Partner T: F: Promenade 1230 Peachtree Street, N.E. Suite 2100 Atlanta, GA

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1 Gerald focuses his practice on complex transactional tax matters. He offers significant experience with mergers and acquisitions, restructurings and reorganizations, private equity funds, joint ventures, real estate investment trusts (REITs), financing transactions, and corporate and partnership tax planning. Gerald frequently represents independent sponsors and private equity funds in M&A deals and has extensive experience in structuring such deals in a tax efficient manner. Gerald also has represented numerous REITs in public offerings, joint ventures, and mergers and acquisitions totaling billions of dollars. Gerald V. Thomas II Partner T: F: gthomas@mcguirewoods.com Promenade 1230 Peachtree Street, N.E. Suite 2100 Atlanta, GA PRACTICES Tax Transactional Tax Corporate Finance and Capital Markets Mergers and Acquisitions Private Equity and Venture Capital Real Estate and Land Use Real Estate Investment Trusts (REITs) INDUSTRIES Financial Services Healthcare Hospitality, Hotel and Leisure Technology Global Private Client Prior to joining McGuireWoods, Gerald was a lead transactional tax partner at two Atlanta-based law firms with national and international connections. He also was a tax principal in the Atlanta office of a Big 4 accounting firm. An active member of his community, Gerald co-chairs and co-founded Soul Visions Educational Foundation Inc. which awards college scholarships to high school students, and serves on the board of Cool Girls, Inc., a non-profit organization dedicated to the self-empowerment of girls. EXPERIENCE Private Equity Transactions Representation of LLR Partners, a middle market private equity firm, in its acquisition of all of the equity interests of Learn-It Systems, an educational services company. Representation of LLR Partners, a middle market private equity firm, in its $30 million investment in Schweiger Dermatology Group. Representation of Sheridan Capital Partners, a private equity firm, in its majority recapitalization of Smile Doctors, largest orthodontic dental support organization with Representation of an investment advisory firm in its $57.2 million acquisition of a designer, manufacturer and distributor of personal consumer products. Representation of O2Cool, a leading designer, manufacturer and distributor of personal consumer products, in its acquisition of bobble, a manufacturer of hydration and filtration products, from Unilever, a publicly traded transnational consumer goods company. Representation of O2Cool, a leading designer, manufacturer and distributor of personal consumer products, in its acquisition of Zing Anything, an innovative hydration brand. REIT Transactions Representation of the Special Committee of Griffin-American Healthcare REIT II Inc. in its $4 billion merger transaction with NorthStar Realty Corp. Representation of a publicly traded REIT in an $11 billion merger with another REIT. Representation of a public, non-traded apartment, hospitality and office REITs in numerous real estate acquisitions and financing, including several UPREIT McGuireWoods LLP 1

2 transactions and CMBS financings, totaling hundreds of millions of dollars, including negotiation of third party management and franchise agreements. Securities Transactions Representation of Dominion Energy (NYSE: D), one of the largest energy and utility companies in the U.S., and one of its wholly-owned subsidiaries, Virginia Electric and Power Company, in two registered senior note offerings totaling $1.2 billion and one registered common stock offering totaling approximately $200 million. Representation of Virginia Electric and Power Company, a wholly-owned subsidiary of Dominion Energy (NYSE: D), in a $750 million registered public offering of its 2016 Series A 3.15 percent Senior Notes due Representation of Dominion Energy (NYSE: D), one of the largest energy and utility companies in the U.S., in a registered offering of $650 million of 2015 Series B 3.90% Senior Notes due Representation of CNX Coal Resources (NYSE: CNXC), a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX), in its $750 million shelf registration statement with the Securities and Exchange Commission. Representation of Haier US Appliance Solutions Inc., a subsidiary of China-based home appliance maker Qingdao Haier Co. Ltd., in a $450 million trade receivables securitization transaction. M&A Related Representation of American Woodmark (NASDAQ: AMWD), a manufacturer of kitchen and bath cabinets, in its $1.08 billion acquisition of RSI Home Products, a manufacturer of kitchen, bathroom and home organization cabinetry. Representation of Park Sterling Corp. (NASDAQ: PSTB), a Charlotte, NC-based community bank, in its $691 million merger with South State Corp., a Columbia, SC-based bank holding company. Representation of Tesoro Logistics LP in its $444 million acquisition of Alaska petroleum storage and terminal assets from Tesoro Corp. Representation of a leading food service and support services company in its $350 million acquisition of a majority of the stock of a food and dining management services company. Representation of Compass Group USA, a leading food and support services company, in its acquisition of SpenDifference, a full-service group purchasing organization and restaurant supply chain management company. Representation of a leading foodservice and support services company in its acquisition of a major independent contract management firm. Representation of Schneider National (NYSE: SNDR), a premier provider of transportation and logistics services, in its simultaneous acquisitions of Watkins & Shepard and Lodeso. Representation of Hooker Furniture Corp. (NASDAQ: HOFT), a national manufacturer and producer of furniture, in its $105 million acquisition of the business of Home Meridian International. Representation of one of the largest providers of Outpatient Surgery in the U.S. in its reorganization of a California-based surgical center. McGuireWoods LLP 2

3 Representation of Surgical Care Affiliates (NYSE: SCAI), one of the largest providers of Outpatient Surgery in the U.S., in its equity investment in Midlands Orthopaedics Surgery Center, a South Carolina-based orthopaedic and spine surgery center. Representation of Domain Timber Holdings, LLC and its affiliates in connection with the acquisition of the fund management business of Timbervest, LLC, a real estate investment firm specializing in timberland funds management, and its affiliates. Representation of Millennium Healthcare Management in the sale of its urgent care and occupational medicine businesses to Ochsner Health System, Louisiana s largest, non-profit, academic, healthcare system. Representation of Simpson Housing in its $81.9 million purchase of TwentyOne 01, a 226-unit apartment complex. Representation of Simpson Housing in its $62 million purchase of a private REIT owning Battery on Blake Street, a 164-unit apartment complex. EDUCATION New York University, LLM, Taxation, 1998 New York University School of Law, JD, Graduate Editor, Tax Law Review, 1997 New York University Leonard N. Stern School of Business, BS, magna cum laude, 1994 ADMISSIONS Georgia New York HONORS Selected for inclusion in The Best Lawyers in America, Tax Law, Woodward/White, Inc., 2016, 2017 Selected for inclusion in America's Leading Lawyers for Business, Tax, Georgia, Chambers USA, 2014, ; Named "Up and Coming," 2015 Recipient, Tax Leadership Award, National Bar Association, 2014 Named to Georgia s Top 12 Under 40, On The Rise, Fulton County Daily Report, 2008 PUBLICATIONS Co-author, "Considerations for REIT or MLP formation by healthcare not-for-profit organizations," Becker's Hospital CFO, June 23, 2015 Author, "Obligations, Liabilities, and Construction Partnerships: Regs. Clear Away a Trap," Journal of Taxation, May 2007 Author, "Taking a Subchapter T Cooperative Public," Business Entities, January 2006 Author, "The Art of Abandoning Securities and Taking an Ordinary Loss," Journal of Taxation, January 2006 McGuireWoods LLP 3

4 Author, "U.S. Inbound: Investing Through Multiple Chains of Ownership," International Tax Review, October 2003 Author, "Foreign Investment into the United States," Journal of Taxation of Global Transactions, 2002 Author, "Chapter V.D. "Financial Transactions" of the Taxpayer Relief Act of 1997," ALI-ABA, 1998 EVENTS Speaker, "Pass-Through Entity Taxation Update," New Developments in Tax and Wealth Planning, April 24, 2018 Speaker, "Transacting Business With REITs," ABA Webinar, February 28, 2018 Speaker, "What Investors Should Understand about Federal Tax Reform & Evolving Tax Strategies," 15th Annual Healthcare and Life Sciences Private Equity and Finance Conference, February 22, 2018 Speaker, "Tax Reform and the Impact on Domestic & International Businesses," Essential Insight on Sweeping Tax Reforms, January 11, 2018 Moderator, "Tax Reform Update: The Latest on the Implications for Commercial Real Estate Investment," The 15th Annual Winter Forum on Real Estate Opportunity & Private Fund Investing, Laguna, CA, January 18, 2018 Speaker, "Tax Reform and the Impact on Domestic and International Businesses," McGuireWoods LLP Webinar, January 11, 2018 Panelist, "Tax Traps & Opportunities -- Overcoming Common Tax Concerns in Real Estate Transactions," Building Blocks of Commercial Real Estate, May 3, 2016 Moderator, "Maximizing Value Through Tax Planning and State Tax Incentives," 14th Annual Healthcare and Life Sciences Private Equity and Finance Conference, February 22, 2017 Speaker, "Impact on Corporate and Partnership Income Tax," Post-Election Program, McGuireWoods LLP Webinar, November 10, 2016 Panelist, "Assessing Different CRE Investment Structures Within the Current Tax Environment," IMN 13th Annual Winter Forum on Real Estate Opportunity & Private Fund Investing, January 21, 2016 Panelist, "Navigating Unique Organizational, Operational and Tax Issues When Dealing With REITs," Real Estate Transactions With REITs: Selling, Leasing or Lending Deals With REITs, Strafford Publications, Inc Webinar, June 17, 2015 Speaker, "Top Areas of Focus for Non-Traded REIT Financial Officers: Liquidity Events; Distributions/Dividends; Maximizing Returns for Shareholders," IMN's 10th Annual Non-Traded REIT Industry Symposium, June 20, 2013 Speaker, "LLC Compensation," LLCs: Advising Small Business Startups and Larger Companies in Georgia, Lorman Education CLE, June 6, 2013 AFFILIATIONS Member, Editorial Advisory Board, Tax, Law360, present Chair, Real Estate Investment Trust committee, ABA Section of Real Property, Trust and Estate Law Member, Taxation Section, American Bar Association McGuireWoods LLP 4

5 Member, National Association of Real Estate Investment Trusts (NAREIT) Member, Leadership Atlanta (Class of 2011) The McGuireWoods website provides information of general interest to the public. The website does not offer legal advice about specific situations or problems. You should consult a McGuireWoods lawyer if you have legal issues requiring attention. Nothing on this site creates an express or implied contract. McGuireWoods does not intend to create an attorney-client relationship by inviting you to contact us. Unless and until we and you agree that we will represent you, we will not have any duties to you, including any duty to keep what you send us confidential or any duty to protect your interests. This means that nothing you send us will be kept confidential, unless we mutually agree that we will keep it confidential. Past legal successes described on this website are not indicators of future results. The outcome of particular legal matters is dependent upon the facts and law applicable to the matters. McGuireWoods LLP 5