JENNIFER D. BELEZZUOLI Tax Partner, Federal Tax Services

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1 Background Jennifer is a Tax Partner in KPMG s San Diego Federal Tax practice. Jennifer has provided federal and state tax compliance, consulting and provision services to large public companies as well as numerous start-up companies in the private and public sector. Throughout her 25 year career, she has had extensive experience with the technical topics contained in ASC 740, 805 and 718. In her capacity as a Tax Partner, she has rendered services both in her capacity as the lead corporate tax resource on our audit teams, as well as the lead tax provision preparation and reporting director for our public and private companies with a focus on international public companies. JENNIFER D. BELEZZUOLI Tax Partner, Federal Tax Services 4747 Executive Drive, Suite 600 San Diego, CA Tel Fax Cell jdbelez@kpmg.com Representative Clients AMN Healthcare, Inc. Arena Pharmaceuticals, Inc. Cytori Therapeutics, Inc. NuVasive, Inc. Thai Union International Volcano, Inc. Western Digital, Inc. Jennifer joined the San Diego Tax practice of KPMG in 1989 from graduate school. Since joining KPMG, she has focused her career in serving companies in the hightechnology and biotechnology industries. She has worked with technology companies from start-up through multinational, profitable public companies; assisting and advising them with their ever-changing tax focus and planning opportunities. Jennifer serves as the tax lead for many global tax companies. She is the day-to-day technical resource for their domestic tax matters, director for their tax compliance process and obligations, and ASC 740 resource in the preparation and/or review of public company tax provisions for financial statement reporting. Professional Associations Member of Athena, a women s organization that connects San Diego s life science and technology business communities Member, American Institute of Certified Public Accountants Languages English BS degree in physiology from the University of California, Davis MS degree in accountancy with an emphasis in taxation from San Diego State University. Certified public accountant in the State of California 2014, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent Page 1 of 1 member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved.

2 Devon M. Bodoh Principal Devon M. Bodoh is the co-leader of KPMG s Washington National Tax International M&A Initiative and a principal in Washington National Tax. Mr. Bodoh advises clients on cross border mergers, acquisitions, spin-offs, other divisive strategies, restructurings, bankruptcy and non-bankruptcy workouts, the use of net operating losses, foreign tax credits, deficits and other tax attributes, and consolidated return matters. DEVON M. BODOH Principal Washington National Tax Washington DC Office 1801 K Street, NW Washington, DC Miami Office 200 South Biscayne Blvd Miami, FL Tel Fax Cell dbodoh@kpmg.com Cross border mergers, acquisitions, spin-offs, divestitures, liquidating and nonliquidating corporate distributions, corporate reorganization, and consolidated returns LLM, Taxation, New York University of Law JD, University of Detroit Mercy School of Law School BBA, University of Michigan Stephen M. Ross School of Business Prior to joining KPMG, Mr. Bodoh was a partner in the international law firm of Dewey & LeBoeuf LLP (as well as its predecessor firm Dewey Ballantine LLP). Publications and Speaking Engagements Mr. Bodoh is a frequent speaker on subjects in his practice area for various groups, including the Tax Executives Institute, the American Bar Association, the American Law Institute/American Bar Association, the American Institute of Certified Public Accountants, BNA/Center for International Tax Education, the International Tax Institute and the Law Education Institute. Mr. Bodoh is a former chairperson and vice-chairperson of the American Bar Association's Committee on Affiliated and Related Corporations and is an officer of the American Bar Association's Corporate Tax Committee. Mr. Bodoh is an adjunct professor at George Mason University School of Law. In addition, Mr. Bodoh is a member of the Dean's Advisory Board for the University of Detroit School of Law. 2011, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International.

3 James E. Carreon Principal Mergers & Acquisitions (M&A) Tax Background Based in Los Angeles, Jim is a principal in KPMG s mergers & acquisitions (M&A) tax group, where he serves as the service line leader for the Pacific Southwest region. He has considerable experience in tax planning and structuring of transactions for public and privately held clients. James E. Carreon Principal 550 South Hope Street, Suite 1500 Los Angeles, California Tel Fax jcarreon@kpmg.com Jim specializes in domestic and cross-border mergers, acquisitions, restructurings, and financings. Representative Clients vmware, inc. EMC Corporation Washington Mutual, Inc. Leonard Green & Partners Levine Leitchman Capital Partners Francisco Partners Symphony Technology Group Brentwood Associates Windjammer Capital Professional Associations Member, Tax Section of the American Bar Association Member, State Bar of California Education BS (Business) and BA (Communications), University of Southern California JD, Southwestern University School of Law LLM, Golden Gate University School of Law Jim s practice principally concerns addressing complex tax issues associated with transactions. He regularly advises private equity and corporate clients on the various tax aspects related to domestic and international acquisitions, reorganizations, joint ventures, dispositions, and recapitalizations. He often advises technology, bio-technology, and healthcare companies throughout the corporate lifecycle including formation, operation, and cessation. In addition to a traditional M&A practice, Jim has a deep understanding of tax matters pertaining to troubled companies, bankruptcy reorganizations, and restructurings. He has advised a significant number of public and private loss companies (both pre- and post-bankruptcy) concerning the viability of their tax attributes (including potential limitations), the effect of debt discharge income, and the application of the consolidated return rules. Jim joins KPMG from Alvarez and Marsal, where he served as managing director (partner) in its transaction tax practice. He spent a majority of his career in the Big Four (most notably, Ernst & Young s national office on the West Coast) and practicing in law firms. Previously, Jim was an adjunct professor at San Jose State University (Masters of Tax program) and Golden Gate University (Masters of Tax program). He is also a co-author of the BNA Tax Management Portfolio concerning related party transactions. Representative Transactions The acquisition of a public company with significant operations in Asia by a strategic buyer. A stock purchase by a large technology company of a US company with development activities in Israel. A financial buyer acquisition of a US enterprise with global operations in Europe and Asia. Development of a non-us structure to effectuate the acquisition of a UK-US enterprise by a private equity fund. Implemented an entity rationalization plan concerning over 100 entities in connection with a bankruptcy proceeding. 2012, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved SFO 0

4 Robert Delgado Tax Managing Director Mr. Delgado has 15 years of professional experience on a wide range of compensation and benefit matters, including qualified retirement plans and executive/management compensation arrangements such as equity, profits interest, nonqualified deferred compensation, employment, incentive, change in control, and severance arrangements. ROBERT DELGADO Managing Director, Tax Suite K St., NW Washington, DC Tel Fax Cell rdelgado@kpmg.com Robert Delgado provides technical support on a wide range of employee benefit matters, including qualified pension, profit sharing, and employee stock ownership plans, nonqualified deferred compensation, equity compensation, executive compensation, ERISA health and welfare plans, fringe benefits, and payroll compliance. Mr. Delgado also has extensive experience in transactional settings, having advised clients in connection with all types of transactions (mergers, asset and stock acquisitions, joint ventures, spin-offs, etc.), including pre-deal diligence, acquisition and related agreements, and post-deal transition matters. This experience includes reviewing arrangements for potential liabilities and tax compliance as well as quantifying golden parachute deduction limitations. Mr. Delgado is on the AICPA Employee Benefits Tax Technical Resources Panel, teaches on compensation and benefit matters both internally and at professional conferences, and has authored or contributed to several articles for industry publications, including Tax Analyst, Tax Notes, and Corporate Business Taxation Monthly. LLM, Georgetown University Law Center JD, Univ. of Calif. at Los Angeles School of Law BA, University of Chicago Certificate in Employee Benefits Law, Georgetown University Law Center 2008, a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A.

5 John N. Geracimos Director, Corporate John N. Geracimos is a director in s Washington National Tax Corporate practice where he concentrates in subchapter C and general corporate tax issues. Mr. Geracimos consults on corporate tax transactions, including mergers and acquisitions, corporate divisions, distributions, bankruptcy and insolvency workouts, liquidations, redemptions, and the treatment of transaction costs. JOHN N. GERACIMOS Director, Corporate Washington National Tax 2001 M Street, NW Washington, DC Tel Fax Cell jgeracimos@kpmg.com Mergers, acquisitions, spin-offs, divestitures, liquidating and nonliquidating corporate distributions, and corporate reorganizations Before joining Washington National Tax in 1997, Mr. Geracimos served the Internal Revenue Service as an Assistant Branch Chief in the Office of Chief Counsel (Corporate). As Assistant Branch Chief, he was responsible for reviewing private ruling letters, technical advice memoranda, and other releases, involving complex acquisitive reorganizations, tax-free divisive transactions, and other subchapter C issues. Publications and Speaking Engagements Mr. Geracimos teaches internal and external continuing professional education courses. He is also a frequent speaker and panelist on subchapter C topics for external groups, including the American Bar Association, Practicing Law Institute, Executive Enterprises, DC Bar Association, Tax Executives Institute, Council for International Tax Education, Alliance for Tax Legal & Accounting Seminars, and Federal Bar Association. J.D., The University of Pittsburgh, 1986 B.A., Gettysburg College, , a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A.

6 John P. Gimigliano Principal-in-Charge, Federal Legislative and Regulatory Services John Gimigliano is Principal-In-Charge, Federal Legislative and Regulatory Services (FLRS) in KPMG s Washington National Tax Office. The FLRS practice gives clients immediate notification about breaking developments in tax legislation or federal tax regulations; coordinates the early identification of specific client issues concerning legislation, regulations, rulings, and other administrative pronouncements; helps clients prioritize responses to proposed legislation and regulations; provides insight and advice to clients in anticipation of possible legislative or regulatory changes and the impact of such changes on client tax planning; assists clients in the legislative and regulatory process; and conducts roundtable briefings and discussions. JOHN P. GIMIGLIANO Principal-in-Charge, Federal Legislative and Regulatory Services 1801 K Street, NW Washington, DC Tel Fax jgimigliano@kpmg.com Tax Legislation Tax Policy Regulatory Authority Taxation of Energy LL.M. (taxation), Georgetown University Law Center J.D., University of Cincinnati College of Law B.A., Miami University In more than 20 years of private practice, Mr. Gimigliano has represented clients in tax matters before the IRS, the Department of Treasury and other Federal agencies. Mr. Gimigliano joined KPMG in Prior to joining KPMG, Mr. Gimigliano was Senior Tax Counsel for the Committee on Ways and Means and Staff Director for the Subcommittee on Select Revenue Measures in the U.S. House of Representatives. Mr. Gimigliano s principal responsibilities with the Committee focused on issues involving corporate taxation including cost recovery, accounting methods, tax credits, corporate reorganizations, energy, the corporate alternative minimum tax, net operating losses and several other areas. During his tenure on the Committee, John was involved in the drafting, negotiation and enactment of several pieces of tax legislation, including the Energy Policy Act of 2005, the Tax Increase Prevention and Reconciliation Act (TIPRA), the Katrina Emergency Tax Relief Act of 2005, the Tax Relief and Health Care Act of 2006, the Small Business and Work Opportunity Act of 2007, the Economic Stimulus Act of 2008 and several others. Publications and Speaking Engagements Mr. Gimigliano is an adjunct professor at the Georgetown University Law Center, where he teaches the course Taxation of Energy Markets in the LL.M. program. Mr. Gimigliano is a frequent speaker at tax and industry conferences and has been a guest on the Diane Rehm Show and cited in the Wall Street Journal on the topics of taxation and tax policy. 2009, a U.S. limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A.

7 Position Partner, State and Local Tax Background SCOT GRIERSON Partner KPMG 20 Pacifica, Suite 700 Irvine, CA Tel Cell Function and specialization Scot is a partner in KPMG s Pacific Southwest State & Local practice. He specializes in technology, manufacturing and financial services Education, licenses & certifications California CPA; California, Nevada, and Washington, D.C. licensed attorney Bachelor of Arts in Economics, University of Hawaii Juris Doctor, magna cum laude, California Western School of Law LL.M. in taxation, with distinction, Georgetown University School of Law Scot is a Tax partner with over 20 years of experience in State and Local tax and leads KPMG s Pacific Southwest SALT practice. Prior to joining KPMG, Scot held roles in Big Four accounting and private law practice. He is a member of Advisory Board of the California Taxpayer Association, and a frequent speaker at tax industry conferences. Professional and industry experience Scot has in-depth knowledge of California tax law, extensive experience working with California taxing authorities, and a reputation in the marketplace as a thought leader on complex tax issues. Scot s practice includes audit defense and controversy representation before state administrative authorities. Scot has a wide range of experience consulting with both large public and privately held companies on various income, franchise, sales / use, and local tax issues. Based in Southern California, Scot focuses on serving clients in a wide range of industries including: technology, media, telecom, manufacturing, insurance, real estate and financial services. 2013, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member Page 1 of 1 firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International. NDPPS

8 David P. Hering Partner, Corporate David is a partner in s Washington National Tax Corporate practice and is based in Silicon Valley. He is responsible for reviewing KPMG tax opinions and other advice for technical accuracy and to ensure compliance with applicable professional standards. He specializes in subchapter C and consolidated return issues, including reorganizations, acquisitions, divestitures, liquidating and non-liquidating distributions, and debt restructurings. Much of David s practice involves structuring cross-border and multi-jurisdictional transactions, with particular emphasis in recent years on large-scale legal entity reduction projects. Preservation and usability of tax attributes (e.g., net operating losses) is always a point of emphasis in his practice. DAVID P. HERING Partner, Corporate Washington National Tax Mission Towers 1 Suite Freedom Circle Drive Santa Clara, CA Tel Fax Cell dhering@kpmg.com Consolidated returns, subchapter C, and domestic and cross-border restructuring issues M.A., accounting, University of Missouri-St. Louis, 1993 B.A., accounting, Eastern Illinois University, 1989 Certified public accountant (California, Missouri, and the District of Columbia) Member of the American Institute of Certified Public Accountants Tax Division David served two years ( ) on the staff of the Joint Committee on Taxation. While there, he advised the congressional tax writing committees on international and corporate tax issues, drafted tax shelter-related reports, prepared committee reports, and assisted in the development of tax proposals and statutory language. Prior to serving on the Joint Committee staff, David was a senior manager in Washington National Tax where he concentrated on consolidated return and Subchapter C issues. He also served s U.S. Corporate Tax Practice in London for two years ( ), where he advised clients on acquisitions and reorganizations involving multiple tax jurisdictions. David began his career with s Manufacturing, Retail, & Distribution Practice in St. Louis. David serves as a member of the AICPA s Corporation and Shareholders tax resource panel and has served as a member of Eastern Illinois University s Accountancy Advisory Board. Publications and Speaking Engagements David is a frequent lecturer and regularly serves as an instructor in continuing professional education courses. He has co-instructed the graduate-level corporate income tax class at American University. He has written articles and lectured for tax publications and organizations including the Corporation Taxation, The Journal of Taxation, The Tax Adviser, Corporate Business Taxation Monthly, Practical US/Domestic Tax Strategies, Tax Executives Institute Local chapters, Executive Enterprises, and Bank Tax Institute. 2012, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International.

9 Sean C. Kanaley Managing Director, Tax Background Sean Kanaley joined KPMG in 2014 and has more than seventeen years of big-four public accounting experience focused on federal income taxation of corporations and consolidated groups. SEAN C. KANALEY Tax Managing Director, M&A Service 20 Pacifica, Suite 700 Irvine, CA Sean has spent the last twelve years advising publicly traded, private equity backed, and venture capital backed corporations with significant net operating losses and tax credits. He has extensive experience with planning and compliance related to Section 382 and its effects on tax attribute carryforwards stemming from transactions including mergers and acquisitions, private and public stock placements, bankruptcy, and debt and equity financings. He also consults on how the limitation provisions affect tax return filing positions, purchase price, purchase accounting, and financial statements. In addition to advising clients with respect to Section 382 ownership change and limitation planning, Sean provides net operating loss preservation and utilization services including loss carryback claim analysis, stock basis analysis, earnings and profits analysis, and transaction cost analysis. Tel Sean is a Managing Director, Tax in the firm s M&A Tax Service. Languages English Education B.B.A. (Accounting), Niagara University J.D., Duquesne University School of Law 2015, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International.

10 Mr. Stelzner is a Partner within s International Corporate Tax Services practice. He has over 30 years of corporate international tax experience with the firm, currently serving the Southern California corporate international tax needs of KPMG s area client base. BRUCE STELZNER Partner International Corporate Tax Services (ICS) Suite Executive Drive San Diego, California Tel Fax bstelzner@kpmg.com Mr. Stelzner is a Partner within s International Corporate Tax Services practice. Professional Associations Member of the American Institute of Certified Public Accountants Member of the California Society of CPAs Languages English MBA and BS, Accounting, Southern Illinois University - Carbondale BS, Airport Transportation and Management, Southern Illinois University - Carbondale Certified Public Accountant in California Relevant experience includes consultations on a day to day basis in operating and investing abroad for both public and private companies. Relevant subject matter experience includes assistance with regard to cross border M&A, establishment of Base Income Shifting strategies, Structured Finance, Foreign Tax Credit planning including Earnings and Profits analysis and Subpart F mitigation, hybridized instruments and entities, stripped buy/sell and commissionaire arrangements, impact of FIN 48, SOX 404 and ASC 740 related assistance. Mr. Stelzner joined the Dallas practice in February 1985 and has dedicated substantially all of his time serving the international tax needs of KPMG s clients. While in Dallas he worked exclusively on Fortune 500 type corporate multinational enterprises, both inbound and outbound. In June of 1993, he accepted a rotational assignment in KPMG s International Tax Centre located in Amsterdam, an in-house research center for KPMG s global international tax practice which develops and maintains technical tax planning matters, software products and legislative tax developments occurring around the world, as well as providing client support. In that capacity, Bruce coordinated global delivery of tax services to KPMG s client base as well as providing resource services. In January of 1995, Bruce returned to the U.S. practice in Southern California and currently serves as a senior lead tax partner within KPMG s International Corporate Services practice. Representative Clients Beckman Coulter Arena Pharmaceuticals Microchip Technology Broadcom Corporation Nuvasive, Inc Volcano Publications and Speaking Engagements Speaker at a number of forums, including the Tax Executives Institute and Council for International Tax Education (CITE) Other Activities Instructor at global corporate international tax courses held for KPMG tax professionals 2014, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member Page 1 of 1 firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. Printed in the U.S.A.

11 Background Jenna Summer is a senior manager in the Accounting for Income Taxes group in KPMG s Washington National Tax Practice. Jenna has been with KPMG for eleven years and specializes in accounting for income taxes under both US GAAP and IFRS. JENNA L. SUMMER Tax Senior Manager Suite K Street NW Washington, D.C Tel Fax Cell jsummer@kpmg.com Jenna is a member of the Accounting for Income Taxes Group in KPMG s Washington National Tax Practice. Representative Clients YUM! Brands, Inc Accenture plc Professional Associations Member, AICPA Member, Michigan Association of CPAs (MACPA) Jenna provides services to public and non-public domestic and multinational clients in a variety of industries, including, but not limited to, the following activities: Income Tax Provision Preparation, Review and Audit under both US GAAP and IFRS including accounting for uncertainty in income taxes, accounting for investments in subsidiaries and tax accounting considerations of share-based compensation Accounting for Income Taxes on Carve-out Financial Statements Accounting for Income Taxes on IFRS Conversions Jenna also supports accounting for income tax matters for local office engagement teams, knowledge sharing of emerging issues and assists with the development and delivery of firm training and external presentations. Technical Skills ASC 740 IAS 12 Languages English BS in BA in Accounting, Central Michigan University Masters of Science in Taxation, Grand Valley State University Certified Public Accountant, Michigan & Washington, D.C. 2009, a U.S. limited liability partnership and a member firm of the KPMG network of independent Page 1 of 1 member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A.

12 Jeffrey L. Vogel Principal, Corporate Jeffrey L. Vogel is a principal in s Washington National Tax Corporate practice. He advises KPMG partners, employees, and clients on corporate tax matters, including consolidated returns and SRLY. The Washington National Tax Corporate practice also helps clients structure transactions and prepares (or reviews) memoranda, private letter ruling requests, and tax opinions. JEFFREY L. VOGEL Principal, Corporate Washington National Tax 1801 K Street, NW Washington, DC Tel Fax Cell jlvogel@kpmg.com Consolidated returns, mergers, acquisitions, spin-offs, divestitures, liquidating and nonliquidating corporate distributions, and corporate reorganizations LL.M., taxation, with distinction, Georgetown University Law Center, 2001 J.D., magna cum laude, University at Buffalo Law School, 1995 B.A., cum laude, economics, Union College, Schenectady, N.Y. Before joining Washington National Tax in 1999, Mr. Vogel served as an Attorney-Advisor to the Assistant Chief Counsel (Corporate), Office of the Chief Counsel, Internal Revenue Service. In that position, he was extensively involved with issues under subchapter C and the consolidated return regulations. He was the primary author of regulations governing SRLY and consolidated group acquisitions, as well as a revenue procedure involving intercompany transactions. Mr. Vogel was an instructor at IRS programs and a guest lecturer at the University of Virginia Law School, Georgetown University Law Center, George Mason University School of Law, and the American University Business School. Mr. Vogel is a former chairperson and vice-chairperson of the American Bar Association's Committee on Affiliated and Related Corporations. He also served as the chairman of the AICPA s Corporation and Shareholders tax resource panel. Publications and Speaking Engagements Mr. Vogel is a co-author of The Consolidated Tax Return (sixth edition), published by Warren, Gorham & Lamont of RIA. He has also written numerous articles for tax publications and organizations including the Journal of Taxation, the American Law Institute/American Bar Association (ALI/ABA), and the Practising Law Institute (PLI). Mr. Vogel lectures extensively on consolidated returns and mergers and acquisitions, and serves as a panelist for various groups, including the American Bar Association. He also teaches internal and external continuing professional education courses. 2012, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International.