Irwin A. KishnerPartner; Executive Chairman; Co-Chair, Sports Law Group

ikishner@herrick.com

(212) 592-1435 PHONE

(212) 545-3400 FAX

Irwin Kishner is Herrick's Executive Chairman and a member of the firm's Corporate Department. He is also the past chair of the firm's Corporate Department, a role in which he served from January 1998 to January 2014.

Irwin concentrates his practice in general corporation law with an emphasis on sophisticated transactional work, including mergers and acquisitions, sports law, private equity, securities law, corporate restructurings and reorganizations, new media law, venture capital, joint venture, entertainment law, corporate finance and lending, intellectual property and licensing,employment law, equity and debt offerings and syndications in both the public and private context.

He has handled numerous mergers and acquisitions, both hostile and friendly, on behalf of acquirers, targets, and investment banks. The range of transactions includes proxy contests, joint ventures, self-tender offers, third party and spin-offs, taking public companies private, and other forms of corporate restructurings. Irwin's practice also includes advising financial institutions and investment advisors on regulatory issues, derivatives and other financial instruments, as well as private equity and venture capital funds and investors in onshore and offshore fund formation, and portfolio company acquisitions and sales. He has successfully structured, negotiated, supervised and closed many financing and capital raising transactions,including private placements, initial public offerings, PIPEs, hedge fund convertible security investments, secured and mezzanine loan facilities, project finance, workouts, reorganizations,equity and debt restructurings and negotiation of intercreditor relationships. Irwin has also represented clients in a number of high-profile senior executive employment and severance agreements and compensation packages as well as numerous corporations in the administration and establishment of employee compensation plans. Corporate boards and audit and special committees also turn to Irwin for advice on such matters as corporate governance and corporate restructurings.

He represents a number of professional sports franchises and has acted as primary counsel onseveral high profile team acquisitions and dispositions in all of the major sports leagues; cabletelevision and radio contracts; internet and intellectual property rights; joint ventures; credit facilities; advertising and sponsorship contracts; gaming and wagering matters; development and naming rights agreements; franchise transfers and financings; major event and tournament promotions; and seat license agreements for stadiums and arenas. He has acted as lead counsel in all aspects of eleven major stadium transactions, most significantly the newYankee Stadium, and also represents financial institutions and bond insurers in stadium finance matters and loans to teams and team owners.

Irwin’s experience includes representation of the New York Yankees in their joint venture effort with Manchester City to create Major League Soccer's New York City Football Club (NYCFC), and the continuing representation of the Club across a range of transactions. He recently advised Legends Hospitality in the deal to develop and operate the observation deckat the top of One World Trade Center, and was lead counsel to the New York Yankees and

Yankee Global Enterprises in News Corp's 2012 acquisition of 49 percent of the Yankees Entertainment and Sports Network (YES), and 21st Century Fox's ensuing 2014 acquisition, which raised its ownership stake in YES to 80 percent, and finally in connection with the 2019 purchase by an investor group, which included Yankee Global Enterprises, of the Walt Disney Company's entire equity interest in the YES Network, which had a total enterprise value of $3.47 billion.

Irwin’s sports experience also includes the formation of two of the country’s largest regional sports networks (YES and SNY), and the ongoing representation of both networks. He has also negotiated many significant television, radio and digital media rights agreements for NBA, MLB and MLS teams – including recent radio rights agreements for the Chicago Cubs, the New York Yankees and the NYCFC. Irwin has also advised on many high-profile sponsorship, marketing and advertising agreements for teams and their stadiums, including the new Yankee Stadium’s agreements with corporations such as Toyota and AT&T, as well assponsorship agreements for major sporting events, including Army Black Knight football games, the NCAA’s New Era Pinstripe Bowl and world-championship boxing matches. Irwin provides general corporate and tax-related advice to the New York Racing Association (NYRA) in addition to his primary role as their Integrity Counsel.

Irwin advises clients in transactions throughout North America, South America, Europe (including Eastern Europe) and Asia. His clients are involved in a wide range of industries including sports, e-commerce, real estate, engineering, entertainment, manufacturing, franchise, retail, distribution, consumer products, natural resources, consulting, healthcare andother service businesses.

Irwin is ranked as a leading individual by Chambers USA for Sports Law Nationwide and in 2016 was recognized in the elite tier of SportsBusiness Journal's inaugural "Power Players: Outside Counsel" feature. He frequently lectures, and appears on television and radio, on such topics as M&A, private equity, venture capital, sports financing, structured premium finance and life settlements transactions, and executive compensation, among others. Before joining Herrick, Irwin was an associate in Shearman & Sterling's mergers and acquisitions department where he participated in several high-profile hostile tender offers and numerous public and privatelynegotiated divestitures and acquisitions.

Services

• Corporate

• Mergers & Acquisitions/Joint Ventures

• Commercial Finance and Lending

• Sports

• Private Equity

• Private Investment Funds

• Investment Management

• Capital Markets

• Restructuring & Business Divorce

• Technology Transactions & Licensing

• Venture Capital

• Employment

• Employment Counseling & Risk Management

• Executive Compensation, Benefits & ERISA

• Cybersecurity

• Insurance & Reinsurance

• Intellectual Property

• Real Estate

• Acquisitions & Sales

• Real Estate Finance

• Real Estate Joint Ventures

• Real Estate Hospitality

• Real Estate Restructuring & Foreclosures

• Turkey

• Not-for-Profits

• COVID-19 Task Force and Resource Center

Education

• Boston University School of Law (J.D., magna cum laude, 1987)

• Boston University Graduate School of Management (M.B.A, 1988)

• Tulane University (magna cum laude)

o Phi Beta Kappa

Accolades

SportsBusiness Journal's "Power Players: Outside Counsel"

The Best Lawyers in America© - Sports Law (2021)

Memberships & Associations

• American Bar Association

• New York City Bar Association

• New York County Lawyers Association

• NHL Coaches' Association

o Advisory Board

• TAGLaw®

o Advisory Board

o Co-Chair, Sports & Entertainment Specialty Group

o Member, Best Practices & Firm Management Specialty Group

o Member, Financial Institutions & Markets Specialty Group

o Member, Corporate and M&A Specialty Group

• MEAG New York

o Board of Directors and Secretary

• Sessions.edu

o Board of Directors

o Corporate Secretary

• The Sports Lawyers Association

• Professional Sports and the Law

o Editorial Board

Matters

Legends Hospitality - The Intrepid MarketplaceRepresented Legends Hospitality in a joint venture with the Intrepid Air and Space Museum toprovide concessions services for a new high-end food market located on the U.S.S. Intrepid.

EMMES Group of Companies - Venture Capital FinancingRepresented the EMMES Group of Companies in the preparation of a convertible note purchase agreement, offering documents and an amended and restated operating agreementin connection with a capital raise.

Children's Apparel Retailer - Sale Disposition TransactionRepresenting an iconic children’s apparel retailer in a sale disposition transaction.

Yankee Global Enterprises – Acquisition of Equity Interest in YES Network

Represented Yankee Global Enterprises (the “Yankees”) as lead counsel in connection with the Walt Disney Company’s sale of its equity interest in the YES Network to a newly formed investor group. The investor group acquired the 80 percent of the YES Network not already held by the Yankees at a total enterprise value of $3.47 billion.

VG Growth Partners - free2B FoodsRepresented VG Growth Partners in its investment in free2B Foods, a producer of premium, healthy snack foods.

The New York Islanders - Belmont ParkRepresenting the New York Islanders Hockey Club in the development of its new arena complex at Belmont Park.

Real Estate Family - Ownership and Succession PlanningRepresented a well established longstanding real estate family in ownership and succession planning.

Luxury Retail Corporate CounsellingRepresented luxury brand in general corporate matters including negotiating service and sponsorship arrangements.

MLS Soccer Agency - Establishment of US PlatformRepresented a major league soccer agency in the establishment of its US platform.

Securities Company - Term Loan and Revolving Credit FacilityRepresented a Texas-based securities company in acquiring a term loan and revolving credit facility.

Venture Capital InvestmentsRepresenting a venture capital fund in numerous food and beverage sector investments.

NFL Franchise - Class ActionRepresented a national football league team in a class action.

Investment Bank - Property Management and DispositionRepresented a major real estate investment bank in the ownership, operation and ultimate disposition of a premier property.

Private Client - Credit AnalysisAnalyze strategic credit facilities and consolidation for client, a family-run group of companies focused on sports, media and real estate.

Private Client - School PurchaseAdvising a Canadian law firm, on behalf of their client, in connection with the purchase of a private school.

New York Racing Association - Churchill Downs/Pinnacle JVRepresenting New York Racing Association in a joint venture with Churchill Downs and Pinnacle.

New York Racing Association - Not-for-Profit FoundationRepresented New York Racing Association in the formation of a not-for-profit foundation.

Fashion House - Form of Consignment AgreementRepresented NoLining, a high-end fashion house, in preparing a form of consignment agreement to use for the sale of luxury leather handbags.

Advisory Group - Business Wind DownRepresented an advisory group in a wind down following the disposition of a business.

VG Growth Partners - Hilary's Eat WellRepresented VG Growth Partners in a preferred equity investment in a culinary specialty foodbusiness focused on healthful, allergen-free products.

Social Media Company - Sale and RolloverRepresented Fizziology, a social media research and analytics company, in its sale and in a rollover transaction with a private equity sponsored buyer.

Jewelry Designer - Sale of AssetsRepresented a premier designer, marketer and distributor of costume jewelry in the sale of itsassets to one of the world's leading branded fashion accessories, footwear, and apparel companies.

Legends Hospitality - UFC Joint VentureRepresenting Legends Hospitality in a concessionaire joint venture with Ultimate Fighting Championship.

Commercial Contract ClaimsRepresenting client in complex commercial contract claims including novel claims related to unjust enrichment and special damages.

Sports Memorabilia Company - Major League Baseball Trophy DisputeRepresented a sports memorabilia company in an authentication dispute related to Major League Baseball trophies.

Vanbarton Group - $450 Million Sale of 180 Water StreetRepresented Vanbarton Group in the $450 million sale of its remaining interest in 180 Water Street to MetroLoft Management. The sale was the second largest New York City real estate transaction in 2017, according to data from The Real Deal.

Successful Defense of Unfair Labor Practice ClaimsRepresented a medical waste disposal company in a successful defense against unfair labor practice claims filed with the National Labor Relations Board involving allegations that the client refused to hire and wrongly discharged individuals based on their affiliation with a local union.

Private Investors - L.A. DodgersRepresented private investment group in connection with their acquisition of an ownership interest in the Los Angeles Dodgers.

Merchant Bank - Corporate MattersRepresented a merchant bank in the ownership and operation of numerous investments including a joint venture with a preeminent cosmetics brand.

Cryptocurrency Trading PlatformRepresented a financial services company in establishing its cryptocurrency trading platform.

Legends Hospitality - Notre DameRepresented Legends Hospitality in its partnership with Notre Dame and JMI Sports to oversee Notre Dame’s sales, marketing, hospitality, media rights and branding services nationally.

Legends Hospitality - Miami SkyRiseRepresented Legends Hospitality in a joint venture regarding the Miami SkyRise project consisting of an entertainment and observation tower overlooking Biscayne Bay in Miami. Legends is providing consulting, management and hospitality services with respect to the development and operation of the project and will operate the concession once opened.

Aircraft PurchaseRepresented the purchaser of a factional interest in a Gulfstream V.

Real Estate Investment Bank President - Equity Ownership and Employment MatterRepresented the president and managing principal in negotiating equity ownership and employment with a high-end real estate investment bank owner/operator.

Regional Sports Network - High-Yield Note Offering AmendmentRepresented a regional sports network in an amendment to an indenture with a U.S. bank concerning the issuance of $250 million in senior subordinated notes.

Senior-Level Executive - Employment CounselingRepresented a senior-level executive in separation from a Big 4 accounting firm.

Legends Hospitality - Los Angeles FC Concessions AgreementRepresented Legends Hospitality in a joint venture with Major League Soccer’s Los Angeles FC to provide concessions services at the team’s new 22,000-seat soccer stadium.

Legends Hospitality - Willis Tower Observation DeckRepresented Legends Hospitality in the provision of design, construction development and management services for the observation deck and other attractions at Willis Tower in Chicago.

Legends Hospitality - Point-of-Sale System PurchaseRepresented an affiliate of Legends Hospitality in the purchase of a mobile and Bluetooth-enabled point-of-sale (POS) system for use at stadiums and arenas. The POS system streamlines the purchase process for both the venue and the fans thereby effecting a more seamless experience at a game or concert.

Cohere Communications - IT Services Management AgreementRepresented Cohere Communications, a cyber security and managed IT services enterprise, ina network management agreement to provide operational services, including the operation ofa data and communications network, to certain commercial office buildings located in San Diego via a building telecom and optical infrastructure.

McKinsey & Company - Structural AnalysisRepresented McKinsey & Company in a review and analysis of its global organization and in rendering a legal opinion regarding ownership of its subsidiaries and affiliates.

Cross-border Acquisition Post-Secondary Educational InstitutionsRepresented an offshore education foundation and operator of more than 100 post-secondary schools and research institutions worldwide in its proposed acquisition of post-secondary schools located in New York, Boston, Washington D.C. and San Francisco.

Q4 America - Sports Apparel StartupRepresenting Q4 America, a Los Angeles-based start-up performance basketball brand, in intellectual property matters related to the development of a new brand of sneakers, sponsorships, athlete endorsements and capital raises.

Dallas Cowboys Affiliate - New Media PlatformRepresented Blue Star Operations Services, an affiliate of the Dallas Cowboys, in building out their new media platform.

Vanbarton Group - Acquisition of New York and San Francisco CRE PortfolioRepresented Vanbarton Group in the multi-million dollar acquisition of a portfolio of commercial properties located in New York and San Francisco.

Senior Executive - Compensation ArrangementsRepresented a senior-level executive at a well established private equity firm in establishing compensation arrangements.

MLB Franchise - $425 Million RefinancingRepresented a Major League Baseball franchise, as borrower, in connection with an amended $425 million senior secured revolving credit facility led by a major commercial bank.

Vanbarton Group - Broker LicenseRepresented Vanbarton Group regarding real estate licensing requirements in connection with captive leasing agents for commercial office properties.

Sterling Equities - Syracuse Chiefs AcquisitionRepresented Sterling Equities in the purchase of the Syracuse Chiefs, a Triple-A baseball teamin Syracuse, New York.

VG Growth Partners - CrunchstersRepresented VG Growth Partners in its investment in Crunchsters, an innovative food manufacturer that produces nutritious and organic plant-based snack products.

Vanbarton Group - Real Estate FundRepresented Vanbarton Group in establishing a real estate private fund for a multi-billion dollar pension fund.

Legends Hospitality - Investment by New Mountain CapitalRepresented Legends Hospitality, the sports and entertainment joint venture controlled by the New York Yankees and Dallas Cowboys, in a strategic partnership and investment in the company by New Mountain Capital.

Pro Football Hall of Fame Village - Operational and Promotional MattersRepresented a client in connection with all operational and promotional matters associated with the Pro Football Hall of Fame Village (HOF Village), a state-of-the-art sports and entertainment destination under development in Canton, Ohio.

Envy Gaming - Proposed Sale of eSports Business

Represented Envy Gaming in the proposed sale of a minority equity interest in the organization to a private equity firm consortium and an NBA franchise ownership group.

eSports Organizations - Corporate CounselProvided general corporate counseling for various eSports organizations including start-up team Infinity Core, Team EnVyUS and FlyQuest.

Legends Hospitality - International Stadia Group AcquisitionRepresented Legends Hospitality in the acquisition of International Stadia Group, a London-based sports and entertainment company. The acquisition will extend Legend’s global capabilities and allow for growth opportunities in the EAME regions.

Macromark, Inc. - Promissory Note ObligationsRepresented Macromark, Inc., one of the largest direct mail companies, in advice on, and negotiation of, secured recourse promissory note obligations.

EMMES Group of Companies - Corporate & Employment MattersRepresent the EMMES Group of Companies, a privately owned real estate investment advisory firm in all corporate and employment matters.

Kiska Developers, Inc. - Employment MattersRepresented Kiska Developers, Inc., a provider of real estate-related services including property development, general contracting and construction management, in employment matters.

Asset Management Co. - Acquisition of Israeli Basketball TeamRepresented an asset management company in the proposed acquisition of an interest in a premier professional basketball team located in Jerusalem. The team has won several titles recently, including the EuroCup and the Israeli League championship.

Formation of E-Commerce Consumer Products BusinessRepresented client in helping form, organize and establish Wifflis, a privately held e-commerce business that designs and produces premium pet supplies.

Haskell Jewels - Factoring FacilityRepresented Haskell Jewels and its subsidiaries in a factoring facility with Rosenthal and Rosenthal, Inc. Haskell Jewels is a leading designer, marketer and distributor of costume jewelry.

Legends Hospitality - Aon CenterRepresented Legends Hospitality in connection with the operation of a rooftop attraction andentertainment center located at the top of the Aon Center in Chicago.

Yankee Global Enterprises - Ownership TransfersRepresented Yankee Global Enterprises, as lead counsel, in connection with various ownership transfers involving the New York Yankees.

Joint Venture for Operation of Stadium BreweryRepresented a professional baseball team affiliate in a proposed joint venture with a leading European craft beer manufacturer for the operation of a brew pub at a major league baseball stadium.

UFC - Mayweather v. McGregor BoutRepresented Ultimate Fighting Championship (UFC), as lead counsel, in the August 2017 Floyd Mayweather, Jr. v. Conor McGregor bout at the T-Mobile Arena in Las Vegas.

Real Estate Investment Bank - Formation of Outsourced Business

Represented a real estate investment bank in the formation and use of a paralegal professional firm to provide certain services with greater efficiency for real estate leases and related matters.

Regional Sports Network - Financing Facility AmendmentRepresented a regional sports network in amending its $24 million equipment lease financing facility to include an affiliate as a lessee.

Commercial Bank - Dismissal of Claims in Age Discrimination LitigationRepresented a U.S. commercial bank in connection with securing the dismissal of the majorityof claims against it that were filed by a former executive of the bank over age discrimination allegations.

Professional Baseball Team - Breach of Contract LitigationRepresented a professional baseball team in a purported breach of contract action by an office equipment leasing company seeking to hold our client liable for financial losses suffered by one of the plaintiff’s independent dealers.

Professional Baseball Team - Summary Judgment in Breach of Contract DisputeRepresented a professional baseball team in securing summary judgment in a federal court litigation arising from the breach of a multi-year advertising agreement with a mobile securityfirm. The court awarded our client $1.7 million, plus interest and late fees, as well as attorneys’fees and costs.

Professional Baseball Team - Ticket Purchase Agreement DisputeRepresented a professional baseball team in resolving a dispute over a ticket purchase agreement.

Professional Baseball Team - Default Judgment in Advertising Agreement LitigationRepresented a professional baseball team in securing default judgment in litigation arising from a stadium vendor’s breach of an advertising agreement.

Regional Sports Network - $660 Million FinancingRepresented a leading regional sports network in amending and restating its senior secured credit facility into a $600 million term loan facility and a $60 million delay draw facility. The proceeds will be used to refinance existing indebtedness, redeem existing senior subordinated notes, and for working capital purposes.

New York Yankees - Vision EsportsRepresented the New York Yankees in its investment partnership with Vision Esports, the largest single shareholder of three eSports companies – Echo Fox, a leading professional eSports organization founded by three-time NBA champion Rick Fox; Twin Galaxies, a recognized authority on video game performance validation and player rankings; and Vision Entertainment, a studio that produces original eSports content.

New York Islanders - Hockey with a HeartRepresented the New York Islanders in connection with the formation and organization of Hockey with a Heart, a non-profit entity formed to promote the Islanders' numerous charitable endeavors.

Regional Sports Network - $200 Million Note RefinanceRepresented a leading regional sports network in the redemption of senior subordinated notes in the principal amount of $250 million and in the issuance of new senior subordinated notes in the principal amount of $200 million.

Regional Sports Network - Corporate Restructuring

Represented a leading regional sports network in a restructuring of its ownership structure through the formation of a new Delaware limited liability company.

New York Islanders - Charity RafflesAdvised the New York Islanders in connection with conducting 50/50 raffles in New York andConnecticut.

Investment in E-Commerce Jewelry RetailerRepresented client in an investment in an E-commerce business that delivers jewelry to consumers on demand through its partnership with high-end jewelry brands.

MedSource National Inc. - Sale to ExamWorksRepresented MedSource National Inc., a provider of Independent Medical Exams (IME) services to insurance carriers, employers, third-party administrators and the legal profession, in its sale to ExamWorks, LLC.

Real Estate Investment Advisory - Joint VentureRepresenting a prominent, privately owned real estate investment advisory in a major residential development.

Real Estate Investment Advisory - Investment in Canadian CompanyRepresenting a prominent, privately owned real estate investment advisory in an investment in a Canadian company involved in the cannabis industry.

Venture Capital InvestmentRepresenting a premier hospitality management company in a high-tech venture capital investment to enhance the stadium experience.

Swedish Pharmaceutical Company - Formation of U.S. SubsidiaryRepresenting a Swedish pharmaceutical company in establishing its U.S. operations.

Grosvenor U.S. InvestmentRepresented a sovereign wealth fund in a venture capital investment.

Real Estate Investment Advisor - Incentive Equity Option PlanRepresented a prominent, privately owned real estate investment advisor in establishing an incentive equity option plan.

Merchant Bank - Private Equity InvestmentRepresented a well-known merchant bank in a private equity investment.

Real Estate Investment Advisor - Portfolio RestructuringRepresented a prominent, privately owned real estate investment advisor in restructuring a real estate portfolio consisting of more than 100 properties.

Racing Association - Acquisition of Minority Interest in Elite Turf ClubRepresented a prominent thoroughbred racing association in the acquisition of a minority interest in Elite Turf Club, a provider of natural turf installation services.

Private Investor - Formation of Private Equity FundRepresented client in establishing a private equity fund focusing on aggregating investments in collegiate and high school sports.

NFL Club - Governance and Employment MattersRepresented a well-known NFL club in issues related to league governance and employment matters.

Jack's Holdings - Series Seed FinancingRepresented Jack’s Holdings, Inc., in a Series Seed Preferred Financing.

Legends Hospitality - MainGate Equity AcquisitionRepresented Legends Hospitality Management, LLC in its equity interest acquisition in MainGate, Inc., a leading event retail and merchandise company. The acquisition will create a robust multi-channel retail and e-commerce platform to facilitate the connection between brands and fans.

Yankee Global Enterprises - Acquisition of Equity InterestIssued transfer and tax opinions in connection with the acquisition of an indirect equity interest in Yankee Holdings, L.P.

Coblentz Patch Duff & Bass - Employment AgreementsRepresented Coblentz Patch Duff & Bass LLP in review of California entity’s employment award agreements for New York employees.

Not-for-Profit Sports Association - ERISA MattersRepresented client in a dispute regarding a domestic relations order applying to the client’s pension plan.

Legends Hospitality - Stadium DevelopmentRepresented Legends Hospitality in connection with a stadium development for a major league franchise.

Real Estate Developer - Family Limited PartnershipRepresented a family office in establishing a family limited partnership.

Hotel Operator - Government RelationsRepresented a major hotel operator in resolving government relations issues.

Not For Profit Association - Executive TransitionRepresented major sports league in connection with all employment and personnel issues.

Not For Profit Association - Cyber SecuritiesRepresented a major sports franchise operator in connection with cyber securities initiatives.

Not For Profit Association - Compensation PlanRepresented a major sports franchise operator in connection with establishing a deferred compensation plan.

Not For Profit Association - Rate ReviewRepresented client, as its integrity counsel, in connection with a rate review.

Sports Ventures - Ownership TransferRepresented client in connection with a minority ownership transfer of an NBA franchise.

Global Law Firm - Acquisition MattersRepresent client, a large global law firm, as outside special counsel in antitrust matters, including conducting a Hart-Scott-Rodino Act analysis with respect to the acquisition of a new business line.

Major Concessions Company - Product OfferingsRepresentation of major concessions company in connection with the offering of its client product offerings.

NHL Hockey Team - Naming Rights

Represented NHL hockey team as outside counsel in connection with its naming rights transaction.

NYRA - Multiyear Hospitality Contracts for Saratoga Race Course and Belmont ParkRepresented the New York Racing Association in a multiyear contract with a leading concessionaire to provide food, beverage and high end catering services for Saratoga Race Course and Belmont Park.

Legends Hospitality- Creation of Omnichannel Retail ProgramHerrick represented Legends Hospitality in the creation of an expansive omnichannel retail program with Spanish soccer powerhouse Real Madrid CF. The program encompasses an all-new official online store, the relaunch of three official stores in Madrid, and a new Flagship Megastore at the Estadio Santiago Bernabéu. The program will offer the latest assortment of fan gear, kits, headwear, customized products, authenticated memorabilia, and accessories at the stadium, online and at official stores.

Silas Capital - Investment in Boll & BranchRepresented Silas Capital in its investment in Boll & Branch (B&B), the leading designer and retailer of sustainable home goods. Silas Capital’s interests were ultimately sold when B&B received a $100 million strategic investment from a global consumer-focused private equity firm.

Investment Advisor/Property Managment Co - Regulatory AnalysisRepresented a real estate investment advisory and property management company in establishing a presence in California and related tax analysis.

New York Racing Association - NYRA Bets National Betting PlatformRepresented New York Racing Association in a joint venture formed to conduct the NYRA Bets national advance deposit wagering business.

Real Estate Firm - West Side Stadium Project - Naming RightsRepresented a prominent real estate firm, as lead counsel, in structuring and negotiating primary naming rights and secondary cornerstone sponsorship agreements for a proposed mixed-use real estate and stadium development project located on the west side of Manhattan.

Investment Advisory and Property Mgmt Co. - Formation of Conduit Limited Liability CompanyRepresented a real estate investment advisory and property management company in the formation of a conduit limited liability company to facilitate distribution of carried interest from investment fund to employees of investment manager pursuant to an employee incentive compensation plan.

Investment Advisory Property Management Co. - Cybersecurity Regulatory ComplianceRepresented a real estate investment advisory and property management company in preparation of comprehensive cybersecurity policies and procedures to ensure compliance with regulatory guidelines.

Electronic Cash-Transaction Payment System ContractRepresented a client in its partnership with an electronic cash-transaction payment system provider that enables its customers with limited access to financial services to make cash payments at local stores.

Real Estate Software Owner - Software Licensing and Service Agreement

Represented a provider of a web-based, multi-tenant reporting tool that aggregates real estate agent and lender data, in its software licensing and service agreement with a financial services technology provider that specializes in mortgage pipeline risk management.

Cybersecurity PolicyRepresented a registered investment advisor in the drafting of its cybersecurity policies and procedures, and the development of a cybersecurity program which included an audit and assessment by an outside consultant. We also advised on the client's Form ADV.

Major League Sports Team - Dismissal of False Advertising Class ActionSuccessful defense of a major league professional sports team, obtaining pre-motion dismissal of all claims in a high-profile putative class action alleging deceptive trade practices and false advertising in connection with a very large sale of memorabilia.

Major League Baseball Franchise - Contract DisputeObtained summary judgment, including dismissal of all claims and recovery on counterclaim for breach of contract, on the district court level on behalf a Major League Baseball franchise in a contract dispute involving advertising and sponsorship rights, and protected judgment onappeal to the Second Circuit.

New York Racing Association - Integrity Counsel

Representing New York Racing Association (NYRA), in assisting NYRA’s Board of Directors and management in ensuring that NYRA, its officers, employees and operations comply with New York’s Racing, Pari-Mutuel Wagering and Breeding Law §206(5), and AML and Patriot Act concerns. We also assist NYRA on corporate and tax-related matters.

World Surf League - League Ownership, Operations and Surfer Agreements

Represented the World Surf League in establishing the league’s ownership, operations and core investment structures to maximize league value. We also advised the league in the negotiation and development of a form agreement for surfers competing in the WSL Championship Tour, which covered merchandise licensing and media and promotional matters.

Regional Sports Network - $24 Million Equipment Lease FinancingRepresented a leading regional sports network in a $24 million equipment lease financing facility provided by Banc of America Leasing & Capital and in a subsequent amendment to the facility.

MetLife Stadium - $650 Million Bond PlacementRepresented a special purpose entity affiliate of the National Football League's New York Jets and the New York Giants, in a complex public financing for MetLife Stadium that involvedthe New Jersey Economic Development Authority and local government.

New York Yankees - $1.5 Billion Stadium FinancingRepresented the New York Yankees in the issuance of $1.5 billion in municipal tax-free and taxable bonds by the New York City Industrial Development Agency, which financed the leaseand construction of the new Yankee Stadium. We drafted and negotiated the lease agreement for the new stadium, as well as ancillary real estate agreements pertaining to parking lots and garages; construction, demolition and insurance, and public transportation. We were also integrally involved in navigating the Yankees through the lengthy federal, state and local governmental permit and approval process.

Private Lender - Funding AgreementsRepresented a financial services company providing loans and financial accommodations to medium-sized and small businesses, in the development of financing forms, including loan

participation agreements and receivable purchase agreements. In addition, we are consulting on the development of an off-shore lending facility suitable for non-resident, non-US investors.

Multinational Insurance and Reinsurance Company - Capital Markets and Regulatory AdviceOngoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.

Legends Hospitality - VenueNextRepresented Legends Hospitality in an investment in VenueNext, a technology company that provides smartphone-based software that gathers fan metrics and analytics at stadiums, arenas and other large scale entertainment venues.

Legends Hospitality - One World Observatory IP RightsRepresented Legends Hospitality in the review, assessment and protection of intellectual property rights in various unique One World Observatory visitor installations, including the Sky Pod elevators, the See Forever Theater and the City Pulse interactive display.

Real Estate Investment Firm - Development of Hotel Branding and Operations SystemsRepresented a real estate investment firm in the development of proprietary branding and operations systems for a unique hotel concept involving collaborative work spaces.

Silas Capital - Investment in LifeFactoryRepresented Silas Capital in its investment in LifeFactory, a company involved in the design of safe, modern, and eco-friendly glassware, and glass baby and beverage bottles.

Financial Services - Trader Employment AgreementRepresented a financial services firm in the development of an employment agreement template addressing protection of trading algorithms and other proprietary information.

Consumer Products Company - Employment ArbitrationRepresented a consumer products company in connection with an arbitration challenging thetermination of a senior executive.

RXR Realty - NYC Property AcquisitionRepresented RXR Realty in providing advice relating to the acquisition of a New York City property.

Legends Hospitality - DraftKings InvestmentRepresented Legends Hospitality in its equity investment in DraftKings, a leading provider of daily fantasy sports contest services.

EMMES Group of Companies - RestructuringRepresented the EMMES Group of Companies in the completion of the spin-off of Emmes Asset Management Company, renamed Vanbarton Group, and the formation of Emmes RealtyAdvisors from the existing Emmes entity.

Baseball Franchise - Term Loan FacilityRepresented a major league baseball franchise in a $4 million unsecured term loan facility provided by a national bank. The proceeds will be used to pay various fees and expenses related to the facility and to finance certain projects.

Hotel Chain Sr. Executive - Employment Separation AgreementRepresented a senior executive of a major hotel chain regarding an employment separation agreement.

Private Lender - Lending Documentation

Represented a finance company in the development of financing forms and in advice on related legal issues.

Legends Hospitality - Live Nation Strategic PartnershipRepresented Legends Hospitality in a major strategic partnership with Live Nation to provide concession services at 34 of Live Nation's music venues in North America. The partnership represents one of the largest venue food and beverage contracts in history.

Limited Liability Company Joint VentureRepresented client in the formation of a limited liability company to operate as a joint venturefor the sourcing of raw diamonds.

Sports Franchise - Bankruptcy CounterpartyRepresented a major league baseball franchise as counterparty to an advertising agreement and suite license agreement with debtor in connection with the chapter 11 bankruptcy cases of Caesars Entertainment Operating Company, Inc. and its affiliated debtors.

Sibyl Trading LLC - General CorporateRepresented Sibyl Trading LLC in general corporate matters, including entity formation and advice on its proprietary trading platforms and operation.

Victor Chu & Co. - NYS Energy Efficiency FundRepresented Victor Chu & Co and its affiliates, in an investment in and management of New York Energy Efficiency Investments, LLC, a fund formed to finance and implement projects meeting the criteria of New York State's energy efficiency program.

Senior Executive - Private Equity Firm Employment ContractRepresented a client in employment contract negotiations with private equity firm TPG Capital.

Yankee Global Enterprises - Compensation PlansRepresented Yankee Global Enterprises in the establishment of executive compensation plans.

New York City FC - Soccer Stadium DevelopmentRepresented an affiliate of New York City Football Club in a memorandum of understanding with the City of New York for the financing, development and construction of a new soccer stadium.

Legends Hospitality - Concessions OperationsRepresented Legends Hospitality in transactions involving the operation of all food and beverage concessions and premium catering at both Angel Stadium of Anaheim and Tempe Diablo Stadium.

Emmes Capital LLC - 180 Water StreetRepresented an affiliate of Emmes Capital in a real estate development joint venture involvingpartial conversion of office space into residential units.

New York Yankees - BOC SPE AnalysisAnalysis of MLB league-wide proposal to provide the Office of the Commissioner of Baseball with greater oversight and involvement in MLB team bankruptcy and other insolvency proceedings.

Hospitality Group - Building ViolationsAdvise client on matters concerning building violations before the NYC Environmental Control Board and the NTC Criminal Court.

Emmes Capital LLC - Zoning MattersRepresented Emmes Capital in connection with zoning matters for various properties located in New York City and New York State.

Medical Exam Firm - Asset AcquisitionRepresented an independent medical exam and review firm in its acquisition of independent medical examination software assets from Ohio-based Innova Partners Limited.

Real Estate Advisory Firm - Equity Investment AdviceRepresented a real estate advisory firm regarding company structures in several real estate investments.

Emmes Capital LLC - LLC Agreement for Financial District Building AcquisitionRepresented Emmes Capital LLC in negotiation of an LLC agreement for the purchase of real estate at 61 Broadway.

Legends Hospitality - New Technology InvestmentRepresented Legends Hospitality in a proposed investment in software that consolidates sports franchise data.

World Freerunning & Parkour - Internal RestructuringRepresented World Freerunning & Parkour Federation in internal restructuring and in providing general corporate advice.

Real Estate Advisory - Investment Management AmendmentRepresented a real estate investment advisory and property management company in the restructuring of investment advisor success fees.

Strategic Check - Non-Recourse FinancingsRepresented Strategic Check regarding form and substance of non-recourse financings for athletes based on assignments of substantial compensation revenues.

Real Estate Advisory - Employee Stock Incentive PlanRepresented a real estate investment advisory and property management company in the restructuring of its employee stock incentive plan.

New World Realty Advisors - Golf Club Ownership TransferRepresented New World Realty Advisors, a premier real estate advisory firm, in connection with transferring golf club operations to a not-for-profit organization.

Real Estate Investor - Employment AgreementRepresented client in connection with negotiation of an employment agreement with an investment fund.

Major League Sports Franchise - Executive Compensation PlansRepresented a major league sports franchise in the establishment of restricted stock unit and stock option plans for executives.

Privately Held Business - Industrial Facility DevelopmentRepresented privately held waste-hauling and storage business in connection with the development of a waste treatment and disposal facility, to be located adjacent to a waste-to-energy industrial facility, that will provide for the transfer, treatment and processing of medical waste.

Secured Term LoanRepresented the holding company of a minor league base baseball team in a multi-million dollar secured term loan.

Legends Hospitality - Senior Secured Credit FacilityRepresented Legends Hospitality in a $225 million senior secured credit facility, consisting of a $40 million term loan, a $35 million term, and a $150 million revolving credit facility. The proceeds were used to refinance existing debt and will be used for the construction and build-out of the observation deck at the new World Trade Center in New York.

Doral Bank - Sale of Property Finance UnitRepresented Doral Bank in the sale of the Doral Property Finance Group, including a portfolio of real estate focused loans, to a multi-billion dollar REIT.

Sports Investor Group - Buffalo Bills Acquisition BidRepresented a final round bidder, a consortium of high-net-worth individuals and institutional investors, in the proposed acquisition of the National Football League's Buffalo Bills, and in related stadium issues and compliance matters with the NFL constitution.

Sterling Equities - Formation of Brooklyn Bolts FXFL TeamRepresented Sterling Equities in the joint venture formation of the Brooklyn Bolts, one of four teams in the new Fall Experimental Football League ("FXFL"). The FXFL is a professional football league which serves as a developmental platform for players, coaches and referees.

M&A Advisory - Polish Company ListingRepresentation of an M&A advisory firm in developing a strategy to access the US public exchange as a foreign private issuer either by listing shares on the NYSE or issuing and listing ADRs.

Silas Capital - Portfolio Investment SaleRepresented Silas Capital, a venture capital and private equity firm, in the sale of a portfolio investment, including the negotiation of applicable indemnities, representations and warranties.

Money Center Bank - CLO Program DevelopmentRepresented a money center bank in developing a collateralized loan obligation program to recycle national real estate mortgage loans and warehouse loans, including advice on structuring, tax matters and bank regulatory matters.

Private Equity - Venture Capital FundRepresented a private equity firm in establishing a semi-independent venture capital fund platform, including the negotiation of the terms of the venture capital fund platform documents and related compensation and governance issues.

MEAG New York - Master Securities Forward Transaction AgreementRepresented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Wells Fargo.

Major League Baseball Franchise - Senior Secured Credit FacilityRepresented a major league baseball franchise in a $250 million senior secured credit facility consisting of a $200 million league term loan facility and a $50 million revolving credit facility. The proceeds were used to make a dividend payment to parent to repay existing facility and to pay fees and expenses.

Lelands - Jim Brown's NFL Championship RingRepresented Lelands in litigation filed in New York federal court by former National Football League player Jim Brown regarding the recovery of a 1964 NFL championship ring alleged to have been stolen.

Lanco Corporation - Contract Dispute

Represented Lanco Corporation, a supplier of metal finishing and waste treatment equipment,in connection with a contract dispute by its freight forwarder and customs broker regarding an extension of credit and general lien.

Mitchell Best Homes LLC - Joint VentureRepresented Mitchell Best Homes LLC in connection with a joint venture with institutional investors for real estate housing developments.

Plainfield Asset Management - Portfolio Company SalesRepresented Plainfield Asset Management in connection with the sale of several portfolio companies.

Emmes Capital LLC - Regulatory AdviceRepresented Emmes Capital LLC in providing regulatory advice on investment advisor, commodity trading, swaps and Dodd-Frank regulations.

Balfour Investors Inc. - Cleancor Joint VentureRepresented domestic and foreign private equity investors affiliated with Balfour Investors Inc. (“Balfour”) in the formation of Cleancor Energy Solutions LLC (“Cleancor”) joint venture. Cleancor is an energy merchant bank focusing on financing for and investment in clean-fuel start-up or early stage enterprises, technologies, infrastructure, logistics services and projects.Balfour is a merchant bank whose principals have acquired assets across a multitude of industries for more than 35 years.

New York City FC - Radio Broadcast AgreementRepresented New York City Football Club in a multi-year radio license with CBS Radio to broadcast the team's matches on WFAN 660 AM / 101.9 FM.

Telecommunications Company - NYC Fiber Optic FranchiseRepresented a major new telecommunications company in negotiating and obtaining approval for New York City franchise to install fiber optic cable throughout the City of New York.

Chicago Cubs - CBS Radio Broadcast Rights AgreementRepresented the Chicago Cubs in a multi-year radio license with CBS Radio to broadcast Cubs games on WBBM Newsradio 780AM. The radio license is part of a sports and entertainment partnership that also includes several promotional initiatives across all seven ofCBS Radio's local Chicago radio stations and digital and social media platforms. Additionally, the partnership will create and produce live music events at or near Wrigley Field.

California Office Building AcquisitionsRepresented Emmes Capital LLC in the joint venture acquisition of Class A office buildings located at 701 B Street and 707 Broadway, San Diego, California.

Silas Capital - Built NY AuctionRepresented Silas Capital, a venture capital and private equity firm, in the negotiation of letters of intent and a purchase agreement as part of a quasi-auction for the principal assets of a brand design firm. The transaction raised creditor rights and zone of insolvency issues.

Sale of Cashzone Check Cashing AssetsRepresented Cashzone Check Cashing Corporation in connection with the sale of all of its assets to PLS Check Cashing Inc.

Zentek Automation US - Employment ReleaseRepresented Zentek Automation US in connection with termination of employee and negotiation of severance agreement.

Strategic Check LLC - Consumer Credit Regulations AdviceRepresented Strategic Check LLC in connection with research and advice concerning consumer credit regulations applicable to health care provider financing program.

Strategic Check LLC - Master Participation AgreementRepresented Strategic Check LLC in the preparation of a master participation agreement which will permit investments in non-recourse credit extended to health care providers.

MEAG New York - Master Securities Forward Transaction AgreementRepresented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Citibank NA.

RXR - Office and Retail LeasingRepresenting RXR Realty, one of the largest real estate operating and investment companies in the New York tri-state area, in a wide range of office and retail leasing matters.

Yankee Global Enterprises - 21st Century Fox Acquisition of YES NetworkRepresented the New York Yankees and Yankee Global Enterprises in 21st Century Fox's multi-billion dollar acquisition of a majority stake in the Yankees Entertainment and Sports Network (YES Network). The two-step acquisition raised 21st Century Fox's ownership position in the regional sports network to 80 per cent. The remaining 20 per cent stake continues to be held by Yankee Global Enterprises.

Private Investment Firm - Venture CapitalRepresented large private investor in connection with the preparation and negotiation of terms sheets for complex equity investment in a variety of privately held businesses.

RXR Realty Private Equity Joint VentureRepresented RXR Realty in a joint venture with a prominent private equity firm.

InterMedia Partners - Formula One ProposalRepresented InterMedia Partners in a proposal to create the Grand Prix of America Formula One race in Weehawken New Jersey.

Private Equity Firm - Fiber Optic Network DevelopmentRepresented private equity investment firm in the arrangement of a joint venture with the objective of expanding fiber optic cable networks in a major municipality.

Venture Capital - Fruit Juice InvestmentRepresented a venture financing fund in its investment in an early stage fruit juice company.

Sports Franchise - Arbitration Award EnforcementRepresented a major sports franchise in obtaining a judgment confirming an arbitration award for breach of contract against a season ticket holder.

Yankee Global Enterprises Affiliate - New York City FCRepresented an affiliate of Yankee Global Enterprises, LLC and the New York Yankees in their joint venture with Manchester City to create New York City FC, Major League Soccer's 20th franchise.

Legends Hospitality - One World Trade Center ObservatoryRepresented Legends Hospitality in the development and operation of the observation deck at the top of One World Trade Center.

Real Estate Investment Manager - Private Equity Joint VentureRepresented an affiliate of a real estate investment manager in a joint venture transaction with a private equity fund. The joint venture was formed to identify, acquire, hold, and

dispose of first loss position unguaranteed bonds issued in connection with multi-family bonds issued by Freddie Mac under its capital execution program.

Emmes Asset Management - California Office Properties AcquisitionRepresented Emmes Asset Management Company in the acquisition of a number of multi-million dollar class A office properties in San Diego, California, in a joint venture with the investment arm of a major university system.

Major League Baseball Team - Term Loan FacilityRepresented a major league baseball franchise, as borrower, in a syndicated $105 million termloan facility.

Yankee Global Enterprises - Senior Credit FacilityRepresented Yankee Global Enterprises in the refinancing of its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises is a holding company that invests in media and sports-related businesses, including the New York Yankees.

Investment Manager - Fund LiquidationRepresented an investment manager in fund liquidation; including the sale of ownership stakes and position in portfolio companies.

Mediware Information Systems - Going PrivateRepresented Mediware Information Systems, Inc., a leading provider of clinical software solutions, in its acquisition by leading private equity investment firm Thoma Bravo, LLC in a transaction valued at $195 million.

Foreign Investment Advisor - U.S. Securities AdviceAdvised German-based investment advisor with respect to U.S. securities regulations.

Yankee Global Enterprises - NYY SteakhouseRepresented Yankee Global Enterprises in connection with the opening of a NYY Steakhouse in Times Square. The NYY Steakhouse brand is a joint venture partnership between the New York Yankees and Hard Rock International.

Yankee Global Enterprises - Scranton/Wilkes-Barre Triple A AcquisitionRepresented Yankee Global Enterprises and affiliates in the acquisition of franchise rights for the New York Yankees minor league Triple A affiliate based in Scranton/Wilkes-Barre.

Sports Investor Group - San Diego Padres Acquisition BidRepresented a sports investor group, which included a former Major League Baseball All-Star,in a bid to acquire the San Diego Padres.

Investment Advisor/Property Management Co. - Investment Management AgreementsRepresented a real estate investment advisory and property management company in the negotiation of investment management agreements with a major public telecommunications company.

Investment Advisor/Property Management Co. - NYC Pension AgreementsRepresented a real estate investment advisory and property management company in the negotiation of investment management agreements with New York City pension plans.

Regional Sports Network - $250 Million High-Yield Note OfferingRepresented a leading regional sports network and franchise in the issuance of $250 million high-yield note offering.

Regional Sports Network - $630 Million Credit Facility

Represented a leading regional sports network and franchise in the negotiation and closing of$630 million senior secured credit facility.

Private Equity Firm - Real Estate Portfolio AcquisitionRepresented a private equity real estate investment firm in the acquisition of a substantial portfolio of mixed-use, multi-tenanted assets located in the Seattle metropolitan area.

Investment Advisor/Property Management Co. - Regulatory AdviceRepresented a real estate investment advisory and property management company in the re-evaluation of regulatory compliance mechanisms to accommodate investment advisory clients subject to ERISA.

Three Ocean Partners - FormationRepresented Three Ocean Partners in its formation and organization, equity capital raise and registration as a broker dealer as well as across a spectrum of portfolio investments.

Powers Fastners - Stanley Black & DeckerRepresented Powers Fasteners in its successful sale to Stanley Black & Decker Inc. (NYSE:SWK). Powers, founded in 1921 and based in Brewster, NY, is North America’s leading supplier of concrete and masonry anchors and fastening systems.

MEAG Munich - Regulatory AdviceRepresented MEAG Munich in providing regulatory advice regarding traders under the U.S. Securities Exchange Act.

Plainfield Asset Management - Intellectual Property Investments SaleRepresented Plainfield Asset Management in the sale of a package of investments made in and alongside a private equity firm focusing on intellectual property. The sale included membership interests in the private equity fund as well as underlying investments in vehicles that acquired intellectual property assets.

Plainfield Asset Management - General Counsel ServicesRepresented the Plainfield Asset Management, on an ongoing basis, in general outside counsel services.

Plainfield Asset Management - Real Estate SaleRepresentation of Plainfield in the sale of certain real estate developments and a pool of loanssecured by various real estate projects and to a real estate developer.

Property Owner - Ownership RestructuringRepresented a property owner in a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in the ownership of limited liability companies, a mortgage refinancing and an option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.

Plainfield Asset Management - SaleRepresentation of Plainfield Asset Management in the sale of a package of assets in connection with its liquidation, including a secured loan to a high-end retail company, an investment in an EU solar panel manufacturer and a Greek public company.

Highbridge Capital Management - Los Angeles Dodgers FinancingAdvised Highbridge Capital Management regarding the rules and regulations applicable to Highbridge's $60 million interim bankruptcy financing to the Los Angeles Dodgers. We also advised Highbridge on its proposed long-term $150 million credit facility to the Los Angeles Dodgers.

Emmes Asset Management Company LLC - AcquisitionRepresented Emmes Asset Management in connection with the acquisition of a preferred equity interest in Waterside Plaza, a multi-family residential complex on the East River.

Luxury Apparel & Home Furnishing Company - Preferred StockRepresented a start-up limited edition luxury apparel and home furnishing collections company in a seed capital preferred stock offering and corporate structuring matters, including the formation of an advisory board and the adoption of an equity incentive plan.

Hedge Fund—Biofuels ManufacturerRepresentation of a hedge fund in connection with its debt and equity investments in a biofuels manufacturer based in Latin America.

Hedge Fund - RestructuringRepresented a hedge fund in connection with the restructuring of its debt and equity investments in a manufacturer of intimate apparel and sleepwear.

Professional Sport Franchise - Reallocation of Corporate ResponsibilitiesRepresented a professional sports franchise in reallocation of corporate responsibilities following the formation of new subsidiaries created to achieve certain payroll, insurance and other administrative efficiencies.

New York Yankees—Network Video DistributionRepresentation of the New York Yankees in connection with a video distribution agreement between Major League Baseball Advanced Media and the YES Network, the primary broadcaster of New York Yankees games.

Israel Discount Bank--Syndicated Credit FacilityRepresentation of Israel Discount Bank of New York as administrative agent and lender, in connection with a senior secured syndicated credit facility to a triple A minor league baseball team.

New York Yankees - LicenseRepresented the New York Yankees in negotiating an agreement with the Daily News to license the Daily News' historic photo archive of Yankees players and stadium imagery and for the Daily News to be the exclusive provider of historical photos for prominent display in the new stadium.

Foreign Sports Investor - Bid for English Premier League ClubRepresented an investment group led by a prominent foreign investor and nationally-recognized sports industry advisor in connection with a potential bid for an English Premier League football club.

Professional Sports Team - Credit Facility RefinancingRepresented a professional sports team in the refinancing of a senior secured credit facility. The refinanced credit facility consists of a several million dollar term loan and a revolving line of credit component. The refinancing is secured by many different assets owned by the team and required other third party approvals.

Emmes Asset Management Company LLC - Investment Adviser AgreementRepresented Emmes Asset Management in its investment adviser agreement with a state pension fund allocating several hundred million dollars to investments in real estate opportunities.

Plainfield Direct Inc. - Modification of Revolving Credit Facility

Representation of Plainfield Direct Inc., a Business Development Company, in connection witha pay down and modification of a senior secured revolving credit facility used for investmentsand general working purposes.

Yankee Global Enterprises LLC - RefinancingRepresented Yankee Global Enterprises LLC in refinancing its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises LLC is a holding company that invests in media and sports related businesses, including the New York Yankees.

Legends Hospitality - Senior Secured Credit FacilityRepresented Legends Hospitality, LLC and Legends Premium Sales, LLC in connection with their senior secured credit facility consisting of a term loan and a revolving credit facility with a letter of credit and swing line subfacilities. Legends Hospitality provides sports and entertainment venues with food, beverage, merchandise and other hospitality services.

Plainfield Asset Management - RestructuringRepresented Plainfield Asset Management in a restructuring of its investment in a regional voice and data services company.

Plainfield Asset Management - Wake Music CatalogRepresented Plainfield in selling the Wake Music Catalog—a catalog of approximately 4,000 songs, including hits by Jennifer Lopez and other internationally renowned recording artists.

Plainfield Gaming Inc. - Military Parts LLCRepresentation of Plainfield Gaming Inc. in funding an additional capital contribution to Military Parts Exchange LLC. Provisions of the company's operating agreement relating to thecomposition and voting of the Board of Directors were also amended to reflect each member's membership interest in the company.

Plainfield Asset Management - RestructuringRepresented Plainfield Asset Management in restructuring Bellator Sport Worldwide, LLC—a mixed martial arts promotional company—of which Plainfield was majority owner. As part of the restructuring, Plainfield sold a portion of their equity in Bellator to a new private equity investor and converted its outstanding loans to Bellator into new equity.

Regional Sports Network - $450 Million Credit FacilityRepresented a regional sports network in a $450 million credit facility.

Session.edu - General CounselRepresented Sessions.edu—an online school for web and graphic design and digital and multimedia arts—in several corporate and transactional matters including the financing of a new school, contract work and trademark representation and applications.

New York Yankees Affiliate - Joint VentureRepresentation of a New York Yankees' affiliate in connection with the creation of a joint venture that would seek to build upon the value associated with the marks and other intellectual property rights of the New York Yankees by seeking licensing arrangements for the branding of products within certain designated consumer product categories.

Solar Rainbow LLC - DistributionRepresented Solar Rainbow LLC in connection with its becoming the exclusive U.S. distributorfor China-based Shenzhen Retop's high quality LED products, including T8 LED Tubes, T8 LED Tubelights, T5 replacement tubes and other long life energy efficient light sources employing LED technology.

Private Equity Client - Executive Retention Program

Represented a private equity client in developing an executive retention program for one of its portfolio companies that was designed to create incentives for executives to remain with the portfolio company while the company was pursuing options for reorganizing the company, including a possible sale of the company.

Global Hedge Company - ExchangeRepresented a global hedge fund in the exchange of certain of its private equity holdings to aGreek public company.

New York Yankees - Yankee Stadium SeatingRepresentation of the Yankees in the preparation and development of its sales commission plan and policies applicable to its account executives for premium and regular seating at the new Yankees Stadium.

New York Yankees - Sponsorship AgreementsRepresentation of the New York Yankees in preparing sponsorship agreements for the 2009 season and beyond for the new Yankee Stadium. The agreements govern the advertising, promotion and product placement rights of the Yankees' new and existing sponsors.

New York Yankees - Army Football GamesRepresentation of the New York Yankees in connection with a proposed series of college football games in which the Army Black Knights will host games in 2011, 2012, 2014 and 2015 at the new Yankee Stadium.

New York Yankees - Yankee Stadium College Football GameRepresented the New York Yankees in connection with the first college football game at the new Yankee Stadium, in which the Notre Dame Fighting Irish took on the Army Black Knights on November 10, 2010. Our representation consisted of negotiating and drafting a comprehensive site agreement that addressed a number of complex issues, such as sponsorship rights and the distribution of revenues.

New World Acquisitions - Settlement AgreementRepresentation of New World Acquisitions in the negotiation and documentation of the termson which they and their venture partner would enter into a reciprocal support and plan settlement agreement with other third parties in the bankruptcy of Fremont General Corporation.

Sports Company - MemorabiliaRepresentation of company jointly owned by the New York Giants and New York Jets in connection with the entry into a memorabilia sales agreement with Steiner Sports. Under the agreement, Steiner Sports was granted the right to effect sales of stadium seats, signage, field goal netting and other Giants Stadium memorabilia.

National Bank - SaleRepresented a national bank in its sale to a private equity investment group.

Hornbeck Offshore Services - Lease AgreementRepresented Hornbeck Offshore Services in the negotiation and preparation of the lease agreement for the client's principal place of business in the New York Metropolitan Area, with waterway access to New York harbor.

Emmes Asset Management - $100 Million California Office Building AcquisitionRepresented Emmes Asset Management Company in connection with a joint venture with theinvestment arm of a major university system and the $100 million acquisition of a prominent Class A office building in Irvine, California. The transaction also included a multi-million dollar investment by a Japanese corporation investing in U.S. property for the first time.

New York Yankees/Top Rank - Stadium SlugfestRepresented both Top Rank and the New York Yankees in the Stadium Slugfest event at Yankee stadium. The event featured the Super Welterweight Championship bout between Yuri Foreman and Miguel Cotto. This was the first boxing event at the new Yankee Stadium, which generated a great deal of media coverage and was offered as part of HBO's regular subscription service rather than pay-per-view. We represented Top Rank and the Yankees with respect to the site agreement, and also produced all agreements with the fighters, HBO, the international TV broadcasters and sponsors.

Yankee Stadium - New Era Pinstripe BowlRepresentation of an affiliate of the New York Yankees in connection with a new college football bowl game, the New Era Pinstripe Bowl, to be played at Yankee Stadium. The first New Era Pinstripe bowl will feature teams from the Big 12 and the Big East and will be televised by ESPN. We negotiated the telecast agreement, the title sponsorship agreement and the agreements with the Big 12 and Big East Conferences.

New York Yankees - Tax Efficient ProgramRepresentation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.

Lehman Brothers - 2nd Lien Receivables FinancingRepresentation of Lehman Commercial Paper in closing a multi-million dollar, second-lien receivables funding for a special purpose vehicle subsidiary of a leading U.S. educational publishing group. In addition to documenting the loan facility, we negotiated an intercreditor agreement with the first lien lender of an existing $350 million receivables funding agreement.

Large Asset Manager - Discrimination CaseRepresented a large asset manager in a national origin case based on disability and religion.

Plainfield Asset Management - Credit FacilityRepresentation of Plainfield Asset Management in amending an existing credit facility for Wyoming Entertainment, LLC. The deal required us to add a significant delayed draw term loan facility, extend the payment-in-kind feature and add a subsidiary as a guarantor.

Legends Hospitality - Joint Venture FormationRepresented Legends Hospitality LLC - a joint venture among the Yankees, Dallas Cowboys and two private equity firms—in setting up business operations (which include running concession services at stadiums, arenas and other large venues), obtaining necessary permits and authorizations in New York, New Jersey, Pennsylvania, Texas and Florida, and protecting the company's intellectual property rights.

Israel Discount Bank - New York Giants FinancingRepresentation of Israel Discount Bank as administrative agent and as a lender in amending an existing secured revolving credit facility to New York Football Giants, Inc. to increase the facility's size to $45 million. The loan's proceeds will be used for working capital purposes.

Yankees Collectibles - Memorabilia AuctionRepresentation of the New York Yankees Partnership in the acquisition from the City of New York of the Old Yankee Stadium seats and bleachers and the agreement with DEMCO, providing for the removal and restoration of such items. Integral to these transactions is the Yankees' joint venture with Steiner Sports to market and sell these and other Yankees-owned

memorabilia and collectibles from the old Yankee Stadium. The transaction also involved establishing a Yankees Memorabilia Store at the new Yankees Stadium. The store is a venture of Legends Hospitality, NYYP and Steiner Sports.

New York Yankees - Sponsorship AgreementsRepresentation of the New York Yankees Partnership in drafting and negotiating sponsorship agreements for the new Yankee Stadium. Two notable sponsors include Standard Parking, theparking garage operator around the new stadium, and Toyota.

Yankees Stadium - Hard Rock Café DealRepresented the New York Yankees and its affiliates in two separate joint ventures with the Hard Rock Café. The Hard Rock Café and a newly branded "NY Steak" prime steakhouse restaurant will open in an area adjacent to right field at the new Yankee Stadium.

Public Financial Services Company - $75 Million AcquisitionRepresentation of a large, NYSE-traded financial services company in connection with a proposed $75 million acquisition of a privately held financial services and insurance brokerage company.

Boutique Financial Services Firm - Proposed SaleRepresentation of a boutique financial services/investment advisory company in its proposed acquisition by a NASDAQ-listed financial services firm.

New York Yankees - Online SweepstakesRepresented the New York Yankees in two online sweepstakes in conjunction with a major electronics corporation, including drafting the sweepstakes official rules and winners' affidavits and assisting with the bonding/security requirements.

Edison Tax Services - Acquisition Platform Structure and Joint VenturesRepresented Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.

Yankee Stadium Technology AgreementRepresented the New York Yankees on their agreement with a technology developer that developed software to essentially run Yankee Stadium.

Private Equity Fund - Music Industry Deal RestructuringRepresented a private equity fund in the comprehensive restructuring of the acquisition financing for a music catalog. The restructuring involves the purchase of a music catalog in satisfaction of acquisition financing obligations, and also the funding of a music developer's participation in a new joint venture.

Metropolitan National Bank - Formation and General Outside CounselHerrick formed—and continues to serve as outside general counsel to—Metropolitan National Bank. Please click here for an in-depth description of our work for the bank.

Rockwood Realty Associates - Sale to DTZ HoldingsRepresented Rockwood Realty Associates in the sale of 50% of its equity interests to DTZ Holdings plc, a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.

Vitamin Manufacturer - Reverse Triangular MergerCounsel to a large vitamin manufacturer in a multimillion dollar reverse triangular merger witha publicly traded manufacturer and distributor of vitamins and health products.

Computer Hardware Manufacturer - Merger

Counsel to a New York Stock Exchange listed computer hardware manufacturer in connection with its merger, which created the largest independent provider of computer storage systems for storage area networks and the Internet.

Sports TV Network - FormationFormation and organization of a high profile, 24-hour cable sports television network.

Sports Company - Billion-Dollar ReorganizationCounsel to a premier integrated sports and media company in its billion-dollar ownership reorganization and restructuring.

Investors - Internet-Related InvestmentsRepresented investors in acquiring controlling interests in, restructuring and/or liquidating, internet-related companies.

Sporting Goods Chain - FinancingCounsel to a large retail sporting goods chain in its long term and working capital financing facility with several money center financial institutions.

Private Investment Fund - Senior Living InvestmentsCounsel to a large private investment fund which specializes in making investments in senior living communities throughout the United States.

Corporate RestructuringsRepresented special committees, CEOs and companies in corporate recapitalizations and restructurings.

Beverage Distributor - Joint VentureRepresentation of a large domestic beverage distributor in its joint venture transaction with another large beverage distributor consolidating their Mid-Atlantic operations.

Coffee and Tea Company - Private Placement and AcquisitionRepresented a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.

Horizon Telecom - Securities and Reorganization IssuesRepresent Horizon Telecom, a publicly traded facilities-based telecommunications carrier thatprovides voice and data services to commercial, residential and local market segments, in connection with its securities law issues and the reorganization of its wireless personal communications service provider subsidiary.

Marathon/Reckson Executive Joint Venture - SL Green/Reckson MergerRepresent a joint venture between Marathon Real Estate Opportunity Fund and senior Reckson executives in six separate transactions in the multi-billion dollar merger between SL Green and Reckson Associates Realty Corp., including an asset acquisition, the formation of a joint venture, two acquisition financings, an asset sale, and a mezzanine financing.

Fashion Designer - Financial RestructuringRepresentation of a high fashion apparel designer/manufacturer in the restructuring of its debt and equity, including cancellation of institutional debt, new factoring arrangements and a joint venture with an overseas manufacturer.

Asset Management Company - Employment IssuesRepresented one of leading independent asset management companies in its defense of a wrongful termination action claiming religious discrimination, and in a separate action claiming discrimination based on disability. We continue to represent the company in all aspects of its employment disputes, and in risk management issues.

FrontLine Capital - Vantas/HQ Global MergerRepresented FrontLine Capital in connection with the merger of Vantas and HQ Global Workplaces into a billion-dollar executive office suite company.

Real Estate Company - Private Equity Fund FormationRepresented a major real estate company in forming a $300 million equity fund to acquire controlling interests in real estate operating companies.

R6 Capital Management - St. Louis Blues FinancingRepresented R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.

Film Equipment Company - Equity OfferingRepresented a leading manufacturer of film and lighting equipment for the motion picture industry, and its selling stockholders, in connection with a $30 million secondary equity offering; a $15 million equity offering; and a $9 million secondary equity offering. (Prior firm experience)

Software Company - Going PrivateRepresented a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the companyprivate, and helped the company navigate its way through the regulations of the OTC BulletinBoard applicable to withdrawals of shares eligible for quotation.

Major League Baseball Franchises - Lending and Debt RestructuringRepresentation of several Major League Baseball franchises in a variety of lending and debt restructuring matters, including a $120 million loan payoff, a $40 million restructuring, a $45 million term loan, and a unique $55 million mezzanine facility.

Major League Baseball Team - Private PlacementRepresented a Major League Baseball team in a private placement of $41 million of variable rate senior notes.

OTC Hedging Service - Market FormationRepresentation of a hedging service for over-the-counter commodities in forming a unique credit-enhanced automated trading market in a joint venture with an affiliate of Bechtel Corporation.

Real Estate Company - Tennessee and Louisiana AcquisitionsRepresentation of subsidiaries of a major real estate company in joint ventures formed with affiliates of an investment bank to acquire shopping malls and commercial real estate in Tennessee and Louisiana.

HQ Global Workplaces - Sale of the CompanyRepresented HQ Global Workplaces in its acquisition by Frontline Capital Group.

Private Equity Fund - InvestmentsRepresented Plainfield Asset Management in Series B Round investment and Series C Round investments in a well-known payments system startup company.

Hedge Fund - Music Acquisition FinancingRepresented a Connecticut-based hedge fund and a Wall Street investment bank in a joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion ofthe proceeds were used by the borrower, a global music publisher, to acquire an interest in

the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.

Finance Company - Lottery Winnings SecuritizationRepresented a New York-based finance company in connection with the securitization of lottery winnings.

Deutsche Waggonbau - Long Island RailroadRepresentation of Deutsche Waggonbau, the largest manufacturer of passenger cars in the world, in orchestrating the business, legal, regulatory and technical aspects of the $250 million project to supply the Long Island Rail Road with state-of-the-art railcars.

Horizon Telecom - Going Private TransactionRepresented Horizon Telecom, a U.S. telecommunications company, in structuring a going-private transaction engineered through a series of reverse and forward stock splits. The transaction involved the submission of detailed securities law filings which were reviewed andcommented upon by the SEC, and required a fairness opinion from a major investment banking firm.

Gem Company - Credit FacilityRepresentation of a gem company in a senior secured credit facility secured by rough diamonds located throughout the world.

Private Equity Fund - Manufacturer RestructuringRepresented a global private equity fund in the restructuring of, and additional investment in, a leading US manufacturer of automotive and truck axles.

Private Investment Firm - Investment RestructuringRepresented a private investment firm with more than $325 million of capital under management, in restructuring its investment in a major producer of labels for companies throughout the world.

HQ Global Workplaces - Loan RestructuringsRepresented HQ Global Workplaces, then the leading executive office suite company in the world, in its Chapter 11 bankruptcy proceedings including DIP financing and successfully restructuring the company.

Plainfield Asset Management - Westside Transload / Transload AmericaRepresented Plainfield Asset Management in its investment in operators of solid waste transfer stations on federally regulated railroad property. We protected our client’s minority equity position in these operators by implementing stockholders’ agreements with broad super-majority approval provisions, and helped navigate federal and state environmental regulations and federal pre-emption issues.

Sun-Times Media Group - News Communications InvestmentRepresented Sun-Times Media Group, an alliance between Hollinger International Inc., a NYSElisted company, and James A. Finkelstein, founder of The National Law Journal, in connection with joint equity investment in News Communications, Inc. an OTCBB listed company and publisher of The Hill and Dan’s Papers.

HQ Global Workplaces - FormationRepresented HQ Global Workplaces, a flexible office suite company, in its formation by an alliance between Reckson Realty Associates Corp., Frontline Capital Group and affiliates of Halpern Realty. HQ Global Workplaces grew from six executive office centers to one of the largest flexible executive office suite companies in the world.

Plainfield Asset Management - AspreyRepresented Plainfield Asset Management LLC in a joint venture that acquired the luxury retailer Asprey through an equity investment and concurrent senior and senior subordinated debt facilities.

Hollinger International - Investment MonetizationRepresented Hollinger International in its efforts to monetize certain of its venture capital andprivate equity investments.

Pirate Capital - Proxy ContestRepresented a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.

Reckson Strategic Venture Partners - Student HousingRepresented Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business and $220 million initial public offering by, American Campus Communities, Inc. We also represented RSVP in connection with its acquisition of 100% of theequity interests in a preeminent real estate development company that develops food, fuel and rest facilities along major highways.

Reckson Associates Realty Corp. - Telecommunications AgreementsRepresented Reckson Associates Realty Corp., a real estate investment trust, in the alliance between Reckson Realty Corp. and OnSite Access, Inc. to provide building centric telecommunications systems to premier properties.

Regional Sports Network - $200 Million Credit FacilityRepresented a major regional sports network in a $200 million syndicated term loan facility and related joint venture matters with its two major cable television joint venture partners.

Silas Capital - Investment in Food BrandRepresented Silas Capital, a venture capital and private equity firm, in its minority investment in Vintage Italia LLC, owner of the Pasta Chips brand and a developing company engaged in premium snack foods.

Champions League - Formation of Basketball League for Ex-NBA PlayersRepresented Champions League, Inc., in the formation and organization of a new basketball league featuring former NBA players, including league structuring, antitrust, ownership, securities law and franchise law issues, and the sale of the initial franchises.

Yankee Global Enterprises - RefinancingRepresented Yankee Global Enterprises in a refinancing of its senior secured credit facility with a bank syndicate.

Restructuring of U.S. Affiliate of Brazilian Legal FirmRepresented Demarest E. Almeida, Inc., a Brazilian law firm, in restructuring its U.S. affiliate consulting firm and in coordinating with client’s immigration counsel on visa issues.

New York Racing Association - Sports Science Laboratory Non-ProfitRepresented the New York Racing Association regarding the formation of a not-for-profit organization for the purpose of establishing a sports science laboratory for research and drugtesting of horses and other animals.

Sales Agent Agreement - Travel AgencyRepresented an independent contractor in a commission sales agent agreement with a full-service, automated, retail travel agency.

IT Service Technology Agreement

A New York-based provider of managed IT services in negotiation of technology agreements to provide certain data and communications network services to commercial office buildings.

Fashion House FormationRepresented Nolining, a new high-end fashion house, in its formation and organization.

Silas Capital - A-Round Shares ResaleResale of a portion of A Round shares of a high-profile venture capital investment.

DEFI Group SAS - Cross-Border Marketing ContractRepresented DEFI Group SAS in analyzing a cross-border mutual sales representation agreement pertaining to advertising services with Branded Cities Network.

Lelands - Roberto Clemente Baseball Card Collection

Represented Lelands in pursuing monetary damages in a breach of contract action concerning a collector's sale of a $500,000 Roberto Clemente baseball card collection.

Offshore Investment Fund - Joint VentureRepresented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.

Investment Adviser - Loan ReviewReview and analysis of senior secured corporate loan investments on behalf of a collateral manager for collateralized debt obligations (CDOs).

Fund Manager - JOBS ActRepresented a fund manager in connection with JOBS Act advice, including new private placement rules.

Real Estate Investor - AcquisitionRepresented a real estate investor in the acquisition of a public housing project by merger of two limited partnerships.

MEAG New York - Master Securities Forward Transaction AgreementRepresented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Barclays for insurance companies affiliated with MEAG.

$625 Million Secured Term Loan FacilityRepresented a leading regional sports network, as borrower, in amending and restating its senior secured term loan facility into a $625 million term loan facility. The proceeds were usedfor working capital purposes

Term Loan and Revolving Credit FacilitiesRepresented the owner and operator of a major league baseball franchise in amending and extending its existing $250 million syndicated senior secured credit facilities, consisting of a $200 million term loan facility and a $50 million revolving credit facility.

Stadium Development - Oakland RaidersRepresented New City Development in a proposed plan to develop a new stadium for the National Football League's Oakland Raiders. The $1 billion stadium would be the centerpiece of a proposed $4 billion Coliseum City development.

Investment Advisory/Property Management Co - Secured Line of CreditRepresented a real estate investment advisory and property management company in a multi-million dollar secured line of credit provided by a bank syndicate.

Private Client - $300 Million Senior Secured Credit FacilityRepresented client in a $300 million senior secured credit facility, consisting of a $35 million term loan, $65 million term loan, and a $200 million revolving credit facility with a letter of credit and swingline sub-facilities. Proceeds were used to refinance existing debt and for working capital purposes, including financing-permitted acquisitions.