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Frank H. Golay, Jr. joined Sullivan & Cromwell in 1977. He was with the Firm s New York office from 1977 to 1979 and from 1983 to 1987, and with the London office from 1980 to 1982. He became a partner of the Firm in 1985 and has been with the Los Angeles office, where he is a member of the Firm s General Practice Group, since 1988. A leading authority on corporate finance, mergers and acquisitions and securities, Mr. Golay provides advice to broker-dealers and corporate clients regarding United States securities law matters. Mr. Golay s practice has included numerous securities offerings, mergers and acquisitions transactions, and general corporate advice: Selected M&A/Private Equity Transactions the acquisitions of Girl Tech and Leda Media Products (1999) by Radica Games Limited and the subsequent sale of Radica to Mattel Inc. (2006) (as counsel to Radica) minority investment by CALPERS in Thomas Weisel Partners (2000) (as counsel to TWP) the acquisitions by j2 Global Communications, Inc. of eFax (2000) and SureTalk.com (2000) (as counsel to j2) the sale of MAI Systems Corporation to Softbrands, Inc. (as counsel to MAI) (2006) the sale of Telephony@Work, Inc. to Oracle Systems Corporation (as counsel to Telephony@Work) (2006) the acquisitions of JFAX Communications, Express One International, TradeWinds Airlines and First Source Financial by Orchard Capital (as counsel to Orchard Capital) the acquisition of a controlling interest in Pegasus Aviation Finance Company by Oaktree Capital Management LLC (as counsel to Oaktree) (2006) the sale by Safeco Corporation of its life and investments operations to a group of investors (2004), as well as in its agreement to sell its Talbot Financial Corporation insurance brokerage group to an investor group led by senior management of Talbot (2004) (as counsel to the financial advisor to Safeco) Selected IPO Transactions American Reprographics (2005) Expedia (1999) JFax (1999) PeoplePC (2000) Santarus (2004) Selected Securities Transactions Amylin Pharmaceuticals - equity (2007, 2005) and convertible (2003) debt offerings Chiron Corporation - convertible debt offerings (2004, 2003) CIM Group - various rounds of private equity Connetics Corporation - convertible debt offerings and PIPE (2005) Farmers Insurance - debt and preferred stock offerings (2004, 1998) Fidelity National - debt offering (2003) and exchange offer (2006) Illumina - equity offering (2007, 2006) Safeco Corporation - debt and equity offerings (1985-present) VISA International - debt offerings (1992-present) Selected General Corporate Representations Radica Games Limited j2 Global Communications, Inc. CIM Group Rankings and Recognitions Mr. Golay has been recognized for his expertise by numerous publications, including being named as a leading lawyer: for Corporate Law (2007) in The Los Angeles Area s Best Lawyers; for M&A, Corporate Law and Private Equity (2007) in The Los Angeles Area s Best Lawyers; for Capital Markets (2007) in The Los Angeles Area s Best Lawyers; for M&A (2006) in The Best Lawyers in America (Woodward/White); for Corporate Law (2005-2006, 2006) in The Best Lawyers in America (Woodward/White); and in The Best Lawyers in America (Woodward/White, 2002). Mr. Golay has also been named as a top attorney in Southern California for Capital Markets (2005, 2006) in Southern California Super Lawyers. Professional Activities and Community Involvement Past Chair of the Business and Corporations Law Section of the Los Angeles County Bar Association. Spoke on the topic of Today s Tactics for Disclosure and Setting Expectations at the 2002 NIRI Annual Conference in Palm Springs, California | 