Our client portal functions as an online payment system, making it easy for our clients to pay invoices, make depostits into a trust or retainer, or make debtor payments. We accept VISA, Mastercard, Discover & American Express. CLIENT PORTAL Our online payment system allows you to easily and securely pay your invoice(s), deposit funds into a retainer/trust account, or make debtor payment(s). We accept VISA, MasterCard, Discover and American Express. PAY AN INVOICE Click here to pay an existing invoice. Please include the invoice number(s) where indicated. Pay Invoice Online RETAINER / TRUST DEPOSIT Click here for funds to be placed into a retainer or trust account. Deposit Funds Online DEBTOR PAYMENTS Click here to make debtor payments. Make Debtor Payment

Our wealth preservation attorneys are experienced in planning for protecting your assets. WEALTH PRESERVATION PLANNING Certain clients can benefit from a wide variety of complex planning strategies designed to maximize and preserve the accumulated wealth of a family. Such planning generally requires a thorough analysis of a client’s assets and a concise understanding of a client’s individual planning goals. At Underberg & Kessler, our wealth preservation planning lawyers stand ready to offer such assistance and guidance, navigating you throughout the available opportunities, and helping you select the best ones to achieve your goals. Contact us here to engage our attorneys about a wealth preservation planning matter. Asset Protection Trusts You can set up an asset protection trust which allows you to name yourself as the beneficiary of the trust. This allows you to retain access to the property in addition to having limited control over it. Contact us here to engage our attorneys about an asset protection trust. Limited Liability Companies (LLCs) as Asset Protection LLCs can be utilized as part of a well-rounded estate plan to effectively reduce estate taxes your decadents would have to pay upon receiving an inheritance from your estate. You may also be able to transition your assets to your children during your lifetime without realizing major gift taxes. This method of estate planning also allows you to maintain control over your assets. The circumstances of your situation will dictate if this is a good option for administering your estate planning, and our estate planning attorneys would be more than willing to discuss this option with you! Contact us here to engage our attorneys about a wealth preservation planning matter. Wealth Preservation Experience Our Experience in Western, NY and Beyond We provide advice and counsel to our clients about their planning strategies in the context of the state and federal estate, gift, and income tax, and our high net worth clients have benefitted from multiple planning strategies designed to maximize preservation of family wealth, including: •Asset-protection planning, such as Marital agreements, Medicaid planning, and asset-restructuring strategies that include income-only and Medicaid trusts; •Asset structuring and valuation planning, focusing on stocks, bonds, bank accounts, real estate, vacation property, insurance policies, retirement plans, deferred-compensation agreements, employee benefit plans, and closely held business interests; and •Gift planning, such as grantor retained annuity trusts, intentionally defective grantor trusts, and outright transfers of closely held business interests OUR WEALTH PRESERVATION PLANNING ATTORNEY: To learn more about our individual attorneys, please click on their picture to view their biography: Joshua B. Beisker Rochester, NY https://www.underbergkessler.com/contact

Do you have a business succession plan? Business owners should plan for the succession of business leadership in place at least five years before they wish to transfer the business leadership and assets to another person. Our attorneys are ready to assist you throughout the process. BUSINESS SUCCESSION PLANNING To successfully plan for and execute the passing of one's business, one needs plan thought out with attentive detail and consideration to organizational values. At Underberg & Kessler, we have a team of attorneys experienced in business succession planning ready to assist you in the creation and execution of a business succession plan that will achieve your goals regarding the passing of the business. Whether at the beginning of the process, or somewhere along the way, our business succession attorneys in Rochester, Buffalo, Canandaigua, and Geneseo are ready to help you! You can contact us here and read about business succession planning below: What is Business Succession Planning? Business succession planning is the process of preparing for the transferring of business assets and leadership to a key employee or family member. A business succession plan usually features a contingency clause that can be used to prepare for the replacement of key employees should the need arise before the execution of the asset transfer part of the plan. The transfer of assets can have many implications for the operations of one's business, as well as tax and legal implications. A proper business succession plan is needed to not only ensure the transfer of assets executes seamlessly and enshrine organizational values, but also to have contingencies in place in case of the unplanned departure of key employees. Why Does One Create a Business Succession Plan? A proper business succession plan is crucial to ensure the smooth operation of a business, navigating the business leaders through planned and unplanned transition periods. Without a plan in place, a business opens themselves up to substantial risk not only to business operations, but also to the business' core values, leadership, and finances. A past Harvard Business Review study showed that every year roughly 15% of corporations replace their president or CEO, but only 61% of corporations had a viable internal candidate. Having a business succession plan in place helps mitigate the risk of not being prepared for leadership transitions. Proper business succession plans also help to retain key employees. Generally as part of a business succession plan, a business ownership group would groom a few key employees in leadership roles for the potential to lead the business should and when the need arises, planned or unplanned. What is a the Process of Business Succession? The process of business succession involves transferring all or a portion of ownership interests or economic interests from one individual or ownership group to another. It can also involve replacing a key leadership employee such as a CEO or president both a leadership change and a transfer of interests. This is a long-term process and if done correctly, should take multiple steps. It may have major tax and financial implications to the business and it's owners and executive employees. What is a Business Succession Plan for Startups? A business succession plan is like a prenuptial agreement that covers the business and its owners. While all of the owners are in honeymoon bliss, they can come to a written agreement as to how to address buy-sell situations that might arise in the future due to death, disability, divorce or disengagement (either voluntary or involuntary), along with method to value the interest of the departing owner and payment terms. CEO Succession: How Do I Find a Successor? In a perfect world, as part of your business succession plan, your business would internally identify and groom a few key employees for the potential to succeed your CEO well in advance of the succession. Generally, internal candidates lead to fewer business disruptions to the business' operations. Sometimes the timing will not be predictable however. Sometimes there may not be a viable internal candidate. Whichever the reason, sometimes the best decision is to seek an external candidate as a CEO successor. There are many resources available, but if our assistance is needed in the search or in structuring the executive compensation package, we are available to assist your business. What is it Like to Takeover a Family Owned Business? When it comes to family owned businesses, there in generally a need for a thoughtful and sensitive approach towards succession. There can be many more considerations and issues to overcome that are beyond normal business-specific issues. In these cases, business is not always business. We'd be happy to help assist your transition as a successor of a family owned business. Business Succession Planning Experience Our Experience in Western, NY and Beyond Developed phantom stock for two valuable employees who reinvested the funds gained by the phantom stock to buy out an owner in retirement. Established a trust for owner’s child who was going through a divorce to protect the owner’s ability to transfer the business to the family. Negotiated a shareholders’ agreement to permit the original owner to sell shares over a period of years to the two other owners over those same years, upon certain thresholds being met. Conduct an annual meeting with owner to review and modify Operating Agreement each year to address changes in the business and grant ownership interests to key employees. Amended the original company of formation documents to assist in maximizing value of business upon the retirement of the owner. OUR BUSINESS SUCCESSION PLANNING ATTORNEYS: To learn more about our individual attorneys, please click on their picture to view their biography: Joshua B. Beisker Rochester, NY Helen A. Zamboni Rochester, NY James A. Coniglio Geneseo, NY Steven R. Gersz Rochester, NY Thomas F. Knab Buffalo, NY https://www.underbergkessler.com/contact

Underberg & Kessler LLP, a growing mid-sized law firm, is seeking an experienced Commercial Real Estate Associate Attorney for our Real Estate & Finance Practice Group in our Rochester, NY law office.  COMMERCIAL REAL ESTATE ASSOCIATE ATTORNEY I This position reports to our Rochester, NY location Salary Range: $90,000–$120,000 Are you a rising attorney with a passion for real estate law? Underberg & Kessler LLP is seeking a Commercial Real Estate Associate Attorney with 2–3 years of experience to join our Real Estate & Finance Practice Group in Rochester, NY. This is a great opportunity to gain hands-on experience in high-value transactions while working in a collaborative and professional environment. You will work closely with partners and clients on complex, high-value transactions involving real estate acquisitions, development, leasing, and financing. Our clients include regional and national developers, financial institutions, municipalities, and growing businesses across New York State. Position Overview: Manage and advise on a variety of commercial real estate transactions, working with sophisticated clients and collaborating with experienced attorneys and support teams. Take ownership of deals and deliver trusted legal counsel with confidence from purchase and sale agreements to commercial leasing and mortgage financing Real Estate Transactions: Assist with commercial property transactions, including purchases, sales, development, leasing, and financing Draft and negotiate loan documents, leases, easements, and closing documentation Facilitate due diligence in a variety of transactions Conduct title and survey reviews, due diligence, and closing coordination Represent developers, business owners, and financial institutions on transactional matters Work closely with partners and clients to manage deals from start to finish Client Advisory & Representation: Represent banks, developers, investors, and business clients in a variety of real estate matters Provide strategic legal guidance to clients while managing risk and ensuring compliance Work directly with decision-makers and business leaders on complex deals Team & Project Management: Oversee non-attorney closing personnel and manage closing checklists and timelines Collaborate with partners and other attorneys across practice groups as needed Contribute to the success of the Real Estate & Finance team and firm initiatives Participate in client development efforts Qualifications 2–3 years of experience in commercial real estate transactions J.D. from an accredited law school and admission to practice in New York State Strong drafting, negotiation, and communication skills Ability to manage multiple transactions simultaneously with accuracy and professionalism Team-oriented, with a collaborative mindset What We Offer Competitive salary and associate bonus plan 401(k) with 3% profit-sharing + 2% employer contribution Medical, dental, vision, life, short-term and long-term disability insurance 4 weeks paid time off + paid holidays Hybrid work schedule after onboarding Professional mentorship and career development support About Underberg & Kessler LLP With a long-standing history of excellence, Underberg & Kessler has been proudly serving businesses and individuals across Western New York for over 100 years. As a trusted legal partner, we are known for delivering top-tier legal services while fostering a supportive and collaborative environment where attorneys can grow, thrive, and make a meaningful impact. Underberg & Kessler LLP is an Equal Opportunity Employer. We value diversity and are committed to creating an inclusive environment for all employees. Please submit your cover letter, references and resume to Leslie Helmerci, Legal Operations Manager, at lhelmerci@underbergkessler.com . Apply

Underberg & Kessler LLP, a growing mid-sized law firm, is seeking a creditors' rights paralegal for its Rochester, NY office. CREDITORS' RIGHTS PARALEGAL This position reports to our Rochester, NY location Underberg & Kessler LLP has an opening for a Paralegal supporting attorneys in the Creditor’s Rights practice group in the Firm’s Rochester, NY office. Candidates applying should have a minimum of two years of paralegal experience or equivalent experience working with commercial lenders. This position is responsible for drafting and filing motions, notices, proofs of claim, communicating with and drafting legal correspondence to debtors, creditors, clients, opposing counsel and the court, as well as preparing complaints, tracking critical dates, managing calendars and task lists and e-filings with the court and county offices. This individual is expected to take a lead role in administrative and paralegal duties in connection with supporting the Firm’s health care and financial institutional clients and be proactive in following up on matters with minimal guidance. The ideal candidate is familiar with FDCPA and HIPAA, is comfortable organizing and coordinating a high volume of time-sensitive matters and strives to submit flawless work product. Must have excellent organizational skills, high attention to detail, and appropriate decision-making skills. Prior collections or bankruptcy experience is a plus. We look to hire bright individuals who are self-starters and team players with a strong work ethic, excellent written and verbal communication skills, sound judgment, and who take ownership of their projects. We offer a collaborative and collegial environment and a comprehensive suite of benefits. The annual salary range for this position is $45,000-$75,000 and will be determined based on prior relevant experience. The Firm is an Equal Opportunity Employer. To learn more about our Firm, please visit www.underbergkessler.com. For consideration, please submit your cover letter and resume to Kim Coumou, Director of Finance, kcoumou@underbergkessler.com. Apply

Underberg & Kessler LLP, a growing mid-sized law firm, is seeking a Litigation Associate Attorney for our Litigation Practice Groups in our Rochester, NY law office.  LITIGATION ASSOCIATE ATTORNEY II This position reports to our Rochester, NY location Salary Range: $120,000–$150,000 Are you a seasoned litigator ready to lead complex cases and mentor junior attorneys? Underberg & Kessler LLP is seeking a Litigation Associate Attorney with 4–7 years of experience to join our Rochester office. In this elevated role, you will take the lead on sophisticated commercial and civil litigation matters while helping grow the litigation practice through client strategy and leadership. Position Overview: Work on a wide range of commercial and general civil litigation matters, representing clients in court, arbitration, and mediation. Drafts motions, manage discovery, and take a hands-on role in developing legal strategies alongside partners and senior attorneys. Client Representation Serve as lead counsel in litigation, arbitration, and mediation for commercial and institutional banking clients Draft and argue complex motions and briefs at all stages of litigation Conduct in-depth legal research and provide strategic litigation counsel Represent clients at court conferences, hearings, settlement discussions, and trials Case Management Independently manage complex caseloads with minimal oversight Lead discovery efforts, including managing document production and deposition preparation Collaborate with clients and partners to shape and execute litigation strategies Coordinate expert witnesses, trial preparation, and multi-party litigation logistics Firm & Practice Development Contribute to the development of litigation best practices and case management tools Mentor junior attorneys and support staff Engage in business development efforts and client relationship management Participate in firm initiatives and leadership opportunities within the practice group Qualifications 4–7 years of experience in litigation with a demonstrated ability to manage cases independently J.D. from an accredited law school and admission to practice in New York State Strong command of litigation strategy, negotiation, and courtroom procedure Excellent written and verbal advocacy skills Experience in appellate, creditors’ rights, family law, or labor & employment law is a plus What We Offer Competitive salary and associate bonus plan 401(k) with 3% profit-sharing + 2% employer contribution Medical, dental, vision, life, short-term, and long-term disability insurance 4 weeks paid time off + paid holidays Hybrid work schedule after onboarding Leadership development, mentorship opportunities, and a collegial team environment About Underberg & Kessler LLP With a long-standing history of excellence, Underberg & Kessler has been proudly serving businesses and individuals across Western New York for over 100 years. As a trusted legal partner, we are known for delivering top-tier legal services while fostering a supportive and collaborative environment where attorneys can grow, thrive, and make a meaningful impact. Underberg & Kessler LLP is an Equal Opportunity Employer. We value diversity and are committed to creating an inclusive environment for all employees. Please submit your cover letter, references and resume to Leslie Helmerci, Legal Operations Manager, at lhelmerci@underbergkessler.com . Apply

Sometimes there comes a point where those that have ownership interests in a business disagree on ideas or business decisions to a point where they simply can't work together anymore. At Underberg & Kessler, we have a team of attorneys experienced in handling these matters. BUSINESS DIVORCE Sometimes there comes a point where those that have ownership interests in a business disagree on ideas or business decisions to a point where they simply can't work together anymore. In other instances, one of the owners tries to take advantage of the others. These scenarios, and others like these have been the catalyst that has brought on a premature demise to an otherwise strong business. The results of a situation like this can significantly reduce the value of each owner's interests and nobody wins. This is not the case for our clients. At Underberg & Kessler, we have a multi-disciplinary team of attorneys experienced in all of the legal competencies which are fundamental to the success of business divorce proceedings, including such as business law, contracts, tax, negotiations, and all aspects of litigation. After reviewing your matter, our attorneys in Rochester, Buffalo, Canandaigua, and Geneseo will determine and implement a plan in pursuit of your goals. You can contact us here and learn more about business divorce matters below: What is a business divorce? A business divorce, in legal terms, is the separation of ownership interests in a business in the pursuit of business owners going their separate ways. This is often a time-sensitive matter that requires the management of issues that relate to the continued operation of the business in the face of legal and personal disagreements. If these issues are not navigated properly during the proceedings, the business' value can stand to be diminished quite a bit. This is why you need a well-versed attorney who has experience navigating these issues and has relevant cross-functional experience. Do business divorce matters have to be resolved in court? It is preferable for the parties to find a negotiated resolution. However, in order to get there your opponent(s) need to know that you have skilled and experienced counsel who are not afraid to litigate if necessary. What happens to a corporation in a divorce? The process typically starts with a discussion of the facts and circumstances followed by a demand letter from your attorney to the opposing party. If another business attorney has fired the first salvo, then we analyze the facts and circumstances from your perspective and prepare a reply. Meanwhile, the owners have to do their best to continue to operate the business. In some cases, there will be a need to start a court proceeding so that a receiver can be appointed to operate the business instead of the owners. How does an LLC work in a divorce? In New York, the LLC statute provides more limited opportunities for a member to commence dissolution litigation than is available under the corporation laws. It is imperative to carefully examine the operating agreement of the LLC to see what contractual provisions might apply. Can I sell my share of the business during a business divorce? There is nothing in New York law that precludes such a sale. However, there may be provisions in the governance documents of the entity that preclude that from happening. From a practical perspective, it may be difficult to find a buyer willing to step into the middle of the dispute. Under New York corporate law, there might be the ability to buy out the disgruntled shareholder once a dissolution proceeding has begun. Business Divorce Experience Our Experience in Western, NY and Beyond •Experienced in litigating corporate, partnership and limited partnership disputes, including dissolution proceedings and actions alleging shareholder oppression, fraud and breach of fiduciary duty. •Experienced in separating assets and interests of business owners, taking care to assure the continual viability of business operations OUR BUSINESS DIVORCE ATTORNEYS: To learn more about our individual attorneys, please click on their picture to view their biography: Steven R. Gersz Rochester, NY Thomas F. Knab Buffalo, NY David M. Tang Rochester, NY https://www.underbergkessler.com/contact

Underberg & Kessler LLP is dedicated to giving back and supporting the communities in which we live and work. Whether it's supporting fundraisers, galas, golf tournaments, designating jeans day at work for donations, or mentoring a group of aspiring young individuals, U&K understands and values the importance of community outreach. U&K Cares Underberg & Kessler LLP is committed to supporting the communities in which we live and work. Whether through fundraisers, galas, golf tournaments, designating jeans day at work for donations, or mentoring a group of aspiring young individuals, U&K cares and believes it is important to support our communities. United Way Day of Caring May 2025 We were honored to once again support the United Way of Greater Rochester and the Finger Lakes during their annual Day of Caring. This year, our team spent the day volunteering at Nativity Preparatory Academy, a truly inspiring school in the heart of Rochester. We rolled up our sleeves to help beautify their outdoor spaces — pulling weeds, gardening, and spreading mulch to help create a welcoming environment for students, staff, and the surrounding neighborhood. It was such a meaningful experience — not only did we get to give back to our community, but we also had the chance to meet some of the incredible staff and students who make Nativity Prep so special. As a bonus, we were treated to a special performance by the school’s choir, which made the day even more memorable. Thank you to United Way and Nativity Prep for the opportunity to serve and connect. United Way Day of Caring May 2024 We had a great time helping The Arc of Monroe last week for United Way’s Day of Caring. Our Diversity, Equity, Inclusion & Belonging (DEIB) Committee coordinated the raking, mulching, and clean-up efforts to spruce up the organization’s Norran Dr. and Homewood Lane locations. It was a beautiful day and our team worked hard to help a wonderful organization. Thanks to U&K's Leah Tarantino Cintineo , Melissa Henderson , Alex Wezelis, Roman Martyniv, Pamela Litto, and Hannah Prescott for volunteering. Casual for a Cause 2023 Since 2019, Underberg & Kessler has participated in a program called “Casual for a Cause,” where individuals dress casually on Fridays and provide donations to a designated charity. This year we raised over $1875 for these important organizations below: A Horse’s Friend Just Cause HUGS Foundation Center for Disability Rights/Regional Center for Independent Living The Father’s Heart Ministry Brain Injury Associate of New York State Breast Cancer Coalition Small Business Council Annual Thanksgiving Appeal MS Society Bravo U&K team! Annual Thanksgiving Appeal Support November 2023 We were happy to support the Small Business Council’s (a Greater Rochester Chamber of Commerce affiliate) Thanksgiving Appeal again. This year, we doubled our goal and donated 10 boxes filled with Thanksgiving food items and gift cards. Cheers to our fantastic U&K team! Happy Thanksgiving - wishing you a harvest of blessings, good health, and good times! United Way Day of Caring May 2023 We had a great time helping Heritage Christian Services last week for the United Way’s Day of Caring. Our Diversity, Equity, Inclusion & Belonging Committee (DEIB) Committee coordinated the raking, mulching, weeding, planting, and cleaning efforts of U&K colleagues to spruce up the organization’s Baird Road location. Our team had lots of fun and worked hard to help a wonderful organization. Thanks to U&K's Leah Cintineo, Debbie Christiano, David Craig, Kate Karl, Paul Keneally, Robert LaPlaca, Kaitlyn Pierce, Tyler Stark and Alex Wezelis for volunteering. St. John's Living 33rd Annual Golf Tournament July, 2022 U&K Partner David Tang with Will Hall, Bryan Smith, and Shawn Burr recently participated in St. John's 33rd Annual Golf Tournament. This year’s tournament helped to raise funds which will provide St. John’s residents with meaningful programs and enjoyable activities over the next year. Casual for a Cause February, 2022 In February, we supported the Jewish Senior Life which is a Continuing Care Retirement Community (CCRC), offering all levels of senior care from independent living to skilled nursing care. Jewish Senior Life offers best-in-class programs and services to older adults in our community that ensure the quality of life, health, and well-being of every individual they serve. Click here if you would like to learn more about Jewish Senior Life. Casual for a Cause January, 2022 January’s Casual for a Cause is The Kevin Guest House . Their campus is comprised of four buildings in the heart of the Buffalo Niagara Medical Campus and provides a comfortable and supportive home away from home for patients and their families traveling for medical care. No one is turned away because they’re unable to afford the modest donation—donations received makes this possible. It is a piece of solace, comfort, and compassion serving thousands of families and patients during their most challenging times. For more information and additional ways to donate, please click here . Casual for a Cause November, 2021 Underberg & Kessler LLP designates Fridays as Jeans’ Day and collects donations which are then provided to various local organizations in support of their initiatives. In November, we supported the Victor Farmington Library which promotes and nurtures a sense of community by offering the space and resources for educational, recreational, and cultural enrichment for patrons of all ages. Click the link if you would like to learn more about the Victor Farmington Library. https://lnkd.in/e7J9RdC6 Casual for a Cause October, 2021 In October, we supported the Monroe County American Legion Honor Guard. This organization’s purpose is to raise awareness of the military honor funeral services that are available to veterans and to provide those funeral services. Often times, veterans do not receive the military honors they have earned because their families are unaware of the services available or that they exist. The “Final Salute” consists of prayer, the firing of the rifles, the sounding of taps, and the folding and presenting of the American Flag under which the veteran served. Click the link to learn more. https://bit.ly/32bOJ9z Casual for a Cause September, 2021 In September, we supported the Brain Injury Association of New York State (BIANYS). This organization supports brain injury survivors, caregivers, and professionals throughout New York State. Each year, BIANYS raises funds through its March On for Brain Injury Walk. Click here if you would like to learn more about BIANYS. Casual for a Cause August, 2021 This month, 13thirty Cancer Connect , a not-for-profit organization with a mission to help adolescents and young adults with cancer live their very best lives by building a peer community of those who understand in a way no one else can. If you would like to learn more about 13thirty Cancer Connect, click here . St. John's Living 32nd Annual Golf Tournament July, 2021 Cory Pettinella of Five Star Bank, U&K’s partner Ed Russell, and Jon Pecora of Keller Williams recently participated in St. John's 32nd Annual Golf Tournament. This year’s tournament helped to raise funds which will provide St. John’s residents with meaningful programs and enjoyable activities over the next year. WOC Group / Cheryl Speranza Leadership Institute June, 2021 Members of GRAWA’s Women Of Color (WOC) Group led a program for the Cheryl Speranza Leadership Institute at Our Lady of Mercy School for Young Women in Rochesterof GRAWA’s Women Of Color (WOC) Group led a program for the Cheryl Speranza Leadership Institute at Our Lady of Mercy School for Young Women in Rochester. Read More > Groundbreaking of the Hubbard Springs Apartments June, 2021 Bishop Sheen Ecumenical Housing Foundation and Rochester's Cornerstone Group on the groundbreaking of the Hubbard Springs Apartments that will provide 72 households, including some with disabilities, with much-needed affordable homes housing in Chili. Read More > Casual for a Cause June, 2021 Underberg & Kessler LLP designates Fridays as Jeans’ Day and collects donations which are then provided to various local organizations in support of their initiatives. Seniorsfirst, a not-for-profit organization that raises funds to help support Kirkhaven 's Transitional & Long Care residents with companionship, community, purpose, and solutions to meet seniors’ needs, was designated this month. If you would like to learn more about Seniorsfirst Communities and Services, click the link HERE . "Hope Builds" Virtual Gala May, 2021 U&K was proud to support the Flower City Habitat for Humanity's 20th Annual “Hope Builds” Virtual Gala. Two of our partners, Kate Karl and Patrick Cusato were in attendance to help support Habitat for Humanity’s efforts to raise awareness and funds that provide families with a place to live and thrive in Rochester. If you like to learn how you can help support Flower City Habitat for Humanity, please click HERE . Casual for a Cause May, 2021 Underberg & Kessler LLP designates Fridays as Jeans’ Day and collects donations which are then provided to various local organizations in support of their initiatives. Underberg & Kessler LLP selected the Center for Disability Rights , a non-profit organization that assists those with disabilities with how to live independently and advocate for themselves, as the organization to support through our UK Cares program. If you would like to learn more about CDR, feel free to contact our partner and member of CDR’s Board of Directors, Justin Alexander, or click HERE . Below are the other organizations that we have supported through our Casual for a Cause Jeans' Day initiative since May 2019: ARC of Monroe Bishop Sheen Ecumenical Housing Foundation Brain Injury Association of New York State Danny Did Foundation (Epilepsy/Sudden Unexpected Death) Flower City Habitat for Humanity Lifespan of Greater Rochester Monroe County American Legion Honor Guard Mortgage Bankers Association/Rochester City School District Drive Rochester Area Interfaith Housing Foundation Rochester Housing Charities Rochester Housing Development Fund Small Business Council Thanksgiving Appeal Society for the Protection of Children St. Ann’s Foundation St. John’s Foundation The Landmark Society of Western New York The Leukemia & Lymphoma Society Us Too/Prostate Cancer Veterans Outreach Center Victor Farmington Library Volunteer Legal Services/Art of Lawyering

Underberg & Kessler LLP, a growing mid-sized law firm, is seeking a Corporate Associate Attorney for our Rochester, NY law office.  CORPORATE ASSOCIATE ATTORNEY This Position Reports to Our Rochester, NY Law Office Salary Range: $120,000–$150,000 Underberg & Kessler is a full-service law firm known for delivering exceptional legal counsel across a wide range of industries. Our Corporate Practice Group is a dynamic and highly collaborative team serving clients in mergers and acquisitions, financial/securities offerings, governance and compliance issues and other business transactions. Underberg & Kessler is seeking a talented and motivated Corporate Associate Attorney with 4 to 7 years of experience to join our Corporate Practice Group. The ideal candidate will have significant experience in handling complex corporate transactions and providing strategic advice to business clients. Position Overview: This position will be responsible for handling general corporate legal matters including but not limited to mergers and acquisitions, commercial negotiation, banking, shareholder concerns, corporate technology matters, and entity formations. Responsibilities: Represent clients in mergers and acquisitions and other corporate transactions. Draft, review and negotiate a wide range of business agreements and transactional documents Advise clients on corporate governance, entity formation and compliance matters Work closely with partners, clients and cross-practice teams on sophisticated legal matters Conduct legal research and provide strategic risk assessments and recommendations Qualifications 4-7 years of corporate law experience at a law firm J.D. from an accredited law school and admission to practice in New York State Experience with mergers and acquisitions, financial/securities offerings, governance and compliance issues and other business transactions Ability to manage multiple priorities and thrive in a fast-paced environment Excellent communication and interpersonal skills Experience with private equity or venture capital transactions is a plus What We Offer Competitive salary and associate bonus plan 401(k) with 3% profit-sharing + 2% employer contribution Medical, dental, vision, life, short-term, and long-term disability insurance 4 weeks paid time off + paid holidays Hybrid work schedule after onboarding Professional mentorship and career development support About Underberg & Kessler LLP With a long-standing history of excellence, Underberg & Kessler has been proudly serving businesses and individuals across Western New York for over 100 years. As a trusted legal partner, we are known for delivering top-tier legal services while fostering a supportive and collaborative environment where attorneys can grow, thrive, and make a meaningful impact. Underberg & Kessler LLP is an Equal Opportunity Employer. We value diversity and are committed to creating an inclusive environment for all employees. Please submit your cover letter, references and resume to Leslie Helmerci, Legal Operations Manager, at lhelmerci@underbergkessler.com . Apply

Executive compensation and employment agreements are legally complex. The manner in which these agreements are structured can carry major business and tax implications for both the employer and the executive employee. At Underberg & Kessler, we have a team of attorneys in Rochester, Buffalo, Canandaigua, Webster & Geneseo who are experienced in these executive compensation and agreement matters. EXECUTIVE COMPENSATION & EMPLOYMENT AGREEMENTS Executive compensation and employment agreements are legally complex. The manner in which these agreements are structured can carry major business and tax implications for both the employer and the executive employee. At Underberg & Kessler, we have a team of attorneys in Rochester, Buffalo, Canandaigua, and Geneseo who are experienced in these executive compensation and agreement matters. We have experience assisting both executives and employers in these matters. Our attorneys will guide you throughout the process, drafting agreements for the employer, or reviewing them for the executive. Considerations For The Employer: What Do I Need to Know? When structuring and drafting these agreements, our attorneys will align the agreements with the employer’s goals. We have the capabilities of assisting the process by offering the following legal services: Drafting compensation plans for executives Drafting of employment agreements for executives and other employees Structuring of severance clauses including golden parachute considerations Structuring of bonus clauses and deferred compensation Structuring equity incentives including incentive stock options, non-qualified options, and restricted stock Tax compliance matters Contact us here to speak to our attorneys regarding structuring an employment agreement. Considerations For The Executive Employee: What Do I Need to Know? It is wise to have agreements of such importance reviewed by an attorney well versed in these matters. Legal services our experienced team of attorneys offer include: Section 83 tax planning Review and negotiation of executive employment and compensation agreements Explaining stock compensation issues Negotiation of covenant not to compete and severance arrangements Tax compliance matters Contact us here to speak to our attorneys about an executive agreement matter. Executive Compensation & Employment Agreements Experience Our Experience in Western, NY and Beyond •Represented the CEO of a private equity backed company in negotiating new compensation and severance terms and documenting those terms in a new employment agreement. •Represented the CIO of a technology company in negotiating the terms of a severance plan that would come into effect if there was ever a change in control transaction involving the employer. •Represented numerous companies in structuring and documenting employee stock incentive plans, including incentive stock options, nonqualified stock options and restricted stock. •Represented companies in drafting and implementing phantom stock plans to provide equity like incentives to key employees. •We have assisted both executives and employers in negotiating separation agreements upon termination of the employment relationship, that balance severance payments with confidentiality obligations, covenants not to compete or non-solicitation and non-disparagement provision. OUR EXECUTIVE COMPENSATION & EMPLOYMENT AGREEMENT ATTORNEYS: To learn more about our individual attorneys, please click on their picture to view their biography: Steven R. Gersz Rochester, NY Paul F. Keneally Rochester, NY Helen A. Zamboni Rochester, NY https://www.underbergkessler.com/contact

Underberg & Kessler LLP, a growing mid-sized law firm, is seeking a Paralegal for its Residential Real Estate Mortgage Lending Practice Group in Rochester, NY. MORTGAGE LENDING PARALEGAL This Position Reports to Our Rochester, NY Law Office We are a growing mid-sized law firm, and we are seeking a Paralegal for our Residential Real Estate Mortgage Lending Practice Group in Rochester, NY. Our ideal candidate must be detail-oriented with a minimum of three years of experience working on residential mortgage transactions with the demonstrated ability to work independently in a fast-paced environment. Working knowledge of residential document generation programs and/or title report preparation is a plus. We look to hire bright individuals who are motivated self-starters and team players with a strong work ethic, enthusiasm for providing excellent client service, and the ability to thrive in a fast-paced environment. Some firms look for employees who live and breathe the law. But at Underberg & Kessler, we look for people with a variety of interests and a rich knowledge base. We believe that well-rounded individuals are of greater benefit to our clients because they bring more depth and understanding to the job. In a familial, yet professional, atmosphere, our commitment to clients extends from the partnership, to the associates, to the support staff. The Firm is an Equal Opportunity Employer. The Firm offers a collaborative and collegial environment, a competitive salary, and benefits package that includes, but is not limited to, medical, dental and vision plans, 401K, disability and life insurance, and paid vacation. To learn more about our Firm, please visit other pages of our website. If you are unable to submit your application due to a disability, please contact Karen Marr, Operations Manager, at kmarr@underbergkessler.com to ask for an accommodation or an alternative application process. Apply

Thinking about acquiring a company or going through a merger? Our attorneys are ready to provide strategic guidance to help you accomplish your goals. MERGERS & ACQUISITIONS Merger & acquisition transactions often require a keen attention to detail and nuanced decisions to be made. At Underberg & Kessler, we have a team of attorneys in Rochester, Buffalo, Canandaigua, and Geneseo whom are experienced in mergers and acquisitions representing both purchasers and sellers. Our attorneys will guide you throughout the entire process, taking action to pursue your goals for the transaction. Considerations For The Purchaser: What Do I Need to Know? After determining what the goals of the acquisition are for your business, we have the capability to provide the following legal services: Due diligence of the target Assistance in determining the best deal structure Drafting and negotiating the letter of intent and acquisition agreement Advising on regulatory matters required for the purchase and operation of the target business Organizing financing (whether through a bank or private equity sources) Preparing ancillary documents for the purchase of assets or stock Executing closing and any matters that arise after closing Contact us here to speak to our attorneys about a merger or acquisition. Considerations For The Seller: What Do I Need to Know? If you are looking to sell, or have been approached and want guidance making the best decision for your business, we have the capabilities of offering the following services: Due diligence production Assistance of determining the best deal structure Drafting and negotiating the letter of intent and acquisition agreement Advising on regulatory matters required for the sale of the target business Preparing ancillary documents for the purchase of assets or stock Executing closing and any matters that arise after closing Contact us here to speak to our attorneys about a merger or acquisition. Merger & Acquisition Experience Our Experience in Western, NY and Beyond •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 a privately held company in the sale a line of business to a publicly held company in an approximately $15 million transaction, including negotiation and drafting of the asset purchase agreement along with ancillary closing documents. •Represented a privately held purchaser in the acquisition of a competitor, that had operations domestically and in Asia. Our legal work involved drafting, negotiations, and closing the acquisition agreement, an employment agreement with one of the principals of the seller and coordination with special counsel handling the legal aspects of the Asian operations. •Represented a corporation and its majority shareholder in connection with a $19,000,000 sale by all shareholders (of which one was an ESOP) of a portion of their stock to a private equity firm, resulting in the buyer acquiring a majority of the stock and termination of the ESOP. Our work included assistance with the due diligence process, negotiation of the letter of intent and drafting, negotiating and closing the definitive agreement and ancillary agreements. OUR MERGER & ACQUISITION ATTORNEYS: To learn more about our individual attorneys, please click on their picture to view their biography: James A. Coniglio Geneseo, NY Steven R. Gersz Rochester, NY Anna E. Lynch Rochester, NY Helen A. Zamboni Rochester, NY https://www.underbergkessler.com/contact