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20220913

CONTRACT FOR SALE OF EQUITY INTEREST EXECUTE BY HIS OWN RIGHT ***
(THE "SELLER"), AND THE COMPANY CALLED *** (THE "BUYER"), REPRESENTED
BY ***, THEY BOTH WILL BE KNOWN AS THE "PARTIES" IN THIS CONTRACT,
WHICH ARE OBLIGATED IN ACCORDANCE TO THE FOLLOWING RECITALS AND
PROVISIONS:

RECITALS:

1. The recitals granted by the Seller:

a) That he have the Mexican nationality, he have legal age, with the capacity to be bound
by the terms of this Contract

b) That he is registered in the Tax Payer ID under the number EXTF900101NI1.

c) That the address for all legal purposes is the place located in ***.

d) That he is the legitimate owner of the equity interest, representative of the fixed capital
for $***.00 (*** pesos 00/100M.N.) of the total of the Seller's participation ("Equity
Interest") of the commercial company named ***, S. de R.L. of C.V. (the "Company").

e) That the "Equity Interest" and its inherent rights are free from any encumbrance or
domain limitation and that there is no preemptive right in favor of a third person that
prevents their free transmisión.

f) That it is his decision to execute this Contract with “the Buyer” in order to dispose of the
Social Part in accordance with the terms and conditions specified below.

2. The recitals granted by the Buyer through its representative:

a) That is a foreign company duiling incorporated, as stated in the certificate of

incorporation number ***, issued by the Texas Secretary of State.

b) That his legal representative possess sufficient powers to execute this Agreement,
which to this date have not been revoked, modified, restricted or limited in any way.

c) That he is registered in the Tax Payer ID under the number EXTF900101NI1.

d) That the address for all legal purposes is the place located in ***.

e) That it is his decision to buy the "Equity Interest" described in point d) of the Seller
recitals section, under the terms and conditions of this Contract, acknowledging the
current status of the same.

The Parties declare that in the execution of this Contract there has been no injury, fraud,
violence, error, or any other absence of consent that could affect its existence or validity,
for which they agree to grant the following:

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PROVISIONS:

First. Object. In this act, the “Seller” commited to transfer the ownership of the "Equity
Interest" in favor of the “Buyer”, who in turn receives it, in exchange for the price agreed in
the second Provision of this Contract.

The transfer of the "Equity Interest" is free of any charge, limitation and restriction of the
corporate and patrimonial rights inherent.

Likewise, the Seller transfers to the Buyer each and every one of the corporate and
patrimonial rights inherent to the Social Part.

The transfer of the Social Part is carried out free of any charge, limitation and restriction of
the corporate and patrimonial rights inherent therein.

Likewise, the Seller transfers to the Buyer each and every one of the corporate and
patrimonial rights inherent to the Social Part..

Second. Price. The Parties agree that the amount that the Buyer must deliver to the Seller
will be the amount of $*** (*** 00/100 national currency) minus the corresponding
withholdings, an amount that will be paid within 30 (thirty) days following the date of
signing this Agreement, by bank transfer or deposit to the account indicated by the same
for such purposes.

Third. Expenses. The expenses, fees, taxes or any applicable charge in accordance with
the legal provisions by any authority in relation to the sale and purchase operation that is
formalized in this Contract, will be paid by the Party that is legally obliged to incur said
expenses, including the obligation on the part of the payment of the Income Tax that will
be caused by the alienation of the Social Part object of this operation.

Fourth. Records. The Parties undertake to ensure that the registration of the transfer of
the Social Part, the subject of this Agreement, is duly carried out by the Administrative
Body of the commercial company named ***, S de R.L. de C.V., in its respective Partners
Registration Book.

Fifth. Modifications. The terms and conditions of this Agreement may only be modified by
express written agreement of the Parties.

Sixth. Notifications. The notices or notifications between the Parties will be in writing, and
must be delivered personally or by certified mail with acknowledgment of receipt to the
addresses indicated for each one in the declarations chapter of this Agreement.

Seventh. Personal data privacy. Based on the provisions of articles 3, 14, 15 and 58 of
the Federal Law on Protection of Personal Data Held by Private Parties; The Parties
undertake to safeguard and avoid transferring the information and/or personal data
obtained by reason of this Contract, in protection of the rights of the data owners protected
by the Law in question.

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Eighth. Clause Independence. In the event that one or more of the provisions that make
up this contract is unenforceable, nullified or invalidated by the will of the Parties, order of
competent authority or ministry of law, said provision must be separated or, if possible,
interpreted in a that allows its execution, and the validity, legality and compliance with the
remaining provisions contained in this Agreement will continue with full effect.

Ninth. This Contract constitutes the total agreement between the Parties in relation to its
object, for which they expressly state that any other agreement, prior to the signing of this
instrument, whether oral or written, tacit or express, that directly or indirectly relates with
the purpose of this Agreement is now terminated, this Agreement being the only legal
document that governs the existing obligations between the Parties.

Tenth. Jurisdiction and Competence. For the interpretation, fulfillment and execution of
this Agreement, both Parties agree to submit to the provisions of the Federal Civil Code,
Civil Code for the Federal District and the jurisdiction of the courts of Mexico City to
resolve any dispute related to this Agreement. and its interpretation, renouncing any other
jurisdiction that by reason of their domicile may correspond to them by reason of their
domiciles or for any other reason.

Read this and both Parties agree with all its content and legal consequences they ratify
and sign, in Mexico City on the *** day of *** 2022.

THE “Seller” THE “Buyer”

__________________________________ __________________________________
*** ***
By his own right Represented by
***