• Lead attorney for co-brand agreements in the U.S. • Provides advice to US & Canada business units on transactional matters and projects • Drafts, negotiates and reviews commercial contracts and other legal documents such as letters of intent, NDAs, services agreements, incentive agreements, acceptance agreements, Visa Checkout agreements, and strategic partnership/alliance agreements • Lead attorney for all sales projects involving a major US issuer • Liaison with Canada and Latin America on sales-related deals • Lead Brazilian counsel for VisaNet do Brasil's IPO (June 2008, US$4.3 billion). Reviewed prospectus, offering memorandum, opinions and all related documentation in Portuguese and English, including sale of Visa's equity • Acted as interim Head of the Legal Department of Visa Latin American and Caribbean Region (LAC) during Visa’s global restructuring process (Dec 2006 - May 2007) • Drafted, negotiated and reviewed commercial contracts and other legal documents such as letters of intent, strategic alliance agreements, services agreements and sponsorship agreements. Provided advice in the drafting, interpretation, and enforcement of Visa By-Laws and Operating Regulations • Provided advice related to the portfolio of joint ventures and equity investments of Visa LAC, including revision of all materials presented to the Board of Directors • Member of the Hispanic Lawyers Society of New York

Vice President And Associate General Counsel - Merchant Sales & Solutions @ • Responsible for merchant/issuer co-brand partnerships and strategic alliances • Handles acceptance partnerships with merchants, acquirers, processors and payment facilitators • Responsible for Visa Checkout issuer deals • Drafts/negotiates strategic alliances/partnerships, LOIs, RFP responses, etc. From August 2014 to Present (1 year 3 months) san francisco, californiaVice President And Associate General Counsel, Global Client Management @ From November 2013 to August 2014 (10 months) San Francisco, CaliforniaSenior Counsel, Global Client Management (North America) @ • Provides advice to US & Canada business units on transactional matters, new products and services, corporate actions and projects • Drafts, negotiates and reviews commercial contracts and other legal documents such as letters of intent, NDAs, services agreements, incentive agreements, acceptance agreements, co-brand agreements and promotional agreements • Responsible for merchant co-brand agreements in the US and prepaid issuer deals in Canada • Lead attorney for all sales projects involving a major US issuer • Liaison with Canada and Latin America on sales-related deals From December 2009 to November 2013 (4 years) san francisco bay areaVice President, Regional Counsel, Latin America & Caribbean @ • Lead Brazilian counsel for VisaNet do Brasil's IPO (June 2008, US$4.3 billion). Reviewed prospectus, offering memorandum, opinions and all related documentation in Portuguese and English, including sale of Visa's equity • Acted as interim Head of the Legal Department of Visa Latin American and Caribbean Region (LAC) during Visa’s global restructuring process (Dec 2006 - May 2007) • Provided advice to Sr Management and business units on transactional matters, new products and services, corporate actions and projects. Drafted, negotiated and reviewed commercial contracts and other legal documents such as letters of intent, strategic alliance agreements, services agreements and sponsorship agreements. Provided advice in the drafting, interpretation, and enforcement of Visa By-Laws and Operating Regulations • Provided advice related to the portfolio of joint ventures and equity investments of Visa LAC, including revision of all materials presented to the Board of Directors • Responsible for all legal matters in connection with Visa’s operations in Brazil • Responsible for overseeing all litigation in LAC (~1,500 cases), including periodical reports to Visa’s Board of Directors • Conducted due diligences related to Visa’s restructuring, including assisting in preparation of antitrust filing in Brazil • Regional contact for antitrust, trademark, patent and insurance issues, in addition to incentive offers and partnerships programs in LAC • Served as secretary at Senior Management Committee meetings and frequently acts as representative for the Legal Department at Risk Committee Meetings. Served as secretary at a Visa Board of Directors meeting in Bariloche, Argentina (October 2006) • Engaged, supervised and gave direction to outside counsel throughout LAC • Coordinated a team of in-house attorneys and paralegals From May 2004 to December 2009 (5 years 8 months) Miami / New YorkCorporate Finance Officer @ • Drafted, reviewed and negotiated transactional documents (e.g., Pre-Export Finance Agreements, Import Finance Agreements, Syndicated Loan Agreements, Participation/Assignment Agreements, Collateral Agency Agreements, Pledge Agreements, Security Agreements, Letters/Standby Letters of Credit, Escrow Agreements, ISMA Agreements). • Assisted Head of Structured Finance in structuring transactions and preparing related documents for domestic and international clients • Managed Proex portfolio • Participated in the establishment of a US registered broker-dealer • Served as sole liaison with outside counsel From September 2003 to April 2004 (8 months) New York, NYAttorney @ • Provided corporate advice to domestic and international clients on US and Brazilian matters involving securities, restructuring and securitization • Practice included drafting SEC and UCC filings (e.g., Form 20-F, Rule 12g exemption, Articles 8 and 9 of the UCC), offering memoranda and corporate documents, reviewing ISDA agreements and establishing new companies in the US. From October 2001 to September 2002 (1 year) New York, New YorkAssociate @ · Provided advice on Central Bank of Brazil's rules and regulations to domestic and international clients · Drafted and analyzed intercompany loan agreements, fixed and floating rate notes, project finance, swap and financing agreements with governmental agencies (e.g., IFC, KFW, OPIC, BNDES, EXIMBANK) · Structured Brazilian investments abroad and foreign investments in Brazil · Conducted due diligence and prepared reports for the Mergers & Acquisitions practice group. Member of the following practice groups: Latin American Banking and Securities, Latin American Foreign Trade, Central Bank of Brazil and E-commerce · Participated in the creation and marketing of the Brazilian Securities/Banking/Finance practice group From January 1999 to June 2000 (1 year 6 months) Sao Paulo, BrazilTrainee @ · Assisted the Head of Legal with contracts, amendments and research projects related to a wide range of foreign and local banking transactions · Provided internal advice on Central Bank of Brazil's rules and regulations. Reviewed ISMA and ISDA agreements, credit agreements and stand-by letters of credit From May 1998 to December 1998 (8 months) Sao Paulo, BrazilTrainee @ · Drafted sale and lease agreements From February 1997 to February 1998 (1 year 1 month) Sao Paulo, Brazil

Executive Education, Strategic Decision Making @ Darden Business School From 2005 to 2005 Certificate in Business Administration @ Kellogg Graduate School of Management From 2000 to 2001 Master of Laws - LL.M, With Honors @ Northwestern University School of Law From 2000 to 2001 Juris Doctor, International Law @ Pontificia Universidade Catolica de Sao Paulo - School of Law From 1994 to 1998 Flavia Zametto is skilled in: Portuguese native, Spanish, conversational French, Joint Ventures, Restructuring, Equities, IPO, Mergers, Sales Contracts, Credit Cards, Financial Services, Portuguese, Securities, Corporate Governance, Corporate Law, French, Structured Finance, Project Finance, Banking, Capital Markets, Mergers & Acquisitions, Legal Writing, Legal Advice, Investments, Finance, M&A experience, Latin America, Emerging Markets, Payments, Corporate Finance, Litigation, Due Diligence, International Law, Payment Systems, Acquiring, Payment Cards, Due diligence