Tobin, Robert D.

Scott S. Thompson has nearly 30 years as outside and in-house counsel representing public and private companies, partnerships, trusts and individuals in a wide variety of real estate, golf, hospitality and general business transactions. Mr. Thompson served as General Counsel and Chief Legal Officer of a publicly-traded real estate investment trust and General Counsel of a privately-owned energy company. As in-house counsel, Mr. Thompson managed corporate, compliance, regulatory, reporting, transactional, leasing, finance, employment, litigation and insurance matters. As outside counsel, Mr. Thompson has extensive experience in general business, corporate, transactional, governance and operational matters for a wide variety of companies within the real estate, golf and hospitality industries.

Private Practice

Mr. Thompson has representing institutional owners, partnerships and individuals in a variety of transactional, financing, leasing and operational matters within the real estate, golf and hospitality industries. Such transactions include the purchase, sale, leasing and financing for office buildings, hotels, golf courses, ski resorts, marinas, retail properties, industrial parks, and vacant land.

General Counsel

From 1993 to 2001, Mr. Thompson served as a member of the senior management team of National Golf Properties, a public real estate investment trust (NYSE trading symbol: TEE). As the senior legal officer, he was in charge of the following:

• All corporate governance, regulatory and compliance matters; litigation and dispute resolution matters; acquisitions, dispositions and excess asset sales; and all compliance, regulatory, and legal due diligence matters.
• Corporate Secretary duties for all Board and Committee Meetings.
  Special Advisor to the Independent Committee of the Board of Directors on all M&A, finance, lease, disposition, conflict and governance matters.
• All corporate and securities matters including the Company's IPO in 1993 ($200 million), secured and unsecured financings and working capital facilities ($450 million), and private placement financings ($150 million); transactional matters including the acquisition and leasing of over 110 properties located in 25 states and the UK.
• Company's merger and acquisition of two key competitors, which involved asset purchases at the public company level and merger of operating entities into the Company's operating affiliate.

From 2001-2004, Mr. Thompson served as a member of the senior management team of RealEnergy, a venture capital-backed "distributed generation" energy company providing on-site electric and thermal energy power plants serving office, industrial, retail and hotel facilities. Mr. Thompson negotiated and closed more than 30 energy supply/lease transactions as part of the Company's multi-unit growth plan. As the senior legal officer, he was in charge of the following:

• All energy supply/lease transactions with commercial and institutional real estate owners; engineering and construction contracts for the design and construction of on-site distributed generation plants.
  Advisor to Board and Finance Committee regarding all corporate, transactional, finance and governance matters.
• Corporate Secretary duties for all Board and Committee Meetings.
• All corporate, securities and related finance matters including private equity transactions and secured financings with institutional lenders; managed the Company's first patent application.
• All employee and HR related matters with respect to 30+ employee and consultant workforce.
• All litigation, insurance, regulatory and compliance matters; legal due diligence matters.