LAWRENCE P. KOLKER

*** **** **** ****** #**

NEW YORK, NY 10001

914-***-****

ac50xy@r.postjobfree.com

EMPLOYMENT

Wolf Haldenstein Adler Freeman & Herz LLP Associate, 1989-1993; Partner, 1993-present Represents investors in corporate and commercial litigation with concentration in securities class actions and specialization in direct investments such as limited partnerships, REITs, and real estate. Has recovered hundreds of millions of dollars as lead counsel in shareholder rights litigation. Counsels investment firms and entrepreneurs in corporate governance, transactional, and securities matters and represents them in business litigation (e.g., helped investment firm grow from inception to over $1billion of invested capital).

Subject industries have included accounting, banking, CDO securities, technology, pharmaceutical, cable television, oil & gas, hospitality, real estate, and affordable housing. 10-time NY Super Lawyer. Litigation accomplishments, clients, and further detail included in the following pages.

Hill, Betts & Nash Associate, 1987-1989

General commercial and real estate litigation. Trial team member in County of Suffolk v. Long Island Lighting Co. (before Hon. Jack B. Weinstein), a ratepayer RICO action, from complaint through ten- week trial and appeal. Obtained $29 million verdict for plaintiff. New York City Law Department Assistant Corporation Counsel, 1983-1987 Represented City of New York in actions involving regulation of land use, buildings, consumer affairs, and other matters. Counseled City officials on regulatory policy, legislation, and ethical issues. Defended civil rights actions under Section 1983. Nominated for 1987 Award of the Municipal Affairs Committee of the Association of the Bar.

EDUCATION

Brooklyn Law School J.D. 1983

Business Editor, Brooklyn Law Review

Binghamton University B.A. 1978

Innovational Projects Board; Director, WHRW-FM

ADMISSIONS

United States Courts of Appeals for the Second, Fourth, and Eleventh Circuits United States District Courts for the Southern District of New York, Eastern District of New York, Western District of Michigan, and District of Colorado; State of New York. Member: New York State Bar Association, Dispute Resolution Section, Mediation Committee LAWRENCE P. KOLKER 2

SELECTED LITIGATION ACCOMPLISHMENTS & JUDICIAL

COMMENDATIONS

In re Empire State Realty Trust, Inc. Investor Litigation, No. 650607/2012 (Sup. Ct. N.Y. Co.)

• Chair of the committee of co-lead counsel

• Class obtained $155 million recovery of cash and tax benefits

"It is apparent to me, having presided over this case, that class counsel has performed in an excellent manner, and you have represented your clients quite well. You should be complimented for that." Justice O. Peter Sherwood

• In awarding attorneys' fees, the Court stated that the fee was

"intended to reward class counsel handsomely for the very good result achieved for the Class, assumption of the high risk of Plaintiffs prevailing and the efficiency of effort that resulted in the settlement of the case at an early stage without protracted motion practice." May 17, 2013 slip. op. at 5 (citations omitted).

CNL Hotels & Resorts Inc. Securities Litigation, No. 6:04-CV-1231 (M.D. Fla CNL Action”)

• Co-Lead Counsel in a class action on behalf of over 100,000 investors

• Settlement valued at over $225 million

The CNL Action challenged the propriety and pricing of a proposed merger between CNL and its affiliated advisor that was set to cost the investors over $300 million (“CNL Internalization”). The CNL Action was settled by a reduction in the amount to have been paid by CNL and its shareholders in the CNL Internalization by over $225 million. On August 1, 2006, the Federal District Court granted final approval of the Settlement of the CNL Action, noting that “Plaintiffs’ counsel pursued this complex case diligently, competently and professionally” and “achieved a successful result.” The Court concluded that, “a substantial benefit [was] achieved (estimated at approximately $225,000,000)” and

“this lawsuit was clearly instrumental in achieving that result.” In re Comdisco Sec. Litigation, 01 C 2110 (N.D. Ill. July 14, 2005)

• Lead Counsel

• Recovery of $13.75 million

“It has to be said . . . that the efforts that have been extended on behalf of the plaintiff class in the face of these obstacles have been exemplary. And in my view class counsel reflected the kind of professionalism that the critics of class actions . . . are never willing to recognize. . . . I really cannot speak too highly of the services rendered by class counsel in an extraordinary difficult situation.” Judge Milton Shadur

City of St. Clair Shores General Employees Retirement System v. Inland Western Retail Real Estate Trust, Inc., No. 07-C-6174 (N.D. Ill.)

• Co-lead counsel

• Recovery valued between $61.5 million and $90 million Challenged a self-interested REIT merger internalization transaction which resulted in a repayment to the REIT and its shareholders of approximately 24% of the merger consideration, valued between $61.5 million and $90 million.

LAWRENCE P. KOLKER 3

REPRESENTATIVE CLIENTS

The Madison Companies http://madisoncos.com

Mr. Kolker has acted as counsel to this investment firm since its inception in 1996. With the help of Mr. Kolker’s strategic and legal advice, and litigation if necessary, Madison has sponsored over 40 single and multi-investor funds, having invested over $1.0 billion of equity capital. SP Investment Fund http://www.spinvestmentfund.com Mr. Kolker has acted as counsel to this fund for almost a decade, specializing in the development and preservation of affordable housing. As part of this representation, Mr. Kolker conceptualized and guided SP through several investment partnership merger transactions. Courtyard by Marriott Limited Partners’ Committee

Mr. Kolker was counsel to this Committee comprised of several hundred accredited investors who had each invested a minimum of $100,000 in this Reg D private placement. He investigated whether the General Partner was breaching the terms of the partnership and management agreements and manipulating the Partnership’s finances to protect the management fees at the expense of maximizing distributions to the limited partners. The work included negotiations with the executives of Host Marriott Inc. and Marriott International Inc. that resulted in a large tax-free refinancing distribution. Also, when the hotels were sold and the Partnership liquidated, the Committee objected to the inadequate proceeds coming from the sale (and settlement of various lawsuits) and successfully increased the liquidation return to the limited partners by about 20%. The Chair of the Committee was Dr. Marvin Schick, a prominent educator and Jewish scholar. SELECTED TRIALS AND REPORTED DECISIONS

Trials

• In re Public Storage Limited Partnerships Litigation (Super. Ct. L.A. Co. 2016) lead trial counsel in class action challenging partnership roll-up transaction

• Barnes v. Cencom Properties, Inc. (Del Ch. 2011) sole trial counsel in class action challenging self-interested asset sale

• Robbins v. Koger Properties (M.D. Fla.)

member of trial team

securities fraud action in which the jury awarded $81.3 million to the plaintiff class reversed on appeal

• County of Suffolk v. Long Island Lighting Co. (E.D.N.Y.) member of trial team

plaintiff obtained a $22.9 million verdict under the RICO Act settled on appeal in connection with the decommissioning of the Shoreham Nuclear Power Plant LAWRENCE P. KOLKER 4

Reported Decisions

Stepak v. Addison, 20 F.3d 398 (11th Cir. 1994)

In re Comdisco Securities Litigation, 2003 U.S. Dist. LEXIS 5097 (N.D. Ill. March 3, 2003) City Partnership Co. v. Cable TV Fund 14-B, 213 F.R.D. 576 (D. Colo. 2002) Sturm v. Marriott Marquis Corp., 85 F. Supp. 2d 1356 (N.D. Ga. 2000) In re Southeast Hotel Properties Limited Partnership Investor Litigation, 151 F.R.D. 597 (W.D.N.C. 1993)

Prostic v. Xerox Corp., [1991 Transfer Binder] Fed. Sec. L. Rep. (CCH) 96,1967 (D. Conn. July 19, 1991)

Milstein v. City of New York, 629 F. Supp. 97 (S.D.N.Y. 1985) Madison Liquidity Investors 103 LLC v. Carey, 291 A.D.2d 362, 739 N.Y.S.2d 18 (1st Dep't 2002) In re Cencom Cable Income Partners, L.P. Litigation, Consolidated C.A. No. 14634, 2000 Del. Ch. LEXIS 10 (Jan. 27, 2000)

Wallace v. Wood, 752 A.2d 1175 (Del. Ch. 1999)

MEDIATION

Mr. Kolker is a New York State Bar Association certified commercial mediator. His broad range of litigation and counseling experience and active listening skills make him a suitable mediator for any complex business dispute. He also served for five years as an Early Neutral Evaluator for the Eastern District of New York.

LECTURES AND PUBLICATIONS

Moderator, Litigation Roundtable, National Summit on the Future of Fiduciary Responsibility American Conference Institute & Responsible-Investor.com, June 9, 2011 Panelist, Investment Program Association and the Strategic Research Institute 1995, 1996 1997 and 1998 Conferences

Lecturer, Brooklyn Law School Distinguished Alumni Series, 1989

"Limited Partnership Five Percent Tender Offers," Standard & Poor's The Review of Securities and Commodities Regulation, October 1997

"Litigation Strategies for Limited Partnership Tender Offers," Standard & Poor's The Review of Securities & Commodities Regulation, February 1996 MUSIC

Larry Kolker is a singer-songwriter, guitarist, and blues harp player whose work critics call “a refreshing addition to the great singer-songwriter tradition ... with a great ear for melody, the arrangements feel positively energetic ... creating a sound that feels timeless and infinitely tasteful.” He is a board member of Tribes Hill, a regional grass-roots music community. Festival appearances include the 2015 KAABOO festival in Del Mar CA, the 2014 Tribes Hill Music Festival at John Jay Homestead, the 2013-2015 Borderline Folk festivals, the 2013 Huntington Folk Festival, the 2012 & 2013 Montauk Music Festivals, the Millennium Music Conference in Harrisburg, PA, and the Bob Dylan Festivals at the Warwick Valley Winery. He created and produced a music festival attended by more than 500 people in Katonah, New York. He has released three CDs: Dog Year

(2017), Awful Smart Man (2012), and Long Island Slim (2002). www.larrykolker.com

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