144 Restricted Stock Sale Opinions

Mr. Bartko has been a practicing lawyer for 28 years and is also a principal in and the chief executive officer of Capstone Partners, L.C., a FINRA-member and fully registered broker dealer, investment banking and corporate finance boutique, which was formed to assist middle market U.S.-based private and public companies in structuring and successfully locating equity and debt capital.

Mr. Bartko’s primary practice responsibilities include providing corporate finance and securities regulatory advice and legal services for client companies that are in the process of private placement or public offerings of their securities and to handle broker-dealer compliance issues relative to the operations of an investment banking company. Mr. Bartko routinely represents corporations desiring to conduct public and private offerings and those that already are public companies trading their securities on one or more national securities exchanges or in the over-the-counter markets. His representation of such companies is particularly active for issuers quoting their securities on the Electronic Bulletin Board maintained by FINRA. Mr. Bartko also serves as a managing-member of Caledonian Private Equity Partners, LLC, a private equity firm now located in San Diego, California and is the managing member of a separate private equity bridge and mezzanine fund, Capstone Private Equity Bridge & Mezzanine Fund, LLC, a Delaware limited liability company.

Mr. Bartko received his Juris Doctorate from Michigan State University College of Law in 1979 and his LL.M. degree in securities regulation from Georgetown University Law Center in 1989. He is a member in good standing of the Georgia, North Carolina and Michigan bars and has been admitted to practice in several Federal District Courts within the U.S.

Ms. Springs is a senior-level corporate contract attorney that works closely with our firm. She is a bilingual, performance driven, corporate law specialist with seven years of diverse legal experience and eight years of previous business and regulatory experience.  She has proven ability to adapt to new challenges in the legal field and exceed in assisting clients in managing risk in scenarios that involve high-pressure environments and tight deadlines.  Ms. Springs is likewise a skillful negotiator with strong written communication skills and is able to effectively get desired results without alienation of opposing parties.  Mrs. Springs is fluent in Spanish in addition to English. She was previously an associate at Cadwalader, Wickersham & Taft, LLP as well as a national bank examiner with the Office of the Comptroller of the Currency.

At present, Ms. Springs’ relationship with our firm as a contract attorney provides us with that extra capacity to tackle short-term deadlines and produce top-quality legal documentation needed in complex financial transactions, heavily dependent on securities law compliance and regulation. Our practice, which must by necessity include a full capability to manage, organize and promptly deliver/distribute large volumes of documents and written materials, is fully capable to meet those demands in large measure due to Ms. Springs affiliation with our firm.

Ms. Springs’ academic and employment credentials are exemplary as well.  She received her Juris Doctorate  in 2002 from the Duke University School of Law, Magna Cum Laude, Order of the Coif, Moot Court Board, Law Review, Finance Award and her Bachelor of Science in Finance, University of North Carolina at Charlotte, May 1991, Summa Cum Laude, CFA Award for Excellence in Finance. Ms. Springs is a licensed attorney in North Carolina and New York.