Gil Melman Email & Phone Number

Bay Area, Ca, Us

I serve as the General Counsel and Chief Compliance Officer for SER Capital Partners and the funds under its management. I serve in this capacity through an outsourced arrangement with Fund Legal Advisors, P.C., a professional corporation of which I am the shareholder.

Indianapolis, Indiana, Us

Developed and managed legal department of 15 employees for a national publicly traded construction company with an emphasis on renewable energy projects.Managed relationships with two private equity sponsors, including the successful exit of one group in early 2021 and the initial investment of the other group during 2019.Board Secretarial duties and acted as primary advisor on corporate governance, including working with special committees to address related party and conflict transactions with private equity sponsors.Negotiated and advised on a complex $190 million preferred stock investment by new private equity group in 2019.Managed and advised on issues related to SPAC and despacking process on behalf of the Company.Instrumental in creating and managing the Company's diversity, equity and inclusion program including the initial external reporting of this program.

• Manage Legal/Regulatory Department consisting of 12 employees in a publicly traded provider of retail electricity and natural gas with a footprint in 19 states and over 47 markets.• Responsible for all SEC reporting functions, transactional matters, operational contracts, wholesale energy transactions, regulatory compliance and litigation management.• Draft and negotiate merger and acquisition agreements in-house for the company’s active corporate development group. • Completed 10 merger and acquisition transactions in 4 years, all of which were handled in house.• Managed a successful $60 million initial public offering in August 2014 using an “up-c structure” and completed 2 follow on secondary offerings and 2 preferred stock offerings.• Manage regulatory compliance in 19 states and at the Federal level for retail and wholesale operations.• Manage several key litigation matters, including active class action docket.• Manage lobbying efforts to influence regulatory policy in connection with deregulated markets in various states and in connection with international market deregulations.• Developed and currently implementing compliance function within key non-financial areas of the company.• Negotiated and currently managing an international joint venture with Japanese counterparty for joint development of retail electricity business in Japan.• Act as secretary and primary liaison to Board of Directors and its committees with responsibility for communications to the Board and maintenance of the Board’s schedule and activities and all related corporate governance and record keeping functions. • Advise Board and management on all corporate governance matters.

• General Counsel to Houston-based publicly traded oil exploration company with several heavy oil prospects in Madagascar. • Managed $100 million initial public offering on the London Stock Exchange and two subsequent offerings totaling $100 million.• Represented the company in the development and implementation of a $200 million steam flood test pilot.• Drafted, reviewed and negotiated a variety of operating and commercial contracts, including farmout agreements, joint operating agreements, drilling contracts, seismic acquisition agreements, production sharing contracts, master service agreements, confidentiality agreements, leases and purchase and sale agreements, underwriting agreements, consulting and employment agreements.• Managed staff of 4 and outside counsel in various jurisdictions, including U.K., Bermuda, Mauritius, South Africa, U.S. and Madagascar. • Managed corporate secretarial functions for Bermuda, Mauritius and Madagascar entities.• Advised Board of Directors and management on corporate finance and structuring, corporate governance and international legal issues. • Developed and implemented policies and procedures, such as Anti-bribery and Corruption Policy and Insider Trading Policy.• Drafted and reviewed public company reporting and compliance with the London Stock Exchange regulations. • Managed successful resolution of expropriation dispute with the Government of Madagascar.

Austin, Texas, Us

Corporate transactional attorney specializing in mergers and acquisitions, corporate finance, business formation and general corporate transactions. I was able to build a practice of energy related clients who were interested in an "outsourced general counsel". I continued my work at The Redstone Companies on an outsourced basis and built a general counsel practice that included acting as the Texas regional counsel for NRG Energy (2007-2008) and as the general counsel of Galveston Bay Biodiesel during (2008-2009). In late 2008 I became the outsourced General Counsel of Madagascar Oil Limited, which I joined as an employee at their initial public offering.Key Highlights:Texas Regional Counsel for NRG Energy, Inc. ( NYSE: NRG)• Acted as Texas Regional Counsel for NRG Energy for approximately 15 months and acted as lead counsel in the development of the Cedar Bayou 4 Gas fired 550 MW Power Plant in Baytown, Texas• Negotiated joint development agreements, joint venture agreement, operation and maintenance agreements, procurement and EPC contracts.Galveston Bay Biodiesel LP • Acted as the General Counsel to a 26 million gallon per year biodiesel fuel processing plant in the final stages of development located in Galveston, Texas.• Drafted feedstock and offtake agreements. • Renegotiated and drafted amendments to private equity financing agreements.• Worked on a variety of financing alternatives and negotiations with shareholders and creditors immediately prior to and during insolvency.• Advised board on corporate governance and obligations during insolvency.• Managed the company’s bankruptcy, negotiated the debtor–in-possession financing and the sale of its assets in bankruptcy.

I was involved in the management of several venture capital investments, drafting and negotiation of acquisition and sales agreements, structuring complex finance transactions and merger and acquisition transactions involving Redstone’s portfolio companies.• Managed sale of restaurant holding company assets for $120 million;• Represented sponsor in the sale of US$61 million in UK and Australian mortgage company assets to newly created joint venture vehicle and negotiation of US$220 million secured loan facility to such vehicle.• Responsible for the formation and legal matters relating to Redstone Equity Fund II, L.P., a $100 million private equity fund.

Assistant General Counsel-Corporate Development and Investments Group. My practice focused on merger and acquisition work related to the disposition of Enron’s assets.Assistant General Counsel- Investments Group. Lead attorney for the private equities group that Enron Corp. formed in July 2001 to consolidate and manage its merchant/venture capital investments. I oversaw a portfolio of approximately 90 debt and equity investments in companies at all stages of their development, including handling securities issues, refinancings, follow on transactions and negotiation of Enron’s ultimate exits from the investments.Senior Counsel at Enron Broadband Services: Focused on mergers and acquisitions, commercial transactions and venture capital in the telecom and internet/technology sector. I was actively involved in projects in the telecom and entertainment sectors. I also drafted and negotiated a substantial number of ISDA and other trading agreements in connection with Enron’s broadband trading operations.

Senior attorney in the Corporate and Securities Group of large regional law firm. My practice involved mergers and acquisitions, debt and equity transactions in capital markets, SEC practice, international securities offerings, project finance, structured finance, general corporate advice and Investment Company Act analyses. I spent one year in the firm’s Singapore office assisting various clients in financing and commercial transactions.

Auditor in Financial Services Audit Group of Big 5 accounting firm. My audit practice was primarily financial institutions and real estate companies. I was promoted to Senior Auditor in April of 1990.

Juris Doctor

Bba, Accounting