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SARAH MATTHEWS 95 Crossbrook Amherst, MA 01002 (413) 374-6847 smfebcd2@westpost.

net CORPORATE COUNSEL Accomplished Attorney Skilled at Delivering Effective Legal Solutions EXPERIENCE & ACHIEVEMENTS Qteros, Inc. a" Marlborough, MA 2007a"2010 Venture capital financed biotech company focused on delivering innovative techno logies for clean transportation fuels a" investors include Venrock Associates, B attery Ventures and BP Technology Ventures. COUNSEL & CORPORATE SECRETARY Strengthened mission-critical aspects of legal and corporate operations by overs eeing commercial contracts, financing, and corporate practices. Facilitated grow th of high-performance teams, deploying compliant employment policies and proced ures. Aligned business practices with legal requirements as Corporate Secretary, ensuring compliance with complex maze of business regulations and recordkeeping requirements. a Aggressively negotiated and secured favorable terms for high-stakes agreements , including joint development, license, research, service, and other contracts. a Cut legal costs through careful oversight of outside counsel and enforcement o f legal budgets. a Secured crucial $24 million Series B financing through astute management of ne gotiations, documentation, and due diligence review. Gravity Graphics, Inc. a" New York, NY 1986a"1998 Wholesale provider of garment-dyed apparel. GENERAL COUNSEL Established corporate entity and legal department from the ground up, positionin g company for long-term success and ultimately profitable sale of operations. Ad vanced business and legal goals by guiding business operations, securing favorab le terms for equipment and other commercial contracts, and optimizing intellectu al property protections for trademarks and copyrights. Responded to areas of gre atest need, providing counsel full-time and part-time to best advance organizati onas goals. a Defined and deployed policies that protected company and limited exposure to r isk, including comprehensive corporate governance programs and best practices fo r recordkeeping. a Excelled as General Counsel while holding concurrent role with Reynolds, Rappa port & Kaplan; successes built on unwavering foundation of dedication and commit ment to delivering results. Solo Practicioner 1999a"2007 Practiced part-time Represented small businesses on range of real estate and corporate transactional matters. Worked as independent contractor for Reynolds, Rappaport & Kaplan (se e below).

Reynolds, Rappaport & Kaplan LLP a" Edgartown, MA 1991a"1999 Legal experts in real estate law, municipal law, probate and estate law, corpor ate law and civil litigation. ASSOCIATE Strengthened clientsa legal strategies by directing sales and acquisitions, nego tiating and enforcing commercial contracts, and establishing business entities. Addressed bankruptcy issues related to real estate. Closed multimillion-dollar c ommercial and residential real estate sales and leases, guiding all aspects of t ransactions, financing, construction documents, easements, and legal filings. a Established commercial lending practice for local bank; drafted all form lendi ng documents and defined best practices to protect lender from undue risk. a Subject matter expert sought out to address particularly challenging real esta te matters, including complicated shared use agreements, association covenants, view easements, and other complex issues. a Commended for resolving complex issues for local governments and related entit ies, including questions raised during four multimillion-dollar school construct ion projects. Breed, Abbott & Morgan a" Washington, D.C. 1989a"1991 Law firm later acquired by Winston & Strawn ASSOCIATE Practice focused on commercial real estate, corporate law and intellectual prope rty law matters for the firm's national and international clients. Negotiated a nd closed commercial real estate loans; drafted and reviewed commercial leases; drafted and negotiated diverse array of commercial contracts; handled trademar k and copyright registrations and disputes; drafted documents in connection with corporate mergers and acquisitions; drafted documents for bankruptcy work-outs. Barrett, Montgomery & Murphy a" Washington, D.C. 1986a"1988 Law firm focused on housing law, tax exempt bond financing and government lobbyi ng ASSOCIATE Represented commercial mortgage lenders in the establishment of nation-wide, mor tgage loan programs administered by the US Department of Housing and Urban Devel opment (HUD); Drafted, negotiated and closed commercial mortgage loans across th e country under the HUD co-insurance program; Drafted documents for tax exempt b ond financings. EDUCATION Juris Doctor - 1986 Georgetown University Law Center Bachelor of Arts a" 1981 with distinction University of Michigan BAR MEMBERSHIPS Massachusetts State Bar | District of Columbia Bar aSarah Matthews possesses the highest integrity, is proactive in anticipating an d addressing business issues, and has the respect and admiration of her peers. As the sole attorney for Qteros, Sarah was critical to the successful closing of

a Series B round of financing, working closely with and coordinating activities of external counsel a" firms with some of the best corporate governance [Orrick , Herrington] and intellectual property practices [Wilson, Sonsini] in the count ry.a William Frey, Former Chief Executive Officer of Qteros, Inc./Former Global Busin ess Director of DuPont Biofuels