Example of a Joint Venture Agreement

Participation association contract

In Mexico City on August 20, 2014.

Contract entered into between Messrs. Rogelio Martínez Moreno and Mr. Jaime Torres Bernal; This contract will be entered into in order to formalize participation as a partner within the company called Autopartes Moreno S.A de C.V: Mr. Rogelio Martínez Moreno from now on will be called the associate and the counterpart will be Mr. Jaime Torres Bernal, who from now on will be called the associated.

The parties are fully in agreement with the name that will be followed in the rest of the contract and with the following statements and clauses:

STATEMENTS:

I. Declare the associator:

a) Trade honestly and legally in the property that has its fiscal address at Av. Poniente sur number 354 col Industrial Del. Iztapalapa México D.F as well as declares to be duly registered in the Federal Register of Taxpayers with the number: RFC. RPE902345ST.

b) Declares that its name is: Autopartes Moreno, dedicated to the business of automotive parts.

II. Declare (s), associate (s):

a) Be fully willing to enter into an association contract with the participation and intention of contributing economic goods to the associate, so that The activities of the business of said company are carried out as well as its participation in the profits, and of the losses caused by said business and its activities.

b) The associate declares to be in accordance with the percentage established in this contract as a participation in the final dividends that will be paid every thirty days.

c) They declare that they have their tax addresses at Calle Norteamérica No 23 Colonia Del Valle México D.F.

III. Attentive to the above, the following parts are conformed to follow:

CLAUSES:

First.- The parties agree that the object of this contract is the participation of the profits that as associate correspond for the economic contribution that will be provided to the company autopartes Moreno S.A de C.V

Second.- The amount that will be delivered to the associate will be 30% of the total and final earnings that will be distributed in the manner established in this contract in the period of thirty business days, amount that will be distributed after having made the payments and corresponding distributions between the workers.

Third.- The associate accepts the goods and services provided by the associate and undertakes to use them to promote the commercial activities indicated in declaration I of this contract. It also undertakes to participate to the associates in the profits or losses originating from their commercial operations mentioned above.

Quarter.- The associate will apply the resources exclusively to the line of business and movements corresponding to the business that is the object of this contract.

Quina.- In a period of six months, counted from the signing of this contract, a situation or report will be presented that explains the corresponding circumstance of the state provided by the company.

Sixth.- All goods provided by the associate must be monitored or maintained.

Seventh.- In the case of a change in the use of capital, a letter must be given that establishes the circumstances and corresponding motivations.

Eighth.- The associates may assign their rights with the prior authorization of the associate and giving thirty days advance notice.

Ninth.- The transfer of rights will be carried out, in accordance with the arrangements that are framed in the law and will be carried out through the faith of a duly certified notary.

Tenth.- In the event of the death of the contracting parties, the heirs may continue with the same character.

Eleventh.- New associates may be accepted with the approval of the associate, specifying in an additional relation their data, as well as their contributions in goods or services, the terms and percentages agreed for the distribution of profits or losses and the signatures of the contracting parties.

Twelfth.- The term of this contract will be (put the term of this contract), (it can be indefinite).

Thirteenth.- This association may be terminated at the will of any of the parties, with prior notice 30 days in advance, always in accordance with the corresponding legislation.

Fourteenth.- For any controversy, the parties will adjust to the jurisdiction of the courts of this city, renouncing any other jurisdiction or legislation.

The signature will be made on August 20, 2014, stating that your will has been freely expressed and that your consent does not is vitiated by any vice of the will and consequently, as a record, they stamp their signatures on the margin and at the foot of the Present.

The partner The partner
Rogelio Martínez Moreno Rogelio Martínez Moreno
Signature Signature

Witness I Witness II
Signature Signature