CONSTITUTIVE ACT OF A VARIABLE CAPITAL CORPORATION

DEED................ VOLUME................ FOJAS.................. IN THE CITY OF San Francisco

from Campeche May 29 2012I, the Licensed...Notary
Audience.................. I HEREBY CERTIFY: The COMMERCIAL COMPANY CONTRACT, Moo Dzul
Jessica and Flor de la Cruz Pastrana and are subject to the statutes that are established.tin the
following:
CLAUSES
DENOMINATION
ADMISSION OF FOREIGNERS.

FIRST. - The company will be called General Real Estate and Construction
which will be followed by the words 'VARIABLE CAPITAL LIMITED LIABILITY COMPANY', or by the
"S.A. de C.V."

SECOND. - The societytone by object:

a). - Assemble and manufacture general construction works
b). - The distribution of materials, artbodies and goods
- c). - Carry out all types of commercial acts, being able to buy, sell, import,
export and distribute all kinds of airtbums and goods.
- d). - Hire actactively or passively, all kinds of service provisions, to celebrate
contracts, agreements, as well as acquire by anytpatents, industrial trademarks,
trade names, options and preferences, rights of literary and industrial property,
artstor concessions from any authority.
-----e). - To be part of other companies with a similar purpose to this one.
-----f). - Emitto endorse, to accept, to guarantee and to discount and to subscribe all kinds oftresults
of credit, without being located in the assumptions of the ArtArticle four of the Market Law
of values.
- g). - Acquire shares, bytparticipations, part of social interest, obligations of all
class of companies or partnerships, to be part of them and enter into a partnership, without it being
they are present in the assumptions of the Artfourth section of the Securities Market Law.

- Accept or confer all kinds of commercial commissionstthe and mandates, acting in

in their own name or in the name of the client or principal.
A d q u i r whatever o t r o title poser to exploit today
class of good furniture, real rights, as well as the properties that are necessary
for your object.
Hire the necessary staff to fulfill social purposes and delegate to
one or several people the fulfillment of mandates, commissions, services and others
actactivities specific to its object.
The company may grant guarantees and commit jointly on its own account, thus
how constyour turntin favor of third parties
-- l). - Carry out and emitfor all kinds of acts, operations, agreements, contracts andtresults, now
civilian merchantstcredit agreements related to the corporate purpose.
THIRD. The duration of the partnership will be NINETEEN AND NINE.
YEARS, counted in pairstfrom the date of signing this deed.

-----FOURTH.

The domicile of the society will be Tulip street number 1, Fer neighborhood.
or Patrio, Calkiní, Campeche, however, will be able to establish agencies or
branches anywhere in the Republic or abroad, and submit to the addresses
conventional in the contracts that I celebrate. The shareholders who remain are not included.
how your relationships with society, under the jurisdiction of the
courts and Authorities of the company's domicile, with express waiver of jurisdiction of
your respecttyour personal addresses.

-----FIFTH.- Current or future foreign partners of the company that aretyou were
formally oblige the Ministry of Foreign Affairs to be considered as
nationals, regarding the social parties that acquire or that arettules in this
society, as well as the goods, rights, concessions, partparticipants or interests of
whateverttular the society or well of the
rights and obligations arising from the contracts in which it is a party with
Mexican authorities and not invoke, for the same reason, the protection of s u s G o b i e n o s ,
under the pen in case contrary to losing the benefit of the Nation the
bytsocial shares that they would have acquired.

SHARE CAPITAL, SHARES

- SIXTH.- Its capital is variable, the minimum fixed amount is 50 thousand NATIONAL CURRENCY PESOS,
represented by ONE HUNDRED SHARES, with a nominal value of 5 thousand PESOS NATIONAL CURRENCY,
each one.

SEVENTH.- When in this pair societytForeign investment will be observed

The following rules: The share capital will be composed of shares of series 'A', which only
may be subscribed by:

-----a) PeoplefMexican nationality cards. b) Immigrants who do not

find the economic decision centers of the exterior,
y c ) . - Persons Mexican morals in which it stopsttotal or mostly the
Mexican capital The percentageq u e d e b a s e r suscrito p o r Mexicans s e
will determine d e a c u er d ocon the a classification Mexican of actactivities and
products that indicates the regulation of the Law for promote
the Mexican version y Regular the foreign investment. the percentage
is this will be integrated p o r actions d e l a s e r i e B it will be
Free description. In any case and under any circumstances, it must
respect the minimum Mexican capital percentage, in net terms, and in case of
the pairtforeign investment in the share capital aims to exceed the
the fixed percentage must comply with what the article establishestfifth section of the Regulations
previously mentioned or requesting authorization from the National Commission of Foreign Investments

EIGHTH.- The fixed share capital will be susceptibletto increase or decrease with the
following formalities: In case of an increase, a General Assembly will be required
extraordinary Shareholders' Meeting and they will have preferential rights to subscribe it in
proportion to the number of shares that it isttulares. Such right of preference must
exercise within fifteen days following the publication date in the Journal
Official of the Federation or in one of the newspapers with the largest circulation of the domicile
social, of the agreement of the Assembly that has decreed said increase, but if in the
if the entire share capital were represented at the assembly, the increase may be made
at that moment. In case of a decrease, an Extraordinary General Assembly will be required.
of Shareholders and it cannot be less than authorized by the General Law
Merchant Societies; the reduction will be carried out by draw of the
actions or by retof contributions. The member who wishes to separate must nottto face the
society and not southtit will have effects such astaction until the end of the current annual exercise, if the
notThe fixation is done before the last.tmy quarter or until the end of the next fiscal year if
It will be done afterwards. To this effect, it will comply with what is established in the article.tninth subsection of the Law
General Commercial Companiestthe.

-----NOVENA.- The maximum capital is unlimited; however, the company may establish its
fixed capital and its variable capital in the canstdata that the assembly agrees upon in each case.
The shares representtyou will be issued from the variable part of the share capitaltthe for
agreement of the Ordinary Assembly of Shareholders and may issuetrise like
result of contributions in effect, in species, due to decapitation
capitalization of utilities on actions, with capitalization of utilities
adineters
reserves for valuation and revaluation of other contributions
previously of the actions, without implying modification of the
The statutes of the society, through the same requirements, may
reduce the capital of the company within the variable part. The shares in their succession
The increase in capital will be significant.
you are given in the box of the society to return as a measure that goes
realizing the subscription.
TENTH.- The company will maintain a record of payroll shares.tyou go with the data that
establish the ARtass one hundred twentyteight of the General Law of Commercial Companiestthe, and
It will consider as a shareholder anyone who appears as such in that register. To petaction of any
Shareholder, the company must record in the register book the transmissions that are
carry out. Each action represents
a vote, with equal rights and invisibility, because when
belong to two or more people must designate a common representative. The
certprovisional ortdefine resultstyou that represent the actions, must
meet all the requirements established in the ARtass one hundred twentytfive of the General Law
of Mercantile SocietiestThey may cover one or more actions and will be signed by two.
members of the Board of Directors or by the Administrator

GENERAL SHAREHOLDERS' MEETING

FIRST TENTH - The General Assembly of Shareholders is the supreme body of the
society and legally established represents all actions.

TWELFTH.- The Assembly will be convened in the manner established by

the articles of one hundred eighty-three and one hundred eighty-five of the
General Law on Commercial Companiestthe.

THIRTEENTH.- The the call will contain the order of the day, it will be
signed by the one who does it and will be published once in the Official Journal of the Federation or in
one of the newspapers with the highest circulation, at least five days before it is
gather.

FOURTEENTH.- The Assembly will be valid without publishing the convocatoria,

when the totality of the shares are represented.

FIFTEENTH.- The shareholders shall deposit their shares in the company's vault or
and Institution d e Credit, before d e q u e principle l a A -
s a m b l e a y p o d r á n o m b r a r representative for asistand vote in it
by power of attorney.

DECIMASEXTA. The administrator will preside over the assemblies.

If they do not attend, the President of the Board of Directors will be elected by the Assembly.
President of the Debates, who will appoint a Secretary.

SEVENTEENTH.- The President shall appoint one or more preference scrutineers.

shareholders, in order to closetset the number of shares represented.
EIGHTEENTH.- The Assemblies shall be Ordinary and Extraordinary and
Both must meet at the registered office.

-----NINETEENTH.- The Ordinary General Meeting and Shareholders must meet for
at least once a year, within the four months following the closure of the fiscal year
social and will be taken care of.

THE ASSEMBLY ORDINARY IN VIRTUE OF THE FIRST CONVOCATION

c a t o r i a, will be legally established when fifty percent is represented by
one hundred of the share capital, at least the resolutions will only be valid when they are
take by majority vote and if they meet in virtue of the second call
I will express this circumstance and in it, it will be resolved.
about the matters indicated in the agenda regardless of the number of shares
represented by majority vote.

TWENTY-FIRST.
The assemblies will extraordinarily discuss a matter that is listed in
the airtArticle one hundred eighty-two of the General Law of Commercial Companies tthe; if they meet
by virtue of the first call they will be legally installed when there is
actions represented for the sixty-five percent of decisions to be approved
share capital and if it meets by virtue of second call the decisions will be valid
approved for fifty percent of the share capital.

TWENTY-SECOND.- Shareholders who are officials shall refrain from voting in

the cases provided for by the law.

TWENTY-THIRD.- The Secretary will record the minutes of the Assemblies and add a list of
assistance subscribed by the attendees, the President, the Secretary, and the minutes will be signed
Commissioner if attending and the Scrutineer or Scrutineers.

ADMINISTRATION OF THE COMPANY

TWENTY-FOURTH.-He will administer the society one Administrator or a Council of

Administration d e dos
they will no longer be reactionaries, and they will perform
your charges fortindefinite time until those who are to take possession do sottuyan.

TWENTY-FIFTH.
The Assembly of General Actionists will decide the form manage the
society will choose the officials by majority of votes and will be able to
designate an alternate. The pairtparticipation of the InvestmentForeigner in the
The governing bodies of the company shall not exceed their counterpart.tparticipation in the
capital.

TWENTY SIXTH.- The Sole Administrator or the Board of Directors

in his case, he will be the legal representative of the Company and will therefore have
Therefore, the following attributions:

Administering the business and assets of the society with power

in general, in the terms of the artbutt of two thousand five hundred fifty-four paragraph
second of the Civil Code for the Federal District.

------ b).- Represent to society with power general for lawsuits y

collections, with all the general powers and the special ones that require a clause
special according to the Law, without limitation in the terms of the arttwo thousand
Five hundred fifty-four first paragraph and two thousand nine hundred eight
the Civil Code for the Federal District being empowered even
to promote the amparo trial, to follow it in all its proceedings and decisionstrise of him.

Represent the society, with general power to act

s d e d o m i n i o e n l o s términos del artass of two thousand five hundred fifty-four of the
Civil Code for the Federal District.

Represent the society with general power for acts

dead labor administration, in the terms of the artonce hundred and six hundred
ninety-two of the Federal Labor Law, before the Local and Federal Boards of
Conciliation and Arbitration.

-------- e).- Enter into an agreement with the Federal Government under the terms of the
first and fourth fractions of the artass veintseven Constconstitutional, its Organic Law and the
Regulations of this.

-------- f).- Form and present complaints, reports or accusations y

contribute with the Public Ministry in criminal proceedings, being able to constyour to the
society as a civil party in such processes and grant pardons when, in judgment, the case
You deserved it.

------ g).- Acquire pairtparticipations in the capital of other companies.

Grant and subscribetcredit notes in the name of the company.

I).- Open and close bank accounts in the name of the company, with
powers to designate and authorize individuals to act on their behalf.
------ j).- Grant general or special powers with faculties of theirttuition or without them and
revoke them.

------ k).- Appoint and remove Managers, Suggesters, Representatives, agents and
employees of the society determining their attributions, working conditions and
remunerations.

------ l).- Celebrate contracts individuals and collectiontto work and intervene in
the formation of the Internal Work Regulations.

From the faculties in various cases of termination

in a d o s, pointing out their attributions so that they can exercise them in the terms
corresponding.

Call Ordinary and Extraordinary General Meetings of Shareholders,

It is to execute your agreements, and generally it will carry out the cabolos acts and operaci
or those that were necessary or convenient for the purposes of the society, with
exception of those expressly reserved by law or by these statutes to the assembly.

TWENTY-SEVENTH.- When the Assembly elects the Council, the rules will apply.tpopulations
next:

a).- The minority shareholders representing twentytfive percent of the total capital
at a minimum, they will have the right to choose one of the Proprietary Counselors, this
appointment can only be annulled or revoked by the majority. This
The percentage will be ten percent when the company's shares are registered in the
Stock Exchange.

b) The council will meet in regular session at least once a year.

is extraordinary when the President, the majority of the Councilors or are summoned
the Commissioner.

c).- The majority of the Councilors will constitute a quorum for the meetings.

d) .Agreements will be approved by majority vote and in case of a tie, the President
will have a casting vote.

e).- Minutes will be taken for each session, which will be signed by the attending councilors.

TWENTY-EIGHTH.- The direct administration of the company may be in charge of

managers who may or may not be shareholders.
TWENTIETH Novenary. The assembly General of Shareholders, the
The Administrator or Administration Council will designate the Managers,
they will signal the time that they will have to exercise their positions, powers, and obligations.

SURVEILLANCE OF SOCIETY

-----THIRTY.- The supervision of the Society will be the responsibility of one or more Commissioners,
who will or will not be shareholders will be chosen by the General Assembly of
Shareholders by majority vote and they may appoint substitutes and will fulfill their
charges fortindefinite time until those who sign it take possessiontonion.

THIRTY-SECOND.- The social exercises begin on the first of

January ends on the thirty-first of December of each year, except for the
the first justice that will begin with the actactivities of society and will end the
thirty-first of December of the following year.

- THIRTY-THIRD.- Within the four months following the closing of the

social exercise, the Administrator or the Board of Directors will prepare a balance with the
legal documentstfigtIt will be forwarded to the Commissioner for an opinion to be issued in ten days.

- -- - - T R I G E S I M A C U A R T A . - P r a c t i c e d b a l a n c e , s e c o n d c a l l A s s e m b l y
and the General Meeting of Shareholders and the balance along with the documents and the report to which it refers
refer the
artculoc i e n t o seven y d the s d e l a The law General d e S o c i e t i e s M e r
c a n t i l e s , they will take care of and the administration or in the Secretariat at the disposal of the
shareholders, at least fifteen days before the Assembly meeting.

THIRTY-FIFTH.- The utliabilities will be distributed:

A five percent will be set aside to create or reconstruct the reserve fund that
it will reach one fifth of the Social capital.
The remainder will be distributed among the shares equally.

THIRTY-SIXTH. When there is loss will be supported by the

reserves and exhausted these by actions in equal parts up to their nominal value.

------THIRTY-SEVENTH.- The founders do not reserve for themselvestadditional participation to the

utDISSOLUTION AND LIQUIDATION

- THIRTY-EIGHTH.- The society will be dissolved in the cases provided for by the lawtass
two hundred twentytnine of the General Law of Commercial Companiestthe.

THIRTY-NINTH.- The Assembly that agrees to the dissolution will appoint one or more
liquidators will set their fees, powers, obligations, and the liquidation period.
-----LENT.- The settlement will be subject to the bases consigned by the arass
two hundred and forty-two of the General Law of Commercial Companiestthe.

TRANSITIONAL CLAUSES
FIRST.- The grantors state:
a ) . - Q u e l o s actionists subscribe integration he the capital s o c i
a l minimum f i j o and in the following proportion:
SHAREHOLDERS ACTIONS VALUE
Can Puc Marcos 40 31%
Moo Dzul Jessica 40 31%
From the Cruz Pastrana Flower 50 38%

B).- The shareholders pay the Share Capital in cashtin National Currency, and deposit them
in the box of the Society; and consequently, THE SOLE ADMINISTRATOR grants them
receipt.

-----SECOND.
The sorcerers with constEveryone is gathered for a General Assembly action.
s t a s, they agree:
a).- The Company will be managed by: A SOLE ADMINISTRATOR.
B).- They elect a SINGLE ADMINISTRATOR, Mr. De la Cruz Pastrana.
c).- They elect Mr. Moo Dzul Jessica as COMMISSIONER.
The associations agree to not organize GENERAL POWER for PLEIT.
The S Y Collections to Mr. Can Puc Marcos
e) - It is stated that the selected functions accept their load
and they protest against the performance.
GENERAL
The merchants declare themselves to be: Mexicans by birth.
Mr......................... is originally from......................., where he was born on
...(marital status) ..................................., occupation
................................................ address (for each of the shareholders).

CERTIFICATIONS
I, THE NOTARY, CERTIFY:
I.- That the appearing parties show me the license that the Secretary of
Foreign Relations on the day...................................... for the Consttuition of
this society to the which
corresponded and the n u m b e r . . . . . . . y f oil
file ..................................., which
I add to the appendix of this writing with the letter "A", and I will attach the tes.tissued monio.7

------ II.- That what is related and inserted faithfully matches the originals that I have at
the view.
------ III.- Regarding the participants:
a).- That I know them and in my opiniontin legal capacity.
b).- That I made them aware the content from the Airtass of two one thousand five hundred
fifty y
four of l Code C i v i l d e l District Federal, y s u s correlatives e
n l a s others federal entitiestsee you, what it says:
- In all general powers for LAWSUITS and COLLECTIONS, it will be sufficient to say that
It is granted with all general powers and the special ones that require a clause.
special according to the Law, so that it is intgranted without any limitation.

In the general powers, for ACTS OF DOMINION, it will suffice

it is given to the attorney character so that the agent has all the powers of the owner,
so much in the relatI go to the assets as to do all kinds of management.tones at the end to defend them.
When they wish to limit the powers in the three aforementioned cases,
The representatives will record the limitations to the powers which will be special.
The notaries will insert this Artass in the testtmonitors of the powers that
grant.
c).- to warn themoh that according to the Arttwenty-seven of the Tax Code of the
Federation, within thirty days at partthey must register this company with their signature
in the Federal Taxpayer Registry and justthus to the undersigned Notary in another way
the complaint referred to in that provision will be made.
and d).- That I read this document aloud to them, explained its value and legal consequences, and

having expressed their agreement, they sign on the day .....................

and act withtI AUTHORIZE DEFINITELY, in .................... (City)

SIGNATURES
(REGISTRATION IN THE PUBLIC PROPERTY AND COMMERCIAL REGISTRY)