DAVID D. KINLEY (925) 200-2365 ddkinley@comcast.net

SUMMARY OF QUALIFICATIONS

• Licensed attorney and member, State Bar of California • President of consulting company specializing in cable television and related telecommunications business and regulatory issues—Kinley & Associates • CEO, CFO and founder of cable television company—Sun Country Cable • Founder/Owner of $10 million real estate investment company—LandsBest • Director, Governance Committee Chair and Audit Committee member of publicly-traded company—Outdoor Channel Holdings (company sold for $266 million May, 2013) • Major stockholder and COO of startup cable television company—Northland Communications • Member of senior management in two of the largest cable television companies—Viacom, ATC (now Time Warner) • A founder, first Chairman, primary spokesperson and testifier before Congress, FCC and FTC of nationwide trade association now representing over 1,000 companies—the American Cable Association • Chairman of the Board for 1,000+ member purchasing co-op--National Cable Television Cooperative • Advisory board member for three start-ups in internet and home-networking businesses • Primary regulator of cable television industry--Federal Communications Commission • Executive Assistant for policy, congressional and media relations to Acting Director of the FBI • Deputy Assistant Secretary of Health, Education and Welfare for Community and Field Services

ACADEMIC HIGHLIGHTS

Harvard Law School: J.D., Co-Captain of moot court championship team, member of Harvard Voluntary Defenders Clerkship, U.S. Court of Appeals for the Ninth Circuit Principia College: B.A. in history, summa cum laude, honors society, student body president

PROFESSIONAL EXPERIENCE: PRIVATE SECTOR

KINLEY & ASSOCIATES, Pleasanton, CA President 1986-Present

Consulting firm specializing in every facet of cable television industry, including compliance with the Cable Act of 1992, the Telecommunications Act of 1996 and regulations of the Federal Communications Commission (FCC). Advised and represented numerous cable companies and cities in cable regulatory matters, including new franchises, franchise modifications, audits, transfers and renewals. Negotiated and drafted numerous franchise transfers and renewals. Advised cable television trade association on regulatory matters.

Served as expert witness in cases involving manufacturer’s liability (Oak), hostile takeover (Paramount/Time, Inc.), cable program licensing (HBO), music copyrights (HBO), property taxes (Sacramento Cable TV) and bankruptcy reorganization (Apollo). Served as expert witness for defense in Adelphia v. Deloitte & Touche involving claims of $3.2 billion against auditor for bankruptcy caused by management fraud. Currently serving as expert witness for City of Burlington, VT/Burlington Telecom in litigation with Citibank involving $33.0 million.

Performed numerous appraisals of cable systems for Paul Kagan & Associates, including Bogota, Colombia. Advised and assisted publicly-traded $100 million telephone company on all aspects of Kinley Resume, page 2 of 3

proposed acquisition of cable system, including valuation. Prepared strategic business plans for General Telephone. Performed market research for large cable system acquisition by major cable company.

SUN COUNTRY CABLE, INC., Pleasanton, CA Founder, CEO and CFO 1986-2000

CEO, CFO and founder of company to acquire and manage small cable television systems in rural markets. Acquired, built, managed 57 systems with some 58,000 subscribers in 12 states. Raised over $85 million in financing, of which over $47 million was obtained without investment banker representation. Negotiated terms of financing, negotiated and drafted all acquisition agreements. Developed all business plans, projections and budgets, established all company policies and procedures, directed staff of more than 85 personnel in budgeting, operations, construction, marketing and financial reporting.

LANDSBEST, LLC, Pleasanton, CA Founder/Owner 2004-Present

Built a personally-owned real estate investment vehicle for acquisition of 33 rental properties with 43 units (single family and multi-family) in 4 states in only 3 years. Current valuation at an estimated $5 million with over $34,000 per month in gross rents. Personally handle all market analysis, financing, closings, refinancing, payables (53 mortgages) and receivables. Supervised repairs to 9 properties damaged by Hurricane Katrina.

NATIONAL CABLE TELEVISION COOPERATIVE 1998-2004 Chairman, Director

Served as Chairman and Director of purchasing cooperative with over 1,000 member cable TV companies representing about 10 million subscribers. Directed efforts to expand hardware sales, including set-top converters and cable modems, to members. Spear-headed changes in cable programming launch commitments by members to facilitate better pricing and obviate extramural negotiations by larger members. Established committees of the Board to improve meeting efficiency.

AMERICAN CABLE ASSOCIATION, Pleasanton, CA Chairman 1993-1997

Elected by 20 companies to create new association to spearhead efforts seeking relief for small cable companies from FCC regulations under the Cable Act of 1992. Established board of directors, dues structure, billing system. Led recruitment drives and built membership to over 300 companies nationwide. Assessed members’ legislative and regulatory needs, established priorities, devised and implemented strategy, spoke at numerous industry meetings, directed Association’s filings at the FCC and FTC, lobbied Congress and the FCC, coordinated Association’s efforts with other industry groups, including the National Cable Television Cooperative. Testified before Congress and the FCC and played integral role in the enactment of the Small Cable Sections of Telecommunications Act of 1996, exempting over 1,000 small companies, including every member of the Association, from regulation of subscriber rates.

NORTHLAND CABLE TELEVISION, Seattle, WA Executive Vice President, COO and Director 1983-1985

Privately-held cable television company. Served as director, major stockholder and chief operating officer from start-up of the company. Managed growth from two systems with 2,000 subscribers to 25 systems with 50,000 subscribers. Performed due diligence for numerous acquisitions. Planned, budgeted and supervised numerous construction projects for rebuilds, upgrades, extensions and new markets. Drafted business plans for public syndications and made presentations to brokers and investors. Kinley Resume, page 3 of 3

VIACOM CABLE, New York, NY and Pleasanton, CA Senior Vice President 1980-1983

Publicly traded top 10 cable television company. Responsible for acquiring municipal licenses, constructing and operating new cable systems in those markets. Established, staffed and directed 8 offices in 5 states. Supervised feasibility studies for numerous unserved geographic markets throughout the United States, including specific proposals for cable systems in seven major metropolitan areas. Negotiated and acquired municipal licenses in 19 cities, supervised construction, budgeting and launch of operations.

AMERICAN TELEVISION & COMMUNICATIONS (now Time Warner), Englewood, CO Senior Vice President 1976-1980

Second largest publicly traded cable television company. Supervised acquisition and development of new geographic markets, including proposals for six metropolitan areas under competitive conditions. Acquired the municipal licenses for three of them. Involved in acquisition of company by Time, Inc., and subsequent integration with operations of Video Group of Time, Inc. Supervised field engineering, inter-city microwave transmission operations in four states (including making an acquisition that doubled the size of the pre-existing business), and new business development in subscription TV and Multipoint Distribution Service. Led Company efforts to establish federal regulation of pole attachments by cable operators, including testimony before Congress.

PROFESSIONAL EXPERIENCE: PUBLIC SECTOR

FEDERAL COMMUNICATIONS COMMISSION, Washington, DC Chief, Cable Television Bureau 1973-1976

Reported to 7-member Commission of presidential appointees, headed the Commission’s bureau responsible for all aspects of regulatory oversight of the cable television industry. Responsible for recommending all policies and rulemakings to the Commission. Acted as the agency’s primary spokesman on such matters.

Managed the Bureau’s expansion from 30 to 125 professional employees to implement the Commission’s comprehensive new regulatory plan, including certification of most of the nation’s cable systems, ensuring their compliance with new legal, financial and technical standards and recommending enforcement, waivers or special relief in specific cases. In 1975, granted authority by the Commission to act on most of these matters on delegated authority, with a right of appeal to the Commission. Overruled by the Commission in milestone case, which was later reversed on appeal by the U.S. Court of Appeals, upholding the Bureau’s original decision.

FEDERAL BUREAU OF INVESTIGATION, Washington, DC Executive Assistant to the Acting Director 1972-1973

Directed staff of 4 on policy and transition for the new Director, immediately after the death of J. Edgar Hoover. This included the establishment of a program for hiring and training of women and minorities as Special Agents for the first time in the FBI’s history. Personally handled congressional and press relations for the Director. Served as Counsel to the Director for his Senate confirmation hearings during the Watergate crisis and was instrumental in determining that John Dean had been lying to the FBI about Watergate.

U.S. DEPARTMENT OF JUSTICE, Washington, DC Executive Assistant, Civil Division 1971-1972

Kinley Resume, page 4 of 3

Directed administration, budget, attorney personnel and case review for division of 150 lawyers. Handled congressional and press relations for the Assistant Attorney General, including his nomination as Deputy Attorney General.

U.S. DEPARTMENT OF HEALTH, EDUCATION AND WELFARE, Washington, DC 1969-1971 Deputy Assistant Secretary for Community and Field Services Assistant to the Secretary