GOVERNMENT INVESTIGATIONS

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1 GOVERNMENT INVESTIGATIONS Clients hire the attorneys in Shulman Rogers Government Investigations practice because of our vigorous and creative advocacy. Our diligence and insights have delivered outstanding results. Our practice encompasses all investigative matters, especially securities enforcement (SEC and FINRA), white-collar (DOJ and state prosecutions), and government contracts. We also have extensive experience in matters originating with the Commodity Futures Trading Commission, the Federal Trade Commission, the Food & Drug Administration, the Consumer Financial Protection Bureau, the World Bank and debarring officials of civilian agencies and military departments and other federal, state and international regulators and enforcers. The senior lawyers on our team all of whom have extensive national and international government investigations and enforcement experience chose to join forces at Shulman Rogers so that we can focus on our clients and on obtaining the best possible outcome. The Shulman Rogers culture (and rate structure) allows us to defend investigations strategically and to litigate - when necessary - aggressively and effectively. Regulators and prosecutors know that we will litigate when the situation demands. And, corporate boards of directors and officers trust our judgment and recommendations in conducting internal corporate investigations. PRACTICE CHAIR Jacob S. Frenkel ATTORNEYS Russell Duncan Paul Huey-Burns David B. Robbins Joel D. Schwartz Laura J. Mitchell Baker Jeffrey S. Gavenman Renee Kramer Mee Soon Langohr Allison Baker Shealy Nicole Stankewicz Jeffrey S. Holik Vincent Hsia This Shulman Rogers team has guided clients to successful conclusions in hundreds of matters. We have represented individuals and companies in government investigations and civil and criminal litigation involving the SEC, FINRA, the DOJ, other regulatory and criminal authorities, and the World Bank. We have the skill, experience, and temperament to resolve serious issues, often without recourse to expensive litigation. When intensive litigation is the best approach, we custom-tailor the best defense -- and sustain that defense to a final resolution PARK POTOMAC AVENUE, 6TH FLOOR, POTOMAC, MD T F ShulmanRogers.com

2 Our senior lawyers have experience as senior federal prosecutors, investigators and regulators. We understand the politics, policies, strategies and tactics of the SEC, the DOJ, FINRA, DoD, CFTC, World Bank and other authorities. Our team takes challenging facts, advocates aggressively and secures favorable outcomes - cost effectively. We consistently resolve matters involving allegations of insider trading, FCPAviolations, financial and accounting fraud, FDA violations, bribery, extortion and government contract matters, including investigations, export controls, False Claims Act defenses, Inspector General inquiries, whistleblower protection, and suspension and debarment proceedings. We successfully defend parties in white collar criminal investigations by federal and state authorities, and civil and regulatory investigations by securities regulators, stock exchanges and capital markets self-regulatory organizations. Representative Matters White-Collar Criminal Defense Won acquittal for the president of a Midwestern company on charges of criminal fraud in a federal district court trial. Obtained acquittal for government official in a state court trial. Presently representing a government contractor executive in combined DOJ Antitrust criminal and civil investigation. Secured no charges for Chairman, CEO and Controller of New York Stock Exchange-listed healthcare industry company in a federal criminal investigation and a parallel SEC investigation. Secured no charges for Chairman, CEO and CFO of New York Stock Exchange-listed textile industries company in a federal criminal investigation and a parallel SEC investigation. Obtained declination of prosecution following investigation of client by joint the Department of Justice and the Department of Homeland Security National Security & Joint Terrorism Task Force. Won full reinstatement for graduate student at major university by convincing Title IX investigators that there was insufficient evidence of any violation. Successfully negotiated no charges being filed against the CEO of an offshore company in the sale of industry-specific electronic devices governed by the Export Administration Regulations (EAR). Negotiated favorable resolution in the criminal prosecution for conflicts of interest and ethics violations of a prominent US Government scientist.

3 Internal Investigations: Domestic and International Conducted shadow internal investigation for Board of Directors of New York Stock Exchange-listed company in textiles industry and disproved all investigative findings of a Special Committee by finding exculpatory and corroborating evidence that had been ignored by Special Committee's forensic team. Led internal investigation for Audit Committee of New York Stock Exchange-listed real estate development company and discovered possible corruption of municipal official. Conducted internal investigation for Audit Committee of NASDAQ-listed infrastructure company into allegations of embezzlement in overseas operations and possible corrupt payments in high-risk jurisdictions. Led internal investigation for high profile not-for-profit organization to address allegations of misuse of corporate assets by senior corporate official. Financial Services: Broker-Dealers Obtained favorable results for several national broker-dealer firms in connection with SEC and FINRA investigations concerning the firms' sales, trading, due diligence and supervisory practices, including matters involving the offer and sale of complex investment products. Persuaded the SEC and FINRA to take no action against one of the largest brokerage firms serving independent advisers following the investigation of the failure of a multimillion dollar REIT. Financial Services: Investment Advisors, Mutual Funds and Hedge Funds Represented an independent credit ratings agency in an SEC Administrative Proceeding and its CEO, filed a lawsuit against the SEC in United States District Court to move the case to federal court, and successfully resolved the cases on behalf of the clients. Convinced the SEC to dismiss its administrative proceeding against a multimillion dollar hedge fund. Convinced the SEC not to file charges against a CEO and his wife whom the SEC previously had stated it intended to charge with insider trading. Entered the case after the SEC had sent clients a Wells notice and persuaded SEC to reverse its decision. Won summary judgment in federal district court for a national investment adviser and its officers in a securities class action litigation resulting from a SEC investigation.

4 Persuaded the SEC staff to end its investigation of a hedge fund without bringing any charges in the investigation of mortgage-backed securities. Achieved a very favorable resolution of an SEC investigation a major investment adviser in connection with the adviser's procedures for valuing securities held in fund portfolios. Represented advisers and fund complexes in "market timing" investigations, and several hedge funds and associated persons in investigations of whether the funds traded on the basis of non-public information. Securities Enforcement: Public Companies Persuaded the SEC not to bring an enforcement action against the CEO and CFO of a New York Stock Exchange listed company with a billion dollar market cap in a financial fraud investigation. Persuaded the SEC not to bring an enforcement action against the CEO of a digital media company in an SEC investigation, beginning at the Wells submission. Won summary judgment for a general counsel of a public company in a law suit filed by the SEC in federal court. Won summary judgment for the directors of a public company in derivative securities litigation resulting from an SEC investigation. Convinced the SEC staff to end its investigation without bringing any charges against a public company or its officers in an investigation of alleged financial fraud. Defended a major bank in connection with the bank's relationship with an independent brokerage and advisory firm. Persuaded SEC to bring no charges against a major food company and its CEO for disseminating corporate information through anonymous postings to a public website. Defended a company in an investigation concerning the dissemination of corporate information through a publicly available web site. Represented several companies and individuals in the government's investigations of corporate options-granting practices and senior corporate officers in connection with internal and SEC investigations relating to the establishment of "special purpose entities" and the conduct of "round-trip" transactions. International Anti-Corruption Matters

5 Argued before the World Bank Sanctions Board on behalf of two non-us based international high-tech companies accused of conflict of interest and corruption and achieved desired objective of the companies, including an unprecedented letter of reprimand instead of debarment. Advised the Indonesian Securities Commission (BAPEPAM) at request of World Bank on Anti-Money Laundering and Combating the Financing of Terrorism compliance and regulations, and delivered comprehensive written analysis and recommendations. Represented Middle Eastern public figure in a US DOJ investigation of corruption, enabled client to avoid appearing at trial in the Middle East and secured no charges in the U.S. Conducted an internal investigation on behalf of Government of Somalia and refuted damaging report by United Nations Monitoring Group. Advised the government of an African nation on the design and implementation of anti-corruption regulations in the mining sector. Expert Witness Produced pivotal substantive report in federal civil litigation relating to a restatement of public company financial statements and the conduct of SEC investigations. Provided critical expert rebuttal testimony for a law firm and counsel in a state civil legal malpractice lawsuit regarding claims of legal malpractice against prominent firm and attorney in a securities investigation. Produced compelling substantive expert report on applicability of Sarbanes-Oxley Act and the Foreign Corrupt Practices Act in state civil whistleblower litigation relating to a company's conduct in Asia. Delivered persuasive expert report, prepared cross examination of opposing expert witness and testified as an expert in trial before arbitral tribunal in international arbitration in the hedge fund industry regarding the applicability of SEC pay-to-play regulations. Government Contracts Convinced the U. S. Attorney's Office not to intervene in a whistleblower suit, and subsequently obtained dismissal of the private whistleblower action against a government contractor in a civil billing fraud investigation.

6 Convinced a civilian agency to terminate a suspension without proposing debarment for our client, a C-level executive, despite a felony conviction. Represented multiple senior executives proposed for debarment by a military department and either received no debarments or time served exclusions (decisions that end all contracting restrictions the day they issue) despite grounds to impose multi-year debarments. Conducted numerous internal investigations and managed proactive mandatory disclosures to limit parallel proceeding risk, where other similarly-situated entities faced substantial additional inquiries from criminal and civil investigative authorities. PCAOB Our two former assistant directors of enforcement at the Public Company Accounting Oversight Board (PCAOB) are well placed to provide insight into the PCAOB process, an assessment of the PCAOB investigations, professionals and guidance in complying with the increasingly complex PCAOB related issues. PUBLICATIONS Khuzami Leaves Overhauled SEC Enforcement Unit FCPA Compliance NEWS Jacob Frenkel comments in Yahoo News: Tough road ahead for Volkswagen in US Jacob Frenkel quoted in Law360: Broader Case Looms As FIFA Probe Persists Jacob Frenkel interviewed by CNBC's Squawk Box on United Airlines replacing CEO Jacob Frenkel quoted in The Daily Record: How will judge decide Freddie Gray venue question? Jacob Frenkel quoted in Law 360: SEC Administrative Court Has A Constitutionality Problem Jacob Frenkel quoted in Bloomberg Business: For the SEC s In-House Court, a Question of Justice for All Joel Schwartz appointed to serve on the National Association of Criminal Defense Lawyers White Collar Committee Jacob Frenkel quoted in Law360: The Atlanta Judge Who Stuck A Thorn In The SEC's Side

7 Jacob Frenkel quoted in Law360: Halted SEC Case To Spark More In-House Court Challenges Jacob Frenkel quoted in Bloomberg Business on SEC Appointment of In-House Judges "Likely Unconstitutional" Jacob Frenkel quoted in Voice of America: FIFA Plea Deals Could Implicate Blatter Jacob Frenkel quoted in The Jakarta Post: US agencies probe big banks on China nepotism Jacob Frenkel quoted in International Business Times regarding anticipated historic guilty pleas from banks Jacob Frenkel quoted in Law360 - FLIR's $9.5M FCPA Settlement Reflects Cooperation With SEC Attorneys Weigh In On SEC's $77M Settlement With S&P - Law360 Emily Gordy quoted in Investment News: Regulators bare their teeth on excessive fees Emily Gordy quoted in Financial Post regarding Icahn and Twitter Paul Huey-Burns quoted in Ignites regarding Pimco ETF Case Jacob Frenkel in the Wall Street Journal: SEC probes whether congressional staff helped tip off Wall Street to health-care policy Jacob Frenkel interviewed by the Washington Post concerning the McDonnell corruption charges CFTC Mimics SEC Polley Shift wtth JPMorgan 'Whale' Pact Jacob Frenkel on McDonnell Investigation Criminal indictment expected for SAC Capital McDonnell apologizes, repays loans A Towering Fine for Naught, as the S.E.C. Tracks Cohen Wall Street surprised by Cohen charge Case Reveals Cohen s Links to Dubious Actions at SAC SEC charges hedge-fund mogul Steve Cohen SEC charges hedge-fund tycoon Steven Cohen with failure to supervise traders SEC Is Seeking to Ban Cohen SEC Is Seeking to Ban Cohen

8 Prosecutors Unleashed As $5B S&P Action Rolls On New SEC Probe Scrutinizes 'Political Intelligence' SEC Investigates Insider Trading Leaks Markets Shocked by False AP Tweet U.S. Launches Civil Action Against S&P UBS targeted in interest-rate rigging scandal Quick Defense in Insider Trading Trial of 2 Hedge Fund Managers How an accounting spat could force all Chinese companies off US exchanges OSC accuses Ernst & Young as firm settles Sino-Forest class action suit HP Takes a 8.8B charge: From an accounting and legal perspective Potential Legal Implications in Petraeus Case Girl Dies as Pluristem Sells on Gains With Miracle Cells: Health Stock Soars on Stem Cell Success Stories, Silence Follows Girl's Death $1B BofA Mortgage Suit May Usher Broad Crackdown On Banks Will Google's Filling Snafu Trigger Legal Action? Google blames contractor for early release of data Google early earnings release stuns traders American law: How non-us companies are affected US jury rejects SEC charges over CDO sale Netflix, the SEC, and a Problem Called FD Twitter May Face Sisyphean Challenge in Protected Speech Battle Bain's SEC Filings Don't Mean Rommney's A Crook JPM's Whale of a Loss: Who Knew What & When? Penn State Scandal Analysis Intrigue Behind Ouster at Duke Energy Insider trading: Rajat Gupta convicted, faces jail term of up to 25 yrs

9 Best Buy moves against Schulze Edwards Verdict Shows Clemens Need Not Fear Taint Of Reputation Confused About Facebook's IPO Flap? Here's What It Means To You Feeding frenzy for lawyers in botched Facebook IPO Regulators Tagging Morgan Scrutiny of Facebook IPO builds Best Buy founder Richard Schulze quits over Brian Dunn scandal Best Buy investigation of ex-ceo widens U.S. immigration officials to detain Conrad Black upon his release from prison Wal-Mart Bribery Probe: Why the Stakes Are So High Crowdfunding to Spur Small Businesses Greeted With Applause, Warnings British Teens Ran "Stock-Picking Robot" scam, SEC says SEC takes action against rater Egan-Jones Ted Stevens Prosecutors Hid Evidence Before Trial, Report Says Goldman, Wells Cite SEC Enforcement Threat JPMorgan Joins Goldman in Disclosing Threat of SEC Enforcement STOCK Act limps toward passage Puda Coal Executives Stole Company Assets, SEC Alleges in Suit Several Cleveland-area accountants, lawyers named in securities fraud lawsuit Analysis: Obstacles high for more mortgage prosecutions Former SEC Attorney: Can Drive A Truck Through the Openings in 'The Stock Act' Whittier Trust manager among 4 arrested in insider trading probe Nortel trial will test the system Watchdogs Let Freddie and Fanny Execs Slide Jacob Frenkel weighs in on the MF Global case Corzine Testifies Before Former Senate Colleagues on Missing MF Global Funds

10 N.Y. Judge Rejects SEC's $285M Deal With Citigroup as 'Unfair, Unreasonable' Judge orders Rajaratnam to pay penalty of $93 million Whistle-blower law creates incentives and risks Ex-SEC Lawyer Frenkel Discusses UBS Unauthorized Trading Why Rogue Traders Get Jail But Bad Execs Get A Pension The Return Of Toxie S.E.C. Asks Court to Force a Release of Papers From China SEC takes China-based Deloitte unit to Court S&P Under Review for Possible Violations Over Credit Downgrade Law from 2006 gives SEC scope to probe S&P Auction-Rate Securities UPDATE: SEC Brief May Help ARS Investors SEC Brief in Auction-Rate Case May Help Investors Suing Banks, Lawyer Says Attorney Weighs In On Casey Anthony Verdict Jacob Frenkel on CNBC's Squawck on the Street regarding Madoff Jacob Frenkel quoted in the Gazette Frenkel on SEC issues `Galleon' Case Defense Gets Trial Run in Unrelated Prosecution Guest Column: Goldman Sachs Can Win, But At What Price Goldman Sachs on Capitol Hill Hot Seat EVENTS 2nd Annual Wall Street China Forum China Entrepreneurs to Host 2nd Annual Edition of Wall Street China Forum May 15th in NYC Fifth Annual National Institute on Securities Fraud