Partner, Corporate Practice Co-Administrator Bank of America Plaza 101 E. Kennedy Boulevard Suite 2800 Tampa, FL 33602

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1 Gregory C. Yadley Partner, Corporate Practice Co-Administrator Bank of America Plaza 101 E. Kennedy Boulevard Suite 2800 Tampa, FL Direct Mobile Fax Gregory C. Yadley has extensive experience representing business entities of all sizes, including closely-held and family businesses and large and small public companies. He regularly represents these clients in financing transactions, mergers and acquisitions, contract negotiations and disputes, strategic planning, legal compliance and general corporate matters. Greg also has extensive experience in securities matters, including advising clients with regard to their private and public offerings of securities (including initial public offerings) and their ongoing disclosure obligations. Greg is an adjunct professor at the University of Florida Levin College of Law, a frequent lecturer and a member of the U.S. Securities and Exchange Commission's Advisory Committee on Small and Emerging Businesses. He is a Co-Editor of The Florida Bar Florida Corporate Practice Manual and Co-Director of the annual Federal Securities Institute. Greg serves as the Chairman of the American Bar Association's Middle Market and Small Business Committee. Industries Banking and Financial Institutions Healthcare Hospitality and Leisure Manufacturing Nonprofit Organizations Real Estate Securities Technology Practices Corporate Law / Business Organizations Securities Mergers and Acquisitions and Divestitures Commercial Transactions Financial Institutions Financing Transactions Corporate Compliance International Transactions Assistant Judy Jaggie Direct Education J.D., with honors, George Washington University, 1975 B.A., cum laude, Dartmouth College, 1972 Bar and Court Admissions Florida, 1975 District of Columbia, 1976 Languages French Honors Best Lawyers, "Tampa Corporate Law Lawyer of the Year," 2014, 2016 Best Lawyers, "Tampa Securities / Capital Markets Law Lawyer of the Year," 2013 Best Lawyers, "Leveraged Buyouts and Private Equity Law Lawyer of the Year," 2012, 2015 "Top 100" Lawyer and Florida Super Lawyers by Super Lawyers magazine, America s Leading Lawyers for Business, , Chambers & Partners Florida Legal Elite, , Florida Trend magazine (top 1.6% of Florida lawyers) and Legal Elite Hall of Fame Best Lawyers in America, Tampa Bay's Best Lawyers,

2 20 Most Influential Lawyers in Tampa Bay 2005, Tampa Bay Business Journal Who's Who Legal: M&A and Governance 2015 Professional and Community Affiliations The Florida Bar, Executive Council and past Chairman, Business Law Section American Bar Association: Chair, Middle Market and Small Business Committee, Business Law Section; Task Force on Private Placement Brokers (past Co-Chairman); Subcommittee on Small Business Issuers (past Chairman) of the Federal Regulation of Securities Committee Tampa Bay & Company, Board of Directors, past Chairman Tampa Bay Businesses for Culture and the Arts, Inc., Board of Directors, Executive Committee, past Chairman Leadership Tampa Alumni of the Greater Tampa Chamber of Commerce, Board of Directors, past Chairman Dartmouth Club of Tampa, Inc., Board of Directors, past President Dartmouth College Alumni Council, past member University Club of Tampa, Board of Directors, past President The Florida Orchestra, Board of Directors, Executive Committee member Friends of Tampa Public Art Foundation, Inc., Director and Vice President Confrerie des Chevaliers du Tastevin, Board of Directors, Executive Committee member News Releases Shumaker, Loop & Kendrick, LLP Attorneys Named Florida Trend's Florida Legal Elite 2016 Shumaker, Loop & Kendrick, LLP Attorneys Named 2016 Florida Super Lawyers and 2016 Florida Shumaker Attorneys Recognized as Leading Lawyers in Chambers USA Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Moderator at Business of Biotech Conference Shumaker Attorney Represents Cigar City Brewing in Acquisition Shumaker, Loop & Kendrick, LLP Attorney Gregory C. Yadley Principal Chair of 34th Annual Federal Securities Institute Gregory C. Yadley Reappointed to SEC Advisory Committee Shumaker, Loop & Kendrick, LLP Attorney Gregory C. Yadley Named Best Lawyers in America 2016 Lawyer of the Year Shumaker, Loop & Kendrick, LLP Attorneys Named Florida Trend's Florida Legal Elite 2015 Chambers USA Recognizes Shumaker Attorneys and Practices Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Principal Chair of 33rd Annual Federal Securities Institute Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Reappointed to SEC Advisory Committee Shumaker Attorneys Panelists at Florida Venture Forum Bootcamp Gregory C. Yadley Acknowledged by American Bar Association for His Service 83 Shumaker, Loop & Kendrick, LLP Lawyers Selected for Inclusion in The Best Lawyers in America 2015 Shumaker, Loop & Kendrick, LLP Lawyers Named Best Lawyers 2015 Lawyer of the Year Shumaker, Loop & Kendrick, LLP Attorneys Named Florida Trend's Florida Legal Elite Shumaker, Loop & Kendrick, LLP Attorneys named 2014 Florida Super Lawyers and 2014 Florida

3 Shumaker Attorneys Recognized as Leading Lawyers in Chambers USA Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Presents at American Bar Association Spring Meeting in Los Angeles Gregory C. Yadley Plays Key Role at SEC Small Business Forum in Washington, DC and Presents at American Bar Association Fall Meeting Tampa Attorney Paves the Way for Small Business Investing and Crowdfunding 83 Shumaker, Loop & Kendrick, LLP Lawyers Selected for Inclusion in The Best Lawyers in America 2014 Shumaker, Loop & Kendrick, LLP Lawyers Named Best Lawyers' 2014 Lawyers of the Year Shumaker, Loop & Kendrick, LLP Attorneys Named Florida Trend's Florida Legal Elite and Up & Comers Shumaker, Loop & Kendrick, LLP Lawyers Named Best Lawyers' 2013 Lawyers of the Year 81 Shumaker, Loop & Kendrick, LLP Lawyers Selected for Inclusion in The Best Lawyers in America 2013 Shumaker, Loop & Kendrick, LLP Attorney Gregory C. Yadley Presented at American Bar Association Annual Meeting in Chicago Shumaker, Loop & Kendrick, LLP Attorneys Named Florida Trend's Florida Legal Elite and Up & Comers Shumaker Recognized in Chambers USA Gregory C. Yadley Named a Top 100 Florida Super Lawyer Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Presents at American Bar Association Spring Meeting in Las Vegas Shumaker Attorneys Co-Presented Mergers & Acquisitions Transactions Seminar Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Principal Co-Chair of 30th Annual Federal Securities Institute Best Lawyers' 2012 Lawyers of the Year Gregory C. Yadley Named to SEC Advisory Committee 70 Shumaker, Loop & Kendrick, LLP Attorneys Selected for Inclusion in The Best Lawyers In America 2012 Shumaker Attorneys Presented at Second Annual ACC-WCFL Symposium Gregory C. Yadley Elected Chair of Middle Market and Small Business Committee of the American Bar Association Business Law Section Gregory C. Yadley Named a Top 100 Florida Super Lawyer Shumaker, Loop & Kendrick, LLP Attorneys Named Leaders in their Field by Chambers USA Shumaker, Loop & Kendrick, LLP Attorneys Named 2011 Florida Super Lawyers and 2011 Florida Shumaker, Loop & Kendrick Attorney Gregory C. Yadley was a Presenter at American Bar Association Spring Meeting Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Participates in Small Business Capital and Credit Symposium at Ohio State University Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Presents at American Bar Association Fall Meeting in Washington, D.C. Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Plays Major Role at SEC Small Business Forum in Washington, D.C. 70 Shumaker, Loop & Kendrick, LLP Attorneys Selected for Inclusion in The Best Lawyers in America 2011 Gregory C. Yadley Named a Top 100 Florida Super Lawyer

4 Shumaker, Loop & Kendrick Attorney Gregory C. Yadley Presents at M&A Source Conference - Legal Workshop, Orlando, Florida Shumaker, Loop & Kendrick, LLP Attorneys Named 2010 Florida Super Lawyers and 2010 Florida Gregory C. Yadley Speaker at Professional Day Seminar Shumaker, Loop & Kendrick, LLP Attorneys Named Leaders in their Field by Chambers USA Publications "New Life for Intrastate Offerings and More Capital for Small Businesses" "New Life for Intrastate Offerings and More Capital for Small Businesses," Presentation, 34th Annual Federal Securities Institute, Miami, Florida "The Importance of Accredited Investors for Small Business Capital Formation" "Regulators' Responsibility for Small Banks' Inability to Finance Customers in the Wake of the Financial Meltdown," Ohio State Entrepreneurial Business Law Journal, Volume 7, Number 1 (2012) "General Provisions," Florida Corporate Practice, Sixth Edition "Impact of the Financial Crisis on Select Disclosure Issues Affecting Small Public Companies" "Banking and Capital for Main Street: Access Restricted," Symposium Presentation sponsored by The Ohio State Entrepreneurial Business Law Journal, in conjunction with U.S. Bankcorp and the Columbus Bar Association, Columbus, Ohio "Foreign Corporations," Florida Corporate Practice, Sixth Edition "Going Private or Going Dark: That is the Question," The Practical Lawyer (February 2010) "Florida Corporate Practice," The Florida Bar, Author and Co-Editor "Going Darker: Maintaining the Suspension of Public Reporting Requirements through a Reverse Stock Split," with Gregory C. Yadley, American Bar Association, Section of Business Law Annual Meeting, Chicago, IL "Capital Offense: The SEC's Continuing Failure to Address Small Business Financing Concerns," New York University Journal of Law and Business, Volume 4, Number 1 (Fall 2007) "Business Ownership: Simple ways to make the sale of a private business go smoothly," Smart Business Tampa Bay Newsletters "insights" Newsletter - June 2016 "insights' Newsletter - Spring 2015 "Dealing with Uncertainty in Mergers and Acquisitions Transactions," "insights" Newsletter Autumn 2011 "insights" Newsletter - Spring 2011 "insights" Newsletter - Spring 2010 Events and Presentations "Notable by Their Absence: Finders and Other Financial Intermediaries in Small Business Capital Formation," Presentation, U.S. Securities and Exchange Commission s Advisory Committee on Small and Emerging Companies, Washington, DC The Importance of Accredited Investors for Small Business Capital Formation, Presentation, 33rd Annual Federal Securities Institute, Miami, Florida "Everything You Need to Know About Crowdfunding," presented at American Bar Association Annual Meeting in Chicago

5 "Exempt Offerings Under the JOBS Act: Crowdfunding and Regulation A+," Practising Law Institute, New York, New York "Perspectives on Regulatory Reform for Small and Mid-Sized Companies: Change is in the Air," American Bar Association s Business Law Section Spring Meeting, Las Vegas, Nevada "Current Securities Law Issues for Small Business," American Bar Association s Business Law Section Spring Meeting, Las Vegas, Nevada Principal Co-Chair, 30th Annual Federal Securities Institute, Miami Beach, Florida "Maximizing Returns in M&A Transactions" "Recent M&A Trends and Developments" "Impact of the Financial Crisis on Select Disclosure Issues Affecting Small Public Companies" "The Big Squeeze: Small Business Financing during the Great Recession" "Legislative and Regulatory Change Resulting from the Financial Crisis Regulatory Reform What It Means for Disclosure," Presentation, 29th Annual Federal Securities Institute, Miami, Florida "Smaller Reporting Companies: Disclosure and Registration Practices Following the 2007 Reforms," Presentation, American Bar Association, Section of Business Law Fall Meeting, Washington, DC "Right From the Start: Negotiate the M&A Client/Intermediary Representation Agreement You Want And Need," Presentation, M&A Source Conference - Legal Workshop, Orlando, FL "Unrelated Third Party Sales of a Closely-Held Business," Presentation, Society of Financial Service Professionals "Focusing on the Outlook for 2010: New Proxy Rules, SEC Agenda, Distressed Deals, Delaware Law Developments" "Going Darker: Maintaining the Suspension of Public Reporting Requirements through a Reverse Stock Split," Presentation, American Bar Association, Section of Business Law Annual Meeting, Chicago, IL "Hot Securities Law Issues for Small Business," Panelist, American Bar Association, Section of Business Law Spring Meeting, Vancouver, BC, Canada "Special Purpose Acquisition Corporations," Presentation, 27th Annual Federal Securities Institute, Miami, FL "Rolling Out the TARP: Executive Compensation Under the Emergency Economic Stabilization Act," Presentation, 27th Annual Federal Securities Institute, Miami, FL "Smaller Public Companies Securities Law and PCAOB Update," ABA Webcast "Hot Securities Law Issues for Small Business," Panelist, American Bar Association, Section of Business Law Spring Meeting, Dallas, TX "Management Succession and Selected Other Corporate Governance Issues," Presentation, 26th Annual Federal Securities Institute, Miami, FL "Doors Open in 2008: New SEC Rules," Presentation, American Bar Association, Meeting of Middle Market and Small Business Committee, Laguna Niguel, CA "Securities Act Reform the SEC s Proposals," Presentation, American Bar Association, Section of Business Law Annual Meeting, San Francisco, CA "Regulatory Relief for Small Business Capital Raising and M&A Intermediaries," Presentation, American Bar Association, Section of Business Law Spring Meeting, Washington, DC "Nominating Committees: An Essential Element of Modern Governance," 25th Annual Federal Securities Institute, Miami Beach, FL "Going Dark as an Alternative to Going Private," 25th Annual Federal Securities Institute, Miami Beach, FL "Executive Sessions," Presentation, 25th Annual Federal Securities Institute, Miami Beach, FL Planning for the Sale of a Closely Held Business, Lenders Briefing, Bank of Tampa, Tampa, FL

6 Director Liability and Its Effect on Corporate Governance Reform, Presentation, American Bar Association, Section of Business Law Spring Meeting, Tampa, FL Going Private: Eliminating Public Company Status Through a Reverse Stock Split, 24th Annual Federal Securities Institute, Miami, FL Board Process: The Importance Of Good Corporate Minutes, 24th Annual Federal Securities Institute, Miami, FL Securities Act Reform, Panelist, 24th Annual Federal Securities Institute, Miami, FL

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