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6 Ernesto Velarde Presidente & Fundador Abogado Notario Público Angel Smith Reynosa, Tamaulipas Adriana Contreras Brownsville Matamoros Carlos Porras Brownsville Matamoros Enrique Villarreal Brownsville Matamoros Victor Aguilar Brownsville Reynosa Mauricio Fernanddez Leon, Gto. Issis Huerta Matamoros Ana Franco EVD 6 Leon, Gto.

Ernesto Velarde Danache President & Mexican Notary Public EDUCATION Law Degree from Universidad Regiomontana, Monterrey, Nuevo Leon, 1982. L.L.M from the University of Cambridge.

7 Ernesto Velarde Danache President & Mexican Notary Public EDUCATION Law Degree from Universidad Regiomontana, Monterrey, Nuevo Leon, L.L.M from the University of Cambridge. Cambridge, England United Nations Office at Geneva, Switzerland Hague Academy of International Law, The Netherland PRACTICE AREAS International Law Governmental Relations & Lobbying Labor & Employment Corporate Trade Secrets & Unfair Competition. Mexican Tax Law Real Estate Customs & Immigration SPEAKING ENGAGEMENTS Doing Business in Mexico Labor Environment in Mexico Mexican Immigration and Business Visas Mexican Energy Reform Mexican Labor Reform LANGUAGES Spanish English French Italian

8 Active Member Economic Development Promoter for the State of Tamaulipas Brownsville Economic Development Council BEDC Matamoros Economic Development Committee CODEM McAllen Economic Development Corporation MEDC Index Reynosa Association US-Mexico Bar Association American Bar Association Co-chair of the Mexico Committee of the International Section National Notaries Association Cambridge Graduate Lawyers Association Toastmasters International

9 Ernesto Velarde Danache s Experience Includes: He was the Mexican Representative to the International Year of Peace Conference held at the United Nations Office at Geneva, Switzerland. He is a member of the Cambridge Graduate Lawyers Society and the National Association of Corporate Lawyers of Mexico and the Mexico City Bar. He has been associated with one of the largest Corporate Law firms in Mexico City as well as with a local International law firm in Brownsville, Texas. In 1988, he started his own practice as a Mexican lawyer with offices in Brownsville further extending to Reynosa and Matamoros, Tamaulipas, Leon, Guanajuato and Queretaro, Queretaro, Mexico, in order to provide legal services to the local Maquiladora industry. He has spoken hundreds of times on multiple Mexican legal issues and has written dozens of articles for different Mexican and international publications. He has spoken about doing business in Mexico in many different countries such as the United States, Canada, Italy, France, England, Spain, the republic of Ireland, the Czech Republic, Mexico, Switzerland, Germany, The Netherlands, China, India, Singapore, Korea, Portugal and Argentina. For more than 18 years he was the host of a live Mexican television show by the name of Con Sentido Comun, which aired live in Mexico and Texas every Monday evening on channel 7, Televisa.

Angel Smith Senior Associate EDUCATION Law Degree from the Universidad Mexico Americana del Norte, Reynosa, Tamaulipas, 1999.

10 Angel Smith Senior Associate EDUCATION Law Degree from the Universidad Mexico Americana del Norte, Reynosa, Tamaulipas, PRACTICE AREAS Corporate Real Estate Labor & Employment International Law Contracts Mexican Immigration Civil & Commercial Litigation ACTIVE MEMBER Former President of the Sociedad Numismática de Reynosa, A.C. Current President of the Hidalgo Coin Club. Member Sociedad Numismatica de Mexico, A.C. USMexNA SPEAKING ENGAGEMENTS Labor Environment in Mexico LANGUAGES Spanish English

11 Angel Smith s Experience Includes: Litigation in various areas on matters regarding civil, criminal and labor laws. Drafting, negotiation and improvement of customary commercial and real estate agreements. Active negotiations of several commercial/business-transactions. Expert witness before foreign courts on Mexican law related matters. Resident partner for Ernesto Velarde-Danache, Inc. in Reynosa, Tamaulipas since Extensive experience dealing with Mexican governmental agencies in connection with the establishing of foreign companies in the Reynosa area and dealing with day to day legal matters. Angel Smith is the current President of the Hidalgo Coin Club, former president of the Sociedad Numismatica de Reynosa, A.C., active member of the Sociedad Numismatica de Mexico, USMexNa and enjoys his free time doing numismatic research exclusively on Mexican Numismatics.

Carlos Porras Senior Associate EDUCATION Law Degree from the Centro Universitario del Noreste, Matamoros, Tamaulipas, México. Admitted to practice law in 1996.

12 Carlos Porras Senior Associate EDUCATION Law Degree from the Centro Universitario del Noreste, Matamoros, Tamaulipas, México. Admitted to practice law in PRACTICE AREAS Corporate Mexican Immigration Real Estate Mexican Tax Law International Law LANGUAGES English Spanish SEMINARS Attended different seminars pertaining to Corporate Law, Immigration, as well as the updating seminars offered by the Ministry of Commerce and Industrial Development currently the Ministry of Economy on IMMEX (Maquiladora) License. ACTIVE MEMBER Matamoros Economic Development Committee CODEM

13 Carlos Porras experienced included: Representing companies with the purpose of incorporating them as In-Bond (Maquiladoras) Companies, requesting permits with different Governmental Agencies such as: IMMEX (maquiladora) permits for the temporary importation of raw material, machinery and equipment in order to manufacture and/or refurbish products as well as other corporate services such as: preparing and updating the companies increase and reduction of capital, shareholders registry, meetings of the board of directors and shareholders meetings ledgers and corporate books. Prepare, negotiate, revise and assist in the execution of different agreements such as: lease agreements, purchase and sales of land agreements, collective bargaining agreements in both English and Spanish versions. Prepare the necessary immigration work permits for foreigners. Background in assisting entrepreneurs and foreign businesses in establishing operations in Mexico. Carlos Porras worked for a well-recognized law firm in Mexico, bringing to this law firm over 12 years of experience in Corporate, Contractual, Immigration Laws and IMMEX Maquiladora procedures. Carlos Porras has a thorough knowledge of the Mexican and US cultures necessary for local assistance entrepreneurs and foreign business in establishing in Mexico.

Enrique Villarreal Senior Associate EDUCATION Law Degree from the Centro Universitario del Noreste, Matamoros, Tamaulipas, Mexico. Admitted to practice law in 1998.

14 Enrique Villarreal Senior Associate EDUCATION Law Degree from the Centro Universitario del Noreste, Matamoros, Tamaulipas, Mexico. Admitted to practice law in PRACTICE AREAS Labor & Employment Intellectual Property Environment Real Estate Criminal Law Civil Law Customs & Trade Regulations SEMINARS Attended different seminars pertaining to Corporate Law, Immigration, as well as the updating seminars offered by the Ministry of Commerce and Industrial Development currently the Ministry of Economy on IMMEX (Maquiladora) License. ACTIVE MEMBER Matamoros Economic Development Committee CODEM LANGUAGES Spanish English

15 Enrique Villarreal s Experience Includes: Handling labor disputes before the local labor board, as well as negotiations with labor unions. Has extensive experience in real estate, commercial and international transactions. He has experience in labor, customs and civil laws. He has attended various law conferences given by renowned attorneys within Mexico and he has also attended several conferences regarding foreign trade and commerce given by officials of the Ministry of Economy.

Adriana Contreras Senior Associate EDUCATION Law Degree from the Universidad del Noreste de Mexico, A.C, Matamoros, Tamaulipas, 2005.

16 Adriana Contreras Senior Associate EDUCATION Law Degree from the Universidad del Noreste de Mexico, A.C, Matamoros, Tamaulipas, Associate Degree in General Business from The University of Texas at Brownsville and Texas Southmost College, Brownsville, Texas PRACTICE AREAS International Law Mexican Immigration Corporate Business Consulting & Public Relations. LANGUAGES Spanish English EACHING EXPERIENCE Courses / Subjects: Public International Law, Private International Law and Political Theory. Centro Universitario del Noreste. Matamoros, Tamaulipas, 2008.

17 Adriana Contreras Experience Includes: She carried out her public service in the Mexican Consulate in Brownsville, Texas. In 2003, she carried out her internship in the Matamoros City Hall. Attended different seminars pertaining to Corporate Law, Immigration, as well as the updating seminars offered by the Ministry of Commerce and Industrial Development currently the Ministry of Economy on IMMEX (Maquiladora) License. Since May 2006, she started her practice as a Mexican Lawyer in our Reynosa and Matamoros branch offices. EVD 17

18 Victor Aguilar Senior Associates EDUCATION Law Degree from the Universidad Mexico Americana del Norte, Reynosa, Tamaulipas. Admitted to practice law in PRACTICE AREAS Labor & Employment Mexican Immigration Business Law Corporate Law Real Estate Civil & Commercial Litigation LANGUAGES Spanish English

19 Victor Aguilar s experience includes: Litigation in various areas on matters regarding civil, commercial, criminal and labor laws. Drafting, negotiating and revising real estate agreements. Expert in handling labor disputes before local labor boards, as well as negotiations with the labor unions. Extensive experience in dealing with Mexican governmental agencies in connection with establishing of foreign companies in the Reynosa area and dealing with day to day legal matters. Resident lawyer for Ernesto Velarde-Danache, Inc. in Reynosa, Tamaulipas since 2006.

Mauricio Fernandez Junior Associate EDUCATION Law Degree from the Universidad Iberoamericana Campus León, León, Guanajuato, 2004.

20 Mauricio Fernandez Junior Associate EDUCATION Law Degree from the Universidad Iberoamericana Campus León, León, Guanajuato, Notary Public Degree from Universidad de Guanajuato, Guanajuato, Guanajuato PRACTICE AREAS International Law Mexican Immigration Corporate Business Consulting & Public Relations Contracts Mexican Notary Public Law Civil & Commercial Litigation LANGUAGES English Spanish

21 Mauricio Fernández experience includes: He carried out his public service in the Federal Electoral Instute in the year 2000 in León, Guanajuato. Since July 2004,he started his practice as a Mexican Lawyer in the Notary Public 20 in León, Guanajuato. Litigation in various areas on matters regarding civil, criminal and labor laws for many particular clients, Government and Credit Institutions. Negotiations of several commercial/business-transactions. Experience dealing with Mexican governmental agencies in connection with the establishing of foreign companies in the Guanajuato area. Experience in Credit titles and mortgage recovery transactions. Resident Associate for Ernesto Velarde-Danache, Inc. in León, Guanajuato since 2014.

Oscar Garcia Associate EDUCATION Law Degree from the Instituto Tecnológico y de Estudios Superiores de Monterrey, ITESM. Campus Monterrey, 2001.

22 Oscar Garcia Associate EDUCATION Law Degree from the Instituto Tecnológico y de Estudios Superiores de Monterrey, ITESM. Campus Monterrey, PRACTICE AREAS Corporate Law Labor & Employment Civil & Commercial Litigation Environmental Law Financial & Banking Law LANGUAGES Spanish English

23 Oscar Garcia s experience includes: Working over 10 years for a US. Financial & Credit Company with their Past Due Accounts. Litigation in different areas, regarding civil, commercial and labor laws. Obtaining Mexican government environmental permits, registrations, licensing or reporting requirements for different companies.

24 Ana Franco Junior Associate EDUCATION Law Degree from the Universidad Iberoamericana Campus León,León, Guanajuato, LANGUAGES English Spanish PRACTICE AREAS Mexican Immigration Corporate Civil & Commercial Litigation

25 Issis Huerta Junior Associate EDUCATION Law Degree from the University Centro Universitario del Noreste, Matamoros, Tamaulipas, LANGUAGES English Spanish PRACTICE AREAS Labor & Employment Mexican Notary Public Civil Law Corporate

26 Of Counsel Team: Eduardo Zepeda Customs Import & Export Law Eduardo Zepeda Tax Litigation Import & Export Law Juan Antonio Diaz Tax Specialist

27 OUR SERVICES

28 LEGAL SERVICES

Corporate Law This Mexican & International Law firm is comprised of corporate lawyers experts in designing and implementing legal structures.

29 Corporate Law This Mexican & International Law firm is comprised of corporate lawyers experts in designing and implementing legal structures. Our attorneys are thus in a position to give practical and efficient responses to our clients problems and questions. Ernesto Velarde- Danache, Inc. provides legal counsel on matters including: Company Formation Foreign Investments Real Estate Ownership by Foreigners through Trust (Fideicomisos) Agreements. Commercial Transactions Ownership Of Stock In a Mexican Corporation Via The Mexican Stock Exchange International Banking and Finance Law

30 We also provide to our clients legal advice on: Purchase and Sale Agreements Mergers and Acquisitions Finance and Commercial Lending Franchise Purchases Licensing Agreements Business Investments and Opportunities Lease Review and Other Leasing Matters Promissory Notes & Guarantees Service Supply Agreements Shareholder Agreements Operating Agreements Confidentiality Agreements Non-Competition and Trade Secrets Agreements

31 Mexican Notary Public Law Ernesto Velarde, as Mexican Notary Public No. 103 personally attends the legal necessities of our clients (pymes, realtors, real estate brokers as well as medium and large corporations) related the following notary public services: Ratification of Signatures of Agreements Granting of General and Special Powers of Attorney Formalization (Protocolizaciones) of Shareholders Meetings Formalization of Purchase and Sale Deeds Incorporation and Cancellation of Mortgages Preparation of Credit Agreements with Guarantee Assignment of Rights Incorporation of a Temporary or Definite Usufruct Incorporation of Mercantile and Civil companies Incorporation of Properties in a Condominium Regime Subdivision and merger of real estate properties Donations Certified Translations Faith of Facts Incorporation of Trusts

Real Estate At Ernesto Velarde Danache, Inc., our attorneys have the experience in representing both buyers and sellers in all types of real estate transactions in Mexico.

32 Real Estate At Ernesto Velarde Danache, Inc., our attorneys have the experience in representing both buyers and sellers in all types of real estate transactions in Mexico. We offer the following services in this area: Acquisitions, Leasing and Real Estate Transactions. Provide legal advice on Land Use Brokerage, and Management Agreements. Acquisitions, Disposition, Leasing and Operation of Real Property We also provide due diligence assessments to our clients, generally before a land or business purchase, where identifying risks can have a major influence on price and land suitability. We also provide due diligence assessments to our clients, generally before a land or business purchase, where identifying risks can have a major influence on price and land suitability.

33 We also provide to our clients legal advice on Preparing, negotiating and executing Options and Rights of First Refusal. Preparing, negotiating and executing Construction Agreements. Developing corresponding investigations and registrations of properties before the Public Registry of Property, including preparing reports on property title. Obtaining water supply and waste water discharge authorizations. Negotiating and executing of Public Utilities Agreements for Electricity, Water- Sewage, Telephone and Gas, if applicable. Removing land from communal property (ejido) control. Land Use, Brokerage And Management Agreements. Conducting Real Estate Due Diligences. Representing landlords and tenants in leasing warehouse, manufacturing, office space, retail space including anchored centers, and multi tenant shopping centers.. Management Agreements

Environmental Law At Ernesto Velarde Danache, Inc., our attorneys have experience in providing legal support to our clients on the following environmental legal issues.

34 Environmental Law At Ernesto Velarde Danache, Inc., our attorneys have experience in providing legal support to our clients on the following environmental legal issues. Environmental Audits and Due Diligence Allocation of Environmental Risk Our attorneys maintain a comprehensive knowledge of the Mexican Environmental Laws, approvals and potential environmental impacts as well as liabilities required in today s regulatory climate to ensure all risks are identified. We are experts in obtaining the approvals from the corresponding environmental authorities. Mexican Maquiladoras must submit an environmental preventive report which basically is a detailed report about the operation.

Energy Law Mexican Energy Law As a result of the recently approved Mexican Energy Reform and the opportunities inherent to it our Firm has been very actively participating as speakers in a number of

35 Energy Law Mexican Energy Law As a result of the recently approved Mexican Energy Reform and the opportunities inherent to it our Firm has been very actively participating as speakers in a number of seminars and conferences to update clients and friends on the new developments. We are in a position to offer support to companies wishing to do business in Mexico in the oil and gas sectors and with any of their legal needs.

Governmental Relations & Lobbying Building and maintaining relationships with government decision-makers is a primary consideration and we advance the issues of our clients yearround.

36 Governmental Relations & Lobbying Building and maintaining relationships with government decision-makers is a primary consideration and we advance the issues of our clients yearround. We have provided access to governmental decision-makers for many years. We provide representation and counsel on matters including: Ernesto Velarde Danache is an expert in attending any kind of hearing before any government agency. Ernesto Velarde Danache is an expert in processing and obtaining special business and licenses permits before any government agency (Local, State and Federal Licenses).

Intellectual Property Our Intellectual Property Practice Group has expertise in the protection of some of the world s most famous trademarks, patents and copyrights.

37 Intellectual Property Our Intellectual Property Practice Group has expertise in the protection of some of the world s most famous trademarks, patents and copyrights. Our firm has wide-ranging experience in intellectual property protection in the broadest sense with an extensive range of services including: Intellectual Property Industrial Property Trademarks And Copyrights

Taxation, Customs & Trade Regulation We are experts offering the following services in this area: Preparing tax planning, consulting and negotiations with tax authorities.

38 Taxation, Customs & Trade Regulation We are experts offering the following services in this area: Preparing tax planning, consulting and negotiations with tax authorities. Preparing income tax, asset tax, value-added tax, excise taxes, and foreign trade assessments. Assisting on litigation, including constitutional challenges, whether federal, state or local. Preparing and executing opinions on Treaties to avoid double taxation. Executing tax audits.

Labor & Employment We are experts offering the following services in this area: Perform labor audits in order to avoid future labor liabilities.

39 Labor & Employment We are experts offering the following services in this area: Perform labor audits in order to avoid future labor liabilities. Prepare, negotiate and execute individual labor agreements. Prepare, negotiate and execute with a local Union and register the Collective Labor Agreement. Provide consulting services in specific matters related with profit sharing (PTU), employer s substitution, employment services, calculation and payment of legal benefits. Review and provide support when inspections are carried out by the Ministry of Labor and Social Provision. Provide our clients with the review and updating of Human Resources procedures and policies. Representation in labor controversies filed by employees due to dismissals. Develop strategies and negotiations in order to carry out terminations of labor relationships of high ranking employees. Develop defense strategies of high risk labor lawsuits. Maintain our clients informed of the legal status of the labor lawsuits.

Immigration Our Immigration Practice Group is skilled in assisting foreigners from different countries such as: Korea, Japan, India, Taiwan, Germany, France, Italy, USA and Canadian entering Mexico

40 Immigration Our Immigration Practice Group is skilled in assisting foreigners from different countries such as: Korea, Japan, India, Taiwan, Germany, France, Italy, USA and Canadian entering Mexico in order to perform business related activities in the industrial, commercial or financial sectors. We are experts offering the following services in this area: Mexican Immigration Visas: Visitor (FMM) Temporary Resident Permanent Resident Processing and obtaining permanent resident or citizenship status in Mexico.

42 PROFESSIONAL REFERENCES

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46 CONTACT US: Brownsville Matamoros Reynosa Guanajuato San Luis Potosi 1650 PAREDES LINE ROAD STE 101 BROWNSVILLE,TX P: (956) F: (956) PRIMERA Y LILAS # 244-C MATAMOROS,TAMPS P: (868) F: (868) CALLE 10 #690 ESQUINA CON RIO ALAMO. REYNOSA,TAMPS P: (899) F:(899) DEL CURTIDOR NO. 420, INT. A COL. INDUSTRIAL JULIAN DE OBREGÓN, LEON, GUANAJUATO P: (477) , C. FRANCISCO PEÑA # 3060 COL. DEL REAL SAN LUÍS POTOSÍ, S.L.P. P: (444) Queretaro, Qro ARMANDO BIRLAIN SHAFFLER NO. 2001, PISO 8-C, CENTRO SUR P: (442) Associated Offices: MONTERREY, N.L / MEXICO, D.F

Ernesto VELARDE DANACHE

Ernesto VELARDE DANACHE Attorney - Abogado - Avocat Mexican Notary Public ERNESTO VELARDE-DANACHE, INC. T+ (956) 548 9098 F+ (956) 548 1556 evd@velardedanache.com www.velardedanache.com 1 Firm Profile