Oregon

Suite 2300 1300 SW Fifth Avenue Portland, Oregon 97201-5630 Main: (503) 241-2300 Fax: (503) 778-5299 ** Davis Wright Tremaine is a national law firm representing businesses based throughout the United States and around the world. Over the years, the growing needs of our clients have led to the establishment of offices in Anchorage, Alaska; Bellevue and Seattle, Washington; Los Angeles and San Francisco, California; Portland, Oregon; Washington, D.C.; New York, New York, and Shanghai, China. In addition, we are a member firm of Lex Mundi, a global association of independent law firms which provides immediate access to responsible legal representation throughout the United States and in 60 countries around the world. Business & Corporate: DWT's Business & Corporate Group offers a full range of business-related legal services to companies and individuals. These services include entity formation, corporate governance, mergers and acquisitions, tax, debtor-creditor issues, and many others. The Corporate Finance Group, which specializes in securities law and related matters, is a key component. We routinely advise clients in matters such as business organization, raising private or public equity, public company reporting requirements, and securities-related litigation and arbitration. Other Related Practice Areas: Emerging Business & Technology, Employee Benefits, Financial Institutions, Mergers & Acquisitions, State & Local Tax, Tax

The Durham House 1012 SW King Avenue Portland, OR 97205-1109. ** We are located on the corner of Salmon and King, two blocks West of the Multnomah Athletic Club. ** Phone: 503.827.3003 Fax: 503.827.3004 ** Bill Du Val has been a practicing business attorney in Portland, Oregon for over 13 years. * Business and Corporate Law * Corporate Finance * Oregon Small Business Laws * Buying or Selling a Business * Emerging Business and Technology * Entity Formation and Starting a Business * Finance and Commercial Law * Mergers and Acquisitions * Securities * Contract Law * Employment Law Bill has extensive experience and knowledge regarding Entity Formation, Starting Up a Small Business, Oregon Small Business Laws and Operations, Corporate Finance, Raising Capital, Buying and Selling a Business, Licensing a Business, Real Estate Development, Employment Law, and Dispute Resolution.

601 SW 2nd Avenue, Suite 1800 | Portland, OR 97204-3171 | 503.221.0607 | Fax:503.221.1510 ** Business and Corporate Practice * General Business Representation — Assistance in determination of entity, general contract negotiations and drafting, sales and distribution agreements, employment agreements, compliance with organizational formalities. * Corporate Finance — Public offerings, private offerings, venture capital investments, securities law compliance, and advice to boards of directors. * Mergers and Acquisitions — The acquisition or disposition of public or private companies through mergers, stock transactions or asset purchase and sale agreements. * Executive Compensation — Drafting and structuring long-term employment contracts, preparation of incentive compensation programs, including incentive and nonqualified stock option plans, stock appreciation rights or "phantom stock" plans, performance share, stock grant or restricted stock plans, "golden parachute," "golden handcuff" and "tin parachute" arrangements, and ESOPs. * Intellectual Property Practice — Drafting and negotiating OEM agreements, development agreements, license agreements, international and national distribution agreements, joint venture agreements, systems integration and joint marketing arrangements, research and development agreements, beta agreements, end user licenses, multimedia content licenses, publishing agreements, escrow agreements, production agreements, and maintenance and technology support agreements.