DONALD T. LOCKE, JD/MBA

(M) 919-***-**** ac9guh@r.postjobfree.com

QUALIFICATIONS SUMMARY

Senior legal, finance, and mergers and acquisitions executive with 31 years of experience focused on capital raising activities, mergers and acquisitions, compliance, reporting and administration for publicly-traded and privately-held companies; conducted over fifty (50) public offerings and numerous private placement financings with venture capital; handled Securities and Exchange Commission reporting, compliance with Sarbanes-Oxley, FINRA and other issues for publicly-traded companies; performed and closed mergers and acquisitions; managed listing and compliance with all major exchanges (NYSE, NASDAQ and NYSE American); advised Board of Directors and Executive Management on financing, acquisitions, dispositions, corporate governance, intellectual property, litigation, and investor relations issues.

EXPERTISE

Public Company Reporting

Listing on NYSE, NASDAQ and NYSE American exchanges and compliance

Risk Management / Corporate Insurance Function, including D&O and E&O coverages

IPO and Public Offerings

Corporate Governance/Policies and Ethics Compliance

Commercial and Revenue Producing Contracts

Private Placement Stock/Debt Offerings

Manage IP Counsel, Patents and Licensing

Corporate Structuring

Mergers & Acquisitions / Due Diligence

Investment Banking Firm Contact for Transactions

Debt Refinancing Strategy

SEC Federal Securities Regulation and Compliance

Investor Relations Contact and Duties

Executive Compensation

SOX and FINRA Compliance

External Auditor Interface

Team Development

Advisor to Boards of Directors and Executive Management

International Transactions

Corporate Secretarial Function for Public and Private Companies

PROFESSIONAL EXPERIENCE

GENERAL COUNSEL, CHIEF ADMINISTRATIVE OFFICER AND PRINCIPAL - EMCAP SOLUTIONS, INC., Raleigh, North Carolina. May 2008 – Present. Co-developed a senior secured note mechanism with principal protection secured by life insurance settlements and exchange traded futures. The funds raised by these senior secured notes were to be used by client companies for acquisitions and/or facilities construction ($100 million and more). Developed an entity to convert swine waste and other wastes into electricity and biogas. Negotiated a transaction in which the gas and electricity produced would be purchased by Duke Energy Progress, LLC.

Duties and Accomplishments:

Raised $15 million for investment into EmCap Solutions and predecessor entities.

Prepared all offering materials and contracts for clients; the offerings for the senior secured notes were Reg S / 144A offerings and the disclosure documents were prepared in SEC public company format.

Managed European counsel to set up a fund for the senior secured note mechanisms in Ireland.

Worked with Central Bank of Ireland, Caceis and Ballybunion (large European asset management companies) and other entities to set up the underlying fund in Ireland.

Managed broker-dealers selling the senior secured notes.

Managed negotiations with issuing entities.

Handled all administration activities for EmCap Solutions.

Saved EmCap Solutions over $1,000,000 annually by performing legal work in-house.

CORPORATE SECURITES, COMPLIANCE AND MERGERS AND ACQUISITIONS CONSULTANT FOR PUBLIC COMPANIES, Raleigh, North Carolina. May 2001 – May 2019. Corporate advisor and legal counsel for public and private companies focusing on capital raising, SEC reporting, mergers and acquisitions, and corporate compliance. Handle Securities and Exchange Commission reporting and compliance (10-Ks, 10-Qs, 8-Ks, public offering Registration Statements on Form S-1 and S-3, Proxy Statements, etc.). Advise public companies on corporate governance, SOX compliance, FINRA compliance, corporate policies, investor relations, executive compensation and trading exchange issues. Focus on technology-related industries, which include nanotechnology, blockchain, waste-to-energy and biotech.

OASYS MOBILE, INC., Raleigh, North Carolina. May 2001 – May 2008. Senior executive and legal officer for this publicly-traded company, which produced some of the top selling games and applications for wireless communication devices in the United States.

Executive Vice-President – Corporate Development and General Counsel, May 2006 – April 2008.

Chief Financial Officer, February 2004 – May 2006.

General Counsel, May 2001 – February 2004.

Duties and Accomplishments:

Supervised all investment banking activities; negotiated and drafted all private placements of equity and debt with investors (totaling approximately $65 million); drafted and worked with the SEC to have all related public offering registration statements on Form S-1 and S-3 declared effective.

Drafted and was responsible for all 1934 Act public reports (10-Ks, 10-Qs, 8-Ks, Proxy Statements, etc.) and other SEC filings.

Saved Oasys $1,000,000 - $1,250,000 annually in accounting, investment banking and legal fees by performing work in-house.

Supervised and managed all outside counsel.

Supervised and managed all in-house accounting staff and outside auditor Ernst & Young LLP in preparation of all periodic reporting under the 1934 Act and registration statements for public securities offerings under the 1933 Act with the SEC.

Handled all administration activities, including HR.

Supervised and managed outside Wall Street Investor Relations firm; performed all in-house investor relations activities.

Negotiated and drafted documents for all acquisitions; performed all due diligence for acquisitions.

Negotiated and drafted all revenue producing agreements; many with major companies such as SONY, Mattel, Take-Two, Electronic Arts, Disney and Playboy.

Used personal investment banking contacts to raise funds for Oasys Mobile.

Qualified as an Audit Committee Financial Expert.

Managed all intellectual property transactions and licensing.

Prepped and guided Oasys through Chapter 11 Reorganization in State of Delaware and transitioned Oasys from a publicly-traded to a privately-held company.

Advised Board of Directors on legal, finance, business, compliance, executive compensation and corporate governance issues.

Structured controls and procedures for SOX compliance.

Designed and implemented ethics and other corporate policies.

OF COUNSEL, KILPATRICK STOCKTON, LLP, Raleigh, North Carolina. September 1999 – March 2001. Practice focused on equity and debt financings for publicly-traded companies; mergers and acquisitions; all federal securities reporting and compliance under the rules and regulations of the SEC for publicly-traded companies; advised public companies on compliance with the rules and regulations of SOX and all major stock exchanges; and advised public company boards on finance, business, corporate governance and executive compensation issues. Advised and assisted public companies’ accounting staffs and outside auditors on 1933 Act (S-1s, S-3s, S-8s) and 1934 Act (10-Ks, 10-Qs, 8-Ks) filings and related SEC issues. Practice emphasized the representation of technology companies planning to go public or already public.

PRIOR LAW PRACTICE, Houston, Texas and Birmingham, Alabama; Associate with the Winstead Law Firm (Houston, TX); Principal Attorney with Houston Lighting and Power (Houston, TX) (now called Reliant); Of Counsel with Haskell, Slaughter & Young (Birmingham, AL):

Specialized in Securities Law, Mergers & Acquisitions and Corporate Law.

Involved in over twenty (20) public offerings representing issuers.

Represented various parties in numerous private placements with venture capital, Merger and Acquisition transactions, structured financings and corporate and financial restructurings.

Advised public company Boards of Directors on many business issues, corporate governance, compliance, and compensation issues.

EDUCATION AND TRAINING

UNIVERSITY OF SOUTH CAROLINA SCHOOL OF LAW. Juris Doctor Degree. Magna Cum Laude, Charles Coker Fellowship, Am Jur Award Winner.

UNIVERSITY OF SOUTH CAROLINA SCHOOL OF BUSINESS. Masters of Business Administration (Concentration in Finance). Summa Cum Laude, Graduated First in Class. MBA Outstanding Student Award, Liberty Corporation Fellowship, Beta Gamma Sigma, Omicron Delta Kappa.

FURMAN UNIVERSITY. Bachelor of Arts in Business and Political Science. Magna Cum Laude, Phi Beta Kappa, Rhodes Scholarship Finalist, Pi Gamma Mu, Furman Honor Scholarship, All-Southern Conference Track and Field.

PROFESSIONAL ASSOCIATIONS

Licensed Attorney in Texas; Licensed Attorney in South Carolina

Member, American Bar Association (Business Law Section).

Member, Texas Bar Association (Corporations Law Section).

Member, South Carolina Bar Association.

Member, American Corporate Counsel Association.

Member, American Society of Corporate Secretaries.

Outstanding Young Men of America.

National Association of Corporate Directors.

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