Roy E. Hadley, Jr. Overview. Partner. Contact Information. Education.

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1 Roy E. Hadley, Jr. Partner Corporate Transactions & Securities International Privacy & Information Security Overview With a practice that is international in scope, Roy counsels clients worldwide on complex corporate transactions, particularly those involving technology, telecommunications, outsourcing, and intellectual property. Roy similarly assists clients with matters involving information security assessments, PCI compliance, data breach remediation, and risk mitigation. He also advises corporate boards and management teams on information security risk management. Roy was recently named one of "America s Most Influential Lawyers" for 2013 and was named a "2012 Cyber Security Visionary" by BE Engineering Magazine. Contact Information Two Alliance Center 3560 Lenox Road NE Suite 1600 Atlanta, Georgia Direct: Fax: Education University of Georgia School of Law, J.D., 1988 University of Georgia, B.B.A., 1985 Information Management. A broad range of companies rely on Roy's guidance on issues related to data security and privacy, technology and business process outsourcing, telecommunications, health information technology, electronic medical records, software development and licensing, and entertainment and new media. He routinely advises cable and entertainment networks, telecommunications companies, financial institutions, sports franchises and startups on technology compliance, website review, digital rights, convergence and technology development and licensing. He assists clients with information security and technology accessibility assessments and audits; counsels on data breach remediation, electronic records management and e-discovery; and provides compliance training. Roy counsels clients on implementing and maintaining corporate governance and compliance programs, as well as risk management and insurance, mergers, acquisitions and regulatory matters. He also has significant experience in entertainment marketing, promotions and production, including advertising review and sweepstakes. Entertainment and Media. Roy has a long history of counseling clients in the entertainment, media and sports areas. Through his previous in-house roles working with media and entertainment companies, and his experience in private practice, Roy has developed a unique skill set that allows him to understand both "new media" and traditional media and their impact on clients and their businesses. Whether working in the telecommunications arena, with cable or media companies, sports franchises, professional athletes or entertainers, Roy is able to help clients navigate the convergence of different types of media and the challenges associated with today's ever changing technological and social environments. Roy also counsels professional athletes and entertainers on contractual and business matters, with an emphasis on creating lifelong success, especially after they have ended their playing/performing careers. International. Roy's extensive experience includes advising on international corporate

2 matters such as facilitating cross-border transactions involving technology transfers, establishing distribution channels, and advising on business processes and services, information security and privacy in jurisdictions including South and Central America, Africa, Asia-Pacific and the European Union. He counsels clients on business and immigration matters, with particular emphasis on Africa companies and the African Diaspora. He also advises U.S. companies on doing business in Africa and African companies seeking to do business in the United States. Prior to private practice, Roy's business experience involved serving as: Vice president, general counsel, and corporate secretary of AirGate PCS, Inc. Vice president, corporate counsel, and chief privacy officer for WorldTravel BTI. In-house counsel for Turner Entertainment Group/AOL Time Warner and MCI WorldCom. From , Roy was special counsel to the president of the American Bar Association. He also previously served as special assistant attorney general for the state of Georgia. Roy is admitted to practice in Georgia. Experience Media Co-lead on $1 billion infrastructure and managed network services outsourcing contracts for state agency. Co-lead on $330 million purchase and corporate restructuring for large privately held media group. Directed legal team in the merger of a wireless telecommunications company with another communications company, including all legal, regulatory, compliance and human resource matters. Currently counseling athletes and entertainers on endorsements, business opportunities, social media and other contractual matters. Counseled client on convergence and interactive media technologies, content distribution and enhanced broadband/multimedia applications. Led development of intellectual property legal group concentrating on computer technology, telephony, wireless strategies, software development and licensing, and related intellectual property issues including copyright and trademark law Advised an international telecommunications company on product outsourcing, OEM manufacturing and post product assembly transactions. Represent international companies in accessing U.S. technologies, in facilitating technology transfers, and in negotiating licensing and global distribution rights. Africa Represents a large U.S. manufacturer and distributer of agricultural equipment in multiple African countries and facilitates joint ventures with local partners throughout Africa. Represents African companies in accessing U.S. technologies, in facilitating technology transfer, and in negotiating licensing and distribution rights in southern and western Africa. Assisting several U.S. companies on international trade and the establishment of distribution channels for the export of telecommunications equipment into Africa. Assisted a U.S.-based commodities trading company in establishing distribution, warehousing and trading operations of perishable commodities in Liberia and western Africa. Advised U.S. companies doing business in Southern Africa with joint venture structuring, incorporating tax incentives, foreign grant and enterprise incentives into overall project finance. Represented a South African financial advisory and investment management firm on project finance, capital markets, mergers and acquisitions. Advised a South African telecommunications company on product outsourcing, OEM

3 manufacturing and post product assembly transactions. Advised clients on solar energy projects in South Africa and Botswana. Publications Entertainment and Media "A Little Common Sense can go a Long Way with Athletes," The Miami Herald "NFL Draftees Need Economics Lesson," The Orange County Register "Another flock of NFL lambs could be headed to financial disaster in long term," Philly.com "10 Good Minutes with...roy Hadley," The Sports Page Week ly "Athletes can learn what NOT to do from Ben Roethlisberger," SanLuisObispo.com Information Management European Union Imposes Extraterritorial Privacy Obligations on U.S. Businesses, Thompson Hine Privacy & Information Security Update, May 2014 Canada s New Anti-Spam Law Is Your Business Ready?, Thompson Hine Privacy & Information Security Update, May 2014 New California Law Requires Tracking Transparency, Thompson Hine Privacy & Information Security Update, March 2014 Interviewed, Update on Cyber Security, TAG Radio, February, 2014 Quoted,"Inside 'Plan X:' The Pentagon's Plan for Cyberweapon Central," FoxNews.com, December 2012 Quoted, "Cybersecurity Legislation: We Need to Get Our Act Together, and Fast," CRN, November 2012 Quoted, "Cybersecurity Exclusive: As Cyber Threat Grows, President Ponders Executive Action," Homeland Security Today, September 2012 Quoted, "EU Could Rain on Cloud Strategy with Too-Tight Data Rules," Law360, June 2012 Quoted, "IT Forecast: Warming, with a Chance of Cloud Computing," Hospitals & Health Network s, July 2011 Author, Inside Counsel Magazine, article series (6 articles) on technology, April to July 2011 Quoted, "Oncor Brings Smart Grid to 3 Million Texans, Privacy Intact," Signal News, June 2011 Quoted, "The Dangerous Downpour of Cyber Data," Intelligent Utilities Magazine, March 2011 Quoted, "Google Offers a Wisp of Cloud Printing," TechNews World, January 2011 Quoted, "White House Considers Relaxing Cloud Security Requirements," NextGov.com, January 2011 Co-author, "The Legal Issues Are Somewhat Cloudy in the Cloud," Journal of the Georgia Bar, October 2010 Quoted, Law360, as part of an overview of employment cases to watch in 2010 and on City of Ontario et al. v. Jeff Quon a U.S. Supreme Court case regarding privacy policies for employees in the workplace, Presentations Presenter and Board Chair, Technology Associate of Georgia 2014 Cyber-Security and Business Risk Simulation and Cyber Attack and Response Exercise, February, 2014 Panelist, Growing Insecurity: The Risks of Access, Openness & Freedom, World Affairs Council, February, 2014 Presenter, Good Governance: What is it? What is it not? Thompson Hine Best of Boards Series, January, 2014 Presenter, A Survey of the Changing Laws Affecting Information Security: What Every

4 Information Security Practitioner Needs to Know, Technology Association of Georgia, November, 2013 Presenter, Doing Business in Africa: Perceptions and Realities, Kettering Executive Network Multinational Special Interest Group, July 2013 Co-Presenter, Lessons Learned: Thoughts from a Cyber Simulation, Technology Association of Georgia, May 2013 Presenter, Data Security in a Changing World," Association of Corporate Counsel, March 2013 Panelist, Technology Association of Georgia Cyber-Security and Business Risk Simulation and Cyber Attack Exercise, February, 2013 Host and Panelist, the Atlanta Chapter of The International Association of Privacy Professionals (IAPP) quarterly KnowledgeNet program. Panel discussion, "Bring Your Own Device to Work," surrounding issues of data security surrounding mobile devices in the work place, September 2012 Presenter, "Information Security and Privacy Concerns for Executives and Owners of Closely Held Businesses," client seminar, January 2012 Presenter, "Cloud Computing: Privacy and Information Security Concerns," client seminar, Dayton, Ohio, November 2011 Presenter, "Best Practices in Software Purchasing Agreements," Barnes & Thornburg/escrow associates client seminar, September 2011 Panelist, "Using Social Media in Recruiting," BW Partners Recruiting Symposium, September 2011 Presenter, "Cloud Computing: Exploring Legal Risks," SecureWorld Conference, Atlanta, May 2011 Presenter, "The Legal Risks of Cloud Computing," American Forest and Paper Association General Counsel Forum, April 2011 Presenter, "Cloud Computing: Exploring Legal and Other Risks," Fourth Annual ISACA South Florida WOW! Conference, February 2011 Co-presenter, "Advertising and Promotion: Technology and Law," Georgia Chapter of the ACC, December 2010 Presenter, "Legal Trends in Technology Asset Management and Disposal," International Association of Information Technology Asset Managers, Nashville, October 2010 Panel moderator, "Technology and Information Security Trends Issues and Concerns for HR Professionals," SHRM Atlanta Conference, October 2010 Distinctions Boy Scouts of America, Eagle Scout Professional and Civic Professional Associations American Corporate Counsel Association Atlanta Bar Association Georgia Bar Association Community Activities Atlanta Chamber of Commerce, Technology Marketing Council Atlanta Legal Diversity Consortium, former board member Boy Scouts of America Chastain Park Conservancy, board member Corporate Leadership Council of Fernbank Museum, board member South Africa Business Chamber of Commerce Professional Activities

5 Georgia Electronic Commerce Association, Privacy Working Group Technology Association of Georgia Information Security Society, board chair Technology Association of Georgia Leadership Council, board member Admissions Georgia

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