Professional Background

Current

General Counsel:

Anthony Palazzo is the General Counsel for Carlyle Entertainment LTD (CSE: OLG), Toronto, CAN, Carlyle Payments, LLC (New Jersey, USA) & Carlyle Interactive LTD (London, UK). Herein, the aforementioned together are referred to as “Carlyle”. His extensive professional background includes banking and creditors legal counsel, mergers & acquisitions, information technology, real estate & resort development, governmental compliance as well as domestic and international litigation supervision.

Company Business:

Carlyle owns and maintains legal and licensed interactive software-based games of chance, focused on fully commercializing its online casino and sports book to become the premier interactive gaming and entertainment provider for regulated markets. Through its development of the Global Multi-Player Software Platform, which was coded specifically for use in the online casino and sports book markets, Carlyle has developed a unique platform that allows the Company to offer a diverse array of online casino games as well as robust card games that are easy-to-use and quick-to-play Internet Casino Websites www.betcarlyle.com and www.carlylegaming.com. Through its wholly owned subsidiaries, Carlyle operates an established Online Gaming and Sports book entertainment business in the United Kingdom and is a premier credit card clearing facility for numerous New Jersey Online Gaming sites consistent with its service agreements with Atlantic City Casinos.

Company Duties:

Upon direction of Carlyle’s CEO, Sandy J. Masselli, Jr., a legendary pioneer of the current Online Gaming industry, the General Counsel is directly responsible for supervising and advising the public company and its wholly owned subsidiaries in all areas including: assistance in mergers & acquisitions, joint venture and related business and transactional documentation, preparation of employment, non-compete and confidentiality agreement for employees and independent contractors, protecting Subsidiary Companies from internal and external liability, including theft, forgery and copyright infringement. Drafting specialized service agreements, software and web based licensing agreements, sales and marketing agreements and any other documents as they relate to OLG and subsidiary business lines. Duties also include substantial subsidiary litigation oversight.

Current Academic & Educational Activity:

Anthony Palazzo is a Clinical Specialist in the Accounting and Finance Department of the Feliciano School of Business with Montclair State University, Montclair, NJ.  www.anthonypalazzomsu.com

Prior to the current position, Mr. Palazzo was an Adjunct Instructor and Adjunct Professor at New York University’s Schack Institute of Real Estate. From 2005 to 2010 and 2015, he taught courses in the Master of Science Program and the School of Continuing and Professional Studies as well as courses including The Real Estate Development Process, Sourcing and Structuring Development Deals and Analyzing and Buying Distressed Real Estate and Debt, including a very unique Fall 2015 Guest Speaker Symposium: Opportunities & Deal Structures in the Post Crisis Capital Market. All courses and the Speaker Symposium offered actual case studies and guest speakers from well-known private and public Companies, Banks, Opportunity Funds and REIT’s throughout the U.S.  www.anthonypalazzonyu.com

Current Affiliation and Pro-Bono Activity:

Member: Association of Corporate Counsel (ACC); a professional association serving the business interests of General Counsels and the attorneys who practice in the legal departments of corporations, associations and other private-sector organizations around the world. Although there are approximately 1,225,452 licensed attorneys in the United States, there are only 34,000 in-house counsel World-wide. www.acc.com

Prior Professional Experience

General Counsel - Litigation:

Prior to joining Carlyle, Mr. Palazzo was General Counsel - Litigation for Eli Global, LLC, an international information and financial services group with over with $5 billion in assets across a broad range of products and services including: life insurance and annuities, financial services, dental insurance, electronic medical records, practice management systems, certifications, training, market research, advertising, information services, and revenue cycle management. Over a four year period, reporting directly to the CEO, Mr. Palazzo’s duties expanded beyond litigation to counseling Presidents of the Subsidiary Companies in all areas including: assistance in Mergers & Acquisitions, Compliance, Employment and dispute resolution, drafting Subsidiary business Service Agreements, Software and Web based Licensing Agreements, Sales and Marketing Agreements, supervision of an Intellectual Property portfolio of over 350 USPTO filed Trademarks, handling employee litigation and disputes as well as direct legal oversight of out-side litigation counsel in all 48 States and corresponding Federal Courts throughout the United States as well as many International jurisdictions.   www.eliglobal.com

Partner and Legal Counsel:

First Fidelity Land Company (“FFLC”) is a private real estate development and construction business specializing in the acquisition, construction, and renovation of distressed and value creative residential and commercial properties. Mr. Palazzo oversaw all legal duties as well as land use and zoning issues, construction; financing, marketing and leasing activities for the company and over a nine-year period successfully developed, renovated and rejuvenated over 1 million square feet of retail space and over 50 units of residential housing. FFLC currently owns and operates Garden State Community Bank Plaza,  www.gscbplaza.com

Director and Legal Counsel:

Mack-Cali Realty Corporation (NYSE-CLI) is a $4 billion REIT which operates over 400 Class A Office buildings and Office complexes. Mr. Palazzo managed and supervised the acquisitions and disposition of over $100 million in Class A Office and Industrial properties. www.mack-cali.com

Director and Legal Counsel:

Ocwen (NYSE-OCN) is a $2.5 billion equity and financing holding company which formed the first hybrid equity and financing national REIT – Ocwen Asset Investment Corporation – (NASDAC: OAIC). The REIT operated various business lines including joint venture debt and equity arrangements as well as purchase and sale of CMBS Bonds. The REIT was active in the purchase of distressed properties of all types and completed numerous complex financing arrangements and mezzanine loans and completed over of $300M debt and equity transactions. He was the point person for all due diligence and negotiated the complex joint venture acquisition and formation of an UPREIT The joint venture involved a $185 million portfolio of 10 distressed retail and mixed-use shopping centers located in NJ, VA, MD, OH, IL, GA, SC & FL. He also supervised the sale of a $450 million portfolio of non-performing and performing construction loans. Mr. Palazzo was the only Director to engage in both business and legal activity for the acquisitions department. www.ocn.com

Associate General Counsel:

Statewide Bancorp, N.A., a $4 billion dollar bank holding company, where Anthony Palazzo began his career as an Associate General Counsel. He specialized in complex commercial litigation, business transactions, commercial and residential lending, construction draw documentation, collection and compliance. During his tenure he was part of the merger and acquisition of a federally charted bank as well as a state chartered bank. He was also responsible for supervising and consulting over 80 residential and commercial loan officers in 40 branches and acted as lender’s counsel for the Bank’s finance and construction loans of over $500 million dollars in multi-family housing, retail shopping center, office building and office park, senior and age restricted developments, light industrial and hospitality and hotel development.

Education

B.A. in Economics from Franklin & Marshall College, Lancaster, Pennsylvania;

J.D. from Boston University School of Law, Boston, Massachusetts.