● Brought in as special external General Counsel to vertically integrated real estate and tech PE Firm to better formulate and right-size the corporate, asset management and property/construction management structures of the multi-family, office and hospitality investment vehicles and develop its proptech businesses and related infrastructure.● Negotiate acquisition agreements, asset dispositions and debt finance transactions for direct and co-investment/JV opportunities; develop and carry out applicable exit strategies.● Direct and manage finance transactions, refinancing, reporting, tax management, property management and related matters, working with accounting/finance group and outside counsel as necessary.● Draft and design private placement memoranda and related disclosures, subscription documentation, investor side letters and presentation materials for company fund raising initiatives, working directly with investors.● Bring in-house all corporate governance, compliance structure, HR and compensation management, and legal strategy, creating substantial fee savings for matters previously handled by outside counsel.● Strategically handle capital calls, LP consents, side letters and LP agreement changes, where necessary and appropriate for the benefit of the funds.● Focus on development and procedures for several proptech SaaS offerings for insurance verification, payment systems, vendor credentialling, tenant portal, management systems, managing IP protection, data security, license/subscription agreements and credit agency approvals.● Develop and offer blockchain tokenized investment interests in real estate and fund assets and advise on regulatory matters related thereto.

● Built technology focused single-family residential investment management fund and related proptech platform to give access and provide customized information, modelling and analytics to investors seeking to acquire single-family rental properties.● Headed the drafting and negotiation of term sheet, definitive agreements and fund structure documents for investment fund, solving legal and business issues with management, investors and potential JV partners.● Work with executive management team to develop and build strategic model, while ensuring proper structure and processes to ensure compliance with applicable regulations and disclosure requirements.● Designed regulatory framework and compliance organization, policies and employee education/training, code of conduct, corporate responsibility, AML/KYC and operating procedures to create compliance as strategic advantage.● Draft and negotiate vendor and software agreements, NDAs, management and acquisition agreements, etc.● Manage and supervise HR program, including employee manuals and benefit plans, and 401(k) plan.● Supervise and develop Company insurance program including property, general liability, D&O/E&O, fidelity/crime and cybersecurity policies.

● Founding General Counsel and key member of senior management team of asset management company market and technology-driven single-family rental REIT (each with a $3B market cap at height); developed strategy to further business sustainability and build long-term shareholder value. ● Developed and advised Front Yard in ultimate sale valued at more than $2.3 billion.● Provided legal advice and leadership to technology group, negotiating all technology agreements and licensing arrangements for the real estate and asset management platforms..● Addressed and handled conflict and crisis management, including with respect to intake, response and resolution.● Implemented corporate governance infrastructure, coordinated board meetings and structure.● Led HR, benefits, insurance, real estate, and other public company corporate functions. ● Managed regulatory, administrative, legal, and compliance function.● Coordinated and managed all capital markets transactions, M&A and strategic ventures at all levels. ● Negotiated and managed Front Yard’s purchases of more than $3.5 billion in distressed mortgage loan, REO and single-family residential home portfolios. ● Drafted, negotiated, and managed Front Yard’s indebtedness transactions, including more than $2.5 billion in securitizations, repurchase agreements, warehouse lines and term loan facilities. ● Formulated and completed registration of AAMC as an investment adviser under the ’40 Act and developed compliance structure and culture. ● Formulated and managed stock buyback programs. ● Managed foreign business formation and operations for subsidiaries in India, Luxembourg and Caribbean. ● Consummated simultaneous public spin-offs from public parent, handling all SEC comments, confidentiality and closing. ● Managed and coordinated outside counsel regarding litigation, regulatory inquiries, AML; developed compliance program and standard operating principles.

Advised and interfaced with senior management on securities, license agreements and joint venture agreements with digital media partners, focusing on intellectual property, indemnification and terms of use.

● Ran all legal and regulatory matters for equity and derivatives broker-dealers, working directly with principals. ● Managed legal strategy, defense, settlement and insurance for litigation and arbitration matters. ● Instituted best practice procedures for record retention in accordance with SEC rules. ● Drafted and filed SEC, FINRA and other regulatory disclosures and marketing materials.● Collaborated with senior management and traders to establish new trading entities and ensured proper B-D registration. ● Organized collection of discovery documents; supervised and drafted responses to SEC and FINRA’s examinations.● Implemented all legal and compliance systems and processes, including compliance manuals and WSPs, ISDAs training, etc.● Provided legal oversight in setting up and managing prime brokerage accounts for domestic and international operations. ● Instituted a middle office system for trade breaks and trades in excess of portfolio size limits. ● Handled all FINRA membership applications, amendments, change of control filings.● Managed independent audits of trading algorithms for compliance with securities regulations. ● Successfully initiated and consummated negotiations with the SEC and FINRA to issue clarifying regulatory releases in 2008 short-sale emergency rules. Additional general corporate responsibilities:o Maintained corporate structure and ran all corporate governance matters. o Managed all public reporting and shareholder communications. o Handled all private equity investments, joint ventures and M&A. o Drafted and negotiated over 150 nondisclosure and confidentiality agreements.o Negotiated all vendor agreements including Bloomberg, Thomson/Reuters and market data. o Developed IP policies and procedures for algorithm development life cycle. o Heavily engaged in strategy to maintain and increase shareholder value, completely restructuring LaBranche and consummating a sale of the Company.

Handled SEC and regulatory filings for public companies, and ensured compliance with SEC and exchange listing requirements, Sarbanes-Oxley Act mandates and corporate governance matters. Provided full gamut of legal and business advice to corporate clients on transactional and securities matters, including representing them on initial private equity activities to preparing and taking them public. Represented PE/venture capital firms on their private equity investments, follow-on financings and other transactions. Conducted independent forensic investigations for the non-management members of boards of directors (including Healthsouth Corporation) in SEC actions. Represented and advised public and private clients in M&A transactions, joint ventures and tender offer transactions. In particular,• Advised on and consummated securities finance and complex M&A transactions in the technology, internet, publishing, and consumer industries, including Monster Worldwide, Inc. (f/k/a TMP Worldwide), NCR Corporation, Pulitzer’s Broadcast Group, The Children’s Place, Net Creations, Siebert & Co., Comverse Technology, ABS Ventures and LaBranche.

• Advised on and managed domestic and foreign securities public and private equity financings. • Represented purchasers and targets in mergers and acquisitions from origination and diligence to negotiation of agreements and consummation. • Drafted, reviewed and finalized indentures for public and private debt offerings. • Provided general corporate and securities representation for public and private companies. • Advised foreign corporations on United States securities laws and accessing public markets in the U.S. under domestic requirements.

• Prepared for, assisted on and digested depositions and motion practice on RICO, insurance and corporate securities actions. • Researched, drafted legal memoranda and advised on litigation and corporate matters.