North Carolina

430 Davis Drive, Suite 160 Durham, North Carolina 27713 Main: (919) 993-3300 Fax: (919) 993-3310** Sands Anderson Marks & Miller represents businesses through every phase of corporate life. We provide all types of corporate legal advice to clients ranging from family-owned businesses to private companies with multiple locations to newly-organized enterprises to public corporations. Our clients are engaged in a variety of enterprises including manufacturing, retail sales, real estate development, building construction, mortgage finance and servicing, merchant banking and securities, retail and commercial lending, health care, building and landscape design, technology and professional services. We represent numerous corporations engaged in regulated industries, such as insurance, banking, public utilities and health care. Sands Anderson works closely with clients to avoid litigation exposure, manage litigation should it arise and develop solutions that take into account both business and legal concerns. Our attorneys work with clients and their other consultants to cost-effectively structure and implement a wide range of corporate transactions, such as: * Asset and stock sales and acquisitions * Business formations * Business restructurings * ERISA and other compliance audits * Executive compensation plans * Franchise agreements * Joint ventures * Leasing agreements * Licensing agreements * Mergers and acquisitions and related due diligence * Officer, director, shareholder and employment agreements * Project financings * Recapitalizations * Reorganizations * Securities arbitrations * Tax exempt status applications We assist businesses with all aspects of corporate governance and help clients form and structure partnerships, limited liability companies and corporations. Our business attorneys help companies obtain financing using a wide array of public and private debt and equity instruments. We draft and negotiate contracts with customers, vendors and distributors, handle legislative , administrative and regulator matters and assist with collections and creditors' rights issues. Sands Anderson's lawyers assist clients in tax planning and apply their expertise to recommend the structure of business transactions to achieve favorable tax results. We also advise executive officers and owners on issues such as estate planning, severance and compensation issues and succession planning. The firm's attorneys frequently work with in-house counsel and also act as general counsel for small and mid-sized companies. Where appropriate, we are able to draw on the expertise of our lawyers who have experience in real estate, construction, alternative dispute resolution, employment and bankruptcy law and litigation.

3605 Glenwood Avenue, Suite 500 Raleigh, NC 27612 P.O. Box 20389 Raleigh, NC 27619-0389** Phone: (919) 787-8880 Fax: (919) 787-8902 ** 300 North Third Street, Suite 320 Wilmington, NC 28401 P.O. Box 929 Wilmington, NC 28402** Phone: (910) 343-0196 Fax: (910) 763-0272** Every business needs skilled, creative business counsel to build and protect its long-term future. Manning FultonÂ’s business and tax lawyers have nearly a 50-year tradition of providing guidance to some of North CarolinaÂ’s largest and most established companies. Our clients include the stateÂ’s largest privately held company, as well as some of its newest entrepreneurs. Many clients have been with us for decades as their operations have grown in size and scope. Manning FultonÂ’s corporate lawyers are leaders in the profession, and have relevant experience that our clients appreciate. We give timely and practical advice on the industry and business-specific issues they face. Business Structure We help clients select the proper business structure to accomplish their immediate and long-term objectives. Our lawyers know the advantages and disadvantages of using corporations, general and limited partnerships, limited liability companies and limited liability partnerships. For small and privately held businesses, we recommend organizational structures suited to each client's tax, estate planning and business succession needs. Business Operations Manning Fulton lawyers assist clients with day-to-day details of contracts and sales agreements, and counsel them on compliance with applicable laws, regulations and standards. We work closely with clients as their businesses grow, from drafting stockholder agreements to assisting with employment or labor law issues when employees are hired or terminated. Complex Transactions We have substantial experience assisting clients with mergers and acquisitions, and are skilled in structuring and negotiating the deal. We also assist clients with the sale or spinoff of business units, technology transfers, licensing and distribution matters, lines of credit, joint ventures, strategic alliances, venture capital investments, private placements of syndicated debt and stock and franchise offerings. Estate and Succession Planning We help owners of family businesses assure the future of what they have built through effective planning for the next generation. Manning Fulton lawyers personalize estate and business succession strategies to the individual needs of each business and owner, working to minimize the potential income, gift and estate taxes in wealth transfer decisions. Tax Tax consequences often dictate the type of business structure a client chooses. Manning Fulton lawyers offer assistance with federal, state and local tax issues. Our lawyers regularly handle tax matters at the administrative level and have represented clients before the US Tax Court, federal district and appellate courts, and the North Carolina Supreme Court. We assist with matters involving: * Tax planning, including estate and gift tax concerns * Tax implications of mergers and acquisitions, corporate reorganizations and real estate transactions * Tax audits and reporting issues * Tax disputes at all administrative review levels, including the appellate division of the IRS, the North Carolina Tax Review Board and the North Carolina Property Tax commission * Tax-deferred financial and real estate transactions * Sales, use and property tax issues at the state and local levels. Corporate / Business Entities Practice Area Contact Lawyers: Sandra M. Clark, Ritchie W. Taylor

Bostic Law Firm, PA 834 Wappoo Road Post Office Box 31863 Charleston, SC 29417-1863 843-571-2525 843-571-7050 (Fax) The legal team at the Bostic Law Firm, PA, is pleased to help build a vibrant and successful business community in the Charleston, South Carolina, area by providing legal counsel to entrepreneurs and new and small business owners. Contact our office to schedule a free initial consultation to discuss your business need. Business Formation Starting your company on the right foot can have a significant impact on your future success. Choosing the right corporate structure for your particular business needs and goals can limit risks and personal liabilities, and provide beneficial tax advantages. The Charleston corporate lawyers at the Bostic Law Firm are experienced business and legal advisors for many types of businesses, from start-up restaurants to entertainment enterprises, from individual tradesmen to contractors in the construction industry. We work with many real estate investors creating businesses to hold investment properties until it is an appropriate time to develop those properties. Our attorneys will review your current operations and your goals for growth, and advise on the most appropriate organizational structure, such as: * Sole proprietorship (often tradesmen or independent contractors) * Partnership or limited liability partnership * Incorporation, limited liability corporation, subchapter S corporation, joint venture corporation, professional corporation * Nonprofit 501(c)(3) corporation Corporate Law A relationship with an experienced Charleston corporate law attorney is an essential component of your companyÂ’s continued success. Whether you will be expanding your business through a merger or acquisition of another business, investing in property or equipment, negotiating a contract or litigating a dispute, the business law attorneys at the Bostic Law Firm can help. Our comprehensive business and corporate law practice includes providing advice and representation on all legal aspects of your business, including: * Mergers and acquisitions * Negotiating commercial property leases * 1031 exchanges * Commercial real estate transactions * Negotiating and drafting contracts * Litigation of commercial disputes As your business lawyer, we will work to protect your interests and help you achieve your goals, so you can focus on promoting the business and the bottom line. Contact a Charleston corporate lawyer at the Bostic Law Office to discuss how we can serve you and your business. The attorneys at the Bostic Law Firm, are located in Charleston, South Carolina, convenient to people in Charleston, Dorchester and Berkley Counties, and the surrounding communities of Mt. Pleasant, North Charleston, Goose Creek, Summerville, West Ashley, Ravenel, Moncks Corner, Saint George, Reevesville, Ridgeville, Dorchester, Grover, Harleyville, and Lincolnville, as well as James Island and Johns Island. In addition, we have attorneys licensed to practice in North Carolina, Kentucky, Texas, Tennessee, and California.