Bruce Mitchell Email & Phone Number

• Management oversight and responsibility for all legal affairs of a globally diverse entertainment and manufacturing enterprise.• Management of a large, worldwide intellectual portfolio of more than 1,500 patent, trademarks, design marks and copyrights in 100 plus countries. • Developed a Global Property Rights Enforcement Policy to combat piracy and counterfeiting • Instrumental in achieving significant cost savings reductions through the implementation of a global IP strategy.• Extensive global company experience in both Legal and financial matters, including the establishment of corporate entities and corporate compliance in the EU, China, India, South America and Japan.• Lead defensive effort of a Department of Justice investigation of the Company’s wood purchasing activities.• One of four members of the Company’s Executive Committee.• Management of large dockets of complex domestic and foreign litigation matters, including: - offensive and defensive IP infringement actions resulting in favorable outcomes of Injunctive relief and substantial monetary damage awards- a large casualty loss ( Flood ) of the Company’s largest manufacturing facility resulting in recovery from four carriers of $39M • Management of Outside Counsel, both domestically and Internationally.• Lead teams through the M&A process including due diligence, negotiation and contract development for a variety of targets in the MI and consumer and pro audio segments.• Successfully negotiated and secured five Credit Facilities with continuing improved terms and covenants to meet the funding demands of the Company driven by both internal growth and acquisition.• Management of Global Legal functions.• Contractual negotiation and drafting of:- Entertainment relations agreements- Distribution/Dealer agreement’s- OEM relationships- Vendor agreements- IP License arrangements- JV relationships - Employment arrangements

Key member of an executive senior management team responsible for transforming Company from a four state $86 Million revenue organization to a 22 state $360 Million revenue organization.• Led coordination of all governmental and business lobbying activities. relations and legislative lobbying activity• Management and responsibility for the legal affairs of a NASDAQ listed company, including annual report, proxy statement, 10Q’s, 10K’s, and 8K’s.• Lead role and oversight of:­ Company’s Initial Public Offering and Secondary Offering­ Private equity investment of $130 Million to fund privatization of Company­ Securing a series of multi-million dollar debt offerings/placements­ Leverage recapitalization (privatization) of NASDAQ listed company­ Dual track IPO/Sale in 2007 resulting in sale of Company to Humana, Inc.• Led negotiation and acquisition of:­ Six ancillary benefit companies. ­ Five multi-state dental practice operations (58 facilities).• Led legal and regulatory assimilation of all business acquisitions.• Spearheaded complex due diligence process associated with business acquisitions, public offering, privatization, private equity investment, and debt financing.• Drafting and negotiation of corporate governance documents, including Shareholders Agreement, Registration of Rights Agreement, Audit Committee Charter, Compensation Committee Charter, Code of Business Conduct and Ethics, and Compensation and Incentive Agreements.• Strategic management of all litigation matters • Retention and management of outside legal counsel• Established an effective contracting system and processes with lead responsibility for the negotiation and drafting of complex commercial contracts.• One of three members of the Board of Directors of all downstream regulated operating companies.• Served as Interim Chief Financial Officer from end of 1997 through early 1998 while Company was NASDAQ listed.

• Named equity partner of largest Florida East Coast regional law firm.• Managing partner from 1990 through 1995.• Practice leader of Corporate Practice Department specializing in healthcare law and merger and acquisition activity.

Professor of Business Law

Jd, Law

Ba, Accountong