Associate General Counsel - Senior Legal Leader, Global Contracts

ALESSIO APRUZZESE

Hollywood, Florida ***** 786-***-**** ****************@*****.*** www.linkedin.com/in/alessioapruzzese/ Associate General Counsel Senior Legal Counsel

Business & Legal Leadership Commercial Transactions Corporate Governance & Risk Management Associate General Counsel and Senior Legal Counsel with 15+ years of experience managing legal functions for private companies in various industries (hospitality, advertising, manufacturing, renewable energy) across North and South America, Europe, and Asia. Expertise in complex business and commercial contracts and transactions, including renewable energy contracts, hotel management agreements, franchises, advertising reseller agreements, content licensing, compliance, corporate governance, international transactions, risk management, cross-border mergers and acquisitions, financing, restructurings, and cross-border litigation.

Extensive experience as a trusted business partner, providing strategic counsel to C-Suite executives and senior management on diverse legal matters across various legal systems and jurisdictions. PROFESSIONAL EXPERIENCE

Associate General Counsel (Global) – CABAN ENERGY (Caban Systems, Inc.), Miami, FL (Oct. 2022 – Feb. 2025) Hired as Associate General Counsel of the inaugural Legal Department for renewable energy infrastructure start-up, tasked with assisting the CLO to build the foundational legal framework and overseeing all legal operations. Advised business units on issues across multiple legal systems and jurisdictions. Reported directly to the CLO on the development and implementation of global legal policies in accord to strategic business plans. Managed outside counsel.

● Legal & Business Leadership: Assisted in creating and implementing legal policies and procedures from scratch, achieving significant savings in outside counsel legal fees by negotiating retainers, fixed fees, and hourly rates. Work with outside counsel, including managing and overseeing ongoing and new domestic and international legal matters.

● Corporate Governance & Risk: Developed and implemented corporate governance frameworks to enhance transparency and accountability within the company, including implementation of first delegation of authority policy. Identified potential issues and risks, and implemented first contract review policy. Identify and analyze key regulations and emerging regulatory trends.

● Corporate Formation & Strategy: Managed expedited incorporation of 7 legal entities in Central and South America and US to fulfill client’s requirements to execute contracts at a country level. Managed merger of 2 sister legal entities in Colombia. Managed maintenance of new legal entities, changes in control, capital increases, and dissolutions.

● Financing & Cross-Border Debt: Led negotiation to obtain several credit facilities for $8MM. Led and closed negotiation of a bridge loan for $3MM. Led and closed negotiation of a secured syndicated loan for $20MM involving 2 banks (collateral in 2 jurisdictions).

● Contract Management: Managed 1,000+ contracts annually. Scaled legal operations by developing standardized processes and contracts, optimizing workflows, and enhancing efficiency.

● Key Renewable Energy Contracts: Assisted in structuring, drafting, negotiating, and closing 4 Energy-as-a-Service (EaaS) and 3 Infrastructure-as-a-Service (IaaS) agreements with a European mobile telecommunications provider operating in several jurisdictions in Central and South America. Structured, drafted, and negotiated 11 EaaS (ongoing) country-specific agreements with a Caribbean mobile network and home entertainment provider operating across multiple jurisdictions in the region. VP of Content Legal and Coordination (Global) – OLYMPUSAT, West Palm Beach, FL (Apr. 2022 – Oct. 2022) Served as the VP of Content Legal and Coordination, a newly created position at Olympusat. Effectively advice the programming team on the rights of use of licensed content by having audited content license agreements and plugged in such rights in newly adopted software. Advised senior executives on acquisition of new content for company’s library. Reported to the company’s Chief Executive Officer and Chief Content Officer.

● Key Content License Agreements: Drafted and negotiated domestic and international license agreements in English and Spanish with licensors in the Americas, Europe and Asia, in liaison with the acquisitions team, for the acquisition of programming to be placed on company’s Pay TV, broadcast, and FAST channels, and on company’s streaming app. Responsible for the implementation of newly adopted content rights software.

● Legal & Business Strategy: Provided advice on the rights of the licensed content, providing support mainly to the development and programming teams.

Global Legal Manager & Secretary of the Board – ALEPH (IMS Internet Media Services, Inc.), Miami, FL (May 2018 – Mar. 2022) Served as the Global Legal Manager of Aleph, a company with presence in 90+ countries. Managed all legal matters for company’s global operations and development in multiple systems of law and jurisdictions, including advising on a broad range of departments (global sales, revenue management, risk management, HR, marketing, privacy, finance, and IT departments). Served as Secretary of the Board of Aleph after company’s global reorganization. Reported to the company’s CLO. Managed a regional team of 3 attorneys and outside counsel.

● Corporate Governance, Strategy & Risk: Prepared shareholders and board resolutions for the company and its subsidiaries worldwide. Served as an advisor to executive management, partner managers and business units’ directors and vice-presidents in the interpretation of legal concepts, contractual terms, corporate policies and risks of negotiated contracts and corporate matters.

● Advertising Reseller & Other Contracts: Drafted and negotiated complex master advertising reseller agreements for the supply of advertising inventory in the platforms of the company’s partners and provision of different services. Drafted and negotiated insertion orders terms and conditions and agreements (purchasing, sales, HR, services, IT and NDAs), with special attention to warranties, indemnities, damages, penalties and anti-bribery clauses, for Latin America, Europe and Asia.

● M&As, Restructurings & IPO: Worked with outside M&A counsel on acquisitions of Httpool (Europe & Asia), Ad Dynamo

(South Africa), and ConnectAds (Europe and Middle East). Worked with outside M&A counsel on company’s investment of

$25MM by Mercado Libre. Worked with outside M&A counsel on company’s investment of $470MM by CVC, bringing the company valuation to $2B. Assisted with legal integration of newly acquired subsidiaries in Europa, Asia and Africa. Participated in restructuring of Aleph as global group and the creation of a new HoldCo based in the Caribbean. Worked on Aleph’s SEC IPO filings.

● Financing & Cross-Border Debt: Assisted the negotiation and closing of a secured syndicated loan for $40MM involving 4 banks in the US (collateral in 50+ jurisdictions).

● Facilities Management: Oversaw and managed facilities and insurance matters of the company’s subsidiaries worldwide, representing the company in the negotiation of real estate contracts with landlords such as leases, sub-leases, and termination agreements, and managing real estate claims related to the use of leased premises. Legal Coordinator, North & Central America – ACCOR (EPA: AC), Doral, FL (Jan. 2016 – Oct. 2016; May 2017 – Dec. 2017) Handled legal matters for publicly traded French hospitality company’s operations in the region. Advised sales, operations, finance, marketing, e-commerce, development, procurement, IT, and HR on legal issues. Reported to the Deputy General Counsel for the region.

● Development, Hotel Management Agreements, & Franchises: Negotiated hotel management agreements, franchise, technical services, and related agreements with owners, investors, and lenders in English and Spanish. Assisted implementing franchise program in the region. Assisted with the conversion and rebranding process of hotels from managed hotels to franchises.

● Compliance, Governance, & Risk Management: Prepared presentations that led to the creation and implementation of global compliance program. Trained hotel personnel on anti-bribery and antitrust programs. Developed and implemented regional policies/procedures. Ensured coordination of intra-company activity with parent company rules/procedures. Maintained, dissolved, and restructured corporate entities.

● M&A & Restructurings: Worked with outside M&A counsel on $2.9B acquisition of FRHI Holdings, Fairmont, Raffles, and Swissotel hotel brands’ parent company. Assisted with legal integration of Accor and FRHI within the region. Participated in merger and restructuring of Accor and FRHI entities in the US. Worked on Accor’s split into two divisions, separating operating and franchising businesses to boost profitability in the region.

● Commercial & Supplier Contracts: Drafted, negotiated, and reviewed agreements in English and Spanish with major multinational corporations and public entities for internal clients (sales, marketing, HR, procurement, e-commerce). Developed and implemented standard templates and reports.

Earlier Experience: Legal Consultant – Desca/Grupo Amper (MCE: AMP) (Mar. 2014 – Jan. 2015); Legal Extern, Full Semester Tyco International (Aug. 2013 – Dec. 2013); Associate DPZ Abogados, S.C. (Mar. 2011 Jul. 2011); Judicial Law Clerk – Tribunal Supremo de Justicia (Judicial Branch) (May 2006 – Fer. 2007; Oct. 2008 – May 2009) EDUCATION & BAR ADMISSIONS

LL.M. in International Law University of Miami School of Law, Coral Gables, FL (2013) Abogado (JD equivalent) Universidad Rafael Urdaneta, Maracaibo, Venezuela (2007) Bar Admissions: New York (2018); Venezuela (2007)

LANGUAGES & CITIZENSHIPS

Languages: English & Spanish (fluent); Italian (working proficiency); French (elementary proficiency) Triple Citizenship: US, Venezuela & Italy

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