ANDREW E. KATZ · Mr. Katz has led innovative financing transactions for video game companies, applying structured finance techniques to enhance the borrowing power of such companies

ANDREW E. KATZPartner

Practice Area

Corporate & Business TransactionsFashion Industry

Legal Expertise

Corporate finance and securities, with an emphasis on:

structured finance and asset-backed securities ("assetsecuritization");public and private offerings of equity and debt securities,primarily as issuer's counsel; andrepresentation of financial institutions and their holdingcompanies, including subordinated capital debt and equity,securities offerings, and regulatory applications.

Assists foreign nationals avail themselves of the Immigrant Investors Program("EB-5").General corporate representation of small to middle market entrepreneurialclients.Actively involved in all aspects of structured finance and asset securitizationtransactions, including developing structures for emerging asset types such asrecurring revenue streams and royalty incomes.

Industry Focus

Asset securitization, thrift industry, banking, entertainment and new media

Representative Matters

Mr. Katz has participated in structured finance and asset securitizationtransactions of automobile loans since those transactions were firstundertaken in 1985. Since 1985 he has been lead issuer’s counsel in over 60 asset securitization transactions involvingautomobile loans. The total value of securities offered in these transactions is over $35 billion. He has also acted aslead investor's counsel as well as special counsel in numerous asset securitization transactions involving recreationalvehicles, auto leases, boat loans and consumer receivables. The transactions for which Mr. Katz has been responsiblehave been structured utilizing collateralized notes, grantor trusts, owner trusts and conduit financing facilities.Secured approval for Immigrant Investors Program (“EB-5”) projects seeking to raise over $200 million, cumulatively,for a variety of projects across the country, including solar energy systems, oil well production, hotels and casinos, andother real estate development.Mr. Katz has led innovative financing transactions for video game companies, applying structured finance techniquesto enhance the borrowing power of such companies.Mr. Katz has also been lead issuers' counsel on several public and private offerings of common stock for financial

LOS ANGELES

11377 W. Olympic Boulevard Los Angeles , CA 90064(310) 312-3738 direct phone(310) 231-8408 [email protected]

COURT ADMISSIONS California, 1972

USDC, Central District of California,1972

U.S. Court of Appeals, District ofColumbia, 1980

U.S. Court of Appeals, Ninth Circuit,1974

U.S. Supreme Court, 1981

EDUCATION University of California Los AngelesSchool of Law, J.D. , 1972

University of California Los Angeles,B.S. , 1969, cum laude

Mitchell Silberberg & Knupp LLP © 2015

MITCHELL SILBERBERG & KNUPP LLP

THE REPRESENTATIONS AND INFORMATION CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM AND THE EXHIBITS THERETO ("THEOFFERING") OFFERED BY RINGORANG WORLDWIDE LLC ("RINGORANG") WERE OBTAINED EXCLUSIVELY FROM RINGORANG, ITS MANAGER, THEIRRESPECTIVE PRINCIPALS AND AUTHORIZED REPRESENTATIVES THEREOF. THE LAW FIRM OF MITCHELL SILBERBERG & KNUPP LLP HAS RELIED ONTHE REPRESENTATIONS OF RINGORANG, SAID INDIVIDUALS AND THEIR REPRESENTATIVES IN COMPILING THE OFFERING AND ASSUMES NOLIABILITY FOR THE VERACITY OR ACCURACY OF ANY OF THE REPRESENTATIONS CONTAINED THEREIN.

companies and on public and private offerings of subordinated capital debentures and senior subordinated notestotaling almost $1.0 billion. He is an active speaker on structured finance and asset securitization topics to bothbusiness and legal audiences.Earlier in his legal career Mr. Katz also devoted significant portion of his time to business litigation matters. Hisaccomplishments as a litigation attorney included principal responsibility for the successful appeal to the United StatesSupreme Court in Fidelity Federal Savings and Loan Association v. de la Cuesta, 458 U.S. 141 (1982), and other state andfederal appellate decisions involving business and commercial matters. By reason of his litigation practice history, Mr.Katz is well positioned to assist business clients involved in adversarial matters in dealing with litigation counsel andissues in dispute.

Professional Recognition

“Best Lawyers in America, Corporate Law,” Best Lawyers (2009-2011)"Top 5% of lawyers in Southern California," Southern California Super Lawyers (2004-2006)AV® Preeminent™ Rating, Martindale-Hubbell

Publications and Presentations

The Corporate Veil Can Easily Slip, Even After a Judgment, MS&K Corporate AlertBy Andrew E. Katz and Daria K. Boxer (January 2014) New Rules Impact Securities Offering Transactions, MS&K Corporate AlertBy Andrew E. Katz (July 2013) The SEC Proposes Rules To Allow General Solicitation And Advertising In Private Offerings Under Rule 506 OfRegulation D, MS&K Corporate Alert (September 6, 2012) Speaker, Annual EB-5 Regional Center Conference (May 2012) Speaker, EB-5 Workshop, American Immigration Lawyers Association, S. CA Chapter (April 2011) TALF Offers Potential Investment Opportunities to Qualified Borrowers, MS&K Corporate / Business Transactions Alert(March 2009) Trading One Crisis For Another: How Certain Proposed "Reforms" Could Turn the Subprime Crisis into aConstitutional One, Navigating the Subprime Lending Industry: Leading Lawyers on Understanding the Subprime Collapse, theCauses of the Current Lending Climate, and the Industry's Pending Future (May 2008) Speaker, The Serious Business of Casual Games: Rethinking the business models for game development and gameexploitation , Casual Connect Seattle (July 2007) Author, How Video Game Companies can Maximize the Value of IP Assets in Financing Transactions, Game DeveloperMagazine (March 2007) Speaker, Video Game Finance: Leveraging Value of IP Assets, Game Developer’s Conference (March 2007) Speaker, Financing Alternatives for Game Companies, LA Games Conference (November 2006) Speaker, Securitization in M&A Transactions, ABS East Asset Securitization Summit (2006) Intellectual Property & Technology Newsletter - August 2002, Intellectual Property & Technology Newsletter (August 2002) Speaker, Due Diligence in Asset-Backed Securities Transactions, Conducting Due Diligence, Practicing Law Institute(1999-2002) Co-author, Revised Article 9 of the Uniform Commercial Code, MS&K Corporate & Business Transactions Alert(December 2001) Speaker, Selected Legal Issues in Financing Growth, Securing New Ground Conference (November 1999)



http://www.msk.com/attorneys/Andrew_Katz

http://www.msk.com/attorneys/Daria_Boxer


http://msk2.inherent.com/images/cms/file/Casual Connect Seattle_PVM and AEK_2007.pdf

http://msk2.inherent.com/images/cms/file/Casual Connect Seattle_PVM and AEK_2007.pdf

Speaker, Selected Legal Issues in Financing Growth, Securing New Ground Conference (November 1999) Author, Due Diligence in Asset-Backed Securities Transactions, The Review of Securities and Commodities Regulation, Vol.32, No. 18, page 202 (October 1999) Speaker, Bring New Asset Types to Market: Issues Encountered by First Time Issuers, ABS West Asset SecuritizationSummit (1999) Speaker, Securitization Options for Small and Middle Market Companies, ABS East Asset Securitization Summit(1999) Speaker, Alarm Contract Securitization, Securing New Ground Conference (November 1998) Co-Author, Is Asset Securitization a Good Source of Expansion Funds?, 26 Security Distributing & Marketing 60(November 1996) Author, Asset Securitization Can Be a Significant Source of Working Capital, 7 The Investment Reporter 13 (November1996)

Professional, Business, and Civic Affiliations

American Bar AssociationGovernor and Philanthropy Committee, UCLA FoundationExecutive Committee Member, UCLA FundUCLA Chancellor's Associates



THE REPRESENTATIONS AND INFORMATION CONTAINEDIN THE PRIVATE PLACEMENT MEMORANDUM AND THEEXHIBITS THERETO ("THE OFFERING") OFFERED BYRINGORANG WORLDWIDE LLC ("RINGORANG") WEREOBTAINED EXCLUSIVELY FROM RINGORANG, ITSMANAGER, THEIR RESPECTIVE PRINCIPALS ANDAUTHORIZED REPRESENTATIVES THEREOF. THE LAWFIRM OF MITCHELL SILBERBERG & KNUPP LLP HASRELIED ON THE REPRESENTATIONS OF RINGORANG,SAID INDIVIDUALS AND THEIR REPRESENTATIVES INCOMPILING THE OFFERING AND ASSUMES NO LIABILITYFOR THE VERACITY OR ACCURACY OF ANY OF THEREPRESENTATIONS CONTAINED THEREIN.

ANTHONY A. ADLERPartner

Practice Area

Corporate & Business TransactionsFashion Industry

Legal Expertise

Mergers and acquisitions, public and private placements, corporatereorganizations, commercial lending/lenders, commercial lending/borrowers,product distribution, franchising, shareholder disputes, commercial law, generalrepresentation of corporations and other business organizations.

Industry Focus

Homeland security industry, manufacturers of high technology products,producers and manufacturers of food products, hotel chains, motion picture andtelevision, financial institutions and financial advisers, fashion, retail chains andrestaurants.


Represented Bank of America, N. A., City National Bank, The PrivateBankand Trust Company, and other domestic and foreign lenders primarily inconnection with project and revolving credit facilities to the electronicsecurity and life safety industry, and the entertainment industry, amongothers.Represented major producer and distributor of internet entertainmentcontent in connection with numerous acquisitions of entertainment contentand websites.Represented prominent investment advisory firm in connection with the acquisition of participations incommissioned revenue streams of ICM, one of the world's largest international talent and literary agencies.Represented equity funds in connection with film slate financing.Represented HSM Electronic Protection Services, Inc., one of the largest electronic security alarm companies, in itsacquisition by the Stanley Works.Represented purchaser in its acquisition of SecurityLink, one of the nation’s largest electronic security and life safetycompanies. Represented Protection One, Inc., another of the nation’s largest security alarm companies, in numerous acquisitiontransactions. Represented owner of Cypress Grove Chevre, Inc., a leading U.S. manufacturer of premium-quality goat’s and sheep’smilk cheese, in connection with the sale of that company.Represented HACO Limited, a Swiss food manufacturer and distributor, in connection with its purchase of GFF Inc.,a manufacturer of “Girard’s” brand of salad dressings and other food products.

LOS ANGELES



USDC, Central District of California,1990

EDUCATION University of Southern California LawCenter, J.D., 1979, Order of the Coif

Harvard Graduate Business School,M.B.A., 1974

Claremont McKenna College, B.A.,1972, magna cum laude



THE REPRESENTATIONS AND INFORMATION CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM AND THE EXHIBITS THERETO ("THE OFFERING")OFFERED BY RINGORANG WORLDWIDE LLC ("RINGORANG") WERE OBTAINED EXCLUSIVELY FROM RINGORANG, ITS MANAGER, THEIR RESPECTIVEPRINCIPALS AND AUTHORIZED REPRESENTATIVES THEREOF. THE LAW FIRM OF MITCHELL SILBERBERG & KNUPP LLP HAS RELIED ON THEREPRESENTATIONS OF RINGORANG, SAID INDIVIDUALS AND THEIR REPRESENTATIVES IN COMPILING THE OFFERING AND ASSUMES NO LIABILITYFOR THE VERACITY OR ACCURACY OF ANY OF THE REPRESENTATIONS CONTAINED THEREIN.

Represented a principal owner of the Fruit Patch Companies, one of the nation’s largest stone fruit packing houses, inconnection with the sale of those companies to American Capital. Represented REITs in connection with hotel acquisitions.Represented leading apparel manufacturers and retailer in various corporate transactions.Represented a majority shareholder in his purchase of a publicly traded nursing home chain.Represented a NYSE-listed real estate investment trust in nursing home transactions.Represented innumerable emerging growth businesses in connection with both public and private offerings of equityand debt securities, including securities offerings.


"Top 5% of lawyers in Southern California," Southern California Super Lawyers (2005, 2007-2010)AV® Preeminent™ Rating, Martindale-Hubbell


LLC Operating Agreements May Need Amending Under California’s New LLC Law, MS&K Corporate Alertby Anthony A. Adler and Siyuan An (December 2013) Recent Decision Eliminates Much of the Uncertainty in Perfecting Security Interests in Copyrights, MS&K IntellectualProperty & Technology Newsletter (October 2002) Co-author, Revised Article 9 of the Uniform Commercial Code, MS&K Corporate & Business Transactions Alert(December 2001)


Los Angeles County Bar AssociationAmerican Bar Association

Other Career Experience

An owner/manager of acclaimed Los Angeles restaurant, Ma Maison



THE REPRESENTATIONS AND INFORMATIONCONTAINED IN THE PRIVATE PLACEMENTMEMORANDUM AND THE EXHIBITS THERETO ("THEOFFERING") OFFERED BY RINGORANG WORLDWIDELLC ("RINGORANG") WERE OBTAINED EXCLUSIVELYFROM RINGORANG, ITS MANAGER, THEIRRESPECTIVE PRINCIPALS AND AUTHORIZEDREPRESENTATIVES THEREOF. THE LAW FIRM OFMITCHELL SILBERBERG & KNUPP LLP HAS RELIEDON THE REPRESENTATIONS OF RINGORANG, SAIDINDIVIDUALS AND THEIR REPRESENTATIVES INCOMPILING THE OFFERING AND ASSUMES NOLIABILITY FOR THE VERACITY OR ACCURACY OFANY OF THE REPRESENTATIONS CONTAINEDTHEREIN.

http://www.msk.com/attorneys/Anthony_Adler

JAN POWERSOf Counsel

Practice Area

Corporate & Business Transactions

Legal Expertise

Corporate transactional and securities law; mergers and acquisitions; complextransactions; emerging growth businesses; IPOs; public and private debt andequity financing; business exit strategies.

Industry Focus

Manufacturing, advanced technology, telecommunications, entertainment,investment banking, and various service industries


Representation of numerous emerging growth businesses, through IPO andsecondary offerings and acquisitions.Representation of numerous NYSE and Fortune 100 corporations in debtand equity offerings.Expertise in public disclosure issues, corporate governance and executivecompensation issues.Hands-on experience in representing businesses, including advice to boardsof directors and treasury, human resources (compensation), corporatesecretarial, financial reporting and public relations functions.


TRW Chief Financial Officer's Award (1996)TRW Chairman's Award for Innovation (1991)AV® Preeminent™ Rating, Martindale-Hubbell


American Bar Association, Committee on State Regulation of Securities, Subcommittee on Developments in StateSecurities RegulationLos Angeles County Bar Association


Senior Counsel, Securities & Finance, TRW Inc., 1989-1996

LOS ANGELES



Ohio, 1991

EDUCATION University of Southern California LawCenter, J.D. , 1979, Order of the Coif

Stanford University, B.A. , 1976, withHonors in Economics



THE REPRESENTATIONS AND INFORMATION CONTAINEDIN THE PRIVATE PLACEMENT MEMORANDUM AND THE EXHIBITS THERETO ("THE OFFERING")OFFERED BY RINGORANG WORLDWIDE LLC ("RINGORANG") WERE OBTAINED EXCLUSIVELY FROM RINGORANG, ITS MANAGER, THEIR RESPECTIVEPRINCIPALS AND AUTHORIZED REPRESENTATIVES THEREOF. THE LAW FIRM OF MITCHELL SILBERBERG & KNUPP LLP HAS RELIED ON THEREPRESENTATIONS OF RINGORANG, SAID INDIVIDUALS AND THEIR REPRESENTATIVES IN COMPILING THE OFFERING AND ASSUMES NO LIABILITY FORTHE VERACITY OR ACCURACY OF ANY OF THE REPRESENTATIONS CONTAINED THEREIN.

Formely with

DARIA K. BOXERAssociate

Practice Area

Corporate & Business TransactionsCybersecurity and Privacy ProtectionFashion Industry

Legal Expertise

Corporate transactions and securities law, with a focus on the law of businessorganizations, commercial lending and corporate finance, including securitizationtransactions, private placements and public offerings; consumer contracts,licensing and regulatory issues. Business and contractual dispute resolution.General corporate representation of start-up and middle market companies.


Represented a major California-based bank in a series of securitizationtransactions involving private and public offerings of over $700 million innotes and private placements of over $450 million of trust certificates backedby the bank’s auto loans to qualified institutional buyers.Assisted in structuring and implementing a number of EB-5 Regional Centerinvestment projects seeking to raise over $800 million in total through theImmigrant Investor Pilot Program; drafted related private placementmemoranda, subscription agreements and offering documents, as well as loanand security documents.Represented a majority shareholder of two Los Angeles-based restaurants in ashareholder dispute and a series of stock buy-out acquisition transactions. Provided continuous representation and advice to restaurant industry clientswith respect to regulatory and corporate issues.Represented two talent agencies in an acquisition by a Los Angeles-basedartist management company; participated in drafting and negotiating relatedtransactional documents.Successfully represented an American copyright holder in negotiating and enforcing royalty and licensing agreementswith a Russian publisher.Represented a bidder for an LAX contract in successfully opposing a protest filed by a contesting bidder with the LosAngeles Board of Airport Commissioners.Represented the official sponsor of PGA Tour Kapalua golf tournament in structuring and negotiating the assignmentof sponsorship rights to Hyundai Motor America.Represented a major blood bank in negotiating a long term software licensing agreement with Haemonetics BloodManagement Company.Represented a full-service Hollywood marketing agency in going public through a reverse merger with a public shellcompany; drafted and negotiated related merger agreement and ancillary documents, including registration rights,

LOS ANGELES


COURT ADMISSIONS California

EDUCATION Southwestern Law School, J.D., 2008,summa cum laude

San Diego State University, B.A.,Economics, 2005, summa cum laude

LANGUAGESRussian

German

French



THE REPRESENTATIONS AND INFORMATION CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM AND THE EXHIBITS THERETO ("THE OFFERING") OFFERED BYRINGORANG WORLDWIDE LLC ("RINGORANG") WERE OBTAINED EXCLUSIVELY FROM RINGORANG, ITS MANAGER, THEIR RESPECTIVE PRINCIPALS AND AUTHORIZEDREPRESENTATIVES THEREOF. THE LAW FIRM OF MITCHELL SILBERBERG & KNUPP LLP HAS RELIED ON THE REPRESENTATIONS OF RINGORANG, SAID INDIVIDUALS AND THEIRREPRESENTATIVES IN COMPILING THE OFFERING AND ASSUMES NO LIABILITY FOR THE VERACITY OR ACCURACY OF ANY OF THE REPRESENTATIONS CONTAINED THEREIN.

shareholder, employment and security agreements; assisted in the preparation and filing with the SEC subsequentSuper-8K and 10Q reports.Served as co-counsel to a major American bank in connection with a $100 million secured revolving credit facility andterm loan for a borrower in the security alarm industry. Represented an automobile finance company in connection with the private placement of up to $10.0 million insubordinated debt notes.Represented a global Hong Kong-based creditor in structuring and closing a deferral of enforcement of rightsagreement that allowed the client to gain major concessions in exchange for deferral of a patent foreclosure action;drafted and negotiated related licensing agreements and amendments of corporate documents.Served as co-counsel to a major American bank in connection with an $18 million credit facility with a conglomerateof alarm companies.Drafted loan documents and participated in the closing of a $15 million revolving credit facility with a leadingrestaurant surveillance services provider.Represented an established security alarm company in the negotiation and closing of a stock purchase agreement.Advised a non-profit corporation in connection with a board of directors dispute.Advised a startup home security company in connection with state and federal licensing and compliance matters.Participated in the closing of an innovative independent video game finance transaction.As Law Clerk to U.S. Bankruptcy Judge, managed a docket of over 1,000 cases, provided judicial recommendations,conducted research, prepared legal memoranda and opinions.As Certified Law Clerk at the Santa Barbara District Attorney’s Office, conducted preliminary hearings, includingdirect and cross examinations; participated in plea negotiations and settlement conferences; translated evidence fromRussian and German.


President Obama Issues Executive Order Promoting Private Sector Cybersecurity Information Sharing, MS&KCorporate AlertBy Susan Kohn Ross and Daria K. Boxer (February 2015) Speaker, “LLC State Law: Comparative and Draft Arounds,” ABA Business Law Section Spring Meeting (April 2014) Speaker, Fair Credit Reporting Act and Its Effect on Security Industry, California Alarm Association Convention,Palm Springs, CA (May 2013) The Corporate Veil Can Easily Slip, Even After a Judgment, MS&K Corporate AlertBy Andrew E. Katz and Daria K. Boxer (January 2014) The SEC Proposes Rules To Allow General Solicitation And Advertising In Private Offerings Under Rule 506 OfRegulation D, MS&K Corporate Alert (September 6, 2012) Contributor, “Annual Survey of Judicial Developments Pertaining to Mergers and Acquisitions”, by the Annual SurveyWorking Group of the M&A Jurisprudence Subcommittee, Mergers and Acquisitions Committee, ABA Section ofBusiness Law, The Business Lawy (February 2012) Speaker, Legal Aspects: Choice of Entity and Contracts, PACE Business Development Center (February 2012) Final Rules Implementing the Dodd-Frank Act Changes to Adverse Action and Risk-Based Pricing Notices Now ifEffect (February 2012) Speaker, Career Management and Business Development for the Diverse Lawyer, 2011 ABA Annual Meeting (August2011) Proposed Rules Implementing Dodd-Frank Act Changes to Adverse Action and Risk-Based Pricing Notices TakesEffect July 21, 2011 (May 2011)



http://www.msk.com/attorneys/SusanKohn_Ross




Pledging Electronic Contracts As Collateral: Out Of "Control"?, Mondaq (March 2011) Speaker, Anatomy of Business Law: ABCs of an IPO, American Bar Association Annual Meeting, San Francisco, CA(August 2010) A Telephone Call Can Lead You to a Sale...or to Trouble!, CSAA Dispatch (Winter 2010) Moderator, "Are Your Clients Caught in a Bankruptcy Case?", Beverly Hills Bar Association (March 2010) Speaker, Women in the Law: Past, Present and Future, American Bar Association Business Law Section (August 2009) Author, Navigating the ABA Business Law Section Spring Meeting: Lessons from Vancouver, Business Law SectioneNewsletter. Young Lawyer Forum (July 2009) Author, Miranda with Precision: Why the Current Circuit Split Should Be Solved In Favor Of A UniformRequirement of an Explicit Miranda Warning of the Right to Have Counsel Present During Interrogation, 37 Sw. U. L.Rev. 425 (2008)


American Bar Association, Business Law Section; Diversity Chair of the Young Lawyer Committee, ABA Business LawSection; Chair of Young Lawyer Involvement of the Diversity Committee, ABA Business Law Section American Bar Association, International Law SectionYoung America’s Foundation, Santa Barbara, California/Washington D.C.


Law Clerk to the Honorable Samuel L. Bufford, United States Bankruptcy Court, Central District of CaliforniaCertified Law Clerk at the Santa Barbara District Attorney’s OfficeJudicial Extern to the Honorable Harry Pregerson, United States Court of Appeals for the Ninth Circuit; and theHonorable George P. Schiavelli, United States District Court, Central District of California



THE REPRESENTATIONS AND INFORMATIONCONTAINED IN THE PRIVATE PLACEMENTMEMORANDUM AND THE EXHIBITS THERETO("THE OFFERING") OFFERED BY RINGORANGWORLDWIDE LLC ("RINGORANG") WEREOBTAINED EXCLUSIVELY FROM RINGORANG, ITSMANAGER, THEIR RESPECTIVE PRINCIPALS ANDAUTHORIZED REPRESENTATIVES THEREOF. THELAW FIRM OF MITCHELL SILBERBERG & KNUPPLLP HAS RELIED ON THE REPRESENTATIONS OFRINGORANG, SAID INDIVIDUALS AND THEIRREPRESENTATIVES IN COMPILING THE OFFERINGAND ASSUMES NO LIABILITY FOR THE VERACITYOR ACCURACY OF ANY OF THEREPRESENTATIONS CONTAINED THEREIN.

5/19/2015 Siyuan An Attorneys Mitchell Silberberg & Knupp LLP ~ Full service entertainment law firm

http://www.msk.com/attorneys/Siyuan_An 1/2

Siyuan An

Legal Expertise

Corporate transactions, including the law of business organizations, corporate finance, private placements;contracts, licensing and regulatory issues; general corporate representation.


Assisted in structuring and implementing a number of EB5 Regional Center investment projects throughthe Immigrant Investor Pilot Program; drafted related private placement memoranda, subscriptionagreements and offering documents, as well as loan and security documents.Assisted in a complex $65 million real estate transaction that involved multiple entities, including thenegotiation and drafting of the relevant formation documents.Assisted in mergers and acquisitions of U.S. companies, including acquisitions by foreign buyers.Assisted in drafting a production agreement which included licensing and copyright issues; Formedseveral corporations, LLCs, and partnerships in and outside California with a focus on Chinese companiesestablishing operations in the United States, and drafted corporate minutes.Drafted several international distribution agreements.Ensured regulatory compliance at the federal, state and local levels for businesses in the restaurant, cardealership, and importation sectors.Assisted in drafting letters and preparing forms for L1 applications.Clerked for Judge Carmel Agius at the International Criminal Tribunal for the Former Yugoslavia.

Associate Los Angeles

Phone: (310) 3123279

Practice Area

Corporate & Business Transactions

Education

University of Southern California Gould School of Law, J.D., 2012University of Southern California Gould School of Law, LL.M., 2010Peking University School of Law, J.M., 2009

THE REPRESENTATIONS AND INFORMATIONCONTAINED IN THE PRIVATE PLACEMENTMEMORANDUM AND THE EXHIBITS THERETO("THE OFFERING") OFFERED BY RINGORANGWORLDWIDE LLC ("RINGORANG") WEREOBTAINED EXCLUSIVELY FROM RINGORANG, ITSMANAGER, THEIR RESPECTIVE PRINCIPALS ANDAUTHORIZED REPRESENTATIVES THEREOF. THELAW FIRM OF MITCHELL SILBERBERG & KNUPPLLP HAS RELIED ON THE REPRESENTATIONS OFRINGORANG, SAID INDIVIDUALS AND THEIRREPRESENTATIVES IN COMPILING THE OFFERINGAND ASSUMES NO LIABILITY FOR THE VERACITYO R A C C U R A C Y O F A N Y O F T H EREPRESENTATIONS CONTAINED THEREIN.

THE REPRESENTATIONS AND INFORMATION CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM AND THEEXHIBITS THERETO ("THE OFFERING") OFFERED BY RINGORANG WORLDWIDE LLC ("RINGORANG") WERE OBTAINEDEXCLUSIVELY FROM RINGORANG, ITS MANAGER, THEIR RESPECTIVE PRINCIPALS AND AUTHORIZEDREPRESENTATIVES THEREOF. THE LAW FIRM OF MITCHELL SILBERBERG & KNUPP LLP HAS RELIED ON THEREPRESENTATIONS OF RINGORANG, SAID INDIVIDUALS AND THEIR REPRESENTATIVES IN COMPILING THE OFFERINGAND ASSUMES NO LIABILITY FOR THE VERACITY OR ACCURACY OF ANY OF THE REPRESENTATIONS CONTAINEDTHEREIN.

http://www.msk.com/practiceareas/practicearea.cfm?id=174

http://www.msk.com/

http://www.msk.com/contact/offices.cfm?id=9

5/19/2015 Siyuan An Attorneys Mitchell Silberberg & Knupp LLP ~ Full service entertainment law firm

http://www.msk.com/attorneys/Siyuan_An 2/2

GPA: 3.82Peking University School of Foreign Languages, B.A., 2006

Court Admissions

California, 2013


Coauthor, “China’s Indigenous Innovation Policy in the Context of Its WTO Obligations andCommitments”, Georgetown Journal of International Law, Vol. 42 (Winter 2011)

Languages

English & Chinese

MITCHELL SILBERBERG & KNUPP LLP © 2015

http://www.msk.com/news/pub.cfm?id=2204&type=Alert

ALLAN E. BIBLINOf Counsel

Practice Area

Charitable SectorTaxTrusts & Estates

Legal Expertise

Business and real estate taxation, business planning, charitable giving, andindividual and family tax planning.

Industry Focus

Businesses ranging in size from large publicly traded corporations to individualentrepreneurs; entertainment industry including actors, producers, directors,recording artists, songwriters, record companies, motion picture companies, andtheir advisors


Advised numerous clients concerning the most desirable tax structure fornew business ventures and alternatives for restructuring existing ventures.Heavy emphasis in partnership and corporate formation and dissolution,spin-offs, mergers, and other tax-free reorganizations.Estate planning, charitable giving, and tax aspects of marital dissolutions.Substantial experience with tax problems relating to the entertainment industry.


"Top 5% of lawyers in Southern California," Southern California Super Lawyers (2004-2014)AV® Preeminent™ Rating, Martindale-Hubbell


Lecturer on various tax topics before bar associations and other groupsAuthor of law review articles published in the USC Tax Institute and the Journal of TaxationNon-Cash Gifts: Adjustments to Deductible Value, MS&K Tax Legal Update (April 2007) New Ruling on REIT’s in CRT’s, MS&K Charitable Sector Legal Update (March 2007) Recent Developments in Estate Planning, MS&K Trusts and Estates Alert (February 2004) The Atkinson Case: No Good Deed Goes Unpunished, MS&K Charitable Sector Alert (August 2001)


LOS ANGELES



EDUCATION University of Chicago Law School, J.D.,1962, Order of the Coif

University of Illinois, B.S., 1957, PhiBeta Kappa



THE REPRESENTATIONS AND INFORMATION CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM AND THE EXHIBITS THERETO ("THE OFFERING") OFFERED BYRINGORANG WORLDWIDE LLC ("RINGORANG") WERE OBTAINED EXCLUSIVELY FROM RINGORANG, ITS MANAGER, THEIR RESPECTIVE PRINCIPALS AND AUTHORIZEDREPRESENTATIVES THEREOF. THE LAW FIRM OF MITCHELL SILBERBERG & KNUPP LLP HAS RELIED ON THE REPRESENTATIONS OF RINGORANG, SAID INDIVIDUALS ANDTHEIR REPRESENTATIVES IN COMPILING THE OFFERING AND ASSUMES NO LIABILITY FOR THE VERACITY OR ACCURACY OF ANY OF THE REPRESENTATIONS CONTAINEDTHEREIN.

Editor, Handbook for Charitable Giving, published by the Jewish Community Foundation of the Jewish FederationCouncil of Greater Los Angeles


Lecturer, USC Tax Institute (1966, 1969, 1978, 2001)Adjunct professor of law at the University of San Diego Law School (1980, 1981)



THE REPRESENTATIONS AND INFORMATIONC O N T A I N E D I N T H E P R I V A T E P L A C E M E N TMEMORANDUM AND THE EXHIBITS THERETO ("THEOFFERING") OFFERED BY RINGORANG WORLDWIDELLC ("RINGORANG") WERE OBTAINED EXCLUSIVELYF R O M R I N G O R A N G , I T S M A N A G E R , T H E I RRESPECTIVE PRINCIPALS AND AUTHORIZEDREPRESENTATIVES THEREOF. THE LAW FIRM OFMITCHELL SILBERBERG & KNUPP LLP HAS RELIED ONTHE REPRESENTATIONS OF RINGORANG, SAIDINDIVIDUALS AND THEIR REPRESENTATIVES INCOMPILING THE OFFERING AND ASSUMES NOLIABILITY FOR THE VERACITY OR ACCURACY OFANY OF THE REPRESENTATIONS CONTAINEDTHEREIN.

ROBIN C. GILDENPartner

Practice Area

Corporate & Business TransactionsEntertainment & New MediaFashion IndustryTax

Legal Expertise

Tax and wealth planning, international tax, employee benefits and executivecompensation, business transactions tax, tax controversies, corporate matters andhealthcare.

Industry Focus

Entertainment & New Media


Advised client, and drafted several of the settlement documents, inconnection with the structure for the settlement of a lawsuit involving morethan $250 million of commercial real estate property.Advised the cast of a long-running television series regarding the restructureof their talent agreements in a manner that would be compliant with Section409A of the Internal Revenue Code of 1986, as amended.Advised client regarding the structure of the sale of assets of an insurancebrokerage business in connection with the settlement of a judgment ofdivorce.Provided tax and corporate advice in connection with the sale of stock of a specialty medical supply distributer andsubsequent rollup into a private equity fund with a value of more than $100 million.


"Top 5% of lawyers in Southern California," Southern California Super Lawyers (2006, 2013, 2015)


Getting a Green Card Subjects Noncitizens to U.S. Foreign Bank Account Reporting Requirements, MS&K Tax AlertBy Robin C. Gilden (January 2014) Entertainment Industry Payroll Companies Must Pay Up To FICA “Cap” On Behalf Of Each Producer For WhomAn Individual Performs Services, MS&K Labor & Employment AlertBy Robin C. Gilden (October 2013) Author, Expect the Unexpected: How Section 409A Has Changed the Way Business Is Done in Hollywood, BNA Tax

LOS ANGELES


COURT ADMISSIONS California

USDC, Central District of CA

U.S. Tax Court

EDUCATION New York University School of Law,J.D.

New York University, B.A., magna cumlaude, Phi Betta Kappa



THE REPRESENTATIONS AND INFORMATION CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM AND THE EXHIBITS THERETO ("THE OFFERING") OFFERED BYRINGORANG WORLDWIDE LLC ("RINGORANG") WERE OBTAINED EXCLUSIVELY FROM RINGORANG, ITS MANAGER, THEIR RESPECTIVE PRINCIPALS AND AUTHORIZEDREPRESENTATIVES THEREOF. THE LAW FIRM OF MITCHELL SILBERBERG & KNUPP LLP HAS RELIED ON THE REPRESENTATIONS OF RINGORANG, SAID INDIVIDUALS ANDTHEIR REPRESENTATIVES IN COMPILING THE OFFERING AND ASSUMES NO LIABILITY FOR THE VERACITY OR ACCURACY OF ANY OF THE REPRESENTATIONS CONTAINEDTHEREIN.

http://www.msk.com/attorneys/Robin_Gilden

http://www.msk.com/attorneys/Robin_Gilden

Management Memorandum (March 2012) Speaker, Stock Options and Other Forms of Executive Compensation, California Society of CPAs (November 2011) Speaker, Expect the Unexpected: How Section 409A Has Changed the Way Business Is Done in Hollywood, BNA TaxManagement Advisory Board Meeting (November 2011) Speaker, Navigating Deferred Compensation in a Post-409A/Enron Environment, Los Angeles Estate PlanningCouncil (September 2011) Speaker, Nuts and Bolts of Partnership Taxation, Beverly Hills Bar Association (June 2011) Author, The Taxation of Deferred Compensation in Standard Service Agreements, Los Angeles Lawyer (June 2010) Author, The Future of UNICAP Compliance, Transmission (October/November 2009) Speaker, Deferred Compensation of IRC Section 409A and How It Impacts the Entertainment Industry, Ziffren,Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffleman, Cook LLP (September 2009) Co-Author, Use of Limited Liability Companies in Merger and Acquisition Transactions, USC Tax Planning Institute(2008) Co-Author, Deductibility of Medical Expenses, Premiums Depends on Entity Type, Los Angeles Daily Journal (August2003)


Beverly Hills Bar AssociationLos Angeles County Bar AssociationAmerican Bar Association



THE REPRESENTATIONS AND INFORMATIONCONTAINED IN THE PRIVATE PLACEMENTMEMORANDUM AND THE EXHIBITS THERETO("THE OFFERING") OFFERED BY RINGORANGWORLDWIDE LLC ("RINGORANG") WEREOBTAINED EXCLUSIVELY FROM RINGORANG, ITSMANAGER, THEIR RESPECTIVE PRINCIPALS ANDAUTHORIZED REPRESENTATIVES THEREOF. THELAW FIRM OF MITCHELL SILBERBERG & KNUPPLLP HAS RELIED ON THE REPRESENTATIONS OFRINGORANG, SAID INDIVIDUALS AND THEIRREPRESENTATIVES IN COMPILING THE OFFERINGAND ASSUMES NO LIABILITY FOR THE VERACITYO R A C C U R A C Y O F A N Y O F T H EREPRESENTATIONS CONTAINED THEREIN.

Terri E. Cohn____________________________

Ms. Cohn has over 30 years experience in business and corporate law, as well as considerable

experience in acting as general counsel to businesses small and large. She has twice chaired the

business law section of the Beverly Hills Bar Association, for which she received the association's

prestigious Executive Director’s award, and has regularly lectured in the areas of corporate structure,

authority, maintenance and governance. She has published in this area, as well as on such topics as

comparative business entities and transactional drafting considerations. Ms. Cohn is a former member

of the Board of Governors of the Beverly Hills Bar Association, as well as having been a member of the

Board of Governors of the Los Angeles County Barristers, and the Resolutions Committee of the State

Bar of California. Ms Cohn has been individually AV® rated - the highest rating achievable from the

Martindale-Hubbell Peer Review Ratings system for both ethical standards (V = Very High) and legal

ability (A =“Very High to Preeminent”). Having been invited into the listings of Who's Who in American

Law and the International Who's Who of Professionals, Ms. Cohn has represented individuals and

business across the country and around the world including F-H-S Legacy Corporation (parent to

Vergence Ent., LLC, the Managing Member of Ringorang Worldwide LLC) as V.P. Legal Affairs.

Documents

ANDREW E. KATZ · Mr. Katz has led innovative financing transactions for video game companies, applying structured finance techniques to enhance the borrowing power of such companies