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Our PhilosophyKRCL practices law based on a simple, yet meaningful philosophy: To build long-term relationships byproviding high-caliber legal representation in a cost effective, client responsive manner.Our combination of large-firm experience and sophistication with smaller-firm agility and efficiencydistinguishes KRCL from its competitors. KRCL caters to clients who demand consistent high-levelperformance - whether during critical stages of project development, high stakes corporate transactions,the stresses of litigation, or the volatility of insolvency. Our devotion to creative legal solutions hasattracted a client base ranging from national and international Fortune 500 companies to medium-sizedpublic and private companies to entrepreneurs.Our ModelAs KRCL advances through its third decade and beyond, the focus remains on what isimportant to clients: Commitment. Performance. Results. These core principals form thebasis of our philosophy – the COMMITMENT to produce high-quality legal workthrough passionate, high-level PERFORMANCE, designed to produce positiveRESULTS.About Kane Russell Coleman LoganKane Russell Coleman Logan is a Texas-based law firm whose full-service practice is international inscope. From its offices in Dallas and Houston, the Firm handles sophisticated real estate, transactional,litigation and insolvency matters throughout the country and abroad. KRCL’s attorneys possess thedepth and diversity of experience necessary to provide a complete spectrum of legal representation.

Practices & IndustriesOur attorneys focus on the most critical business needs of our clients, across a broad spectrum ofpractices and industries. By having in-depth knowledge, our attorneys can ensure that legal work is donewithin the context of the client’s business.Bankruptcy, Insolvency & Creditors’ RightsBusiness & CorporateData Privacy & CybersecurityEmergency ResponseLabor & EmploymentLitigationFinancial ServicesImmigrationIntellectual PropertyOSHAReal EstateTaxPracticesConstructionEnergy, Oil & GasEnvironmentalEsportsManufacturingRailroad & TransportationRetail, Restaurant & HospitalityIndustries

Strategic AlliancesLaw Firm AllianceThe Law Firm Alliance is a strategic alliance of mid-sized law firms that was established to provide legalclients greater access to high quality and cost-effective legal services around the globe. Established in2000, the strength of the Law Firm Alliance’s international network of member firms lies in the combinedexperience of more than 50 firms and 2,500 attorneys throughout North America, South America,Europe and Asia, all with a deep commitment to client service. Through the Law Firm Alliance, memberfirms refer client matters to members in other locales with the knowledge that their client's legal needswill be met with the highest level of quality and service.Commitment to QualityLaw Firm Alliance membership is highly selective and is offered on an invitation-only basis, promisingthat the caliber of firms selected is exceptionally high. Criteria include peer and client recommendations,service offerings, as well as ethical standards held within the firms. Prerequisites of membership includefirms that offer full-service capabilities, the maintenance of substantial corporate and litigation practicesand an outward display of a commitment to client service. In this way, clients of member firms areassured that they have chosen a firm which is amongst the top rated in its geographical area, and thatthey can expect this level of service in those jurisdictions where they may need to do business.KRCL has alliances with law firms throughout the world. The Law Firm Alliance is an alliance of 50 firms and over 2,500 attorneys throughout the U.S., Canada, Mexico and the European Union. Working together with well-respected firms, KRCL can tap into legal resources around the globe.

AccoladesKane Russell Coleman Logan is made up of exceptional lawyers. Several lawyers have been certified bythe Texas Board of Legal Specialization in their areas of practice. They frequently publish articles in legal periodicals and make presentations on current legal issues. Recent honors and recognition receivedinclude:Diversity & InclusionWe value a wide variety of viewpoints atKane Russell Coleman Logan. We embrace differentinterests, diverse backgrounds and unique experiences. The more we hear, the more we grow. Commitmentstarts at the top and we are committed to continuallymoving the needle forward.Visit Our BlogsEnergy Law TodayFraming IssuesInsolvency InsightsLaw in the WorkplaceRetail, Restaurant & Hospitality LawThe Law of BankingTrains, Trucks & the Law

Creditors’ rightsInsolvencyPre-bankruptcy workoutsDebt restructuringBankruptcy trial proceedings (voluntary and involuntary)Acquisition of distressed debt and assetsBankruptcy-related litigationKRCL has a nationally recognized bankruptcy practice that is well-known for its capabilities andexperience in assertively representing parties in complicated corporate bankruptcy cases.For example, KRCL has represented 40 Creditor Committees in 19 states. KRCL attorneys havedecades of experience in the representation of every different type of party and constituency inout of court workouts and bankruptcy case including creditors’ committees, debtors, lenders,trustees, and creditors. Clients praise the firm’s bankruptcy attorneys for “extraordinary attentionto the client,” which has earned the KRCL bankruptcy practice a highly selective ranking fromChambers and Partners USA.Bankruptcy services include:With a proven track record, KRCL is often called upon to appear for our clients in numerous high-stakes workout, restructuring and bankruptcy matters. Our attorneys negotiate with finesse, buildconsensus and creatively solve problems on behalf of clients. With a solid understanding of whatit takes to effectively resolve troubled managing member/member, borrower/lender anddebtor/creditor relationships, we work closely with each client to achieve results in what is oftenan extremely hostile, complex and litigious environment.In addition to Debtor and Committee representation, significant clients include:Dallas / Houston / krcl.comBankruptcy, Insolvency & Creditors' Rights

AASA Aftermarket Volume GroupPentair Corp.ResMed CorpCNH Capital AmericaAcushnet CompanyAll Smiles Dental CareRegions BankCH RobinsonDonaldson CompanyPartnership management/funding disputesConstruction stoppagesBorrower/lender workouts and restructuringsCollectionsForeclosuresBankruptcy and creditor’s rightsPrepackaged bankruptciesReceiverships and trusteeshipsEnvironmental remediationDue diligence in connection with portfolio acquisition and disposition transactionsFidelity bondsLiquidation of failed insured depository institutionsCommercial and other litigation, including director and officer liabilityLitigation, accountant liability litigation, legal and other professionalDistressed AssetsKRCL built its law firm on the tail-end of the S&L Crisis. Our lawyers have served as counselfor the developers, owners, banks, FDIC, RTC, FSLIC, bridge banks, acquirers of distressedassets and loans, professionals and other constituents. With the advent of the currentliquidity crisis, the Firm has established a Distressed Assets Group, which draws from adeep bench of transactional, regulatory, litigation and insolvency lawyers who practice withthe Firm’s Real Estate, Financial Services, Litigation and Insolvency & Creditor RightsPractice Groups.We are currently representing and advising clients on a myriad of issues ranging fromsimple deposit insurance protocol to complex litigation on behalf of acquirers of distressedassets. Our focus includes:Dallas / Houston / krcl.com

Malpractice litigation, and lender liability litigationWith a proven track record, KRCL is often called upon to appear for our clients in numeroushigh-stakes workout, restructuring and bankruptcy matters. Our attorneys negotiate withfinesse, build consensus and creatively solve problems on behalf of clients. With a solidunderstanding of what it takes to effectively resolve troubled managing member/member,borrower/lender and debtor/creditor relationships, KRCL works closely with its clients toachieve their goals.Dallas / Houston / krcl.com

General corporate mattersEntity formation and restructuringState and federal compliance and corporate filingsCorporate tax planningFormation of appropriate legal entitiesAsset transfersSuccession planningMergers and acquisitionsCorporate finance and refinanceSecurities law reporting & complianceRestructuring, reorganization, and asset liquidationCyber security considerations in transactionsAt Kane Russell Coleman Logan we’re here to provide you with insightful counsel and legaladvice, helping you with every aspect of managing a successful business.Our goal is to build the kind of long-term relationships with in-house counsel, corporateexecutives, and business owners that allow us to anticipate their legal needs and minimize risk.Our attorneys bring deep experience to the most complex corporate transactions and regularlyassist clients in such matters as:Unlike many firms that pass business clients from hand to hand to address diverse legal issues,our business transactional attorneys are experienced and skilled in multiple disciplines. Thus, if amerger or acquisition has tax implications, chances are the same attorney can advise on both thetransaction itself and on tax. Whether it is securities reporting, restructuring, asset transfers, orother transactions, we make every effort to provide clients with the economy and efficiency thatcross-pollination of experience in multiple areas can provide.Dallas / Houston / krcl.comBusiness & Corporate

Serving as Outside General CounselBecause of the full range of business and corporate legal services we offer, clients withoutinternal legal departments often call upon our firm to serve in the role of external generalcounsel, freeing their executives and employees to grow their business and serve theircustomers while we assure that their legal needs are met.Dallas / Houston / krcl.com

Represented equity owners in connection with the sale of a controlling interest in a group of US, UK, and Canadian specialty manufacturing companies valued at $240,000,000.Represented equity owners in connection with the sale of a natural stone and tile distribution company valued at approximately $55,000,000 (including deferred purchase price).Represented Canadian food products company in connection with $22,500,000 cross- border acquisition of U.S. growing and production operations and related $100,000,000 CAD financing.Represented customs brokerage firm in connection with $75,000,000 disposition of U.S. and Mexican companies.Represented plywood door distributor in connection with $30,000,000 disposition of assets.Represented portfolio companies of private equity firms in connection with the disposition of approximately $100,000,000 of oil and gas assets and the acquisition of an oilfield services and manufacturing company.Represented companies in connection with various acquisition and disposition transactions and general corporate counsel.Represented administrative agent in connection with $95,000,000 syndicated credit facility to private equity sponsored developer of natural gas and fiber optic distribution systems.Represented administrative agent in connection with syndicated credit facilities totaling approximately $50,000,000 to private equity aggregator of single-family residences.Represented administrative agent in connection with $100,000,000 syndicated credit facility to private equity sponsored developer of natural gas distribution systems.Mergers and Acquisitions/CorporateFinanceDallas / Houston / krcl.comRepresentative Matters

Represented administrative agent in connection with $95,000,000 credit facility usedby private equity sponsored company to acquire cell tower, billboard and solar leasesand easements and other income-producing assets.Represented private equity sponsored oil and gas production company in connectionwith its acquisition of a $500,000,000 credit facility.Represented financial institution in connection with a $50,000,000 revolving creditfacility to fund projects and investments of a family office.Represented financial institution in connection with a $50,000,000 revolving, asset-based credit facility used for working capital.Represented financial institution in connection with $43,000,000 senior debt financingfor the acquisition and development of multi-family housing and negotiation of inter-creditor agreement with mezzanine lender.Represented company in connection with its acquisition of $35,000,000 working capitalrevolving credit facility.Represented private equity firm in connection with various loans primarily secured byreal estate.Represented financial institutions in connection with the workout of distressed realestate and asset-based lending loans, including syndicated credit facilities involvingborrowers in various industries.Represented foreign conglomerate in connection with separate transactions involvingthe $110,000,000 and $65,000,000 acquisitions of national franchise hotels inCalifornia and the $65,000,000 disposition of a national franchise hotel in California.Represented clients in connection with various real estate finance, acquisition, anddisposition transactions.Represented foreign conglomerate in connection with separate transactions involvingthe $110,000,000 and $65,000,000 acquisitions of national franchise hotels inCalifornia and the $65,000,000 disposition of a national franchise hotel in California.Represented clients in connection with various real estate finance, acquisition, anddisposition transactions.Real EstateDallas / Houston / krcl.comRepresentative Matters

$630,000,000 acquisition by a European client of control of three office buildings, twoin Chicago and one in New York City, each consisting of approximately 1,000,000square feet in a transaction reported in The Wall Street Journal as one of the largestU.S. real property investments by an off-shore investor.Over $500,000,000 mortgage loan by a major U.S. bank to finance a leveraged buy-outof seven major shopping centers in four states by an offshore investment group.$350,000,000 senior debt/mezzanine debt/equity financing of the development of amixed-use real estate project in Dallas.$210,000,000 mortgage loan secured by thirty-one separate apartment complexeslocated in two states.$200,000,000 mortgage loan on multiple tower mixed-use high rise project in Dallas,Texas.$160,000,000 investment by a foreign financial institution in a development jointventure with respect to the renovation of a major New York City commercial property.Over $100,000,000 of office, retail, hotel and residential properties purchased in overtwelve states for a real estate fund’s national acquisition program.Over $80,000,000 mortgage loan covering numerous apartment complexes in Houston,Texas.$65,000,000 mortgage loan on a commercial office park on Long Island, New York.$60,000,000 working capital loan for US/Taiwan high-tech manufacturer.$20,000,000 working capital loan for US manufacturer.$23,000,000 mortgage borrowing for an office building located in New York City.$14,000,000 acquisition and debt restructuring of an oil refinery in Arkansas.Negotiation of a joint venture and related agreements for the acquisition by foreigninvestors of the 2 million square foot (three towers) Southland Center in Dallas, Texas.Represented a REIT in purchasing and selling shopping centers throughout the nation.Handled numerous commercial office lease transactions for foreign and domestictenants and landlords.Created and negotiated numerous limited liability companies, joint ventures,partnerships and corporations.Represent various lenders and borrowers in real estate loan work-outs, pre-packagedbankruptcies, deed-in-lieu transactions and partnership and joint venture restructuringsthroughout the United States.Dallas / Houston / krcl.comRepresentative Matters

$220,000,000 construction loan for American Airlines Center, home to the DallasMavericks NBA basketball team and the Dallas Stars NHL hockey team.$170,000,000 construction loan for SBC Park, home to the San Francisco Giants MLBbaseball team.$156,000,000 construction loan for Petco Park, home to the San Diego Padres MLBbaseball team.Represented International Speedway Corporation, as developer, in negotiating the landacquisition and construction of a major new NASCAR Raceway and surroundingcommercial development in the New York-New Jersey-Connecticut area.Represented the City of Harrison, New Jersey in negotiating the lease and constructionof the $100,000,000 MetroStars Soccer Stadium and the $2 billion commercialdevelopment surrounding the stadium, home to the New York MetroStars MLS soccerteam.$70,000,000 construction loan for Freemen’s Wharf Stadium (Leicester City, England),home to the Leicester City Football Club, a U.K. Premier League football (soccer) club.Representing the City of Fort Worth, Texas in negotiating potential tax abatementsand/or refunds in connection with the 200,000 seat Texas Motor Speedway forNASCAR Champion Series Races$730,000,000 sale of more than 30 major hotels in the United States by a Hong Konggroup.$105,000,000 acquisition and privatization of the UN Plaza Hotel from the City of NewYork by a foreign hotel company.Represented a fund which purchases portfolios of hotels throughout the United States.Represented a major Japanese entity in a joint venture for the construction andoperation of a $100,000,000 hotel in Atlanta, Georgia.$81,000,000 acquisition by a Japanese entity of a partnership interest in a majorWashington, D.C. hotel.Stadiums and ArenasHotel TransactionsDallas / Houston / krcl.comRepresentative Matters

Sale of $100,000,000 hotel in Atlanta, Georgia.$105,000,000 mortgage borrowing for hotel located in New York City.Represent hotel acquisition and management groups in purchasing hotels throughoutAmerica and negotiating franchise and management agreements.Represented a securitized lender in making hotel construction loans throughout the U.SRepresented Citibank N.A. in developing its national mortgage loan conduit program forsecuritization and closed over $200,000,000 of mortgage loans in over twenty-fivestates for securitization.Represented Deutsche Morgan Grenfell in its mortgage loan conduit program forsecuritization closing numerous loans in various states.Represented Prime Capital Funding in originating over $100,000,000 worth ofsecuritizable mortgage loans which primarily focused on construction and permanentfinancing for hotels.Represented Texas borrower in multiple portfolio financings for securitized constructionand permanent loans for properties throughout the southwest.Represented numerous borrowers in major single property financings for specializedsecuritization portfolios.Represented 62 different lending institutions, with properties located in 29 states, andCitibank N.A. in purchasing approximately 350 mortgage loans from the FDIC, having anaggregate unpaid principal balance of approximately $138,000,000.Represented Citibank N.A. in purchasing approximately 42 mortgage loans from a largesavings and loan association with properties located in over two dozen states andhaving an aggregate unpaid principal balance of approximately $119,000,000.Represented Citibank N.A. in acquiring and transferring to the securitization trusteeover $200,000,000 in mortgage loans secured by properties located throughout theUnited States.Represented Citibank N.A. in transferring to the securitization trustee over$175,000,000 in mortgage loans secured by properties located throughout the UnitedStates.Loan Portfolio Acquisitions and SecuritizationsDallas / Houston / krcl.comRepresentative Matters

Represented Internationale Nederlanden Group Bank (ING Bank) in sellingapproximately 25 mortgage loans to a large private investment bank with an aggregateunpaid principal balance of over $50,000,000.Represented Citibank N.A. in purchasing approximately 18 mortgage loans from a largeprivate bank with properties located in various southwestern states and having anaggregate unpaid principal balance of approximately $50,000,000.Represented ING Bank in purchasing approximately 50 mortgage loans from a largeCanadian financial institution with properties located throughout Canada and having anaggregate unpaid principal balance of approximately $50,000,000.Represented Citibank N.A. in purchasing approximately 35 mortgage loans from a largeprivate bank and having an aggregate unpaid principal balance of approximately$35,000,000.Represented ING Bank in purchasing approximately 32 mortgage loans from a largeprivate bank with properties located throughout the south and southwest and having anaggregate unpaid principal balance of approximately $33,000,000.Represented Citibank N.A. in purchasing approximately 30 mortgage loans from theRTC with properties located in the southwest and having an aggregate unpaid principalbalance of approximately $30,000,000.Represented ING Bank in purchasing approximately 30 mortgage loans from a largeCanadian financial institution with properties located throughout Canada and having anaggregate unpaid principal balance of approximately $30,000,000.Represented Citibank N.A. in purchasing approximately 30 mortgage loans from theRTC with an aggregate unpaid principal balance of approximately $25,000,000.Represented ING Bank in purchasing approximately 15 mortgage loans purchased froma large savings and loan association with properties located along the eastern seaboardand having an aggregate unpaid principal balance of approximately $25,000,000.Represented Citibank N.A. in purchasing approximately 6 mortgage loans from a largeprivate financial company with an aggregate unpaid principal balance of approximately$25,000,000.Dallas / Houston / krcl.comRepresentative Matters

Distressed AssetsPartnership, corporate and limited liability company dispute resolutionForbearance, loan modifications, workouts and settlementsForeclosures of both real property and UCC personaltyGuaranty EnforcementDistressed acquisitions and sales of real property, personalty and entity interestsSetting up distressed asset acquisition funds and entitiesPurchasing and selling loan portfolios and individual loansRepresenting American companies setting up new entities in China.Representing American entities purchasing or investing in real estate projects in China.Representing American entities purchasing manufacturing facilities or investing inChinese entities owning manufacturing facilities in China.Representing American entities purchasing and importing goods from China.Representing American entities selling and exporting goods to China.Representing Chinese and Korean companies setting up entities in America.Representing Chinese companies in product liability litigations.Representing Chinese companies in debt collection actions against delinquent Americanbuyers.Representing Chinese and Korean entities in purchasing and selling real estate inAmerica.Representing Chinese and Korean companies in their day-to-day American operations.$730,000,000 sale of more than 30 major hotels in the United States by a Hong Konggroup.Represented a major Japanese entity in a joint venture for the construction andoperation of a $100,000,000 hotel in Atlanta, Georgia.$81,000,000 acquisition by a Japanese entity of a partnership interest in a majorWashington, D.C. hotel.$54,000,000 hotel in California purchased for a Korean hotel conglomerateWe have also handled the following in this space:China, Korea and Japan PracticeDallas / Houston / krcl.comRepresentative Matters

$24,000,000 hotel in Texas purchased for a US/China groupRecent Presentations on ChinaChaired attorney panel and spoke on issues faced by mid-size American companieswhen investing or doing business in China. 10th Annual Harvard-China Review, March2007.Speaker at the Canton Trade Fair on legal issues regarding U.S. imports from andexports to China. Guangzhou, China, October 2007.Speaker at the China Institute in New York City on how China’s new laws are affectingU.S. investment into China and expanding Chinese investments into the United States.Numerous speeches and presentations on American companies setting up andoperating businesses in China.Representing a Chinese manufacturer in establishing a $150,000,000 manufacturingfacility in TennesseeRepresenting a Chinese real estate developer in its acquisition of a $27,000,000 retailshopping center in MinnesotaRepresented an international group with Chinese capital in developing multiple assistedliving facilities throughout the U.S.Represented a Chinese company in its $92,000,000 bid to acquire a promotionalproducts company based in California.Represented a Shanghai-based real estate developer in its $30,000,000 acquisition ofthe stock of a public oil and gas company based in Houston, Texas.Represented a Chinese company in its acquisition of railroad tie technology andmanufacturing facilities out of Chapter 11 federal bankruptcy proceedings.Successfully defended a Chinese construction elevator manufacturer in two productliability lawsuits, one in Texas and the other in Missouri.Successfully represented a major Chinese bank in settling an adversary proceeding inbankruptcy at an early stage with zero sum payment.Representing an American group in establishing a health care project in China.Acting as U.S. counsel to a New York-based group in raising funds from Chineseinvestors to invest in real estate projects in the U.S.Represented an American private equity group in deal structuring and due diligence onthe Chinese operations of an American target company.Dallas / Houston / krcl.comRepresentative Matters

Represented a private American energy company in raising $17,500,000 from Chinese investors to jointly acquire 85,000 acres of federal oil and gas leases in Nevada.Represented a New York and Toronto dual-listed energy company in its negotiation of afarm-out agreement with a Hong Kong-listed company for oil and gas assets in Bulgaria.Represented an American company in its negotiation of a strategic alliance agreementwith a Chinese wind turbine manufacturer.Represented an American investor in his investment in a U.S. private equity fundfocusing on the telecommunications, IT and energy industries in China.Represented an American apparel company in setting up a WFOE in Shanghai.Dallas / Houston / krcl.comRepresentative Matters

Owners and developersGeneral contractorsSubcontractorsSuppliers/VendorsProduct manufacturersDesign professionalsLendersInsurance companies/suretiesWhether you’re navigating a compliance maze or resolving a construction dispute, ourattorneys know how to get things done and move projects forward rather than put uproadblocks along the way.Kane Russell Coleman Logan has decades of experience representing construction industryclients in both transactional matters and in disputes, including critical bet-the-company trials andarbitrations.Our practice group empowers industry professionals to rely on a single, one-stop law firm tomanage all phases of a construction project, from project funding, land development and contractnegotiation to the resolution of all types of construction disputes, arbitrations, or lawsuits.Our clients depend on our industry knowledge and breadth of experience. Clients include:Comprehensive Construction Transaction ServicesOn the transactional side, we provide one-stop, pragmatic, and cost-efficient legal assistance inconstruction industry transactions from project funding, land development, and contractnegotiation to corporate formation and governance, tax issues, protection of intellectual property Dallas / Houston / krcl.comConstruction

Settlements for home builders and general contractors in cases ranging from $200,000to $20,000,000Settlements for a subcontractors and construction-related product manufactures incases ranging from $150,000 to $15,000,000Settlements for subcontractors and general contractors on their claims forcompensation ranging from $50,000 to more than $3,000,000rights, bankruptcy/insolvency, immigration issues, and much more. The breadth our firmallows us to bring highly experienced attorneys from any discipline into a construction-related transaction.KRCL represents both small, family-owned businesses to some of the largest contractors,owners, and developers in the country. Among our special areas of focus are multi-family,commercial, retail, hotel/hospitality, and residential development projects, including someof the leading projects in Texas and beyond. Many clients also turn to us for our robustOSHA practice, which includes compliance issues, safety measures, inspections, accidentinvestigations, and contesting OSHA citations – every area where OSHA compliance andpotential problems may be involved. We are one of the few firms with a focused OSHApractice for the construction industry.Other compliance areas with which we regularly assist clients include immigrationcompliance and audits and Fair Housing Act and ADA compliance.Construction Industry DisputesOne of the hallmarks of our construction practice is knowing how to set you up for successwith well-executed transactions. When conflicts do occur, we will always try to resolvethem outside the courtroom when possible. For example, among the recent settlements wehave achieved for clients are:However, when a trial or arbitration becomes necessary, our successes for constructionindustry clients are well known. Unlike many firms that may devote excessive time andresources to discovery, we actually try cases in courtrooms and, increasingly, in arbitrationforums.Dallas / Houston / krcl.com

Claim administrationContract litigation in state/federal courts and arbitrationConstruction and design defect litigationLien, bond, and payment disputesAcceleration claimsPresentation of material events of default and project terminationDelay and impact claimsWarranty disputesProduct defectsJobsite injury and wrongful death claimsLarge loss subrogation recoveriesWage/hour claimsBankruptcy and insolvencyTEXO, the construction industry trade associationThe Commercial Real Estate Women (CREW) NetworkAssociated Builders and Contractors (ABC) of Texas and Greater HoustonGreater Houston Builders AssociationClaims and Litigation Management Alliance (CLM)Defense Research Institute (DRI)National Association of Safety Professionals (NASP)Bankruptcy, Insolvency and Creditor's RightsBusiness and CorporateLabor & EmploymentEnvironmentalIntellectual PropertyManufacturingOur attorneys have the experience to guide clients through trials and arbitrations regardingsuch issues as:Our attorneys are actively involved in top industry groups, including, but not limited to:As part of providing a full spectrum of services to the industry, our team builds on adviceand solutions by working in conjunction with the following practice groups:Dallas / Houston / krcl.com

OSHAReal EstateRetail, Restaurant & HospitalityTaxRailroad & TransportationDallas / Houston / krcl.com

Representative MattersPerformed extensive contract drafting for a national developer regarding commercial,multi-family, and retail projects throughout the country.Represented a minority-owned highway and bridge specialty subcontractor as generalcorporate counsel in contract negotiations and prosecution/defense of litigation.Defended a subcontractor and its principal against seven-figure claims asserted by asurety regarding several municipal projects.Represented a leading multi-family developer, as ranked by National Multi-FamilyHousing Council (NMHC), in obtaining financing for, developing, and managing theconstruction of several apartment complexes in Texas.On behalf of a national fitness retailer, prosecuted fraud claims against a generalcontractor regarding the development and construction of several facilities.Represented a leading construction materials producer in a payment and constructiondefect dispute with a general contractor related to the construction of two out-of-stateplants.Represented a commercial general contractor regarding a contract dispute andenforcement of a mechanic's lien in a bet-the-company case.

Advising clients on compliance with domestic and international data protection laws,including the GDPR and UK GDPR;Conducting privacy impact assessments;Conducting data privacy-related investigations;Drafting domestic and international privacy policies and disclosures to data subjects;Drafting website terms of use policies;Negotiating cloud-based data agreements;Negotiating data processing and protection agreements;Litigating scraping and other cybersecurity claims;Supporting corporate transactions involving privacy and cybersecurity issues, such as duediligence for mergers and acquisitions; andAddressing data incidents, responses, and litigation.Data security is essential to your company’s success. However, the regulation of personal dataand the risks associated with your company’s data continue to multiply and become more andmore complex. Our attorneys are technology-savvy and understand the mechanics of moderndata collection and processing and data risks in your business.In addition to advising on how to avoid future data incidents and best practices, our attorneyswork with in-house counsel, data privacy officers, and other senior personnel to ensure yourbusiness understands the regulatory environment and stays ahead of the curve on data privacycompliance and related issues.KRCL’s data privacy attorneys have experience with:Our attorneys work with companies across a wide variety of industries to comply with theincreasingly complex and evolving data privacy obligations under state, federal, and internationallaw, including those that conduct business in the European Economic Area and other countriesaround the world. Whether your data concerns your customers, prospective customers, Dallas / Houston / krcl.comData, Privacy & Cybersecurity

employees, or business partners, we have the experience and expertise to provide practical,business-minded guidance. We routinely negotiate a wide variety of commercialagreements that concern protected data, including data processing and protectionagreements, cloud storage agreements, and software-as-a-service (SaaS) agreements,among many others.Additionally, our attorneys have experience investigating and responding to cybersecurityand data incidents. We provide end-to-end services to deal with data incidents, from whenyour business first discovers an incident through assessment, mitigation, and handling anyresulting legal issues, including preparing attendant notices to affected individuals. Dallas / Houston / krcl.com

Title issuesSeismic-related disputesDrilling operations and surface damagesRoyalty underpaymentsOffset drilling and developmentBad-faith poolingCessation of productionLease terminationThe firm’s Houston-based energy practice group represents domestic and international oil-and-gas companies in a wide variety of energy-related matters. Our clients include some of the mostinnovative, diverse, and successful energy companies in the nation and around the world. Wework with major and independent oil-and-gas companies, chemical companies, energy servicecompanies, financial institutions, investors, and private equity funds.We place a special emphasis on litigation and dispute resolution. The group’s trial lawyers make apoint, first and foremost, of cultivating an intimate understanding of our clients’ businesspriorities in litigated matters. This often allows us to formulate creative, cost-effective strategiesfor defusing our clients’ legal problems outside the courtroom. In this way, we help our clientsavoid or abbreviate litigation, conserve resources, and preserve valuable business relationships.We make a habit of deploying targeted discovery and forceful motion practice to neutralizedisputes in their infancy. At the same time, our energy litigators routinely take cases to trial, andour adversaries are sensitized to our ability and willingness to fight tenaciously in the courtroomand all the way through verdict.We bring to the table practical experience in the energy sector that is simultaneously broad anddeep, encompassing a variety of related issues including but not limited to:Dallas / Houston / krcl.comEnergy, Oil & Gas

Our veteran energy litigators spearhead all types of complex litigation, including classactions and federal multi-district litigation. In particular, royalty disputes and other speciesof contested mineral interests have become a hotbed for hard-fought litigation in theenergy sector. Royalty lawsuits can easily encompass hundreds or even thousands ofmineral owners, and our firm has the knowledge needed to navigate both the merits andclass certification issues that arise in these large-scale controversies. The trial lawyers in ourenergy group are regularly on the front lines of large, high-stakes matters involvingallegations of the underpayment and miscalculation of royalties; violations of continuousdrilling and development obligations; and improper deductions for transportation,processing, and other post-production expenses. Our group members’ diverse industrybackground also includes advising E&Ps and pipeline companies in mineral trespass andsurface-use disputes, and in related proceedings for emergency and preliminary injunctiverelief. Additionally, when royalties and other mineral interests are hotly contested, ourenergy litigators deftly capitalize on the intricacies that drive title controversies and deed-construction cases to successful conclusions.We often assist operators and oilfield service providers in disputes surrounding the breachof supply, service, and confidentiality agreements and the theft and misappropriation oftrade secrets. When mineral owners are impossible to find, or when they finally emergeafter long absences, our energy lawyers help oil-and-gas companies establish, administer,and wind down mineral and royalty receiverships to ensure that time-sensitive operationsare never impeded by missing or emerging interest owners. And, in the event businessrelationships sour, the energy litigation team at KRCL has earned a reputation fordiplomatically—and, when push comes to shove, aggressively—resolving disagreementsamong joint interest partners and other collaborators in the oil patch.Furthermore, our lawyers are at the forefront of employment law in the energy industry.We have worked arm-in-arm with energy companies over decades and know the businessesof our clients—from the largest operators to the smallest oilfield service companies. Weleverage this knowledge to capably traverse the ever-changing legal challenges lying at theintersection of employment law and the energy sector.Our attorneys frequently advise on compensation and overtime (including oilfield day rate,salary, and hybrid schemes); onboarding, discipline, and termination; HR policies andprocedures; reductions in force; executive agreements; OSHA planning and violations; anddiscrimination and other unfair labor practices. Our goal in each case is to deliver advicetailored to our client’s specific operational and business needs. When litigation is required, Dallas / Houston / krcl.com

our talented team of employment litigators act with speed and deliberate intention. Ourlabor-and-employment clients in the oil-and-gas industry rely on us to craft creativelitigation solutions to achieve their case-specific goals.Finally, we stay ahead of the curve by offering our clients practical guidance on emergingissues like the shifting landscape surrounding the calculation and payment of royalties,including recommended revisions to royalty payment procedures and other best practicesaimed at solving problems before they metastasize into costly, full-stroke litigation. Bytaking proactive measures such as these, our energy lawyers help their clients steer clear oflitigation or, at a minimum, strategically position them when litigation cannot be avoided.Dallas / Houston / krcl.com

Environmental litigationEnvironmental due diligenceEnvironmental insuranceBankruptcy representation involving contaminated propertiesOversight reviews and evaluation of Phase I and Phase II environmental site assessmentsVoluntary cleanupBrownfields redevelopment programsRedevelopment of contaminated propertyKRCL is committed to representing local, national, and international clients in small and largeenvironmental litigation matters, as well as assisting in transactional and regulatory mattersinvolving environmental issues.The Firm has the experience and capacity to manage complex environmental litigation in stateand federal courts within and outside of Texas on behalf of insurers and self-insured entities of alltypes. In addition to defending businesses in traditional environmental litigation, KRCL’sattorneys also have experience pursuing claims for property damages and cleanup costs forenvironmental contamination. Our trial attorneys have successfully defended clients involved incomplex, multiparty environmental litigation, effectively prosecuted environmental claims andhave represented a number of environmental consultants against claims of professionalnegligence and breach of contract.KRCL also assists clients with environmental due diligence identifying environmental risks anddeveloping strategies to avoid or manage those risks. We understand the complexities of financialand real estate transactions and combine our risk management and transactional experience toassist in resolving environmental issues for our clients. Our attorneys frequently work withoutside consultants to provide an integrated approach to solving environmental problems.Specific areas of concentration include:Dallas / Houston / krcl.comEnvironmental

Contractual risk shifting through environmental and indemnity provisionsWater quality controlLending and financeSolid and hazardous waste/toxic substancesMold and indoor air quality assessmentsTexas Solid Waste Disposal ActClean Water ActResource Conservation and Recovery ActComprehensive Environmental Response, Compensation, and Liability Act (CERCLA)Texas Innocent Owner ProgramToxic Substances Control ActState common law relevant to environmental liability damages and remediationrequirementsWetlandsEnvironmental AuditsDallas / Houston / krcl.com

Nonimmigrant visas including:E-1 and E-2 visas for executives, supervisors and essential skill workersL-1A and L-1B visas for managers, executives, and specialized knowledge personnel; andL-1 blanketsGrowing a successful and competitive business often means reaching around the globe for theright talent. The stakes couldn’t be higher, yet this dynamic area of law is fraught with bothcomplications and risk.The immigration attorneys at Kane Russell Coleman Logan know the ropes and how to untanglethem for you. Global health concerns and other challenges have made it more difficult than everfor businesses to manage their global talent needs. Our attorneys’ practical experience andknowledge help clients bring workers and sometimes their families to the U.S. and keep themhere. We shepherd our business clients and their employees from other countries through thecomplex visa and permitting processes.If there are two key facts about our immigration practice our clients know well, they are these:First, our practice exists to help people. We are passionate and care deeply as we work to helpachieve the ultimate goal - citizenship. Our clients are people, not files.Second, our integrated approach takes a holistic view of immigration. It’s a labyrinth, withimmigration considerations clients may not even be aware of such as terms of employment, tax,family issues, and more. So, our approach is to draw on the talents and experience of attorneysthroughout the firm who can move the mission forward.Our immigration attorneys help start-ups, small to medium-size enterprises, and public companiesaddress U.S. immigration challenges, carefully weighing all the legal and business factors at play.Our U.S. immigration services include:ImmigrationDallas / Houston / krcl.com

H-1B, H1B1 and E-3 for specialty occupation workersO-1 visas for workers of extraordinary ability in the sciences, arts, education, businessor athleticsTN USMCA, formerly NAFTA visasB-1/B-2 visas for business visitors/ visitors for pleasureEB-1 for persons of extraordinary ability, outstanding researchers and professors, andmultinational executives and managersEB-2 and EB-3 PERM for professions holding an advanced degree or its equivalent, or aforeign national who has exceptional ability or for skilled worker, professional, or otherworkersWorksite compliance including counsel on E-verify and I-9 mattersComplex naturalization and derivative citizenship mattersStrategic planning concerning immigration consequences of formation, disposition, andreorganization of U.S. businessesFamily-based immigration mattersEmployment-based green cards including:Dallas / Houston / krcl.com

Your intellectual property is the lifeblood of your company. At Kane Russell Coleman Logan, weunderstand the critical importance of protecting and defending your IP assets.Businesses work hard to develop the ideas, designs, inventions, products, processes, and otherintellectual property that allow them to be successful. Whether helping clients protect theseassets by carefully negotiating and drafting agreements and other documents or by defendingthem with successful litigation strategies, we help ensure that our clients enjoy the full benefits oftheir work. Our formula for providing value that larger firms often can’t match: knowledge,experience, and focus.Our transactional work in protecting client’s assets is informed by our attorneys’ vast litigationexperience. We know where the litigation challenges and potential pitfalls lie; therefore, we knowhow to craft documents to make them as “bullet-proof” as possible, thus avoiding expensive andtime-consuming litigation. This is protection before conflicts have a chance to arise.The rapid pace of technological change has provided many of our clients with new opportunities,and our attorneys are here to assist with safeguarding advances in cybertechnology, internettechnologies, cloud and SAAS agreements, privacy matters, terms and conditions, web scrapingissues, and more. When conflicts do occur and litigation is inevitable, our courtroom experiencemakes us formidable advocates for our clients.Locally, our knowledge of jurisdictions and courts gives us a tremendous advantage, but welitigate nationally, often “fighting above our weight” and winning. We regularly argue in federalcourts throughout the United States and before the United States Patent and Trademark Office(USPTO).Because of our knowledge of the Texas Court systems, when not serving as primary counsel, weare routinely engaged as local counsel in federal and state courts throughout Texas. Ourintellectual property attorneys regularly assist clients in the following areas:Dallas / Houston / krcl.comIntellectual Property

Technology M&A and due diligenceTrademark prosecutionLicensingPrivacy law advisory and compliance, including cross-border issuesCopyright registrationWebsite and social media policies and terms of useCloud agreementsNondisclosure agreementsTrade secret protectionInternal IP policies and procedures, handbooks, and employment agreementsInfluencer agreementsMusic artist agreementsPatent infringementTrademark/trade dress litigationCopyright infringementTheft and misappropriation of trade secretsUnfair competitionInternet-related claimsBreach of non-compete agreementsProsecution, Transactions, and Counseling:Litigation:Dallas / Houston / krcl.com

Prosecuting technology company’s patent infringement claim against scooter companyregarding QR code technology (Western District of Texas).Defending financial institution against allegations of patent infringement (EasternDistrict of Texas)Prosecuting technology company’s patent infringement claims against large retailerregarding QR code technology (Western District of Texas).Defended publically traded financial institution against allegations of patentinfringement relating to VOIP (Western District of Texas).Defended publically traded financial institution against allegations of patentinfringement (Western District of Texas).Defended manufacturing company against patent infringement (Northern District ofTexas)Prosecuted manufacturing company’s design patent infringement claim against acompetitor. (Western District of Texas)Prosecuted manufacturing company’s design patent infringement claim against acompetitor. (Southern District of Texas)Defended manufacturing client against allegations of patent infringement relating toelectronic systems and controls associated with cash management products (NorthernDistrict of Texas).Prosecuted manufacturing client’s claims against a competitor for infringement ofsystems and control patents (Eastern District of Texas).Defended vehicle smart technology company in “bet the company” theft of tradesecrets case, obtaining reverse and render judgment on appeal (Northern District ofTexas and Dallas County).Defended publicly traded real estate brokerage against claims of copyright infringementbased on photos published to its website (Western District of Texas).Prosecuting retailer’s copyright claims against retailer (Northern District of Texas)Defended numerous online copyright claims against copyright trolls.Defended manufacturing client against claims of patent infringement related toconveyor assemblies (Northern District of Texas)Dallas / Houston / krcl.comRepresentative Matters

Defended retailer against claims of trademark infringement filed by multi-billion dollar luxury fashion company (Southern District of Texas).Successfully represented international fitness company in trademark infringementaction (Southern District of Texas).Successfully represented international online clothing retailer in trademark infringementaction (Southern District of Texas).Successfully represented one of the United States’ largest industrial staffing provider intrademark and unfair competition litigation.Successfully represented two of the United States’ largest furniture retailers intrademark and unfair competition litigation.Dallas / Houston / krcl.comRepresentative Matters

Responsiveness – We partner with you, on a personal and immediate basis, quickly reasoningthrough your “must know now,” day-to-day problems to find the most efficient andeconomical answer.Experience – We have decades of success, a proud history of winning advocacy.Understanding – Decisions today have an impact for years to come—we understand thateven decisions in “cases” ultimately are business decisions that may have widespread effectson your current employees and operations.Vision – Our substantial experience, knowledge, and talent provide you with pinpoint andefficient insight.People: Your most valuable asset. You need answers in real-time for your company-criticalassets. We at KRCL offer in-depth, practical knowledge when your time-sensitive workdemands arise.Our straightforward approach: Prevent problems when possible, and, when claims are asserted,address, remediate, and zealously defend you, the client—and do so in a cost-effective manner.This is the KRCL difference.The KRCL team is dedicated to employers with issues across the U.S. Well versed in Texas law,we also have broad experience throughout the country, as our clients, from start-ups to multi-national entities, often employ people nationally. Strength comes from our lawyers who haveboard certifications and are prestigiously acknowledged by Chambers and/or Best Lawyers inAmerica. We partner well with C-suite executives, in-house counsel, HR and risk managementgroups, and your personnel and managers/supervisors, as well as other lawyers in and outside ofTexas, as needed. Our success stems from:KRCL’s approach is integrated--with transactional employment work, zealous advocacy inlitigation, and a recognized Chambers immigration practice. Our view is also entrepreneurial,helping you improve process and providing the personal attention you must have to develop best Dallas / Houston / krcl.comLabor & Employment

Employment agreements (including non-disclosure and non-competition agreements)Employee handbooks and other policy and procedure manualsExecutive and other compensation issues, including bonus and commission plansImmigration transactions of all kinds, including all visa processes for the engagement ofnecessary talentTraining protocols and on-site complimentary training for your employeesDrafting and administration of leave policies, given intricate state and federal lawsEmployee hiring, discipline, and discharge questions, including reductions in force andWARN Act issuesDisciplinary and termination steps, including severance and separation agreementsNonsubscriber agreements related to on-the-job injuriesWage and hour/FLSA disputes – e.g., overtime calculation, employee “exemptions” –along with state, regional and national class action workEmployee classification issues -- contract v. employee v. leased employee classificationsNoncompete, trade secret, and related confidentiality disputes and unfair competitionclaimsOSHA inspections (and citation resolution), DOL audits, and all other governmental-employment investigationsAll types of discrimination, harassment, and retaliation charges and claims (e.g., underthe ADA, Title VII, and ADEA)Leave of absence disputes (for example, those under the FMLA, ADA, and USERRA)Nonsubscriber defense litigationAll other issues intersecting the employment relationship: such as whistleblowerallegations, Sarbanes-Oxley issues, “social media” problems, affirmative actionquestions, and the entire panoply of legal allegations.employment practices, regarding, for example:Similarly, our litigation and arbitration experience spans every aspect of employee relations,for example:Our mission is simple: To bring the highest value to your organization and ensure that yourmost valuable assets achieve their goal.Dallas / Houston / krcl.com

Banking & Financial ServicesConstructionEnergy, Oil & GasEnvironmentalWith more than 350 jury trials, Kane Russell Coleman Logan has the experience and capacity tomanage litigation of any complexity throughout the country.Our trial attorneys work hard to keep clients out of expensive and time-consuming litigationwhen possible. But when conflicts can’t be resolved or use of the legal system is the propermeans to achieve a client's desired result, our trial attorneys use their vast state, federal andappellate courtroom and arbitration experience to pursue and achieve the successful outcomesour clients seek.Increasingly, arbitration clauses have become standard contractual practice. Our attorneys haverepresented clients in AAA, JAMS and other arbitration tribunals in venues around the country, aswell as several international arbitration proceedings.Beyond handling courtroom proceedings, our litigators also work closely with attorneysthroughout the firm to help our clients avoid litigation by negotiating and drafting appropriatecontractual provisions and by assessing, in advance, the risk of litigation or the probable outcomeof litigation that may result from a particular course of conduct. We also work with clients todevelop, prepare, and implement corporate policies and procedures to alleviate or lessen theimpact of potential litigation and review corporate operating practices and procedures forproblem areas that may increase exposure to litigation.Our attorneys have deep experience and knowledge necessary to efficiently analyze problemsand design pragmatic solutions and have represented clients in the following industries:LitigationDallas / Houston / krcl.com

HealthcareHospitalityManufacturingRailroadReal estateTransportationBusiness and commercialCorporate and partnershipCyber law and data privacyDeceptive trade practicesDram shopEcommerceEmploymentEnvironmentalFirst AmendmentFraudInsurance defense & coverageInadequate/improper personal or property securityIntellectual propertyLarge loss subrogationPersonal injury and wrongful deathPremises liability and inadequate securityProducts liabilityProfessional and fiduciary liabilityOur attorneys have also handled the following types of cases, among others:At Kane Russell Coleman Logan, a hallmark of our litigation practice is value, in large partbecause our extensive courtroom experience allows us to find efficiencies throughout theprocess. We have earned our strong reputation and are committed to achieving the bestoutcome possible for our clients.Dallas / Houston / krcl.com

KRCL attorneys have represented manufacturers in hundreds of products liability cases and areuniquely qualified to handle the most complex, challenging, and significant matters within themanufacturing industry. We represent manufacturers globally in both products liability disputes and other litigation andlegal matters. Our attorneys have extensive experience in not only the technical issues involvedwith products liability claims but also in presenting those complex technical matters to a jurymade up of ordinary people in the most effective and efficient manner. Our seasoned attorneysalso recognize that sometimes traditional litigation is not the best vehicle by which to resolveclients’ disputes and work to identify opportunities in the early stages of litigation and strive tooffer alternatives consistent with our clients’ interests. Identifying those instances and takingadvantage of them is a primary goal of our team. The firm’s attorneys that practice in this areatypically represent manufacturers directly through large self-insured retentions. This directrelationship has enabled our lawyers to gain more insight into the manufacturing clients’ goalsand interests through lengthy and multifaceted relationships.The KRCL lawyers that concentrate their practice in the manufacturing industry also work closelywith other sections of the firm to provide legal resources and support for our other legal matters.We join forces with KRCL’s IP lawyers to provide advice on trade secrets and patent issues and toprosecute and defend IP and trade secrets claims for our manufacturing clients. KRCL’s RealEstate section provides advice on real estate and leasing transactions for our Manufacturingclients. Additionally, our China practice group assists with the increasing demands and challengesfaced by our Chinese clients entering the US market and our American clients doing business inor with China.Our attorneys offer full-service support to our manufacturing clients, including regulatory,compliance, commercial claims, and defense, on a wide variety of products including, but certainlynot limited to:Dallas / Houston / krcl.comManufacturing

Agricultural products and equipmentAircraft products and equipmentAircraft passenger boarding equipmentConstruction equipment and building materialsCrane and riggingDoor systems, locking systems and other entrance solutionsHeavy trucks and other transportation equipmentOffice Transportation equipment including elevators, escalators and moving sidewalks.HVAC equipment and appliancesIndustrial machines and manufactured componentsNatural gas flow and odorizer equipmentOilfield equipment, pumps, and monitoring equipmentRecreational and spa equipmentSmoke alarm and fire suppression equipmentToxic tort defenseCommercial cooking and food service equipmentVarious types of scissor and power liftsVarious types of transportation vehicles, including tractors, trailers and relatedequipmentPneumatic hand toolsPneumatic compressors, generators and compressor trainsDrilling rigs and various component products for both land and offshore manufacturersConstruction highway equipmentPneumatic construction tools/productsPower sawsEngines and engine componentsMobile homesDownhole well logging tools and equipmentPlumbing pipe, fittings and related plumbing productsTire changersVarious building components/productsVarious petroleum-based productsFire extinguishersFoam insulation, bedding, and mattressesPortable sanders/grinders (electric and pneumatic)Ladders and scaffoldsWindows and related componentsDallas / Houston / krcl.com

Doors and related componentsPower shovels and mining equipmentBulldozers and ditch-digging productsPaving equipmentWater quality analysis and treatment productsElectronic measurement instruments and toolsFuel dispensing pumps and related productsWindow blinds and coveringsAdhesives, epoxies and mortar productsGalvanized belts and other conveyor products Dallas / Houston / krcl.com

KRCL has nationwide real estate clients involved in all areas of real estate acquisition,development, construction, leasing, and operations. KRCL represents nationally-knownbusinesses in connection with their real estate activities, and represents local entities involved inreal estate development, management and brokerage. The Firm has handled real estatetransactions including acquisition, development and leasing activities, in virtually every State ofthe Country.We counsel our clients and prepare the requisite documentation on all matters relating to office,industrial, mixed use, retail and commercial/agricultural real estate transactions, including thepurchase, sale, financing, development, and leasing of these types of properties. KRCL's attorneyshave substantial experience in all matters related to real estate acquisition and development,including land use and entitlements, due diligence matters, lending documentation, build-to-suittransactions, leasing matters, environmental issues, tax related structures, conservation matters,and the disposition of real estate assets. In addition, our attorneys have significant experience inthe issues related to construction of commercial real estate, including the representation ofowners, lenders, contractors, and subcontractors in the negotiation of construction law mattersand the documentation and administration of construction contracts.The firm also represents lenders in acquisition and construction loans and construction-relatedtransactions. Our attorneys are experienced in the representation of title insurers, institutionallenders and others with regard to Texas mechanics' and materialmen's lien law transactions. Also,we have represented financially troubled companies as well as lenders in negotiations regardingrestructuring of troubled indebtedness.Real EstateDallas / Houston / krcl.com

Acquisition and development of single-use and mixed-use projects throughout thecountry, including a 1,300 acre multi-use subdivision in central Texas, a major resortproperty in Texas, several high-rise condominiums, and hotel construction anddevelopment.Representation of national real estate developers in retail, residential, commercial, andoffice warehouse acquisition, development and construction, private placementmemorandums, and REIT formation.Leasing for numerous Fortune 500 companies throughout the United States, including anumber of banks, financial institutions and retailers.Construction of major sports arenas and stadiums throughout the United States,including the creation of SBC Park, home of the San Francisco Giants; American AirlinesCenter, home of the Dallas Mavericks and Dallas Stars; Petco Park, home of the SanDiego Padres; the Metro Star Soccer Stadium; and the NASCAR New York SuperSpeedway.Representation of Citigroup, Inc. in its regional real estate needs including theacquisition, leasing and disposition of office and banking facilities.Successful completion of recapitalization/workout transaction for a developer inconnection with a 1.2 million square foot mixed use development adjacent to NorthParkMall in Dallas, Texas, consisting of an originally planned hotel, multi-family,condominium, retail and office facilities. Initial representation included development andfinancing matters. With the downturn of the economy, the transaction evolved into aworkout transaction consisting of the restructuring of approximately $210 million ofindebtedness among a ten-lender group, made more challenging by the failure of thecapital partner to respond to capital calls and to numerous construction default matters.Representation of a developer in the acquisition, disposition, and financing work inconnection with an 18 parcel assemblage located in a redeveloping area of Dallas, forthe purpose of development of a mixed use facility which is complementary toSouthwestern Medical Center. The land was benefitted by numerous City public/privatepartnership incentives negotiated on behalf of the developer.Dallas / Houston / krcl.comRepresentative Matters

Representation of Citibank as operator of a 500,000 square foot office campus locatedin Irving, Texas in connection with numerous construction defects and environmentalissues created by improper construction techniques. Human health and safety issueswere relevant, as microbial growth and mold had breached the crawl space beneath theentire facility resulting in complex litigation.Representation of a developer in connection with the acquisition, development, leasingand disposition ($82,000,000) of a Class A shopping center in Dallas Texas with Wal-Mart, Sam’s and JCPenney as anchor tenants.Acquisition and development of office park property in Malvern, Pennsylvania, includingthe construction and leasing of a 300,000 square foot office building for the corporateheadquarters of a publicly-traded pharmaceutical company.Transaction consisting of a complex workout matter involving $20 million indebtedness,defaulting borrower and client, the acquirer of approximately 800 existing residentiallots in multiple subdivisions located in Forney, Texas, which were encumbered byand/or involved with four separate municipal utility districts.Representation of a developer in connection with the development, leasing andfinancing matters with respect to a 400,000 square foot shopping center located inWeatherford, Texas, involving a ground lease to an anchor tenant and a sale transactionto JCPenney.Leasing and financing matters for a developer in connection with a 750,000 square footmulti- phase shopping center having a market value of $100 million, located inArlington, Texas.Negotiations for a funding company of a troubled $30 million indebtedness to renovatethe Sheraton Hotel in downtown Fort Worth, Texas, involving numerous issuesincluding an eleven-lender participant group, defaults and replacements of themanagement entity, failure of the borrower to timely pay taxes resulting in a tax holdharmless agreement, and multiple other failures of property due diligence review inconnection with the original transaction.Representation of a developer in the acquisition, construction, financing and leasing of500,000 square foot redevelopment located in central Arkansas, consisting of a Targetstore, hotel, a multi-family and office condominium transaction.Dallas / Houston / krcl.comRepresentative Matters

Representation of a real estate developer in connection with cash out refinancing of a1.6 million square foot portfolio of regional malls and outdoor shopping centers.Representation of a real estate developer in the sale of a 750,000 square foot shoppingcenter development located in Arlington, Texas.Representation of a real estate developer in the acquisition of a shopping centercontaining over 250,000 square feet located in Addison, Texas.Representation of a real estate developer in the sale of a build to suit business park inexcess of 300,000 square feet located in Plano, Texas.Workout of debts for a developer involving a single-level, enclosed 555,400 square footregional mall located in Temple, Texas ($38,000,000) and a regional retail shoppingcenter located in Alton, Illinois ($26,230,000).Representation of a corporate acquirer of multiple businesses and real estate assetsinvolving the sand, aggregate and concrete products business.Formation of stream and wetlands mitigation banks operating under the direction of theU.S. Army Corps of Engineers in accordance with the Clean Water Act.Representation of developer in connection with the financing, construction, leasing anddevelopment of a 27-acre mixed-use community located in Dallas, Texas and 600,000square foot retail, dining, office and residential mixed-use development located inMcKinney, Texas.Representation of developer in connection with the development, acquisition andfinancing of multi-state transactions for the development of car washes, quick lubeservice centers and restaurants.Representation of numerous restaurant and retail chains in leasing matters, includingnegotiation of ground leases and build to suit throughout the country.Representation of a real estate developer in multi-state portfolio acquisition of medicaloffice buildings. Representation of real estate developer in the development, acquisition and dispositionof 242-acre, mixed-use development located in Frisco, Texas.Representation of real estate development in the leasing of 135-acre, mixed-usedevelopment located in Allen, Texas.Dallas / Houston / krcl.comRepresentative Matters

Acquisition and disposition of hotels, restaurants, and retail propertiesBankruptcy and Creditor's RightsThe attorneys in the KRCL Retail, Restaurant & Hospitality Group have a broad range ofexperience in both the business and legal aspects of the hospitality industry.Whether representing a small restaurant chain or a multi-national hotel brand, it is important tohave legal guidance from attorneys who understand the unique dynamics that comprise thehospitality industry. Our Restaurant & Hospitality Group brings the necessary practice experienceand industry savvy.The Firm's Retail, Restaurant & Hospitality Group handles all aspects of legal representation fromthe acquisition of real estate, leasing of property, obtaining a liquor license, to aggressivelydefending litigation matters. KRCL can assist in drafting, negotiating and closing acquisition,financing, franchise, hotel management and other hospitality-related documents. Additionally, ourattorneys have significant experience in purchasing, selling, financing and refinancing hotel chainsand individual hotels. Our attorneys’ experience runs the range from representing foreign sellersin a $750 million hotel chain sale to purchasing individual hotels well in excess of $100 millionand smaller hotels and motels throughout the nation. By utilizing the combined skills of theBusiness & Corporate, Real Estate, Litigation, Employment and Bankruptcy Groups, KRCL deliversfull-service legal representation to its hospitality clients.The KRCL litigation group represents a number of hospitality clients in a wide spectrum oflitigation matters, including complex contract claims, franchise claims, non-subscriber, and tortclaims. Of particular note, we have successfully prosecuted multi-million-dollar intellectualproperty cases and obtained injunctive relief to protect our restaurant clients' interests.KRCL provides representation in the following general areas of practice:Dallas / Houston / krcl.comRetail, Restaurant & Hospitality

Commercial litigationEmployment disputes and litigationFinancing transactionsFranchise agreementsFranchise litigationLeasing transactionsLiquor liability litigationLiquor licensingPersonal injury claimsDallas / Houston / krcl.com

Mergers and acquisitionsAsset purchases and salesTax-free reorganizationsPartnership and LLC taxationCorporate taxationCorporate, Partnership and LLC split ups, spin-offs, split-ups and divisionsLeveraged buyoutsIncome tax and transactional tax planningInternational tax planningReal estate transactionsAsset-based and project financingsExecutive compensationLitigation settlementsReal estate taxSales and use taxFranchise taxTax structures and planningThe goal of tax planning is always to minimize the tax burden through careful and detailedapplication of the tax laws to every business transaction or entity structure and formation. Yourbusiness objectives are our focus; we not only evaluate the risks of various alternatives but alsoseek to obtain the result that best achieves your business goals and objectives.While serving as strategic business advisors to our clients, our Tax Section is experienced in allaspects of business taxation including:Our tax practice also provides corporate and general business tax advice, including:TaxDallas / Houston / krcl.com

Kane Russell Coleman Logan PC | 1David R. ThrasherDirectordirect 713.425.7415 main 713.425.7400 fax 713.425.7700dthrasher@krcl.comWidely recognized by several prominent publications and ranking agencies, DavidThrasher focuses his national practice on complex commercial litigation.He advises clients in the oil and gas, construction, banking, hospitality, manufacturing, and real estate industries. Hebrings a wealth of experience as lead counsel, managing cases from their inception to verdict in state courts and federalcourts. David has obtained defense verdicts in bench trials, jury trials, and arbitrations, as well as numerous defense andplaintiff judgments effectively employing motions for summary judgment.David litigates cases on behalf of businesses of varying types and sizes, such as oil companies, service companies,builders, contractors, developers, manufactures building owners, trucking companies, and car dealerships. He handlesconstruction disputes relating to both residential and commercial projects, including defending builders, generalcontractors, subcontractors, and product manufactures in cases ranging from complex defect and premises liability toresidential defect.In addition, David represents oilfield product manufactures oilfield service companies, oilfield consultants, engineers,oilfield rental companies, and oilfield operators in complex tort, breach of contract, breach of fiduciary duty, conversion,non-compete/non-solicitation, and premises liability matters.David’s long track record of trying cases to juries, the bench, and arbitrators gives him sharp insight into the risks andrewards associated with litigation and also solidifies his role as a trusted advisor. Frequently acting as an outside generalcounsel for clients, he provides business guidance, looks to mitigate risk, determines realistic budgets and litigation plans,and advises clients forthrightly when settlement serves as their best course of action.Away from the OfficeIn his free time David enjoys spending time outdoors, including hunting and fishing. He, his wife and their two children liketo snow ski, cheer on the Baylor Bears, and attend other sporting events together. When they aren’t in the stands atgames, David helps coach his son’s football, basketball, and baseball teams. The family also devotes time to volunteeringwith their church and with various cancer-related charities.

Kane Russell Coleman Logan PC | 2Bar AdmissionsState Bar of Texas (2000)United States District Courts for the Northern, Southern, Western and Eastern Districts of TexasUnited States Court of Appeals for the Fifth CircuitUnited States District Court of ColoradoEducationSouth Texas College of Law, J.D., 2000 Baylor University, B.B.A., 1997Practice FocusComplex Commercial LitigationConstructionEnergy, Oil and GasEnvironmentalFinancial ServicesInsuranceLitigationPersonal InjuryRetail, Restaurant & HospitalityExperienceObtained defense jury verdict for car dealership in a Texas Deceptive Trade Practices-Consumer Protection Act caseand was awarded attorneys' fees and costs.Obtained defense arbitration verdict for national home builder in a negligence, breach of contract, and Texas DeceptiveTrade Practices-Consumer Protection Act case and was awarded attorneys' fees and costs.Obtained defense arbitration verdict for regional home builder in a negligence, breach of contract, and Texas DeceptiveTrade Practices-Consumer Protection Act case.Obtained defense bench trial verdict for regional general contractor in a breach of contract case.Obtained favorable pre-trial settlement on behalf of national bank in breach of fiduciary duty and breach of contractcase.Obtained defense summary judgment in an employment case for a regional company in a wrongful termination case.Obtained numerous defense summary judgments in premises liability cases for national owner of commercialproperties relating to slip-and-falls, trip-and-falls, and elevator incidents.Obtained numerous defense summary judgments in premises liability cases for home builders, car dealers, andproperty owners.Obtained numerous plaintiff verdicts in breach of contract cases for oil companies, oil service companies, and buildingowners.PublicationsFraming Issues, "The Handshake Agreement Should be a Thing of the Past..." May 2020

Kane Russell Coleman Logan PC | 3HonorsSuper Lawyers, Thomson Reuters (2020 - 2021)Texas Rising Stars, Thomson Reuters (2008-2015)Top Lawyers in Houston, H Magazine (2011-2013, 2018)“Professionals on the Fast Track” by H Texas Magazine, 2007“Best Oralist,” Spurgeon Bell Intramural Moot Court Competition, 1999Top Lawyers, Houstonia Magazine (2019)AssociationsAmerican Bar AssociationHouston Bar AssociationHouston Young Lawyers AssociationTexas Young Lawyers AssociationTexas Bar Foundation, FellowPresentations"Litigation Preparedness: Crossing T's and Dotting I's Internally and in Contracts", 2017 KRCL Litigation Seminar,February 2017.CommunityCo-Chair, Houston Bar Association Special Olympics Committee, 2008-2009Friends of the Ronald McDonald House, Lifetime MemberSusan G. Komen Race for the CureSecond Baptist ChurchMake-A-Wish FoundationInsightsSeventeen Kane Russell Coleman Logan Attorneys Recognized as 2022 Texas Super LawyersThe Handshake Agreement Should be a Thing of the Past…

Kane Russell Coleman Logan PC Arthur M. Nathan Director direct 713.425.7411 main 713.425.7400 fax 713.425.7700 anathan@krcl.com Focusing on corporate and partnership transactions, mergers and acquisitions attorney Arthur Nathan brings to his practice more than four decades of experience and creative, often cutting-edge strategies in counseling clients in buying, selling, combining, and dividing businesses, as well as in business taxation and planning. Although his practice has a Texas focus, Arthur also advises on transactions and matters across the country. Arthur advises clients in structuring, negotiating, managing, and documenting all types of mergers, acquisitions, dispositions, leveraged buyouts, management buyouts, family business planning, tax-free reorganizations, corporate divisions, fund structures, acquisitions, and dispositions involving ESOPs, private equity transactions, partnership and limited liability company transactions, and advising on shareholder and business owner disputes. He finds it gratifying to be closely involved in his clients’ business decisions and helping them achieve their goals and objectives. In addition, Arthur handles transactions in various industries including technology, energy, power, oil and gas, oilfield services, midstream energy, chemicals, logistics, marine terminaling and storage, medical, and professional services. Clients value his dedication to providing superior client service, innovation, analysis, strategy, results, and integrity. Arthur identifies and monitors relevant trends and developments that might affect his clients’ businesses. Anticipating their potential issues and needs, Arthur always looks ahead and responds immediately to issues that crop up. Board-certified in tax law by the Texas Board of Legal Specialization, Arthur is uniquely equipped to assist companies with federal and state tax issues as a part of their business transactions and planning. In addition, he

Kane Russell Coleman Logan PC frequently plays the role of outside general counsel for his clients, acting quickly and effectively to resolve the matter at hand with an eye toward the future. Regardless of the issue, in every transaction and matter Arthur makes sure to thoroughly understand his clients’ priorities, bottom-line considerations, and end goals, and then craft the best strategies to accomplish these objectives. Away from the Office Arthur’s free time is largely consumed with family activities, including religious activities, reading, music, politics, and working out. Bar Admissions  State Bar of Texas (1975)  Southern District of Texas  U.S. Court of Federal Claims  U.S. Tax Court  Fifth Circuit Court of Appeals Education The University of Texas at Austin, J.D., with honors, 1975  Order of the Coif The University of Texas at Austin, B.A., Magna Cum Laude, 1972  Phi Beta Kappa  Phi Gamma Sigma Practice Focus  Business & Corporate  Mergers and Acquisitions  Tax  Financial Services  Energy, Oil and Gas Honors  Board Certified, Texas Board of Legal Specialization, Tax Law (1983-present)  Super Lawyers, Thomson Reuters (2003 - 2021)  Best Lawyers in America©, U.S. News & World Report (2009 - 2022)  Ranked in Chambers USA Guide, Corporate/M&A (2010 - 2013)  Acritas “Star Lawyer” (2018, 2021)

Kane Russell Coleman Logan PC  Euromoney’s Guide to the World’s Leading Tax Advisers in the United States  International Who’s Who of Professionals  ACQ5 Global Award 2018: US: Texas – Lawyer of the Year (M&A)  Top Lawyers, Houstonia Magazine (2019) Experience His experience includes:  mergers, acquisitions, divisions, and dispositions in numerous industries, including ESOP related transactions;  representing parties in significant international and domestic joint ventures, partnerships and LLCs, including issues related to profits and carried interests;  representing parties involved in marine terminaling and storage facilities and other business transactions on both the Houston Ship Channel and other waterways and via pipelines;  representing the leading business in cash management and cash-handling;  representing businesses needing assistance with Federal and state tax issues;  representing parties involved in business disputes and the legal and tax issues involved in dividing businesses and resolving business disputes; and  countless other corporate, partnership and commercial transactions. Some of the transactions that Arthur has been the lead attorney on include:  Represented EDIT TX LLC, a newly-formed management-led buyout group, in connection with the acquisition and related financing and rebranding of MW Cleaners, an independent retail dry cleaning business, from Tailored Brands, Inc., which operates the Men’s Wearhouse and Jos. A. Banks.  Represented Wood Group E&PF Holdings in the acquisition and redemption of all of the capital stock of Elkhorn Holdings, an S-Corporation that was 100 percent owned by an ESOP with several thousand plan participants. This was an auction transaction.  Represented Verde Holdings, Inc. and Puffer-Sweiven LP in the sale of Energy Power Inc. to an ESOP owned S Corporation.  Represented Wood Group in its acquisition of CEC Controls, Inc., a Michigan based industrial and process control systems integration company doing business in the US and several foreign countries. (Transaction was selected by The M&A Advisor as the Professional Services Deal of the Year in 2018).  Represented Management Controls, Inc. in the sale of majority control of the company.  Represented Houston Fuel Oil Terminal Company in the negotiation of numerous terminaling and storage agreements with numerous customers.  Represented Wood Group in its acquisition of Kelchner Inc., a privately owned Ohio based provider of construction and energy field services.  Represented one of the largest midstream service companies in Mexico in the formation of a joint venture with one of the largest midstream service companies in Texas for the development, construction, and financing of a cross-border pipeline extending from Corpus Christi, Texas to Laredo, Mexico.  Represented Orion Marine in numerous acquisitions and its sale to a private equity group.  Represented Wood Group Mustang, Inc., a subsidiary of John Wood Group PLC, in its acquisition of Ingenious Inc., a supplier of proprietary software and consulting services to the global chemical, oil and gas, and energy industries.

Kane Russell Coleman Logan PC  Represented BAP Ventures, LLC, SEP Capital, LLC, and KWL Ventures, LLC in connection with their acquisition of the stock of Contech Control Services, Inc., a provider of specialized construction and engineering services primarily for the energy and chemical process industries.  Represented Wood Group PLC in its acquisition of Michael Baker Corporation’s Energy Services division. (This transaction was named Deal of the Year in the Professional Services sector at the 2010 M&A Advisor International Awards).  Represented AR Group and Air Routing International Corporation in their acquisition by Rockwell Collins.  Represented Wood Group in its acquisitions of Cape Software, Meester’s Welding, and ISI Group and in its sale of Wood Group Turbopower to CPR Aeronautical.  Represented distributors of plastic resin in Central America (a Costa Rican corporation and its Texas limited partnership affiliate) in the sale of their assets to a U.S.-based distributor of engineering and commodity grade thermoplastics.  Represented Wood Group in its acquisition of Mustang Engineering which was partially owned by an ESOP.  Represented Loomis Armored US in its purchases of assets from 1st Armored, EM Armored Car Service, Guardian Armored Security, Guardian Armored Assets, and Guardian Alarm Co. of Michigan.  Represented ASI Group in the sale of stock to Medex Global Group.  Represented General Stevedores in its sale to Kinder Morgan Energy Partners.  Represented Bioassay Laboratory in its sale of stock to Summit Partners. Clients Arthur’s clients have included acquirers, equity investors, target companies, sellers, financial advisors, and management led buyers. He has represented some of these clients for 30 to 40 years in numerous transactions. Publications  Co-Author, “Top Drafting and Negotiation Mistakes Any Transactional Attorney Can Make,” National Business Institute (November 2020).  Co-Author, "To Keep the PPP Money or Not? Business Necessity and Eligibility According to Recent SBA and Treasury Department Guidance," Kane Russell Coleman Logan PC (May 2020)  Co-Author, “Tax Planning for Business Transactions and Entities: Tax Planning for the Purchase or Sale of a Business and Tax Planning for Mergers and Acquisitions,” National Business Institute (November 2019).  Co-Author, “The New 2018 Tax Rules for Mergers and Acquisitions,” National Business Institute (November 2018).  Author, Some Questions to Consider When Thinking About Selling Your Business (July 2018). Presentations  Co-Presenter, “Top Drafting and Negotiation Mistakes Any Transactional Attorney Can Make,” National Business Institute (November 2020).

Kane Russell Coleman Logan PC  Co-Presenter, “Tax Planning for Business Transactions and Entities: Tax Planning for the Purchase or Sale of a Business and Tax Planning for Mergers and Acquisitions,” National Business Institute (November 2019).  Co-Presenter, "Tax Cuts & Jobs Act and M&A," National Business Institute (November 2018). Associations  Adjunct Professor of Law, University of Houston Law School teaching Business Planning from 1981 to 1986 and teaching Advanced Corporate Tax from 2004 to 2008. Insights  Seventeen Kane Russell Coleman Logan Attorneys Recognized as 2022 Texas Super Lawyers  PPP Loan Forgiveness Standards and Requirements as of the Interim Final Rule  Some Questions to Consider When Thinking About Selling Your Business

Kane Russell Coleman Logan PC | 1Jason T. BarnesDirectordirect 214-777-4212 main 214.777.4200 fax 214.777.4299jbarnes@krcl.comJason T. Barnes is a Senior Director in the rm’s Business & Corporate section.Throughout his more than two decades of corporate and financial transactional and regulatory experience, Jason hascounseled domestic and foreign financial institutions, business development companies, private and public investmentfunds, investment managers, advisers and principals, and individuals in a wide variety of transactions including senior andsubordinated debt and equity financing, common and preferred stock offerings, venture capital investments, fundformations, asset securitizations, and other alternative investments. Prior to joining the firm, Jason worked as a managing partner and principal member of the leadership team of a group ofaffiliated professional firms. Together, these firms collectively focused on representing domestic and global family officesand individuals interested in capital planning, alternative investments, and philanthropic pursuits. Bar AdmissionsState Bar of Texas (1997)EducationEmory University School of Law, J.D., 1997Dean's List Phi Delta PhiFall 1995 Moot Court Competition Semi-Finalist Georgia Institute of Technology , B.S., 1994Dean's Honor Roll

Kane Russell Coleman Logan PC | 2Omicron Delta Epsilon Economics Honor Society Tau Kappa Epsilon Fraternity Intra-Fraternity Council Financial CommitteeLaw Society Student Alumni Association Practice FocusBusiness & CorporateAssociationsState Bar of TexasAmerican Bar AssociationCorporate Law Section of the American Bar Association State Bar of TexasBusiness Law Section of the State Bar of Texas Dallas Bar AssociationChartered Alternative Investment Analyst (CAIA) Association CommunityMember, Pro Bono College of The State Bar of Texas (2001-present)Counsel and Board Member, The Chamberlain Foundation, Tyler, TexasCounsel and Former Board Member, FRIENDS of Barack Obama Male Leadership Academy, Dallas, Texas (DallasIndependent School District magnet school)Counsel and Former Board Member, Taylor’s Gift, Coppell, TexasCounsel and Advisor, Nutmeg Animal Welfare, Providence, Rhode IslandChairman, Finance and Funding Committee – City of Dallas Southern Sector Finance Task Force (Mayor ThomasLeppert)HonorsHonoree – Texas Rising Star (Best Lawyers Under 40) by Texas Monthly, Super Lawyers Issue, July 2004 through July2010Graduate/Mayor’s Designated Candidate – Leadership Dallas (Class of 2012)Publications“Oil and Gas Liens & Foreclosures - A Multi-State Perspective,” Oklahoma Law Review, Volume 51, Summer 1998“Mezzanine Resurfaces in A Tight Credit Environment,” Financier Worldwide, May 2008Presentations“Recent Developments in the Commercial Finance Industry,” Spring 2004 “Unique Fund Structures: Business Development Companies and SBICs,” Spring 2005 “Hedge Fund Regulation Primer,” Spring 2005

Kane Russell Coleman Logan PC | 3“Fiduciaries or Fee-Based Advisors?: Why and How Investors Must Analyze Fund Investments” Spring 2006 “Lessons from the Subprime Crisis: A Wakeup Call for Institutional Investors,” Spring 2008“Subordinated Debt and Equity Kickers: The What, Why and How,” Spring 2008“Subordinated Debt: The Bundle of Equity Rights,” Fall 2008 “SBIC Who? Small Business and the Opportunity for Private Equity,” Spring 2009 “Insurance Premium Financing: A new financial gadget creates opportunity for lenders, individuals and investors,”Summer 2009 “Foreign Direct Investment: The EB-5 Program and Access to Non-U.S. Capital Markets,” Fall 2010“The State of Alternative Investments: Safely Accessing a Matrix of Opportunity and Risk” Summer 2011“Dodd Frank: Registration Required” Spring 2012“Private Equity 101: Structure and Economics” Fall 2012 “Keeping Compliant: SEC, FINRA and Hedge Funds” Spring 2014 “Tiger 21: Evaluating Alternative Investments”“Leveraging Insurance-Linked Private Investment: The PPLI Model” Summer 2017 “Asset Protection Primer: Texas and Beyond” Winter 2017 “U.S.-China Chamber: Investing in the U.S. Alternatives Market” Spring 2018 InsightsJason T. Barnes joins KRCL's Business & Corporate Practice

Kane Russell Coleman Logan PC Patrick Lingwall Senior Attorney direct 713-425-7455 main 713.425.7400 fax 713.425.7700 plingwall@krcl.com Patrick Lingwall is a senior attorney with a corporate transactional practice. Patrick represents companies in various matters, including mergers and acquisitions, divestitures, joint venture formation, private equity investments, and other complex business transactions and commercial matters, primarily involving the energy and infrastructure sectors. Patrick has represented and counseled a broad spectrum of private equity sponsors and their portfolio companies throughout his career. Away from the Office Patrick is the President of the Board of Directors of Resolve It, Inc., a non-profit providing crisis intervention and trauma counseling services to children in mainland Galveston County. In his free time, Patrick enjoys the outdoors and spending time with family, preferably simultaneously while watching the Texas Longhorns play football. Bar Admissions  State Bar of Texas (2011) Education University of Texas School of Law, J.D., 2011 University of Texas at Austin, B.A., 2007, History

Kane Russell Coleman Logan PC Practice Focus  Business & Corporate  Mergers and Acquisitions  Energy, Oil and Gas Experience  Montrose Resources LLC and certain of its affiliates in their corporate reorganization and the simultaneous restructuring of a first-lien note ($17.5 million) and second-lien credit facility ($90 million) secured against their assets.  Private equity-backed oil and gas company in the $508.3 million divestiture of its assets to Lime Rock Resources.  Pickering Energy Partners in its drilling partnership with a private operator in the Midland Basin.  Guidon Operating LLC in its divestiture of all leasehold interests and related assets to Diamondback Energy, Inc. for 10.63 million shares of Diamondback common stock and $375 million.  FourPoint Energy LLC in its merger with Maverick Natural Resources to create Unbridled Resources LLC.  Arena Energy LP in its prepackaged Chapter 11 case in the U.S. Bankruptcy Court for the Southern District of Texas, to pursue a sale of its assets as a going concern, restructure more than $1 billion in funded indebtedness and address over $500 million of plugging and abandonment liabilities, as supported by Arena's first-lien revolving lenders and second-lien term lenders.  Private equity fund in the dissolution of a joint venture developing oil & gas prospects in deep water Gulf of Mexico and the contemporaneous transfer of its assets to certain affiliates.  The Carlyle Group in the acquisition of a controlling interest in a marine terminal joint venture.  Raisa Energy LLC in a first of its kind transaction involving Raisa’s issuance of asset-backed securities secured by producing oil and gas wells.  Parsley Energy. Inc. in its $2.27 billion all-stock acquisition of Jagged Peak Energy Inc.  Riviera Resources. Inc. in its $295 million sale of oil and gas assets and gas processing facilities in the Hugoton Gas Field in Kansas.  Vanguard Natural Resources Inc. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas.  Callon Petroleum Company in its $3.2 billion acquisition of Carrizo Oil & Gas, Inc. in an all-stock transaction.  LLOG Bluewater Holdings, LLC in its $1.4 billion sale of Gulf of Mexico assets to Murphy Oil Corp.  Salt Creek Midstream, LLC in its 50/50 joint venture with Noble Midstream Partners LP to provide crude oil gathering and transportation services in the Delaware Basin.  Newfield Exploration Co. in its approximately $5.5 billion acquisition by Encana Corp. in an all-stock transaction.  CSW Industrials in its acquisitions of: (i) 100% of the equity interests in a closely-held manufacturing corporation; and (ii) a product line and substantially all remaining assets of a privately-held consumer products distributor.  Integrity Marketing Group in a series of acquisitions of all the equity interests in various regional health insurance brokerage and wealth management firms.

Kane Russell Coleman Logan PC | 1Kari D. LutringerSenior Attorneydirect 713-425-7447 main 713.425.7400 fax 713.425.7700klutringer@krcl.comKari represents individuals and entities in a variety of industries including real estate,farming and ranching operations, oileld services, banking and nancial services, andprivate individuals.Kari's focus is on transactional work, including mergers and acquisitions, dispositions, corporate restructurings, capitaltransactions, financing and other commercial matters.Kari attended the University of Houston Law Center, where she was a member of the Order of the Coif and Order of theBarons.Bar AdmissionsState Bar of Texas (2007)EducationUniversity of Houston Law Center, J.D., 2007 Texas A&M University, M.S., 2004 Texas A&M, B.S., summa cum laude, 2004Practice FocusBusiness & CorporateMergers and AcquisitionsReal Estate

Kane Russell Coleman Logan PC | 2Real Estate FinancingAssociationsState Bar of Texas

Kane Russell Coleman Logan PC | 1Michael G. NavarroDirectordirect 713.425.7404 main 713.425.7400 fax 713.425.7700mnavarro@krcl.comMichael Navarro represents his clients in the kind of important deals that can propelcorporate growth and generate nancial gains for a business.He helps clients navigate the complexities of corporate law when the stakes are high, whether for mergers andacquisitions, equity or debt financing, real estate deals or other commercial transactions.Michael’s clients operate across the U.S. and he has been involved in structuring, negotiating, and documenting a widevariety of business transactions across a multitude of industries including technology, healthcare, retail, restaurant, andreal estate. Lately, many of his clients are companies expanding into Texas from California and New York, or relocatingtheir corporate headquarters to take advantage of the robust economy and business-friendly environment Texas offers. Many clients engage Michael to serve in the role of outside general counsel after an initial representation in a specific dealbecause they value and appreciate his comprehensive understanding of the legal and business issues that companiesface in complex transactions. With a background in intellectual property law, Michael brings additional value to histechnology clients when navigating the additional complexities of licensing and other IP matters in corporate transactions.Michael’s practice is heavily devoted to equity and debt transactions on behalf of emerging companies as well asrepresentation of angel investors, private equity and venture capital on the investment side. He has a deep understandingof the regulatory issues that arise in corporate mergers and acquisitions and private equity deals, including fund formationand raising money in the capital markets. His corporate practice also includes the formation and ongoing representation ofcorporations, limited liability companies, partnerships, joint ventures and other entities as well as the individual owners ofthese enterprises.Armed with extensive experience in real estate transactions, Michael represents clients in a multitude of real estate andreal estate related transactions including buyers and sellers in the purchase and sale of commercial real estate, ownersand developers in commercial real estate projects, and landlords and tenants in commercial leasing transactions. Asignificant portion of his real estate practice is focused on representing developers and real estate finance, including therepresentation of borrowers in balance sheet loan transactions, commercial mortgage-backed securities and other types ofnon-recourse financings. Michael’s real estate engagements include “dirt and sticks” transactions all the way up to theformation of real estate funds and private placements.

Kane Russell Coleman Logan PC | 2Away from the OfficeMichael grew up in the country and still enjoys spending a lot of time outdoors with his three young sons.Bar AdmissionsState Bar of TexasState Bar of NevadaRegistered to practice before the United States Patent and Trademark OfficeEducationSouth Texas College of Law, J.D., 2003 Texas A&M University, B.S., 1999Practice FocusBusiness & CorporateMergers and AcquisitionsCorporate FinanceFinancial ServicesReal EstateReal Estate FinancingSecuritiesTaxHonorsAnume Foundation, Inc. – Board of DirectorsExperienceReal Estate TransactionsRepresents numerous regional and national restaurant chains in leasing transactions and entity structuring.Represents large California franchise operator in new restaurant concept entry into the Houston and Bryan-CollegeStation market.Acts as general outside counsel for real estate investment firm in formation of real estate funds, private offerings andacquisitions, operations, and sales of commercial value-add real estate assets.Represents majority owner of developer entity in development of luxury multi-family project in San Antonio valued atapproximately $74 million.Counseled tenant in $60 million build-to-suit single tenant industrial lease.Represented buyer in acquisition of single tenant industrial property for approximately $10 million.Represented buyer in acquisition of $26 million value-add office building in Houston, Texas including the non-recoursedebt financing.Acts as general outside counsel for Colorado ranch comprised of approximately 400 square miles of controlled land inall real estate and corporate transactions

Kane Russell Coleman Logan PC | 3Recent RepresentationsRepresented waste management company in sale of substantially all of its assets for approximately $80 million.Represents medical technology startup in all corporate matters including structuring, equity offerings and intellectualproperty licensing.Represented family office private equity fund in Series Seed through Series C and convertible debt investments ofemerging healthcare companies.Represented Austin-based construction firm in equity rollover acquisition of construction company.Represented numerous companies in corporate restructurings to optimize asset protection strategies.Represented manager in manager buyout of meat processing facility in Central Texas.Represented life sciences company stockholders in the sale of all of the company’s stock to a private equity fund for$45 million and rollover equity in the fund.Represented private equity fund in acquisition of numerous behavioral health companies.Represented numerous real estate funds in fund formation and private placements totaling over $100 million.Represented construction materials company in $10 million investment from private equity fund.Represented closely held corporation in stock redemption for $2 million concurrently with the purchase of real estate forapproximately $8M and the restructuring of approximately $4 million of debt.Notable Transactions and RepresentationsRepresented fifty percent (50%) owner of large privately held restaurant corporation in company deadlock issues.On behalf of the City of Las Vegas, assisted in the drafting and negotiations of the disposition and developmentagreement, the option agreement, and deed of trust for the $25M sale of downtown land which included the city hallbuilding and a city parking garage to online retailer Zappo’s.On behalf of major developer, drafted complex disposition and development agreement with the City of Las VegasRedevelopment Agency for the redevelopment of areas in downtown Las Vegas involving development investment ofover $100 million.On behalf of landlord, negotiated and drafted lease agreements for two commercial retail properties with TESCO, amajor grocery retailer from England entering the U.S. market.On behalf of landlord, negotiated and drafted lease agreements with national fast casual, fast food, and casual diningrestaurants, national banks, and various office and industrial tenants.Represented hotel and casino operator in ITO transaction valued at $250 million which involved the handling of variouscomplex employment, intellectual property, insurance, risk transfer, and regulatory matters.Counseled and negotiated on behalf of casino developer in the borrowing of $550 million and $125 million ofsubordinated debt.Represented buyer in potential purchase of major a casino property offered at $700 million.Represented buyer in purchase of two casino properties collectively offered for $200 million.

Kane Russell Coleman Logan PC | 1Adrienne CollinsSenior Attorneydirect 713-425-7418 main 713.425.7400 fax 713.425.7700ACollins@krcl.comAdrienne represents and advises clients in all aspects of commercial real estatetransactions, including acquisition, leasing, development, and nancing of a variety ofprojects spanning various industries.Adrienne has extensive experience in corporate formations, capital raise efforts and other corporate issues. Adrienneenjoys the negotiating and drafting process of deal-making as it is her favorite part of the practice of law. She takes greatpride in crafting effective sentences that are clear and concise, accomplishing the goals of each party and deal.Adrienne’s practice began at a small boutique commercial real estate firm in Houston. Following the 2008 downturn,Adrienne pivoted to oil and gas transactional work, broadening her knowledge and experience that proves beneficial intoday’s market.Prior to joining KRCL, Adrienne focused on the representation of local sponsors and developers, owners and purchasersof properties, start-ups, and negotiating and drafting service, management and asset sale agreements.Away from the Office Adrienne enjoys spending time with her husband and two children, volunteering with the National Charity League andHouston Pets Alive, and serving in church.Bar AdmissionsState Bar of Texas (2004)EducationSouth Texas College of Law, J.D., 2003 University of Texas at Austin, B.J., 2000

Kane Russell Coleman Logan PC | 2Practice FocusBusiness & CorporateMergers and AcquisitionsReal EstateReal Estate FinancingAssociationsState Bar of TexasBusiness Law, Consumer and Commercial Law, and Real Estate, Probate and Trust Law Section of State Bar of Texas

Kane Russell Coleman Logan PC | 1Charles E. AsterDirectordirect 214.777.4266 main 214.777.4200 fax 214.777.4299caster@krcl.comCharles Aster, a director of the Firm, practices in the Business Section with aconcentration in the real estate, nance, sports stadium development and Chinapractices.He has a diverse real estate practice which includes not only working closely on the development and financing of anumber of premier stadiums and arenas across America, but also spending almost 35 years specializing in the acquisition,ground leasing, construction, financing, leasing and sales of major office buildings, hotel groups and hotel projects,apartment complexes and shopping centers throughout the United States.Charles has also worked with many foreign investors and foreign institutions on acquiring and financing many major office,retail, hotel, and residential projects throughout North America. He heads the Firm’s China Practice Group whichrepresents American clients investing in and transacting business with China and Chinese clients doing business in theUnited States. The China Practice includes purchasing real estate in China, buying or building manufacturing facilities inChina, importing and exporting goods to and from China and representing Chinese entities in transactions in the UnitedStates. Charles also heads the Firm’s separate Sports Stadium practice and mortgage lending practice in both mortgagesbacked securitized conduit loans and purchasing and selling large mortgage loan pools from and to government agenciesand private financial institutions.Bar AdmissionsState Bar of Texas (1982)State Bar of New York (1988)EducationThe George Washington University, J.D., 1982

Kane Russell Coleman Logan PC | 2Executive Editor, The George Washington Journal of International Law and EconomicsAustin College, B.A., 1979Austin ScholarPractice FocusBusiness & CorporateFinancial ServicesReal EstateReal Estate FinancingBankruptcy, Insolvency & Creditors' RightsMergers and AcquisitionsEsportsExperienceStadiums and Arenas$220,000,000 construction loan for American Airlines Center, home to the Dallas Mavericks NBA basketball team andthe Dallas Stars NHL hockey team.$170,000,000 construction loan for SBC Park, home to the San Francisco Giants MLB baseball team.$156,000,000 construction loan for Petco Park, home to the San Diego Padres MLB baseball team.Represented International Speedway Corporation, as developer, in negotiating the land acquisition and construction ofa major new NASCAR Raceway and surrounding commercial development in the New York-New Jersey-Connecticutarea.Represented the City of Harrison, New Jersey in negotiating the lease and construction of the $100,000,000MetroStars Soccer Stadium and the $2 billion commercial development surrounding the stadium, home to the NewYork MetroStars MLS soccer team.$70,000,000 construction loan for Freemen’s Wharf Stadium (Leicester City, England), home to the Leicester CityFootball Club, a U.K. Premier League football (soccer) club.Representing the City of Fort Worth, Texas in negotiating potential tax abatements and/or refunds in connection withthe 200,000 seat Texas Motor Speedway for NASCAR Champion Series Races.China, Korea and Japan PracticeRepresenting American companies setting up new entities in China.Representing American entities purchasing or investing in real estate projects in China.Representing American entities purchasing manufacturing facilities or investing in Chinese entities owningmanufacturing facilities in China.Representing American entities purchasing and importing goods from China.Representing American entities selling and exporting goods to China.Representing Chinese and Korean companies setting up entities in America.Representing Chinese companies in product liability litigations.Representing Chinese companies in debt collection actions against delinquent American buyers.Representing Chinese and Korean entities in purchasing and selling real estate in America.

Kane Russell Coleman Logan PC | 3Representing Chinese and Korean companies in their day-to-day American operations.$730,000,000 sale of more than 30 major hotels in the United States by a Hong Kong group.Represented a major Japanese entity in a joint venture for the construction and operation of a $100,000,000 hotel inAtlanta, Georgia.$81,000,000 acquisition by a Japanese entity of a partnership interest in a major Washington, D.C. hotel.$54,000,000 hotel in California purchased for a Korean hotel conglomerate$24,000,000 hotel in Texas purchased for a US/China groupRecent Presentations on ChinaChaired attorney panel and spoke on issues faced by mid-size American companies when investing or doing businessin China. 10th Annual Harvard-China Review, March 2007.Speaker at the Canton Trade Fair on legal issues regarding U.S. imports from and exports to China. Guangzhou,China, October 2007.Speaker at the China Institute in New York City on how China’s new laws are affecting U.S. investment into China andexpanding Chinese investments into the United States.Numerous speeches and presentations on American companies setting up and operating businesses in China.General Commercial/Real Estate; Acquisitions, Lending and Development$630,000,000 acquisition by a European client of control of three office buildings, two in Chicago and one in New YorkCity, each consisting of approximately 1,000,000 square feet in a transaction reported in The Wall Street Journal asone of the largest U.S. real property investments by an off-shore investor.Over $500,000,000 mortgage loan by a major U.S. bank to finance a leveraged buy-out of seven major shoppingcenters in four states by an offshore investment group.$350,000,000 senior debt/mezzanine debt/equity financing of the development of a mixed-use real estate project inDallas.$210,000,000 mortgage loan secured by thirty-one separate apartment complexes located in two states.$200,000,000 mortgage loan on multiple tower mixed-use high rise project in Dallas, Texas.$160,000,000 investment by a foreign financial institution in a development joint venture with respect to the renovationof a major New York City commercial property.Over $100,000,000 of office, retail, hotel and residential properties purchased in over twelve states for a real estatefund’s national acquisition program.Over $80,000,000 mortgage loan covering numerous apartment complexes in Houston, Texas.$65,000,000 mortgage loan on a commercial office park on Long Island, New York.$60,000,000 working capital loan for US/Taiwan high-tech manufacturer.$20,000,000 working capital loan for US manufacturer.$23,000,000 mortgage borrowing for an office building located in New York City.$14,000,000 acquisition and debt restructuring of an oil refinery in Arkansas.Negotiation of a joint venture and related agreements for the acquisition by foreign investors of the 2 million square foot(three towers) Southland Center in Dallas, Texas.Represented a REIT in purchasing and selling shopping centers throughout the nation.Numerous commercial office lease transactions for foreign and domestic tenants and landlords.Created and negotiated numerous limited liability companies, joint ventures, partnerships and corporations.Representation of various lenders and borrowers in real estate loan work-outs, pre-packaged bankruptcies, deed-in-lieu transactions and partnership and joint venture restructurings throughout the United States.Hotel Transactions$730,000,000 sale of more than 30 major hotels in the United States by a Hong Kong group.

Kane Russell Coleman Logan PC | 4$105,000,000 acquisition and privatization of the UN Plaza Hotel from the City of New York by a foreign hotel company.Represented a fund which purchases portfolios of hotels throughout the United States.Represented a major Japanese entity in a joint venture for the construction and operation of a $100,000,000 hotel inAtlanta, Georgia.$81,000,000 acquisition by a Japanese entity of a partnership interest in a major Washington, D.C. hotel.Sale of $100,000,000 hotel in Atlanta, Georgia.$105,000,000 mortgage borrowing for hotel located in New York City.Represent hotel acquisition and management groups in purchasing hotels throughout America and negotiatingfranchise and management agreements.Represented a securitized lender in making hotel construction loans throughout the U.S.Loan Portfolio Acquisitions and SecuritizationsRepresented Citibank N.A. in developing its national mortgage loan conduit program for securitization and closed over$200,000,000 of mortgage loans in over twenty-five states for securitization.Represented Deutsche Morgan Grenfell in its mortgage loan conduit program for securitization closing numerous loansin various states.Represented Prime Capital Funding in originating over $100,000,000 worth of securitizable mortgage loans whichprimarily focused on construction and permanent financing for hotels.Represented Texas borrower in multiple portfolio financings for securitized construction and permanent loans forproperties throughout the southwest.Represented numerous borrowers in major single property financings for specialized securitization portfolios.Represented 62 different lending institutions, with properties located in 29 states, and Citibank N.A. in purchasingapproximately 350 mortgage loans from the FDIC, having an aggregate unpaid principal balance of approximately$138,000,000.Represented Citibank N.A. in purchasing approximately 42 mortgage loans from a large savings and loan associationwith properties located in over two dozen states and having an aggregate unpaid principal balance of approximately$119,000,000.Represented Citibank N.A. in acquiring and transferring to the securitization trustee over $200,000,000 in mortgageloans secured by properties located throughout the United States.Represented Citibank N.A. in transferring to the securitization trustee over $175,000,000 in mortgage loans secured byproperties located throughout the United States.Represented Internationale Nederlanden Group Bank (ING Bank) in selling approximately 25 mortgage loans to a largeprivate investment bank with an aggregate unpaid principal balance of over $50,000,000.Represented Citibank N.A. in purchasing approximately 18 mortgage loans from a large private bank with propertieslocated in various southwestern states and having an aggregate unpaid principal balance of approximately$50,000,000.Represented ING Bank in purchasing approximately 50 mortgage loans from a large Canadian financial institution withproperties located throughout Canada and having an aggregate unpaid principal balance of approximately$50,000,000.Represented Citibank N.A. in purchasing approximately 35 mortgage loans from a large private bank and having anaggregate unpaid principal balance of approximately $35,000,000.Represented ING Bank in purchasing approximately 32 mortgage loans from a large private bank with propertieslocated throughout the south and southwest and having an aggregate unpaid principal balance of approximately$33,000,000.Represented Citibank N.A. in purchasing approximately 30 mortgage loans from the RTC with properties located in thesouthwest and having an aggregate unpaid principal balance of approximately $30,000,000.

Kane Russell Coleman Logan PC | 5Represented ING Bank in purchasing approximately 30 mortgage loans from a large Canadian financial institution withproperties located throughout Canada and having an aggregate unpaid principal balance of approximately$30,000,000.Represented Citibank N.A. in purchasing approximately 30 mortgage loans from the RTC with an aggregate unpaidprincipal balance of approximately $25,000,000.Represented ING Bank in purchasing approximately 15 mortgage loans purchased from a large savings and loanassociation with properties located along the eastern seaboard and having an aggregate unpaid principal balance ofapproximately $25,000,000.Represented Citibank N.A. in purchasing approximately 6 mortgage loans from a large private financial company withan aggregate unpaid principal balance of approximately $25,000,000.Distressed AssetsPartnership, corporate and limited liability company dispute resolution.Forbearance, loan modifications, workouts and settlements.Foreclosures of both real property and UCC personalty.Guaranty Enforcement.Distressed acquisitions and sales of real property, personalty and entity interests.Setting up distressed asset acquisition funds and entities.Purchasing and selling loan portfolios and individual loans.PublicationsCo-Author of "Syndicated Construction Loans, Defaulting Lenders and Equitable Remedies", 48 Tex. Tech L. Rev 853(2016)Co-Author of “New Play Book Page: Stadium Naming Rights,” New York Law Journal, August 27, 2001.Author of “Private Project Financing of Sports Stadiums,” Stadia World, Summer 1999, page 19.Co-Editor of A Practical Guide to Letters of Credit, Executive Enterprise Institute, 1990.Author of “The Letter of Credit Honor/Dishonor Process,” A Practical Guide to Letters of Credit, 195 (1990)Presentations“Flood Insurance and Repair/Rebuild," 42nd Annual Texas Association of Bank Counsel Convention (21 September2018)InsightsConsiderations For Banks In Preparing For The End Of LIBOR

Kane Russell Coleman Logan PC Michael A. Attaway Director direct 214.777.4245 main 214.777.4200 fax 214.777.4299 mattaway@krcl.com Michael Attaway counsels clients in various corporate transactions, commercial financing transactions, and other business-related matters. He represents private equity firms and strategic buyers and sellers in connection with both acquisitions and divestitures. Chair of the Business Transaction Practice Group, Michael also assists startups and mature businesses with their capital raise efforts, governance, and other corporate issues. Michael works with financial institutions, credit funds, and borrowers to structure, draft, and negotiate loan documentation for syndicated and bi-lateral asset-based and cash-flow financings, real estate financings, and other secured and unsecured credit facilities. In addition, he advises financial institutions and distressed asset funds in the resolution of distressed loans and real and personal property foreclosures. With a broad and diverse corporate practice that includes handling several aspects of both transactions and financings, Michael contributes a wide-angle perspective to his clients’ concerns and is readily available to help them in many different capacities. He takes a keen interest in the various businesses he advises across many industries. His educational background in accounting gives him an in-depth understanding of the numbers and how they fit into his clients’ commercial strategies. Michael particularly enjoys shepherding clients through mergers and acquisitions because these deals sit at the intersection of many different disciplines and always require a great deal of critical thinking. Each transaction large or small brings its own set of unique obstacles that need to be overcome. Michael finds it gratifying to help resolve these problems for his clients and support them in setting their companies and organizations on the path to greater success.

Kane Russell Coleman Logan PC Away from the Office Michael is a co-founder the Mississippi Sports Law Society, which has become one of the largest student organizations at the University of Mississippi School of Law. He is active with Big Brothers Big Sisters and in his free time enjoys watching sports, being active outside, and spending time with friends. Bar Admissions  State Bar of Texas (2012)  State Bar of Mississippi (inactive) (2014) Education University of Mississippi School of Law, J.D., summa cum laude, 2012  Associate Articles Editor, Mississippi Law Journal  Recipient of James Oliver Eastland Scholarship in Law  Recipient of Outstanding Student Award for Contracts II, Civil Procedure II, Corporate Finance Law and Conflict of Laws  Co-Founder and Treasurer of the Mississippi Sports Law Society  3L Senator for the Law School Student Body  Phi Delta Phi Honor Society Mississippi State University, B.A., summa cum laude, 2009 Practice Focus  Business & Corporate  Financial Services  Mergers and Acquisitions  Corporate Finance Experience Mergers and Acquisitions/Corporate  Represented equity owners in connection with the sale of a controlling interest in a group of US, UK, and Canadian specialty manufacturing companies valued at $240,000,000.  Represented Canadian manufacturing company in connection with $84,000,000 cross-border acquisition of U.S. manufacturing operations and related financing.  Represented stockholders in connection with the sale of a specialty engineering company valued at $90,000,000 (including deferred purchase price).  Represented equity owners in connection with the sale of a natural stone and tile distribution company valued at approximately $55,000,000 (including deferred purchase price).

Kane Russell Coleman Logan PC  Represented Canadian food products company in connection with $22,500,000 cross-border acquisition of U.S. growing and production operations and related $100,000,000 CAD financing.  Represented customs brokerage firm in connection with $75,000,000 disposition of U.S. and Mexican companies.  Represented plywood door distributor in connection with $30,000,000 disposition of assets.  Represented portfolio companies of private equity firms in connection with the disposition of approximately $100,000,000 of oil and gas assets and the acquisition of an oilfield services and manufacturing company.  Represented companies in connection with various acquisition and disposition transactions and general corporate counsel. Finance  Represented administrative agent in connection with $150,000,000 syndicated credit facility to private equity sponsored developer of natural gas and fiber optic distribution systems.  Represented administrative agent in connection with syndicated credit facilities totaling approximately $50,000,000 to private equity aggregator of single-family residences.  Represented administrative agent in connection with $100,000,000 syndicated credit facility to private equity sponsored developer of natural gas distribution systems.  Represented administrative agent in connection with $95,000,000 credit facility used by private equity sponsored company to acquire cell tower, billboard and solar leases and easements and other income-producing assets.  Represented private equity sponsored oil and gas production company in connection with its acquisition of a $500,000,000 credit facility.  Represented financial institution in connection with a $50,000,000 revolving credit facility to fund projects and investments of a family office.  Represented financial institution in connection with a $50,000,000 revolving, asset-based credit facility used for working capital.  Represented financial institution in connection with $43,000,000 senior debt financing for the acquisition and development of multi-family housing and negotiation of inter-creditor agreement with mezzanine lender.  Represented company in connection with its acquisition of $35,000,000 working capital revolving credit facility.  Represented private equity firm in connection with various loans primarily secured by real estate.  Represented financial institutions in connection with the workout of distressed real estate and asset-based lending loans, including syndicated credit facilities involving borrowers in various industries. Real Estate  Represented foreign conglomerate in connection with separate transactions involving the $110,000,000 and $65,000,000 acquisitions of national franchise hotels in California and the $65,000,000 disposition of a national franchise hotel in California.  Represented clients in connection with various real estate finance, acquisition, and disposition transactions.

Kane Russell Coleman Logan PC Publications  The Law of Banking, "Considerations for Banks in Preparing for the End of LIBOR," September 2018  Co-Author of “Syndicated Construction Loans, Defaulting Lenders and Equitable Remedies”, 48 Tex. Tech L. Rev 853 (2016)  Pitfalls for Lawyers of Proposed Change to International Code of Ethics for Accountants, by Michael Attaway and Jennifer Schultz, The Professional Lawyer, Volume 21, Number 4 (2013)  Lending to a Series LLC, by Gordon Russell and Michael Attaway, Dallas Bar Association Headnotes, Volume 38, Number 9, September 2013 Honors  Texas Rising Stars, Thomson Reuters (2018 - 2022)  Outstanding Professional Article, Texas Tech Law Review, Volume 48 (2016)  D Magazine Best Lawyers under 40, Corporate Law (2021) Associations  Dallas Association of Young Lawyers Presentations  “The End of LIBOR: What It Means for Lenders,” 42nd Annual Texas Association of Bank Counsel Convention (20 September 2018) Community  Big Brothers Big Sisters Insights  Dallas Corporate Team Handles Successful Acquisition for Alterri Distribution Center, LLC  KRCL named Top 20 on the M&A Law Firm Leaderboard for 2021  KRCL represents Featherweight Capital Partners in acquisition of Broadcat LLC  Considerations For Banks In Preparing For The End Of LIBOR  LITIGATION ALERT: Proposed Change to International Code of Ethics for Accountants Would Negatively Impact Privilege and Confidentiality

Kane Russell Coleman Logan PC | 1Miles EmeryAssociatedirect 713-425-7449 main 713.425.7400 fax 713.425.7700memery@krcl.comMiles Emery is an associate, focusing his practice on corporate transactions.Miles's practice is devoted to helping emerging new companies grow, whether it be through venture capital, private equity,or mergers & acquisitions. Miles also assists up-and-coming companies with their intellectual property by negotiatinglicensing agreements and providing litigation support. Before joining KRCL, Miles was involved in commercial financingtransactions such as lender-side loan agreements to small businesses, including a $1 billion syndicated credit agreementfor a Fortune 500 company, as well as commercial real estate transactions. During law school, Miles completed a judicial internship for the Honorable Judge Alan Albright of the United States DistrictCourt, Western District of Texas. Miles holds a J.D. from Baylor Law School and a B.S. in Aerospace Engineering from the University of Texas. He is also amember of the T-Association at the University of Texas. Away from the OfficeIn his free time, Miles enjoys attending Longhorn athletic events and golfing with his wife, as well as attending PorscheClub of America events throughout Houston. Miles also enjoys going on walks at Hermann Park with his wife and theirdog, Kylo.Bar AdmissionsState Bar of Texas (2021)EducationBaylor University School of Law, J.D., 2021 The University of Texas at Austin, B.S., 2018

Kane Russell Coleman Logan PC | 2Practice FocusBusiness & CorporateIntellectual Property

Kane Russell Coleman Logan PC | 1Joitza HenriquezAssociatedirect 713-425-7451 main 713.425.7400 fax 713.425.7700jhenriquez@krcl.comJoitza represents and advises clients in various real estate-based transactions,including acquisitions, leasing, development, and nancing. Herpractice also includesrepresenting buyers and sellers in mergers and acquisitions as well as general businesslegal matters for closely held entities.Joitza has been involved in structuring and documenting a wide variety of business transactions across different industriesand her background in intellectual property further assist her in bringing additional value to her clients when additionalcomplexities of licensing and other IP matters in corporate transactions arise.She received her J.D. from South Texas College of Law with Honors (Cum Laude), where she served as Editor-in-Chief ofthe Journal of International Economic Law and President of the Intellectual Property & Technology Law Society. Shereceived her Certificate in Transactional Law Practice and was awarded the Dean’s Spirit Award.Away from the Office Joitza loves spending time with her fiance, and her family, as well as traveling, jogging and horseback riding. She alsospeaks several languages, including Spanish, Dutch, Papiamento, and Farsi.Bar AdmissionsState Bar of Texas (2022)EducationSouth Texas College of Law, J.D., cum laude, 2022Editor-in-Chief, CURRENTS: Journal of International Economic LawPresident, Intellectual Property and Technology Law Society

Kane Russell Coleman Logan PC | 2CALI Excellence Award for Highest Grade: Property IICertificate in Transactional Law PracticeDean’s Spirit Award 2021-2022Presidential FellowUniversity of Applied Sciences, Leiden, The Netherlands, B.S., 2017Practice FocusBusiness & CorporateMergers and AcquisitionsReal EstateLanguagesSpanish, Dutch, Papiamento, and Farsi.

Kane Russell Coleman Logan PC | 1John M. InabnettDirectordirect 214.777.4236 main 214.777.4200 fax 214.777.4299jinabnett@krcl.comJohn's practiceinvolves the representation of real estate developers, landlords andtenants in all types of leasing transactions, and borrowers and lenders in a variety oflending transactions.John also has significant experience in retail and office development, leasing, and financing transactions.Representative transactions include:Representation of developer in the acquisition, development, and leasing of a 700,000 square foot shopping center inTyler, TexasRepresentation of developer in the acquisition, development, and leasing of a Kroger- and Academy-anchoredshopping center in Benton, ArkansasRepresentation of developer in the acquisition and financing of a 700,000 square foot shopping center in Salt LakeCounty, UtahRepresentation of developer in the acquisition, leasing, and disposition of a 160,000 square foot shopping center inMansfield, TexasRepresentation of the developer in the acquisition, leasing, and disposition of a Class A shopping center inWeatherford, TexasRepresentation of developer in the acquisition, development and leasing of a Class A mixed-use office and residentialproject in the Uptown area of Dallas, TexasRepresentation of developer in the acquisition and development and leasing of a Class office building near LegacyTown Square in Plano, TexasRepresentation of developer in the leasing and disposition of a 700,000 square foot shopping center in Arlington, TexasRepresentation of developer in the leasing and disposition of a Sam's/Walmart-anchored shopping center in Dallas,Texas

Kane Russell Coleman Logan PC | 2Representation of developer in the acquisition, leasing, and financing of a 500,000 square foot office building in Irving,TexasRepresentation of developer in the acquisition, leasing, and financing of a 300,000 square foot build-to-suit officebuilding in Malvern, PennsylvaniaRepresentation of developer in the acquisition, leasing, and financing of a Sam's-anchored shopping center in Dallas,TexasRepresentation of developer in the acquisition and development of an $85 million hotel project near Dallas, TexasRepresentation of developer in the acquisition of a 300,000 square foot shopping center in Phoenix, ArizonaBar AdmissionsState Bar of Texas (2003)EducationSouthern Methodist University Dedman School of Law, J.D., 2003Recipient of Dean's ScholarshipMember of Corporate Law SocietyAbilene Christian University, B.B.A., 2000FinancePractice FocusBusiness & CorporateReal EstateRetail, Restaurant & HospitalityHonorsChambers USA Guide, Recognized Practitioner, 2018-2019ExperienceRepresentation of developer in the acquisition, development, and leasing of a 700,000 square foot shopping center inTyler, TexasRepresentation of developer in the acquisition, development, and leasing of a Kroger- and Academy-anchoredshopping center in Benton, ArkansasRepresentation of developer in the acquisition and financing of a 700,000 square foot shopping center in Salt LakeCounty, UtahRepresentation of developer in the acquisition, leasing, and disposition of a 160,000 square foot shopping center inMansfield, TexasRepresentation of the developer in the acquisition, leasing, and disposition of a Class A shopping center inWeatherford, TexasRepresentation of developer in the acquisition, development and leasing of a Class A mixed-use office and residentialproject in the Uptown area of Dallas, Texas

Kane Russell Coleman Logan PC | 3Representation of developer in the acquisition and development and leasing of a Class office building near LegacyTown Square in Plano, TexasRepresentation of developer in the leasing and disposition of a 700,000 square foot shopping center in Arlington, TexasRepresentation of developer in the leasing and disposition of a Sam's/Walmart-anchored shopping center in Dallas,TexasRepresentation of developer in the acquisition, leasing, and financing of a 500,000 square foot office building in Irving,TexasRepresentation of developer in the acquisition, leasing, and financing of a 300,000 square foot build-to-suit officebuilding in Malvern, PennsylvaniaRepresentation of developer in the acquisition, leasing, and financing of a Sam's-anchored shopping center in Dallas,TexasRepresentation of developer in the acquisition and development of a $85 million hotel project near Dallas, TexasRepresentation of developer in the acquisition of a 300,000 square foot shopping center in Phoenix, ArizonaClientsThe Retail Connection / Connected DevelopmentTrammell Crow CompanyAltera Development CompanyHendricks Commercial PropertiesGuggenheim Retail Real Estate PartnersAssociationsDallas Association of Young LawyersDallas Bar AssociationCommunityJohn enjoys playing golf and is an active member of Watermark Church.

Kane Russell Coleman Logan PC | 1Stephen L. KirschnerAssociatedirect 214.777.4259 main 214.777.4200 fax 214.777.4299skirschner@krcl.comWith a focus on leasing and acquisitions, dispositions, and nancings of commercialreal estate, Stephen Kirschner represents developers in sophisticated transactionsinvolving retail, oce, industrial, and mixed-use properties.His clients include both Texas-based companies and organizations located in states across the country.Stephen particularly enjoys shepherding projects from the time a client identifies property for development orredevelopment through to the tenant lease. He also understands the strategies needed to help companies attain theirbusiness goals through development, construction, and lease negotiation. Stephen finds it gratifying to contribute to aneffort that economically boosts a community and enhances a geographic landscape or city skyline.Serving clients in an industry known for its fluctuations, Stephen always provides a calm, steady presence. He works hardto help those he represents get through turbulent times and optimize their outcomes when the market is strong.Away from the OfficeIn his free time Stephen jogs on Dallas’ Katy Trail, explores local craft breweries, and cheers on the Dallas Stars. He alsoenjoys hiking vacations, international travel, and reading.Bar AdmissionsState Bar of Texas (2016)State Bar of Oklahoma (2014)EducationUniversity of Iowa College of Law, J.D., 2014

Kane Russell Coleman Logan PC | 2Contributing Editor, Iowa Law ReviewOklahoma State University, B.S.B.A., 2010Practice FocusReal EstateReal Estate FinancingBusiness & CorporateHonorsBest Lawyers: Ones to Watch, Real Estate Law (2022-2023)Presentations“Representing the Unpopular Client,” Law Day 2015, Seminole County, Oklahoma (2015).AssociationsDallas Bar AssociationDallas Association of Young LawyersThe Real Estate Council (TREC)

Kane Russell Coleman Logan PC | 1Leslie McKeeAssociatedirect 214-777-4214 main 214.777.4200 fax 214.777.4299lmckee@krcl.comLeslie McKee is a nancial services associate who focuses her practice on commerciallending, banking, and nancial institutions.Before joining the firm, Leslie worked in the financial industry, processing and coordinating various loans, includingcommercial and industrial, and real estate-secured loans, including construction loans. Leslie is also experienced in CRAlending.Leslie was also a small business owner of a thriving bakery for over ten years.Away from the OfficeLeslie is all things Texas Aggies! She and her family love spending time in College Station and attending games. WhenLeslie is not cheering on the Aggies, you can find her baking, camping, fishing, or scuba diving.Bar AdmissionsState Bar of Texas (2022)EducationTexas A&M University School of Law, J.D., 2022Deans ListSenior Citation Editor, Texas A&M Journal of Property LawEldon B. Mahon Inn of CourtHardin-Simmons University , B.B.S., 1996

Kane Russell Coleman Logan PC | 2Practice FocusFinancial ServicesBusiness & CorporateReal Estate FinancingAssociationsState Bar of TexasTexas Bankers AssociationTexas Wall Street WomenTexas Aggie Bar AssociationDallas Bar AssociationTarrant County Bar AssociationDallas Association of Young LawyersHardin Simmons Legal Leaders Advisory BoardPublicationsHotels in Distress: Surviving an Economic Downturn Through Non-Traditional Contracting, 8 Tex. A&M J. Prop. L. 73(2022).

Kane Russell Coleman Logan PC Sophie Wen Associate direct 214.777.4274 main 214.777.4200 fax 214.777.4299 swen@krcl.com Sophie Wen is an associate, focusing her practice on corporate, mergers and acquisitions, and tax matters. Prior to law school, Sophie attended the University of Toronto, obtaining an Honours Bachelor of Arts in International Relations. During law school, Sophie served as the Articles Editor of the International Law Review Association and was the Clinic Chief for the SMU Federal Income Tax Clinic. She received her J.D. from the Southern Methodist University Dedman School of Law, cum laude, and was named to the Dean’s List on several occasions. Bar Admissions  State Bar of Texas (2021) Education Southern Methodist University, J.D., cum laude, 2021  Dean's List  Articles Editor, International Law Review Association  Clinic Chief, SMU Federal Income Tax Clinic  Phi Delta Phi University of Toronto, Honours Bachelor of Arts, 2015

Kane Russell Coleman Logan PC Practice Focus  Tax  Business & Corporate  Mergers and Acquisitions Languages  Chinese (Mandarin)

Kane Russell Coleman Logan PC Patrick V. Stark Director direct 214.777.4260 main 214.777.4200 fax 214.777.4299 pstark@krcl.com Rick Stark, a founding Director of the Firm, practices in the Business Section with a concentration in corporate finance, securities and mergers and acquisitions. He has had extensive experience in financings of all types, ranging from venture capital to public debt and equity offerings, while representing clients in a variety of industries including consumer products, health care, telecommunications, real estate and oil and gas. Bar Admissions  State Bar of Texas (1979) Education Georgetown University Law Center, J.D., magna cum laude, 1979  Articles Editor, American Criminal Law Review Arizona State University, B.A., 1976  with honors

Kane Russell Coleman Logan PC Practice Focus  Business & Corporate  Corporate Finance  Energy, Oil and Gas  Environmental  Financial Services  Insurance  Manufacturing  Mergers and Acquisitions  Real Estate Financing  Securities  Esports Honors  AV Preeminent®, Martindale Hubbell  Best Lawyers in Dallas, D Magazine, Corporate Law: General (2013-2014, 2017, 2021)  Recipient, Highest Grade, Texas Bar Exam (1979) Experience The Firm regularly represents companies, funds and individuals in their various acquisition, disposition and financing activities. Deal sizes typically are in the $15,000,000 to $100,000,000 range. Some specific recent transactions include:  Purchase of $150,000,000 of natural gas assets in Turkey with a simultaneous resale of $90,000,000 of such assets to third-party purchasers.  Sale of majority interests in large natural gas field in Barnett Sale in Texas to Chinese national with an indicated value of $76,000,000.  $60,000,000 in acquisitions of oil and gas properties in Bulgaria, Morocco and Turkey.  $12,000,000 sale of privately held consumer products company to equity sponsor.  $30,000,000 investment by Chinese national into a publicly traded oil and gas company.  $350,000,000 senior debt/mezzanine debt/equity financing a mixed use real estate project in Dallas.  Five separate acquisitions throughout the United States for a publicly traded temporary services company in pursuit of roll-up strategy.  Numerous energy companies and alternative energy companies in acquisition and financing transactions with values in excess of $500,000,000. Presentations  Frequently lectures at continuing legal education seminars.

Kane Russell Coleman Logan PC Associations  Dallas Bar Association Community  Member/trustee of various boards and committees for educational institutions and non-profit organizations Insights  Dallas Corporate Team Handles Successful Acquisition for Alterri Distribution Center, LLC  KRCL named Top 20 on the M&A Law Firm Leaderboard for 2021