NORTH STAR LEGAL ADVISORS

Jonathan Blinderman

25 YEARS OF GENERAL COUNSEL EXPERIENCE

SUMMARY

Twenty five year experienced attorney with both in-house and law firm experience. Served as general counsel of large, multi-national companies with special focus on technology, entertainment and media.  Experience includes:

--Mergers & Acquisitions and Finance Transactions

--Commercial Agreements

--IP Agreements

--Litigation Management

--Restructuring of Obligations

--Human Resources Oversight

--Corporate Governance

--Media Distribution and Licensing Agreements

EMPLOYMENT PRIOR TO NORTH STAR

DELUXE ENTERTAINMENT SERVICES GROUP INC., Burbank, California; March 2015- July 2016

Executive Vice President, General Counsel

Most senior legal executive for largest post-production company in the world overseeing ten person legal team. Responsible for all legal matters in thirty countries and for advising senior executives and the sole shareholder on all legal matters. Commercial Contracts (directly responsible for negotiation and drafting of material agreements with motion picture studios, television networks and digital distribution companies as well as all material vendor agreements); Finance Arrangements (responsible for compliance with all finance agreements and negotiation of additional agreements); Mergers and Acquisitions (responsible for active M&A practice both for buying and divesting entities and divisions and negotiation of joint ventures); IP (responsible for worldwide protection of company intellectual property of patents, trademarks and copyrights as well as trade secrets); Litigation Management (responsible for overseeing litigation on a worldwide basis including major patent suits, employment class actions and commercial litigation); Human Resources (responsible for oversight of policies for human resources worldwide); Compliance (responsible for compliance with governmental regulations worldwide.)

GLASER WEIL FINK HOWARD AVCHEN & SHAPIRO, Los Angeles, California; February 2008—March 2015

Of Counsel

Senior Member of Corporate Practice Group and Entertainment and New Media Practice Group. Advise and represent clients on all aspects corporate transactions and transactions involving the creation and distribution of content. Representative practice areas include: Mergers and Acquisitions (represent clients in merger and acquisition transactions); Finance (represent clients in debt and equity financing transactions); IP Rights (represent clients in creating, protecting and licensing IP rights; software licensing; licensing of rights for the distribution of content on multiple platforms); Content Distribution (represent domestic and international clients on the licensing and distribution of content on all platforms, including linear and on-demand television, Internet and mobile platforms); Production and Co-Production of Content (advise clients on all aspects of content production, including cross-border co-production agreements); Emerging Markets (advise clients on the formation, financing and on-going operation of new companies.)



PLAYBOY ENTERPRISES, INC., Los Angeles, California; 2005—2008

World Wide Vice President, Business & Legal Affairs

Executive overseeing ten person group whose duties included the drafting and negotiation of all key agreements for the distribution of digital content world wide, as well as general legal support to the Entertainment Group. Representative responsibilities include: Mergers & Acquisitions (oversaw the Entertainment Group’s acquisition transactions including due diligence, structuring and negotiation of agreements); Dispute Resolution (oversaw outside counsel in various litigation matters); Corporate Responsibilities (oversaw various systems for compliance with accounting and regulatory needs, including contract management, rights management and internal control systems); Program Distribution (represented Playboy in the licensing and distribution of its digital programming, including negotiation with all domestic video distribution platforms (e.g. Comcast and DirecTV)); International Transactions (represented Playboy both in the distribution of international channels and the licensing of individual programs on a world wide basis); General Legal Advice (advised on legal matters that arose on a day to day basis, including contract interpretation, HR matters and regulatory issues.)

TVN ENTERTAINMENT CORPORATION (now Vubiquity), Burbank, California; 2000— 2005

General Counsel; Senior Vice President, Business & Legal Affairs; Secretary

Duties included oversight of corporate and legal affairs. Representative responsibilities included: Corporate Transactions (represented TVN and its subsidiaries in numerous transactions, including finance, restructuring, investment and mergers and acquisitions); Licensing (responsible executive for licensing issues including licensing of video content for Near Video On Demand and Video On Demand distribution and software licensing); Corporate Governance (acted as corporate secretary, ensured compliance with company charter, by-laws and Delaware and California corporate law); Dispute Resolution (oversaw various litigation matters and handled negotiations to resolve disputes prior to litigation, including contract disputes, anti-trust matters and fiduciary responsibility matters); Business Development (worked with sales team to secure new affiliates, negotiated and revised existing affiliate agreements, developed new forms for business opportunities.)

O’MELVENY & MYERS, LLP, Los Angeles, California; 1997—2000

Associate

 Corporate Transactions (negotiated and advised on corporate finance transactions including credit facilities, high yield bond transactions, note purchase agreements and acquisition financing); Emerging Markets (worked with Internet start-ups in organization, funding, licensing and co-branding); Mergers and Acquisitions (negotiated sales of assets, stock sales and mergers); Securities Law Compliance (drafted various ’34 Act filings).

BRESTOFF & WINSTON, Los Angeles, California; 1993—1997 (Including predecessor firm of Radcliff, Brestoff & Frandson)

Associate & Of Counsel

Corporate Transactions (negotiated and drafted documents for various transactions); Business Litigation (advised clients on business disputes; assumed primary responsibility for litigation of disputes and rendered insurance coverage advice); Public Interest Litigation (specialized in CEQA and Brown Act compliance). Environmental Compliance (advised industrial clients in transportation, recycling and manufacturing regarding California and Federal environmental regulations); Insurance Coverage (assisted clients in evaluating coverage for potential claims with significant work on errors & omissions policies). Articles published: Blinderman, Recent Cases and the Standard of Review in Challenging Determinations Made Under the California Environmental Quality Act, California Environmental Law Reporter (Matthew Bender, November 1996), Blinderman and Funderburk, California’s Storm Water Regulations: A Practical Review of the Regulations and Their Enforcement, California Environmental Law Reporter (Matthew Bender, November 1993).



EDUCATION

DUKE UNIVERSITY SCHOOL OF LAW

J.D., Honors; May 1992

DUKE UNIVERSITY GRADUATE SCHOOL OF ECONOMICS

M.A., Economics; May 1992

UNIVERSITY OF COLORADO, BOULDER

B.A. in Economics, cum laude; June, 1987

--Omicron Delta Epsilon (Economics Honors Society)

--Golden Key National Honor Society