Jeffrey L. Rothschild

Jeff's practice focuses on mergers and acquisitions and financial advisory work. He has advised clients regarding mergers and acquisitions, dispositions and general corporate issues, such as fiduciary duties analysis, disclosure philosophy and compliance with federal securities law. With experience representing both public and private clients, Jeff has handled transactions involving a range of industries, including health care, telecommunications, retail services, financial services and energy. While at his prior law firm, Jeff led the financial advisory practice which was frequently ranked in the top 15 by Corporate Control Alert in terms of number of mergers and acquisitions transactions announced. Clients included the bulge bracket, the top middle market firms, as well as the premier boutique investment banks in rendering fairness, solvency and valuation opinions. Jeffrey L. Rothschild In addition to his law career, Jeff has worked as an investment banker at J.P. PARTNER Morgan Chase & Co. He has also written a number of articles appearing in The Deal, Euromoney and other publications. In addition, Jeff frequently speaks on T +1 212 548 7086 financial advisory matters in venues such as the Practicing Law Institute and F +1 212 715 6291 American Bar Association meetings. In law school, Jeff was associate editor of the 1251 Avenue of the Americas American Criminal Law Review. 20th Floor New York, NY 10020-1104 EXPERIENCE [email protected] Selected special committee representations include the following: PRACTICES The special committee of the board of directors of GWG Holdings, Inc. in the Corporate sale by two of GWG’s executive officers of their equity ownership in GWG for Mergers & Acquisitions $25 million in cash and equity ownership in a newly created entity. Corporate Governance The special committee of board of directors of Penske Automotive Group, Private Equity Inc. in its $239 million acquisition from subsidiaries of GE Capital Global Cross-Border Transactions Holdings, LLC of a 5.5% ownership interest in Penske Truck Leasing Co., L.P. Financial Advisory Services The Special Committee of the Board of Directors of Constellation Healthcare INDUSTRIES Technologies in its sale for approximately $309 million to CC Capital. Financial Institutions The special committee of the board of directors of Apple REIT Ten, Inc. in its Healthcare $1.3 billion sale to Apple Hospitality REIT, Inc. Energy The special committee of the board of directors of Penske Automotive Group, Private Equity Inc. in its $499 million acquisition from subsidiaries of GE Capital Global Holdings, LLC of a 14.4% ownership interest in Penske Truck Leasing Co., L.P. The Conflicts Committee of the general partner of Spectra Energy Partners in connection with its $1.5 billion sale of two natural gas liquids pipelines to Spectra Energy Corp. One of the Trustees of a charitable trust that is the largest shareholder of Cargill in Cargill's publicly announced $25 billion transaction that would result in the distribution of Cargill's 64% ownership stake in The Mosaic Company to Cargill's shareholders and debt holders. The Special Committee of the Board of Directors of WPCS as it evaluated strategic alternatives that culminated in a litigated asset sale. The Special Committee of the board of directors of Mainline Management in responding to an unsolicited bid of approximately $188 million by ArcLight and Kelso for the minority public equity interests that they did not already own. Selected M&A representations include the following:

McGUIREWOODS LLP | 1 Jeffrey L. Rothschild

Representation of The ExOne Company (Nasdaq: XONE), a global provider of three-dimensional printing machines and 3D printed and other products, in its $575 million sale of all issued and outstanding shares of its common stock to Desktop Metal, Inc. (NYSE: DM), a company accelerating the transformation of manufacturing with an expansive portfolio of 3D printing solutions, from rapid prototyping to mass production.

Representation of TruVista Surgery Center, a Michigan-based ophthalmology practice, in its partnership Sunvera Group, a management service organization providing services to ophthalmology practices across multiple specialties and backed by Ridgemont Equity Partners.

Alcohol Monitoring Systems, Inc. dba SCRAM Systems®, a leading provider of technology-enabled monitoring solutions and groundbreaking offender management software for state and local judicial systems and corrections departments, in its sale to LMG Holdings, Inc., a portfolio company of The Riverside Company. Teledyne Technologies Incorporated, a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems, in its $8 billion acquisition of FLIR Systems Inc., a leading industrial technology company focused on intelligent sensing solutions for defense and industrial applications.

Essentra PLC (LSE: ESNT), a global provider of specialty fiber and plastic products, in (1) its $65 million acquisition of 3C! Packaging Inc., a leading designer and manufacturer of custom folding cartons, printed literature, foil and flexible packaging and labels for the pharmaceuticals and healthcare sectors; (2) the $77 million divestiture of its Specialty Tapes business, Duraco Specialty Tapes LLC, to certain units of OpenGate Capital, a global private equity firm; and (3) the sale of its Pipe Protection Technologies business to National Oilwell Varco for approximately $48 million. Dominion Energy Inc. in its acquisition of SCANA Corp. for $13.4 billion. American Woodmark Corporation in its acquisition of RSI Home Products Inc. for approximately $1.08 billion. Stanley Furniture in the sale of substantially all of its assets to Churchill Downs LLC for approximately $16.25 million. Clondalkin, an international producer of packaging products and a portfolio company of Egeria (a European private equity fund), in the sale of Vaassen, Inc. to ProAmpac, a leading global flexible packaging company, and a portfolio company of Pritzker Group Private Capital. Badger Sportswear in its sale to CCMP. ExlService Holdings in its purchase of RPM Direct and RPM Data Solutions for approximately $74 million. Tesoro Logistics LP in its $2.5 billion acquisition of QEP Resources Inc.

Teledyne Technologies Incorporated in its $171 million merger with Bolt Technology Corporation.

KPMG LLP in the sale of its Acumen Technology Group to The Variable Annuity Life Insurance Company, a subsidiary of American International Group.

Professional Diversity Network Inc. in its acquisition of the National Association of Professional Women Inc.

Angelo Gordon in connection with its acquisition of certain securities from Taylor, Bean & Whitaker Mortgage in a 363 proceeding.

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The Jean Coutu Group (PJC) in its $2.375 billion acquisition of over 1,500 drugstores comprising Eckerd's Northern and Mid-Atlantic drugstore business from J. C. Penney Company. Gibraltar Industries in its purchase of The Expanded Metal Company and Sorst Streckmetall GmbH from Clifton House Acquisition Limited, a UK- based private equity firm, for 22 million pounds sterling. WCI Steel, an integrated producer of value-added, custom steel products with a focus on custom flat-rolled steel products, in connection with its $380 million litigated sale to OAO SeverStal. Aixtron Aktiengesellschaft in its $143 million stock-for-stock cross-border merger with Genus. Selected Financial Advisory representations include the following:

A bulge bracket investment bank as financial advisor to: Iberdrola in its $8.4 billion acquisition of Energy East;

DRAXIS in its $255 million sale to Jubilant Organosys; RehabCare in its $101 million acquisition of Symphony Health, a subsidiary of Leucadia; Centex in the $400 million sale of Centex to Balfour Beatty; KB Home in its $811 million sale of Kaufman & Broad to PAI; Cree in its $668 million acquisition of Ruud Lighting;

Eldorado in its $2.5 billion acquisition of European Goldfields; Cardinal Health in its $2.1 billion acquisition of AssuraMed; and Alaska Airlines in its $2.6 billion acquisition of Virgin American. Barclays as financial advisor to Force Protection in its $360 million litigated sale to a leading aerospace and defense company. Benchmark Capital as financial advisor to RR Media in its $242 million sale to SES S.A. Berenson as financial advisor to EnergySouth in its $510 million sale to Sempra. BMO Capital Markets Corp. as financial advisor to: Independence Realty Trust, Inc. (NYSE: IRT), a real estate investment trust that owns and operate multifamily apartment properties, in connection with its $7 billion merger with Steadfast Apartment REIT, Inc., a non-traded public real estate investment trust, to create a leading public multifamily REIT. American Zinc Recycling LLC, a leading provider of environmental services to the U.S. steel industry, in the $450 million sale of its recycling assets to Befesa S.A., a Luxembourg-based company specializing in in collection and recycle of steel dust and aluminum residues, as well as provision of other related services and logistics. Edmentum, Inc. in a strategic growth investment from The Vistria Group. Jason Industries, Inc. (Nasdaq: JASN), the parent company to a global family of manufacturing leaders, in the sale of its Metalex business within the Engineered Components segment to UPG LLC, a premier steel provider.

McGUIREWOODS LLP | 3 Jeffrey L. Rothschild

Adtalem Global Education (NYSE: ATGE), a leading workforce solutions provider, in its $1.48 billion acquisition of Walden University, a leading online healthcare education provider, from Laureate Education, Inc. (Nasdaq: LAUR), a leading provider of quality higher education services.

Dialog Semiconductor (XETRA: DLG), a UK-based semiconductor manufacturer, in its $500 million acquisition of Adesto Technologies Corp. (Nasdaq: IOTS), a leading provider of integrated circuits and embedded systems for the Industrial Internet of Things (IIOT). Cott Corp. (NYSE: COT), a water and filtration service company, in its $405 million sale of S&D Coffee, the largest coffee and tea manufacturer and supplier to restaurants and convenience stores in America, to Westrock Coffee, a roaster, producer and exporter of coffee. Hycroft Mining Corp., a U.S.-based gold and silver producer, in its merger with Mudrick Capital Acquisition Corp. (Nasdaq: MUDS), a blank check company. Special Committee of the Board of Directors of Steadfast Income REIT, Inc. in its merger with Steadfast Apartment REIT, Inc., which is also combining with Steadfast Apartment REIT III, Inc., to create a $3.3 billion REIT.

KeHE Distributors, a specialty and organic wholesale food distributor, in connection with strategic investment from TowerBrook Capital Partners L.P. Pioneer Railcorp, a railroad holding company, in its $72.4 million sale to BRX Transportation Holdings, an entity formed by Brookhaven Rail Partners and Related Infrastructure. Harsco Corporation in its $625 million acquisition of Clean Earth Inc., a leader in processing and beneficially reusing specialty waste. Reddy Ice, Inc., a publicly traded manufacturing and distribution company majority-owned by Centerbridge Partners L.P., in its sale to Stone Canyon Industries Holdings LLC, a global industrial holding company. Comstock Resources Inc., an independent energy company engaged in the acquisition, development, production and exploration of oil and natural gas properties, in its $2.4 billion acquisition of Covey Park Energy LLC. Brightcove Inc. (Nasdaq: BCOV), the leading provider of cloud services for video, in its $15 million acquisition of the online video platform business of Ooyala, a provider of cloud video technology. QEP Resources, Inc. (NYSE: QEP), a leading independent crude oil and natural gas exploration and production company, in its $1.65 billion sale of Williston Basin assets in North Dakota and Montana to Vantage Energy Acquisition Corp. (Nasdaq: VEAC), an energy-focused special purpose acquisition company. Hardinge Inc. (Nasdaq: HDNG) in its $245 million sale to an affiliate of Privet Fund Management LLC. Global Power Equipment Group in its $43.25 million sale of Braden to Innova Global Ltd. Primo Water in its $263 million acquisition of Glacier Water Services. Providence and Worcester Railroad in its $126 million sale to Genesee & Wyoming Inc.

McGUIREWOODS LLP | 4 Jeffrey L. Rothschild

Questar Assessment Inc. in its $127.5 million sale to Educational Testing Service. Paysafe in its $470 million acquisition of Merchants’ Choice Payment Solutions. Capstone/Berkeley Research Group as financial advisor to: The Standard Register Company in its $218 million acquisition of WorkflowOne; CCA Industries, Inc. in a financing; Entertainment Gaming Asia Inc. in a rights offering; ION in a debt exchange; and

in solvency engagements. Cassel-Salpeter as financial advisor to: HF2 Financial Management in its $175 million acquisition of ZAIS Group and in solvency engagements. HealthLynked Corp. (OTC: HLYK), a global healthcare network, in its acquisition of MedOfficeDirect, LLC, a virtual distributor of discounted medical supplies. CBIZ in solvency engagements. Citigroup as financial advisor to: Accu-Met Laser and New England Precision Grinding in their sales to Riverside; ProLogic in its sale to Ultra Electronics; and TMI in its sale to MiTek. Credit-Suisse as financial advisor to: On Command in its $300 million sale to Liberty Media; and

SafeNet in its $450 million acquisition of Rainbow Technologies. Deloitte Corporate Finance LLC as financial advisor in certain engagements. Duff & Phelps as financial advisor to: Rotonics in its $40 million sale to Spell Capital; McJunkin Red Man in a recapitalization; Gibraltar Packaging in its $21 million sale to Rosmar; CommScope in its $2.65 billion purchase of Andrew; ZANTAZ in its $400 million sale to Autonomy; Applied Digital in its $82 million merger with Digital Angel; Source Interlink in its $1.3 billion purchase of the Primedia Enthusiast Division; Primedia in its issuance of a $96 million dividend;

KCPC in its $1 billion purchase of Central Parking; American Industrial in its $20 million purchase of E-ONE; McGUIREWOODS LLP | 5 Jeffrey L. Rothschild

LSSi in its $70 million sale to Volt Delta; Peabody Energy in its spin-off of Patriot Coal; Trans Healthcare in its $48 million sale of assets to Omega Healthcare; Time Warner in its spin-off of its cable business; Seacor in its $410 million spin-off of Era Group; NBTY, a portfolio company of The Carlyle Group, in a leveraged dividend recap; First Data in its $29 billion sale to KKR; Granite Construction in its acquisition of Wilder Construction; Veramark in its sale to Varsity Inc.; ABC Supply and American Builders & Contractors Supply in their transaction to redeem shares, repay certain indebtedness; CiG Wireless in its $150 million sale to Vertical Bridge;

Aclara, a portfolio company of Sun Capital, in a leveraged dividend recap; and in solvency engagements Eureka Capital as financial advisor to Roofing & Insulation Supply in its acquisition of Beacon Roofing Supply. GlassRatner, a subsidiary of B. Riley, as financial advisor to Siebert, a financial services company, in its acquisition of Weeden, a leading primer brokerage services provider. Goldman Sachs as financial advisor to a leading tax firm in its aborted $1 billion sale of one of its divisions to Cerberus. Houlihan Lokey as financial advisor to: OHA Holdings Limited in its acquisition of a portion of Irving Oil, a Canada-based oil and gas company, that it did not already own. Trover Solutions in its $60 million acquisition by Thomas Weisel; Stratagene in its $246 million sale to Agilent; BioVeris in its $600 million sale to Roche; a leading consulting firm in its $2.54 billion sale to Carlyle; Platinum Equity in its $420 million acquisition of Covad; Accredited Home Lenders in its $296 million litigated sale to Lone Star; Cornerstone in its $70 million transaction with Chiesi; Hexion in its $3.75 billion merger with Momentive; Earthlink in its $370 million acquisition of One Communications; SuperGen in its $140 million transaction with Astex; STR in its $275 million sale of a division to Underwriters Laboratories;

Armstrong World Industries in its $1.05 billion recap and a $260 million stock repurchase;

McGUIREWOODS LLP | 6 Jeffrey L. Rothschild

GSI in its $82 million acquisition of NDS Surgical; NeoGenomics in its $190 million acquisition of Clarient from GE Healthcare; Freeport-McMoRan in its $1 billion sale of a 13% interest in its Morenci mine to Sumitomo Metal Mining; Yates Petroleum in its $2.5 billion sale to EOG Resources; and in solvency engagements. KPMG Corporate Finance as financial advisor to: Hurray! in a transaction with Shanda Interactive; Wonder Auto Technology in its acquisition of Jinheng (BVI) from Jinheng Automotive; Ku6 in a transaction with pipi.com; and Luna Innovations in Luna’s sale of its medical shape sensing business to Intuitive Surgical. Kroll as financial advisor having rendered a solvency opinion to a telecom company in its exchange of $115 million of preferred stock for loans and a $75 million dividend. Lincoln International as financial advisor to: Pioneer Power Solutions, Inc., an industry leader in the design and manufacture of electrical equipment, in connection with its sale of liquid filled and dry type transformer business to Mill Point Capital, a middle- market private equity firm. CFC in its $94 million sale to Audax; WL Plastics in its recap by Sequel Holdings and Crow Kaminski Capital; WILink in its $50 million sale to Waterfall Acquisition; Siegel-Robert in the sale of its automotive Division to Guardian Industries; American Asphalt & Grading in the sale of its Mining Services division to ClearLight; Haas TCM in its sale to The Jordan Company; John Hardy in the sale of its jewelry business in a management-led buyout; Cummins in its $125 million sale of its exhaust business to Global Tube; Force Protection in its $360 million litigated sale to General Dynamics; Arsenal Capital in its acquisition of Evonik’s global colorants business; and General Donlee in its $110 million sale to Triumph Group. Loop Capital in solvency engagements. Morgan Joseph as financial advisor to: Eagle Supply in its sale to Gulfside Supply;

American Property Investors in its $652 million acquisition of equity interests in 3 oil & gas companies and The Sands Hotel and Casino; McGUIREWOODS LLP | 7 Jeffrey L. Rothschild

American Rice in its sale to SOS Cuetara USA; Glenayre Electronics in its acquisition of the CD and DVD business of Entertainment Distribution Company; Noble International in its $300 million acquisition of certain assets from ArcelorMittal; Peerless Systems in the $37 million sale of substantially all of its intellectual property to Kyocera Mita; Radiation Therapy Services in its $1.1 billion litigated sale to Vestar; Bio-Imaging Research in its $21 million sale to Varian Medical Systems; Michael Baker in its $39 million sale of Baker Energy to John Wood; Michael Baker in its $59 million acquisition of The LPA Group; Michael Baker in its $50 million acquisition of RBF Consulting; and Weidlinger Associates in its merger with Thornton Tomasetti. Morgan Stanley as financial advisor to: Steel Dynamics in its $281 million acquisition of Roanoke Electric Steel; CF Industries in its $4.7 billion litigated acquisition of Terra Industries; CF Industries in connection with Agrium’s $4.6 billion bid for CF Industries; and Pepco Holdings in its $6.8 billion sale to Exelon Corporation. Navigant Capital Advisors as financial advisor to Radica Games Limited in its $232 million sale to Mattel. Oberon Securities as financial advisor in certain engagements. Olsen Palmer as the financial advisor to: Clayton, HC in its $284 million sale of Clayton Bank & Trust and American City Bank to FirstBank, a wholly-owned subsidiary of FB Financial Corporation. F&M Bank in its $85 million sale to F&M Bancorp. Oppenheimer & Co. as financial advisor to: Acasti Pharma Inc. (Nasdaq: ACST, TSX-V: ACST), a biopharmaceutical company, in its $64 million acquisition of Grace Therapeutics, Inc., an emerging biopharmaceutical company focused on developing innovative drug delivery technologies for the treatment of rare and orphan diseases. Anchiano Therapeutics Ltd. (Nasdaq: ANCN), a preclinical biopharmaceutical company, in its $150 million merger with Chemomab Ltd., a clinical-stage biotech company. GRAF Industrial Corp. (NYSE: GRAF), a special purpose acquisition company, in its $1.8 billion merger with Velodyne Lidar, Inc., a global leader in lidar technology, and its $150 million PIPE transaction in connection with the merger. American Electric Technologies, Inc. (Nasdaq: AETI), a leading provider of power delivery solutions, in its merger with Stabilis Energy, a leader in small-scale production and distribution of liquefied natural gas (LNG), to McGUIREWOODS LLP | 8 Jeffrey L. Rothschild

create one of the leading public small-scale LNG production and distribution companies in North America. VirtualScopics in its $16 million sale to BioTelemetry. Peter J. Solomon & Company as financial advisor to Panavision in connection with: an opinion regarding the fairness of the financial terms of a senior subordinated term loan agreement involving MacAndrews & Forbes, its parent; an opinion regarding the fairness of the financial terms of an amended line of credit from MacAndrews & Forbes; and a $300 million take private by MacAndrews & Forbes. Raymond James as financial advisor to: SouthState Corp. (Nasdaq: SSB), a Florida-based financial services company, in its $542 million merger with Atlantic Capital Bancshares, Inc. (Nasdaq: ACBI), a bank holding company headquartered in Georgia. Blue Ridge Bankshares, Inc. (NYSE: BRBS), the parent holding company of Blue Ridge Bank, National Association, in its $283.5 million merger with FVCBankcorp, Inc. (Nasdaq: FVCB), the holding company for FVCbank, a Virginia-chartered community bank. BioTelemetry, Inc. (Nasdaq: BEAT), a leading remote medical technology company, in its $2.8 billion sale to Royal Philips (NYSE: PHG), a global leader in health technology. Blue Ridge Bankshares (NYSE: BRBS) in its all-stock merger with Bay Banks of Virginia (OTC: BAYK) to create a leading Virginia-based community bank. Dime Community Bancshares, Inc. (Nasdaq: DCOM), the parent company of Dime Community Bank, in its $850 million merger with Bridge Bancorp, Inc. (Nasdaq: BDGE), the parent company of BNB Bank. Leeds Equity Partners, a private equity firm, in its sale of Campus Management Acquisition Corp., a global provider of cloud-based student information systems, and Edcentric Holdings, a leading SaaS platform for institutional effectiveness, to Veritas Capital, a leading private investment firm. Capstone Logistics, LLC, a third-party logistics company, in its acquisition of the stock of Priority Express Courier, Inc., a Pennsylvania- based logistics company, from an investor group led by JZ Partners and The Edgewater Funds. Liberty Tax, Inc., the indirect parent company of Liberty Tax Service and Buddy’s Home Furnishings, in its $208 million acquisition of The Vitamin Shoppe (NYSE: VSI), an omni-channel, specialty retailer of nutritional products. Sun Communities, Inc., a real estate investment trust, in its $343.6 million acquisition of Jensen’s, Inc., a 31-community manufactured housing portfolio. Pebblebrook Hotel Trust (NYSE: PEB), a real estate investment trust, in its $5.2 billion acquisition of LaSalle Hotel Properties (NYSE: LHO), a real estate investment trust, to create one of the largest owners of independent lodging properties in the U.S. ConnectWise in its approximate $1.5 billion sale to Thoma Bravo, LLC. McGUIREWOODS LLP | 9 Jeffrey L. Rothschild

CenterState Bank Corp. (Nasdaq: CSFL), one of the largest community bank franchises headquartered in Florida, in its $850.4 million acquisition of National Commerce Corp. (Nasdaq: NCOM), an Alabama- based financial holding company. Merit Medical Systems, Inc. in its $200 million acquisition of Cianna Medical, Inc. Seacoast Banking Corp. (Nasdaq: SBCF) in its $133 million acquisition of First Green Bancorp, Inc. McEwen Mining, a gold and silver mining company, in its acquisition of Lexam VG Gold. March Networks in its $90 million sale to Infinova; iParty in its $35 million litigated sale to Party City; EMCORE Corporation in its $150 million sale of its Space Photovoltaics business to Veritas Capital; Coeur Mining in its $150 million acquisition of Paramount Gold and Silver; and Frisch's Restaurants, Inc. in its $175 million sale to an affiliate of NRD Partners. Robert W. Baird as financial advisor to: ManpowerGroup (NYSE: MAN), the leading global workforce solutions company, in its $925 million acquisition of ettain group, one of the largest privately held IT resourcing and services provides in North America, from A&M Capital Partners, a private equity firm. Parsons Corp. (NYSE: PSN), a leading disruptive technology provider in the global defense, intelligence, and critical infrastructure markets, in its $203 million acquisition of BlackHorse Solutions, Inc., a digital security firm. McKean Defense, an employee-owned life cycle management, engineering, enterprise transformation and total ship integration business, and its affiliates, Mikros Systems and Cabrillo Technologies, in their sale to Noblis, Inc., a leading provider of science, technology and strategy services to the federal government. Sportsman’s Warehouse Holdings Inc. (Nasdaq: SPWH) in its $810 million sale to Great American Outdoors Group. AMETEK, Inc. (NYSE: AME), a leading global manufacturer of global instruments and electromechanical devices, in the $250 million sale of its Reading Alloys business to Kymera International, a leading specialty materials company. Leidos Holdings, Inc. (NYSE: LDOS), a Fortune 500 science and technology leader, in its $1.65 billion acquisition of Dynetics, Inc., an industry-leading applied research and national security solutions company. Ecology and Environment Inc. (Nasdaq: EEI) in its $66 million sale to WSP Global Inc. Gardner Denver Holdings, Inc. in its $15 billion reverse Morris Trust transaction with Ingersoll Rand Industrial. Span-America Medical Systems, a mattress manufacturer, in its $80 million sale via cash tender offer to Savaria Corp., a publicly traded, Canada-based leading manufacturer in the accessibility industry. McGUIREWOODS LLP | 10 Jeffrey L. Rothschild

a leading manufacturer of electric motors in its $400 million acquisition of certain operations of a major U.S. multi-national conglomerate corporation; Merisel in its aborted sale to a private equity firm; COMSYS IT in its $431 million sale to Manpower; Ladish in its $778 million sale to Allegheny Technologies; RC2 in its $640 million sale to Tomy; Harsco in the $525 million sale of its infrastructure division to Clayton Dubilier & Rice; and Material Sciences in its $230 million sale to an affiliate of Insight Equity. Rothschild as financial advisor to: OM Group in the $408 million sale of its Nickel business to Norilsk Nickel; Israel Chemical in its $352 million acquisition of Supresta from Ripplewood;

CF in its $4.7 billion litigated acquisition of Terra; CF in connection with Agrium’s $4.6 billion bid for CF; Clarus in its $135 million acquisition of Black Diamond & Gregory Mountain; PerkinElmer in its $600 million acquisition of Caliper Life Sciences; Air Products in its $884 million acquisition of a 67% stake in Indura;

Elster in its $2.3 billion sale via cash tender offer to Melrose; a large chemical company in its $62 acquisition via tender offer of Verenium; CF Industries in its $1.4 billion sale of its phosphates business to The Mosaic Company; and Sorin in its $2.7 billion strategic transaction with Cyberonics. Stifel as financial advisor to: WillScot Corp. (Nasdaq: WSC), a leader in specialty rental services and portable storage solutions, in its $1.7 billion merger with Mobile Mini, Inc. (Nasdaq: MINI), a leading provider of portable storage solutions, to create a $6.6 billion enterprise. Targacept in its $100 million strategic transaction with Catalyst Biosciences. Stericycle, Inc. (Nasdaq: SRCL), a U.S.-based leading provider of compliance-based solutions, in the $462.5 million sale of its Domestic Environmental Solutions business to Harsco Corporation (NYSE: HSC), a global provider of environmental solutions for industrials waste streams and innovative technologies. Stout Risius Ross as financial advisor to Leidos Holdings, Inc. in its $4.6 billion merger with the Information Systems & Global Solutions business of Lockheed Martin Corp. William Blair as financial advisor to: PracticeWorks in its $493 million sale to Kodak; McGUIREWOODS LLP | 11 Jeffrey L. Rothschild

PracticeWorks in its $493 million sale to Kodak; a consumer information and measurement company in its $100 million sale to Symphony; VitalWorks in its $100 million sale to Cerner; a music company in its $98 million acquisition of Music & Arts Center; Merge in its $348 million acquisition of Cedara; The Trizetto Group in its $146 million acquisition of Quality Care Solutions; Netsmart in its acquisition of CMHC Systems; LESCO in its $231 million sale to Deere; Coleman Cable in its $161 million acquisition of Copperfield; First Consulting in its $365 million sale to Computer Sciences; the audit committee of Allscripts-Misys Healthcare Solutions in its $1.3 billion merger with Eclipsys and its transaction with Misys; Treehouse Foods in its $180 million acquisition of ST Specialty; ExamWorks in its $210 million acquisition of MES Group; NovaMed in its $215 million sale to HIG; China GrenTech in its $250 million litigated take private; EasyLink in its $310 million sale to Open Text; China TransInfo Technology in its $150 million litigated take private;

Winner Medical in its $100 million litigated take private; and Met-Pro in its $210 million litigated sale to CECO Environmental.

INTERNATIONAL Asia Europe

EDUCATION Georgetown University, MBA Georgetown University Law Center, JD Georgetown University, BA, cum laude

ADMISSIONS New York

AFFILIATIONS Director, Jewish Home LifeCare, 2004-present

RECOGNITION Selected for inclusion in America's Leading Lawyers for Business, Corporate/M&A, New York, Chambers USA, 2016-2021 AV Preeminent Rated, Martindale-Hubbell McGUIREWOODS LLP | 12 Jeffrey L. Rothschild

EVENTS Speaker, SEC Compliance and Disclosure Update, October 23, 2018 Speaker, "Duties of Independent Committees of the Board of Directors," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, October 24, 2017 Speaker, "Recent Delaware Cases on the Importance of Board Oversight of the M&A Process," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, January 2016 Speaker, "Dole – Personal Liability for Corporate Officers in a Going Private Transaction," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, October 2015 Speaker, "'Knowing Participation' in Recent Delaware Cases ," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, January 2015 Panelist, Delaware Corporate Law Update with Former Chief Justice Myron Steele, McGuireWoods Complimentary Presentation, January 2015 Speaker, "In re: Rural/Metro Corporation Shareholders Litigation," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, October 2014 Co-Presenter, "Valuation Application and Methodologies," Pocket MBA Fall 2014: Finance for Lawyers, Practicing Law Institute, October 2014 Presenter, "Valuation Application and Methodologies," Pocket MBA Fall 2013: Finance for Lawyers, Practicing Law Institute, October 2013 Co-Presenter, "Valuation Application and Methodologies," Pocket MBA Fall 2012: Finance for Lawyers, Practicing Law Institute, October 2012

INSIGHTS Author, Delaware Supreme Court Upholds Enforceability of Appraisal Rights Waiver, McGuireWoods Legal Insights, September 21, 2021 Author, Delaware Court of Chancery Invalidates The Williams Companies’ Poison Pill, McGuireWoods Legal Insights, March 11, 2021 Author, Director Fiduciary Duties After In re Nine West LBO Securities Litigation, McGuireWoods Legal Insights, March 10, 2021 Co-author, "Key Valuation Considerations for Fairness Opinions," Business Valuation Update, November 2017 Author, Financial Adviser Update Regarding Disclosure of Fees, McGuireWoods Legal Insights, March 27, 2017 Author, Rural/Metro: Delaware Supreme Court Affirms $76 Million Award Against Financial Advisor, McGuireWoods Legal Insights, December 21, 2015 Author, The Importance of Oversight, McGuireWoods Legal Insights, December 9, 2015 Author, Fraud Means a “Fairer” Price, McGuireWoods Legal Insights, September 16, 2015 Author, Delaware Bars Fee-Shifting Bylaws Provisions but Allows Delaware Forum Selection Clauses in Intracorporate Litigation, McGuireWoods Legal Insights, June 26, 2015 Author, From Bad to Worse – Rural/Metro Financial Advisor Hit With $75.8 Million in Damages , McGuireWoods Legal Insights, October 17, 2014 Author, "From Bad to Worse – Rural/Metro Financial Advisor Hit With $75.8 Million in Damages," October 17, 2014 Author, "Who’s in Charge – Is the Board Responsible to Monitor Its Financial Advisor or Vice Versa?," March 21, 2014 Author, "Financial Advisory Update," December 11, 2013 Author, "Financial Advisor Conflicts Update," March 2, 2012 Author, "“Sunshine is the Best Disinfectant”: A Financial Advisory Update," April 14, 2011 Co-author, "The Danger of Fiduciary Status For Valuation Forms," Law360, March 18, 2011 Co-author, "Tousa: Implications For Solvency Opinion Providers," Law360, December 7, 2009 McGUIREWOODS LLP | 13 Jeffrey L. Rothschild

Co-author, "By The Numbers," The Deal, March 31, 2009 Co-author, "Survey on Material Adverse Change Clauses," Legal & Tax Newsletter, 2009

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