Real Estate Legal Counsel

Jon B. Burgin

**** ************ ****. ******, ***** 75225 Phone: 214-***-**** Email: ad5thk@r.postjobfree.com

EXPERIENCE & KEY ACCOMPLISHMENTS

AZT CORPORATION, Dallas, Texas 2018-07/2023

(Operating and management company of parent organization Tabani Group, Inc.)

Senior Counsel for family office real estate investment and management company concentrated on the portfolio ownership of regional, community, and neighborhood shopping centers and other commercial retail and mixed-use properties nationwide in multiple states. Fully responsible for the preparation and negotiation of all transactional documentation of the real estate investment and management process — purchase and sale contracts, borrower’s loan documents, title and survey (review, objections, and responses), major in-line space and ground leases negotiated with national tenants, CC&R amendments and supplements supporting property re-subdivision efforts, property management agreements, and brokerage listing agreements, etc. Daily interaction, advice, and legal counsel with family member business principals, asset and accounting managers, property managers, and other company staff running the business.

FOOD BUSINESS SERVICES, LLC, Fort Worth, Texas 09/2017 – 12/2017

(An affiliate of FundCorp, Inc.)

Senior Legal Counsel

Business counsel for private equity group owning and franchising the Gatti’s Pizza and Gigi’s Cupcakes restaurant concepts. Responsible for all real estate transactions and legal matters involving the group’s Company-owned restaurants and advice and counsel with respect to certain franchising matters. Advised on, negotiated and documented varied business contracts and consulting agreements required in the normal course of business. Worked directly with ownership parties and senior executives of operations in providing advisory and negotiator role for business actions.

FIESTA RESTAURANT GROUP, INC., Dallas, Texas 2015-2017

(Parent company of Pollo Tropical and Taco Cabana restaurant brands) Vice President-Real Estate Counsel

Legal officer responsible for all real estate legal matters involving the company’s restaurants. Work closely with company’s real estate and development executives to facilitate the acquisition/leasing of property for the development and construction of new restaurants, including direct responsibility for the negotiation, documentation and closing of all such transactions. Supervised and hired for company’s lease administration function, including analysis, counsel and direct support in specific matters. Provided analysis, advice and legal initiatives for company’s senior executive officers in connection with strategic actions with real estate assets, including renewals, renegotiations, closures, dispositions and office-warehouse leasing.

GUGGENHEIM RETAIL REAL ESTATE PARTNERS, INC., Frisco, Texas 2008- 2015

(An affiliate of Guggenheim Partners, LLC) Senior Vice President & General Counsel

Legal officer responsible for the negotiation, documentation and oversight of all transactional legal matters for a retail real estate development and investment company affiliated with a diversified financial services firm having more than $240 billion in assets under management. Provided broad and varied business advice and legal counsel to the organization’s executives and other management and functional personnel. Primary transactional work included executing and facilitating numerous retail built-to-suit programs and related property acquisitions, triple net leases, bank and other lender financings, development and construction matters, and improved property dispositions.

BRINKER INTERNATIONAL, INC., Dallas, Texas 1993-2007

Vice President & Assistant General Counsel (2002-2007)

Legal liaison member of the “Chili’s Leadership Team,” the executive management committee presiding over the Chili’s restaurant brand. Served as the only lawyer on that team and was the first lawyer ever placed directly on any Brinker restaurant brand’s operational committee by senior executive management. Reported to the brand’s president in this role.

Senior legal officer responsible for successful execution of company’s real estate acquisition strategies for company-owned restaurant sites of all brands, including all legal aspects of the purchase/leasing, development, construction, liquor licensing and operational permitting for such sites. During this period, directly responsible for the hiring of all six of the company’s real estate attorneys at the corporate counsel level, three real estate paralegals, and an administrative assistant. Also supervised three liquor licensing managers and indirectly managed eight other non-attorneys. Reported directly to Executive Vice President & General Counsel of company from 2005 - 2007.

Chili’s Brand Counsel

Assumed lead role of counsel dedicated to Chili’s. Provided legal advice, counsel and other services in connection with numerous routine and unique matters pertinent to the brand, including real estate and franchising matters; negotiation and/or review of consulting services agreements and hotel conference contracts; intellectual property matters; advertising and marketing issues; alcoholic beverage marketing practices and regulatory compliance; review of proposed radio and television commercials and certain press releases; credit card contracts; and other miscellaneous business contracts, questions and issues.

Participated in Chili’s restaurant site/deal approval meetings and gave related advice and counsel to the brand’s attending chief operating officer, chief financial officer, senior vice president for development and responsible project managers.

Participated in Chili’s “hot peppers” meetings which served to regularly convene all functional lead managers of Chili’s restaurant development process -- architectural design, property development, construction and store opening directors -- to discuss problems and generate solutions in connection with designing, building and operating Chili’s restaurants.

Personally articulated key piece of Chili’s “Mission & Vision” strategic statement in 2004 … “Taking Care of People” … after carefully listening to, analyzing, and synthesizing the comments and insights of over 30 members of senior operations management at conference convened for such purpose. Vote was unanimous consent.

Handled in-house legal responsibility for disposition and refranchising of Chili’s restaurants in Ohio and Pennsylvania, with sale of additional development and franchise rights to acquirer for up to 25 new Chili’s restaurants.

Legal Real Estate Group

Responsible for day-to-day management of entire group and function. Led and managed people and processes of group to successfully perform and complete over 600 real estate acquisition and leasing transactions over the span of five fiscal years for the company, enabling it to open more corporate- owned casual dining restaurants than any other restaurant company in the world during that time period.

During 14-1/2 year tenure with the company, directly or indirectly responsible for the negotiation and documentation of approximately 800 separate restaurant site acquisitions/leases, which constituted 60% of the 1,300+ company-owned restaurants of Brinker International as of November 2007.

Held responsibility for administration and adherence to $2 million organizational budget.

Ensured the legal administration and enforcement of contracts and agreements through the first anniversary of each restaurant’s opening date, including company leases, management contracts, purchase agreements, parking and access agreements and other contracts relating to the ownership, occupancy or development of the restaurants.

Advised company on personnel policies, employee performance problems, workforce consolidations and reductions in force, disciplinary actions and terminations with a focus on performance quality, fairness and preventing discrimination and wrongful termination claims.

Property Management Support

Advised affected departments and restaurants of the company’s rights and responsibilities under its real estate legal agreements. Worked closely with company’s property managers in the administration of this process.

Frequently utilized to negotiate the company’s position in resolving disputes with outside parties in situations involving property-related controversies, especially situations calling for strong enforcement action of contractual rights. Provided support to the litigation department when disputes turned into lawsuits.

Advertising, Marketing & Intellectual Property Support

Advised on advertising and marketing claims and use of company and third party trademarks, copyrights and trade dress.

Frequently advised and consulted with intellectual property manager on trademark registrations, policing, and related litigation, both domestic and international.

BRINKER INTERNATIONAL, INC., Dallas, Texas

Corporate Counsel (1993-2002)

Started in 1993 responsible for company’s real estate acquisition matters and negotiation of leases in the southeastern United States. Duties expanded over time to the designated Chili’s concept lawyer, responsible for all transactional and various other legal matters affecting the Chili’s restaurant brand. Also heavy involvement in numerous other legal aspects of Brinker International’s other restaurant brands and business.

Real Estate & Business Matters

Held all legal responsibility for the acquisition, leasing development and operation of company-owned and company-managed restaurants in assigned area. Added significant improvements and refinements to company’s form lease.

Prepared, negotiated, closed and ensured the legal administration of contracts, leases and other agreements for the acquisition of over 170 restaurant sites during this period. Supervised legal secretary, legal assistants and liquor license managers in connection with this work.

Provided legal advice and counsel and other miscellaneous services for Chili’s and other Brinker restaurant brands in the areas of restaurant operational issues/problems; alcoholic beverage marketing practices and regulatory compliance; franchising matters; advertising and marketing issues; and general business contracts.

Directly responsible for all legal aspects of acquiring adjacent three-office building site to expand the Brinker International corporate campus.

Franchising

Documented new franchised Chili’s sites in the southeastern U.S., Puerto Rico and Mexico.

Negotiated and documented legal aspects of sale of Chili’s franchise development rights to franchisees for Peru, Spain and Central America, respectively.

Worked with senior executives of Eatzi’s Corporation to structure a start-up franchising program for Eatzi’s Market & Bakery, which was formerly Brinker’s unique home meal replacement concept. Prepared the Uniform Franchise Offering Circular and directed oversight of state franchise regulations for this program.

Negotiated and documented Brinker’s consent to the $35 million sale of 17 franchised Chili’s restaurants to The Sydran Group, a 140-unit franchise of Burger King, together with the sale to Sydran of additional Chili’s franchisee development sights in various states. Negotiated and documented inter-creditor agreement with Sydran’s bank lender in connection with this transaction.

Structured, negotiated and prepared restaurant management agreements for Chili’s restaurants owned by Food Brands, LLC (but operated and managed by Brinker).

Drafted form software licensing agreement used by Brinker for franchisees.

Acquisitions & Divestitures

Direct legal responsibility for several different restaurant asset acquisition transactions with franchisees, the largest of which involved the purchase of 39 restaurants (located in 12 different states) from one of Brinker’s largest domestic franchisees at the time.

Negotiated and coordinated with Singapore outside counsel on documentation of Brinker’s acquisition of a 25% interest in its Asian franchisee.

Negotiated and documented sale of Kona Ranch Steakhouse concept to Brinker’s British/Australian franchisee.

Involved in Brinker’s asset sale of its Grady’s American Grill concept and its purchase of the On the Border concept, respectively.

Finance

Worked with outside counsel and internal finance officers in structuring, negotiating and documenting a $50 million real estate synthetic lease financing and a $25 million equipment lease financing from major bank lender.

Worked with peer counsel, outside counsel and chief financial officer in structuring, negotiating and documenting a complex $124 million sale-leaseback financing coordinated by major national bank involving 62 restaurant sites and three campus office buildings.

Involved with various aspects of $30 million credit facility from major national bank.

Legal Department & Employee Development

Worked closely with deputy general counsel in evolving structure and staffing of legal department.

Hired and directly supervised a new real estate attorney, as well as paralegals and administrative assistants when necessary.

Personally motivated, trained and supervised different paralegals on three different occasions for increased roles beyond their limited job description in negotiating and drafting various real estate documents. Led to their subsequent advancement and promotion to different roles within and outside the organization.

CAPITALCORP FINANCIAL, INC.

Dallas, Texas: 1992-1993 Director of Marketing

KANE, RUSSELL, COLEMAN & LOGAN

Dallas, Texas: 1991-1992

Senior Associate in Business Section

ARTER & HADDEN

Dallas, Texas: 1989-1990 Associate in Real Estate Section

OTHER EMPLOYMENT

BAKER & BOTTS

Dallas, Texas: 1987-1989 Associate in Finance Section

GARDERE & WYNNE

Dallas, Texas: 1986-1987 Associate in Real Estate Section

Commercial real estate development matters.

Purchase, sale, leasing and related financing of commercial properties.

Representation of banks and other financial institutions in complex financing matters and debt restructuring.

Legal opinions, corporate and partnership formation, and major due diligence analysis.

EDUCATION SOUTHERN METHODIST UNIVERSITY, Dallas, Texas

Robert H. Dedman School of Law

J.D. - May 1986

SOUTHERN METHODIST UNIVERSITY, Dallas, Texas

Edwin L. Cox Graduate School of Business Master of Business Administration – May 1986 Academic emphasis in Accounting and Finance

THE UNIVERSITY OF TEXAS AT AUSTIN, Austin, Texas

B.B.A. in Finance, with honors

LICENSURE/AFFILIATIONS

State Bar of Texas

Dallas Bar Association

International Council of Shopping Centers

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