Private Placement Memorandum - Agrimex Capital

Private Placement Memorandum
January 2012
Contact
Darren Niemann
dniemann@agrimexcapital.com
Juan Carlos Gómez Straffon
jcgstraffon@agrimexcapital.com
Spring
Chicago | 450 S. First Street | St. Charles, IL 60174 | (630) 673-6730
Ciudad de México | Homero 136, suite 101 | Colonia Polanco | 11560 | México, D.F. | México | (52.55) 52.55.38.91
12

THIS PRIVATE PLACEMENT MEMORANDUM WAS PREPARED BY AGRIMEX CAPITAL
FOR POTENTIAL INVESTORS WITH THE PURPOSE OF PROVIDING THEM WITH
INFORMATION ABOUT THIS INVESTMENT OPPORTUNITY IN THE AGRICULTURAL
SECTOR AND OBTAINING THEIR LETTERS OF INTENT.
THIS INFORMATION HAS NOT BEEN FILED WITH, REVIEWED BY OR AUTHORIZED BY
THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION NOR THE US
SECURITIES AND EXCHANGE COMMISION.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED
FOR SALE BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMISSION
NOR THE US SECURITIES AND EXCHANGE COMMISISON.
ii

Dear Investor:
Mexico City, May 25, 2012
We would like to present you with our Private Placement Memorandum for Agrimex Capital .We believe
that sustainable agriculture is the future of Agricultural and Economic development in rural Latin
America and this project is focused on bringing capital and job creation to one of the most fertile regions
in the World.
This document is comprised by an investment proposal, divided in five sections. The first section contains
general information about Agrimex Capital and its operating structure. The second section contains
details about Agrimex Capital´s general investment strategy and procedure. The third section describes
the market opportunity, the industry risks and our operation practices. The fourth section presents a
summary of terms of this investment proposal. The last section presents the details of the investment
vehicle.
We would be very excited about your consideration in being part of this initiative which will support
agricultural development in rural Mexico and is the start of a much larger vision of bringing capital and
job creation to one of the sectors with the most potential of high returns in the developing world. We
believe that Mexico and Latin America need projects like this to achieve sustainable economic growth and
build the founding blocks to move to a higher standard of living in their rural areas.
Best regards,
The Agrimex Capital Team
iii

TABLE OF CONTENTS
I. STRATEGIC PROPOSAL
II. AGRIMEX GENERAL STRATEGY
III. INVESTING IN BANANA PRODUCTION
IV. FINANCIAL OPPORTUNITY
V. SUMMARY OF TERMS
VI. DETAILED COST OF PRODUCTION

STRATEGIC PROPOSAL

STRATEGIC PROPOSAL
I Agrimex Capital
Agrimex Capital starts with the awareness of the need for access to capital in rural Latin
America. Our model is inspired by the U.S.model of Agricultural Investment firms, which
has been, in many cases the pivot for growth in the agricultural sector. Our mission is to
generate value in high return agricultural investment projects, create investment
opportunities, and link the private sector with the agricultural sector with the goal of
supporting rural areas in Mexico and Latin America.
Agrimex Capital is dedicated to finding and developing productive land which requires
investment to reach its development potential through a very technical and professional
administration, which has the highest standards of corporate governance and financial
administration of the assets for the project. Our role implies the constant communication
and cooperation with our partners and investors, as well as strategic buyers throughout the
longevity of the project. In this manner, we not only direct the financing, but also look for the
highest efficiency in land and the capitalization of high return investments.
Having the structural vehicle that Agrimex Capital brings to the table lowers the risk of any
agricultural investment, which might in the past have seemed like a high return investment
without the proper mindset in management. The strength that Agrimex has is in a solid
team of professionals, an array of very experienced advisors and a group of investors with
experience in many industries in different markets. By being one of the first firms in Mexico
to focus on agricultural investments, Agrimex brings the best opportunities to investors
looking for a high return investment with all the tools available to mitigate any risks, that in
the past might not have been available. Agrimex has the unique ability in this sector to be
able to reach to very experienced entrepreneurs and professionals with a large network in
strategic industry relations.

AGRIMEX CAPITAL STRUCTURE
Agrimex Capital is a limited liability company (the “Fund”) that lends money to and buys
fruit from our wholly owned subsidiary in Mexico. This Mexican Entity produces and sells
fruit to Agrimex Capital, and Agrimex Capital commercializes this fruit and charges interests
on the loan. Agrimex Capital is fully supported by the main partners of Grupo Linda, one of
the most experienced agricultural groups in Mexico, and
by a U.S. based investor who has been involved in a number of successful projects and
who is part of one of the leading emerging Venture Capital firms in the last few years.
Grupo Linda has been producing tropical fruits for the past 30 years managing 1,200
hectares in the states of Tabasco and Chiapas. Grupo Linda has also been a supplier for
Dole Foods and Chiquita Brands International, and has the highest quality standards
recognized by clients in the U.S. and Europe. The group has worked together with these
companies to find the best production practices in the market.
The highest management oversight in Agrimex Capital will be a Board of Directors, which
will be formed by the President of Grupo Linda and the President of Focal Point Ventures,
saving additional seats for investors, and technical and advisory seats which will be
assigned by directors.
Administration team and advisors
Roman Gomez Vaillard, Principal
Dr. Gomez Vaillard holds a PHD in Chemical Engineering from the Imperial College in
London. He has been one of the main producers of tropical commodities in Mexico during
the past 30 years with his main products being tropical fruits. He is one of the pioneers of
the now common palletized transportation of products and has been an exporter of fruits to
the US and European markets in the past decades. He has been the President of Mexican
Tropical Fruit Producers and the vice-president of the National Agricultural Council, being
recognized as one of the leaders in the Industry in Latin America.
Darren Niemann, Principal
Darren Niemann, a co-founder and principal of Focal Point Ventures, is a serial
entrepreneur. Mr. Niemann focuses on investments in information technologies and clean
technologies; specifically software, semiconductors, energy and bio-fuels. Mr. Niemann has
co-invested with numerous top-tier venture firms such as Kleiner Perkins Caufield & Byers,
Khosla Ventures, New Enterprise Associates and Benchmark Capital into companies such
as Bloom Energy and Fisker Automotive. Prior investments include Amyris Biotechnologies
(NASDAQ: AMRS), Motricity (NASDAQ: MOTR) and RMI Corporation (NASDAQ: NETL).
Prior to co-founding Focal Point Ventures, Mr. Niemann has successfully founded and
managed numerous businesses including restaurant chains, an insurance company, a
micro-loan finance company and an investment company. Currently, Mr. Niemann still
operates his commodities company, two professional sports teams, and a real estate
private equity fund. Mr. Niemann is a co-founder and partner of a real estate private equity
partnership focused on U.S. Midwestern real estate opportunities. In addition, he is the cofounder
of an international commodities group, Naif Al-Ghoroub, located in Amman,
Jordan. The company specializes in securing foreign government contracts for sugar, rice,
scrap metal, barley, seafood and a variety of other commodities.

As a sports enthusiast, Mr. Niemann is also currently a personal investor in two
professional basketball teams in Mexico playing in the CIBACOPA league,
www.tijuanazonkeys.com and www.mexicalibomberos.com. In his spare time, Mr. Niemann
is also an owner of an ice cream and dairy franchise, Oberweis Ice Cream & Dairy store
located in St. Charles, IL.
Juan Carlos Gómez Straffon, Advisor
Juan Carlos is an Economist and Political Scientist with a BA in Economics and Political
Science from Northwestern University. He was an Economist covering Mexico and Chile for
UBS AG and has been an advisor to many Agricultural Firms in Mexico including Grupo
Linda.
Oliver Meade Hervert, Advisor
Oliver is a Lawyer from ITAM University in Mexico City and earned an MBA from the
University of Notre Dame. He has more than 10 years of legal experience, and has
developed his career in the top law firms in Mexico, including Hamdan, Manzanero and
Associates, Santamarina y Steta and he is currently the in house council for Angel
Ventures Mexico. On the International spectrum, he was a consultant for the UN in Panama
City. He has been a profesor at ITAM, the Marista University and the Tecnologico de
Monterrerey and he is the author of a number of publications including four books
(Sociedades mercantiles, El derecho, Organización y gestión municipal, e Inversión en
proyectos de nueva creación: Un enfoque jurídico-estratégico). He has also been included
in the list of “Best Mexican Tax Lawyers” for the past three years in the Defensa Fiscal
Magazine.
Claudia Ludlow, Advisor
Claudia holds a bachelor in business administration with a concentration in finance from
ITAM. She is also a Chartered Financial Analyst candidate. Prior to Agrimex Capital, she
was a financial analyst in Angel Ventures Mexico and a consultant at Deloitte México.
OPERATING TEAM
The management team will be formed by an administrative team, a technical production
oversight team, and a logistics specialist. On the technical side, the team is comprised of a
technical group which will be in charge of production and development of land. Most of the
team will be drawn from Linda Group where there are many highly experienced agricultural
Engineers which have been producing in this region for many years. Our goal is to have the
highest experienced professionals handle each part of the production cycle.
Administrative team

The Administrative team will be conformed by the management team and a COO
who will be on site on a day to day basis. The main function of the Administrative
team is to coordinate the operation and overseeing the production and sales teams
while managing the operation finances. This team will include accountants and
managers who will make sure the operation is efficient and will schedule the
delivery of product and payment.
Technical team
The technical team will be conformed by the management team with Dr. Gomez
being in charge of the production team and overseeing production in each area.
Each area of production will be around 200 hectares and there will be one head
engineer overseeing all the areas. There will also be a head engineer on each area
of production who will be responsible for that specific area.
Packing Plant and quality control
Within each area of production there will be a head of production quality control and
a head of the packaging plant. The head of quality control will be responsible for
making sure that the quality of fruit always exceeds the requirements of the buyer.
Logistics
Agrimex will have a logistical specialist who will be in contact with the logistics team
from the buyers to ensure that pickup of fruit is done on a timely efficient basis.

ll. Agrimex General
Strategy
II Agrimex General Strategy

Agrimex Capital has the goal of consolidating itself as the primary financing option for high
potential Agricultural Projects in Latin America. In Mexico, the availability of private capital
for this industry is very low considering the high return there is in the production of several
agricultural products. The few investment firms in this country focus on more traditional
investments such as real estate and retail companies. This leaves a gap in the investment
market for Agrimex Capital to surge as an attractive source of financing for projects in the
Agricultural Sector.
INVESTMENT THESIS
The traditional investment options of private capital have returns directly related to the exit
strategies from the invested projects. These exits can sometimes generate attractive
returns and they convey some risk and high return horizons from 5 to 10 years. Agrimex
Capital offers a very attractive alternative to this investment structure by creating a model of
return of capital in an earlier stage. Agrimex Capital has a model in which investors get
yearly dividends for their investments with a return of their initial investment in year 7 at the
latest. In this sense, investors do not have to depend on an exit strategy to receive cash
flows.
The Mexican market presents an opportunity to invest in agricultural projects which has not
been adapted to a private capital model. Agrimex Capital looks to do it under an investment
thesis with four main goals:
Products with a Market Demand. This means Agrimex Capital focuses on
products that have a high demand both in the internal and external markets and
where we forecast an increase in demand paralleled with population growth and the
shift from junk food to more nutritious diets in the developed and developing
countries.
Opportunity within regions. This means these regions with high fertility land with
a high yield potential with a geographical location that is logistically adequate to
distribute the production to the markets.
Geopolitical locations and government support. This refers to projects in pacific
areas in highly democratic regions with strong local governments and reliable
communities, which will benefit from projects.
Low risk investments. This refers to our strategy of developing production only
when we can assure the demand for the product and get a hedge with a long term
buying contract from a large client. This eliminates the market risks and lets us
focus on creating the supply at a high efficiency to bring the best returns to our
investors and the best product to our clients. This is a model that has worked in
many parts of the world and is now being applied to Latin America.
The management of Agrimex Capital has as its foremost goal to achieve higher economies
of scale under a program of minimizing risks in any way possible throughout the whole
cycle. Agrimex Capital is committed to be at the forefront of agricultural production

technology and to capitalize on the experience of engineers who through trial and error
have made production more efficient in this commodity group.
Agrimex Capital Investment Thesis
Experienced
and
Professional
Management
Regions of
opportunity
-High yield
potential
-Logistical
Advantages
Production
Technologies
Market
High Demand
Products
Agrimex Capital
Low risk
-Production is
insured by
international
insurance
company
COMPANY AND AUDITING, INVESTMENT STRATEGY
Economies of
Scale
Third parties
involved
-Good
relationships with
local entities
agovernments
Technical
advances
always looking
forward

Selecting Land for Initial Investment
In order to select land, Agrimex requires the following criteria:
Stage I. Investment or acquiring the land
With the purpose of valuing the projects, the investment decisions by Agrimex Capital will
be based on these criteria for purchases.
Agricultural projects with a model of standardized production that is solid and well
defined with a high potential to economies of scale, replication and expansion
Agricultural projects where there is a high segmentation of the Industry and where
there is no monopoly
Land in production that is not managed at the highest levels
Clear Market Opportunities
Productive land
A very clear Exit Strategy
A clear vision of value creation through Strategic Alliances
Sources to find the land. The considered investment in land comes from many
different and diverse investment considerations. Our sources for projects include
State Governments, Federal Government, local government, local organizations,
national organizations, international organizations, research institutes, agricultural
research centers, to include some, where Agrimex Capital has strong relations and
has the ability to identify the most attractive investments in the agricultural sector.
Land that will be used for production. Agrimex is very careful when finding land
to develop. We look for land that has the optimal chemical composition and the right
texture to make the production conditions optimal. In the case of bananas we look
for soils that have a clay like texture at between 20% and 40% so that it retains the
right amount of humidity.
Agrimex Capital primary operating Model. Agrimex looks for fertile land that is
not in use for production or already in production, with the potential of increasing
yields per hectare and thus profits in the short to medium term.
Auditing for land. Agrimex Capital has an extensive experience buying land in the
southeastern states of Mexico and has state of the art technology to find the most
fertile land with the potential of having high production yields.
i. Auditing for new projects. Before making any investment, the land will
have a very extensive due diligence, where we can determine the
productive, financial and accountable potential of the purchased land.

ii. Purchase of land or area. Once the audit process of the land in production
is done, it is presented to the technical council for their consideration.
Closing. In the case that there is an agreement between the technical and
administrative groups, the investment will be conducted.
Investment terms
With the purpose of going forward with any investment, a summary of terms
agreement will be signed with the investor. The purchase of the promoted company
will be subject to the terms specified in the summary of terms agreement.
Stage II. Management
The creation of value is the object of our investment. By putting together fertile land and the
experience of Agrimex Capital both in the agricultural sector and in the financial sector,
Agrimex Capital seeks to create the most value and highest returns to their investors.
Agrimex has the following guidelines for the investments.
The most efficient administrative and budgeting functions
Investing capital to take advantage of clear opportunities
Aligning incentives with administration personnel
Optimizing financial and production strategies
Acquiring strategic assets
Implementation of corporate governance practices from the start of each Project
(please refer to “supervision and continuity implementation measures”
Stage III. Exit
What defines Agrimex Capital Investment’s model is the flow of cash back to investors from
year one. Agrimex will have a defined exit strategy which has the following options:
Sale to a private equity fund
IPO
Buyback program from Agrimex management
These exit strategies will be subject to consideration once the conditions are optimal
and there is a good opportunity to have an optimal sale price
Sale to another production firm

III. Investing In Banana
Production

III Investing in banana production
MARKET OPPORTUNITY
Banana is the world´s 4th largest agricultural commodity by volume and consumption. In
the United States alone, the market is 4.1 million banana boxes per week, which is the
equivalent of 1.7 bananas per U.S. habitant or 410 million bananas.
From an investment perspective, banana production has generated returns between 25%
to 29% after tax on average on a yearly basis for the past 20 years. The downside of these
investments has been the price volatility in the market. The volatility in prices brings much
uncertainty to producers who are willing to put more capital into producing higher volumes
but are not sure of the sale price. Agrimex Capital has secured a contract which will enable
the firm to sell bananas at a fixed price for the next 5 years thus eliminating any market
risk.
There is a growing demand from large International Companies to source fruit from very
fertile Chiapas, Mexico, mostly for logistical purposes and to move away from politically
unstable Central and south American countries where they have found it complicated to
have a consistent stable supply.
There are three main reasons why this demand surged and why they look to Mexico as
their future supplier:
High quality product. The Chiapas region has some of the best soils in the world
for the production of tropical commodities that combined with a very hot and humid
weather give path to very high quality production at high yields.
High supply potential and efficiencies. The median yield for technologically
advanced plantations in the region is 3200 boxes per year per hectare, where in
other regions the yield is much lower, such as in Ecuador and Honduras where the
yield is around 2000 boxes a year per hectare. Agrimex Capital focuses on the cost
of production per box, all things being equal; the higher yield per hectare gives a
higher return per box. This allows the international companies to get better prices in
this region because producers can supply more efficiently.
Geographical location. The geographical location of Agrimex I Banana Project is
of great logistical advantage for the U.S. market because of the cost savings this
generates by the shorter distance compared to other Banana ports.

RISKS ASSOCIATED WITH THE PRODUCTION OF BANANA
There are several risks associated with banana production:
Market Risk. Because of the volatility that is common in commodity markets, the
Price of bananas may vary 50% within one year, causing much uncertainty in the
markets. This volatility may cause prices to fall to a level where a production facility
may have low or no returns.
Climate Risks. Because of the tropical weather necessary for the production of
bananas, there is always an existent weather risk such as hurricanes and extreme
rain that can affect the plantations by delaying production. In extreme cases the
plantations have to be re-planted and investors would incur the additional cost.
Plagues. There is a risk of a plantation being affected with plagues which could
delay the production cycle and reduce the yield of product per hectare affecting the
return on investment in the bananas project.
Political Risk. There could be a political movement in the area which, if it becomes
violent, could delay the transportation of the fruit from plantations to the port.
Invasion Risk. The plantations could be invaded by one or more people and could
cause a delay in the production and packaging of the product.
Government Risk. The Government can impose a tax on the import of several
inputs used for production and would cause these inputs to rise and affect the costs
of the plantations.
Export Tax risk. An export tax could be imposed on bananas, which if high
enough, could affect the export costs to a point where there are low or no profit
margins for the exporters.
Terrorism. If there is an act of terrorism affecting the port then the fruit will have to
be exported to the US market through another port or by land which will delay the
transportation and affect the costs.
Risk from Buyer. The Buyer of production in the long term contract could default
on their contract which would then lead to litigation from producers.
Risk of market buyer. The company which we will enter the long term contract
could suspend operations due to cash flow or other problems and could ultimately
stop operating in which case we would have to sell the product to other buyers.
Management Risk. The experience of management team is crucial in achieving the
goals of this project and if the managers leave for any reason, be it, resignation or
illness, the project might be at risk and might not achieve the projected returns and
yield of production stated. If the General Partner does not perform satisfactorily the

management functions of the project, including but not limited to those describe
above, the membership could suffer a loss of all or substantially all of its assets.
Even where the General Partner performs the management functions described
above, there may be other factors or events that may negatively impact the value of
the membership.
Commodity Input Risk. If the inputs and raw materials used for production
fluctuate high in price, the returns will be affected as costs will rise and may cause
the project to present small or no returns.
GENERAL RISKS OF INVESTING IN MEXICO
Currency Risk. While investments in the membership will be made in U.S. dollars,
the LLC will invest in Mexico in investments denominated in Mexican currency.
Even where the LLC’s investments are profitable, there is risk that the currency may
be devalued, and, as a result, the LLC’s investments could lose a substantial
amount, or all of its value. The LLC may enter into futures, swaps, forwards, or other
investments designed to hedge against currency risk, however, there can be no
assurance that such investments will be successful in managing the risk.
Tax or Regulatory Risk. Investments in the LLC membership may have
unintended tax consequences for the Investors. Tax or Regulatory changes, or
other government action in Mexico may have a negative impact on the member’s
investments or on particular Investors. While the Managing members will generally
attempt to structure investments in a way that is tax efficient for the majority of
Investors, there is no assurance that this can be achieved or that a change in tax
law, a regulatory event, or other government action will not cause a substantial loss
to the investment.
Illiquidity of membership’s Investments. The membership’s investments will not
be listed on a stock exchange. There is no expectation that a market for the
membership’s investments will develop. The membership generally will attempt to
exit or otherwise dispose of its investment through public or private sales of the
investments. However, there is substantial risk that the membership will be unable
to sell or otherwise dispose of its investments during the term of the membership.
The illiquidity of the membership’s investments combined with the concentration of
its investments in one sector and in one region of the world, may result in a loss of
all or substantially all of an investment in the membership.
Other Investment Risks
Market Illiquidity and Volatility. Mexican private securities are smaller, less liquid
and more volatile than securities on the major securities markets in the United

States and Europe. The limited liquidity of the Mexican private investments as well
as the size and nature of Mexican private securities market, may adversely affect
the membership’s ability to acquire or dispose investment at the price it would like to
do so.
In addition to their smaller size, lesser liquidity and volatility, Mexican private
securities markets are less developed than those in the United States and Europe.
Disclosure and regulatory standards are in many respects less stringent than U.S.
and European standards.
Valuation. The valuation of private companies, whose securities are unlisted or
illiquid, may be very difficult and will depend on the valuations of the General
Partner. As a result, Investors may not have, at any particular time, an accurate
valuation for the membership and its assets.
Reporting Standards. Companies in Mexico are subject to accounting, auditing and
financial standards and requirements that differ, in some cases significantly, from
those applicable to U.S. or European companies. In particular, the assets and
profits appearing on the financial statements of such companies may not reflect
their financial position or results or operation in the way they would be reflected had
such financial statements been prepared in accordance with U.S. or European
generally accepted accounting principles. In addition, financial data may be
materially affected by restatements for inflation and may not accurately reflect the
real condition of companies and securities markets. There is substantially less
publicly available information about the companies in emerging market jurisdictions
than there is about U.S. or Western European companies. As a result, Investors
may have difficulty in obtaining information about the value of their investment other
than from information provided by or on behalf of the membership.
Other Economic and Political Risks
Political Risk. Mexico has experienced political division during the past two decades
and could experience significant political division in the future. Any such occurrence
could materially adversely affect the membership investments and performance.
Currency Risk. The membership’s investments generally will be made in Mexican
currency, as will any payments to the membership by its Investee Companies and
any money received by the membership upon the sale or other disposition of its
investments. The membership may, but is not required to, hedge its investments
against currency risk, and such hedging may not be feasible, may be prohibitively
expensive, and may not be ultimately successful even if employed by the
membership. Accordingly, the membership’s return on its investments may be
adversely affected if any currency in which it receives payment depreciates with
respect to other currencies. In addition, the membership’s investments may be
subject to exchange controls and similar regulations imposed by the Mexican
government, and to restrictions or limitations on its ability to convert currency.
Legal Infrastructure. The relevant legal infrastructure governing investments by the
membership in Mexico may not be as developed as the corresponding legal
infrastructures in certain other countries. Accordingly, the membership may not
have the same level of protection or rights to information with respect to its
investments as it might if it invested in entities in certain other countries.

Investment and Repatriation Restrictions. Mexico requires governmental approval
prior to investments by foreign persons or limit the amount of investment by foreign
persons in a particular company or economic activity, or limit investment by foreign
persons to only a specific class of securities of a company that may have less
advantageous terms than the classes available for purchase by nations. Mexican
jurisdiction also restricts investment opportunities in issuers or industries, including
certain utility infrastructure sectors such as electrical power generation, deemed
important to national interests. The membership could be adversely affected by
delays in or a refusal to grant, any required governmental approval for repatriation
of capital and gains, as well as by the application to the membership of any
restrictions on investments.
Inflation. Mexico may experience volatile rates of inflation in the future. Inflation and
rapid fluctuations in inflation rates can have negative effects on the economy. If
inflation and rapid changes in inflation were to occur in Mexico, they could have an
adverse affect on the performance of the membership’s Investments.
Government Actions. Government actions in Mexico could have a significant effect
on Companies and economic conditions, which could affect private sector
companies and the membership, and on market conditions, prices and yields.
Furthermore, there can be no assurance that reforms initiated by past governments
will continue or, if continued, will meet the goals set by the government.
Expropriation Risk. It is possible that the Mexican government may expropriate, or
take other actions, that will greatly reduce or eliminate the value of, or the
membership’s economic or legal interest in land and company assets.
Other Operational Risks
Liquidation. If the membership became insolvent, the Investors may be required to
return with interest any property distributed to them that represented a return of
capital, repay any distributions wrongfully made to them, and forfeit any
undistributed profits.
Reliance on the members of Agrimex Capital. Should any of the members of the
General Partner become incapacitated or otherwise withdraw from participation in
the membership’s management, it could have an adverse affect on the
membership’s performance.
AGRIMEX PRODUCTION PRACTICES
Land that will be used for production of banana
Agrimex is very careful when finding land to develop. We look for land that has the
optimal chemical composition and the right texture to make the production
conditions optimal. In the case of bananas we look for soils that have a clay like
texture at between 20% and 40% so that they retain the right amount of humidity.
Production Techniques

The production practices at Agrimex are the result of 30 years experience of tropical
commodity production for markets who demand high quality products.
The steps to production
We use machinery to prepare the soil by softening the outer cortex of the land, and
then getting rid of the weed in the soil.
After 10 days of softening the soil and getting rid of the weeds, we then prepare the
land by leveling the soil and mold the area so that it has the right angle of
integration.
We then prepare the terrain for drains. It is very important to have a good drainage
system that can let us control the flow of water in and out of the plantations. Having
a good drainage system will eliminate the risk of flooding and will let us control the
flow of water to the plantation.
Tracing the design of the plantation where the plants are going to be is the next
step. We look to place plants at an optimum distance between each other so that
we can have the most efficient production practices and have the highest quality
and yield per hectare of production.
Irrigation system
We incorporate the irrigation system into the list of most important factors because
the humidity in the area varies in the different months so we have implemented a
system to keep humidity at the optimal levels throughout the year thus eliminating
any risk of insufficient humidity.
Fertilization
We do soil chemical tests every year to ensure that our soils have the right nutrients
which will help the plants have the best growth cycle and yield great quality.
Plant nutrition
With the goal of getting the best yields with the land we apply phosphonitrate,
superphosphate, UREA, calcium and potassium chloride.

Cost of Production (in Mexican Pesos)
As you will observe in the following spreadsheet, these are the production costs per hectare and
per box in the Chiapas region. These costs are based on a 3,250 box per hectare production per
year. Our goal is to be way above this production number as we have been for many years.
Through trial and error, and gaining experience we have come up with efficiency and optimizing
engineering which gives us yields above the average in the Region.
Costs per hectare per box
Administrative costs 4,888.00 1.63
Re establishing plants 679.90 0.23
Maintenance 9,945.30 3.32
Labor 2,944.50 0.98
Raw materials 7,000.80 2.33
Fruit Protection 13,844.74 4.61
Labor 3,708.58 1.24
Raw Materials 10,136.16 3.38
Fertilization 18,580.52 6.19
Labor 1,139.32 0.38
Raw Materials 17,441.20 5.81
Irrigation 1,430.00 0.48
Draining 799.50 0.27
Sygatoca control 23,185.00 7.73
Labor 3,185.00 1.06
Raw Materials 20,000.00 6.67
Pest Control 2,791.00 0.93
Pest Control 1,834.70 0.61
Management of Machinery 1,823.75 0.61
Harvesting 968.50 0.32
Harvesting 7,087.60 2.36
Packaging 13,650.00 4.55
Indirect Costs 1,950.00 0.65
Misc 9,900.00 3.30
Office Administration 2,200.00 0.73
Total 115,558.50 38.52
USD Exchange rate at 12.90 $ 8,958.02 $ 2.99
The total cost per hectare every year comes up to $115,000 Mexican Pesos. At an exchange rate of
$12.99 Mexican Pesos per USD, which is the average exchange rate for the past 12 months, the
total cost per hectare per year comes to $8,896 USD per hectare. This brings us to a cost around

$2.99 USD per box. We are expecting to secure a 5 year contract at a sales price above $5.90 USD
so our projected after tax profit per box will be above $2.90 USD. This would mean a $7,500 USD
net profit per hectare per year with an initial cost of $23,000 USD to start or acquire the plantation.
Costs of Developing Acquired Land (not currently in
production)
These are the costs associated with the development of land that is currently not in
production. The investments will focus on finding the best investment opportunities in
either land already in production or developing land.
Cost of
Developing
Acquired Land
Per Hectare 1000 hectares
Land $9,000.00 $9,000,000.00
Preparing Land $2,500.00 $2,500,000.00
Plant
Infrastructure,
$5,000.00 $5,000,000.00
Packing facility $2,500.00 $2,500,000.00
Insurance $500.00 $500,000.00
Machinery $2,000.00 $2,000,000.00
Working Capital $1,500.00 $1,500,000.00
Total $23,000.00 $23,000,000.00

IV. Financial Opportunity

IV. Financial Opportunity
Because of the great market opportunity, Agrimex Capital is convinced that creating a
financial entity to finance the production of Bananas at a controlled risk is a great
opportunity for investors to help contribute to the development of rural Latin America and in
this case Mexico. We estimate that this Project will generate 1,000 direct Jobs and 200
indirect Jobs.
Agrimex is looking to purchase and manage 1,000 hectares of banana production under a
sales contract with a large US based food company. The investment will be $23 million
USD and it would include the development of new land as well as the acquisition of
developed land. Our investment horizon for an exit is at the most 7 years. As mentioned
earlier, Agrimex has a model where investors receive cash flows starting in the first year,
which makes the investment very interesting.
Financial Projections Per Hectare
Sales
Gross
earnings
Operative
earnings
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6
$12,463,750.00
$5,703,750.00
$5,703,750.00
$19,175,000.00
$8,775,000.00
$8,775,000.00
EBITDA $5,703,750.00 $8,775,000.00
Net
income
$5,133,375.00
$7,897,500.00
$19,175,000.00
$8,775,000.00
$8,775,000.00
$8,775,000.00
$7,897,500.00
$19,175,000.00
$8,775,000.00
$8,775,000.00
$8,775,000.00
$7,897,500.00
$19,175,000.00
$8,775,000.00
$8,775,000.00
$8,775,000.00
$7,897,500.00
$19,175,000.00
$8,775,000.00
$8,775,000.00
$8,775,000.00
$7,897,500.00

INVESTMENT TERMS AND WATERFALL
Investment terms in Agrimex Capital
General Partner Agrimex Capital
Fund Size USD 14 million
Investment Region Chiapas and Tabasco (México)
Investment Period 7 years (two one-year extensions)
Preferred Return 5%
Project yearly projected return IRR 30%
Yearly principal payment (possible, decided by 10%
management)
Objective investments New and developed banana plantations
Minimum investment ticket in Fund USD 100,000
*The first payments to investors will be paid quarterly, following the start of the sales
process.
The payment structure of the investment is as follows:
Waterfall
Investment Returns
Dividend Payment 75% of net profits Annually
Principal Payment (possible) 10% of principal Annually
Total payment of principal Year 7
Term of investment 7 years
HISTORICAL RETURNS AND INVESTOR EXPECTATIONS
Frequency
Historically, the return of banana production in the Chiapas region has ranged between
37% and 46% before taxes, with a 42% average return. These returns are based in a range
of production between 3,000 and 3,500 boxes by hectare, with an average of 3,250 boxes.

If we compare these returns with those in the private equity industry and the market
indexes of the last 20 years, we appreciate that the returns of banana production are
higher.
Thomson Reuters. Private Equity Performance Index in the US.
Investment horizon until December 31, 2010
Fund type
20 years
Seed/Angel capital 21.8
Private Equity – Balanced 14.5
Private Equity - Later stage 14.5
Private Equity – Total 17.0
NASDAQ 7.3
S&P 500 6.1
Thomson Reuters / National Venture Capital Association
Fund Type 20 years
Banana production 25%
Projected payments to Investors per hectare
Investors will receive 75% of the profits made.
Investors will receive full payment of principal investment at some point between
years 5 to 7.
Agrimex will have the right to pay back capital to investors anytime sooner than year
5 to 7.
Projected Returns per Hectare
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Yearly Net Profit $5,703.75 $8,775.00 $8,775.00 $8,775.00 $8,775.00 $8,775.00 $8,775.00
Yearly Return 22% 34% 34% 34% 34% 34% 34%
Expected Investor
Returns 19% 29% 29% 29% 29% 29% 29%
These payments are per Hectare Investment, minimum investment
ticket is 100,000 USD

V. Summary of Terms

V. Summary of terms
a) Investment vehicle
Agrimex Capital will be a US based LLC which will have as its main activity the financing
and sales of Agricultural Products.
b) Legal structures of the business
Agrimex LLC will finance the production of Agricultural Products in Mexico through its
Mexican Entity which will be a “Sociedad de Produccion Rural de Responsabilidad
Limitada” The purpose of this entity is that since it is registered as a Rural production
company, the tax corporate tax rate is at 18% instead of the 30% tax rate in Mexico.
The final sale of product will be done through Agrimex LLC USA with the purpose of having
the most transparent and efficient fiscal structure.
Agrimex LLC will lend capital to its Mexican subsidiary.
Agrimex LLC and the Mexican entity will also enter a supply and purchase
agreement for these Agricultural Products. The agreement will be a long term
contract at a fixed price.
Sales to the US client will be done through Agrimex LLC USA with the purpose of
having a more transparent and efficient tax strategy.
BEST CORPORATE GOVERNANCE
The Fund, as LLC is based on best practices of corporate governance with the objective to
assure that business operation is based on clear rules to guarantee healthy growth and
financial controls for the protection of investors.
i. Minority Protection. The LLC structure adopted allows the protection of the interests of
minority investors, providing them with the rights to veto strategic decisions, such as those
related to changing bylaws, selling assets, engaging in mergers & acquisitions, budget
control and decisions on dividends.
ii. Financial Controls. The board of directors assures that capital is strictly invested according
to the business plan and budget.
iii. Financial Locks. Controls are established over managers with access to financial
resources.
iv. Audit Committee. This committee will assure compliance with accounting standards and
regulations.
v. Compensation Committee. This committee will assure that compensation be homologated
with market standards.
vi. Board of Directors. Agrimex Capital will be managed by a board of directors, which will be
responsible for conducting all the necessary activities to comply with the objective of
Agrimex Capital, including the approval of the annual valuations of the portfolio of
plantations, budgets, financial statements, audit reports and management policies.

VI. Detailed Costs of
Production

Detailed Costs of Production
Here are the detailed costs of production. These costs are based on the
average production costs released by the Banana association of
Mexico as an average for the production areas in Mexico but we expect
to reach higher efficiencies through our experience and engineering
capabilities. The total cost per box comes to US$ 2.99.
We have been talking to the buying party about signing a supply
contract at prices above US$5.90 per box, which as mentioned before
in this document will give us substantial margins. As we become more
efficient and have more productivity per area, our average cost per box
will be lower. These costs are at an exchange rate of $12.90 pesos per
USD when today’s exchange rate is around $13.20 which would be a
lower cost per box in dollar terms. We would like to mention that the
currency risk is completely mitigated in the long term buying contract as
the price is indexed to the exchange rate and any sudden and
significant move would make a price per box adjustment on the
contract. We try to be conservative with our projections but we could
expect to have considerably lower costs per box within the first 2 years.
Detailed Costs
Description
Unit
Unit Cost
Quanitity
Cost per
hectare per
year
Boxes per
week per
hectare
Weeks Total Boxes
per year per
hectare
Cost
Per Box
(pesos)
59 52 3000
Administrative Costs 4,888.00 1.63
Personnel
Farm manager Daily 180 1,460.00
Farm manager assistant Daily 120 974.00
Packing manager Daily 170 1,257
Warehouse manager Daily 134 391.00
Administrator Daily 140 409.00
Land manager Daily 80 234.00
Night personnel Daily 100 292.00
Benefits Daily 1,128.00
Re-establishing plants
0.49
0.32
0.45
0.13
0.14
0.08
0.10
0.38
679.90 0.23

Plants Daily 70 7.5 523.00
0.17
Benefits Daily
Daily
156.90
0.05
Maintenance 9,945.30 3.32
Labor 2,944.50
0.98
Herbicide Daily 60 9 540.00
0.18
Herbicide Daily 85 15 1,275.00
0.43
Cleaning drains Daily 75 6 450.00
0.15
Benefits Monthly 679.50 0.23
Raw materials 7,000.80
2.33
Glifosato Ha 12 147 1,764.00
0.59
Paraquat Ha 14 100 1,400.00 0.47
Leafe control Ha
Leafe control
Ha 30 52 1,560.00 0.52
Plant control Ha
Control Ha 160 8.66 1,386.00
0.46
Benefits Monthly 883.80 0.29
Machetes Piece 65 0.1 7.00
0.002
Fruit Protection 13,844.74 4.61
Labor 3,708.58
1.24
Bagging Daily 29 52 1,508.00
0.50
Tying Daily 22 52 1,144.00
0.38
Bag control Ha 9 9.00
0.003
Cutting other plants Piece 0.5 18 9.00
0.003
Protection against sun Daily 10.75 17 182.75
0.06
Benefits Month 855.83
0.29
Materials 10,136.16
3.38
Bag Kg 45 156 7,020.00
2.34
Pita Kg 41.58 72 3,008.16
1.00
Cinta Kilogram 36 3 108.00 0.04
Fertilization
18,580.52 6.19
Labor
1,139.32 0.38
Fertilizer unloading Sacks 0.9 48 43.20
0.01
Storing fertilizer Ha. 24 12 Aplic. 288.00 0.10
Mixing Fertilizer Ha. 7.2 12 Aplic. 86.40
0.03
Distributing Fertilizer. Ha. 7.2 12 Aplic. 86.40 0.03
Applying Fertilizer Ha. 25.2 12 Aplic 302.40 0.10
Applying Other Ha. 35 2 Aplic 70.00
0.02
Benefits 262.92
0.09
Raw materials 17,441.20
5.81
Triple 16 (2 aplic) Kg 5.904 400 2,361.60 0.79
Urea (6 aplic) Kg 5.404 1200 6,484.80
2.16
Potasium (4 aplic) Kg 6.029 1200 7,234.80
2.41
Pro-root + minab Kg 4+8 kg. 220 + 60 1,360.00
0.45
Irrigation
1,430.00 0.48
Water bomb manager Turno 190 1.72 328.00
0.11
Watering Manager Turno 190 1.72 328.00
0.11

Maintenance Jornal 100 1.72 172.00
0.06
Watering Manager Jornal 158 1.72 272.00
0.09
Benefits 330.00
0.11
Draining
799.50 0.27
Secondary Drainage System M Lin. 2.5 100 250.00 0.08
Dissolving of Gavetas M. Lin. 0.913 400 365.00 0.12
Benefits 184.50
0.06
Sigatoka control
23,185.00 7.73
Labor
3,185.00 1.06
Inspection Daily 167 2.87 480.00
0.16
Banderero de sigatoka Ha 1.76 42 Aplic. 74.00
0.02
Deshoje (leaf control) Ha. 35 52
1,820.00
Semanas
0.61
Fumigation Ha 36 2 Aplic. 76.00
0.03
Benefits 735.00
0.25
Raw materials 20,000.00
6.67
Calixin Liter 441 3 0.00
1.20
Triazoles (sico y Folicur) Liter 946 3.2 0.00
0.90
Oils for plants Liter 16 84 0.00
0.17
Protectantes (mancozeb) Kg 74 56 0.00
1.50
Inex-A Liter 58 8.4 0.00
0.07
Resinal Liter 110 91 0.00
1.2.
Airplane Ha 130 42 Aplic. 0.00 2.20
Pest control
2,791.00 0.93
Aplicar Nematicida Inyec. Ha 70 1 70.00
0.02
Benefits
Raw Materials
21.00
0.01
Nematicida (Rugby) Kg 45 60 2,700.00
Pest control
1,834.70
0.90
0.61
Moko Inspector Daily 100 415.00
0.14
Moko Erradicator Daily 85 352.46
0.12
Benefits 230.24
0.08
Raw Materials 837.00
0.28
Management of machinery
1,823.75 0.61
Tractor Drivers Daily 110 178.00
0.06
Cutter Jornal 120 584.00
0.19
Diesel Daily 8.69 75 651.75
0.22
Repairing Water Bombs 150.00
0.05
Maintenance 260.00
0.09
Harvesting
968.50 0.32
Person Daily 80 330.00
0.11
Cutter Daily 100 415.00
0.14
Benefits 223.50
0.07
Harvesting
7,087.60 2.36
Fruit Cutting Daily 1.92*50=96 52 4,992.00
1.66

$1.92
/plant 0.00
Fruit Control Daily 100 1.24
124.00
semanas
0.04
Recover of Pita Piezas 0,20 250 50.00
0.02
Protection of barrier building Daily 50 3.72 186.00
0.06
Cable Cleaning Daily 50 1 50.00
0.02
Rodinero Daily 50 1 50.00
0.02
Benefits 1,635.60
0.55
Packaging Cost/box boxes
13,650.00 4.55
Cost/box 3.5 3000 10,500.00
3.50
Benefits 3,150.00
Indirect costs
Benefits
1,950.00 0.65
150.00 0.05
Electricity for water dispersion 1,800.00
0.60
Indirect Costs 9,900.00
3.30
Office adm 2,200.00
0.77
Total 115,558.50
*Production costs Average in Chiapas
**Production Costs per box ***2,000 plants per hectare
Cost per
box
(pesos)
USD/MX
exchange rate
USD
cost
per
box
$115,558.50 $38.52 12.90 2.99
10% inflation $127,114.35 $42.37 12.90 3.26
USD at 12.90 $2.97