Timothy Michael Toy

** ************ ****

Mendham, New Jersey 07945

908-***-****

ac9s8z@r.postjobfree.com

Bar Admission

I am a member in good standing of the New York bar. I am eligible to become registered as an in-house counsel in most other states (including Texas and California) and am thus able to provide legal services in such states (other than making court appearances) to an employer and its controlled affiliates.

I am eligible for full admission on motion, without examination, in the forty (40) states and the District of Columbia that are reciprocal jurisdictions viz-a-viz New York. the following states are not reciprocal with New York: Alabama; California; Delaware; Florida: Hawaii; Louisiana; Maryland; Nevada; Rhode Island; and South Carolina.

Experience

Law Offices of Timothy M. Toy, Mendham, New Jersey, 2013 to Present.

Sole practitioner with national client base including a top-five US Bank (based on assets), investor-owned utilities and renewable energy firms. Representation of buyers and sellers in connection with asset and whole business acquisitions, divestitures and restructurings, including preparation, negotiation and execution of definitive documentation such as: purchase and sale agreements; term sheets and NDAs; escrow arrangements; due diligence; joint investment limited liability company and limited partnership purchaser vehicles; joint venture, service and management agreements; transition service agreements; shared services agreements; asset and commercial leases and subleases; data center and rack space agreements; dark and lit fiber agreements (including IRUs); angel investor agreements; first and second stage private equity investment agreements; renewable energy output and input agreements, EPC contracts; debt financing agreements (secured and unsecured, senior and subordinate); and ancillary documentation.

Toy & Brown, New York City, 2009-2012.

Sole equity partner in two-person law firm with national client base including investor-owned utility, merchant energy companies, and national telecommunications company. Representation of buyers and sellers in connection with asset and whole business acquisitions, divestitures and restructurings, including preparation, negotiation and execution of definitive documentation (including: purchase and sale agreements; term sheets and NDAs; escrow arrangements; due diligence; joint investment limited liability company and limited partnership purchaser vehicles; joint venture, service and management agreements; transition service agreements; shared services agreements; asset and commercial leases and subleases; dark and lit fiber agreements (including IRUs); telemetry, tracking and control (TT&C) agreements; first and second stage private equity investment agreements; renewable energy output and input agreements, EPC contracts; debt financing agreements (secured and unsecured, senior and subordinate); and ancillary documentation).

Bracewell & Giuliani LLP, New York City, 2005-2009.

Initial corporate partner in newly-opened New York office for Houston law firm (Bracewell & Patterson). Representation of buyers and sellers in connection with asset and whole business acquisitions, divestitures and restructurings, including preparation, negotiation and execution of definitive documentation such as: purchase and sale agreements; term sheets and NDAs; escrow arrangements; due diligence; joint investment limited liability company and limited partnership purchaser vehicles; joint venture, service and management agreements; transition service agreements; shared services agreements; asset and commercial leases and subleases; renewable energy output and input agreements, EPC contracts; debt financing agreements (secured and unsecured, senior and subordinate); and ancillary documentation.

Pillsbury Winthrop LLP, New York City, 1995-2005.

Full equity partner. Representation of buyers and sellers in connection with asset and whole business acquisitions, divestitures and restructurings, including preparation, negotiation and execution of definitive documentation such as: purchase and sale agreements; term sheets and NDAs; escrow arrangements; due diligence; joint investment limited liability company and limited partnership purchaser vehicles; joint venture, service and management agreements; transition service agreements; shared services agreements; asset and commercial leases and subleases; cogeneration output and input agreements, debt financing agreements (secured and unsecured, senior and subordinate); and ancillary documentation.

Education

University of Pennsylvania Law School (J.D.; associate editor of U. Penn. Law Review).

Harvard University (A.M. Political Philosophy).

Vassar College (A.B.).

General Description; Specific Skills/Experience

In the pages that follow, I provide a general description followed by a description of my specific skills/experience. The pages that follow are intended as a comparatively brief treatment of their subject matter.

Availability: Relocation

I am available immediately and will relocate.

I. General

I am a hardworking, personable, creative and detail-oriented corporate attorney. I have a broad-based corporate law background, including strong corporate, finance, real estate and other transactional experience. I have outstanding drafting skills and can master quickly complex contract sets.

A. Legal Analysis and Counsel

I am experienced with providing thoughtful, measured, accurate, concise and timely legal advice in a professional manner to a diverse, cross-functional group of clients. My experience also includes advising chairpersons, chief executive officers, special board committees, general counsels and regulators, as well as advising business teams and more junior lawyers.

I have experience in managing the resolution of disputes within and across business segments and counseling regarding strategic considerations and the attendant risks and benefits of different courses of action.

B. Drafting, Review and Negotiation

I have extensive experience with providing legal analysis, counsel, negotiation and documentation of a wide variety of transactions, including mergers, acquisitions and divestitures, joint ventures, financings and commercial contracts and arrangements. My experience includes:

(i) Preparation, review and negotiation of agreements related to venture capital investments (including stock purchase agreements, shareholders agreements and investors’ rights agreements).

(ii) Preparation, review and negotiation of project finance agreements, including debt-related agreements, EPC contracts, common ownership and joint use agreements and input and offtake agreements for midstream facilities, renewable energy facilities, data centers and geosynchronous and terrestrial telecommunications facilities; and renegotiation of the foregoing to accommodate facility expansion, partial sell-down and financial issues with users and operators; and

(iv) Preparation, review and negotiation of documentation, and performance of due diligence in connection with, dispositions and acquisitions of venture capital investments and facilities referenced in subparagraph (ii) above.

C. Written, Verbal and Presentation

I have strong written verbal and presentation skills. Where appropriate to the circumstances, I am adept at preparing diagrams and power points. The endnotes link to examples of my diagrams and power points prepared for investor forums and transcripts of my remarks.

II. Specific Skills/Experience

A. Merger, Acquisition and Divestiture Skills/Experience

As external counsel I have been the lead attorney on public company mergers, acquisitions of whole companies from private equity and bidding for, acquiring, restructuring and divesting of industrial facilities and complex non-building infrastructure. I have undertaken or closely supervised extensive contract due diligence exercises. I have undertaken and participated in the preparation of numerous requests for proposals and offering memoranda.

B. Project Development, Post-Development and Financing Skills/Experience

I have drafted, managed and negotiated the full range of agreements that can arise in the development and operation of a specific project, including leases, process input contracts, output contracts (including power purchase agreements), operations and maintenance agreements, engineering procurement and construction contracts, joint venture agreements, partnership flip agreements and sale-leaseback arrangements.

C. Leasing Skills/Experience

I have a national reputation for all aspects of sale and leaseback financing, including transaction inception, transaction administration, transaction default and/or restructuring and end-of-lease renewal, purchase or asset return. My experience includes:

(i) Preparation, review and negotiation of sale and leaseback agreements, including debt-related agreements, common ownership and joint use agreements for a large variety of assets and facilities, such as oil and gas midstream facilities, base-load power plants, renewable energy facilities, aircraft, water reservoirs, data centers, fiber optic systems, super-calendared paper and news print mills, electric transmission systems, office campuses, high-rise headquarters buildings;

(ii) Renegotiation of the foregoing to accommodate facility expansion, partial sell-down and financial issues with users and operators; and

(ii) Preparation, review and negotiation of documentation, and performance of due diligence in connection with, dispositions and acquisitions of venture capital investments and facilities referenced in subparagraph (iii) above.

D. Real Estate Investment Trust (REIT) Skills/Experience

The nature and depth of my facility with real estate investment trust (REIT) concepts and structures is exemplified by the materials maintained on my open source data base (first launched in 2013) for infrastructure REITs at www.reitsourcebook.com. I am not a specialist in REIT tax law as such, but I am skilled in areas such as REIT lease compliance, REIT and taxable REIT subsidiary (TRS) services, management agreements and real/personal property distinctions. Here[i] is the index of the comprehensive open-source infrastructure REIT source book that I maintain.

E. Creditors Rights Skills/Experience

I have provided counsel and advice to creditors and lessors in chapter 11 reorganizations of lease and contract counterparties. I have also provided counsel and advice in connection with efforts to fashion out-of-court resolutions and restructurings. I have specific skills with respect to Bankruptcy Code-based limitations on creditor claims based on rejection of leases of real property (Code section 502(b)(6)).

F. Investor Presentations

In addition to my compensated legal services, I analyze and present lease- and REIT-related topics to the investor community (formerly via UBS; now via Banc America Merrill Lynch). Here[ii] is a copy of my most recent investor presentation. Such presentation has links to the “open source” data bases that I have created and maintain. I invite you to view these data bases as they provide a good overview of my mastery of complexity.

--For the FES presentation and a transcript of my FES remarks, please click here[iii] (presentation) and here[iv] (transcript). The FES source book is www.fessourcebook.com.

--For the GenOn presentation and a transcript of my GenOn remarks, please click here[v] (presentation) and here[vi] (transcript). The GenOn source book is www.genonsourcebook.com.

G. Endnotes

[i] http://nebula.wsimg.com/92d8ee2406b239d05f897f7049962df4?AccessKeyId=B47A35386C098E1FC52E&disposition=0&alloworigin=1

[ii] https://www.scribd.com/document/371868140/GenOn-and-FES-Updates

[iii] http://nebula.wsimg.com/2bb811afc6088e733495534cf3ab48a7?AccessKeyId=AEF79C53CC84697AC037&disposition=0&alloworigin=1

[iv] http://nebula.wsimg.com/2556960b38185c3d53937ffd2d7fc0af?AccessKeyId=AEF79C53CC84697AC037&disposition=0&alloworigin=1

[v] http://nebula.wsimg.com/c606182b1a282d82662c1f5e1955b80a?AccessKeyId=AEF79C53CC84697AC037&disposition=0&alloworigin=1

[vi] http://nebula.wsimg.com/be4274b00a4643d7e3c8cc1ade0ab178?AccessKeyId=AEF79C53CC84697AC037&disposition=0&alloworigin=1

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