Europe North America South America Asia Advisory Proposal

Europe North America South America Asia Advisory Proposal

Disclaimer This Proposed Planning has been prepared exclusively for #company_name# shareholders (hereafter 'THE CLIENT'). This document is for guidance only, and although ONEto. ONE will always try to fulfill the objectives scrupulously, it will depend on the agility of the companies interested in #company_name# as well as the involvement of the Company in the sales process. Henceforth, all reference to the "Project" will be in regard to the potential transaction. The generic definition of Proposed Planning is always subject to changes unrelated to the work of the advisor. Some of these changes made by the interested companies will be related to information supply, meeting organization and trip planning, etc. Additionally, other changes unrelated to ONEto. ONE and the Company can affect the process and are related to the amount of interest that the sale process awakens between possible buyers, the approval mechanisms of the different buying boards, the search for financing, etc. As a result, it is generally assumed that an exact methodology to define said Planning does not exist and that the work set out here can differ from that reached at the completion of the sales process for reasons unrelated to ONEto. ONE. In order to complete this work, we have based our practice on the experience of ONEto. ONE in this type of processes on the preliminary information given to us by the Company's management and the validity of their indications and opinions during our conversations. Under no circumstance will ONEto. ONE Corporate Finance take responsibility for the loss, damage or costs that could arise due to fraudulent or non-fraudulent acts, omission of information, false representation, fault or deliberate negligence or any other error committed in relation to the information that has been given to us by the considered companies, by its management, employees or advisors. www. onetoonecf. com 2

Dear Sirs/Madam, According to your request, we are pleased to introduce our proposal for professional collaboration, based on the search for targets and advice in negotiating with potential targets. This proposal is valid for 30 days from the date of delivery to the Client. We hope that the proposal conforms to the needs that have arisen and we take this opportunity to thank you for the opportunity to present our professional services. Yours sincerely, #oner_name# #oner@onetoonecf. com# www. onetoonecf. com

1. Background

Background www. onetoonecf. com

2. ONEto. ONE Corporate Finance – Who we are? ONEto. ONE Corporate Finance has an international team of mergers and acquisitions specialists that advises middle market companies, with the mission to maximize value for the client.

100+ Professionals specialized in cross-board transactions 50 M+ Companies accessible worldwide 24+ Countries 1400+ Mandates 50%+ Cross-border transactions 50%+ Sell-side deals sold to industrial buyers Confidentiality Our transactional methodologies and processes are handled in a safe and highly secure environment – designed specifically for delicate and confidential M&A negotiations. Independent Conflict free advisory services. A “boutique” tailormade approach, bespoke methods and processes. Technology Our proprietary tools, data management and analytic systems provide a complete solution that allows our clients to have total control over the transaction process. Leaders Leading, award-winning corporate finance house with a focus on midmarket. Resource & Scale 60+ Dealmakers, 100+ dedicated professionals across 25+ international offices, in 16 countries Sector Focus Having dedicated sector experts gives us an unrivalled understanding of your market and to have strong, relevant relationships with trade and institutional buyers www. onetoonecf. com 7

Services Independent and expert advice on M&A and related transactions Sell-side M&A • Core market research • Deal marketing • Buyer identification • Buyer contact • Buyer selection • Due diligence support • Valuation • Transaction negotiation • Fairness opinion • Financing/capital raising Fund Raising • Relationships throughout • • the lender and investor community • Senior debt • Subordinated debt • Equity fund raising Regular dialogues with a large variety of financing sources Story-oriented transactions Competitive process Listing sponsors in Europe More services Buy-side M&A • • Core market research Target identification Target contact Due diligence support Valuation Transaction negotiation Fairness opinion Financing/capital raising Business Plan Development Fairness Opinions Strategic Alliances and Joint Ventures Capital Restructurin g Strategic Advice Valuations in connection with: • Mergers • Acquisitions • Private Placement • Private Public Partnership Third-party fairness opinions • Independent • Unbiased opinions Corporate Refinancing Valuations Merger Planning and Execution Debt Restructuring www. onetoonecf. com 8

A Middle Market Focused Business Education Consumer Healthcare Manufacturing q We have the scale to deliver all types of middle market transactions effectively. q Focus on mid-market transaction globally with a dedicated and highly experienced team. q Strong track record in assisting entrepreneurs and financial sponsors in selling their businesses to both domestic and global buyers. Food and Beverage Financial Services q Senior level commitment from kick-off to closing, across multiple offices overseas. q Numerous industrial credentials local and internationally. Business Services TMT Real Estate www. onetoonecf. com 9

24 hours a day – 7 days a week We offer the clients a tool that allows them to have access to all the information linked to their mandate anytime, anywhere, with the touch of a screen. Our client is provided with a clear view as to the parties contacted, the conversations taking place, the mandate´s current progress and the downloadable documentation compiled for him. Through the use of this technology platform, ONEto. ONE gives you visibility into every step of the process throughout the transaction. www. onetoonecf. com 10

3. ONEto. ONE Corporate Finance Track Record

Track record ONEto. ONE Recent Sell-side & Exits www. onetoonecf. com

Track record PILAR Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus IRON II Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. BETA RUBBER Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. www. onetoonecf. com

4. ONEto. ONE Sell-Side Mandate

Sell side mandate In order for the deal to be a true success, it is important to not only find a buyer, but to find the buyer who will create maximum value for the company, as well as to present the company adequately, manage the information, frame the negotiation to have good alternative buyers. The workflow diagram below illustrates the 3 phase approach ONEto. ONE will follow as an advisor to the Client throughout its search for acquisitions and investment opportunities. Valuation & Sales Process Presentation s Binding Offer & Due Diligence ♦ NDA ♦ Follow-up ♦ Information Memorandu m ♦ Teaser ♦ Binding Offer ♦ Reports about meetings and report DOCUMENTATION contacts NEGOTIATION MARKETING DOCUMENTATION MARKETING Select candidates and Contact Non-binding offers & Data room ♦ Long List ♦ Short List ♦ Non-binding offers ♦ Reports about meetings and contacts NEGOTIATION Negotiation & Close ♦ Sales & Purchase agreement (SPA) www. onetoonecf. com 15

Sell side mandate DOCUMENTATION PHASE The Documentation Stage of the sales process begins with the negotiating of conditions and the signing of a contract between THE CLIENT and ONEto. ONE. Both parties will work together to define the strategies on which the operation will be based. The necessary documentation will be made so that any potential candidate will be able to evaluate the operation: Valuation Report (optional), Information Memorandum and a Blind Teaser. The documents, Information Memorandum and Blind Teaser, will serve as a support to the operation and the Valuation Report will be used as a tool to help the negotiation Valuation Report & Information Memorandu m In this stage, a selection of possible candidates will be made, in accordance with THE CLIENT, and the first contact with potential buyers will be made so the Company and the proposed transaction can be presented. The strategy will be gathered in the Mapping Report, which includes a list of targets and their strategic fit. Candidate Selection and Preliminary Contacts www. onetoonecf. com 16

Sell side mandate MARKETING PHASE This stage requires a high investment in time, not only due to the implied difficulty that comes with trying to get in contact with the right person, but also due to the effort that comes with having to follow up every call in order to meet with said person. The document that the potential buyers will receive in this initial stage is known as the "Blind Teaser“. Target Analysis Once the "Blind Teaser" has been analyzed by the potential buyers and their interest in continuing to study the proposed investment has been verified, they need to sign a non-disclosure agreement (NDA) in order to receive information contained in the document known as the Information Memorandum. Non-Binding Offers & Data Room ONEto. ONE will receive and evaluate the Non. Binding Offers made by potential buyers, as well as negotiating their course. When one of the Non-Binding Offers is accepted, THE CLIENT will offer the possibility of organizing data collection and data confirmation days, which will be coordinated and supervised by ONEto. ONE will establish a work calendar with possible buyers to set dates for the supply of information and take minutes of the meetings between the parties. www. onetoonecf. com 17

Sell side mandate NEGOTIATION PHASE Once all the potential candidates have presented their binding offers, THE CLIENT will have to choose that better suit his interests. The selected candidate will be entitled to a period of exclusivity. ONEto. ONE will analyze the Binding Offers in collaboration with the legal advisors designated by THE CLIENT. These offers will be subject to a verification and auditory process known as Due Diligence. In this stage, the general terms and conditions of the Transaction will be established. As well as advising THE CLIENT, ONEto. ONE will also coordinate the Due Diligence process with the buyer´s advisors. Binding Offers & Due Diligence The negotiation process with the potential buyer is defined and organized with the help of ONEto. ONE. The objective is to get the most favorable terms and conditions for the Transaction. ONEto. ONE actively participates in the negotiation and promotion of the signing of the Sales & Purchase Agreement (SPA), which should reflect the final terms and conditions negotiated with the investor. Negotiation & Closing www. onetoonecf. com 18

Sell side mandate Clarity Our Technology ONEto. ONE uses cutting edge software called Clarity that significantly reduces for our client the stress of the buying and selling processes: At what stage is the operation? How many parties are interested in my business? Who are they? With a simple touch of the screen, you can access your mandate, and review the progress of your sale or acquisition request. You can download the documentation that we develop for you, or consult on which investors we have contacted in a simple and fast way. Clarity, a internal application only for our clients, helps us be 100% transparent with you, 24 hours a day. You decide when and where you access Clarity complies with the highest standards of confidentiality. Only you can check the information related to your company. You control the process. Data Room Access In order to guarantee the confidentiality of the process, ONEto. ONE provides a Virtual Data Room for each mandate / operation. Access to this is provided to the interested party once the Indicative Offer has been signed. This platform allows the parties to access and share sensitive documents and can prevent the printing or downloading of the information. Thanks to the Virtual Data Room, the confidentiality of the process is mainteined, avoiding among other things, the risk of uncontrolled information travelling by e-mail. Therefore, the Data Room allows the ONEto. ONE team and the client to both monitor the entire Due Diligence process. www. onetoonecf. com 19

4. Team

Team Core Execution Team #ONER_1# Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. #ONER_2# Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. #ONER_3# Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. www. onetoonecf. com

Team United States Seasoned bankers globally work as one team to access investors worldwide China Argentina Belgium Mexico Germany Chile Serbia Colombia France The Netherlands Portugal Italy India www. onetoonecf. com

5. Economic Proposal

Economic Proposal ONEto. ONE always strives to give added value to each transaction and, as such, the retainers (management fees) are minimal and the most of our remuneration is linked to successfully closing the deal. ONEto. ONE's fees for its financial services will consist of (VAT not included and will be added to these values): i. Sell-side Mandate: i. Documentation (25% at contract signing; 75% on documentation delivery) i. Preparation of Teaser; Preparation of Info. Memo; Valuation Report: EUR: 7. 500, 00 ii. Mapping info & service: EUR: 5. 000, 00 ii. Marketing & Negotiation phase i. LOI (once accepted by the Client): 3 monthly payments of EUR 2. 500, 00 Max: EUR 7. 500, 00 iii. Success fee: At the time of completion of the transaction contract between the CLIENT and/or COMPANY and the INVESTOR (successfully closing the transaction) ONEto. ONE will receive a Success Fee ("success fee") equal to 3, 00% of one hundred per cent of the total transaction value (hereinafter VT). The fixed fees cover administration and management costs for the duration of the mandate. The fixed fees will be deducted from the final Success Fee due on closing of the Transaction. In any case, the minimum Success Fees received by ONEto. ONE shall be EUR 350. 000, 00. These fees do not include the fees of other professionals (lawyers, auditors, etc. ) who THE CLIENT may contract during the operation and who ONEto. ONE sees as necessary for the successful Expenses ONEto. ONE shall charge the CLIENT for expenses incurred in the course of its work in relation to the same, including transport, communication, travel, representation, etc. Exclusivity The duration of the contract will be #proposed_conditions. Exclusivity. Period# months from the date of signature. During that time, the CLIENT and/or COMPANY will give ONEto. ONE exclusive right to provide the services under the Agreement. In the event that the transaction is completed within the eighteen months following the termination of the agreement, ONEto. ONE will be entitled to collect all of the Success Fee defined in the proposal attached, provided the transaction has taken place with one or some of the investors contacted and/or managed by ONEto. ONE during the term of the contract. www. onetoonecf. com

Europe North America South America\ Asia Advisory Proposal