THE LAW FIRM. The firm regularly invests in updating the knowledge and experience of its professionals.

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THE LAW FIRM PELUSO, STÜPP E GUARITÁ ADVOGADOS is a structured law firm providing labor, tax, social security, corporate, contractual and civil legal services, focused on both consulting matters and

2 THE LAW FIRM PELUSO, STÜPP E GUARITÁ ADVOGADOS is a structured law firm providing labor, tax, social security, corporate, contractual and civil legal services, focused on both consulting matters and administrative and judicial litigation. The firm regularly invests in updating the knowledge and experience of its professionals. PSG undertakes a close relationship with the clients, which allows it to fully know all the procedures to be observed and to integrally analyze the variables involved in each concrete situation, offering, thus, personalized answers. It is important to understand the business of those who consult us and be able to collaborate with the management under a legal point of view. The firms work is focused on agile, with permanent and safe orientation, through a careful analysis of the business activities, aiming to proactive solutions that allow the optimization of results. PSG has complete operational infrastructure, upholding partnerships and relationships with specialized firms in other practice areas and in other regions of the country, always prioritizing excellence in the service rendered.

PRACTICE AREA LABOR Assistance in advisory and litigation matters, in all labor administrative and judicial instances; Analysis and preparation of employment agreements for employees and executives;

3 PRACTICE AREA LABOR Assistance in advisory and litigation matters, in all labor administrative and judicial instances; Analysis and preparation of employment agreements for employees and executives; Guidance for the hiring of foreign employees, as well as for the transfer of employees abroad; Assistance for the concession of fringe benefits, stock option plans, and preparation of executives compensation plans, with labor, tax and social security treatment analysis; Preparation and review of internal policies and codes of conduct; Assistance in collective bargaining with unions for the establishment of collective bargaining agreements, involving an equity and profit sharing plan, time bank and other collective matters. Guidance and assistance in a roundtable discussion at the Regional Labor Offices; Defense of companies in labor claims proposed by employees or unions; Defense of companies in the preparatory procedure and public civil action proposed by Labor General Attorney Office; and Defense of the companies in administrative process arising out an infraction notice drawn up by the Regional Labor Office.

PRACTICE AREA SOCIAL SECURITY Assistance in advisory and litigation matters, in all social security administrative and judicial instances; Assistance and legal consultancy on matters related to

4 PRACTICE AREA SOCIAL SECURITY Assistance in advisory and litigation matters, in all social security administrative and judicial instances; Assistance and legal consultancy on matters related to social security contributions and third parties; Filing of judicial and administrative measures aiming the release of social security contributions; Defense of companies in administrative proceedings arising out an infraction notice in social security matters; and Defense of companies in process that involves social security issues.

$PRACTICE AREA TAX Assistance in advisory and litigation matters, in all tax administrative and judicial instances; Preparation of challenge to infraction notice, nonconformity defense, administrative$

5 PRACTICE AREA TAX Assistance in advisory and litigation matters, in all tax administrative and judicial instances; Preparation of challenge to infraction notice, nonconformity defense, administrative defense and appeal; Provision of tax consultancy services, preparation of tax opinions and legal opinions; Analysis of tax repercussions arising out corporate restructuring, spin-off, merger and acquisition; Conducting administrative litigation before CARF (Administrative Council of Tax Appeals), TIT (Taxes and Fees Court), and State and Municipal Taxpayers Councils; Study, feasibility analysis and tax planning and succession planning; Assistance on administrative consultation, special regime and tax incentive; Compensation guidance, sponsorship of restitution request and tax credit analysis; Monitoring and assistance before federal, state and municipal inspection procedures; and Identification and management of tax contingencies and liabilities.

PRACTICE AREA CORPORATE Assistance on the incorporation of legal entities; Assistance on the companies restructuring; Assistance in incorporations, mergers and acquisitions; Assistance in the sale

6 PRACTICE AREA CORPORATE Assistance on the incorporation of legal entities; Assistance on the companies restructuring; Assistance in incorporations, mergers and acquisitions; Assistance in the sale and purchase of equity interests and transfer of assets; Preparations of bylaws, articles of incorporation, quota holder and shareholder agreements; Drafting of minutes, agreements and other corporate documents; Assistance and preparation of business agreements; Assistance in the regularization of foreign investments; and Business structuring.

PRACTICE AREA CIVIL AND COMMERCIAL Assistance in the analysis, preparation and review of several civil and commercial agreements; Consultancy focused on litigation prevention, negotiation of

7 PRACTICE AREA CIVIL AND COMMERCIAL Assistance in the analysis, preparation and review of several civil and commercial agreements; Consultancy focused on litigation prevention, negotiation of extrajudicial settlement and solutions; Conflicts resolution, with action in all levels of the Judiciary Power, including Superior Courts; Extensive work in the Civil and Corporate Law areas, in lawsuits arising out commercial transactions and business disputes, especially in the following areas: Civil Liability; Indemnity Lawsuits concerning material and moral damage; Real estate claims involving leasing and purchase and sale of real estate, possession related actions in general; Expropriations. Lawsuits arising out corporate disputes; Credit recovery; Judicial recovery and bankruptcy; Consumer Law; Banking Law; Agribusiness; Succession; Demands involving public service concessionaires; Administrative impropriety action and public civil action; and Arbitration.

8 FOUNDING PARTNERS FERNANDO ROGÉRIO PELUSO PSG partner after more than 7 years experience in another firm s Labor Law team. Bachelor of Laws (LL.B.) by Pontifical Catholic University of São Paulo (Pontifícia Universidade Católica de São Paulo) PUC/SP, Labor Law Specialist by University of São Paulo (Universidade de São Paulo) USP/SP and Labor Law Master by Pontifical Catholic University of São Paulo PUC/SP. In addition, he successfully completed Insper Compliance Course. Labor Law: Impacts on Business Management course Coordinator and LLC course professor, both at Insper. Latu sensu labor law post-graduate professor for more than ten years at Pontifical Catholic University of São Paulo. Member of AATSP São Paulo Labor Lawyers Association (Associação de Advogados Trabalhistas de São Paulo) and the Brazilian Bar Association São Paulo Section (OAB-SP).

FOUNDING PARTNERS JOSÉ UBIRAJARA PELUSO PSG partner after many years experience in Mesquita Barros Advogados Labor Law team, where he also exercised the position of Chief Legal Officer.

9 FOUNDING PARTNERS JOSÉ UBIRAJARA PELUSO PSG partner after many years experience in Mesquita Barros Advogados Labor Law team, where he also exercised the position of Chief Legal Officer. Labor Judge retired by the Labor Regional Court of Campinas (15th Region). Bachelor of Laws (LL.B.) by Guarulhos University (Universidade de Guarulhos), Labor Law Specialist and Master student at Pontifical Catholic University of São Paulo (Pontifícia Universidade Católica de São Paulo) PUC/SP. Labor Law Coordinating professor at Pontifical Catholic University of São Paulo PUC/SP, from 1980 to In 2013, he was granted with the title of Commander (Comendador) by the Labor Regional Court of São Paulo (2nd Region). Member of the Mercosul Labor Law Institute, as well as AATSP São Paulo Labor Law Association (Associação de Advogados Trabalhistas de São Paulo) and the Brazilian Bar Association São Paulo Section (OAB-SP).

FOUNDING PARTNERS MARCELO GUARITÁ BORGES BENTO PSG partner after 12 years experience in another firm s Tax Law team, where he also exercised the position of Chief Legal Officer. Bachelor in Laws (LL.

10 FOUNDING PARTNERS MARCELO GUARITÁ BORGES BENTO PSG partner after 12 years experience in another firm s Tax Law team, where he also exercised the position of Chief Legal Officer. Bachelor in Laws (LL.B.) by the Pontifical Catholic University of São Paulo (Pontifícia Universidade Católica de São Paulo) PUC/SP, and State Law Master by the same Institution. Board of Directors member of GSR7 Serviços para Tecnologia da Informação S/A (incorporated by Bematech S/A) from 2006 to Extended education in Accounting Applied to Law as well as in Corporate, Succession and Tax Strategies, both at Getúlio Vargas Foundation Law School (Escola de Direito da Fundação Getúlio Vargas) FGV-GVLAW. Extended education in Tax Legislation for the Real Estate Market at Secovi University (Universidade Secovi) SP. Former Official Director of the Municipal Tax Council of São Paulo-SP and current member of the Law and Regulations Committee of the Brazilian Rural Society (Sociedade Rural Brasileira) and of the Brazilian Rural Society Arbitration Chamber (Câmara de Mediação e Arbitragem da Sociedade Rural Brasileira) (CARB). Guest Professor of Economics and Business Management (Pecege) Continuing Education Program at Esalq/USP. Member of the ABDT Tax Law Brazilian Academy (Academia Brasileira de Direito Tributário), of the Brazilian Bar Association São Paulo Section (OAB-SP), Brazilian Bar Association Minas Gerais Section and AASP São Paulo Lawyers Association (Associação dos Advogados em São Paulo).

11 Av. Angélica, th floor São Paulo SP - ZIP Code

INNOVATION AND EMERGING TECHNOLOGY IN BRAZIL SOUZA, CESCON, BARRIEU & FLESCH ADVOGADOS SÃO PAULO RIO DE JANEIRO BELO HORIZONTE BRASÍLIA SALVADOR

INNOVATION AND EMERGING TECHNOLOGY IN BRAZIL SOUZA, CESCON, BARRIEU & FLESCH ADVOGADOS SÃO PAULO RIO DE JANEIRO BELO HORIZONTE BRASÍLIA SALVADOR INNOVATION AND EMERGING TECHNOLOGY IN BRAZIL This guide