Ronaldo Martins & Advogados

FOREIGN TRADE In the foreign trade area, our team can provide services as consultants or litigators. Our consulting services not only meet current requirements but also endeavor to detect future needs and ways to deal with them. A few examples of our services include identifying the correct classification of goods to minimize the tax burden and the customs regime that will minimize costs. If tax authorities serve a report of violation or diffidence on a client, we can file a challenge. Or we can request an advance opinion from tax authorities on an issue of interest. Х Taxation of Imports and Exports Х Customs Regulations Х Administrative Control Standards Х Nomenclature of the Harmonized System Х Classification for Tax Purposes Х Customs Valuation Code Х Transfer Pricing Х Special Customs Regimes Х International Agreements and Treaties_Mercosur Х Administrative Tax Proceedings (PAT) Х Requests for Advance Rulings (PAC)

ADMINISTRATIVE LAW Our professionals can help clients in all stages of the complex procedures involved in bidding for government contracts. This may include from analyzing the conditions applicable to a particular bid to drafting and filing administrative appeals. Х Bids Х Bidding Procedure Х Invitation to Bid Х Requests for Quotes Х Public Bid Х Auction Х Contest Х Public outcry Х Appeals in general Х Government Contracts

ENVIRONMENT PROTECTION LAW Brazilian environment protection law is becoming increasingly complex and we are ready to help our clients deal with it. Our approach focuses management and auditing, preparation of environmental diagnosis reports and proposing solutions that will both meet client needs and comply with existing laws. Dealings with Regulatory Agencies Х Ministry of the Environment and of the Legal Amazon Region Х National Environment System (SISNAMA). Х National Environment Commission (CONAMA). Х Brazilian Environment Protection Institute (IBAMA). Х Special Secretariat for Environmental Issues (SEMA) Х Area Offices. Х Section Offices. Х Local Offices. Adequacy to Conservation Unit Requirements Х Environmental Protection Area (APA) Х Area of High Ecological Interest (ARIE) Х Ecological Stations Х Forests Under Permanent Preservation Provisions Environmental Impact Studies and Evaluations Х Licenses from Environment Protection Authorities (EIA / RIMA) Х Public Civil Actions Х Theory of Liability Х Environmental Crimes Х Post-Consumption Liability Х Agreement for the Adjustment of Environmental Behavior

CIVIL LAW Our firm will act as attorneys for plaintiff or defendant in all kinds of civil and commercial actions involving contracts, default or damages. Х Debt Execution Х Collections Х Indemnities Х Damages Х Moral Damages

COMMERCIAL LAW A full range of commercial law services is available from Martins e Salvia. Our professionals are prepared to file petitions for bankruptcy or for court-supervised arrangements with creditors to prevent bankruptcy. Our people will help creditors assert their claims in bankruptcy proceedings. We can help a debtor obtain a debt reduction or additional time to pay a debt (or a combination of both) under a court-supervised arrangement. Х Bankruptcy Х Protection against Bankruptcy

CONSUMER LAW Preventively, the firm advises and acts, to help manufacturers, producers, builders, merchants, importers and service providers solve problems arising in their relationships with consumers. Vast experience in filing complaints, defenses and appeals involving individual or collective rights, in connection with judicial or administrative proceedings. Follow up on the action of government attorneys and civil associations in connection with consumer defense proceedings. Х Preventive action Х analysis of agreements Х offers Х publicity Х Litigation Х Consumer defense agencies Х Weights and measures authorities Х Civil investigations Х Individual and collective actions Х Federal, state and small claims courts

CONTRACT LAW We have a full-service contract law practice. Our team is prepared to draft a new contract or to construe an existing one. Our people are also prepared to provide services in connection with contract termination and rescission arising from invalid clauses or from invalidity of the contract as a whole. We have also developed significant expertise in several types of contract that are new to Brazilian law, such as know-how, franchising, factoring and arbitration. Х International Contracts Х Sales Agreements Х Technology Transfers Х Franchising Х Trademarks and Patents Х Foreign Labor Х Transfer Pricing Х Arbitration Х Representation and Distribution Х Domestic Contracts Х Sales Agreements Х Rental Х Commodate (Loan for Use) Х Leasing Х Real Estate Х Commercial Representation Х Distribution Х Deposits Х Technology Transfers Х Consignment Х Partnerships Х Franchising Х Factoring

CRIMINAL LAW The firm acts in cases involving counterfeiting, forgery, search and seizure of documents or products, larceny against companies, tax evasion crimes and crimes against the environment. Х Product Counterfeiting Х Forgery Х Search and Seizure Orders Concerning Documents and Products Х Misappropriation of Employer's Assets Х Tax Evasion Crimes Х Environmental crimes

FAIR-TRADE LEGISLATION Our team can help clients protect their interests under the unfair competition, restraint of trade and anti-trust laws. We can help clients in cases involving allegations of dumping and subsides, acting in the defense before the agencies with jurisdiction, especially through the applicable administrative procedures. Х Fair-trade law Х Violations of the economic order Х Abuse of economic power Х Antitrust Х Cartel Х Dumping Х Subsidies Х Safeguards and compensating measures Х Actions in restraint of trade Х Fair-trade agencies Х Secretariat of Fair - Trade Law Х Fair-Trade Defense Council - CADE Х Foreign Trade Secretariat - SECEX Х DECOM - Trade Defense Department

TAX LAW We can help our clients reduce their tax burden and prevent possible tax contingencies by preparing a preventive analysis of tax issues. Our office will also ascertain and recover tax credits, perform tax-planning services, provide assistance in connection with the establishment of special taxation regimes and also negotiate payment of back taxes in installments. In addition, we are active in M&A tax practice, corporate reorganizations as well in helping in succession and tax planning for family-owned companies. And our litigators can represent clients in any court in Brazil. Х Tax Planning Х Tax Consulting and Advisory Services Х Tax Audit / Tax Review Х Federal Taxes Х Corporate Income Tax (IRPJ) Х Individual Income Tax (IRPF) Х Withholding Tax (IRRF) Х Taxes of the "Contribution" Type (PIS, COFINS, CSLL, SAL. EDUC., SESI, SESC, SENAI) Х Social Security Contributions Х Financial Operations Tax (IOF) Х Rural Land Tax (ITR) Х Federal VAT/Excise (IPI) Х Fees and similar assessments Х State Taxes Х Vehicle Tax (IPVA ) Х Estate and Gift Tax (ITCMD) Х State VAT (ICMS) Х Fees and similar assessments Х Local Taxes Х Conveyance Tax (ITBI) Х Service Tax (ISS) Х Urban Property Tax (IPTU) Х Fuel Tax (IVVC) Х Fees and similar assessments Х Administrative Tax Proceedings - PAT Х Requests for Advance Rulings - PAC Х Special Regimes Х Classification for Tax Purposes Х Tax Issues in Mergers, Acquisitions and Split-ups. Х Taxpayer defense

CORPORATE LAW Martins e Salvia will help companies set up a successful operation in Brazil. This includes assistance in selecting most suitable form of organization and then preparing and filing the necessary documents. Our team will also help drafting and amending organization documents. In addition, we are prepared to provide assistance with floating debentures and M&A. Our services include legal due diligence audits and registration of foreign investments at the Central Bank of Brazil. Х Business organizations in general Х Corporations, limited liability companies and other forms of business organization Х Organizational documents Х Form and Registration Х Shareholders' Agreements Х Boards of Directors, Boards of Supervisor and Executive Officers Х Corporate governance Х Minority Shareholders Х M&A, Split-ups, Split-offs Х Joint-Ventures Х Debentures Х Regulatory Agencies Х Brazilian Securities and Exchange Commission (CVM) Х Central Bank Х National Bank for Economic and Social Development (BNDES) Х Stock Exchanges Х Sуo Paulo Commodities and Futures Exchange (BM&F)

LABOR LAW Our labor law practice is full and complete. We are prepared to provide services in connection with individual or collective labor agreements, outsourcing, occupational safety and other issues. Our office is also active in litigation both appearing in court to defend the interests of our clients and filing challenges and appeals in connection with administrative proceedings. Х Consulting and Advisory Services Х Administrative and Court Litigation (Employers' Attorneys) Х Collective Labor Agreements Х Individual Labor Agreements Х Labor Agreements in General Х Cooperatives Х Outsourcing Х Group Х Labor Administration and Occupational Safety

MONEY AND CAPITAL MARKETS Martins e Salvia provides legal consulting services to Brazilian and foreign companies in connection with money and capital markets, investment funds, remittances in Brazilian reais, direct investments and settlement of conflicts with government agencies with jurisdiction over the financial system. Х Brazilian Financial System Х Central Bank Х Purposes Х Jurisdiction Х Appointment of conservators and liquidators for financial institutions Х Private Banks Х Typical Agreements Х Banking Secrecy Х Operations Х Money and capital markets Х Foreign capital in Brazil Х Legal status of foreign investors Х Direct investments Х Investments in the money and capital markets Х International reais transfers Х Access to non-residents Х Mutual investment funds Х Taxation in the money and capital markets Х Conflict solution system Х Administrative procedures at the Central Bank Х Administrative procedures at the Brazilian Securities and Exchange Commission (CVM) Х Appeals to the Brazilian Financial System Board of Appeals Х Central Bank inspectors

INDUSTRIAL AND INTELLECTUAL PROPERTY Our firm also provides a full range of services in the intellectual and industrial property rights area. This includes trademark and patent protection, franchising, software registration, domain name registration, industrial design registration, technology and know-how transfer agreements. We will prepare legal opinions or agreements, register agreements with Brazilian authorities and represent clients in administrative or legal proceedings. Х Copyright law Х Intellectual works Х Authors' rights Х Transfers of author's rights Х Computer systems law Х Software Х User guarantees Х Legal software and software piracy Х Copyright protection Х Royalty payment Х Taxation of software purchases, distribution and marketing operations Х Law in the digital era Х Internet Х Domain names Х Computer crime Х Cyberspace Х E-Commerce Х Intellectual property Х Trademarks Х Patents Х Technology Transfers Х Trips - Trade-Related Intellectual Property Rights Х Industrial Design X Figurative and Tri-Dimensional Marks X Copyrights Х Intellectual property and competition Х Antitrust controls over intellectual property Х Advance protection and provisional remedies in intellectual property issues Х Precedence Х Arbitration

BUSINESS ETHICS, CULTURAL PROJECTS, SOCIAL RESPONSIBILITY AND CORPORATE GOVERNANCE The firm offers full legal advisory services for companies developing or intending to implement programs related to the subjects above. Amongst the various services provided by Martins e Salvia Advogados, the following ones deserve to be emphasized: Х Ethics and Social Responsibility - Consulting services for the adoption of ethics policy and social responsibility; - Ethical audit and social due diligence; - Preparation and implementation of Code of Ethics and Ethics Commission; - Training, in company courses and internal awareness of ethics; - Consulting services aiming at compliance with the legislation social requirements; - Preparation of "social clauses" in contracts; - Creation and organization of foundations, social entities and cultural institutes, as well as the acquisition of public utility certificates; - Preparation of Social Balance Sheet and social responsibility reports; - Legal advisory services in the area of volunteer programs, in order to avoid labor matters; - Adequate tax treatment of the social investments. Х Culture - Legal consulting services in the area of cultural projects encouraged by the Rouanet Law; - Preparation of contracts related to cultural projects; - Wide range of legal consulting services on cultural projects, including copyright. Х Corporate Governance - Compliance with the corporate governance requirements; - Stock Exchange Company Level 1 or Company Level 2 programs; - Compliance of the Brazilian Companies with the American Sarbanes-Oxley (SOx) Act.

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