Rafael A. Castro, III Work: (305) ; I-phone: (703) ; Fax: (786)

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1 Rafael A. Castro, III Work: (305) ; I-phone: (703) ; Fax: (786) EDUCATION LL.M., Transnational Business Practice, University of the Pacific, McGeorge School of Law, 1994 J.D., Stetson College of Law, 1993 B.A., Political Science, Stetson University, 1989 Diplôme Supérieur D Etudes Françaises, Université de Bourgogne, 1990 ADMITTED TO PRACTICE Member of the Bars of New York, Florida, and District of Columbia (Inactive) Member of the US District Court (Southern District of Florida) and the US Circuit Court of Appeals (Eleventh Circuit) FOREIGN LANGUAGES Fluent in Spanish, Portuguese, and French; Conversant in Italian; Learning Arabic. Drafted contracts and negotiated project agreements in Spanish, French and Portuguese. EXPERIENCE STATEMENT Rafael is a versatile attorney with a unique international background and sixteen (16) years of legal experience. He possesses a wide-range of corporate, M&A, commercial, infrastructure development, project finance, and private equity experience in cross-border transactions. He usually acts (i) for project sponsors and developers in connection with the development, financing, and implementation of international oil and gas and power projects, and (ii) for multi-national companies in connection with international corporate work (e.g., M&A and international share or asset acquisitions) in the energy and telecom industries. He has lived and worked abroad in Europe (London, Barcelona, Paris), Latin America (Sao Paulo), and the Middle East (Abu Dhabi), and has a diverse cultural and multi-lingual background, which includes being fluent in Spanish (native), Portuguese and French. Rafael also possesses a substantial amount of state and federal pre-trial and appellate litigation experience, including having won a landmark (US) federal appeal in a complex international case. WORK EXPERIENCE Law Offices of R. Castro, III (Miami, FL; Solo Practice) Oct to Present Providing a full-service practice focusing on (i) state and federal appeals 1 and (ii) a myriad of corporate, commercial, probate, US immigration, and US regulatory matters, such as (A) acquisitions of distress assets or companies, (B) the drafting and negotiation of joint ventures and strategic alliances, franchises, executive employment agreements, and commercial leasing transactions, and (C) OFAC and FCPA compliance. See Annex D (Part I) below for a detailed description of Significant Representations and my Linked In profile for some recommendations from colleagues and clients. 2 1 See 2 See 1

2 Simmons & Simmons ( S&S ) (London & Abu Dhabi) May 2007 to Sept Worked in London as a senior associate in the Global Infrastructure Development and Project Finance Group of S&S ( Projects Group ), handling numerous high-profile infrastructure development and project finance transactions relating to power or oil and gas (see Annex A below), as well as handling most of the cross-border M&A and corporate work relating to energy and infrastructure matters. Pitched, actively, for work and was continuously engaged in business development for the Projects Group. Managed local counsel on high-profile cross-border transactions. Billed 2,400 hours in 2007 and received the highest appraisal and bonus in the Projects Group and was promoted and transferred by S&S (London) to its Abu Dhabi office to help strengthen the Projects Group offering in the Gulf region. Obtained work experience in Abu Dhabi, Qatar, and Dubai and familiarity with the Middle East culture. Developed a US regulatory (OFAC compliance) practice for S&S, in which I prepared OFAC compliance opinions, provided extensive training for clients, and prepared OFAC compliance plans that included risk management protocols. Resigned, on good terms, to take care of personal issues (e.g., divorce and taking care of my father, who had terminal colon cancer and who passed away on September 19, 2010). See Annex A below for a detailed description of Significant EMEA (Project Finance and Corporate) Transactions. R. Castro & Associates, PLLC (Miami, FL; Solo Practice) Jan to April 2007 Provided a full-service practice and advised on a myriad of corporate, commercial, US immigration, international tax, state and federal court litigation, and arbitration matters. Engaged by (3) three different Florida companies to act as general counsel for the purpose of handling all corporate, commercial and litigation matters; attended Board of Directors meetings and worked very closely with the CEO s of said companies. Litigated for (5) five years in federal court, including two appeals to the US Court of Appeals (Eleventh Circuit). My appeal in SME Racks v. Sistemas Mecanicos Para Electronica, 382 F.3d 1097 (11th Cir. 2004) (reversed a forum non conveniens dismissal from the District Court, Southern District of Florida) created a landmark precedent and changed the law on forum non conveniens dismissals involving American plaintiffs. See Annex D (Part II) below for a detailed description of Significant Representations. Teledata Informaçoes & Tecnologia, S.A. (São Paulo) June 2001 to Dec Handled all corporate, commercial and litigation matters, acting as in-house counsel for this Brazilian company, during my last six months of working abroad in Brazil. See Annex D (Part II) below for a detailed description of such representation. Clifford Chance ( CC ) (São Paulo, Brazil) January 2001 to May 2001 Handled international corporate and project finance transactions for high profile clients, including acting as lead attorney in the Cubatão Project for Petrobras and in a vendor financing for Alcatel, which included drafting and negotiating an EPC services contract. Reviewed and drafted contracts in Portuguese and managed local (Brazil) counsel in respect of complex international issues. Resigned to work in-house for Teledata Informaçoes & Tecnologia, S.A., a Brazilian company, since it was the most effective means of perfecting my Portuguese. See Annex B below for a detailed description of Significant Representations. 2

3 Greenberg Traurig ( GT ) (Miami, FL) Jan to December 2000 Acted for multinational clients in the telecommunications industry in structuring and developing international acquisitions, joint ventures and/or strategic alliances in Central and South America. I was one of two senior associates handling all of the complex international corporate and M&A work for Telefónica Internacional, S.A. and its subsidiaries. Led the review, drafting and negotiation of all of the Spanish language project development agreements on the high profile project Sam-1 the Americas Global Network. Lead attorney in charge of managing local counsel in Latin America in respect of complex international issues. Resigned to join Clifford Chance for a six-month period in order to perfect my Portuguese language skills (while working abroad in Brazil) and to work on project finance deals. See Annex C below for a detailed description of Significant Representations. Thelen Reid & Priest ( R&P ) (Wash. DC) April 1997 to Dec Acted for multinational clients in connection with the development and financing of independent power projects ( IPP ) in Central and South America (primarily cogeneration projects). Responsible for drafting bid and project documents in Spanish on all IPP transactions. Drafted, in French, parts of the power purchase agreement, and drafted and negotiated, in French, the Coal Supply Agreement, for the Jorf Lasfar Project as a junior associate. (This project was voted Project of The Year 1998 by Project Finance International. See Annex A below for a description of this transaction.) Resigned to join Greenberg Traurig because my grandfather passed away and my family needed me in Miami. See Annex B below for a detailed description of Significant Representations. Aballi, Milne, Kalil & Garrigo (Miami, FL) August 1995 to Nov Worked primarily as a litigation associate (about 85% of work) representing Spanishspeaking clients from Latin America; also worked as a corporate/commercial associate (about 15% of work). Resigned and moved to New York to seek out jobs in international law firms with a heavy concentration of international corporate and projects work. Intentionally omitted Significant Representations. Bufete Cuatrecasas (Barcelona, Spain) May 1993 to December 1993 Did an externship in such Spanish law firm (which was part of the Mc George School of Law L.L.M studies) in order to hone my Spanish law corporate skills and my drafting skills in Spanish. Wrote dissertation in comparative law (which was necessary to graduate from Stetson Law School) while working in Barcelona at such Spanish law firm. Intentionally omitted Significant Representations. 3

4 ANNEX A SIGNIFICANT (PROJECT FINANCE AND CORPORATE) EXPERIENCE IN THE EMEA REGION INCLUDES: Project Dakar (Working for S&S/London) Acted for and advised Citadel Capital S.A.E. and its subsidiaries (NOPC and Logria) in connection with the US$868 million acquisition of Rally Energy Corp., a listed Canadian company that owned oil and gas reserves in Pakistan and Egypt, including advising on the borrowing-base acquisition loan facility and all matters related to the mezzanine financing and the restructuring of the acquisition vehicle. I was the lead attorney in charge of the closing relating to the corporate restructuring of the acquisition vehicle; drafting and negotiating most of the project agreements on this transaction; liaising with Canadian, Pakistani and Egyptian counsel; and managing and supervising junior associates on this deal. Jorf Lasfar Project (Working for R&P/DC) Acted for and advised CMS Energy Corp. as project sponsor in the development and project financing of a US$ 1.5 billion, 1,200MW coal-fired power plant near Casablanca, Morocco. Drafted, in French, the power purchase agreement and drafted and negotiated, in French, the coal supply agreement; also drafted and reviewed all project and security documents and reviewed and commented on the financing documents. (This project was voted Project of The Year 1998 by Project Finance International.) ADMSC Project (Working for S&S/Abu Dhabi) Acted for and advised Mubadala in connection with the negotiation of a US$900 million military aircraft maintenance, repair and overhaul services joint venture agreement to be entered into with a US defence contractor, including the drafting and negotiation of all ancillary support and supply contracts (e.g., support contract with the UAE Armed Forces). Isle of Grain Project (Working for S&S/London) Acted for and advised La Societé Sonatrach in connection with its rights in respect of primary and secondary LNG re-gasification capacity at the Isle of Grain Terminal (UK), including negotiating with the operator the Standard and General Terms Contracts and drafting and negotiating all secondary capacity access contracts and advising on their impact on the primary shipper s rights. PfR Project (Working for S&S/London) Acted for and advised a wholly-owned subsidiary of the Carbon Trust, in connection with the drafting and negotiation of a bespoke joint venture agreement for the development and ongoing management of 500MW of (on-shore wind) renewable energy projects. (Largest renewable project to be developed on UK land). OKLNG Project (Working for S&S/London) Acted for 4Gas Holding B.V., an LNG trader and owner of LNG terminals, in connection with the negotiation of an SPA for the purchase of LNG capacity at the Olokola LNG Gas project facility, including providing English law advice as to the mitigation of damages arising from the failure to comply with a take-or-pay obligation supported by a parent guarantee. Egyptian JVTA Transaction (Working for S&S/London) Acted for and advised Pico International Petroleum in all matters relating to a high profile US$50 million joint venture termination agreement ( JVTA ) between its Egyptian subsidiaries and several subsidiaries of Halliburton, a US-based supplier of oil and gas services. Responsible for drafting and negotiating the JVTA and ancillary documentation and for effecting a pre-closing restructuring of its subsidiaries shareholding in the joint venture, using separate BVI companies. Nabucco Project OFAC Compliance Advice (Working for S&S/Abu Dhabi) Provided OFAC compliance advice to, and prepared a legal opinion for, Nabucco LWG in connection with the US$10.9 billion Nabucco project in respect of whether the delivery of gas to project shippers posed OFAC compliance risks under the Iranian Transactions Regulations. 4

5 ANNEX A ( Continued) SIGNIFICANT (PROJECT FINANCE AND CORPORATE) EXPERIENCE IN THE EMEA REGION INCLUDES: Sihanoukville IPP Project (Working for S&S/London) Acted for and advised Datang International Power Co. in connection with the purchase of an equity interest in a 200MW coalfired power plant in Sihanoukville, Cambodia, including reviewing and commenting on all of the project development contracts, such as the PPA, the EPC contract, the implementation agreement, and the IPP project development and shareholders agreement, inter alia. Alentejo Project (Working for S&S/London) Acted for and advised the financial advisor to the mandated lead arrangers in connection with a road project financing in Portugal, including reviewing the onshore and offshore security package, reviewing and drafting all Portugueselanguage project documents, and commenting on interface issues between those agreements and the common terms (loan facility) agreement. OFAC Compliance Advice to Middle East Clients (Working for S&S/Abu Dhabi) Developed a US regulatory practice for S&S, advising Middle East clients in relation to compliance with the country-based and list-based sanctions regulations of the Department of the Treasury s Office of Foreign Assets Control ( OFAC ). My practice included preparing legal opinions in respect of transactions posing OFAC compliance risks, drafting OFAC compliance plans that included risk management protocols to enable said clients to become compliant with the OFAC sanctions programs in respect of Iran, Sudan and Syria, and providing extensive training to clients in respect of compliance with the OFAC sanctions programs. Oryx Project (Working for S&S/Abu Dhabi) Acted for and advised Quatar Petroleum in connection with a sensitive and high profile legal due diligence consisting of the review and analysis of the project agreements relating to a gas-to-liquids plant in Qatar to determine how the project should be restructured under a commercial agreement between the parties; led the due diligence team, interviewing executives of both parties as to the transaction and preparing reports of findings, and drafted the Executive Report to the general counsel advising as to how the commercial terms of the project should be restructured. Standard Terms of Sale (Working for S&S/Abu Dhabi) Acted for and advised a multi-national company in Dubai in respect of the drafting of new standard terms and conditions of sale in connection with its sales into the US market through its US subsidiary and a independent distributor. EAR Compliance Advice (Working for S&S/Abu Dhabi) Provided US regulatory compliance (BIS/EAR) advice regarding the purchase of dual use military aircraft under and in connection with the US$900 million ADMSC Project (See supra, p.4). PPA Privatization (Senegal) (Working for R&P/DC) Acted for and advised a multi-national company in connection with the first privatized power plant in Senegal. Drafted the power purchase agreement in French. Oil and Gas (Ivory Coast) (Working for R&P/DC) Acted for and advised a multi-national company in connection with the development of an oil and gas exploration project in Abidjan. Drafted, in French, the sale and purchase agreement and assisted with the drafting of other ancillary documentation relating to other aspects of the upstream project. World Bank Privatization (Madagascar) (Working for R&P/DC) Drafted, in French, cahiers des charge for a World-Bank backed telecommunications privatization. 5

6 ANNEX B SIGNIFICANT (PROJECT FINANCE AND CORPORATE) EXPERIENCE IN LATIN AMERICA MOSTLY IN RESPECT OF ENERGY TRANSACTIONS - INCLUDES: Cubatão Project (Working for CC in Brazil) Acted for and advised Petrobras, as lead attorney, in relation to its participation in the Cubatão gas-fired cogeneration project in the State of São Paulo, Brazil. Reviewed, drafted and negotiated all of the project agreements (including reviewing and drafting, in Portuguese, the quotaholders agreement) as well as the subordinated debt agreement. Miravalles III Project (IDB) (Working for R&P/DC) Advised the Inter-American Development Bank and B-Loan participating lenders in the financing of a 27.5MW geothermal facility in Bagaces, Costa Rica, including structuring and drafting the fideicomiso or trust arrangements that secured the key project assets. Dominican Republic, San Pedro de Marcoris Project (CoGentrix) (Working for R&P/DC) Drafted bid documents and advised CoGentrix on the privatization and project financing of a 300MW power plant in San Pedro de Macoris, the largest power plant in the Dominican Republic, including commenting on, drafting, and revising the Spanish-version project documents. Telecom Project (Alcatel) (Working for CC in Brazil) Acted for and advised Alcatel, a French multinational telecom company, in the capacity of equipment supplier s counsel, in structuring, drafting and negotiating an equipment purchase and EPC services contract in connection with a high profile vendor financing. Acted as lead attorney and was responsible for drafting and negotiating all project agreements, advising client on international issues, and coordinating with and managing local counsel respecting Brazil local law issues. Ibirité Project (Petrobras) (Working for CC in Brazil) Assisted the lead attorney in reviewing and commenting on the PPA and other project agreements in relation to Petrobras participation in the Ibirité gas-fired thermoelectric project in the State of Minas Gerais, Brazil (this project was voted Latin American Deal of The Year 2003 by Project Finance Magazine). Guatemala, Genor Project (International Energy Partners, LLP) (Working for R&P/DC) Acted for project sponsor in connection with the development and project financing of a US$50 million power plant in Puerto Barrios, Guatemala. Colombia, CORELCA Privatization (Consortium Partners) (Working for R&P/DC) Drafted bid documents and advised the winning consortium in connection with the privatization by the Government of Colombia of the generation, transmission, and distribution business units of the government-owned power company (CORELCA). IP Androscoggin Mill Project (Androscoggin Energy, LLC) (Working for R&P/DC) Handled the closing files for, and assisted in all aspects of, the gas-fired co-generation project financing in Jay, Maine (US), including assisting in the drafting and negotiation of the firm-basis gas sales agreements and the firm-basis gas transportation services agreement. Capital Markets Issuance of Commercial Paper (Working for CC in Brazil) Reviewed and commented on the terms sheet and project documents relating to the issuance by Italian-owned telecom operator Maxitel of R$200 million in commercial paper in relation to concessions in Brazil. Power Marketing (Statoil Energy Markeing, Inc.) (Working for R&P/DC) Drafted and negotiated a Power Marketing Agreement for the resale of excess electric power obtained from the JFK International Airport co-generation facility. 6

7 ANNEX C OTHER SIGNIFICANT CORPORATE/M&A EXPERIENCE IN LATIN AMERICA INCLUDES: Sam-1 The Américas Project (Working for GT/Miami) Acted for and advised Telefónica Internacional, S.A., in its joint venture with Tyco International to develop the high profile Sam-1 the Américas Global Network project, which was at the time the largest worldwide underwater fiber-optic cable system backbone for the Americas, with landing stations in the US and in various countries in Latin America (i.e., Brazil, Argentina, Chile, Peru, Colombia, Guatemala, Puerto Rico), including advising on the joint venture structure and legal issues; drafting in Spanish all of the concession agreements, POP agreements, and landing contracts; and also acting for and advising Telefónica SAM de Chile, S.A., in connection with the drafting (in Spanish) and negotiation of the DWDM equipment purchase and service contracts, inter alia. Amzak Project (El Salvador) (Working for GT/Miami) Acted for and advised Telefónica El Salvador, S.A., as lead attorney, in connection with a joint venture for the right of use of an HFCready cable system in San Salvador. Drafted and negotiated all of the project and acquisition agreements. Lycos Acquisition (Latin America) (Working for GT/Miami) Acted for and advised Telefónica Moviles, S.A., and Terra Networks in connection with the US$12.5 billion acquisition of the internet portal Lycos. Led due diligence team and assisted with drafting and negotiation of the acquisition documents. Ariba Platform Project (Latin America) (Working for GT/Miami) Acted for and advised Telefónica B2B, Inc., in connection with a joint venture with Ariba, Inc., including drafting and negotiating, as lead attorney, all of the (exclusive and non-exclusive) strategic alliance agreements with leading global providers and integrators of Internet business solutions (Arthur Andersen, JD Edwards, Hewlet Packard, Assa Group, Deloitte & Touche, etc.) in view of developing the Ariba, Inc.-Telefónica B2B Platform. IDT Project (Latin America) (Working for GT/Miami) Acted for and advised Telefónica Interactiva, S.A., in connection with a joint venture to develop an internet-based platform to target Hispanics in the US and in Latin America and to provide content-based internet provisioning services to Latin America customers. Project Playa (El Salvador) (Working for GT/Miami) Acted for and advised Exportadora S.A., a major textile company in San Salvador, in connection with the sale of the company and its Latin America holdings. Led the due diligence team, which included organizing and managing the data room and coordinating due diligence inquiries with purchaser s counsel. Due Diligence Project (Mexico City) (Working for GT/Miami) Acted for and advised Telefónica Internacional, S.A., in connection with the acquisition of several telecom operators in Mexico City. Led due diligence team. Winstar Rollout Project (Latin America) (Working for GT/Miami) Acted for and advised the international division of NY-based Winstar Communications Inc. in the development of its Latin America telecommunications network, including managing local counsel, obtaining operational licenses in Brazil, Argentina, Colombia, Chile, Ecuador, Paraguay, etc., and drafting all of the project agreements. TV Cable Project (Colombia) (Working for GT/Miami) Acted for and advised Telefónica Internacional, S.A., in connection with the acquisition of a subscription TV cable system in Santa Fe de Bogotá. Led due diligence team. 7

8 ANNEX C ( Continued) OTHER SIGNIFICANT CORPORATE/M&A EXPERIENCE IN LATIN AMERICA INCLUDES: TIPE Project (Peru) (Working for GT/Miami) Acted for and advised Fusion Telecommunications, Inc., in connection with a joint venture to develop and construct international gateway switching facilities in Cusco and Lima. Santa Cruz Project (Bolivia) (Working for GT/Miami) Acted for and advised Int l Service Group, Inc., in connection with the purchase, custody and securitization of Santa Cruz Bills of Exchange. Airforce Base Privatization (Panama) (Working for GT/Miami) Acted for and advised the Government of Panama in the privatization of Howard Air Force Base. Florida Truck-Stop Project (US/Latin America) (Working for GT/Miami) Acted for and advised Petrotrin, the petroleum entity of the government of Trinidad & Tobago, in connection with a joint venture to develop a truck stop/service plaza project in Florida as a platform for replicating the same in Latin America. Bermuda Acquisition (Bermuda) (Working for GT/Miami) Acted for and advised a US investment broker in connection with the acquisition of a Bermuda Company, with wholly-owned British and Jersey telecom operating subsidiaries, pursuant to American Depositary Receipts. Managed local counsel in Bermuda and drafted and negotiated all of the acquisition agreements. 8

9 ANNEX D (PART I) R. CASTRO & ASSOCIATES, PLLC (SOLO PRACTICE) - SIGNIFICANT REPRESENTATIONS:- Handling of Corporate/Commercial Matters:- General Counsel for G&G Atlantic Investments, LLC Acted as general counsel for G&G Atlantic Investments, LLC, for a twelve-month period until the majority shareholders shares were bought out by a minority investor. During such time, I worked closely with the CEO, having great influence on day-to-day commercial decisions for the company, and advised on all corporate and commercial matters, including (i) the acquisition of a Spanish cuisine restaurant and related due diligence; (ii) the acquisition of a gasoline station and related due diligence; and (iii) the drafting and negotiation of a commercial lease and a modification to said lease. Asset Acquisition Acted for and advised Ubigoi Services, LLC, in connection with the acquisition of a school bus transportation business and related due diligence. Franchising Acted for and advised Gaudio Pines Investments, LLC, in connection with the acquisition of the franchised Latin cuisine fast-food restaurant business La Granja, including commenting on and negotiating the franchise agreement and a commercial lease. JVA Structuring and Immigration Acted for a project company in the negotiation of a joint venture agreement in connection with a project involving a real estate acquisition, the procurement of E-2 and EB-5 investment visas, and investments to be made through an offshore trust structure. Energy Advice Acted for and advised Insumed LLC in respect of, and in connection with, its rights to a fee for the brokering of a deal involving 15 million barrels of JP54 jet fuel under an ICC irrevocable master fee protection agreement, an irrevocable paymaster services agreement, and a non-circumvention and non-disclosure agreement. Handling of US Regulatory Matters:- OFAC Compliance Advice Provided OFAC compliance advice to a multi-national company in the Middle East in connection with a transfer of funds to an Iranian purchaser of desalinated water that were blocked by a US financial institution. US Immigration Advice Acted for and advised a myriad of Venezuelan clients in connection with acquisitions of distress assets or companies for the purpose of obtaining non-immigrant investment visas (E-1 and E-2), immigrant investment visas (EB-5) or foreign worker visas (L-1). FCPA Compliance Advice Provided training to a Miami-based import-export company as to sanctions for bribing foreign officials under the Foreign Corrupt Practices Act in connection with potential business opportunities in South America. Handling of Appellate Litigation Matters:- Federal Court (US) Appellate Litigation (11 th Cir.) Acting as lead attorney in United States v. Baksh, Case Number , a criminal appeal of a within-and-bottom-of-the-guidelines sentencing order to the Eleventh Circuit Court of Appeals in a bank fraud conspiracy case. Petition for Rehearing En Banc was filed to consider whether the Eleventh Circuit should abrogate U.S. v. Scott and require district judges to issue a statement of reasons to explain their sentences as part of their sentencing discretion in post-booker procedural reasonableness review in accordance with the U.S. Supreme Court s reasoning in Rita v. U.S. (The Eleventh Circuit has already taken seven weeks to consider this Petition and a positive result is expected soon.) 9

10 State Court Pre-Trial and Appellate Litigation (Florida, Third DCA) Acting as lead attorney in Perez v. State, which involves a Rule 9.160, Fla. R. App. P., certified appeal from the County Court to the (Florida) Third District Court of Appeal to review a pre-trial motion to suppress evidence of standard field sobriety tests. Case involves constitutional law (Fourth and Fifth Amendment) issues of great public importance in Florida for DUI defendants. The key issue is whether, during a DUI investigatory traffic stop, a police officer must give a DUI suspect either (i) the choice to refuse such field sobriety tests, or (ii) a pre-arrest warning that such field sobriety tests are not mandatory (since they are not part of Florida s implied consent law) in order for consent to submit to field sobriety tests to be freely and voluntarily given and, hence, to be constitutional under the Fourth Amendment. State Court Pre-Trial and Appellate Litigation (Florida, Fourth DCA) Acting as lead attorney in Castro v. Hidalgo (In re Estate of Castro-Aballi), Case No. 4D , an appeal to the (Florida) Fourth District Court of Appeal of a probate order that finally determined a motion for judgment on the pleadings seeking the partition and distribution of life insurance proceeds to beneficiaries pursuant to Florida s laws of intestacy. Case contains an issue of first impression in Florida: whether the or otherwise language in a recent amendment to Section (1), Fla. Stat., forecloses distribution of life insurance proceeds by partial intestacy when testator failed to designate a beneficiary in the insurance policy. Oral Argument was GRANTED by the Fourth DCA and is scheduled for September 13, State Court Appellate Litigation (Florida, Fourth DCA) Acted as lead attorney in Castro v. Hidalgo (In re Estate of Castro-Aballi), Case No. 4D , an appeal to the (Florida) Fourth District Court of Appeal involving a probate court order denying a motion for judgment on the pleadings. Filed jurisdiction brief and successfully defended jurisdiction of the appeal filed pursuant to Rule 9.100(a)(2), Fla. R. App. P., after appellee filed a motion to dismiss the appeal. Jurisdiction to hear this appeal was GRANTED, and Appellee s motion to dismiss this appeal was DENIED, by the Fourth DCA on December 29, Handling of Pre-Trial Litigation Matters:- State Court DUI Case - Pre-Trial Litigation Lead attorney in State v. Perez, Case No. 4809FQT (11 th Judicial Circuit, County Court), a DUI case involving several issues of great public importance in connection with a Defendant s right to refuse field sobriety exercises and law enforcement s duty to give Miranda warnings under federal and Florida laws prior to requesting such sobriety exercises from a DUI suspect. (On appeal to 3 rd DCA on a Petition for a Writ of Certiorari to County Court.) State Court - Probate Litigation Lead attorney in In re Estate of Castro-Aballi, CP (19 th Judicial Circuit), a probate administration consisting of US$370,000 in life insurance proceeds and involving an issue of first impression under Florida laws. On appeal to 4 th DCA. State Court Administrative Appeal Lead attorney in VMC v Pennsylvania Horse Racing Commission (Case No ; Ruling No c), an administrative appeal to the Commission in connection with the revocation of a (groom s) stable employee license. Civil Theft Litigation Acted for and advised the Apostolado Católico Divino Niňo Jesus Corp., in connection with a civil theft claim under Florida laws against a former employee. Settled. 10

11 ANNEX D (PART II) R. CASTRO & ASSOCIATES, PLLC (SOLO PRACTICE) - SIGNIFICANT REPRESENTATIONS:- Handling of Corporate/Commercial Matters:- General Counsel for SME Racks and Valtec Acted as general counsel of SME Racks, Inc. ( SME Racks ), a Florida corporation, and Valtec Information Systems, Inc., a Florida corporation ( Valtec ), during a period of (5) five years, handling all corporate, commercial and litigation matters, including restructuring their respective US businesses; advising the CEO and the Board of Directors to terminate non-productive contracts and business relations with domestic and foreign suppliers; advising on franchise opportunities, asset acquisitions, and other strategic alliance or joint venture business opportunities; providing training to executives and Board members on US and international legal matters; attending Board of Directors meetings and working closely with the CEO on all legal and commercial matters, including bankruptcy issues; and successfully handling a myriad of state and federal litigation matters, including a complex international litigation against Spanish manufacturers (described separately below). General Counsel for Costa del Sol Acted as general counsel of Costa del Sol Enterprises, LLC, the exclusive importer and distributor in Florida of Productos Alimenticios Diana, S.A. de C.V. Advised the CEO relating to corporate structuring issues, US immigration (L-1 visa) issues, and international tax issues; drafted miscellaneous contracts documenting the exclusive distribution of Diana products in the US, as well as related business and supply contracts, joint venture agreements, strategic alliance agreements, and employment contracts; and otherwise worked closely with CEO handling all corporate and commercial matters. General Counsel to Coral West Village, LLC Acted as general counsel to Coral West Village, LLC, a real estate development company. Worked closely with the CEO, attended Board meetings, and advised the Board of Directors of the company on all corporate, commercial and litigation matters during a twelve-month period, including a corporate restructuring, a buyout of minority shareholdings, and the drafting and negotiation of miscellaneous project development agreements. Corporate/Commercial Represented a high net-worth, foreign individual in the review, drafting and negotiation of a US$5 million loan secured by real estate assets owned by a Miami-based real estate holding company and to perform due diligence on said transaction; also represented such individual in the drafting and negotiation of a stock purchase agreement and related due diligence in connection with the buyout of a US$2 million loan made to a Nevada company that was created in a reverse-merger with a United Kingdom company. Special In-House Counsel for Teledata Informaçoes & Tecnologia While residing in Sao Paulo, Brazil, I worked as special in-house counsel for Teledata Informaçoes & Tecnologia, S.A., a Brazilian company, handling all corporate, commercial and litigation matters, including reviewing and drafting, in Portuguese, several commercial contracts and providing training to the CEO and the Board of Directors on US legal matters, especially legal issues relating to the distribution and supply of products in the US. 11

12 ANNEX D (PART II) ( Continued) R. CASTRO & ASSOCIATES, PLLC (SOLO PRACTICE) - SIGNIFICANT REPRESENTATIONS:- Handling of Litigation, Mediation and Arbitration Matters:- Federal Court (US) - Pre-Trial Litigation (Lead Counsel) Acting as general counsel of SME Racks and Valtec, I respresented these Florida corporations, during a (5) five-year period, in SME Racks, Inc., et al. v. Sistemas Mecanicos para Electronica, et.al., Case No CIV Moreno/Garber (S.D. Fla. April 11, 2003) (case dismissed initially on forum non conveniens grounds but reversed and remanded on appeal), a federal lawsuit filed in the United States District Court (Southern District of Florida) involving an international dispute against certain Spanish manufacturers for breach of an international sales contract entered into under the UN Convention on International Sales of Goods (1980 Vienna Convention) and miscellaneous tort issues, which lawsuit asserted claims of fraud in the inducement, negligent misrepresentation, negligent manufacturing, constructive trust, and unjust enrichment, inter alia. Prepared the litigation strategy for this lawsuit, drafted all pleadings and memoranda of law, engaged in a myriad of discovery (including the taking of several depositions both in the US and abroad), and represented SME Racks and Valtec in all federal pre-trial hearings, in two mediations, in a federally mandated arbitration, and in two federal appeals to the Eleventh Circuit (described separately below). Federal Court (US) Appellate Litigation (Lead Counsel) Acting as general counsel, I represented SME Racks and Valtec in SME Racks v. Sistemas Mecanicos Para Electronica, Case No , 382 F.3d 1097 (11th Cir. 2004) (2-1 decision) (Black, S., dissenting) (reversing forum non conveniens dismissal because the district court failed to give proper deference to plaintiff s choice of forum, even though Spain was an adequate alternative forum). This was a federal appeal to the United States Court of Appeals, Eleventh Circuit, which has become not only the landmark case in the Eleventh Circuit, but has also been cited by courts in other federal circuits (First, Fifth, Sixth, Seventh, and Ninth Circuits) for the proposition that there is a strong federal interest in affording US citizens access to US courts, and that district courts should require positive evidence of manifest injustice before dismissing, on forum non conveniens grounds, a US plaintiff s lawsuit brought in a US court. Federal Court (US) Appellate Litigation (Lead Counsel) Acting as general counsel, I represented SME Racks and Valtec in SME Racks v. Sistemas Mecanicos Para Electronica, Case No , 243 F. App x 502 (11th Cir. 2007) (per curiam opinion) (affirming denial of motion for a preliminary injunction to freeze assets because plaintiffs had an adequate legal remedy - money damages for breach of contract ). This was my second federal appeal to the United States Court of Appeals, Eleventh Circuit, in this same SME Racks litigation, including my second oral argument before the Eleventh Circuit Justices; it involved the interlocutory appeal of the denial of a motion for a preliminary injunction freezing assets, which was necessary to prevent Spanish defendants from dissipating, commingling, or otherwise putting assets outside of the reach of the federal district court s jurisdiction. Federal Court (US) - Pre-Trial Litigation (Lead Counsel) Represented a US citizen and a Panamanian company, as plaintiffs counsel, in Barisic v. I.C.S.S.I., S.A., Case No CIV Lenard/Simonton, a high profile lawsuit filed in the United States District Court (Southern District of Florida) against a Dominican corporation and its shareholders involving allegations of a fraud in connection with the transfer to a shell company of a concession to develop a US$127 million project in the Dominican Republic regarding the installation of X-Ray equipment to inspect maritime containers arriving at all ports in said country. Federal Court (US) - Pre-Trial Litigation (Lead Counsel) Acted for and defended a Miamibased pharmaceutical company in Stern Co. v. Inyx, Inc., Case No , a frivolous US$2,000, breach of contract action filed in the Supreme Court of New York, which I removed to the United States District Court (Southern District of New York) and subsequently helped to settle amicably. 12

13 ANNEX D (PART II) ( Continued) R. CASTRO & ASSOCIATES, PLLC (SOLO PRACTICE) - SIGNIFICANT REPRESENTATIONS:- Handling of Litigation, Mediation and Arbitration Matters ( Continued):- Federal Court (US) - Pre-Trial Litigation (Co-Counsel) Prepared due diligence and the litigation strategy for a class action lawsuit that was going to be filed by several Uruguayan residents against the Bank of Nova Scotia and affiliates, Prudential Securities, Inc., and affiliates and Wachovia Securities, LLC, and affiliates, et al., involving allegations of securities fraud in connection with an investment of sovereign bonds. State Court (Florida) Pre-Trial Litigation (Lead Counsel) Acted for and advised Reyxe, S.A., a Spanish company, as plaintiff s counsel, in Reyxe v. Stillbon Trade Corp., Case No CA 21, a lawsuit filed in Florida state court (Eleventh Judicial Circuit) against a Miami-based greymarket goods importer, predicated on claims of fraud, civil theft, and negligence. Handled all pretrial matters, including drafting the complaint, engaging in discovery, attending mediation, and attending pre-trial hearings. State Court (New Jersey) Pre-Trial Litigation/Arbitration (Lead Counsel) Acted for and advised Hotel Employees and Restaurant Employees (a.k.a., H.E.R.E.) Local 355, a Florida not-forprofit union, as defendant s counsel, in CIT Communications Finance Corporation v. H.E.R.E Local 355, Case No. L CV, in connection with a lawsuit filed against such union based on an alleged breach of a long-term supply contract and a commercial lease entered into by a rogue employee of H.E.R.E. Local 355 acting outside the scope of her employment duties. Successfully handled all pre-trial matters, including engaging in pre-answer discovery and attending hearings; challenged lawsuit on grounds of improper venue and forum non conveniens and, ultimately, settled the case in mediation, saving this client several thousands of (US$) Dollars in potential damages. State Court Pre-Trial and Appellate Litigation (Florida, County and Circuit Court) Acted for and advised SME Racks in the County Court case of SME Racks, Inc., v. IDG World Expo Corp., Case No CC 26, and in the related appeal to the Circuit Court, Case No AP, concerning a breach of contract dispute. (Settled case for a quarter of the alleged damages after filing my appellate brief.) State Court - Commercial Arbitration (Special In-House Counsel) While residing in Sao Paulo, Brazil, I worked as special in-house counsel in charge of US litigation for Teledata Informaçoes & Tecnologia, S.A., a Brazilian company, in connection with a US commercial arbitration against Peregrine Systems, Inc., a US supplier, alleging breach of contract, fraud in the inducement, and negligent misrepresentation claims. My responsibilities included preparing the international litigation strategy, preparing the case for arbitration, and hiring, coordinating with, and working with Miami local counsel respecting US law issues regarding the arbitration claims. State Court Pre-Trial Litigation (General Counsel) Acted for and advised Coral West Village, LLC, in defending the County Court lawsuit of G.C. Real Estate Developers, Inc., v. Coral West Village, LLC, Case No SP 05, which I successfully removed to Circuit Court, Case No CA 41 (11 th Jud. Cir./Hon. Judge Gordon) and subsequently handled all pre-trial matters until the same was amicably settled out of court. 13