GEORGE A. VANDEMAN

George A. Vandeman has been the principal of Vandeman & Co., a private investment firm, since he retired in July 2000 from Amgen, the world's largest biotechnology company. Mr. Vandeman was formerly Chairman of the Board and is currently a Director of MPG Office Trust, (NYSE: MPG) a Southern California based office property REIT. From April 2006 to November 2008, Mr. Vandeman was a member of the Board of Directors of ValueVison Media, Inc. (NASDAQ: VVTV), operator of the cable shopping channel ShopNBC. In the case of both public companies, Mr. Vandeman Chaired the Board’s Corporate Governance Committee.

From 1995 to 2000, Mr. Vandeman was Senior Vice President and General Counsel of Amgen and a member of its Operating Committee. At various times during this period, Mr. Vandeman also had responsibility for Amgen’s Corporate Development group and its Product Licensing group. In these various capacities, Mr. Vandeman was responsible for the management of Amgen’s legal department and the company’s mergers and acquisitions and product licensing activities, as well as playing a key role in the company’s strategic planning. After 2000, he continued as a special advisor to Amgen’s CEO and other executives in a consulting capacity.

Immediately prior to joining Amgen in July 1995, Mr. Vandeman was a senior partner and head of the Mergers and Acquisitions practice at the international law firm of Latham & Watkins, where he worked for nearly three decades. In the Mergers and Acquisitions field, Mr. Vandeman represented bidders, targets and financial advisors in corporate control transactions. In those matters, he advised numerous Boards of Directors as to M & A and corporate governance matters.

He has represented: Marvin Davis in his M&A matters; Ted Turner in his bid for CBS and his acquisition of MGM/UA and subsequent sale of certain MGM assets; certain directors of Hollywood Park Race Track (Merv Griffin, John Forsythe, Aaron Spelling, Alan Paulson and Stan Seiden) in connection with a proxy fight; Hard Rock Cafe in its attempt to acquire London-based Hard Rock International; Holiday Corp. (Holiday Inns) in its recapitalization in response to a takeover threat from Donald Trump; Michael Jackson in his consideration of taking his music publishing company public; the Special Committee of the Board of Directors of Imagine Films Entertainment in connection with the purchase of that company by director Ron Howard and producer Brian Grazer; Nestlé USA in connection with certain acquisitions and divestitures; Shurgard Storage Centers in its successful defense of a hostile bid by U-Haul; Family Channel in its bid for Nostalgia Network; ValueVision in its attempted acquisition of National Media; George Vandeman page 2

Comsat Corporation in certain entertainment industry matters; E! Entertainment Television in corporate matters; Morgan Creek Productions in corporate matters; Stephen Cannell Productions in its sale to New World; and Circus Circus Enterprises, Inc. in its acquisition of Gold Strike Resorts.

Mr. Vandeman has also been active in the corporate arena as a principal. In Hawaii, he owns a restaurant group on Joint Base Pearl Harbor Hickam. He was the founding shareholder of KHNR in Honolulu, an all news station featuring CNN Headline News Radio. He was the architect of and a principal in the acquisition of Los Angeles television station KTLA, Channel 5 in 1983 by Kohlberg, Kravis, Roberts and the subsequent sale of that station in 1985 to The Tribune Company. He was also a founder of Cinema Group, an independent motion picture production company, and VideoNet, the first live-via- satellite teleconferencing company. In August 1993, he led a group of private investors in the purchase of Players Club International.

Mr. Vandeman is a member and past Chair of the Board of Councilors at the University of Southern California Law School. Mr. Vandeman received a BA degree in 1963 and JD degree in 1966 from the University of Southern California.

Born on January 16, 1940, Mr. Vandeman resides in Pacific Palisades, California and Honolulu, Hawaii.

Office 13574 D’Este Drive, Pacific Palisades, CA 90272 | T: (310) 573-7393 | F: (310) 230-3147 | C: (310) 909-6690

Honolulu Office George Vandeman page 3

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