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JACE A. RICHARDS, ESQ.

**** * ***** **, ***. 102 Mobile: 208-***-****

Boise, ID 83713 adqs9b@r.postjobfree.com

EXECUTIVE SUMMARY: Idaho-licensed and based, cooperative, and technologically-adept corporate attorney with 16+ years’ experience (10 as General Counsel in the rapid-fire, dynamic world of corporate turnarounds) with exemplary communication and organizational skills and a proven record of both cross-functional-team-based and autonomous performance in reviewing, revising, negotiating, and drafting complex commercial contracts, creative problem solving, and providing sound, succinct, and commercially-driven legal and strategic advice while maintaining commercially- and legally-sound relationships with executives and client stakeholders.

EXPERIENCE

JACE A. RICHARDS, CHTD. dba STRATEGIC LEGAL BOISE, IDAHO Principal/General Counsel 1/2011 – Present

§ Formed separate firm to insulate liability between counsel and SOS but continued as its General Counsel and Chief Legal Advisor engaging in all activities set forth below (until exiting such practice in 2019).

§ Developed practice for clients outside the scope of SOS for matters such as corporate formations, operations, risk management, contract audits, strategic planning, governance, stakeholder relations, disputes, leasing & other real estate matters, acquisitions, sales, and any other client needs throughout the corporate lifecycle.

§ Wound practice down in favor of in-house position STRATEGIC & OPERATIONAL SOLUTIONS, INC. dba SOS BOISE, IDAHO General Counsel 1/2009 – 1/2011

§ Served as sole General Counsel for highly active and multi-state corporate turnaround & restructuring firm focused on entities of 1 to 500 employees.

§ In a very dynamic and fast-paced environment, conferred daily with and/or advised president, operations manager, and/or client stakeholders (and conservator, where applicable) on myriad complex legal issues that plague distressed entities and high-conflict conservatorships such as corporate governance, regulation, risk management, litigation, settlements, mergers, acquisitions, corporate sale positioning, bankruptcy, employment, lending & finance, liens, real & personal property, leasing, title insurance, due diligence, intellectual property, asset protection & exemption planning, strategic reorganizing & restructuring, contract audits, insurance, IT/technology, legal strategy, and countless other issues that often came up without notice and required immediate solution.

§ Researched, drafted, and regularly negotiated vast array of contracts and other documents including: o Highly Complex Commercial Contracts like employment, executive benefits, IT/technology, licensing, non- disclosure & confidentiality, independent contractor, purchase & sale, and composition agreements; employee handbooks, master & subcontractor service agreements, vendor contracts, liens, financing & security agreements, EULAs, development agreements, leases, mortgages/deeds of trust, CC&Rs, easements, entitlement documents, brokerage agreements, shared well agreements, comprehensive pleadings, discovery requests & responses, briefs, memoranda, mediation statements, and settlement & release agreements within and without litigation;

o Corporate Organizational Documents like articles of incorporation and certificates of organization; and o Corporate Governance Documents like operating, buy-sell, joint venture, and partnership agreements, bylaws, policies and procedures, corporate minutes, resolutions, and annual reports.

§ Fielded, investigated, researched, and addressed numerous matters involving federal, state, and local agencies including IRS, Idaho State Tax Comm’n, various county recorders & assessors, Nevada Gaming Comm’n, Nevada Gaming Control Board, SEC, Liquor Control Boards, Idaho Attorney General (Consumer Protection Div’n), various police & sheriffs’ offices, District Attorneys, City Attorneys, Nevada Div’n of Industrial Relations

(Workers’ Compensation Div’n), Idaho Dept. of Insurance, Idaho Dept. of Finance, Nevada Dept. of Taxation, Idaho Motor Vehicles Div’n, Nevada Dept. of Motor Vehicles, Idaho Transportation Dept., Idaho Dept. of Labor, Idaho Dept. of Health & Welfare, Idaho Dept. of Occupational Licensing, and others.

§ Selected, managed, and/or worked closely with a multitude of professionals including outside counsel, CPAs, fraud investigators, law enforcement, appraisers, lenders, title companies, surveyors, architects, estate planners, trustees, guardians, conservators, bankruptcy trustees, and countless others.

§ General experience not aforementioned includes navigating entities of all types & sizes through each stage of the corporate lifecycle; extensive client stakeholder contact & relationship management; researching, digesting, and distilling down for executives & client stakeholders various federal and (multi-jurisdictional) state & local statutes, regulations, codes, and ordinances; extensive management of complex litigation portfolio including directing counsel throughout pleading, discovery, pre-trial, trial, judgment execution, and settlement phases and preparing JACE A. RICHARDS, ESQ. PAGE 2/3

corporate representatives, conservators, client stakeholders, and others for depositions, trials, ADR, and settlement conferences; and maintaining (and virtually memorizing) extensive document repositories.

§ Specific experience not aforementioned includes assisting home builders, heavy-highway construction, road striping, land surveying, land development, casino, hotel, farming, grain elevator, mobile app creator, assisted- living, and multi-family housing ventures, one homebuilder with a $140M equity swing in 2 years, succeeded in taking control of a very highly-contested $60M that we then settled it as a charitable trust, and a $220M personal estate; managing a confidential purchase & sale of a unique gold collection; actively participating in a multi- million-dollar fraud investigation involving over 200 financial accounts and over 100 bankers’ boxes of documents; participating in turnaround of a Nevada city via public-private partnership, among other things; critical participation in negotiating, documenting, and/or executing several multi-million-dollar real estate transactions, developments, litigations, and other commercial transactions; defended copyright suit in which person illegally downloaded a movie using hotel Wi-Fi, lobbying & other legislative activities; and worker's compensation issues.

OFFICE OF FEDERAL HOUSING ENTERPRISE OVERSIGHT nka FHFA WASHINGTON, D.C. Contract Attorney (co-lead) via Hudson Legal 12/2007 – 8/2008

§ Coordinated large-scale document production for federal oversight agency regarding multi-state litigation against GSEs Fannie Mae & Freddie Mac.

§ Co-Managed at least 30 attorneys and liaised between contract attorneys, agencies, and law firms on various matters including staffing, training, and protocol.

§ Analyzed documents for deliberative process, examination, attorney-client, and attorney work product privileges.

§ Performed quality control & privilege reviews (including privilege logs).

§ Maintained low-level security clearance.

GENERAL CONTRACT ATTORNEY WORK WASHINGTON, D.C.

Contract Attorney 8/2007 – 12/2007

§ Co-Managed as many as 42 attorneys on multiple projects in large-scale document productions to DOJ, SEC, Federal Energy Regulatory Commission (FERC), and other federal agencies.

§ Analyzed documents for responsiveness to discovery requests regarding capacity markets, swap agreements, and other (confidential) federal investigations.

§ Edited briefs & memoranda.

§ Performed quality control & privilege reviews (including privilege logs).

§ Liaised between contract attorneys, agencies, and law firms on various matters including staffing, training, and protocol.

§ Worked on contract for such law firms (then known as) Cleary Gottlieb, Hogan Hartson, and WilmerHale. ZUGER KIRMIS & SMITH BISMARCK, NORTH DAKOTA

Attorney 9/2005 – 7/2007

§ Practiced civil defense litigation (including insurance & medical malpractice defense), general commercial litigation, corporations, trusts & estates, and tax.

§ Worked on various other matters including collections, construction defect litigation, contract disputes, defamation, ERISA, family law (including serving as guardian ad litem), and civil fraud. STATE FARM INSURANCE (BRYAN K. SCHWEITZER AGENCY) BOTTINEAU, NORTH DAKOTA Marketing & Information Systems 5/2004 – 5/2005

§ Coordinated office procedures for a top 5% producing agent.

§ Co-authored Microsoft Access database program to track marketing activities.

§ Authored database program to track client contact.

§ Spearheaded marketing program to expand auto production. SYRACUSE LAW LOW-INCOME TAXPAYER CLINIC SYRACUSE, NEW YORK Student Attorney 8/2004 – 1/2005

§ Negotiated tax liabilities primarily regarding child-based benefits with IRS on behalf of low-income taxpayers.

§ Conducted client interviews & legal research to develop negotiation strategies.

§ Attended two weekly seminars by practicing tax attorney to discuss current tax matters and case management. SYRACUSE LAW NATIONAL TRIAL ADVOCACY PROGRAM SYRACUSE, NEW YORK Advocate 9/2003 – 5/2005

§ Formulated motions in limine, opening statements, direct & cross examinations, mid-trial motions, closing arguments, objections, voir dire, and offers of proof.

§ Worked extensively with exhibits & witnesses, including experts.

§ Mastered Federal Rules of Evidence, Civil Procedure, and Criminal Procedure. JACE A. RICHARDS, ESQ. PAGE 3/3

§ Became proficient in multi-jurisdictional courtroom procedure (Fed: 2d, 5th, 7th & 9th Circuits; State: California, Illinois, New York & Texas).

TEAMS

§ 2005 National Trial Competition (San Antonio, Texas) Top 20 of 265 teams

§ 2005 National Trial Competition (Syracuse, New York) Regional Co-Champion

§ 2004 Buffalo-Niagara Invitational (Buffalo, New York) Semi-Finalist

** 2004 Overall Best Advocate (among 32 teams & 96 trials; first ever to win 3 top honors)

§ 2004 ABA National Criminal Trial Competition (Chicago, Illinois) Semi-Finalist

§ 2004 National Trial Competition (Albany, New York) Regional Semi-Finalist

§ 2003 National Civil Trial Competition (Los Angeles, California) (clerk) Finalist JOSEPH A. HERBERT, P.C. LAW FIRM PHOENIX, ARIZONA

Summer Associate 6/2003 – 8/2003

§ Sole associate for highly active commercial real estate litigation firm (landlord-side).

§ Authored briefs on various contract, real estate, and bankruptcy matters.

§ Coordinated & briefed expert witnesses.

§ Assisted with drafting pleadings, correspondence, and legal memoranda.

§ Attended settlement negotiations and aided in drafting all related documents. Legal Assistant 8/2001 – 8/2002

§ Worked closely with clients, co-counsel, and opposing counsel throughout litigation process.

§ Scheduled hearings, depositions, and meetings.

§ Prepared for & attended trials & hearings.

§ Prepared documents necessary for corporate formations and governance.

§ Facilitated Service of Process.

EDUCATION

SYRACUSE UNIVERSITY COLLEGE OF LAW SYRACUSE, NEW YORK Juris Doctor 5/2005

Honors: 2005 Sole Recipient of the International Academy of Trial Lawyers Award 2005 Order of the Barristers

2004 Overall Best Advocate, Buffalo-Niagara Invitational Moot Court Competition 2004 Sole Student Fellow, Working Group on Property, Citizenship, & Social Entrepreneurism 2002-2005 College of Law Dean Scholar

Activities: 2004-2005 Student Attorney, Low Income Taxpayer Clinic 2004-2005 Founder & Chairman, Corporate Law Society Scholarship Fund 2003-2005 Six national trial advocacy competitions 2002-2003 President, Corporate Law Society

2003-2004 Web Administrator, Corporate Law Society ARIZONA STATE UNIVERSITY TEMPE, ARIZONA

Bachelor of Science, Economics 12/2000

Minor, Sociology

Honors: Dean’s List 1996-2000

Activities: Social & Philanthropic Chairman, Pi Kappa Alpha Fraternity Marketing Assistant, Associated Students of ASU “Ensuring Tomorrow” Program EDITH COWAN UNIVERSITY PERTH, AUSTRALIA

Study Abroad Program 7/1999 – 7/2000

Curriculum: Global Economics, Quantitative Economics & Finance, Advanced Micro- & Macroeconomics, International Marketing, Human Resource Management, and International Business BAR ADMISSIONS & COMPUTER SKILLS

BAR ADMISSIONS

§ Idaho (State & Fed. courts)

Bar No. 8169

§ United States Tax Court

Bar No. RJ1168

§ North Dakota (State & Fed.

courts) (expired)

Bar No. 06143

§ District of Columbia (expired)

Bar No. 979736

§ Turtle Mtn Band of Chippewa

Indians Tribal Court (expired)

Bar No. 0566

COMPUTER SKILLS

§ Microsoft Office/Office 365

§ Windows & MacOS

§ Adobe Acrobat

§ Apple & Google ecosystems

§ Zoom

§ Final Cut Pro

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