1. Joel N. Crouch, J.D. and Brian J. Spiegel, J.D. Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. 901 Main St., Suite 3700 Dallas, Texas 75202 214-744-3700 www.meadowscollier.com jcrouch@meadowscollier.com bspiegel@meadowscollier.com Joel N. Crouch, J.D. and Brian J. Spiegel, J.D. Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. 901 Main St., Suite 3700 Dallas, Texas 75202 214-744-3700 www.meadowscollier.com jcrouch@meadowscollier.com bspiegel@meadowscollier.com December 4, 2014 Houston, Texas December 8, 2014 San Antonio, Texas December 11, 2014 Arlington, Texas

2. Mr. Crouch is a partner with Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P., specializing in civil and criminal tax controversies. He represents a broad range of clients, including individual taxpayers, closely-held business enterprises, estates, corporations and tax advisors in all stages of federal civil and criminal tax proceedings. In over 25 years of practice, he has helped his clients resolve hundreds of civil and criminal tax matters, many of which involved sophisticated and complex legal and tax issues, both domestic and international. Mr. Crouch has extensive experience in resolving tax matters at all stages of a tax dispute including IRS examinations, administrative appeals, and if necessary, litigation in the U.S. Tax Court, the U.S. Court of Federal Claims and U.S. District Courts. Mr. Crouch has tried civil cases in the U.S. District Court, the U.S. Court of Claims and U.S. Tax Court. He has also successfully argued cases at the U.S. Court of Appeals for the Fifth Circuit. Mr. Crouch has also tried criminal cases in the U.S. District Court. In partnership litigation, he has been involved in challenging IRS positions on the enforceability of several federal regulations, the applicable statute of limitations and application of penalties. As a board certified tax lawyer by the Texas Board of Legal Specialization, Mr. Crouch has intimate knowledge of the tax laws, regulations, accounting standards and developments within the IRS and other federal government agencies. His specialized knowledge and experience allows him to effectively advocate on behalf of his clients in litigation against the federal government. He has represented accountants and attorneys in civil promoter examinations and criminal investigations arising from their involvement in structured transactions. He has successfully navigated these investigations so that his clients’ exposure to penalties and criminal prosecution has been eliminated or significantly reduced. Mr. Crouch has been recognized as one of the best in his field by Texas Monthly and Law and Politics magazines by being named a Texas Super Lawyer from 2003 through 2013. He has also been named one of the Best Lawyers in Dallas by D magazine for 2012-2014. He is a frequent speaker on both substantive and procedural tax issues for both legal and accounting professionals. Topics include tax shelter defense, IRS examinations, appeals, litigation and collection strategies, IRS criminal investigations, IRS offshore activities, IRS focus on tax professionals, independent contractor versus employee, IRS penalties, and litigating partnership tax cases. Mr. Crouch has published various articles re: the IRS & tax procedures. phone (214) 744-3700 toll-free (800) 451-0093 fax (214) 747-3732 jcrouch@meadowscollier.com 2

3. Mr. Spiegel practices in the areas of Income Tax Litigation, White Collar and Government Regulatory Litigation, Estate and Gift Tax Litigation and State Tax Planning and Litigation. He represents individuals, estates, partnerships, closely-held businesses, and large corporations in all stages of a tax dispute, including IRS examinations, administrative appeals, and litigation in U.S. Tax Court, Federal District Court, and the Court of Federal Claims. His practice also concentrates on resolving white collar criminal investigations and representing taxpayers in disputes with the Texas Comptroller of Public Accounts and other state tax agencies. Mr. Spiegel was admitted to practice in Texas in 2009. phone (214) 744-3700 toll-free (800) 451-0093 fax (214) 747-3732 bspiegel@meadowscollier.com Meadows, Collier, Reed, Cousins, Crouch & Ungerman, LLP

4. Shea Homes, Inc. & Subsidiaries, et al. v. Commissioner, 142 T.C. No. 3 (02/12/14) (p. 2) Howard Hughes Co., LLC v. Commissioner, 142 T.C. No. 20 (06/02/14) (p. 15) 4

5. Bobrow v. Commissioner, T.C. Memo 2014-21 (01/28/14) (p. 3) 5

6. United States v. Zwerner, No. 13-22082-Civ (S.D. Fla. 2014) (p. 4) 6

7. Jewell v. United States, 749 F. 3d 1295 (10 th Cir. 04/28/14) (p. 5) 7

8. United States v. Barrett, N.G., 113 A.F.T.R.2d 2014-749 (D. Colo. 01/23/14) (p. 7) 8

9. BASR Partnership v. U.S., 113 Fed. Cl. 181 (09/30/13) (p. 8) 9

10. » Loving v. IRS, 742 F.3d 1013 (D.C. Cir. 2014) (p. 9) » Ridgely v. Lew, et al., No. 1:12-CV-00565, (District Court – District of Columbia – July 16, 2014) (p. 9) » AICPA v. IRS, D.D.C. 1:14-cv-01190 (10/27/14). » Sexton v. Hawkins, No. 2:13-cv-00893 (D. Nev. 0/30/14) (p. 58). 10

11. Hill v. United States, No. 12-390T (Ct. Fed. Cl. 09/20/14) (p. 9) 11

12. In Re: Vaughn, 2014 U.S. App. LEXIS 16417 (10 th Cir. 2014) (p. 9) 12

13. Fresenius Medical v. United States, 2014 U.S. App. LEXIS 15536 (08/13/14) p. 10 13

14. U.S. v. Clarke No. 13-301 (U.S. Supreme Court 06/19/14) (p. 11) 14

15. » Rent-A-Center v. Commissioner, 142 T.C. No. 1 (01/14/14) (p. 19). » Securities Holdings v. Commissioner, T.C. Memo 2014-225 (10/29/14) (D. Nev. 0/30/14) (p. 57). 15

16. Bross Trucking, Inc. v. Commissioner, T.C. Memo 2014-107 (06/05/14) (p. 37) 16

17. Estate of Elkins v. Commissioner, No. 13-60472 (5 th Cir. 09/15/14) (p. 38) 17

18. Conservation Easement Cases (pp. 46-48) 18

19. Thouron v. U.S., 752 F. 3d 311 (3 rd Cir. 05/13/14) (p. 51) 19

20. Wang v. Commissioner, T.C. Memo 2014-26 (10/06/14) (p. 57) 20

21. Questions? 21