CECE DAVENPORT BERKOWITZ

**** ******* *****, ********, ** 07834 301-***-**** adrwcw@r.postjobfree.com

https://www.linkedin.com/in/cece-d-67574b4/

Professional Summary

A skilled and seasoned attorney with business acumen and an extensive range of corporate and commercial experience. A collaborative partner who offers pragmatic and strategic advice. An advisor to stakeholders who can creatively and effectively solve complex problems and further business goals.

Professional Experience

Senior Manager/Corporate Attorney 02/2022-Present

Macquarie Group Ltd. – New York, NY

Joined the Company’s Legal and Governance Group covering the Americas.

Drafted board resolutions and related documents for corporate actions including the formation, acquisition and disposition of entities, nominations and resignations of officers and board members, annual compliance obligations, and the administration of Macquarie entities in the United States, Canada, Brazil, and the Cayman Islands.

Advised and supported internal business groups and counsel in matters related to corporate governance, corporate law, and internal policies in relation to group transactions and ad-hoc projects.

Liaised with domestic and international external counsel on matters related to local laws and regulations.

Maintained electronic records of group transactions and actions of Macquarie entities.

Notable Transactions

oFisk Securities Ltd.: advised with internal team and counsel on governance issues related to a stock recapitalization and share issuance of a Macquarie Cayman Islands based unit.

oTax Ease US: drafted board resolutions related to the extension of debt maturity of a Macquarie entity across multiple guarantor and subsidiary units.

oMFP Boca Vanderbilt Properties: drafted and advised on board resolutions for the joinder and contribution of real estate interests from Macquarie junior holding entities to their parent entity as required for Macquarie’s $261.5 joint venture purchase of office properties at Boca Town Center.

Associate Counsel 11/2020-06/2021

Aboyoun Dobbs LLC – Pine Brook, NJ

Recruited to join a niche boutique practice specializing in automotive law and transactions.

Drafted agreements related to the sale, purchase, and refinancing of automobile dealerships including, but not limited to stock sale agreements, subordination agreements, merger agreements, secondary marine agreements, and corporate resolutions.

Handled due diligence and transactional matters for asset purchase and sale, real estate purchase and sale, and automobile dealership floor plan refinancing.

Interacted with clients, vendors, opposing counsel, and bankers’ counsel to close transactions.

Notable transactions:

oSPJ Motors LLC: assisted with compilation and completion of multifaceted due diligence checklist for the client’s $13MM refinancing of a loan from Toyota Motor Credit Corporation for its Audi dealership. In addition, I drafted the attorney opinion letter which was presented to Toyota and facilitated the closing of the transaction.

oGabrielli Truck Sales, Ltd.: worked with both the client and counsel from BMO Harris Bank to finance the client’s purchase of assets and real estate of an existing commercial and consumer auto dealership. My work included drafting of corporate resolutions, compiling documents for BMO due diligence, and assisting with closing.

oSelman South River Street Properties LLC: drafted UCC-1 Financing Statements, secondary yacht mortgage and mortgage subordination agreements related to the firm’s client loan of $6MM to the dealer-owner of an automobile franchise.

In-House Counsel 10/1998 to 11/2020

Georgetown Partners, LLC – Bethesda, MD

·In-depth experience in a minority-owned, family-run boutique private equity/venture capital firm.

·Drafted, maintained, negotiated, and reviewed all agreements related to Georgetown's investments and operations including, but not limited to, M&A, confidentiality & nondisclosure, intellectual property, and funding agreements as well as engagement letters.

·Developed working knowledge of the Investment Advisers Act of 1940 and have advised Georgetown’s management on regulatory compliance issues related to Dodd-Frank.

·Managed and directed Georgetown's outside counsel on all legal matters related to the firm's investments, operations, and regulatory compliance.

·Coordinated and managed legal due diligence reviews of target investments in concert with senior management and financial analysts.

·Provided on-going strategic and pragmatic advice to Georgetown's senior management to meet company goals.

·Assessed legal risks associated with Georgetown’s investments and capital raises.

·Notable transactions:

oReviewed termination and put/call clauses on Georgetown’s behalf in a carve-out of assets in a $3.2B joint venture with GTE and Verizon Wireless (cellular assets).

oManaged funding and drafted purchase agreements for Georgetown’s A-round purchase of 6% of Philadelphia Distilling (distilled spirits and liquors).

oReviewed and revised service and purchase agreements startup funding and subsequent

acquisitions of music catalogs for Beach Road Music including the bundling of legacy agreements with publishing, performance, and catalog rights.

oDrafted Georgetown’s management and service agreements for its $20M lead investment

and subsequent round funding Basho Technologies (NoSQL database software).

Assistant General Counsel & Assistant to the Chairman 09/1996 to 10/1998

Envirotest Systems Corp. – Bethesda, MD

·Reported directly to the General Counsel and Chairman of Envirotest, the largest provider of automobile emissions testing services in the United States with over 3,000 employees.

·Worked with the General Counsel, outside counsel, and corporate officers in matters related to operations, human resources, and real estate.

·Assisted with Company filings with the Securities and Exchange Commission, including 10-K, 10-Q, 8-K, and Proxy Statements as well as the retention of corporate records.

·Reviewed and assisted with drafting of Envirotest's employment policy, privacy, and procedural materials.

·Supervised one in-house paralegal and two administrative employees.

·Managed and coordinated all due diligence with Envirotest bankers and outside counsel for the $650M acquisition of the Company by Stone Rivet in 1998.

Admissions/Affiliations

Law License, Maryland State Bar Association (1997-present)

National Council of Negro Women, Lifetime Member (1997-present)

Board Member/Secretary, The Rocksprings Foundation (2005-present)

Trustee, Board of Directors of The Madeira School (2001-2009)

Education

Juris Doctor.: Corporate & Securities Law, Business Administration, Intellectual Property, Privacy 1996

Boston College Law School - Newton Centre, MA

Extracurricular Activities:

·Environmental Justice: Advocated on behalf of underserved communities to lobby for better healthcare services in light of the adverse effects of zoning laws in Boston. Assisted in the preparation of letters to city officials about the health effects of the location of lower income housing in highly industrialized areas.

·Black Law Students Association: Worked with Admissions Office to recruit African-American students to Boston College Law School including attending admissions fairs in Boston and Washington. Assisted in screening applications of prospective students of color in concert with the Admissions Office.

Bachelor of Arts: Anthropology, Spanish, Caribbean Studies 1993

Tufts University - Medford, MA

·Teaching Assistant, Physical Anthropology: During my junior and senior years, served as a Teaching Assistant for Physical Anthropology lecture class of 150 students. Assisted in writing, administering, and grading exams with two other TA’s.

·Recruiting: Worked with Admissions Office to recruit students of color from the Washington Metropolitan area to Tufts. Conducted peer interviews with applicants to Tufts.

ADDENDUM-Transactional Work

Georgetown Partners LLC 1998 to 2020

2011 to Present- BASHO TECHNOLOGIES, INC.

Lead Investment in D, E, F, and G rounds ($20 million)

·Negotiated investment terms for all funding rounds including escalation funding.

·Drafted terms of limited partnership agreements including Shareholder Purchase Agreements, Disclosure Agreements, and Joinder Agreements.

2010: BEACH ROAD MUSIC LLC

Angel Funding and Operations ($10 million)

·Drafted formation documents and senior executive employment agreements.

·Negotiated terms for the purchase of music catalogs and publishing rights ($6 million) with Fifth Third Bank and legacy catalog holders.

·Negotiated publishing rights agreement with Apple Music for Beach Road’s holdings.

2006: PHILADELPHIA DISTILLING, INC.

Purchase of 6% Interest in Organic Craft Distillery ($6 million)

·Negotiated purchase agreement with Philadelphia Distilling.

·Served as a liaison with the Company and Georgetown Partners.

·Managed exit from the investment in a shareholder buyout ($6.8 million)

2003: VERIZON, INC./VERIZON WIRELESS

Sale of Georgetown Partners, LLC’s interest in Verizon Wireless to Verizon Inc. ($45 million)

·Managed due diligence process of the sale of Georgetown’s interest in VZW.

·Negotiated terms of sale of the assets with counsel from Verizon wireless.

·In concert with outside counsel (Shearman & Sterling) worked on exercise of put clause in previously negotiated joint venture with GTE & Bell Atlantic in 2001.

2001: GTE/Bell Atlantic

Contribution of Georgetown Partner’s assets in GTE joint venture in exchange for a partnership interest in newly formed Verizon Wireless ($20 million)

·Reviewed contribution agreement terms between Georgetown and Verizon/Verizon wireless.

·Negotiated put and call, termination, materiality, and confidentiality clauses with counsel for Verizon.

1999-2000 GTE/Bell Atlantic

Joint venture with GTE/Bell Atlantic for acquisition of cellular properties in Chicago, St. Louis, and Central Illinois) ($3.2 billion)

·Reviewed and revised terms of joint venture documents.

·Negotiated due diligence parameters as well as purchase agreements with counsel for GTE and Bell Atlantic including purchase terms, put and call clauses, termination clauses, and non-disclosure/confidentiality clauses.

Envirotest Systems Corporation 1996-1998

1998: Sale of Envirotest to Stone Rivet ($650 million)

·Managed the compilation of operation of Envirotest’s due diligence room.

·Reviewed language for mezzanine financing agreement with Credit Suisse First Boston.

·Handled due diligence requests in concert with Envirotest’s senior management, bankers, and outside counsel.

·Worked on HR-related exit terms for the Chairman and General Counsel.

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