NVTC

General Counsel Event

April 7, 2010

Moderator
Manik K. Rath
Senior Vice President, General Counsel and Corporate Secretary
LMI


As Senior Vice President, General Counsel and Corporate Secretary to LMI, Manik is responsible for all of the legal affairs of the company, Board of Directors support, and corporate development, including mergers and acquisitions, joint ventures and other corporate growth strategies. Manik is also the Vice President of Administration.

Before joining LMI, Manik helped structure the creation of Alion Science & Technology Corporation, prepared its initial stock offering, and structured numerous acquisitions, helping to more than triple the company's size within three years. At Alion, he was Vice President, Deputy General Counsel, and Secretary of Alion Science and Technology Corporation. Previously, Manik was an attorney with the international law firms of McKenna, Long & Aldridge and Baker & McKenzie.

He was named by the Washington Business Journal as one of the "Top Washington Lawyers" in 2005 in the "Young Guns" category, and in 2009 as a finalist in the "General Counsel" category.

Manik has a Juris Doctor and a Bachelor of Arts from the University of Virginia, where he graduated With Distinction and with honors from Phi Beta Kappa. Manik is currently Chair of the Northern Virginia Technology Council's General Counsel Committee. He also serves on the Board of Directors of the Washington Metropolitan Area chapter of the ACC and on the national Board of Advisors for Corporate Pro Bono.


David S. Cole
Partner
Baker & McKenzie


David Cole serves as Partner with Baker & McKenzie and co co-heads the Firm's North American Cleantech Subgroup and is a member of the Firm's North American Private Equity Subgroup. David represents domestic and overseas issuers of debt securities in both the private and public debt markets. David also represents borrowers and lenders in connection with syndicated senior credit facilities and mezzanine and other subordinated debt transactions. Many of these debt transactions leverage acquisitions, and David assists both strategic and private equity buyers to acquire their targets and portfolio companies. David recently closed the issuance of a senior secured notes and warrants issued by a N. VA DOD government contractor and underwritten by Credit Suisse and a public offering of senior subordinated convertible notes underwritten by JP Morgan and listed on the AMEX and TSX Exchanges.

David spoke and moderated a panel at the Cleantech Group's Forum XXIII in Boston, MA on innovation and entrepreneurialism. David lectures on finance topics for in-house counsel and senior executives attending the U.S. Law Institute where he focuses on structuring senior credit facilities.

Prior to joining Baker & McKenzie, David served as in-house counsel for the National Hockey League's Buffalo Sabres where he worked on the state, local and commercial bank financing used to construct the HSBC Arena.

David received a B.A., cum laude, from the University of Rochester and he received his J.D., with honors in trial advocacy, from The George Washington University and is admitted to the bars of the District of Columbia, New York and the United States Federal District Court for the Western District of New York.


Jeff Ferguson
General Counsel and Managing Director
The Carlyle Group


Jeff Ferguson serves as General Counsel and Managing Director for The Carlyle Group. Prior to joining Carlyle in May 1999, Jeff was an Associate with the law firm of Latham & Watkins. He graduated from the University of Virginia, where he was a member of Phi Beta Kappa. He received his law degree also from University of Virginia, and is admitted to the bars of the District of Columbia and Virginia.


Kevin Lapidus
Senior Vice President and General Counsel
SunEdison


Kevin Lapidus is senior vice president and general counsel for SunEdison. Kevin is responsible for all SunEdison legal affairs and managing the SunEdison legal group which is based in suburban Washington, DC, Madrid Spain and Milan Italy.

Kevin previously held the position of senior vice president and general counsel of YellowBrix, Inc., a provider of real-time competitive intelligence services, news and research information. Prior to YellowBrix, Kevin was the senior vice president and general counsel of OneMain.com Inc., a Nasdaq-listed Internet access provider. Kevin has also been an attorney with Hogan & Hartson LLP and Hale and Dorr LLP in Washington, DC.

Kevin earned his undergraduate degree from Washington University in St. Louis and earned his law degree from Harvard Law School. He is a member of the Board of Directors, and a past-president for the Washington Metropolitan Area Corporate Counsel Association.


Brian R. Monday
Senior Lender
TD Bank


Brian R. Monday is the Senior Lender for the Metro Washington / Baltimore market of TD Bank.

Brian has more than 26 years experience in commercial banking in areas including government contracting, commercial leasing, real estate acquisition, development and construction, wealth management, business services, petroleum jobbers, specialty retail, building supply wholesale, software development and small business applications. This has included a broad range of services including working capital financing (including ramp up costs), management buyouts and re-caps, federal leasing, equipment financing, leveraged acquisitions (including facilitation of over 150 M&A transaction), leveraged and unleveraged ESOPs and use of debt and equity capital market products.

Brian moved to TD Bank (formerly Commerce Bank) to start the Bank's presence in Metro Washington. Beginning with initial store openings in June 2005, he led the expansion of TD Bank into Metro Washington including the recruitment and management of commercial lenders and sales officers divided into teams in commercial real estate, government banking, middle market, community, small business, private banking and leasing.

Prior to joining Commerce Bank (now TD Bank), Brian managed the Technology and Government division for SunTrust Bank (including its predecessor Crestar). He had started his banking career with Virginia National Bank (which became Sovran and then NationsBank) where he drove growth for over 11 years.

Brian is a Phi Beta Kappa, Beta Gamma Sigma graduate of the University of North Carolina, where he earned a B.S. in Business Administration in 1980.


Michael Wu
General Counsel and Secretary
Rosetta Stone®


Michael Wu is responsible for all legal, corporate governance, government affairs and compliance matters at Rosetta Stone Inc. He joined Rosetta Stone in 2006 and established Rosetta Stone's corporate compliance and corporate governance functions as well as its anti-piracy and anti-fraud enforcement program.

Before joining Rosetta Stone, he was general counsel at Montreal-based Teleglobe International Holdings Ltd., a publicly held international telecommunications company. Prior to Teleglobe, Michael was a senior attorney in the Hong Kong and Reston, Virginia offices of Global One, the international joint venture between Sprint, Deutsche Telekom and France Telecom. He was also associated with a predecessor firm of Bingham McCutchen LLP in Washington, D.C. and Baker Botts LLP in Houston, Texas, focusing on corporate transactions.

Michael holds a J.D. from the University of Virginia School of Law and a B.A. in political science from Emory University. He is fluent in English and Mandarin Chinese. He is a member of the Association of Corporate Counsel and Northern Virginia Technology Council General Counsel Committee. He serves on the boards of the Business Software Alliance and the Washington Metropolitan Area Corporate Counsel Association.