SOCIEDAD EN COMANDITA SIMPLE

LIMITED PARTNERSHIP. The current Commercial Code states, "A limited partnership is formed by one or more limited partners who are solely liable for the capital they are obligated to contribute; and by one or more managing or general partners who are jointly and severally liable for the company's obligations, whether or not they make contributions to the share capital." According to our Code, this partnership is made up of two categories of partners: the general partners who are responsible for managing the business with joint and several and unlimited liability, and the limited partners who are not involved in the administration of the business and whose liability is limited to the amount of their contributions. FORM OF INCORPORATION A limited partnership is formed by public deed, that is, with the intervention of a notary public, and after its publication in a national newspaper, it must be registered in the Registry of Commerce and Joint-Stock Companies. At the time of this registration, the names of the limited partners are not included in the registry, but rather those of the managing or general partners. This is due to the degree of liability of each of them and because this aspect, along with unlimited and joint liability, is of interest to third parties with whom the company may contract, acquire rights, and enter into obligations. NAME OR COMPANY NAME The name of this company will consist of a random name, generally related to the company's business, with the addition of the words "sociedad en comandita simple" or its abbreviation "S. en C.S." or "S.C.S." When operating under a company name, it will be composed of the patronymic names of one or more managing or general partners, adding the words "Sociedad en comandita simple" or its abbreviation "S.C.S." E.g., "Ingenio Sociedad en comandita simple" or "Vásquez y Ortega." in C.S. or S.C.S.” Failure to comply with the above provisions will result in it being considered a partnership. Similarly, as indicated when referring to partnerships, they may choose a fictitious name, adopt a motto, etc., since there is no prohibition in this regard. SHARE CAPITAL The capital of a limited partnership is constituted solely by the contributions of cash or property, or both, of the limited partners, or by the limited partners and the general partners simultaneously. MANAGEMENT The management and representation shall be the responsibility of the general partners or managing partners. Limited partners may not interfere in any administrative acts or act as agents of the company. Otherwise, the offending limited partner shall be liable as if they were a managing or general partner with respect to said acts. They shall have the same liability, including for transactions in which they have not participated, when they habitually intervene in the management of the company's business. It is very Even if this legal determination is correct, if limited partners were allowed to interfere in administrative acts, given that they only have limited liability based on their contributions, it could easily lead general partners into excessively risky transactions, which could even jeopardize the company's solvency and, where appropriate, lead to its bankruptcy or dissolution. 8. NON-ADMINISTRATIVE ACTS The following are not considered administrative acts: examination, inspection, oversight, and verification authorized in the articles of incorporation, as well as opinions or advice given by limited partners. 10. APPOINTMENT OF ADMINISTRATORS The appointment of directors or managers must necessarily be made at the proposal of the managing or general partners and by a majority vote of the limited partners, in proportion to the capital contributed. Managing or general partners who have contributed to the share capital will also participate in the vote. 10.1. Exception for Limited Partners In In the event of death, incapacity, or disqualification of all managing or general partners, the limited partner may perform urgent management actions for the company's business until the situation is regularized, without incurring the liabilities of the managing or general partners. The company is dissolved if the situation is not regularized or transformed within ninety days, under the joint and unlimited liability of the limited partners. 11. TERMINATION Limited partnerships may be terminated: 1. By expiration of the time stipulated in the contract. 2. By agreement of the majority of the partners before the expiration of the term. 3. By loss of more than 50% of the capital. 4. By death of the managing partner(s). 5. By failure to fulfill the purpose for which it was created. 6. By expiration of the term stipulated for that purpose.