IN MEXICO CITY, ON FEBRUARY 15TH 2023, THE MORAL PERSON “SHELDON

& WATKINS, S.A. DE C.V.” APPEAR TO ENTER INTO A SALES CONTRACT, IN

THIS ACT REPRESENTED BY JUAN CARLOS ALTAMIRANO ANCIRA,
HEREAFTER REFERRED TO AS “THE BUYER”, AND THE OTHER PART, THE
MORAL PERSON “L.S. STARRETT COMPANY OF MÉXICO, S. DE R.L. DE C.V.”,
REPRESENTED BY ADRIANA MARÍN VILLASEÑOR HEREAFTER REFERRED
TO AS “THE SELLER”. BOTH PARTIES DECLARE AN INTEREST IN THE SALE
AND PURCHASE OF GOODS UNDER THE PRESENT CONTRACT AND
UNDERTAKE TO OBSERVE THE FOLLOWING AGREEMENT:

DECLARATIONS

I. “THE SELLER” makes the following statements:

A. Who is of Mexican nationality, of legal age, to the ability to bind himself and
have his address at Av. Insurgentes Sur No.620, Benito Juárez, Ciudad de
México, México, C.P. 03810
B. That is identified with voter credential number 2554309576812, issued by the
Instituto Nacional Electoral.
C. That it has sufficient faculties and powers to enter into this Agreement, which
to date have not been revoked, modified, or limited in any way.
D. That your represented is a company constituted in accordance with the laws
of the United Mexican States.
II. “THE BUYER” makes the followings statements:

A. Who is of Mexican nationality, of legal age, to the ability to bind himself and
have his address at Av. Paseo de la Reforma No. 380, Cuauhtémoc, Ciudad
de México, México, C.P. 06500
B. That is identified with voter credential number2569009529712, issued by the
Instituto Nacional Electoral.
C. That it has sufficient faculties and powers to enter into this Agreement, which
to date have not been revoked, modified, or limited in any way.
D. That your represented is a company constituted in accordance with the laws
of the United Mexican States.

III. “THE PARTIES” jointly declare, through their Legal Representatives:

A. That it’s their desire and will, to celebrate this Contract, under the terms and
conditions established in this instrument.
B. That they recognize the legal existence of the contracting parties, as well as
the legitimate personality of the people who appear on their behalf and for
their own rights.
C. That, by virtue of previously declared, free of fraud, error, bad faith,
violence, or any other vice of will, the contracting parties agree and
acknowledge that they will be subject to the following:
 CLAUSES

I. FIRST. OBJECT OF THE CONTRACT: By virtue of the present Contract, the

“SELLER” undertakes to the sell to the “BUYER”, and the latter acquires for itself,
the "IMMOVABLE PROPERTY" located... with the cadastral description:

Total Area: 10,500 m2.

Measurements and borders: To the North in 54.00 m with the Sports Unit, to the
South in 54.00m with property of the Engineer Jesús Romo Silva, to the East in
37.00m with property of the said professional, and to the West in 37m with the
Calzada Hombres Ilustres.

II. SECOND. PRICE: The unit price for the "IMMOVABLE PROPERTY" of the sale will
be $450,000.00 (Four hundred and fifty million pesos 00/100 M.N.), which must
be paid as follows:

"THE PARTIES" agree that 70% (seventy percent) upon signing the Contract,
20% (twenty percent) on April 10th, 2022, and the remaining 10% (ten percent) on
May 10th, 2022.

Both "PARTIES" agree that if any of them fails to comply with any of the Clauses
established in the Contract, they will be credited with a penalty equivalent to 30%
(thirty percent) of the price agreed for the purchase. "IMMOVABLE PROPERTY"
of the Contract.
III. THIRD. DELIVERY CONDITIONS:

The “SELLER” shall deliver the “BUYER” the "IMMOVABLE PROPERTY" of the
present Contract in the manner detailed below:

1. “THE SELLER” will deliver the "IMMOVABLE PROPERTY” in its entirety and
in optimal conditions
2. “THE SELLER” undertakes to deliver the original invoice of the “IMMOVABLE
PROPERTY” in a term not exceeding 15 (fifteen) business days.

IV. FOURTH. OBLIGATIONS OF THE SELLER. It expressly agrees to comply with the
obligations under its responsibility, in this Contract and in the law specifically with
the following:
a) Deliver the "IMMOVABLE PROPERTY” in good conditions that are specified
in this Contract.
b) Deliver the "IMMOVABLE PROPERTY” of this Contract, on the dates and
manner that have been agreed upon.

V. FIFTH. OBLIGATIONS OF "THE BUYER": It expressly agrees to comply with the

obligations under his responsibility, in this Contract and in the law specifically with
the following:
a) Deliver the amount agreed by "BOTH PARTIES" under the agreed conditions
and characteristics and that are specified in this Contract.
b) Pay on time, the amounts and on the dates established in this Contract; in
which "BOTH PARTIES" previously agreed.

VI. SIXTH. MODIFICATIONS TO THE CONTRACT: "THE SELLER" and "THE

BUYER" shall not have the right to make changes or alterations in the
"IMMOVABLE PROPERTY” until this Contract has been finalized.
VII. SEVENTH. TERMINATION DUE TO BREACH OF CONTRACT. The
violation by "THE BUYER" of any of the Clauses stipulated in this Contract or of
the conditions indicated in the order, give rise to "THE SELLER" to reoffend it as a
matter of law and demand payment of damages, without the need of court
declaration.

It is optional for "THE SELLER" in case of violation by "THE BUYER", to demand

the forced compliance of this Contract or declare its termination.

VIII. EIGHTH. PENALTY: Both "PARTIES" agree that in the event that any of
them fails to comply with any of the Clauses established in the Contract , they will
be credited with a penalty equivalent to 30% (thirty percent) of the price agreed by
the purchase of "IMMOVABLE PROPERTY” of the Contract; in order to
compensate for the damages caused by any of the "PARTIES" due to the violation
of the provisions of the Contract or in the attached request.

IX. NINTH. FULFILLMENT OF THE CONTRACT: The term of this Contract is limited
to compliance with the obligations set forth therein, and "THE SELLER" may
terminate it, without any responsibility for it, in case of non-compliance by "THE
BUYER" also demanding payment of damages and the agreed penalties.

X. TENTH. ACTIONS IN CASE OF CRIMINAL CONDUCT BY THE PARTIES. This

Clause states that if "THE BUYER" makes use of the “IMMOVABLE PROPERTY”
for conduct typified in the CÓDIGO PENAL DE NUEVO LEÓN, in turn if, by some of
the parties, the confidence of any of them is denounced as such before the
competent authorities in the State of Nuevo León.
XI. ELEVENTH. INTERPRETATION AND COMPETENT COURTS. For the
interpretation and fulfillment of this Contract, both parties expressly submit to the
jurisdiction and competence of the CIVIL COURTS OF THE FIRST JUDICIAL
DISTRICT IN THE STATE OF NUEVO LEÓN, MEXICO, expressly waiving any other
competence than by reason of their domiciles present or futures could correspond
to them.

Having read this Contract by the “PARTIES” and being aware of its content and
legal force, they ratify and sign it in triplicate on February 15, 2023.

“THE SELLER” “THE BUYER”

ADRIANA MARÍN VILLASEÑOR JUAN CARLOS ALTAMIRANO ANCIRA

Legal Representative of Legal Representative of
“L.S. STARRETT COMPANY OF “SHELDON & WATKINS, S.A. DE C.V.”
MÉXICO, S. DE R.L. DE C.V.”