Philip D. Amoa Associate

Associate T: 215.979.3869 F: 215.988.4332 pamoa@mccarter.com 1600 Market St. Ste. 3900 Philadelphia, PA 19103 Renaissance Centre 405 N. King St., 8th Flr. Wilmington, DE 19801 is a corporate lawyer whose practice focuses on representing middle-market companies in mergers and acquisitions, joint ventures, strategic alliances and other commercial transactions. As a member of McCarter s Venture Capital & Emerging Growth Companies practice, Philip also focuses on representing early stage, emerging growth, and middle-market technology, tech-enabled and life science enterprises, as well as the investors, executives and boards of directors who support and lead them. Philip also has extensive experience in the organization and structuring of all forms of Delaware alternative entities, including Delaware statutory trusts, limited partnerships, limited liability companies and series LLCs, and, as part of his Delaware corporate law practice, provides advice to boards of directors of Delaware companies on corporate governance issues and their fiduciary duty obligations. He has experience providing third-party legal opinions concerning Delaware s General Corporation Law, Delaware s alternative entity statutes, the Delaware UCC and other applicable law. Philip co-chairs the M&A subcommittee of the LLCs, Partnerships and Unincorporated Business Entities (LPUE) Committee of ABA Section of Business Law. Philip also serves as a member of the Board of Directors of the Board of Pensions of the Presbyterian Church (U.S.A.), the corporate entity established to administer the denomination s nationwide healthcare plan as well as manage about $9 billion in assets for its pension plan. Philip is committed to public service and has been recognized within and outside the firm for his pro bono work with not-for-profits and low-income entrepreneurs and business owners. Philip completed the United Way of Southeastern Pennsylvania Young Leaders Program, which trains young professionals for service on boards of nonprofit organizations. He currently serves on the Board of Directors of Philadelphia VIP, the hub of pro bono legal services in Philadelphia. Philip graduated from the University of Illinois College of Law. During law school, Philip founded and ran a technology company that connected law students with potential employers. Prior to law school, Philip worked at Merck & Co., Inc. in supply chain management. He is admitted to practice law in Delaware, Pennsylvania and New Jersey. Philip has been named to Lawyers of Color s Annual Hot List, and was also named among The Legal Intelligencer s 2014 Lawyers on the Fast Track. REPRESENTATIVE MATTERS Representation of Numerous Emerging Growth Companies Representation of numerous emerging growth companies, including software companies, mobile application developers, medical device companies, internet companies, service providers and healthcare technology companies in their respective formation and other ongoing corporate matters, including financings, corporate structure and governance, negotiation of contracts and exit strategies Representation of Numerous Non-Profit Organizations Representation of numerous non-profit organizations in their respective formation and 501(c)3 application including advice on various governance matters Represented Florida-Based Broker with Assets We represented a Florida-based broker dealer with $2 billion in assets under management in a sale of its assets to another broker dealer in a stock transaction PRACTICE Corporate, Securities and Business Transactions Venture Capital & Emerging Growth Companies INDUSTRY Technology Manufacturing Life Sciences Mid-Cap Companies Private Equity EDUCATION J.D., University of Illinois College of Law B.S., Gwynedd-Mercy University, summa cum laude Illinois Business Law Journal, M&A Staff Writer BAR ADMISSIONS New Jersey Pennsylvania Delaware COURT ADMISSIONS District of New Jersey Eastern District of Pennsylvania District of Delaware MEMBERSHIPS & AFFILIATIONS AM&AA (Alliance of Merger and Acquisition Advisors), Board Member and Co- Founder of Philadelphia Chapter LLCs, Partnerships and Unincorporated Business Entities Committee of ABA Section of Business Law, Vice-Chair of M&A Subcommittee Board of Pensions of the Presbyterian Church (U.S.A.), Independent Director Philadelphia VIP, Board of Directors

Represented International Industrial Engineering and Manufacturing Firm We represented an international industrial engineering and manufacturing firm in a multimillion dollar transaction in connection with the acquisition of a leading independent service provider for gas turbines in the US Represented Life Sciences Company with Acquisition We represented a life sciences company in connection with a $17 million acquisition of the stock of a pharmaceutical products services company. Represented Medical Device Start-Up We represented a medical device start-up in the structuring of a complex commercial arrangement with a Fortune 50 public corporation Mergers and Acquisitions Represented a major insurance company in connection with a closing of the sale of its insurance group to a California based insurance company and simultaneously merged their respective affiliated holding companies, a deal valued in excess of $250 million Represented a French electrical manufacturer in connection with a $17 million acquisition of the assets of an Ohio-based manufacturer of digital audio distribution systems Represented an international industrial group in connection with its $110 million stock acquisition of a manufacturer of fiber optic and cable assemblies for the datacom and telecommunications industries Represented a publicly traded company in connection with a $425 million stock acquisition of an information and financial advisory services company Represented a New York-based environmental sustainability services company in a $7 million cash and stock transaction in connection with its sale to a publicly traded company in the energy management and sustainability services sector Cradles to Crayons, Corporate Advisory Council Member Philadelphia Bar Association, Young Lawyers Division, Executive Committee member (2012-2015) Pyramid Club, Young Executives Committee, Former Chair Pennsylvania Bar Association Business Law Section, Member Delaware State Bar Association Corporation Law Section, Member American Bar Association Section of Business Law, Member WHYY, Community Advisory Board Member DISTINCTIONS Harno Scholar CALI Excellence Award Recipient Represented an industrial electrical contractor with instrumentation and telecommunications capabilities in connection with the merger of an affiliated commercial electrical contractor Represented a specialty chemical company in connection with the purchase of the assets of a company dedicated to developing and providing superior animal health solutions Represented a medical device manufacturer in connection with a $12 million acquisition of the assets of a medical device distribution company Private Equity/Venture Capital Represent private equity and venture capital firms in connection with investments in technology and biotechnology companies Represented a major Mid-Atlantic insurance company in connection with a $3 million investment (Series A Preferred) in an Atlanta-based digital marketing and e-commerce venture Represented a Developer with Senior Secured Growth Financing We represented a developer and provider of specialized conference spaces and integrated services for off-site professional meetings, in connection with the issuance of Senior Secured Notes to private equity funds that invest in debt and equity in lower middle market companies. Represented Investment in an Industrial Safety Supply Distributor We represented a multi-million private equity firm that invests in mezzanine debt and equity into lower middle market businesses across the U.S., in its investment in an industrial safety supply distributor selling personal protective equipment ranging from hard hats and fall protection to gas detection equipment and hazardous material handling gear Emerging Growth Represented a specialty chemical company in a private placement and advised its board of directors on numerous corporate governance issues Represented one of the largest privately held staffing companies in North America in a joint venture agreement Represented a Nova Scotia company in connection with the $5 million sale of its shares in a Canadian travel concierge services company to a controlling shareholder in the company Represented an internet music technology company in connection with a joint venture agreement with a Czech Republic software developer Represented an internet-based company, operating a real estate discount listing service, in connection with capital raising efforts NEWS 02/11/16 Philip Amoa quoted and McCarter & English mentioned in "Helping VIP Meet Its Mission," which appeared in the February 2016 VIP Impact Newsletter

01/08/16 Law Firm McCarter & English, 20-Year Philadelphia Fixture, Moving to New Center City Location on Long- Term Lease 07/20/15 Philip Amoa and Michael Glasheen pictured in The Legal Intelligencer's People in the News section 06/17/15 McCarter & English Hosts Philadelphia VIP Small Business Legal Clinic for Micro-Entrepreneurs 09/30/14 Philip Amoa profiled in The Legal Intelligencer's 2014 "Lawyers on the Fast Track" 09/18/14 Philadelphia-based McCarter & English Attorney Philip Amoa Named to The Legal Intelligencer's 2014 Lawyers on the Fast Track 07/21/14 Philip Amoa elected as an independent director of the Board of Pensions of the Presbyterian Church (U.S.A.) 06/19/14 McCarter & English Hosts Philadelphia VIP Small Business Legal Clinic for Micro-Entrepreneurs 02/14/14 Philip Amoa quoted in "How and Why Your Team Is Everything (And Other Essentials for Startup Success...)," which appeared in JD Supra 01/22/14 Philadelphia-Based McCarter & English Attorney Elected to Board of Pro Bono Legal Organization 10/30/13 Philip Amoa appointed to Delaware State Bar Association Delaware General Corporation Law Drafting Committee 04/17/13 McCarter & English Hosts Philadelphia VIP Small Business Legal Clinic for Micro-Entrepreneurs 10/04/12 Philip Amoa quoted in Chicago Daily Law Bulletin, "Susler Takes on ACC Lead Role" 09/07/12 Philadelphia VIP recognizes as the "Volunteer of the Month" for his outstanding assistance to VIP clients SPEAKING 03/16/16 Earn-Outs: Traps and Tricks Mid-Atlantic Philly Alliance of Merger & Acquisition Advisors (AM&AA) 04/16/15 Medtech Panel Discussion David J. Sorin and Greater Philadelphia Alliance for Capital and Technologies (PACT) 2/7 & 2/9/14 2014 Charting Your Own Course Career Conference (CYOC) The Ritz-Carlton Hotel (Philadelphia) EVENTS 06/25/15 McCarter & English Sponsors AM&AA Mid-Atlantic Chapter Philadelphia Branch Summer Social 09/18/14 AM&AA Philadelphia Chapter Inaugural Networking Event 06/17/14 Philadelphia VIP s Small Business Legal Clinic 04/16/13 Philadelphia VIP s Small Business Legal Clinic PUBLICATIONS 05/05/16 Delaware Law Updates - Demand Refused Rule 23.1 Explained by the Delaware Court of Chancery Daniel J. Brown

04/21/16 Delaware Law Updates - Delaware law on advancement of fees incurred by former officers and directors Benjamin A. Smyth 03/09/16 Delaware Law Updates - FdG Logistics LLC v. A&R Logistics Holdings, Inc., C.A. No. 9706-CB (Del. Ch. Feb. 23, 2016) 02/25/16 Delaware Law Updates - PECO Logistics, LLC v. Walnut Investment Partners, L.P. 08/11/15 Corporation Law: Pennsylvania, F. Traynor Beck and Peter R. Asselin Practical Law 07/14/15 New Pennsylvania Law to Simplify Entity Transactions - M&E Corporate, Securities and Business Transactions Alert 07/06/15 New Delaware Law Invalidates Fee-shifting and Validates "Forum-selection" Provisions 06/05/15 A Key Reminder to Directors of Delaware Corporations When Granting Equity Awards under an Equity Incentive Plan - Corporate, Securities and Business Transactions Alert and Benjamin A. Smyth 05/07/15 Delaware Expands Rights of Nonmembers of Delaware LLCs - and Jameson A.L. Tweedie 05/01/15 Delaware Chancery Ruling Offers 171 Million Reasons to Address Inherent Conflicts of Interest in Delaware Limited Partnerships - Corporate, Securities and Business Transactions Alert 04/04/14 Amendments to Delaware General Corporation Law Allow Delaware Corporations to Ratify Defective Corporate Acts and Howard M. Berkower M&E Corporate, Securities and Financial Institutions Alert 04/01/14 Corporation Law: Pennsylvania, Peter R. Asselin and F. Traynor Beck 08/23/13 A Key Reminder When Putting A Del. Company Up For Sale and Jameson A.L. Tweedie 08/19/13 Advice From Del.: Mean What You Write, Write What You Mean 07/19/13 Valid and Enforceable: Delaware Corporation Bylaws With Forum Selection Clauses M&E Corporate, Securities and Financial Services Alert 05/23/13 Corporation Law: Pennsylvania F. Traynor Beck, and Peter R. Asselin 11/12/12 The Delaware Supreme Court Confirms that the Imposition of Default Fiduciary Duties on LLC Managers Remains an Open Issue M&E Corporate, Securities & Financial Institutions