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Accounting Staff Financial

Allen, Texas, 75013, United States
October 25, 2016

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Jeff “David” Potter, CPA

**** *** ******* ***** § Allen, TX 75013 § 940-***-**** §

Chief Financial Officer Vice-President of Finance

Helping companies advance to the next level by improving profitability, performance, and shareholder value.

Accomplished leader and visionary with an entrepreneurial spirit and a proven record of success in private business sector and in public accounting. Served as CFO of leading wholesale fuel distributors and multi-unit convenience store chains; developed and executed growth plans; and collaborated with operations and marketing departments to increase distributor sites, store profitability, and shareholder value. Well-rounded expertise in financial, tax, and business valuations; Strong developer and manager of talent who is energized by new challenges and willing to do whatever it takes to get the job done on or before targeted completion dates. Demonstrated ability to communicate effectively with investment bankers and boards of directors. Certified Public Accountant and Certified Valuation Analyst. Core competencies in:

Mergers & Acquisitions § Due Diligence • Investor Relations § Debt & Equity Markets § U.S. GAAP

Tax Planning & Preparation § Capital Expenditure Analysis § Corporate Integrations & Divestitures

Organizational Restructuring § Financial Modeling § Risk Management § Bank & Debt Financing

Career History

Empire Petroleum Partners, LLC ■ 2013 – March 2016

Regional Multi-Wholesale Fuel Distributor

Chief Financial Officer

Vice-President and CFO of Empire Petroleum Partners, a leading multi-regional distributor of branded and unbranded motor fuel with revenues of $2 billion sold to more than 1,300 sites across 28 states. Lead 6 direct reports and 50 indirect reports.

I was recruited to Empire in August 2013 by Empire’s private equity sponsored-owner to help the company go public by the end of 2015. A successful IPO would require rapid growth and improved processes in place to manage growth and public reporting responsibilities. In two years we have doubled the size of the company and began building a team that can manage the growth today and in the future.

Some of the major accomplishments completed in my first two years at Empire include:

§ Successfully completed and integrated six acquisitions with combined fuel distribution growth of more than 500 million gallons of motor fuels and $24 million in EBITDA

§ Participated in raising $60 million dollars from our legacy owners with net proceeds used to fund acquisitions

§ Negotiated $250 million dollar fully-underwritten credit facility (amended twice since inception) and worked with capital market group to syndicate the facility to eight banks to facilitate our rapid growth through acquisition

§ Negotiated reduced audit fees saving the company $150k in first six months of employment and followed up with a change of auditors in 2014 saving the company and additional $100k

§ Restructured accounting staff and implemented new processes designed to improve communication between accounting and operations and established controls to insure that books are closed within eight business days. Oversee billing of nearly 1 billion gallons of motor fuel on an annual basis.

Jeff “David” Potter / Page Two

Alon Brands, Inc., Dallas, TX ■ 2007 – 2013

Wholly owned subsidiary of Alon USA Energy, Inc. and largest 7-Eleven licensee in the U.S.

Chief Financial Officer

Recruited as CFO of Southwest Convenience Stores (SCS) (indirect subsidiary of Alon USA Energy) which operates 300+ stores in Texas and New Mexico with annual revenues of $900+ million. Appointed CFO of Alon Brands, the direct parent of SCS, within six months and added financial reporting of wholesale branded motor fuel business and branded support programs offered to 600+ third-party sites. Led 4 direct and 30 indirect reports.

Played key role in preparing Alon Brands for an IPO by initiating and executing multiple

process improvements that increased EBITDA performance from $12 million to $32 million.

§ Increased motor fuel sold from 97 million gallons in 2008 to 171 million in 2012, a 15% compound annual growth rate, by implementing new strategic fuel-pricing strategies.

§ Improved in-store sales $54+ million, a 6% compound annual growth rate, through execution of strategic motor-fuel strategy initiatives, improved operational excellence, and other marketing incentive plans.

§ Generated $5 million liquidity for capital projects by implementing a proprietary money-order program.

§ Decreased motor fuel inventory turns from 10 to 5 days and merchandise turns from 28 days to 23 days; increased merchandise margins 2.5% since 2008 by improving inventory management and reporting procedures.

§ Reduced daily outstanding/missing store deposits $250,000 through development and implementation of a cash-monitoring system.

Improved overall productivity and performance and cut costs.

§ Reduced accounting staff by 10 while improving overall department performance by automating processes and evaluating direct and indirect accounting responsibilities.

§ Evaluated and coached team members to maximize efficiency and demonstrated exceptional organizational skills in administering multi-million dollar annual budgets.

Served as key member of executive team by providing sound overall financial management. Led

Financial-business modeling including consideration of cost, comparable market and

discounted cash flow approaches of potential acquisitions

§ Directed all U.S. GAAP accounting and financial reporting, long-term real estate lease facilities, and operating and capital lease projects related to store operating equipment.

§ Oversaw retail segment information included in regulatory SEC filings and retail segment SOX compliance.

§ Performed retail analytical analysis of motor fuel and in-store sales transactions for detailed management and discussion analysis included in regulatory filings with SEC.

§ Analyzed and reviewed payback periods for in-store remodeling and equipment financing decisions on annual $15 to $25 million capital expense budget; perform financial modeling and ROI.

§ Prepared consolidated segmented financial statements for banks and Board of Directors; prepared and presented quarterly results and operational analysis to Board of Directors.

Jeff “David” Potter / Page Three

Thriftway Marketing Corporation, Farmington, NM ■ 1994 – 2007

Chief Financial Officer

Recruited by key stakeholder of largest audit client to lead 180-unit convenience store chain with operations in seven states. Held additional accountability for all accounting, tax, and financial reporting for parent company, subsidiaries, limited partnerships, family trust, and individual stakeholders. Managed 5 direct/30 indirect reports.

Played key role in company’s growth.

§ Built productive banking relationships with national and regional banks; led negotiations on terms and structure of multimillion dollar term and revolving credit facilities.

§ Completed 25+ acquisitions in multiple purchase transactions; developed business-acquisition models for potential purchase of convenience store sites.

Delivered millions of dollars in tax savings.

§ Generated multimillion dollar tax savings at corporate and individual shareholder levels by planning and executing private company stock redemption that minimized federal and state income and estate taxes.

§ Delivered additional corporate and personal tax savings by planning and executing a subsidiary spinoff and converting C-corporation to an S-corporation.

Was a key member of management team for $70 million divestiture of 160 convenience stores.

§ Developed valuation and deal structure that complied with complex like-kind exchange rules and regulations; executed multiple IRS section 1031 tax-free exchanges in connection with divestiture.

§ Migrated accounting system from in-house AS400 to PC-based platform after divestiture; reviewed, evaluated, selected and implemented Microsoft Dynamics and FRx Financial Reporting.

Earlier Experience: Partner & Owner: Olson & Potter, CPAs, Oklahoma City, OK, 1985 – 1994: Focused on audit, review, and compilation services; tax planning and preparation; small business accounting; and business valuation for the oil and gas, banking, hotel and restaurant, real estate development, and other service-related providers. Thriftway Marketing Corporation was an audit client.

Education, Certifications, & Affiliations

Bachelor of Science in Accounting, University of Central Oklahoma, 1976

Certified Public Accountant, Oklahoma, 1979 Certified Valuation Analyst, 1996 (not current)

American Institute of CPAs Oklahoma & Texas Society of CPAs

Former Financial Statement Disclosure Instructor: Oklahoma Society of CPAs

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