Robert W. Guazzo has a broad corporate and securities law practice, with particular focus on mergers and acquisitions, private equity and venture capital financings, as well as public and private securities offerings and financings. Mr. Guazzo regularly advises companies and boards of directors on corporate governance and regulatory matters. Mr. Guazzo�s experience has included representing, among others, healthcare, telecommunications and manufacturing companies and private equity firms.

Mr. Guazzo has represented both public and private companies and private equity funds in numerous acquisitions, sales, and merger transactions as well as joint ventures and strategic alliances and negotiating general commercial contracts. In the area of private equity and venture capital, Mr. Guazzo regularly advises investment funds, as well as their portfolio companies, in private placements and venture and other capital raising transactions. As part of his securities practice, Mr. Guazzo has represented issuers, underwriters and placement agents in a variety of public and private financing transactions, including public offerings, PIPE transactions, high-yield debt offerings and secured and unsecured financings.

Mr. Guazzo�s representative transactions include representing:

Health Insurance Plan of Greater New York in its ongoing conversion transaction, its affiliation with Group Health Incorporated, its acquisition of PerfectHealth Insurance Company, its acquisition of ConnectiCare and its acquisition of Vytra Health Plan.

NationsRent Companies, Inc. in its $1.1 billion sale to Sunbelt Rentals, Inc.

Jefferies Capital Partners in various private equity investments and divestitures.

MHR Capital Partners, the single largest creditor of Loral Space & Communications, Inc., in connection with Loral�s emergence from bankruptcy.

FUJIFILM Holdings America Corporation in connection with its acquisition of Dimatix, Inc., its acquisition of Problem Solving Concepts, Inc. and general corporate matters.

FUJIFILM Graphic Systems U.S.A., Inc. (f/k/a Enovation Graphic Systems, Inc.), a subsidiary of FUJIFILM Holdings America Corporation, in its acquisition of five of its independent distributors as well as the e-photo business of a large graphics technology company.

Telex Communications, Inc. in a restructuring of its outstanding debt which included: a 144A offering of $125 million of Senior Secured Notes, two exchange offers and consent solicitations with respect to certain existing promissory notes and warrants and the negotiation of a new $15 million revolving senior secured revolving credit facility.

Telex Communications, Inc. in its sale to Bosch Security Systems, a wholly-owned subsidiary of Robert Bosch GmbH.

Phoenix Investment Partners, Inc. (the investment management subsidiary of The Phoenix Companies, Inc.) in its acquisition of the following investment advisors: Kayne Anderson Rudnick (Los Angeles), Rutherford Financial Corporation/Walnut Asset Management (Philadelphia) and Capital West Asset Management (Denver).

A large international bank in the acquisition of the wealth management and tax advisory practice of Arthur Andersen.

Activities

Instructor: Stevens Institute of Technology Howe School of Technology Management Law & Entrepreneurship Program First Annual How to Advise Entrepreneurial Clients Conference, December 2007

Admitted to Practice

New York, 1998

Education

J.D., cum laude, Boston University School of Law, 1997; Editor-in-Chief, Annual Review of Banking Law

B.A., Cornell University, 1993