The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)

1. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Insert the cover image for this webinar on this slide entirely 1

2. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Practical and entertaining education for attorneys, accountants, business owners and executives, and investors. 2

4. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DISCLAIMER The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure the information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. About this PowerPoint: if you are looking at this PowerPoint without the benefit of listening to the conversation that surrounded it then you are doing yourself a disservice. This PowerPoint was prepared in contemplation of being viewed in conjunction with listening to a one hour webinar on the topic. 4

5. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MEET THE FACULTY Moderator: Daniel C. Cohn – Murtha Cullina Panelists: Christopher B. Wick – Hahn Loeser James Wilton – Ropes & Gray Ed Fish – Houlihan Lokey 5

6. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS WEBINAR: Chapter 11 Potpourri Intellectual property generally includes patent rights, copyright rights, trademark and servicemark rights, and trade secrets. The foundation of patent and copyright law is the protection of exclusive rights afforded to original works and invention. The foundation of trademark law is consumer branding and protection. These rights can be significantly impacted by bankruptcy proceedings. This webinar examines some of these key issues including the perfection of security interests in intellectual property, the protection of certain intellectual property licenses and lack of protection for other types of intellectual property, the relief available to licensors, as well special issues regarding assignment of licenses in bankruptcy proceedings. 6

7. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS SERIES: The Intersection of IP & Bankruptcy As of this writing (January, 2019) many people (economists) with crystal balls (relevant training, experience, and tools) predict that the economy is turning, and not for the better. If correct, one likely result will be a significant uptick in the number of Chapter 11 bankruptcy cases filed by businesses across the American Landscape. Designed for the corporate attorney, litigator, and anyone else who is not a Chapter 11 bankruptcy expert who finds herself stepping into bankruptcy for the first time or only on occasion, each episode in this Financial Poise webinar series takes a deep dive into one aspect of a chapter 11 bankruptcy case at a level that can be understood by the non-expert. 7

8. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EPISODES IN THIS SERIES 1/30/19 Episode #1: The Nuts & Bolts of a Chapter 11 Plan 3/06/19 Episode #2: The Nuts & Bolts of a 363 Motion 3/27/19 Episode #3: The Intersection of IP & Bankruptcy 8 Dates shown are premiere dates. All webinars will be available On Demand approximately 4 weeks after they premiere.

10. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe TYPES OF INTELLECTUAL PROPERTY ⚫ Patents ⚫ Copyrights ⚫ Trademarks ⚫ Trade Secrets ⚫ Domain Names 1 0

11. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe PATENTS ⚫ A patent is a right to exclude others from using an invention for a limited term. ⚫ Governed by the Patent Act, 35 U.S.C. §§ 101., et seq. ⚫ Regulated by the United States Patent and Trademark Office. ⚫ U.S. now uses a “first to file” patent system (used to be “first to invent”) 1 1

12. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe PATENTS (cont'd) ⚫ Patent Act recognizes three types of patents: ➔ Utility Patents: Protect useful inventions that are novel and non-obvious, including processes, methods, devises, software programs, and other compositions of matter. ➔ Plant Patents: Protect new and distinct varieties of plants. ➔ Design Patents: Protect any new, original, and ornamental design for an article of manufacture; does not need to meet the usefulness standard applicable to a utility patent. 1 2

13. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe COPYRIGHTS ⚫ A copyright is a right to exclude others from using an original work of authorship for a limited term. ⚫ Governed by the Copyright Act, 17 U.S.C. §§ 102, et seq. ⚫ Federal copyrights are registered at the United States Copyright Office. ⚫ Important exception: Doctrine of “fair use” permits others to make limited use of a copyrighted work, for example, to quote a small portion of a book. 1 3

14. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe COPYRIGHTS (cont'd) ⚫ To qualify for protection, the original work must display at least some creativity and be fixed in a tangible medium of expression. ⚫ Examples: ➔ Literary works ➔ Dramatic works ➔ Musical works ➔ Artistic works 1 4

15. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe TRADEMARKS ⚫ A trademark is “any work, name, symbol, or device, or any combination thereof . . . used by a person . . . to identify and distinguish his or her goods, including a unique product, from those manufactured or sold by others and to indicate the source of the goods, even if that source is unknown.” ⚫ Trademarks and service marks are governed by the Lanham Act. 15 United States Code §§ 1051, et seq. ⚫ Federal trademarks are registered at the United States Patent and Trademark Office 1 5

16. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe TRADEMARKS (cont'd) ⚫ Trademarks must be used in commerce; so long as they are, they do not expire ⚫ Trademark must stand for something: ➔ Particular manufacturer (e.g., “aspirin,” “escalator” and “linoleum” used to be trademarked but have now become generic) ➔ Set of standards (e.g., franchisors impose standards on franchisees to assure quality and uniformity) ⚫ Federal registration not required, but provides several advantages: ➔ Notice to the public of the registrant’s claim of ownership ➔ Legal presumption of ownership nationwide ➔ Exclusive right to use the mark in the US 1 6

17. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe TRADE SECRETS ⚫ A trade secret is a formula, practice, process, design, instrument, pattern, or compilation of information that is not generally known or reasonably ascertainable and that provides a business with an economic advantage. ⚫ Governed by state law rather than federal law ⚫ Most states have adopted the Uniform Trade Secrets Act ⚫ Example: The formula to make Coca-Cola™ 1 7

18. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DOMAIN NAMES ⚫ A domain name is a part of a larger internet address called a “URL” – an identification string that defines a realm of administrative control on the internet ⚫ Domain names are obtained by registering with the applicable domain authority ⚫ Not licensed ⚫ Often incorporates a trademark or trade name of the domain name registrant 1 8

19. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe BANKRUPTCY OVERVIEW – TREATMENT OF CONTRACTS ⚫ Executory Contracts ➔ No statutory definition ➔ Generally accepted is the “Countryman Definition”: A contract with sufficient performance due on both sides that either party’s failure to perform is a material breach excusing performance by the other party ⚫ Debtor’s Options: Reject, Assume, or Assume and Assign ⚫ Executory Contracts are governed by Section 365 of the Bankruptcy Code ➔ But when assigned, see also Section 363 (governing sales) 1 9

20. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe BANKRUPTCY OVERVIEW – TREATMENT OF CONTRACTS (cont'd) ⚫ Automatic Stay (Bankruptcy Code Section 362) ➔ Prevents contract termination ➔ During “limbo period” while Debtor decides what to do, non-debtor party generally must continue to perform ➔ May ask court for “adequate protection” for any financial exposure ➔ May ask court to set early deadline for Debtor to assume or reject 2 0

21. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe BANKRUPTCY OVERVIEW – TREATMENT OF CONTRACTS (cont'd) ⚫ Rejection ➔ Debtor may seek court approval to reject a contract it no longer wants ➔ Court generally defers to Debtor’s business judgment ➔ Rejection deemed breach by Debtor as of the bankruptcy petition date ➔ Non-debtor counterparty has prepetition claim (typically, a general unsecured claim) for damages ➔ Area of controversy: Do any contractual provisions survive rejection? 2 1

22. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe BANKRUPTCY OVERVIEW – TREATMENT OF CONTRACTS (cont'd) ⚫ Assumption ➔ The opposite of rejection: Debtor affirms the contract will continue ➔ Once again, deference to Debtor’s business judgment ➔ Debtor must cure defaults and provide “adequate assurance of future performance” ⚫ Assumption and Assignment ➔ Two separate steps ➔ Must demonstrate “adequate assurance of future performance by the assignee” ➔ After assignment, Debtor has no further obligation under contract 2 2

23. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe BANKRUPTCY OVERVIEW – TREATMENT OF CONTRACTS (cont'd) ⚫ Certain Contract Provisions are Unenforceable in Bankruptcy ➔ “Ipso facto” termination clauses and bankruptcy default provisions ➔ Contractual restrictions on assignment ⚫ Certain Executory Contracts May Not Be Assumed and/or Assigned in Bankruptcy ➔ Contracts to make a loan or provide “financial accommodations” ➔ Contracts of a type where applicable law excuses the non-debtor party from accepting performance from a party other than the debtor ➔ Personal services contracts ➔ Certain intellectual property licenses where Debtor is licensee 2 3

24. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe TREATMENT OF IP LICENSES IN BANKRUPTCY• Areas of Controversy ⚫ When the debtor-licensor rejects the license, does the licensee have any rights or recourse other than to file a claim for damages? ⚫ When the debtor-licensee wishes to garner value for the estate by assuming and/or assigning the license, will it be thwarted by nonbankruptcy law rendering IP licenses non-assignable? 2 4 Debtor as Licensor May Debtor Assume and/or Assign? Consequences of Rejection Debtor as Licensee May Debtor Assume and/or Assign? Consequences of Rejection

25. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe TREATMENT OF IP LICENSES IN BANKRUPTCY (cont'd) ⚫ Bankruptcy Code defines intellectual property as: ➔ (A) Trade secret; ➔ (B) Invention, process, design, or plant protected under title 35 (the Federal Patent Act) ➔ (C) Patent application; ➔ (D) Plant variety; ➔ (E) Work of authorship protected under title 17 (the United States Copyright Act); and ➔ (F) Mask works protected under chapter 9 of the United States Copyright Act. • 11 U.S.C. § 101(35A) ⚫ Conspicuously (and deliberately) omitted: Trademarks 2 5

26. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR :IP OTHER THAN TRADEMARKS ⚫ Section 365(n): Special protection for licensee of “intellectual property” (i.e., everything but trademarks) ⚫ During the “limbo period” before assumption or rejection ➔ Trustee must perform the license ➔ Licensee may demand turnover of the subject IP including any embodiment of the IP (such as computer source code, prototypes, patented cell lines) as provided in the contract 2 6

27. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – IP OTHER THAN TRADEMARKS (cont'd) ⚫ If debtor-licensor rejects, Section 365(n) provides licensee with two options: ⚫ Treat the rejection as termination of the license and assert a claim for damages (same as any other counter-party to a rejected contract). ⚫ Retain right to use the IP (and obligation to pay royalties) under the license, BUT: ⚫ Licensee waives any right of setoff or for an administrative claim ⚫ Licensee has no right to IP generated after bankruptcy petition ⚫ Debtor no longer has affirmative obligations under license 2 7

28. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – IP AND OTHER THAN TRADEMARKS (cont'd) ⚫ Debtor’s non-performance creates uncompensated risk to licensee: ⚫ In-licenses (what if in-licenses are rejected?) ⚫ Development (what happens if key employees are laid off?) ⚫ Supply (are alternative sources available?) ⚫ Infringement actions (licensee is on its own to defend) 2 8

29. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – TRADEMARKS ⚫ During the “limbo period” before assumption or rejection ➔ Not clear whether debtor must protect trademark ➔ Licensee must continue to perform (with possible exception of clear postpetition breach by debtor) 2 9

30. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – TRADEMARKS (cont'd) ⚫ Consequences of rejection ➔ Judicial decisions are in conflict ➔ Pending Supreme Court case may resolve. In re Tempnology, LLC, 879 F.3d 389 (1st Cir. 2018), cert. granted sub nom. Mission Product Holdings, Inc. v. Tempnology, LLC, 139 S. Ct. 397 (Oct. 26, 2018). ➔ In the meantime, two schools of thought: ✓ Upon rejection, the license no longer exists ✓ Upon rejection, licensee may continue to use the trademark to the same extent as in the absence of bankruptcy 3 0

31. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – TRADEMARKS (cont'd) ⚫ Lubrizol Enterprises, Inc. v. Richmond Metal Finishers, Inc., 756 F.2d 1043 (4th Cir. 1985), the patent case that prompted Congress to adopt 365(n). ➔ Non-exclusive patent license was an executory contract because performance remained due on both sides. ➔ On rejection, licensee has claim for money damages but no remedy of specific performance. ➔ Therefore, licensee retained no right to continue to use licensed technology. ➔ Court acknowledged that result “could have a chilling effect upon the willingness of parties to contract at all with business in possible financial difficulty.” It was for Congress and not the courts to change what the statute required. 3 1

32. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – TRADEMARKS (cont'd) ⚫ Sunbeam Prods., Inc. v. Chicago Am. Mfg., LLC, 686 F.3d 372 (7th Cir. 2012), has provided hope to non-debtor licensees. ➔ Disagrees with Lubrizol. ➔ After rejection, court on “equitable grounds” permitted licensee to sell its stock of branded inventory. ➔ Rejection is merely a breach of contract. ➔ As such, rejection does not override rights under applicable non-bankruptcy law to continue to use intellectual property: “nothing about the process implies that any rights of the other contracting party have been vaporized.” 3 2

33. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – TRADEMARKS (cont'd) ⚫ In re Tempnology, LLC, 879 F.3d 389 (1st Cir. 2018), cert. granted sub nom. Mission Product Holdings, Inc. v. Tempnology, LLC, 139 S. Ct. 397 (Oct. 26, 2018). ⚫ Rejection of a Co-Marketing and Distribution Agreement that provided for (i) exclusive and non- exclusive distribution rights for specific products, (ii) non-exclusive license of intellectual property (other than trademarks), and (iii) non-exclusive trademark license. ➔ Disagrees with Sunbeam as “entirely ignor[ing] the residual enforcement burden it would impose on the debtor” whereas “the Code otherwise allows the debtor to free itself from executory burdens.” ➔ Accordingly, the licensee has no right to use the trademark after rejection ➔ Court also rejected licensee’s argument that exclusive distribution rights were a patent license protected under Bankruptcy Code § 365(n) 3 3

34. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSOR – ALL TYPES OF IP ⚫ Does the Qualitech case offer a way around Section 365(n) and the residual trademark rights that Sunbeam conferred on the non-debtor licensee? ➔ Section 363 permits sale of estate property free and clear of “interests” of non-debtor parties. ➔ Courts have permitted sale of real estate free and clear of a lease. Precision Industries, Inc. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003). ➔ Just as the Qualitech sale deprived the tenant of its right to continue in possession under § 365(h) if the lease had been rejected, a sale of IP under § 363 might deprive a licensee of its right to continued use of the IP under § 365(n). ➔ What would constitute “adequate protection” for the licensee in this context? 3 4

35. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSEE ⚫ The Catapult issue: May the debtor assume an IP license without the licensor’s consent? ⚫ The Problem: Bankruptcy Code § 365 provides that a license may not be assumed or assigned if applicable law excuses the non-debtor party from accepting performance from a party other than the debtor ⚫ Federal common law or state law treats many types of intellectual property licenses as assignable only with licensor consent ⚫ The 9th Circuit has held that intellectual property licenses may not be assumed without licensor consent. Pearlman v. Catapult Entertainment, Inc. (In re Catapult Entm’t, Inc.), 165 F.3d 747 (9th Cir. 1999). The Third Circuit has followed Catapult. 3 5

36. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSEE (cont'd) ⚫ Two other approaches to the problem: ⚫ 1st Circuit – An intellectual property license may be assumed if an assignment is not in prospect. Institut Pasteur v. Cambridge Biotech Corp., 104 F.3d 489 (1st Cir. 1997). ⚫ The Footstar approach – Section 365(c)(1) bars only an actual trustee, not a debtor in possession, from assuming an IP license. In re Footstar, Inc., 323 B.R. 566 (Bankr. S.D.N.Y. 2005). 3 6

37. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DEBTOR AS LICENSEE (cont'd) ⚫ If the licensor objects to assumption and/or assignment: ⚫ The terms of the license itself may rescue the estate. A typical license provision permits assignment of a license in conjunction with sale of the business to which the license relates. ⚫ If the debtor holds an exclusive license, the court may treat the IP as an asset rather than a contract right or in some instances may rule the contract non-executory 3 7

38. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe PRESERVING THE VALUE OF IP ⚫ Especially in the case of patents , software copyrights and trade secrets, the value of the IP may depend on key employees. In this type of situation, the debtor must take steps to hold the team together during its period of financial challenge. ⚫ The value of IP may also depend on documents such as data compilations, lab notebooks, and so on. A company entering chapter 11 should make sure to preserve these assets. ⚫ The value of IP may depend on in-licenses. The debtor should make identify and preserve license rights on which the value of its own IP depends. 3 8

39. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe PRESERVING VALUE OF IP (cont'd) ⚫ Confidentiality can be key ➔ Debtor must require execution of a non-disclosure agreement by any prospective bidder for IP assets. ➔ Debtor’s own breach of confidentiality can be costly to the estate. MBNA Am. Bank, N.A. v. TWA (In re TWA), 275 B.R. 712 (Bankr. D. Del. 2002) (bid procedures and the sale order did not protect a debtor from liability for breaching the confidentiality provisions of an agreement). ➔ Buyer should make sure that debtor and losing bidders are bound by confidentiality obligations that are enforceable by the buyer. 3 9

41. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DANIEL C. COHN – dcohn@murthalaw.com Dan Cohn devotes his practice at Murtha Cullina LLP to financially distressed businesses and is recognized as one of New England’s best-known counsel to troubled companies. His experience includes Chapter 11 reorganizations and sales, out of court debt restructurings, troubled company acquisitions, trust mortgages and assignments for benefit of creditors, and representation of directors and officers, equity sponsors, litigation defendants, trustees, landlords, suppliers, tort claimants and creditors’ committees. Dan is a trained mediator and frequent lecturer on bankruptcy law. He is a fellow of the American College of Bankruptcy and currently the College’s regent for the First Circuit. Mr. Cohn is listed with a Tier One ranking in America’s Leading Business Lawyers (Chambers & Partners USA). For more, go to http://www.murthalaw.com/our_people/daniel-cohn 4 1

42. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe CHRISTOPHER B. WICK – cwick@hahnlaw.com Christopher B. Wick focuses his practice in the Creditors’ Rights, Reorganization and Bankruptcy, and Litigation Areas. He has experience representing debtors, creditors and creditors’committees in bankruptcy and insolvency proceedings. Chris has represented businesses and financial institutions in business reorganizations, workouts, and restructurings; represent companies in defense of preference actions; and represent businesses in foreclosure actions, and replevin actions. Among his accomplishments, Chris is listed in the 2005, 2006 & 2010-13 editions of “Ohio Rising Stars” by Ohio Super Lawyers, and the 2014 edition of Ohio Super Lawyers for Bankruptcy and Business Litigation. He is a member of the Cleveland Bridge Builders Class of 2007, and a former finalist for Inside Business magazine’s Top 25 Under 35 Movers & Shakers. Chris also serves on the board of directors of the Friends Group of Achievement Centers for Children. 4 2

43. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe JAMES WILTON – James.Wilton@ropesgray.com With extensive experience in Chapter 11 and out-of-court restructurings, Jim Wilton has represented debtors, creditors’ committees, corporate directors and officers, and acquirers of distressed assets in major cases throughout the United States. Jim’s clients include major pharmaceutical companies, biotech companies, strategic purchasers of assets, and boards of directors of troubled companies. Jim represents Tempnology, a Chapter 11 debtor, in a case currently before the U.S. Supreme Court involving the rights of trademark licensees under contracts rejected in bankruptcy. •4 3

44. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EDMUND J. FISH– EFish@HL.com Mr. Fish is a Managing Director and Co-Head of Houlihan Lokey’s Tech+IP Advisory Practice. Mr. Fish was previously a Senior Managing Director at BSIP, a boutique investment bank acquired by Houlihan Lokey in January 2017. An experienced technology company executive and board member, Mr. Fish has substantial experience in IP transactions, restructuring and capital market fundraising, in addition to corporate/business development strategy and execution. He previously served as President and board member at digital rights management pioneer InterTrust; as President & CEO at social education company ePals Corp.; and as Senior Vice President, Premium Services and Instant Messaging, at AOL. Mr. Fish also specialized in patent/IP transactions, restructuring and litigation in the New York and Silicon Valley offices of national law firm Weil, Gotshal & Manges and served as a law clerk for Chief Judge Howard Markey on the U.S. Court of Appeals for the Federal Circuit. Mr. Fish holds more than 25 issued U.S. patents ,earned a B.S. in Biomedical Engineering from Marquette University and a J.D. magna cum laude and Order of the Coif from Wayne State University. •4 4

45. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe QUESTIONS OR COMMENTS? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 4 5

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47. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT DailyDAC DailyDAC.com is the leading source of information about assignments, article 9, bankruptcy, receiverships, out-of-court workouts and vulture investing, designed for business owners and vulture investors. Visit us at www.dailydac.com. 4 7 Premium Public Notice Service DailyDAC’s Premium Public Notice Service helps market asset sales on behalf of fiduciaries (e.g., Chapter 11 debtors-in- possession and committees, trustees, receivers, assignees), secured lenders selling collateral under UCC Article 9, and auctioneers to a very large and self-selected group of potential bidders and their advisors. The Service also assists with noticing other events, deadlines, and milestones – including tombstones and other press releases. Our free weekly newsletter, DailyDAC contains our latest bankruptcy article, current Public Notices and all opportunistic deals added to our proprietary database that week. Sign up at: https://www.dailydac.com/dacyak-weekly-newsletter-signup/