RICHARD M. GOLDSTEIN Partner, Tax and Estate Planning Chair, Miami

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1 T: F: Overview Richard M. Goldstein, Chair of Bilzin Sumberg's Tax and Estate Planning Group, represents numerous individuals, closely-held family businesses, non-resident aliens and multi-national entities. He frequently handles complex tax planning and structuring involving S corporations, partnerships and limited liability companies and has a particular expertise in representing foreign persons with respect to their inbound investing, including U.S. income and estate tax planning. Richard has recently handled the tax planning and sales of numerous mid-market companies, including in the promotional products business and the money wire transfer industry, to private equity firms. He has also advised on the tax structuring involving a multi-billion dollar cross-border privatization. In addition, Richard's practice involves complex estate planning and probate, the structuring of business entities, and the preparation and negotiation of partnership, shareholder and employment agreements. He represents numerous non-residents making investments in the U.S. and seeking to relocate to Florida. Richard has lectured frequently throughout Florida on tax and estate planning with respect to closely-held family businesses. He has been consistently recognized by legal publications including Chambers USA, The Best Lawyers in America and Florida Super Lawyers. RICHARD M. GOLDSTEIN Partner, Tax and Estate Planning Chair, Miami "I have never worked with anybody who's any smarter, brighter and as serviceoriented." - Chambers HNW Education New York University, LL.M., Taxation, 1984 University of Miami, J.D., School of Law, Associate Editor, Inter-American Law Review, 1983 State University of New York at Albany, B.S., 1980 Admissions Florida Texas Awards/Honors Band 2, Chambers USA, Corporate/M&A, 2007; Tax, present Band 3, Chambers HNW, Private Wealth Law - Florida, 2016 The Best Lawyers in America, Tax Law, present The Best Lawyers in America, Corporate Law, Tax Law, Florida Trend's Legal Elite, 2012 Experience Florida Super Lawyers, present Sale of NASDAQ telecom company for $650 million Represented Precision Response Corporation (PRC), a then NASDAQ National Market company from the time it was a privately-held company through its initial and secondary offerings by Goldman Sachs and its sale to InterActive Corp., in a merger transaction valued at $650 million. Additionally, represented PRC in the acquisition and leasing of its call centers throughout the world. Formation of real estate fund focused on distressed assets Advised Rialto Capital and Lennar Corporation in connection with the formation of Rialto Real Estate Fund, LP, a $700 million closed-end real estate investment fund focused on Florida Super Lawyers, Top 100 Miami Florida Super Lawyers, 2012 South Florida Legal Guide, Top Lawyers, present AV Preeminent Top Rated Lawyer, Martindale-Hubbell,

2 distressed real estate investments, and on the formation of Rialto Real Estate Fund II, LP, a $1 billion real estate investment fund. In addition, Bilzin Sumberg assisted with the tax structuring and securities law compliance issues related to the private placement of interests in the fund to prospective investors. Sale of vehicle inspection technology company Represented the members of SysTech International, LLC, a Florida-based environmental control and vehicle inspection technology company, and TriLen LLC, a real estate holding company, in the sale of 100% of the membership interests in SysTech to Opus Prodox AB, a publicly-traded Sweden-based company, for approximately $65 million. Taxpayers before the IRS Represent taxpayers before the Internal Revenue Service, including tax shelters and penalty abatement. Sale of insurance company Represented Y.S. Liedman in its sale to a Miami-based insurance specialist. Sale of company to insurance conglomerate Represented Financial Profiles, Incorporated, a Florida-based company, in the sale of substantially all its assets to Arthur J. Gallagher & Company (NYSE:AJG), an insurance conglomerate listed on the NYSE. The transaction included the negotiation and structuring of the sale of the company's assets and an employment agreement between the principals of Financial Profiles and Arthur J. Gallagher & Company. Income & estate tax issues in $1.6 billion estates Represent several Florida descendants with estates in excess of $1.6 billion involving complicated income and estate tax issues as well as heirship disputes. Licensing agreements in Latin America Structured and negotiated license and royalty arrangements in Europe and Central and South America. $600 million REIT for investment into U.S. real estate Assisting with the formation of a Real Estate Investment Trust (REIT) as an investment vehicle for third-party investors seeking to invest in U.S. real estate. Representation includes assisting the client in the restructuring of five existing investment funds to allow for the consolidation of all of the funds' investments into the REIT, with the ultimate goal of taking the REIT public. IRS tax controversy for international securities brokerage Representing an international investment securities brokerage in connection with an IRS tax controversy regarding a dispute related to withholding taxes. 2

3 Counsel to Israeli tech fund expanding global operations to Latin America Advising Israeli technology fund on its plans to introduce Israeli technology into the South American market. Israeli companies, whose innovative products include cyber attack prevention, quick-acting paving sealants and virtual health care, will license their technologies to the fund, which will then offer those technologies to companies in South America. Probate dispute involving millions of dollars Represented beneficiary of an estate in recovering millions of dollars in a probate dispute. Tax structuring of Brazilian trademark licensing company Represented a Brazilian trademark licensing company in its tax structuring. Costa Rican land sale Represented U.S. individuals in a Costa Rican land sale. Sales tax deferring case Represented a nightclub in an alleged sales tax deferring case with the Florida Department of Revenue. Mezzanine fund investment in private label business Represented a mezzanine fund in its investment in a private label business. Mezzanine fund investment in a nutraceutical business Represented a mezzanine fund in its investment in a nutraceutical business. Joint venture with a Fortune 100 company Instrumental in advising local operating partners in connection with a joint venture with a Fortune 100 company for the acquisition and development of power generation plants. Inbound investments from high net worth individuals Advised numerous non-u.s. based clients, including individuals and businesses from Mexico, Brazil, El Salvador, Nicaragua, Venezuela, France, Great Britain and Germany, regarding business investments in the United States. Acquisition of healthcare company Represented Catalano's Nurses Registry, Inc., a nurse registry with offices throughout Florida, in the sale to Caregiver's Services, Inc., a Tennessee-based nurse registry company controlled by the Psilos Group, a healthcare investment fund, in a cash and stock transaction valued in excess of $20 million. The transaction included both equity participation in the purchaser by the selling stockholders as well as an earnout. 3

4 Publications January 8, 2014 Q&A With Bilzin Sumberg's Richard Goldstein Law360 November 13, 2013 No Good Deed Goes Untaxed The IRS May Recharacterize Loans as Gifts October 8, 2013 Editorial: Property Tax Planning Essential For Foreign Investors Daily Business Review August 21, 2013 Tax Planning Important for Foreign Purchasers of U.S. Real Estate June 14, 2013 Spike in Real Estate Creates Tax Planning Opportunities for South Florida Property Owners September 28, 2009 Proper Planning for Debt Workouts GlobeSt.com March 2009 News Alert: IRS Publishes Ponzi Scheme Guidance To Assist Bilzin Sumberg News Alert March 2005 Tax Update: Preservation of Capital Gain Treatment on Land Development December January 2004 Estate Planning in a Low Interest Rate Environment Journal of Practical Estate Planning Speaking Engagements April 30, 2014 Richard Goldstein, Speaker, "Estate Planning Strategies and the Impact of a Family LLC," Key Biscayne Bar Association Key Biscayne, FL 4

5 February 25, 2011 Richard M. Goldstein, Panelist, "Transitioning Your Business in Today's M&A Environment," UBS Private Wealth Management Pre-Sale Planning Symposium Memberships Voices for Children Foundation, Board Member Key Biscayne Community Foundation, Board Member Florida Bar, Sections on Taxation; Real Property, Probate and Trust Law British American Chamber of Commerce, South Florida, Board Member State Bar of Texas, Real Estate, Probate and Trust Law Section 5