KRISTINA RAK BROWN, ESQ.15 Hilltop Circle

Mendham, New Jersey 07945Tel. 908-239-7625 (Cell)

E-mail rakbrownk@yahoo.com

EXPERIENCE

II-VI OPTOELECTRONIC DEVICES, INC. (F/K/A ANADIGICS, INC.) – Warren, NJ, 5/2014 - PresentGeneral Counsel – 3/2016 - Present

Manage and oversee all legal matters, including, negotiation of leases, implementation of reduction in force, ensure compliance with federal and NJ WARN acts, supervise termination of foreign employees and closure of foreign branch offices, prepare executive and general employee severance agreements, negotiation of sale of radio frequency amplification device division of business, develop and implement special intellectual property policies, train all employees on special intellectual property policies, collaborate on development of physical security procedures to support intellectual property policies and compliance with ITAR and EAR, negotiation of all non-disclosure agreements, manage all employment-related legal issues, manage all legal disputes and litigation, draft strategy memoranda relating to the same, interface with insurance carrier, facilitate patent filings and patent management, coordinate communications and notices to customers, suppliers, vendors and other third parties with respect to corporate name change, review 401(k) Form 5500 and related documents.

II-VI INCORPORATED – Saxonburg, PA

Corporate Counsel – 3/2016 – Present

For a global leader in optoelectronic components, lasers and engineered materials reporting directly to the General Counsel, assist with the preparation of 10-Q’s, FY 2016 10-K and Proxy Statement, external communications protocol for the company, initiate corporate-wide internal legal billing system, draft annual meeting resolutions to be adopted by Board of Directors, shareholder meeting protocol, script and anticipated questions and answers, disclosure committee charter, Reg. FD policy, attend meetings of the Board of Directors, development of corporate-wide compliance program, using models of policies developed at II-VI OptoElectronic Devices, Inc. collaborate on development of uniform intellectual property policies.

ANADIGICS, INC. – Warren, NJ

General Counsel and Vice President – Human Resources – 5/2014 – 3/2016

For a prominent manufacturer of Radio Frequency Amplification devices reporting directly to the Chief Executive Officer, oversee and prepare SEC filings, including 10-K’s, Proxy Statements, 8-K’s, Forms 4. In connection with successful sale of the Company, engage with investment bankers to “shop” the Company, draft and negotiate agreement and plan of merger, as well as 14D-9 in connection with first step tender offer, review acquirer tender offer documents, manage due diligence process in connection with transaction, provide legal guidance to Company and Board of Directors regarding fiduciary duties, mitigate litigation risk, draft requisite press releases and related SEC documents, including amendments to 14D-9, engage with multiple potential bidders. Review and draft Proxy Statement in light of Institutional Shareholder Services requirements. Interface with and manage NASDAQ compliance issues. Oversee and negotiate financing arrangements, including credit facilities, with major banks. Review and manage leasing arrangements. Oversee the administration of stock compensation under Company Long-Term Incentive Plan and Employee Stock Purchase Plan. With outside counsel, draft new Long-Term Incentive Plan and Employee Stock Purchase Plan. Draft and negotiate non-disclosure agreements, supply agreements, distributor agreements, foundry agreements, development agreements, employment agreements, severance and release agreements, consulting and independent contractor agreements for a variety of services. Review all Company press releases, earnings releases, earnings scripts, investor presentations. As a fiduciary to the Company’s 401(k) plan, oversee administration of plan, attend annual committee meetings focusing on execution of fiduciary responsibilities and plan performance, and audit of plan. Participate in ISO 9001 audit and compliance. Analyze and ensure compliance with Insider Trading Policy,

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Business Ethics and Code of Conduct, Foreign Corrupt Practices Act Policy. Oversee reduction in force and ensure compliance with WARN and related laws, rules and regulations. Prepare presentations for the Board of Directors, Compensation and HR Committee, and Governance and Nominating Committee. Drive compensation programs and policies and Company governance. Interface regularly with members of the Board of Directors outside of scheduled meetings. Act as Secretary to the Company. Prepare all minutes and required consents for all Board of Director and committee meetings. Oversee recruiting, hiring and on-boarding of new employees. Oversee administration of health and benefit plans. Review and update as needed all employment policies, including, ethics, proprietary information, harassment and day-to-day compliance with same. Manage outside counsel, director of human resources, human resources analysts, stock compensation manager, and executive administrative assistant. Provide legal advice to Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, other senior executives, vice presidents, directors and business personnel on pressing and novel legal issues. Participate in weekly Executive Staff meetings and weekly Management Committee meetings, as well as weekly one on one meetings with Chief Executive Officer.

GREENBAUM, ROWE, SMITH & DAVIS LLP – Woodbridge, NJ, 9/2013 – 5/2014

Senior Associate – Corporate Department – Represented a wide range of entities, including corporations and limited liability companies, in diverse fields, such as technology, consumer goods, specialty products, franchises, architecture, trade show organizers, distributors, real estate sales representative organizations, medical practices, and insurance billing. Negotiated and drafted complex multi-national asset purchase and stock purchase agreements. Managed corporate governance matters for corporations and limited liability companies. Negotiated and drafted limited liability company operating agreements and stockholder agreements. Represented private lenders, negotiated and drafted debt instruments. Directly advised clients in corporate structure matters, general corporate matters and negotiation of intricately structured transactions, as well as agreements, including supply agreements. Analyzed anti-trust issues and prepared HSR filings. Reviewed Stark Law and Anti-Kickback implications of proposed medical practice structure. Drafted shareholder communications, including, shareholder information statements, relating to asset and stock purchase transactions.

MCCARTER & ENGLISH, LLP – Newark, NJ, 6/2003-11/2004; 11/2007-9/2013

Associate – Public Finance Department – Represented hospitals, healthcare facilities and continuing care retirement communities as borrower's counsel. Represented state authorities and agencies, county authorities, counties and municipalities as bond counsel. Represented banks as trustee’s, lender’s and letter of credit bank’s counsel. Represented investment banks as underwriter’s counsel. Responsibilities included managing transactions and coordinating large-scale bond programs, negotiating and drafting trust indentures, bond resolutions, loan agreements, reimbursement agreements, escrow deposit agreements, bond agreements, bond purchase agreements, mortgages, official statements, offering memoranda, resolutions, bond ordinances and opinions, analyzing and interpreting complex bond acts and laws, appropriations legislation, environmental issues and tax-related issues. Bond issues included revenue and mortgage bonds for healthcare facilities projects, economic development projects, bonds for wastewater infrastructure projects, revenue and mortgage bonds for school projects, general and special obligation bonds for general purpose public projects. Representation also included providing advice on corporate issues relating to private corporate borrowers and conducting due diligence on private corporate borrowers.

WOLFF & SAMSON, P.A. – Roseland, NJ, 8/2001- 6/2003

Associate – Corporate Department – Represented companies in mergers and acquisitions. Responsibilities included negotiating and drafting asset and stock purchase agreements, bills of sale, assignment and assumption agreements, notes, security agreements, guaranties, escrow agreements, stockholders’ agreements, restricted stock agreements, registration rights agreements, employment agreements and legal opinions. Provided general corporate representation to companies, including advising on and drafting agreements for divestiture of assets, LLC operating agreements, co-development and joint venture agreements, letters of intent and term sheets. Supervised junior associates responsible for due diligence, drafting corporate resolutions, affidavits, estoppel agreements and similar documents. Assisted in drafting official statements and operative documents in public finance transactions.

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GKB CONSULTING, INC. – South Orange, NJ, 10/2000 - 8/2001

Co-Founder, Vice President – Co-founded and managed construction management consulting business representing owners of construction projects throughout all phases of construction. Provided construction project consulting focused on corporate and contract issues, prepared factual claim analyses for use in dispute resolution, reviewed and revised owner-contractor and owner-architect agreements, drew conceptual sketches for design changes, drafted proposals, produced marketing materials.

LOWENSTEIN SANDLER, PC – Roseland, NJ, 9/1997 - 10/2000

Associate – Corporate Department – Represented companies in securities matters, including initial public offerings, secondary offerings, annual securities filings, private placements and venture capital transactions. Responsibilities included conducting due diligence, drafting sections of registration statements and 10K’s, sections of stock purchase agreements, stockholders’ agreements, registration rights agreements, warrants, employment and non-competition agreements. Researched and oversaw preparation of Blue Sky compliance documents. Represented companies in mergers and acquisitions, including conducting due diligence, drafting sections of asset acquisition agreements, bills of sale, assignment and assumption agreements, trademark assignment agreements, technology license agreements and toll processing agreements. Provided general corporate representation, including drafting corporation and LLC formation documents, LLC operating agreements, maintaining on-going corporate records, drafting employment agreements, letters of intent, letter agreements, as well as general contract forms. Provided representation on anti-trust matters, including preparing HSR filings and a response to an FTC Second Request. Provided representation on trademark matters, including preparing trademark applications and drafting appeals to PTO denials of trademark registration.

EDUCATION

RUTGERS UNIVERSITY SCHOOL OF LAW, Newark, NJ

J.D., May 1997, GPA - 3.57/4.00 Honors and Awards: Notes & Comments Editor (1996/97)/Associate Editor (1995/96) - Rutgers Computer &

Technology Law Journal; Legal Research & Writing Instructor (1996/97)Activities: Chair (1996/97) - Intellectual Property Law Society; President (1995/96)/Member (1994/95) -

International Law Society

RUTGERS UNIVERSITY, RUTGERS COLLEGE, New Brunswick, New Jersey

B.A. magna cum laude, Political Science/French, June 1994 – GPA - 3.81/4.00Honors and Awards: Phi Beta Kappa - Academic National Honor Society; Phi Sigma Alpha - Political

Science National Honor Society; Phi Sigma Iota - Foreign Language National Honor Society; Truman Scholarship Nominee

Activities: Member - Rutgers College Pre-Law Society

EAGLETON INSTITUTE FOR POLITICS, New Brunswick, NJ

Undergraduate Associate, 1/1993 – 6/1994

BAR ADMISSIONS

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NEW JERSEY AND NEW YORK

LANGUAGES

Ukrainian - FluentRussian and French - Proficient