ALESSANDRA MARTINS DE SOUZA

R U A C A C O N D E 4 3 7 A P 4 1 ndash J A R D I M P A U L I S T A ndash 0 1 4 2 5 - 0 1 1 - S Atilde O P A U L O - S P T E L E P H O N E + 5 5 ( 1 1 ) 9 6 8 1 1 - 6 7 1 6 bull E - M A I L a l e s s a n d r a s o u z a g m a i l c o m

PERSONAL INFORMATION

Brazilian citizen 36 years old Admitted to the Brazilian Bar Association Chapter of Satildeo Paulo (OABSP) under no 234579 LinkedIn httpswwwlinkedincominalessandramartinsdesouzaen

ACADEMIC BACKGROUND

LLM in Corporate Law Insper Instituto de Ensino e Pesquisa (formerly known as IBMEC Satildeo Paulo) Concluded in 2009 Graduated in Law Law School of University of Satildeo Paulo Concluded in 2004

IDIOMS

English ndash Fluent (reading writing and conversation) French ndash Intermediary (reading writing and conversation)

SUMMARY

With over 15 years of experience in Corporate Law Alessandra deals with corporate governance mergers and acquisitions corporate reorganization legal due diligence and joint ventures Alessandra has extensive experience in the corporate consulting area assisting various transactions as well as day-to-day activities such as drafting legal documents for national and foreign limited liability companies and corporations drafting of legal opinions and other legal documents Experience in mergers and acquisitions transactions (MampA) coordination of the due diligence procedures and drafting of relevant legal documents for such deals (LOI MOU share purchase agreements and shareholders agreements) corporate succession planning spin-offs and mergers of companies She has advised national and foreign clients in the set-up of new businesses and the incorporation of new companies in Brazil She has advised companies in the preparation for IPO in the issue of stock and in bond issues and has conducted gap analysis of corporate governance best practices

PROFISSIONAL EXPERIENCE

Azevedo Sette Advogados February 2016 ndash present Senior Associate Areas of Practice Corporate Law MampA and contracts Senior Associate responsible for MampA projects corporate law and contracts

matters Corporate Lawyer May 2015 ndash February 2016

Legal assistance to Cosmocel SA in Brazil Assistance to corporate clients in the real estate agribusiness and other

industries Woiler amp Contin Advogados August 2013 ndash May 2015

Senior Associate

Areas of Practice Corporate Law MampA Senior Associate responsible for the coordination of the Corporate Law team

and coordinator of MampA transactions Loeser e Portela Advogados (PwC Brasil) July 2010 ndash July 2013

Manager Areas of Practice Corporate Law and Corporate Governance Manager of the Corporate Law team also responsible for Corporate

Secretarial Services Corporate Governance Corporate Reorganization Loeser e Portela Advogados (PwC Brasil) July 2008 ndash June 2010

Senior Attorney Areas of Practice Corporate Law and Corporate Governance

Loeser e Portela Advogados (PwC Brasil) October 2006 ndash June 2008

Full Attorney Areas of Practice Corporate Law and Corporate Governance

Amaral Gurgel Advogados March 2005 - October 2006

Junior Attorney Areas of Practice Corporate Law and Contracts

Amaral Gurgel Advogados November 2003 - March 2005

Trainee Areas of Practice Corporate Law and Contracts

Suchodolski Advogados Associados November 2000 - October 2003

Trainee Areas of Practice Corporate Law MampA and Contracts

SUMMARY OF PROJECTS

Azevedo Sette

MedicineHospital Seller-Side lawyers in the sale of Grupo IMEDI to Grupo Ghelfond Responsible for negotiating the conditions of the sale Drafting of Sale and Purchase Agreement and ancillary agreements Intermediation in the negotiation with minority shareholder (httpexameabrilcombrblogsprimeiro-lugar20160715grupo-de-diagnostico-ghelfond-compra-imedi)

Banking Seller-Side in the sale of Banco Gerador SA to Agiplan Atribuiccedilotildees Responsible for negotiating the conditions of the sale Drafting of Sale and Purchase Agreement and ancillary agreements Assistance with regulatory issues related to the Central Bank of Brazi (httplatinlawyercomnewsarticle49700souza-berger-azevedo-sette-steer-brazil-bank-buy) Woiler amp Contin

Technology Industry Venture capital transaction Responsible for the negotiation of the conditions of investment of my client in a Brazilian start-up Coordination of the due diligence review and delivery of due diligence report Reviewdrafting of agreements (Master Agreement Convertible Loan Agreement Amendment to the Articles of Association etc)

Energy Industry Joint Venture transaction for the first public bid for solar energy in Brazil Structuring of the joint venture between our client and a foreign energy company for the

developing of solar business in Brazil Drafting of the Investment Agreement and Shareholdersrsquo Agreement The transaction involved technical complexities that required adjustment to comply with the conditions of the bid

Forestry Industry Purchase and Sale of Companies and Rural Lands (for the buy-side) Negotiation of the extension of the closing of the transaction (conditions for the release of amounts held in escrow) Coordination of the due diligence in all controlled companies of the sellers Review and delivery of due diligence report Drafting of corporate documents and agreements (Amendment to the SPA Amendment to the Escrow Agreement Side Letter for the Release of Escrow Amounts etc)

Agribusiness Industry Purchase and Sale of assets of genetic research and development company (for the buy-side) Coordination of the due diligence Review and delivery of the due diligence report Leading negotiator of the transaction Responsible for structuring the transaction Reviewdrafting of the agreements The transaction was very complex because the main assets were rights over a germplasm genetic bank

Real Estate Industry Two transactions involving the saletransfer of quotas of the civil pro indiviso condominium of WTC-SP and the saletransfer of debentures negotiated at CETIP Negotiation of both deals for the holders of quotas of WTC-SP (sell-side) Drafting of agreement and review of public deeds Coordination of the procedures for the contributions of the quotas as increase of corporate capital of a foreign company Coordination of the procedures for the purchase and sale of debentures

Agribusiness Industry Purchase and sale of pig iron facility in Minas Gerais (sell-side) Drafting of agreements and review of public deeds Coordination of the registration procedure of all documents (especially those related to in rem guarantees) Coordination of the closing Loeser e Portela (PwC Brasil)

Manager responsible for the corporate law team in all due diligences Coordination of the corporate lawyers in the data-room analysis of the red-flag issues and review of the final report

Manager responsible for the drafting of legal opinions for large corporate groups undergoing corporate reorganizations (especially those involving spin offs and mergers resulting in goodwill for tax planning)

Manager assigned to projects of gap analysis and implementation of best practices of corporate governance jointly with PwC Brasil team in clients such as G Barbosa (currently Cencosud) Banco do Brasil Frangos Canccedilatildeo among others

Manager responsible for the corporate secretarial services practice of large corporate groups such as Tyco Electronics Parker Hannifin and NTT Data

Manager responsible for the implementation of all corporate reorganization resulting from the association of Ricardo Eletro and Lojas Insinuante (Maacutequina de Vendas)