Sales Management

J. CABELL ACREE, III 281-***-****

**** **** **** *****, ***. 850, Houston, Texas 77027

***********@*****.***

SUMMARY

Seasoned, experienced corporate, transactional and commercial attorney: Six

(6) years as General Counsel of public and private companies (heavy

manufacturing, engineering and construction); Five (5) years as Subsidiary

General Counsel for a large public company and three (3) years as Assistant

General Counsel of its public predecessor (fertilizer, Ag and industrial

chemicals production); Eight (8) years, national law firm (commercial,

project finance, M&A, environmental). J.D., University of Virginia Law

School; LL.M. (Environmental Law), George Washington University Law School.

CONCENTRATIONS

Industrial Commodities Strategic Alliances, Joint Securities Reporting /

Contracts Ventures Offerings

M&A Negotiations and Regulatory Compliance Board / Management

Drafting Liaison

Surface and Marine Engineering / Environmental / Safety

Transportation Construction Projects Affairs

Cross-Border Transactions Complex Commercial Intellectual Property

Contracts Management

Costs and Expenses Reduction Litigation Management Energy Transactions

Procurement and Sales Pipeline Transactions

Complex Services Agreements Programs

PROFESSIONAL EXPERIENCE

2009 to Selman, Munson & Lerner, P.C., Houston, TX

Date A Houston / Austin-based law firm specializing in mergers,

acquisitions and divestitures, and corporate, securities and business

law and counseling.

of counsel: Provide legal services to businesses and individuals

concerning: (i) structuring, financing, negotiation and

documentation of a variety of corporate, financial and commercial

transactions, including purchases / sales of businesses (including

pipelines and alternative fuels producers), commercial lending

transactions, and significant heavy civil engineering and

construction projects, including alternative energy projects; (ii)

environmental liability allocation and mitigation; (iii) commercial

lending transactions; and (iv) securities matters.

2007 to Orion Marine Group, Inc. (ORN: NYSE), Houston, TX

2009 A $325 million heavy civil marine contractor, headquartered in

Houston, with offices in Tampa and Jacksonville, FL; Channelview,

Corpus Christi and Port Lavaca, TX; and New Orleans and Lake Charles,

LA, and with operations along the Gulf Coast, Atlantic Seaboard, West

Coast, and in the Caribbean.

Vice President, General Counsel, Chief Compliance Officer and

Corporate Secretary: Responsible to the Board of Directors,

Committees, and the CEO for corporate governance, securities

reporting, legal compliance, corporate, M&A, and commercial

transactions, maritime charter parties, government contracting,

general regulatory (including OSHA / Environmental), litigation and

other legal proceedings, and supervision of risk management and

investor relations directors and functions.

2002 to Exopack, LLC (formerly a division of International Paper),

Spartanburg, SC

2006 A $650 million paper and plastics flexible packaging company with 16

manufacturing plants located throughout the United States and in

Canada.

Senior Vice President, General Counsel & Corporate Secretary:

Responsible to the CEO and Board of Directors for corporate

governance and secretary duties for Exopack and affiliates, for all

legal matters, including logistics / transportation contracts (rail,

rail car leasing, truck and vessel), Antitrust counseling and

training, M&A and commercial transactions, legal compliance

management (environmental, safety, and FDA), patent prosecutions, and

technology licensing, transfers and development. Supervision of EH&S

Corporate Manger and compliance function and intellectual property

development and preservation functions.

1994 to Potash Corporation of Saskatchewan Inc. (POT: NYSE), Chicago, IL

2002 A $5 billion fertilizer and chemicals manufacturer traded on the

NYSE and Toronto Stock Exchange, PCS is the largest fertilizer and

related chemicals manufacturer in the Western Hemisphere, with

manufacturing plants and mines in Canada, the United States, South

America, Trinidad & Tobago, and Israel. PCS acquired Arcadian

Corporation, infra, 1997.

J. Cabell Acree, III 281-***-****

Page 2 ***********@*****.***

Senior Counsel/Subsidiary General Counsel: Responsible to parent

company COO and General Counsel for all subsidiary company commercial

transactions (including maritime charter parties and rail car

leasing), corporate governance, environmental compliance, SEC

reporting, finance, joint ventures, natural gas hedging, technology

purchasing and licensing, real property purchases, sales, leases,

equipment leasing, internal investigations/audits, litigation

monitoring, and supervision of subsidiary legal department.

Arcadian Corporation (ACA: NYSE), Memphis, TN (1994-1997).

Assistant General Counsel: Responsible to the General Counsel for

corporate legal support, including M&A, SEC reporting, project

finance, international and domestic engineering, construction and

procurement (EPC) projects, customer and vendor / supplier

contracting, pipeline transport contracts, long-term marine vessel

charter parties, joint ventures, and environmental and other

regulatory affairs.

1985 to Bracewell & Giuliani, L.L.P., Houston, TX

1993 A national law firm headquartered in Houston, Texas, with offices in

all major Texas metropolitan areas, as well as in New York, District

of Columbia, Northern Virginia, Dubai, London, and Kazakhstan.

Attorney at Law: Significant mergers and acquisitions, EPC, and

other commercial transactions for petrochemicals, chemicals,

fertilizer, and oil and gas companies and for private equity firms,

including manufacturing support structure for NGLs petrochemicals

complex (NGLs pipeline construction, feedstock, salt dome storage,

and NGLs purchase and sale contracts and arrangements); $1 billion in

petrochemical facility acquisitions and subsequent sale, including

negotiation of high value, long term industrial support services

contracts for split production complexes; $1 billion in nitrogen

fertilizer plant acquisitions and subsequent sale; high value

ethylene, butadiene, and ethylene glycol feedstock and sales

contracts; environmental regulatory and enforcement; and finance

(including asset-based lending and project finance).

SELECTED ACCOMPLISHMENTS

Corporate and commercial transactions, finance and securities

Led initial public offering (IPO) / registration: Managed all legal aspects

of (i) first time registration of Orion's securities with SEC and listing

on NASDAQ Global Market and subsequent transfer to NYSE; (ii) periodic

reporting to the SEC and to stockholders; and (iii) $150 million shelf

registration and $100 million equity capital raise in August 2009. Results:

Company's securities began trading publicly on the NASDAQ Global Market in

December 2007, transferred to NYSE in May 2008. Capital raise completed

successfully in three weeks.

Managed substantial corporate divestiture: Led contract negotiations and

other legal efforts for six-month marketing process, auction, and $250

million sale of Exopack to a private equity group, including negotiations

with investment bankers, bidders, financial advisors, and pre-arranged

financing sources. Results: Completed sale of Exopack at 4 to 1 the

original investment, completing the first divestiture of newly-raised

investment fund of private equity majority owner.

Negotiated contracts and financing for major engineering / construction /

procurement projects: Led all legal efforts for Arcadian's $500 million in

"Greenfield" off-shore fertilizer manufacturing plants, including

preparation and negotiation of construction contracts, foreign tax

concessions, project finance, and review/negotiation of related natural gas

supply contracts with the Trinidadian government. Results: Enhanced the

Company's competitive position through access to natural gas supplies at

prices substantially lower than in the U.S.

mergers and Acquisitions

Negotiated and executed pivotal competitor acquisition: Negotiated legal

and business issues for and executed a $35 million acquisition of

substantially all of the assets of a significant Orion competitor. Results:

Contributed significantly to Company's geographic and single-source,

turnkey growth goals.

J. Cabell Acree, III

281-***-****

Page 3

***********@*****.***

Led significant acquisitions out of bankruptcy: Managed $50 million

acquisition out of U.S. and Canadian bankruptcy of substantially all of the

assets of a former competitor, including negotiation and preparation of

Bankruptcy Court motions and asset purchase and related agreements.

Results: Added four additional manufacturing plants to Exopack's portfolio,

enhancing access to key markets and increasing revenues by 25%.

Played significant support roles in $1 billion + each purchases and sales

of Arcadian (1989 / 1997) and Cain Chemical, Inc., a petrochemicals

manufacturer (1987 / 1988). Offered VP/Asst. General Counsel position at

Cain, 1987.

corporate governance, risk / compliance management and legal defense

Crafted and implemented public corporate governance programs: Prepared

corporate governance policies, checklists, and training materials;

implemented training program for Orion Directors and Committee Members.

Results: All Delaware law, federal law and NASDAQ/NYSE-required actions

of the Board of Directors and its Committees listed in a quarterly

meeting agenda guide to insure all required governance actions are

completed.

Established and led public company compliance programs: Drafted,

implemented and provided management training for (i) Orion's legal

compliance program, including insider trading, securities reporting /

disclosure, and disclosure controls policies and procedures; and (ii)

system for employee exercise of equity incentive grants, including pre-

clearance of trading activities. Results: Substantially heightened

sensitivity to legal compliance and securities trading requirements and

need for confidentiality and clear and precise communications.

Implemented legal fees and expenses controls and reductions: Implemented

alternative fee arrangements for Exopack outside counsel, including fixed

lump sum pricing for recurring legal services, litigation budgeting, and

success / completion fee arrangements for major transactions. Results:

Reduced recurring legal fees by approximately $50,000 per month; obtained

litigation fee reductions exceeding $100,000; paid preferred

transactional hourly rates and only for completed transactions.

Reduced environmental and FDA violations and risk: Led Exopack's

environmental / regulatory affairs management function, including

supervision of Corporate Environmental Director, establishing systems for

environmental and food and drug compliance including internal and annual

outside environmental audits. Results: Reduced violations and other

compliance issues by 80%.

Managed "Bet the Company" litigation defense: Managed the successful

defense of litigation brought by the Port Authority of New York and New

Jersey against Arcadian alleging the use of its products by terrorists in

1993 World Trade Center bombing. Results: No liability judgment from U.S.

District Court in New Jersey.

EDUCATION

LL.M, Master of Laws and Letters, Environmental Law - George Washington

University - Highest Honors - Washington, DC - 1996

J. D., Juris Doctor - University of Virginia School of Law -

Charlottesville, Virginia - 1985

B.A., Bachelor of Arts, Politics - Washington and Lee University -- Magna

Cum Laude - Lexington, Virginia - 1982

COMMUNITY INVOLVEMENT

Board Member, Houston Municipal Utility District #275, 1989 - 1993. Tenure

included refinancing of bond debt and service on the Insurance Committee of

the Board.

PUBLICATIONS

Operational Flexibility--Clean Air Act, Title V Operating Permits, 3 ENVTL.

LAW. 37 (September 1996)

Natural Gas Yearbook, "Environmental Developments Chapter," with Terrell E.

Hunt, Executive Enterprises (1990)

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