Logo Cliente Attorneys working to make the difference

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Logo Cliente Attorneys working to make the difference Month 2019 Imagen alusiva a la

Logo Cliente Attorneys working to make the difference Month 2019 Imagen alusiva a la industria del cliente

Office /Month/ Year Dear First name, Last name: Sánchez-De. Vanny Eseverri, S. C. appreciates

Office /Month/ Year Dear First name, Last name: Sánchez-De. Vanny Eseverri, S. C. appreciates the opportunity to present our proposal to render general legal services to “name of the company”, in Mexico. Attached you will find our proposal, including some general information about our firm, experience, and team of professionals that we suggest lead the team to assist “name of the company”. We hope our proposal meets your expectations. We will gladly discuss with you any comments or questions you may have. Best regards, Name Partner Sánchez Devanny

Contents Introduction Scope of services Practice Areas involved in your current matter 4 6

Contents Introduction Scope of services Practice Areas involved in your current matter 4 6 8 Representative Experience 10 Our Team 14 Firm Overview 20 Philosophy and Approach 23 Fee Structure and Billing 25 Contact 28

Introduction

Introduction

Introduction We understand that [Potential Client] is interested in identifying Mexican counsel to provide

Introduction We understand that [Potential Client] is interested in identifying Mexican counsel to provide XX [take a description from their incoming inquiry]. For that purpose, [Potential Client] has solicited information about Sánchez Devanny’s experience and capabilities in this area. [Descripción de la necesidad del cliente: Pueden incluir un párrafo aquí con más información de la compañía y el motivo / Proyecto por el que requieren servicios legales que nos están pidiendo cotizar]. Sánchez-De. Vanny is an ideal partner for [Potential Client] based on our firm’s combination of knowledge, skill, and experience, which are accompanied by unyielding customer commitment. As a full-service firm, we would anticipate advising [Potential Client] in a variety of legal areas relevant to its businesses. In particular, we have significant experience serving [Client’s industry] industry clients as well as robust practice groups in the areas identified as relevant by [Potential Client]: [List relevant practice areas]. To provide legal advice that is right for each of our client’s operations, we focus on establishing close working relationships that help us better understand your business and challenges. Once we understand your needs, our goal is to provide you with consistently high-quality and efficient legal support, which in turn allows you to focus on other important areas of your business, like the company’s [include something from their incoming inquiry e. g. , “growth and expansion, regional development in Mexico, etc. ] 5

Scope of Services

Scope of Services

Scope of legal services Notes: • Provide details of the type of services that

Scope of legal services Notes: • Provide details of the type of services that Sánchez Devanny can make available to this client. • This section should be written in a specific way that focuses on the client’s needs, however. For example, if the client has identified particular needs in their request for proposals or inquiring email we need to make sure that we include those services here. 7

Practice areas involved in your current matter

Practice areas involved in your current matter

Regulatory/Compliance: This practice advises clients in all matters related to compliance in areas and

Regulatory/Compliance: This practice advises clients in all matters related to compliance in areas and industries subject to regulation. In particular, the group advises on the design, implementation, and evaluation of client-tailored corporate compliance models. This practice also counsels clients on Mexican anti-corruption regulations and on compliance and/or regulatory audits and their legal implications in connection with M&A and commercial agreements, as well as in internal vetting procedures for distributors, agents and service providers. Additionally, the regulatory/compliance group represents clients during administrative proceedings, inspections, litigation, and negotiation of resolutions, including sanctions, closures, and product seizures. 9

Representative Experience

Representative Experience

Representative Experience Advised one of the oil & gas multinational companies awarded in Mexico’s

Representative Experience Advised one of the oil & gas multinational companies awarded in Mexico’s energy round one in the preparation of its compliance program and implementation guidelines for Mexico. Co-counsel, along with a US-based law firm, in a corporate compliance assessment of the client’s Mexican operations. Co-designed and implemented the assessment materials throughout the operation in Mexico, performed relevant interviews and provided a compliance analysis that would be part of the company’s position to be presented before the US Department of Justice (DOJ) and Securities and Exchange Commission (SEC). Served as lead counsel in the start-up operation for a German concrete manufacturer in Mexico, designing and implementing the legal compliance infrastructure regarding corporate, labor, international trade and real estate issues for the company. Served as lead counsel for the design and implementation of a new corporate structure for an international energy company’s Mexican operations. Our representation involved corporate, tax, labour, international trade and real estate analysis in order to merge different legal entities and businesses to reflect a global transaction involving the client and another company. Our legal support also included a corporate, labour, foreign trade and tax compliance assessment for the entire operation. Performed a Compliance Assessment with compliance global policy for an American pharmaceutical company’s Mexican legal entities, including identification of red flags and relevant issues and preparation and implementation of a remediation plan. 11

Representative Experience Provided legal assistance to a technology company’s Chief Compliance Officer (CCO) with

Representative Experience Provided legal assistance to a technology company’s Chief Compliance Officer (CCO) with a compliance investigation, arising out of hot-line allegations. The investigation and compliance report was presented and discussed with the company’s CCO. Remediation actions were also implemented in the organization. Separately, provided legal assistance to the company’s CCO with a compliance investigation. The investigation and compliance report were presented to the CCO. We carried out the remediation actions in the organization. Assisted a food processing and packaging company’s Mexican legal entities in the assessment of compliance with Mexican anti-money laundering regulations, preparation of a remediation plan and training of key personnel. Worked with the Chief Corporate Compliance Counsel in the design and implementation of a legal strategy for Mexican operations of an American laboratory technology company. Counsel covered intellectual property, regulatory, international trade and commercial litigation actions arising out of misconduct from local distributors. Worked as co-counsel on a compliance assessment for a global pharmaceutical company’s Mexican operations, evaluating their compliance policies as well as their compliance infrastructure. Presented the results to the CCO and the company’s General Counsel for Mexico. Assisted in the design and execution of a compliance investigation for a pharmaceutical client that led to the reorganization of its marketing department and prompted the re-launch of its new compliance policies in Mexico. Assisted an automotive client in connection with the drafting and implementation of its corporate code of conduct in Mexico, including training sessions for key personnel. 12

Representative Experience Assisted in the design and execution of a compliance investigation for a

Representative Experience Assisted in the design and execution of a compliance investigation for a client in the medical industry that led to the performance of a full assessment of its Mexico operations’ labor practices. Advised an aerospace industry client on the legal implications in Mexico of gifts, travel and entertainment. Supported two clients in the pharmaceutical industry with anti-corruption and improper payment clauses included in their distribution, services, and supply agreements. Advised a client in the medical industry on legal and operational matters, leading to an assessment and reorganization of its import-export department. Performed a compliance audit on the subsidiaries of a metal mechanic client. Advised a consumer goods client in connection with its compliance and legal exposure resulting from a joint venture with a local corporation. Advised a medical device client on the development of a company code of conduct and compliance implementation guidelines for a newly created company resulting from a joint venture agreement. Advised a metal mechanic client on the role of a third party in connection with a Government Public Bid. Advised a retail entity on the legal implications of the new AML law and internal legal and administrative infrastructure to comply with it. Supported a pharmaceutical company in the performance of its anti-corruption assessment for Mexico. 13

Our Team

Our Team

Our team In Sanchez Devanny, we devote an experienced, dedicated, and efficient team to

Our team In Sanchez Devanny, we devote an experienced, dedicated, and efficient team to each project. Our professionals are proactive and responsive to the different needs of the clients. A partner leads each project and other partners and professionals are involved in the work as necessary to provide quality, timely, and cost-effective services. More than 95 attorneys, fifteen practice areas and three offices serve to our Mexican and international clients. That structure helps us offer our clients access to a greater source of intellectual capital, technical expertise and multipractice capabilities, resulting in thorough service strategies and competitive legal advise, that meet specific needs. For your benefit, in the next slides you will find short bios of the professionals performing their work within the scope of the legal services in each practice area. 15

Humberto Morales-Barrón Position Practice Areas Education Partner • • Chambers and Partners Global 2018

Humberto Morales-Barrón Position Practice Areas Education Partner • • Chambers and Partners Global 2018 Chambers and Partners Latin America 2019 Latin Lawyer 2018 LACCA 2018 Who´s Who 2017 Legal 500 2018 Monterrey • • • Corporate Governance and Regulatory Compliance Member of the Life Sciences Industry Practice Member of the Automotive Industry Practice • Master of Laws (LL. M. ). University of Illinois at Urbana Champaign, Illinois, USA (1995). Law Degree. Universidad de Monterrey, N. L. , Mexico (1992). • Rankings • • Office Contact Languages +52(81) 8153 3910 hmorales@sanchezdevanny. com • • Spanish English Humberto is Sánchez Devanny’s Managing Partner. He also heads the firm’s Corporate Governance and Regulatory Compliance practice group. Humberto advises local and multinational companies on all aspects of corporate law, corporate governance and compliance. He has more than twentythree years of experience practicing law. Before joining Sánchez Devanny, he worked at General Electric for more than a decade, most recently as its General Counsel for Mexico, Central America & Caribbean, reporting to General Electric’s General Counsel and Latin America’s CEO, and leading a team of 55 legal counsels in the industrial, financial and entertainment sectors. During that time, he also led General Electric’s legal strategies in the tax, labor and corporate areas and led the design and implementation of the Corporate Governance and Regulatory Compliance infrastructure for General Electric in Mexico, also acting as lead ombudsman in major cases. Humberto also has public sector experience, having worked as General Counsel for the Urban Development and Housing Committee at the Senate of the United Mexican States during the LVI Legislature.

Daniel Maldonado Alcántara Position Practice Areas Education Partner • • • Querétaro Mexico City

Daniel Maldonado Alcántara Position Practice Areas Education Partner • • • Querétaro Mexico City Corporate and M&A Corporate Governance and Regulatory Compliance • Special Studies in Financial Law Institutions. Universidad Panamericana (UP) (2010). Master of Laws (LL. M. ) in Commercial Law. University of Glasgow, Scotland, UK (2002). Law Degree. Universidad Nacional Autónoma de México (UNAM), Mexico City, Mexico (2000). • Rankings Chambers and Partners Global 2018 Chambers and Partners Latin America 2019 Legal 500 2018 Latin Lawyer 2018 Best Lawyers 2019 • • Office Contact Languages (+52 442) 296 6405 (+52 55) 5029 -8500 dmaldonado@sanchezdevanny. com • • Spanish English Daniel has significant experience in business, corporate and financial operations, and contract negotiations for international transactions. He cochairs the Corporate Governance and Regulatory Compliance practice group of the firm. He advises clients on M&A transactions, joint ventures, corporate restructurings, commercial contracting and real estate matters. He also specializes in corporate governance and compliance matters, and has advised multinational companies, particularly from the automotive, pharmaceutical, medical device and retail industries in complex compliance investigations and risk assessments. Daniel also provides general advice and training on anticorruption and anti-money laundering issues. He has participated as a speaker in several courses and symposia regarding the Foreign Corrupt Practices Act (FCPA). Daniel has more than seventeen years of experience practicing law. Before he joined Sánchez Devanny, he gained significant experience serving as in-house counsel at a financial leasing company, as Corporate Legal Manager at a banking institution, and as an associate at a Mexican law firm. Daniel is fluent in English and Spanish.

José Alberto Campos-Vargas Position Practice Areas Education Partner • • • Chambers and Partners

José Alberto Campos-Vargas Position Practice Areas Education Partner • • • Chambers and Partners America 2019 Legal 500 2018 Latin Lawyer 2018 The Law Reviews Who´s Who Legal Best Lawyers 2019 Latin Mexico City • • International Trade and Customs Life Sciences Member of the Life Sciences Industry Practice Member of the Automotive Industry Practice • Law Degree. Universidad Nacional Autónoma de México, D. F. , México (2000). Rankings • Office Contact Languages +52(55) 5029 8520 jacampos@sanchezdevanny. com • • Spanish English José Alberto is a partner at Sánchez Devanny who leads the Life Sciences practice and co-heads the International Trade and Customs practice group. He has more than 15 years of experience advising clients operating in regulated sectors on regulation and operational matters, and on international trade matters. Alberto is skilled in health law, and in the laws regulating food, non-alcoholic and alcoholic beverages, medicines and medical devices, cosmetic perfume and beauty products, and tobacco products. He is also skilled in international trade and customs matters. He has advised clients on Mexican free trade agreements, import duties, export development programs, customs and non-customs requirements, and international trade issues in mergers, acquisitions, restructurings and privatizations. He has successfully represented national and foreign clients in customs and international trade administrative proceedings and litigation, as well as in negotiations with governmental authorities and in verification processes related to customs and foreign trade. He was named as “The National Expert” for his participation in the article Trade & Customs 2018 included in the edition Getting the Deal Through 2017. He is fluent in English and Spanish.

About us Our practice áreas: Corporate and M&A Corporate Governance and Corporate and Project

About us Our practice áreas: Corporate and M&A Corporate Governance and Corporate and Project Regulatory Compliance Finance Energy, Natural Resources Financial Institutions and Environmental Services Life Sciences International Trade and Intellectual Property, Customs Entertainment and Sports Real Estate, Infrastructure Law and Hospitality Data Privacy and Tax Information Technology Private Wealth Management Litigation and Alternative and Estate Planning Dispute Resolution Labor, Social Security and Antitrust Immigration 19

Firm Overview

Firm Overview

About us Who we are: Sánchez Devanny is a leading Mexican law firm that

About us Who we are: Sánchez Devanny is a leading Mexican law firm that provides full-service legal advice both to Mexican and international clients. With distinct practice areas that regularly collaborate with one another, we provide comprehensive counsel to help our clients make better decisions for their businesses as a whole for many industries. More than attorney-client services: We build enduring client relationships that go beyond individual service contracts because we make every effort to understand our clients’ businesses and expectations, to serve as an ally, and to provide complete, accessible and personalized advice. As a testament to these efforts, we continue to advise clients today who have trusted us with their legal matters since Jorge Sánchez Devanny founded the firm in 1996. Experience and creativity: Throughout the firm, we take pride in serving our clients with a combined approach of experience and creativity because we recognize that when you know how things are done it is easier to think outside the box. Our partners offer a wealth of experience, including in prior roles as in-house counsels at global companies and government agencies, and key roles within international law firms. 21

About us Location: With offices in Mexico City, Monterrey, and Querétaro, as well as

About us Location: With offices in Mexico City, Monterrey, and Querétaro, as well as several strategic alliances worldwide like the one with The State Capital Group, our firm is wellpositioned to quickly and efficiently represent and respond to clients in the entire Mexican Republic and abroad, shortening the distance between us and our clients. 22

Philosophy and Approach

Philosophy and Approach

Our Philosophy and Approach At Sánchez-Devanny, we are committed to providing timely responses and

Our Philosophy and Approach At Sánchez-Devanny, we are committed to providing timely responses and practical, detailed legal advice. To ensure consistency, proactivity, and responsiveness in our work, we: 1. Provide personal attention through initial and follow-up meetings to make sure that we communicate regularly and understand your needs as a client. 2. Apply in-depth industry and legal expertise to each matter. As a firm, Sánchez Devanny has more than twenty years of experience delivering high-quality service to clients within and outside of Mexico. In addition, our partners each bring extensive prior experience to their work. 3. Offer a full-service approach to working with our clients. For example, lawyers in every practice area collaborate regularly with colleagues in other practice areas to provide clients with a complete package of coordinated legal advice. As a result, most of our clients use our firm for a wide range of services. Our clients have underscored the strength of our accessibility and high-quality, multidisciplinary approach in comments to various publications, including in the 2019 edition of Chambers and Partners, where clients recently stated about this practice area and its partners: "The firm offers a very professional service, and their lawyers have expertise in many different areas of regulatory compliance. Their advice is always very comprehensive and up to date; they are constantly abreast of local regulations and any changes therein. ” Daniel Maldonado: “He is very dedicated to helping us find solutions to compliance issues, and he has a lot of knowledge in this area. ” Humberto Morales: "He understands the way that US companies look at issues, and is able to provide a good interpretation of Mexican law in line with our business interests. ” 24

Fee Structure and Billing

Fee Structure and Billing

Fee Structure [En cada caso, hay que verificar con la firma que son Tarifas

Fee Structure [En cada caso, hay que verificar con la firma que son Tarifas Vigentes] We are very flexible regarding fees charged to our clients and we make our best effort to reach an agreement with our clients that satisfies their fee structure needs. Most clients prefer to be charged under the hourly fee structure; however, we can prepare estimates and work under fixed fee structures in certain areas of practice if our clients prefer. It is important to note that in some cases a fixed fee structure may not be possible because of the type of matter and the intangibles involved. Our fees are based on the amount of time devoted to each matter and charged generally at the corresponding hourly rates. The hourly rates are fixed as assigned to each professional position based on his/her professional category and experience. We generally increase hourly rates and change categories at the beginning of each fiscal year. Our current rates, exclusive of any taxes and in particular Value Added Tax (“VAT”), are as follows : Professional category Rates Sr. Partner Sr. Associate Mid-Level Associate Jr. Associate Law Clerk/Paralegal These fees include some internal charges such as secretarial services, preparation of cost reports and billing statements, and local fixed line telephone calls. However, they exclude any other disbursements such as messenger service, mobile or long distance telephone calls, extraordinary printing costs, third party fees (notarial, translations, government duties), and out of town travelling expenses. 26

Our Billing Process Our standard billing procedure consists of preparing monthly billing statements for

Our Billing Process Our standard billing procedure consists of preparing monthly billing statements for client review and approval. However, we can accommodate specific billing timeframes as required by clients. Depending on the client's instructions, such statements are prepared in English or Spanish and sent to the client's officers previously appointed to receive these statements. Once statements are approved, bills are normally paid via wire transfer. We have US Dollar and Peso banking accounts opened in Mexico and the US in which we normally receive payments from clients all over the world. Once payment for a given statement is received, we issue a Mexican invoice in compliance with Mexican tax requirements. For a better billing service, we normally appoint an account manager who is in touch with our client's counterpart and assist in following up on any statement review and payment process. We also accommodate specific client billing requirements. Our billing department is familiar with working with different billing systems and software such as the LEDES billing system. Our rates are exclusive of any taxes and in particular Value Added Tax (“VAT”). 27

Contact In closing, we sincerely appreciate the opportunity to demonstrate our credentials. As a

Contact In closing, we sincerely appreciate the opportunity to demonstrate our credentials. As a progressive and modern firm, we believe our collective talent, experience and drive will result in a high quality service for your company. If you have any questions or comments regarding to our proposal do not hesitate to contact us. Sincerely, Name Partner - Office email. abcd@sanchezdevanny. com Mexico City Av. Paseo de las Palmas 525 Piso 6 Col. Lomas de Chapultepec Miguel Hidalgo, Ciudad de México Tel. +52 (55) 5029 8500 Monterrey José Clemente Orozco 335 Piso 4 Despacho 401 Col. Valle Oriente San Pedro Garza García, N. L. Tel. +52 (81) 8153 3900 Queretaro Blvd. Bernardo Quintana 7001 Torre I, Oficina 1109 Col. Centro Sur Querétaro, Qro. Tel. +52 (442) 296 6400