Washington

Main Office: Seattle 1001 Fourth Ave., Suite 3600 Seattle, Washington 98154 Telephone: (206) 623-5890 Facsimile: (206) 623-0965 Satellite Office: Anacortes 2415 T Avenue, Suite 207 Anacortes, Washington 98221 Transactions: The firm has handled almost every type of business transaction in its 40+ years of client representation; contract negotiation, formation and interpretation, including common law and UCC sales transactions, environmental liability and real estate acquisitions, business purchase and sale agreements, financing agreements, security instruments and related corporate matters; contract enforcement including litigation, arbitration, collection of judgments and creditor remedies. We are Seattle business lawyers. Real Estate: Real estate purchase and sale agreements; financing; judicial and non-judicial foreclosures; landlord-tenant; unlawful detainer and eviction proceedings; development issues; due diligence work; commercial and residential leasing; condemnation of properties for District of Columbia Metro expansion; transactional, boundary disputes, etc.; real estate acquisitions and sales; negotiation and preparation of leases (commercial, office, agricultural, retail, industrial and residential); entity formation and structuring of real estate investments; financing; condemnation; land use regulation and permitting before local government entities, state agencies, and appeals boards. Corporate: Formation and maintenance of businesses, including S corp, C corp, LLCs, LLPs and partnerships; advise and counsel on corporate governance, rights and duties of officers and directors, shareholders rights, and third-party liabilities; drafting and evaluation of incorporation documents, bylaws, operating agreements, buy-sell agreements, options and shareholder agreements; business acquisitions and mergers; incorporation and other organizational work; advice on corporate maintenance; tax and regulatory matters; developing legal strategies for start-up business; mergers and acquisitions; structured settlement funding. Agricultural Law: International agricultural consulting contracts; representation on agribusiness issues for clients including growers, packers, commission merchants, cold storage facilities and shippers of stone fruit, grapes and other commodities; work with other farming, dairy and ranching operations on legal matters that have included organizational, contracting, tax, regulatory, water, irrigation, real estate, and financing issues. Health Law: Representation of physicians, including physician/hospital employment negotiations, Medicare/Medicaid regulatory compliance, casualty and operating agreement; representation of municipalities, joint powers authorities and other payors on health plan, licensure and regulatory issues, medical board accusations, managed care arrangements, Medicare and Medicaid reimbursement, defending against malpractice and sexual harassment actions, HIPAA matters, fraud and abuse claims; representation of providers and health care facilities (e.g., hospitals, hospices, surgery centers), managed care organizations (e.g., HMOs, IPAs, PPOs, MSOs), non-profit entities (e.g., health consortia, medical societies, medical care foundations) and medical staffs; representation has routinely required interaction with state and federal agencies. The firm's corporate practice includes formation and maintenance of businesses, including S corporations, C corporations, LLCs, LLPs and partnerships; advice and counsel on corporate governance, rights and duties of officers and directors, shareholders' rights, and third-party liabilities; drafting and evaluation of incorporation documents, bylaws, operating agreements, buy-sell agreements, options and shareholder agreements; business acquisitions and mergers; incorporation and other organizational work; advice on corporate maintenance; tax and regulatory matters; developing legal strategies for start-up business; mergers and acquisitions; and structured settlement funding. Telephone: (360) 293-6407 Facsimile: (360) 588-8034

Bellevue Office Suite 2300 777 108th Avenue NE Bellevue, Washington 98004-5149 Main: (425) 646-6100 Fax: (425) 646-6199 Washington, D.C. Office Suite 450 1500 K Street NW Washington, D.C. 20005-1272 Main: (202) 508-6600 Fax: (202) 508-6699 washingtondc@dwt.com Pennsylvania Avenue Office (former CRB office) 1919 Pennsylvania Avenue, N.W. Suite 200 Washington, D.C 20006-3458 Phone: (202) 659-9750 Fax: ( 202) 452-0067 washingtondc@dwt.com ur expertise, broad experience and depth of resources enable us to represent companies ranging from start-ups to billion-dollar enterprises with equal capability and effectiveness. It has always been our goal to meet the specific needs of each client with both excellent legal skills and sound business judgment – and to provide these services as efficiently and economically as possible. While we are headquartered in Seattle, and many of our clients are based in the Pacific Northwest and Alaska, we frequently serve national and international businesses located in other parts of the United States and in foreign countries. Comprehensive Help for Internet Businesses Are you an Internet or e-commerce business? DWT can help you at any stage of your growth or phase of your business plan. Read more about our Internet & eCommerce Practice Group. Related Practice Areas Our Business Practice includes the following specialty law areas: Admiralty & Maritime Climate Change Commercial Transactions Communications, Media & Information Technologies Corporate Finance Education Employee Benefits Employment Environment & Natural Resources Health Hospitality International Mergers & Acquisitions Municipal Finance Real Estate & Land Use Securities Technology Tax Trusts & Estates Department Members Anchorage Jon S. Dawson Barbara S. Kraft Karmyn Olmstead Elizabeth S. Pifke Joseph Reece Bellevue Keith G. Baldwin Crissa Cugini Rhys M. Farren Sandra L. Gallagher-Alford Michael R. Green Ame C. Wellman Los Angeles Jill R. Cohen Zhi-Ying J. Fang Janet Grumer Mary Haas Marc E. Jacobowitz Thomas E. Jeffry New York R. A. Boose Claude P. Goetz Kevin F. Saer Portland David C. Baca Anne L. Barragar Duane A. Bosworth Brian R. Buckham Lawrence B. Burke Rebecca Cady John Cameron Emily N. Chang Gustavo J. Cruz Anne E. Denecke Crystal L. English Patrick J. Green Jacob A. Heth Thomas S. Hillier Jay D. Hull David J. Krieger J. R. Lagesen Matthew D. Larson Rodney E. Lewis Jesse D. Lyon Joe Mattoon James M. Mei Nancy B. Miller Michael C. Phillips Ronald K. Ragen Coni S. Rathbone Carmen J. SantaMaria Erik Schimmelbusch Thomas S. Smith H. S. Tremaine Julie Weston San Francisco Sam N. Dawood Robert B. Gex Rachel Glitz Christopher A. Hilen Seattle Greg F. Adams Keith G. Baldwin Laura A. Baumann Stuart C. Campbell Allen D. Clark Cameron J. Cohen Bradley C. Diggs Susan G. Duffy Brent R. Eller Stephen C. Ellis Jason A. Farber James Haigh Lisa R. Hayward Christopher R. Helm Jayanne A. Hino Patrick Johnson C. J. Judson Joanie Y. Kim Thomas A. Lemly R.Z. Margaret Lu Mohsen Manesh Sean P. McCann Dennis E. McLean Jonathan Michaels Jason M. Mills Ony Okoro A. P. Parsons William G. Pusch Richard M. Rawson John Reed Daniel B. Ritter Evan M. Shapiro Patricia Thompson Brian Todd Kevin V. Tu Sarah E. Tune William L. Weigand Joseph D. Weinstein Julie Weston Joseph P. Whitford Heather G. Wight-Axling James E. Wreggelsworth Ryan J. York Jim H. Young J.H. Jerry Zhu Shanghai, China Zhi-Ying J. Fang R.Z. Margaret Lu James M. Mei J.H. Jerry Zhu Washington, D.C. Weldon H. Latham Washington, D.C. (Pennsylvania Ave.) Maurita K. Coley Liz Drogula Range of Services Offered Business Organization Counseling on form of business (corporation, partnership, limited partnership, joint venture, proprietorship) and tax ramifications; drafting organizational documents; corporate, tax and other federal, state and local filings and compliance measures; qualification in other states; business name, copyright, trade secret protection. Officers, Directors and Employees Advice on duties and exposure of corporate officers, directors and employees; employment contracts; compensation arrangements; employee benefit plans. Stockholder Matters Shareholder meetings and disputes; stock issuance and transfer; shareholder and stock redemption agreements. Corporate Finance and Securities Law Compliance Private and public equity and debt offerings; negotiations with underwriters; registration statements; private placement memoranda; compliance with periodic reporting and proxy solicitation requirements of the SEC; public disclosure and insider trading matters. Acquisitions Acquisition and sale of business entities; tax free organizations; leveraged buyouts; management buyouts; financing of acquisition and sales; workout of troubled acquisitions. Banking Transactions Secured and unsecured borrowings from financial institutions and private debt sources; documentation of all lending transactions; consumer credit transactions and documentation; extensions of credit to customers by businesses. Tax All federal, state and local tax ramifications of engaging in business, including formation of business, ongoing operations, and sale or other disposition. Limited Partnerships Formation; real estate and other syndications; federal income tax matters; securities law compliance. Business Reorganizations Mergers and acquisitions; asset and profit line purchases; tender offers; going private transactions; liquidations. Debtor-Creditor Negotiating and drafting bank and insurance company loan agreements and related documents; debt restructuring; bankruptcy matters. Family Businesses Preparation of corporate or partnership documents for estate/business planning; federal income tax issues; estate planning and estate tax counseling; arrangements for transfer of interests in closely held businesses and related control issues.

14440 Old Mill Road Upper Marlboro, Maryland 20772 Phone: 301-952-0100 Fax: 301-952-0221 Branch Office 305 Compton Avenue Laurel, Maryland 20707 Phone: 301-776-0827 Full Service Business Representation The business law practice group at Knight, Manzi, Nussbaum & La Placa, P.A., provides practical and innovative advice to our business clients throughout southern Maryland and the Washington, DC metro area. We strive to provide responsive and forward-thinking legal guidance and representation. Our business law practice group helps clients plan and implement their business goals and provides ongoing advice to business clients, often acting as experienced outside general counsel. We represent start-up and emerging companies and businesses, as well as well established and stable businesses. Business Formation The business law practice group helps our business clients select the type of organizational entity under which to operate. Our representation includes preparation of all formation documents, agreements, sale and purchase of businesses, obtaining financing and funding for business operations, employee relations, and dissolution. Business Litigation The business law practice group is experienced in representing our clients in litigation, including disputes relating to corporate ownership and governance shareholder agreements, franchisee-franchiser agreements, joint ventures, and insurance coverage claims. Contracts The firmÂ’s business practice group drafts contracts in virtually all areas of business. Our attorneys are highly experienced in negotiating and drafting contracts, negotiating contract performance disputes, litigating breach of contracts, and evaluating the appropriate remedies for breached contracts. Contact us to schedule a confidential consultation.