NATHAN D. SIMMONS, ESQ.

467 West 1875 South #A103 303-818-1573Bountiful, Utah 84010 ndsimmons@mac.comCurrent Position: General Counsel

Alpine Securities Corporation

Salt Lake City, Utah

Self-Clearing Broker Dealer; Also a Clearing Firm for Multiple Introducing Brokerage/ Correspondent Firms

NOTE: Education, Selected Achievements, Professional Credentials and Career History are set forth below.

Narrative of Legal, Operational and Business Expertise and Experience:

Securities –Public and private securities reporting and compliance; registrations statements, public offerings, and private placements, involving various types of securities, including stock, debt instruments, asset-backed securities, convertible preferred stock and debt, options and warrants; planning and structuring of transactions, and drafting documents for various types of securities, including regulatory filings; working with regulatory agencies and SRO’s in connection with foregoing types of legal services.

General Counsel at Broker-Dealer – Supervision and management of legal staff and outside counsel for various matters; analysis and attention to regulatory matters, including providing legal analysis and advice on various issues, compliance, ongoing operations, and particularized review and due diligence for transactions, including start-up and micro-cap companies; supervision of legal staff; anti-money laundering reviews; provisions of legal analysis and research, preparation of legal documents; guidance in response to various matters; addressing issues raised by management, brokers and other company personnel, as well as regulatory personnel, outside counsel and other third parties; resolution of issues and providing documentation and information in connection with examinations, audits and requests from regulatory and other outside parties; conducting internal investigations and review in response to various legal and business matters; providing advice on various legal matters, in particular specific to broker-dealer and other securities business functions.

Corporate and Other Business Entities – Financing techniques and entity governance, including advice and assistance to boards of directors, senior management and other personnel in connection with formal and informal entity actions and resolutions, structuring executive compensation, mandatory public and private reporting, disclosures and compliance; for corporations and other types of entities; reorganizations and restructurings, mergers & acquisitions, public company reporting requirements, and other securities matters and transactions and other major transactions by public and non-public companies.

Other Business and Commercial Law – Planning and conducting internal investigations; representing clients in regulatory investigations, business planning, regulatory compliance, internal and external audits, preparation of policies and procedures for various purposes, and multiple types of contracts and attention to legal and business issues.

Commercial Litigation and Arbitration – Principal attorney responsible for, various commercial lawsuits and arbitrations, including contractual and business disputes and securities litigation and arbitration.

Business Transactions – Structuring and managing various types of business transactions and contracts, often complex in nature involving multiple parties, in connection with and in addition to securities, mergers and acquisitions, and other types of experience set forth above.

Other Legal and Professional Experience/Observations : Experience also in government contracts, bankruptcy, asset-backed securities, and taxation; have had substantial legal experience serving various clients (including law firm partnership) and in-house counsel positions; also have experience in public accounting (license currently inactive) and in accounting/managerial positions with various companies.

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EDUCATION

Law School -- Juris Doctorate: University of Denver, College of Law, Denver, Colorado, Rank: first among Evening Division graduates for academic year.

Bachelor of Science in Accounting: Brigham Young University; Summa Cum Laude

SELECTED ACHIEVEMENTS

Instrumental in bringing internal investigations on equity compensation, internal controls and regulatory compliance and other matters to successful conclusions, including directly working with senior management, boards of directors, in-house and outside counsel, and independent auditors, preparing reports, analyses and SEC reports and other filings, developing best practices and resolving issues concerning corporate governance and legal compliance.

Represented securities broker-dealer in audit and regulatory proceedings by National Association of Securities Dealers (now known as FINRA). Assessed and responded to findings by NASD auditor, including revising portions of the policy and procedure manual, assisting with implementation of corrective actions, and negotiating a settlement agreement. Result: All issues resolved with short-term suspensions and fines negotiated to less than half of what NASD originally sought.

Instrumental in exoneration of a major defense contractor in connection with adverse findings by Defense Contract Audit Agency. Assessed “most favored nation” regulations, located and analyzed of cost and pricing data, and developed analysis through electronic spreadsheets that graphically demonstrated that the lowest parts prices were provided for the government. Result: Most of the adverse findings, including dollar assessments originally sought by the DCAA, were reversed, to a small fraction of the dollar amount initially sought in favor of the client.

Represented a CPA firm and its accountants in enforcement action by the SEC. Prepared an analysis of audit work performed, worked with accounting and auditing expert, including assisting in drafting of the report, assessed applicable accounting and auditing standards and negotiated settlement agreements. Result: Suspensions were years less and fines were avoided or reduced to only a fraction of amounts originally sought.

Conducted an internal investigation to respond to allegations of misconduct and accounting irregularities by employees against a large public company. Analyzed accounting and organizational structures, conducted and documented interviews, analyzed data, developed findings and prepared report to board of directors. Result: Completed investigation on-time and under budget within a short timeframe, demonstrating that the allegations were groundless.

Responsible for preparations for annual meeting of a large public corporation following a lengthy investigation, including the proxy statement, final resolution of issues concerning investigation, and required public disclosures.

Lead issuer’s counsel responsible for equipment lease securitization. Supervised and orchestrated activities of working group in multiple professional, legal and investment areas; resolved multiple legal issues, developed working plans and drafted complex documents. Result: $50M financing completed.

Represented plaintiff in securities arbitration based on non-consensual sale of stock to meet margin call. Assessed facts including review of documents, calculated losses due to broker-dealer actions, prepared demand for arbitration and other documents, and represented client in several days of hearings. Result: Secured arbitration award in the tens of thousands on behalf of the client.

Assisted public company in adoption of shareholder rights plan (commonly referred to as a “poison pill”) as a corporate anti-takeover defense. Determined form and provisions based on then accepted best practices used by large firms and as upheld in decisions of various courts, and prepared the shareholder rights agreement based on needs expressed by the client. Result: Adopted the poison pill plan meeting board of directors’ requirements while avoiding shareholders challenges.

Represented bank holding company in the public issuance of trust preferred securities. Addressed objectives with the client, determined terms and provisions, worked with underwriters

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and prepared and filed offering documents with the SEC and followed through to closing. Result: $10M offering completed.

Played a key role in connection with multiple public and private offerings of securities, including initial and secondary offerings, sophisticated securities (e.g. warrants, rights, conversion features), including mergers and acquisitions. Many of these were multi-million dollar transactions involving underwriters, accountants, financial and investment advisors, and other professionals.

PROFESSIONAL CREDENTIALS AND MEMBERSHIPS

Active Bar License and Member of Colorado, Arizona and Utah BarsInactive member of D.C. Bar

Formerly licensed as CPA (certificate now inactive) in ColoradoAmerican and Colorado Bar Associations

American Institute of Certified Public Accountants

CAREER SUMMARY

General Counsel~Alpine Securities Corporation, Salt Lake City, Utah (February 2014 to present)

~Owner and Attorney at Law

~Simmons Legal Services, LLC, Aurora, Colorado (May 2008 to January 2014)~

Senior Counsel/Consultant~TeleTech Holdings, Inc., Englewood, Colorado (December 2007 to May 2008)

~Partner (Corporate & Securities Dept., in Long-standing, prominent Denver law firm)

~Jones & Keller, P.C., Denver, Colorado (March 1995 to October 2007)~

Associate (prominent Denver law firm)~Brega & Winters, P.C., Denver, Colorado (August 1991 to January 1995)

~Associate (Large D.C. law firm)

~Steptoe & Johnson, Washington, D.C. & Scottsdale, Arizona (March 1988 to July 1991)~

Prior to Legal Career, Positions in Public Accounting and Accounting/Tax/Audit/Management, in multiple types of businesses in multiple industries from

large public companies to small companies

TECHNICAL SKILLS

Proficient in understanding and use of computer and related technology in terms of enhancing productivity of employees and work groups; also proficient in online legal and factual research, using electronic legal research services, electronic filings of public companies and other research tools in order to assess trends and practices in such areas as disclosures by public companies on various issues, policies and enforcement trends of regulatory agencies, and terms of corporate governance documents and material contracts.

2-26-15

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