Moderator:

Alexander B. Kasdan, Managing Director, DelMorgan & Co.

Expert Panel:

•Neil Morganbesser, Co-Founder and President, DelMorgan & Co.

•David S. Kupetz, Member, SulmeyerKupetz

•Lawrence H. Hurwitz, CEO, Lawrence Financial Group

•Jim Baer, President, CMBG Advisors, Inc.

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November 7, 2013

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Alexander B. Kasdan is a Managing Director at DelMorgan & Co. He has more than twenty years of investment banking, real estate, corporate law and corporate strategy experience. Mr. Kasdan has executed over 100 domestic and cross-border transactions totaling more than $10 billion in overall volume in a variety of industries. Prior to joining DelMorgan, Mr. Kasdan founded Convergence Capital Partners, LLC, a boutique investment banking advisory and real estate investment firm and was an investment banker at Barrington Associates, Peter J. Solomon Company, Credit Suisse First Boston and Merrill Lynch.

Mr. Kasdan practiced law with O’Melveny & Myers LLP (formerly O’Sullivan Graev & Karabell LLP) and Paul, Hastings, Janofsky & Walker LLP (formerly Battle Fowler LLP), where he specialized in mergers and acquisitions, private equity and corporate finance transactions.  In addition, Mr. Kasdan served as Corporate Counsel in charge of business development at Schlumberger Ltd., a global oilfield and information services company.

Mr. Kasdan graduated magna cum laude from Middlebury College with a B.A. degree in Economics and Italian and was elected to Phi Beta Kappa during his junior year. In addition, he holds a J.D. degree from Columbia University Law School and has studied at the University of Florence in Italy. Mr. Kasdan is admitted to the Bar in the State of New York.

Mr. Kasdan is a Senior Advisor to Governance and Transactions LLC, an advisory firm established in 2003 by Mr. James L. Gunderson, former Secretary and General Counsel of Schlumberger Limited, to assist boards, management and owners with corporate governance, compliance, structuring and strategic transactions.

100 Wilshire Blvd.Suite 750Santa Monica, CA 90401(310) 980-1718www.delmorganco.comak@delmorganco.com

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Neil Morganbesser is co-Founder and President & CEO of DelMorgan & Co. where he provides senior leadership within the firm and helps oversee all client engagements. Mr. Morganbesser is also CEO of Globalist Capital LLC, DelMorgan’s broker-dealer affiliate.  Mr. Morganbesser has over 20 years of experience providing financial and strategic advice to a full range of clients, including entrepreneurs, large corporations, governments, family businesses, private equity funds, and special committees of public companies.

Mr. Morganbesser has been affiliated with some of the leading institutions in the world, and his experience ranges from representing the offshore owners in the sale of a small, private U.S. company for $10 million to representing the special committee of a large, public company in a $9 billion negotiated management buyout with a highly complex financial structure.

Mr. Morganbesser has truly global experience with the most sophisticated transactions, across a broad range of industries and in a large number of jurisdictions, as the lead banker on a wide variety of transactional and other advisory assignments, including domestic and cross-border mergers, acquisitions, joint ventures, sales and divestitures, restructurings, special committee assignments, unsolicited acquisitions and hostile defense.  With transactional experience in over 30 countries, Mr. Morganbesser has successfully advised on over 75 transactions.

Until May 2008, Mr. Morganbesser was the head of West Coast and Asia Mergers & Acquisitions at Bear Stearns & Co., as a Senior Managing Director based in Los Angeles.  Prior to joining Bear Stearns in May 2001, Mr. Morganbesser was an investment banker in the Mergers, Acquisitions and Restructuring Department at Morgan Stanley (in New York from 1993-1998 and in Los Angeles from 1998-2001).  From 1990-1993, Mr. Morganbesser was a corporate and M&A attorney at the preeminent New York law firm of Wachtell, Lipton, Rosen & Katz.

Mr. Morganbesser graduated with an A.B. magna cum laude in Applied Mathematics / Economics from Harvard University (Phi Beta Kappa) in 1986 and received his J.D. and M.B.A. degrees (Order of the Coif, with honors) from Stanford University in 1990.

100 Wilshire Blvd.Suite 750Santa Monica, CA 90401(310) 319-2000www.delmorganco.comnm@delmorganco.com

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David S. Kupetz, a member of SulmeyerKupetz, specializes in troubled transactions, crisis avoidance consultation, workouts, restructurings, reorganizations, bankruptcies, receiverships, assignments for the benefit of creditors and other non‑bankruptcy insolvency proceedings. He represents debtors (in restructurings and workouts and in chapter 11 reorganization cases), secured creditors, unsecured creditors' committees, assignees for the benefit of creditors, buyers/sellers of businesses/assets in distressed circumstances and other entities in insolvency and bankruptcy situations.

A sampling of clients represented by Mr. Kupetz includes: Care Enterprises, Inc. (debtor in possession); Ocean Pacific Sunwear, Ltd. (debtor in possession); County of Los Angeles (creditor); General Electric Capital Corporation (secured lender); Litton Industries, Inc. (creditor); Boston West, LLC (Boston Markets) (debtor in possession); ExxonMobil Corporation (creditor); Honda Trading Co. (creditor); CKE Restaurants (creditor); San Diego Television, Inc. (debtor in possession); South Bay Pizza, Inc. (debtor in possession); Transgo Corp. (unsecured creditors’ committees); Aura Systems, Inc. (out-of-court unsecured creditors’ committee); Snow Valley, LLC (debtor in possession); Gardenburger, Inc. (debtor in possession); eStyle, Inc. (debtor in possession); American Home (debtor in possession); No Fear Retail Stores, Inc. (debtor in possession); and Ventura Port District (chapter 9 debtor).

His many articles on bankruptcy‑related subjects have been published in The Business Lawyer, Commercial Law Journal, IDEA: The Journal of Law and Technology, Journal of Bankruptcy Law and Practice, The Annual Survey of Bankruptcy Law, The Urban Lawyer, The Banking Law Journal, Los Angeles Lawyer, California Lawyer, Commercial Law Bulletin, Los Angeles Daily Journal, The Secured Lender, The Journal of Private Equity, The Journal of Corporate Renewal, Public Law Journal, Federal Lawyer and many other publications. Mr. Kupetz served as the author of Collier Commercial Bankruptcy Forms for many years and currently is the author of the Collier Handbook for Creditors' Committees.

Mr. Kupetz is a frequent lecturer on reorganization and other insolvency topics.

Mr. Kupetz was admitted to the California bar in 1986. He obtained his legal education at the University of California, Hastings College of the Law (J.D., 1986).

333 South Hope Street35th FloorLos Angeles CA 90071(213) 617-5274dkupetz@sulmeyerlaw.comwww.sulmeyerlaw.com

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Lawrence H. Hurwitz, has served as CEO of Lawrence Financial Group (LFG) since its founding in Los Angeles in 1990. Since that time, Lawrence Financial has arranged more than $7 billion in financing, for companies with annual revenues ranging from $3 million to $1 billion, in a wide range of industries.

Lawrence Financial has arranged financing through commercial banks, asset-based lenders, factors, mezzanine lenders, hedge funds, individuals and other sources. Prior to establishing LFG, Mr. Hurwitz served as CEO of Country Junction, a family-owned clothing retailer. In 1972, when he became CEO, the firm operated three stores with sales of $3 million. He eventually built the firm to 150 stores located in 17 states, with annual sales of $80 million, and then oversaw its sale.

Mr. Hurwitz also spent a number of years on Wall Street, becoming the youngest member of the New York Stock Exchange and CEO of a member firm broker dealer.He did his undergraduate work at the University of Texas and earned an MBA with Distinction from Harvard Business School. Subsequently he was admitted into Harvard's doctoral program, and received an appointment to its teaching and research staff.

Mr. Hurwitz is an active participant in the business community of Southern California. He established the California Capital Summit; was a co-founder of Business Forum International; is the founder and group leader of the Provisors Capital Markets Affinity Group; is a member of the Executive Committee of the Provisors Mergers & Acquisitions Group; and organized the CEO Round Table of the Harvard Business School Association of Orange County.

13320 Westcove DriveLos Angeles CA 90049(310) 260-4700lnhurwitz@yahoo.comwww.LawrenceFinancial.com

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Jim Baer is the President of CMBG Advisors, Inc. and a Founding Partner of Baer and Troff, LLP. His legal practice experience includes serving as outside general counsel and business advisor to numerous companies and individuals, including as strategic advisor for managing and settling of complex business litigation. His legal practice also includes venture capital financings for both venture capital firms and portfolio companies, and advising business entities, boards of directors and individuals on general corporate matters, loan transactions, mergers and acquisitions, restructuring transactions and corporate securities issues. A member of the American Bar Association and the Los Angeles County Bar Association, Jim is also a past member of the Corporations Committee for the Business Law Section of the State Bar of California and is a current member of the Los Angeles County Bar Executive Committee. Jim also has expertise as a mediator in a wide variety of matters. He is currently President of CMBG Advisors, Inc., a firm specializing in business restructuring and Assignments for the Benefit of Creditors (ABCs). Jim was head of the Corporate Department in the Los Angeles office of Katten, Muchin & Zavis, a Chicago-based firm. Previous to that, he practiced with Gibson, Dunn & Crutcher, LLP, a Los Angeles-based firm.Jim received his Juris Doctorate law degree from Loyola Law School in Los Angeles in 1983. He was admitted to the State Bar of California in 1983.

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11840 Dorothy Street Suite 301Los Angeles CA 900491.310.802.4200 phone1.310.471.6971 faxwww.cmbginc.comjim@cmbginc.com