WALT METZ LEGAL PROJECTS

PORTFOLIO

WALTER R. METZ, JR., Esq.

7325 Laurel Oak Drive

Suwanee, Georgia 30024

(770) 888-3720

waltmetz@live.com

http://www.linkedin.com/in/waltmetz

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Walt Metz Background

Walt Metz is an accomplished, executive level in-house

counsel, with functional expertise in legal affairs management, transportation law, real estate, commercial and tort litigation, transportation agreements, customer agreements, general contracts, financing transactions, M & A, risk management and corporate secretary duties. Walt's experience applies across a wide range of industries, including transportation, trucking, real estate, warehousing, and retail. This includes service with three public companies and a five year tenure (2005-2010) as the Vice President, General Counsel & Secretary for Americold Realty Trust/AmeriCold Logistics, North America’s largest provider of temperature controlled warehousing, food distribution and transportation logistics services, with extensive real estate holdings and REIT status. Specific accomplishments at Americold and other

permanent and transition positions include:

►Supervised the contractual, closing and implementation functions for $190M multiple warehouse facilities acquisition; ►Coordinated the drafting, due diligence and implementation process for $1B refinancing involving several mortgage pools;

►Coordinated the internal due diligence process for stock acquisition of company; ►Provided internal legal assistance for an ATM stock offering; ►Served as member of the Steering Committee for a joint defense group defending a major e-commerce patent infringement suit; and ►Analyzed the need to change a trucking company’s internal liability claims handling processes and the case evaluation and reporting criteria used by outside counsel in liability cases and implemented the needed changes;

The first four listed items above were publicly disclosed and are the subject of this legal projects portfolio.

Walt is available for a new in-house legal opportunity. Walt’s complete professional profile can be accessed at: http://www.linkedin.com/in/waltmetz

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SECTION I PROJECTS COMPLETED DURING WALT METZ’S TENURE AS GENERAL COUNSEL FOR AMERICOLD REALTY TRUST/ AMERICOLD LOGISTICS, LLC 2005-2010

“Walt is a conscientious and dedicated attorney. It has

been a pleasure to work with Walt throughout his tenure at AmeriCold.” March 17, 2010

Jonathan Eady, Partner, Arnall Golden Gregory LLP ---Was with outside law firm when working with Walt at AmeriCold Logistics

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AUGUST 2006 PURCHASE OF CONAGRA’S TEMPERATURE CONTROLLED WAREHOUSES

“I have worked opposite Walt on very large, complex business transactions and am impressed with his diligence, integrity, courtesy and win-win approach to getting the deal done. He has a can-do, problem-solver attitude and the skill to back it up.” October 27, 2010

Lee Hamann, Attorney, McGrath North Mullin & Kratz, PC LLO Was with a law firm when working with Walt at Americold Realty Trust and AmeriCold Logistics, LLC 4

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DECEMBER 2006 $1 BILLION MORTGAGE BACKED FINANCING

“I came to Americold as CEO after The Yucaipa Companies acquired a minority interest, but had operating control. Previously, I was a Partner at Yucaipa. At the time, Americold outsourced all legal work, and it was decided that we required dedicated staff counsel. Walt was selected for that position from amongst several candidates. In this position, Walt reported to me and developed a comprehensive in-house legal operation. He worked with diligence on many projects. Primarily, his legal efforts centered on the full portfolio of business issues: contracts, environmental, employment. Americold employed 7,000 in 98 locations nationwide and generated revenues in excess of $700 million. Walt represented the firm well in all manner of work. Walt also worked with the owner group (Vornado, Crescent and Yuciapa) on projects brought forth by the sponsors. Of note, was a major bank refinancing completed in 2007. His experience at Americold both utilized and enhanced his professional experience.” August 28, 2010

Tony Schnug, CEO, Americold --Was Walt’s boss during most of his tenure at Americold Realty Trust and AmeriCold Logistics, LLC

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2008 STOCK PURCHASE OF AMERICOLD REALTY TRUST BY THE YUCAIPA COMPANIES

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SECTION II PROJECT COMPLETED DURING WALT METZ’S TENURE AS VP/ASSISTANT GENERAL COUNSEL FOR OLD DOMINION FREIGHT LINE IN 2011

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AT THE MARKET STOCK OFFERING “I had the opportunity to work with Walt on an equity transaction with a very short

timeline. Although Walt had only been with Old Dominion for about a week, he

immediately became involved with the internal and external transaction team and

helped get the transaction completed in a timely manner. His careful attention to

detail and thoughtful approach was certainly appreciated.” June 24, 2011

Ross Parr, Was Member, Womble Carlyle Sandridge & Rice, PLLC

was outside counsel to Walt at Old Dominion Freight Line, Inc.

“I worked opposite Walt Metz on a public offering by his client, where

Scudder Law Firm was counsel for the underwriter and Walt was the lead

in-house attorney for the issuer. Walt was tireless in his efforts to

negotiate the best possible terms for his client. He was diligent,

resourceful, and tenacious when making, supporting, and defending his

client's point of view. He has a strong work ethic and was always ready to

work as hard as anyone else on the team. Moreover, his broad and deep

knowledge of the transportation industry, combined with his ability to

separate the important from the unimportant, streamlined numerous

issues, which was critical in a fast-moving process. He also maintained a

rigorous sense of value, insisting on a process and result that respected

both quality and cost. Walt's skill set would be valuable for a broad range

of companies in the transportation and logistics supply chain.”

Mark Scudder, Partner, Scudder Law Firm

Scudder Law Firm was counsel for the underwriter and Walt was the lead

in-house attorney for the issuer

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SECTION III MOST RECENT PROJECTS

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Gordon Trucking, Inc.

“For a lawyer, Walt's actually a pretty reasonable guy. Walt and I worked together on our biggest financing project to date. He held his ground vs. an opposing counsel who was very insistent. His counsel was wise, and his attention to detail assured that we got all the issues addressed.”

---Bob Goldberg, Executive Vice President and CFO, Gordon Trucking, Inc.

“I worked with Walt on the opposite side of several transactions as he represented a mutual transportation client. I found Walt to be extremely detailed oriented and represented his client as GC with the highest level of integrity. Walt took the time to fully understand the nature of the transactions, listened carefully to the concerns and needs of the lender, and made appropriate adjustments and recommendations as needed. I would recommend Walt highly.”

---Christopher Algeo, Vice President and Senior Relationship Manager, Key Bank.

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WOW Logistics

“I recently had an opportunity to work with Walt on a couple of projects. I was extremely impressed with his aptitude, knowledge of warehouse law, and attention to detail. My company was in the process of hiring a new general counsel and I was up against a deadline. He went out of his way to provide feedback and guidance, so I could bring the matter to a speedy and successful closure. I would highly recommend Walt to anyone that needed an attorney for matters concerning third party warehousing or transportation.” October 1, 2012

---Jamie Wally, CLP, V.P. of Sales and Marketing, WOW Logistics.

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SECTION IV OTHER ACCOMPLISHMENTS AND DAY TO DAY FUNCTIONAL SKILLS

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OTHER ACCOMPLISHMENTS

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■ Started New Company Legal Department

■ Implemented Post Acquisition Transition Plan

■ Completed Structural & Procedural Changes for

Refinancing

■ Assisted in Obtained Revolving Credit Facilities

■ Created New Contract Process

■ Implemented Contract Storage & Retrieval System

■ Reviewed/Drafted All Major Company Contracts

■ Supervised All Major Company Litigation and Claims

■ Revised Company Claims Handling Process

■ Revised Structure for Outside Counsel Reporting

■ Resolved Two Major Customer Contract Disputes

■ Obtained Early Dismissals of Two Major Class Action

Suits

■ Provided Litigation Advice for $1 Million Claim

Recovery

■ Supervised Major Patent Infringement Litigation

■ Recognized Author on Current Law Topics

■ Past Leader of Top National Lawyer’s Committee

Day to Day Functional Skills

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■ Corporate Secretary ■ Contract Reviews

■ General Practice ■ Customer Agreements

■ Employment Law ■ Trans. Agreements

■ Transportation Law ■ Risk Management

■ Warehousing Law ■ Dispute Resolution

■ Commercial Leases ■ Commercial Litigation

■ Commercial Loans ■ Trans. Litigation

■ M&A ■ Tort Litigation

■ Real Estate Transactions ■ Patent Lit. Mangmnt.