KEITH SMITH 2929 Blackwood Road • Decatur, Georgia 30033 • (678) 602-5468 KSmithEsquire@hotmail.com • www.linkedin.com/in/keithsmith9

EXPERIENCED TRANSACTION ATTORNEY Strategic and highly di l igent senior legal profess ional in f inancial services and technology industr ies with more than 20

years o f experience , real izing outstanding corporate governance , execut ive counsel , and team engagement. Applies legal insight to diverse corporate transactions

in industries to include financial services and technology with background as General Counsel.

Oversees legal aspects of secured lending, equipment leasing, trade finance, cross-border transactions, supply chain finance, treasury services, and banking.

Demonstrates expertise in business development, operations direction, policy and procedure creation, portfolio management, and program/project guidance.

Aligns department goals with organizational missions; recruits, trains, and focuses teams to exceed corporate expectations; and prioritizes and executes extensive agendas in demanding settings.

Engages w i th c ros s - func t iona l t eams and externa l en t i t i e s fo r a ch i evement o f co rpora te goa l s ; suppor t s execu t iv e

de c i s ion making ; and ach i eve s l e ga l so lu t ions pr ior to the i r deve lopment as i s sues .

Corporate Leadership • Strategic Planning • Commercial Finance & Financial Services Law • Corporate Law State & Federal Law • Mediation & Litigation • Business & Client Partnering • Advisory & Consultation Confidentiality • Due Diligence • Case Management • Project Ownership • Analysis • Risk Management

Budget Control • Asset Protection • Policy Enforcement • Documentation • Compliance • Staff Development Goal Setting • Communication • Presentations • Negotiations • Decision Making • Problem Solving

PROFESSIONAL EXPERIENCE FIRST CAPITAL, Atlanta, Georgia • 2007 – 2015 Leading provider of asset-based lending, invoice factoring, and other financial services to businesses. Senior Vice Pres iden t & Lega l Counse l Provided legal advice and support for all phases of transactions to include management of 2 Paralegals and collaboration with Insurance Consultants and Field Examiners. Oversaw portfolio maintenance, legal and structuring issues related to credit approval, preparation of transaction documents, term sheets, internal funding approval memoranda, default and reservation of rights letters, and confidentiality, subordination, intercreditor, deposit account control, pledge, participation, forbearance, and pay-off agreements. Negotiated and documented asset-based loans, as well as accounts receivable factoring, invoice purchasing, trade draft discounting, and lending/trade finance agreements. Prepared referral agreements for independent agents, and performed background reviews, pre-closing, post-closing, and periodic lien reviews, and post-closing file reviews. Managed transactions closed by outside counsel. Revised company’s invoice purchasing agreements to improve marketability and comprehension among customers. Negotiated and documented $25M asset-based loan to wholesaler of furniture, as well as $15M asset-based loan to

supplier of products to hydraulic fracking industry. Negotiated and documented trade draft discounting transaction with parties in Hong Kong, China, Taiwan, and

Malaysia valued at $30M. Negotiated and documented true-sale factoring agreement for U.S. subsidiary of European multinational company

valued at $13M.

KEITH SMITH • (678) 602-5468 • KSmithEsquire@hotmail.com • Page 2

UPS CAPITAL, Atlanta, Georgia • 2003 – 2007 Finance company of United Parcel Service, Inc. Senior Attorney Issued legal advice and delivered support to divisions of company including Commercial Lending, Equipment Leasing, Trade Finance, Capital Markets, International Lending, Business Development, Work-outs and Bankruptcy while supervising Paralegal and Administrative Assistant. Negotiated and documented strategic alliance, referral, independent contractor, assignment, remarketing, and nondisclosure agreements. Managed domestic and foreign litigation. Drafted new Legal Department policies and procedures to improve operational consistency and enhance Sarbanes-

Oxley compliance. Headed training seminar on lending and leasing law for Underwriters and Portfolio Managers. Performed role of Lead Attorney for new business initiative combining financial services and supply chain solutions. Significantly reduced outside legal expenses through negotiation of alternative billing arrangements for litigation

portfolio. Earned President’s Award in 2006 for outstanding performance. SOLARCOM HOLDINGS, Norcross, Georgia • 1998 – 2003 Provider of computer equipment leasing, sales, and professional services. Genera l Counse l & Secr e tary Performed role of Chief Legal Officer, Legal Department Manager, and Corporate Secretary for company and 3 subsidiaries. Recruited and trained Attorney, Paralegal, and Administrative Assistant. Provided legal advice and support to all areas of company, including senior management, operations, human resources, marketing, sales, finance, collections, property management, and international departments. Negotiated and documented computer equipment leases, as well as sales, software license, reseller, strategic alliance, professional services, project finance, and hosting/business recovery agreements. Guided all litigation to include oversight of outside counsel. Oversaw legal aspects of launching new subsidiary, 2 new lines of business, and foreign branch. Directed 2 significant intellectual property lawsuits, one as plaintiff and the other as defendant. Resolved significant contract dispute lawsuit resulting in out-of-court settlement. WACHOVIA BANK, Atlanta, Georgia • 1989 – 1998 Leading provider of financial products and services. Vice Pres ident , Lega l Applied legal expertise to advice and support of departments of bank including Commercial Lending, Corporate Lending, Real Estate Lending, Government Lending, Treasury Services, Operations, and Security. Negotiated and documented business transactions, including loan, security, real estate, and cash management agreements, as well as promissory notes. Advised various departments on compliance with laws and court orders with emphasis on Operations and Security. Managed significant lawsuit involving dispute between 2 creditors, resulting in favorable judgment. Drafted legislation for significant revision of Georgia’s garnishment law, resulting in passage by General Assembly and

signing by Governor in 1997. Participated in draft of Georgia’s first financial identity-theft legislation, resulting in passage by General Assembly and

signing by Governor in 1998. Earlier positions include Attorney -Advisor with U.S. Department of Labor.

Continued…

KEITH SMITH • (678) 602-5468 • KSmithEsquire@hotmail.com • Page 3

EDUCATION

Doctor of Law

Emory University, Atlanta, Georgia

Bachelor of Arts, English & Accounting, Cum Laude Southern Wesleyan University, Central, South Carolina

LICENSURE

Licensed to practice law in Georgia, South Carolina, and the District of Columbia.

PROFESSIONAL MEMBERSHIP

Association of Corporate Counsel

COMMUNITY INVOLVEMENT

Engage in Southern Wesleyan University as member of Board of Trustees, as well as Finance & Investment Committee. Chaired task force that rewrote university’s investment policy and hired new Investment Advisor.