Matthew Sanderson. Member

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1 Matthew Sanderson is a transactional attorney focused on complex transactions. His client base includes numerous industries, both domestically and internationally, and the most served industries include restaurant, technology, energy, and real estate. You can visit Matthew's blog at TexasRestaurantLaw.com. What Matthew's Clients Have To Say "Friendly. Informative. Efficient. I put my complete trust in Matthew and he delivered." Donald A., Dallas real estate investor. "Matt stayed on top of the situation and kept me informed constantly. Very eager to get the problem handled, didn't waste time and tried hard to work on everyone('s) best interest." Mike C., Dallas real estate developer. "Very knowledgeable & informative. Will keep Matthew in mind for any future requirements or legal advice needed." Kelly B., Dallas real estate broker. Representative Experience by Industry Restaurant - TexasRestaurantLaw.com Sale of greater than 20 restaurants for a nationally known, mid-level restaurant franchise. Acquisition and negotiation of restaurant franchise rights and the real property associated with it for 10 or more fast-food restaurant franchises. Facilitation of alcohol and beer permit issues with the Texas Alcohol and Beer Commission. Management of various corporate governance creation and issues related to restaurants Technology and Software Serves as outside general counsel for an international software technology company, guiding them through mergers and acquisitions, as well as all manner of business and technology contracts. Previously served as an in-house lawyer for a Dallas-based healthcare technology company, with duties including the negotiation of financing, M&A, and a variety of all other business transactions. Matthew Sanderson 1601 Elm Street, Suite 4600 Dallas, TX msanderson@grayreed.com D: T: F: Industries Energy Real Estate Restaurants & Clubs Practices Corporate Law Real Estate Franchising & Distribution Education J.D., Houston College of Law, (formerly South Texas College of Law), 2002 B.B.A., Finance, Texas A&M University, 1999 Bar Admissions Texas England & Wales, Solicitor Court Admissions United States District Court, Northern District of Texas Oil & Gas - Energy Examination of title for various mineral interests in the Barnett Shale,

2 including both undeveloped and subdivided tracts. Currently serving as corporate counsel for a U.S. and Canadian oil exploration company. Currently serving as the outside general counsel for two separate solar energy companies based in Dallas, Texas. Representative Experience by Type of Transaction Mergers & Acquisitions: Stock sale of a $500 million Texas concrete production company, involving national facilities and entities. Asset sale of a $300 million Texas production company, also involving national facilities and entities. Asset sale worth greater than $10 million for a series of national restaurant franchise locations. Acquisition of a $5 million records management company and associated real estate in Louisiana. Stock transfer of a $5 million technology products entity in Dallas, Texas. Stock transfer of a $1.5 million metal recycling facility in Dallas, Texas. Sale of $2 million mailing and fulfillment business in Dallas, Texas. Acquisition of a $2 million ore producing entity in California. Sale of a $1.5 million cheese steak franchise in Dallas, Texas. Banking and Financial Services: Combined $200 million refinance of a Texas company, involving $100 million equity infusion and an additional $100 million of additional debt. Facilitation of $150 million of combined senior and subordinated debt for a technology services company in Dallas, Texas. Implementation of two different debt offerings of $150 million and $80 million for a production company in Dallas, Texas. Negotiation of $5-10 million revolving construction loans for the development of hotel franchises in Dallas, Texas and Houston, Texas. Negotiation of $5-10 million revolving construction loans for the development of business condominiums in Dallas, Austin, San Antonio, El Paso, and Albuquerque, New Mexico. Real Estate: Purchase of a $34 million investment property in Idaho.

3 Purchase and development of various $10-20 million industrial concrete facilities in Louisiana, North Carolina, Florida and Tennessee, and the associated business entities. Acquisition of approximately 40 fast food franchises for $20 million from bankruptcy in Washington. Sale of greater than 20 restaurants for a nationally known, mid-level restaurant franchise. Purchase and development of various $5-10 million standard and extended-stay hotels for a variety of different franchises in Dallas, Texas and Houston, Texas. Sale of an $8 million apartment complex in Dallas, Texas. Purchase and development of various $5-10 million shopping centers and the associated leasing of each in Dallas, Texas. Purchase, development and construction of various $5-10 million business condominium regimes in Dallas, Austin, San Antonio, El Paso, and Albuquerque, New Mexico and the resulting sales. Purchase, development and sale of a variety of $1-5 million scrap and metal recycling facilities in Dallas and surrounding areas. Purchase of a $2 million mining facility in Nevada. Sale of a $2 million business condominium complex in Dallas, Texas. Leasing: Negotiation of numerous franchised and unfranchised restaurant leases as both Tenant and Landlord in the Dallas/Fort Worth Metroplex. Negotiation of various gas station leases in Dallas, Texas. Negotiation of shopping mall leases for tenants in the Galleria Mall and Valley View Mall of Dallas, Texas. Negotiation of ground leases for car dealerships in Plano, Texas. Negotiation of office leases for tenants in office buildings in downtown Dallas, Texas and in North Dallas. Negotiation of medical and dental office leases in the Uptown Area of Dallas, Texas and in North Dallas. Professional Activities, ships & Affiliations Legal State Courts of Texas. Licensed Solicitor - England & Wales.

4 U.S. District Court for the Northern District of Texas. Dallas Association of Young Lawyers (Previous Co-Chairman of International Law Conference Liason Committee). Dallas Bar Association. State Bar of Texas. Industry International Council of Shopping Centers Texas Restaurant Association Greater Dallas Restaurant Association Honors Named a "Rising Star" by Texas Super Lawyers ( ) by Texas Super Lawyers (a Thomson Reuters business) as published in Texas Monthly and Law & Politics magazine. In the News "Franchise Dining Deals Get Supersized in Development Boom", Law360 (April 21, 2014) "The Mobile Wallet", Money for Lunch Radio Show (October 17, 2013) "Building a Practice on Dallas' Appetite for Restaurants", The National Law Journal (December 18, 2012) "From Silverware Theft to Fights in Bars, The Legal Low-Down for Restaurant Owners", Dallas Observer (November 8, 2012) "Party Talk - Can A Restaurant Ban Children?", Texas Bar Journal (December 1, 2010) "Distressed Assets in Today's Economy", Dallas Business Journal (June 15, 2010) "Reducing Restaurant Liability in Texas", Texas Bar Journal (January 26, 2010) "The Rights of an Apartment Tenant In Relation to Secondhand Smoke", KRLD Radio (September 30, 2009) "A 'Basic' Misunderstanding: How the United States Supreme Court Misunderstands Capital Markets", 43 South Texas Law Review 743 (December 4, 2002) Speeches and Presentations "Essential Construction Contract Provisions", Sterling Real Estate Development and Construction Law Seminar (January 17, 2013) "A Client's Right to Privacy and a Lawyer's Right to Keep It", Gray

5 Reed CLE/CPE Series (May 2012) "Using Cell Phones Safely", Parish Episcopal School Coffee Talk (March 2011) "A Client's Right To Privacy And A Lawyer's Duty To Keep It That Way", Brown Bag Webinar Series (November 17, 2010) Thought Leadership "A Guide to Buying Distressed Assets" (August 18, 2009)