James L. WattsFounder & CEOPacific Summit Capital LLCAlexandria, Virginia949-433-2599www.pacificsummit.com

Jim began his career in Washington, DC as a Legislative Assistant for the U.S. Congress assigned to energy regulation. During that time he was the gate keeper for anatural gas deregulation bill worth $5 billion a year to the industry. He later became a registered lobbyist and lawyer representing the venture capital industry with a specialty in tax and securities. During his tenure in Washington Jim was a principal author of the Small Business Investment Incentive Act of 1980 amending the U.S. securities laws where he worked with the SEC at both the staff and Commissioner levels as well as Members of Congress and with both Republican and Democratic Presidential Administrations.

As an investment banker Jim has built an advisory practice focusing on effective communication via written Valuations and Fairness Opinions. He has also been hired by major law firms to provide litigation support and expert witness testimony in high profile cases, both civil and criminal (white collar).

Transactional Experience

During his 20 plus years in the investment banking industry, Jim’s transactional experiences have spanned the spectrum from raising funds for middle marketcompanies to negotiating M&A transactions with Fortune 500 corporations. One buyout from a Fortune 50 company established the platform for Jim’s client to build a billion- dollar net worth. Later the sale of a Newport Beach, CA technology company to a larger corporation for restricted stock had a market value of more than $2 billion by the time the stock became freely trading. In another series of transactions, Jim managed the IPO of a Mexican food manufacturer and later joined their Board of Directors. Over the subsequent three years he managed several debt and lease financings and then ultimately negotiated the sale of the Company to Gruma Corporation, owner of the Mission Foods brand, for a 98% premium to the public market at the time of sale.

PIPE Financings

Pacific Summit Securities earned the reputation as a leader in the PIPE (private investment in public entities) investment space. In 2004 PSS was ranked 77 th out of1129 placement agents nationwide for the number of PIPE deals completed and 123 rd tor dollars raised. Subsequently the practice expanded into to the oil and gas industrywith transactional work for E&P companies in Texas and Colorado.

Jim’s strengths involve excellent communication skills with both the written and spoken word. He is comfortable in the Fortune 500 board room as well as in the entrepreneurial environment and relishes working with accomplished executives, entrepreneurs and their advisors. He is a tenacious competitor, a self-starter and a loyal team member.

Jim currently lives in Alexandria, Virginia where he conducts his national practice. Born and raised in Minot, North Dakota he remains in close contact there both personally with family and professionally with the oil and gas industry.

Professional Experience

20 plus years in senior investment banking positionsWashington, DC attorneyFormer Legislative Assistant to the U.S. Congress

Licenses & Memberships

District of Columbia BarU.S. Supreme Court BarAmerican Bar Association

Securities Licenses

Series 7, Registered RepresentativeSeries 24, General PrincipalSeries 27, Financial Operations PrincipalSeries 63, Multi-StateSeries 79, Investment Banking

Education

BA Economics, University of WisconsinMA International Economics, American University, Washington, DCJD Washington College of Law

Board Memberships

Current or past member of 10 Corporate Boards of Directors and of the National Association of Corporate Directors

Bankruptcy and Distressed Company Experience

Testified in Federal Bankruptcy Court in Denver, Colorado in the $159 million liquidation of the Schwinn Bicycle Company (cost of money expert)

Prepared Valuation of medical device IP and patents for Orange County, CA Bankruptcy Trustee

Represented Orange County Bankruptcy Trustee in the successful sale of IP for $5 million

Prepared Valuation of venture capital investment fund portfolio for presentation to Orange County Bankruptcy Trustee

Document preparation and testimony in a San Diego real estate foreclosure representing lender in a Chapter 11 transaction.

Litigation Experience

Cost of money expert in the liquidation of the Schwinn Bicycle Company inFederal Bankruptcy Court in Denver, CO.

Document preparation and testimony in a $2 billion antitrust case – nominalvalue with treble damages. Hired by Max Blecher, former Director of the Antitrust Division, U.S. Department of Justice. AUT v. Boeing, Rolls Royce and General Electric.

Litigation support in breach of Reps and Warranties case. Hired by Riordan & McKenzie in Los Angeles. Case settled before trial.

Document preparation and testimony in jury trial involving expropriation ofIntellectual Property (jury award in excess of that which we were requesting). Hired by Stradling Yocca Carlson &
 Rauth. Won complete damages award in jury trial.

Pre-litigation consultation in an expropriation of IP case that settled before trial.Another Stradling client.

Engagements involving the valuation of privately held businesses including defense work in a case brought against a major investment fund in New York City (Warburg Pincus).

Defense representation in a class action suit with alleged damages of $850 million. Settled before trial.

Defense representation in a $15 million claim for damages for corporate defamation culminating in a 3.5 week jury trial.

Defense representation in a criminal case in Federal Court in Boston, MA involving federal securities, wire transfer and mail fraud.

Defense representation in Federal Court in Salt Lake City alleging conspiracy which resulted in acquittal of both defendants. U.S. v. Lester Mawer and Adrian Wilson. Case # 2.09-00CR460.

Plaintiff representation in a breach of contract and circumvention case in Dallas, TX resulting in a complete award for compensatory damages and an additional $1 million in punitive damages.

Testimony at the U.S. Securities and Exchange Commission in Washington D.C. in an Administrative proceeding being tried in California. Although charges were not completely dropped the ultimate decision was highly favorable.

Defense representation in a white-collar criminal case in New Jersey alleging fraud and misrepresentation. U.S. v. Gillar.

Areas of Expertise

Corporate Finance – Capital Markets TransactionsM&A TransactionsVenture Capital FinancingValuations & Fairness OpinionsControl PremiumsMinority DiscountsIntellectual PropertyBroker/Dealer Supervisory RulesOil & Gas Production and Regulation