Michael Wager. Practice Group Chair / Partner

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1 Michael Wager Practice Group Chair / Partner Office: Cleveland Address: 200 Public Square Suite 3500 / Cleveland / Ohio mwager@taftlaw.com Telephone: (216) Fax: (216) MICHAEL WAGER is chair of Taft s national Business & Finance Group. Michael represents private and publicly-held entities in mergers and acquisitions, securities offerings, corporate finance, corporate governance and regulatory compliance (including SEC and CFTC matters), and strategic growth initiatives. He also advises private equity and venture capital firms in connection with portfolio company investments, acquisitions and dispositions, fund formation and structuring, and securities and corporate law matters. He also has extensive experience representing companies and investors in change-of-control transactions. Michael was the chair of a Cleveland-based private equity firm and has served as adviser to, and director of, several private and public companies, including as lead director of a Dutch-based, NYSE-listed private utility Representative Transactions Mergers and Acquisitions; Joint Ventures Represented privately-held managed care company in US$225 million sale to NYSE-listed integrated health care services Represented NYSE-listed integrated pharmacy health care services company in US$300 million acquisition of a privately-held pharmacy health care services Represented NYSE-listed integrated pharmacy health care services company in US$30 million acquisition of a privately-held home health care services Represented NYSE-listed retailer in US$215 million acquisition of U.S. toy Practice Groups: Mergers & Acquisitions, Business & Finance, China, International, Public Offerings, Corporate Governance, Private Equity Bar/Court Admissions: Federal Northern District of Ohio State New York, Ohio Year First Admitted to Practice Law: 1981 Education: New York University School of Law (1981), M.A., Columbia University (1976), B.A., The American University (1973)

2 Represented NYSE-listed retailer in US$1.1 billion acquisition of U.S. closeout Represented NASDAQ-listed enterprise software company in sale to publicly-held technology Representing NYSE-listed water utility company in its acquisition of privately-held desalination operations in Antigua and St, Maarten. Representing NYSE-listed real estate investment trust in joint venture with German-based real estate partnership for development of shopping centers in Ukraine and Russia. Represented privately-held Dutch holding company with tobacco packaging operations in Latin America to publicly-held Swiss-based global packaging Represented German-based car manufacturer in joint venture with U.S.- based global financial institution. Represented private U.S. investor group in sale of corporate data services company to Canadian-based publicly-held information services from U.K. public Represented private equity fund in acquisition of retail auto repair operations Represented NASDAQ-listed e-business service company in sale of on-line automobile sales and marketing platform to NYSE-listed global technology consumer packaging manufacturers. Represented private equity fund in sale of Mexican-based packaging operations to Austrian-based packaging Represented NASDAQ-listed jewelry manufacturer in sale of U.S. and Dominican operations to privately-held U.S. manufacturer. operations. engaged in hospitality and restaurant sector. Represented NYSE-listed global communications company in several acquisitions and divestitures involving over 40 cable television systems. Represented NASDAQ-listed information technology company in the Represented private equity fund in several acquisitions of Mexican-based Represented private equity fund in sale of U.S.-based gear manufacturing Represented private equity fund in acquisition of U.S.-based SaaS company strategic acquisition of operating divisions of publicly-held defense contractor.

3 Represented publicly-held Australian media company in its acquisition of two U.S. magazine businesses. Represented registered investment advisor in sale on non-controlling interest to private equity fund. Represented registered investment advisor in acquisition of general partner interests in several U.S. private funds. Represented private U.K. company in its joint venture with Dutch-based utility. Represented NYSE-listed global communications company in joint ventures for build and operation of U.S. urban cable television systems. Represented U.S. private equity group in joint venture with NASDAQ-listed technology company for new retail concept. Capital Market Transactions Represented the underwriters of public offerings (initial, secondary and follow-on) of common stock for U.S. and foreign private issuers in information technology, manufacturing, utilities, pharmacy health care services, biotechnology, healthcare, restaurants and hospitality, and retail. Represented the underwriters of public offerings of common stock by an NASDAQ-listed producer of natural gas, aggregate proceeds in excess of $60 million. initial public offering. Represented NASDAQ-listed e-services consulting business in $27 million Representing a private investor group as stand-by purchaser common stock purchase rights by NYSE-listed integrated pharmacy health care services follow-on offerings. subordinated notes. common stock. Represented AMEX-listed jewelry manufacturer in initial public offering and Represented NYSE-listed retailer in US$100 million offering of senior Represented NYSE-listed retailer in US$220 million public offering of Represented NASDAQ-listed information technology company in US$40 million offering of convertible subordinated debentures.

4 Represented Dutch-based water utilities company in its initial public offering of $145 million. Represented NYSE-listed retailer in US$100 million offering of short-term subordinated notes. Venture Capital Transactions Representing a NYSE-listed retailer in its formation and capitalization of online Represented NASDAQ-listed e-business service company in its formation and capitalization of on-line automobile sales and marketing platform. Representing a U.S. investor group in its US $6.5 million equity investment in an mobile computing Representing a U.S. investor group in its US$4 million equity investment in SaaS company engaged in hospitality and restaurant sector. Representing a U.S-based fund in numerous seed capital investments in portfolio companies in U.S., Mexico, Chile, United Kingdom and Australia. Representing founders in the formation and capitalization of a startup information services Representing founders in the formation and capitalization of a startup retail food service He is a member of the adjunct faculty at Case Western Reserve University. He is also a past chair of the board of the Cleveland-Cuyahoga County Port Authority and has served on the board of the Clean Ohio Council - Ohio's $400 million Brownfield Revitalization Fund. Michael served as chair of the selection committee for the American Marshall Memorial Fellowship and as a member of the boards of the following organizations: Northeast Ohio Development Fund National Leadership Council, University Hospital Seidman Cancer Center Cuyahoga County Renewable Energy Task Force Gateway Economic Development Corporation of Greater Cleveland Cleveland Foundation s Task Force on Economic Development Mayor s Convention Center Task Force

5 White House Business Council Michael received his J.D. from NYU School of Law; his M.A. from Columbia University; and his B.A. from The American University. He is admitted to practice in Ohio and New York.