M.M. Dillon & Co.

Material for Counsel

October, 2015 M.M. Dillon & Co.

CONFIDENTIAL

Page 2 M.M. Dillon

M.M. Dillon- Formation of Integrated Investment Bank

M.M. Dillon

currently

provides truly full

service

capabilities and

resources across

all traditional

areas of

investment

banking and has

supplemented

that capability

with expert

testimony.

The principals of

M.M. Dillon have

executed an

integrated model

with sales,

trading and

research inside of

CRT Capital for 5

years raising over

$3 billion in lead

managed

financings and $4

billion in advisory

deals

M.M. Dillon can be thought of as an integrated pyramid with banking

from Dillon on one end plus MKM providing research on another

corner and sales and trading on the final third corner.

Expert Witness assignments have grown out of the Restructuring

practice and the distress debt trading business both original core

businesses since Dillon’s formation in 2004

Investment Banking work in acquisitions and financings is focused

upon the individual experience of the Managing Directors in their key

focus sectors of healthcare, technology and transportation

The most recent ten assignments have involved many top industry

names: Verizon, Intel, Duke, TXU, MPM, Credit Suisse, Apollo,

Highland, KKR, PRIMUS, Sinclair, CBRE, Morgan Stanley

The rationale for Dillon retention has been: success in prior deals,

industry knowledge, sector expertise, current capital markets

experience, team approach to report preparation and legal community

credibility

Two assignments currently in the final phase in the 4th Q 2015: Intel

and EFIH (TXU) are very prominent in the investment banking area

Page 3 M.M. Dillon

M.M. Dillon- A Winning Platform for Growth Companies

Thought Leaders with In depth Experience in their Sectors

Over 250 companies under coverage 23 Professionals, 16 Senior Analysts

Strategic Advisory | Capital Transactions Mergers & Acquisitions | Divestitures

Professionals Average Over 23 Years Experience with Domain Expertise in:

18Professionals | 3Senior Healthcare Bankers | 3Senior Tech Bankers

Professionals with exceptional institutional account relationships

71 Professionals | Trading Volume with Cash and Derivatives Capabilities | Extensive Access to Investors

Domain

Expertise

Independence of

Opinion

Integrated

Execution

Technology Healthcare Auto/Industrial Consumer Energy

Investment Banking

Research

Sales & Trading

Page 4 M.M. Dillon

M.M. Dillon- Selected Restructuring Experience

Page 5 M.M. Dillon

M.M. Dillon- US Legal Community References

Counsel References

Ken Eckstein

Phil Anker

Ray Guy

Gerry Pecht

Matt Stammel

Roger Netzer

James Weingarten

Hector Gonzalez

Nancy Delaney

Firm

Kramer Levin

Wilmer Cutler

Weil Gotshal

Fulbright (Norton Rose)

Vinson & Elkins

Willkie Farr

Williams & Connolly

Dechert

Curtis

Page 6 M.M. Dillon

M.M. Dillon Selected Expert Witness Summaries

Credit Suisse v

Highland

Retained by Weil Gotshal, counsel for the Defendant Credit Suisse as an expert witness in the areas

of investment banking, capital markets and private equity related to the cases of financing several

luxury planned resort communities involving Highland Capital Management the Plaintiff. The current

case is being heard in Texas

Momentive

Performance Materials

Retained by Dechert for the Defendant The Bank of New York Mellon Trust Company for those who

hold the debt of Momentive Performance Materials, as an expert witness in the areas of investment

banking, capital markets and private equity in connection with the issuance by MPM of $1.1 billion of

Senior Secured Notes as part of the 2012 refinancing of the leveraged buyout of MPM by Apollo

Duke/

Crescent Resources

Retained by Fulbright counsel for the defendant Duke Energy Corporation as an expert witness in

the areas of investment banking, capital markets and private equity related to the spin off transaction

of Crescent Resources involving the Litigation Trust as the Plaintiff. The transaction in question had

aggregate value of over $4 billion with damage claims in excess of that number

Verizon/

IDEARC

Retained by Wilmer Cutler as counsel for Defendants Verizon Communications to provide expert

testimony in the areas of investment banking, capital markets and private equity related to the spin off

of IDEARC Media from Verizon involving U.S. Bank National Association as the Plaintiff. The

transaction in question had a total aggregate value of over $14 billion with claimed damages in excess

CBRE v

Highland

Retained by Vinson & Elkins as counsel for the defendant CBRE as an expert witness in the areas of

investment banking and capital markets related to the refinancing of the Lake Las Vegas real estate

project with Highland Capital as Plaintiff. The project in question had an aggregate value in excess of

$1.0 billion with damage claims exceeding $550 million

MIPI v

Secured Lenders

Retained by Kramer Levin counsel for the debtor in possession MIPI as an expert witness in

investment banking and restructurings and advisor to the company related to a dispute between the

debtor and it’s secured lenders during the bankruptcy process and a potential cram down of the

secured lenders by new equity holders

Intel v

Lehman

Retained by Williams & Connolly as counsel for Intel Corporation as an expert witness in

investment banking to testify related to litigation on the subject of Lehman’s cost of funding while

Lehman was in liquidation mode after filing bankruptcy. The amounts in question exceeded $1 billion

Page 7 M.M. Dillon

M.M. Dillon Broad Product Capability

M.M. Dillon can

provide truly

objective advice and

structure innovative

solutions for its

clients across all

traditional areas of

investment banking

We currently offer

this broad capability

of product offering

that is not available

to smaller more

narrowly focused

boutiques to a

diverse set of

corporate clients

Advisory

Private Equity

● Venture, Emerging Growth and

Recapitalizations

Private and Public Debt

● Investment Grade

● High Yield

● Convertible

● Mezzanine

Public Equity

● IPOs

● Follow-Ons and Secondary

Offerings

● PIPEs and RDs

Mergers & Acquisitions

● Buy-Side

● Sell-Side

● Joint Venture

● Shareholder Rights Plans

Restructuring

● Advisory

● Out-of-Court Services

● Stakeholder Representation

● Bankruptcy Services

Fairness / Solvency Opinions

General Advisory

Financings

Page 8 M.M. Dillon

M.M. Dillon Deep Industry Domain Expertise

Other

Energy

• Consumer products

• Retail

• Shipping

• George Bickerstaff of Novartis, IMS GE senior sector MD

• Danny Frank of Cerberus and Fidelity heads sector fund

• Twenty six banking transactions competed

• First fund investment sourced via banking

• Scott Merlis of Wasserstein and Morgan Stanley senior MD

• Eight banking transactions completed

• Principal activity to be designed

TMT

Healthcare

Transportation

• Mike McCarty of Gleacher, Warburg & Dillon Read senior sector MD

• Twenty six banking transaction completed

• Two industry veterans identified to manage sector fund

• Chad Weiss of RBC, B of A, and Smith Barney senior sector MD

• Fifteen banking transactions completed

• Dillon investor raising second E&P PE fund

Four Focus Sectors: Healthcare, TMT (Telecom, Media, Technology), Energy and

Transportation each staffed by leaders in their Sectors with multiple partners in each

Sector

Each investment banking sector will ultimately have a complementary principal

activity carried out via a traditional private equity fund with the first sector,

Healthcare, already formed, funded and the first investment completed as managed

by Danny Frank

Page 9 M.M. Dillon

M.M. Dillon Equity Capital Markets

Since 2004, M.M. Dillon and their senior

professionals have led or participated in

over 40 IPOs and secondary offerings,

representing approximately $30 billion in

gross proceeds with over 70% as lead or

co-lead manager

Seasoned bankers with deep domain

expertise advise clients on preparation,

positioning and marketing

Expertise in structuring, pricing and

execution of equity offerings

• Access to global small-, mid- and large-cap

investors

• Interaction with a large universe of Hedge

Funds

• Deep relationship with hundreds of Private

Equity Funds

M.M. Dillon’s senior

professionals bring

deep public market

expertise and sector

knowledge to its

corporate clients

Solazyme, Inc.

$227,182,500

Initial Public Offering

Selling Group Participant

Recent Transactions

Co-Manager

$102,637,500

Initial Public Offering

SemiLEDs Corporation

HCA Holdings, Inc.

Co-Manager

$3,786,000,000

Initial Public Offering

Kips Bay Medical, Inc.

$16,500,000

Initial Public Offering

Co-Manager

RDA Microelectronics, Inc.

Co-Manager

$77,625,000

Initial Public Offering

MakeMyTrip Limited

Selling Group Participant

$125,856,000

Secondary Offering

Co-Manager

$5,000,000,000

Series B Preferred Stock

Co-Manager

$18,140,100,000

Initial Public Offering

General Motors Company General Motors Company

Sole Manager

$53,562,654

Secondary Offering

Synthesis Energy Systems,

Inc.

Co-Manager

$91,547,730

Initial Public Offering

Alpha & Omega

Semiconductor, Ltd.

Co-Manager

$195,443,286

Initial Public Offering

Net Logic Microsystems Inc.

Book-Running Manager

$20,600,000

Secondary Offering

Primus Telecommunications

Group Inc.

Page 10 M.M. Dillon

Strong Private Placement, PIPE and Registered Direct Capability

• Traditional private equity for early-, mid- and

later-stage private companies

• Capital for expansion, acquisition or

recapitalization

• Access to multiple investor channels: venture

capital, private equity, hedge funds / crossover

and strategic

Traditional Private

Placements

PIPEs &

Registered Directs

SPACs &

Special Situations

• Privately-marketed transactions for public

companies

• Target investors include mutual funds and

hedge funds

• Special purpose investment vehicles to facilitate

an acquisition of an operating company or assets

• Reverse mergers with publicly-listed shell

companies, often with a simultaneous capital

raise

M.M. Dillon offers its

corporate clients the

full spectrum of

private capital

solutions involving:

Private Equity,

Hedge Funds,

Traditional Long

Only Managers and

High Net Worth

Individuals

Page 11 M.M. Dillon

Well-Established Middle Market Financial Advisory Franchise

• Exclusive sales

• Buy-side advisory

• Joint venture and licensing

• Takeover defense

Mergers & Acquisitions

Restructuring Advisory

• Debtor advisory

• Creditor advisory

• In-court and out-of-court services

• Solvency opinions

M.M. Dillon’s

financial advisory

capabilities

encompass M&A,

restructuring and

general advisory

engagements

We build long-term

relationships with

our clients by

providing truly

objective and expert

advice in all

assignments

We seek to serve as

our clients’ trusted

advisor and assist

them in building and

realizing shareholder

value

Recent Transactions

National Patent

Development Corporation

QuantaSol Ltd.

Sale of QuantaSol to

JDS Uniphase

Financial Advisor

Molecular Insight

Pharmaceuticals, Inc.

Takata Corporation

New Penn Motor

Express, Inc.

Syntiron, LLC

Sinclair Broadcast

Group Inc.

Primus Telecommunications

Group Inc.

Shermen WSC Acquisition

Corp.

Constar International Inc. Arcadia Resources, Inc. Environmental Power

Corporation

Financial Advisor Financial Advisor

Sale of assets of its Home

Health Equipment business

Sale of its Industrial Staffing

business

Financial Advisor Financial Advisor Financial Advisor

Financial Advisor Financial Advisor Financial Advisor

Financial Advisor to Official

Committee of Unsecured

Creditors Financial Advisor Financial Advisor

Restructuring

Sale of its Five Star Products

division to The Merit Group

Licensing Advisory

Restructuring

$500,000,000

$200,000,000

Restructuring

$830,000,000

Acquired the Westway division

of ED&F Man

Restructuring

$575,000,000

Fairness & Valuation

• Fairness opinions

• Portfolio valuations

• Special committee advisory

Page 12 M.M. Dillon

Ranked Restructuring Advisory Practice

The following slides discuss the services that M.M. Dillon’s Restructuring Advisory Group

can provide to companies and investors to help maximize the value of their investments in

a difficult market environment

M.M. Dillon’s Restructuring Advisory Group professionals have over fifty years of

experience in financial restructuring and have completed more than $100 billion dollars in

transactions

M.M. Dillon's’ services include:

● Distressed capital raising

● Exchange offers

● Pre-packaged filings

● Debtor-side advisory

● Distressed asset sales

● Fairness and solvency opinions

Targeted clients include:

● Middle market companies

● Bankruptcy estates

● Noteholder committees

● Creditor committees

● Equity committees

Dillon’s IB

team of

professionals

competes

with all of the

major

restructuring

advisory

firms.

The group

has deep

experience

working for

debtors,

creditors and

equity

committees

Page 13 M.M. Dillon

Sea Dragon Healthcare Partners, L.P. (“SDHP”) is based off the investment

track record of its Managing Partner Danny Frank, who has successfully

invested over $400 million in both private and public healthcare companies

over the past decade

Top decile performance

$400 million aggregate capital infused

9 portfolio investments

5 liquidity events

1 write-off

Right size fund / investments

Capital size enough to be able to match company needs and tied to key

milestones

Leverage skill base to investment needs (advisory / board seat / strategic /

regulatory)

Enough capital to help affect change if / as needed (public)

One-stop shopping for critical capital / advisory (Dillon)

Defined opportunities in the pipeline

Can lead investments / partner or co-invest

Quick turnarounds

Sound fundamental approach

Large market opportunities

Defined risks / capital needs / not crossing a huge technological hurdle / not

looking for “revolution” but rather high probability evolution

Working capital for expansion / growth

Managing Partner Track Record

As of 3/31/11 SDHP

Multiple on Invested Capital 1.9x

Substantially Realized Investments

IRR(1)

Gross IRR(1)

Total Return Target 2x – 3x

Cambridge Associates VC Benchmark

(2000-2009)

Healthcare/Biotech 8.4%

Healthcare Devices 4.8%

Pharmaceuticals 13.3%

(1) To be disclosed verbally

Private Equity- Healthcare

Page 14 M.M. Dillon

SDHP is part of Dillon and thus benefits from the Healthcare concentration of

the banking professionals focused in the target areas of investment

Investment Banking Healthcare Coverage

Medical Devices

Healthcare Services

Biotechnology

Specialty Pharmaceuticals

Benefits of integration with Dillon

Larger footprint of contacts

Capital markets and transaction knowledge base

Investment opportunity pipeline

M.M. Dillon & Co. Healthcare

Professionals Size

Senior Managing Directors - Banking 3

Junior Professionals Banking 2

Total Healthcare Professionals 5

Private Equity- Healthcare

Page 15 M.M. Dillon

Other

Partners

MKM

Partners

Managing

Directors

M.M. Dillon

the Firm

M.M. Dillon & Co. Resources

MM Dillon & Co. maintains and continues to develop an integrated investment

bank in order to source and close deals

● Past and Current Clients and their Holders

● Universe of Total Personal Contacts

● Referrals from: Clients, Lawyers, Investors

● New Business Development Plan

● Broker Dealer, Regulatory Approvals and Facilities

● Name, Reputation and Past Deal History

● Products: Advisory, Financings, Restructurings

● People: Assistants, Analysts, Officers, Advisory Directors

M.M. Dillon & Co.

has on an integrated

basis four categories

of full service

resources available

to develop, execute

and close deals.

The most obvious

and highest utilized

by all is the

individual Managing

Director and then the

input of their Other

Partners.

The next level down

is the combined

resources of the

Firm available to

influence selection

of Dillon as the

banker of choice.

The newest resource

is the combined

resources of MKM

Partners for public

financings and

advisory deals

● Distribution of Equity Securities to Institutions

● Research Publishing on Companies and Markets

● Trading and Positioning of Securities

● Market Knowledge and Judgment about Trends and Demand

● Referrals from Their Own Network

● Expertise: Products, Industries, Past Deal Experience

● Presence and Reputation

● Advice and Counsel on Others Deals

Page 16 M.M. Dillon

Five Year History of Integrated IB Success Inside of CRT

32

30

11

Financing

18

16

15

13

11

53

10

6

4

IB Revenue Product Focus

Geographic Focus Industry Focus

Total of 73 closed fee producing transactions

Spread between all three major products

IB total fees of over $130 million in five years

EBITDA of $40 mm with Comp of $85 mm divided

$45 Banking, $20 mm Floor & $20 mm Research

Floor and Research also paid for Trading Volume

Restructuring

Advisory

North America

South America

Asia

Europe Energy

Other

Technology,

Media, Telecom

Industrials

Healthcare

Page 17 M.M. Dillon

Five Year History of Integrated IB Success Inside of CRT

13

11

6

5

3

$1,486

$577

$474

$362

$143

25

18

16

$3,140

$776

$220

Financing (# Deals by Type) Advisory (# Deals by Type)

Financing Transaction Value Advisory Transaction Value

Restructuring

Buy/Sell-Side

Advisory

General Advisory

Equity Private

Placements

Initial Public

Offerings

Follow-on/PIPEs

Convertible Debt

Offerings

Debt (excl.

Convertibles)

Equity Private

Placements

Initial Public

Offerings

Follow-on/PIPEs

Convertible Debt

Offerings

Debt (excl.

Convertibles)

Buy-Side

Advisory

Sell-Side

Advisory

General Advisory

Page 18 M.M. Dillon

Dillon Investment Banking Professionals

Tim Meyer Managing Director

Houlihan Lokey

Citigroup

Bear Stearns

Barclays Capital

21 Years

Led Energy Group at

Houlihan Lokey

Energy Group at Salomon

Brothers

Heartland Industrial Partners

Morgan Lewis Githens & Ahn

Smith Barney Harris Upham

50 Years

Senior Managing Director at

Heartland Industrial Partners

Founder and Managing Director

at Morgan Lewis Githens & Ahn

UBS Warburg

PaineWebber

34 Years

Managing Director in M&A Group

at UBS Warburg

Head of M&A at PaineWebber

Royal Bank of Canada

Bank of America

Smith Barney

36 Years

Head of Energy Banking at RBC

Head of Energy Banking at

Bank of America

Head of Energy Banking at

Smith Barney

5 Gems Strategic Advisory

Aureon Labs

JC Decaux

13 Years

Chief Executive Officer of 5

Gems Strategic Advisory

Co-Founder of Aureon Labs

Head of Strategy and Chief

Technology Officer of JC Decaux

Chanin Capital

Duff & Phelps

15 Years

Vice President at

Chanin Capital Partners

Vice President at Duff & Phelps

Michiel McCarty Head of Banking

Gleacher Partners

SG Warburg

Dillon Read

37 Years

Managing Director at Gleacher

Head of U.S. & Latin America

Investment Banking at SG

Warburg

Houlihan Lokey

AXA Financial

JP Morgan

11 Years

Corporate Strategy Advisor at

AXA Financial

Associate, Energy Group at

Houlihan Lokey and JPMorgan

John Beneke Chief Financial Officer

Morgan Stanley

Merrill Lynch

25 Years

Managing Director in Morgan

Stanley Finance Division

Controller for Morgan Stanley

Global Investment Banking

Ducker Advisory

Thomas Weisel Partners

Morgan Stanley

25 Years

Head of Advisory at Ducker

Worldwide

Automotive Equity Research

Analyst at Thomas Weisel

Partners and Morgan Stanley

Greenwich Technology Advisors

SoundView Technology Group

30 Years

Managing Director and Co-

Founder of Greenwich

Technology Advisors

Managing Director of Investment

Banking, Head of

Communications Research at

SoundView

2 Years

Caris & Company

Life Science Partners

Credit Suisse, Goldman Sachs

22 Years

Managing Director of Life

Sciences at FBR Capital Markets

Biotechnology Equity Research

Analyst at Credit Suisse and

Goldman Sachs

Novartis Pharma

Workscape

IMS Healthcare

21 Years

Chief Financial Officer of Novartis

Pharma, Workscape and IMS

Healthcare

CRT Capital Group LLC

Salomon Smith Barney

30 Years

Managing Director Salomon

Smith Barney High Yield and

Leverage Finance Capital

Markets

Doug Harvey Managing Director

Targe Energy

Maximus Media

Cerberus Capital Management

30 Years

Co-Founder, President, Chief

Operating Officer at Targe Energy

Operations Executive at Cerberus

Capital Partners

Cerberus Capital Management

Fidelity Investments

32 Years

Managing Director at Cerberus

Capital Management

Founding Manager of Fidelity

Special Situations / Strategic

Value Fund

George Bickerstaff Managing Director

Doug Harvey Managing Director

Michael Espinal Senior Vice President

Carl Miller Senior Vice President

Ryan Fitzgerald Analyst

Jim Hanson Managing Director

Bob Hastings Advisory Director

Matthew Miller Advisory Director

Chad Weiss Advisory Director

Olivier Saidi Managing Director

Michiel McCarty Chief Executive Officer

John Beneke Chief Financial Officer

Scott Merlis Managing Director

Kevin Slocum

Managing Director

Jeff R. Swarz, Ph.D. Managing Director

Daniel Frank Head of Asset Management

Perry Lewis Advisory Director

Ronald Bernard Advisory Director

Alvarez & Marsal

NFL

Viacom

35 Years

President of NFL Video

President of Showtime

CFO of Viacom

Page 19 M.M. Dillon

Contact Information

M.M. Dillon & Co.

One Sound Shore Drive

First Floor

Greenwich, CT 06830

Tel: (203) 569-6800

www.mmdillon.com

M.M. Dillon & Co.

This presentation has been prepared by M.M. Dillon & Co. (“M.M. Dillon”) for the exclusive use of the party to whom M.M. Dillon delivers this presentation (the “Company”)

using information provided by the Company and other publicly available information. Distribution of this presentation to any person other than the Company and those

persons retained to advise the Company, who agree to maintain the confidentiality of this material and be bound by the limitations outlined herein, is unauthorized. This

material must not be copied, reproduced, distributed or passed to others at any time, in whole or in part, without the prior written consent of M.M. Dillon.

© 2012 M.M. Dillon. All rights reserved. M.M. Dillon specifically prohibits the redistribution of this material.