--- I, Mr. RAMON ANDRES GRACIANO DUEÑAS,
Notary Public number Eighteen of this Municipality; attest; and, -----------------------------------------------------------------
CERTIFY---------------------------------------------- That these simple copies which consist of one hundred and fifty
seven useful pages including its cover page, are a faithful reproduction of EXHIBITS “A”, “B”, “C”,
“D”, “E”, “F”, “G”, “H”, “I”, “J”, “K”,
“L”, “M”, “N”, “O”, “P”, “Q”, “R”, “S”,
“T”, “U”, “V” and “W” to the appendix of public deed number 5,520, volume
184, dated May thirteen, two thousand thirteen, of the protocol of this Notary under my supervision. Such are obtained to
form the first notarial copy of such instrument.- I ATTEST.------------

--- Tijuana, Baja California, on May twenty
one, two thousand thirteen.-



(Illegible Signature)



MR. RAMON ANDRES GRACIANO DUEÑAS

NOTARY PUBLIC NUMBER 18













|Exhibit A | Exhibit 10.32.4
|--------- | ---------------





PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 1



--- VOLUME NUMBER 178 (ONE
HUNDRED AND SEVENTY EIGHT). ------------------------



--- PUBLIC DEED NUMBER 5,335
(FIVE THOUSAND THREE HUNDRED AND THIRTY FIVE). -------------------------------------------------------------------------------------------------



---
In the city of Tijuana, State of Baja California, on March eight, two thousand thirteen, before me Mr. RAMON ANDRÉS GRACIANO
DUEÑAS, Notary Public number Eighteen, in exercise, of this residence, I hereby evidence that before me appeared:----------------------------------------------------------------------------



--- Messrs. LOURDES
VALDIVIA LOMELÍ and ADRIANA VALDIVIA LOMELÍ, the former in her character as Executor, and both of them as Sole and
Universal Heirs of the Legitimate Succession of Assets of Mrs. Rosenda Lomelí Luna; and, stated: ----------------------------------------------------------



--- That they appear
to request that the undersigned Notary carries out the formalization and the PARTIAL ALLOCATION of assets of the Legitimate Succession
of MRS. ROSENDA LOMELÍ LUNA,filed under file number 832/2012 (eight hundred and thirty two slash two thousand twelve),
before the First Instance Civil Court of the Judicial Party of Playas de Rosarito, Baja California. ------------- Having stated
the foregoing, the appearing parties submit themselves to the following Statements and Clauses: --------------------------------------------------------------------------



--------------------------------------
STATEMENTS---------------------------------------



--- Mrs. LOURDES VALDIVIA
LOMELÍ states:--------------------------------------------



---
ONE.-That Mrs. Rosenda Lomelí Luna, acquiredby means of Ownership Title, issued on August two, two thousand
eleven, by the National Agrarian Registry, which was registered in the Public Registry of Property and Commerce of Playas de Rosarito,
Baja California, under Entry number6,029,567 (six million twenty nine thousand five hundred and sixty seven), of the Civil
Section, dated August nine, two thousand eleven, the lot parcel number 33 Z-1 P 2/5 (thirty three Z dash one P two slash five),
without block number, of Ejido Mazatlán, in the Municipality of Playas de Rosarito, Baja California, with a surface of 20-04-59.64
hectares(twenty hectares, zero four areas, fifty nine point sixty four centiareas) with the following measures and boundaries:
to the North, in 320.373 (three hundred and twenty point three hundred and seventy three) meters, with plots expropriated by the
Federal Electricity Commission; to the South, in irregular line 419.649 (four hundred and nineteen point six hundred and forty
nine) meters with plots expropriated by Corett (Commission for the regularization of land possession); to the East, in 609.199
(six hundred and nine point one hundred and ninety nine) meters with a plot corresponding to minor property; and, to the West,
in 506.680 (five hundred and six point six hundred and eighty) meters, with parcel 32 (thirty two).--------------------------











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 2



---
TWO.-That by means of Official Writ number DFR-SFR-068-2011 (DFR dash SFR dash zero six eight dash two zero one one), dated
September twenty six, two thousand eleven, issued by the Subdivisions Department depending from the Direction of Urban Control
of the Municipality of Playas de Rosarito, Baja California, the subdivision in 5 (five) fractions of the plot mentioned in the
preceding Statement, was authorized, fractions identified as lot fraction 33-1(thirty three dash one), with a surface of
120,000.00 M2 (one hundred and twenty thousand) square meters, lot fraction 33-2(thirty three dash two) with a surface
of 77,174.584 M2 (seventy seven thousand one hundred and seventy four point five hundred and eighty four) square meters, lot
fraction 33-3(thirty three dash three) with a surface of 3,149.044 M2 (three thousand one hundred and forty nine point
zero forty four) square meters, lot fraction 33-4(thirty three dash four) with a surface of 67.775 M2 (sixty seven
point seven hundred and seventy five) square meters and, lot fraction 33-5(thirty three dash five) with a surface of 68.241
M2 (sixty eight point two hundred and forty one) square meters, all of them resulting from the subdivision of parcel number
33 Z-1 P 2/5 (thirty three Z dash one P two slash five), without block number, of Ejido Mazatlán, in the Municipality of
Playas de Rosarito, Baja California. -



--- Such Subdivision Official
Writ and its descriptive report were registered in the Public Registry of Property and Commerce of Playas de Rosarito, Baja California,
under Entry number 6,029,984(six millions twenty nine thousand nine hundred and eighty four), of the Civil Section. ------------------------------------------------------------



--- THREE.-That
the mentioned five fractions of land, are described as follows: -------



--- Lot fraction 33-1(thirty three dash one) with a surface of 120,000.00 M2(one hundred and twenty thousand) square meters and the
following measures and boundaries: To the Northeast, in 184.622 (one hundred and eighty four point six hundred and twenty two)
meters, with an expropriation of the Federal Electricity Commission, in addition, in 4.638 (four point six hundred and thirty eight)
meters, with fraction 33-4 (thirty three dash four), in addition, in 154.720 (one hundred and fifty four point seven hundred and
twenty) meters, with parcel number 32 (thirty two) and in 351.963 (three hundred and fifty one point nine hundred and sixty three)
meters, with parcel number 32 (thirty two); to the Southeast, in 551.276 (five hundred and fifty one point two hundred and seventy
six) meters, with fraction 33-2 (thirty three dash two), in addition, in 15.240 (fifteen point two hundred and forty) meters, with
the fraction 33-3 (thirty three dash three) and in addition, in 0.194 (zero point one hundred and ninety four) meters with an expropriation
of Corett (Commission for the regularization of land possession);to the Southwest, in 4.750
(four point seven hundred and fifty) meters, with the fraction 33-3 (thirty three dash three); and, to the Northwest, in 12.043
(twelve point zero forty three) meters, with fraction 33-3 (thirty-three dash three), in addition, in 15.015 (fifteen point zero
fifteen) meters, with the same previous boundary, in addition, in 40.274 (forty point two hundred and seventy four) meters, with
the same previous boundary, in addition, in 19.781 (nineteen point seven hundred and eighty one) meters, with the same previous
boundary, in addition, in 44.835 (forty four point eight hundred and thirty five) meters with an expropriation of Corett (Commission
for the regularization of land possession), in addition, in 14.682 (fourteen point six hundred and eighty two) meters, with
fraction 33-4 (thirty three dash four), in addition, in 0.116 (zero point one hundred and sixteen) meters with an expropriation
of Corett (Commission for the regularization of land possession), in addition, in 16.319 (sixteen
point three hundred and nineteen) meters with an expropriation of Corett (Commission for the regularization
of land possession), in addition, in 14.781 (fourteen point seven hundred and eighty one) meters, with fraction 33-5 (thirty
three dash five) and in addition, in 90.193 (ninety point one hundred and ninety three) meters with an expropriation of Corett
(Commission for the regularization of land possession). ---------------------------------------------------------------











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 3



--- Lot fraction 33-2(Thirty three dash two) with a surface of 77,174.584 M2(seventy seven thousand one hundred and seventy four point
five hundred and eighty four) square meters and the following measures and boundaries: to the Northeast, in 135.749 (one hundred
and thirty five point seven hundred and forty nine) meters, with an expropriation of the Federal Electricity Commission; to the
Southwest, in 104.223 (one hundred and four point two hundred and twenty three) meters, with a plot corresponding to minor property,
in addition, in 113.460 (one hundred and thirteen point four hundred and sixty) meters, with the same previous boundary and, in
addition, in 370.624 (three hundred and seventy point six hundred and twenty four) meters, with the same previous boundary; to
the Northwest, in 41.390 (forty one point three hundred and ninety) meters, with fraction 33-3 (thirty three dash three), in addition,
in 30.995 (thirty point nine hundred and ninety five) meters, with the same previous boundary, in addition, in 14.890 (fourteen
point eight hundred and ninety) meters, with the same previous boundary, in addition, in 15.878 (fifteen point eight hundred and
seventy eight) meters, with the same previous boundary, in addition, in 14.100 (fourteen point one hundred) meters, with the same
previous boundary, in addition, in 14.465 (fourteen point four hundred and sixty five) meters, with the same previous boundary,
in addition, in 5.409 (five point four hundred and nine) meters, with the same previous boundary, and, in addition, in 551.276
(five hundred and fifty one point two hundred and seventy six) meters with fraction 33-1 (thirty three dash one). -------------------------------------------------------------------------------------------------











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 4



---
Lot fraction 33-3(thirty three dash three) with a surface of 3,149.044 M2(three thousand one hundred
and forty nine point forty four) square meters and the following measures and boundaries: to the Northeast, in 4.750 (four point
seven hundred and fifty) meters, with fraction 33-1 (thirty three dash one); to the Southeast, in 19.781 (nineteen point seven
hundred and eighty one), with the same previous boundary, in addition, in 40.274 (forty point two hundred and seventy four) meters,
with the same previous boundary, in addition, in 15.015 (fifteen point zero fifteen) meters, and with the same previous boundary,
in addition, in 12.043 (twelve point zero forty three) meters, and with the same previous boundary, in addition, in 5.409 (five
point four hundred and nine) meters, with the fraction 33-2 (thirty three dash two), in addition, in 14.465 (fourteen point four
hundred and sixty five) meters, with the fraction 33-2 (thirty three dash two), in addition, in 14.100 (fourteen point one hundred)
meters, and with the same previous boundary, in addition, in 15.878 (fifteen point eight hundred and seventy eight) meters, and
with the same previous boundary, in addition, in 14.890 (fourteen point eight hundred and ninety) meters and with the same previous
boundary, in addition, in 30.995 (thirty point nine hundred and ninety five) meters, and the same previous boundary, in addition,
in 41.390 (forty one point three hundred an ninety) meters, with the same previous boundary, in addition, in 20.898 (twenty point
eight hundred and ninety eight) meters, with lands corresponding to minor property; and, to the Northwest, in 15.240 (fifteen point
two hundred and forty) meters, with the fraction 33-1 (thirty three dash one), in addition, in 88.726 (eighty eight point seven
hundred and twenty six) meters, with an expropriation of Corett (Commission for the regularization
of land possession)and, in addition, in 136.376 (one hundred and thirty six point three hundred and seventy six) meters,
with the same previous boundary. -----------------------------------------------------



--- Lot fraction 33-4(thirty three dash four) with a surface of 67.775 M2(sixty seven point seven hundred and seventy five) square
meters and the following measures and boundaries: To the Southeast, in 14.682 (fourteen point six hundred and eighty two) meters,
with the fraction 33-1 (thirty three dash one); to the Southwest, in 4.638 (four point six hundred and thirty eight) meters, with
the same previous boundary; and, to the Northwest, in 14.379 (fourteen point three hundred and seventy nine) meters with an expropriation
of Corett (Commission for the regularization of land possession)and, in addition, in 4.700
(four point seven hundred) meters, with the same previous boundary. -----------------------------------------------------



--- Lot fraction 33-5(thirty three dash five) with a surface of 68.241 M2(sixty eight point two hundred and forty one) square meters
and the following measures and boundaries: To the Southeast, in 14.781 (fourteen point seven hundred and eighty one) meters, with
the fraction 33-1 (thirty three dash one); to the Southwest, in 4.692 (four point six hundred and ninety two) meters, with an expropriation
of Corett (Commission for the regularization of land possession); and, to the Northwest, in
14.447 (fourteen point four hundred and forty seven) meters, with the same previous boundary. --------------------------------------------------------------------------------------------



---All those fractions are the result of the subdivision of parcel number 33 Z-1 P 2/5 (thirty three Z dash one P two slash
five), without block number, of Ejido Mazatlán, in the Municipality of Playas de Rosarito, Baja California. -











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 5



--- FOURTH.-That
on August six, two thousand twelve, Mrs. Rosenda Lomelí Luna passed away in the City of Tepic, Nayarit, as evidenced with
the certified copy of the Death Certificate showed to me, of which I have produced a simple copy which, prior comparison, I attach
to the appendix of this deed under the letter “A”, stating the appearing party that the deceased party had her residence
in Playas de Rosarito, Baja California. --------------------------------------------------------------------------------------------



--- Likewise, she states
under oath of telling the truth, that neither Mrs. Rosenda Lomelí Luna, or Mr. Bernabé Valdivia Tovar, parents of
Messrs. LOURDES VALDIVIA LOMELÍ AND ADRIANA VALDIVIA LOMELÍ, were married with other individuals different to each
other, and that they did not procreate other sons or daughters in addition to them, either jointly or with other individuals, and
that therefore there is no individual other than themselves, that has had or could have the right to claim a part or all the inheritance
of Mrs. Rosenda Lomelí Luna, which is the subject matter of this deed. --------------------------------------------------------------------------------------------------



--- FIFTH.-That on
August twenty two, two thousand twelve, before the Filing Office of the First Civil Instance Court of the Judicial Party of Playas
de Rosarito, Baja California, Messrs. Lourdes Valdivia Lomelí and Adriana Valdivia Lomelí filed the Legitimate Succession
of the Assets of Mrs. Rosenda Lomelí Luna, pursuant to the provisions of articles 1,486 (one thousand one hundred and eighty
six) section I (first), 1,494 (one thousand four hundred and ninety four) and other related and applicable provisions of the substantive
code applicable in this entity, attaching to their filing writ, the Death Certificate of the deceased party, as well as the birth
certificates of the plaintiffs, with the trial being filed under the number 832/2012 (eight hundred and thirty two slash two thousand
twelve). ----------------------------------------------------------



--- By means of ruling dated
September three, two thousand twelve, in accordance with the provisions of articles 760 (seven hundred and sixty), 769 (seven hundred
sixty nine), 784 (seven hundred and eighty four), 785 (seven hundred and eighty five), 786 (seven hundred and eighty six), 787
(seven hundred and eighty seven) and other related and applicable provisions of the Civil Procedures Code for the state of Baja
California, the Legitimate Succession of the Assets of Mrs. Rosenda Lomelí Luna, also known as Rosenda L. de Valdivia, was
admitted, ordering the execution of the testimonial information set forth in the Law, giving notice to the Agent of the Public
Prosecutor Ascribed to the Court and requesting reports to the Registry Officer of the Public Registry of Property and Commerce
and the General Archive of Notaries of the State, on the possible registration of the testament of the author of the Succession.
---



--- SIXTH.-After
receiving the requested reports and answered the requested testimonial information on September twenty six, two thousand twelve,
the Agent of the Public Prosecutor ascribed to the Court was notified, in order for him to, if necessary, state his respective
request, being that on September twenty seven, two thousand twelve, such court considered the notice delivered to the Agent of
the Public Prosecutor as answered without any opposition. ----------------------------------------------











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 6



------ SEVEN.-With
the previous requests of the plaintiffs of the Succession, made by writs dated September twenty eight and by their lawyer on
October ten, both of two thousand twelve, by means of the ruling dated October twenty six, two thousand twelve, Messrs.
LOURDES VALDIVIA LOMELÍ and ADRIANA VALDIVIA LOMELÍ were declared as the Sole and Universal Heirs of the
Legitimate Succession of the Assets of Mrs. Rosenda Lomelí Luna, also known as Rosenda L. de Valdivia, as daughters of
the author of the Succession. --------



--- EIGHT.-That
in the same ruling of October twenty six, two thousand twelve, Mrs. LOURDES VALDIVIA LOMELÍ, was appointed as
Executorof the mentioned Succession, having accepted such duty in an appearance dated November eight, two thousand
twelve, being distinguished with that duty by ruling of the same date.---------



--- NINE.-That
within the procedure development of the trial, by writs of October thirty one, two thousand twelve and November sixteen of
the same year, the Inventory and Appraisals Section was initiated, in which the real estate described in Statement ONE of
this deed was included as the only asset of the inheritance, which has been currently subdivided in several fractions, and
the formation of the Second Section of the Trial was ordered and approved by means of the ruling of November twenty two, two
thousand twelve, with the Third Section called Administration being declared commenced in the same resolution.
--------------------------------------------------



--- TEN.-By
writs dated November twenty six and December four, both of two thousand twelve, the plaintiffs of the Succession commenced
the Administration and Partition Sections, requesting the allocation to both of them, of the sole asset subject matter of the
inheritance, and therefore, by means of the ruling of December six of the same year, the formation of such Sections and their
approval was ordered. Likewise, the plaintiffs were called to hear the corresponding Adjudication Court Resolution.
-------------------------------------------------------------------------------------------



---
ELEVEN.-On December seven, two thousand twelve, the Adjudication Court Resolution was issued, whose Sole Whereas and Resolving
Items are transcribed as follows: “.... CONSIDERING: SOLE.- Attending to the preformed acts and the documents shown
in files, LOURDES and ADRIANA, both with last names VALDIVIA LOMELÍ, as daughters of the author of the succession, are
declared as the sole (sic) and universal legitimate heirs of the Assets of ROSENDA LOMELÍ LUNA, also known as ROSENDA L.
DE VALDIVIA, due to the death of their mother; and upon conclusion of each and all the sections relating to this successor trial,
and approval of the distribution proposal, jointly with the consistent documents: Certified copy of the property Title number
000000003834, issued by the National Agrarian Registry and the receipt of payment of the real estate tax issued by the Municipal
treasury of this City; therefore, it is appropriate to adjudicate in favor of LOURDES and ADRIANA, both with last names VALDIVIA
LOMELÍ, the estate consisting of: parcel number 33 Z-1 P 2/5, of Ejido Mazatlán, in the Municipality of Playas de
Rosarito with a surface of 20- 04-59.64 TWENTY HECTARES, FOUR AREAS, FIFTY NINE POINT SIXTY FOUR CENTIARES; registered in the
Public Registry of Property of this City under the entry number 6029567, civil section, dated August 09, 2011, which also has
the following boundaries and measures: to the North: 320.373 M. WITH AN EXPROPRIATION OF THE FEDERAL ELECTRICITY COMMISSION; To
the East: 609.199 M. WITH LAND CORRESPONDING TO MINOR PROPERTY; to the South, IN IRREGULAR LINE 419.649 M. WITH AN EXPROPRIATION
OF CORETT; to the West, in 506.680 M. WITH PARCEL 32; the foregoing in accordance with the distribution proposal, and with respect
to which there was no opposition, consequently, it is RESOLVED: FIRST.- The real state described above is adjudicated in favor
of LOURDES and ADRIANA, both with last names VALDIVIA LOMELÍ, and in the terms of the sole whereas of this resolution.-
SECOND.- In its opportunity, send the original rulings to the Notary Public elected by the interested party, to the effect of
adjudicating and formalizing the corresponding deed.- THIRD.- NOTIFY.- THEREFORE, definitively judging, THE FIRST CIVIL INSTANCE
CIVIL JUDGE OF PLAYAS DE ROSARITO, MR. HUMBERTO TAMAYO CAMACHO resolved and executed, before the Secretary of Resolutions, who
authorizes and attests.- Two illegible signatures”. ----------------------------------------------------------











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 7



--- TWELVE.-Prior
request of the plaintiffs of the mentioned Successor Trial, dated December ten, two thousand twelve, by means of a ruling of the
same date, the Adjudication Court Resolution mentioned above was declared as final and it was ordered to deliver to the undersigned
Notary, the rulings of the mentioned Trial, to formalize the Adjudication Court Resolution. ---------------------------------------------------



--- The mentioned ruling in
the corresponding part reads: “...... As requested by the plaintiffs (sic) in the referred writ, in first place,
and supporting the provisions of article 76 of the Civil Procedural Code in force for this Federative Entity, they are considered
as being implicitly notified (sic) and accepting the final resolution issued within these procedures, dated December seven, two
thousand twelve, (visible in pages 45 and 46 of the proceedings) in each and all of its terms and legal scope, for the applicable
legal effects. Consequently, it is hereby stated that the mentioned resolution HAS BEEN CONSIDERED AS FINAL, for the applicable
legal consequences, in accordance with the provisions of paragraph I of article 421 of the mentioned legal document.- Likewise
and in compliance with the second resolvingitem of the resolution mentioned above; consequently, send an OFFICIAL WRIT
to the Notary Public number eighteen, Mr. RAMÓN ANDRÉS GRACIANO DUEÑAS, with known domicile in such City,
returnable to this Court, to formalizing the adjudication court resolution, for the applicable legal effects.- ......
In its opportunity, file this matter as fully completed, with the previous preparation of the corresponding notes in the
Government Book.- NOTIFY.- Thus was agreed and executed by THE FIRST CIVIL INSTANCE JUDGE OF PLAYAS DE ROSARITO, MR. HUMBERTO
TAMAYO CAMACHO, before his Secretary of Resolutions, MRS. JETSABEL FRAUSTO MARTÍNEZ, who authorizes and attests.- Two illegible
signatures”. ---------------------------------------------











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 8



--- THIRTEEN.-By
means of ruling dated December ten, two thousand twelve, the presiding judge had the undersigned Notary as appointed to grant the
adjudication deed of the real estate and placed at my disposal the file of the related trial, in order to grant the corresponding
deed. ----------------------------------------------------------------



--- FOURTEEN.-The
judicial file previously mentioned was received in this Notarial Office, with Official Writ number 135/2012 (one hundred and
thirty five slash two thousand twelve), dated December ten, two thousand twelve, which is attached to the appendix of this
deed with the letter “B”. -------------------------------------------------------



--- FIFTEEN.-Considering
that the heirs currently are not in economic conditions to pay the expenses caused for the adjudication of the five fractions
of land resulting from the subdivision of parcel number 33 Z-1 P 2/5 (thirty three Z dash one P two slash five), without
block number, of Ejido Mazatlán, in the Municipality of Playas de Rosarito, Baja California, they have agreed on the
partial adjudication of the inheritance solely and exclusively with respect to the Lot fraction 33-1 (thirty three dash one),
with a surface of 120,000.00 M2 (one hundred and twenty thousand) square meters and which was described in the first
paragraph of Statement THREE of this public deed.
-------------------------------------------------------------------------------------



--- SIXTEEN.-That
lot fraction 33-1 (thirty three dash one), mentioned above, is registered with the cadastral code number EM-033-001 (EM dash zero
three three dash zero zero one), and is free of encumbrances and tax charges, as evidenced with the Taxes Non-encumbrances Certificate
which is shown to me, of which I have produced a simple copy, which prior comparison, I attach to the appendix of this deed under
the letter “C”. Likewise it is evidenced with the Certification issued by the State Commission of Public Services
of Tijuana, that the mentioned real estate is located in a zone without potable water or sanitary sewerage systems. Therefore,
payment of the corresponding rights for connection and installation are pending, upon definition of the land use and granted by
said authority, attaching to the appendix of this deed, a compared simple copy of the mentioned document, identified with the
letter “D”.---------------------------------------------------------------------------------------------------------------



---
SEVENTEEN.-That she also shows to me, the topographic survey of the mentioned real estate, duly authorized by the Cartography
Department of the Planning and Cadastral Direction of the Municipality of Playas de Rosarito, Baja California, of which a simple
copy is produced and compared, and attached to the appendix of this deed under the letter “E”.-------------------------------------------------------------------------



--- EIGHTEEN.-That
she also shows me the appraisal of the mentioned real estate, carried out by Mr. Marcelo Gonzalo González Alvear,
valuation expert authorized by the Municipality of Playas de Rosarito, Baja California, under the number PV-023/99 (PV dash
zero two three slash nine nine) and validated by the appraisal area of ABC Capital, Sociedad Anonima, Institución de
Banca Múltiple, of which I produced a simple copy which I compared and attached to the appendix of this deed under the
letter “F”. ------------------------------------------------------------------------------------------
-











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 9



---
NINETEEN.-That such real estate is free of encumbrances and ownership limitations, as evidenced in the Certificate issued
by the Public Registry of Property and Commerce of Playas de Rosarito, Baja California, which is shown to me and attached to the
appendix of this deed, under the letter “G”. --------------------------------



---After stating the foregoing,
the appearing parties, grant the following: ----------------



---------------------------------------------
CLAUSES---------------------------------------------



--- FIRST.-The
adjudication court resolution dated December seven, two thousand twelve, passed within the proceedings of the Legitimate Succession
Trial of the Assets of Mrs. Rosenda Lomelí Luna, also known as Ms. Rosenda L. de Valdívia is formalized, in terms
transcribed above. -----------------------------------------------------------------------



--- SECOND.-In compliance
with the court resolution dated December seven, two thousand twelve, and by the express agreement of the appearing parties, the
partial allocation of the inherence of the mentioned Succession is formalized, in favor of Messrs. Lourdes and Adriana, both with
last names Valdivia Lomelí, who acquire the Lot fraction 33-1(thirty three dash one), resulting from the subdivision
of the parcel number 33 Z-1 P 2/5 (thirty three Z dash one P two slash five), without block number, of Ejido Mazatlán, in
the Municipality of Playas de Rosarito, Baja California,whose surface, boundaries and measures were described in the first
paragraph of Statement THREE of this deed, which is hereby reproduced as if it were transcribed, and which they acquire jointly,
without division and in equal parts. ------------------------------------------------------------------------



--- THIRD.-This
adjudication is subject to the following: -----------------------------------



--- a) It comprises the
real estate in its currently conditions, with all of its accessories.



--- b) The real estate is
transferred to the acquirers free of any encumbrances, in accordance with the provisions of article 2,199 (two thousand one hundred
and ninety nine) of the Civil Code for the State of Baja California. ---------------------------------------



--- c) This adjudication
is fully governed by the provisions of the Civil Code in force in the State of Baja California. -----------------------------------------------------------------------



---
FOURTH.-Any tax, duties and expenses incurred as a result of the granting of this deed and its registration before the
Public Registry of Property and Commerce, shall be at the expense of the acquirers. --------------------------------------------------------------



-------------------------------NOTARIAL
CERTIFICATION--------------------------



--- I, the authorizing Notary
Public hereby certify and attest: -------------------------------



--- a).- The truthfulness
of the act;---------------------------------------------------------------



---
b).- That the related and inserted information is faithfully consistent with its originals, from which such information was obtained,
attaching to the appendix under the letter “H”, duly certified copy of the corresponding proceedings of the
judicial file, returning by means of an official letter, the original rulings of such file to the Court of its origin. -------------------------------------------------------------------------------------------











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 10



--- c).- That the appearing
parties identify themselves to my satisfaction, with the documents show to me, of which I produced simple copies that I compare
and attach to the appendix of this volume as Exhibits “I”. ------------------------------------------ d).- That,
in my judgment, the appearing parties are apt and capable for this granting, as the opposite is not otherwise evidenced to me.
--------------------------------



--- e).- That under oath
of telling the truth, by their generals, they stated to be: -------



--- LOURDES VALDIVIA LOMELI,
Mexican, born in Tijuana, Baja California, on June nine, one thousand nine hundred seventy three, dedicated to housework, married,
with domicile in Boulevard Benito Juárez number 104-21 (one hundred and four dash twenty one) Zona Centro, Playas de Rosarito,
Baja California, temporally in this city of Tijuana, Baja California. --------------------------------------------------------------------------



--- ADRIANA VALDIVIA LOMELI,
Mexican, born in Tijuana, Baja California, on July twenty seven, one thousand nine hundred seventy seven, dedicated to housework,
married under the regime of separate assets, which is evidenced with the certified copy of her certificate of marriage shown to
me, of which a compared photostatic copy is attached to the appendix of this deed with the letter “J”,with
the same domicile as the one mentioned above, temporally in this city of Tijuana, Baja California. -------------



--- Having read this instrument
to the appearing parties, to whom I explained the legal scope and consequences thereof, they stated their agreement with its content,
executing it before me, on March eight, two thousand thirteen. I attest.------------------



--- LOURDES VALDIVIA LOMELI,
Executed.- ADRIANA VALDIVIA LOMELI, Executed.-Before Me.- The signature and seal of the Notary. --------------------------------------------



--------------------------------
I DEFINITELY AUTHORIZE-----------------------------------



--- THIS DEED FOR HAVING
COMPLIED THE REQUIREMENTS PROVIDED BY LAW.- I ATTEST. ----------------------------------------------------------------------------------------------



--- TIJUANA, B.C., ON MARCH
11, 2013. -------------------------------------------------------



----------------------------------
SUPPLEMENTARY NOTES-----------------------------------



--- FIRST NOTE.- ON MARCH
11, TWO THOUSAND THIRTEEN, I GAVE TO REGISTRATION OFFICER OF THE PUBLIC REGISTRY OF PROPERTY AND COMMERCE OF PLAYAS DE ROSARITO,
BAJA CALIFORNIA, THE PRE-EMPTIVE NOTICE OF THE CENTER INSTRUMENT, WHICH I ATTACH TO THE APPENDIX THEREOF, UNDER ITS NUMBER AND
THE LETTER “K”.- I ATTEST.- AN INITIAL. ----------------------------------



--- SECOND NOTE.- ON
MARCH 11, TWO THOUSAND THIRTEEN, I RECEIVED THE EVIDENCE OF PAYMENT OF THE REAL ESTATE ACQUISITION AND TRANSFER OF OWNERSHIP
TAX, WHICH I ATTACH TO THE APPENDIX OF THE CENTER INSTRUMENT UNDER ITS NUMBER AND THE LETTER “L”.- I
ATTEST.- AN INITIAL. ---











PUBLIC NOTARY NUMBER 18

Mr. Ramón Andrés
Graciano Dueñas



Page 11



---IT
IS A FIRST NOTARIAL COPY, WHICH I ISSUE FOR USE OF “LOURDES VALDIVIA LOMELÍ and ADRIANA
VALDIVIA LOMELÍ”, WHICH I CERTIFY THAT IS FAITHFULLY CONSISTENT WITH ITS ORIGINAL WITH WHICH I
COMPARED IR, ISSUED IN SIX USEFUL PAGES, PROTECTED WITH KINEGRAMAS OF THIS NOTARY, PLUS ONE HUNDRED AND FORTY SEVEN THAT
CORRESPOND TO THE APPENDIX, INCLUDING ITS COVER PAGE, ALL OF THEM DULY COMPARED, PROOFREAD AND AUTHORIZED WITH THE SIGNATURE
OF THE NOTARY AND SEAL OF THE NOTARY.- I ATTEST. ---------



--- TIJUANA, BAJA CALIFORNIA,
ON MARCH ELEVEN, TWO THOUSAND THIRTEEN. ---------------------------------------------------------------------------



(Illegible Signature)



MR. RAMON ANDRES GRACIANO
DUEÑAS



PUBLIC NOTARY NUMBER 18















Government of the State of
Baja California

Public Registry of Property
and Commerce of Playas de Rosarito



This office hereby evidences
that this document was registered with:



|Entry:6032845                                 | Official Receipt:4090
|--------------------------------------------- | ---------------------
|Registry date:March 12, 2013                  | Date:MARCH 12, 2013  
|Section:CIVIL                                 | Hour:08:13:07        
|Analyst:Ms. KARLA MARITZA BESNEIRIGOYEN PEREZ | Flyer:585319         



FORMALIZATION OF THE PROCEEDINGS OF
SUCCESSORY TRIAL



|PUBLIC DEED       | FIRST NOTARIAL COPY OF THE PUBLIC DEED NUMBER 5335 OF THE VOLUME NUMBER 178 DATED MARCH 08, 2013, GRANTED BEFORE THE NOTARY PUBLIC NUMBER 18 OF TIJUANA B.C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|KIND OF TRIAL     | FORMALIZATION AND PARTIAL ADJUDICATION OF ASSETS OF THE LEGITIMATE SUCCESSION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ASSETS OF         | ROSENDA LOMELÍ LUNA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|HEIR(S(           | * VALDIVIA LOMELI LOURDES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                  | *VALDIVIA LOMELI ADRIANA BOTH IN THEIR CAPACITY AS SOLEAND UNIVERSAL HEIRS Lot: FRACTION: 33-1, RESULTING FROM THE SUBDIVISION OF PARCEL 33 Z-1 P-2/5 EJIDO MAZATLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  | Surface: 120,000.00 M2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                  | Cadastral Code: EM-033-001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                  | NORTHEAST: 184.622 M. WITH C.F.E. EXPROPRIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                  | 4.638 M. WITH FRACTION 33-4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                  | 154.720 M. WITH PARCEL NUMBER 32                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                  | 351.963 M. WITH PARCEL NUMBER 32                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                  | SOUTHEAST: 551.276 M. WITH FRACTION 33-2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                  | 15.240 M. WITH FRACTION 33-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | 0.194 M. WITH CORETT EXPROPRIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                  | SOUTHWEST: 4.750 M. WITH THE FRACTION 33-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                  | NORTHWEST: 12.043 M. WITH FRACTION 33-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  | 15.015 M. WITH FRACTION 33-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | 40.274 M. WITH FRACTION 33-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | 19.781 M. WITH FRACTION 33-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | 44.835 M. WITH CORETT EXPROPRIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  | 14.682 M. WITH FRACTION 33-4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | 0.116 M. WITH CORETT EXPROPRIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                  | 16.319 M. WITH CORETT EXPROPRIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  | 14.781 M. WITH FRACTION 33-5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | 90.193 M. WITH CORETT EXPROPRIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  | NO CONSTRUCTIONS ARE INDICATED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|EXECUTOR          | LOURDES VALDIVIA LOMELI                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|SPECIAL PROVISION | --IN COMPLIANCE OF THE ADJUDICATION RESOLUTION DATED DECEMBER 07, 2012, AND BY EXPRESS
AGREEMENT OF THE APPEARING PARTIES, THE PARTIAL ADJUDICATION OF THE INHERITANCE OF THE MENTIONED SUCCESSION IS FORMALIZED, IN
FAVOR OF MESSRS. LOURDES AND ADRIANA, BOTH WITH LAST NAMES VALDIVIA LOMELI, WHO ACQUIRE THE LOT FRACTION 33-1, RESULTING FROM
THE SUBDIVISION OF THE PARCEL NUMBER 33 Z-1 P 2/5, WITHOUT BLOCK NUMBER, OF EJIDO MAZATLÁN, IN THE MUNICIPALITY OF PLAYAS
DE ROSARITO, BAJA CALIFORNIA, WHOSE SURFACE, MEASURES AND BOUNDARIES WERE DESCRIBED IN THE FIRST PARAGRAPH OF STATEMENT THREE
OF THE INSTRUMENT THAT IS BEING REGISTERED, WHICH IS HEREBY REPRODUCED AS IF IT WAS TRANSCRIBED AND THAT THEY ACQUIRE JOINTLY,
WITHOUT DIVISION AND IN EQUAL PARTS.
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|BANK APPRAISAL    | 164,400,000.00 PESOS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ANTECEDENTS       | Section: CIVIL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                  | Entry: 6029567                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                  | Date: AUGUST 09, 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                  | Act: OWNERSHIP TITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          





Seal that reads:



(Public Registry of Property and Commerce

of the State of Baja California, Registry

Office, CIVIL SECTION)











Government of the State of Baja
California

Public Registry of Property
and Commerce of Playas de Rosarito



This office hereby evidences
that this document was registered with:



|Entry:6032845                                 | Official Receipt:4090
|--------------------------------------------- | ---------------------
|Registry date:March 12, 2013                  | Date:MARCH 12, 2013  
|Section:CIVIL                                 | Hour:08:13:07        
|Analyst:Ms. KARLA MARITZA BESNEIRIGOYEN PEREZ | Flyer:585319         



FORMALIZATION OF THE PROCEEDINGS OF SUCCESSORY
TRIAL



|ANTECEDENTS | Section: CIVIL                     
|----------- | -----------------------------------
|            | Entry: 6029984                     
|            | Date: OCTOBER 05, 2011             
|            | Act: SUBDIVISION OF PROPERTY       
|            |                                    
|            |                                    
|            | Section: CIVIL                     
|            | Entry: 6031681                     
|            | Date: AUGUST 06, 2012              
|            | Act: OFFICIAL WRIT OF RECTIFICATION



THE PUBLIC SUB REGISTAR OF THE PROPERTY
AND COMMERCE

MRS. MARIA GUADALUPE MORALES HUERTA



ADVANCED ELECTRONIC SIGNATURE:



MIMBQV8GCSqGSIb3DQEHA6CDAUFPMIMBQUoCAQAxggHHMIIBwwlBADCCA
SowggEjMREwDwYDVQQHEwhNZXhpY
2FsaTEYMBYGA1UECBMPQmFqYSBDYWxpZm9ybmlhMQsw
CQYDVQQGEwJNWDEOMAwGA1UEERMFMjEwMDAxJjA
kBgNVBAkTHUNhbHphZGEgSW5kZXBlbmRlbmNp
YSBOby4gOTkOMSkwJwYDVQQDEyBBdXRvcmlkYWQgQ2VydGlma
WNhZG9yYSBkZWwgROVCQzEp
MCcGA1UECxMgRGlyZWNjaWQ9ulEdlbmVyYWwgZGUgSW5mb3JtYXRpY2ExLzAtBgN
VBAoTJkdv
Ymllcm5vlGRlbCBFc3RhZG8gZGUgQmFqYSBDYWxpZm9ybmlhMSgwJgYJKoZlhvcNAQkBFhlhdXRvY2VydGl

maWNhQGJhamEuZ29iLm14AgEqMAOGCSqGSlb3DQEBAQUABIGAVkQQb5ifeh8uT36mkRYS



Authenticity code: 2046083



To Verify the Authenticity of
the filing, consult in: http:www.bajacalifornia.gob.mx/rppc



Seal that reads:



(Public Registry of Property and Commerce

of the State of Baja California, Registry

Office, CIVIL SECTION)











MR. RAMON ANDRES GRACIANO DUEÑAS

NOTARY PUBLIC NUMBER 18



|DEED NUMBER                |                        
|-------------------------- | -----------------------
|VOLUME                     | 5,335                  
|178
        APPENDIX FILES | 46                     
|                          
|                           |                        
|EXHIBIT A                  | DEATH CERTIFICATE      
|EXHIBIT B                  | OFFICIAL WRIT 135/2012 
|EXHIBIT C                  | TAX CERTIFICATE        
|EXHIBIT D                  | CESPT CERTIFICATION    
|EXHIBIT E                  | TOPOGRAPHIC SURVEY     
|EXHIBIT F                  | APPRAISAL              
|EXHIBIT G                  | REGISTRY CERTIFICATE   
|EXHIBIT H                  | JUDICIAL PROCEEDINGS   
|EXHIBIT I                  | IDENTIFICATIONS        
|EXHIBIT J                  | CERTIFICATE OF MARRIAGE
|EXHIBIT K                  | PRE-EMPTIVE NOTICE     
|EXHIBIT L                  | ISABI                  
|EXHIBIT M                  |                        
|EXHIBIT N                  |                        
|EXHIBIT O                  |                        
|EXHIBIT P                  |                        
|EXHIBIT Q                  |                        
|EXHIBIT R                  |                        
|EXHIBIT S                  |                        
|EXHIBIT T                  |                        
|EXHIBIT U                  |                        
|EXHIBIT V                  |                        
|EXHIBIT W                  |                        
|EXHIBIT X                  |                        
|EXHIBIT Y                  |                        
|EXHIBIT Z                  |                        











|UNITED MEXICAN STATES
        FREE AND SOVEREIGN STATE OF NAYARIT
        CONSTITUTIONAL TOWNSHIP OF THE MUNICIPALITY
        OF TEPEC
        
        CIVIL REGISTRY
        
        DEATH CERTIFICATE
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|OFFICE                                                                                                                                                                                                   
|1                                                                                                                                                                                                        
|LOCTION                                                                                                                                                                                                  
|TEPIC                                                                                                                                                                                                    
|                                                                                                                                                                                                         



|DATA OF THE DECEASED INDIVIDUAL                                                                                                                                                                                                                                                                        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ROSENDA	                                                LOMELÍ	                                                           LUNA
        Name(s)                                                     First Last Name                                           	Second Last Name                         
|GENDER                                                                                                                                                                                                                                                                                                 
|FEMALE                                                                                                                                                                                                                                                                                                 
|PLACE OF BIRTH                                                                                                                                                                                                                                                                                         
|TEPIC	                                                       TEPIC	                                                                         NAYARIT
        Located at	                                                    Municipality	                                                          State
|NAME OF THE SPOUSE                                                                                                                                                                                                                                                                                     
|BERNABE                                                 VALDIVIA	                                                       TOVAR
        Name(s)	                                               First Last Name                                             Second Last Name                              
|NAME OF THE FATHER                                                                                                                                                                                                                                                                                     
|ALBERTO                                                 LOMELÍ	                                                           GUTIÉRREZ
        Name(s)	                                               First Last Name                                             Second Last Name                        
|NAME OF THE MOTHER                                                                                                                                                                                                                                                                                     
|MARINA                                                  LUNA                                                                PÉREZ
        Name(s)	                                               First Last Name                                             Second Last Name                          



|DEATH DATA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DATE OF DEATH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|AUGUST 6, 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|CAUSE OF DEATH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|VENTRICULAR (ILLEGIBLE) B): CHRONIC ARTERIAL INSUFFICIENCY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(ILLEGIBLE) No. 327 OF 15/03/1943 TEPIC, NAYARIT MARRIGE CERTIFICATE NO. 392 OF 22/09/1970 XALISCO, NAYARIT.- ACC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|THIS CERTIFICATE IS ISSUED IN COMPLIANCE WITH THE
        PROVISIONS OF ARTICLES 35, 39, 48, 50 AND OTHER RELATED PROVISIONS OF THE CIVIL CODE FOR THE STATE OF NAYARIT; 3, 5, 6 AND OTHER
        RELATED PROVISIONS OF THE REGULATIONS OF THE CIVIL REGISTRY IN FORCE FOR THE MUNICIPALITY; IN TEPEC, NAYARIT, AUGUST 13, 2012.
        I ATTEST.
        
        
        
        
        
        
        Seal that reads:
        
        (H.XXXIX CONSTITUTIONAL TOWNSHIP
        OF TEPIC, NAYARIT, CIVIL REGISTRY
        DIRECTION, OFFICE No.1)
        
        
        
        
        
        (Illegible Signature)
        Mr. LUIS ALBERTO BERUMEN
        LOERA1184582
        CIVIL REGISTRY DIRECTOR











|                            | Exhibit:  B     
|--------------------------- | ----------------
|                            | Instrument: 5335
|Seal that reads:            | Volume: 178     
|(JUDICIAL BRANCH, Superior  |                 
|Justice Court of the State) |                 



| | ENTITY: FIRST INSTANCE CIVIL COURT
| | ----------------------------------
| | OF PLAYAS DE ROSARITO, B.C.       
| | CIVIL SECTION                     
| | OFFICIAL WRIT NUMBER: 135 /2012   
| | FILE NUMBER:  832/2012            
| |                                   



Matter: The one indicated



|NOTARY
    PUBLIC NUMBER EIGHTEEN | 
|--------------------------------- | 
|OF
    THE CITY OF TIJUANA, BAJA  | 
|CALIFORNIA.                       | 
|PRESENT:                          | 



In compliance
with that ordered by means of the ruling dated December ten of this year, issued within the proceedings of the file number 832/2012,
arising from the trial LEGITIMATE SUCCESSION OF ASSETS OF ROSENDA LOMELI LUNA, it was ordered to deliver this official writ
to You, in order for you to proceed to the granting of the corresponding deeds with respect to the assets that are part of the
estate of the deceased individual.



Without any other particular
matter for the moment I restate to you the assurances of my kind and distinguished consideration.



|                         | SINCERELY                            | 
|------------------------ | ------------------------------------ | 
|Seal that reads:         | “Effective suffrage no reelection”   | 
|                         | Playas de Rosarito, Baja California; | 
|(JUDICIAL BRANCH OF THE  | on December 10 two thousand twelve.  | 
|STATE OF BAJA CALIFORNIA | FIRST INSTANCE CIVIL JUDGE           | 
|FIRST INSTANCE CIVIL     |                                      | 
|COURT PLAYAS DE          |                                      | 
|ROSARITO, B.C.)          | (Illegible signature)                | 
|                         |                                      | 
|                         | Mr. HUMBERTO TAMAYO CAMACHO          | 



| | Seal that reads:               
| | -------------------------------
| |                                
| | (ANDRES GRACIANO DUEÑAS,       
| | NOTARY PUBLIC NUMBER 18,       
| | TIJUANA, B.C.                  
| |                                
| | Received on December 10, 2013  
| |                                
| | Av. Guanajuato No. 2437, Col.  
| | Cacho, Tijuana B.C. C.P. 22136)

















|PLAYAS DE ROSARITO         | 
|-------------------------- | 
|V Township 2012- 2013      | 
|A government closer to you | 



H. V. TOWNSHIP OF PLAYAS DE ROSARITO, B.C.

MUNICIPAL TREASURY

COLLECTION OF MUNICIPAL INCOME



TAXES
NON-ENCUMBRANCES CERTIFICATE



The undersigned,
MRS. MARIA DEL ROSARIO MALDONADO MARTÍNEZ Municipal Collector of Income, in accordance with the data registered in the files
of this Collection Office, in connection with Article 9 Section V of the Internal Regulations of the Municipal Treasury of Playas
de Rosarito B.C.,



CERTIFIES:



That the plot of land owned by ROSENDA LOMELÍ; which
characteristics are described below:



|CADASTRAL CODE   | EM-033-001           
|---------------- | ---------------------
|RATE:            | 1.65                 
|SURFACE:         | 120,000.00           
|TAX VALUE:       | 14,340,000.00        
|HOMOGENEOUS ZONE | 051                  
|LOCATION         | C. SEVENTH; PARCEL 33
|LAST PERIOD PAID | 2013/6               



“EXCEPT FOR ERROR OR OMISSION, IS FREE OF TAX ENCUMBRANCES,
THIS CERTIFICATE SHALL BE VALID EXCLUSIVELY FOR THE TAX YEAR 2013”.



In Playas de Rosarito B.C., with the previous
payment of the corresponding rights according to receipt number 07- 5346; On February 9, 2013, this certification is issued per
request of the interested party and for the applicable legal effects.



SINCERELY

EFECTIVE SUFRAGE, NO REELECTION

MUNICIPAL INCOME COLLECTOR



(Illegible signature)

MRS. MARIA DEL ROSARIO MALDONADO MARTINEZ



|(Illegible signature)                              |  | (Illegible Signature)                                     
|-------------------------------------------------- |  | ----------------------------------------------------------
|PROMOTOR OF URBAN DEVELOPLMENT
        OF ROSARITO |  | URBANIZATION BOARD OF THE STATE
        OF BAJA CALIFORNIA



|(Illegible signature)                  
|---------------------------------------
|INCOME COLLECTION OF PLAYAS DE ROSARITO
|OF THE MINISTRY OF PLANNING FINANCE    



NOTE 1: This document is not valid if it has deletions,
erasures or amendments

NOTE 2: In the event that registrations of other
Entities of the State Government are necessary, use the reverse of this document.













Exhibit: E

Instrument: 5835

Volume: 178



|(Topographic
        Survey)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | LOCATION:
        
        (Location
        map)                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|LINK:
        
        (Map)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Notes:
        1.- This cartogram
        was prepared based on the technical data described in the ownership document and on the points established in the field.
        2.- The rights
        of the neighbors shall remain safe to be enforced (Article 24 of the Cadastral Real Estate Law for the State of B.C.)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Symbology:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Planning
                                         and Cadastral Direction
        Cartography
        Department                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Name
                                         of the Expert: Mr. Miguel Angel
                                                                              Guerrero
                                         H.
        Federal
        Registry: 1563218
        State
        Registry: 5284/91
        Number
        of the Expert: CR - 04
        
        (ILLEGIBLE
        SIGNATURE)                                                                                                                                                                                                                                                                                                                                                                     | Name
                                         of the Owner(s):
        LOMELÍ
        ROSENDA
        Physical-Documental
        Surface:
        120,000,000M2
        Cadastral code:	    EM-033-001
        Place:
        Ejido Mazatlán,
        Municipality Playas de Rosarito
|Date:
    February 1, 2013                      	Scale:
    1 : 1,500                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Number
    of maps: 
1/1                                                                                                                                                                                                                                                              
|Documentation:
                                         Subdivision of real estate official writ number DFR-SFR-068-2011 dated
        September 26,
        2011 P.R.P.C. Entry 6029984 Registration on October 05, 2011, Section: Civil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|PLANNING
                                         AND CADASTRAL DIRECTION
        OF
        THE MUNICIPALITY PLAYAS DE ROSARITO, B.C
        
        CERTIFIES
        That for purposes
        of the topographic survey and except for error, omission or amendment, the surface, measures and boundaries of the documental
        polygon of this map corresponds to the registration data of this Cadastral Direction under the cadastral code number EM-033-001
        and which were verified and resubmitted by the executing official expert.
        
        OWNERSHIP IS
        NOT CERTIFIED
        
        February 01,
        2013
        
        (Illegible
        signature)	                             (Illegible
        signature)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                       













|ABCCAPITAL                            | Blvd. Manuel Avila Camacho, Colonia Lomas
|------------------------------------- | -----------------------------------------
|de Chapultepec C.P. 11000            
|Delegacion Alvaro Obregon Mexico D.F.



| | Exhibit “L”           
| | ----------------------
| | Instrument number 5335
| | Volume number 178     



|VALUATION
    UNIT:               | ABC CAPITAL,
    S.A. INSTITUCIÓN DE BANCA MULTIPLE
|--------------------------------- | ---------------------------------------------------
|APPRAISAL
    INFORMATION SUMMARY



| |              | 
| | ------------ | 
| |              | 
| |              | 
| | (Photograph) | 
| |              | 
| |              | 
| |              | 

INTERIOR
VIEW OF THE REAL ESTATE



|1  |  | Key
    of the Appraisal. Number assigned by the Valuation Unit.     | 54179                                                                           
|-- |  | -------------------------------------------------------------------- | --------------------------------------------------------------------------------
|2  |  | Date of Appraisal.
    In DD/MM/YYYY format.                         | 08/02/2013                                                                      
|3  |  | Infonavit Registration
    Number (if applicable)                    | NOT
    APPLICABLE                                                              
|4  |  | Key of the Comptroller
    certifying the Appraisal SHF Number       | 0903492                                                                         
|5  |  | Key of the Appraiser
    carrying out the Appraisal SHF Number       | 0400663                                                                         
|6  |  | Key of the entity
    granting the credit                            | NOT
    APPLICABLE                                                              
|7  |  | Constructor,
    in the event of new housing                         | NOT
    APPLICABLE                                                              
|8  |  | Purpose.                                                             | FOR
    PURPOSES OF NOTARIZATION                                                
|9  |  | Kind of Real
    Estate to be appraised                              | UNOCCUPIED
    LAND                                                             
|10 |  | Street and number
    or equivalent.                                 | SÉPTIMA
    WITHOUT NUMBER                                                      
|11 |  | Name of the condominium.                                             | LOCATED
    BETWEEN THE LIENZO CHARRO NEIGHBORHOOD AND THE C.F.E. PLANT         
|12 |  | Neighborhood.                                                        | PARCEL
    33 Z-1 P-2/5 BELONGING TO THE EJIDO MAZATLAN PLAYAS DE ROSARITO, B.C.
|13 |  | Zip code.                                                            | 22707                                                                           
|14 |  | Municipality
    or Delegation Key according to INEGI catalog.       | 5                                                                               
|15 |  | Federative Entity
    Key according to INEGI catalog.                | 2                                                                               
|16 |  | Real estate tax
    account number.                                  | EM-033-001.                                                                     
|17 |  | Urban proximity
    reference.                                       | CENTRIC                                                                         
|18 |  | Urban infrastructure
    level                                       | 2                                                                               
|19 |  | Type of Real
    Estate                                              | 0                                                                               
|20 |  | Remaining Useful
    Life in months.                                 | NA                                                                              
|21 |  | Year of termination
    or remodeling of the construction works (for | NA                                                                              
|22 |  | General leasable
    units                                           | NA                                                                              
|23 |  | Leasable units                                                       | NA                                                                              
|24 |  | Surface of the
    plot in m2.                                       | 120,000.00                                                                      
|25 |  | Construction
    surface in m2.                                      | NA                                                                              
|26 |  | Accessory surface
    in m2.                                         | NA                                                                              
|27 |  | Saleable surface
    in m2.                                          | NA                                                                              
|28 |  | Comparative market
    value.                                        | $                -                                                              
|29 |  | Physical
    value of the plot.                                      | $164,400,000.00                                                                 
|30 |  | Physical
    value of the construction.                              | $                -                                                              
|31 |  | Amount
    of the concluded value in pesos.                          | $164,400,000.00                                                                 
|32 |  | Amount
    of the concluded value in dollars US. Cy.                 | $12,914,375.49                                                                  
|   |  |                                                                      |                                                                                 



| |  | SIGNATURE                         |  |  |  | SIGNATURE                                        | 
| |  | --------------------------------- |  |  |  | ------------------------------------------------ | 
| |  |                                   |  |  |  |                                                  | 
| |  | (Illegible Signature)             |  |  |  | (Illegible Signature)                            | 
| |  |                                   |  |  |  |                                                  | 
| |  | PROFESSIONAL APPRAISER SIGNATURE  |  |  |  | SIGNATURE AND SEAL                               | 
| |  | MR. MARCELO GONZÁLEZ ALVEAR       |  |  |  | MRS. ANA LAURA PALAZUELOS ILLADES                | 
| |  | AUTHORIZATION KEY SHF: 0400663    |  |  |  | AUTHORIZATION KEY SHF: 0903492                   | 
| |  | MUNICIPAL TAX REGISTRY: PV-023/99 |  |  |  | 0903492                                          | 
| |  |                                   |  |  |  |                                                  | 
| |  |                                   |  |  |  | Seal that reads:                                 | 
| |  |                                   |  |  |  | (VALUATION UNIT                                  | 
| |  |                                   |  |  |  | 09064                                            | 
| |  |                                   |  |  |  | APPRAISALS CERTIFICATION                         | 
| |  |                                   |  |  |  | ABC CAPITAL, S.A., Institución de Banca Múltiple | 
| |  |                                   |  |  |  | ANA LAURA PALAZUELOS ILLADES                     | 
| |  |                                   |  |  |  | 0903492)                                         | 











|ABCCAPITAL                            | Blvd. Manuel Avila Camacho, Colonia Lomas
|------------------------------------- | -----------------------------------------
|de Chapultepec C.P. 11000            
|Delegacion Alvaro Obregon Mexico D.F.



|APPRAISAL NUMBER 54179
|----------------------
|A P P R A I S A L     
|                      
|I.- GENERAL ASPECTS   
|                      
|I.1. ANTECEDENTS      



|NAME OF THE PROFESSIONAL APPRAISER:              | MR. MARCELO GON ZALEZ ALVEAR                                           
|------------------------------------------------ | -----------------------------------------------------------------------
|KEY OF THE PROFESSIONAL APPRAISER:               | 0400663                                                                
|KEY OF THE PROFESSIONAL APPRAISER                |                                                                        
|BEFORE THE CADASTRAL OFFICE:                     | PV-023/99                                                              
|SPECIALIZATION:                                  | REAL ESTATES                                                           
|NAME OF THE COMPTROLLER:                         | MRS. ANA LAURA PALAZUELOS
    ILLADES                                  
|KEY OF THE COMPTROLLER:                          | 0903492                                                                
|SPECIALIZATION:                                  | REAL ESTATES                                                           
|KEY OF THE APPRAISAL:                            | 54179                                                                  
|DATE OF THE APPRAISAL:                           | FEB 08, 2013                                                           
|NAME OF THE VALUATION UNIT:                      | ABC CAPITAL, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE                       
|KEY OF THE VALUATION UNIT:                       | 9064                                                                   
|NAME OF THE CONSTRUCTOR FOR NEW                  | NOT APPLICABLE                                                         
|HOUSING:                                         |                                                                        
|REGISTRATION NUMBER INFONAVIT:                   | NOT APPLICABLE                                                         
|INFONAVIT CONDOMINIUM REGISTRATION               | NOT APPLICABLE                                                         
|NUMBER:                                          |                                                                        
|PURPOSE OF THE APPRAISAL:                        | ESTIMATE THE VALUE OF
    THE PLOT IN ITS CURRENT CONDITIONS           
|PURPOSE OR USE OF THE APPRAISAL:                 | FOR PURPOSES OF NOTARIZATION                                           
|KEY OF THE GRANTING ENTITY:                      | NOT APPLICABLE                                                         
|                                                 |                                                                        
|I.2.-
    GENERAL INFORMATION OF THE REAL ESTATE
|                                                 |                                                                        
|TYPE OF REAL ESTATE TO BE APPRAISED:             | UNOCCUPIED LAND                                                        
|LOCATION OF THE REAL ESTATE:                     | TOWN OF ROSARITO BETWEEN THE CFE PLANT (NORTHBOUND)                    
|                                                 | AND THE DEVELOPMENT HACIENDA FLORESTA DEL MAR                          
|STREET:                                          | (SOUTHBOUND)                                                           
|OFFICIAL NUMBER:                                 | SEVENTH AS ACCESS                                                      
|MACROLOT:                                        | WITHOUT NUMBER                                                         
|SUPERBLOCK:                                      |                                                                        
|BLOCK:                                           | PARCEL 33 Z-1 P-2/5                                                    
|LOT:                                             | FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL
    33 Z-1 P-2/5
|                                                 |                                                                        
|CONDOMINIUM:                                     |                                                                        
|UNIT:                                            |                                                                        
|DEVELOPMENT:                                     |                                                                        
|NEIGHBORHOOD:                                    | EJIDO MAZATLAN (PARCEL 33 Z-1 P-2/5)                                   
|ZIP CODE:                                        | 22707                                                                  
|CITY:                                            | PLAYAS DE ROSARITO                                                     
|MUNICIPALITY:                                    | PLAYAS DE ROSARITO                                                     
|STATE:                                           | B.C.                                                                   
|                                                 |                                                                        
|OWNER OF THE REAL ESTATE:                        | MRS. ROSENDA LOMELI                                                    
|OWNERSHIP REGIME:                                | INDIVIDUAL PRIVATE                                                     
|REAL ESTATE TAX ACCOUNT NUMBER:                  | EM-033-001                                                             
|POTABLE WATER ACCOUNT NUMBER:                    | NOT PROVIDED                                                           
|GEOREFERENCES:                                   |                                                                        



|LONGITUDE: |  | 117.0644440 | DEGREES | 
|---------- |  | ----------- | ------- | 
|LATITUDE:  |  | 32.3642220  | DEGREES | 
|ALTITUDE:  |  | 25.00       | MTS     | 



|(Illegible Signature) | (Illegible Signature)                           
|--------------------- | ------------------------------------------------
|                      | Seal that reads:                                
|                      | (VALUATION UNIT                                 
|                      | 09064                                           
|                      | APPRAISALS CERTIFICATION                        
|                      | ABC CAPITAL, S.A., Institución de Banca Múltiple
|                      | ANA LAURA PALAZUELOS ILLADES                    
|                      | 0903492)                                        











|ABCCAPITAL                            | Blvd. Manuel Avila Camacho, Colonia Lomas
|------------------------------------- | -----------------------------------------
|de Chapultepec C.P. 11000            
|Delegacion Alvaro Obregon Mexico D.F.



|APPRAISAL
    NUMBER 54179            
|--------------------------------------
|I.3.-
    REPRESENTATIONS AND WARNINGS



For the estimation
of the value of a real estate, the following three approaches exist:



THE COSTS
APPROACH: Based in the economic principle of “substitution”, it establishes that the value of a property is compared
to the acquisition cost of a new property that is equally desirable and with a use or functionality similar to those of the asset
that is being valuated.



THE
INCOME APPROACH: Based in the economic principle of “anticipation”, it considers values in connection with
the present value of future profits arising from the property and is generally measured though the capitalization of a
specific level of income.



THE COMPARATIVE
MARKET APPROACH: Based in the economic principle of “substitution”, it considers that a well-informed purchaser
shall not pay for a property, more than the purchase price of a similar property.



Using
of the costs approach:



The estimation
of the value is carried out calculating the actual cost that the reposition of the real estate and any other improvement that
would have been made, as if they were new, shall imply, subtracting the loss of value caused by the depreciation of the improvements,
adding the value of the plot.



-	The
value of the plot is obtained from the comparative analysis of values of plots having characteristics similar to those of the
asset being appraised.



-	For
the value of the construction and/or the improvements, the new reposition value obtained from specialized publication, adjusted
for this area, shall be used, depreciating them with basis on the remaining useful life, and the conditions of conservation, in
accordance with the Ross- Heidec criteria.



Using
of the income capitalization approach:



| | - | The
                                         estimation of the value is carried out with basis on the rents that the real estate is
                                         capable of producing.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | The
                                         mentioned rents for the different kinds of construction were obtained from the market
                                         investigation.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | The
                                         market approach is based in the comparison of real estates similar to the one being appraised
                                         or which are currently being offered, the study is attached.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The purpose
of this appraisal shall be solely and exclusively such established in section ONE (ANTECEDENTS).



| | To analyze
    the commercial value, the following verifications of the information received, were carried out:                                                                                                                     | YES | NO | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -- | 
| | - The  physical  identification
     of  the  real  estate  through its  location  and  inspection  coincides with
    the  surface  described  in documentation (with the necessary approximation for the scope of the appraisal). | X   |    | 
| | - The existence of rights
    of way was verified.                                                                                                                                                                                  | X   |    | 
| | - The conditions of construction
    and conservation of the real estate were verified.                                                                                                                                             | X   |    | 
| | - The conditions of occupation
    and use of the real estate were verified.                                                                                                                                                        | X   |    | 
| | - The construction of the
    real estate pursuant to the urban development plan in force.                                                                                                                                          | X   |    | 
| | - The real estate is considered
    a historic monument of the INAH.                                                                                                                                                                |     | X  | 
| | - The real estate is considered
    architectonic patrimony of the INBA.                                                                                                                                                            |     | X  | 



WARNINGS:



This appraisal
does not constitute a structural or foundation report, or a report of any other branch of engineering or architecture different
than valuation, therefore, it may not be used for purposes related with such branches, nor any liability for hidden defects or
for other characteristics of the real estate that may not be appreciated during an ordinary physical inspection visit for purposes
of appraising is assumed, even when certain characteristics that may constitute anomalies with respect to the conditions of ordinary
conservation according to the consumed useful life of a real estate or its structure are appreciated, the appraiser does not assume
greater liability than mentioning such when identified, considering that, although bad or run-down conditions are present, the
obligation of the appraiser is to carry out the appraisal pursuant to the criteria and rules in force and applicable in accordance
with the purpose thereof.



No investigations
were carried out, except when such circumstance is indicated in the appraisal, with respect to the existence of pipelines or hazardous
materials storage which may be harmful to the health of the persons using the building or the conditions thereof, in the asset
or its vicinities.



The names
of the petitioner, owner, as well as the real estate tax or water accounts numbers and the location of the real estate are mentioned
pursuant to the information provided by the client at the moment of requesting the appraisal, therefore, no liability is assumed
for errors, omissions or differences with respect to the data registered by official authorities, as such may be the registry.



The surfaces
used in the appraisal are obtained from the sources mentioned therein, when “according to measurements” is mentioned,
such correspond to the physical measurement, without thereby representing an exact survey, considering the existing measuring
variations and customs. Therefore, its result shall only be destined for purposes of calculation of the appraisal.



The age of
the real estate is considered with basis on the existing documentary information (construction licenses), real estate tax certificate,
public deeds or others) and in its case, it is estimated on the physical appreciations.



|I.4.-
    SURROUNDINGS
|----------------------
|                      
|                      
|                      
|                      
|                      
|                      



|(Illegible Signature) | (Illegible Signature)                           
|--------------------- | ------------------------------------------------
|                      | Seal that reads:                                
|                      | (VALUATION UNIT                                 
|                      | 09064                                           
|                      | APPRAISALS CERTIFICATION                        
|                      | ABC CAPITAL, S.A., Institución de Banca Múltiple
|                      | ANA LAURA PALAZUELOS ILLADES                    
|                      | 0903492)                                        











|ABCCAPITAL                            | Blvd. Manuel Avila Camacho, Colonia Lomas
|------------------------------------- | -----------------------------------------
|de Chapultepec C.P. 11000            
|Delegacion Alvaro Obregon Mexico D.F.



APPRAISAL
NUMBER 54179

|SOCIO-ECONOMIC LEVEL OF THE           | MIDDLE CLASS                                                        
|------------------------------------- | --------------------------------------------------------------------
|POPULATION:                           |                                                                     
|ENVIRONMENTAL POLLUTION:              | NOT RELEVANT                                                        
|ACCESS WAYS AND IMPORTANCE            | THE TIJUANA-ENSENADA HIGHWAY NEARBY TO THE HACIENDA
    FLORESTA DEL
|THEREOF:                              | MAR DEVELOPMENT, CONTINUING THEREAFTER THROUGH CAMINO
    A PEMEX   
|                                      | UNTIL THE CROSSROAD WITH THE SEVENTH STREET, WHICH IS
    THE FRONT 
|                                      | ACCESS TO THE CORRESPONDING REAL ESTATE                             
|URBAN PROXIMITY REFERENCE:            | CENTRIC                                                             
|                                      |                                                                     
|AVAILABLE INFRASTRUCTURE IN THE AREA: |                                                                     
|POTABLE WATER                         | X                                                                   
|DRAINAGE AND SEWERAGE                 | X                                                                   
|ELECTRIFICATION                       | X                                                                   
|PUBLIC LIGHTING                       | X                                                                   
|WAYS OF TRANSPORT                     | X                                                                   
|SIDEWALKS                             | X                                                                   
|                                      |                                                                     
|OTHER SERVICES AVAILABLE IN THE ZONE: |                                                                     
|                                      |                                                                     
|TELEPHONES                            | X                                                                   
|SIGNALING                             | X                                                                   
|NATURAL GAS                           | X                                                                   
|PRIVATE SURVEILLANCE                  | X                                                                   
|GARBAGE COLLECTION                    | X                                                                   
|URBAN INFRASTRUCTURE LEVEL:           | 3                                                                   
|                                      |                                                                     
|URBAN EQUIPMENT:                      |                                                                     
|                                      |                                                                     
|CHURCHES                              |                                                                     
|MARKETS OR BUSINESSES                 | X                                                                   
|SCHOOLS                               | X                                                                   
|PARKS AND GARDENS                     | X                                                                   
|PUBLIC TRANSPORT                      | X                                                                   
|HOSPITALS                             |                                                                     
|BANKS                                 | X                                                                   
|URBAN EQUIPMENT LEVEL:                | 2                                                                   



|II.-
    PARTICULAR CHARACTERISTICS
|-----------------------------------
|                                   
|II.1.
    PLOT                     



|LOCATION MAP:                                     |  |                                                                                                                                                                                
|------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION OF STREETS, LIMITS AND ORIENTATION:       |  | REAL ESTATE LOCATED BETWEEN THE STREET CAMINO A PEMEX (NORTHBOUND),
    MARIANO ESCOBEDO STREET (SOUTHBOUND), SEVENTH STREET (EASTBOUND) AND CAMINO ANTIGUO A PEMEX (WESTBOUND)
|MEASURES AND BOUNDARIES OF THE PLOT ACCORDING TO: |  | REGISTRATION BEFORE THE PUBLIC REGISTRY OF COMMERCE DATED OCTOBER
    5, 2011                                                                                                  
|PLOT BOUNDARIES                                   |  | FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL 33 Z-1 P-2/5

    (ACCORDING TO CERTIFICATE OF P.R.P. AND COMMERCE OF PLAYAS DE ROSARITO)                               
|FRONT SIDE OF THE PLOT IN MTS:                    |  | 184.622 M.                                                                                                                                                                     
|NORTHEAST:                                        |  | IN 184.622 MTS WITH C.F.E. EXPROPRIATION                                                                                                                                       
|                                                  |  | IN 4.638 MTS WITH FRACTION 33-4                                                                                                                                                
|                                                  |  | IN 154.720 MTS WITH PARCEL NO. 32                                                                                                                                              
|                                                  |  | IN 351.963 MTS WITH PARCEL NO. 32                                                                                                                                              
|SOUTHEAST                                         |  | IN 551.276 MTS WITH FRACTION 33-2                                                                                                                                              
|                                                  |  | IN 15.240 MTS WITH FRACTION 33-3                                                                                                                                               
|                                                  |  | IN 0.194 MTS WITH CORETT EXPROPRIATION                                                                                                                                         
|SOUTHWEST                                         |  | IN 4. 750 MTS WITH FRACTION 33-3                                                                                                                                               



|(Illegible Signature) | (Illegible Signature)                           
|--------------------- | ------------------------------------------------
|                      | Seal that reads:                                
|                      |                                                 
|                      | (VALUATION UNIT                                 
|                      | 09064                                           
|                      | APPRAISALS CERTIFICATION                        
|                      | ABC CAPITAL, S.A., Institución de Banca Múltiple
|                      | ANA LAURA PALAZUELOS ILLADES                    
|                      | 0903492)                                        











|ABCCAPITAL                            | Blvd. Manuel Avila Camacho, Colonia Lomas
|------------------------------------- | -----------------------------------------
|de Chapultepec C.P. 11000            
|Delegacion Alvaro Obregon Mexico D.F.



APPRAISAL
NUMBER 54179

|NORTHWEST:                                                  | IN 12.043 MTS WITH FRACTION 33-3              
|----------------------------------------------------------- | ----------------------------------------------
|                                                            | IN 15.015 MTS WITH FRACTION 33-3              
|                                                            | IN 40.274 MTS WITH FRACTION 33-3              
|                                                            | IN 19.781 MTS WITH FRACTION 33-3              
|                                                            | IN 44.835 MTS WITH CORETT EXPROPRIATION       
|                                                            | IN 14.682 MTS WITH FRACTION 33-4              
|                                                            | IN 0.116 MTS WITH CORETT EXPROPRIATION        
|                                                            | IN 16.319 MTS WITH CORETT EXPROPRIATION       
|                                                            | IN 14.781 MTS WITH FRACTION 33-5              
|                                                            | IN 90.193 MTS WITH CORETT EXPROPRIATION       
|                                                            | SURFACE: 120,000.00 M2                        
|                                                            |                                               
|TOPOGRAPHY AND PLOT                                         | FLAT PLOT WITH A SIMILAR SHAPE TO A TRAPEZE   
|CONFIGURATION:                                              |                                               
|PANORAMIC CHARACTERISTICS:                                  | HABITATIONAL HOUSES COMPRISING THE DEVELOPMENT
|HABITATIONAL DENSITY:                                       | 100 VIV/HA                                    
|(MAXIMUM HOUSING IN THE PLOT ACCORDINGTO DEVELOPMENT PLANS) |                                               
|GROUND USE:                                                 | HABITATIONAL                                  
|GROUND USE COEFFICIENT (CUS):                               | 1.00                                          
|RIGHTS OF WAY AND/OR                                        | UNKNOWN                                       
|RESTRICTIONS:                                               |                                               



|II.2.-
    GENERAL DESCRIPTION OF THE CONSTRUCTIONS
|---------------------------------------------------



|CURRENT USE OR PURPOSE:             | UNOCCUPIED LAND WITH A SIMILAR SHAPE TO A TRAPEZE.
    ITS TOPOGRAPHY IS SENSIBLY FLATLOCATED
    WITHIN THE URBAN AREA OF PLAYAS DE ROSARITO
|----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER OF BEDROOMS:                 |                                                                                                                                              
|                                    |                                                                                                                                              
|NUMBER OF COMPLETE                  |                                                                                                                                              
|BATHROOMS:                          |                                                                                                                                              
|NUMBER OF PARKING SPACES:           |                                                                                                                                              
|(cero “0” if none are
    existing) |                                                                                                                                              
|NUMBER OF HALF BATHROOMS:           |                                                                                                                                              
|(cero “0” if none are
    existing) |                                                                                                                                              
|ELEVATOR (1: existing, 0: non       |                                                                                                                                              
|existing)                           |                                                                                                                                              
|TYPE OF CONSTRUCTION:               |                                                                                                                                              
|NUMBER OF STORIES:                  |                                                                                                                                              
|APPROXIMATE CONSTRUCTION            |                                                                                                                                              
|AGE:                                |                                                                                                                                              
|REMAINING USEFUL LIFE:              |                                                                                                                                              
|TOTAL USEFUL LIFE:                  |                                                                                                                                              



|CONSERVATION
    CONDITIONS:     |                             |                 | 
|-------------------------------- | --------------------------- | --------------- | 
|CONSTRUCTIONS
    CLASSIFICATION | CONSERVATION
    CONDITIONS | AGE
    (YEARS) | 
|T-1                              |                             |                 | 
|                                 |                             |                 | 



|PROJECT QUALITY:             | 
|---------------------------- | 
|GENERAL TYPE OF REAL ESTATE: | 
|TERMINATION LEVEL OF         | 
|CONSTRUCTIONS IN%            | 
|LEVEL AND PROGRESS OF        | 
|COMMON AREAS:                | 
|GENERAL LEASEABLE UNITS:     | 
|LEASEABLE UNITS:             | 



|II.3.-
    SURFACES
|-------------------



|TOTAL SURFACE OF LAND:       | 120,000.00 m2
|---------------------------- | -------------
|                             |              
|ACCESORY SURFACE:            | .00 m2       
|SURFACE REGISTERED OR        |              
|INCLUDED IN THE PUBLIC DEED: | .00 m2       
|SALEABLE SURFACE:            | .00 m2       



|(Illegible Signature) | (Illegible Signature)                           
|--------------------- | ------------------------------------------------
|                      | Seal that reads:                                
|                      |                                                 
|                      | (VALUATION UNIT 09064                           
|                      | APPRAISALS CERTIFICATION                        
|                      | ABC CAPITAL, S.A., Institución de Banca Múltiple
|                      | ANA LAURA PALAZUELOS ILLADES                    
|                      | 0903492)                                        















|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



|APPRAISAL NUMBER 54179        
|------------------------------
|III ADDITIONAL APPROACHES USED
|III.1. PHYSICAL APPROACH      



Investigation of comparable plots







|Location                                       | Characteristics                  | ground  | const m2    | Price ($) | Unit P.  | Name/telephone        
|---------------------------------------------- | -------------------------------- | ------- | ----------- | --------- | -------- | ----------------------
|                                               |                                  | m2      |             |           | ($/m2)   |                       
|1 Tijuana Rosarito Hway (conventions center)   | Regular flat plot                | 100,000 | 195,000,000 |           | 1,950.00 | Promotor 664-503-0074 
|2 Entrance to Playa de Rosarito (centric plot) | Regular flat plot                | 2,000   | 4,955,580   |           | 2,477.79 | Promotor 664-204-4962 
|3 Playas de Tijuana Development Toll Road      | Irregular accidently shaped plot | 40,000  | 47,196,000  |           | 1,179.90 | Promotor 664-503-0074 
|4 Playas de Rosarito (South área of Rosarito)  | Plot with irregular hills        | 200,000 | 161,460,000 |           | 807.30   | Promotor 664-316-06-30
|5 Playas de Rosarito (Centric Area)            | Regular plot with services       | 36,000  | 26,710,691  |           | 741.96   | Promotor 664-396-9958 
|6 Playas de Rosarito km 49 (Los Arenales)      | Plot with regular hills          | 133,000 | 324,508,000 |           | 2,439.91 | Promotor 664-686-2120 
|                                               |                                  |         |             | Average   | 1,599.48 |                       





|Considering
        the value of the plot from a static residual procedure: F = [VI (1 - b)] - Pn | Construction
    prices of similar types (withbasis in costs handbooks)
|------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------
|TypeofReal                                                                                        |                                                                        
|Estate                                                                                            | b                                                                      
|                                                                                                  | 1.00                                                                   
|                                                                                                  | 1.00                                                                   
|                                                                                                  | 1.00                                                                   
|                                                                                                  | 1.00                                                                   
|                                                                                                  | 1.00                                                                   
|                                                                                                  | 1.00                                                                   
|                                                                                                  |                                                                        
|                                                                                                  |                                                                        



The
comparison is made with respect to the characteristics of the appraised lot

|Sur.
    M2                 | Unit($/m2) | Area | Locat. | Front | Form | Surf. | Com  | Resulting
    F | Unit
    V.($/m2) | Efficiency
    factor in appraised real estate |     
|--------------------------- | ---------- | ---- | ------ | ----- | ---- | ----- | ---- | --------------- | ----------------- | ---------------------------------------------- | ----
|100,000                     | 1,950      | 0.90 | 1.00   | 0.95  | 1.00 | 1.00  | 0.90 | 0.77            | 1,500.53          | Zone                                           | 1.00
|Factors
    used in offer 1 |            |      |        |       |      |       |      |                 |                   |                                               
|2,000                       | 2,478      | 0.90 | 1.00   | 1.00  | 1.00 | 1.00  | 0.90 | 0.81            | 2,007.01          | Location                                       | 1.00
|Factors
    used in offer 2 |            |      |        |       |      |       |      |                 |                   |                                               
|40,000                      | 1,180      | 1.00 | 1.00   | 1.00  | 1.00 | 1.00  | 0.90 | 0.90            | 1,061.91          | Front                                          | 1.00
|Factors
    used in offer 3 |            |      |        |       |      |       |      |                 |                   |                                               
|200,000                     | 807        | 1.00 | 1.00   | 0.90  | 1.00 | 1.00  | 1.00 | 0.90            | 726.57            | Form                                           | 1.00
|Factors
    used in offer 4 |            |      |        |       |      |       |      |                 |                   |                                               
|36,000                      | 742        | 1.00 | 1.00   | 1.00  | 1.00 | 1.00  | 1.00 | 1.00            | 741.96            | Surface                                        | 1.00
|Factors
    used in offer 5 |            |      |        |       |      |       |      |                 |                   |                                               
|133,000                     | 2,440      | 0.90 | 1.00   | 1.00  | 1.00 | 1.00  | 1.00 | 0.90            | 2,195.92          | Other                                          | 1.00
|Factors
    used in offer 6 |            |      |        |       |      |       |      |                 |                   |                                               
|                            |            |      |        |       |      |       |      | Average         | 1,372.32          | Resulting
    F                                | 1.00
|                            |            |      |        |       |      |       |      |                 |                   |                                                |     



|Lot type            | Unitary
    Value Applied to the Ground | 1,370.00 | Value
    Area         |                 | Value
    Band | 1.00                        
|------------------- | --------------------------------------- | -------- | ---------------------- | --------------- | -------------- | ----------------------------
|Plot                |                                         |          |                        |                 |                |                             
|Fraction
     Plot  | Area
    /m2                            | Unit.    | Efficiency
    factors | NetUnitaryValue | Proportion     | Partial
    value ofthe plot
|Value               | Area                                    | Locat.   | Front                  | Form            | Surface        | Other                       
|120,000.00          |                                         | 1,370.00 | 1.00                   | 1.00            | 1.00           | 1.00                        
|General
    Polygon |                                         |          |                        |                 |                |                             
|                    |                                         |          |                        |                 |                |                             



|Total
    surf.   plot    | 120,000.00    | m2              |                 |                     |        | Total
    value ofplot | 164,400,000.00
|------------------------- | ------------- | --------------- | --------------- | ------------------- | ------ | ---------------------- | --------------
|Constructions             |               |                 |                 |                     |        |                        |               
|Types
    of construction | Use
    (key) | Class
    (key) | Age
    inyears | V.U.T.
    in years | Aream2 | NewV.R.                | Age
    factor
|                          |               |                 |                 |                     |        |                        |               
|                          |               |                 |                 |                     |        |                        |               



|Total
    constructions surface                      | 0.00        |      |        | Total
    value of the constructions | 0.00                    
|---------------------------------------------------- | ----------- | ---- | ------ | ------------------------------------ | ------------------------
|                                                     |             |      |        |                                      |                         
|Accessory
    surface                                |             |      |        |                                      | Construction
    Surface
|                                                     |             |      |        |                                      |                         
|Common
    areas and premises (only in condominiums) |             |      |        |                                      |                         
|Key                                                  | Description | Unit | Amount | NewV.R.                              | Age
    inyears         
|                                                     |             |      |        |                                      |                         
|                                                     |             |      |        |                                      |                         
|                                                     |             |      |        |                                      |                         



|Total
    constructions surface                                                        | 0.00        |  |                                                                | Total
    value of the constructions | 0.00                    
|-------------------------------------------------------------------------------------- | ----------- |  | -------------------------------------------------------------- | ------------------------------------ | ------------------------
|                                                                                       |             |  |                                                                |                                      |                         
|Accessory
    surface                                                                  |             |  |                                                                |                                      | Construction
    Surface
|                                                                                       |             |  |                                                                |                                      |                         
|Additional
    elements (special premises, complementary works and accessory elements) |             |  |                                                               
|Key                                                                                    | Description |  | Unit                                                           | Amount                               | NewV.R.                 
|                                                                                       |             |  |                                                                |                                      |                         
|                                                                                       |             |  |                                                                |                                      |                         
|                                                                                       |             |  | Additional
    elements (special premises complementary works) | 0.00                                
|                                                                                       |             |  |                                                                |                                      |                         





|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                         
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads: (VALUATION UNIT
        09064 APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES 0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



|IV. CONCLUSIONS       
|----------------------
|IV.1 SUMMARY OF VALUES



|COMPARATIVE MARKET APPROACH                    |                
|---------------------------------------------- | ---------------
|(COMPARATIVE MARKET VALUE)                     | $164,400,000.00
|                                               |                
|COSTS APPROACH                                 |                
|(PHYSICAL OR DIRECT VALUE, NET OF REPLACEMENT) | $164,400,000.00
|                                               |                
|CAPITALIZATION APPROACH                        |                
|                                               | NON APPLICABLE 
|RESIDUAL APPROACH                              |                
|(RESIDUAL VALUE)                               | NON APPLICABLE 



|CONSIDERATIONS PRIOR TO CONCLUSION
|----------------------------------



|FROM
 THE ANALYSIS OF THE VALUES OBTAINED
        THROUGH THE DIFFERENT APPROACHES, AND CONSIDERING THE
DEVELOPMENT OF THE MARKET IN THE AREA OF INFLUENCE OF THE REAL ESTATE,
IT
        IS CONCLUDED THAT THE VALUE OBTAINED THROUGH THE MARKET
APPROACH, IS THE ONE THAT BEST REFLECTS ITS COMMERCIAL VALUE; WHICH
AMOUNT
        IS:
        
        $164,400,000.00
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|V.- CONCLUSION
|--------------



|COMMERCIAL VALUE | $164,400,000.00
|---------------- | ---------------



|<<<<<<<<<THAT IS, ONE
HUNDRED SIXTY FOUR MILLION FOUR HUNDRED THOUSAND PESOS 00/100 LEGAL CURRENCY IN THE UNITED MEXICAN STATES>>>>>>>>>>
        
        THIS AMOUNT CONVERTED TO U.S. DOLLARS AT THE EXCHANGE RATE OF $12.73 PESOS PER DOLLAR, AMOUNTS TO THE
SUM OF U.S. CY. $12’914,375.490 DLLS.
        
        THAT
        IS: TWELVE MILLION DOLLARS 49/100 LEGAL CURRENCY IN THE UNITED STATES OF AMERICA
        
        THIS
AMOUNT REPRESENTS THE COMMERCIAL VALUE OF THE REAL ESTATE AS OF: FEB 08, 2013
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|PROFESSIONAL APPRAISER
        SIGNATURE
        
        
        (Illegible Signature)                                            |  | COMPTROLLER
        SIGNATURE
        
        
        (Illegible Signature)                                                                                                                                   | 
|----------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|MR. MARCELO GONZÁLEZ ALVEAR
        SHF REG: 0400663
        SPECIALIZATION: REAL ESTATES
        MUNICIPAL TAX REGISTRY: PV-023/99 |  | MRS. ANA LAURA PALAZUELOS ILLADES
        SHF REG: 0903492
        SPECIALIZATION: REAL ESTATES
        VALUATION UNIT
        ABC CAPITAL S.A. INSTITUCIÓN DE BANCA MÚLTIPLE                                   | 
|                                                                                                                                    |  | Seal that reads:
        
        (VALUATION UNIT
        09064
        APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES
        0903492) | 
|                                                                                                                                    |  |                                                                                                                                                                                                                 | 













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



|PHOTOGRAPHS
|-----------



|(Photograph) |  | (Photograph)
|------------ |  | ------------
|             |  |             
|SURROUNDINGS |  | SURROUNDINGS
|             |  |             
|(Photograph) |  | (Photograph)
|             |  |             
|INTERIORS    |  | INTERIORS   
|             |  |             
|(Photograph) |  | (Photograph)
|             |  |             
|INTERIORS    |  | INTERIORS   
|             |  |             



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                         
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads: (VALUATION UNIT
        09064 APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES 0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



|MAP OF THE POLYGON
|------------------



|(Map pf the polygon)
|--------------------





|(Construction Chart for Fraction 33-1)
|--------------------------------------



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                         
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads: (VALUATION UNIT
        09064 APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES 0903492)















|GobBC            | Exhibit “D”         | CESPT                     
|---------------- | ------------------- | --------------------------
|STATE GOVERNMENT | Instrument No. 5335 | State Commission of Public
|                 | Volume No. 178      | Services of Tijuana       



The undersigned, MR. JOSÉ MANUEL
MEZA ORTEGA, Sub-Collector of Income of the state ascribed to the STATE COMMISSION OF PUBLIC SERVICES OF TIJUANA, in
accordance with the data contained in the files of this Entity.



CERTIFIES:



That the plot of land owned by: ROSENDA
LOMELI, which characteristics are described below:



|CADASTRAL CODE: | EM-033-001              
|--------------- | ------------------------
|SURFACE:        | 120,000.00 SQUARE METERS
|LOCATION:       | SEVENTH C., PARCEL 33   



“EXCEPT FOR ERROR OR OMISSION”,
In the following manner: according to inspection 66014533



It reports being a plot in a zone without
potable water and sanitary sewerage systems, by the STATE COMMISSION OF PUBLIC SERVICES OF TIJUANA. Therefore, the payments
of the corresponding rights for the connection and installations upon definition of the land use and granting of feasibility by
the STATE COMMISSION OF PUBLIC SERVICES OF TIJUANA, which reserves the right to collect any tax credit followed in its
moment. -----------------------------------------------------------------------------------------------------------------------------------------------------



In the city of Tijuana, B.C. with the previous
payment of the corresponding rights, according to the receipt dated February 13, 2013, this certification is issued on February
14, 2013, per request of interested party and for the applicable legal effects.



SINCERELY



(illegible signature)



| |  | 
| |  | 

MR. JOSE MANUEL MEZA ORTEGA

SUB-COLLECTOR OF INCOME OF THE STATE

ADSCRIBED TO THE STATE COMISSION OF PUBLIC
SERVICES OF TIJUANA



| | (illegible signature)           
| | --------------------------------
| |                                 
| | Blvd. Federico Benítez #4057    
| | 20 de Noviembre                 
| | Tijuana, B.C. México, C.P. 22430
| | Tel. (664) 104-7700             











Government of the State of Baja California

Public
Registry of Property and Commerce in PLAYAS DE ROSARITO



REGISTRATION CERTIFICATE










THE PUBLIC SUBREGISTRAR OF PROPERTY AND COMMERCE IN PLAYAS DE
ROSARITO, BAJA CALIFORNIA, MRS. MARIA GUADALUPE MORALES HUERTA



CERTIFIES



That after carrying out the search for 1 period of 5 years in
the existing files of the Public Registry of Property and Commerce, it was found registered:



In the name of:

ROSENDA LOMELI



The Real Estate(s) identified as:

Lot: FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF THE PARCEL
33 Z-1 P-2/5, EJIDO MAZATLAN of this city with a surface of 120,000.00 M2., WITH THE FOLLOWING MEASURES AND BOUNDARIES:



|NORTHEAST: | 184.622 M. WITH CFE EXPROPRIATION
        4.638 M. WITH FRACTION 33-4
|---------- | ---------------------------------------------------------------------
|           | 154.720 M. WITH PARCEL NUMBER 32                                     
|           | 351.963 M. WITH PARCEL NUMBER 32                                     
|SOUTHEAST: | 551.276 M. WITH FRACTION 33-2                                        
|           | 15.240 M. WITH FRACTION 33-3                                         
|           | 0.194 M. WITH CORETT EXPROPRIATION                                   
|SOUTHWEST: | 4.750 M. WITH FRACTION 33-3                                          
|NORTHWEST: | 12.043 M. WITH FRACTION 33-3                                         
|           | 15.015 M. WITH FRACTION 33-3                                         
|           | 40.274 M. WITH FRACTION 33-3                                         
|           | 19.781 M. WITH FRACTION 33-3                                         
|           | 44.835 M. WITH CORETT EXPROPRIATION                                  
|           | 14.682 M. WITH FRACTION 33-4                                         
|           | 0.116 M. WITH CORETT EXPROPRIATION                                   
|           | 16.319 M. WITH CORETT EXPROPRIATION                                  
|           | 14.781 M. WITH FRACTION 33-5                                         
|           | 90.193 M. WITH CORETT EXPROPRIATION                                  



Registered Under:

Entry 6029984, CIVIL Section, dated October 5, 2011.



PROPERTY TITLE Entry 6029567 CIVIL Section, dated August 9,
2011.



Which reports the following note(s):



|Flyer: 584915 | *584915* | Page 1 of 2
|------------- | -------- | -----------

Analyst: Mr. ASER ABINDAB OCAMPO VALDEZ











Government of the State of Baja California

Public
Registry of Property and Commerce in PLAYAS DE ROSARITO



REGISTRATION CERTIFICATE










*OFFICIAL WRIT OF RECTIFICATION Entry: 6031681 dated: AUGUST
06, 2012, and with time: 01:08



|OFFICIAL WRIT      | OFFICIAL WRIT NUMBER RAN/BC/DEL/3619/2012 DATED JULY 10, 2012, SENT BY THE DELEGATE OF THE NATIONAL AGRARIAN REGISTRY IN THE STATE OF BAJA CALIFORNIA, MR. FERNANDO DEL RAYO RAMÍREZ. ISSUED IN THE CITY OF MEXICALI, B.C.             
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                                        
|RELATING TO        | THE RECTIFICATION OF THE PROPERTY TITLE NUMBER 3834, DATED AUGUST 02, 2011, ISSUED BY THE NATIONAL AGRARIAN REGISTRY SINCE, DUE TO AN INVOLUNTARY ERROR, IT REGISTERED, IN AN INCORRECT MANNER, THE DATE OF THE MINUTES OF THE MEETING.
|                   |                                                                                                                                                                                                                                        
|CLAUSES TO AMEND   | IT READS: LOMELI ROSENDA IN ACCORDANCE WITH THE MINUTES OF THE MEETING DATED JANUARY 09, 1999.                                                                                                                                         
|                   |                                                                                                                                                                                                                                        
|TO READ AS FOLLOWS | IT SHALL READ: LOMELI ROSENDA IN ACCORDANCE TO THE MINUTES OF
    THE MEETING DATED MARCH 26, 2011.                                                                                                                                    



WHICH DOES NOT REPORT ENCUMBRANCES



This certification is issued, having seen the Notes Report duly
updated to this date, in PLAYAS DE ROSARITO, BAJA CALIFORNIA, ON FEBRUARY 18, 2013.



THE PUBLIC SUB-REGISTRAR OF THE PROPERTY
AND COMMERCE

MRS. MARIA GUADALUPE MORALES HUERTA



ADVANCED ELECTRONIC SIGNATURE:



MIMBw34GCSqGSIb3DQEHA6CDAcNuMIMBw2KCAQAxxgHHMIIBwwIBADCCASowggEjMREwDwYDVQQHEwhNZXhpY2FsaTEYMBYGA1

UECBMPQmFqYSBDYWxpZm9ybmlhMQswCQYDVQQGEwJNWDEOMAwGA1UEERMFMjEwMDAxJjAkBgNVBAkTHUNhbHphZGEgSW5K

zxBlbmRlbmNpYSBOby4gOTkOMSkwJwYDVQQDEyBBdXRvcmlkYWQgQ2VydGlmaWNhZG9yYSBkZWwgROVCQzEpMCcGA1UECxMgRG

lyZWNjaW9ulEdlbmVyYWwgZGUgSW5mb3JtYXRpY2ExLzAtBgNVBAoTJkdvYmllcm5vlGRlbCBFc3RhZG8gZGUQmFqYSBDYWxpZm9ybml

hMSgwJgYJKoZlhvcNAQkBFhlhdXRvY2VydGlmaWNhQGJhamEuZ29iLm14AgEqMA0GCSqGSIb3DQEBAQUABIGAizUzeI1ytEjVNRGotwhK



Authenticity code: 2026475



To Verify the Authenticity of the filing, consult in: http:www.bajacalifornia.gob.mx/rppc



|Flyer: 584915 | *584915* | Page 2 of 2
|------------- | -------- | -----------

Analyst:
Mr. ASER ABINDAB OCAMPO VALDEZ











Exhibit H

Instrument No. 5335

Volume No. 173



| | SUCCESSION OF ASSETS OF
| | -----------------------
| | ROSENDA LOMELÍ LUNA    
| | COMMENCEMENT           



FIRST INSTANCE CIVIL JUDGE OF

THE JUDICIAL DISTRICT OF PLAYAS

DE ROSARITO B.C.

PRESENT.



LOURDES VALDIVIA LOMELI
AND ADRIANA VALDIVIA LOMELI, Mexican citizens with legal age, with domicile to hear and receive all kinds of notices, in the street
Ortiz Campoy number 2000, of Zona Centro of this city and authorizing: Messrs. Antonio Ramos Ruiz, Rebeca Castillo Paredes and/or
Leonardo Ramírez Venegas to receive such and any other ordered document on our behalf, we respectfully appear before You
to state:



That by means of this
writ, WE APPEAR in time and legal form, TO DENOUNCE THE LEGITIMATE SUCCESSION OF ASSETS OF OUR DECEASED MOTHER ROSENDA LOMELI LUNA,
in order for such to be filed in the corresponding legal conditions, evidencing the capacity that we hold by means of the birth
certificate shown by us, stating the following:



FACTS



1.- As evidenced with
the certified copy of the death certificate attached to this writ, our mother Mr. ROSENDA LOMELÍ LUNA, died in the city
of Tepic state of Nayarit, on August 06, 2012.



2.- Our mother
give birth to 2 (two) daughters from which the undersigned survive, stating that she was a widow, and whose names are,
LOURDES AND ADRIANA, BOTH WITH LAST NAMES VALDIVIA LOMELÍ, as evidenced in the birth certificates mentioned above,
likewise, we shall evidence such circumstance in the witnesses declaration, both of us being of legal age, as evidenced with
the certified copies of the corresponding birth certificates.



3.- To our knowledge,
the deceased individual did not grant any testamentary provision, and we do have knowledge that she has several assets in this
city and a house in the city of Tepic Nayarit, as we will evidence when we prepare the corresponding inventory, being important
to mention that our mother died in the city of Tepic Nayarit, as she was on vacation, and due to her health condition, which complicated,
she could no longer travel to this city, so she was admitted in a clinic and intervened surgically with not much favorable results,
until her death, stating that our mother already had been residing for approximately six months in the city of Tepic Nayarit, as
from the month of January of this year, although she resided all her life in this city of Playas de Rosarito Baja California.



4.- The undersigned
are the only heirs of the author of the Succession, as we shall evidence so with the testimonial information referred to in article
786 of the Civil Procedures Code for the State.











|SUPERIOR COURT OF JUSTICE OF THE STATE
        FIRST INSTANCE CIVIL COURT OF THE JUDICIAL
        PARTY OF PLAYAS DE ROSARITO, B.C.                                                                                                                                                                                                                                                                                                                                                      
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DATE: 22/AUGUST/12     TIME: 14:07
        FILE NUMBER: 832/2012
        TRIAL: LEGITIMATE SUCCESSION OF THE ASSETS OF ROSENDA LOMELI
        LUNA
        PLAINTIFF: LOURDES VALDIVIA LOMELI AND OTHER
        DEFENDANT: / / / / / / /
        PAGE: TWO (02)
        EXHIBITS: DEATH CERTIFICATE AND TWO BIRTH CERTIFICATES...
        SECRETARY OF RESOLUTIONS: LILIANA VALENCIA MATUS
        NOTIFIER: MS. MARISOL JORGE OSUNA.
        RECEIVED:
        JUAN PABLO SOBERANES RUELAS















FILE NUMBER: 832/2012.



In Playas de Rosarito, Baja California,
on December ten, two thousand twelve. -----------



--- The writ identified with the local
registry number 13,822, filed by Lourdes Valdivia Lomelí and Adriana Valdivia Lomelí, with the legal capacity
that has been duly recognized within these proceedings, is attached to the rulings, to be filed as legally appropriate. -------------------------------------------------------------------------------------------------------



--- As requested by the plaintiffs in the
referred writ, in first place, and supporting the provisions of article 76 of the Civil Procedural Code in force for this Federative
Entity, they are considered as being implicitly notified and accepting the final resolution issued within these procedures, dated
December seven, two thousand twelve, (visible in pages 45 and 46 of the proceedings) in each and all of its terms and legal scope,
for the applicable legal effects. Consequently, it is hereby stated that the mentioned resolution HAS BEEN CONSIDERED AS FINAL,
for the applicable legal consequences, pursuant to the provisions of section I of article 421 of the mentioned legal document.-
Likewise and in compliance with the second resolving itemof the resolution mentioned above; consequently, send an OFFICIAL
WRIT to the Notary Public number eighteen, Mr. RAMÓN ANDRÉS GRACIANO DUEÑAS, with known domicile in such City,
returnable to this Court, to the effect of formalizing the adjudication resolution, the foregoing for the applicable legal effects.-
Likewise, return each and every one of the documents showed during the course of this procedure, after their comparison,
certification, and acknowledgement of receipt is attested in this file.- The professional mentioned in the referred writ is hereby
authorized to receive such documents and the ordered certified copies. In its opportunity, file this matter as fully completed,
with the previous preparation of the corresponding notes in the Government Book. --------------------------------------------------



---------------------------------------------------
NOTIFY. ------------------------------------------------------



--- Thus was agreed and executed by the
First Civil Instance Judge of Playas De Rosarit, Baja California, Mr. HUMBERTO TAMAYO CAMACHO, before his Secretary of Resolutions,
Mrs. JETSABEL FRAUSTO MARTÍNEZ, who authorizes and attests. -----------

----------------------------------



|(illegible signature) | (illegible signature)
|--------------------- | ---------------------











--- The legal publication
was made in the number 012307of the Judicial Gazette dated January 07, 2013. ATTESTED. (illegible signature) --------------------------------------------

----------- On January
10, 2013, at twelve hours, the mentioned notice, published by the number 012307of the Judicial Gazette dated January
07, 2013, became effective. ATTESTED. (illegible signature). ----------------------------------------------------------------------------

-----------------











TRIAL: SUCCESSORY OF 
ASSETS OF ROSENDA

LOMELÍ LUNA ALSO KNOWN 
AS ROSENDA L. DE VALDIVIA 
FILE: 832/2012



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.



Lourdes Valdivia Lomelí
and Adriana Valdivia Lomelí, the former as executor and the latter as coheir of the succession, with the capacity duly recognized
in the rulings of the trial indicated at the heading, we respectfully appear before You, First Instance Civil Judge, to state:



That by means of this
writ and in accordance with the provisions of paragraph I of article 421 of the Civil procedural Code for the State, we appear
to state our agreement with the resolution and to that same effect, to request that such becomes definitive. (Handwriting: Likewise,
the return of documents, authorizing Mr. Antonio Ramos Ruiz to receive them).



Due
to the foregoing, we request to You, First Instance Civil Judge.



Sole.- To resolve in accordance with the request included in this
writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California
at the date of its Filing



|(Illegible signature)   |  | (Illegible signature)  
|----------------------- |  | -----------------------
|Lourdes Valdivia Lomelí |  | Adriana Valdivia Lomelí











WHEREAS:



SOLE.-Attending to the preformed acts and the documents shown in files, LOURDES and ADRIANA, both with last names VALDIVIA
LOMELÍ, as daughters of the author of the succession, are declared as the sole and universal legitimate heirs of the
Assets of ROSENDA LOMELÍ LUNA, also known as ROSENDA L. DE VALDIVIA, due to the death of their mother; and
upon conclusion of each and all the sections relating to this successor trial, and approval of the distribution proposal, jointly
with the consistent documents: Certified copy of the property Title number 000000003834, issued by the National Agrarian Registry
and the receipt of payment of the real estate tax issued by the Municipal treasury of this City; therefore, it is appropriate to
adjudicate in favor of LOURDES and ADRIANA, both with last names VALDIVIA LOMELÍ, the estate consisting of:
parcel number 33 Z-1 P 2/5, of Ejido Mazatlán, in the Municipality of Playas de Rosarito with a surface of 20-04-59.64
HA, TWENTY HECTARES, FOUR AREAS, FIFTY NINE POINT SIXTY FOUR CENTIARES; registered in the Public Registry of Property of this City
under the entry number 6029567, civil section, dated August 09, 2011, which also has the following boundaries and measures: to
the North: 320.373 M. WITH AN EXPROPRIATION OF THE FEDERAL ELECTRICITY COMMISSION; To the East: 609.199 M. WITH LAND
CORRESPONDING TO MINOR PROPERTY; to the South, IN IRREGULAR LINE 419.649 M. WITH AN EXPROPRIATION OF CORETT; to the West,
in 506.680 M. WITH PARCEL 32; the foregoing in accordance with the distribution proposal, and with respect to which there was
no opposition, consequently, it is--------------------------------



RESOLVED:



FIRST.-The
real estate described above is adjudicated in favor of LOURDES and ADRIANA, both with last names VALDIVIA LOMELÍ,
and in the terms of the sole whereas of this resolution.------------------------------------------------------------------------











SECOND.-In
its opportunity, send the original rulings to the Notary Public elected by the interested party, to the effect of adjudicating
and formalizing the corresponding deed.----------------------------------------------------------------------------------------



THIRD.- NOTIFY.------------------------------------------------------------------------
--- -----



- - - THUS, definitely judging,
THE FIRST INSTANCE CIVIL JUDGE OF PLAYAS DE



ROSARITO, MR. HUMBERTO TAMAYO CAMACHOresolved and executed, before the Secretary of Resolutions, who authorizes and attests.-----------------------------------



|(illegible signature) | (illegible signature)
|--------------------- | ---------------------



--- The legal publication
was made in the number 012306of the Judicial Gazette dated December 10, 2012. ATTESTED. (illegible signature) ----------------------------------------

--------------- On January
07, 2013, at twelve hours, the mentioned notice, published by the number 012306of the Judicial Gazette dated December
10, 2012, became effective. ATTESTED. (illegible signature). ----------------------------------------------------------------------------













|JUDICIAL
BRANCH   | JUDICIAL BRANCH OF THE STATE OF BAJA
|----------------- | ------------------------------------
|SUPERIOR COURT OF | CALIFORNIA                          
|JUSTICE OF THE    |                                     
|STATE             | FIRST INSTANCE CIVIL COURT PLAYAS DE
|                  | ROSARITO                            



FILE
NUMBER: 832/2012



--- In the city of Playas de Rosarito,
Baja California, on December seven, two thousand twelve. ---------------------------------------------------------------------------------------



--- HAVING
SEENthe rulings of the file number 832/2012related to issue the ADJUDICATION RESOLUTION, in related
to THE LEGITIMATE SUCCESSORY TRIAL OF THE ASSETS OF MRS. ROSENDA LOMELÍ LUNA, also known as MS. ROSENDA L. DE
VALDÍVIA, and:



RESULTING:



--- I.-That by means of the writ
filed on August twenty two, two thousand twelve, LOURDES and ADRIANA, both with last names VALDIVIA LOMELÍand in
their capacity as daughtersof the deceased individual, appeared before this Court, denouncing the death without
will of ROSENDA LOMELI LUNAalso known as ROSENDA L. DE VALDIVIA,and mainly state “... As evidenced with
the certified copy of the death certificate attached to this writ, our mother Mrs. ROSENDA LOMELI LUNA, who died in the city of
Tepic state of Nayarit on August 6, 2012... Our mother procreated 2 (two) daughters, from which the undersigned survive, stating
that she was a widow and whose names are LOURDES and ADRIANA, BOTH WITH LAST NAMES VALDIVIA LOMELÍ, as evidenced with the
birth certificates.... To our knowledge, the deceased individual did not grant any testamentary provision, and we do have
knowledge that she has several assets in this City and one house in the City of Tepic Nayarit... the undersigned are the sole heirs
of the author of the Succession... ----------------------------------------------------------



--- II.-After remedying the prevention
imposed in rulings as resolved on September three, two thousand twelve, the undersigned Judge became the knowing judge, considering
this Legitimate Succession as initiated, on August six, two thousand twelve, in terms of articles 145, 146, 157 section V of the
Civil Procedures Code in force for Baja California, as well as article 85 of the Organic Law of the Judicial Branch of the State,
ordering the corresponding intervention of the Social Representation; the respective official writs were delivered to the General
Archive of Notaries in the State with residence in the City of Mexicali, Baja California and the Public Registrar of the Property
and Commerce of this city; who informed that the author of the succession did not leave any testamentary provision, and in addition,
LOURDES VALDIVIA LOMELÍwas appointed as EXECUTORof this succession, and after accepting and ratifying such
office, she was discerned in the exercise thereof pursuant to the terms of the law. --------------------------------------------











--- Likewise, the testimonial information
referred to in article 786 of the Civil Procedures Code was received. On the other hand, and after the plaintiffs evidenced the
relationship of the author of the succession with their corresponding birth certificates; likewise, by means of the ruling dated
October twenty six of this year, LOURDES AND ADRIANA, both with last names VALDIVIA LOMELÍ,in their capacity as
daughtersof the deceased individual, were declared as the sole and universal heirs of this legitimate succession.-
By means of the writ dated November twenty two, two thousand twelve, the second sectionwas formed with the INVENTORY and
APPRISAL of the asset comprising the estate, declaring as concluded and approved in each and all of the terms of such section and,
in addition, the THIRD SECTION called MANAGEMENT, was declared initiated; and by writ filed on December four, of this year, which
was signed by the plaintiffs, and resolved by the ruling dated December six, two thousand twelve, in which the third section was
declared as concluded and approved, since there was no need to submit an account; likewise, in the same ruling, the FOURTH SECTION
called DISTRIBUTION was initiated, having approved the partition of the real estate comprising the estate, and it was ordered to
place the rulings at the disposal of the undersigned to issue this resolution, and: -------------------------------------------------------



--- The legal publication was made in the
number 012306of the Judicial Gazette dated December 10, 2012. ATTESTED. (illegible signature) ----------------------------------------

--------------- On January 07, 2013,
at twelve hours, the mentioned notice, published by the number 012306of the Judicial Gazette dated December 10, 2012,
became effective. ATTESTED. (illegible signature). ----------------------------------------------------------------------------











FILE NUMBER: 832/2012.



In Playas de Rosarito, Baja California
on December six, two thousand twelve. ---



--- The writs identified with the local
promotion registry number 13,575 and 13,578, the former filed by Mr. ANTONIO RAMOS RUIZand the latter filed by LOURDESand ADRIANA, both with last names VALDIVIA LOMELI, with the capacity that has been duly recognized in this succession,
were attached to the rulings, to be filed as legally appropriate. --------------------------------------------------------------------------



--- As requested by the plaintiffs in the
mentioned writs, they are considered as showing the certified copy of the full domain certificate issued by the Notary Public number
One of this city Mr. Luis A. Durazo Bazua, on the real estate forming part of the inventory showed in rulings, and thereby evidencing
the ownership thereof, consequently, and considering the procedural state of this trial, the THIRD SECTION, called MANAGEMENT,
is considered concluded, pursuant to article 772 of the mentioned Adjective Code, which is approved, as there is no need to render
administration accounts, pursuant to articles 817 and 837 of the Adjective Code for this matter in force for this State. Finally,
and based on article 773 of the mentioned legal document, the FOURTH SECTIONcalled PARTITIONwithin this trial,
is considered initiated, in accordance in article 849 the mentioned legal document, the fourth section is approved, and a call
is made for hearing the ADJUCITATION RESOLUTION applicable in law. -----------------------------------------



----------------------------------------------
NOTIFY. ---------------------------------------------------



--- Thus was agreed and executed by the
First Instance Civil Judge of Playas de Rosarito, Baja California, Mr. HUMBERTO TAMAYO CAMACHObefore his Secretary of Resolutions
Ms. JETSABEL FRAUSTO MARTINEZ, who authorizes and attests. ----------------------------------------------------------------------------------------------



|(illegible signature) | (illegible signature)
|--------------------- | ---------------------











---In the number 012306of the Judicial Gazette dated
December 10, 2012, the law was published. Attest. (illegible signature) ----------------------------------------------------------------------



---On January 07, 2013, at the twelve hours was effective
the mentioned notice, published by the number 2306of the Judicial Gazette dated December 10, 2012. Attest. (illegible
signature). ---------------------------------------------------------------------------------------------------------

















| | TRIAL: SUCCESSORY OF    
| | ------------------------
| | ROSENDA LOMELÍ LUNA ALSO
| | KNOWN AS ROSENDA        
| | L. DE VALDIVIA          
| | FILE: 832/2012          



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.



Lourdes Valdivia
Lomelí and Adriana Valdivia Lomelí, the former as executor and the latter as coheir of the succession, with the capacity
duly recognized in the rulings of the trial indicated at the heading, respectfully we appear before You, First Instance Civil Judge,
to state:



That by means of this
writ we appear to insist on the closing of the third section of management and rendering of accounts, where there are no accounts
to render, and the opening of the fourth and last section, to issue the corresponding resolution and send the file, via official
writs, to the Notary Public mentioned above.



Due to the foregoing,
we request to You, First Instance Civil Judge of the Judicial Party of Playas de Rosarito, I request.



Sole.- To resolve in accordance with the request included in
this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California at the
date of its Filing



|(Illegible signature)   | (Illegible signature)  
|----------------------- | -----------------------
|Lourdes Valdivia Lomelí | Adriana Valdivia Lomelí











| | TRIAL: SUCCESSORY OF 
| | ---------------------
| | ROSENDA LOMELÍ LUNA  
| | ALSO KNOWN AS ROSENDA
| | L. DE VALDIVIA       
| | FILE: 832/2012       



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.



Mr. Antonio Ramos
Ruiz, with the capacity duly recognized in the rulings of the trial indicated at the heading, I respectfully appear before You,
First Instance Civil Judge, to state:



That by means of this
writ I appear to submit the full domain certificate (disincorporation of the parcel from the ejido Poblado Mazatlán), in
the name of the deceased individual and for such to be filed a necessary for the applicable legal effects.



Due to the foregoing, I request to You,
First Instance Civil Judge of the Judicial Party of Playas de Rosarito.



Sole.- To resolve in accordance with the
request included in this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California at the
date of its Filing



(Illegible signature)

Mr. Antonio Ramos Ruiz











| | TRIAL: SUCCESSORY OF     
| | -------------------------
| | ASSETS OF ROSENDA        
| | LOMELÍ LUNA ALSO KNOWN   
| | AS ROSENDA L. DE VALDIVIA
| | FILE: 832/2012           



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.



LOURDES VALDIVIA LOMELÍ and ADRIANA VALDIVIA
LOMELÍ, the former as executor and the latter as coheir, which capacity is duly recognized in the rulings of the trial
indicated at the heading, we respectfully appear before You, First Instance Civil Judge, to state:



That by means of this
writ we appear to appoint, the former of the undersigned that, in accordance with the Third Section, which has been commenced and
I state that there are no accounts to render, as there are no earnings from the real estate of which we are heirs, with respect
to the Management, and to that same effect we request the closing of the third Section, and the commencement of the fourth and
last section and where the subscribed request our appointing as coheirs of the mentioned real estate, as no subdivision will be
made, and rather we will be co-owners thereof, likewise once the corresponding resolution is issued we request that for the formalization
of the corresponding deed, a letter rogatory is delivered to the judicial party of the city of Tijuana Baja California, in order
to prepare the formalization before the Public Notary Number 18, Mr. Ramón Andres Graciano Dueñas.



Due to the foregoing, we request to You, First Instance Civil
Judge.



Sole.- To resolve in accordance with the request included in
this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California at the
date of its Filing



|(Illegible signature)   | (Illegible signature)  
|----------------------- | -----------------------
|LOURDES VALDIVIA LOMELÍ | ADRIANA VALDIVIA LOMELÍ





















FILE NUMBER 832/2012.



--- In Playas de Rosarito, Baja California,
on November twenty two, two thousand twelve. ---------------------------------------------------------------



--- The writ identified with the
local registry number 12,747, filed by LOURDES VALDIVIA LOMELÍand ADRIANA VALDIVIA LOMELÍ, the
former as executor of the succession and the latter as coheir in this succession, which capacity is duly recognized in this
trial, was attached to the rulings, to be filed as legally appropriate. -------------------------------



--- As requested by the plaintiff, considering
the procedural stage of this procedure, the executor LOURDES VALDIVIA LOMELI is hereby deemed as having submitted the inventory
and appraisals, and the coheir ADRIANA VALDIVIA LOMELI is hereby considered as agreeing with such.- Consequently, in accordance
with article 810 of the Civil Procedure Code in this Federative Entity, the SECOND SECTIONrelating to INVENTORY AND
APPRAISALis approved and declared concluded, for the applicable legal effects.- Likewise, in accordance with article 772 of
the Civil Procedures Code for Baja California, the THIRD SECTIONcalled MANAGEMENT, of this succession, is declared
initiated. ----------------------------------------------------------------------



-----------------------------------------
NOTIFY. ----------------------------------------







--- Thus was agreed and executed by the
First Instance Civil Judge of Playas de Rosarito, Baja California, Mr. HUMBERTO TAMAYO CAMACHO, before his Secretary of
Resolutions Ms. JETSABEL FRAUSTO MARTINEZ, who authorizes and attests.-------------------------





|(illegible signature) | (illegible signature)
|--------------------- | ---------------------





--- The legal publication was made in
the number 012297of the Judicial Gazette dated November 26, 2012. ATTESTED. (illegible signature) -------------------------------------------------------
On November 27, 2012, at twelve hours, the mentioned notice, published by the number 012297of the Judicial Gazette
dated November 26, 2012, became effective. ATTESTED. (illegible signature). ----------------------------------------------------------------------------













| | TRIAL: SUCCESSORY OF    
| | ------------------------
| | ROSENDA LOMELÍ LUNA ALSO
| | KNOWN AS ROSENDA L. DE  
| | VALDIVIA                
| | FILE: 832/2012          



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.





Lourdes Valdivia Lomelí
and Adriana Valdivia Lomelí, as executor and the latter as coheir of the succession, which capacity is duly recognized in
the rulings of the trial indicated at the heading, respectfully appear before You, First Instance Civil Judge, to state:



That by means of
this writ we appear to submit the inventory 771, of the Civil Procedures Code for the State, to accept the inventory and the appraisals,
of the estate of the deceased individual, likewise after acceptance and gathering of that provided by the mentioned article, I
request the closing of the second section and the commencement of the Third Section that shall be of management and rendering
of accounts, therefore, by this writ, the undersigned coheir accepts as such the content of this writ and in turn the closing
of the second and the commencement of the third stage, for which purpose, I shall ratify this writ on the date and time that the
obligations of this Court allow so.



The inventory is as follows:



In entry 6029984,
of the section, dated October 5, 2011, registered in the Public Registry of Property and Commerce of this city, which consists
of 20-40-59.64 Hectares, that is, twenty hectares 4 areas and fifty nine point four centiares, which are under the name of Rosenda
Lomeli Luna also known as Rosenda L. de Valdivia, which have measures and boundaries:



TO THE NORTH:320.373 meters with
an expropriation of the Federal Electricity Commission,



TO THE EAST: 609.199 meters with minor property,



TO THE SOUTH: in broke line 419.649 meters with an expropriation
of CORETT,











TO THE WEST; in 506.680 meters with parcel 32



Likewise we state
that a certified copy of the receipt for payment of the real estate tax is attached to the rulings, in order for it to be taken
into account jointly with the data mentioned above.



Due to the foregoing,
we request to You, First Instance Civil Judge of the Judicial Party of Playas de Rosarito.





Sole.- To resolve in accordance with
the request included in this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California on the
date of its Filing





|(Illegible signature)   | (Illegible signature)  
|----------------------- | -----------------------
|Lourdes Valdivia Lomelí | Adriana Valdivia Lomelí















| | TRIAL: SUCCESSORY OF 
| | ---------------------
| | ROSENDA LOMELÍ LUNA  
| | ALSO KNOWN AS ROSENDA
| | L. DE VALDIVIA       
| | FILE: 832/2012       



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.





Lourdes Valdivia
Lomelí as executor of the succession, which capacity is duly recognized in the rulings of the trial indicated at the heading,
I respectfully appear before You, First Instance Civil Judge, to state:



That by means of
this writ I appear to assume as mine, the writ filed by Mr. Antonio Ramos Ruiz, in connection with the ruling dated October 26,
2012, whereby the declaration of heirs and the appointment of executor are made, I appear to request in accordance with article
7771, of the Civil Procedures Code for the State, that the inventory and appraisal of the estate of the deceased individual are
accepted, therefore, I hereby attach a certified copy of the real estate tax of the real estate comprising the assets of the succession,
likewise, after acceptance thereof and compliance of the provisions set forth in the mentioned article, I request the closing of
the second stage and the commencement of the Third Section which shall be of management.



Due to the foregoing, I request to You,
First Instance Civil Judge of the Judicial Party of Playas de Rosarito.



Sole.- To resolve in accordance with the
request included in this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California at the
date of its Filing



(Illegible signature)

Lourdes Valdivia Lomelí













| | TRIAL: SUCCESSORY OF  
| | ----------------------
| | ROSENDA LOMELÍ LUNA   
| | ALSO KNOWN AS         
| | ROSENDA L. DE VALDIVIA
| | FILE: 832/2012        



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.





Mr. Antonio Ramos
Ruiz, with the capacity duly recognized in the rulings of the trial indicated at the heading, I respectfully appear before
You, First Instance Civil Judge, to state:



That by means of
this writ and in connection with the ruling dated October 26, 2012, whereby the declaration of heirs and the appointment of executor
are made, I appear to request in accordance with article 771, of the Civil Procedures Code for the State, that the inventory and
appraisal of the estate of the deceased individual are accepted, therefore, I hereby attach a certified copy of the real estate
tax of the real estate comprising the assets of the succession, likewise, after acceptance thereof and compliance of the provisions
set forth in the mentioned article, I request the closing of the second stage and the commencement of the Third Section which shall
be of management.



Due to the foregoing, I request to You,
First Instance Civil Judge of the Judicial Party of Playas de Rosarito.



Sole.- To resolve in accordance with the
request included in this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California at the
date of its Filing



(Illegible signature)

Mr. Antonio Ramos Ruiz











FILE NUMBER.- 832/2012



--- In Playas de Rosarito, Baja California
on October twenty six, two thousand twelve. ---------------------------------------------------------------------



--- The writ identified with the local
registry number 11,026, filed by Mr. ANTONIO RAMOS RUIZ, in his capacity as soliciting attorney of the plaintiffs, with
the capacity that they have duly acknowledged in these rulings, to be filed as legally appropriate. ----------------------------------------



--- As requested by the plaintiff in
the referred writ, considering the reports provided by the Public Registrar of Property and Commerce of this city, as well as
by the Director of the General Archive of Notaries of the State, with residence in the city of Mexicali, Baja California, as
well as by him, by means of their respective official writs numbers 703/2012dated September nineteen, two thousand
twelve (visible in page 18 of the proceedings), and DAGNE 2615/2012dated September ten of this year (visible in page
22); by virtue of which it is evidenced that the author of the succession did not grant any Testamentary provision, and
having received the testimonial information referred to in article 786 of the Civil Procedures Code in force for this State,
without the existence of any opposition by the Social Representative ascribed to this Court, or by any interested party;
likewise, since the relationship of the author of the succession and the plaintiff has been fully evidenced in rulings, LOURDES
VALDIVIA LOMELI and ADRIANA VALDIVIA LOMELIas daughters of the deceased individual are declared as the as sole and
universal heirs of the legitimate succession of assets of Mrs. ROSENDA LOMELÍ LUNA, also known as ROSENDA L. DE
VALDIVIA. Consequently and considering that the plaintiffs, in their writ dated September twenty eight of this year
(visible in page 16 of the proceedings), granted their vote in favor of LOURDES VALDIVIA LOMELI,omitting the Meeting
of Heirs pursuant to the provisions of article 790 of the Civil Procedures Code in force for this Federative Entity, she is
appointed as EXECUTORof this succession of assets of Mrs. ROSENDA LOMELÍ LUNA, also known as ROSENDA L. DE
VALDIVIA;who shall appear before this Court on any business day, at working hours, and provided that the workload allows
it, for purposes of the acceptance and protest on the appointed office. -------------------



----------------------------------------
Notify--------------------------------------------















--- Thus was agreed and executed by the
First Instance Civil Judge of Playas de Rosarito, Baja California, Mr. HUMBERTO TAMAYO CAMACHO, before his Secretary of
Resolutions Ms. JETSABEL FRAUSTO MARTINEZ, who authorizes and attests.-------------------------





|(illegible signature) | (illegible signature)
|--------------------- | ---------------------





The preceding ruling was published with
the number 012281of the Judicial Gazette dated October 31, 2012. ATTESTED. SECRETARY.



On November 02, 2012, at twelve
hours, the mentioned notice made in the Judicial Gazette number 012281, dated November 02, 2012referred to in the
preceding note, became effective. ATTESTED.















| | TRIAL: SUCCESSORY OF    
| | ------------------------
| | ROSENDA LOMELÍ LUNA ALSO
| | KNOWN AS ROSENDA L. DE  
| | VALDIVIA                
| | FILE: 832/2012          



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.



Mr. Antonio Ramos
Ruiz, with the capacity duly recognized in the rulings of the trial indicated at the heading, I respectfully appear before
You, First Instance Civil Judge, to state:



That by means of this
writ I appear to insist in the writ filed on September 28, 2012, in which we request the closing of the first section and the commencement
of the second section, likewise by the declaration of heirs and the appointment of executor.



Due to the foregoing, we request to You,
First Instance Civil Judge of the Judicial Party of Playas de Rosarito.



Sole.- To resolve in accordance with the request included in
this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California on the
date of its Filing



(Illegible signature)

Mr. Antonio Ramos Ruiz











| | TRIAL: SUCCESSORY OF  
| | ----------------------
| | ROSENDA LOMELÍ LUNA   
| | ALSO KNOWN AS         
| | ROSENDA L. DE VALDIVIA
| | FILE: 832/2012        



FIRST INSTANCE CIVIL JUDGE

OF PLAYAS DE ROSARITO, B.C.

PRESENT.



Lourdes Valdivia Lomelí
and Adriana Valdivia Lomelí, with the capacity duly recognized in the rulings of the trial indicated at the heading, we
respectfully appear before You, First Instance Civil Judge, to state:



That by means of
this writ we appear to request our declaration as sole heirs of the deceased individual, considering that the testimonials offered
by the undersigned have been completed, with the foregoing the first section is commenced and closed, therefore, article 770 section
I, II, III, IV is complied with, so we request the commencement of the second section of inventories, likewise, after the Agent
of the Public Prosecutor is notified, Lourdes Valdivia Lomelí is appointed or ratified as executor of this successory trial.



Due to the foregoing, we request to You,
First Instance Civil Judge of the Judicial Party of Playas de Rosarito.



Sole.- To resolve in accordance with the request included in
this writ.



SWORN AS REQUIRED

Playas de Rosarito Baja California on the
date of its Filing



|(Illegible signature)   | (Illegible signature)  
|----------------------- | -----------------------
|Lourdes Valdivia Lomelí | Adriana Valdivia Lomelí















FILE NUMBER 832/2012.



--- In the city of Playas de Rosarito,
Baja California, on September twenty seven, two thousand and twelve. ------------------------------------



--- The Agent of the Public Prosecutor
in the State ascribed to this Court is considered as completing the order given by means of the ruling dated September three, two
thousand twelve (visible in pages 07 and 08 of the proceedings), without stating any opposition on his part, the foregoing for
the applicable legal effects. -----------------------------------



------------------------------------------
NOTIFY. ---------------------------------------



--- Thus was agreed and executed by the
First Instance Civil Judge of Playas de Rosarito, Baja California, Mr. HUMBERTO TAMAYO CAMACHO, before his Secretary of
Resolutions Ms. LILIANA VALENCIA MATUS, who authorizes and attests.-------------------------



|(illegible signature) | (illegible signature)
|--------------------- | ---------------------



--- The legal publication was made in
the number 012260of the Judicial Gazette dated October 01, 2012. ATTESTED. (illegible signature) -------------------------------------------------------
On October 02, 2012, at twelve hours, the mentioned notice, published by the number 012260of the Judicial Gazette
dated October 01, 2012, became effective. ATTESTED. (illegible signature). ---------------------------------------------------------------------------------------------











FILE NUMBER.- 832/2012



--- In Playas de Rosarito, Baja California,
at thirteen hours with thirty minutes of September twenty six, two thousand twelve, date and hour appointed for the completion
of the TESTIMONIAL INFORMATIONreferred to in article 787 of the Civil Procedures Code within this LEGITIMATE SUCCESSION
of assets of ROSENDA LOMELI LUNA, and being this Court legally constituted before the presence of the First Instance Civil
Judge of this city, Mr. HUMBERTO TAMAYO CAMACHO, assisted by his Secretary of Resolutions Ms. LILIANA VALENCIA MATUS,
who attests.- It is hereby evidenced the appearance of the plaintiffs of this succession, LOURDES and ADRIANA, both with last names
VALDIVIA LOMELI, who identify themselves with voting cards with photograph numbers 1260024927409 and 1271056558217 respectively,
issued by the Federal Electoral Institute, which original documents are attested to be shown and returned to the plaintiffs, who
state to receive them to their conformity, attaching simple copies thereof for better record; assisted by their soliciting attorney,
Mr. ANTONIO RAMOS RUIZ.- Likewise, the appearance of the proposed witnesses, MARIA TERESA CAMBEROS LOMELI and LUISA ANGELINA
BARBA CAMACHOis attested, who identify themselves with voting cards with photograph numbers 1273024932448 and 1260024926659
respectively, issued by the Federal Electoral Institute, which original documents are attested to be shown and returned to the
plaintiffs, who state to receive them to their conformity, attaching simple copies thereof for better record. -----------------











--- Thereafter, the Judge declares this
hearing commenced, proceeding to receive the ordinary information; therefore, being present the proposed witnesses, they are warned
of the penalties that incurred by those who falsely declare before a judicial authority, stating that they shall act in accordance
with the truth, proceeding to the separation of witnesses, remaining solely in this site, MARIA TERESA CAMBEROS LOMELI,
who states to be named as mentioned, to be of 61 years of age, born in Tepic, Nayarit, marital status married, dedicated to housework,
with current domicile in Avenida Lazaro Cardenas number 92, Colonia Obrera, of this city; and with respect to the legal challenges
for witnesses, that she does not have a direct or indirect interest in this matter, states to be friend of the plaintiffs, that
she does not depend economically from them; therefore, the hearing carries on, in accordance with the following questions made
by the soliciting attorney of the plaintiff, verbally and directly, TO THE FIRST.-THE WITNESS SHOULD STATE IF SHE KNEW
MS. ROSENDA LOMELI LUNA ALSO KNOWN AS ROSENDA L. DE VALDIVIA AND, IF SO, SINCE HOW LONG. Qualified as legal, she answered:Yes, I met her over fifty years ago. TO THE SECOND.-THE WITNESS SHOULD STATE IF SHE KNOWS WHICH WAS THE MARITAL STATUS
OF MS. ROSENDA LOMELI LUNA ALSO KNOWN AS ROSENDA L. DE VALDIVIA FOR THE TIME DURING WHICH SHE KNEW HER. Qualified as legal,
and answered:Yes, widow from Mr. BERNABÉ VALDIVIA. TO THE THIRD.-THE WITNESS SHOULD STATE IF SHE KNOWS OR HAS
ACKNOWLEDGE OF THE DATE AND PLACE IN WHICH MS. ROSENDA LOMELI LUNA ALSO KNOWN AS ROSENDA L. DE VALDIVIA DIED. Qualified as legal,
she answered:on August six, two thousand twelve in the city of Tepic, Nayarit. TO THE FOURTH.-THE WITNESS SHOULD STATE
IF SHE KNOWS AND IS CERTAIN IF MS. ROSENDA LOMELI LUNA ALSO KNOWN AS ROSENDA L. DE VALDIVIA GAVE BIRTH TO CHILDREN AND, IF SO,
STATE THE NAMES.- Qualified as legal, and answered:Yes, I know that she had two daughters, ADRIANA and LOURDES. TO THE
FIFTH.-THE WITNESS SHOULD STATE IF SHE KNOWS AND IS CERTAIN THAT THERE IS ANY INDIVIDUAL WHO HAS THE SAME OR BETTER RIGHT
TO INHERIT BESIDES THE INDIVIDUALS PREVIOUSLY MENTIONED. Qualified as legal, and answered:No, they are the only
ones.- TO THE SIXTH.-THE WITNESS SHOULD STATE IF SHE KNOWS AND IS CERTAIN WHICH WAS THE DOMICILE OF MS. ROSENDA LOMELI
LUNA ALSO KNOWN AS ROSENDA L. DE VALDIVIA BEFORE DYING.- Qualified as legal, and answered:In Boulevard Benito Juárez
number 999, Colonia Echeverría of this City.- TO THE SEVENTH.-THE WITNESS SHOULD STATE IF SHE KNOWS AND IS CERTAIN
IF MS. ROSENDA LOMELI LUNA ALSO KNOWN AS ROSENDA L. HAD REAL ESTATES, THAT IS, PROPERTIES.- Qualified as legal, and answered:Yes, she had properties and parcels of the Ejido Mazatlán.- TO THE EIGHT.-THE WITNESS SHOULD STATE IF SHE KNOWS
OR HAS KNOWLEDGE IF MS.	ROSENDA LOMELI LUNA ALSO KNOWN AS ROSENDA L. GRANTED ANY TESTAMENTARY PROVISION, THAT IS, A WILL.- Qualified
as legal, and answered:No, not that I know.- TO THE NINTH.- TO STATE THE REASONS OF HER STATEMENTS:Because they told
me and I spent time with her when she was alive.- Thereafter, having read the foregoing, the stating party executes the margins
of these minutes as a sign of conformity with her rendered statements.- Therefore the hearing carries on with the additional testimonial
of LUISA ANGELINA BARBA CAMACHO, who by her generals states to be named as written, to be of 43 years of age, born in Tijuana,
Baja California, marital status single, with occupation as a stylist, with current domicile in Calle Cruz Tronosco number 1087,
Colonia Lucio Blanco of this city; and with respect to the legal challenges for witnesses, she stated that she is not a relative
of the plaintiffs, and that she only has a friendship relationship with them, does not depend economically from the plaintiff.-
Therefore, the hearing carries on as appropriate, and answers in accordance with the same questionnaire previously made to the
prior witness, therefore the transcription of the questionnaire is omitted based on procedural economy, attesting only the answers:
TO THE FIRST.- She answered:Yes, I knew her twenty three years ago.- TO THE SECOND.- She answered:Yes, when I met
her she was married with Mr. BERNABÉ VALDIVIA, and sixteen and seventeen years ago she became a widow of Mr. VALDIVIA.-
TO THE THIRD.- She answered:Yes, she just died on August six of this year in Tepic Nayarit. TO THE FOURTH.- She answered:Yes, she gave birth to two daughters LOURDES VALDIVIA LOMELÍ and ADRIANA VALDIVIA LOMELÍ. TO THE FIFTH.
She answered:No, they are the only ones.- TO THE SIXTH. She answered:Yes, it was Boulevard Benito Juárez
number 999, Colonia Echeverría, here in Playas de Rosarito. TO THE SEVENTH. She answered:Yes, she had several properties
in Playas de Rosarito, and she also had parcels in the Ejido Mazatlán, she also acquired a real estate in Tepic Nayarit
before to her death, as far as I know they were not able to formalize. TO THE EIGHT.- She answered:No, to my knowledge
she did not grant a will.- TO THE NINTH.- TO STATE THE REASONS OF HER STATEMENT: Because Ihave a friendship of twenty
three years with them and I have been very intimate, very close to them.- Thereafter, having read the foregoing, the stating party
executes the margins of these minutes as a sign of conformity with her rendered statements.- With the foregoing, give notice
to the Agent of the Public Prosecutor ascribed to this Court, in order for him to, within the term of THREE BUSINESS DAYSto its notification, formulate his corresponding request, in the event of considering it appropriate, in accordance with the
provisions of article 787 of the Civil Procedural Code.- There not being any other question to add, at fourteen hours with five
minutes of the same acting date, this hearing is concluded, with the execution of the corresponding minutes by the parties who
intervened and wished to do so, jointly with the First Instance Civil Judge, and his Secretary of Resolutions who authorizes and
attests. -----------------------------





|(illegible signature) | (illegible signature)
|--------------------- | ---------------------













--- The legal publication was made in
the number 012260of the Judicial Gazette dated October 01, 2012. ATTESTED. (illegible signature) -------------------------------------------------------
On October 02, 2012, at twelve hours, the mentioned notice, published by the number 012260of the Judicial Gazette
dated October 01, 2012, became effective. ATTESTED. (illegible signature). ---------------------------------------------------------------------------------------------



On October 26, 2012the Agent of the Public

Prosecutor _____________
____________ was notified 
dated September 26, 2012and stated: That he 
heard, became
aware and executed.- I Attest.



(Illegible signature)















FILE NUMBER: 832/2012.



In Playas de Rosarito, Baja California
on September three, two thousand twelve. ---------------------------------------------------------------------------------------------------



--- The writ identified with the local
registry number 9062, filed by LOURDES VALDIVIA LOMELI and ADRIANA VALDIVIA LOMELI, with the capacity as plaintiffs of this
succession, on their own behalf, to be filed as legally appropriate.---



--- In first place and in accordance with
article 76 of the Civil Procedures Code in force for this State, the plaintiffs are considered as being implicitly notified the
prevention dated August twenty four of this year (visible in page 05 of the proceedings), in each and all of its terms and legal
scope, for the applicable legal effects. On the other part, in connection with the request, the plaintiffs are considered as remedying
the prevention imposed by the mentioned ruling. Consequently, and considering that their initial writ filed on August twenty two
of this year is pending to be resolved, it is in order to resolve on its admission as follows: LOURDES VALDIVIA LOMELI and
ADRIANA VALDIVIA LOMELI, as daughters of the deceased individual, are hereby considered as claiming the LEGITIMATE SUCCESSION
TO THE ASSETS OF ROSENDA LOMELI LUNAalso known as ROSENDA L. DE VALVIDIA, in the form and terms stated in the mentioned
writ.- In accordance with articles 760, 769, 784, 785, 786, 787 and other applicable articles of the Civil Procedures Code in
force in the State, the instance is admitted in the proposed procedure and manner, as the denouncement abides to the law, and
is being filed before a competent Judge, attending to the last domicile of the deceased individual and which was in this location,
in accordance with the provisions of article 157 paragraph V of the Civil Procedural Code in force for this State.- Consequently,
this succession is hereby admitted in this Court and such is initiated on AUGUST SIX, TWO THOUSAND TWELVE.- Grant to the ascribed
Agent of the Public Prosecutor, the corresponding legal intervention in accordance with the law. Likewise send official
writs to the Registrar of the Public Registry of Property and Commerce and to the Director of the General Archive of Notaries
of the State located in the Municipality of Mexicali, Baja California, in order for them to report to this Court if the author
of this succession registered in those entities directed by them, any testamentary provision and in such event, to send such as
soon as possible.- In order to carry out the ordinary testimonial reception, any business day and working hours are appointed,
as long as the workload of this Court allow so.- By virtue of the foregoing, the plaintiffs are prevented, in order to submit
before this Court, at least two witnesses worthy of faith, in order to appear duly identified, to state in accordance with the
questionnaire that shall be made to them verbally and directly. Likewise, the plaintiffs are hereby deemed as appointing the presumptive
heir LOURDES VALDIVIA LOMELI as PROVISIONAL EXECUTORof this succession, who shall appear to this Court at any business
day and working hours are appointed, as long as the workload of this Court allow so, for purposes of accepting and stating the
conferred duty. Lastly, and in accordance with articles 46 and 112 of the Civil Adjective Code, the plaintiffs are hereby deemed
appointing as procedural domicile, the one indicated in the mentioned writ, and authorizing as their Soliciting Attorneys, the
Attorneys at Law ANTONIO RAMOS RUIZ, REBECA CASTILLO PAREDES and LEONOR RAMIREZ VENEGAS. ----------------------------------------------------------------------------------------------











--- On the other part, in compliance to
the provisions of articles 12, 18 section VII and 23 of the public information Access Law, as well as articles 36, 37, 38 and 39
of the Regulations for access of Public Information of the Judicial Branch of the State, published in the Official Gazette of the
State on April 13, two thousand seven, the definitive resolutions, are considered public information and may be disclosed if deemed
relevant at the discretion of the directors of the jurisdictional bodies, through any means, either printed or electronic, or by
any other means allowed by technological innovation, considering for such event, the confidentiality restrictions provided set
forth in the Law and the referred regulation, therefore, in order to respect the confidentiality right of the parties, the plaintiff
is granted a term of three days, to the effect of stating her acceptance of the publication of its personal data, warning her that,
in the event of not answering the mentioned notice, she shall be considered as refusing the publication of her personal data. ----



------------------------------------ NOTIFY
PERSONALLY----------------------------------------



--- Thus was agreed and executed by
the First Instance Civil Judge of Playas de Rosarito, Baja California, Mr. HUMBERTO TAMAYO CAMACHObefore his
Secretary of Resolutions Ms. LILIANA VALENCIA MATUS, who authorizes and attests.
----------------------------------------------------------------------------------------------------



|(illegible signature) | (illegible signature)
|--------------------- | ---------------------











--- The legal publication was made in the number 012242of the Judicial Gazette dated September 05, 2012. ATTESTED. ____________________------------------------------------------------------------



On September 27, 2012the Agent of the 
Public
Prosecutor ______________
_______________ was notified dated September 
3, 2012and stated: That he heard,
became 
aware and executed.- I Attest.



(Illegible signature)











FILE NUMBER: 832/2012.



--- In Playas de Rosarito, Baja California,
on August 24, two thousand twelve. -------------



--- With the writ identified with the local
registry number 8809, and exhibits attached thereto, PREPARE AND REGISTER the file with consecutive number in the Government Book
and Index.- Considering the request of LOURDES VALDIVIA LOMELÍ and ADRIANA VALDIVIA LOMELÍ, notify to the
plaintiffs to appear at any business day and working hours, before this Court, to the effect of the provisions of the article 258
of the Civil Procedures Code for this Federative Entity. --------------------------------------------------------------



-------------------------------------------
NOTIFY PERSONALLY. ------------------------------------------



--- Thus was agreed and executed by the
First Civil Instance Judge of Playas De Rosarito, Baja California, Mr. HUMBERTO TAMAYO CAMACHO, before his Secretary of
Resolutions, Mrs. LILIANA VALENCIA MATUS, who authorizes and attests. ------------------



|(illegible signature) | (illegible signature)
|--------------------- | ---------------------



--- The legal publication
was made in the number 012236of the Judicial Gazette dated August 28, 2012. ATTESTED. (illegible signature) ----------------------------------------------------











LAW



Articles 1486 section
I, from 1494 and from 1511 to 1516 and other related articles to the Civil Code for the State, are applicable. With respect to
the procedure, such is ruled by the articles 762, 769, to 774, 784, and other related articles to the Civil Procedures Code for
the State.



Considering the previous
statements and provisions, we request to You, Judge:



FIRST.- To acknowledge
the capacity with which we appear, admitting this legitimate testamentary claim.



SECOND.- To order
the admission of the TESTIMONIALS, with which we will evidence that the undersigned are the sole heirs of our deceased father,
for which we request the appointing of a date and hour for its development, in the understanding that we agree to submit two witnesses
before the judicial presence.



THIRD.- Give notice
to the Agent of the Public Prosecutor, and in its opportunity issue a ruling making the declaration of heirs ruling and continue
the proceeding for all its legal procedures until its termination.



SWORN AS REQUIRED

Playas de Rosarito Baja California on the
date of its Filing



|(Illegible signature)   | (Illegible signature)  
|----------------------- | -----------------------
|Lourdes Valdivia Lomelí | Adriana Valdivia Lomelí











| | Exhibit “I”           
| | ----------------------
| | Instrument Number 5335
| | Volume number 178     



|(Front side of the voting card of Mrs. Lourdes Valdivia Lomelí, issued by the Federal Electoral Institute) |  | (Front side of the voting card of Mrs. Adriana Valdivia Lomelí, issued by the Federal Electoral Institute)
|---------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------



|(Back side of the voting card of Mrs. Lourdes Valdivia Lomelí,
issued by the Federal Electoral Institute) |  | (Back side of the voting card of Mrs. Adriana Valdivia Lomelí, issued by the Federal Electoral Institute)
|--------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------













Exhibit “J”

Instrument No. 5335

Volume No. 178



ON BEHALF OF THE FREE AND SOVEREIGN
STATE OF BAJA CALIFORNIA I, CERTIFY THAT IN THE ARCHIVE OF THIS OFFICE OF THE CIVIL REGISTRY, A MARRIAGE CERTIFICATE IS REGISTERED,
OF WHICH THIS PROOF IS ISSUED AND CERTIFIED, AND WHICH CONTAINS THE FOLLOWING DATA:



MARRIGE CERTIFICATE



|OFFICE                   | BOOK              | REGISTRY DATE | LOCATION          
|------------------------ | ----------------- | ------------- | ------------------
|01                       | 02                | July/27/2001  | PLAYAS DE ROSARITO
|MUNICIPALITY OR DISTRICT | FEDERATIVE ENTITY
|PLAYAS DE ROSARITO       | BAJA CALIFORNIA  



DATA
OF THE SPOUSES

NAME OF THE SPOUSE:JESUS CESAR            VELETA                                    BARRERA NAME(S)            FIRST
LAST NAME           SECOND LAST NAME PLACE OF BIRTH:MR. ADOLFO LOPEZ
MATEOS      GUERRERO        CHIHUAHUA       MEXICO LOCATION                    MUNICIPALITY            ENTITY         COUNTRY  AGE:29 YEARS        NATIONALITY:
MEXICAN       OCCUPATION:EMPLOYEE DOMICILE: GUILLERMO TRONSCO 714 LUCIO BLANCO
P. DE ROSARITO, B.C.




NAME OF THE SPOUSE:ADRIANA                    VALDIVIA                          LOMELÍ NAME(S)              FIRST
LAST NAME         SECOND LAST NAME PLACE OF BIRTH:TIJUANA                TIJUANA           BAJA
CALIFORNIA     MEXICO LOCATION            MUNICIPALITY                ENTITY             COUNTRY  AGE:24 YEARS        NATIONALITY:MEXICAN       OCCUPATION:STUDENT
 DOMICILE: BENITO JUAREZ 24 Z.C. P. DE ROSARITO,
B.C.




DATA OF THE PARENTS OF THE SPOUSE

NAME OF THE FATHER:------------------                   ---------------------                     ----------------------- NAME(S)                FIRST
LAST NAME           SECOND LAST NAME NATIONALITY: ----------- NAME OF THE MOTHER:AMELIA                       VELETA                          BARRERA NAME(S)           FIRST
LAST NAME        SECOND LAST NAME NATIONALITY: MEXICAN DOMICILE(S):-------------- CHIHUAHUA CHIH.




DATA
OF THE PARENTS OF THE SPOUSE

NAME OF THE FATHER:BERNABE                   VALDIVIA                         TOVAR NAME(S)             FIRST
LAST NAME         SECOND LAST NAME NATIONALITY:MEXICAN NAME OF THE MOTHER:ROSENDA                   LOMELÍ                               LUNA NAME(S)             FIRST
LAST NAME        SECOND LAST NAME NATIONALITY: MEXICAN DOMICILE(S): BENITO JUAREZ 24 Z.C. P. DE ROSARITO,
B.C.




MARRIAGE
REGIME

SEPARATE ASSETS




THIS PROOF OF REGISTRY IS ISSUED AND CERTIFIED ON
AUGUST 3, 2001 IN





|(Illegible signature)          |  |                                  
|------------------------------ |  | ---------------------------------
|                               |  |                                  
|MS. PAULA JULIETA PERDOMOROJAS |  |                                  
|CIVIL REGISRTY OFFICER 01      |  | SEAL OF THE CIVIL REGISTRY OFFICE



0260243











Exhibit “K”

Instrument No. 5335

Volume No. 178



NOTARY PUBLIC NUMBER 18

MR. RAMÓN ANDRÉS
GRACIANO DUEÑAS



Tijuana, Baja California, on March 11, 2013



PUBLIC REGISTRAR OF PROPERTY AND COMMERCE

PLAYAS
DE ROSARITO, BAJA CALIFORNIA.



By means of this instrument,
in terms of Article 2885 of the Civil Code, I hereby give to you a PRE-EMPTIVE NOTICE, of the mentioned deed:



|DEED NUMBER:      | 5,335         
|----------------- | --------------
|VOLUME:           | 178           
|DATE OF THE DEED  | MARCH 08, 2013
|DATE OF EXECUTION | MARCH 08, 2013



CONTAINS:



FORMALIZATION AND PARTIAL ADJUDICATION OF
INHERITANCE.



AUTHOR OF THE TESTAMENTARY
SUCCESSION:



ROSENDA LOMELÍ LUNA.



SOLE AND UNIVERSAL HEIRS:



LOURDES VALDIVIA LOMELÍ
and ADRIANA VALDIVIA LOMELI.



REAL ESTATE SUBJECT MATTER
OF THE ADJUDICATION:



Lot fraction 33-1 resulting
from the subdivision of the parcel number 33 Z-1 P 2/5, without block number, of the Ejido Mazatlán, in the municipality
of Playas de Rosarito, Baja California.



REGISTRAL ANTECEDENT:



Entries 6 ́029,567 and 6 ́029,894,
Civil Section, of the Public Registry of Property and Commerce of Playas de Rosarito, Baja California.



SINCERELY



|(Illegible signature)           
|--------------------------------
|MR.
RAMÓN ANDRÉS GRACIANO DUEÑAS
|NOTARY PUBLIC NUMBER 18         



Avenida Guanajuato number 2437

Colonia Cacho, Tijuana. B.C. C.P. 22150

Tel.: 664-684-93-58 Fax.: 664-684-91-86











|                                                                                                         | Exhibit “L”            | MUNICIPAL TREASURY
|-------------------------------------------------------------------------------------------------------- | ---------------------- | ------------------
|Township of Playas de Rosarito,B.C.                                                                      | Instrument number 5335 |                   
|                                                                                                         | Volume number 178      |                   
|Tel. 614 9600 and Tel./Fax 614 9647
        Jose Haroz Agular Street number 2000
        Villa Turistica |                        |                   



|DECLARATION FOR THE PAYMENT OF                                    |                    
|----------------------------------------------------------------- | -------------------
|REAL ESTATE ACQUISITION TAX                                       | Registering Machine
|INCOME COLLECTION OF THE MUNICIPALITY IN PLAYAS DE ROSARITO, B.C. | Impression         



|IDENTIFICATION DATA OF THE NOTARY NUMBER                                                                                                                                                                                                | EIGHTEEN                                        | F.T.R.             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | -------------------
|GRACIANO                     DUEÑAS               RAMON
        ANDRES                                                                                                                                                                  | GADR41130ULA                                   
|FIRST LAST NAME      SECOND
        LAST NAME          NAME(S)
        
        AVENIDA GUANAJUATO      2437                                                                                                                           
|TAX ADDRESS                          STREET           EXT.
        NUM. LETTER
        
        COLONIA CACHO                        22150                           684-93-58                                                         
|NEIGHBORHOOD                  POSTAL
        CODE                TELEPHONE                PAYMENT
        DATE
        
        TIJUANA                                     TIJUANA                             BAJA
        CALIFORNIA
|LOCATION                             MUNICIPALITY                       FEDERATIVE ENTITY                                                                                                                                              
|IDENTIFICATION DATA OF THE ACQUIRING INDIVIDUAL(S) OR LEGAL ENTITY                                                                                                                                                                      | F.T.R.                                         
|VALDIVIA                        LOMELÍ                                 LOURDES
        (and CO-OWNER).                                                                                                                                  |                                                
|FIRST LAST NAME         SECOND LAST NAME          NAME                                                                                                                                                                                 
|                                                                                                                                                                                                                                       
|CORPORATE NAME
        
        BENITO JUAREZ BOULEVARD           194-21                                                                                                                                                               
|TAX DOMICILE                        STREET                                                      EXT.
        NUM. LETTER           INT. NUM.
        
        ZONA CENTRO                      PLAYAS
        DE ROSARITO, BAJA        
|NEIGHBORHOOD                   MUNICIPALITY AND FEDERATIVE ENTITY                        TELEPHONE                                                                                                                                     
|IDENTIFICATION DATA OF THE TRANSFERING INDIVIDUAL(S) OR LEGAL ENTITY                                                                                                                                                                   
|                                                                                                                                                                                                                                       
|FIRST NAME                  SECOND
        NAME                 NAME
        
        LEGITIMATE SUCCESSION
        OF ASSETS OF ROSENDA LOMELÍ LUNA
        MOTHER TO DAUGHTERS                                                       
|CORPORATE NAME                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                       
|TAX DOMICILE                   STREET                                                                 EXT. NUM. LETTER            INT. NUM.                                                                                            
|                                                                                                                                                                                                                                       
|NEIGHBORHOOD               MUNICIPALITY AND FEDERATIVE ENTITY              TELEPHONE                                                                                                                                                   
|                                                                                                                                                                                                                                       
|DESCRIPTION OF THE TRANSACTION                                                                                                                                                                                                          |                                                
|PARTIAL ADJUDICATION OF ASSETS OF THE LEGITIMATE
        SUCCESSION OF                                                                                                                                                                 
|ROSENDA LOMELÍ LUNA:LOT FRACTION NUMBER
        33-1 RESULTING FROM THE SUBDIVISION OF
        PARCEL 33 Z-1 P 2/5, WITHOUT BLOCK NUMBER, OF THE
        EJIDO MAZATLÁN, IN THE MUNICIPALITY OF PLAYAS DE ROSARITO, BAJA CALIFORNIA.   
|CADASTRAL CODE (S)                                                                                                                                                                                                                      | EM-033-01                                      
|5335                                                                                                                                                                                                                                    | MARCH 08, 2013                                  | MARCH 08, 2013     
|DEED NUMBER                                                                                                                                                                                                                             | DEED DATE                                       | DATE OF ACQUISITION
|TAX PAYMENT                                                                                                                                                                                                                            
|AGREED PRICE
        TAX VALUE          14,340,000.00
        APPRAISAL          164,400,000.00                                                                                                                                         | E - TAX (2% OF C-D)                            
|F - SURCHARGES FOR LATE PAYMENT
        /
        (MONTHS)                                                                                                                                                                             
|LEGAL REDUCTION                                                                                                                                                                                                                         | G - TOTAL AMOUNT TO BE PAID
        0.00 PESOS.
|TAXABLE BASIS                                                                                                                                                                                                                           | H - PAYMENT IN CASH OR CHECK                   
|TAXABLE BASIS USING
        THE ADJUSTMENT FACTOR RATE ZERO                                                                                                                                                                            
|Stated under oath of telling the truth that the data included in this document is truthful                                                                                                                                             
|                                                                                                                                                                                                                                        |                                                 |                    



|(Illegible signature) | 
|--------------------- | 
|                      | 



MR. RAMON ANDRES GRACIANO DUEÑAS











---I, Mr. RAMON ANDRES GRACIANO DUEÑAS, Notary Public number Eighteen of this Municipality; attest; and,-----------------------------------------------------------------
CERTIFY---------------------------------------------- That
these photostatic copies which consist of forty seven useful pages including its cover page, are a faithful reproduction of their
original, with which such were compared, are reviewed, to integrate EXHIBITS“A”,
“B”, “C”, “D”, “E”, “F”, “G”, “H”, “I”,
“J”, “K” and “L”of the appendix of the public deed number5,335of the volume number178,datedMarch
08, 2013, of the protocol of this Notary under my supervision.- I attest.--------------------------------------------------------
Tijuana, Baja California, on March eleven, two thousand thirteen. ---



(Illegible Signature)



MR. RAMON ANDRES GRACIANO DUEÑAS

NOTARY PUBLIC NUMBER 18















|Exhibit B | Exhibit 10.32.4
|--------- | ---------------







|PLAYAS DE ROSARITO         | 
|-------------------------- | 
|V Township 2012- 2013      | 
|A government closer to you | 



H. V. TOWNSHIP OF PLAYAS DE ROSARITO, B.C.

MUNICIPAL TREASURY

COLLECTION OF MUNICIPAL INCOME



TAXES
NON-ENCUMBRANCES CERTIFICATE



The undersigned, MRS.
MARIA DEL ROSARIO MALDONADO MARTÍNEZ Municipal Collector of Income, in accordance with the data registered in the files
of this Collection Office, in connection with Article 9 Section V of the Internal Regulations of the Municipal Treasury of Playas
de Rosarito B.C.,



CERTIFIES:



That the land plot in the name of ROSENDA LOMELÍ; whose
characteristics are described below:



|CADASTRAL CODE   | EM-033-001           
|---------------- | ---------------------
|RATE:            | 1.65                 
|SURFACE:         | 120,000.00           
|TAX VALUE:       | 14,340,000.00        
|HOMOGENEOUS ZONE | 051                  
|LOCATION         | C. SEVENTH; PARCEL 33
|LAST PERIOD PAID | 2013/6               



“EXCEPT FOR ERROR OR OMISSION, IS
FREE OF TAX ENCUMBRANCES, THIS CERTIFICATE SHALL BE VALID EXCLUSIVELY FOR THE TAX YEAR 2013”.



In Playas de Rosarito
B.C., previous payment of the corresponding rights according to receipt number 07-5346; On February 9, 2013, this certification
is issued per request of the interested party and for the applicable legal effects.



SINCERELY

EFECTIVE SUFRAGE, NO REELECTION

MUNICIPAL INCOME COLLECTOR



(Illegible signature)

MRS. MARIA DEL ROSARIO MALDONADO MARTINEZ



|(Illegible signature)                       |  | (Illegible Signature)                              
|------------------------------------------- |  | ---------------------------------------------------
|PROMOTOR OF URBAN DEVELOPLMENT
 OF ROSARITO |  | URBANIZATION BOARD OF THE STATE
 OF BAJA CALIFORNIA



|(Illegible signature)                                                          
|-------------------------------------------------------------------------------
|INCOME COLLECTION OF PLAYAS DE
ROSARITO
OF THE MINISTRY OF PLANNING AND FINANCE



NOTE 1: This document is not valid if it has deletions, erasures
or amendments

NOTE 2: In the event that registrations of other Entities of
the State Government are necessary, use the reverse of this document.











|MUNICIPAL TOWNSHIP OF PLAYAS DE ROSARITO,
        B.C.
        MUNICIPAL TREASURY
        Calle Jose Haroz Agular number 2000 Villa
        Turistica
        Playas de Rosarito, B.C. C.P. 22710, Tel:
        614,96.00 Ext. 1057
        F.T.R. AMP-981201-HJ4 e-mail: recaudación_mpal_rosarito@hotmail.com
        Official Web Page: www.rosarito.gob.mx | No. 1370437
        
        Certification:
        
        Rosarito 02/96/2013
        Cert. No. 04-5378
        Account No. (illegible number)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------





|                                            | Cadastral
    Code: EM-033-001                                                                            | REAL
    ESTATE TAX          |                      
|------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------------------
|Name
        Domicile                       | ROSENDA
LOMELI
        Fiscal:   Seventh,
        parcel 33
        Plot:      Seventh,
        parcel 33 |                              |                      
|RATE                                        | TAX
    VALUE                                                                                             | BIMESTERS                    | SECTION              
|1.65                                        | 14,340,000.00                                                                                             | 2013/1  2013/6               | 12102                
|                                            |                                                                                                           |                              |                      
|1.36                                        | 14,340,000.00                                                                                             | 2012/1 2012/6                | 1901                 
|                                            |                                                                                                           |                              |                      
|                                            |                                                                                                           |                              |                      
|                                            |                                                                                                           |                              |                      
|                                            |                                                                                                           |                              |                      
|DATA
    OF THE PLOT:SURFACE:    120,000.00 | VALUE
    M2: 1,195.50ZONE. 051                                                                           |                              | $11,400.30           
|                                            |                                                                                                           |                              | Rounding IT049-$0.08 
|                                            |                                                                                                           |                              |                      
|EXTEMPORANEOUS
    AFTER:    02/28/2013     | Prepared by: 000                                                                                          | Executor: 74                 | Fine
    61212       
|                                            |                                                                                                           | Surcharges  61801            | $0.00                
|                                            |                                                                                                           | Execution
    Expenses 61911 | $735.99              
|                                            |                                                                                                           | Financing
    61802          | $0.00                
|                                            |                                                                                                           | Tax
    for the subsidy      | $12.95               
|                                            |                                                                                                           |                              |                      
|                                            |                                                                                                           |                              |                      
|                                            |                                                                                                           | Total:                       | $45.045.00           
|(illegible
    letter)                      |                                                                                                           | Payable
        Period       | 2012/1
        2013/6
|                                            |                                                                                                           |                              |                      



Real Estate Tax Payment Parcel 33 Rosenda
Lomeli

12.000.00 M2

FEBRUARY 06 – 2013













|Exhibit C | Exhibit 10.32.4
|--------- | ---------------





|GobBC
        STATE GOVERNMENT |  | CESPT
        State Commission of Public Services of Tijuana
|------------------------------ |  | ------------------------------------------------------------



The undersigned, MR. JOSÉ MANUEL
MEZA ORTEGA, Sub-Collector of Income of the state ascribed to the STATE COMMISSION OF PUBLIC SERVICES OF TIJUANA,
in accordance with the data contained in the files of this Entity.



CERTIFIES:



That the land plot in the name of: ROSENDA
LOMELI, whose characteristics are described below:



|CADASTRAL CODE: | EM-033-001              
|--------------- | ------------------------
|SURFACE:        | 120,000.00 SQUARE METERS
|LOCATION:       | SEVENTH C., PARCEL 33   









“EXCEPT FOR ERROR OR OMISSION”,
In the following manner: according to inspection 66014533

Reports that it is a plot in a zone without
potable water and sanitary sewerage services, by the STATE COMMISSION OF PUBLIC SERVICES OF TIJUANA. Therefore, payment
of the corresponding rights for connection and installation are pending, upon definition of the land use and granted the feasibility
by the STATE COMMISSION OF PUBLIC SERVICES OF TIJUANA, which reserves the right to collect any tax credit that may arise
in its moment. ---------------------------------------------------------------------------------------------------------------------------------------------------------------

In the city of Tijuana, B.C. with the previous
payment of the corresponding rights, according to the receipt dated February 13, 2013, this certification is issued on February
14, 2013, per request of the interested party and for the applicable legal effects.



SINCERELY



(illegible signature)



__________________________________

MR. JOSE MANUEL MEZA ORTEGA

SUB-COLLECTOR OF INCOME OF THE STATE

ASCRIBED TO THE STATE COMMISSION OF PUBLIC
SERVICES OF TIJUANA



| | (illegible signature)
        
        Blvd. Federico Benítez #4057
        20 de Noviembre
        Tijuana, B.C. México, C.P. 22430
        Tel. (664) 104-7700
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------













|Exhibit D | Exhibit 10.32.4
|--------- | ---------------









|                         | LOCATION:
        
        (Location
        map)                                                                                                                                                                                                                                                                      
|------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         | LINK:
        
        (Map)
        
        1.-
        This map is linked to the Reference Geodesic System ITAF 92, season 1988, used in the positioning points IT-68, III-29
        and on boundaries No. 310 and 322 of the land plot.                                                                           
|                         | Notes:
        1.- This cartogram was
        prepared based on the technical data described in the ownership document and on the points established in the field.
        2.- The rights of the
        neighbors shall remain safe to be enforced (Article 24 of the Cadastral Real Estate Law for the State of B.C.)
|                         | Symbology:                                                                                                                                                                                                                                                                                                             
|(Topographic
    Survey) | Planning
                                         and Cadastral Direction
        Cartography
        Department                                                                                                                                                                                                       



| | Name
                                         of the Expert: Mr. Miguel Angel Guerrero H.
        Federal
        Registry: 1563218
        State
        Registry: 5284/91
        Number
        of the Expert: CR - 04
        
        (ILLEGIBLE
        SIGNATURE) | Name
                                         of the Owner(s):
        LOMELÍ
        ROSENDA
        Physical-Documental Surface:
        120,000,000M2
        Cadastral code:         EM-033-001
        Place:
        Ejido Mazatlán,
        Municipality Playas de Rosarito
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Date:
    February 1, 2013                                 Scale: 1 : 1,500                                                                                                               | Number of maps:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------
| | Documentation:
    Subdivision of real estate official writ number DFR-SFR-068-2011 dated September 26, 2011 P.R.P.C. Entry 6029984 Registration
    on October 05, 2011, Section: Civil. | 1/1            



| | PLANNING
    AND CADASTRAL DIRECTION                                                                                                                                                                                                                                                                                                                                 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | OF
    THE MUNICIPALITY PLAYAS DE ROSARITO, B.C                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                      
| | CERTIFIES                                                                                                                                                                                                                                                                                                                                                            
| | That
    for purposes of the topographic survey and except for error, omission or amendment, the surface, measures and boundaries of
    the documental polygon of this map corresponds to the registration data of this Cadastral Direction under the cadastral code
    number EM-033-001 and which were verified and resubmitted by the executing official expert.
| |                                                                                                                                                                                                                                                                                                                                                                      
| | NOTE:
    OWNERSHIP IS NOT CERTIFIED                                                                                                                                                                                                                                                                                                                                 
| | Paid
    rights on official receipt No. 05-6656                                                                                                                                                                                                                                                                                                                      
| | February
    01, 2013                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                      
| | PLANNING AND CADASTRAL
    DIRECTOR                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                      
| | (Illegible signature)                                                                                                                                                                                                                                                                                                                                                
| | NEFTALI
    BARRIOS GUEVARA                                                                                                                                                                                                                                                                                                                                          























|Exhibit E | Exhibit 10.32.4
|--------- | ---------------







|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------





VALUATION UNIT:		ABC CAPITAL, S.A. INSTITUCIÓN
DE BANCA MULTIPLE

|APPRAISAL INFORMATION SUMMARY
|-----------------------------



|(Photograph)
|------------

INTERIOR VIEW OF THE REAL ESTATE





|1   Key of the Appraisal. Number assigned by the Valuation Unit.         | 54179                                                                   
|------------------------------------------------------------------------ | ------------------------------------------------------------------------
|2   Date of Appraisal. In DD/MM/YYYY format.                             | 07/05/2013                                                              
|3   Infonavit Registration Number (if applicable)                        | NOT APPLICABLE                                                          
|4   Key of the Comptroller certifying the Appraisal SHF Number           | 0903492                                                                 
|5   Key of the Appraiser carrying out the Appraisal SHF Number           | 0400663                                                                 
|6   Key of the entity granting the credit                                | NOT APPLICABLE                                                          
|7   Constructor, in the event of new housing                             | NOT APPLICABLE                                                          
|8   Purpose.                                                             | FOR PURPOSES OF NOTARIZATION                                            
|9   Kind of Real Estate to be appraised                                  | UNOCCUPIED LAND                                                         
|10   Street and number or equivalent.                                    | SÉPTIMA WITHOUT NUMBER                                                  
|11   Name of the condominium.                                            | LOCATED BETWEEN THE LIENZO CHARRO NEIGHBORHOOD AND THE C.F.E. PLANT     
|12   Neighborhood.                                                       | PARCEL 33 Z-1 P-2/5 BELONGING TO EJIDO MAZATLAN PLAYAS DE ROSARITO, B.C.
|13   Zip code.                                                           | 22707                                                                   
|14   Municipality or Delegation Key according to INEGI catalog.          | 5                                                                       
|15   Federative Entity Key according to INEGI catalog.                   | 2                                                                       
|16   Real estate tax account number.                                     | EM-033-001.                                                             
|17   Urban proximity reference.                                          | CENTRIC                                                                 
|18   Urban infrastructure level                                          | 2                                                                       
|19   Type of Real Estate                                                 | 0                                                                       
|20   Remaining Useful Life in months.	NA                                 | 33	Number of bedrooms                                                   
|21   Year of termination or remodeling of the construction works (for	NA | 34	Number of bathrooms                                                  
|22   General leasable units	NA                                           | 35	Number of half bathrooms                                             
|23   Leasable units	NA                                                   | 36	Number of levels of the appraised unit                               
|24   Surface of the land plot in m2.	   120,000.00                       | 37	Number of parking spaces                                             
|25   Constructed surface in m2.	NA                                       | 38	Telephone lines fixtures                                             
|26   Accessory surface in m2.	NA                                         | 39	Level of Urban Equipment                                             
|27   Saleable surface in m2.	NA                                          | 40	Elevator                                                             
|28   Comparative market value.	            #¡REF!                        | 41	Longitude (Georeference)                                             
|29   Physical value of the land plot.                                    | $143,640,000.00                                                         
|30   Physical value of the construction.                                 | $                 -                                                     
|31   Amount of the concluded value in pesos.                             | $143,640,000.00                                                         
|32   Amount of the concluded value in dollars US. Cy.                    | $12,000,000.00                                                          
|                                                                         |                                                                         





|SIGNATURE
        
        
        (Illegible Signature)                                                                                             |  | SIGNATURE
        
        
        (Illegible Signature)                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PROFESSIONAL APPRAISER SIGNATURE
        MR. MARCELO GONZÁLEZ ALVEAR
        AUTHORIZATION KEY SHF: 0400663
        MUNICIPAL TAX REGISTRY: PV-023/99 |  | SIGNATURE AND SEAL
        MRS. ANA LAURA PALAZUELOS ILLADES
        AUTHORIZATION KEY SHF: 0903492
        0903492                                                                                            
|                                                                                                                                                      |  | Seal that reads:
        
        (VALUATION UNIT
        09064
        APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES
        0903492)















|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



APPRAISAL NUMBER 54179

|A P P R A I S A L
|-----------------



|I.- GENERAL ASPECTS
|-------------------



|I.1. ANTECEDENTS
|----------------



|PETITIONER OF THE APPRAISAL:                                   | EJIDO MAZATLÁN                                                 
|-------------------------------------------------------------- | ---------------------------------------------------------------
|NAME OF THE PROFESSIONAL APPRAISER:                            | MR. MARCELO GONZÁLEZ ALVEAR                                    
|KEY OF THE PROFESSIONAL APPRAISER:                             | 0400683                                                        
|KEY OF THE PROFESSIONAL APPRAISER BEFORE THE CADASTRAL OFFICE: | PV-023/99                                                      
|SPECIALIZATION:                                                | REAL ESTATES                                                   
|NAME OF THE COMPTROLLER:                                       | MRS. ANA LAURA PALAZUELOS ILLADES                              
|KEY OF THE COMPTROLLER:                                        | 0903492                                                        
|SPECIALIZATION:                                                | REAL ESTATES                                                   
|KEY OF THE APPRAISAL:                                          | 54179                                                          
|DATE OF THE APPRAISAL:                                         | MAY 7, 2013                                                    
|NAME OF THE VALUATION UNIT:                                    | ABC CAPITAL, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE               
|KEY OF THE VALUATION UNIT:                                     | 9064                                                           
|NAME OF THE CONSTRUCTOR FOR NEW HOUSING:                       | NOT APPLICABLE                                                 
|INFONAVIT REGISTRATION NUMBER:                                 | NOT APPLICABLE                                                 
|INFONAVIT CONDOMINIUM REGISTRATION NUMBER:                     | NOT APPLICABLE                                                 
|PURPOSE OF THE APPRAISAL:                                      | TO ESTIMATE THE VALUE OF THE LAND PLOT IN ITS CURRENT CONDITION
|PURPOSE OR USE OF THE APPRAISAL:                               | FOR PURPOSES OF NOTARIZATION                                   
|KEY OF THE GRANTING ENTITY:                                    | NOT APPLICABLE                                                 



|I.2.- GENERAL INFORMATION OF THE REAL ESTATE
|--------------------------------------------



|TYPE OF REAL ESTATE TO BE APPRAISED: | UNOCCUPIED LAND PLOT                                                                                          
|------------------------------------ | --------------------------------------------------------------------------------------------------------------
|LOCATION OF THE REAL ESTATE:         | TOWN OF ROSARITO BETWEEN THE CFE PLANT (NORTHBOUND) AND THE DEVELOPMENT HACIENDA FLORESTA DEL MAR (SOUTHBOUND)
|STREET:                              | SEVENTH AS ACCESS                                                                                             
|OFFICIAL NUMBER:                     | WITHOUT NUMBER                                                                                                
|MACROLOT:                            |                                                                                                               
|SUPERBLOCK:                          |                                                                                                               
|BLOCK:                               | PARCEL 33 Z-1 P-2/5                                                                                           
|LOT:                                 | FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL 33 Z-1 P-2/5                                           
|CONDOMINIUM:                         |                                                                                                               
|UNIT:                                |                                                                                                               
|DEVELOPMENT:                         |                                                                                                               
|NEIGHBORHOOD:                        | EJIDO MAZATLAN (PARCEL 33 Z-1 P-2/5)                                                                          
|ZIP CODE:                            | 22707                                                                                                         
|CITY:                                | PLAYAS DE ROSARITO                                                                                            
|MUNICIPALITY:                        | PLAYAS DE ROSARITO	KEY PURSUANT TO THE IN CATALOG    5                                                        
|STATE:                               | B.C.	KEY PURSUANT TO THE IN CATALOG    2                                                                      
|OWNER OF THE REAL ESTATE:            | MRS. ROSENDA LOMELI                                                                                           
|OWNERSHIP REGIME:                    | INDIVIDUAL PRIVATE                                                                                            
|REAL ESTATE TAX ACCOUNT NUMBER:      | EM-033-001                                                                                                    
|POTABLE WATER ACCOUNT NUMBER:        | NOT PROVIDED                                                                                                  
|GEOREFERENCES:                       |                                                                                                               



|LONGITUDE: | 117.0644440 | DEGREES
|---------- | ----------- | -------
|LATITUDE:  | 32.3642220  | DEGREES
|ALTITUDE:  | 25.00       | MTS    



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                                                          
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads:
        
        (VALUATION UNIT
        09064
        APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES
        0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



APPRAISAL NUMBER 54179

|I.3.- REPRESENTATIONS AND WARNINGS
|----------------------------------



For the estimation of the value of a real
estate, the following three approaches exist:

THE COSTS APPROACH: Based in the
economic principle of “substitution”, it establishes that the value of a property is compared to the acquisition cost
of a new property that is equally desirable and with a use or functionality similar to such of the asset that is being valuated.

THE INCOME APPROACH: Based in the
economic principle of “anticipation”, it considers values in connection with the present value of future profits arising
from the property and is generally measured though the capitalization of a specific level of income.

THE COMPARATIVE MARKET APPROACH:
Based in the economic principle of “substitution”, it considers that a well-informed purchaser shall not pay for a
property, more than the purchase price of a similar property.

Using the costs approach:

The estimation of the value is carried
out calculating the actual cost that the reposition of the real estate and any other improvement that would have been made, as
if they were new, shall imply, subtracting the loss of value caused by the depreciation of the improvements, adding the value of
the land plot.

- The value of the land plot is obtained
from the comparative analysis of values of land plots having similar characteristics to those of the asset being appraised.

- For the value of the construction and/or
the improvements, the new reposition value obtained from specialized publications, adjusted for this area, shall be used, depreciating
them with basis on the remaining useful life, and the conditions of conservation, in accordance with the Ross- Heidec criteria.

Using the income capitalization approach:

- The estimation of the value is carried
out with basis on the rents that the real estate is capable to produce.

- The rents noted for the different kinds
of construction were obtained from the market investigation.

- The market approach is based in the comparison
of similar real estate to such being appraised or which are currently being offered, study is attached.

The purpose of this appraisal shall
be solely and exclusively such established in section ONE (ANTECEDENTS).

|To analyze the commercial value, the following verifications of the information received were carried out:                                                                                                            | YES | NO
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | --
|- The physical identification of the real estate through its location and inspection is coincident with the surface described in the documentation (with the necessary approximation for the scope of the appraisal). | X   |   
|- The existence of rights of way was verified.                                                                                                                                                                        | X   |   
|- The conditions of construction and conservation of the real estate were verified.                                                                                                                                   | X   |   
|- The conditions of occupation and use of the real estate were verified.                                                                                                                                              | X   |   
|- The construction of the real estate pursuant to the urban development plan in force.                                                                                                                                | X   |   
|- The real estate is considered a historic monument of the INAH.                                                                                                                                                      |     | X 
|- The real estate is considered architectonic patrimony of the INBA.                                                                                                                                                  |     | X 

WARNINGS:

This appraisal does not constitute a structural
or foundation report, or a report of any other branch of engineering or architecture different than valuation, therefore, it may
not be used for purposes related with such branches, nor any liability for hidden defects or for other characteristics of the real
estate that may not be appreciated during an ordinary physical inspection visit for purposes of appraising is assumed, even when
certain characteristics that may constitute anomalies with respect to the conditions of ordinary conservation according to the
consumed useful life of a real estate or its structure are appreciated, the appraiser does not assume greater liability than mentioning
such when identified, considering that, although bad or run-down conditions are present, the obligation of the appraiser is to
carry out the appraisal pursuant to the criteria and rules in force and applicable in accordance with the purpose thereof.

No investigations were carried out, except
when such circumstance is indicated in the appraisal, with respect to the existence of pipelines or hazardous materials storage
which may be harmful to the health of the persons using the building or the conditions thereof, in the asset or its vicinities.

The names of the petitioner, owner, as
well as the real estate tax or water accounts numbers and the location of the real estate are mentioned pursuant to the information
provided by the client at the moment of requesting the appraisal, therefore, no liability is assumed for errors, omissions or differences
with respect to the data registered by official authorities, as such may be the registry.

The surfaces used in the appraisal are
obtained from the sources mentioned therein, when “according to measurements” is mentioned, such correspond to the
physical measurement, without thereby representing an exact survey, considering the existing measuring variations and customs.
Therefore, its result shall only be destined for purposes of calculation of the appraisal.

The age of the real estate is considered
with basis on the existing documentary information (construction licenses), real estate tax certificate, public deeds or others)
and in its case, it is estimated on the physical appreciations.



|I.4.- SURROUNDINGS                           |                                                                                       
|-------------------------------------------- | --------------------------------------------------------------------------------------
|CLASSIFICATION OF THE AREA:                  | SECOND ORDER HOUSING                                                                  
|TYPE OF CONSTRUCTION PREVAILING IN THE AREA: | HABITATIONAL HOUSINGOF ONE AND TWO STORIES, AS WELL AS THE CFE PLANT AND CLOSE HOTELS.
|SATURATION INDEX IN THE AREA:                | SEVENTH AS 90%                                                                        
|                                             |                                                                                       



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                                                          
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads:
        
        (VALUATION UNIT
        09064
        APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES
        0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



APPRAISAL NUMBER 54179



|POPULATION DENSITY:                     | MEDIUM                                                                                                                                                                                                                            
|--------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SOCIO-ECONOMIC LEVEL OF THE POPULATION: | MIDDLE CLASS                                                                                                                                                                                                                      
|ENVIRONMENTAL POLLUTION:                | NOT RELEVANT                                                                                                                                                                                                                      
|ACCESS WAYS AND IMPORTANCE THEREOF:     | THE TIJUANA-ENSENADA HIGHWAY NEARBY TO HACIENDA FLORESTA DEL MAR DEVELOPMENT, CONTINUING THEREAFTER THROUGH CAMINO A PEMEX UNTIL THE CROSSROAD WITH THE SEVENTH STREET, WHICH IS THE ACCESS FRONT TO THE CORRESPONDING REAL ESTATE
|URBAN PROXIMITY REFERENCE:              | CENTRIC                                                                                                                                                                                                                           
|AVAILABLE INFRASTRUCTURE IN THE AREA:   |                                                                                                                                                                                                                                   
|POTABLE WATER                           | X                                                                                                                                                                                                                                 
|DRAINAGE AND SEWERAGE                   | X                                                                                                                                                                                                                                 
|ELECTRIFICATION                         | X                                                                                                                                                                                                                                 
|PUBLIC LIGHTING                         | X                                                                                                                                                                                                                                 
|WAYS OF TRANSPORT                       | X                                                                                                                                                                                                                                 
|SIDEWALKS                               | X                                                                                                                                                                                                                                 
|OTHER SERVICES AVAILABLE IN THE ZONE:   |                                                                                                                                                                                                                                   
|TELEPHONES                              | X                                                                                                                                                                                                                                 
|SIGNAGE                                 | X                                                                                                                                                                                                                                 
|NATURAL GAS                             | X                                                                                                                                                                                                                                 
|PRIVATE SURVEILLANCE                    | X                                                                                                                                                                                                                                 
|GARBAGE COLLECTION                      | X                                                                                                                                                                                                                                 
|URBAN INFRASTRUCTURE LEVEL:             | 3                                                                                                                                                                                                                                 
|URBAN EQUIPMENT:                        |                                                                                                                                                                                                                                   
|CHURCHES                                |                                                                                                                                                                                                                                   
|MARKETS OR BUSINESSES                   | x                                                                                                                                                                                                                                 
|SCHOOLS                                 | X                                                                                                                                                                                                                                 
|PARKS AND GARDENS                       | X                                                                                                                                                                                                                                 
|PUBLIC TRANSPORT                        | X                                                                                                                                                                                                                                 
|HOSPITALS                               |                                                                                                                                                                                                                                   
|BANKS                                   | X                                                                                                                                                                                                                                 
|URBAN EQUIPMENT LEVEL:                  | 2                                                                                                                                                                                                                                 
|                                        |                                                                                                                                                                                                                                   



|II.- PARTICULAR CHARACTERISTICS
|-------------------------------



|II.1. LAND PLOT
|---------------



|LOCATION MAP:                                          |                                                                                                                                                                            
|------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION OF STREETS, LIMITS AND ORIENTATION:            | REAL ESTATE LOCATED BETWEEN THE STREET CAMINO A PEMEX (NORTHBOUND), MARIANO ESCOBEDO STREET (SOUTHBOUND), SEVENTH STREET (EASTBOUND) AND CAMINO ANTIGUO A PEMEX (WESTBOUND)
|MEASURES AND BOUNDARIES OF THE LAND PLOT ACCORDING TO: | REGISTRATION BEFORE THE PUBLIC REGISTRY OF COMMERCE DATED OCTOBER 5, 2011                                                                                                  
|LAND PLOT BOUNDARIES                                   | FRACTION 33-1 RESULTING FROM THE SUBDIVISION
        OF PARCEL 33 Z-1 P-2/5
        (ACCORDING TO CERTIFICATE OF P.R.P. AND
        COMMERCE OF PLAYAS DE ROSARITO)        
|FRONT SIDE OF THE LAND PLOT IN MTS:                    | 184.622 M.                                                                                                                                                                 
|NORTHEAST:                                             | IN 184.622 MTS WITH C.F.E. EXPROPRIATION
        IN 4.638 MTS WITH FRACTION 33-4
        IN 154.720 MTS WITH PARCEL NO. 32
        IN 351.963 MTS WITH PARCEL NO. 32       
|SOUTHEAST                                              | IN 551.276 MTS WITH FRACTION 33-2
        IN 15.240 MTS WITH FRACTION 33-3
        IN 0.194 MTS WITH CORETT EXPROPRIATION                                                  
|SOUTHWEST                                              | IN 4. 750 MTS WITH FRACTION 33-3                                                                                                                                           



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                                                          
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads:
        
        (VALUATION UNIT
        09064
        APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES
        0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



APPRAISAL NUMBER 54179



|NORTHWEST:                                                        | IN 12.043 MTS WITH FRACTION 33-3
        IN 15.015 MTS WITH FRACTION 33-3
        IN 40.274 MTS WITH FRACTION 33-3
        IN 19.781 MTS WITH FRACTION 33-3
        IN 44.835 MTS WITH CORETT EXPROPRIATION
        IN 14.682 MTS WITH FRACTION 33-4
        IN 0.116 MTS WITH CORETT EXPROPRIATION
        IN 16.319 MTS WITH CORETT EXPROPRIATION
        IN 14.781 MTS WITH FRACTION 33-5
        IN 90.193 MTS WITH CORETT EXPROPRIATION
        SURFACE: 120,000.00 M2
|----------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TOPOGRAPHY AND LAND PLOT CONFIGURATION:                           | FLAT LAND PLOT WITH A SIMILAR SHAPE TO A TRAPEZE                                                                                                                                                                                                                                                                                                                                                                                                                           
|PANORAMIC CHARACTERISTICS:                                        | HABITATIONAL HOUSES COMPRISING THE DEVELOPMENT                                                                                                                                                                                                                                                                                                                                                                                                                             
|HABITATIONAL DENSITY:                                             | 100 VIV/HA                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(MAXIMUM HOUSING IN THE LAND PLOT ACCORDING TO DEVELOPMENT PLANS) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|GROUND USE:                                                       | HABITATIONAL                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|GROUND USE COEFFICIENT (CUS):                                     | 1.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|RIGHTS OF WAY AND/OR RESTRICTIONS:                                | UNKNOWN                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



|II.2.- GENERAL DESCRIPTION OF THE CONSTRUCTIONS
|-----------------------------------------------



|CURRENT USE OR PURPOSE:                                   | UNOCCUPIED LAND PLOT WITH A SIMILAR SHAPE TO A TRAPEZE. ITS TOPOGRAPHY IS SENSIBLY FLAT LOCATED WITHIN THE URBAN AREA OF PLAYAS DE ROSARITO
|--------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER OF BEDROOMS:                                       |                                                                                                                                            
|NUMBER OF COMPLETE BATHROOMS:                             |                                                                                                                                            
|NUMBER OF PARKING SPACES: (cero “0” if none are existing) |                                                                                                                                            
|NUMBER OF HALF BATHROOMS: (cero “0” if none are existing) |                                                                                                                                            
|ELEVATOR (1: if existing, 0: if non existing)             |                                                                                                                                            
|TYPE OF CONSTRUCTION:                                     |                                                                                                                                            
|NUMBER OF STORIES:                                        |                                                                                                                                            
|APPROXIMATE CONSTRUCTION AGE:                             |                                                                                                                                            
|REMAINING USEFUL LIFE:                                    |                                                                                                                                            
|TOTAL USEFUL LIFE:                                        |                                                                                                                                            
|                                                          |                                                                                                                                            
|CONSERVATION CONDITIONS:                                  |                                                                                                                                            
|CONSTRUCTIONS CLASSIFICATION                              | CONSERVATION CONDITIONS                                                                                                                    
|T-1                                                       |                                                                                                                                            
|PROJECT QUALITY:                                          |                                                                                                                                            
|GENERAL TYPE OF REAL ESTATE:                              |                                                                                                                                            
|TERMINATION LEVEL OF CONSTRUCTIONS IN%                    |                                                                                                                                            
|LEVEL AND PROGRESS OF COMMON AREAS:                       |                                                                                                                                            
|GENERAL LEASEABLE UNITS:                                  |                                                                                                                                            
|LEASEABLE UNITS:                                          |                                                                                                                                            
|                                                          |                                                                                                                                            



|II.3.- SURFACES
|---------------



|TOTAL SURFACE OF LAND: | 120,000.00 m2
|---------------------- | -------------



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                                                          
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads:
        
        (VALUATION UNIT
        09064
        APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES
        0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



APPRAISAL NUMBER 54179

|III ADDITIONAL APPROACHES USED
|------------------------------
|III.1. PHYSICAL APPROACH      



|Investigation of comparable land plots              |                                       |           |             |           |               
|--------------------------------------------------- | ------------------------------------- | --------- | ----------- | --------- | --------------
|                                                    |                                       |           |             |           |               
|Location                                            | Characteristics                       | ground m2 | const m2    | Price ($) | Unit P. ($/m2)
|1 Tijuana Rosarito Hway (conventions center)        | Regular flat land plot                | 100,000   | 165,000,000 |           | 1,650.00      
|2 Entrance to Playa de Rosarito (centric land plot) | Regular flat land plot                | 2,000     | 4,728,150   |           | 2,364.08      
|3 Playas de Tijuana Development Toll Road           | Irregular accidently shaped land plot | 40,000    | 45,030,000  |           | 1,125.75      
|4 Playas de Rosarito (South área of Rosarito)       | Land plot with irregular hills        | 200,000   | 154,050,000 |           | 770.25        
|5 Playas de Rosarito (Centric Area)                 | Regular land plot with services       | 36,000    | 25,525,943  |           | 709.05        
|6 Playas de Rosarito km 49 (Los Arenales)           | Land plot with regular hills          | 133,000   | 310,114,500 |           | 2,331.69      
|                                                    |                                       |           |             | Average   | 1,491.80      



|Considering the value of the land plot from a static residual
        procedure: F = [VI (1 - b)] - Pn | Construction prices of similar types (with basis in costs handbooks)
|------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------
|Type of                                                                                                |                                                                     
|Real Estate                                                                                            | b                                                                   
|                                                                                                       | 1.00                                                                
|                                                                                                       | 1.00                                                                
|                                                                                                       | 1.00                                                                
|                                                                                                       | 1.00                                                                
|                                                                                                       | 1.00                                                                
|                                                                                                       | 1.00                                                                
|                                                                                                       |                                                                     
|                                                                                                       |                                                                     



|The comparison is made with respect to the characteristics of the appraised lot |             |      |        |       |     
|------------------------------------------------------------------------------- | ----------- | ---- | ------ | ----- | ----
|Sur. M2                                                                         | Unit ($/m2) | Area | Locat. | Front | Form
|100,000                                                                         | 1,650       | 0.90 | 1.00   | 0.95  | 1.00
|Factors used in offer 1                                                         |             |      |        |       |     
|2,000                                                                           | 2,364       | 0.90 | 1.00   | 0.95  | 1.00
|Factors used in offer 2                                                         |             |      |        |       |     
|40,000                                                                          | 1,126       | 0.90 | 1.00   | 0.95  | 1.00
|Factors used in offer 3                                                         |             |      |        |       |     
|200,000                                                                         | 770         | 1.00 | 1.00   | 0.95  | 1.00
|Factors used in offer 4                                                         |             |      |        |       |     
|36,000                                                                          | 709         | 1.00 | 1.00   | 0.95  | 1.00
|Factors used in offer 5                                                         |             |      |        |       |     
|133,000                                                                         | 2,332       | 0.90 | 1.00   | 0.95  | 1.00
|Factors used in offer 6                                                         |             |      |        |       |     
|                                                                                |             |      |        |       |     
|                                                                                |             |      |        |       |     



|Lot type           | Unitary Value Applied to the Ground | 1,197.00    | Value Area         |                   | Value Band | 1.00                          
|------------------ | ----------------------------------- | ----------- | ------------------ | ----------------- | ---------- | ------------------------------
|Land Plot          |                                     |             |                    |                   |            |                               
|Fraction Land Plot | Area / m2                           | Unit. Value | Efficiency factors | Net Unitary Value | Proportion | Partial value of the land plot
|                   | Area                                | Locat.      | Front              | Form              | Surface    | Other                         
|120,000.00         |                                     | 1,197.00    | 1.00               | 1.00              | 1.00       | 1.00                          
|General Polygon    |                                     |             |                    |                   |            |                               
|                   |                                     |             |                    |                   |            |                               



|Total surf. land plot | 120,000.00 | m2          |              |                 |         |          |           
|--------------------- | ---------- | ----------- | ------------ | --------------- | ------- | -------- | ----------
|Constructions         |            |             |              |                 |         |          |           
|Types of construction | Use (key)  | Class (key) | Age in years | V.U.T. in years | Area m2 | New V.R. | Age factor
|                      |            |             |              |                 |         |          |           
|                      |            |             |              |                 |         |          |           



|Total constructions surface                      | 0.00        |      |        | Total value of the constructions | 0.00                
|------------------------------------------------ | ----------- | ---- | ------ | -------------------------------- | --------------------
|                                                 |             |      |        |                                  |                     
|Accessory surface                                |             |      |        |                                  | Construction Surface
|                                                 |             |      |        |                                  |                     
|Common areas and premises (only in condominiums) |             |      |        |                                  |                     
|Key                                              | Description | Unit | Amount | New V.R.                         | Age in years        
|                                                 |             |      |        |                                  |                     
|                                                 |             |      |        |                                  |                     
|                                                 |             |      |        |                                  |                     



|Total constructions surface                                                        | 0.00        |  |                                                                                    | Total value of the constructions | 0.00                
|---------------------------------------------------------------------------------- | ----------- |  | ---------------------------------------------------------------------------------- | -------------------------------- | --------------------
|                                                                                   |             |  |                                                                                    |                                  |                     
|Accessory surface                                                                  |             |  |                                                                                    |                                  | Construction Surface
|                                                                                   |             |  |                                                                                    |                                  |                     
|Additional elements (special premises, complementary works and accessory elements) |             |  |                                                                                   
|Key                                                                                | Description |  | Unit                                                                               | Amount                           | New V.R.            
|                                                                                   |             |  |                                                                                    |                                  |                     
|                                                                                   |             |  |                                                                                    |                                  |                     
|                                                                                   |             |  | Additional elements (special premises, complementary works and accessory elements) | 0.00                            
|                                                                                   |             |  |                                                                                    |                                  |                     



|RESULT OF THE PHYSICAL APPROACH | 143,640,000.00
|------------------------------- | --------------



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                         
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads: (VALUATION UNIT
        09064 APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES 0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



|IV. CONCLUSIONS       
|----------------------
|IV.1 SUMMARY OF VALUES



|COMPARATIVE MARKET APPROACH                    |                
|---------------------------------------------- | ---------------
|(COMPARATIVE MARKET VALUE)                     | $143,640,000.00
|                                               |                
|COSTS APPROACH                                 |                
|(PHYSICAL OR DIRECT VALUE, NET OF REPLACEMENT) | $143,640,000.00
|                                               |                
|CAPITALIZATION APPROACH                        |                
|                                               | NON APPLICABLE 
|RESIDUAL APPROACH                              |                
|(RESIDUAL VALUE)                               | NON APPLICABLE 



|CONSIDERATIONS PRIOR TO CONCLUSION
|----------------------------------



|FROM THE ANALYSIS OF THE VALUES OBTAINED
        THROUGH THE DIFFERENT APPROACHES, AND CONSIDERING THE DEVELOPMENT OF THE MARKET IN THE AREA OF INFLUENCE OF THE REAL ESTATE, IT
        IS CONCLUDED THAT THE VALUE OBTAINED THROUGH THE MARKET APPROACH, IS THE ONE THAT BEST REFLECTS ITS COMMERCIAL VALUE; WHICH AMOUNT
        IS:
        
        $143,640,000.00
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|V.- CONCLUSION
|--------------



|COMMERCIAL VALUE | $143,640,000.00
|---------------- | ---------------



|<<<<<<<<<THAT
        IS, ONE HUNDRED FORTY THREE MILLION SIX HUNDRED AND FORTY THOUSAND PESOS 00/100 LEGAL CURRENCY IN THE UNITED MEXICAN STATES>>>>>>>>>>
        
        THIS AMOUNT CONVERTED TO U.S. DOLLARS AT
        THE EXCHANGE RATE OF $11.97 PESOS PER DOLLAR, EQUALS THE SUM OF U.S. CY. $12’000,000.00 DLLS.
        
        THAT IS, TWELVE MILLION DOLLARS 00/100
        LEGAL CURRENCY IN THE UNITED STATES OF AMERICA
        
        THIS AMOUNT REPRESENTS THE COMMERCIAL
        VALUE OF THE REAL ESTATE AS OF: MAY 7, 2013
        
        
        THE VALUE OF THE REAL ESTATE OBTAINED IN
        PESOS, REFERRED BY THE METHOD OF THE I.N.P.C., AS OF AUGUST 2, 2011, AMOUNTS THE SUM OF:
        
        $132’673,488.08
        
        <<<<<<<<<THAT
        IS, ONE HUNDRED THIRTY TWO MILLION SIX HUNDRED AND SEVENTY THREE THOUSAND, FOUR HUNDRED AND EIGHTY EIGHT PESOS 08/100 LEGAL CURRENCY
        IN THE UNITED MEXICAN STATES>>>>>>>>>>
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|PROFESSIONAL APPRAISER
        SIGNATURE
        
        
        (Illegible Signature)                                            |  | COMPTROLLER
        SIGNATURE
        
        
        (Illegible Signature)                                                                                                                                   | 
|----------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|MR. MARCELO GONZÁLEZ ALVEAR
        SHF REG: 0400663
        SPECIALIZATION: REAL ESTATES
        MUNICIPAL TAX REGISTRY: PV-023/99 |  | MRS. ANA LAURA PALAZUELOS ILLADES
        SHF REG: 0903492
        SPECIALIZATION: REAL ESTATES
        VALUATION UNIT
        ABC CAPITAL S.A. INSTITUCIÓN DE BANCA MÚLTIPLE                                   | 
|                                                                                                                                    |  | Seal that reads:
        
        (VALUATION UNIT
        09064
        APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES
        0903492) | 
|                                                                                                                                    |  |                                                                                                                                                                                                                 | 













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



|PHOTOGRAPHS
|-----------



|(Photograph)                   |  | (Photograph)                  
|------------------------------ |  | ------------------------------
|                               |  |                               
|SURROUNDINGS                   |  | SURROUNDINGS                  
|                               |  |                               
|(Photograph)                   |  | (Photograph)                  
|                               |  |                               
|INTERIOR VIEW OF THE LAND PLOT |  | INTERIOR VIEW OF THE LAND PLOT
|                               |  |                               
|(Photograph)                   |  | (Photograph)                  
|                               |  |                               
|INTERIOR VIEW OF THE LAND PLOT |  | INTERIOR VIEW OF THE LAND PLOT
|                               |  |                               



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                         
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads: (VALUATION UNIT
        09064 APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES 0903492)













|ABCCAPITAL | Blvd. Manuel Avila Camacho, Colonia Lomas
        de Chapultepec C.P. 11000
        Delegacion Alvaro Obregon Mexico D.F.
|---------- | -------------------------------------------------------------------------------------------------------------------------



|MAP OF THE POLYGON
|------------------



|(Map of the polygon)
|--------------------





|(Construction Chart for Fraction 33-1)
|--------------------------------------



|(Illegible Signature) |  | (Illegible Signature)                                                                                                                                                         
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Seal that reads: (VALUATION UNIT
        09064 APPRAISALS CERTIFICATION
        ABC CAPITAL, S.A., Institución de Banca Múltiple
        ANA LAURA PALAZUELOS ILLADES 0903492)

















|Exhibit F | Exhibit 10.32.4
|--------- | ---------------







Playas del Rosarito, B.C., on March 15, 2013



H. V. TOWNSHIP OF PLAYAS DE ROSARITO, B.C.

P r e s e n t.-



ADRIANA VALDIVIA
LOMELI and LOURDES VALDIVIA LOMELI, Mexican citizens, of legal age, with conventional domicile to hear and receive notices
located in Boulevard Benito Juárez and René Ortiz Street, C.P. 179, in Playas del Rosarito, in Baja California, respectfully
appear to state before this H. Authority:



| | I. | That we are legitimate owners of the Fraction of land identified as “33-1” resulting
from the subdivision of Parcel number 33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located at Ejido Mazatlán,
Municipality of Playas de Rosarito, State of Baja California, which has been adjudicated to us, in accordance with public deed
number 5335 (five thousand three hundred thirty five), volume 178 (one hundred seventy eight), granted on March eight, two thousand
thirteen, of the protocol of the Notary Public number 18 (eighteen) of the City of Tijuana, Baja California, and registered before
the Public Registry of Property and Commerce of this City, under entry number 6032845 (six million thirty two thousand eight hundred
and forty five), Civil section, dated March 12, 2013, by means of which the legitimate succession of our mother, MRS. ROSENDA LOMELI
LUNA, also known as ROSENDA L. DE VALDIVIA was formalized;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | II. | That we have considered the sale of the mentioned fraction of land identified as “33-1”
resulting from the subdivision of the Parcel number 33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located
in the Ejido Mazatlán, Municipality of Playas de Rosarito, State of Baja California, at a price of USD $100.00 (one hundred
dollars 00/100 legal currency in the United States of America) per square meter.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | III. | That in accordance with article 89 (eighty nine) of the Agrarian Law, “In every alienation
of national lands located in the areas declared as reserved for the growth of a population center, in accordance with the municipal
urban development plans, in favor of persons different to those part of the ejido, the preferential right of the state and municipal
governments established by the General Law of Human Settlements shall be respected”,
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | IV. | That in accordance with article 47 (forty seven) of the General Law on Human Settlements, “The
federative entities and the municipalities shall have, pursuant to the corresponding federal and local laws, the preferential right,
in equal conditions, to acquire the plots comprised in the reserve zones mentioned in the applicable urban development plans or
programs, when these shall be subject to an alienation for valuable consideration”; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | V. | That in accordance with article 127 of the Urban Development Law of the State of Baja California:
“In accordance with article 47 of the General Law on Human Settlements, the State Government and the Townships have the
preferential right to acquire the plots comprised in the reserve declaration, when such plots are offered for sale or when, through
any legal act, they shall be subject to a transfer of ownership”.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













Considering the aforementioned, we respectfully
request:



| | 1. | Your confirmation that the Fraction of land identified as “33-1” resulting from
the subdivision of the Parcel number 33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located at Ejido Mazatlán,
Municipality of Playas de Rosarito, State of Baja California, is not located within one of the areas declared as reserved for
the growth of a population center, nor within areas included in the corresponding reserve declaration, in accordance with the applicable
urban development plans;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | In the event that said Fraction of land identified as “33-1” resulting from the subdivision
of the Parcel number 33 Z-1 P-2/5, is located within the areas declared as reserved for the growth of a population center, or within
areas comprised in the corresponding reserve declaration, you are hereby notified of my interest to sell the mentioned fraction
of land at a price of USD $100.00 (one hundred dollars 00/100 legal currency in the United States of America) per square meter,
and to, in a period that does not exceed 30 (thirty) calendar days counted as from the date hereof, you notify us if you want
to exercise or not the preferential right mentioned in paragraphs III, IV and V above.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Without
being any further matter, we are pleased to reiterate our highest consideration and respect.



“SWORN AS NECESSARY PURSUANT
TO LAW”



|(illegible signature)    | (illegible signature)   
|------------------------ | ------------------------
|Adriana Valdivia Lomeli. | Lourdes Valdivia Lomeli.



















|Exhibit G | Exhibit 10.32.4
|--------- | ---------------



MUNICIPAL PRESIDENCY

OFFICIAL WRIT NUMBER: PM/161/2013

MATTER: THE ONE STATED



Playas de Rosarito, B.C., on April 11, 2013



MRS. ADRIANA VALDIVIA LOMELI.

MRS. LOURDES VALDIVIA LOMELI.

Blvd. Benito Juárez and Street René Ortiz

C.P. 179

Playas de Rosarito, B.C.



Present.



By this means, I acknowledge
receipt your writ dated March 19, 2013, in which you state the following, literally:



“1) That we
are legitimate owners of the Fraction of land identified as “33-1” resulting from the subdivision of Parcel number
33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located at Ejido Mazatlán, Municipality of Playas de
Rosarito, State of Baja California, which has been adjudicated to us, in accordance with public deed number 5335 (five thousand
three hundred thirty five), volume 178 (one hundred seventy eight), granted on March eight, two thousand thirteen, of the protocol
of the Notary Public number 18 (eighteen) of the City of Tijuana, Baja California, and registered before the Public Registry of
Property and Commerce of this City, under entry number 6032845 (six million thirty two thousand eight hundred and forty five),
Civil section, dated March 12, 2013, by means of which the legitimate succession of our mother, MRS. ROSENDA LOMELI LUNA, also
known as ROSENDA L. DE VALDIVIA was formalized;



“2) That we
have considered the sale of the mentioned fraction of land identified as “33-1” resulting from the subdivision of the
Parcel number 33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located in the Ejido Mazatlán, Municipality
of Playas de Rosarito, State of Baja California, at a price of USD $100.00 (one hundred dollars 00/100 legal currency in the United
States of America) per square meter.



“3) That in
accordance with article 89 (eighty nine) of the Agrarian Law, “In every alienation of national lands located in the areas
declared as reserved for the growth of a population center, in accordance with the municipal urban development plans, in favor
of persons different to those part of the ejido, the preferential right of the state and municipal governments established by the
General Law of Human Settlements shall be respected”,



“4) That in
accordance with article 47 (forty seven) of the General Law on Human Settlements, “The federative entities and the municipalities
shall have, pursuant to the corresponding federal and local laws, the preferential right, in equal conditions, to acquire the plots
comprised in the reserve zones mentioned in the applicable urban development plans or programs, when these shall be subject to
an alienation for valuable consideration”; and











“5) That in
accordance with article 127 of the Urban Development Law of the State of Baja California: “In accordance with article
47 of the General Law on Human Settlements, the State Government and the Townships have the preferential right to acquire the plots
comprised in the reserve declaration, when such plots are offered for sale or when, through any legal act, they shall be subject
to a transfer of ownership”.



On the matter, this
H. V Township of Playas de Rosarito, B.C., in accordance with the mentioned laws, is hereby notified of your intent to sell the
Fraction of land identified as “33-1” resulting from the subdivision of the Parcel number 33 Z-1 P-2/5, with an area
of 12-00-00 hectares (twelve hectares), located in Ejido Mazatlán, Municipality of Playas de Rosarito, State of Baja California,
at a price of USD $100.00 (one hundred dollars 00/100 legal currency in the United States of America) per square meter, and I
HEREBY FORMALLY INFORM YOU THAT THIS TOWNSHIP UNDER MY SUPERVISION DOES NOT INTEND TO EXERCISE THE PREFERENCE RIGHT TO ACQUIRE
THE MENTIONED FRACTION OF LAND IN QUESTION.



SINCERELY



“A GOVERNMENT CLOSER TO YOU”



|(Illegible signature)               
|------------------------------------
|                                    
|                                    
|MR. JAVIER ROBLES AGUIRRE           
|MUNICIPAL PRESIDENT                 
|H. V. TOWNSHIP OF PLAYAS DE ROSARITO















|Exhibit H | Exhibit 10.32.4
|--------- | ---------------





Playas del Rosarito, B.C., on March 15, 2013



DELEGATE OF THE COMPTROLLING OFFICE

OF THE GOVERNMENT OF THE STATE OF BAJA CALIFORNIA

IN THE MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.

Present.-



ADRIANA VALDIVIA
LOMELI and LOURDES VALDIVIA LOMELI, Mexican citizens, of legal age, with conventional domicile to hear and receive notices
located in Boulevard Benito Juárez and René Ortiz Street, C.P. 179, in Playas del Rosarito, in Baja California, respectfully
appear to state before this H. Authority:



| | I. | That we are legitimate owners of the Fraction of land identified as “33-1” resulting
from the subdivision of Parcel number 33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located at Ejido Mazatlán,
Municipality of Playas de Rosarito, State of Baja California, which has been adjudicated to us, in accordance with public deed
number 5335 (five thousand three hundred thirty five), volume 178 (one hundred seventy eight), granted on March eight, two thousand
thirteen, of the protocol of the Notary Public number 18 (eighteen) of the City of Tijuana, Baja California, and registered before
the Public Registry of Property and Commerce of this City, under entry number 6032845 (six million thirty two thousand eight hundred
and forty five), Civil section, dated March 12, 2013, by means of which the legitimate succession of our mother, MRS. ROSENDA LOMELI
LUNA, also known as ROSENDA L. DE VALDIVIA was formalized;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | II. | That we have considered the sale of the mentioned fraction of land identified as “33-1”
resulting from the subdivision of the Parcel number 33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located
in the Ejido Mazatlán, Municipality of Playas de Rosarito, State of Baja California, at a price of USD $100.00 (one hundred
dollars 00/100 legal currency in the United States of America) per square meter.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | III. | That in accordance with article 89 (eighty nine) of the Agrarian Law, “In every alienation
of national lands located in the areas declared as reserved for the growth of a population center, in accordance with the municipal
urban development plans, in favor of persons different to those part of the ejido, the preferential right of the state and municipal
governments established by the General Law of Human Settlements shall be respected”,
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | IV. | That in accordance with article 47 (forty seven) of the General Law on Human Settlements, “The
federative entities and the municipalities shall have, pursuant to the corresponding federal and local laws, the preferential right,
in equal conditions, to acquire the plots comprised in the reserve zones mentioned in the applicable urban development plans or
programs, when these shall be subject to an alienation for valuable consideration”; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | V. | That in accordance with article 127 of the Urban Development Law of the State of Baja California:
“In accordance with article 47 of the General Law on Human Settlements, the State Government and the Townships have the
preferential right to acquire the plots comprised in the reserve declaration, when such plots are offered for sale or when, through
any legal act, they shall be subject to a transfer of ownership”.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













Considering the aforementioned, we respectfully
request:



| | 1. | Your confirmation that the Fraction of land identified as “33-1” resulting from
the subdivision of the Parcel number 33 Z-1 P-2/5, with a surface of 12-00-00 hectares (twelve hectares), located at Ejido Mazatlán,
Municipality of Playas de Rosarito, State of Baja California, is not located within one of the areas declared as reserved for
the growth of a population center, nor within areas included in the corresponding reserve declaration, in accordance with the applicable
urban development plans;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | In the event that said Fraction of land identified as “33-1” resulting from the subdivision
of the Parcel number 33 Z-1 P-2/5, is located within the areas declared as reserved for the growth of a population center, or within
areas comprised in the corresponding reserve declaration, you are hereby notified of my interest to sell the mentioned fraction
of land at a price of USD $100.00 (one hundred dollars 00/100 legal currency in the United States of America) per square meter,
and to, in a period that does not exceed 30 (thirty) calendar days counted as from the date hereof, you notify us if you want
to exercise or not the preferential right mentioned in paragraphs III, IV and V above.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Without being any
further matter, we are pleased to reiterate our highest consideration and respect.



“SWORN AS NECESSARY PURSUANT TO
LAW”



|(illegible signature)    | (illegible signature)   
|------------------------ | ------------------------
|Adriana Valdivia Lomeli. | Lourdes Valdivia Lomeli.















|Exhibit I | Exhibit 10.32.4
|--------- | ---------------







| |                                                  
| | -------------------------------------------------
| | ENTITY:         Comptrolling Office of Government
| |                                                  
| | SECTION:                Delegation               
| |                                                  
| | OFFICIAL WRIT NUMBER       124/OMR/2013          
| |                                                  
| | FILE                                             



| | SUBJECT: | ANSWER TO WRIT
| | -------- | --------------



Playas de Rosarito, Baja California, on April
3, 2013.



MESSRS. ADRIANA VALDIVIA LOMELI AND LOURDES VALDIVIA LOMELI

BLVD BENITO JUAREZ AND RENE ORTIZ STREET C.P. 179

PLAYAS DE ROSARITO, B.C.



Starting with a greeting, and in accordance
with your writ filed with this office last March 19 of this year, I hereby attach to this writ a certified copy of the official
writ 001365 in which it is mentioned that, after reviewing the antecedents registered in the files of the Direction of Territorial
Ordering of the SIDUE, as well as having located and identified Parcel 33 Z-1 P-2/5, Fraction 33-1 with an area of 12-00-00 hectares,
which belongs to Ejido Mazatlán, in Playas de Rosarito, it is concluded that the Ministry has no interest in acquiring
it, likewise it is informed that the mentioned Parcel, in accordance with the Urban Development Program of the population Center
of this Municipality, published in the Official Newspaper on October 19, 2007 is considered as urban reserve.



Without being any further matter, I remain
at your service.



SINCERELY

COMPTROLLING OFFICE OF GOVERNMENT

DELEGATE IN PLAYAS ROSARITO, B.C.



(illegible signature)

JORGE LUIS CASTAÑEDA RODRIGUEZ



C.c. File

JLCR/lzp*













|Exhibit J | Exhibit 10.32.4
|--------- | ---------------









Lic. Luis
A. Durazo Bazua

Notary Public No. 1

Playas de Rosarito, B.C.



VOLUME ( 289 ) TWO HUNDRED AND EIGHTY NINE.
--------------------------------------------- NUMBER (22,885 ) TWENTY TWO THOUSAND EIGHT HUNDRED AND EIGHTY FIVE In the city of
Playas de Rosarito, State of Baja California, at fourteen hours of March fifteen two thousand thirteen, I, Mr. Luis A. Durazo Bazua,
in charge of the Notary Public number one of this Municipality, I hereby attest that per request and in company of Messrs. Adriana
Valdivia Lomelí and Lourdes Valdivia Lomelí, I appeared in the administrative offices of Ejido Poblado Mazatlán,
located at the number (104) one hundred and four, second floor (22) twenty two, of Boulevard Benito Juárez, corner with
René Ortiz Street, downtown zone, of this city, to evidence, under my faith, the following facts: -----------------------------------------------------------------------------------------------



First.- That in this place Messrs.
Enrique Esquivel Haros, Ernesto Cruz Troncoso Sánchez and Jorge González Herrera are present, in their capacities
as President, Secretary and Treasurer of Ejido Poblado Mazatlán, respectively, who are personally known to me.---



Second: That in my presence, Messrs.
Adriana Valdivia Lomelí and Lourdes Valdivia Lomelí delivered to the members of the Ejido Board, a writ consisting
of two useful pages, to which a copy of a map certified by the Cadastral Direction is attached, by means of which they notify their
intent to transfer the Fraction 33-1, resulting from the subdivision of the Parcel 33 Z-1 P2/5, with a surface of twelve hectares,
located at Ejido Poblado Mazatlán, of this city, at the price and under the conditions detailed in such writ, from which
document I have obtained the copy attached to the appendix of this instrument, marked with the letter “A”.------------------------



Third.- That the members of the
Ejido Board, who are present, received to their conformity, the notification writ, stating that they shall immediately comply with
the provisions of article eighty four of the Agrarian Law, affixing at visible places of the Ejido, the corresponding notification
instrument.------------------------------------------------------------------------------------------



With the foregoing, at fourteen hours and
twenty minutes on the day of its commencement, this notarial diligence was concluded. ---------------------------------------------------------------------------------------------------



---------------------------------NOTARIAL
ATTESTATION -----------------------------------------



I, the Notary, attest the truthfulness
of the act; that the information related and inserted in this instrument is faithfully consistent with its originals, which were
shown to me; of the legal capacity of the appearing parties, who identify themselves with the documents attached to the appendix
of this instrument in certified copy, marked with the letter “B”; and that by their general data, they stated to be:--------------------------------------------------------------
------------------------------------------------



Mrs. Adriana Valdivia Lomelí, Mexican,
born in Tijuana, Baja California, on July twenty seven, one thousand nine hundred seventy seven, married under the regime of separate
assets, dedicated to agricultural labor, with domicile in the house number twenty four of the Boulevard Benito Juárez, Colonia
Echeverría, of this city. ------------------------------------------------------------------

Mrs. Lourdes Valdivia Lomelí, Mexican,
born in Tijuana, Baja California, on June nine, one thousand nine hundred seventy three, married, dedicated to housework, with
domicile in the house number eight hundred and seventy one of the Boulevard Benito Juárez, Colonia Lucio Blanco, of this
city.------------------------------------------------------------------------------------------------------

Having read this instrument to the
appearing parties, to whom I informed of the penalties incurred by those who declare falsely, and having explained to them
the legal value and consequences of its content, they stated their conformity with it and executed it on the date of its
granting, in which I authorize it. I attest. --------------------------------------------------------------------------
Adriana Valdivia Lomelí.- Executed.- Lourdes Valdivia Lomelí.- Executed.- Before me: the signature of the
notary.- The authorizing seal.---------------------------------------------------------------



IT IS THE FIRST NOTARIAL COPY OF THIS DEED,
ISSUED FOR MESSRS. ADRIANA VALDIVIA LOMELÍ AND LOURDES VALDIVIA LOMELÍ, DULY COMPARED AND CORRECTED; CONSISTS OF
(6) SIX USEFUL PAGES, FROM WHICH (1) ONE CORRESPONDS TO THE INSTRUMENT, (1) ONE TO THE COVER SHEET AND (4) FOUR CORRESPOND TO THE
APPENDIX.- PLAYAS DE ROSARITO, BAJA CALIFORNIA, ON APRIL EIGHT, TWO THOUSAND THIRTEEN.- I ATTEST.------------------



(illegible signature)

MR. LUIS A. DURAZO BAZUA

NOTARY PUBLIC NUMBER ONE











COVER PAGE



DOCUMENTS ATTACHED TO THE APPENDIX OF THE
DEED 22,885, VOLUME 289.



LETTER “A”: WRIT



LETTER “B”: IDENTIFICATIONS











Playas de Rosarito, B.C., on March 15, 2013



Members of the Ejido Board in Office

Members of the Ejido Inspection Board in Office

Ejido Mazatlán

Municipality of Playas de Rosarito

State of Baja California

Present.



The undersigned, ADRIANA
VALDIVIA LOMELI and LOURDES VALDIVIA LOMELI, Mexican citizens, of legal age, ejido members with duly recognized agrarian rights
as successors in agrarian matters of our deceased mother, the ejido member ROSENDA LOMELI LUNA (also known as ROSENDA
L. DE VALDIVIA), in Ejido Mazatlán, Municipality of Playas de Rosarito, State of Baja California, México, who
have also been acknowledged as sole and universal heirs, by means of this notice and in order for it to serve as personal notice
to all the parties who are entitled to the right of first refusal in terms of Article 84 of the Agrarian Law, we notify to you
our intent to transfer for the first time the Fraction “33-1”, resulting from the subdivision of Parcel number 33 Z-1
P-2/5, which fraction has a surface of 12-00-00 hectares (twelve hectares), located in Ejido Mazatlán, Municipality
of Playas de Rosarito, State of Baja California, which has been adjudicated to us, in accordance with public deed number 5335 (five
thousand three hundred thirty five), volume 178 (one hundred seventy eight), granted on March eight, two thousand thirteen, of
the protocol of the Notary Public number 18 (eighteen) of the City of Tijuana, Baja California, and registered before the Public
Registry of Property and Commerce of this City, under the entry number 6032845 (six million thirty two thousand eight hundred and
forty five), Civil section, dated March 12, 2013, in the terms herein below mentioned.



We also request, respectfully,
that such Ejido Board and Ejido Inspection Board in office are deemed notified of this writ, and that through them, the following
is notified by means of a publication in the most visible places of the Ejido:



“To the relatives
of ADRIANA VALDIVIA LOMELI and LOURDES VALDIVIA LOMELI, to the individuals who have worked for over a year in the parcel
identified below, to the Ejido members, to the Neighbors, and to the Ejido Population Center, who in that order are entitled to
the right of first refusal in accordance with Article 84 (eighty four) of the Agrarian Law, you are hereby notified thatADRIANA
VALDIVIA LOMELI and LOURDES VALDIVIA LOMELIhave agreed the sale of Fraction “33-1”, with a surface of 12-00-00
hectares (twelve hectares), resulting from the subdivision of Parcel number 33 Z-1 P-2/5 (the “Parcel”), located
in Ejido Mazatlán, Municipality of Playas de Rosarito, as shown in the map attached hereto as Exhibit “A”.
The price is of $100.00 U.S. Dollars (One hundred dollars 00/100 legal currency in the United States of America), per square meter.













Resulting from the
foregoing, and in accordance with the referred Article 84 (eighty four) of the Agrarian Law, you are notified of the intended transfer,
in order to, if applicable, exercise your right of first refusal with respect to such Fraction “33-1” of the Parcel,
within a term of 30 (thirty) calendar days counted as from this date, in the understanding that if more than two individuals exercise
the right of first refusal with equal offers, a draw before a notary public shall be carried out, to determine to whom does the
preference correspond, in compliance with the provisions of Article 85 (eighty five) of the Agrarian Law.



ADRIANA VALDIVIA
LOMELI and LOURDES VALDIVIA LOMELI appoint as their domicile to hear and receive notices, the one located in Boulevard Benito
Juárez and René Ortiz Street, C.P. 179, in Playas del Rosarito, in Baja California, Mexico.”



Sincerely



|(illegible signature)    | (illegible signature)   
|------------------------ | ------------------------
|ADRIANA VALDIVIA LOMELI. | LOURDES VALDIVIA LOMELI.



Holders of the Parcel No 33 Z-1 P 2/5

On their Own Behalf



|WITNESS                   | WITNESS                      
|------------------------- | -----------------------------
|                          |                              
|(illegible signature)     | (illegible signature)        
|MR. MANUEL GARCÍA ESTRADA | MRS. KARINA TOMASA MEZA LEAL.











|(Front side of the voting card of Mrs. Lourdes Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute) | (Front side of the voting card of Mrs. Adriana Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute)
|-------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------



|(Back side of the voting card of Mrs. Lourdes Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute) | (Back side of the voting card of Mrs. Adriana Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute)
|------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------











MISTER LUIS A. DURAZO BAZUA, IN
CHARGE OF THE NOTARY PUBLIC NUMBER ONE OF THIS MUNICIPALITY,
---------------------------------------------------------------------------------------------------------------------------



-------------------------------
CERTIFIES -----------------------------------------------------



That this file consisting of (4) four useful pages, is a
faithful reproduction of the documents attached to the appendix of the Deed Number (22,885) twenty two thousand eight hundred
and eighty five, Volume (289) two hundred and eighty nine, of the Protocol of this Notary, marked with the letters
“A” and “B”, respectively.- Playas de Rosarito, Baja California, on April 8, 2013.- I attest.
--------------------------------------------------------------------------------------------------------------------



(illegible signature)

MR. LUIS A. DURAZO BAZUA

NOTARY PUBLIC NUMBER ONE















|(Topographic
        Survey)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | LOCATION:
        
        (Location map)                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|LINK:
        
        (Map)
        
        1.- This map is linked to the Reference
        Geodesic System ITAF 92, season 1988, used in the positioning points IT-68, III-29 and on boundaries No. 310 and 322 of the land
        plot.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Notes:
        1.- This cartogram was prepared based on the technical data
        described in the ownership document and on the points established in the field.
        2.- The rights of the neighbors shall remain safe to be enforced
        (Article 24 of the Cadastral Real Estate Law for the State of B.C.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Symbology:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Planning and Cadastral Direction
        Cartography Department                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Name of the Expert: Mr. Miguel Angel Guerrero
        H.
        Federal Registry: 1563218
        State Registry: 5284/91
        Number of the Expert: CR - 04
        
        (ILLEGIBLE SIGNATURE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Name of the Owner(s):
        LOMELÍ ROSENDA
        Physical-Documental Surface:
        120,000,000M2
        Cadastral code:	EM-033-001
        Place:
        Ejido Mazatlán, Municipality Playas de Rosarito
|Date: February 1, 2013		         Scale: 1 : 1,500                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Number of maps:
        1/1                                                                                                                                                                                      
|Documentation: Subdivision of real estate official writ number DFR-SFR-068-2011 dated September 26, 2011 P.R.P.C. Entry 6029984 Registration on October 05, 2011, Section: Civil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|PLANNING AND CADASTRAL DIRECTION
        OF THE MUNICIPALITY PLAYAS DE ROSARITO,
        B.C
        
        CERTIFIES
        That for purposes of the topographic survey and except for error,
        omission or amendment, the surface, measures and boundaries of the documental polygon of this map corresponds to the registration
        data of this Cadastral Direction under the cadastral code number EM-033-001 and which were verified and resubmitted by the executing
        official expert.
        
        NOTE: OWNERSHIP IS NOT CERTIFIED
        Paid rights on official receipt No. 05-6656
        February 01, 2013
        
        PLANNING AND CADASTRAL DIRECTOR             CARTOGRAPHY DEPARTMENT
        
        (Illegible signature)                                                                (Illegible signature)
        NEFTALI BARRIOS GUEVARA
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                  











|EJIDO   | MAZATLAN
|------- | --------
|POBLADO

02.002.1.00131



BLVD. BENITO JUÁREZ AND CALLE RENÉ
ORTIZ



P.O. BOX 179 TELEPHONES 2-1025 AND 2-17-14
FAX: 2-22-61



Playas de Rosarito, B.C., on April 16,
2013

MATTER: ANSWER TO THE REQUEST

OF THE RIGHT OF FIRST REFUSAL

PURSUANT TO ARTICLE 84



MRS. ADRIANA VALDIVIA LOMELÍ

MRS. LOURDES VALDIVIA LOMELÍ

Blvd. Benito Juárez and Calle René
Ortiz

C.P. 179

Playas de Rosarito, B.C.



P r e s e n t .



The undersigned, members of the Ejido
Board and of the Ejido Inspection Board of the town called Mazatlán, Municipality of Tijuana (currently Playas de Rosarito),
state of Baja California, having complied your request dated March 15, 2013, in which you requested that we notify the right of
first refusal pursuant to the provisions of Article 84 of the Agrarian Law with respect to Fraction “33-1” with a surface
of 12-00-00 hectares (twelve hectares), resulting from the subdivision of Parcel number 33 Z-1 P-2/5, located in Ejido Mazatlán,
Municipality of Playas de Rosarito, State of Baja California, Mexico, parcel over which the deceased ejido member ROSENDA LOMELÍ
LUNA (also known as ROSENDA L. DE VALDIVIA), obtained complete ownership, in Ejido Mazatlán, Municipality of Playas de Rosarito,
State of Baja California, México, and over which you were recognized as sole and universal heirs, both in agrarian and civil
matters; by this means we evidence that the following notification was carried out:



“To the
relatives of ADRIANA VALDIVIA LOMELI and LOURDES VALDIVIA LOMELI, to the individuals who have worked for over a year in the parcel
identified below, to the Ejido members, to the Neighbors, and to the Ejido Population Center, who in that order are entitled to
the right of first refusal in accordance with Article 84 (eighty four) of the Agrarian Law, you are hereby notified that ADRIANA
VALDIVIA LOMELI and LOURDES VALDIVIA LOMELI have agreed the sale of Fraction “33-1”, with a surface of 12-00-00 hectares
(twelve hectares), resulting from the subdivision of Parcel number 33 Z-1 P-2/5 (the “Parcel”), located in Ejido Mazatlán,
Municipality of Playas de Rosarito, as shown in the map attached hereto as Exhibit “A”. The price is of $100.00 U.S.
Dollars (One hundred dollars 00/100 legal currency in the United States of America), per square meter.



Resulting from
the foregoing, and in accordance with the referred Article 84 (eighty four) of the Agrarian Law, you are notified of the intended
transfer, in order to, if applicable, exercise your right of first refusal with respect to such Fraction “33-1” of
the Parcel, within a term of 30 (thirty) calendar days counted as from this date, in the understanding that if more than two individuals
exercise the right of first refusal with equal offers, a draw before a notary public shall be carried out, to determine to whom
does the preference correspond, in compliance with the provisions of Article 85 (eighty five) of the Agrarian Law.











|EJIDO   | MAZATLAN
|------- | --------
|POBLADO

02.002.1.00131



BLVD. BENITO JUÁREZ AND CALLE RENÉ
ORTIZ



P.O. BOX 179 TELEPHONES 2-1025 AND 2-17-14
FAX: 2-22-61



“ADRIANA
VALDIVIA LOMELI and LOURDES VALDIVIA LOMELI appoint as their domicile to hear and receive notices, the one located in Boulevard
Benito Juárez and René Ortiz Street, C.P. 179, in Playas del Rosarito, in Baja California, Mexico.”



On the matter, we inform you that by
means of writs dated April 15, 2013, Mr. Jesús César Veleta Barrera, in his capacity as husband of Adriana Valdivia
Lomelí, and Mr. Miguel angel García Gómez, in his capacity as husband of Lourdes Valdivia Lomelí, were
notified, who, in turn, by means of a writ dated March 16, 2013, literally stated the following: “... On the matter,
by this means we consider ourselves notified and formally state that it is not our will to exercise the right of first refusal
corresponding to us, ...”



On the same date, March 15, 2013, the
Ejido members, neighbors, individuals who have worked in the mentioned parcel for over a year, or any other person of this Ejido
Center were formally notified; through publication of the writ addressed by you to this Board, for publicity effects, in the
places established in this Ejido Center, of the city of Playas de Rosarito, State of Baja California, situation that was attested
by the Notary Public Number One of the Jurisdiction, MR LUIS A. DURAZO BAZÚA.



Considering that the term established
in Article 84 of the Agrarian Law has elapsed, we inform you that as of this date, April 16, 2013, no relative, Ejido member, neighbor,
individual who has worked in the mentioned parcel for over a year, or any other person of this Ejido Center, has appeared before
this Ejido Board and Ejido Inspection Board, to exercise the notified right of first refusal.



Sincerely

“LAND AND FREEDOM”

EJIDO MAZATLÁN



THE EJIDO BOARD



|PRESIDENT              |  | SECRETARY                     |  | TREASURER             
|---------------------- |  | ----------------------------- |  | ----------------------
|                       |  |                               |  |                       
|(illegible signature)  |  | (illegible signature)         |  | (illegible signature) 
|Enrique Esquivel Haros |  | Ernesto Cruz Troncoso Sánchez |  | Jorge González Herrera



THE EJIDO INSPECTION BOARD



|PRESIDENT                       |  | 1ST SECRETARY           |  | 2ND SECRETARY         
|------------------------------- |  | ----------------------- |  | ----------------------
|                                |  |                         |  |                       
|(illegible signature)           |  | (illegible signature)   |  | (illegible signature) 
|Pascual Arturo Cordero Victorio |  | Alfonso Ramírez Machado |  | Félix Minjárez Vázquez













|Exhibit K | Exhibit 10.32.4
|--------- | ---------------





ON BEHALF OF THE FREE AND SOVEREIGN STATE
OF BAJA CALIFORNIA, I CERTIFY THAT IN THE ARCHIVE OF THIS OFFICE OF THE CIVIL REGISTRY, A MARRIAGE CERTIFICATE IS REGISTERED, OF
WHICH THIS PROOF IS ISSUED AND CERTIFIED, AND WHICH CONTAINS THE FOLLOWING DATA:



MARRIAGE CERTIFICATE



|OFFICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | BOOK              | REGISTRY DATE | LOCATION          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ------------- | ------------------
|01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 02                | July/27/2001  | PLAYAS DE ROSARITO
|MUNICIPALITY OR DISTRICT                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | FEDERATIVE ENTITY
|PLAYAS DE ROSARITO                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | BAJA CALIFORNIA  
|DATA OF THE SPOUSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|NAME OF THE SPOUSE: JESUS CESAR             VELETA                            BARRERA
        NAME(S)            FIRST LAST NAME     SECOND  LAST NAME
        PLACE OF BIRTH: MR. ADOLFO LOPEZ MATEOS     GUERRERO     CHIHUAHUA     MEXICO
        LOCATION                     MUNICIPALITY         ENTITY       COUNTRY
        
        AGE: 29 YEARS        NATIONALITY: MEXICAN      OCCUPATION: EMPLOYEE
        DOMICILE: GUILLERMO TRONCOSO 714 LUCIO BLANCO P. DE ROSARITO, B.C.
|NAME OF THE SPOUSE: ADRIANA                     VALDIVIA                        LOMELÍ
        NAME(S)              FIRST LAST NAME         SECOND LAST NAME
        PLACE OF BIRTH: TIJUANA                TIJUANA           BAJA CALIFORNIA   MEXICO
        LOCATION           MUNICIPALITY                 ENTITY              COUNTRY
        
        AGE: 24 YEARS        NATIONALITY: MEXICAN      OCCUPATION:STUDENT
        DOMICILE: BENITO JUAREZ 24 Z.C. P. DE ROSARITO, B.C. 
|DATA OF THE PARENTS OF THE HUSBAND                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|NAME OF THE FATHER:------------------                    ---------------------                   -----------------------

NAME(S)                 FIRST LAST NAME             SECOND LAST NAME

NATIONALITY:  -----------

NAME OF THE MOTHER:AMELIA                     VELETA                         BARRERA

NAME(S)           FIRST LAST NAME        SECOND LAST NAME

NATIONALITY:  MEXICAN

DOMICILE(S): --------------

CHIHUAHUA CHIH.                                            
|DATA OF THE PARENTS OF THE WIFE                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NAME OF THE FATHER:BERNABE                  VALDIVIA                        TOVAR
        NAME(S)            FIRST LAST NAME        SECOND LAST NAME
        NATIONALITY: MEXICAN
        NAME OF THE MOTHER:ROSENDA                    LOMELÍ                              LUNA
        NAME(S)           FIRST LAST NAME       SECOND LAST NAME
        NATIONALITY:  MEXICAN
        DOMICILE(S): BENITO JUAREZ 24 Z.C. P. DE ROSARITO, B.C.                                            
|MARRIAGE REGIME                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|SEPARATION OF ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|THIS PROOF OF REGISTRY IS ISSUED AND CERTIFIED ON AUGUST 3, 2001 IN                                                                                                                                                                                                                                                                                                                                                                                                                        



|(Illegible signature)                                              |  |                                  
|------------------------------------------------------------------ |  | ---------------------------------
|MS. PAULA JULIETA PERDOMO 
ROJAS
        CIVIL REGISTRY OFFICER 01 |  | SEAL OF THE CIVIL REGISTRY OFFICE
|                                                                   |  | 0260243                          















|Exhibit L | Exhibit 10.32.4
|--------- | ---------------



|                                         |     | MARRIAGE
    CERTIFICATE          
|---------------------------------------- | --- | ----------------------------------
|UNITED
    MEXICAN STATES                | HIM | POPULATION
    REGISTRY UNIQUE KEY
|GOVERNMENT
    OF THE FREE AND SOVEREIGN |     |                                   
|STATE
    OF BAJA CALIFORNIA             | HER | POPULATION
    REGISTRY UNIQUE KEY
|CIVIL
    REGISTRY                       |     |                                   



|OFFICE
    NO.                             | BOOK
    NO.                                      | CERTIFICATE
    NO. | LOCATION               | DATE
    OF REGISTRATION
|------------------------------------------ | ------------------------------------------------- | ------------------- | ---------------------- | ------------------------
|04                                         | -
    - - - - -                                   | 0045                | PLAYAS
    DE ROSARITO | DAY                     
|MUNICIPALITY OR DELEGATION
        TIJUANA | FEDERATIVE ENTITY
        BAJA
        CALIFORNIA | 12                  | 03                     | 93                      



|SPOUSES               
|----------------------
|                      
|NAME OF
    THE SPOUSE
|                      
|PLACE OF
    BIRTH    
|                      
|NATIONALITY           
|DOMICILE              
|NAME OF
    THE SPOUSE
|                      
|PLACE OF
    BIRTH    
|                      
|NATIONALITY           
|DOMICILE              



|                                
|--------------------------------
|PARENTS
    OF THE MALE SPOUSE  
|                                
|NAME OF
    THE FATHER          
|NAME OF
    THE MOTHER          
|DOMICILE(S)                     
|                                
|PARENTS
    OF THE FEMALE SPOUSE
|                                
|NAME OF
    THE FATHER          
|NAME OF
    THE MOTHER          
|DOMICILE(S)                     
|                                



|WITNESSES
    OF THE SPOUSES
|----------------------------
|                            
|NAME                        
|DOMICILE                    
|NAME                        
|DOMICILE                    
|NAME                        
|DOMICILE                    
|NAME                        
|DOMICILE                    



|NAME(S)
        OF THE INDIVIDUAL(S) GRANTING CONSENT DUE TO THE UNDERAGE OF THE SPOUSE(S)
        ============================================================================================
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AUTHORIZATION
        OF THE MINISTRY OF THE INTERIOR FOR FOREIGN SPOUSE(S)
        ============================================================================================               
|THIS
    MARRIAGE AGREEMENT SHALL BE SUBJECT TO THE REGIME OF:    JOINT ASSETS (XX)    SEPARATION
    OF ASSETS (  )                                                                           



|  | HIM                       | HER                       | FINGERPRINT
    OF THE MALE
|- | ------------------------- | ------------------------- | ---------------------------
|S |                           |                           | SPOUSE                     
|I | (illegible
    signature) | (illegible
    signature) |                            
|G | SPOUSES                   |                          
|N |                           |                           |                            
|A | (illegible
    signature) | (illegible
    signature) | FINGERPRINT
    OF THE     
|T |                           |                           | FEMALE
    SPOUSE          
|U |                           |                           |                            
|R | PARENTS                   |                          
|E |                           |                           |                            
|S | (illegible
    signature) | (illegible
    signature) |                            
|  | WITNESSES                 |                          



|HAVING
        QUESTIONED THE SPOUSES IN THE TERMS ORDERED BY LAW AND WITHOUT THE EXISTENCE OF ANY LEGAL IMPEDIMENT, OR WITH THE DISPENSATION
        OF THE EXISTING IMPEDIMENT FOR THE EXECUTION OF THE MARRIAGE, I DECLARE YOU ON BEHALD OF THE LAW AND BEFORE THE SOCIETY,
        AS JOINED IN MATRIMONY AND YOUR MARRIAGE AGREEMENT AS PERFECT AND LEGITIMATE FOR ALL THE LEGAL EFFECTS, AND AFTER HAVING
        READING SUCH, YOU RATIFY AND EXECUTE IT JOINTLY WITH THE UNDERSIGNED, WHO INTERVENED IN IT AND KNOW HOW TO DO IT, AND
        THOSE WHO DO NOT, STAMP THEIR FINGERPRINT. I ATTEST.
        
        THE
        OFFICER04OF THE CIVIL REGISTRY | SEAL
        OF THE OFFICE OF THE CIVIL REGISTRY
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------
|MR.
    SILVANO ABARCA MACKLIS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ILLEGIBLE
    SIGNATURE)                       
|NAME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | SIGNATURE                                       
|THIS
CERTIFICATE HAS THE FOLLOWING NOTES ATTACHED:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (ILLEGIBLE
        SIGNATURE)                   











MARRIAGE
CERTIFICATE



On
behalf of the Free and Sovereign State of Baja California, and as OFFICER OF THE CIVIL REGISTR of this Municipality of Tijuana,
I hereby inform to those having this certificate at sight, and attest as true that in book number _______, kept
in the Archive of this OFFICE supervised by me, at page number 0045 Entry number 0045, which data appears in the backside, is a true and exact copy of its original and is authorized with my signature and the
seal of this OFFICE.



THIS
CERTIFICATION IS ISSUED IN COMPLIANCE WITH ARTICLE 48 OF THE CIVIL CODE IN FORCE IN THE STATE, IN THE CITY OF TIJUANA, BAJA CALIFORNIA,
ON MARCH, 16, 1993.



THE MUNICIPAL
DELEGATE IN OFFICE AS

OFFICER OF
THE CIVIL REGISTRY



(ILLEGIBLE
SIGNATURE)

MR. SILVANO
ABARCA MACKLIS



No. 15962

ISSUED IN:
PLAYAS DE ROSARITO, B.C.















|Exhibit M | Exhibit 10.32.4
|--------- | ---------------





NOTARY PUBLIC NUM. 18

MR. RAMÓN ANDRÉS GRACIANO
DUEÑAS



Tijuana, Baja California, May 6, 2013



PUBLIC REGISTRAR OF THE PROPERTY AND COMMERCE

PLAYAS DE ROSARITO, B.C.



I hereby inform to
you that in this Notarial office, a public deed containing the following legal act, shall be granted:



THE PURCHASE AND
SALE AGREEMENT WITH MORTGAGE SECURITY, that shall be executed by:



As THE SELLERS, Messrs. ADRIANA
VALDIVIA LOMELÍ and LOURDES VALDIVIA LOMELÍ, the latter with the consent of her husband, Mr. Miguel Ángel
García Gómez;

As THE PURCHASER, the company
named N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE.



Likewise, the following persons shall
appear:



Messrs. Enrique Esquivel Haros, Ernesto
Cruz Troncoso Sánchez and Jorge Gónzalez Herrera, as President, Secretary and Treasurer, respectively, of the Inspection
Board of the Ejido in office, on behalf of Ejido Mazatlán of the Municipality of Playas de Rosarito, Baja California,
in order to consent this transaction.



MORTGAGE SECURITY:



N.S.C. AGUA, SOCIEDAD ANONIMA DE CAPITAL
VARIABLE,shall constitute a mortgage in first place and order in favor of Messrs. ADRIANA VALDIVIA LOMELÍ and LOURDES
VALDIVIA LOMELÍ and EJIDO MAZATLANof the Municipality of Playas de Rosarito, Baja California.



THE REAL ESTATE
subject matter of the purchase and sale, and over which the mortgage security shall be created is:



The lot fraction
33-1 (thirty three dash one) resulting from the subdivision of parcel number 33 Z-1 P-2/5 (thirty three Z dash one P two slash
five), without number, of Ejido Mazatlán, Municipality of Playas de Rosarito, Baja California.



Registry Antecedent:

Entry 6’032,845, Civil Section,
dated March 12, 2013.



Per the request of the BUYER, I request that
the correspondent registry entry, in connection with the aforementioned entry, is carried out, for purposes of article 2885 of
the Civil Code for the State of Baja California and that a Certificate evidencing the existence or inexistence of encumbrances
over such real estate, is issued.



SINCERELY



(illegible signature)

MR. RAMÓN ANDRÉS GRACIANO
DUEÑAS

NOTARY PUBLIC NUM. 18



Avenida Guanajuato number 3437, Colonia
Cacho, Tijuana. B.C.

Tel.: 664-684-93-58 Fax.: 664-684-91-86











Government of the State of Baja California

Public Registry of Property and Commerce
in PLAYAS DE ROSARITO



|REGISTRATION CERTIFICATE
|------------------------



THE PUBLIC REGISTRAR OF PROPERTY AND COMMERCE
IN PLAYAS DE ROSARITO, BAJA CALIFORNIA, MR. RAUL ALEJANDRO QUIROZ QUEZADA



CERTIFIES



That after carrying out the search for
1 period of 5 years in the existing files of the Public Registry of Property and Commerce, it was found registered:



In the name of:

LOURDES VALDIVIA LOMELI, ADRIANA VALDIVIA LOMELI



The Real Estate(s) identified as:

Lot: FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL
33 Z-1 P-2/5, EJIDO MAZATLAN Cadastral Code: EM-033-001 of this city with a surface of 120,000.00 M2., WITH THE FOLLOWING MEASURES
AND BOUNDARIES:



|NORTHEAST: | 184.622 M. WITH CFE EXPROPRIATION  
|---------- | -----------------------------------
|           | 4.638 M. WITH FRACTION 33-4        
|           | 154.720 M. WITH PARCEL NUMBER 32   
|           | 351.963 M. WITH PARCEL NUMBER 32   
|SOUTHEAST: | 551.276 M. WITH FRACTION 33-2      
|           | 15.240 M. WITH FRACTION 33-3       
|           | 0.194 M. WITH CORETT EXPROPRIATION 
|SOUTHWEST: | 4.750 M. WITH FRACTION 33-3        
|NORTHWEST: | 12.043 M. WITH FRACTION 33-3       
|           | 15.015 M. WITH FRACTION 33-3       
|           | 40.274 M. WITH FRACTION 33-3       
|           | 19.781 M. WITH FRACTION 33-3       
|           | 44.835 M. WITH CORETT EXPROPRIATION
|           | 14.682 M. WITH FRACTION 33-4       
|           | 0.116 M. WITH CORETT EXPROPRIATION 
|           | 16.319 M. WITH CORETT EXPROPRIATION
|           | 14.781 M. WITH FRACTION 33-5       
|           | 90.193 M. WITH CORETT EXPROPRIATION



Registered Under:

Entry 6032845, CIVIL Section, dated March 12, 2013.



Which reports the following note(s):

--CERTIFICATE
REQUEST WITH EFFECTS AS PREEMPTIVE NOTICE DATED MAY 6, 2013, SUBMITTED BY THE NOTARY PUBLIC NUMBER 18 OF THE CITY OF



|Flyer: 586254 | *586254* | Page 1 of 2
|------------- | -------- | -----------

Analyst: MRS. KARLA MARITZA BESNEIRIGOYEN PÉREZ











Government of the State of Baja California

Public Registry of Property and Commerce
in PLAYAS DE ROSARITO



|REGISTRATION CERTIFICATE
|------------------------



TIJUANA, B.C., IN WHICH IT IS INFORMED
THAT THE FOLLOWING ACTS SHALL BE FORMALIZED:



--PURCHASE AND SALE AGREEMENT



SELLER: ADRIANA VALDIVIA LOMELI AND
LOURDES VALDIVIA LOMELI, WITH THE CONSENT OF HER HUSBAND, MIGUEL ANGEL GARCIA GOMEZ.



PURCHASER: N.S.C., S.A. DE C.V.



--MORTGAGE SECURITY



N.S.C., S.A. DE C.V., SHALL CONSITUTE
MORTGAGE IN FIRST PLACE AND ORDER IN FAVOR OF ADRIANA VALDIVIA LOMELI AND LOURDES VALDIVIA LOMELI AND EJIDO MAZATLÁN



WHICH DOES NOT REPORT ENCUMBRANCES.



This certificate is issued having
seen the Notes Report duly updated to this date, in PLAYAS DE ROSARITO, BAJA CALIFORNIA, ON MAY 8, 2013.



THE PUBLIC REGISTRAR OF THE PROPERTY AND
COMMERCE

MR. RAUL ALEJANDRO QUIROZ QUEZADA



ADVANCED ELECTRONIC SIGNATURE:



MIMCNJUGCSqGSlb3DQEHA6CDAjSFMIMCNIACAQAxggHHMIIBwwIBADCCASowggEjMREwDwYDVQQHE
whNZXhpY2FsaTEYMBYGA1UECBMPQmFqYSBDYWxpZm9ybmlhMQswCQYDVQQGEwJNWDEOMAw
GA1UEERMFMjEwMDAxJjAkBgNVBAkTHUNhbHphZGEgSW5kZXBIbmRIbmNpYSBOby4gOTk0MSkwJw
YDVQQDEyBBdXRvcmlkYWQgQ2VydGlmaWHhZG9yYSBkZWwgR0VCQzEpMCcGA1UECxMgRGlyZWNja
W9ulEdlbmVyYWwgZGUgSW5mb3JtYXRpY2ExLzAtBgNVBAoTJkdvYmllcm5vlGRlbCBFc3RhZG8gZGUgQm
FqYSBDYWxpZm9ybmlhMSgwJgYJKoZlhvcNAQkBFhlhdXRvY2VydGlnaWNhQGJhamEuZ29iLm14AgEq
MA0GCSqGSlb3DQEBAQUABIGADkSvQDTUOCffg0v0K0ce



Authenticity code: 2090342



To Verify the Authenticity of the filing
consult it in: http://www.bajacalifornia.gob.mx/rppc



|Flyer: 586254 | *586254* | Page 2 of 2
|------------- | -------- | -----------

Analyst: MRS. KARLA MARITZA BESNEIRIGOYEN PÉREZ

















|Exhibit N | Exhibit 10.32.4
|--------- | ---------------



|UNANIMOUS RESOLUTIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS OF N.S.C. AGUA, S.A. DE C.V. (THE “COMPANY”) PASSED WITHOUT A MEETING OF THE BOARD OF DIRECTORS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | RESOLUCIONES UNÁNIMES DE LOS MIEMBROS DEL CONSEJO DE ADMINISTRACIÓN DE N.S.C. AGUA, S.A. DE C.V. (LA “SOCIEDAD”) ADOPTADAS FUERA  DE SESIÓN DEL CONSEJO DE ADMINISTRACIÓN.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Pursuant to Clause Twentieth of the by-laws of N.S.C. Agua, S.A. de C.V. and Article 143 of the General Law on Business Organizations, all of the members of the Board of Directors of N.S.C. Agua, S.A. de C.V., who execute at the end of this document, unanimously passed, without holding a Meeting of the Board of Directors, the following:                                                                                                                                                                                                                                                                                                                                                                                                               |  | En términos de la Cláusula Vigésima de los estatutos sociales de N.S.C. Agua, S.A. de C.V. y del Artículo 143 de la Ley General de Sociedades Mercantiles, la totalidad de los miembros del Consejo de Administración de N.S.C. Agua, S.A. de C.V., mismos que suscriben al final del presente documento, adoptaron, de manera unánime, fuera de sesión del Consejo de Administración, las siguientes:                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|RESOLUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | RESOLUCIONES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|FIRST.- The exercise of the power of attorney granted by the Company in favor of Mr. David W. Sasnett, contained in public deed number 74,776, dated May 12, 2010, granted before Mr. Ricardo del Monte Núñez, Notary Public number 8 of Tijuana, Baja California, in order for him to execute, on behalf and in representation of the Company, the purchase and sale agreement with Ms. Lourdes Valdivia Lomelí and Ms. Adriana Valdivia Lomelí, as sellers, to acquire fraction 33-1 resulting from the subdivision of Parcel 33 Z-1 P 2/5, without block number, of Ejido Mazatlán, located on the Municipality of Playas de Rosarito, Baja California, Mexico, is hereby approved.                                                                           |  | PRIMERA.- Se aprueba el ejercicio del poder otorgado por la Sociedad en favor del señor David W. Sasnett, contenido en la escritura pública número 74,776, de fecha 12 de mayo de 2010, otorgada ante el señor Ricardo del Monte Núñez, Notario Público número 8 de Tijuana, Baja California, para que celebre, en nombre y representación de la Sociedad, el contrato de compraventa con las señoritas Lourdes Valdivia Lomelí y Adriana Valdivia Lomelí, como vendedoras, para adquirir la fracción 33-1 resultante de la subdivisión de la Parcela 33 Z-1 P 2/5, sin número de manzana, del Ejido Mazatlán, ubicado en el Municipio de Playas de Rosarito, Baja California, México.                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|SECOND.- Messrs. Aarón Levet Velasco, Jorge León Orantes Baena, José Ramón Ayala Aguirre, Alberto Solis Martínez, Pablo Laresgoiti Matute, Guillermo Alberto Moreno Meléndez, Isaac Zatarain Valenzuela, Mariana Lopez-Bustamante Hernández, Moisés Ini Zonana, Miguel Ernesto Beltrán Ramírez and David Ruiz de la Peña Sandoval are hereby appointed as special delegates of the Company, in order for any of them to, either jointly or severally, carry out all the necessary or convenient acts for the effective fulfillment and formalization of these unanimous resolutions passed without holding a Meeting of the Board of Directors, expressly including to appear before the Notary Public of their choice, to formalize such unanimous resolutions. |  | SEGUNDA.- Se designa a los señores Aarón Levet Velasco, Jorge León Orantes Baena, José Ramón Ayala Aguirre, Alberto Solis Martínez, Pablo Laresgoiti Matute, Guillermo Alberto Moreno Meléndez, Isaac Zatarain Valenzuela, Mariana Lopez-Bustamante Hernández, Moisés Ini Zonana, Miguel Ernesto Beltrán Ramírez y David Ruiz de la Peña Sandoval, como delegados especiales de la Sociedad, para que cualquiera de ellos lleven a cabo, conjunta o separadamente, los actos necesarios o convenientes para el eficaz cumplimiento y formalización de las resoluciones unánimes adoptadas fuera de Sesión del Consejo de Administración, incluyendo expresamente el comparecer ante el Notario Público de su elección a formalizar tales resoluciones unánimes.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|In view of the foregoing, all of the members of the Board of Directors of N.S.C. Agua, S.A. de C.V. execute this document, effective as of May 8, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | En virtud de lo anterior, firman de conformidad la totalidad de los miembros del Consejo de Administración de N.S.C. Agua, S.A. de C.V., con efectos a partir del 8 de mayo de 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           













MEMBERS OF THE BOARD OF DIRECTORS / MIEMBROS
DEL CONSEJO DE ADMINISTRACIÓN



|/s/ Wilmer Pergande             |  | /s/ Alejandro de la Vega Valladolid      
|------------------------------- |  | -----------------------------------------
|Mr. / Sr. Wilmer Pergande       |  | Mr. / Sr. Alejandro de la Vega Valladolid
|                                |  |                                          
|                                |  |                                          
|                                |  |                                          
|                                |  |                                          
|/s/ Gough W. Thompson Jr.       |  | /s/ Chang Bin Yim                        
|Mr. / Sr. Gough W. Thompson Jr. |  | Mr. / Sr. Chang Bin Yim                  
|                                |  |                                          
|                                |  |                                          
|                                |  |                                          
|                                |  |                                          
|/s/ Victor Vilaplana            |  | /s/ Frederick W. McTaggart               
|Mr. / Sr. Victor Vilaplana      |  | Mr. / Sr. Frederick W. McTaggart         
|                                |  |                                          
|                                |  |                                          
|                                |  |                                          
|                                |  |                                          
|/s/ David W. Sasnett            |  | /s/ Leonard J. Sokolow                   
|Mr. / Sr. David W. Sasnett      |  | Mr. / Sr. Leonard J. Sokolow             



















|Exhibit O | Exhibit 10.32.4
|--------- | ---------------







|FOREIGN
                                         INVESTMENT GENERAL DIRECTION
        
        SECOND
        SECTION
        
        ANNUAL
        ECONOMIC REPORT (RENEWAL OF REGISTRATION CERTIFICATE) SUBMITTED TO THE NATIONAL REGISTRY OF FOREIGN INVESTMENTS BY MEXICAN
        COMPANIES | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 



|FOR
    THE EXCLUSIVE USE OF THE MINISTRY OF ECONOMY
|----------------------------------------------------
|INTERNAL
    CONTROL INFORMATION                    
|FILE                                                
|                                                    
|                                                    
|                                                    
|I                                                   

|   |                                                                 |                                                                |  |                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|-- | --------------------------------------------------------------- | -------------------------------------------------------------- |  | --------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|   | 1.                                                              | NAME
                                         OR COMPANY NAME  |  | NSC
    AGUA SA DE CV | 
|   |                                                                 |                                                                |  |                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|   | 2.                                                              | FEDERAL
                                         TAXPAYER’S ID |  | NAG-100512-UA7        |  |  |  |  |  |  |  |  |  |  |  |  | 
|   |                                                                 |                                                                |  |                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|   |                                                                 |                                                                |  |                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|II | INFORMATION
    OF THE LEGAL REPRESENTATIVE OR ATTORNEY-IN-FACT

| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 3.  | NAME                                                                                                                           |  | ISMAEL
    SANCHEZ                          |             
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     | ADDRESS                                                                                                                        |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 4.  |                                                                                                                                |  | STREET
    AND NUMBER                       |              | BLVD.
    SANCHEZ TABOADA #10488-801                                                                                                                                                                                |                    
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 5.  |                                                                                                                                |  | TOWN,
    CITY, NEIGHBORHOOD OR CONDOMINIUM |              | ZONA
    RIO                                                                                                                                                                                                        |                    
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 6.  |                                                                                                                                |  | MUNICIPALITY
    OR DELEGATION              |              | TIJUANA                                                                                                                                                                                                             |                     |  |  |  |  |  |  |  |  |  | 
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 7.  |                                                                                                                                |  | STATE                                       |              |                                                                                                                                                                                                                     | BAJA
    CALIFORNIA |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 8.  |                                                                                                                                |  | POSTAL
    CODE                             |              |                                                                                                                                                                                                                     | 22320               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 9.  | PHONE
    NUMBER                                                                                                               |  |                                             | 664-615-8024 |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  | 
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 10. | E-MAIL                                                                                                                         |  | rbarrera@nscagua.com                        |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  | 
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 11. | NAME
    OF THE PERSONS AUTHORIZED TO HEAR NOTIFICATIONS                                                                       |  | RUBEN
    RENE BARRERA AVALOS               |             
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 12. | HAVE
    YOU SUBMITTED TO THE MINISTRY OF ECONOMY DOCUMENTS EVIDENCING THE LEGAL REPRESENTATION OR POWER OF ATTORNEY? (YES/NO) |  | SI                                          |              | IN
    THE CASE YOU SAID YES, IT’S NOT NECESSARY FOR YOU TO SUBMIT THE AFOREMENTIONED DOCUMENTATION AGAIN, JUST POINT OUT THE
    INFORMATION OF THE APPLICATION IN WHICH THE DOCUMENTATION WAS PREVIOUSLY ATTACHED |                    
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                    
| |     |                                                                                                                                |  |                                             |              |                                                                                                                                                                                                                     |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 

| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |     |  |                                                      |                                                                        |    |      |  |  |  |     |       |      |  |  |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | --- |  | ---------------------------------------------------- | ---------------------------------------------------------------------- | -- | ---- |  |  |  | --- | ----- | ---- |  |  |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 13. |  | FILING
                                         DATE | 22                                                                     | 03 | 2012 |  |  |  |     |       |     
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |     |  |                                                      |                                                                        |    |      |  |  |  | DAY | MONTH | YEAR |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 14. |  | OFFICE
    IN WHICH IT WAS FILED                     | TIJUANA
                                         FEDERAL SUBDELEGATION |   
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |     |  |                                                      |                                                                        |    |      |  |  |  |     |       |      |  |  |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 15. |  | PROCEDURE                                            | ANUAL
                                         ECONOMIC REPORT         |   
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |     |  |                                                      |                                                                        |    |      |  |  |  |     |       |      |  |  |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 16. |  | NUMBER
    ASSIGNATED TO THE PROCEDURE               |                                                                        |    |      |  |  |  |    

|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  |                                                                                  |      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|--- | ------------------------ | --------------- | ---- |  |  |  |  |  |  |  |  |  |  | -------------------------------------------------------------------------------- | ---- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  | (ILLEGIBLE
        SIGNATURE)                                                    |      |  |  |  |  |  |  |  |  |  |  |  |  | 
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  | LEGAL
                                         REPRESENTATIIVE
        SIGNATURE |      |  |  |  |  |  |  |  |  |  |  |  |  | 
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  |                                                                                  |      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  |                                                                                  |      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|III | INFORMED
    FISCAL YEAR
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  |                                                                                  |      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|    | 17.                      | FISCAL
    YEAR | 2012 |  |  |  |  |  |  |  |  |  |  |                                                                                  |      |  |  |  |  | 
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  |                                                                                  | YEAR |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  |                                                                                  |      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|    |                          |                 |      |  |  |  |  |  |  |  |  |  |  |                                                                                  |      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 











|IV | INFORMATION
    OF THE PERSON THAT MAY BE CONSULTED FOR TECHNICAL QUESTIONS
|-- | ---------------------------------------------------------------------------
|   |                                                                            
|   |                                                                            
|   |                                                                            

| |     |           |  |                               |                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | --- | --------- |  | ----------------------------- | -------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 18. | NAME      |  | RUBEN
    RENE BARRERA AVALOS |                     
| |     |           |  |                               |                     
| | 19. | POSITION  |  | ACCOUNTANT                    |                     
| |     |           |  |                               |                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 20. | TELEPHONE |  | 615-8024                      |                      |  |  |  |  |  |  |  |  |  | 
| |     |           |  |                               |                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 21. | E-MAIL    |  |                               | rbarrera@nscagua.com |  |  |  |  |  |  |  |  |  |  | 

|  |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|- | ------------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|  |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|  |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|  |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|  |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|  |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|V | CORPORATE
    INFORMATION
|  |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 

| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | --- | ----------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 22. | COMMERCIAL
    NAME OF THE CORPORATE GROUP IN THE COUNTRY TO WHICH IT BELONGS |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 23. | COMMERCIAL
    NAME OF THE CORPORATE GROUP ABORAD TO WHICH IT BELONGS         |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 24. | NAME
    OF THE HOLDING COMPANY1 ABROAD                                       |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | 25. | COUNTRY
    ABROAD IN WHICH THE HOLDING COMPANY IS LOCATED                    |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |     |                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 

|   |                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|-- | ----------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|VI | NUMBER
    OF EMPLOYEES
|   |                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 

| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  | --------- | ---------------------------------- | ----------------------------------------- | ---------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  | 26.	STATE | 27.	MUNICIPALITY
    OR DELEGATION | 28.NÚMBER
    OF EMPLOYEES HIRED DIRECTLY | 29.	NÚMBER
    OF EMPLOYEES HIRED THROUGH A PERSONNEL SERVICES COMPANY | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  | N/A       |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |           |                                    |                                           |                                                                        | 
| |  |           |                                    |                                           |                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 

| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 



|1COMPANY EXERCISING WORLDWIDE CONTROL OF ALL THE CORPORATE GROUP.
|-----------------------------------------------------------------



|
|















|VII | FINANCIAL
    POSITION STATEMENT2 WITH HISTORICAL INFORMATION
|--- | -------------------------------------------------------------
|    |                                                              
|    |                                                              
|    |                                                              
|    | 30.                                                          
|    |                                                              
|    | 31.                                                          
|    | ACCOUNTS
    RECEIVABLE:                                     
|    | 32.                                                          
|    |                                                              
|    | 33.                                                          
|    |                                                              
|    | 34.                                                          
|    |                                                              
|    | 35.                                                          
|    |                                                              
|    | 36.                                                          
|    |                                                              
|    | 37.                                                          
|    |                                                              
|    | 38.                                                          
|    |                                                              
|    | 39.                                                          
|    |                                                              
|    | 40.                                                          
|    |                                                              
|    | 41.                                                          
|    |                                                              
|    | 42.                                                          
|    |                                                              
|    | 43.                                                          
|    |                                                              
|    | 44.                                                          
|    |                                                              
|    | 45.                                                          
|    |                                                              
|    | 46.                                                          
|    |                                                              
|    | 47.                                                          
|    |                                                              
|    | ACCOUNTS
    PAYABLE TO:                                     
|    |                                                              
|    | 48.                                                          
|    |                                                              
|    | 49.                                                          
|    |                                                              
|    | 50.                                                          
|    |                                                              
|    | 51.                                                          
|    |                                                              
|    | 52.                                                          
|    |                                                              
|    | 53.                                                          
|    |                                                              
|    | 54.                                                          
|    |                                                              
|    | 55.                                                          
|    |                                                              
|    | 56.                                                          
|    |                                                              
|    | 57.                                                          
|    |                                                              
|    | 58.                                                          
|    |                                                              
|    | 59.                                                          
|    |                                                              
|    | 60.                                                          
|    |                                                              
|    | 61.                                                          
|    |                                                              
|    | 62.                                                          
|    |                                                              
|    | 63.                                                          
|    |                                                              
|    |                                                              










| | 2 | THE
                                         TOTAL ASSETS MUST BE EQUAL TO THE TOTAL LIABILITIES PLUS ACCOUNTING CAPITAL.
| | - | -------------------------------------------------------------------------------------------------------------------------

| | 3 | COMPANIES
                                         RESIDING ABROAD WHERE THE MEXICAN COMPANY FILING THE REPORT OWNS SHARES EQUAL TO OR GREATER
                                         THAN TEN PERCENT OR MORE OR AT LEAST A SEAT IN THE BOARD OF DIRECTORS.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4 | COMPANIES
                                         RESIDING ABROAD, WHICH DO NOT OWN SHARES IN THE MEXICAN COMPANY FILING THE REPORT, BUT
                                         ARE PART OF THE SAME CORPORATE GROUP.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5 | PROFITS
                                         OR LOSSES AFTER TAXES.
| | - | -----------------------------------------------------------------------













|VIII | FINANCIAL
    STATEMENTS6   
|---- | ----------------------------
|     |                             
|     |                             
|     |                             
|     |                             
|     | 64.                         
|     |                             
|     | 65.                         
|     |                             
|     | 66.                         
|     |                             
|     | 67.                         
|     |                             
|     | 68.                         
|     |                             
|     | INTERESTS
    COLLECTED TO: 
|     |                             
|     | 69.                         
|     |                             
|     | 70.                         
|     |                             
|     | 71.                         
|     |                             
|     | 72.                         
|     |                             
|     | 73.                         
|     |                             
|     | 74.                         
|     |                             
|     | 75.                         
|     |                             
|     | 76.                         
|     |                             
|     | 77.                         
|     |                             
|     | 78.                         
|     |                             
|     | INTERESTS
    PAID TO:      
|     |                             
|     | 79.                         
|     |                             
|     | 80.                         
|     |                             
|     | 81.                         
|     |                             
|     | 82.                         
|     |                             
|     | 83.                         
|     |                             
|     | 84.                         
|     |                             
|     |                             
|IX   | COMPLEMENTARY
    STATISTICS
|     |                             
|     | 85.                         
|     |                             
|     | 86.                         
|     |                             
|     | 87.                         
|     |                             
|     |                             










| | 6 | THE
                                         TOTAL INCOME MINUS THE TOTAL EXPENSES MUST COINCIDE WITH THE PROFITS OR LOSSES OF THE
                                         YEAR REPORTED IN THE FINANCIAL POSITION STATEMENT.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7 | COMPANIES
                                         RESIDING ABROAD IN WHICH THE MEXICAN COMPANY FILING THE REPORT OWNS SHARES EQUAL TO OR
                                         GREATER THAN TEN PERCENT OR MORE OR AT LEAST A SEAT IN THE BOARD OF DIRECTORS.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 8 | COMPANIES
                                         RESIDING ABROAD, WHICH DO NOT OWN SHARES IN THE MEXICAN COMPANY FILING THE REPORT BUT
                                         ARE PART OF THE SAME CORPORATE GROUP.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9 | VALUE
                                         OF THE ASSETS IN GRATUITOUS BAILMENT OWNED BY THE HOLDING COMPANY OR BY ANY COMPANY RESIDING
                                         ABROAD, WHICH ARE PART OF THE SAME WORLDWIDE CORPORATE GROUP AND WHICH WAS NOT INCLUDED
                                         IN ITS BALANCE SHEET.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10 | ONLY
                                         IN THE EVENT OF FILING THE CONSOLIDATED REPORT, ATTACH THE LIST OF THE CONSOLIDATED COMPANIES.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------















|                                                                                                                                                                                               | PROCEDURE CARD | Folio: 201302830
        to: 201302830
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------------------------------
|                                                                                                                                                                                               |               
|                                                                                                                                                                                               |               
|Company: NSC GLOBAL, S.A. DE C.V.
        Proceeding: Renewal with the RNIE B) Mex. Company with Foreign
        Investment.
        The procedure will be ready on: 24/04/2013 at 14:00 hours


























|Exhibit P | Exhibit 10.32.4
|--------- | ---------------





Deed No. 2538

Volume No. 38

Page No. 292

Notary No. 2

Mr. Francisco Díaz Martínez

Tijuana, B. Cfa.



--- TWO THOUSAND FIVE HUNDRED THIRTY EIGHT-------------------------------------



--- In Tijuana, Baja California, on the
twenty-fourth day of August, nineteen fifty three, before me, Mr. Francisco Díaz Martínez, Notary Public Number Two,
with exercise in this jurisdiction, appeared Mr. Francisco Gómez Pereyra, married, Mexican by birth, native of Santiago
Ixcuintla Nayarit, forty three years of age, and with domicile in Ejido Mazatlán, of the jurisdiction of El Rosarito, passing
through this city and in compliance with the payment of Income Tax. I, the authorizing Notary, attest the knowledge and legal capacity
of the appearing party, and that he stated: That for purposes of its formalization, he shows, in four useful pages, a certified
copy issued by Mr. Francisco Aurelio Carrasco Villar, in his capacity as Agrarian Delegate, dated October twenty-two, nineteen
fifty, related to the resolution, by means of which several neighbors of the town of El Rosarito, currently Mazatlán, are
provided with a surface of four thousand six hundred and seventy one hectares sixty areas, to incorporate the Ejido Mazatlán.
The undersigned authorizing Notary certifies and attests to have at sight the referred certified copy, which is attached to the
Appendix of this Volume under the same number of these minutes and the letter “A”, in order for it to be inserted in
the official transcript of this deed that shall be issued, which I authorize as of this moment, since it does not cause taxes other
than the Stamp Tax corresponding to the Protocol. I attest. F. Gomez. Signed. Before me. Francisco Diaz Martinez. Signed. A seal
with the National Emblem in the center that reads: United Mexican States. Mr. Francisco Diaz Martinez. Notary Public Number 2.
Tijuana, B. Cfa. ------















-------------------------------------------FROM
THE APPENDIX:-----------------------------------



-------- LETTER “A”:- CERTIFIED
COPY;---------------------------------------------------------------- A seal with the National Emblem in the center that reads:
United Mexican States.- Agrarian Department.- In the heading.- Number.- Reference.- File.- Office.- Section.- Matter.- Having reviewed
the file of granting of ejidos filed by the neighbors of the town of “El Rosarito”, currently MAZATLÁN. Tijuana
Delegation, of the Northern Territory of Baja California, and --------------------------------------------------



--- FIRST WHEREAS:- By means of the writ
dated February 23, 1937, the neighbors of the corresponding population center requested the granting of ejidos, as they do not
have lands of their own to satisfy their needs. -----------------------------



--- SECOND WHEREAS:- Once the request was
delivered to the Mixed Agrarian Commission of the Northern Territory of Baja California, this authority initiated the respective
file, having made the corresponding publication in the Official Gazette of the Territory number 9, Volume L, on March 30 of the
same year. -----------------------













--- THIRD WHEREAS:- The mentioned Mixed
Agrarian Commission proceeded to the integration of the general and agricultural and livestock census, which procedure, previous
legal procedures, was carried out August 24 of the same year, being the census board integrated by Mr. Ricardo Vázquez López
and Guillermo P. González, as representatives of the Mixed Agrarian Commission and neighbors of the requesting town, having
the census 163 residents, 59 heads of family and 103 people with capacity, Notwithstanding that the corresponding notifications
were sent to the owners allegedly affected in accordance with the provisions of article 64 of the Agrarian Code, none of them appeared
to the corresponding procedure.------



--- FOURTH WHEREAS:- That in the report
that the Engineer Ricardo Vazquez, commissioned by the Agrarian Department Office to collect the data referred to in article 63
and other related articles of the Agrarian Code in force, submitted in this file, as well as in the antecedents registered therein
and the corresponding map, all the necessary data for the resolution of this file is included.--------------------------------



--- FIFTH WHEREAS:- Within the legal term
for challenging the census, submitting evidence and filing allegations, the accumulated and joint successions of Messrs. Joaquín,
José, Arcadio, Juan, Jesús, Rafael, Maria Antonia, Guadalupe, Juana, Rosa and José del Carmen Machado, no
allegations in defense of their interests were filed.------------------------------------------------------------------------------------------------



--- SIXTH WHEREAS:- Upon compliance of
the remaining legal filings, the Mixed Agrarian Commission in the Northern Territory of Baja California, approved the opinion prepared
by Mr. Jose Antonio Viadas, proposing the granting of ejidos to the applicants, during its meeting held on November 23, 1937.---------------------------













--- SEVENTH WHEREAS:- Having submitted
the opinion referred to in the immediately preceding whereas to the consideration of the Governor of the Northern Territory of
Baja California, this officer issued a possessory order, which in the relevant part, reads: “FIRST RECITAL: The basis of
this resolution, will be the presidential decree dated March 14 of this year, which sets forth the manners to which the filing,
resolution and execution of the agrarian files of the Northern Territory of Baja California, shall abide, which decree has been
transcribed in several files of the region for the knowledge of the parties, and a copy of which shall be attached to the corresponding
file for the applicable effects.- SECOND RECITAL: The capacity of the petitioning population center to obtain the granting of ejidos,
has been evidenced by proving the existence of 103 people with capacity, who lack the necessary land to be able to attend their
needs and by not being included in the exceptions referred to in article 42 of the Agrarian Code.- THIRD RECITAL: Based on the
report of the commissioned Engineer and the corresponding term, it is evidenced that the only property that shall be affected in
this case, is that of the accumulated and joint successions of Messrs. Joaquín, José, Arcadio, Juan, Jesús,
Rafael, Maria Antonia, Guadalupe, Juana, Rosa and José del Carmen Machado, which has an extension of 19,311-71 hectares,
according to the data of the Public Registry of Property of the city of Tijuana, from which, subtracting the 4671-60 hectares that
are necessary for the granting to the corresponding town, still maintains a surface greater than the one set by the Agrarian Law
as the minimum property that cannot be affected. With respect to the quality of the affectable land, for the reasons and considerations
that have been explained in detail in all the files resolved to this date, it is irrevocably concluded that such are uncultivated
lands, thus such considerations must be referred to in this file.- FOURTH RECITAL: That from the antecedents provided by the Public
Registry of Property, it is evidenced that although the extension of land in question has been transferred to different owners,
such property transfers are not legally evidenced by the necessary judicial adjudications, resulting from the corresponding successor
proceedings, especially since the Office itself states that said property has not been disjointed, thus having to consider it as
an undivided property, without taking into consideration the allegations filed for such reason, Following the line of conduct outlined
by the President of the Republic and in order to avoid evicting the current occupants from the places occupied by them, it is deemed
convenient to set a protection zone of 20 hectares for each of the following persons, and which filed documents and deeds evidencing
that they are the current owners of several parts of the plot “El Rosarito”, not being possible to respect all the
lands, since in accordance with the data provided by the Public Registry of Property, such is not disjointed. The location of the
20 hectares to be set as protection zone for each individual shall be established in the part where their residences are located.
Angel Smith, Manuel Machado, Francisco Machado, Lugarda Machado, Virginia Machado, Rosario Simplicia Machado, Josefa Machado, Dominga
Arce de Machado, José M. Gutierrez, Eduardo Grosthwite, Eusebio Gilbert, Virginia Machado Vda. De Ames, David León
Machado, Ana Maria Agruz, Enrique Grosthwite, Guillermo Grosthwite, Roberto Grosthwite, Emilia V. de Vertasini, Leonor Grosthwite,
Maria G. de Ballesteros, Inocente Policarpo Machado, Antonio Silvestre Machado, Elías Machado, Marcos Machado and Maria
Machado de Crosthwite. -----------------------------------------------------------------------------













--- FIFTH RECITAL:- In order to determine
the amount of the grant and in connection with the paragraph IV of the presidential decree dated March 14, which provides taking
in consideration the weather and agricultural conditions and other concurrent for the support of a rural family of the Northern
Territory of Baja California.- The Engineer commissioned to collect the data referred to in article 63 of the Agrarian Code in
force, evidences in his report, in a sufficient manner, that the necessary surface must be of at least 20 hectares per individual,
but in this case and given the conditions of the land in question, it is absolutely necessary to increase it to 40 hectares, as
such may produce the amount of $2510.00 necessary for the support a rural family. Due to the exposed considerations and legal provisions
and based in articles 10, 70, 7 and other related articles from the Agrarian Code in force, the undersigned Governor of the Northern
Territory of Baja California, RESOLVES:- First.- The request for ejidos dated March 25 of this year, filed by the neighbors of
the town called “EL ROSARITO”, Delegation of Tijuana, Northern Territory of Baja California, is viable.-------------------------------------------------



--- SECOND: It is viable to grant, and
the neighbors of such place are granted with a surface of 4671-60 hectares FOUR THOUSAND SIX HUNDRED AND SEVENTY ONE HECTARES SIXTY
AREAS, of uncultivated land that shall be distributed as follows: 4180 hectares for the 103 individuals with capacity including
the school plot and the urbanized area and the rest for common uses. Said surface will be entirely taken from the lands of the
property of the joint successions of Messrs. Joaquín, José, Arcadio, Juan, Jesús, Rafael, Maria Antonia, Guadalupe,
Juana, Rosa and José del Carmen, all of them with the last name Machado, which are sufficient to satisfy the needs of the
applicants. -----------------------------------------------



--- THIRD: The lands subject matter of
this granting are transferred to the benefited town with all their uses, actions, customs and easements, being the ejidatarios
obliged to establish and preserve in good traffic conditions, the local roads in the part concerning them.---------------------------------------------------------------------------------



--- FOURTH: Deliver this resolution and
the corresponding file to the Mixed Agrarian Commission for its enforcement and comply the other legal formalities. BE PUBLISHED.-
Issued in the Palace of the Executive Branch of the Government of the Northern Territory of Baja California, in Mexicali, B.C.,
on November twenty-three, nineteen thirty seven. THE GOVERNOR OF THE TERRITORY. LIEUT. COLONEL RODOLFO SÁNCHEZ TABOADA.
Signature. GENERAL SECRETARY. Mr. ESTEBAN FLORES DIAZ. Signature.-...”------------------------------



--- EIGHTH WHEREAS: The possessory order
referred to in the preceding seventh whereas, published in the Official Gazette of the Northern Territory of Baja California, of
November 30, 1937, number 33, Volume L. was executed on the 27th day of the same month and year, according to the minutes attached
to the file. ------



--- NINTH RESOLUTION: As evidenced in the
copy corresponding to the notification certificate attached to the corresponding file, it was attested that on July 13 of this
year, the corresponding file was sent to the Agrarian Department for its review. Having the Agrarian Department received the file
and considering the statement by the Delegate of the Agrarian Department in Mexicali, Baja California, which indicates that a 20
hectares zone shall be set for the possessors Rosario Campoy Vda. De Ortiz, María Moreno de Samayoa and the Radio Station
“Rosarito Beach Country Club”, the Agrarian Consulting Body issued its opinion and. ---- FIRST RECITAL:- The capacity
of the applicant town to obtain Ejidos was evidenced with the existence of 103 individuals entitled to grants, who lack the essential
land to satisfy their needs, on the other part, such population center is not comprised in any of the exceptions referred to in
article 42 of the Agrarian Code.----



--- SECOND RECITAL:- Having delivered the
file to the Agrarian Department, without any of the parties having filed new points of view before such authority, no further analysis
on the aspects that were studied in the possessory order issued on November 23, 1937 by the Governor of the Northern Territory
of Baja California is necessary.------------------------------------------------------------------------------------------------



--- THIRD RECITAL:- Considering the factual
situation existing among several possessors by virtue of acquired possessions and in order for them not to be evicted from the
occupied possessions, a 20 hectares zone shall be set in the part occupied by their inhabitants.-----------------------------------------------------------------------













--- FOURTH RECITAL: Consequently and according
to Articles 27 of the General Constitution of the Republic, 21, 42 subsection B), construed in the contrary sense, 49 and other
related articles of the Agrarian Code, it is viable to confirm the possessory order, for its own basis, which are legal, thus the
undersigned President of the Mexican United States, prior opinion from the Agrarian Department, resolves:---------------------------------------------------------------------------------



--- FIRST:- The granting requested by the
neighbors of the town of EL ROSARITO, currently MAZATLÁN, Delegation of Tijuana of the Northern Territory of Baja California,
is viable.------------------------------------------------------------------------------------



--- SECOND:- The resolution issued on this
matter by the Governor of the Northern Territory of Baja California, on November 23, 1937, is confirmed in its terms.---------



--- THIRD:- The neighbors of the town of
EL ROSARITO, currently MAZATLÁN, are granted a surface of 4671-60 hectares of uncultivated land that will be entirely taken
from the accumulated and joint successions of Messrs. Messrs. Joaquín, José, Arcadio, Juan, Jesús, Rafael,
Maria Antonia, Guadalupe, Juana, Rosa and José del Carmen Machado, which are sufficient to satisfy the needs of the applicants,
the urbanization area and the school plot.----------------------------------------













--- The mentioned surface will be transferred
to the benefited town with all its uses, accessions, customs and easements, being located in accordance with the map approved by
the Agrarian Department.-----------------------------------------------------------



--- FOURTH:- Upon execution of this resolution,
the protection zones of the buildings, hydraulic works and other constructions referred to in Article 54 of the Agrarian Code in
force, must be set out.---------------------------------------------------------



--- FIFTH:- To cover this granting, the
expropriation of the mentioned lands is ordered, maintaining safe the rights of the interested parties to claim the corresponding
indemnification in accordance with the Law.--------------------------------



--- SIXTH:- This resolution must be considered
as a common title for purposes of protecting and defending the complete extension of the terms included in it, in favor of the
benefited land, which neighbors are obliged: a).- To submit themselves to the provisions on management of ejidos and economic,
agricultural and social organization issued by the Federal Government.----------------------------------------------



--- b).- To build and preserve in good
traffic conditions, the local roads in the part concerning them.---------------------------------------------------------------------------------------



--- c).- To comply with the provisions
issued by the Forestry Department regarding the conservation, restoration, propagation and exploitation of its forests and woodlands.-----------------------------------------------------------------------------------------------













--- SEVENTH:- The amendments suffered by
the real estate affected by this expropriation, and this resolution, shall be registered in the National Agrarian Registry and
this resolution shall be published in the Official Gazette of the Federation and in the Official Gazette of the Northern Territory
of Baja California, notify and enforce.--- Issued in the Palace of the Executive Branch of the Union of Mexico on the seventeenth
day of August, nineteen thirty eight.--------------------------



LAZARO CARDENAS.- Signature.- Constitutional
President of the United Mexican States.- Gabino Vázquez, Signature.- Chief of the Agrarian Department.- Signature.- This
copy is duly compared against its original.- Effective Voting. No Reelection.- Mexico, D.F., on September 12, 1938.- The Comptroller
of the Agrarian Department. Mr. Salvador Teufer.- Signature. This copy was obtained from the original and certified. Mexicali,
B.C., on October 22, 1950. The Agrarian Delegate. Mr. Francisco Aurelio Carrasco Villar. Signed. A seal with the National Emblem
in the center that reads: United Mexican States. Federal Executive Branch. Mexico. Agrarian Department Delegation in Mexicali,
B.C.-Mex.---------------



--- LETTER “B”: ------------------------
STAMP NOTE -------------------------------------------



--- DEED NUMBER 2538.- Volume 38.- Letter
“B” August 24, 1953.- CHIEF OF THE FEDERAL OFFICE OF FINANCE:- Present. The deed with the abovementioned number, volume
and date, which contains the following transactions, was executed: FORMALIZATION of the certified copy issued by the Agrarian Department
with respect to the granting of Ejidos for the plot El Rosarito of this jurisdiction, currently Mazatlán.------------------------------------------------------------



--- GRANTORS:- Mr. FRANCISCO GÓMEZ
PEREYRA, who stated being Mexican by birth and not causing Income Tax.- The instrument was authorized immediately by the undersigned
since it since it does not cause taxes other than the Stamp tax corresponding to the protocol.- The Notary Public Number Two.-
Mr. Francisco Díaz Martinez.- signed.- A seal with the National Emblem in the center that reads: United Mexican States.-
Mr. Francisco Díaz Martínez.- Notary Public Number Two.- Mexicali, B. Cfa.--------------------------------------------------------------------------------













--- Registry Number 1664. A seal with the
National Emblem in the center that reads: United Mexican States.- Ministry of Finance.- Federal Office of Finance.- Tijuana, B.C.-
Stamp Tax.---------------------------------------------------------------------



-----------------------------------------
MARGINAL NOTES -----------------------------------------------



--- Number 2558.- Formalization.- A signature.-------------------------------------------------



--- Mr. Francisco Gómez Pereyra.
A signature.-------------------------------------------------



--- Tijuana, B. Cfa, on August 28, 1953.
Today, under the same number of this deed and the letter “B”, the notice sent to the Federal Office of Finance of this
place is attached to the Appendix of this Volume. A signature. ---------------------------



--- Tijuana, B. Cfa., on August 29, 1953.-
Today, I issued the first official transcript of the public deed of the center for its use by Mr. Francisco Gómez Pereyra,
in five pages. A signature.------------------------------------------------------------------------------------



--- IN ITS ORDER, THIRD OFFICIAL TRANSCRIPT
OF THE INSERTED DEED, IN SIX USEFUL PAGES DULY COMPARED, CORRECTED, STAMPED AND SEALED AND ARE ISSUED FOR THE USE BY THE INTERESTED
PARTY, MEXICALI, BAJA CALIFORNIA, ON JANUARY NINE, NINETEEN SIXTY FIVE.----





| | The Chief of the Judicial Archive in charge of the General Archive of Notaries of the State.
| | --------------------------------------------------------------------------------------------
| |                                                                                             
| | (illegible signature)                                                                       
| | MR. LUIS BLANCO CAMPO.                                                                      













I ATTEST AND CERTIFY: THAT THE DATA CONTAINED
HEREIN, IS FAITHFULLY CONSISTENT WITH THE CARBON COPIES, RELATED TO THE THIRD OFFICIAL TRANSCRIPT OF THE PUBLIC DEED NUMBER 2538,
VOLUME 38, NOTARY PUBLIC NUMBER TWO OF THIS JURISDICTION , STAMPED AND SEALED, ISSUED BY THE CHIEF OF THE JUDICIAL ARCHIVE, IN
CHARGE OF THE GENERAL ARCHIVE OF NOTARIES OF THE STATE, OF THE CITY OF MEXICALI, BAJA CALIFORNIA, WITH WHICH I COMPARED IT, WHICH
WAS ATTESTED IN THE DEED NUMBER 41,237 OF THE VOLUME 587 OF THIS DATE. I ATTEST.



TIJUANA, B. CFA., ON SEPTEMBER 10, 1996.

THE NOTARY PUBLIC NUMBER FIVE.

(illegible signature)

MR. JOSÉ ROMÁN LEYVA MORTERA.



MR. LUIS A. DURAZO BAZUA, PRINCIPAL OF
THE NOTARY PUBLIC NUMBER ONE, OF THIS MUNICIPALITY, ------------------------------------------------------------------------------------------------------------------
ATTESTS ------------------------------------------------That this photocopy consisting of 7 useful pages, is a faithful reproduction
of the photocopy against which I compared it, pursuant to the deed of this same date Number FIVE THOUSAND SIX HUNDRED AND SIXTY
THREE, Volume FIFTY THREE, of the Protocol of this Notary. Playas de Rosarito, Baja California, on the thirteenth day of November,
two thousand one. I attest.-------------------------------------





(illegible signature)

Mr. Luis A. Durazo Bazua.

NOTARY PUBLIC NUMBER ONE.













MR. LUIS A. DURAZO BAZUA, PRINCIPAL OF
THE NOTARY PUBLIC NUMBER ONE, OF THIS MUNICIPALITY, ------------------------------------------------------------------------------------------------------------------
ATTESTS ------------------------------------------------ That this photocopy consisting of 7 useful pages, including the one corresponding
to this certification, is a faithful reproduction of the copy certified by Mr. José Román Leyva Mortera, Notary Public
Number Five, of Tijuana, Baja California, against which I compared it, pursuant to the deed of this same date Number TWO THOSAND
SEVEN HUNDRED AND SEVENTY SEVEN, Volume THIRTY ONE, of the Protocol of this Notary. Playas de Rosarito, Baja California, on the
first day of April, two thousand.------------------------------------------------------------------------------------



(illegible signature)

Mr. Luis A. Durazo Bazua.

NOTARY PUBLIC NUMBER ONE.















|Exhibit Q | Exhibit 10.32.4
|--------- | ---------------





NATIONAL AGRARIAN REGISTRY



| | SRA                            
| | -------------------------------
| |                                
| | MINISTRY OF THE AGRARIAN REFORM











NATIONAL AGRARIAN REGISTRY

BAJA CALIFORNIA DELEGATION



CERTIFICATE OF APPROVAL OF

THE CHANGE OF REPRESENTATIVE BODIES



WHEREAS.- THE REGISTRATION APPLICATION
NUMBER 3714, DATED JULY 22, 2010 FOR THE CHANGE OF REPRESENTATIVE BODIES BELONGING TO THE EJIDO “MAZATLÁN”,
OF THE MUNICIPALITY OF PLAYAS DE ROSARITO OF THIS FEDERAL ENTITY, SUBMITTED BY MR. RAMON LEON FLORES, IN THE COMMON
FILING OFFICE ATTACHED WITH THE FOLLOWING ORIGINAL



DOCUMENTATION:



-FIRST CALL

-MINUTES OF THE MEETING

-ATTENDANCE LIST

-EVIDENCE OF PAYMENT OF DUTIES



BASED IN ARTICLES 1, 4, 25, SECTIONS I,
26, 35, 37, 56, OF THE INTERNAL REGULATIONS OF THE NATIONAL AGRARIAN REGISTRY, THE REGISTRAR PROCEEDED TO CARRY OUT THE EVALUATION
BY MEANS OF THE ANALYSIS AND EXAMINATION OF THE DOCUMENTATION SUBMITTED, RESULTING IN THE FOLLOWING:



RECITALS:



FIRST.-THAT THE AFOREMENTIONED
SUBMISSION OF THE APPLICATION FOR REGISTRATION OF THE CHANGE OF REPRESENTATIVE BODIES, DULY FULFILLS THE REQUIREMENTS ESTABLISHED
IN ARTICLE 55 OF THE INTERNAL REGULATION OF THE NATIONAL AGRARIAN REGISTRY.











SECOND.-THAT THE FIRST CALL,
DATED JUNE 25, 2010, ISSUED IN ACCORDANCE WITH THE FORMALITIES AND REQUIREMENTS ESTABLISHED IN ARTICLES 24 AND 25 OF THE
AGRARIAN LAW.



THIRD.-THAT THE DEPARTING REPRESENTATIVE BODIES OF THE
EJIDO POPULATION CENTER ARE:



EJIDO
BOARD



|PRESIDENT: | RAMON LEON FLORES             
|---------- | ------------------------------
|SECRETARY: | DAVID CORDERO VICTORIO        
|TREASURER: | MARCO ANTONIO GONZALEZ PITONES



EJIDO
INSPECTION BOARD



|PRESIDENT: | JOSE MARIO GONZALEZ ORTIZ  
|---------- | ---------------------------
|SECRETARY: | DORA MARIA ESQUIVEL MACHADO
|SECRETARY: | GULMARO ANTONIO RUIZ CUEVAS



FOURTH.- THAT THE MINUTES OF
THE MEETING DATED JULY 8, 2010, MEETS EACH AND ALL THE FORMALITIES ESTABLISHED IN ARTICLES 26, 27, 30 AND 31 OF THE
AGRARIAN LAW.



FIFTH.-IT IS ESTABLISHED THAT,
ONCE ALL THE FORM, SUBSTANCE AND VALIDITY REQUIREMENTS WERE FULFILLED, THE WHITE SLATE IS DECLARED AS WINNER, RESULTING
IN THE INTEGRATION OF THE REPRESENTATIVE BODIES BY THE FOLLOWING MEMBERS OF THE EJIDO AND IN ACCORDANCE WITH ARTICLES 32, 33, 34,
35, 36, 37, 38, 39 AND 40 OF THE AGRARIAN LAW.











EJIDO
BOARD



|PRINCIPALS                    |           | ALTERNATES               
|----------------------------- | --------- | -------------------------
|ENRIQUE ESQUIVEL HAROS        | PRESIDENT | JOSE MARIA RUIZ HERNANDEZ
|ERNESTO CRUZ TRONCOSO SANCHEZ | SECRETARY | LIDIA ESQUER VILLA       
|JORGE GONZALEZ HERRERA        | TREASURER | JESUS CONTRERAS DUARTE   



EJIDO
INSPECTION BOARD



|PRINCIPALS              |           | ALTERNATES                      
|----------------------- | --------- | --------------------------------
|ARTURO CORDERO VICTORIO | PRESIDENT | MARIA DE LOS ANGELES LEON FLORES
|ALFONSO RAMIREZ MACHADO | SECRETARY | CELIA GALLARDO REYES            
|FELIX MINJARES VASQUEZ  | TREASURER | JESUS CONTRERAS DUARTE          



SIXTH.-THAT THE PAYMENT MADE FOR
THE REGISTRATION DUTIES, CORRESPONDS TO THE AMOUNT INDICATED IN THE FEDERAL DUTIES LAW.



SEVENTH.-THAT NO DOCUMENT CONTAINING
RECORDABLE ACTS OPPOSING TO THE DOCUMENT WHICH REGISTRATION IS REQUESTED, HAS BEEN PREVIOUSLY SUBMITTED.



IN VIEW OF THE FOREGOING AND PURSUANT TO
ARTICLES 2, 10, 11, 23, SECTION III, 24, 25, 26, 27, 30, 31, 50, 108, 148, 150, 152 SECTION VIII OF THE AGRARIAN LAW, ARTICLES
1, 4, 25, SECTIONS I, 26, 35, 37, 56 OF THE INTERNAL REGULATIONS OF THE NATIONAL AGRARIAN REGISTRY, IT IS EVIDENCED THE FOLLOWING:











APPROVAL:



FIRST.- THE REGISTRATION OF THE
MINUTES RELATED TO THE CHANGE OF REPRESENTATIVE BODIES OF THEEJIDO “MAZATLÁN” OF THE MUNICIPALITY OF
PLAYAS DE ROSARITO, OF THIS FEDERAL ENTITY, IS VIABLE, SINCE THE FORM, SUBSTANCE AND VALIDITY REQUIREMENTS ARE MEET.



SECOND.-THE REGISTRATION IN THE
RESPECTIVE INTERNAL CONTROLS IS ORDERED.



THIRD.-CONSEQUENTLY, ISSUE THE
IDENTIFICATION CARDS CORRESPONDING TO THE ELECTED REPRESENTATIVE BODIES, WITH EXPIRATION OF THEIR DUTIES ON JULY 8, 2013.



FOURTH.-ONCE THE REGISTRATION IS
CARRIED OUT AND THE DOCUMENTATION IS NUMBERED IN THE REVERSE OF THE LAST PAGE, STAMP THE REGISTRATION AGENDA AND SEND IT TO THE
COMMON FILING OFFICE.



FIFTH.-NOTIFYTHIS EVALUATION
TO THE INTERESTED PARTIES THROUGH THE GAZETTE OF THE REGISTRY.



THE HEAD OF THE DELEGATION IS REQUESTED
TO OPEN THE CORRESPONDING FOLIO.



MEXICALI, BAJA CALIFORNIA, ON JULY 28,
2010.



THE INTEGRAL REGISTRAR



(ILLEGIBLE SIGNATURE)

MS. JUDITH GPE. IBARRA BARRON











FOLIO _______________________



PROCEDURE APPLICATION



MR. JUAN CARLOS MOLINA TORRES

STATE DELEGATE OF THE

NATIONAL AGRARIAN REGISTRY

PRESENT.

Date: July 22 2010 10:29 AM__



I, _Manuel García Estrada_________;
marital status ○ Single ○ Married, residing in ___________________, Municipality of ____________, Baja California,
with telephone number _______________ hereby, respectfully request to You, to issue at my expense the filing mentioned below:

In accordance with article 19 of the Administrative
Procedure Law, I authorize __________________________ to obtain the filing on my behalf and representation.

|CERTIFICATES
|------------

In the name of: ____________________________________________________________________________________

Type:○
Validity of Duties ○
Of successors                 ○ List of Ejidatarios

For:□ CNA               □ SAGARPA               □ IMSS               □ Financier Rural           □ To whom it may concern

Ejido: ______________________________________ Municipality of: ___________________________, Baja California

Others: __________________________________________________________________________________________

In substitution: ___________________________________________________________________________________

Rearrangement in the Neighborhood: ___________________________	Lot
Number: ________________________

Hectares: _______________________________________________
Total Number of Certificates: __________________

|CERTIFIED COPIES OF THE FOLLOWING DOCUMENTATION
|-----------------------------------------------

1. _______________________________________________________________________________________________

2. _______________________________________________________________________________________________

3. ______________________________________________________
Total Number of Pages: ____________________

|CERTIFIED COPIES OF MAPS
|------------------------



|○ Internal of the Polygon Number __________    | ○ Individual of the Plot ____________         
|---------------------------------------------- | ----------------------------------------------
|○ Of Human Settlement                          | ○ Of Condominium                              
|○ Of Granting                                  | ○ Contribution of Land to a Mercantile Company
|○ Of Common Use ______________________________ | Total Number of Blueprints: __________        



|REGISTRATIONS
|-------------



|○ Meeting Minutes of Several Agreements                   | ○ Minutes of Acceptance and Separation of an Ejido Member
|--------------------------------------------------------- | ---------------------------------------------------------
|(XX) Minutes of Representative Bodies                     | [XX] Change □ Removal □ Restructuration                  
|○ Resolution of the Agrarian Unitary Court                | Issuance: □ Shared Use □ Parcel □ Solar                  
|District:       □ 2       □ 48         Number: __________ | Plot Number: ___________                                 
|○ Minutes of Internal Regulations                         | ○ Minutes of Amendment to the Internal Regulations       
|○ Minutes of Full Ownership                               | ○ Transfer of Rights                                     
|○ Individual Freehold Application                         | Parcel Cert. Number: _________ Parcel(s): ___________    

○ Others: _______________________________________________________________________________________

|Contracts:                                                                   | □ parcel    
|---------------------------------------------------------------------------- | ------------
|○ Assignment of Rights or Transfer      ○Lease             ○ Easement of Way | □ Common Use



|OTHERS
|------

○ Issuance of Certificate:□
Parcelary                               □
Common Use                               □
Solar

Parcel
Number: ___________        Lot Number: ___________        Block:
___________

○ Replacement of Certificate○
Evidence of Location of Premises

○Title Modification in:___________
                ○ Registry
of Successors○
Opening of Envelope

|OBSERVATIONS
|------------

Photographs are attached______________________________________________________________________



|Ejido: Mazatlán. | Municipality: Playas de Rosarito, Baja California
|---------------- | -------------------------------------------------
|                 | Received by: _________________                   



(Illegible signature)

SIGNATURE OF THEAPPLICANT











MAZATLAN

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

P.O. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



FIRST CALL



IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 35, 37, 38, 39, 40 AND OTHER RELATED ARTICLES OF THE AGRARIAN LAW
IN FORCE, BY THIS MEANS THE EJIDO BOARD IN OFFICE



C A L L S



ALL THE EJIDO MEMBERS FROM THE EJIDO POBLADO
MAZATLAN, OF THE MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA, IN FULL EXERCISE OF THEIR AGRARIAN RIGHTS TO ASSIST
TO THE ELECTION MEETING OF THE EJIDO BOARD AND THE EJIDO INSPECTION BOARD, ITS PRINCIPALS AND ITS ALTERNATES WHO SHALL REPRESENT,
MANAGE, SUPERVISE AND ENFORCE THE RESOLUTIONS PASSED BY THE MEETING DURING THE LEGAL TERM COMPRISED FROM JULY 8, 2010 TO JULY 8,
2013; STRICTLY ABIDING TO ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATED
ARTICLES OF THE AGRARIAN LAW, WHICH SHALL BE HELD AT 10:00 HOURS OF JULY 8, 2010, IN THE “MUJER CAMPESINA” ROOM; USUAL
PLACE FOR THE EJIDO MEETINGS, WITH ADDRESS IN RENE ORTIZ STREET AND BENITO JUAREZ BOULEVARD, ZONA CENTRO OF THIS MUNICIPALITY,
WHICH SHALL BE SUBJECT TO THE FOLLOWING:



A G E N D A



1.- INTRODUCTION OF THE REPRESENTATIVE
OF THE AGRARIAN BUREAU AND THE NOTARY PUBLIC INVITED TO THE MEETING, THE FORMER ACTING AS GUARANTOR OF THE LEGAL VALIDITY OF THE
MEETING, AND THE LATTER TO ATTEST THE ACTS THAT TAKE PLACE, IN ACCORDANCE WITH THE AGRARIAN LAW.



2.- ATTENDANCE LIST VERIFICATION
BY THE SECRETARY OF THE EJIDO BOARD.



3.- STATEMENT, UNDER THE OATH OF
TELLING THE TRUTH, FROM THE PRESIDENT OF THE EJIDO BOARD TO THE REPRESENTATIVE OF THE AGRARIAN BUREAU, STATING THAT THE ATTENDING
INDIVIDUALS WHO ANSWERED DURING THE ATTENDANCE CALL ARE EJIDO MEMBERS OF THIS AGRARIAN CENTER, WITH VALID RIGHTS AND REGISTERED
IN THE REGISTRY OF EJIDO MEMBERS, UPDATED BEFORE THE NATIONAL AGRARIAN REGISTRY.



4.- VERIFICATION AND, IF APPLICABLE,
DECLARATION OF THE EXISTENCE OF THE LEGAL QUORUM AND THE INSTALLATION OF THE MEETING, PURSUANT TO ARTICLE 26 OF THE AGRARIAN LAW,
BEING PRESENT, AT LEAST, HALF PLUS ONE OF THE EJIDO MEMBERS, ALL OF THEM WITH VALID AGRARIAN RIGHTS.



5.- PROPOSAL, ELECTION AND, IF APPROPRIATE,
APPOINTMENT OF TWO EJIDO MEMBERS TO HOLD THE OFFICE OF EXAMINERS, FOR PURPOSES OF COUNTING THE VOTES DURING THE ELECTION MEETING.



6.- INTRODUCTION OF THE SLATES PARTICIPATING
IN THE ELECTION OF THE EJIDO BOARD AND THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES, AS WELL AS THE REGISTRATION THEREOF
BY THEIR REPRESENTATIVES.



7.- STATEMENT BY THE PRESIDENT OF
THE EJIDO BOARD, ASSISTED BY THE SECRETARY OF SUCH BODY, WITH RESPECT TO WHICH OF THE EJIDO MEMBERS COMPRISING THE SLATES MEET
THE REQUIREMENTS ESTABLISHED IN THE AGRARIAN LAW TO BE ELECTED TO THE OFFICES TO WHICH THEY ARE BEING PROPOSED.



8.- ACCORDING TO THE PROVISIONS
OF ARTICLES 23, SECTION III, 37, 38, 39, 40 OF THE AGRARIAN LAW, THE ELECTION OF THE EJIDO BOARD, PRINCIPALS AND ALTERNATES, THROUGH
DIRECT AND SECRET VOTE, SHALL BE CARRIED OUT IN ORDER TO, THEREAFTER, PROCEED TO THE PUBLIC AND IMMEDIATE REVISION BY THE ELECTED
EXAMINERS.



9.- STATEMENT BY THE EXAMINERS,
ON THE RESULT OF THE VERIFIED VOTING AND, IF APPLICABLE, STATEMENT OF THE PREVAILING SLATE WHICH OBTAINS THE MAJORITY VOTE TO COMPRISE
THE EJIDO BOARD, PRINCIPALS AND ALTERNATES.











10.- IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 23, SECTION III, 37, 38, 39, 40 OF THE AGRARIAN LAW, THE ELECTION OF THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES,
THROUGH DIRECT AND SECRET VOTE, SHALL BE CARRIED OUT IN ORDER TO, THEREAFTER, PROCEED TO THE PUBLIC AND IMMEDIATE REVISION BY THE
ELECTED EXAMINERS.



11.- STATEMENT BY THE EXAMINERS,
ON THE RESULT OF THE VERIFIED VOTING AND, IF APPLICABLE, STATEMENT OF THE PREVAILING SLATE WHICH OBTAINS THE MAJORITY VOTE TO COMPRISE
THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES.



12.- LEGAL SWEARING OF OFFICE BY
THE EJIDO BOARD AND THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES, ELECTED, FOR THE PERIOD COMPRISED FROM JULY 8, 2010
TO JULY 8, 2013, BY THE ATTENDING REPRESENTATIVE OF THE AGRARIAN BUREAU.



13.- CLOSING OF THE MEETING.



CONSIDERING THAT THIS IS THE FIRST CALL,
AND THAT IT SHALL DEAL WITH THE MATTERS MENTIONED IN ARTICLES 23 SECTION III, 37, 39, 40 OF THE AGRARIAN LAW, IT IS REQUIRED TO
LEGALLY INSTALL THE MEETING IN ORDER FOR SUCH TO PASS THE CORRESPONDING RESOLUTIONS, WITHIN THE AUTHORITY GRANTED BY THE MENTIONED
LAW IN ITS ARTICLES 25, 26, 27, AND PURSUANT TO ARTICLE 30, THE EJIDO MEMBER SHALL BE ABLE TO APPOINT A LEGAL REPRESENTATIVE.

SINCE ARTICLE 22 OF THE AFOREMENTIONED
LAW PROVIDES THAT THE EJIDO BOARD SHALL BE RESPONSIBLE FOR KEEPING SUCH CERTIFICATION UNTIL THE DAY OF THE MEETING, IN THE PLACES
DESIGNATED FOR PURPOSES OF PUBLICATION, WE HEREBY STATE OUR OBLIGATION TO COMPLY WITH THE MENTIONED LEGAL PROVISION.



EJIDO MAZATLAN, MUNICIPALITY
OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA, ON THE TWENTY FIFTH DAY OF JUNE OF 2010.





SINCERELY

“LAND AND FREEDOM”

SIGNATURES OF THE DEPARTING EJIDO BOARD
OF THE EJIDO MAZATLAN



|PRESIDENT             | SECRETARY             | TREASURER             
|--------------------- | --------------------- | ----------------------
|                      |                       |                       
|                      |                       |                       
|(illegible signature) | (illegible signature) | (illegible signature) 
|RAMON LEON            | DAVID CORDERO         | MARCO ANTONIO GONZALEZ
|FLORES                | VICTORIO              | PITONES               



THE PRESIDENT OF THE EJIDO INSPECTION
BOARD



PRESIDENT



(illegible signature)

JOSE MARIO GONZALEZ ORTIZ











| | EJIDO   |          |  | 
| | ------- | -------- |  | 
| | POBLADO | MAZATLAN |  | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

P.O. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



|MINUTES NUMER 21/2010 | Page One
|--------------------- | --------

MINUTES TAKEN IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATIVE ARTICLES OF THE AGRARIAN
LAW IN FORCE, ON THE OCCASION OF THE MEETING FOR THE ELECTION OF THE LEGAL REPRESENTATION, MANAGEMENT AND INSPECTION BODIES, PRINCIPALS
AND ALTERNATES, HELD ON JULY 8, 2010, IN THE EJIDO MAZATLAN, MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA.



AT 10:00 HOURS Of JULY 8, 2010, GATHERED
IN THE ROOM MUJER CAMPESINA, LOCATED AT RENE ORTIZ STREET AND BENITO JUAREZ BOULEVARD, ZONA CENTRO OF THIS MUNICIPALITY,
USUAL PLACE FOR HOLDING THE MEETINGS OF THE EJIDO CENTER MAZATLAN OF THE MUNICIPALITY OF PLAYAS DE ROSARITO, B.C., THERE MET THE
LEGAL REPRESENTATIVE BODIES OF THIS EJIDO, MESSRS. RAMON LEON FLORES, DAVID CORDERO VICTORIO AND MARCO ANTONIO GONZÁLEZ
PITONES, IN THEIR CAPACITY AS PRESIDENT, SECRETARY AND TREASURER, RESPECTIVELY, OF THE EJIDO BOARD; AS WELL AS JOSE MARIO
GONZALEZ ORTIZ, DORA MARIA ESQUIVEL MACHADO AND GULMARO ANTONIO RUIZ CUEVAS, AS PRESIDENT AND SECRETARIES OF THE INSPECTION
BOARD OF THE MENTIONED EJIDO; MR. LUIS A. DURAZO BAZUA, NOTARY PUBLIC NUMBER ONE OF THIS MUNICIPALITY, THE REPRESENTATIVE OF THE
AGRARIAN BUREAU, MR. ALBERTICO ROBLES CORONADO, AS WELL AS 79 EJIDO MEMBERS IN ADDITION TO EIGHT REPRESENTATIVES OF EJIDO MEMBERS
WITH PROXY LETTER, ONE ABSENCE; ALL ASSEMBLED WITH THE PURPOSE OF HOLDING THE MEETING CALLED BY THE EJIDO BOARD IN OFFICE, BY FIRST
CALL, ON JUNE 25, 2010, FOR THIS DATE, UNDER THE ITEMS OF THE FOLLOWING:



AGENDA:



1.- INTRODUCTION OF THE REPRESENTATIVE
OF THE AGRARIAN BUREAU AND THE NOTARY PUBLIC INVITED TO THE MEETING, THE FORMER ACTING AS GUARANTOR OF THE LEGAL VALIDITY OF THE
MEETING, AND THE LATTER TO ATTEST THE ACTS THAT TAKE PLACE, IN ACCORDANCE WITH THE AGRARIAN LAW.

2.- ATTENDANCE LIST VERIFICATION
BY THE SECRETARY OF THE EJIDO BOARD.

3.- STATEMENT, UNDER THE OATH OF
TELLING THE TRUTH, FROM THE PRESIDENT OF THE EJIDO BOARD TO THE REPRESENTATIVE OF THE AGRARIAN BUREAU, STATING THAT THE ATTENDING
INDIVIDUALS WHO ANSWERED DURING THE ATTENDANCE CALL ARE EJIDO MEMBERS OF THIS AGRARIAN CENTER, WITH VALID RIGHTS AND REGISTERED
IN THE REGISTRY OF EJIDO MEMBERS, UPDATED BEFORE THE NATIONAL AGRARIAN REGISTRY.

4.- VERIFICATION AND, IF APPLICABLE,
DECLARATION OF THE EXISTENCE OF THE LEGAL QUORUM AND THE INSTALLATION OF THE MEETING, PURSUANT TO ARTICLE 26 OF THE AGRARIAN LAW,
BEING PRESENT, AT LEAST, HALF PLUS ONE OF THE EJIDO MEMBERS, ALL OF THEM WITH VALID AGRARIAN RIGHTS.

5.- PROPOSAL, ELECTION AND, IF APPROPRIATE,
APPOINTMENT OF TWO EJIDO MEMBERS TO HOLD THE OFFICE OF EXAMINERS, FOR PURPOSES OF COUNTING THE VOTES DURING THE ELECTION MEETING.

6.- INTRODUCTION OF THE SLATES PARTICIPATING
IN THE ELECTION OF THE EJIDO BOARD AND THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES, AS WELL AS THE REGISTRATION THEREOF
BY THEIR REPRESENTATIVES.

7.- STATEMENT BY THE PRESIDENT OF
THE EJIDO BOARD, ASSISTED BY THE SECRETARY OF SUCH BODY, WITH RESPECT TO WHICH OF THE EJIDO MEMBERS COMPRISING THE SLATES MEET
THE REQUIREMENTS ESTABLISHED IN THE AGRARIAN LAW TO BE ELECTED TO THE OFFICES TO WHICH THEY ARE BEING PROPOSED.

8.- ACCORDING TO THE PROVISIONS
OF ARTICLES 23, SECTION III, 37, 38, 39, 40 OF THE AGRARIAN LAW, THE ELECTION OF THE EJIDO BOARD, PRINCIPALS AND ALTERNATES, THROUGH
DIRECT AND SECRET VOTE, SHALL BE CARRIED OUT IN ORDER TO, THEREAFTER, PROCEED TO THE PUBLIC AND IMMEDIATE REVISION BY THE ELECTED
EXAMINERS.











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



|MINUTES NUMER 21/2010 | Page Two
|--------------------- | --------

MINUTES TAKEN IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATIVE ARTICLES OF THE AGRARIAN
LAW IN FORCE, ON THE OCCASION OF THE MEETING FOR THE ELECTION OF THE LEGAL REPRESENTATION BODIES, PRINCIPALS AND ALTERNATES, HELD
ON JULY 8, 2010, IN THE EJIDO MAZATLAN, MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA.



9.- STATEMENT BY THE EXAMINERS,
ON THE RESULT OF THE VERIFIED VOTING AND, IF APPLICABLE, STATEMENT OF THE PREVAILING SLATE WHICH OBTAINS THE MAJORITY VOTE TO COMPRISE
THE EJIDO BOARD, PRINCIPALS AND ALTERNATES.

10.- IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 23, SECTION III, 37, 38, 39, 40 OF THE AGRARIAN LAW, THE ELECTION OF THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES,
THROUGH DIRECT AND SECRET VOTE, SHALL BE CARRIED OUT IN ORDER TO, THEREAFTER, PROCEED TO THE PUBLIC AND IMMEDIATE REVISION BY THE
ELECTED EXAMINERS.

11.- STATEMENT BY THE EXAMINERS,
ON THE RESULT OF THE VERIFIED VOTING AND, IF APPLICABLE, STATEMENT OF THE PREVAILING SLATE WHICH OBTAINS THE MAJORITY VOTE TO COMPRISE
THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES.

12.- LEGAL SWEARING OF OFFICE BY
THE EJIDO BOARD AND THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES, ELECTED, FOR THE PERIOD COMPRISED FROM JULY 8, 2010
TO JULY 8, 2013, BY THE ATTENDING REPRESENTATIVE OF THE AGRARIAN BUREAU.

13.- CLOSING OF THE MEETING.



THEREAFTER THE PREVIOUS AGENDA WAS DISCUSSED
IN THE FOLLOWING TERMS:



FIRST ITEM: IN HIS TURN TO SPEAK,
MR RAMÓN LEÓN FLORES, PRESIDENT OF THE EJIDO BOARD AND IN ACCORDANCE WITH ARTICLE 28 OF THE AGRARIAN LAW, IN ORDER
TO GIVE FORMALITY AND LAWFULNESS INTRODUCES MR. LUIS ARMANDO DURAZO BAZUA, NOTARY PUBLIC NUMBER ONE OF THIS MUNICIPALITY AND MR.
ALBERTICO ROBLES CORONADO, REPRESENTATIVE OF THE AGRARIAN BUREAU.



SECOND ITEM: BASED ON THE REGISTRY
OF EJIDO MEMBERS, THE SECRETARY OF THE EJIDO BOARD TOOK ATTENDANCE, ATTESTING THE ASSISTANCE OF 79 EJIDO MEMBERS PLUS EIGHT REPRESENTATIVES
OF EJIDO MEMBERS WITH PROXY LETTER, FROM A REGISTRY OF 88 EJIDO MEMBERS THAT COMPRISE THE EJIDO, ONE ABSENCE; ALL OF THEM WITH
THEIR AGRARIAN RIGHTS IN FORCE.



THIRD ITEM: THE PRESIDENT OF THE
EJIDO BOARD IN OFFICE, STATES TO THE NOTARY PUBLIC, MR. LUIS ARMANDO DURAZO BAZUA, AND TO THE REPRESENTATIVE OF THE AGRARIAN BUREAU,
MR. ALBERTICO ROBLES CORONADO, UNDER OATH OF TELLING THE TRUTH, THAT THE INDIVIDUALS MENTIONED IN THE ATTENDANCE LIST ARE EJIDO
MEMBERS WITH THEIR AGRARIAN RIGHTS IN FORCE IN THIS EJIDO, AND THOSE WHO ANSWERED AS BEING PRESENT ARE ACTUALLY WHO THEY CLAIM
TO BE.



FOURTH
ITEM: IN CONNECTION WITH THE VERIFICATION OF THE LEGAL QUORUM, A TOTAL OF 79 EJIDO MEMBERS PLUS EIGHT REPRESENTATIVES OF EJIDO
MEMBERS WITH PROXY LETTER, FROM A REGISTRY OF 88 EJIDO MEMBERS THAT COMPRISE THE MEMBERSHIP OF THIS EJIDO, WHICH ARE EQUAL TO A
99% ATTENDANCE; DUE TO THE FOREGOING, AND CONSIDERING THAT DURING THIS MEETING, THE MATTERS RELATED WITH THE ELECTION OF THE LEGAL
REPRESENTATION BODIES CONSIDERED IN ARTICLES 23, SECTION III, 37, 38, 39, 40 AND OTHER RELATED ARTICLES OF THE AGRARIAN LAW IN
FORCE SHALL BE DEALT WITH, SUCH IS DULY

















| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



|MINUTES NUMER 21/2010 | Page Three
|--------------------- | ----------

MINUTES TAKEN IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATIVE ARTICLES OF THE AGRARIAN
LAW IN FORCE, ON THE OCCASION OF THE MEETING FOR THE ELECTION OF THE LEGAL REPRESENTATION BODIES, PRINCIPALS AND ALTERNATES, HELD
ON JULY 8, 2010, IN THE EJIDO MAZATLAN, MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA.



INTEGRATED, IN COMPLIANCE WITH THE ALL
THE REQUIREMENTS ESTABLISHED IN ARTICLES 25, 26, 27, 30, 32 AND 33 SECTION III OF THE MENTIONED LAW, IN THIS RESPECT, THE PRESIDENT
OF THE EJIDO BOARD, MR. LEÓN RAMÓN FLORES, AT 10:30 HOURS, FORMALLY DECLARES THE MEETING AS INSTALLED, BEING AUTHORIZED
SUCH TO DISCUSS AND DECIDE ON THE ITEMS OF THE AGENDA OF THE CALL WHICH ORIGINATED IT.



FIFTH ITEM: FOR PURPOSES OF THE
CALL, TWO EJIDO MEMBERS WERE PROPOSED TO HOLD THE OFFICES OF EXAMINERS, SUCH BEING MESSRS. JUAN DIEGO TRUJILLO RAMÍREZ AND
JOSÉ ALONSO HAROZ BETANCOURT, RESPECTIVELY, EACH OF THEM BEING APPROVED BY 87 VOTES IN FAVOR 0 VOTES AGAINST THEM AND 0
ABSTENTIONS.



SIXTH ITEM: CONSIDERING THAT ON
THIS DATE, THE LEGAL TERM OF THE LEGAL REPRESENTATION BODIES OF THIS EJIDO EXPIRES, AND STRICTLY ABIDING TO ARTICLES 12, 16, 23,
SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 OF THE AGRARIAN LAW, THE PRESIDENT OF THE EJIDO BOARD IN OFFICE
INTRODUCED THE SLATES THAT SHALL PARTICIPATE IN THE ELECTION OF THE EJIDO BOARD AND THE EJIDO INSPECTION BOARD, PRINCIPALS AND
ALTERNATES, FOR THE LEGAL PERIOD FROM JULY 8, 2010 TO JULY 8, 2013.



THEREAFTER, MR. LUIS MORALES REYES, IN
REPRESENTATION OF THE RED SLATE, CARRIES OUT THE CORRESPONDING REGISTRATION, BEING REGISTERED AS FOLLOWS:



EJIDO BOARD



|          | PRINCIPALS                        | ALTERNATES              
|--------- | --------------------------------- | ------------------------
|PRESIDENT | OSCAR FRANCISCO SALAZAR SANTACRUZ | TIMOTEO CARRZACO BRISEÑO
|SECRETARY | LUIS MORALES REYES                | VICENTE LOAIZA          
|TREASURER | ISMAEL MARIANO ARCE MAYORAL       | JOSE REYNOSO RÍOS       



EJIDO INSPECTION BOARD



|              | PRINCIPALS                    | ALTERNATES            
|------------- | ----------------------------- | ----------------------
|PRESIDENT     | JESUS ARMANDO ESQUIVEL FIERRO | RENE ESQUIVEL MUÑOZ   
|1ST SECRETARY | GABRIEL MINJARES HERNÁNDEZ    | FÉLIX GONZÁLEZ MACHADO
|2ND SECRETARY | MARGARITA CORAL PÉREZ TORRES  | CELIA PÉREZ CHÁVEZ    











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



|MINUTES NUMER 21/2010 | Page Four
|--------------------- | ---------

MINUTES TAKEN IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATIVE ARTICLES OF THE AGRARIAN
LAW IN FORCE, ON THE OCCASION OF THE MEETING FOR THE ELECTION OF THE LEGAL REPRESENTATION BODIES, PRINCIPALS AND ALTERNATES, HELD
ON JULY 8, 2010, IN THE EJIDO MAZATLAN, MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA.



LIKEWISE, MR. ENRIQUE ESQUIVEL HAROS, IN
REPRESENTATION OF THE WHITE SLATE CARRIED OUT THE CORRESPONDING REGISTRATION, BEING REGISTERED AS FOLLOWS:



EJIDO BOARD



|          | PRINCIPALS                    | ALTERNATES               
|--------- | ----------------------------- | -------------------------
|PRESIDENT | ENRIQUE ESQUIVEL HAROS        | JOSE MARIA RUIZ HERNANDEZ
|SECRETARY | ERNESTO CRUZ TRONCOSO SANCHEZ | LIDIA ESQUER VILLA       
|TREASURER | JORGE GONZALEZ HERRERA        | JESUS CONTRERAS DUARTE   



EJIDO INSPECTION BOARD



|              | PRINCIPALS                      | ALTERNATES                      
|------------- | ------------------------------- | --------------------------------
|PRESIDENT     | PASCUAL ARTURO CORDERO VICTORIO | MARIA DE LOS ANGELES LEON FLORES
|1ST SECRETARY | ALFONSO RAMIREZ MACHADO         | CELIA GALLARDO REYES            
|2ND SECRETARY | FELIX MINJARES VAZQUEZ          | AURELIO HERNANDEZ LEDESMA       



LIKEWISE, MR. LEONARDO LORENZO TRONCOSO
GOMEZ, IN REPRESENTATION OF THE GREEN SLATE CARRIED OUT THE CORRESPONDING REGISTRATION, BEING REGISTERED AS FOLLOWS:



EJIDO BOARD



|          | PRINCIPALS                    | ALTERNATES                
|--------- | ----------------------------- | --------------------------
|PRESIDENT | ROBERTO ESQUIVEL FIERRO       | FELICIANO CORDERO VICTORIO
|SECRETARY | JESUS EUGENIO ALZALDE CARDOZA | GARCIA JOSE JESUS EPIFANIO
|TREASURER | MARGARITA GONZALEZ NIEVES     | ORTIZ LUNA MARIA CELIA    



EJIDO INSPECTION BOARD



|              | PRINCIPALS               | ALTERNATES           
|------------- | ------------------------ | ---------------------
|PRESIDENT     | GERARDO ESTRADA GONZALEZ | FAUSTINO VARELA GOMEZ
|1ST SECRETARY | GABRIEL GOMEZ MARTINEZ   | TOMAS RIOZ MACIAS    
|2ND SECRETARY | DAVID CIPRES TINOCO      | JUAN ALCALA GARCIA   



SEVENTH ITEM: THEREAFTER, THE PRESIDENT
OF THE EJIDO INSPECTION BOARD, RAMON LEON FLORES, ASSISTED BY THE SECRETARY OF SUCH BODY, DAVOD CORDERO VICTORIO, STATES TO THE
ATTENDING PARTIES THAT ELL THE INDIVIDUALS PROPOSED TO INTEGRATE THE SLATES THAT HAVE BEEN SUBMITTED, THEIR PRINCIPALS AND THEIR
ALTERNATES, FULLY MEET THE REQUIREMENTS SET FORTH BY THE AGRARIAL LAW TO ASPIRE TO THE OFFICES TO WHICH THEY HAVE BEEN PROPOSED.











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



|MINUTES NUMER 21/2010 | Page Five
|--------------------- | ---------

MINUTES TAKEN IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATIVE ARTICLES OF THE AGRARIAN
LAW IN FORCE, ON THE OCCASION OF THE MEETING FOR THE ELECTION OF THE LEGAL REPRESENTATION BODIES, PRINCIPALS AND ALTERNATES, HELD
ON JULY 8, 2010, IN THE EJIDO MAZATLAN, MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA.



EIGHTH ITEM: FOLLOWING THE AGENDA,
IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES 23 SECTION III, 37, 38, 39, 40 OF THE AGRARIAN LAW, THE ELECTION OF THE EJIDO BOARD,
ITS PRINCIPALS AND ALTERNATES, WAS CARRIED OUT THROUGH DIRECT AND SECRET VOTING, AND THEREAFTER, THE APPOINTED EXAMINERS CARRIED
OUT THE PUBLIC AND IMMEDIATE REVISION.



NINTH ITEM: THEREAFTER, THE EXAMINERS
INFORMED THE FOLLOWING RESULTS CORRESPONDING TO THE ELECTION OF THE EJIDO BOARD:

RED SLATE WITH 31 VOTES IN FAVOR

WHITE SLATE WITH 33 VOTES IN FAVOR

GREEN SLATE WITH 23 VOTES IN FAVOR

NULL 0 VOTES

PURSUANT TO THE PREVIOUS RESULTS, THE WHITE
SLATE IS DECLARED THE WINNER OF THE EJIDO BOARD, PRINCIPALS AND ALTERNATES, HAVING OBTAINED 33 VOTES IN FAVOR, WHICH VOTING REPRESENTS
37.93% OF THE EJIDO MEMBERS ATTENDING TO THIS VOTING ACT.



TENTH ITEM: IN ACCORDANCE WITH ARTICLES
23 SECTION III, 37, 38, 39 40 OF THE AGRARIAN LAW, THE ELECTION OF THE EJIDO INSPECTION BOARD, ITS PRINCIPALS AND ALTERNATES, WAS
CARRIED OUT THROUGH DIRECT AND SECRET VOTING, AND THEREAFTER, THE APPOINTED EXAMINERS CARRIED OUT THE PUBLIC AND IMMEDIATE REVISION.



ELEVENTH ITEM: THEREAFTER, THE EXAMINERS
INFORMED THE FOLLOWING RESULTS CORRESPONDING TO THE ELECTION OF THE EJIDO INSPECTION BOARD:

RED SLATE WITH 29 VOTES IN FAVOR

WHITE SLATE WITH 37 VOTES IN FAVOR

GREEN SLATE WITH 21 VOTES IN FAVOR

NULL 0 VOTES

PURSUANT TO THE PREVIOUS RESULTS, THE WHITE
SLATE IS DECLARED THE WINNER OF THE EJIDO INSPECTION BOARD, PRINCIPALS AND ALTERNATES, BY 42.52% OF THE EJIDO MEMBERS ATTENDING
TO THIS VOTING ACT.



TWELFTH ITEM: THEREAFTER, THE REPRESENTATIVE
OF THE AGRARIAN BUREAU, MR. ALBERTICO ROBLES CORONADO, LEGALLY SWORE THE ELECTED EJIDO BOARD AND THE EJIDO INSPECTION BOARD, PRINCIPALS
AND ALTERNATES, FOR THE TERM COMPRISED FROM JULY 8, 2010 TO JULY 8, 2013, WHICH SHALL COMMENCE ITS DUTIES AS FROM JULY 9, 2010,
INDIVIDUAL WHO SWORE TO COMPLY AND TO ENFORCE THE PROVISIONS OF THE GENERAL CONSTITUTION OF THE UNITED MEXICAN STATES, THE LAWS
ARISING THEREFROM, PARTICULARLY THE AGRARIAN LAW AND THE INTERNAL REGULATIONS OF THE EJIDO. SUCH BODIES WERE CONSTITUTED AS FOLLOWS:











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



|MINUTES NUMER 21/2010 | Page Six
|--------------------- | --------

MINUTES TAKEN IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATIVE ARTICLES OF THE AGRARIAN
LAW IN FORCE, ON THE OCCASION OF THE MEETING FOR THE ELECTION OF THE LEGAL REPRESENTATION BODIES, PRINCIPALS AND ALTERNATES, HELD
ON JULY 8, 2010, IN THE EJIDO MAZATLAN, MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA.



EJIDO BOARD



|          | PRINCIPALS                    | ALTERNATES               
|--------- | ----------------------------- | -------------------------
|PRESIDENT | ENRIQUE ESQUIVEL HAROS        | JOSE MARIA RUIZ HERNANDEZ
|SECRETARY | ERNESTO CRUZ TRONCOSO SANCHEZ | LIDIA ESQUER VILLA       
|TREASURER | JORGE GONZALEZ HERRERA        | JESUS CONTRERAS DUARTE   



EJIDO INSPECTION BOARD



|              | PRINCIPALS                      | ALTERNATES                      
|------------- | ------------------------------- | --------------------------------
|PRESIDENT     | PASCUAL ARTURO CORDERO VICTORIO | MARIA DE LOS ANGELES LEON FLORES
|1ST SECRETARY | ALFONSO RAMIREZ MACHADO         | CELIA GALLARDO REYES            
|2ND SECRETARY | FELIX MINJARES VAZQUEZ          | AURELIO HERNANDEZ LEDESMA       



THIRTEENTH ITEM: PER UNANIMOUS VOTE,
THE MEETING OF EJIDO MEMBERS OF THE EJIDO MAZATLAN FORMALLY REQUESTS TO THE NOTARY PUBLIC, MR. LUIS A. DURAZO BAZUA, TO CARRY OUT
THE CERTIFICATION CORRESPONDING TO THE MINUTES OF THIS MEETING, AS WELL AS OF THE ATTACHED DOCUMENTS, FOR ALL LEGAL PURPOSES, AND
THERE BEING NO OTHER MATTER TO DISCUSS WITHIN THAT ESTABLISHED IN THE AGENDA OF THE CALL THAT ORIGINATED THIS MEETING, THE PRESIDENT
OF THE DEPARTING EIJDO BOARD ADJOURNED THE MEETING, AT 12.59 HOURS ON JULY 8, 2010, ISSUING SIX COUNTERPARTS OF THESE MINUTES,
WHICH WERE EXECUTED BY THE ATTENDING PARTIES, FOR ITS EVVIDENCE AND VALIDITY.



“LAND AND FREEDOM”

SIGNATURES OF THE DEPARTING EJIDO BOARD
OF THE EJIDO MAZATLAN



|PRESIDENT             | SECRETARY             | TREASURER             
|--------------------- | --------------------- | ----------------------
|                      |                       |                       
|                      |                       |                       
|(illegible signature) | (illegible signature) | (illegible signature) 
|RAMON LEON            | DAVID CORDERO         | MARCO ANTONIO GONZALEZ
|FLORES                | VICTORIO              | PITONES               
|                      |                       |                       
|                      | ALTERNATES            |                       
|                      |                       |                       
|                      |                       |                       
|(illegible signature) | (illegible signature) | (illegible signature) 
|JORGE ALBERTO         | PEDRO RIOS MARTINEZ   | JULIA GALLARDO REYES  
|CONTRERAS             |                       |                       





THE EJIDO INSPECTION BOARD



|PRESIDENT             | SECRETARY             | TREASURER            
|--------------------- | --------------------- | ---------------------
|                      |                       |                      
|                      |                       |                      
|(illegible signature) | (illegible signature) | (illegible signature)
|JOSE MARIO            | DORA MARIA ESQUIVEL   | GULMARO ANTONIO      
|GONZALEZ              | MACHADO               | RUIZ CUEVAS          
|                      |                       |                      
|                      | ALTERNATES            |                      
|                      |                       |                      
|                      |                       |                      
|(illegible signature) | (illegible signature) | _______________      
|RICARDO ALZALDE       | MARIA DE JESUS TORRES | PEDRO VARELA GOMEZ   
|CARDOZA               | ESTRELLA              |                      











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



|MINUTES NUMER 21/2010 | Page Seven
|--------------------- | ----------

MINUTES TAKEN IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLES 12, 16, 23 SECTION III, 24, 25, 26, 27, 30, 31, 32, 33, 35, 37, 38, 39, 40 AND OTHER RELATIVE ARTICLES OF THE AGRARIAN
LAW IN FORCE, ON THE OCCASION OF THE MEETING FOR THE ELECTION OF THE LEGAL REPRESENTATION BODIES, PRINCIPALS AND ALTERNATES, HELD
ON JULY 8, 2010, IN THE EJIDO MAZATLAN, MUNICIPALITY OF PLAYAS DE ROSARITO, STATE OF BAJA CALIFORNIA.



“LAND AND FREEDOM”

SIGNATURES OF THE INCOMING BOARD OF INSPECTORS
OF THE EJIDO MAZATLAN



|PRESIDENT             | SECRETARY             | TREASURER            
|--------------------- | --------------------- | ---------------------
|                      |                       |                      
|                      |                       |                      
|(illegible signature) | (illegible signature) | (illegible signature)
|ENRIQUE ESQUIVEL      | ERNESTO CRUZ TRONCOSO | JORGE GONZALEZ       
|HAROS                 | SANCHEZ               | HERRERA              
|                      |                       |                      
|                      | ALTERNATES            |                      
|                      |                       |                      
|                      |                       |                      
|(illegible signature) | (illegible signature) | (illegible signature)
|JOSE MARIA RUIZ       | LIDIA ESQUER          | JESUS CONTRERAS      
|HERNANDEZ             | VILLA                 | DUARTE               



THE EJIDO INSPECTION BOARD



|PRESIDENT              | FIRST SECRETARY       | SECOND SECRETARY     
|---------------------- | --------------------- | ---------------------
|                       |                       |                      
|                       |                       |                      
|(illegible signature)  | (illegible signature) | (illegible signature)
|PASCUAL ARTURO CORDERO | ALFONSO RAMIREZ       | FELIX MINJARES       
|VICTORIO               | MACHADO               | VAZQUEZ              
|                       |                       |                      
|                       | ALTERNATES            |                      
|                       |                       |                      
|                       |                       |                      
|(illegible signature)  | (illegible signature) | (illegible signature)
|MARIA DE LOS ANGELES   | CELIA GALLARDO        | AURELIO HERNANDEZ    
|LEON FLORES            | REYES                 | LEDESMA              



| | EXAMINER                     | EXAMINER                    | 
| | ---------------------------- | --------------------------- | 
| |                              |                             | 
| |                              |                             | 
| | (illegible signature)        | (illegible signature)       | 
| | JOSE ALONSO HAROZ BETANCOURT | JUAN DIEGO TRUJILLO RAMIREZ | 











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



EJIDO MAZATLAN

21/2010

-8-



SIGNATURES AND FINGERPRINTS OF THE ASSISTANTS
TO THE MEETING



|1.  | (illegible signature)           | (FINGERPRINT) |  | 2.                            | (illegible signature) | (FINGERPRINT)
|--- | ------------------------------- | ------------- |  | ----------------------------- | --------------------- | -------------
|    | ALCALA GARCIA JUAN              |               |  | ALZALDE CARDOZA JESUS EUGENIO
|    |                                 |               |  |                              
|3.  | (illegible signature)           | (FINGERPRINT) |  | 4.                            | (illegible signature) | (FINGERPRINT)
|    | ALZALDE CARDOZA RICARDO         |               |  | ARCE MAYORAL ISMAEL MARIANO  
|    |                                 |               |  |                              
|5.  | (illegible signature)           | (FINGERPRINT) |  | 6.                            | (illegible signature) | (FINGERPRINT)
|    | ARCE MAYORAL PABLO FRANCISCO    |               |  | CARRASCO BRISEÑO TIMOTEO     
|    |                                 |               |  |                              
|7.  | (illegible signature)           | (FINGERPRINT) |  | 8.                            | (illegible signature) | (FINGERPRINT)
|    | CIPRES TINOCO DAVID             |               |  | CONTRERAS DUARTE JESUS       
|    |                                 |               |  |                              
|9.  | (illegible signature)           | (FINGERPRINT) |  | 10.                           | (illegible signature) | (FINGERPRINT)
|    | CONTRERAS DUARTE JORGE ALBERTO  |               |  | CORDERO VICTORIO ATANASIO    
|    |                                 |               |  |                              
|11. | (illegible signature)           | (FINGERPRINT) |  | 12.                           | (illegible signature) | (FINGERPRINT)
|    | CORDERO VICTORIO DAVID          |               |  | CORDERO VICTORIO FELICIANO   
|    |                                 |               |  |                              
|13. | (illegible signature)           | (FINGERPRINT) |  | 14.                           | (illegible signature) | (FINGERPRINT)
|    | CORDERO VICTORIO PASCUAL ARTURO |               |  | DUARTE RUIZ MARIA FRANCISCA  
|    |                                 |               |  |                              
|15. | (illegible signature)           | (FINGERPRINT) |  | 16.                           | (illegible signature) | (FINGERPRINT)
|    | ESQUER VILLA LIDIA              |               |  | ESQUIVEL FIERRO JESUS ARMANDO
|    |                                 |               |  |                              
|16. |                                 | (FINGERPRINT) |  | 16.                           | (illegible signature) | (FINGERPRINT)
|    | ESQUIVEL FIERRO ROBERTO         |               |  | ESQUIVEL FIERRO JESUS ARMANDO











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



EJIDO MAZATLAN

21/2010

-9-



SIGNATURES AND FINGERPRINTS
OF THE ASSISTANTS TO THE MEETING



|19. | (illegible signature)            | (FINGERPRINT) |  | 20.                            | (illegible signature) | (FINGERPRINT)
|--- | -------------------------------- | ------------- |  | ------------------------------ | --------------------- | -------------
|    | ESQUIVEL HERNANDEZ GONZALO DIEGO |               |  | ESQUIVEL MACHADO DORA MARIA   
|    |                                  |               |  |                               
|21. | (illegible signature)            | (FINGERPRINT) |  | 22.                            | (illegible signature) | (FINGERPRINT)
|    | ESQUIVEL MUÑOZ RENE              |               |  | ESQUIVEL SENTENO JORGE ALFONSO
|    |                                  |               |  |                               
|23. | (illegible signature)            | (FINGERPRINT) |  | 24.                            | (illegible signature) | (FINGERPRINT)
|    | ESTRADA GONZALEZ GERARDO         |               |  | GALLARDO AGUILERA JULIA       
|    |                                  |               |  |                               
|25. | (illegible signature)            | (FINGERPRINT) |  | 26.                            | (illegible signature) | (FINGERPRINT)
|    | GALLARDO REYES CELIA             |               |  | GARCIA JOSE JESUS EPIFANIO    
|    |                                  |               |  |                               
|27. | (illegible signature)            | (FINGERPRINT) |  | 28.                            | (illegible signature) | (FINGERPRINT)
|    | GOMEZ MARTINEZ GABRIEL ANGEL     |               |  | GONZALEZ HERRERA JORGE        
|    |                                  |               |  |                               
|29. | (illegible signature)            | (FINGERPRINT) |  | 30.                            | (illegible signature) | (FINGERPRINT)
|    | GONZALEZ MACHADO FELIX           |               |  | GONZALEZ NIEVES MARGARITA     
|    |                                  |               |  |                               
|31. | (illegible signature)            | (FINGERPRINT) |  | 32.                            | (illegible signature) | (FINGERPRINT)
|    | GONZALEZ ORTIZ JOSE MARIO        |               |  | GONZALEZ PEDRIN ANA MARIA     
|    |                                  |               |  |                               
|33. | (illegible signature)            | (FINGERPRINT) |  | 34.                            | (illegible signature) | (FINGERPRINT)
|    | GONZALEZ PITONES MARCO ANTONIO   |               |  | GONZALEZ PITONES RODOLFO      
|    |                                  |               |  |                               
|35. | (illegible
    signature)        | (FINGERPRINT) |  | 36.                            | (illegible signature) | (FINGERPRINT)
|    | GONZALEZ PIÑA GUADALUPE          |               |  | GUTIERREZ GARCIA PETRA        













| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 



02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



EJIDO MAZATLAN

21/2010

-10-



SIGNATURES AND FINGERPRINTS
OF THE ASSISTANTS TO THE MEETING



|37. | (illegible signature)            | (FINGERPRINT) |  | 38.                            | (illegible signature) | (FINGERPRINT)
|--- | -------------------------------- | ------------- |  | ------------------------------ | --------------------- | -------------
|    | HAROZ BETANCOURT JOSE ALONSO     |               |  | HAROZ GRACIA ALONSO           
|    |                                  |               |  |                               
|39. | (illegible signature)            | (FINGERPRINT) |  | 40.                            | (illegible signature) | (FINGERPRINT)
|    | HERNANDEZ HERNANDEZ OLIVIA       |               |  | HERNANDEZ LEDESMA AURELIO     
|    |                                  |               |  |                               
|41. | (illegible signature)            | (FINGERPRINT) |  | 42.                            | (illegible signature) | (FINGERPRINT)
|    | LEON FLORES MARIA DE LOS ANGELES |               |  | LEON FLORES RAMON             
|    |                                  |               |  |                               
|43. | (illegible signature)            | (FINGERPRINT) |  | 44.                            | (illegible signature) | (FINGERPRINT)
|    | LEON ORANDAY MARIA CONCEPCION    |               |  | LEYVA MARTINEZ DORA MARIA     
|    |                                  |               |  |                               
|45. | (illegible signature)            | (FINGERPRINT) |  | 46.                            | (illegible signature) | (FINGERPRINT)
|    | LOAIZA FLORES VICENTE            |               |  | LOMELI ROSENDA                
|    |                                  |               |  |                               
|47. |                                  | (FINGERPRINT) |  | 48.                            | (illegible signature) | (FINGERPRINT)
|    | MACHADO BALLESTEROS MARIA ELIZA  |               |  | MALDONADO SANCHEZ MARIA ESTHER
|    |                                  |               |  |                               
|49. | (illegible signature)            | (FINGERPRINT) |  | 50.                            | (illegible signature) | (FINGERPRINT)
|    | MAYORAL MAYORAL BESTINA          |               |  | MEDINA GRACIA BERTHA          
|    |                                  |               |  |                               
|51. | (illegible signature)            | (FINGERPRINT) |  | 52.                            | (illegible signature) | (FINGERPRINT)
|    | MAYORAL MAYORAL BESTINA          |               |  | MEDINA GRACIA BERTHA          
|    |                                  |               |  |                               
|53. | (illegible signature)            | (FINGERPRINT) |  | 54.                            | (illegible signature) | (FINGERPRINT)
|    | MINJARES VAZQUEZ FELIX           |               |  | MORALES ESPINOZA BRAULIO      











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 

02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



EJIDO MAZATLAN

21/2010

-11-



SIGNATURES AND FINGERPRINTS
OF THE ASSISTANTS TO THE MEETING



|55. | (illegible signature)              | (FINGERPRINT) |  | 56.                             | (illegible signature) | (FINGERPRINT)
|--- | ---------------------------------- | ------------- |  | ------------------------------- | --------------------- | -------------
|    | MORALES REYES LUIS                 |               |  | MORELOS GONZALEZ MARIA GREGORIA
|    |                                    |               |  |                                
|57. | (illegible signature)              | (FINGERPRINT) |  | 58.                             | (illegible signature) | (FINGERPRINT)
|    | NEVARES LOPEZ LUIS                 |               |  | ORTIZ BACA JUVENCIO            
|    |                                    |               |  |                                
|59. | (illegible signature)              | (FINGERPRINT) |  | 60.                             | (illegible signature) | (FINGERPRINT)
|    | ORTIZ BACA MARIA DE LA LUZ FABIOLA |               |  | ORTIZ LUNA MARIA CELIA         
|    |                                    |               |  |                                
|61. | (illegible signature)              | (FINGERPRINT) |  | 62.                             |                       | (FINGERPRINT)
|    | PEREZ CHAVEZ CELIA                 |               |  | PEREZ GARCIA GUILLERMO         
|    |                                    |               |  |                                
|63. | (illegible signature)              | (FINGERPRINT) |  | 64.                             | (illegible signature) | (FINGERPRINT)
|    | PEREZ TORRES MARGARITA CORAL       |               |  | PITONES SANCHEZ MARIA ESTHER   
|    |                                    |               |  |                                
|65. | (illegible signature)              | (FINGERPRINT) |  | 66.                             | (illegible signature) | (FINGERPRINT)
|    | PITONES SANCHEZ SOLEDAD            |               |  | RAMIREZ GOBBI ANTONIO          
|    |                                    |               |  |                                
|67. | (illegible signature)              | (FINGERPRINT) |  | 68.                             | (illegible signature) | (FINGERPRINT)
|    | RAMIREZ MACHADO ALFONSO            |               |  | RAMIREZ MACHADO NATIVIDAD      
|    |                                    |               |  |                                
|69. | (illegible signature)              | (FINGERPRINT) |  | 70.                             |                       | (FINGERPRINT)
|    | REYNOSO RIOS JOSE                  |               |  | RIOS ARROYO JORGE LISANDRO     











| | EJIDO |          | 
| | ----- | -------- | 
| | TOWN  | MAZATLAN | 



02.005.1.00131

BLVD. BENITO JUAREZ / RENE ORTIZ ST.

PO. BOX. 179 TELEPHONE 2-1025 AND 2-17-14
FAX: 2-22-61

MUNICIPALITY OF PLAYAS DE ROSARITO, B.C.



EJIDO MAZATLAN

21/2010

-12-



SIGNATURES AND FINGERPRINTS
OF THE ASSISTANTS TO THE MEETING



|71. | (illegible signature)         | (FINGERPRINT) |  | 72.                               | (illegible signature) | (FINGERPRINT)
|--- | ----------------------------- | ------------- |  | --------------------------------- | --------------------- | -------------
|    | RIOS MACIAS TOMAS             |               |  | RIOS MARTINEZ PEDRO              
|    |                               |               |  |                                  
|73. | (illegible signature)         | (FINGERPRINT) |  | 74.                               | (illegible signature) | (FINGERPRINT)
|    | RUIZ CUEVAS GULMARO ANTONIO   |               |  | RUIZ HERNANDEZ JOSE MARIA        
|    |                               |               |  |                                  
|75. | (illegible signature)         | (FINGERPRINT) |  | 76.                               | (illegible signature) | (FINGERPRINT)
|    | RUIZ MENDEZ ELENA             |               |  | SALAZAR SANTACRUZ OSCAR FRANCISCO
|    |                               |               |  |                                  
|77. | (illegible signature)         | (FINGERPRINT) |  | 78.                               | (illegible signature) | (FINGERPRINT)
|    | SANTACRUZ FELIX HELENA        |               |  | SOLTERO GUTIERREZ MARIA GUADALUPE
|    |                               |               |  |                                  
|79. | (illegible signature)         | (FINGERPRINT) |  | 80.                               | (illegible signature) | (FINGERPRINT)
|    | SOLTERO HURTADO MARIA ANTONIA |               |  | TORRES ESTRELA MARIA DE JESUS    
|    |                               |               |  |                                  
|81. | (illegible signature)         | (FINGERPRINT) |  | 82.                               | (illegible signature) | (FINGERPRINT)
|    | TRONCOSO SANCHEZ ERNESTO CRUZ |               |  | TRONCOSO GOMEZ LEONARDO LORENZO  
|    |                               |               |  |                                  
|83. | (illegible signature)         | (FINGERPRINT) |  | 84.                               | (illegible signature) | (FINGERPRINT)
|    | TRUJILLO RAMIREZ ESPERANZA    |               |  | TRUJILLO RAMIREZ JUAN DIEGO      
|    |                               |               |  |                                  
|85. | (illegible signature)         | (FINGERPRINT) |  | 86.                               | (illegible signature) | (FINGERPRINT)
|    | VARELA GOMEZ ANGEL            |               |  | VARELA GOMEZ FAUSTINO            
|    |                               |               |  |                                  
|87. | (illegible signature)         | (FINGERPRINT) |  | 88.                               | (illegible signature) | (FINGERPRINT)
|    | VICTORIO GARCIA MARGARITA     |               |  | VILLALOBOS MUNDO CARMEN MARGARITA





























|NATIONAL
        AGRARIAN REGISTRY
        REGULATIONS AND MEETINGS MINUTES NUMBER
        REGISTRY CODE: 02RA00000013
        
        THE RESOLUTION NUMBER 3714 22/07/2010,
        WHICH CONTAINS THE MINUTES OF THE MEETING OF THE EJIDO DATED JULY 8, 2010, WAS REGISTERED WITH THE PREVIOUS NUMBER, IN THE
        FOLIO OF REGULATIONS AND MINUTES OF THE MEETINGS, THE FILE COMPRISED BY 20 PAGES, HAVING PAID THE CORRESPONDING DUTIES,
        AS EVIDENCED WITH THE PAYMENT CARRIED OUT IN H.S.B.C. ON JULY 22, 2010, WHICH IN ATTACHED HEREIN, AND THE ORIGINAL
        VERSION IS RETURNED TO THE INTERESTED PARTY WITH THE CORRESPONDING NOTE.
        
        
        (ILLEGIBLE SIGNATURE)
        MEXICALI, BAJA CALIFORNIA, ON JULY 28,
        2010.
        
        (ILLEGIBLE SIGNATURE)
        MS. JUDITH GUADALUPE IBARRA BARRÓN
        INTEGRAL REGISTRAR
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













MR. LUIS A. DURAZO BAZUA, PRINCIPAL OF
THE NOTARY PUBLIC NUMBER ONE, OF THIS MUNICIPALITY, ————————————————————————————————————————————————————————
CERTIFIES ————————————————————That
this photocopy consisting of 22 pages, is a faithful reproduction of the copy certified by Ms. Judith Guadalupe Ibarra Barrón,
in her capacity as Integral Registrar of the National Agrarian Registry, Baja California Delegation, with which I compared it,
pursuant to the annotation number 1084 of the Book 8 of Certifications outside the Protocol of this Notary. Playas de Rosarito,
Baja California, on the sixth day of March, two thousand and twelve. I attest. —————————————



(ILLEGIBLE SIGNATURE)

MR. LUIS A. DURAZO BAZUA

NOTARY PUBLIC NUMBER ONE

















|Exhibit R | Exhibit 10.32.4
|--------- | ---------------





| | (Front side of the voting card of Mrs. Lourdes Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute) | 
| | -------------------------------------------------------------------------------------------------------------------------- | 



| | (Back side of the voting card of Mrs. Lourdes Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute) | 
| | ------------------------------------------------------------------------------------------------------------------------- | 













| | (Front side of the voting card of Mrs. Adriana Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute) | 
| | -------------------------------------------------------------------------------------------------------------------------- | 



| | (Back side of the voting card of Mrs. Adriana Valdivia Lomelí,
        issued by the Mexican Federal Electoral Institute) | 
| | ------------------------------------------------------------------------------------------------------------------------- | 











|(Front side of the driver’s license of Mr. Miguel Angel
        García Gómez, issued by the State of Nayarit) | (Front side of the voting card of Mr. Miguel Angel García
        Gómez, issued by the State Registry of Voters of the State of Baja California) | (Front side of the driver’s license of Mr. Miguel Angel
        García Gómez, issued by the State of Baja California)
|------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------
|                                                                                                              |                                                                                                                                                  |                                                                                                                      



|(Back side of the driver’s license of Mr. Miguel Angel
        García Gómez, issued by the State of Nayarit) | (Back side of the voting card of Mr. Miguel Angel García
        Gómez, issued by the State Registry of Voters of the State of Baja California) | (Back side of the driver’s license of Mr. Miguel Angel
        García Gómez, issued by the State of Baja California)
|------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------
|                                                                                                             |                                                                                                                                                 |                                                                                                                     











| | (Front side of the voting card of Mr. Jorge Alejandro León
        Orantes Baena, issued by the Mexican Federal Electoral Institute) | 
| | ------------------------------------------------------------------------------------------------------------------------------------ | 



| | (Back side of the voting card of Mr. Jorge Alejandro León
        Orantes Baena, issued by the Mexican Federal Electoral Institute) | 
| | ----------------------------------------------------------------------------------------------------------------------------------- | 











| | (Front side of the migratory authorization card of Mr. David
        Warren Sasnett, issued by the Mexican National Migration Institute) | 
| | ---------------------------------------------------------------------------------------------------------------------------------------- | 



| | (Back side of the migratory authorization card of Mr. David
        Warren Sasnett, issued by the Mexican National Migration Institute) | 
| | --------------------------------------------------------------------------------------------------------------------------------------- | 











| | (Front side of the voting card of Mr. Enrique Esquivel Haros,
        issued by the Mexican Federal Electoral Institute) | 
| | ------------------------------------------------------------------------------------------------------------------------ | 



| | (Back side of the voting card of Mr. Enrique Esquivel Haros,
        issued by the Mexican Federal Electoral Institute) | 
| | ----------------------------------------------------------------------------------------------------------------------- | 











| | (Front side of the voting card of Mr. Ernesto Cruz Troncoso
        Sánchez, issued by the Mexican Federal Electoral Institute) | 
| | ------------------------------------------------------------------------------------------------------------------------------- | 



| | (Back side of the voting card of Mr. Ernesto Cruz Troncoso Sánchez,
        issued by the Mexican Federal Electoral Institute) | 
| | ------------------------------------------------------------------------------------------------------------------------------ | 











| | (Front side of the voting card of Mr. Jorge González
        Herrera, issued by the Mexican Federal Electoral Institute) | 
| | ------------------------------------------------------------------------------------------------------------------------ | 



| | (Back side of the voting card of Mr. Jorge González Herrera,
        issued by the Mexican Federal Electoral Institute) | 
| | ----------------------------------------------------------------------------------------------------------------------- | 













|Exhibit S | Exhibit 10.32.4
|--------- | ---------------







|: CalculaNOT.com : | Page 1 of 1
|------------------ | -----------





|CalculaNOT.com | Tuesday, May 14, 2013
|-------------- | ---------------------



|Mr. Ramón Andrés
        Graciano Dueñas
        Taxpayers Registry Number:
        GADR541130ULA
        
        Notary Public number 18
        Tijuana, Baja California | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 



Income Tax for the Transfer of Land Only

_________________________________________________________________________



Information related to the determination of the Calculation
of the Income Tax:



|Deed No.:                                |                                                                                                                                 |                                               
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------
|Transferor(s) Taxpayers Registry Number: |                                                                                                                                 | Transferor(s) Unique Population Registry Code:
|Transferor(s):                           | VALDIVIA LOMELI LOURDES
        VALDIVIA LOMELI ADRIANA
        GARCIA GOMEZ MIGUEL ANGEL                                      
|Acquirer:                                | N.S.C. AGUA, SOCIEDAD ANONIMA DE CAPITAL VARIABLE                                                                              
|Location of the
        Property:        | FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL NUMBER
        22-Z-1 P-2/5, OF EJIDO MAZATLÁN, PLAYAS DE ROSARITO, B.C.





|-Initial Data-                                                                                            |                                                                                                                                            | Consult Charts and Values
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------
|                                                                                                          |                                                                                                                                            |                          
|Appraisal Value:                                                                                          | $143’640,000.00                                                                                                                            |                          
|Transaction Date:                                                                                         | May 13, 2013                                                                                                                               |                          
|Transaction Value:                                                                                        | $143’640,000.00                                                                                                                            |                          
|                                                                                                          |                                                                                                                                            |                          
|Acquisition Value:                                                                                        | $132’673,488.08                                                                                                                            |                          
|Acquisition Date:                                                                                         | August 2, 2011                                                                                                                             |                          
|Updated Cost:                                                                                             | $143’738,456.99                                                                                                                            |                          
|Number of Transferors:                                                                                    | 3                                                                                                                                          |                          
|Number of lapsed years:                                                                                   | 1                                                                                                                                          |                          
|                                                                                                          |                                                                                                                                            |                          
|Total Updated Deductions:
        (Current Land Cost + Current Construction
        Cost + Improvements): | $143’738,456.99                                                                                                                            |                          
|Taxable Income or Profit
        (Transaction Value - Updated Deductions):                                | $0.00 ($-98,456.99)                                                                                                                        |                          
|Cumulative Income
        (Profits divided by lapsed years):                                              | $0.00 / 3 sellers = $0.00                                                                                                                  |                          
|Non-Cumulative Income (Taxable Income - Accumulative):                                                    | $0.00                                                                                                                                      |                          
|                                                                                                          | Income Tax to be paid: = ((((Cumulative Income -  Inf. L.) * Percentage to apply (%)) + Fixed Fee) * Lapsed Years) * Number of Transferors
|                                                                                                          |                                                                                                                                            |                          



|                                                 | Show Mathematic Breakdown / Hide breakdown
|------------------------------------------------ | ------------------------------------------
|(1) Income Tax to be Paid:                       | $0.00                                     
|(2) Income Tax to be Paid:                       | $0.00                                     
|(3) Income Tax to be Paid:                       | $0.00                                     
|                                                 |                                           
|Total Tax:                                       | $0.00                                     
|Total Income Tax for the Acquisition to be Paid: | $0.00                                     
|                                                 |                                           



|::IN ACCORDANCE WITH ARTICLE 154-BIS:: | TAXPAYER SIGNATURE
|-------------------------------------- | ------------------
|Transferors                            | Income            
|1                                      | 0.00              
|2                                      | 0.00              
|3                                      | 0.00              
|                                       |                   



E-mail: licgraciano@yahoo.com.mx     Tel:
(01664) 6849358 and 9186      Cel: 0



Back

















|Exhibit T | Exhibit 10.32.4
|--------- | ---------------



NOTARY PUBLIC NUM. 18

MR. RAMÓN ANDRÉS GRACIANO
DUEÑAS



Tijuana, Baja California, May 14, 2013



PUBLIC REGISTRAR OF THE PROPERTY AND COMMERCE

PLAYAS DE ROSARITO, B.C.



I hereby inform to
you that, in terms of Article 2885 of the Civil Code, I submit PREEMPTIVE NOTICE, of the following deed:



|DEED NUMBER:      | 5,520       
|----------------- | ------------
|VOLUME:           | 184         
|DATE OF THE DEED: | MAY 13, 2013
|SIGNATURE DATE:   | MAY 13, 2013



CONTAINS:



PURCHASE AND SALE AGREEMENT WITH
MORTGAGE SECURITY.



SELLERS:

Messrss. ADRIANA VALDIVIA LOMELÍ
and LOURDES VALDIVIA LOMELÍ, the latter with the consent of her husband, Mr. Miguel Ángel García Gómez



PURCHASER:

N.S.C. AGUA, SOCIEDAD ANÓNIMA DE
CAPITAL VARIABLE.



Likewise, the following persons shall
appear:

Messrs. Enrique Esquivel Haros, Ernesto
Cruz Troncoso Sánchez and Jorge Gónzalez Herrera, as President, Secretary and Treasurer, respectively, of the Inspection
Board of the Ejido in office, on behalf of Ejido Mazatlán of the Municipality of Playas de Rosarito, Baja California,
in order to consent this transaction.



MORTGAGE SECURITY:

N.S.C. AGUA, SOCIEDAD ANONIMA DE CAPITAL
VARIABLE, constitutes a mortgage in first place and order in favor of Messrs. ADRIANA VALDIVIA LOMELÍ and LOURDES VALDIVIA
LOMELÍ and EJIDO MAZATLAN of the Municipality of Playas de Rosarito, Baja California.



REAL ESTATE SUBJECT MATTER OF THE PURCHASE
AND SALE, AND ON WHICH THE MORTGAGE SECURITY IS CONSTITUTED

The lot fraction 33-1 (thirty three dash
one) resulting from the subdivision of parcel number 33 Z-1 P-2/5 (thirty three Z dash one P two slash five), without number, of
Ejido Mazatlán, Municipality of Playas de Rosarito, Baja California.



REGISTRY ANTECEDENT:

Entry:

| | · | 6’032,845, Civil Section, dated March 12, 2013.
| | - | -----------------------------------------------



SINCERELY



(illegible signature)

MR. RAMÓN ANDRÉS GRACIANO
DUEÑAS

NOTARY PUBLIC NUM. 18



Avenida Guanajuato number 2437

Colonia Cacho, Tijuana. B.C. C.P. 22150

Tel.: 664-684-93-58 Fax.: 664-684-91-86













|Exhibit U | Exhibit 10.32.4
|--------- | ---------------





















| | (1) | The integer amounts shall entered in the fields to the left and the decimals in the fields to the
right.
| | --- | --------------------------------------------------------------------------------------------------------



INSTRUCTIONS



1. Annotations shall be made only within
the fields set forth for such purpose. In the event of using handwriting, such should be in block letters, using capitals, with
black or blue ink.



2. In the event that the real estates are
located in two or more Federative Entities, the payment shall be filed in the Entity in which the transferring real estate is located.



3. Taxpayers that have a Unique Population
Registry Key (CURP), shall include such in 18 positions in the corresponding space.



4. In the event of loss, the minus sign
shall be entered.



EXAMPLE: -10000



5. For any clarification on the payment
through this statement, you may obtain information in the tax office of the Federative Entity.



6. The data referring to the date shall
be included using two numbers for the day (if applicable), two for the month and four for the year.



EXAMPLE: March 02, 2012.



|Day: | 02 | Month: | 03 | Year: | 2012
|---- | -- | ------ | -- | ----- | ----



7. COMPLEMENTARY STATEMENTS:



In the event of spontaneously filing a
statement to correct errors or omissions in a previous statement, “C” shall be included in the box 205002 and the filing
date of the immediately preceding statement shall be included.



R= FISCAL CORRECTION, when the authority,
in exercise of its verification authority, determines errors or omissions and the taxpayer chooses to correct its fiscal situation,
“R” shall be included in the box 205002 and the amount of the corresponding fine shall be included in the field D.



FINE FOR FISCAL CORRECTION. In both cases,
the complete information of the fiscal form shall be provided, both the corrected information and the information that is not being
modified and the field AMOUNT PREVIOUSLY PAID(in the rectified statement) shall be used to include the amount(s)
previously paid.



8. In the event of co-owners file exhibit
with the following requirements: Name, Domicile, R.F.C., C.U.R.P., or Birth Date in the event of not having R.F.C. or C.U.R.P.



FEDERATIVE ENTITY CODE

02 Baja California



(1) With respect to payments carried out
through notary public, his/her data shall be included.

























| | (2) | The integer amounts shall entered in the fields to the left and the decimals in the fields to the
right.
| | --- | --------------------------------------------------------------------------------------------------------



INSTRUCTIONS



1. Annotations shall be made only within
the fields set forth for such purpose. In the event of using handwriting, such should be in block letters, using capitals, with
black or blue ink.



2. In the event that the real estates are
located in two or more Federative Entities, the payment shall be filed in the Entity in which the transferring real estate is located.



3. Taxpayers that have a Unique Population
Registry Key (CURP), shall include such in 18 positions in the corresponding space.



4. In the event of loss, the minus sign
shall be entered.



EXAMPLE: -10000



5. For any clarification on the payment
through this statement, you may obtain information in the tax office of the Federative Entity.



6. The data referring to the date shall
be included using two numbers for the day (if applicable), two for the month and four for the year.



EXAMPLE: March 02, 2012.



|Day: | 02 | Month: | 03 | Year: | 2012
|---- | -- | ------ | -- | ----- | ----



7. COMPLEMENTARY STATEMENTS:



In the event of spontaneously filing a
statement to correct errors or omissions in a previous statement, “C” shall be included in the box 205002 and the filing
date of the immediately preceding statement shall be included.



R= FISCAL CORRECTION, when the authority,
in exercise of its verification authority, determines errors or omissions and the taxpayer chooses to correct its fiscal situation,
“R” shall be included in the box 205002 and the amount of the corresponding fine shall be included in the field D.



FINE FOR FISCAL CORRECTION. In both cases,
the complete information of the fiscal form shall be provided, both the corrected information and the information that is not being
modified and the field AMOUNT PREVIOUSLY PAID(in the rectified statement) shall be used to include the amount(s)
previously paid.



8. In the event of co-owners file exhibit
with the following requirements: Name, Domicile, R.F.C., C.U.R.P., or Birth Date in the event of not having R.F.C. or C.U.R.P.



FEDERATIVE ENTITY CODE

02 Baja California



(1) With respect to payments carried out
through notary public, his/her data shall be included.

























| | (3) | The integer amounts shall entered in the fields to the left and the decimals in the fields to the
right.
| | --- | --------------------------------------------------------------------------------------------------------



INSTRUCTIONS



1. Annotations shall be made only within
the fields set forth for such purpose. In the event of using handwriting, such should be in block letters, using capitals, with
black or blue ink.



2. In the event that the real estates are
located in two or more Federative Entities, the payment shall be filed in the Entity in which the transferring real estate is located.



3. Taxpayers that have a Unique Population
Registry Key (CURP), shall include such in 18 positions in the corresponding space.



4. In the event of loss, the minus sign
shall be entered.



EXAMPLE: -10000



5. For any clarification on the payment
through this statement, you may obtain information in the tax office of the Federative Entity.



6. The data referring to the date shall
be included using two numbers for the day (if applicable), two for the month and four for the year.



EXAMPLE: March 02, 2012.



|Day: | 02 | Month: | 03 | Year: | 2012
|---- | -- | ------ | -- | ----- | ----



7. COMPLEMENTARY STATEMENTS:



In the event of spontaneously filing a
statement to correct errors or omissions in a previous statement, “C” shall be included in the box 205002 and the filing
date of the immediately preceding statement shall be included.



R= FISCAL CORRECTION, when the authority,
in exercise of its verification authority, determines errors or omissions and the taxpayer chooses to correct its fiscal situation,
“R” shall be included in the box 205002 and the amount of the corresponding fine shall be included in the field D.



FINE FOR FISCAL CORRECTION. In both cases,
the complete information of the fiscal form shall be provided, both the corrected information and the information that is not being
modified and the field AMOUNT PREVIOUSLY PAID(in the rectified statement) shall be used to include the amount(s)
previously paid.



8. In the event of co-owners file exhibit
with the following requirements: Name, Domicile, R.F.C., C.U.R.P., or Birth Date in the event of not having R.F.C. or C.U.R.P.



FEDERATIVE ENTITY CODE

02 Baja California



(1) With respect to payments carried out
through notary public, his/her data shall be included.

















|Exhibit V | Exhibit 10.32.4
|--------- | ---------------



CERTIFICATE OF TRANSACTIONS EVIDENCED
IN PUBLIC DEED

FOR TRANSFER OF ASSETS



|Identification of the Transaction (Transfer) (1)                                                                                                           |                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------
|Indicate if the matter relates to the transfer of a house.                                                                                                 | No                                                                                        
|Number of deed or minute.                                                                                                                                  | 5520                                                                                      
|Date of execution of the deed or minute.                                                                                                                   | 13/05/2013                                                                                
|Federal Entity Code in which the real state is transferred.                                                                                                | 02- BAJA CALIFORNIA                                                                       
|Date of payment of Income Tax before the Federation.                                                                                                       | 15/05/2013                                                                                
|Number of transaction of the payment of Income Tax before the Federation, assigned by the bank or by the Tax Administration Service.                       | 0                                                                                         
|Operating data of the transferor (1)                                                                                                                       |                                                                                           
|Federal taxpayer registry.                                                                                                                                 |                                                                                           
|Unique population registry key.                                                                                                                            | VALA770727MBCLMD02                                                                        
|First last name, second last name and name(s) or corporate name.                                                                                           | VALDIVIA LOMELI ADRIANA                                                                   
|Domicile (street, front number, inside number, colony, postal code, federal entity, and locality).                                                         | BENITO JUAREZ BOULEVARD
 #104-21 ZONA CENTRO PLATAS 
DE ROSARITO BAJA 
CALIFORNIA CP.22700
|Corresponding proportion (in the event of transfer of assets in co-ownership and marital joint assets).                                                    | 33.3333                                                                                   
|Amount of the consideration or appraisal value (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).    | 47880000                                                                                  
|Total exempt income (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                               | 0                                                                                         
|Total authorized deductions (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                       | 47912819                                                                                  
|Gain or loss (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                                      | -32819                                                                                    
|Cumulative gains (income tax basis) (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).               |                                                                                           
|Non-cumulative gains (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                              |                                                                                           
|Total Income Tax paid for transfer of assets (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).      | 0                                                                                         
|Income Tax corresponding to the federative entity (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse). | 0                                                                                         
|Amount of the taxable activity for purposes of Value Added Tax.                                                                                            |                                                                                           
|Value Added Tax collected and paid by the account of the third party.                                                                                      |                                                                                           
|Identification data of the acquiror in the transfer transaction (1).                                                                                       |                                                                                           
|Federal taxpayer registry.                                                                                                                                 | NAG100512UA7                                                                              
|Unique population registry key.                                                                                                                            |                                                                                           
|First last name, second last name and name(s) or corporate name.                                                                                           | N.S.C. AGUA SOCIEDAD 
ANONIMA DE CAPITAL 
VARIABLE                                        











|Domicile (street, front number, interior number, neighborhood, postal code, federative entity, location). | BOULEVARD SANCHEZ
 TABOADA #10488-801 ZONA RIO 
BAJA CALIFORNIA CP.22320                                                                                                      
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DATA OF THE NOTARY PUBLIC                                                                                 |                                                                                                                                                                               
|Federal taxpayer registry.                                                                                | GADR54113ULA                                                                                                                                                                  
|Unique population registry key.                                                                           | GAD541130HBCRXM02                                                                                                                                                             
|First last name, second last name and name                                                                | GRACIANO DUEÑAS RAMON ANDRES                                                                                                                                                  
|Indicate the periodicity of the filed declaration                                                         | Per operation                                                                                                                                                                 
|Initial month                                                                                             | 05                                                                                                                                                                            
|Final month                                                                                               | 05                                                                                                                                                                            
|Kind of declaration N= Regular, C= Complementary                                                          | Regular                                                                                                                                                                       
|Indicate the kind of operation that is being declared                                                     | Transfer of Assets                                                                                                                                                            
|Year                                                                                                      | 2013                                                                                                                                                                          
|(illegible signature)
        
        SIGNATURE OF THE NOTARY PUBLIC                                     | SEAL OF THE NOTARY PUBLIC (IF APPLICABLE)
        
        Seal that reads:
        
        Mr. RAMON ANDRES GRACIANO DUEÑAS, NOTARY PUBLIC NUMBER
        18, TIJUANA, B.C.)
|                                                                                                          |                                                                                                                                                                               











CERTIFICATE OF TRANSACTIONS EVIDENCED
IN PUBLIC DEED

FOR TRANSFER OF ASSETS



|Identification of the Transaction (Transfer) (1)                                                                                                           |                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|Indicate if the matter relates to the transfer of a house.                                                                                                 | No                                                                                       
|Number of deed or minute.                                                                                                                                  | 5520                                                                                     
|Date of execution of the deed or minute.                                                                                                                   | 13/05/2013                                                                               
|Federal Entity Code in which the real state is transferred.                                                                                                | 02- BAJA CALIFORNIA                                                                      
|Date of payment of Income Tax before the Federation.                                                                                                       | 15/05/2013                                                                               
|Number of transaction of the payment of Income Tax before the Federation, assigned by the bank or by the Tax Administration Service.                       | 0                                                                                        
|Operating data of the transferor (1)                                                                                                                       |                                                                                          
|Federal taxpayer registry.                                                                                                                                 |                                                                                          
|Unique population registry key.                                                                                                                            | VALL730609MBCMR07                                                                        
|First last name, second last name and name(s) or corporate name.                                                                                           | VALDIVIA LOMELI LOURDES                                                                  
|Domicile (street, front number, inside number, colony, postal code, federal entity, and locality).                                                         | BENITO JUAREZ BOULEVARD 
#104-21 ZONA CENTRO PLATAS 
DE ROSARITO BAJA CALIFORNIA CP.22700
|Corresponding proportion (in the event of transfer of assets in co-ownership and marital joint assets).                                                    | 33.3333                                                                                  
|Amount of the consideration or appraisal value (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).    | 47880000                                                                                 
|Total exempt income (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                               | 0                                                                                        
|Total authorized deductions (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                       | 47912819                                                                                 
|Gain or loss (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                                      | -32819                                                                                   
|Cumulative gains (income tax basis) (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).               |                                                                                          
|Non-cumulative gains (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                              |                                                                                          
|Total Income Tax paid for transfer of assets (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).      | 0                                                                                        
|Income Tax corresponding to the federative entity (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse). | 0                                                                                        
|Amount of the taxable activity for purposes of Value Added Tax.                                                                                            |                                                                                          
|Value Added Tax collected and paid by the account of the third party.                                                                                      |                                                                                          
|Identification data of the acquiror in the transfer transaction (1).                                                                                       |                                                                                          
|Federal taxpayer registry.                                                                                                                                 | NAG100512UA7                                                                             
|Unique population registry key.                                                                                                                            |                                                                                          
|First last name, second last name and name(s) or corporate name.                                                                                           | N.S.C. AGUA SOCIEDAD ANONIMA DE CAPITAL VARIABLE                                         













|Domicile (street, front number, interior number, neighborhood, postal code, federative entity, location). | BOULEVARD SANCHEZ TABOADA #10488-801 ZONA RIO BAJA CALIFORNIA CP.22320                                                                                                        
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DATA OF THE NOTARY PUBLIC                                                                                 |                                                                                                                                                                               
|Federal taxpayer registry.                                                                                | GADR54113ULA                                                                                                                                                                  
|Unique population registry key.                                                                           | GAD541130HBCRXM02                                                                                                                                                             
|First last name, second last name and name                                                                | GRACIANO DUEÑAS RAMON ANDRES                                                                                                                                                  
|Indicate the periodicity of the filed declaration                                                         | Per operation                                                                                                                                                                 
|Initial month                                                                                             | 05                                                                                                                                                                            
|Final month                                                                                               | 05                                                                                                                                                                            
|Kind of declaration N= Regular, C= Complementary                                                          | Regular                                                                                                                                                                       
|Indicate the kind of operation that is being declared                                                     | Transfer of Assets                                                                                                                                                            
|Year                                                                                                      | 2013                                                                                                                                                                          
|(illegible signature)
        
        SIGNATURE OF THE NOTARY PUBLIC                                     | SEAL OF THE NOTARY PUBLIC (IF APPLICABLE)
        
        Seal that reads:
        
        Mr. RAMON ANDRES GRACIANO DUEÑAS, NOTARY PUBLIC NUMBER
        18, TIJUANA, B.C.)
|                                                                                                          |                                                                                                                                                                               











CERTIFICATE OF TRANSACTIONS EVIDENCED
IN PUBLIC DEED

FOR TRANSFER OF ASSETS



|Identification of the Transaction (Transfer) (1)                                                                                                           |                                                                                        
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------
|Indicate if the matter relates to the transfer of a house.                                                                                                 | No                                                                                     
|Number of deed or minute.                                                                                                                                  | 5520                                                                                   
|Date of execution of the deed or minute.                                                                                                                   | 13/05/2013                                                                             
|Federal Entity Code in which the real state is transferred.                                                                                                | 02- BAJA CALIFORNIA                                                                    
|Date of payment of Income Tax before the Federation.                                                                                                       | 15/05/2013                                                                             
|Number of transaction of the payment of Income Tax before the Federation, assigned by the bank or by the Tax Administration Service.                       | 0                                                                                      
|Operating data of the transferor (1)                                                                                                                       |                                                                                        
|Federal taxpayer registry.                                                                                                                                 |                                                                                        
|Unique population registry key.                                                                                                                            | GAGM700211HBCRMG06                                                                     
|First last name, second last name and name(s) or corporate name.                                                                                           | GARCIA GOMEZ MIGUEL ANGEL                                                              
|Domicile (street, front number, inside number, colony, postal code, federal entity, and locality).                                                         | BENITO JUAREZ BOULEVARD #104-21 ZONA CENTRO PLATAS DE ROSARITO BAJA CALIFORNIA CP.22700
|Corresponding proportion (in the event of transfer of assets in co-ownership and marital joint assets).                                                    | 33.3333                                                                                
|Amount of the consideration or appraisal value (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).    | 47880000                                                                               
|Total exempt income (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                               | 0                                                                                      
|Total authorized deductions (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                       | 47912819                                                                               
|Gain or loss (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                                      | -32819                                                                                 
|Cumulative gains (income tax basis) (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).               |                                                                                        
|Non-cumulative gains (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).                              |                                                                                        
|Total Income Tax paid for transfer of assets (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse).      | 0                                                                                      
|Income Tax corresponding to the federative entity (in co-ownership and marital joint assets, include the amount corresponding to each co-owner or spouse). | 0                                                                                      
|Amount of the taxable activity for purposes of Value Added Tax.                                                                                            |                                                                                        
|Value Added Tax collected and paid by the account of the third party.                                                                                      |                                                                                        
|Identification data of the acquiror in the transfer transaction (1).                                                                                       |                                                                                        
|Federal taxpayer registry.                                                                                                                                 | NAG100512UA7                                                                           
|Unique population registry key.                                                                                                                            |                                                                                        
|First last name, second last name and name(s) or corporate name.                                                                                           | N.S.C. AGUA SOCIEDAD ANONIMA DE CAPITAL VARIABLE                                       













|Domicile (street, front number, interior number, neighborhood, postal code, federative entity, location). | BOULEVARD SANCHEZ TABOADA #10488-801 ZONA RIO BAJA CALIFORNIA CP.22320                                                                                                        
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DATA OF THE NOTARY PUBLIC                                                                                 |                                                                                                                                                                               
|Federal taxpayer registry.                                                                                | GADR54113ULA                                                                                                                                                                  
|Unique population registry key.                                                                           | GAD541130HBCRXM02                                                                                                                                                             
|First last name, second last name and name                                                                | GRACIANO DUEÑAS RAMON ANDRES                                                                                                                                                  
|Indicate the periodicity of the filed declaration                                                         | Per operation                                                                                                                                                                 
|Initial month                                                                                             | 05                                                                                                                                                                            
|Final month                                                                                               | 05                                                                                                                                                                            
|Kind of declaration N= Regular, C= Complementary                                                          | Regular                                                                                                                                                                       
|Indicate the kind of operation that is being declared                                                     | Transfer of Assets                                                                                                                                                            
|Year                                                                                                      | 2013                                                                                                                                                                          
|(illegible signature)
        
        SIGNATURE OF THE NOTARY PUBLIC                                     | SEAL OF THE NOTARY PUBLIC (IF APPLICABLE)
        
        Seal that reads:
        
        Mr. RAMON ANDRES GRACIANO DUEÑAS, NOTARY PUBLIC NUMBER
        18, TIJUANA, B.C.)
|                                                                                                          |                                                                                                                                                                               











TAS

TAX ADMINISTRATION SERVICE

MINISTRY OF FINANCE AND PUBLIC CREDIT



The status of your statement is the following:



USER: GADR54113OULA

RECEIVED FILE: GADR54113OULAONOT2D1DCD5F17261.dec

Size: 1258 bytes

Date of reception:15/5/2013

Time of reception: 19:28:03

File of reception: 9657991



This receipt confirms that your file was
receives and shall be processed by the TAS.

As a result of its validation, it may be
accepted or rejected, therefore this document does not cover the compliance of your obligation, suggesting that you wait for the
Tax Administration Service to confirm its reception through the reception of your receipt with original chain and digital seal.



Please wait your receipt with digital seal,
which shall be delivered to your email address. If you do not receive it immediately, we recommend accessing the option “Reprint
of Receipts”, located in this same page in the section “Virtual Office (e-SAT) / Transactions”, where you may
obtain it timely.



Conclude Section











TAX ADMINISTRATION SERVICE



ACCEPTANCE RECEIPT



INFORMATIVE STATEMENT OF NOTARIES PUBLIC





|Name of the Notary Public                                                                                              |  | RAMON ANDRES GRACIANO DUEÑAS       
|---------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------
|F.T.R. of the Notary Public                                                                                            |  | GADR54113ULA                       
|Name of the Electronic File                                                                                            |  | GADR54113DULAONOT27D1DCD5F17261.dec
|Date and Hour of the Statement Filing                                                                                  |  | 05/15/2013 19:28                   
|Operation Number of the Receipt                                                                                        |  | 6514                               
|Tax Year                                                                                                               |  | 2013                               
|Type of Statement                                                                                                      |  | Regular                            
|Period                                                                                                                 |  | May – May                          
|Periodicity                                                                                                            |  | Per Transaction                    
|Total of Asset Transfer Transactions                                                                                   |  | 1                                  
|Total of Asset Acquisition Transactions                                                                                |  | 0                                  
|Total Transactions of Omission of Registration Application or notices of liquidation or cancellation of Legal Entities |  | 0                                  
|Total Transactions of Partners or Shareholders                                                                         |  | 0                                  
|Total Income Tax Calculated and Paid for Transfer of Assets                                                            |  | $0                                 
|Total of Value Added Tax Paid on the Account of Third Parties                                                          |  | $0                                 



Date and time of issuance of this Receipt: 15/05/2013 7:56:28
PM



Original Chain

||10001=GADR541130ULA|10002=GADR541130HBCRXM02|10021=2013|10100=05|10101=05||10102=2|20001=19080|20002=9657991|40002=20130515|40003=

19:28|121=1|421|=1|521=2|621=2|721=2|100121=1|100221=0|100321=0|30003=000001000007000112188||



Digital Seal

||njkxxqy8xj0wKWOysPGQ0gmiKAssPbpWPFJxq+h8u5yIbKUgHMaSchpQB8FmtyJ4wOAzR+Wqqas2MPfBauFOiNQfYmVIEIGJOMdecPX31pLaZPt+E3+

Atfbn8tcpKDrInZ2yL15KfD+qTSbx3X0QRKJeeOudOUxieH6A8rz7Zm0=||



Your personal data are incorporated and protected in the TAS
systems, in accordance with the Guidelines for the Protection of Personal Data and with the several fiscal and legal provisions
on the confidentiality and data protection, in order to exercise the authority conferred to the fiscal authority.



If you wish to modify or correct your personal data you attend
to the corresponding Local Taxpayer Services Administration and/or though the address www.sat.gob.mx.













|Exhibit W | Exhibit 10.32.4
|--------- | ---------------







|                                       | MUNICIPAL TREASURY
|-------------------------------------- | ------------------
|H. Township of Playas de Rosarito,B.C. |                   
|                                       |                   
|Tel. 614 9600 and Tel./Fax 614 9647    |                   
|Jose Haroz Agular Street number 2000   |                   
|Villa Turistica                        |                   



|                                                                   |                                       
|------------------------------------------------------------------ | --------------------------------------
|                                                                   | Registering Machine
        Impression
|DECLARATION FOR THE PAYMENT OF
        REAL ESTATE ACQUISITION TAX |                                       



COLLECTION OF INCOME IN THE MUNICIPALITY OF PLAYAS DE ROSARITO,
B.C.



|IDENTIFICATION DATA OF THE NOTARY NUMBER                                                                                                                                                                                  | EIGHTEEN                                                | F.T.R.             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | -------------------
|GRACIANO                            DUEÑAS                        RAMON ANDRES                                                                                                                                            | GADR541130ULA                                          
|FIRST LAST NAME         SECOND LAST NAME           NAME(S)
        
        AVENIDA GUANAJUATO        2437                                                                                                               
|TAX ADDRESS                         STREET           EXT. NUM. LETTER
        
        COLONIA CACHO           22150                          684-93-58                                                                  
|NEIGHBORHOOD        POSTAL CODE           TELEPHONE             PAYMENT DATE
        
        TIJUANA                 TIJUANA                                BAJA CALIFORNIA                                             
|LOCATION          MUNICIPALITY                      FEDERATIVE ENTITY                                                                                                                                                    
|IDENTIFICATION DATA OF THE ACQUIRING INDIVIDUAL(S) OR LEGAL ENTITY                                                                                                                                                        | F.T.R.                                                 
|                                                                                                                                                                                                                          |                                                        
|FIRST LAST NAME            SECOND LAST NAME        NAME
        
        N.S.C. AGUA, SOCIEDAD ANÓNIMA
        DE CAPITAL VARIABLE                                                                                       
|CORPORATE NAME
        
        SEGOVIA CIRCLE SOUTH                   16254                                                                                                                                             
|TAX DOMICILE               STREET                                              EXT. NUM. LETTER         INT. NUM.
        
        FORTH LAUDERDALE, FLORIDA, E.U.A.                                                     
|NEIGHBORHOOD                                MUNICIPALITY AND FEDERATIVE ENTITY            TELEPHONE                                                                                                                      
|IDENTIFICATION DATA OF THE TRANSFERING INDIVIDUAL(S) OR LEGAL ENTITY                                                                                                                                                     
|VALDIVIA                        LOMELI                   ADRIANA AND CO-OWNER                                                                                                                                            
|FIRST NAME                  SECOND NAME           NAME                                                                                                                                                                   
|CORPORATE NAME
        
        BOULEVARD BENITO JUAREZ                                                                                                104-21                                                            
|TAX DOMICILE                        STREET                        EXT. NUM. LETTER                        INT. NUM.
        
        ZONA CENTRO                                                 PLAYAS DE ROSARITO, B.C.
|NEIGHBORHOOD                          MUNICIPALITY AND FEDERATIVE ENTITY                   TELEPHONE                                                                                                                     
|DESCRIPTION OF THE TRANSACTION                                                                                                                                                                                            |                                                        
|PURCHASE AND SALE WITH MORTGAGE:                                                                                                                                                                                         
|LOT FRACTION NUMBER 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL 33 Z-1 P 2/5, WITHOUT BLOCK NUMBER, OF EJIDO MAZATLÁN, IN THE MUNICIPALITY OF PLAYAS DE ROSARITO, BAJA CALIFORNIA.                                     
|CADASTRAL CODE (S)                                                                                                                                                                                                        | EM-033-01                                              
|5520                                                                                                                                                                                                                      | MAY 13, 2013                                            | MAY 13, 2013       
|DEED NUMBER                                                                                                                                                                                                               | DEED DATE                                               | DATE OF ACQUISITION
|TAX PAYMENT                                                                                                                                                                                                              
|AGREED PRICE   143’640,000.00
        TAX VALUE         14,340,000.00
        APPRAISAL          143’640,000.00                                                                                                           | E - TAX (2% OF C-D)
        2’872,327.25               
|F - SURCHARGES FOR LATE PAYMENT
        __________/ (________MONTHS)                                                                                                                                                     
|LEGAL REDUCTION                 23,637.40                                                                                                                                                                                 | G - TOTAL AMOUNT TO BE PAID
        2’872,327.00 PESOS.
|TAXABLE BASIS                      143’616,362.60                                                                                                                                                                         | H - PAYMENT IN CASH OR CHECK                           
|TAXABLE BASIS USING         143’616,362.60
        THE ADJUSTMENT FACTOR                                                                                                                                                 
|Stated under oath of telling the truth that the data included in this document is truthful                                                                                                                               
|(ILLEGIBLE SIGNATURE)                                                                                                                                                                                                     | (ILLEGIBLE SIGNATURE)                                  
|SIGNATURE OF THE TAXPAYING NOTARY OR LEGAL REPRESENTATIVE                                                                                                                                                                 | COMPLETE NAME AND F.T.R. OF THE SIGNING PARTY          
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