Solicitud de sanciones by Soy 502

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Plaintiff Quantum Capital, LLC (Plaintiff) moves for an order striking Defendants’ Answer and Affirmative Defenses (DE 45), entering default judgments, and awarding Plaintiff its fees and costs due to Defendants’ bad faith misconduct in intentionally concealing material evidence. Even absent a finding of bad faith, Defendants’ utter failure to comply with their basic discovery obligations – confirmed by their recent production of 12,000-plus documents (compared to only approximately 600 documents they produced originally)1 – warrants (i) an award of attorneys’ fees and costs associated with Plaintiff’s motion to compel, (ii) a reallocation of Plaintiff’s share of the Special Master’s fees to Defendants, (iii) the re-taking of Defendants’ depositions in Miami at Defendants’ expense, and, (iv) additional spoliation discovery. Introduction First, Defendants deliberately concealed material evidence in bad faith warranting an order striking their pleadings, entering default judgments, and awarding fees and costs to Plaintiff. As to an agreement titled the Acuerdo de Entendimiento (the Acuerdo), when Defendants responded in discovery that they did not have it or related documents they knew their answers were false, and they thereafter provided false deposition testimony—all to conceal the existence of the Acuerdo and its surrounding circumstances. As explained below, the Acuerdo is an extremely important and sensitive document to the Defendants because it made it possible for Bantrab to raise $20 million in capital by selling preferred shares to an entity named DHK Finance, Inc. in one of the two transactions at issue in this case; and the Acuerdo evidences that the three individual Defendants (the G3) – all Bantrab directors – conditioned the sale of the preferred shares upon their personally receiving a 50% share in the entity (DHK) acquiring Bantrab’s preferred shares. Through the Acuerdo, the G3 stood to make millions of dollars despite being Bantrab directors; and thus they concealed their involvement through false discovery responses and testimony.

Defendants did not produce the bulk of their documents until late in the week ending on September 18 and, due to technical deficiencies within Defendants’ production, Plaintiff was not able to even view many of the documents produced until Sunday, September 20. Although Plaintiff continues to diligently review documents, Plaintiff believes it necessary to bring this recently discovered issue to the Court’s attention as soon as possible given the October 16 discovery cutoff and that Plaintiff has already been prejudiced by Defendants’ noncompliance with the original deadlines in Mr. Lindsay’s Report.

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Second and independent of Defendants’ bad faith, Defendants entirely failed to comply with their discovery obligations. They originally produced approximately 600 documents.2 As a result of Plaintiff’s motion to compel, Defendants have now produced over 12,000 responsive documents, including nearly 4,000 from custodians Defendants represented to the Court they had searched using search terms which were in many ways broader than those ordered by Mr. Lindsay. Third, the record also reflects apparent spoliation of evidence. Defendants represented in a June 22 letter – pursuant to Judge Otazo-Reyes’ ruling – that “[i]t was impossible to search the computer of [Defendant] Eduardo Liu due to the fact that Mr. Liu’s computer crashed on or about August 2014” (after this lawsuit was filed), but information now known reveals that Defendants did not search Mr. Liu’s work computer and that it had not crashed; rather, Mr. Liu’s documents are simply no longer on the hard drive. Coincidentally, Mr. Liu’s personal email from which over 700 responsive emails were sent or received also appears to have been cleared of documents, refuting another statement made in Defendants’ June 22 letter. Factual Background To understand Defendants’ bad faith conduct in concealing the Acuerdo and the circumstances surrounding it, Plaintiff will provide the Court with an explanation of the importance and sensitive nature of these matters. This will show why it is inconceivable that Defendants would not recall the Acuerdo or details surrounding it, including that they were in possession of a signed copy of it, wrote emails to each other about it, and attended meetings with the parties to it, all of which took place within the two years preceding the filing of this lawsuit. A.

The Acuerdo de Entendimiento.

This lawsuit centers around the two largest transactions in Bantrab’s history through which Bantrab obtained $170 million of financing: (i) the sale of $20 million of Bantrab’s preferred shares in June 2013 to DHK Finance, Inc. (“DHK”); and (ii) a $150,000,000 debt transaction between Bantrab and Deutsche Bank. (See Amended Complaint, DE 40 ¶¶ 20, 35, 37, hereinafter “AC ¶ ____”). The three individual Defendants, known as the G3, are members of Bantrab’s Board

Defendants originally produced 219 emails (455 emails/attachments) and 30 other pdfs containing one or more documents, none of which was compliant with the ESI Plan.

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of Directors and collectively controlled its operations.3 AC ¶¶ 3-6, 73. Not only were they in charge of Bantrab’s relationship with Plaintiff concerning the transactions, but the G3 also entered into an agreement – the Acuerdo – with DHK’s principal (Mr. Hidalgo Socorro) before DHK completed its purchase of Bantrab’s stock, and as a necessary condition to the purchase. AC ¶¶ 35, 71. On its face, the Acuerdo states that it is being executed for the purpose of increasing Bantrab’s capital by $20 million in the form of an investment by Mr. Socorro through a “special investment vehicle” (i.e., DHK) and, importantly, also provides the G3 with a fifty-percent ownership stake in the entity that became DHK in exchange for $10 million that would be paid over 4 years from the moneys earned by the G3 as a result of their fifty-percent ownership. See Exhibit A (with certified translation); see also AC ¶¶ 71, 72.4 And although the Acuerdo states that the G3 signed it in their capacity as Bantrab’s and its shareholders’ legal representatives, the G3’s subsequent deposition testimony reveals that they were not in fact acting in their official capacity and that they did not disclose the existence of the Acuerdo to others at Bantrab. Mr. Socorro, in addition to being a party to the Acuerdo, was also a witness to the G3’s misrepresentations to Plaintiff, including misrepresentations made at the meeting where the G3 entered into the Acuerdo. AC ¶¶ 35, 36, 77. See also AC ¶ 73 (“Hernandez, Garcia, and Liu would personally benefit if they were able to induce Quantum to work and/or continue to work on both of these transactions and both of the transactions closed.”). The Acuerdo, Mr. Socorro, and DHK are thus not only important issues in this lawsuit but also of great significance to the Defendants. Notably, almost everything concerning the Acuerdo, Mr. Socorro, and DHK occurred in 2012 and 2013, including emails sent approximately six months before this lawsuit was filed. B.

Plaintiff requested the Acuerdo de Entendimiento and related documents.

On March 20, 2015, Plaintiff served Defendants with requests for production. Importantly, Request No. 26 sought production of the Acuerdo and related documents, including drafts. See Composite Exhibit B. In response, each of the Defendants answered: “None.” Id. And Request No. 21 sought documents relating to meetings between the Defendants and DHK, Mr. Socorro,

Defendant Hernandez is the President of Bantrab’s board of directors, and Defendant Garcia, in addition to being a director, is also Bantrab’s General Manager. 4

Importantly, the closing of the transaction with DHK was a necessary precursor to the $150 million debt deal with Deutsche Bank. AC ¶¶ 35, 71.

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and Mr. Braulio Perez (a partner in DHK). Id. In response to Request No. 21, each of the Defendants answered: “None.” Id..5 Defendants’ May 2015 production did not contain documents responsive to these requests. C.

Plaintiff’s efforts to resolve Defendants’ deficient production.

Defendants’ production of only approximately 600 documents was, on its face, grossly inadequate given the nature of this lawsuit. Plaintiff thus sought to resolve what it thought were Defendants’ failures to properly search for responsive documents and to otherwise comply with the requirements of the ESI Plan (DE 16). In response, Defendants asserted they had complied with their obligations and refused to do anything further so Plaintiff moved to compel on June 5, 2015 (DE 68). Defendants maintained they had complied with their obligations (DE 72). On June 16, Judge Otazo-Reyes ordered Defendants to provide by June 22 a list of search terms they claimed to have used, a list of the custodians they claimed to have searched, and to confirm they searched the G3’s personal emails. In their June 22 letter, Defendants represented: Defendants searched the computers of Sergio Hernandez, Vinicio Rodriguez, Carlos Enrique Reynoso Poitevin, and Ronald Garcia. *** Defendants searched the personal email accounts of Sergio Hernandez (sergioa_hernandez@bantrab.net.gt; slegal6@hotmail.com) and Ronald Garcia (GARCIAR@bantrab.net.gt; ronaldgarcia100@msn.com). Exhibit C.6 As to Mr. Liu’s work computer, Defendants stated: “It was impossible to search the computer of Eduardo Liu due to the fact that Mr. Liu’s computer crashed on or about August 2014 and all information stored on Mr. Liu’s computer, including email correspondences was lost.” Id. And, as to Mr. Liu’s personal email, Defendants represented: “It was impossible to search the email accounts of Eduardo Liu (eduardo@tricorp.us, eduardo_liu@bantrab.net.gt) because these

In addition to requesting specific documents in Request Nos. 21 and 26, Plaintiff also requested documents relating to the Acuerdo and the Defendants’ relationships with DHK and Mr. Socorro, and Mr. Perez. See Composite Exhibit B (Request Nos. 14, 22, 23, and 27). 6

It is undisputed that Defendant Bantrab and its IT “work team” was responsible for Defendants’ search for responsive documents and ESI production, including of the individual Defendants who testified they used their “personal” email addresses for Bantrab business. There was, practically speaking, no oversight by Defendants’ Guatemalan counsel nor, importantly, Defendants’ counsel of record. Rather, according to Defendant Bantrab, its IT personnel were left to not only search for documents but to determine their responsiveness. See DE 112 at pages 8 and 9.

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accounts were maintained on the physical computer of Mr. Liu that was lost in the computer crash mentioned above.” Id. Defendants also represented that, among many others, they used the following search terms: “DHK Finance Inc,” “DHK,” “Hidalgo Socorro,” and “Braulio Pérez.” Id. Information now known reflects that the representations in the June 22 letter are untrue in light of the fact that Defendants have now produced over 12,000 responsive documents, including 4,000 from the same custodians they represented they searched and many of which would have been culled using the search terms Defendants represented they used. And with respect to Mr. Liu’s computer and email, as explained below, Defendants have now admitted the computer and email could, in fact, both be searched. D.

Mr. Lindsay’s Report and Defendants’ additional discovery.

On August 18, 2015, Mr. Lindsay issued his Report, which required additional discovery to be produced in conformity with the ESI Plan on or before September 10, 2015 (with production beginning on August 26). (DE 111).7 The Report also required that Defendants provide Mr. Liu’s work computer to their vendor to determine whether data could be extracted. Id. Following Mr. Lindsay’s Report, Plaintiff moved for a 90-day continuance based on the expectation that Defendants would comply with the deadlines established by Mr. Lindsay. (DE 112). Defendants failed to comply, however, and, following a hearing on September 11, the Court entered an order stating: “the Defendants have flagrantly and intentionally failed to comply with the parties’ Joint ESI Plan and the Report of the Special Master . . . .” (DE 130). And the Court ordered that Defendants’ fully comply with the Report by September 18. Id. The 12,000-plus documents Defendants finally produced reveal that Defendants lied when they said they did not have the Acuerdo and related documents; and that they concealed the Acuerdo and its surrounding circumstances with false testimony and by failing to produce responsive documents. It also confirms that Defendants misrepresented to the Court what they had originally done to search for documents and the deficiencies of their original production. E.

Significant issues of spoliation remain.

Mr. Lindsay’s Report also addressed Mr. Liu’s work computer. In their June 22 letter, Defendants stated that Mr. Liu’s computer “crashed on or about August 2014” and that the 7

Judge Otazo-Reyes appointed Mr. Lindsay on the issues raised in Plaintiff’s motion to compel. (DE 83). These issues are explained in more detail in Plaintiff’s motion to extend the discovery deadline, (DE 85), and in Plaintiff’s motion for continuance, (DE 112).

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information on it “was lost” (after this litigation commenced), but Bantrab’s representative testified in July 2015 that he did not know the computer’s location. Mr. Lindsay instructed Defendants to locate the computer, and Defendants finally provided the location on August 14, 2015, stating: “Mr. Liu’s computer has been located and will be made available to our vendor as part of the compliance with the ESI search to be conducted consistent with our meeting this week. We will be advised what if anything was recovered from the broken laptop.” See Exhibit D. Defendants finally provided affidavits concerning the computer on September 18, and information in those affidavits contradicts that the computer “crashed.” The affidavits indicate the hard drive is accessible but contains only 5 files and operating system files, meaning that all of Mr. Liu’s documents and data are simply gone. See Composite Exhibit E. Plaintiff is now in possession of a mirror image of the hard drive and is conducting additional forensic analyses. What makes this issue all the more troubling is that Plaintiff also learned on September 19 that, separate from Mr. Liu’s work computer, Mr. Liu’s personal email server – from which over 700 responsive emails were sent or received during the relevant time period – contained only 90, non-responsive documents. This despite that Mr. Liu sent and received emails after litigation was reasonably anticipated and despite Defendants’ now-false representation in their June 22 letter that the email could not be searched.8 F.

Defendants gave false testimony at their depositions to conceal the Acuerdo.

Plaintiff took the G3’s depositions in Guatemala before the original July 2015 discovery cutoff and before Defendants’ recent production of 12,000-plus responsive documents. Plaintiff asked numerous questions concerning the Acuerdo and the G3’s relationships with Mr. Socorro, Mr. Perez, and DHK. The story the G3 told at their depositions, however, is now directly contradicted by the documents Defendants recently produced, which reflect the G3 signed the Acuerdo, had it in their possession since at least September 2013, and attended a special assembly

Defendants’ counsel did not take steps to ensure documents were not deleted until at least January 2015—more than ten months after this lawsuit began, and neither counsel of record nor Defendants’ Guatemalan counsel issued any preservation letter. See DE 112 at 6.

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meeting of DHK with Mr. Socorro and Mr. Perez in July 2013 in Miami, Florida. Below are certain excerpts of the G3’s testimony that further reveal their intentional concealment of evidence.9 (i)

Defendant Ronald Garcia

Plaintiff questioned Mr. Garcia10 on the Acuerdo; but he was unwilling to even authenticate his own signature: Q. The attached document, there’s a signature line at the last page of the document. Is that your signature above your -- where your name is typed? A. This is a photocopy. And as I’ve mentioned in previous occasions, I could not guarantee that this is my signature. Q. Do you have any reason to doubt that that’s your signature? A. Yes. I would have to review the original to make sure that it is my signature. Q. For what reason do you have to doubt that that’s your signature? A. Because exactly I cannot recall having signed it. Q. Do you have -- are you saying that you have absolutely no -- no recollection of having signed this document? MR. ORTEGA: Objection to form. A. Exactly, no. Q. Other than exactly, do you have any recollection of having signed this document? A. No. I don’t have any memory. See Exhibit F, Garcia Dep., 102:18 - 103:15, July 9, 2014.11 See also Exhibit F at 94:15-97:13; 105:1-109:16. Q. Do you recognize -- on the other pages it seems that it contains purported initials. Do you recognize any of those initials to be your own? A. No. Exhibit F at 103:19 – 103:23. Q. Is it your contention that this is not an agreement that you are a party to? A. No. I have not said that. Q. So this may be an agreement that you entered into? A. I could not guarantee that either. Q. Well, I’m not asking you to guarantee it. I’m just asking you whether it’s possible that this is an agreement you entered into? 9

Plaintiff is only citing some of the G3’s false testimony relating to the Acuerdo, DHK, and Mr. Socorro, and to the extent the Court requests further briefing on other false testimony, Plaintiff will supplement these excerpts. 10

Mr. Garcia also testified as Bantrab’s 30(b)(6) witness on topics regarding the Acuerdo.

Excerpts of Mr. Garcia’s testimony are attached as Exhibit F (hereinafter “Garcia Dep. ___”).

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A. I cannot be sure. Exhibit F at 104:16 – 104:25. (ii)

Defendant Sergio Hernandez

Like Mr. Garcia, Mr. Hernandez provided evasive answers on issues relating to the Acuerdo and his relationships with Mr. Socorro and DHK: Q. Do you recognize any of the signatures on this page? A. Yes. This one looks a lot like mine. Q. And just for the record, you’re pointing to the second signature above where it says “Sergio Hernandez”? You have to say “yes” or “no.” A. Yes. Yes. It looks very much like my signature. Q. Well, do you have any reason to believe this isn’t your signature? A. Yes. I would have motives to because I – it’s a document that I do not recall having before me before. See Exhibit G, Hernandez Depo., 115:16 -116:4, July 14, 2015.12 Q. You signed this document freely and voluntarily, didn’t you? That’s what it says here, doesn’t it? A. I said that I don’t recall having signed this document. Exhibit G at 144:3-7. Mr. Hernandez went further, in fact denying the existence of the Acuerdo: Q. You didn’t disclose it to Deutsche Bank, did you? A. I have no reason to do a disclosure either of -- about documents that do not exist. Yes. Exhibit G at 215:23 – 216:1.13 As to Mr. Socorro, Mr. Hernandez told a story now refuted by the recently produced documents showing his business dealings with Mr. Socorro: Q. Do you know Mr. Socorro? A. Yes. I know Mr. Hidalgo Socorro. Q. Who is he? A. He’s a golfer. I know him from playing golf and I play golf with him. As a matter of fact, I think I met him playing golf.

Excerpts of Mr. Hernandez’s testimony is attached as Exhibit G (taken on July 14 and 22, 2015).

See also Exhibit G at 160:18-161:17; 217:9-219:15; 290:13-25; 340:10 - 341:7.

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Exhibit G at 136:11-16. Q. Other than knowing him as a golf partner, have you had any other dealings with Mr. Socorro in your capacity as president of the board of directors of Banco De Los Trabajadores de Guatemala? A. Not that I can recall. Exhibit G at 137:5-10; see also Exhibit G at 341:15 - 342:11. (iii)

Defendant Eduardo Liu

Mr. Liu was the only defendant to admit he and Messrs. Hernandez and Garcia signed the Acuerdo. (See Exhibit H, Liu Dep., 108:25 - 109:1, 112:24 - 113:7, July 10, 2015).14 He also admitted having a copy of the Acuerdo that he failed to produce and admitted that the response to the Request No. 26 indicating “None” was incorrect: Q. Do you have a copy of the Acuerdo de Entendimiento? A. Yes. Q. And where did you -- where do you have that copy? A. I have must have it somewhere. Q. And is the way you received that document originally as an attachment to the email that we saw in Exhibit 25? A. I don’t recall. But in accordance with this, yes. Q. And do you recall whether you printed the document out and kept a physical copy? A. Yes. Q. And can you say why you didn’t produce that document in this case? A. I don’t recall. Q. Do you know that you were asked to produce that document in this case? A. I don’t recall. Exhibit H at 117:12 - 118:10. Q. Based on what you know today, is it correct that the response to request for production Number 26 should be changed to reflect that you have a document responsive to this request? MR. ORTEGA: Objection. Form. Asked and answered. Argumentative. You can answer the question, Mr. Liu. A. The way that you’ve stated it, now that I’ve had this document presented to me, I can say yes. Exhibit H at 178:23 -179:8). See also Exhibit H at 177:8 – 179:8.

Excerpts of Mr. Liu’ deposition testimony are attached as Exhibit H.

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Within the 12,000+ documents are emails relating to the Acuerdo that directly contradict the G3’s testimony and the responses to Request Nos. 21 and 26.

Among the 12,000+ documents15 are key documents demonstrating that Defendants falsely represented they did not have them and that further serve to establish they provided false deposition testimony. First, the production confirms Defendants actually had a copy of the fully executed Acuerdo all along. Specifically, Defendants produced an email dated September 11, 2013, from Mr. Perez to Mr. Hernandez, Mr. Garcia, and Mr. Liu attaching a signed copy of the Acuerdo. See Exhibit A. The request also sought drafts of the Acuerdo and within the new production are copies of an email dated May 25, 2012, that attaches an excel spreadsheet and a draft of the Acuerdo. See Exhibit I. Plaintiff, who had a copy of that May 25, 2012 email, showed it to the G3 at their depositions, but all three gave evasive testimony.16 Not only did the G3 have a copy of that email at the time of the depositions, but among the recently produced documents is also another email from Mr. Socorro to the G3 in October 2013 attaching a version of that spreadsheet over a year and a half later. See Exhibit J (with certified translation). These are responsive to Request No. 26. Second, Defendants produced an email dated October 24, 2013, from Mr. Garcia to Mr. Hernandez in which Mr. Garcia twice makes express reference to the “G3” having signed the Acuerdo. See Exhibit K (with certified translation).17 In the email, which appears to be a draft email to Mr. Socorro and Mr. Perez, Mr. Garcia states: “Once we conceived and began discussions in the way that we would run our relationship and alliance in advance and without the permission of our tax entity, we signed a memorandum of understanding [acuerdo de entendimiento] in which we agreed to the following. . . .” Id. In addition, Mr. Garcia states: “We would like to request that the memorandum of understanding [acuerdo de entendimiento] we signed last year where the alliance is evidenced and which to date has not taken shape is voided.” Id. This email was sent

These documents were produced by Defendant Bantrab, as explained above. The specific emails and attachment discussed in Section G of this Motion were produced by Defendant Bantrab from email accounts/computers of Defendants Hernandez and Garcia. 16

See, e.g., Exhibit F at pages 88-97; Exhibit G at pages 178-191; Exhibit H at pages 85-90.

The subject of the email is “HS,” a term the parties used to identify Hidalgo Socorro—despite Defendants’ evasive testimony as to that acronym. The text of the draft email confirms “HS” stands for Hidalgo Socorro because the body of the letter is addressed to “Hidalgo/Braulio.”

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between two of the Defendants after litigation was already foreseeable and only approximately six months before this lawsuit was commenced. It is responsive to Request No. 26. Third, Defendants produced an email dated July 9, 2013, from Mr. Perez to Mr. Hernandez, Mr. Garcia, Mr. Liu, and Mr. Socorro, the subject of which was: “Asamblea DHK 8 de Julio 2011 [DHK Assembly July 8, 2011].” See Exhibit L (with certified translation). The email reflects that Mr. Hernandez, Mr. Garcia, Mr. Liu, Mr. Socorro and Mr. Perez attended a special assembly meeting of DHK “[i]n the city of Miami on the day of July 8, 2013 10:45 AM in the Fontainebleau Hotel.” See id. The email and its attachment are responsive to Request No. 21. That these emails and documents – sent within a year of this lawsuit – were concealed becomes even more clear when considered in the context of the G3’s sworn testimony. For example, as cited above, Mr. Garcia testified he could not recall the Acuerdo or having signed it. He did not testify that he sent an email to Mr. Hernandez in October 2013 wherein he twice references that the G3 in fact signed the Acuerdo.18 Mr. Hernandez testified he played golf with Mr. Socorro but could not recall other dealings with him. Mr. Hernandez did not testify that he and the G3 participated in a special assembly meeting of DHK with Mr. Socorro and Mr. Perez in Miami, Florida, on July 8, 2013, concerning DHK and Bantrab’s $150 million transaction with Deutsche Bank. Nor did he testify that he received the October 2013 email from Mr. Garcia about the Acuerdo and their business relationship with Mr. Socorro. And, due to Defendants’ concealment, Plaintiff did not have these emails during the G3’s depositions to confront them. As further evidence of concealment, these emails would have been culled using the search terms “DHK,” “Braulio Perez,” and/or “Hidalgo Socorro.” Defendants represented to the Court and Plaintiff in their June 22 letter that they used these very terms on these very custodians’ computers and email accounts. But none of the emails and documents addressed above and attached to this Motion were produced by the Defendants in May 2015. Importantly, this evidence came to light only because of Plaintiff’s efforts in connection with its motion to compel, which, among other things, forced Defendants to hire a vendor and to 18

Mr. Hernandez testified similarly about the Acuerdo and even denied that any such agreement existed. Although he was confronted at his deposition with other emails indicating he in fact revised a draft of the Acuerdo (which emails Defendants did not and still have not produced), he did not testify about Mr. Garcia’s October 2013 email about the Acuerdo. Nor did he testify that at the time of his deposition he was in fact in possession of an email attaching a signed copy of the Acuerdo and an email attaching a draft of the Acuerdo.

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have Defendants’ U.S. counsel of record actually oversee Defendants’ discovery, including by determining what documents were responsive. Argument I.

The Court’s authority to sanction Defendants. Courts have the inherent power to impose sanctions on parties, lawyers, or both. See In re

Sunshine Jr. Stores, Inc., 456 F.3d 1291, 1306 (11th Cir. 2006). That power is “derived from the court’s need ‘to manage [its] own affairs so as to achieve the orderly and expeditious disposition of cases.’” Id. at 1106 (citing Chambers v. NASCO, Inc., 501 U.S. 32, 43 (1991)). See Peer v. Lewis, 606 F.3d 1306, 1314 (11th Cir. 2010) (“While the other sanction mechanisms only reach certain individuals or conduct, ‘the inherent power extends to a full range of litigation abuses’ and ‘must continue to exist to fill in the interstices.”) (citations omitted). “The inherent powers doctrine is most often invoked where a party commits perjury or destroys or doctors evidence.” Qantum Commc’ns. Corp. v. Star Broad., Inc., 473 F. Supp. 2d 1249, 1269 (S.D. Fla. 2007). To unlock its inherent powers, the Court must determine that Defendants acted in bad faith. See Eagle Hosp. Physicians, LLC v. SRG Consulting, Inc., 561 F.3d 1298, 1306 (11th Cir. 2009). A party “demonstrates bad faith by delaying or disrupting litigation or hampering the enforcement of a court order.” Byrne, 261 F.3d at 1121. That is, “[b]ad faith exists when the court finds that a fraud has been practiced upon it, or ‘that the very temple of justice has been defiled,’ or where a party or attorney knowingly or recklessly raises a frivolous argument, delays or disrupts the litigation, or hampers the enforcement of a court order.” Allapattah Servs., Inc. v. Exxon Corp., 372 F. Supp. 2d 1344, 1373-74 (S.D. Fla. 2005) (Gold, J.) (citing Chambers, 501 U.S. at 43). “Without a ‘smoking gun’ statement, . . . a district court makes a determination of bad faith by drawing inferences from the conduct before it.” Byrne, 261 F.3d at 1125. See also Gonzalez v. Bus. Representation Int’l, Inc., 248 F.R.D. 644, 646 (S.D. Fla. 2008) (parties who testify evasively and omit relevant information “invite sanctions”). Courts have found entry of a default judgment an appropriate sanction for bad faith litigation conduct where “a party has sentiently set in motion some unconscionable scheme calculated to interfere with the judicial system’s ability impartially to adjudicate a matter by improperly influencing the trier of fact or unfairly hampering the presentation of the opposing party’s claim or defense.” Vargas v. Peltz, 901 F. Supp. 1572, 1579 (S.D. Fla. 1995) (citations omitted). “When ordering a sanction of default judgment, the Court should find by clear and convincing evidence

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that (1) a defendant acted in bad faith, (2) the plaintiff was prejudiced by this conduct, and (3) lesser sanctions would not adequately serve the goals of punishment and deterrence.” Sprint Solutions, Inc. v. Fils-Amie, 83 F. Supp. 3d 1290, 1295 (S.D. Fla. 2015). The Court may also strike pleadings pursuant to Federal Rules of Civil Procedure 26 and 37. Under Rule 26(e)(1), a party has an affirmative duty to supplement discovery responses. If a party fails to supplement, sanctions pursuant to Rule 37(c)(1) may be warranted, which include “the orders listed in Rule 37(b)(2)(A)(i)-(vi).” In turn, Rule 37(b) permits “striking pleadings in whole or in part” or “rendering a default judgment against the disobedient party.” Default under Rule 37 requires bad faith. Malautea v. Suzuki Motor Co., 987 F.2d 1536, 1542 (11th Cir. 1993)). The most severe sanctions “must be available to the district court in appropriate cases, not merely to penalize those whose conduct may be deemed to warrant such a sanction, but to deter those who might be tempted to such conduct in the absence of such a deterrent.” Nat’l Hockey League v. Metropolitan Hockey Club, Inc., 427 U.S. 639, 643 (1976) (per curium). Indeed, as stated by the district court in Chemtall Inc. v. Citi-Chem, Inc.: Those who lie, evade and fail to tell the whole truth obviously enjoy an advantage over honest litigants. The victimized opponent winds up, as in this case, consuming substantial resources to respond to and “undo” the victimizer’s lies and distortions. Here plaintiffs did just that by resorting to third party discovery, then confronting King with contradictory documents, and even his own testimonial contradictions . . . In the meantime, the Court itself is prevented from actually reaching the merits of the case—as well as resolving other cases by having to stop and, as it has done here, exhaustively examine what is, at bottom, sanctionable perjury and fraud upon the Court. 992 F.Supp. 1390, 1409-1410 (S.D. Ga. 1998). Defendants sought to be judge, jury, and executioner by concealing the Acuerdo and their related business dealings with Mr. Socorro, Mr. Perez, and DHK so as to avoid those issues going to the trier of fact. With the newly produced documents, however, the record becomes clear that Defendants committed a fraud on the Court by concealing this evidence. Under these facts, the most severe sanctions are warranted. II.

Striking Defendants’ pleadings is the appropriate sanction. Clear and convincing evidence shows that Defendants put into motion an unconscionable

scheme calculated to interfere with the judicial system’s ability to impartially adjudicate this matter. Defendants acted in bad faith, their willful misconduct prejudiced Plaintiff, and no lesser sanction than striking Defendants’ pleadings and entry of default judgment will adequately punish them for their egregious and systemic abuse of the judicial system for concealing evidence. 13

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Defendants have acted in bad faith.

Defendants’ misconduct demonstrates that they willfully and in bad faith sought to conceal all evidence concerning the Acuerdo and their relationships to Mr. Socorro and DHK – key issues raised in this case – including by providing false written discovery responses and false deposition testimony, concealing and failing to produce responsive documents, and misrepresenting to the Court what they had done to comply with their discovery obligations. See Chemtall Inc., 992 F.Supp. at 1409-1410 (finding bad faith where defendant repeatedly lied under oath at his deposition and produced misleading documents in an effort to hinder plaintiff efforts to collect a debt); Qantum, 473 F.Supp.2d at 1277 (finding defendant engaged in bad faith, including by lying under oath); Allapattah, 372 F. Supp. 2d at 1373-74 (Bad faith exists “where a party or attorney knowingly or recklessly raises a frivolous argument, delays or disrupts the litigation”) (citing Chambers, 501 U.S. at 45-46).19 In response to Request No. 26, which sought production of the Acuerdo and related documents and drafts, Defendants falsely responded “None,” and knew at that time their responses were false. Defendants have now produced a September 2013 email attaching a signed copy of the Acuerdo. See Exhibit A.20 They have produced copies of a May 2012 email attaching a draft of the Acuerdo and an excel spreadsheet showing the benefits the G3 would receive under the Acuerdo, see Exhibit I, and an October 2013 email attaching a version of that same spreadsheet. See Exhibit J. Defendants have also produced an October 2013 email from Mr. Garcia to Mr. Hernandez in which Mr. Garcia expressly references (twice) that the G3 signed the Acuerdo. See Exhibit K. Mr. Garcia signed that email with the term “G3,” a term the G3 denied using to describe themselves.21 See id. All of these emails were sent within a year of this litigation, and they are 19

See also Rosenthal Collins Group, LLC v. Trading Tech.s Int’l, Inc., No. 05 C 4088, 2011 WL 722467, at *7 (N.D. Ill. Feb. 23, 2011) (“The Court may presume bad faith where a litigant creates false evidence or testimony.”). 20

Mr. Garcia testified that he had never seen a signed copy of the Acuerdo. See Exhibit F at 97:913 (“Q. Other than to the extent you viewed the document or a document such as that at a confidential mediation, have you ever seen a copy of such a document bearing your signature? A. No.”). But Mr. Garcia was sent the September 11, 2013, email attaching the signed Acuerdo. See Exhibit A. 21

See Exhibit G at 190:16-20 (“Q. And who are the G3, other than you, Mr. Liu and Mr. Garcia? A. Yes. I -- no. No. No. I’m not sure who the G3 is nor have I indicated ever that I am part of the G3.”). See Exhibit F at 94:10-14 (“Q. Beneath HS is says “G3.” Do you see that? A. Yes. Q. 14

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responsive to at least four other requests for production to which Defendants said they would produce responsive documents.22 And these concealed emails and attachments directly contradict Defendants’ deposition testimony on topics concerning the Acuerdo and their relationships to DHK and Mr. Socorro, including whether the document existed, whether they signed it,23 and their knowledge of and relationship to Mr. Socorro. And these concealed emails also contradict the Defendants’ arguments in their motion in limine, including their challenge to the very existence and authenticity of the Acuerdo by referring to it as an “alleged agreement.” (DE 108 at 2) (“Plaintiff has used an alleged agreement referred to as “Acuerdo de Entendimiento” . . . to harass, intimidate, and threaten the individual directors, Hernández, Liu, and García.”). In response to Request No. 21, which sought production of documents relating meetings Defendants attended with Mr. Socorro and Mr. Perez, Defendants falsely responded “None,” and knew at that time their responses were false. Defendants have now produced a July 2013 email from Mr. Perez to the G3 that evidences they attended a special assembly meeting of DHK “[i]n the city of Miami on the day of July 8, 2013 10:45 AM in the Fontainebleau Hotel” at which DHK and the Deutsche Bank transaction was discussed. See Exhibit L. The subject of that email was “Asamblea DHK 8 de Julio 2011,” id. (emphasis added), and thus the email would undeniably have been culled using the search term DHK, which Defendants represented in their June 22 letter to Plaintiff they used (in addition to the fact that the email was from Mr. Perez and copied Mr.

Do you know what that refers to? A. Not exactly. No.”); see also Exhibit F at 24:2-8 (“Q. The -is it correct to say that you sometimes refer to yourself, Mr. Hernandez and Mr. Liu as the G3? A. No. Q. Are you aware of anyone referring to yourself, Mr. Liu and Mr. Hernandez as G3? A. No.”). 22

Mr. Liu admitted at his deposition that he and Mr. Hernandez and Mr. Garcia signed the Acuerdo, that he had a copy of the Acuerdo that he failed to produce, and that his response to Request No. 26, indicating “None,” was incorrect. But, as of the time of this filing, Defendants have not produced Mr. Liu’s copy of the Acuerdo, nor have they amended the incorrect discovery responses, nor sought to change their testimony through an errata sheet to the extent they will now claim Mr. Liu does not have a copy despite his sworn testimony. 23

See e.g., Exhibit G at 114:3-5 (“Q. You had never seen [the Acuerdo] prior to two weeks ago; is that your testimony to the jury? A. I don’t recall having had it before.”).

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Hidalgo, whose names were also search terms Defendants represented they used). This concealed email and attachment directly contradict Defendants’ deposition testimony, as described above.24 The record also reflects troubling circumstances surrounding Defendants’ production of only four (4) documents for Mr. Liu. First, Mr. Liu was copied on all but one of the above concealed emails and, importantly, was a party to at least 700 other responsive emails produced by other parties in this case. Defendants’ falsely represented multiple times in the case that Mr. Liu’s work computer had “crashed” and that it was impossible to search his computer or his emails. Those representations, including in Defendants’ June 22 letter, were false. B.

Defendants’ misconduct has prejudiced Plaintiff

The record is clear that Plaintiff has been prejudiced by Defendants’ bad faith and willful misconduct. In Sprint Solutions, Inc. v. Fils-Amie, 83 F. Supp. 3d 1290, 1298 (S.D. Fla. 2015), Judge Cohn entered a default judgment and, on the element of prejudice, found: Defendants have forced Sprint’s counsel to expend many hours determining how to respond to their uncooperativeness, as opposed to pursuing the merits of the suit. But Sprint’s harms go beyond the time wasted reacting to Defendants. Our legal system is dependent upon the willingness of the litigants to allow an honest and true airing of the real facts. By making a game of discovery, Defendants have deprived Sprint of the truth-finding judicial process to which it is entitled. (citations omitted). Here, as in Sprint Solutions, Defendants have purposefully deprived Plaintiff of the truth-finding judicial process to which Plaintiff was entitled. Id. See also Qantum, 473 F. Supp. 2d 1249, 1274 (S.D. Fla. 2007) (finding that deliberate failure to produce key documents prejudiced plaintiff, including that the defendants’ failure to produce the key documents had an enormous risk of substantial prejudice). Defendants were able to continue to question the very existence of the Acuerdo by their denials regarding having signed it because, although Plaintiff had a copy of the signed Acuerdo, it did not have any email forwarding the signed Acuerdo to the G3, and, given their denials regarding having signed it as well as their inability to recall anything about it, their concealment was clearly prejudicial.

In addition, Exhibit L contradicts Defendants statement in their affidavits filed in support of their motion to dismiss, wherein they claimed: “[t]he transactions that are the subject of Plaintiff’s Complaint in the matter styled, Quantum Capital, LLC v. Banco de los Trabajadores, et al., Case No.: 1:14-CV-23193- UU, have no connection whatsoever to the State of Florida or the United States.” See DE 31-3, 31-4, 31-5, 31-6 (emphasis added). 16

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In addition, Plaintiff has had to dedicate enormous resources simply to discover Defendants’ fraud on the Court, and did so despite Defendants’ obfuscation and efforts to push this case to trial without having to produce the 12,000+ responsive records. More specifically, Plaintiff moved to compel Defendants’ compliance (which Defendants opposed), attended two hearings before Judge Otazo-Reyes, took ten depositions in Guatemala (without the benefit of the 12,000+ documents), attended an in-person hearing and at least five telephonic hearings with Mr. Lindsay, moved to extend certain deadlines (which Defendants opposed), moved for summary judgment and in limine (without the benefit of the 12,000+ documents and which motions are now moot), moved to continue trial (which Defendants opposed), and, most recently, moved for protective order due to Defendants’ efforts to improperly take additional discovery despite their overt failures to comply with Mr. Lindsay’s Report. Importantly, the Court also made clear in its Order on Plaintiff’s motion to continue that there would be no more continuances. (DE 113). This is the exact type of prejudice that warrants the most severe sanctions. C.

The striking of Defendants’ pleadings is the appropriate sanction and lesser sanctions would not adequately punish and deter the conduct herein.

Once its powers are unlocked, the Court must then fashion an appropriate sanction. A “[d]efault judgment is appropriate where a lesser sanction under the circumstances would unfairly minimize the seriousness of the misconduct and fail to sufficiently deter such misconduct by others in the future.” Rosenthal, 2011 WL 722467, at *6. Here, the history of Defendants’ discovery misconduct and efforts to conceal the Acuerdo and all circumstances related to it, magnified by their false discovery responses and deposition testimony, is the exact type of compelling circumstance that warrants the ultimate sanction of striking a party’s pleadings. See Qantum, 473 F. Supp. 2d at 1275-78 (entering default for fraud on the Court due to a scheme that involved lies about key issues and a failure to disclose key documents, which hampered the plaintiff’s ability to present its claim on a central issue in the case); Domanus v. Lewicki, No. 08 C 4922, 2013 WL 140754, at *2 (N.D. Ill. Jan. 11, 2013) (“The judicial system is premised on the honest, good faith efforts of the parties involved. Where honesty is replaced with falsehood, a party’s right to litigate comes into question. Indeed, lawyers and litigants who decide they will play by the rules of their own invention will find that the game cannot be won.”). A lesser sanction than the severest of sanctions will not adequately punish Defendants for their egregious and systemic abuse of the judicial system. Nor will a lesser sanction deter others

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from engaging in similar misconduct. As one district court explained in entering the sanction of a default judgment: Use of the “ultimate sanction” addresses not only prejudice suffered by the opposing litigants, but also vindicates the judicial system as a whole, for such misconduct threatens the very integrity of courts, which otherwise “cannot command respect if they cannot maintain a level playing field amongst participants.” Chemtall, 992 F. Supp. at 1409 (internal citations omitted); see also Rosenthal, 2011 WL 722467, at *6 (“Litigants cannot be permitted to say ‘oops, you’ve caught me,’ and thereafter be allowed to continue to play the game.”) (citations omitted). The facts of this case warrant the Court entering an order (i) striking the Defendants’ pleadings, (ii) entering default judgments against them, and (iii) awarding Plaintiff its fees and costs. III.

Alternative Relief Requested Even absent a finding of bad faith, Defendants’ utter failure to comply with their discovery

obligations warrants (i) an award of attorneys’ fees and costs associated with Plaintiff’s motion to compel, (ii) a reallocation of Plaintiff’s share of the Special Master’s fees to Defendants, (iii) the re-taking of Defendants’ depositions in Miami at Defendants’ expense, (iv) additional spoliation discovery, and (v) for such other relief as the Court deems appropriate. For the reasons explained above, Defendants’ complete failure to comply with their discovery obligations warrants an award of attorneys’ fees and costs and a reallocation of the Mr. Lindsay’s fees to Defendants. Defendants made numerous misrepresentations in their June 22 letter, including concerning Mr. Liu’s computer and emails. And other representations in the June 22 letter simply cannot be true in light of the 12,000-plus newly produced records, many of which would have been produced had Defendants done only what they represented to the Court they had done when initially searching for and producing responsive documents in May 2015. Beyond failing to comply with the ESI Plan, Defendants failed to meet even the most basic discovery obligations including by not even searching documents for individuals they identified in their expert disclosures as having knowledge of facts relevant to this case.25 Simply put, despite that Defendants maintained they had complied with the ESI Plan and that they produced all

Including Mr. Jorge Solorzano, for whom Defendants have now produced more than 4,600 responsive documents.

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responsive records, they initially produced only approximately 600 documents. Due to Plaintiff’s continued efforts and notwithstanding Defendants’ conduct, Defendants have now produced more than 12,000 responsive documents. The discrepancy in productions is alarming. Plaintiff should thus be awarded all fees and costs incurred with obtaining these responsive documents. See also Fed. R. Civ. P. 37(a)(5)(C), 37(b)(2)(C). In addition, Plaintiff was also forced to take ten depositions in Guatemala without the benefit of these 12,000 responsive documents. This notwithstanding that Defendants have now produced more than 1,500 responsive documents for Mr. Garcia; 900 documents for Mr. Hernandez; 1500 documents for Mr. Vinicio Rodriguez; and nearly 4,000 for Mr. Benjamin Arriaza. In addition to attorneys’ fees incurred for preparing for and taking these depositions, Plaintiff also incurred the costs of hotel and airfare for counsel (and for the videographer, court reporter, and translator, in addition to their fees). At the very least, Plaintiff requests that it be entitled to take the depositions of the four Defendants (the three individual Defendants and Bantrab’s corporate representative on topics relating to Defendants’ production of documents) in Miami, Florida, at Defendants’ expense (including the cost of Plaintiff’s attorneys’ fees, translator fees, court reporter fees, and videographer fees).26 Plaintiff has requested that Defendants make themselves available for such depositions, but Defendants have refused. The Defendants will be in Miami for mediation on October 21. The discovery cut-off is October 16, and Plaintiff is willing to conduct these depositions the week before meditation (although Defendants’ counsel has taken the position they are unavailable from October 12 through 16 due to another trial); or, to the extent permitted, during the week of mediation (October 19 to 23).27

Plaintiff also requests the depositions of Mr. Arriaza and, potentially, Mr. Rodriguez take place in Miami, or by video-conference, at Defendants’ expense. And Plaintiff reserves the right to request additional discovery based on what it has yet to discover in Defendants’ 12,000-plus newly produced documents. 27

To the extent the Court deems it appropriate, Plaintiff requests, to the extent the Court does not strike Defendants’ pleadings, that the Court consider adverse inferences against each of the Defendants regarding their conduct in discovery to the extent their pleadings are not struck, including due to spoliation and their intentional concealment of evidence, and other sanctions to the extent available. In addition, Plaintiff reserves the right to seek other relief relating to the conduct described herein and based on what further discovery on these matters may reveal.

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As to Defendant Liu’s work computer and email account, Plaintiff requests that the Court order expedited discovery on the issue of spoliation, including the depositions of Mr. Liu, Mr. Monzon (Bantrab’s IT person who handled Mr. Liu’s computer and provided a declaration regarding same), and a Bantrab corporate representative concerning Mr. Liu’s work computer and email server and accounts. And Plaintiff reserves the right to seek depositions of third parties, such as email service providers, concerning Mr. Liu’s computer and email accounts.28

Conclusion WHEREFORE, Plaintiff Quantum Capital, LLC moves for an order striking Defendants’ Answer and Affirmative Defenses (DE 45), entering default judgments against them, and awarding Plaintiff its costs and fees due to Defendants’ bad faith litigation misconduct by intentionally concealing material evidence; or in the alternative, Plaintiff requests (i) an award of attorneys’ fees and costs associated with Plaintiff’s motion to compel, (ii) a reallocation of Plaintiff’s share of the Special Master’s fees to Defendants, (iii) the re-taking of Defendants’ depositions in Miami at Defendants’ expense, (iv) additional spoliation discovery, and (v) for such other relief as the Court deems appropriate.

Certificate of Good-Faith Conference I hereby certify that Plaintiff’s counsel has conferred with all parties or non-parties who may be affected by the relief sought in this motion in a good faith effort to resolve the issues raised in the motion and has been unable to do so.

Lastly, Plaintiff is cognizant of the Court’s admonishments that there will be no more continuances. See DE 113, DE 137. Were the Court to decide a stay would assist in determining the issues raised herein, such a stay is also available as a sanction pursuant to Rule 37(b)(2)(A)(iv). 20

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Dated: September 29, 2015.

Respectfully submitted, /s/ Alex M. Gonzalez Alex M. Gonzalez (Fla. Bar No. 991200) alex.gonzalez@hklaw.com Israel J. Encinosa (Fla. Bar No. 46083) israel.encinosa@hklaw.com Michael E. Rothenberg (Fla. Bar No. 74411) michael.rothenberg@hklaw.com Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, Florida 33131 Tel: (305) 789-7602 / Fax: (305) 789-7799 Counsel for Plaintiff

CERTIFICATE OF SERVICE I certify that on September 29, 2015, I filed a copy of the foregoing with the Clerk of Court using CM/ECF, which will serve the foregoing on all counsel of record. By: /s/ Michael E. Rothenberg

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Exhibit A

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Exhibit B

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IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO. 1:14-CV-23193-UU QUANTUM CAPITAL, LLC., a Florida Limited Liability Company,

Plaintiff,

vs.

BANCO DE LOS TRABAJADORES, a Guatemalan entity, SERGIO HERNANDEZ, an individual, EDUARDO LIU, an individual, and RONALD GARCIA, an individual Defendants. ________________________________________/ DEFENDANT, BANCO DE LOS TRABAJADORES’ RESPONSE TO PLAINTIFF’S FIRST REQUEST FOR PRODUCTION Defendant, Banco de Los Trabajadores (“BANTRAB”), pursuant to Rule 34 of the Federal Rules of Civil Procedure, hereby responds to Plaintiff, Quantum Capital LLC’s (“Plaintiff” or “Quantum”) First Request for Production of Documents to Plaintiff as follows: DOCUMENTS REQUESTED 1) Documents sufficient to evidence the powers of BANTRAB’s directors and officers, individually and as a group, to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB, including but not limited to organizational documents and amendments thereto, board resolutions, documents, explaining the duties, responsibilities, and/or powers of the directors and officers.

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 1 of 16

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RESPONSE: Responsive documents will be produced. See items 1-8 in the accompanying USB drive. 2) Documents sufficient to evidence the G3 Directors’ responsibility over and/or authority to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB. RESPONSE: Responsive documents will be produced. See items 1, 3 and 4 in the accompanying USB drive. 3) Documents sufficient to evidence BANTRAB’s corporate structure from 2007 through 2014, including but not limited to organizational charts and documents evidencing the identities of the members of BANTRAB’s board of directors. RESPONSE: Responsive documents will be produced. See items 9 and 10 in the accompanying USB drive. 4) All documents, including but not limited to meeting minutes, memoranda and/or emails that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, the First or Second Exotix Contracts, the Debt Issuance Project, and/or the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 11-15 in the accompanying USB drive. 5) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other of BANTRAB’s employees, representatives and/or agents at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 2 of 16

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Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, the First or Second Exotix Contracts, the Debt Issuance Project, and/or the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 11-15 in the accompanying USB drive. 6) All drafts and copies of the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, and/or the First or Second Exotix Contract. RESPONSE: Responsive documents will be produced.

See items 16-20 in the

accompanying USB drive. 7) All communication between or among Hernandez, Liu, Garcia, and/or any of BANTRAB’s employees, representatives, and/or agents related to the negotiation, execution, performance, and/or termination of the NCF Contract, the USC Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, and/or the First or Second Exotix Contracts. RESPONSE: Responsive documents will be produced.

See items 21-23 in the

accompanying USB drive. 8) All communication between or among Hernandez, Liu, Garcia, and/or any of BANTRAB’s employees, representatives, and/or agent, on the one hand, and Deutshe Bank, Jugo, NCF, UCS, Activa, Exotix, Quantum, DHK Finance and/or any of their employees, representatives and/or agents, on the other hand, related to the negotiation, execution, performance, and/or termination of the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, and/or the First or Second Exotix Contract. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 3 of 16

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RESPONSE: Responsive documents will be produced. See items 21-23 in the accompanying USB drive. 9) Documents that evidence efforts taken by BANTRAB, Hernandez, Liu, Garcia, NCF, Jugo, Deutsche Bank, and/or any other person, to obtain regulatory approval from BANTRAB relating to the creation of an offering memorandum and/or the Debt Issuance Project. RESPONSE: None. 10) Documents that evidence Deutsche Bank’s desire in 2008 to postpone the Debt Issuance Project, including communications between or among BANTRAB, Hernandez, Liu, Garcia, Jugo, UCS, and/or Deutsche Bank, or anyone acting on their behalf. RESPONSE: None. 11) Documents that evidence BANTRAB’s decision to restart the Debt Issuance Project in or about July 2011. RESPONSE: None. 12) Documents sufficient to evidence BANTRAB’s capitalization ratio in 2011, including documents reflecting BANTRAB’s need or desire to raise debt equity in order to complete the Debt Issuance Project. RESPONSE: BANTRAB’s December 31, 2011 equity position will be produced. See item 24 in the accompanying USB drive.

There are no documents responsive to the

remaining request. 13) All documents exchanged between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank, and/or any Deutsche Bank employee, representative and/or agent, on the other hand, that Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

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related to the Debt Issuance Project and which were also sent to Jugo, Quantum, and/or any Quantum employee, representative and/or agent, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum, and/or any Quantum employee, representative and/or agent. RESPONSE: None. 14) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Jugo, Quantum, and/or any Quantum employee, representative and/or agent, on the other hand, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum and/or any Quantum employee, representative and/or agent, that related to Debt Issuance Project and the/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See item 23 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. 15) All drafts and copies of the Preliminary Offering Memorandum dated October 25, 2013, including any final and/or executed version of the Preliminary Offering Memorandum. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669. 16) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the negotiation, execution, and/or Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 5 of 16

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performance of the Preliminary Offering Memorandum, the Notes issued by the Cayman Trust referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, the Participation Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, and/or the Senior Unsecured Loan Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669 and “Document 26” bate stamped as BANTRAB 00010670-00023330. 17) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Transaction Diagram on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced. See items 25 and 26 in the accompanying USB drive. 18) Documents evidencing instructions given by BANTRAB, Hernandez, Liu, and/or Garcia, or anyone acting on their behalf, to Jugo, NCF, Activa, or Quantum, and/or any of their employees, representatives, and/or agents, related to the Debt Issuance Project and/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See items 23, 26 and 27 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

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19) All documents that reference the January 30, 2012, contract between Activa and Exotix referred to in paragraph 29 of the Complaint. RESPONSE: None. 20) All documents, including but not limited to meeting minutes, memoranda and/or emails, that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which DHK Finance, Hidalgo Socorro, and/or Braulio Perez, was discussed and/or present. RESPONSE: Responsive documents will be produced. See items 14 and 23 in the accompanying USB drive. 21) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other BANTRAB’s employees, representatives and/or agents, where DHK Finance, Hidalgo Socorro, and/or Braulio Perez were also present. RESPONSE: None. 22) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, referencing or discussing DHK Finance, Hidalgo Socorro, and/or Braulio Perez. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying USB drive. 23) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and DHK Finance, Hidalgo Socorro, and/or Braulio Perez, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Preferred Equity Project, Quantum, Judgo, and/or any of their employees, representatives and/or agents. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 7 of 16

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USB drive. 24) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Quantum, Judgo, and/or any of their employees representatives and/or agents, on the other hand, discussing DHK Finance, Hidalgo Socorro, and/or Braulio Perez, and/or any of their employees, representatives and/or agents. RESPONSE: Responsive documents will be produced.

See item 23 in the

accompanying USB drive. 25) All documents related to the April 9, 2013, indicative term sheet executed by DHK Finance for the investment in BANTRAB of $20,000,000.00 of perpetual preferred stock. RESPONSE: Responsive documents will be produced. See items 23 and 28 in the accompanying USB drive. 26) All documents related to the May 14, 2012, written agreement titled “Acuerdo de Entendimiento” for the purchase of $20,000,000.00 in BANTRAB preferred stock by DHK Finance, including but not limited to draft of the agreement titled “Acuerdo de Entendimiento,” including communications evidencing the negotiation, execution, and/or performance of the agreement titled “Acuerdo de Entendimiento”. RESPONSE: None. 27) All documents related to the meeting on or about May 14, 2012 in Miami, Florida at Quantum’s office that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative, and/or agent, including but not limited to travel documents such as plane tickets, plane ticket purchase confirmations, passports, etc. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 8 of 16

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RESPONSE: None. 28) All documents evidencing any personal or economic benefit the G3 Directors received pursuant to the agreement titled the “Acuerdo de Entendimiento,” including but not limited to their receipt and/or contemplated receipt of an indirect equity participation in the entity that was contemplated to purchase the preferred shares pursuant to the Preferred Equity Project. RESPONSE: None. 29) All documents that were sent to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to “cc” emails, that related to the June 4, 2013, wire transfer of $20,000,000.00 from DHK Finance’s bank account in Miami to BANTRAB’s bank account in Miami. RESPONSE: None. 30) All documents related to the May 25, 2013, email from Jugo to Liu requesting that BANTRAB execute a written agreement memorializing BANTRAB’s agreement to pay Quantum the 5% fee in connection with the preferred equity transaction. RESPONSE: None. 31) All documents related to the September 8, 2011, email from Astrid de Castillo to Jugo forwarding the written contract executed by Garcia which email Liu was copied. RESPONSE: Responsive documents will be produced. See item 29 in the accompanying USB drive. 32) All documents related to invoices Quantum sent to the Defendants that related to the Debt Issuance Project and the Preferred Equity Project, including but not limited to communications related to the invoices. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 9 of 16

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RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 33) All documents evidencing payments made to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to the $39,000 payment made by BANTRAB on October 11, 2011, from its New York bank account at Wells Fargo to Quantum’s Florida bank account. RESPONSE: Responsive documents will be produced. See item 32 in the accompanying USB drive. 34) All documents related to Jugo and/or Quantum’s requests for payment, and payments to them, connected to the Debt Issuance Project and the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 35) All documents evidencing meetings in Miami, Florida, at which the following individuals were present: Jugo, Jorge Luis Solorsano, Evelin Afre, Benjamin Arriaza, Vinicio Rodriguez, and Juan Arita Espaiva. RESPONSE: None. 36) All documents related to the meeting on or about September 21, 2008, in Miami, Florida, that was attended by any of the folloing: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 37) All documents related to the meeting on or about November 11, 2008, in Miami, Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 10 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 12 of 65

Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 38) All documents related to the meeting on or about May 28, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 39) All documents related to the meeting on or about November 12 and 13, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 40) All documents related to the meeting on or about December 5, 2011, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 41) All documents related to the meeting on or about July 5, 2012, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadoresâ&#x20AC;&#x2122; Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 11 of 16

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42) All documents related to the meeting on or about November 16, 2013, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 43) All documents listed in Section II of Defendants’ [sic] Rule 26(A)(1)(A) Initial Disclosures served on October 8, 2014. 44) RESPONSE: Responsive documents will be produced. See items 16-20, and 37 in the accompanying USB drive.

Documents number 3 and 4 referenced in the Rule

26(A)(1)(A) Disclosures served on October 8, 2014 were mistakenly identified as being in Defendants possession. These documents are not in the possession of the Defendants and therefore cannot be produced. Additional responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669, “Document 26” bate stamped as BANTRAB 00010670-00023330, “Document 33” bate stamped as BANTRAB 00023386-00023428, “Document 34” bate stamped as BANTRAB 00023429-00023438, “Document 35” bate stamped as BANTRAB 00023439-00023448, and “Document 36” bate stamped as BANTRAB 00023449-00023458. 45) All documents related to and/or supporting the allegations in Defendants’ First Affirmative Defenses. RESPONSE: None at this time.

Defendants will supplement this response once

responsive documents are obtained. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 12 of 16

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46) All documents related to and/or supporting the allegations in Defendants’ Second Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect the actions taken by the individual defendants were performed in their capacity as directors of BANTRAB. 47) All documents related to and/or supporting the allegations in Defendants’ Third Affirmative Defenses. RESPONSE: Responsive documents will be produced. See item 32 in the accompanying USB drive. 48) All documents related to and/or supporting the allegations in Defendants’ Fifth Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 49) All documents related to and/or supporting the allegations in Defendants’ Sixth Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 13 of 16

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fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 50) All documents related to and/or supporting the allegations in Defendants’ Seventh Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any fashion with the initial introduction or negotiation related to Duetch Bank.

These

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 14 of 16

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Respectfully Submitted, DORTA & ORTEGA, PA _/s/ ____________________ /s/ Omar Ortega, Esq. Florida Bar No. 0095117 Nicole Ruesca, Esq. Florida Bar No. 0099127 3860 S.W. 8 Street, Suite PH Coral Gables, Florida 33134 Telephone: (305) 461-5454 Facsimile: (305) 461-5226 oortega@dortaandortega.com nruesca@dortaandortega.com hreyes@dortaandortega.com Counsel for Defendants

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadores’ Response to Plaintiff’s First Request for Production

Page 15 of 16

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CERTIFICATE OF SERVICE I HEREBY CERTIFY that on May 1, 2015, I electronically filed the foregoing documents with the Clerk of Court using CM/ECF. I also certify that the foregoing document is being served this day on all counsel of record or pro se parties identified on the attached service list in the manner specified, either via transmission of Notices of Electronic Filing generated by CM/ECF or in some other authorized manner for those counsel or parties who are not authorized to receive electronically Notices of Electronic Filing.

/s/ Omar Ortega__________________ OMAR ORTEGA Alex M. Gonzalez, Esq. Israel J. Encinosa, Esq. Michael D. Redondo, Esq. Holland & Knight, LLP 701 Brickell Avenue, Suite 3300 Miami, Florida 33131 alex.gonzalez@hklaw.com israel.encinosa@hklaw.com michael.redondo@hklaw.com michael.rothenberg@hklaw.com Counsel for Plaintiff

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Banco de los Trabajadoresâ&#x20AC;&#x2122; Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 16 of 16

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IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO. 1:14-CV-23193-UU QUANTUM CAPITAL, LLC., a Florida Limited Liability Company,

Plaintiff,

vs.

BANCO DE LOS TRABAJADORES, a Guatemalan entity, SERGIO HERNANDEZ, an individual, EDUARDO LIU, an individual, and RONALD GARCIA, an individual Defendants. ________________________________________/ DEFENDANT, EDUARDO LIU’S RESPONSE TO PLAINTIFF’S FIRST REQUEST FOR PRODUCTION Defendant, Eduardo Liu (“Liu”), pursuant to Rule 34 of the Federal Rules of Civil Procedure, hereby responds to Plaintiff, Quantum Capital LLC’s (“Plaintiff” or “Quantum”) First Request for Production of Documents to Plaintiff as follows: DOCUMENTS REQUESTED 1) Documents sufficient to evidence the powers of BANTRAB’s directors and officers, individually and as a group, to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB, including but not limited to organizational documents and amendments thereto, board resolutions, documents, explaining the duties, responsibilities, and/or powers of the directors and officers.

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 1 of 16

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RESPONSE: Responsive documents will be produced. See items 1-8 in the accompanying USB drive. 2) Documents sufficient to evidence the G3 Directors’ responsibility over and/or authority to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB. RESPONSE: Responsive documents will be produced. See items 1, 3 and 4 in the accompanying USB drive. 3) Documents sufficient to evidence BANTRAB’s corporate structure from 2007 through 2014, including but not limited to organizational charts and documents evidencing the identities of the members of BANTRAB’s board of directors. RESPONSE: Responsive documents will be produced. See items 9 and 10 in the accompanying USB drive. 4) All documents, including but not limited to meeting minutes, memoranda and/or emails that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, the First or Second Exotix Contracts, the Debt Issuance Project, and/or the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 11-15 in the accompanying USB drive. 5) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other of BANTRAB’s employees, representatives and/or agents at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 2 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 20 of 65

See items 16-20 in the

See items 21-23 in the

accompanying USB drive. 8) All communication between or among Hernandez, Liu, Garcia, and/or any of BANTRAB’s employees, representatives, and/or agent, on the one hand, and Deutshe Bank, Jugo, NCF, UCS, Activa, Exotix, Quantum, DHK Finance and/or any of their employees, representatives and/or agents, on the other hand, related to the negotiation, execution, performance, and/or termination of the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, and/or the First or Second Exotix Contract. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 3 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 21 of 65

There are no documents responsive to the

remaining request. 13) All documents exchanged between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank, and/or any Deutsche Bank employee, representative and/or agent, on the other hand, that Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 4 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 22 of 65

related to the Debt Issuance Project and which were also sent to Jugo, Quantum, and/or any Quantum employee, representative and/or agent, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum, and/or any Quantum employee, representative and/or agent. RESPONSE: None. 14) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Jugo, Quantum, and/or any Quantum employee, representative and/or agent, on the other hand, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum and/or any Quantum employee, representative and/or agent, that related to Debt Issuance Project and the/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See item 23 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. 15) All drafts and copies of the Preliminary Offering Memorandum dated October 25, 2013, including any final and/or executed version of the Preliminary Offering Memorandum. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669. 16) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the negotiation, execution, and/or Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 5 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 23 of 65

performance of the Preliminary Offering Memorandum, the Notes issued by the Cayman Trust referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, the Participation Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, and/or the Senior Unsecured Loan Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669 and “Document 26” bate stamped as BANTRAB 00010670-00023330. 17) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Transaction Diagram on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced. See items 25 and 26 in the accompanying USB drive. 18) Documents evidencing instructions given by BANTRAB, Hernandez, Liu, and/or Garcia, or anyone acting on their behalf, to Jugo, NCF, Activa, or Quantum, and/or any of their employees, representatives, and/or agents, related to the Debt Issuance Project and/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See items 23, 26 and 27 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 6 of 16

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19) All documents that reference the January 30, 2012, contract between Activa and Exotix referred to in paragraph 29 of the Complaint. RESPONSE: None. 20) All documents, including but not limited to meeting minutes, memoranda and/or emails, that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which DHK Finance, Hidalgo Socorro, and/or Braulio Perez, was discussed and/or present. RESPONSE: Responsive documents will be produced. See items 14 and 23 in the accompanying USB drive. 21) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other BANTRAB’s employees, representatives and/or agents, where DHK Finance, Hidalgo Socorro, and/or Braulio Perez were also present. RESPONSE: None. 22) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, referencing or discussing DHK Finance, Hidalgo Socorro, and/or Braulio Perez. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying USB drive. 23) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and DHK Finance, Hidalgo Socorro, and/or Braulio Perez, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Preferred Equity Project, Quantum, Judgo, and/or any of their employees, representatives and/or agents. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 7 of 16

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See item 23 in the

accompanying USB drive. 25) All documents related to the April 9, 2013, indicative term sheet executed by DHK Finance for the investment in BANTRAB of $20,000,000.00 of perpetual preferred stock. RESPONSE: Responsive documents will be produced. See items 23 and 28 in the accompanying USB drive. 26) All documents related to the May 14, 2012, written agreement titled “Acuerdo de Entendimiento” for the purchase of $20,000,000.00 in BANTRAB preferred stock by DHK Finance, including but not limited to draft of the agreement titled “Acuerdo de Entendimiento,” including communications evidencing the negotiation, execution, and/or performance of the agreement titled “Acuerdo de Entendimiento”. RESPONSE: None. 27) All documents related to the meeting on or about May 14, 2012 in Miami, Florida at Quantum’s office that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative, and/or agent, including but not limited to travel documents such as plane tickets, plane ticket purchase confirmations, passports, etc. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 8 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 26 of 65

RESPONSE: None. 28) All documents evidencing any personal or economic benefit the G3 Directors received pursuant to the agreement titled the “Acuerdo de Entendimiento,” including but not limited to their receipt and/or contemplated receipt of an indirect equity participation in the entity that was contemplated to purchase the preferred shares pursuant to the Preferred Equity Project. RESPONSE: None. 29) All documents that were sent to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to “cc” emails, that related to the June 4, 2013, wire transfer of $20,000,000.00 from DHK Finance’s bank account in Miami to BANTRAB’s bank account in Miami. RESPONSE: None. 30) All documents related to the May 25, 2013, email from Jugo to Liu requesting that BANTRAB execute a written agreement memorializing BANTRAB’s agreement to pay Quantum the 5% fee in connection with the preferred equity transaction. RESPONSE: None. 31) All documents related to the September 8, 2011, email from Astrid de Castillo to Jugo forwarding the written contract executed by Garcia which email Liu was copied. RESPONSE: Responsive documents will be produced. See item 29 in the accompanying USB drive. 32) All documents related to invoices Quantum sent to the Defendants that related to the Debt Issuance Project and the Preferred Equity Project, including but not limited to communications related to the invoices. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 9 of 16

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RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 33) All documents evidencing payments made to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to the $39,000 payment made by BANTRAB on October 11, 2011, from its New York bank account at Wells Fargo to Quantum’s Florida bank account. RESPONSE: Responsive documents will be produced. See item 32 in the accompanying USB drive. 34) All documents related to Jugo and/or Quantum’s requests for payment, and payments to them, connected to the Debt Issuance Project and the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 35) All documents evidencing meetings in Miami, Florida, at which the following individuals were present: Jugo, Jorge Luis Solorsano, Evelin Afre, Benjamin Arriaza, Vinicio Rodriguez, and Juan Arita Espaiva. RESPONSE: None. 36) All documents related to the meeting on or about September 21, 2008, in Miami, Florida, that was attended by any of the folloing: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 37) All documents related to the meeting on or about November 11, 2008, in Miami, Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 10 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 28 of 65

Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 38) All documents related to the meeting on or about May 28, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 39) All documents related to the meeting on or about November 12 and 13, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 40) All documents related to the meeting on or about December 5, 2011, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 41) All documents related to the meeting on or about July 5, 2012, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liuâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 11 of 16

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Documents number 3 and 4 referenced in the Rule

Defendants will supplement this response once

responsive documents are obtained. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 12 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 30 of 65

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 49) All documents related to and/or supporting the allegations in Defendants’ Sixth Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 13 of 16

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fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 50) All documents related to and/or supporting the allegations in Defendants’ Seventh Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. Respectfully Submitted, DORTA & ORTEGA, PA _/s/ ____________________ /s/ Omar Ortega, Esq. Florida Bar No. 0095117 Nicole Ruesca, Esq. Florida Bar No. 0099127 3860 S.W. 8 Street, Suite PH Coral Gables, Florida 33134 Telephone: (305) 461-5454 Facsimile: (305) 461-5226 Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liu’s Response to Plaintiff’s First Request for Production

Page 14 of 16

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oortega@dortaandortega.com nruesca@dortaandortega.com hreyes@dortaandortega.com Counsel for Defendants

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liuâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 15 of 16

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Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Eduardo Liuâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 16 of 16

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IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO. 1:14-CV-23193-UU QUANTUM CAPITAL, LLC., a Florida Limited Liability Company,

Plaintiff,

vs.

BANCO DE LOS TRABAJADORES, a Guatemalan entity, SERGIO HERNANDEZ, an individual, EDUARDO LIU, an individual, and RONALD GARCIA, an individual Defendants. ________________________________________/ DEFENDANT, RONALD GARCIA’S RESPONSE TO PLAINTIFF’S FIRST REQUEST FOR PRODUCTION Defendant, Ronald Garcia (“Garcia”), pursuant to Rule 34 of the Federal Rules of Civil Procedure, hereby responds to Plaintiff, Quantum Capital LLC’s (“Plaintiff” or “Quantum”) First Request for Production of Documents to Plaintiff as follows: DOCUMENTS REQUESTED 1) Documents sufficient to evidence the powers of BANTRAB’s directors and officers, individually and as a group, to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB, including but not limited to organizational documents and amendments thereto, board resolutions, documents, explaining the duties, responsibilities, and/or powers of the directors and officers.

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 1 of 16

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RESPONSE: Responsive documents will be produced. See items 1-8 in the accompanying USB drive. 2) Documents sufficient to evidence the G3 Directors’ responsibility over and/or authority to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB. RESPONSE: Responsive documents will be produced. See items 1, 3 and 4 in the accompanying USB drive. 3) Documents sufficient to evidence BANTRAB’s corporate structure from 2007 through 2014, including but not limited to organizational charts and documents evidencing the identities of the members of BANTRAB’s board of directors. RESPONSE: Responsive documents will be produced. See items 9 and 10 in the accompanying USB drive. 4) All documents, including but not limited to meeting minutes, memoranda and/or emails that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, the First or Second Exotix Contracts, the Debt Issuance Project, and/or the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 11-15 in the accompanying USB drive. 5) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other of BANTRAB’s employees, representatives and/or agents at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 2 of 16

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See items 16-20 in the

See items 21-23 in the

accompanying USB drive. 8) All communication between or among Hernandez, Liu, Garcia, and/or any of BANTRAB’s employees, representatives, and/or agent, on the one hand, and Deutshe Bank, Jugo, NCF, UCS, Activa, Exotix, Quantum, DHK Finance and/or any of their employees, representatives and/or agents, on the other hand, related to the negotiation, execution, performance, and/or termination of the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, and/or the First or Second Exotix Contract. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 3 of 16

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There are no documents responsive to the

remaining request. 13) All documents exchanged between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank, and/or any Deutsche Bank employee, representative and/or agent, on the other hand, that Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 4 of 16

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related to the Debt Issuance Project and which were also sent to Jugo, Quantum, and/or any Quantum employee, representative and/or agent, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum, and/or any Quantum employee, representative and/or agent. RESPONSE: None. 14) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Jugo, Quantum, and/or any Quantum employee, representative and/or agent, on the other hand, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum and/or any Quantum employee, representative and/or agent, that related to Debt Issuance Project and the/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See item 23 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. 15) All drafts and copies of the Preliminary Offering Memorandum dated October 25, 2013, including any final and/or executed version of the Preliminary Offering Memorandum. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669. 16) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the negotiation, execution, and/or Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 5 of 16

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performance of the Preliminary Offering Memorandum, the Notes issued by the Cayman Trust referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, the Participation Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, and/or the Senior Unsecured Loan Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669 and “Document 26” bate stamped as BANTRAB 00010670-00023330. 17) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Transaction Diagram on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced. See items 25 and 26 in the accompanying USB drive. 18) Documents evidencing instructions given by BANTRAB, Hernandez, Liu, and/or Garcia, or anyone acting on their behalf, to Jugo, NCF, Activa, or Quantum, and/or any of their employees, representatives, and/or agents, related to the Debt Issuance Project and/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See items 23, 26 and 27 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 6 of 16

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19) All documents that reference the January 30, 2012, contract between Activa and Exotix referred to in paragraph 29 of the Complaint. RESPONSE: None. 20) All documents, including but not limited to meeting minutes, memoranda and/or emails, that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which DHK Finance, Hidalgo Socorro, and/or Braulio Perez, was discussed and/or present. RESPONSE: Responsive documents will be produced. See items 14 and 23 in the accompanying USB drive. 21) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other BANTRAB’s employees, representatives and/or agents, where DHK Finance, Hidalgo Socorro, and/or Braulio Perez were also present. RESPONSE: None. 22) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, referencing or discussing DHK Finance, Hidalgo Socorro, and/or Braulio Perez. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying USB drive. 23) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and DHK Finance, Hidalgo Socorro, and/or Braulio Perez, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Preferred Equity Project, Quantum, Judgo, and/or any of their employees, representatives and/or agents. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 7 of 16

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See item 23 in the

accompanying USB drive. 25) All documents related to the April 9, 2013, indicative term sheet executed by DHK Finance for the investment in BANTRAB of $20,000,000.00 of perpetual preferred stock. RESPONSE: Responsive documents will be produced. See items 23 and 28 in the accompanying USB drive. 26) All documents related to the May 14, 2012, written agreement titled “Acuerdo de Entendimiento” for the purchase of $20,000,000.00 in BANTRAB preferred stock by DHK Finance, including but not limited to draft of the agreement titled “Acuerdo de Entendimiento,” including communications evidencing the negotiation, execution, and/or performance of the agreement titled “Acuerdo de Entendimiento”. RESPONSE: None. 27) All documents related to the meeting on or about May 14, 2012 in Miami, Florida at Quantum’s office that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative, and/or agent, including but not limited to travel documents such as plane tickets, plane ticket purchase confirmations, passports, etc. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 8 of 16

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RESPONSE: None. 28) All documents evidencing any personal or economic benefit the G3 Directors received pursuant to the agreement titled the “Acuerdo de Entendimiento,” including but not limited to their receipt and/or contemplated receipt of an indirect equity participation in the entity that was contemplated to purchase the preferred shares pursuant to the Preferred Equity Project. RESPONSE: None. 29) All documents that were sent to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to “cc” emails, that related to the June 4, 2013, wire transfer of $20,000,000.00 from DHK Finance’s bank account in Miami to BANTRAB’s bank account in Miami. RESPONSE: None. 30) All documents related to the May 25, 2013, email from Jugo to Liu requesting that BANTRAB execute a written agreement memorializing BANTRAB’s agreement to pay Quantum the 5% fee in connection with the preferred equity transaction. RESPONSE: None. 31) All documents related to the September 8, 2011, email from Astrid de Castillo to Jugo forwarding the written contract executed by Garcia which email Liu was copied. RESPONSE: Responsive documents will be produced. See item 29 in the accompanying USB drive. 32) All documents related to invoices Quantum sent to the Defendants that related to the Debt Issuance Project and the Preferred Equity Project, including but not limited to communications related to the invoices. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 9 of 16

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RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 33) All documents evidencing payments made to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to the $39,000 payment made by BANTRAB on October 11, 2011, from its New York bank account at Wells Fargo to Quantum’s Florida bank account. RESPONSE: Responsive documents will be produced. See item 32 in the accompanying USB drive. 34) All documents related to Jugo and/or Quantum’s requests for payment, and payments to them, connected to the Debt Issuance Project and the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 35) All documents evidencing meetings in Miami, Florida, at which the following individuals were present: Jugo, Jorge Luis Solorsano, Evelin Afre, Benjamin Arriaza, Vinicio Rodriguez, and Juan Arita Espaiva. RESPONSE: None. 36) All documents related to the meeting on or about September 21, 2008, in Miami, Florida, that was attended by any of the folloing: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 37) All documents related to the meeting on or about November 11, 2008, in Miami, Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 10 of 16

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Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 38) All documents related to the meeting on or about May 28, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 39) All documents related to the meeting on or about November 12 and 13, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 40) All documents related to the meeting on or about December 5, 2011, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 41) All documents related to the meeting on or about July 5, 2012, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garciaâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 11 of 16

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Documents number 3 and 4 referenced in the Rule

Defendants will supplement this response once

responsive documents are obtained. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 12 of 16

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These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 49) All documents related to and/or supporting the allegations in Defendants’ Sixth Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 13 of 16

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fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 50) All documents related to and/or supporting the allegations in Defendants’ Seventh Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. Respectfully Submitted, DORTA & ORTEGA, PA _/s/ ____________________ /s/ Omar Ortega, Esq. Florida Bar No. 0095117 Nicole Ruesca, Esq. Florida Bar No. 0099127 3860 S.W. 8 Street, Suite PH Coral Gables, Florida 33134 Telephone: (305) 461-5454 Facsimile: (305) 461-5226 Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garcia’s Response to Plaintiff’s First Request for Production

Page 14 of 16

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oortega@dortaandortega.com nruesca@dortaandortega.com hreyes@dortaandortega.com Counsel for Defendants

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garciaâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 15 of 16

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Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Ronald Garciaâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 16 of 16

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IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO. 1:14-CV-23193-UU QUANTUM CAPITAL, LLC., a Florida Limited Liability Company,

Plaintiff,

vs.

BANCO DE LOS TRABAJADORES, a Guatemalan entity, SERGIO HERNANDEZ, an individual, EDUARDO LIU, an individual, and RONALD GARCIA, an individual Defendants. ________________________________________/ DEFENDANT, SERGIO HERNANDEZ’S RESPONSE TO PLAINTIFF’S FIRST REQUEST FOR PRODUCTION Defendant, Sergio Hernandez (“Hernandez”), pursuant to Rule 34 of the Federal Rules of Civil Procedure, hereby responds to Plaintiff, Quantum Capital LLC’s (“Plaintiff” or “Quantum”) First Request for Production of Documents to Plaintiff as follows: DOCUMENTS REQUESTED 1) Documents sufficient to evidence the powers of BANTRAB’s directors and officers, individually and as a group, to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB, including but not limited to organizational documents and amendments thereto, board resolutions, documents, explaining the duties, responsibilities, and/or powers of the directors and officers.

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 1 of 16

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RESPONSE: Responsive documents will be produced. See items 1-8 in the accompanying USB drive. 2) Documents sufficient to evidence the G3 Directors’ responsibility over and/or authority to act on behalf of BANTRAB, including with respect to its business operations and ability to bind BANTRAB. RESPONSE: Responsive documents will be produced. See items 1, 3 and 4 in the accompanying USB drive. 3) Documents sufficient to evidence BANTRAB’s corporate structure from 2007 through 2014, including but not limited to organizational charts and documents evidencing the identities of the members of BANTRAB’s board of directors. RESPONSE: Responsive documents will be produced. See items 9 and 10 in the accompanying USB drive. 4) All documents, including but not limited to meeting minutes, memoranda and/or emails that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, the First or Second Exotix Contracts, the Debt Issuance Project, and/or the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 11-15 in the accompanying USB drive. 5) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other of BANTRAB’s employees, representatives and/or agents at which any of the following subjects were at issue and/or contemplated to be discussed: the NCF Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 2 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 52 of 65

See items 16-20 in the

See items 21-23 in the

accompanying USB drive. 8) All communication between or among Hernandez, Liu, Garcia, and/or any of BANTRAB’s employees, representatives, and/or agent, on the one hand, and Deutshe Bank, Jugo, NCF, UCS, Activa, Exotix, Quantum, DHK Finance and/or any of their employees, representatives and/or agents, on the other hand, related to the negotiation, execution, performance, and/or termination of the NCF Contract, the UCS Contract, the Second NCF Contract, the Activa Contract, the Quantum Contract, and/or the First or Second Exotix Contract. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 3 of 16

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There are no documents responsive to the

remaining request. 13) All documents exchanged between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank, and/or any Deutsche Bank employee, representative and/or agent, on the other hand, that Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 4 of 16

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related to the Debt Issuance Project and which were also sent to Jugo, Quantum, and/or any Quantum employee, representative and/or agent, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum, and/or any Quantum employee, representative and/or agent. RESPONSE: None. 14) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Jugo, Quantum, and/or any Quantum employee, representative and/or agent, on the other hand, including but not limited to emails forwarded or “cc’d” to Jugo, Quantum and/or any Quantum employee, representative and/or agent, that related to Debt Issuance Project and the/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See item 23 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. 15) All drafts and copies of the Preliminary Offering Memorandum dated October 25, 2013, including any final and/or executed version of the Preliminary Offering Memorandum. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669. 16) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the negotiation, execution, and/or Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 5 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 55 of 65

performance of the Preliminary Offering Memorandum, the Notes issued by the Cayman Trust referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, the Participation Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013, and/or the Senior Unsecured Loan Agreement referred to on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced upon the parties’ agreement to the entry of a Confidentiality Order. Defendants formally designate the following documents as confidential: “Document 25” bate stamped as BANTRAB 00000402-00010669 and “Document 26” bate stamped as BANTRAB 00010670-00023330. 17) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and Deutsche Bank and/or Deutsche Bank AG, London Branch, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Transaction Diagram on page 11 of the Preliminary Offering Memorandum dated October 25, 2013. RESPONSE: Responsive documents will be produced. See items 25 and 26 in the accompanying USB drive. 18) Documents evidencing instructions given by BANTRAB, Hernandez, Liu, and/or Garcia, or anyone acting on their behalf, to Jugo, NCF, Activa, or Quantum, and/or any of their employees, representatives, and/or agents, related to the Debt Issuance Project and/or the Preferred Equity Project. RESPONSE: Responsive documents pertaining to the Preferred Equity Project will be produced. See items 23, 26 and 27 in the accompanying USB drive. There are no responsive documents pertaining to the Debt Issuance Project. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 6 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 56 of 65

19) All documents that reference the January 30, 2012, contract between Activa and Exotix referred to in paragraph 29 of the Complaint. RESPONSE: None. 20) All documents, including but not limited to meeting minutes, memoranda and/or emails, that evidence meetings of BANTRAB’s board of directors, in whole or in part, at which DHK Finance, Hidalgo Socorro, and/or Braulio Perez, was discussed and/or present. RESPONSE: Responsive documents will be produced. See items 14 and 23 in the accompanying USB drive. 21) All documents that evidence meetings attended by BANTRAB, Hernandez, Liu, Garcia, and/or any other BANTRAB’s employees, representatives and/or agents, where DHK Finance, Hidalgo Socorro, and/or Braulio Perez were also present. RESPONSE: None. 22) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, referencing or discussing DHK Finance, Hidalgo Socorro, and/or Braulio Perez. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying USB drive. 23) All communications between or among Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative and/or agent, on the one hand, and DHK Finance, Hidalgo Socorro, and/or Braulio Perez, and/or any of their employees, representatives, and/or agents, on the other hand, related to the Preferred Equity Project, Quantum, Judgo, and/or any of their employees, representatives and/or agents. RESPONSE: Responsive documents will be produced. See item 23 in the accompanying Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 7 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 57 of 65

See item 23 in the

accompanying USB drive. 25) All documents related to the April 9, 2013, indicative term sheet executed by DHK Finance for the investment in BANTRAB of $20,000,000.00 of perpetual preferred stock. RESPONSE: Responsive documents will be produced. See items 23 and 28 in the accompanying USB drive. 26) All documents related to the May 14, 2012, written agreement titled “Acuerdo de Entendimiento” for the purchase of $20,000,000.00 in BANTRAB preferred stock by DHK Finance, including but not limited to draft of the agreement titled “Acuerdo de Entendimiento,” including communications evidencing the negotiation, execution, and/or performance of the agreement titled “Acuerdo de Entendimiento”. RESPONSE: None. 27) All documents related to the meeting on or about May 14, 2012 in Miami, Florida at Quantum’s office that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, and/or any BANTRAB employee, representative, and/or agent, including but not limited to travel documents such as plane tickets, plane ticket purchase confirmations, passports, etc. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 8 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 58 of 65

RESPONSE: None. 28) All documents evidencing any personal or economic benefit the G3 Directors received pursuant to the agreement titled the “Acuerdo de Entendimiento,” including but not limited to their receipt and/or contemplated receipt of an indirect equity participation in the entity that was contemplated to purchase the preferred shares pursuant to the Preferred Equity Project. RESPONSE: None. 29) All documents that were sent to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to “cc” emails, that related to the June 4, 2013, wire transfer of $20,000,000.00 from DHK Finance’s bank account in Miami to BANTRAB’s bank account in Miami. RESPONSE: None. 30) All documents related to the May 25, 2013, email from Jugo to Liu requesting that BANTRAB execute a written agreement memorializing BANTRAB’s agreement to pay Quantum the 5% fee in connection with the preferred equity transaction. RESPONSE: None. 31) All documents related to the September 8, 2011, email from Astrid de Castillo to Jugo forwarding the written contract executed by Garcia which email Liu was copied. RESPONSE: Responsive documents will be produced. See item 29 in the accompanying USB drive. 32) All documents related to invoices Quantum sent to the Defendants that related to the Debt Issuance Project and the Preferred Equity Project, including but not limited to communications related to the invoices. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 9 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 59 of 65

RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 33) All documents evidencing payments made to Jugo, Quantum, or any Quantum employee, representative and/or agent, including but not limited to the $39,000 payment made by BANTRAB on October 11, 2011, from its New York bank account at Wells Fargo to Quantum’s Florida bank account. RESPONSE: Responsive documents will be produced. See item 32 in the accompanying USB drive. 34) All documents related to Jugo and/or Quantum’s requests for payment, and payments to them, connected to the Debt Issuance Project and the Preferred Equity Project. RESPONSE: Responsive documents will be produced. See items 30 and 31 in the accompanying USB drive. 35) All documents evidencing meetings in Miami, Florida, at which the following individuals were present: Jugo, Jorge Luis Solorsano, Evelin Afre, Benjamin Arriaza, Vinicio Rodriguez, and Juan Arita Espaiva. RESPONSE: None. 36) All documents related to the meeting on or about September 21, 2008, in Miami, Florida, that was attended by any of the folloing: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 37) All documents related to the meeting on or about November 11, 2008, in Miami, Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 10 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 60 of 65

Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 38) All documents related to the meeting on or about May 28, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 39) All documents related to the meeting on or about November 12 and 13, 2009, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 40) All documents related to the meeting on or about December 5, 2011, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. 41) All documents related to the meeting on or about July 5, 2012, in Miami Florida that was attended by any of the following: DHK Finance, Hidalgo Socorro, Braulio Perez, Quantum, Jugo, Hernandez, Liu, Garcia, Benjamin Arriaza, and/or any BANTRAB employee, representative and/or agent. RESPONSE: None. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandezâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 11 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 61 of 65

Documents number 3 and 4 referenced in the Rule

Defendants will supplement this response once

responsive documents are obtained. Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 12 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 62 of 65

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 49) All documents related to and/or supporting the allegations in Defendants’ Sixth Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 13 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 63 of 65

fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. 50) All documents related to and/or supporting the allegations in Defendants’ Seventh Affirmative Defenses. RESPONSE: Responsive documents will be produced. See all items categorized in the foregoing request which reflect that Quantum Capital, LLC was not involved in any fashion with the initial introduction or negotiation related to Duetch Bank.

These

documents also reflect that any involvement by Jugo was not as a result of his employment with Quantum. Further, see also all documents previously identified which reflect that Quantum Capital, LLC was not involved, whatsoever, Duetch Bank and its financing. These items include, but are not limited to items 25-26 in the accompanying USB drive. Respectfully Submitted, DORTA & ORTEGA, PA _/s/ ____________________ /s/ Omar Ortega, Esq. Florida Bar No. 0095117 Nicole Ruesca, Esq. Florida Bar No. 0099127 3860 S.W. 8 Street, Suite PH Coral Gables, Florida 33134 Telephone: (305) 461-5454 Facsimile: (305) 461-5226 Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 14 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 64 of 65

oortega@dortaandortega.com nruesca@dortaandortega.com hreyes@dortaandortega.com Counsel for Defendants

/s/ Omar Ortega__________________ OMAR ORTEGA Alex M. Gonzalez, Esq. Israel J. Encinosa, Esq. Michael D. Redondo, Esq. Holland & Knight, LLP 701 Brickell Avenue, Suite 3300 Miami, Florida 33131 alex.gonzalez@hklaw.com israel.encinosa@hklaw.com Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandezâ&#x20AC;&#x2122;s Response to Plaintiffâ&#x20AC;&#x2122;s First Request for Production

Page 15 of 16

Case 1:14-cv-23193-UU Document 138-2 Entered on FLSD Docket 09/29/2015 Page 65 of 65

michael.redondo@hklaw.com michael.rothenberg@hklaw.com Counsel for Plaintiff

Quantum Capital, LLC v. Banco de los Trabajadores, et al.; Case No. 1:14-CV-23193-UU Defendant, Sergio Hernandez’s Response to Plaintiff’s First Request for Production

Page 16 of 16

Case 1:14-cv-23193-UU Document 138-3 Entered on FLSD Docket 09/29/2015 Page 1 of 5

Exhibit C

Case 1:14-cv-23193-UU Document 138-3 Entered on FLSD Docket 09/29/2015 Page 2 of 5

Monday, June 22, 2015 Via Email correspondence Israel.Encinosa@hklaw.com alex.gonzalez@hklaw.com michael.rothenberg@hklaw.com anabel.avalos@hklaw.com Alex M. Gonzalez, Esq. Israel Encionosa, Esq. Michael Rothenberg, Esq. HOLLAND & KNIGHT 701 Brickell Avenue, Suite 3000 Miami, FL 33131 RE:

Quantum Capital, LLC. v. Banco de los Trabajadoes Case No. 1:14-cv-23 File No. 800.484

Dear Counsels: In accordance with the Magistrate’s Order on Plaintiff’s Motion to Compel, Defendants hereby furnish Plaintiff with the following information: 1)

List of Custodians:

Defendants searched the computers of Sergio Hernandez, Vinicio Rodriguez, Carlos Enrique Reynoso Poitevin, and Ronald Garcia. The computer of Astrid de Castillo was searched to retrieve the email correspondence dated September 2011. A search of Ronald Garcia’s computer by BANTRAB’s IT auditors revealed that the information retrieved was the same as the information retrieved from the computer of Sergio Hernandez. It was impossible to search the computer of Eduardo Liu due to the fact that Mr. Liu’s computer crashed on or about August 2014 and all information stored on Mr. Liu’s computer, including email correspondences was lost. Mr. Hernandez is an appropriate custodian for responsive information pertaining to BANTRAB as he is the President of BANTRAB’s Board of Directors. Additionally, Mr. Rodriguez and Mr. Poitevin, BANTRAB’s in house counsel and local Guatemalan litigation counsel are also appropriate custodians as they participated in the negotiations pertaining to Deutche Bank and DHK Finance at issue in this litigation. 3860 SW 8 STREET, PH, Coral Gables, Florida 33134 Telephone • 305-461-5454 • Facsimile • 305-461-5226 WWW.DORTAANDORTEGA.COM

Case 1:14-cv-23193-UU Document 138-3 Entered on FLSD Docket 09/29/2015 Page 3 of 5

2)                                            

List of Search Terms and Connectors:

Sergio Hernandez Eduardo Liu Ronald García Oswaldo Jugo Samuel Moncada Sergio Aníbal Hernández Lemus Eduardo José Liu Yon Ronald Giovanni García Navarijo Vinicio Alejandro Rodríguez Barrientos Benjamín Arriaza Jorge Luis Solórzano Guevara José Antonio Roca Canet Banco de los Trabajadores Bantrab Carlos Enrique Reynoso Gil Carlos Enrique Reynoso Poitevin Reynoso, Reynoso & Asociados Carlos Finger Hazel Kent Gabriel Roitman Antonio Navarro Eugenio Alarcón Deutsche Bank, AG Deutsche Bank London Branch, AG Deutsche Bank Hidalgo Socorro Braulio Pérez DHK Finance Inc DHK Marcelo Mottesi Matthew Squires Pablo Echeverri Juan Turner Milbank, Tweed, Hadley & McCloy LLP Milbank Flavio Averbug Brian Bishop María Mercado Shearman & Sterling LLP Shearman Alvaro Castellanos Rafael Alvarado-Riedel Ana Luisa de Gordillo Consortium–Rodriguez, Archila, Castellanos, Solares & Aguilar, S. C. 3860 SW 8 STREET, PH, Coral Gables, Florida 33134 Telephone • 305-461-5454 • Facsimile • 305-461-5226 WWW.DORTAANDORTEGA.COM

Case 1:14-cv-23193-UU Document 138-3 Entered on FLSD Docket 09/29/2015 Page 4 of 5

                    

Consortium Banco de los Trabajadores Bantrab Quantum Capital, LLC Quantum Capital Quantum 25 de julio de 2011 1.5 % Contrato verbal 5% New Continent Finance NCF Activa Capital Group Activa Capital Activa United Capital Services UCS Exotix Limited Exotix Banco Centroamericano de Integración Económica BCIE

BANTRAB’s IT personnel conducted an exhaustive search of each of the above listed terms. As to each custodian’s computer an individual search was run for each listed term. The terms that were searched jointly are specifically listed above, i.e. “Sergio + Hernandez”, “United + Capital + Services”, etc. These searches produced a large volume of documentation as reflected in the archives of documents produced to Plaintiff. 3) Search of Defendants’ Personal Email Accounts: Defendants searched the personal email accounts of Sergio Hernandez (sergioa_hernandez@bantrab.net.gt; slegal6@hotmail.com) and Ronald Garcia (GARCIAR@bantrab.net.gt; ronaldgarcia100@msn.com). It was impossible to search the email accounts of Eduardo Liu (eduardo@tricorp.us, eduardo_liu@bantrab.net.gt) because these accounts were maintained on the physical computer of Mr. Liu that was lost in the computer crash mentioned above. For the personal email accounts that were searched, Defendants utilized the list of search terms above to locate responsive information in each individual account. BANTRAB’s IT personnel used the account’s search engine to run a search for each listed term. The terms that were searched jointly are specifically listed above, i.e. “Sergio + Hernandez”, “United + Capital + Services”, etc. Additionally, BANTRAB’s IT personnel reviewed each folder archived in the accounts for responsive information.

3860 SW 8 STREET, PH, Coral Gables, Florida 33134 Telephone • 305-461-5454 • Facsimile • 305-461-5226 WWW.DORTAANDORTEGA.COM

Case 1:14-cv-23193-UU Document 138-3 Entered on FLSD Docket 09/29/2015 Page 5 of 5

As always, please feel free to contact me should you wish to discuss these matters further. Respectfully,

Omar Ortega OO/nr

3860 SW 8 STREET, PH, Coral Gables, Florida 33134 Telephone • 305-461-5454 • Facsimile • 305-461-5226 WWW.DORTAANDORTEGA.COM

Case 1:14-cv-23193-UU Document 138-4 Entered on FLSD Docket 09/29/2015 Page 1 of 3

Exhibit D

Case 1:14-cv-23193-UU Document 138-4 Entered on FLSD Docket 09/29/2015 Page 2 of 3

From: Sent: To: Cc: Subject:

Omar Ortega <OOrtega@dortaandortega.com> Friday, August 14, 2015 4:43 PM Lindsay, Alvin F. Rothenberg, Michael E (MIA - X27401); Gonzalez, Alex M (MIA - X27666); Encinosa, Israel J (MIA - X27602); N Ruesca Quantum Capital, LLC. v. Banco de los Trabajadoes, Case No. 1:14-cv-23: Computers

Dear Mr. Lindsay, Good afternoon. Pursuant to your instructions we have the following information to report concerning the computers of Mr. Eduardo Luis and Mr. Jorge Luis Solórzano. Mr. Liu’s computer has been located and will be made available to our vendor as part of the compliance with the ESI search to be conducted consistent with our meeting this week. We will be advised what if anything was recovered from the broken laptop. With regard to Mr. Solórzano’s computer, also a laptop, upon Mr. Solórzano’s departure from the bank the laptop was assigned to an employee named Marco Cacao. The bank has a backup of the computer. I believe this answers the pending questions. Please advise if you need any additional information. Respectfully,

Omar Ortega, Esq.

DORTA & ORTEGA, P.A. 1

Case 1:14-cv-23193-UU Document 138-4 Entered on FLSD Docket 09/29/2015 Page 3 of 3 3860 S.W. 8th Street, PH Coral Gables, Florida 33134 (305)461-5454 Office (305)461-5226 Facsimile

Confidentiality Notice This email, and any files transmitted with it, are confidential and intended solely for the use of the individual or entity to whom they are addressed. This communication may contain information that is privileged attorney-client communication, attorney work product, or otherwise exempt from disclosure under applicable law. If you are not the intended recipient, be advised that you have received this email in error, and that any use, dissemination, distribution, printing or copying of this email, and any files transmitted with it, is strictly prohibited. If you receive this email in error, please immediately delete or destroy all copies or versions you have of this message and notify the sender by return email, or by telephone at (305)4615454 so that we may take steps to prevent any further inadvertent disclosures. Receipt by anyone other than the intended recipient is not a waiver of any attorney client work product, or other applicable privilege. Thank you.

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 1 of 9

Exhibit E

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 2 of 9

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 3 of 9

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 4 of 9

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 5 of 9

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 6 of 9

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 7 of 9

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 8 of 9

Case 1:14-cv-23193-UU Document 138-5 Entered on FLSD Docket 09/29/2015 Page 9 of 9

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 1 of 25

Exhibit F

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 2 of 25

Page 1 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO. 1:14-CV-23193-UU QUANTUM CAPITAL, LLC, a Florida Limited Liability Company, Plaintiff, vs. BANCO DE LOS TRABAJADORES, a Guatemalan entity, SERGIO HERNANDEZ, an individual, EDUARDO LIU, an individual, AND RONALD GARCIA, an individual, Defendants. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _/ Intercontinental Guatemala 14 Calle 2-5 Zona 10 Guatemala Thursday, July 9, 2015 9:09 a.m. to 5:34 p.m.

VIDEOTAPE DEPOSITION OF RONALD GARCIA

Taken on behalf of the Plaintiff before Carol Hill Williams, FPR, RMR, CRR, CMRS, CPE, CRI, a Notary Public in and for the State of Florida at Large, pursuant to Plaintiff's Notice of Taking Deposition in the above cause.

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 3 of 25

Page 2 1

APPEARANCES:

On behalf of Plaintiff: ISRAEL J. ENCINOSA, ESQ. Holland & Knight LLP 701 Brickell Avenue Suite 3300 Miami, Florida 33131 israel.encinosa@hklaw.com

3 4 5 6 7 8

On behalf of Defendants: OMAR ORTEGA, ESQ. Dorta & Ortega, P.A. 3680 SW 8 Street, PH Coral Gables, Florida 33134 oortega@dortaanddortega.com

9 10

Also Present:

Vinicio Rodriguez

Carlos Reynoso Gil

Carlos Reynoso Poetevin

Sergio Alvarez, Translator

Jason Stapleton, Videographer

15 16 17 18 19 20 21 22 23 24 25

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 4 of 25

Page 3 1

INDEX

WITNESS

Ronald Garcia

4 5

PAGE

Direct Examination by Israel Encinosa Certificate of Oath of Interpreter Certificate of Oath of Witness Letter to Witness for Reading

7 176 179 181

6 7

EXHIBITS

NUMBER

DESCRIPTION

PAGE

Exhibit 1

Notice of Deposition

Exhibit 2

3/1/07 Bantrab Document

Exhibit 3

3/8/07 Letter

Exhibit 4

E-mail

Exhibit 5

Contract - Bantrab/New Continent Finance

Exhibit 6

Document

Exhibit 7

Contract - Activa Capital

Exhibit 8

E-mail

Exhibit 9

11/21/08 E-mail

Exhibit 10

11/22/08 E-mail

Exhibit 11

E-mail

Exhibit 12

9/9/11 E-mail

Exhibit 13

E-mail with Invoice

Exhibit 14

9/20/11 E-mail

Exhibit 15

Contract Produced by Bantrab

Exhibit 16

10/31/11 E-mail

14 15 16 17 18 19 20 21 22 23 24 25

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 5 of 25

Page 24 1

Yes.

The -- is it correct to say that you

sometimes refer to yourself, Mr. Hernandez and

Mr. Liu as the G3?

No.

Are you aware of anyone referring to

7 8

yourself, Mr. Liu and Mr. Hernandez as G3? A.

9 10 11 12

No. (3/1/07 Bantrab Document was marked as

Exhibit 2 for identification.) Q.

Mr. Garcia, I'm handing you a document

marked as Plaintiff's Exhibit Number 2.

Have you seen this document before?

Yes.

Is it correct to say this is an

official Bantrab document?

Yes.

It's a document dated March 1, 2007;

is that correct?

Yes.

And it refers, does it not, to a

directive to contract with a company named New

Continent Finance?

Yes.

Okay.

Specifically it regards

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 6 of 25

Page 88 1

2013 was an operation that was totally different

to the one that was -- we were unable to

complete in 2008.

But before 2013, including for example

in 2010 and 2011, Deutsche Bank again was

talking to Bantrab about the bond transaction

that had been discussed earlier in 2008 or

thereabouts, correct?

MR. ORTEGA:

11 12 13 14

Objection to form.

I don't recall. (5/25/12 E-mail was marked as Exhibit 22 for

identification.) Q.

Mr. Garcia, I'm handing you a document

that's been marked as Plaintiff's Exhibit 22.

Do you recognize this as an e-mail

that you received from Mr. Jugo in or about

May 25, 2012?

Yes.

And what do you understand that this

20 21 22 23

e-mail refers to? A.

I understand that it's referring to --

to the agreement regarding capital with DHK. Q.

And that's the same capital

transaction that we looked at earlier in

connection with the New Continent Finance and

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 7 of 25

Page 89 1

Activa contracts, correct?

No.

Why is that not correct?

That's not correct.

Because the

capital operation referred in 2012 was under the

contract with EXOTIX Limited.

But it's -- whether it was now under

the contract with EXOTIX Limited, it's

nonetheless the same capital transaction that

was contemplated by the New Continent Finance

and the Activa contracts, correct?

MR. ORTEGA:

Objection to form.

No.

That's not correct.

Why is that not correct?

Because they are totally separate

entities and they're not correlated one with the

other, and because one company was not canceled

in order to move on to another.

I'm not -- I'm not asking -- just so

you understand, there's no confusion -- whether

New Continent Finance and Activa and EXOTIX are

the same or different companies.

I'm asking whether you understood the

capital transaction that's referred to in the

New Continent Finance and the Activa contracts

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 8 of 25

Page 90 1

is the same capital transaction to which this

e-mail that we're looking at relate.

No.

It's not the same.

Okay.

Because the conditions in -- because

And why is it not the same?

of the conditions in this operation under the

EXOTIX Limited contract were different from

those in the previous contracts.

How were they different?

In the first place, EXOTIX was going

to have a totally different yield, as we saw in

the contract, a 5 percent, and they were -- they

were going -- they were going to be given a

first advance so that they could structure an

operation and place it on the international

market.

17 18 19

That is different to the agreement signed with the previous companies. Q.

And again, to be clear, I'm not asking

about whether the agreements are the same or

whether the fees to be paid under the different

contracts were exactly the same.

I'm only asking whether the underlying

capital transaction that was contemplated by the

New Continent Finance and Activa contracts is

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 9 of 25

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the same as the one that you've testified to was

done with EXOTIX?

MR. ORTEGA:

Objection to form.

No.

And why do you say that?

For the same thing.

times.

which is typ- -- typified in a different manner.

9 10 11

It's not the same.

They're different

And this is a oper- -- an operation

What -- what does that mean?

When you

say "typified," what do you mean by that? A.

Yes.

I will explain again what I have

tried to be understood, what I'm saying.

this operation done with DHK and EXOTIX is not

similar nor is it the same operation to what is

referred in the previous contracts.

That

The reason being that in the previous

contracts that it should come out in a market.

And in this case, this has a private investor.

And when I talk about being typified

differently, that's the issue that I'm

specifically referring to.

Where do you see in the prior

contracts with New Continent Finance and Activa

that it was meant to come out in the market as

opposed to a private investor?

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 10 of 25

Page 92 1 2

I will find it for you in a moment.

In the New Continent contract --

MR. ORTEGA:

Let the record -- let the

record reflect he's identifying

Exhibit Number 5.

-- in the fees issues on page 2, it

refers, in numeral A, an initial payment of

$110,000.

was subject to the presentation of an advanced

report of the structuring of said operation.

11 12 13

And basically this initial payment

That's what I can recall as being a difference between one operation and the other. Q.

Now, what is what you just pointed to

on the New Continent Finance agreement have to

do with what you said earlier about the

transaction involving an open market as opposed

to a private investor?

18 19

A. find it.

20 21 22

I'll explain it to you now. It's EXOTIX.

I wasn't able to locate the reference. Q.

Now, is it correct to say -- if we go

back to the e-mail that's Exhibit --

MR. ENCINOSA:

THE INTERPRETER:

Let me

What's the last one?

Counselor, is Number 22.

The last one,

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It's correct to say that Mr. Jugo was

working with Bantrab on this transaction,

correct?

Yes.

That's correct.

So he was working with Bantrab on

the -- what ultimately was the capital

transaction closed with DHK, correct?

Yes.

Okay.

That's correct. Do you know pursuant to what

contract he was performing his work?

MR. ORTEGA:

Objection to form.

I recall under the EXOTIX contract.

So he had some understanding that he

would be compensated through the EXOTIX

contract?

16 17 18 19 20 21 22 23

MR. ORTEGA: A.

Objection to form.

I was not aware exactly of the

agreement that he had with EXOTIX. Q.

You were just generally aware that he

had an agreement with EXOTIX? A.

Yes.

I should understand that that's

the way it should have been. Q.

Now, what do you understand the first

attachment to this e-mail to be that's a

spreadsheet?

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This one exactly I cannot recall.

When you look at the first column of

the spreadsheet, do you see --

THE INTERPRETER:

Sorry, Counselor.

-- do you see a reference to HS?

Yes.

Do you know who that refers to or what

that refers to?

Exactly, no.

Beneath HS it says "G3."

Do you see that?

Yes.

Do you know what that refers to?

Not exactly.

When you look at the next attachment

No.

of the e-mail, it is titled "Agreement of

Understanding."

Do you see that on the first numbered

paragraph of that document, it defines

Mr. Hernandez, Mr. Liu and yourself as G3?

Yes.

I see it.

Does that refresh your recollection on

whether Mr. Hernandez, Mr. Liu and yourself have

ever been referred to as G3?

MR. ORTEGA:

Objection to form.

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Not exactly.

So is your testimony that you never

recall seeing this document before?

MR. ORTEGA:

The document?

Okay.

Objection to form. Yes.

I've seen it.

But you didn't remember the use

of the letter and number G3 in the document; is

that right?

Yes.

Not exactly.

Do you remember, you know, responding

to Mr. Jugo when he sent you this e-mail and

asking him, What do all these documents mean?

No.

I don't recall.

But then do you recall when you

received them understanding what -- what the

purpose of these documents is?

Yes.

them.

from Oswaldo Jugo.

20 21

Yes.

I don't recall having received

I don't recall having received them

Do you -- do you remember receiving

them from someone else?

No.

Do you remember whether you ever

signed the document titled "Agreement of

Understanding"?

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No.

I don't recall.

You don't recall whether you signed it

one way or the other or is your recollection

that you did not sign it?

If we look at the first page of the

agreement, it's established that said document

was subscribed in Miami, May 14 of 2012.

According to what I can recall and in accordance

with immigration records on those dates, I was

in Guatemala.

recall having signed it.

Okay.

That's why exactly I cannot

The -- the version that we just

looked at is a draft that's not signed.

Whether

on May 14th or any other date, do you recall

signing that agreement or a very similar

agreement with the same type?

Exactly I do not recall.

And what do you -- what do you mean by

19 20

"exactly you do not recall"? A.

I should be able to have and should be

able to see -- to be able to see to have the

original document to see if that is my signature

exactly.

24 25

But do you believe that there is an

original document that has your signature?

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Page 97 1 2 3 4

If there is a copy, then there must be

an original. Q.

So have you seen a copy of a document

signed by you titled with that same title?

MR. ORTEGA:

We object to the extent

that it requires him to discuss information

that was presented at a confidential

mediation.

Other than to the extent you viewed

the document or a document such as that at a

confidential mediation, have you ever seen a

copy of such a document bearing your signature?

No. MR. ENCINOSA:

Mr. Garcia, I'm handing

you a document marked as Plaintiff's

Exhibit Number 23.

17 18 19

(5/30/12 E-mail was marked as Exhibit 23 for identification.) Q.

It appears to be an e-mail from

Mr. Jugo on May 30, 2012, to yourself and other

individuals.

Do you recall receiving this e-mail?

No.

Do you have any reason to doubt that

I don't recall exactly.

you received it?

No.

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No.

And if you looked at that e-mail that

refers to a -- a meeting in June 2012, do you

recall having any meetings during June '12, '13,

'14 and/or '15?

No.

Exactly I don't recall.

Below that it says:

The objective for

the meeting on these days is to advance the

shareholder agreement.

Do you see that?

Yes.

Do you remember -- what's your

understanding of what's referred to as the

shareholder agreement?

No.

I don't recall exactly.

Now, the e-mail where it's titled --

it says "equipo," it says team in Spanish,

correct?

19 20

Strike that.

Do you see where it says

"team" at the beginning of the e-mail?

Yes.

And did you understand you were part

I see it.

of a team of some kind?

No.

I was not part of any team.

And were you working on any of the

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 17 of 25

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issues such as the shareholder agreement or any

of the issues outlined in the attachment to the

e-mail?

No.

I was not working on that.

Did you ever write Mr. Jugo back and

say, you know, don't send me these e-mails

because I'm not on the team?

9 10 11

No.

I don't recall having done that.

(E-mail was marked as Exhibit 25 for identification.) Q.

Mr. Garcia, I'm handing you another

document marked as Plaintiff's Exhibit 25.

an e-mail with an attachment.

was not sent to you.

15 16

You -- the e-mail

Do you ever remember seeing this e-mail or having it forwarded to you?

No.

The attached document, there's a

I don't recall.

signature line at the last page of the document.

20 21

Is that your signature above your -where your name is typed? A.

This is a photocopy.

And as I've

mentioned in previous occasions, I could not

guarantee that this is my signature.

It's

Do you have any reason to doubt that

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 18 of 25

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that's your signature? A.

I would have to review the

original to make sure that it is my signature. Q.

For what reason do you have to doubt

that that's your signature?

signed it.

Yes.

Because exactly I cannot recall having

Do you have -- are you saying that you

have absolutely no -- no recollection of having

signed this document?

MR. ORTEGA:

Objection to form.

Exactly, no.

Other than exactly, do you have any

recollection of having signed this document?

No.

So is your contention that your

I don't have any memory.

signature on this document is forged?

No.

Do you recognize -- on the other pages

it seems that it contains purported initials.

21 22

I did not say that.

Do you recognize any of those initials to be your own?

No.

Do you recognize any of them to look

like your initials whether or not you believe

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 19 of 25

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that they actually are your initials?

MR. ORTEGA:

3 4

Objection to form.

If I compare them to other initials on

institutional documents.

What document are you referring to?

Exhibit 12.

What page?

380.

Exactly if I compare them, they

are not the same.

So just to have your testimony clear,

your testimony is that the initials that appear

on pages 15642 through 15644 are not your

initials?

14 15

They do not look similar to my

common initials.

16 17

No.

Is it your contention that this is not

an agreement that you are a party to?

No.

So this may be an agreement that you

I have not said that.

entered into?

I could not guarantee that either.

Well, I'm not asking you to guarantee

it.

that this is an agreement you entered into?

I'm just asking you whether it's possible

I cannot be sure.

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If you look at the first page of this

document where it says "Number 1" and it refers

to Sergio Hernandez, Eduardo Liu and yourself,

after it defines the three of you as G3, it says

that you're appearing in your condition as legal

representatives of Bantrab.

Do you see that?

Yes.

Do you remember getting permission to

appear as a legal representative for Bantrab in

connection with this document?

No.

I don't recall.

The second paragraph, number 2, says:

The shareholders of Bantrab are represented by

Sergio Hernandez.

Do you ever remember there being any

discussions or any approvals for Mr. Hernandez

to appear with respect to this document on

behalf of Bantrab shareholders?

No.

I don't recall.

If you look at paragraph 1 under

what's been considered, it's the number 1 on the

bottom half of the first page.

raising capital of $20 million U.S.

It refers to

You understand that to be a reference

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 21 of 25

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to the transaction that ultimately closed with

DHK; is that correct?

3 4 5 6

No.

I don't recognize it.

And

I'm not sure that it's the same transaction. Q.

Can you think of any other transaction

that it could relate to?

No.

Okay.

No.

If you go to the next page, on

the bottom half of the page, the paragraph

number 4, it says that:

the investment by Hidalgo Socorro in the amount

of $20 million.

The group G3 accepts

Can you think of any other transaction

that that refers to, other than the transaction

that Bantrab closed with DHK in 2013?

16 17 18 19

not with Hidalgo Socorro personally. Q.

Go to the next page, page 3 and what

is referred to as clause number 2.

20 21

Bantrab closed an operation with DHK,

You see that it refers to the creation of a special investment vehicle?

Yes.

That's what it says there.

Does that refresh your recollection on

whether the acronym VIE refers to a type of

investment vehicle as opposed to a specific

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 22 of 25

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company?

No.

I don't recall exactly.

And is it your understanding that the

special investment vehicle being referred to

there is what ultimately came to be called DHK?

6 7 8 9 10 11 12 13

I'm not aware if that is what

happened. Q.

Can you think of any other special

investment vehicle that you discussed in connection with Hidalgo Socorro, other than DHK? A.

No.

I don't know what it refers to

when it says "special investment vehicle." Q.

Do you ever remember anybody --

ever -- ever hearing the phrase "special

investment vehicle"?

No.

If you go down to clause number 3, it

says that:

agreed to participate in the special investment

vehicle in equal percentages of 50/50.

I don't recall.

Hidalgo Socorro and the G3 group

Do you see that?

Yes.

I see it.

Do you recall any discussions that you

ever had regarding your being part of a group

that owned 50 percent of a special investment

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 23 of 25

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vehicle?

No.

Do you know whether today you are

participating in a special investment vehicle

pursuant to this contract?

Absolutely no.

You don't know or you're not

8 9

participating in one? A.

No.

I have not participated in this

that they talk about that supposedly I was going

to participate in.

12 13 14

As of today, I am not participating in absolutely anything. Q.

If you have some rights to participate

pursuant to this contract that we're looking at,

have you taken any steps to relinquish those

rights?

18 19

MR. ORTEGA: A.

Objection to form.

I cannot get rid of rights that I have

not acquired.

certain that this is my signature on this

document.

anything that I had never been given.

24 25

I am not sure and -- nor am I

Therefore, I could never renounce

And to today's date, I have not participated -- I have not participated in any

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 24 of 25

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company and business agreement with Hidalgo

Socorro.

What about with DHK?

Exactly the same thing.

If you go back to Exhibit 22, please.

If you could look at the first attachment to

that e-mail that's a spreadsheet, the second

page of the document.

Having looked at the Agreement of

Understanding, does it refresh your recollection

whether this spreadsheet contains information

including monies that you were expected to

receive in connection with the -- the

transaction that's described in the -- the

Agreement of Understanding?

No.

But it could be, correct?

No.

I don't recall.

MR. ORTEGA:

Objection to form.

No.

Objection to form.

I don't recall.

But, yes, I am

sure that up until today's date I have not

received any benefits nor from Hidalgo Socorro

nor from DHK.

24 25

Do you expect to receive any benefits

from Hidalgo Socorro or DHK?

Case 1:14-cv-23193-UU Document 138-6 Entered on FLSD Docket 09/29/2015 Page 25 of 25

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2 3 4 5

No. (E-mail with Pictures was marked as Exhibit

26 for identification.) Q.

Mr. Garcia, I'm handing you a document

marked as Plaintiff's Exhibit 26.

Do you recognize this as an e-mail you

received attaching certain pictures in July of

2012?

Supposedly, yes.

Do you have any reason to doubt that

you received this e-mail and the attached

pictures?

No.

Can you look at the first picture, the

second page of this document?

Yes.

Can you identify the individuals on

18 19

that picture starting from the left? A.

Yes.

Braulio Perez, Hidalgo Socorro,

Sergio Hernandez, Eduardo Liu, Ronald Garcia,

and lastly Oswaldo Jugo.

22 23

Do you know who was taking the

picture?

Exactly I do not recall.

And do you recall that that photograph

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 1 of 54

Exhibit G

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 2 of 54

VIDEOTAPE DEPOSITION OF SERGIO HERNANDEZ

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 3 of 54

Page 2 1

APPEARANCES:

On behalf of Plaintiff: ALEX GONZALEZ, ESQ. MICHAEL ROTHENBERG, ESQ Holland & Knight LLP 701 Brickell Avenue Suite 3300 Miami, Florida 33131 alex.gonzalez@hklaw.com michael.rothenberg@hklaw.com

3 4 5 6 7 8 9

On behalf of Defendants: OMAR ORTEGA, ESQ. Dorta & Ortega, P.A. 3680 SW 8 Street, PH Coral Gables, Florida 33134 ortega@dortaanddortega.com

10 11

Also Present:

Vinicio Rodriguez

Carlos Reynoso Gil

Carlos Reynoso Poetevin

Sergio Alvarez, Translator

Jason Stapleton, Videographer

16 17 18 19 20 21 22 23 24 25

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 4 of 54

Page 3 1

INDEX

WITNESS

Sergio Hernandez

4 5

PAGE

Direct Examination by Alex Gonzalez Certificate of Oath of Interpreter Certificate of Oath of Witness Letter to Witness for Reading

5 270 273 275

6 7

EXHIBITS

NUMBER

Exhibit 56

Complaint

Exhibit 57

Document

Exhibit 58

Document Bates 16539

163

Exhibit 59

E-mail

204

Exhibit 60

5/29/12 E-mail

209

14 15 16 17 18 19 20 21 22 23 24 25

DESCRIPTION

PAGE

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 5 of 54

Page 114 1

would say in the previous couple of weeks, I'd

say.

3 4

You had never seen it prior to two

weeks ago; is that your testimony to the jury?

I don't recall having had it before.

So it's possible you could have seen

it, but you simply don't remember; isn't that

correct?

It's quite probable.

It's quite probable that you've seen

11 12 13 14

Yes.

it or that you don't recall? A.

More sure that I don't recall this

document. Q.

So you really don't recall seeing this

document prior to two weeks ago; is that your

testimony to the court?

Yes.

Thank you.

I don't recall.

If you look at the bottom right-hand

corner of Plaintiff's Exhibit Number 25,

Mr. Hernandez, I'll represent to you that you

will see the word Quantum followed by a number

of numbers.

24 25

Do you see that? A.

Yes.

Correct.

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 6 of 54

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I'll represent to you that those are

Bates numbers --

Okay.

-- that are attached to the document

that indicate this document was produced by

Quantum to Bantrab and the defendants in this

case.

Okay.

Do you understand that?

Yes.

I'd ask you, sir, to please turn to

page 15645, if you would be so kind.

page of the document.

Yes.

Are you there, sir?

16 17

The last

Do you recognize any of the signatures on this page?

Yes.

This one looks a lot like mine.

And just for the record, you're

pointing to the second signature above where it

says "Sergio Hernandez"?

You have to say "yes" or "no."

signature.

Yes.

It looks very much like my

Well, do you have any reason to

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 7 of 54

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believe this isn't your signature? A.

Yes.

I would have motives to because

I -- it's a document that I do not recall having

before me before.

5 6

forged, Mr. Hernandez?

7 8 9

Are you saying this document is

MR. ORTEGA: A.

No.

Objection to form.

I'm not saying that.

The only

thing I'm saying -- the only thing I'm saying is

it looks a lot like my signature, that it looks

a lot like my signature.

12 13

Do you have any reason to believe this

is not your signature?

No, sir.

Do you recognize any of the other

16 17

I don't have it.

signatures that are on this page, Quantum 15645? A.

No.

I'm not too

observant when it comes to signatures.

not state or certify anything, except perhaps

mine.

21 22

I could

Mr. Hernandez, I'm not asking you to

certify anything.

You work with Mr. Liu, do you not?

Correct.

He's a director of the bank, is he

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 8 of 54

Page 136 1

With great pleasure.

Thank you.

It says:

Hidalgo Socorro in his

condition as investor of Venezuelan nationality,

domicile in the city of La Rumana, Dominican

Republic, who in the following will be

identified as within parenthesis Hidalgo

Socorro.

9 10

Who's Hidalgo Socorro?

Well, let's

strike that.

Do you know Mr. Socorro?

Yes.

I know Mr. Hidalgo Socorro.

Who is he?

He's a golfer.

I know him from

playing golf and I play golf with him.

matter of fact, I think I met him playing golf.

As a

It's your testimony to the judge and

jury in this case that Hidalgo Socorro is your

golf partner; is that what you're saying?

No.

Excuse me.

No.

I played golf

with Hidalgo Socorro because he's a golfer.

He's not my golf partner because he lives in the

Dominican Republic.

24 25

Is he any good? MR. ORTEGA:

Objection to form.

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More or less. MR. ORTEGA:

So you know, my form is

"what is good."

More or less.

Other than knowing him as a golf

partner, have you had any other dealings with

Mr. Socorro in your capacity as president of the

board of directors of Banco De Los Trabajadores

de Guatemala?

Not that I can recall.

You understand, Mr. Hernandez, that

you took an -- took an oath to tell the truth,

correct?

MR. ORTEGA:

Objection to form.

Yes.

You understand that oath is under

penalty of perjury, correct?

18 19

THE INTERPRETER:

before translation "That's correct."

20 21

The witness responds

MR. ORTEGA: Q.

Objection to form.

Is it your testimony to this court

that as president of the bank, board of

directors of the bank, you're unaware that

Mr. Socorro is the person behind the entity that

invested $20 million in Banco De Los

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 10 of 54

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voluntary form the following acuerdo de

entendimiento.

3 4

voluntarily, didn't you?

5 6 7 8 9

That's what it says here, doesn't it? A.

I said that I don't recall having

signed this document. Q.

You testified you recalled that being

your signature, did you not?

10 11

You signed this document freely and

MR. ORTEGA: A.

No.

Objection to form.

I did not say that.

What I

said is that the signature that appears on this

document is very similar to my signature.

14 15

And you testified it wasn't forged,

correct?

MR. ORTEGA:

don't know.

Objection to form.

I cannot reply to that -- to that.

You want to change your answer now to

testify that you believe this document was

forged?

MR. ORTEGA:

Argumentative.

No.

Objection to form.

I cannot affirm or deny anything

that refers specifically to a document that has

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a signature that seems to be very similar to

mine but -- to my signature, but that I have no

recall of having signed it or on the dates that

it states.

Would it surprise you to know that

your colleagues Mr. Liu and Mr. Hernandez [sic]

have testified that they signed this document?

8 9

MR. ORTEGA: Q.

Objection to form.

Plaintiff's Exhibit Number 25. MR. ORTEGA:

Objection to form.

Could you repeat the question, please?

Sure.

Would it surprise you to know

that the other members of the G3, Mr. Liu and

Mr. Garcia, have testified under oath and under

penalty of perjury that they signed this

document?

17 18 19

MR. ORTEGA: Q.

Do you have any reason to believe that

they're lying?

20 21

Objection.

MR. ORTEGA: A.

Objection to form.

Absolutely not.

They have the

specific freedom to recall a document that

possibly they were aware of it in a better

manner than perhaps I got to know it.

simply don't recall.

I very

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 12 of 54

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after acquiring the preferred shares. Q.

The group of people you're talking

about is identified on page 15642 of this

document to include you, Mr. Liu and Mr. Garcia,

correct?

It includes the names of Mr. Liu,

Mr. Garcia and Mr. Hernandez, who apparently am

I, and Hidalgo Socorro.

9 10

You will see that the agreement

provides at clause 3 --

Yes.

-- that your participation and that of

the G3 in DHK exist immediately after the

issuance of the preferred shares; do you see

that, in clause 3?

Do you see that?

That's what it says here.

Well, was this agreement ever canceled

by you?

20 21

MR. ORTEGA: A.

Objection to form.

I'm not indicating that I'm

specifically part of a special vehicle or much

the less.

24 25

That's not my question, sir. Are you aware of any document, e-mail,

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 13 of 54

Page 161 1 2 3 4 5

letter, anything -A.

No.

I don't have -- I don't have any

comments. Q.

Let me finish my question.

Let's

start again.

Are you aware of any document where

you have canceled or refused your interest in

this agreement?

I don't have any document or any

specific disposition that refers to this

document in general.

12 13 14

So you've never canceled this

agreement in writing, have you? A.

If I'm not entirely sure that I signed

this and I don't recall it, much less so with a

mind to establish that this type of situations

were done after the fact.

If you had canceled this agreement,

you would have provided it to your lawyers for

production in this case, wouldn't you?

For sure.

All right.

Yes. Let's look at paragraph

number 4.

Can you read that document into the

record -- I mean that paragraph where clausio

apparently is misspelled as you pointed out.

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of minutes.

THE VIDEOGRAPHER:

time is 1618.

unit 3.

All right.

Off the record.

(Recess.)

THE VIDEOGRAPHER:

We are back on the record.

Media unit 4.

Mr. Hernandez, before we took that

break you were reviewing Plaintiff's Exhibit Number 22.

11 12

End of media

The time is 1625.

The

Have you now had a full and complete opportunity to review the exhibit?

Correct.

Do you see that it appears to be an

e-mail dated May 25, 2012, from Mr. Jugo to you

and others, correct?

Correct.

And that's your e-mail reflected on

page 16075 at slegal6@hotmail.com, correct?

That's correct.

Can you read the text of the e-mail,

short as it is, from Mr. Jugo to you and the

other folks on this e-mail?

24 25

With pleasure. He says:

Annexed both documents that

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 15 of 54

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we spoke about yesterday.

number two, Excel page.

One says MOU; and

And having had an opportunity to

review Plaintiff's Exhibit Number 22 and the

attachments thereto, does this refresh your

recollection that the MOU referred to in this

e-mail is the unsigned acuerdo or a version of

Plaintiff's Exhibit 25?

Reviewing both documents in detail,

there is no less than five different aspects,

including two clauses, Number 5 on page 3 of

Quantum 16079.

obviously different without signatures one, and

the other one with signature including a

signature that is apparently -- apparently mine,

but they are different documents.

MR. GONZALEZ:

It is a document that is

nonresponsive.

Move to strike as

That's not my question, sir. My question is:

Having reviewed

Plaintiff's Exhibit 22, does this refresh your

recollection that you received the acuerdo de

entendimiento reflected at Bates pages 16077

through -81?

No.

It does not refresh my memory,

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neither of the two documents. Q.

Similarly for the spreadsheet marked

16076, having had the benefit of seeing that

spreadsheet that Mr. Jugo provided you on

May 25, 2012, your sworn testimony to the court

in this case is that you don't recall discussing

millions of dollars you and the G3 were to

receive under the acuerdo?

No.

I do not recall because --

because never, never I -- have I spoken about

receiving millions of dollars.

You never spoke -- you -- strike that. You never requested that Mr. Jugo

prepare a spreadsheet for you and the G3

detailing the projected amounts that you and the

G3 would receive year by year by year in

accordance to 16076?

18 19 20

No, sir.

I don't recall having

requested any document with regards to that. Q.

And you don't recall sitting in

Mr. Jugo's office, Quantum's office in Miami and

discussing this issue for hours?

No, sir.

I'd like to direct your attention to

I don't recall.

page 16076, the spreadsheet attached to

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Plaintiff's Exhibit Number 22.

By the way, did ever send an e-mail to

Mr. Jugo in response to his May 25, 2012 e-mail

telling him, why are you sending me this

spreadsheet showing monies payable to me?

MR. ORTEGA:

Objection to form.

I really don't recall.

If you had such an e-mail, you would

have turned it over to your lawyers, correct?

That's correct.

All right.

Let's look at page 16076

of Exhibit Number 22, if you will.

when you're there, Mr. Hernandez.

Let me know

Do you see that it's a spreadsheet

that has a number of columns marked B through M

at the top and 1 through 10 from left to right?

Yes.

And you see that the first column in

column B has a number of --

20 21 22

I see it.

(Music playing.) Q.

Let's start again.

I got distracted

by the music.

In column B you'll see a number of

terms.

Do you see that? Yes.

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What's the first one next to the

number 2 at the top left of column B?

It says the word "periods."

Periodos, right?

That's what it says in Spanish,

6 7 8

periodos, that's what it says here. Q.

Now, do you see where it says

"cartera" right next to the number 4?

That's correct.

What do you understand that to mean?

Cartera is an active -- in banking

12 13 14

terminology it's an active, an asset. Q.

Do you see where it says "inversion"

next to number 8?

That's correct.

And do you see where it says

17 18

"$20 million" next to that? A.

Yes.

I see 20 million.

I don't see

in any part of the page where it refers to any

currency in specific dollars, but it says

20 million.

currency.

24 25

I wasn't referring to the type of

Do you see where it says "20 million"? A.

That's correct.

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THE INTERPRETER:

3 4

Do you see where it says "flujos VIE"?

IVIE, counselor?

Well, let's do this this way.

Strike

that.

Can you see on the left-hand side

where it says "number 15" and a couple of words,

three words next to it; can you read that into

the record?

15?

Yes, sir.

Cupon or coupon at or Al -- cupon al

And what is the number next to that,

12 13 14

VIE.

to the right?

12 percent.

Do you understand that to be the

minimum interest rate that the investor, in this

case DHK and Bantrab, would receive pursuant to

the acuerdo?

I cannot indicate speaking in a

specific court because I don't know if this

document has a specific relation to what we're

talking about.

24 25

Well, look at page 16075, the first

page of Exhibit Number 22.

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Do you see that, sir?

Yes.

Can you see where it says

"attachments," an e-mail from Mr. Jugo to you

and others, including Mr. Socorro?

Do you see that?

Yes.

Do you see where it says "acuerdo de

entendimiento Bantrab and HS"?

Yes.

Do you understand that this document,

this spreadsheet that's attached to this e-mail,

Plaintiff's Exhibit Number 22 --

It could be understood that way.

Well, is there any other way that you

could understood it?

No.

I understand that it's possible.

It can be understood that way.

That's not my question.

My question is:

it any other way?

jury.

Sure.

Could you understand

And if so, please tell the

This is an Excel spreadsheet

which contains financial operations that

coincided specifically with the document that we

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 21 of 54

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are broaching.

discuss because I did not discuss this document.

Yes.

But I cannot assure or

You can't think of anything other than

the acuerdo that's being referenced here in that

12 percent, can you?

Well, it could be -- it could be any

other financial operation with similar amounts

or --

THE INTERPRETER:

10 11 12

Interpreter.

-- or the same amounts, for example,

You see where it says "acuerdo de

DHK.

entendimiento" on page 16075?

and Mr. Socorro is copied on this e-mail.

15 16 17

Yes.

Bantrab and HS

That's what it says that

Mr. Socorro was copied. Q.

So there's nothing else that can be

referred to here in that 12 percent, other than

the 12 percent that's referenced in the acuerdo

de entendimiento; isn't that true?

Yes or no?

It could be.

I'm not asking whether it could be.

I'm asking you yes or no.

24 25

MR. ORTEGA: A.

It could be.

Objection to form.

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But you -- as we sit here today, you

can't identify a single other transaction that

that 12 percent could refer to, could you, other

than the acuerdo de entendimiento?

Well, it could be reflected in shares

of preferred shares that are in -- in the Banco

De Los Trabajadores that are not directly

involving the same shareholders.

Are any of those other shareholders

copied on the first page of plaintiff's

Exhibit Number 22 or is Mr. Socorro and Braulio

Perez from DHK copied?

Mr. Hidalgo Socorro is copied and

Mr. Braulio Perez.

ignore if they're DHK.

I ignore if they are DHK.

You wouldn't copy Mr. Socorro and

Mr. Perez on a transaction that involved other

investors, would you, or other transactions?

20 21

MR. GONZALEZ:

24 25

Sure.

Read back the

question, please.

22 23

Could you repeat, please.

(The requested portion of the record was read by the court reporter.) Q.

Other than the acuerdo de

entendimiento and DHK?

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No.

I wouldn't do it.

If you could look down to -- well,

look down to column number 18.

And if you could

read into the record the three words next to

column 18 on page 16076, sir.

It says "flow to VIE."

And what number is reflected there

under period one?

7 million.

I'm not a banker.

11 12 13

But what's

12 percent of $20 million? A.

Well, you -- we have to carry out a

mathematical operation.

Okay.

This is a machine that did this.

You don't know what 12 percent of

20 million is?

Please.

You do?

Of course.

If you could do us the favor of

22 23

testifying what that number is. A.

This number is -- that says

$7 million, 7 million -- 7 million, 7 million

without -- 7 million.

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Would you disagree with me if I told

you that 12 percent of $20 million is

$2,400,000?

Is that accurate?

It could be correct doing the math.

Do you see column 12?

Yes.

Do you see where it -- what does it

say next to that?

"Dividend VIE."

And what num- -- what percentage is

reflected?

THE INTERPRETER:

Witness replies

before the question is translated.

percent."

"35

The acuerdo de entendimiento provided

that the preferred shares would receive an

interest rate of at least 12 mil- -- of 12

percent, correct?

But as you testified earlier, it could

be higher depending on the profitability of the

bank, correct?

That's what that document says.

And this document projects a dividend

of 35 percent, correct?

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That's what the term indicates.

That's what it indicates. Q.

I'm just asking you about this

document, sir, that was e-mailed to you on

May 25, 2012.

6 7 8 9

35 percent of 20 million is $7 million, correct? A.

Yes.

Mathematically it could be.

would have to work it out.

Would you like a calculator?

No.

Do you want to grab it or do you want

I have my phone.

to use mine?

I'm sorry.

That's okay.

It was turned off.

Mr. Hernandez.

Are you still with me, Mr. Hernandez?

It's correct.

Okay.

I've got nowhere to go,

So 35 percent of 20 million is

7 million, correct?

And you see on --

THE INTERPRETER:

I didn't hear an

answer.

I'm sorry.

I'll turn my phone off.

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 26 of 54

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35 percent, 7 million. Q.

That's the same thing that's reflected

here as "flujos of VIE" in column 18, correct?

That's correct.

Do you see underneath that it says

"HS" and "G3"?

initials it says 3,500,000.

8 9

And next to each of those

Do you see that? A.

Yes.

I see -- I see the 3.5 million

and another 3.5 million.

document states.

That's what this

I don't know if you need a calculator.

I might.

But those two numbers together equal

7 million, correct?

That's correct.

And who are the G3, other than you,

17 18

Mr. Liu and Mr. Garcia? A.

Yes.

I -- no.

No.

I'm not sure

who the G3 is nor have I indicated ever that I

am part of the G3.

Even though you sent an e-mail with a

document that refers to the G3 that we just

looked at, Plaintiff's Exhibit Number 58?

24 25

MR. ORTEGA: Q.

Objection to form.

That's your testimony?

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MR. ORTEGA:

Objection to form.

I said it and I agreed that this had

been sent from my e-mail and it talks about a

G3, a G4, but I'm not indicating that I agree to

be part of that document.

Notwithstanding that, Mr. Hernandez,

when Mr. Jugo wrote you on May 25, 2012, and

back -- and strike that.

When he wrote you on May 25, 2012, you

didn't respond to him and say, What are you

talking about; Who is the G3.

12 13

As a matter of fact, I did not

reply to this e-mail.

14 15

No.

Did you?

You didn't say anything at all, did

No.

you? No.

I did not indicate.

No.

I -- I form -- I formed no opinion of -- about

these documents.

Neither the draft of the acuerdo nor

the spreadsheet that's attached to Plaintiff's

Exhibit Number 22, correct?

22 23 24 25

No.

I don't recognize them.

I cannot give any opinion with regards to them. Q.

And when Mr. Jugo wrote you on

Plaintiff's Exhibit Number 58 that's before you

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Well, you had an opportunity to do

that when he sent you those pictures on July 5,

2012.

are you talking about or why are you claiming 5

percent; yes or no?

Did you write him back and say, What G4

6 7

MR. ORTEGA: A.

Objection to form.

Definitely no.

Because if you notice,

and when I open my computer up in this case, I

do not reply to electronic -- to e-mails unless

they have to do with the important things that I

handle in the entity.

I don't have the time.

I never open photographs.

You told me earlier that you didn't

help draft the acuerdo; do you recall that

testimony?

Yes.

And you recall taking an oath to tell

18 19

I do recall that.

the truth today, don't you? A.

That's correct. MR. GONZALEZ:

Let me show you what's

been marked as Plaintiff's Exhibit Number 59

and I'm going to ask you to take a look at

that.

24 25

(E-mail was marked as Exhibit 59 for identification.)

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 29 of 54

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MR. ORTEGA: already.

I thought we had 59

I guess I was wrong.

MR. ROTHENBERG:

MR. ORTEGA:

MR. ROTHENBERG:

MR. ORTEGA:

MR. ROTHENBERG:

8 9

No.

59?

The last one --

Was 58? -- was 58.

Okay. I believe so.

It's a short e-mail.

Let me know when

you've taken a look at it.

Have you reviewed the document, sir?

Yes.

This is an e-mail from you to Mr. Liu,

13 14 15 16 17 18 19 20 21

I've read it.

Mr. Garcia and Mr. Jugo, correct? A.

Correct.

It was sent from my e-mail.

That's correct. Q.

And it's dated May 29, 2002 -- 2012,

correct? A.

Yes.

It is dated that way at

2:20 a.m., correct. Q.

And the subject line reads "Revised

Agreement."

Does it not?

Yes.

Please read this e-mail into the

24 25

record. A.

Guys, I reviewed and fixed the

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acuerdo.

will send it signed to Hidalgo -- Oswaldo.

you see I only made changes to the form, and the

only one in -- of substance is to declare that

Hidalgo is aware of the legal limitations that

we currently have in place regarding the

government or leadership of Bantrab and the fact

that the shares, we will issue them to him in

the moment that we obtain authorization from the

Please give it your thumbs up and we

super.

By the way, I don't see any problem in

that we obtain it quickly.

PD:

we'll sent it signed.

15 16 17

Regards, Sergio.

If everyone is in agreement, say so and

Does this e-mail sent by you on

May 29, 2012, refresh your recollection? A.

It refreshes it in such a manner in

that this document, yes, that this document says

clearly and categorically, yes, that it states

that as soon as we obtain the authorization from

the super, "super" being the Superintendency of

Banks.

I'm sorry.

That's the authorization to have -I thought you were done. The document which at no time

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whatsoever is -- has to do with -- with a secret

agreement, such as the attorney stated.

of the specific fact that the Superintendency of

Banks would -- would never be able to approve or

know of an operation.

Because

This e-mail, I understand, it has to

be related to the operation that was carried out

with DHK Finance, yes, with all the -- all the

requisites that the law contains and has in

place and it is enforced and honored.

MR. GONZALEZ:

nonresponsive.

Move to strike as

That's not my question, sir. My question is:

Does this e-mail

that's been marked as Plaintiff's

Exhibit Number 59 refle- -- refresh your

recollection that you, in fact, did revise the

acuerdo de entendimiento; yes or no?

MR. ORTEGA:

Objection to form.

I don't recall.

Is there anything that would help

you -- that would help refresh your recollection

as to whether or not you revised that acuerdo de

entendimiento?

I cannot come up with anything at this

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 32 of 54

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moment that would do that, nothing that I can

have present.

Well, certainly if you send an e-mail

to Mr. Jugo, Mr. Liu and Mr. Garcia with the

acuerdo de entendimiento, that would refresh

your recollection, would it not?

Would it?

Well, I'll review it.

My -- my question is, would it?

It could be.

Would you have any reason to doubt

It could be.

that you, in fact, would have revised the

agreement if I showed you an e-mail where you

sent the acuerdo de entendimiento to these

folks?

16 17

MR. ORTEGA: Q.

Objection to form.

Or would that be finally enough for

you to recognize the acuerdo de entendimiento as

something real?

20 21

MR. ORTEGA: A.

Objection to form.

The acuerdo de entendimiento I will

consider it real when I establish that my

signature is included in that acuerdo de

entendimiento.

MR. GONZALEZ:

Let me show you what is

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being marked as Plaintiff's Exhibit

Number 60.

3 4

(5/29/12 E-mail was marked as Exhibit 60 for identification.)

It's an e-mail dated May 29, 2012,

from you to Mr. Jugo, Mr. Liu and Mr. Garcia

containing an attachment called acuerdo de

entendimiento Bantrab and HS.

Take a look at that document.

Another e-mail.

Is that your e-mail?

That was sent from my e-mail on that

Do you have any reason to doubt that

13 14

day.

the attachment, the acuerdo de entendimiento

that's attached to Plaintiff's Exhibit Number

59 -- 60 wasn't sent by you?

18 19

Here it says "Acuerdo de entendimiento

Bantrab HS document."

It was sent.

You sent it?

I sent it.

I'd like to direct your attention back

to Exhibit Number 25, the acuerdo.

24 25

Do you have that in front of you, sir? A.

Yes.

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Do you see page Number 15644?

Yes.

Please turn to that.

It's here.

Can you please read into the record

the last paragraph beginning with the word

"Mientos."

As long as the preferred shares are

not converted into common shares, Hidalgo

Socorro has the right to participate whenever he

considers it necessary through a delegate who in

his position as consultant can be invited to the

session or sessions of Bantrab's board of

directors.

As we sit here today, does Mr. Socorro

have the right to name a delegate to the board

of directors of Banco De Los Trabajadores de

Guatemala?

THE INTERPRETER:

error.

Because Mr. Hidalgo Socorro has

no -- has no action --

No.

Sorry, interpreter

-- has no shared related situation

with Bantrab. Q.

That's not my question, sir.

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My question is:

Pursuant to this

agreement and what you just read into the

record, does Mr. Socorro have the right to name

a delegate to the board of directors of the

bank; yes or no?

MR. ORTEGA:

Objection to form.

No.

That would be illegal, wouldn't it be?

No.

I thought the number of directors at

It would not be illegal.

the bank was something that was established by

Guatemalan law?

It is established that he -- that we

can invite consultants or officials to discuss

with the corresponding issues.

illegal.

manner in which the board of directors of Banco

De Los Trabajadores is made up and its corporate

leadership or governing body.

That's not

I was very clear in explaining the

It's something different is the

advisers or consultants that in many of the

board of directors meetings go to the meetings

in -- in that position as consultants.

not illegal.

MR. GONZALEZ:

That's

Move to strike as

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nonresponsive.

My question is:

Has Mr. Socorro ever

attended a board of directors meeting --

MR. ORTEGA:

Objection.

-- of the bank.

Never.

Have any of his representatives?

Never.

Has anyone from DHK?

A person from DHK -- from DHK and

many, many companies, the companies that provide

services to the bank have attended.

Did any of those other companies that

provided services to the bank invest $20 million

in the bank?

No.

Who from DHK has attended board

18 19

DHK is the only one.

meetings? A.

Excuse me.

I'm tired.

If I said DHK,

DHK has never participated.

financial consultants or advisers that --

specifically companies such as Oswaldo Hugo,

they would go and to present reports.

sorry.

I'm sorry. So --

I'm talking about

I'm

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Clearly and categorically personnel

from DHK has never -- have attended a board

meeting -- board of directors meeting in any

capacity.

Have you ever discussed any bank

business with Hidalgo Socorro or do you only

talk golf?

8 9

MR. ORTEGA: A.

Objection to form.

I've never spoken about Hidalgo

Socorro in business that were not at a

determined moment that were aimed specifically

at the Banco De Los Trabajadores' need for

capital.

And I want to clarify.

That I'm not

going to speculate if whether Hidalgo Socorro is

or is not the owner of DHK Finance, which was

the one who purchased the shares ultimately.

18 19

Did you ever provide Plaintiff's

Exhibit 25 to Mr. Arita?

MR. ORTEGA:

Objection to form.

Could you repeat the question?

Certainly.

Did you ever provide

Plaintiff's Exhibit 25, either the original or

the copy, or show it to any one of the following

people that I'm going to name?

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No.

I haven't asked you anybody yet.

You said Mr. Arita before.

I'm going to give you a list of

No.

people.

Okay.

Did you show it to Mr. Arita, just so

8 9

the record is clear? A.

No.

Not specifically the acuerdo

de entendimiento this document talks about, even

though the directors are aware of everything

that is handled at the board of directors level.

He's perfectly aware, like they all are, of the

business of the capitalization of Banco De Los

Trabajadores with DHK.

I'm not talking about the

capitalization of Banco De Los Trabajadores.

I'm talking about the deal whereby you, Mr. Liu,

and Mr. Garcia would receive 50 percent of DHK.

Did you ever disclose that deal to

Mr. Arita; yes or no?

MR. ORTEGA:

I -- no.

No.

Objection to form. No.

Like the

document -- like the document -- is a document

that -- that I'm not convinced that my

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signature's on it and, therefore, that I am in

that document.

to absolutely anyone.

4 5

Obviously I could not assure it

And you didn't discuss the deal with

Mr. Arita, did you?

No.

And you didn't do -- you didn't

discuss the deal with Mr. Mendez, correct?

Correct.

Mr. Sagastume?

With no one.

12 13 14 15

one.

With no one. Q.

No.

With no one.

You didn't disclose it to the

shareholders of the bank, did you? A.

I had no reason to do that, apart from

the fact it's impossible.

shareholders.

18 19

22 23 24 25

There are 750,000

You didn't disclose it to the

Superintendency of Banks, did you?

20 21

With no

MR. ORTEGA: A.

Objection to form.

I have no reason -- no reason to

inform the Superintendency of Banks. Q.

You didn't disclose it to Deutsche

Bank, did you? A.

I have no reason to do a disclosure

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 40 of 54

Page 216 1

either of -- about documents that do not exist.

Yes.

So is your testimony -- I'm sorry.

To someone like Deutsche Bank.

Well, Deutsche Bank ended up issuing

$200 million -- I'm sorry, $150 million in debt

to the bank, correct?

That's correct.

And there are certain people that

bought that debt on the market; isn't that

correct?

That's absolutely correct.

Don't you think that those people that

bought that debt would want to know that the

president of the bank, a director of the bank,

and a general man- -- and the general manager of

the bank had a side deal to receive 50 percent

of DHK be- -- before they bought part of that

debt?

20 21

MR. ORTEGA: Q.

22 23

Yes or no? MR. ORTEGA:

Objection to form.

No.

Objection to form.

Bearing in mind that if you

re- -- if you review the -- the road show [sic]

presentations with DHK, no, I mean with Deutsche

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 41 of 54

Page 217 1

Bank, I want that to be very clear, yes, when

the presentation to the investors was made.

The structure regarding the

$150 million and the respective disclosure, it

was done clearly and categorically the mention,

the bank's capitalization through the company

DHK Finance, and that is in the public documents

of the structurer.

But none of those public documents

reflect your side deal to receive 50 percent

participation in DHK along with Mr. Garcia and

Mr. Liu, do they?

Yes.

We're talking about a

document -- a document that has no type of legal

support.

to a company which is called DHK Finance, and I

ignore whether Mr. Socorro has or does not have

participation.

The shares were sold to the company --

And you don't believe your

participation or that of Mr. Liu or Mr. Garcia

in DHK created a conflict of interest with the

bank's interests?

I cannot answer that question because

I have not recognized or acknowledged my

signature in this document, which is similar to

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 42 of 54

Page 218 1 2 3

a -- which is similar to my signature. Q.

Even though Mr. Liu has recognized his

signature on that document, correct?

MR. ORTEGA:

Objection.

Correct?

Well, if Mr. Liu has recognized his

signature on that document, he may have specific

reasons to establish that that is his signature.

Not me, I have to see -- I have to see the

original.

Who would have that original?

I haven't the slightest idea.

Have you asked Mr. Garcia or Mr. Liu

if they have a copy of the agreement?

Mr. Hernandez, you have to wait for

the translator to translate the question,

please.

THE WITNESS:

THE INTERPRETER:

MR. GONZALEZ:

Why don't we read back

the question.

23 24

It's all right, sir.

It's all right.

21 22

(In English) Sorry.

(The requested portion of the record was read by the court reporter.) A.

I've not had -- I've not had the

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 43 of 54

Page 219 1

respective time in a document that doesn't have

any legal support and, therefore, affects it has

no importance.

4 5 6

You don't think it's an important

document? A.

No.

It's not an important document

because it's a document which legally does not

exist.

10 11

Even though you haven't canceled it? MR. ORTEGA:

Objection to form.

I cannot reply because it's exactly

the same thing.

acknowledge the document, I cannot know if the

document -- but the document has no legal

support.

If I do not recognize or

Do you recall Mr. Socorro asking you

whether Mr. Jugo was being compensated for his

work in May of 2012?

19 20 21

No.

I don't recall having

conversations with Mr. Socorro about that. Q.

Is it possible that you had

conversations with Mr. Socorro about Mr. Jugo's

conversa- -- compensation or did you just talk

about golf?

MR. ORTEGA:

Objection to form.

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 44 of 54

Page 277 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO. 1:14-CV-23193-UU QUANTUM CAPITAL, LLC, a Florida Limited Liability Company, Plaintiff, vs. BANCO DE LOS TRABAJADORES, a Guatemalan entity, SERGIO HERNANDEZ, an individual, EDUARDO LIU, an individual, AND RONALD GARCIA, an individual, Defendants. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _/ Intercontinental Guatemala 14 Calle 2-5 Zona 10 Guatemala Tuesday, July 22, 2015 2:37 p.m. to 6:43 p.m.

VOLUME II VIDEOTAPE DEPOSITION OF SERGIO HERNANDEZ

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 45 of 54

Page 278 1

APPEARANCES:

On behalf of Plaintiff: ALEX GONZALEZ, ESQ. MICHAEL ROTHENBERG, ESQ ISRAEL J. ENCINOSA, ESQ. Holland & Knight LLP 701 Brickell Avenue Suite 3300 Miami, Florida 33131 alex.gonzalez@hklaw.com michael.rothenberg@hklaw.com israel.encinosa@hklaw.com

3 4 5 6 7 8 9 10 11 12

On behalf of Defendants: OMAR ORTEGA, ESQ. NICOLE RUESCA, ESQ. Dorta & Ortega, P.A. 3680 SW 8 Street, PH Coral Gables, Florida 33134 oortega@dortaandortega.com

13 14

Also Present:

Carlos Reynoso Gil

Carlos Reynoso Poetevin

Sergio Alvarez, Translator

Jason Stapleton, Videographer

18 19 20 21 22 23 24 25

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 46 of 54

Page 279 1

INDEX

WITNESS

Sergio Hernandez

4 5

PAGE

Direct Examination by Alex Gonzalez Certificate of Oath of Interpreter Certificate of Oath of Witness Letter to Witness for Reading

281 413 416 418

6 7

EXHIBITS

NUMBER

DESCRIPTION

PAGE

Exhibit 86

Recitation of Law Number 383

298

Exhibit 87

Plaintiff's First Set of Interrogatories

344

Exhibit 88

8/2/11 E-mail

366

Exhibit 89

6/24/12 E-mail

383

Exhibit 90

E-mails

389

11 12 13 14 15

Certified Question:

Page 391, Line 10

17 18 19 20 21 22 23 24 25

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 47 of 54

Page 290 1

important?

2 3

MR. ORTEGA: A.

Yeah.

Objection to form.

It's important.

Specif- --

specifically for who has brought it forward.

But for us, it's just part of our work.

6 7

the bank or the shareholders of the bank?

8 9

So you don't think it's important for

MR. ORTEGA: A.

Objection to form.

Everything is important to the bank.

Everything is important for the bank

shareholders.

work.

But it's part of our respective

Is the -- is the acuerdo, Plaintiff's

Exhibit Number 25, important for the

shareholders?

I mean, that's everything, isn't it?

MR. ORTEGA:

Yes.

Objection to form.

It's not important for the

shareholders, that document.

It's not important

for the bank based on the simple reason that

it's a document that -- because it's a document

which the bank did not participate.

And it's a document, that through its

contents, establishes circumstances which never

took place or never happened.

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 48 of 54

Page 291 1 2 3

The shares were -- the preferred

shares were never issued to DHK Finance? A.

That is another circumstance which is

entirely different.

clear and obvious, the negotiation having to do

with capital was done with DHK Finance based on

legal documents and they were correctly shared

with all supervising entities that an operation

of that nature would require.

Because it's absolutely

I mean, we are

talking about two absolutely different things.

MR. GONZALEZ:

nonresponsive.

Move to strike as

My question, sir, is very simple:

Ban- -- Banco de Los Trabajadores issue

preferred shares to DHK Finance; yes or no?

Yes.

That was my question.

18 19

That is correct.

Who decides what's important for shareholders; you?

20 21

Correct.

Did

MR. ORTEGA: A.

No.

Objection to form.

It's the shareholders' assembly,

the shareholders of Banco de Los Trabajadores,

which decides what's good or what's bad for its

owners.

How often do the shareholders of Banco

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 49 of 54

Page 339 1

So when you testified that people talk

about what's convenient or say what's convenient

or in their interests, you weren't talking about

yourself; is that what you're telling the jury

and the judge?

MR. ORTEGA:

Objection to form.

I'm not saying exactly that.

What I'm

saying is, I cannot have anything specific to

say regarding anything that somebody has

understood me to say or has thought that I have

said, any person who has direct interest or

indirect interest in this case.

MR. GONZALEZ:

up on the screen.

I want you to put that

Let me show you, Mr. Hernandez -- I'm

sorry, I don't mean to toss it over to you.

trying to move this along.

I'm

If you can take a look at what's been

previously marked as Plaintiff's Exhibit Number

25.

document.

Let me ask you to take a look at that

22 23

Do you believe that document is a valid and binding agreement?

24 25

MR. ORTEGA: Q.

Objection to form.

Let me rephrase the question.

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 50 of 54

Page 340 1 2

Do you think that's a binding agreement, Plaintiff's Exhibit Number 25?

MR. ORTEGA:

Objection to form.

I don't think --

I don't want you to speculate.

I don't think it's an acuerdo de

entendimiento that can bind the parties from the

moment that it is a document that has never --

that was never carried out.

10 11

Was it

signed?

12 13

What do you mean by that?

MR. ORTEGA: A.

Objection to form.

I said that I don't -- didn't recall

that this document was signed by me.

however, this signature, this signature here on

this photocopy, is very similar to mine.

But

What I'm trying to say to the jury is

that this is a document that contains agreements

with a person who is named as Hidalgo Socorro

who has no type, him personally, of a direct

relationship with Banco de Los Trabajadores.

And that this acuerdo de entendimiento

has circumstances of being a document that was

done, it could have certain -- certain type of

internal repercussions at the bank or eventually

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 51 of 54

Page 341 1

of a legal nature.

But I insist, and I insist to the

court, this document -- this document was never

concluded or finished, even though there might

have been some of the witnesses who have

acknowledged and even with the photocopy that

they signed it or signed it.

8 9

Other than your testimony that you

believe Mr. Socorro has no direct relationship

with the bank and the fact that Plaintiff's

Exhibit Number 25 before you is not an original,

do you have any other basis for saying this

document is not valid, if you know?

The transaction of capitalization --

Mr. Hernandez, in the interest of time

I'm just asking you to answer my question so we

don't have to go back to the Court.

18 19 20 21

And I'm sorry if I interrupted you. A.

The question is very important and the

reply is very important.

Yes.

The official registry at Banco de los

Trabajadores refer that the bank's

capitalization, which is an operation that has

been approved, there are documents that exist,

it is signed and decided and approved by the

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 52 of 54

Page 342 1

respective legal entities in Guatemala by a

legal entity which is called DHK Finance.

don't know if it has another respective

addendum.

share -- the owning -- the owners or the

shareholders are of DHK Finance.

And personally I am unaware who the

And that includes Mr. Hidalgo Socorro.

I don't know.

DHK Finance.

But the operation was done with And this document speaks of three

people and a fourth whose name is Hidalgo

Socorro.

12 13 14

Are there any other reasons why you do

not believe this is a valid document? A.

Well, if this document was not done,

to my understanding, it wouldn't -- it wouldn't

be or shouldn't be an object of any additional

analysis by me or eventually by the bank because

it doesn't refer to Banco de Los Trabajadores

formally and legally -- and legally with the

operation, the operation contained within this

document.

Have you now told the jury now all the

reasons why you don't believe this document is

valid?

I couldn't -- well, I would have to go

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 53 of 54

Page 343 1

point by point or issue by issue.

respect, if the attorneys do so require, we can

re- -- we can review it topic by topic, even

though I insist this document was not done or

finished, carried out.

pleasure I would be able to discuss it again.

7 8

And with all

With -- with great

I'm not asking you to review the

document, sir.

I'm asking you to tell us whether

you've now told the jury all the reasons why you

don't think this document is valid.

No.

I could give you an example where

in this document it affirms, in topic number 2,

for example -- well, there is part of the

document -- well, based on the reason of time

where it indicates that Sergio Hernandez as

president of Banco de Los Trabajadores

represents the shareholders of Banco de Los

Trabajadores.

That cannot be supported by anything.

It has no sense, even though it was -- if it

were possible through the extraordinary or

special assembly of bank shareholders, that they

would give that faculty to the president,

whether it would be myself or to someone else.

Case 1:14-cv-23193-UU Document 138-7 Entered on FLSD Docket 09/29/2015 Page 54 of 54

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So if you would have seen that

language about you representing the shareholders

in connection with this agreement in an e-mail,

you would have asked for that to be changed,

correct?

Yes.

This is part of this jig- --

jigsaw puzzle that I just -- they don't -- they

don't click with me.

9 10 11

(Plaintiff's First Set of Interrogatories was marked as Exhibit 87 for identification.) Q.

Let me show you what's been marked as

Plaintiff's Exhibit Number 87, and I'd like you

to take a look at the last page.

I'll represent to you, Mr. Hernandez,

that these are the verified responses to

plaintiff's first set of interrogatories, which

was signed by you in my presence in Guatemala.

Yes.

Do you remember signing this document?

Yes.

Okay.

Of course. Can you take a look at --

Well, let me ask you this:

Plaintiff's Exhibit Number 86 -- 87, I'm sorry,

is a photocopy.

Do you believe this document is any

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 1 of 21

Exhibit H

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 2 of 21

VIDEOTAPE DEPOSITION OF EDUARDO LIU YON

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 3 of 21

Page 2 1

APPEARANCES:

On behalf of Plaintiff: ISRAEL J. ENCINOSA, ESQ. Holland & Knight LLP 701 Brickell Avenue Suite 3300 Miami, Florida 33131 israel.encinosa@hklaw.com

3 4 5 6 7 8

On behalf of Defendants: OMAR ORTEGA, ESQ. Dorta & Ortega, P.A. 3680 SW 8 Street, PH Coral Gables, Florida 33134 oortega@dortaanddortega.com

9 10

Also Present:

Vinicio Rodriguez

Carlos Enrique Reynoso Gil

Carlos Enrique Reynoso Poetevin

Sergio Alvarez, Translator

Jason Stapleton, Videographer

15 16 17 18 19 20 21 22 23 24 25

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 4 of 21

Page 3 1

INDEX

WITNESS

Eduardo Liu Yon

4 5

PAGE

Direct Examination by Israel Encinosa Certificate of Oath of Interpreter Certificate of Oath of Witness Letter to Witness for Reading

5 186 189 191

6 7

EXHIBITS

NUMBER

Exhibit 47

4/27/07 E-mail

Exhibit 46

E-mail

Exhibit 48

E-mail

Exhibit 49

E-mail Requesting Payment

Exhibit 50

Two E-mails

Exhibit 51

3/15/15 E-mail

147

Exhibit 52

3/4/13 E-mail

148

Exhibit 53

5/25/13 E-mail

160

Exhibit 54

6/3/13 E-mail

164

Exhibit 55

Response to Request for Production

174

19 20 21 22 23 24 25

DESCRIPTION

PAGE

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 5 of 21

Page 85 1 2

And do you recall what you were asking

him to send you?

No.

Mr. Liu, I'm handing you a document

previously marked as Plaintiff's Exhibit 22.

6 7

Please let me know when you're ready to answer questions about this document.

8 9

MR. ORTEGA:

Do you want to break in

about 20, 25 minutes?

10 11

I don't recall.

MR. ENCINOSA:

Yeah.

I mean, I'm

more --

MR. ORTEGA:

Yeah.

Ready.

Do you recognize this to be an e-mail

with attachments that Mr. Jugo sent to you on

May 25, 2012?

According to this, yes.

Do you have any reason to believe that

you did not receive this e-mail and these

attachments on May 25, 2012?

No.

And is it correct that the documents

attached to this e-mail relate to the capital

transaction with DHK that closed in 2013?

I don't know.

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 6 of 21

Page 86 1 2

Can you think of anything else that

these documents relate to?

I don't know.

Go to the second page of the exhibit,

which is a spreadsheet.

6 7

What is your understanding of what this document is?

A very confusing document.

Do you have any understanding of what

10 11 12

the document relates to? A.

It has a certain relationship with the

document that we have here up front.

Are you referring to the e-mail?

No.

And just for the record, Mr. Liu,

To this document attached.

you're referring to the document that begins on

page 3 of this exhibit titled in Spanish

"Acuerdo de Entendimiento" (Spanish), correct?

Correct.

And why do you say that the two

21 22 23 24 25

documents are related? A.

Because they talk about similar

amounts. Q.

In the -- on the spreadsheet you see

there's a reference to "HS"?

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 7 of 21

Page 87 1

Yes.

Do you understand that to be a

reference to Hidalgo Socorro?

It could be.

Do you have an idea of what else the

letters "HS" could refer to in that document?

No.

And do you see where it says "G3"?

Yes.

And you understand G3 there to be a

reference to yourself, Mr. Hernandez and

Mr. Garcia, correct?

13 14 15 16

In accordance with the Agreement of

Understanding, yes. Q.

And do you see that the spreadsheet

contains the letter "VIE" in a number of places?

Yes.

And do you understand that to be an

acronym that refers to a special investment

vehicle?

It's written incorrectly.

How should it be then?

As an acronym, the way they are

establishing it as a special vehicle of

investment.

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 8 of 21

Page 88 1

And is it correct to say that in

Spanish sometimes the term is used Vehiculo de

Inversion Especial (Spanish)?

Yes.

And so do you understand that what VIE

refers to here is a special investment vehicle?

Now I understand, yes.

And do you understand that the special

investment vehicle referred to in this

spreadsheet and in the Acuerdo de Entendimiento

is what ultimately came to be DHK?

I don't know.

Do you have any reason to believe that

that's not the case?

I don't know.

And I think your answer was a little

confusing.

any reason to believe that that's not the case.

I just want to know whether you have

MR. ORTEGA:

Objection to form.

Perhaps if you rephrase the question.

Do you have any reason to believe that

the VIE referred to in the Acuerdo de

Entendimiento and the spreadsheet contained in

Exhibit 22 is not a reference to DHK Finance?

I don't know.

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 9 of 21

Page 89 1

So is your testimony that you don't

know whether you have an understanding of

whether the statement is correct?

MR. ORTEGA:

Objection to form.

I don't understand.

Do you know what the VIE in the

spreadsheet and the Acuerdo de Entendimiento

could refer to other than what came to be DHK

Finance?

I don't know.

Mr. Liu, I'm handing you a document

previously marked as Exhibit 23.

13 14

Actually, before you get to that document, I'm referring you back to Exhibit 22.

What is your understanding of why

Mr. Jugo sent this e-mail to you and to

Mr. Hernandez, Socorro, Perez and Garcia?

MR. ORTEGA:

Objection to form.

Something that he wanted us to do.

Is it something that -- that you had

asked him to do?

I don't recall.

Do you recall whether it's something

that Mr. Garcia or Mr. Hernandez asked him to

do?

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 10 of 21

Page 90 1

I don't know.

Okay.

3 4

THE WITNESS:

Can we have a break so I

can go to the restroom?

5 6

You can turn to Exhibit 23 now.

MR. ENCINOSA:

Yes.

That's fine.

you want to take a -- break?

MR. ORTEGA:

Do you want to take a

little break, you want to take a lunch?

It's almost --

10 11

MR. ENCINOSA:

I'd rather get through

this subject if we can take a quick --

MR. ORTEGA:

THE VIDEOGRAPHER:

Okay.

That's fine. 12:48.

Off the

record.

(Lunch recess.)

THE VIDEOGRAPHER:

time is 1412.

Media unit three.

Okay.

Time is --

We're back on the record.

Mr. Liu, before we went on break I

believe I handed you Plaintiff's Exhibit 23.

Do you have it before you?

Yes.

Let me know when you're ready to

24 25

answer questions about this document. A.

Ready.

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 11 of 21

Page 108 1

mean?

That there was an offer for the group

of executives or bank directors who could

participate in that vehicle.

And the group of directors you're

referring to are yourself, Mr. Hernandez and

Mr. Garcia, correct?

Yes.

And Mr. Hidalgo would participate

50 percent and the group would participate

together as the other 50 percent; is that

correct?

13 14

In accordance to what it says here,

And then if you go to the next clause,

yes.

15 16

clause 4, do you agree that that says:

directors would then pay Hidalgo Socorro

$10 million over a maximum period of four years?

19 20 21

Group of

In accordance to what it says here,

And if you go to the next page, do you

yes.

recognize that to be your signature above where

it says "Eduardo Liu"?

In accordance with this, yes.

Did you sign this document?

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 12 of 21

Page 109 1

This is my signature.

Do you recall when you signed this

document?

No.

If you go to the first page of the

I don't recall.

document, the document is dated May 14, 2012.

Do you see that?

Yes.

Do you believe that you signed the

10 11 12 13 14

document on that date? A.

I don't recall.

But what it says

here, it would seem to be that way. Q.

Do you have any independent

recollection of when you signed this document?

No.

Do you remember where you were when

I don't recall.

you signed this document?

No.

The top of the document, it says that

I don't recall.

there was a meeting on May 14, 2012, in Miami.

Do you see that?

Yes.

Do you believe you signed this

24 25

document while you were in Miami? A.

I don't recall.

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 13 of 21

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Do you have any reason to believe that

you signed this document somewhere other than

Miami?

Yes.

And why do you say that?

Because during that time period I

7 8 9 10 11 12 13 14 15 16

traveled a lot. Q.

And where did you travel to during

that time period? A.

I don't recall.

But regularly to the

United States. Q.

Where in the United States would you

travel? A.

New York, Miami, Los Angeles, also

Dallas. Q.

Do you remember signing any documents

relating to the capitalization transaction in

Dallas?

I don't recall.

Do you recall signing any documents

relating to the cap- -- the capitalization in

Los Angeles?

I don't recall.

Do you recall signing any documents

relating to the capitalization in Miami or

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 14 of 21

Page 111 1

New York?

I don't recall.

If you turn your attention back to the

first page of the agreement, the second page of

Exhibit 25, on the top half of the page do you

see the -- point number 2 referring to

shareholders not present at the meeting?

Yes.

Do you agree that that point says that

Sergio Hernandez was there as a representative

of the shareholders of Bantrab?

(Interpreter repeated the question.)

14 15 16

Could you repeat the question again?

In accordance to what it says here,

Do you know if Mr. Hernandez was

yes.

authorized by Bantrab's board of directors to

appear on behalf of the shareholders in

connection with this agreement?

I don't know.

If you look at the point above that,

point number 1, it refers to the G3 appearing in

their capacity as legal representatives of

Bantrab.

Do you see that?

Case 1:14-cv-23193-UU Document 138-8 Entered on FLSD Docket 09/29/2015 Page 15 of 21

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Yes.

Do you remember if you appeared at a

meeting referred to in this agreement as a legal

representative of Bantrab either individually or

together with Mr. Hernandez and Mr. Garcia?

I'm not a legal representative.

So is your testimony that you did not

appear at the meeting described in this

agreement as a legal representative of Bantrab?

10 11 12

No.

I do not have a legal

representation of Bantrab. Q.

Do you recall whether the board of

directors of Bantrab ever approved yourself,

Mr. Garcia, Mr. Hernandez appearing at the

meeting described in this document as legal

representatives of Bantrab?

No.

I don't recall.

Do you recall whether this document,

the Acuerdo de Entendimiento, was presented to

Bantrab's board of directors?

Again the question, please. (Interpreter repeated the question.)

I don't recall.

If you turn back to the last page of

the document.

The bottom signature, do you

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recognize that to be the signature of Ronald

Garcia?

Yes.

And the signature above where it says

"Sergio Hernandez," do you recognize that to be

the signature of Sergio Hernandez?

Yes.

When you signed this document, did you

sign it in your individual capacity or in your

capacity as a director or representative of

Bantrab?

12 13 14 15

I insist I have no legal

representation of the bank. Q.

So is your testimony that you signed

this document in your individual capacity?

Yes.

Can you please go back to Exhibit 22

which you looked at earlier.

page of that exhibit, which is the spreadsheet,

please.

Turn to the second

Now, having reviewed the Acuerdo de

Entendimiento, do you recognize this spreadsheet

to include in it estimates of amounts of money

that would be paid to yourself, Mr. Garcia and

Mr. Hernandez?

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I do not know.

Do you know if Mr. Hernandez has the

ability to sign documents as the legal

representative of Bantrab?

I don't know.

Mr. Liu, I'm handing you a document

previously marked as Exhibit 26.

that attaches certain pictures.

9 10

It's an e-mail

Please let me know when you've reviewed the document.

Yes.

Ready.

Now, be- -- actually, before I ask you

a question about that document, I have one more

question about the Acuerdo de Entendimiento that

we saw in Exhibit 25.

16 17

Do you have a copy of the Acuerdo de Entendimiento?

Yes.

And where did you -- where do you have

that copy?

I have must have it somewhere.

And is the way you received that

document originally as an attachment to the

e-mail that we saw in Exhibit 25?

I don't recall.

But in accordance

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with this, yes. Q.

And do you recall whether you printed

the document out and kept a physical copy?

Yes.

And can you say why you didn't produce

that document in this case?

I don't recall.

Do you know that you were asked to

produce that document in this case?

I don't recall.

Do you recall that you responded to

the request by indicating that you did not have

the document?

I recur- -- I recall that in that

occasion I was specific that in Acuerdo de

Entendimiento is something very usual and to

people who are involved in business.

never specified to me that they were referring

to this Acuerdo de Entendimiento.

20 21 22

It was

Can you go back to Exhibit 26 now,

please. THE WITNESS:

go to the restroom?

MR. ENCINOSA:

THE WITNESS:

Can we have a break to

Sure.

That's fine.

Thank you.

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and I reiterate my response at that time that as

a businessman I've signed many Acuerdos de

Entendimiento.

Did you sign many Acuerdos de

Entendimiento on May 2012 relating to a $20

million transaction with DHK Finance?

I'm not referring to that.

You only signed one Acuerdo de

9 10 11

Entendimiento that related to DHK Finance, correct? MR. ORTEGA:

Israel, I appreciate, and

I want to put this on the record, it is now

6:00 --

14 15 16

MR. ENCINOSA:

Can you do that after

he answers the question? MR. ORTEGA:

No.

I can't -- well, he

can answer the question.

doesn't even say "DHK Finance."

The document

With regard to putting this on the

record, it's now 6:22 p.m.

this deposition since 9:00 in the morning.

We've been at

If your question is whether the

document was or was not produced, you have a

copy of the document.

of the document.

You produced a copy

And whether the Court

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compels him to produce it again is of no

relevance.

question twice.

earlier today and he's now answered it

again.

He's already answered the He answered it for you

I don't mean to get into an argument,

but it's already, at this point, nine hours

into this deposition.

really a relevant area of inquiry and you're

I don't think this is

just simply wasting everybody's time.

MR. ENCINOSA:

speaking objection.

and I request that you not do it again.

14 15

question again that I asked earlier. (The requested portion of the record was read by the interpreter.)

18 19

MR. ORTEGA:

22 23

Objection.

Irrelevant.

Form.

20 21

I think it's improper

Can the court reporter please ask the

16 17

Omar, I object to your

You can answer the question, Mr. Liu. A.

In accordance to this, yes.

To Number

25, yes. Q.

Based on what you know today, is it

correct that the response to request for

production Number 26 should be changed to

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reflect that you have a document responsive to

this request?

3 4

MR. ORTEGA: and answered.

5 6

Objection.

Form.

Asked

Argumentative.

You can answer the question, Mr. Liu. A.

The way that you've stated it, now

that I've had this document presented to me, I

can say yes.

Mr. Liu, can you please turn back to

Exhibit Number 1.

the last page.

Yes.

And I'd ask you to turn to

Exhibit 1? It should be the very first one

we looked at today.

bottom.

It's probably at the

Number 18?

Actually, Mr. Liu, I'm going to ask

you another set of questions.

MR. ENCINOSA:

Omar, if you could help

him find Exhibit Number 1, I would

appreciate it.

Mr. Liu, what did you do to search for

documents to produce in response to Quantum's

request for production in this case?

Again, I didn't understand the

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Exhibit I

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Periodos Cartera Utilidad Margen Inversi贸n Capital Principio Periodo Capital Final periodo

1,200,000,000 36,000,000 3.0%

1,490,000,000 44,700,000 3.0%

1,857,000,000 46,425,000 2.5%

2,241,250,000 56,031,250 2.5%

2,711,562,500 67,789,063 2.5%

3,299,453,125 65,989,063 2.0%

3,869,343,750 77,386,875 2.0%

4,553,212,500 81,957,825 1.8%

5,272,790,750 84,364,652 1.6%

6,016,437,270 96,262,996 1.6%

20,000,000 100,000,000 120,000,000

29,000,000 120,000,000 149,000,000

36,700,000 149,000,000 185,700,000

38,425,000 185,700,000 224,125,000

47,031,250 224,125,000 271,156,250

58,789,063 271,156,250 329,945,313

56,989,063 329,945,313 386,934,375

68,386,875 386,934,375 455,321,250

71,957,825 455,321,250 527,279,075

74,364,652 527,279,075 601,643,727

Dividendo VIE

35% 7,000,000

40% 8,000,000

45% 9,000,000

50% 10,000,000

Cup贸n al VIE

12% 2,400,000

12% 4,611,000

12% 5,643,750

12% 7,054,688

12% 6,838,688

12% 8,206,425

12% 8,634,939

12% 8,923,758

Flujos al VIE

7,000,000

8,000,000

9,000,000

10,000,000

HS G3

3,500,000 3,500,000

4,000,000 4,000,000

4,500,000 4,500,000

5,000,000 5,000,000

G3 Amortizaci贸n

2,500,000

Total Flujos HS Balance

6,000,000 6,000,000

6,500,000 12,500,000

6,500,000 19,000,000

7,000,000 26,000,000

4,500,000 30,500,000

4,500,000 35,000,000

4,500,000 39,500,000

5,000,000 44,500,000

5,000,000 49,500,000

245,657,491 295,157,491

Total Flujos G3 Balance

1,000,000 1,000,000

1,500,000 2,500,000

1,500,000 4,000,000

2,000,000 6,000,000

4,500,000 10,500,000

4,500,000 15,000,000

4,500,000 19,500,000

5,000,000 24,500,000

5,000,000 29,500,000

245,657,491 275,157,491

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Exhibit J

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Exhibit K

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Exhibit L

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