George W. Bodenger Partner

George W. Bodenger Partner Philadelphia Office Centre Square West 1500 Market Street, 38th Floor Philadelphia, Pennsylvania 19102-2186 Phone: (215) 972-1955 Fax: (215) 972-2291 Email: gbodenger@saul.com Practices Health Life Sciences Medical Device Business and Finance Education J.D., Temple University James E. Beasley School of Law M.B.A., Drexel University, summa cum laude B.S., Pennsylvania State University Bar Admissions New Jersey Pennsylvania George Bodenger concentrates his practice in health law, and represents hospitals, physician groups and other providers on a wide variety of corporate and transactional issues. George also has significant experience in fraud and abuse and HIPAA compliance and investigative matters, as well as administrative law matters involving federal and state healthcare-related regulatory agencies. George represents a wide range of healthcare providers in connection with positioning themselves in the changing healthcare marketplace, especially in light of the Affordable Care Act. This includes advising clients with regard to consolidations, affiliations and mergers/acquisitions, as well as other strategic affiliations, alliances, joint ventures and other types of commercial relationships relating to accountable care organizations, and quality of care and cost management incentive programs. Prior to entering private legal practice, George worked for more than 10 years at Ernst & Young in the firm's healthcare management consulting practice. During his tenure with Ernst & Young, he conducted financial feasibility studies associated with over $500 million in bond financing and commercial lending. In addition, George specialized in strategic and tactical planning for hospitals and health systems. These skill sets provide George with a unique perspective in assisting his clients to achieve their business objectives in the complex healthcare legal environment. Experience Structuring physician-hospital joint ventures involving urgent care centers, ambulatory surgery centers and radiation therapy centers, among others. Assisting healthcare providers in the structuring and negotiation of a wide variety of telemedicine contracts, including physicians and hospitals. Representing hospitals and physicians in the formation and development of co-management and clinical integration

arrangements in cardiology, orthopedics and gastroenterology. Developing and implementing pay-for-performance incentive compensation programs for physician group practices. Representing a nationally-known multispecialty physician group in its sale to a publicly-traded hospital company. Representing health systems and hospitals in the negotiation of third party payer contracts with various commercial insurers. Performing compliance program risk assessments and compliance program effectiveness reviews for multi-hospital systems (including an academic medical center) and community hospitals. Representing hospitals in the negotiation of exclusive professional services agreements for various hospital-based physician groups, including anesthesiology, emergency medicine, radiology, pathology and adult acute care inpatient ( hospitalist ). Representing a health system in the negotiation of an affiliation agreement with a publicly-traded dialysis company for the provision of inpatient and outpatient dialysis services at multiple facilities. Representing a community, nonprofit hospital in the development and implementation of a cardiac surgery affiliation agreement with a large health system, including the recruitment of multiple cardiac surgeons and various cardiology subspecialists. Representing nonprofit hospitals and medical practices in the negotiation of physician recruitment arrangements. Represented physicians in matters relating to state licensure and medical board hearings. Memberships and Affiliations Board of Trustees, Peter s Place Member, Board of Directors, Anti-Defamation League, Eastern Pennsylvania Chapter Member, American Bar Association, Health Law Section Member, American Health Lawyers Association Accountable Care Organization Task Force George W. Bodenger 2

Sarah Lockwood Church Partner Pittsburgh Office One PPG Place Suite 3010 Pittsburgh, Pennsylvania 15222 Phone: (412) 209-2529 Fax: (412) 209-2579 Email: SChurch@saul.com Sarah Sally Church brings to her clients 25 years of experience in working on a wide spectrum of employee benefits and executive compensation matters. Practices Business and Finance Employee Benefits and Executive Compensation Labor, Employment and Employee Benefits Higher Education Affordable Care Act Compliance Consulting Education J.D., University of Kentucky College of Law, 1983 Bachelor of General Studies, with honors, University of Kentucky, 1977 Bar Admissions Michigan Pennsylvania Immediately prior to joining Saul Ewing, Sally was a Partner at Thorp Reed & Armstrong, LLP where she served as Practice Group Leader for the Employee Benefits & Executive Compensation Practice Group. Previously, she was a partner in two other Pittsburgh-based law firms where she focused her practice on employee benefits matters. In addition to her experience in private practice, Sally was Director of Compensation and Benefits for the Pennsylvania Business Unit of KPMG, LLP from 1999 to 2003. She also has worked as an Associate Counsel and Assistant Vice President for Mellon Financial Corporation (now BNY Mellon), and as in-house ERISA counsel for Westinghouse Electric Corporation (now Viacom). Experience M&A Employee Benefit Due Diligence Performed due diligence on numerous transactions, focusing on executive employment agreements, option plans and potential excess parachute payments, in addition to rank-and-file benefit plans and programs Negotiated the employee benefit terms and conditions of purchase and sale agreements for numerous transactions as in-house ERISA counsel for multi-national corporation Qualified Plans Defined Benefit and Defined Contribution Drafted 401(k) plan for business unit of large financial institution and assisted in-house securities counsel in preparation of a combined prospectus/summary plan description

Assisted client with conversion of traditional defined benefit plan to cash balance plan Assisted client with the merger of seven collectively-bargained plans into one master 401(k) plan Multiemployer Pension Plans and Withdrawal Liability: Assist in negotiating terms and conditions of asset purchase agreements to avoid immediate withdrawal from multiemployer plan through ERISA Section 4204 transactions Help clients determine the potential financial impact of discontinuing contributions to multiemployer funds, closing facilities or reducing the workforce Perform due diligence with respect to numerous transactions involving multiemployer pension plans and provide risk analysis related to the structure of the transaction Monitor FASB rules on financial statement reporting requirements and advise clients on requirements Help clients monitor the terms and conditions of their credit agreements to determine when and if notice of withdrawal events must be reported to the lender ERISA Fiduciary Issues Assisted in obtaining a prohibited transaction class exemption related to IRAs for client organization representing the banking industry Performed comprehensive analysis of the fiduciary obligations related to plans maintained by a top 50 privately-held company; modified plan terms to better insulate officers and directors from potential fiduciary liability Counsel to the administrative committee (named fiduciary) of two jointly-administered single-employer VEBAs providing retiree medical benefits to collectively-bargained employees Employee Benefits and Bankruptcy Performed employee benefit due diligence, transition advice and post-closing consulting with respect to client's purchase (out of Chapter 11) of a manufacturer with a large union workforce Provided day-to-day employee benefit consulting to client emerging from Chapter 11, including issues related to potential distress termination of defined benefit plan Assisted lenders in evaluating benefit liabilities in transactions where loans were being made to companies emerging from bankruptcy and/or where assets were being purchased from bankrupt estate Early Retirement and Severance Programs Assisted a publicly-traded chemical company in providing a window benefit voluntary separation program through its tax-qualified plans Assisted steel manufacturing company in developing severance pay programs for its rank-and-file and executive employees Sarah Lockwood Church 2

Health and Welfare Plans Managed a review and risk analysis of all retiree medical plans for client in connection with proposed modification to its retiree medical program Drafted new retiree medical programs for several clients after enactment of the Affordable Care Act to ensure programs were exempt from ACA mandates Employee Benefit Plan Compliance Assisted numerous clients with restoration to 401(k) plans and payment of prohibited transaction excise taxes related to violations of the plan assets regulations (late deposits of pre-tax contributions) Performed an on-site, comprehensive tax and ERISA compliance review of all benefit plans maintained by a large pharmaceutical company Assisted multi-employer pension plan with a comprehensive tax and ERISA compliance review Assisted single-employer, jointly-administered, collectively-bargained VEBA in obtaining tax-exempt opinion letter under Code Section 501(c)(9) Executive Compensation Drafting and negotiation of executive compensation arrangements for compliance with Code Section 409A Assist clients in evaluating and/or correcting 409A compliance issues Memberships and Affiliations State Bar of Michigan American Bar Association Sarah Lockwood Church 3

Paul A. Kasicky Special Counsel Pittsburgh Office One PPG Place Suite 3010 Pittsburgh, Pennsylvania 15222 Phone: (412) 209-2530 Fax: (412) 209-2577 Email: pkasicky@saul.com For more than 24 years, Paul Kasicky has focused his practice primarily on ERISA and tax issues related to employee benefits and executive compensation. Before that he practiced in a broader area of federal income tax. Practices Business and Finance Labor, Employment and Employee Benefits Tax Affordable Care Act Compliance Consulting Education LL.M., Taxation, New York University School of Law, 1979 J.D., University of Toledo School of Law, 1978 Moot Court Board B.S., Industrial Engineering, University of Pittsburgh, 1973 Alpha Pi Mu, Industrial Engineering Honor Society Bar Admissions Pennsylvania Paul s experience includes qualified retirement plans (including ESOPs and multiemployer plans), equity incentive arrangements, VEBAs and 409A deferred compensation considerations. Clients he has represented include those in the following businesses: primary steel production, forging, rail equipment manufacturing, pharmaceuticals manufacturing, real estate lending services, retail food stores, private post secondary school education and provision of health care. Experience Qualified Retirement Plans Implementation, Operation and Termination Restructured defined benefit and defined contribution plans through redesign and plan mergers for public and private companies in the integrated steel, rail products and pharmaceutical industries. Advised on structure and prepared documentation for complex ESOP arrangements including those that resulted in avoidance of most federal income taxes for an S Corporation that operates for-profit schools and another that extracts minerals Prepared participant notices and communications Analyzed ownership structures, including attribution provisions, of businesses to accurately identify related employers under common control group and affiliated service group rules Qualified Retirement Plan Disputes and Corrections Represented public corporation in the mining industry in IRS administrative correction program regarding numerous, longstanding operational and form deficiencies for defined benefit plans

Represented employers regarding withdrawal liability, including mass withdrawal reallocation liability, to multiemployer pension plans Advised trustees of Taft-Hartley plan in correcting many years of erroneous contributions by owner employers to multiemployer plan and avoided litigation even though the contributions were originally induced by union business managers Equity Compensation Arrangements Designed and prepared phantom stock arrangement to maintain key executives following death of principal of family-owned engineering business Advised on structure and prepared stock incentive plans and arrangements for public and private corporations and for limited liability companies Advised employers and executives on 409A issues including correction alternatives for operational errors Federal Tax Restructured debt and equity for complex, interrelated group of entities owned by related entrepreneurial individuals to avoid millions of dollars in income tax on discharge of indebtedness Advised individuals on position and represented them in IRS audits regarding avoidance of income taxes on grantor trust income benefiting the individuals but erroneously reported by bank trust department as taxable to them Corporate and Business Successfully assisted a distressed credit union, then under governmental supervision, in return to sound financial health Advised corporation in successfully resolving difficult ownership issues and persistent operational disputes Obtained a substantial reduction in claimed escheat liability arising from a corporation s multiyear failures to file and pay as to its multistate operations Prohibited Transactions and Plan Assets Advised fiduciaries regarding prohibited transaction limitations in attempt of employer to make in-kind, employer securities contributions to VEBA trust Advised individuals on complexities of real estate investments in IRA and qualified plan trusts Health and Welfare Plans Assisted in structuring and made governmental exempt organization filing for retiree medical benefit arrangement established through a VEBA trust Assisted trial counsels for retiree plaintiff groups in successful claims and settlement structuring related to termination of retiree medical benefits Paul A. Kasicky 2

For a restaurant business that was pursuing an additional location, developed alternatives for avoiding large employer status due to common control group and affiliated service group rules applicable under ACA new health laws Advised service providers regarding annual reporting requirements and filing exceptions In addition to his state bar admission, Paul is admitted to practice before the U.S. Tax Court. Memberships and Affiliations President and Director, Allegheny Tax Society Chairman, Pittsburgh Federal Credit Union Allegheny County Bar Association Tax Section Paul A. Kasicky 3

Timothy J. Lyon Associate Pittsburgh Office One PPG Place Suite 3010 Pittsburgh, Pennsylvania 15222 Phone: (412) 209-2516 Fax: (412) 209-2583 Email: tlyon@saul.com Tim Lyon focuses his practice on commercial litigation and white collar criminal defense. Practices Commercial Litigation White Collar and Government Enforcement Education J.D., magna cum laude, University of Pittsburgh School of Law, 2005 B.A., summa cum laude, University of Pittsburgh, 2001 Bar Admissions Pennsylvania Clerkships The Honorable Joseph F. Weis, Jr., U.S. Court of Appeals for the Third Circuit His background includes handling an assortment of complex civil litigation matters for clients ranging from corporations, newspapers and energy companies to hospitals, ambulance associations and construction entities in federal and state courts across the country at the trial and appellate levels. Tim also defends clients, both individual and corporate, facing federal and state criminal charges. In addition, he represents clients who are subjects of internal corporate investigations and external criminal and quasi-criminal investigations. Memberships and Affiliations Allegheny County Bar Association

Kevin A. Wiggins Special Counsel Pittsburgh Office One PPG Place Suite 3010 Pittsburgh, Pennsylvania 15222 Phone: (412) 209-2525 Fax: (412) 209-2580 Email: kwiggins@saul.com Kevin Wiggins provides benefits consulting and representation in the followings areas: Practices Business and Finance Employee Benefits and Executive Compensation Employment Litigation Labor, Employment and Employee Benefits Higher Education Affordable Care Act Compliance Consulting Education J.D., Cornell Law School, 1996 B.A., University of North Florida, 1992 Bar Admissions New York Ohio Pennsylvania District of Columbia West Virginia Health and welfare plans provides compliance-based consulting on the Affordable Care Act and other recent changes to the law affecting health and welfare plans. ERISA litigation represents clients in ERISA litigation involving health and welfare claims, fiduciary claims, and Affordable Care Act whistleblower claims. Same-sex benefits administration counsels clients on the administration of health plan and retirement plan benefits for samesex spouses. Plan administrator functions advises plan administrators and fiduciaries on ERISA s reporting and disclosure requirements. This has been an integral part of Kevin s benefit practice for many years. Multi-employer withdrawal liability represents clients in arbitration and advises clients on contract negotiations. Retirement plan and IRA investments advises clients on all aspects of investments, including prohibited transaction issues and unrelated business taxable income. Memberships and Affiliations Former Member, ERISA Advisory Council, U.S. Department of Labor Profit Sharing Council of America Defense Research Institute

David Wildebrandt PARTNER / OWNER 1919 M STREET NW, SUITE 800 WASHINGTON, DC 20036 D 202.909.2804 M 850.516.6714 DWILDEBRANDT@BRG-EXPERT.COM SERVICES O HEALTHCARE O PORTFOLIO OPTIMIZATION O PERFORMANCE IMPROVEMENT O MARGIN OPTIMIZATION David Wildebrandt is a Director of BRG s Healthcare Performance Improvement Practice. He has over 15 years of healthcare operations experienced focused on improving contribution margin, efficiency improvement through clinical process redesign, and enhancing physician integration. Prior to joining BRG, Mr. Wildebrandt served a Senior Vice President for Baptist Health Care in Northwest Florida and President for Baptist Hospital Inc. Baptist Health Care is a nationally acclaimed organization for its employee culture which has resulted in being recognized a Fortune Magazine Top 100 Companies for six consecutive years; the prestigious Malcolm Baldrige National Quality Award; Solucient Top 100 Hospital; and has lead the country in patient satisfaction for over a decade. Mr. Wildebrandt also served as national keynote speaker for the consulting division Baptist Leadership Group and has lectured extensively at health care industries and trade organizations. Mr. Wildebrandt has first-hand knowledge of how to create and leverage a culture of engaged employees and physicians to drive performance improvement across all key metrics. His clinical background combined with significant executive management experience provides Mr. Wildebrandt with a diverse and comprehensive skill set to provide effective solutions across the heath care continuum. Mr. Wildebrandt brings extensive, relevant experience to help guide health care organizations through today s financial landscape while improving clinical outcomes and sustaining an engaged culture. EDUCATION O UNIVERSITY OF ST. FRANCIS, JOLIET IL. M.S., HEALTH SERVICES ADMINISTRATION O UNIVERSITY OF SOUTH ALABAMA, MOBILE AL. B.S., OCCUPATIONAL THERAPY/PHYSICAL MEDICINE O UNIVERSITY OF ALABAMA, TUSCALOOSA AL. B.S., BIOCHEMISTRY / PREMEDICINE Honors o National Alumni of the Year, 2009, University of St Francis o National Alumni of the Year, 2008, College of Allied Health hall of Fame, University of South Alabama o Top 50 Leaders Under 50 in Northwest Florida Professional Affiliations o HFMA Florida Chapter- Board Member Elect 2014 o HFMA Nation LINK Committee Chair 2013-2014 o American College of Health Care Executives o American Hospital Association Berkeley Research Group, LLC 1.877.696.0391 www.brg-expert.com Berkeley Research Group, LLC is not a CPA firm and does not provide audit, attest or public accounting services. Berkeley Research Group, LLC is an equal opportunity employer.