"Our Estates & Trusts services include: Drafting of wills and trusts, Administration of estates and trusts, General estate planning, Tax planning, Business succession planning, Retirement planning, Charitable giving, Medicaid planning, and Elder care planning" ESTATES & TRUSTS LAW Advice. For A Lifetime. Keeping your business safe for the future. Preserving your legacy through succession. Protecting your family for generations. Estate & Trusts planning creates enduring legacies that last lifetimes. Whether through drafting wills, succession planning or estate settlements, Underberg & Kessler has been providing a full range of estate and trust services since we were founded more than 80 years ago. We will assist you with a sensitivity and thoroughness that ensures that your estate planning goals and objectives are achieved. Our Estates & Trusts Group has experience in private practice, in Corporate Trust Departments and the Estate and Gift Tax Bureau of the Internal Revenue Service. We represent corporate trust departments, individuals, families, businesses and charitable organizations. We assist in the administration and settlement of estates, trusts and guardianships. And we advise clients on charitable giving, Medicaid planning, business continuation and life insurance. Our Estates & Trusts services include: - Drafting of wills and trusts - Administration of estates and trusts - General estate planning - Tax planning - Business succession planning - Retirement planning - Charitable giving - Medicaid planning - Elder care planning - Wealth Preservation Planning For more information about trusts & estates law, contact Josh Beisker, chair of the practice group. Contact Josh RELEVANT EXPERIENCE Underberg & Kessler’s Estates & Trusts Group has considerable experience in counseling clients and implementing a broad range of estate planning vehicles, including: Wills containing non-tax planning testamentary trusts Wills containing tax planning testamentary trusts Powers of attorney, health care proxies and living wills Revocable living trusts, both with and without estate tax planning provisions Irrevocable life insurance trusts Qualified personal residence trusts Charitable remainder and lead trusts Grantor retained annuity or unitrusts Defective grantor trusts Dynasty trusts Family limited partnerships and limited liability companies In addition we provide assistance and planning guidance with respect to: Medicaid planning Elder care planning Gifting programs Educational trust planning OUR ESTATES & TRUSTS ATTORNEYS: Joshua B. Beisker Rochester, NY

Our tax attorneys will save you from the mistakes and misinterpretations that can cost your business time and money. Having both tax and business expertise, we will scrutinize your every transaction and proactively plan to minimize its tax consequences. TAX LAW Taxation With Skilled Representation. Back when the federal income tax code was one-eighth its current size, Albert Einstein said that personal taxation was the most confusing force in the universe. Business taxation is even more inscrutable. That’s why a good tax lawyer is a great business investment. Our tax attorneys will save you from the mistakes and misinterpretations that can cost your business time and money. Having both tax and business expertise, we will scrutinize your every transaction and proactively plan to minimize its tax consequences. We will be meticulous in our review of your transactions and operations to ensure that taxes don’t impede your business. And should you need representation in a tax audit, we’ll be in your corner there, too. Underberg & Kessler represents a wide range of companies and high-net-worth individuals in both tax planning and tax audit work. Our Tax Practice Group has experience in all types of corporate reorganizations and transactional tax planning. Our services include: - Individual and business transactions - C Corp and S Corp taxation - Taxation of partnerships and LLCs - Mergers and acquisitions - Divisions and recapitalizations - Qualified compensation plans: pension and profit-sharing plans, 401(k) plans, simple 401(k)s, uni-ks and cafeteria plans - Non-qualified compensation plans: salary continuation, deferred compensation, split dollar insurance, incentive stock options and stock appreciation rights - Qualification and governance of tax exempt organizations - Civil and criminal controversy - Tax credit planning - State matters, including sales tax, Brownfields development credit and real property For more information about tax law, contact Josh Beisker, chair of the practice group. Contact Josh RELEVANT EXPERIENCE Represented a professional entity participating in a seven party roll up transaction and provided tax advice relative to tax deferred treatment for the shareholders of our client in a transaction structured to include both merger and Section 351 tax components. Represented the target in a reverse triangular merger transaction with a publicly traded company to structure tax deferred treatment for the shareholders in this stock for stock transaction. Provided tax planning to numerous purchasers and sellers in merger and acquisition transactions, collaborating with the client’s accountant to achieve the most advantageous tax treatment for the transaction. Represented a qualified Subchapter S group in a tax-free spinoff transaction that separated one corporation from the group followed by a separation of ownership of the former subsidiary from the Q sub group ownership. OUR TAX ATTORNEYS: Joshua B. Beisker Rochester, NY Steven R. Gersz Rochester, NY

Corporate law is both intricate and fascinating, which is why we love to practice it. Corporate services include: Formation of corporations, limited liability companies and partnerships, Joint ventures and strategic alliances,Business capitalization and financing, Mergers and acquisitions and more. CORPORATE & BUSINESS LAW Corporate Law. Business Focus. Corporate law is both intricate and fascinating, which is why we love to practice it. Business decisions are often grounded in business law. Our attorneys are called upon to use their in-depth knowledge of business and business law to position clients, providing a power advantage in any situation. We bring a high level of experience to a broad spectrum of issues faced by start-up companies and more mature enterprises—employment, commercial negotiation, banking, joint venture, mergers and acquisitions, shareholder concerns and technology. As the world grows smaller, our clients’ corporate needs grow larger and more complex in scope. We look beyond business law to bring a real-world perspective that is refreshingly practical, creative, knowledgeable, confident and results-oriented. Corporate services include: - Formation of corporations, limited liability companies and partnerships - Joint ventures and strategic alliances - Venture capital financing - Mergers and acquisitions - Business divorce - Business succession planning - Taxation - Contracts, agreements and commercial transactions - Executive compensation and employment agreements - Not-for-profit formation and governance For more information on corporate & business law, contact Joshua B. Beisker. Contact Josh RELEVANT EXPERIENCE Represented numerous start-up businesses in the selection of the appropriate form of business entity, organization of that entity, counseling on day-to-day operational issues and drafting of routine business documents. Represented the purchaser of a National Hockey League franchise and associated assets, including an arena for the team, from a bankruptcy estate under the provisions of Section 363 of the Bankruptcy Code. In addition to the seller and the NHL, the transaction involved negotiations with three levels of government, a concessionaire, the bank holding naming rights to the arena and an industrial development agency. Represented a start-up company in negotiating and documenting its first round of investment from an institutional venture capital fund, its B-round investment from that same fund and others and a C-round private placement of securities. Represented a private company in a three-part transaction that involved a $5 million acquisition of all of the stock in a corporation that operated a complementary line of business, a $3.5 million sale of convertible preferred stock to a consortium of institutional venture capital investors and a $2 million bank credit facility. The legal work included drafting and negotiating the acquisition agreement, investment agreement, credit agreement, and all related instruments and agreements, assistance with our client’s due diligence investigation and response, and completion of the simultaneous three-way closing. Represented a privately held company in an $88 million acquisition by merger with a publicly held company. The legal work in the transaction involved coordination with investment bankers, assistance with due diligence, drafting and negotiating the merger agreement, advice to our client’s board of directors regarding its duties and obligations, tax advice and opinions to client shareholders, environmental review and completion of the closing. Represented the owners of a five-store “fast casual” restaurant chain in the sale of the business to a new entity in which the sellers retained a 20% ownership stake, which plans to franchise the business’ concept nationwide. Represented an institutional venture capital fund as lead of three investors in structuring negotiating and documenting a $1.4 million investment in an early stage technology company. Represented a management team in the acquisition from a public company of a convenience store chain with 200 New York State locations. The legal work included negotiation with the institutional venture capital fund financing the acquirer, assistance with all federal, state and local operating licenses, tax structure for the transaction, real estate due diligence and negotiation of supplier agreements. Represented an individual who acquired a public company by purchasing a block of stock and, through irrevocable proxies, obtained voting control, followed by statutory merger enabling the purchaser to obtain 100% ownership of the company. Represented a significant shareholder in a financial planning firm that was acquired by a publicly traded bank holding company in a tax-free merger for a combination of cash and unregistered stock. We negotiated a registration rights agreement, a complicated earn-out arrangement and an agreement among the individual sellers on their rights to share in the earn-out payments, if made, along with employment and non-compete agreements with the acquiring company. Represented a United Kingdom company in the negotiation and documentation of the acquisition of a U.S.-based manufacturing business and the $50 million credit facility used to finance that acquisition and ongoing U.S. operations. Represented a major public pension fund in a $150 million real estate joint venture. The legal work included negotiation with a publicly-held REIT and drafting provisions for the joint venture agreement, contribution agreement and sale agreement, as well as carrying out all real estate due diligence requirements. Represented a secular school in Kenya in the establishment of a not-for-profit corporation, including the applicable governance and its application for tax-exempt status. Represented many organizations in obtaining exemption as 501(c)(3) organizations, including schools, charitable organizations, cultural organizations and organizations fostering national amateur sports competitions. OUR CORPORATE & BUSINESS ATTORNEYS: Justin P. Alexander Rochester, NY Thomas F. Knab Buffalo, NY Joshua B. Beisker Rochester, NY Anna E. Lynch Rochester, NY James A. Coniglio Geneseo, NY Helen A. Zamboni Rochester, NY Steven R. Gersz Rochester, NY

We help commercial lending clients chart a position to stave off loss and risk even as sudden storms arise. We are immersed in the latest banking & financial law, and have a practical knowledge of financial institutions and how they work. COMMERCIAL LENDING Navigation In Today's Financial Waters. At Underberg & Kessler, we have a practical knowledge of financial institutions and how they work. We help financial clients minimize loss and risk. For these reasons, a myriad of banks and financial institutions select Underberg & Kessler as their law firm of choice. Our financial clients range from small independent banks to larger regional financial institutions. Our attorneys assist them in everything from day-to-day legal representation to large, complicated transactions, all with the goal of staying the course of fiscal stability. They come to us for assistance in areas such as: - Construction and permanent mortgage lending - Commercial and industrial lending - Tax credit transactions - Bond financing - Loan syndications and participations - Environmental issues - Creditors’ rights - Regulatory compliance - Litigation - Trust and investments and more For more information, contact Kate Karl, chair of the practice group. Contact Kate RELEVANT EXPERIENCE Closing of loan transactions of many types, both secured and unsecured, ranging from complex syndicated loans to small term loans and mortgages, including most advantageous structuring of loans with the involvement of industrial development agencies and certified development corporations, SBA guaranties, SBA 504 transactions, NYSERDA, Linked Deposit and other incentive programs. Representation of numerous banks and mortgage bankers in high-volume residential mortgage loans while meeting and exceeding the reporting and timing requirements of the lenders. Advice to lenders concerning federal and state regulatory compliance. Representation of banks and trustees, as fiduciaries or co-fiduciaries, in complicated trust administrative matters, including defense of clients in Surrogate Court proceedings and appeals. Advice to banking clients relating to many legal disciplines including environmental, litigation, securities, tax, and real estate matters. Representation of banks in collection matters ranging from large, complicated bankruptcy proceedings, litigation actions, to routine foreclosures. OUR COMMERCIAL LENDING ATTORNEYS: Justin P. Alexander Rochester, NY Katherine H. Karl Rochester, NY James A. Coniglio Geneseo, NY Andrew M. Washburn Rochester, NY Patrick L. Cusato Rochester, NY Timothy P. Johnson Buffalo, NY

Our Cannabis Law attorneys are dedicated to staying at the forefront of changing state and local regulations, offering insightful guidance and representation to municipalities and businesses within the cannabis sector. CANNABIS LAW Navigating New York’s Cannabis Regulatory Landscape with Confidence. As New York’s cannabis industry continues to evolve, navigating its complex legal landscape requires skilled counsel. Our Cannabis Law attorneys are dedicated to staying at the forefront of changing state and local regulations, offering insightful guidance and representation to municipalities and businesses within the cannabis sector. With a comprehensive understanding of the unique challenges at play, we provide customized solutions to support clients in this dynamic and rapidly growing field. Our approach is multidisciplinary, leveraging experience across a broad range of legal disciplines such as corporate, tax, labor & employment, real estate, health care, and more to deliver well-rounded and effective solutions. Whether you're a municipality establishing guidelines, an individual exploring business opportunities, or an established cannabis enterprise, we offer the strategic counsel and representation you need to ensure compliance and success in this growing market. At Underberg & Kessler, we understand that succeeding in the cannabis industry requires more than just legal compliance—it requires a partner who understands the local landscape and can navigate its complexities with precision. Whether you're entering the market, growing your business, or shaping municipal regulations, we offer the legal experience and strategic insight to succeed in New York’s cannabis space. Let us guide you through each challenge and opportunity, ensuring your goals are met with confidence. For more information about Cannabis Law, contact Jacob H. Zoghlin. Contact Jacob RELEVANT EXPERIENCE Services for Municipalities: Our team works closely with local governments to help them navigate the complexities of cannabis law, ensuring compliance while aligning with municipal goals. Key services include: Special Counsel - Marijuana Law and Policy Advising municipalities on policy priorities and goals related to cannabis regulation. Conducting in-depth research and drafting white papers or policy briefs to inform municipal decision-making. Drafting Cannabis Laws and Regulations Assisting in the creation of local cannabis legislation, addressing land use, zoning, environmental, and other municipal law issues. Advising municipalities on adopting and amending local laws, zoning codes, and meeting procedural requirements for legally sound regulations, including environmental reviews. Municipal Defense Counsel Defending municipalities in Article 78 proceedings and declaratory judgment actions, such as challenges to the adoption of local laws, denial of permits, and zoning decisions related to cannabis. Services for Businesses, Farmers/Cultivators, Processors, and Vendors: We assist cannabis businesses across all stages of development, from initial planning to navigating complex regulatory and legal hurdles. Our services include: Due Diligence - Legal Viability of Cannabis/Marijuana Development Providing comprehensive reviews of New York State and local cannabis laws to evaluate the feasibility of cultivation, processing, and retail operations. Identifying specific local restrictions that may impact cannabis operations in designated project areas. Cannabis Licensing and Compliance Guiding clients through the application process for state and local cannabis licenses and permits. Representing clients in administrative appeals and court actions challenging permit or license denials. Land Use and Zoning for Cannabis Operations Assisting with site plans and land use applications for cannabis farms, processing facilities, and retail operations. Representing clients before municipal boards and negotiating approval conditions to facilitate cannabis business operations. Filing Article 78 petitions and lawsuits to challenge zoning and permit denials. Government Investigations and Enforcement Actions Providing counsel in response to cannabis-related investigations, violations, and administrative enforcement actions. Offering defense representation in non-criminal administrative proceedings for local cannabis businesses. Responding to subpoenas and information requests from local authorities. Civil Litigation and Appeals Defending clients against private lawsuits and assisting with negotiations for favorable settlements. Representing clients in appeals of adverse court decisions within the local judicial system. Disclaimer: Possessing, using, distributing, or selling marijuana or marijuana-based products is illegal under federal law, even where a state law decriminalizes or legalizes such activities. Compliance with state law does not assure compliance with federal law. Any information on our website or in other written materials is not intended to provide any assistance in violating federal law. OUR CANNABIS LAW ATTORNEYS: Justin P. Alexander Rochester, NY Jacob H. Zoghlin Rochester, NY Joshua B. Beisker Rochester, NY Ryan T. Biesenbach Rochester, NY Paul F. Keneally Rochester, NY

Underberg & Kessler's services include: Labor law compliance, Protected category discrimination, Defamation allegations, Employment and wage and hour class action defense, Employee benefits, including pension plan design and interpretation Trade secrets and confidential information and more. LABOR & EMPLOYMENT LAW Strategy At Work. Labor and employment law is a constantly changing and ever-expanding field of practice. It is also one of the most costly, time-consuming and commonly litigated areas in law today. That is why having our labor and employment attorneys on your side—whether to help prevent claims or to vigorously defend your interests in litigation—is your key to success. The essence of labor and employment law is people. It is not only about protecting your business, it is about resolving conflicts with employees. Our labor and employment law attorneys will help you mediate grievances before they become lawsuits. We will help you draft policies that forestall future problems and protect your employees. If necessary, we will aggressively litigate cases on your behalf. But more important, we can help you stay out of the courtroom, avoid costly lawsuits, and create a more congenial and stable workplace for employee and employer alike. We represent businesses of all sizes with issues that employers must confront every day. We also represent public employers regarding those same issues, as well as those that are unique to public employers under New York State law. Our services include: - Labor law compliance - Protected category discrimination, including harassment - Defamation allegations - Employment and wage and hour class action defense - Employee benefits, including pension plan design and interpretation - Trade secrets and confidential information - Non-competition/non-solicitation agreements - Drug and alcohol policies - Employee fraud, embezzlement and misappropriation - Prevailing wage matters - Tortious interference - Reductions-in-force - HIPAA privacy issues - FMLA issues - Overtime and other wage and hour claims Labor & Employment Trainings on: - Sexual Harassment (including discrimination & harassment on any protected category) - Union avoidance - ADA/FMLA/WC - Hiring & Firing - Overtime/FLSA - NY Covid-19 Paid Sick Leave - NYS Paid Sick Leave For more information about labor & employment law, contact Paul Keneally, chair of the practice group. Contact Paul RELEVANT EXPERIENCE Represent multi-state employers on all of their employment issues, including disability, discrimination and benefits issues. Help businesses investigate and respond to sensitive sexual and other harassment claims. Litigate age, sex, race, sexual orientation, religion, discrimination and ADA/disability cases in federal and state court and the EEOC and SDHR. Defend wage and hour class actions. Establish effective programs for implementing COBRA and the FMLA, and litigate cases regarding those issues. Negotiate and litigate covenant not to compete, trade secret and other confidential information cases. Provide guidance on how to minimize losses from employee theft. Advise employers on hiring practices, performance reviews, disciplinary action and terminations. Handle issues regarding whistleblowers. Represent employers on wage and hour issues before state and federal Departments of Labor. Counsel clients on how to avoid the legal hurdles involved in downsizing. Negotiate settlement and release packages for employees and departing executives in various industries. Track pending legislation such as EFCA and paid FLMA for clients. Counsel employers with regard to labor practices, and assist employers to recognize unlawful practices prior to the commencement of proceedings challenging the labor practices. Handle grievance and arbitration proceedings pursuant to collective bargaining agreements. Advocate on behalf of employers relative to unfair labor practice charges, as well as other proceedings, before the National Labor Relations Board. Litigate improper practice charges, as well as other proceedings, before the New York State Public Employment Relations Board. Counsel and train management personnel and supervisors regarding the handling of unions, union issues and grievances. Counsel large clients regarding union-organizing campaigns. OUR LABOR & EMPLOYMENT ATTORNEYS: Ryan T. Biesenbach Rochester, NY Jennifer A. Shoemaker Rochester, NY Paul F. Keneally Rochester, NY Tyler J. Wilson Rochester, NY Thomas F. Knab Buffalo, NY Colin D. Ramsey Buffalo, NY

"Underberg & Kessler provides a wide range of environmental legal services and representation to businesses, property and facility managers, municipalities & individuals, including: Obtaining government permits & land-use approvals, Environmental due diligence & compliance audits and more." ENVIRONMENTAL LAW Protecting Your Resources. Environmental issues are a part of everyday life, especially in business. From buying or selling real estate, manufacturing widgets, developing new land or redeveloping old buildings, to tapping into groundwater found deep beneath the surface and the stratospheric ozone layer, actions can have environmental consequences. Our attorneys guide clients through the regulatory maze and help resolve all types of environmental problems, from routine questions of regulatory compliance to complex, multimillion-dollar litigation and transactions. With our in-depth knowledge of all aspects of environmental law, we strive to prevent environmental concerns from growing into environmental problems. Underberg & Kessler provides a wide range of environmental legal services and representation to businesses, property and facility managers, municipalities and individuals, including: - Obtaining government permits and land-use approvals - Environmental due diligence and compliance audits - Brownfields redevelopment under New York’s Brownfield Cleanup Program and Environmental Restoration Program - Investigation and defense of state and federal Superfund and Petroleum Cost Recovery actions - Advice on interpreting and complying with government regulations - Environmental litigation and dispute resolution - Assistance with real property and business acquisitions and divestitures - Environmental counsel to banks and municipalities, and general counsel - Obtaining permits for solid waste landfills, transfer stations and mining operations For more information about environmental law, contact Jacob H. Zoghlin, chair of the practice group. Contact Jacob RELEVANT EXPERIENCE ENVIRONMENTAL COMPLIANCE & PERMITTING Obtaining facility permits for a specialty steel manufacturer and providing legal advice for closure of regulated hazardous waste management units, including corrective action. Obtaining major facility permits for solid waste landfills and transfer stations, and providing legal advice for facility closure. Assisting manufacturing facilities to obtain variances from major facility permitting requirements under the Clean Air Act. Conducting reviews of industrial clients’ operations and environmental practices, and developing recommendations for ongoing compliance under all regulatory programs. Advising petroleum tank owners of their responsibility for tank registration and compliance. CORPORATE TRANSACTIONS, FINANCING TRANSACTIONS & REAL ESTATE DEVELOPMENT Assisting clients in closure of business units and locations in business divestitures and acquisitions. Guiding developers through New York’s SEQR process, including obtaining local land-use approvals and resolving siting issues. Representing parties in cell tower placement, approval and pre-emption matters. Assisting financial institutions in evaluating environmental risks associated with loans, work-outs and the negotiation of contractual protections. Conducting environmental due diligence on behalf of clients, including the evaluation of environmental risks in purchasing and leasing hundreds of sites in 15 different states. Developing and implementing an environmental self-evaluation program for a manufacturing and storage business in preparation for the sale of the business to a multibillion-dollar company. Negotiating leases, purchase and sale contracts, and environmental responsibility agreements in connection with property and business acquisitions. BROWNFIELDS REDEVELOPMENT Representing developers in the investigation and remediation of sites under New York’s Voluntary Cleanup Program and Brownfields Cleanup Program. Representing municipalities in Brownfields redevelopment projects under the Environmental Restoration Program. Assisting developers in environmental due diligence, project evaluation, land-use approvals and tax credit review on Brownfields project ENVIRONMENTAL LITIGATION & OTHER DISPUTES Representing plaintiffs and defendants in complex federal and state Superfund actions. We currently represent a private company seeking $20 million in cost recovery from responsible parties at a former landfill site. Serving as lead counsel for heavy-metal manufacturers in defending claims that plaintiffs' exposure to certain heavy metals in an industrial setting had activated or aggravated their asymptomatic neuro-muscular disease. Acting as regional liaison counsel for insurers and manufacturers in defense of more than 300 asbestos-related personal injury and wrongful death actions. Representing a municipality in its oversight of an application to build a large mine, including negotiation of government permits, environmental protection, host benefits and financial issues. Representing a contractor in its defense of plaintiff’s claims that the negligent design and installation of an HVAC system caused multiple chemical sensitivity syndrome. Representing parties in petroleum discharge cases, including both defense and prosecution of actions for remediation costs arising out of leaking underground storage tanks. For example, we currently represent a property owner seeking up to $1 million in petroleum remediation from former owners of a site where gasoline storage tanks have leaked. Representing a variety of private and municipal clients in negotiations with the EPA and DEC with regard to liability, cost-sharing and remediation at a number of hazardous waste sites. Assisting in the defense of a major insurance company in multi-party, multi-site environmental coverage litigation. OUR ENVIRONMENTAL LAW ATTORNEYS: James A. Coniglio Geneseo, NY Jacob H. Zoghlin Rochester, NY Mindy L. Zoghlin Rochester, NY

Over the years, we’ve realized that being close by enhances our relationship with our clients. So we maintain offices throughout the Western New York area so that you can stop in, pull up a chair and talk. LAW OFFICES Serving Western New York Since 1926 ROCHESTER, NY Details BUFFALO, NY Details CANANDAIGUA, NY Details GENESEO, NY Details

At Underberg & Kessler, our most important partner is you. Our attorneys are the partner you can count on. Our law firm has offices in Rochester, NY Buffalo, NY, & Canandaigua, Geneseo, and Webster. Our areas of practice are wide offering services from corporate law to labor law to divorce and more. ATTORNEYS ALL OF OUR ATTORNEYS ARE PARTNERS WITH YOU Our attorneys have much in common. They all have the legal mind to pare a complex problem down to its essence, a voluminous knowledge of law and statutes, and the ability to view issues from all angles. Many have worked in corporate environments. When you come to Underberg & Kessler, you get the individual experience and knowledge of each outstanding attorney in their area of specialty. And you get the combined experience and knowledge of the team. Advocates for your interests. Supporters of your business. Believers in your dreams. All Practice Areas Reset Justin P. Alexander Commercial Lending, Corporate & Business, Real Estate & Finance Rochester, NY James A. Coniglio Commercial Lending, Corporate & Business, Environmental, Municipal Law Geneseo, NY Steven R. Gersz Corporate & Business, Health Care, Tax Law Rochester, NY Thomas F. Knab Construction, Corporate & Business, Labor & Employment, Litigation Buffalo, NY Jennifer A. Shoemaker Family Law, Labor & Employment, Litigation Rochester, NY Tyler J. Wilson Labor & Employment, Litigation Rochester, NY Joshua B. Beisker Estates & Trusts, Tax Law, Corporate & Business Rochester, NY Patrick L. Cusato Commercial Lending, Real Estate & Finance Rochester, NY Timothy P. Johnson Commercial Lending, Creditors' Rights Buffalo, NY Anna E. Lynch Corporate & Business, Health Care Rochester, NY Margaret E. Somerset Health Care, Litigation Canandaigua, NY Helen A. Zamboni Corporate & Business, Real Estate & Finance Rochester, NY Ryan T. Biesenbach Labor & Employment, Litigation Rochester, NY Ericka B. Elliott Creditors' Rights Law, Health Care, Litigation, Municipal Law Rochester, NY Katherine H. Karl Commercial Lending, Real Estate & Finance Rochester, NY Kyle C. Pittman Real Estate & Finance Rochester, NY David M. Tang Creditors' Rights, Health Care, Litigation Rochester, NY Jacob H. Zoghlin Environmental, Litigation, Municipal Law, Real Estate & Finance Rochester, NY Leah Tarantino Cintineo Family Law, Litigation Rochester, NY David H. Fitch Health Care, Litigation, Municipal Law Rochester, NY Paul F. Keneally Labor & Employment, Litigation, Municipal Law Rochester, NY Colin D. Ramsey Health Care, Labor & Employment, Litigation Buffalo, NY Andrew M. Washburn Commercial Lending, Creditors' Rights Law, Real Estate & Finance Rochester, NY Mindy L. Zoghlin Environmental, Litigation, Municipal Law, Real Estate & Finance Rochester, NY

John E. Otruba is a corporate attorney based in our Rochester, NY law office. FULL NAME Position Location (585) 258-2867 Fax jalexander@underbergkessler.com LinkedIn Send Me a Message! Fluent in American Sign Language, percussionist, mountaineer, and a practitioner of Brazilian jiu-jitsu, Justin has wide-ranging interests. The practice of real estate is not unlike his backpacking excursions in the Grand Canyon: he is strategic with every step and always anticipates what is up ahead. Justin believes that the job of being an attorney involves helping his clients manage the unpredictability and rapid change of commercial real estate. Helping them understand risks and liabilities and explaining complicated terminology in plain language—these are the cornerstones of his ability to provide sound advice and counsel. Justin’s professional experience is as varied as his personal interests. Representing private companies in large commercial and industrial transactions, he has also litigated civil actions in the New York State Supreme Court. He has worked with commercial lenders, and counseled clients in corporate matters such as governance and acquisitions. He was also a legislative fellow in policy research for former U.S. Representative Ron Barber, the aide to Gabrielle Giffords who ultimately replaced her in Congress. The diversity of Justin’s experiences helps him bring wisdom and perspective to his clients. When they retain his legal services, they also retain his time, attention, and energy. Whether they are buying an industrial warehouse or selling an office building, Justin goes to great lengths to ensure that their goals are realized quickly and cost-effectively. Download a printer-friendly version of Justin's bio: PRACTICE AREAS Corporate & Business Health Care EDUCATION Temple University Beasley School of Law, J.D. University of Pennsylvania B.A. (summa cum laude) ADMISSIONS New York State US District Courts Western District of New York US Bankruptcy Court Western District of New York PROFESSIONAL & COMMUNITY INVOLVEMENT Justin is a member of the Monroe County Bar Association. JOHN'S ARTICLES & POSTS Check back soon Once posts are published, you’ll see them here. View All of John's Articles & Posts

Kyle C. Pittman represents businesses and individuals in real estate transactions. Kyle C. Pittman Associate Attorney Rochester, NY (585) 258-2829 (585) 258-2821 kpittman@underbergkessler.com View Kyle's LinkedIn Send Kyle a Message Kyle represents clients in the purchase, sale, and mortgage financing of real property. He negotiates agreements, conducts due diligence, reviews real estate titles, and works closely with clients to ensure all transactions are completed in a timely and efficient manner. As a former assistant Appellate Court attorney in the New York State Supreme Court, Third Judicial Department, Kyle has hands-on experience drafting legal documents, researching and evaluating complex legal issues, and finalizing cases for court review. During law school, Kyle was a Judicial Clerk for Hon. Lawrence Kahn, United States District Court in the Northern District of New York, where he composed and edited decisions and orders as well as performed legal research on numerous civil proceedings. Kyle also served as Editor-in-Chief of the Albany Law School Government Law Review Vol. 16. Download a printer-friendly version of Kyle's bio: PRACTICE AREAS Real Estate & Finance EDUCATION Albany Law School, J.D. SUNY Brockport, B.S. (magna cum laude) ADMISSIONS New York State PROFESSIONAL & COMMUNITY INVOLVEMENT Kyle is a member of the Monroe County Bar Association and a board member of the Gates-Chili Chamber of Commerce. AWARDS & RECOGNITION Kyle has been recognized in the 2026 edition of Best Lawyers: Ones to Watch in America® for his work in Real Estate Law in Rochester, NY. KYLE'S ARTICLES & POSTS Legal Analysis of Rochester's Good Cause Eviction Law and Its Impact on Landlords and Tenants Kyle C. Pittman Joins Underberg & Kessler LLP View All of Kyle's Articles & Posts

Katherine H Karl is a financial lawyer based in Underberg & Kessler's Rochester, NY law office. Kate serves as chair of the firm's banking and finance practice group, and on the real estate practice group. Katherine H. Karl Partner Rochester, NY (585) 258-2883 (585) 258-2821 kkarl@underbergkessler.com View Kate's LinkedIn Send Kate a Message Kate is an active presence in both the preservation and development of our local community. As chair of our Commercial Lending Practice Group, her legal expertise extends to commercial real estate, development and finance. She works with commercial lenders to structure mortgage and asset-based loan transactions, and to handle environmental issues in a practical manner. She has broad experience representing commercial owners, developers and a national retailer in all aspects of acquisitions, sales, construction, development and lease negotiations. Tackling zoning and land use issues and environmental concerns are a part of Kate’s everyday practice. She also represents institutional lenders in connection with a broad variety of loans, including real estate secured financing, transactions with industrial development agencies and with Small Business Administration involvement, term loans and lines of credit. A former law clerk to the New York State Supreme Court, Appellate Division, Third Department, Kate has practiced law in Rochester since 1988. Download a printer-friendly version of Kate's bio : PRACTICE AREAS Commercial Lending Real Estate & Finance EDUCATION Union University at Albany Law School, J.D. (cum laude) Bucknell University, B.A. (magna cum laude) ADMISSIONS New York State Massachusetts US District Courts - Western District of NY US Bankruptcy Court - Western District of NY PROFESSIONAL & COMMUNITY INVOLVEMENT As an active board member for both The Landmark Society of Western New York, Inc., and Rochester Downtown Development Corporation, Kate remains involved in the vital decisions affecting the development of our region. Kate is also a board member of both Providence Housing Development Corporation and Family Promise of Greater Rochester (formerly known as Rochester Area Interfaith Hospitality Network (RAIHN)), which provides emergency housing services, eviction prevention, and aftercare management to families experiencing homelessness. In addition, Kate is a member of the Monroe County Bar Association. AWARDS & RECOGNITIONS Kate has been recognized in the 2013-2026 editions of The Best Lawyers in America® for her work in Real Estate Law, Banking and Finance Law, Commercial Finance Law, and Commercial Transactions/UCC Law. She was honored as the 2026 Best Lawyers® “Lawyer of the Year” for Banking & Finance Law in Rochester, NY, the 2025 Best Lawyers® “Lawyer of the Year” for Real Estate Law in Rochester, NY, the 2023 Best Lawyers® “Lawyer of the Year” for Banking & Finance Law and Real Estate Law in Rochester, NY, and the 2018 Best Lawyers® “Lawyer of the Year” for Real Estate Law in Rochester, NY. Kate has also been selected as an Upstate New York Super Lawyers honoree from 2007-2013 and 2017-2025. Kate was awarded the 2023 Legal Excellence Award for Leaders in Law by The Daily Record and Rochester Business Journal and was named one of the 2014 "Top Women in Law" by The Daily Record. The Top Women in Law award recognizes the outstanding accomplishments of women attorneys who are making notable contributions to the legal profession, while inspiring a positive change in the community. KATE'S ARTICLES & POSTS Two U&K Attorneys Named 2026 “Lawyer of the Year” by Best Lawyers Kate Karl Recognized as a 2025 “Lawyer of the Year” by Best Lawyers Quiet Roll Out of the “5% Retainage Amendment” View All of Kate's Articles & Posts