UnitedHealth in connection with its acquisition of Surgical Care Affiliates

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1 Michael K. Reilly Partner Mr. Reilly's practice involves counseling Delaware corporations on corporate law and governance issues arising in both routine operations and extraordinary transactions. He counsels Delaware corporations in connection with transactions such as mergers and acquisitions, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations and dissolutions. Mike advises directors, officers and board committees with respect to their fiduciary duties under Delaware law and provides written legal opinions regarding all aspects of the General Corporation Law of the State of Delaware and the governance of Delaware corporations. Mike has authored a number of published articles on a broad range of corporate issues. In addition, Mike has served as a speaker on Delaware corporate law issues in a number of forums, including continuing legal education programs. REPRESENTATIVE MATTERS Regal Entertainment Group in connection with its acquisition by Cineworld Group PLC Liberty Interactive in its acquisition of HSN Liberty Interactive in its acquisition of General Communication UnitedHealth in connection with its acquisition of Surgical Care Affiliates Intercontinental Exchange in connection with its acquisition of Interactive Data Corporation Liberty Interactive in connection with its acquisition of zulily Google in connection with its corporate reorganization to form its new holding company, Alphabet Liberty Broadband in connection with the proposed acquisition of Time Warner Cable by Charter Communications Intercontinental Exchange in connection with its proposed acquisition of NYSE Euronext Board of Directors of NRG Energy in connection with its merger with GenOn Energy Google in connection with its recapitalization to authorize and issue a new class of non-voting common stock Intercontinental Exchange in connection with its joint bid with Nasdaq for NYSE EuroNext Wilmington Hercules Plaza 1313 North Market Street, 6th Floor P.O. Box 951 Wilmington, Delaware T: F: mreilly@potteranderson.com EDUCATION Cornell Law School, J.D., 1998; Cornell Law Review, Villanova University, B.A., summa cum laude, 1995; Phi Beta Kappa; Phi Kappa Phi; Pi Sigma Alpha; Phi Alpha Theta BAR & COURT ADMISSIONS Delaware, 1998 United States District Court for the District of Delaware PRACTICE AREAS Corporate Counseling Corporate Counseling & Governance Corporate Law Mergers, Acquisitions & Divestitures PROFESSIONAL ACTIVITIES AND HONORS Delaware State Bar Association American Bar Association Business Law Section: Member, Mergers and Acquisitions Committee Member, Editorial Board of Business Law Today Recognized by The Best Lawyers in America 2017 in the

2 Special Committee of the Board of Directors of The Mosaic Company in a transaction involving the split-off of the majority stake of Cargill, Inc. area of Corporate Law Special Committee of the Board of Directors of McMoRan Exploration Co.in connection with a private issuance of $900 million in convertible securities Continental Airlines in its merger with United Airlines Board of Directors of NRG Energy in connection with Exelon's unsolicited tender offer Liberty Media Corporation in connection with the combination of DirectTV and Liberty Entertainment Liberty Media in connection with the proposed merger of Live Nation and Ticketmaster Entertainment and in connection with a transaction involving Sirius XM Radio Green Courte Partners in connection with its acquisition of American Land Lease USIS in connection with its acquisition by HireRight Visa International in connection with its restructuring and IPO T-Mobile in connection with its acquisition of SunCom Wireless Intercontinental Exchange in connection with its bid for The Chicago Board of Trade Morgan Stanley in connection with its spin-off of Discover Financial Services Walter Industries, Inc. in connection with the IPO of Mueller Water Products, Inc. Cadbury Schweppes in its acquisition of the Dr. Pepper/Seven Up Bottling Group ifilm in its acquisition by Viacom PUBLICATIONS The First Block in the Chain: Proposed Amendments to the DGCL Pave the Way for Distributed Ledgers and Beyond The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 16, 2017 Cash/Stock Election Mergers: Recent Noteworthy Delaware Decisions November 4, 2011 Court of Chancery Provides Guidance on Top-Up Options Delaware Business Court Insider, March 30, 2011 Post-Closing Earnouts in M&A Transactions: Avoiding Common Disputes February 1, 2011

3 Closing Adjustment Provisions in M&A Transactions: Avoiding Common Disputes August 1, 2010 In re John Q. Hammons Hotels, Inc.: A New Roadmap for Conflict Transactions? December 10, Developments in Delaware Corporate Law September 1, 2009 An M&A Lawyer's Guide to the DGCL Amendments April 17, 2009 The Disclosure of Projections Under Delaware Law April 1, 2009 Negotiate With Care: Recent Delaware Developments Relating to Indemnification and Advancement August 7, 2008 The Metropolitan Corporate Counsel Interview: The Last Word on Disclosure of Projections Under Delaware Law Michael B. Tumas, Michael K. Reilly, June 10, 2008 Rethinking The Blasius Standard of Review: The Implications of Mercier v. Inter-Tel (Delaware), Inc. April 4, 2008 Buyer Beware: The Fiduciary Duties of a Buyer's Board March 1, 2008 Special Committees: A Primer April 27, 2007 The Practice Corner: Special Committees April 1, 2007 Delaware Court of Chancery Delays Vote on CVS/Caremark Merger March 27, Developments in Delaware Corporate Law March 1, 2007 PNB Holding: Majority-of-the-Minority Clarified October 1, 2006 A Ripple or a Wave: Hedge Fund Litigation in Delaware September 6, 2006 Disney for Deal Lawyers Deal Points, Spring 2006 Court of Chancery Issues Significant Decision on Special Committee Process January 1, 2006 Clarity or Confusion: The 2005 Amendment to Section 271 of the Delaware General Corporation Law November 1, 2005

4 A Note of Caution: Adopting a Rights Plan Against a Controlling Stockholder August 1, 2005 The Role of Delaware Counsel in Responding to Shareholder Proposals December 1, 2004 Stockholder Voting and Subsidiary Asset Sales After Hollinger October 1, 2004 Jones Apparel: Eliminating Board Discretion by Charter Provision August 1, 2004 The Post-Agreement Market Check Revisited March 1, 2004 RECENT NEWS Potter Anderson Advises CommerceHub on $1.1 Billion Deal March 6, 2018 Potter Anderson Advises Regal in $3.6 Billion Merger With Cineworld December 5, Potter Anderson Attorneys Named as "The Best Lawyers in America" for 2018 August 15, 2017 Potter Anderson Advises Liberty Interactive in $2.1 Billion Acquisition of HSN July 6, 2017 Potter Anderson Advises Liberty Interactive in $1.12 Billion Acquisition of General Communication April 4, 2017 Potter Anderson Advises UnitedHealth in $2.3 Billion Acquisition of Surgical Care Affiliates January 9, 2017 Three Potter Anderson Attorneys Named Lawyers of the Year and 21 Attorneys Named as "the Best Lawyers in America" for 2017 August 15, 2016 Potter Anderson Represents Intercontinental Exchange in $5.2 Billion Deal October 26, 2015 Potter Anderson Represents Liberty Interactive in $2.4 Billion Deal August 18, 2015 Potter Anderson Represents Google in Corporate Reorganization August 14, 2015 Potter Anderson Serves as Counsel In Connection With $78.7 Billion Acquisition of Time Warner Cable May 28, 2015

5 Liberty Media Named Colorado In-House Legal Department of the Year: Outside-Counsel Management; Recognizes Firm National Law Journal, April 14, 2014 Potter Anderson Serves as Counsel to ICE in $8.2 Billion Agreement to Acquire the New York Stock Exchange December 20, 2012 Potter Anderson Represents Special Committee of Mosaic in Split-off of Cargill Stake January 19, 2011 Potter Anderson & Corroon Advises McMoRan Special Committee September 24, 2010 RECENT EVENTS & SPEAKING ENGAGEMENTS Kelly, O Toole and Reilly to Discuss Blockchain in M&A September 18, 2018 Morton and Reilly Discuss Blockchain Technology and Proposed Amendments to the DGCL April 8, 2017