1E9Ct5D

4) That one or more shareholders are obligated to subscribe and pay a certainnumber of shares representing the capital of the company at a determinedor determinable price;iii) Transfers and other legal acts related to the ownership, transfer, or exercise ofthe preferential right, either with other shareholders or with third parties;iv) Resolutions to exercise the right to vote in meetings, as an exception to the provisionsof Article 198 of the LGSM;v) Resolutions to sell shares in a public offering. It should be emphasized thataccording to the last paragraph of Article 16 of the new Securities Market Law,the mentioned covenants between shareholders do not bind the company,except in the case of a court order.Although such legal provision has been considered unfortunate in that itlimits the enforcement of such covenants in relation to the company, except inthe case of a court order, we believe that such provision provides legal certaintyto the shareholders that execute these covenants, who now have an expresslegal basis to enforce such covenants among themselves; furthermore, if wetake into account the general legal principle res inter alios acta, according towhich contracts only bind those who execute them, we think that such provisionof the new law is correct, since if the covenants are executed between theshareholders, they should only be binding on them. In addition, we considerthat such provision does not limit the right of the company to be party to suchcovenants, in which case, if the company is a contracting party, such covenantswould be binding on it.In view of the above, we think that it is correct for the new Securities MarketLaw to recognize and validate the covenants between shareholders that incorporate practice are frequent, above all in joint ventures and strategic alliances;f) The SAPI can buy back its stock, with a resolution of the board of directors. Thebuy-back of shares was reserved exclusively to companies listed on the stockexchange and the new Securities Market Law has extended it to the SAPI, as anexception to the general prohibition with respect to stock corporations regulatedby the LGSM on acquiring their own shares;g) The SAPI are not obligated to publish their financial statements;h) They are not subject to the inspection and oversight of the National Banking andSecurities Commission, since their shares are not registered on the National SecuritiesRegistry.From the above indicated characteristics it can be concluded that the nature of the SAPIis that of a specialized stock corporation whose shares are not issued in a series or inmass to circulate on the securities market, with a special corporate governance and with315Commercial Companies Regulated by the Securities Market Law