STEPHEN M. JOHNS

214-***-**** acd4oa@r.postjobfree.com www.linkedin.com/in/sjohnslaw

SUMMARY

Highly experienced business transactions attorney with particular focus on complex commercial contracts relating to

technology, finance, securities, and corporate governance and compliance. J.D./M.B.A. recipient who understands the

business considerations driving deals and knows how to get the deal closed, while still protecting the interests of his

trusting clients. Actively pursuing a senior-level position in a multi-discipline collaborative environment, where

individual initiative and both personal and process improvement are a priority.

EXPERIENCE

TRI GLOBAL ENERGY, LLC, Dallas, Texas 2010 – Present

General Counsel

Primary responsibility for all company corporate governance, legal compliance, and agreement negotiation matters

in the development, structuring, negotiation, financing, and closing of wind renewable energy projects.

Management of a legal department of four persons (two attorneys and two paralegals). All activities focused on

driving company toward IPO.

! Negotiated and closed strategic alliance for supply of over $1.5 trillion of wind turbines.

! Active management of and consultation for over 18 wind energy projects, interfacing directly and

proactively with over 72 community leaders serving as project-level directors.

! Extensive federal and state securities law compliance with respect to raising over $43 million of equity in

35+ private placement offerings, including numerous structural, taxation, and revenue recognition matters.

! Led to a successful outcome the legal and business response to SEC whistleblower investigation that

continued for over one year; Actively supported development of project in Pakistan.

! Mergers & acquisitions and joint venture transaction (public and private, stock and asset, domestic and

international) in support of ongoing project development efforts and corporate strategy.

! Drafted, negotiated, and closed transactions relating to EPC (engineering, procurement, and construction)

of BOP (balance of plant) activities, joint venture investments, strategic alliances, supply of wind turbines

and related equipment, inbound and outbound strategic patent and software licensing, transmission and

interconnection assessment, off-taker arrangements, right-of-way and related easements, and leasing and

title work to substantiate site control.

! Responsible for RFP/RFQ bidding responses on numerous renewable and hybrid power projects (wind,

solar, and natural gas peaker plants).

! Management of outside counsel in numerous commercial, regulatory, litigation, and securities matters.

Currently seeking new opportunities to leverage wealth of transactional experience, as I am relocating to the

Silicon Valley/Bay Area so my spouse can pursue a start-up IP licensing venture in Cupertino.

LEGGETT & CLEMONS, PLLC, Plano, Texas 2006 – 2010

Partner

Representation of numerous start-up, middle-market companies, and large portfolio companies, involving direct

and significant engagement with top-level executives, in connection with management, negotiation, and closing of

complex domestic and international transactions regarding:

! In bound and outbound licensing of hardware and software technologies (including fabless semiconductor

companies, SaaS and social collaboration offerings of ASPs and ISVs, Fortune 500 global retailer e-

commerce platforms, and open source software);

! Mergers & acquisitions transactions (public and private, stock and asset, domestic and international)

relating to technology acquisitions, divestitures, and joint ventures;

! Product development, product life cycle matters, and development agreements, partnering/alliance

agreements and end user license agreements relating thereto;

! Venture capital investments and private placement offerings for numerous hardware, software, and

medical device technology companies, including all related SEC and state securities compliance issues;

! Marketing, promotion, and advertisement joint ventures and agreements for Fortune 500 marketing

conglomerate;

! Sale and procurement of industrial equipment in manufacturing and chemical processing industries, and

other associated professional and field services (for both EPC and stand-alone transactions); and

! Commercial and industrial real estate development and construction.

Managed numerous associates, outside counsel, and other professionals in connection with all of the foregoing.

Left practice to pursue General Counsel position with then-current client, Tri Global Energy, LLC.

RICHIE & GUERINGER, P.C., AUSTIN, TEXAS 2004 – 2006

Associate

Representation of numerous start-up and established middle-market companies, involving direct and significant

engagement with top-level executives overseeing their businesses of:

! Technology hardware and software development and licensing (inbound, outbound, channel, SaaS, OEM);

! International oil & gas instrumentation sales and services;

! Steel processing and manufacturing; and

! Commercial and industrial real estate development and construction services.

Particular focus on EPC activities as a part of negotiating and closing long-term master sale and purchase

agreements in connection with the sale, procurement, and service of: compressor systems; vibration monitoring

equipment; fuel testing instrumentation; coil steel fabrication; and other instrumentation sales and services.

Typical areas of practice include negotiating and closing: mergers and acquisitions; procurement and supply of

goods and services; general commercial and construction; technology licensing and outsourcing; copyright,

trademarks, and other intellectual property protections including negotiation of royalties; and SEC and state

securities law compliance.

Extensive involvement in the resolution of business disputes and attendant contract renegotiations resulting from

litigation and arbitration matters.

Left firm to relocate to Dallas, Texas in accommodation of spouse’s in-house counsel opportunity.

MCKOOL SMITH, P.C., AUSTIN & DALLAS, TEXAS 2002 – 2004

Associate

Formed a part of exclusive team of joint-J.D./M.B.A. attorneys to represent Enron Unsecured Creditors Committee

in efforts to pursue claims against Enron and its executives and professional advisors.

Participated in extensive team collaboration with other legal, financial, and accounting professional practice groups

governed by tight deadlines to assess: fraudulent business structures and off balance sheet financings of Enron’s

broadband, commodity trading, and oil & gas businesses; potential claims against top-level former officers and

directors; and potential claims against auditors and legal firms that supported the foregoing.

Project ended when Unsecured Creditors Committee became unfunded. Preferred to continue complex

transactional practice, which was not available at McKool Smith.

DELL COMPUTER CORPORATION, AUSTIN, TEXAS 2001 – 2002

Associate Counsel

Advised internal client groups (consumer- and enterprise-level server and storage products) and all related regional

and business units (procurement, manufacturing, marketing, and sales) in connection with multiple licensing

initiatives and contract negotiations.

! Drafted, negotiated, and closed large domestic and international deals relating to: hardware and software

licensing (open source and commercial); technology transfers and outsourcing; joint ventures regarding

design and manufacturing of OEM products; management of RFP/RFQ bidding responses on multiple

initiatives; and procurement and program sales.

! Supported and advised internal client groups with respect to product development and life cycle

management, stop-ship coordination, revision of internal security procedures, group presentations

regarding topical legal matters, and general business advice.

! Lead roles for call center outsourcing to India and headcount downsizing in Round Rock offices following

the burst of the “tech bubble.”

! Primary liaison for the Intel/Dell relationship.

Chose to pursue investigation into Enron structured finance activities, as legal assignments at Dell were becoming

increasingly focused on employment litigation and not commercial transactions.

BROBECK, PHLEGER & HARRISON LLP, AUSTIN, TEXAS 1999 – 2001

Associate

General representation of institutional venture capital firms, major securities underwriters, and private and publicly

traded companies in connection with: over 75 venture capital financings (all stages); over 25 initial and secondary

public offerings of equity; SEC and state securities law compliance; numerous private placement offerings;

numerous large merger and acquisition transactions (public and private, stock and asset, domestic and

international); general corporate finance, structure, and capitalization matters; and general business law matters.

! Primary responsibility for managing representation of over 25 emerging-growth companies in the Internet,

telecommunications, biotechnology, and technology professional services industries.

! Significant involvement in hardware and software licensing and technology negotiations, business strategy

planning, and general commercial practice.

Left firm to pursue in-house opportunity after determining the “tech bubble” would burst and Brobeck would not

weather the resulting recession due to financial issues. Brobeck dissolved in 2003.

FULBRIGHT & JAWORSKI L.L.P., HOUSTON, TEXAS 1997 – 1999

Associate

General representation of publicly traded oil & gas and technology companies in connection with major complex

commercial matters, financing arrangements, securities transactions, and mergers and acquisitions.

! Major participation in over 30 initial and secondary public offerings of equity and debt (including all pre-

and post-offering SEC and state securities law compliance matters), as well as numerous large mergers

and acquisitions (public and private, stock and asset, domestic and international) and general corporate

governance.

! Responsible for drafting, negotiating, and closing of numerous corporate transactions, including an inter-

company transfer of over $1 billion in debt obligations from Shell Oil and Saudi Aramco to Motiva

Enterprises, a major oil & gas downstream marketing and refining operator.

! Significant involvement in the restructuring of numerous large financial credit agreements and structured

and project financings throughout the U.S., Canada, Brazil, and Georgia (former Soviet republic).

Left firm to pursue venture capital financing and transactional opportunities with start-up technology companies.

EDUCATION

THE UNIVERSITY OF HOUSTON LAW CENTER

AND BAUER GRADUATE COLLEGE OF BUSINESS

J.D. 1997, Cum Laude

M.B.A. 1997, Summa Cum Laude

Participant in the J.D./M.B.A. joint degree program; completed program one year ahead of scheduled timing.

THE UNIVERSITY OF TEXAS AT AUSTIN

B.B.A. 1994, Finance, Cum Laude

OTHER LEGAL MATTERS

Selected as an expert witness on proper due diligence methodologies and deficiencies with respect to litigation

regarding $214 million international loan transaction regarding commercial development of Bahamian hotel and

golf resort. The resulting expert report was a key factor in the favorable settlement of that litigation.

INTERESTS AND ACTIVITIES

! Avid runner and bicyclist.

! Participant in numerous charity-focused half-marathons and marathons; active fundraiser for Multiple

Sclerosis 150-mile bicycle events.

! Two sons, ages 10 and 6.

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