Covendium - Secure Your Legacy

1. You Are Not Alone Bad things happen to good people. And while that may be the way of the world, it does not have to be the end of your world. Covendium can help Covendium specializes in comprehensive commercial debt restructuring and resolution for clients whose financial model has been compromised by debt service payments that have become unsustainable. For some of our clients, all they need is an experienced negotiator to provide their lender with the reality of the financial situation and the tool-set to restructure their obligations. For other clients, Covendium may assist in the replacement of the debt from a bank to a private funding source. Our team of professional advisors has successfully negotiated client obligations totaling over $4.5 billion in liabilities with every major national and super-regional bank, as well as numerous community banks and non-bank lenders. "Covendium figured out how to get the cash flowing again. They're experts at building a team to help you survive." — D. Andrew Clark, President/CEO — Clark Properties Rick Marchetta Director Client Development - South Florida 2500 Quantum Lakes Dr. #203 | Boynton Beach, FL 33426Cell 561-601-2727| Fax 407-284-4443 | rmarchetta@covendium.com www.covendium.com Orlando, FL | New York, NY

2. Gregg GrauerChief Executive Officer & Founding PartnerFocusCapital MarketsResolution StrategyInvestor RelationsCareer HighlightsManaging Director, Deutsche Bank Structured Capital MarketsSenior Law Clerk, United States Tax CourtEducationL.L.M., New York University of LawJ.D., Hofstra School of LawB.S., University of MichiganLicenses & CertificationsMember of the Bar - NY, D.C. & COFINRA/NASD Series 7 & Series 63 Mr. Grauer is a respected expert in structured financial transactions and a former Managing Director of Deutsche Bank, directing operations in New York, London, Frankfurt and Asia. Additionally, Mr. Grauer has consulted as a transaction originator and structuring consultant for a number of international financial institutions. At Covendium, Gregg is focused on expanding the business nationally and creating relationships with private sources of capital to provide Covendium clients with funding sources if they cannot continue their relationship with their current lender. In addition to his Covendium responsibilities, Mr. Grauer is very active in charitable organizations. Gregg is a certified EMS volunteer and was a two term president of the Katonah Bedford Hills Volunteer Ambulance Corps in New York.

3. Douglas Long President & Founding Partner Focus Client Development Community Relations Career Highlights Chief Executive Officer and Founding Partner, Pinnacle Financial Corporation Chairman, Boys & Girls Clubs of Central Florida Education B.A., Business Administration, University of Central Florida Awards Inaugural Member, UCF School of Business 'Hall of Fame' Mr. Long knows what it takes to take a concept and turn it into a business powerhouse. In 1988, Mr. Long co-founded Pinnacle Financial Corporation, which he guided to become one of the largest privately held mortgage companies in the United States. Doug is focused on driving the same accelerated growth for Covendium, leading the national expansion of the business and creating valuable business partnerships with leading attorneys, financial advisors and complementary consulting firms. In addition to his Covendium responsibilities, Mr. Long is very active in charitable organizations. He has served as Chairman of the Board for the Boys & Girls Clubs of Central Florida and was the first inductee into the University of Central Florida, School of Business Hall of Fame.

4. Jonathan Gorman Managing Director, Consulting Services Focus Client Services & Advocacy Marketing Financial Controls Career Highlights Senior Finance Executive - Ford Motor, General Electric, Honeywell & Thermo Fisher Scientific Education B.B.A., University of Michigan School of Business M.Acc., University of Michigan Grad. School of Business Certifications and Licenses Licensed Certified Public Accountant Six Sigma Black Belt & Lean Expert Member: AICPA, FICPA & TMA Mr. Gorman has worked as a senior financial executive for some of the most admired companies in the World, including Ford Motor, Honeywell and GE Capital. Throughout his career, Jonathan has accepted technically challenging roles that require a hands-on leader to improve the operational and financial effectiveness of troubled acquisitions and under-performing business units. Jonathan is the Managing Director of the Consulting Practice at Covendium, focusing on general management consulting, wealth advisory, valuation and litigation support services. Mr. Gorman is a licensed Certified Public Accountant in Florida and Illinois, a member of the AICPA Forensic and Valuation Services section and has been appointed to the Valuation, Forensic Accounting and Litigation Support Conference Committee by the Florida Institute of CPAs. Mr. Gorman has been identified by the National Entrepreneur Center as one of the 100 most engaged community and business leaders in Central Florida.

5. James Meehan Managing Director, Capital Access Focus Client Access to Capital Markets Innovative Capital Structure Solutions Investor Business Development & Relationship Management Career Highlights General Counsel, Bank of Bermuda Managing Director, MeesPierson, Global Private Banking Education LLB, Dalhousie & Cambridge Schools of Law MBA, London School of Economics BA, University of Alberta Mr. Meehan is a respected expert in sourcing and structuring debt and equity capital from domestic and international investors and institutions. Prior to Covendium, James served as General Counsel for Bank of Bermuda, and as Managing Directors for MeesPierson and Cantor Fitzgerald. James Meehan has personally raised and deployed well over $5 billion in investment capital. As Managing Director of Covendium Capital Access, James is focused on creating and structuring traditional and alternative capital sources for Covendium Clients and managing the domestic and international investors that are interested in providing capital to Covendium clients. Outside of Covendium, James spends as much time as possible on the water, and serves in the United States Coast Guard Auxiliary. He is also a passionate volunteer and contributor to the Boys & Girls Club of America and the American Kennel Club. James and his family make their home in Miami, Florida.

6. Cody J. Smith Senior Managing Director Focus Private Placement Capital Sourcing Resolution Strategy High Net Worth Clients Career Highlights Managing Director, Thinami Consulting Founding Principal, Kaschke, Smith & Tysdal Capital Education B.A., Nebraska Wesleyan University Mr. Smith combines corporate experience as a futures trader, founding member of KST Capital and managing director of Thinami Consulting with functional expertise in finance, business development and real estate. Mr. Smith has excelled in his every endeavor, whether employed by public and private entities or as a hands-on entrepreneur in his own highly profitable enterprises. Since joining Covendium as the Senior Managing Director, Mr. Smith has developed the strategy and lead negotiations for over $4.5 billion in debt workouts with every major national and super-regional bank, as well as numerous community banks and non-bank lenders.

7. John Hyltin Managing Director, Client Resolutions Focus Resolution Alternatives & Strategies Capital Structuring Creditor Negotiations Solution Implementation Career Highlights Former practicing CPA - audit/tax Chief Restructuring Officer for a National Private Equity Firm Significant background in M&A and capital markets Education B.B.A. in Accounting, University of Texas Certifications & Memberships Turn Around Management Association (TMA) Association of Insolvency and Restructuring Advisors Mr. Hyltin has been helping businesses raise capital and restructure their balance sheet for over 25 years. Mr. Hyltin has worked for a leading LBO / private equity business and served as Chief Financial Officer for multiple public and privately held businesses. He has leveraged his knowledge of GAAP accounting with practical financial analytics to raise hundreds of millions of dollars in capital for acquisitions and divestitures. John leads the Client Resolution section for Covendium, establishing resolution negotiation strategy and personally negotiating the most challenging engagements. He is a member of the Turn Around Management Organization, and a former licensed CPA in the State of Texas. "Leadership is a matter of having people look at you and gain confidence, seeing how you react. If you're in control, they're in control. —Tom Landry

8. Brian Clapp Managing Director, Client Analytics Focus Client Financial Analysis & Risk Assessment Resolution Support Analytics & Modeling Career Highlights Partner, Cobia LLC, Real Estate Investments Executive, Lennar Homes Education M.A., Real Estate Planning and Development, University of Massachusetts, Amherst MBA, Georgetown University Mr. Clapp joined Covendium after a distinguished career in commercial real estate – most notably leading Land Operations in the Carolinas Region for Lennar Homes. Brian is responsible for managing Covendium’s client consulting team, directing all client-related financial analytics and developing the financial proposals Covendium uses to negotiate directly with its clients’ lenders and potential new investors. Mr. Clapp holds a Master in Real Estate Planning and Development from the University of Massachusetts at Amherst and a Master in Business Administration from Georgetown University. Brian is an avid golfer with a plus 10 handicap. Mr. Clapp resides in Miami, FL. “Covendium is the premier financial advisory service for private organizations, family businesses and high net worth individuals that have encountered financial hardship due to the economic downturn and tight credit markets."

9. The Evaluation Process Because your resolution must be custom tailored to your current situation and legal jurisdiction, Covendium has a rigorous client evaluation process. Before any resolution contracts are signed, your overall financial situation will be evaluated, along with the assets and obligations that would be under engagement. If we can help, we’ll discuss a range of potential outcomes and strategies...with the understanding that your creditor will also have their own strategy. Because careful planning can be the difference between creating the leverage to secure your legacy and a sub-optimal solution, a confidential evaluation prepared by experienced bankruptcy and litigation law firms will be developed. If you’ve already secured counsel, Covendium will work side-by-side with your own advisors to ensure that your resolution strategy is vetted by those you trust the most. Throughout the process, you will be supported by a Client Advocate that will make sure you and your advisors are kept abreast of the negotiations and next steps. "The Covendium Evaluation Process is designed to assist our clients, organize their financial situation and provide a roadmap to their potential resolution strategy. Even clients that have decided not to engage Covendium benefit from the work product we provide." —Eric Garms, Client Services

10. Develop Your Strategy Covendium’s proprietary risk assessment and financial advisory tools have been battle tested to ensure we always have more information at our disposal than your creditors. In negotiations, knowledge is power and Covendium’s due diligence process along with our library of successful resolutions allow us to propose unique solutions that will satisfy the most rigid bank committees. In the first week of your engagement, your Client Advocate will let you know what specific information is needed...from bank statements to copies of debt agreements. Once we’ve collected all of your information, we’ll put together a comprehensive, confidential personal financial statement that appropriately reflects your financial position for debt restructuring negotiations. At all times, we will treat your financial information with the highest levels of security and confidentiality...and will never release financial information without your explicit consent. "I love the man that can smile in trouble, that can gather strength from distress, and grow brave by reflection." --Thomas Paine

11. Negotiate Your Solution In the end, Covendium Clients care most about the solution at the completion of the engagement. For the assets and obligations under engagement, Covendium will ensure that our resolution is profitable in current economic times...and even more when our economy expands. Some of our clients just need a bridge over the next few years, but most of our clients come to Covendium for a comprehensive debt restructure that will stand the test of time. Covendium has negotiated over $4.5 billion in client obligations...with solutions as diverse as a simple deed in lieu to a comprehensive debt restructure using third party, private funds. Covendium has secured new financing for clients that never thought anyone would lend to them again, and have re-invigorated banking relationships that both parties thought were spoiled for good. "To save the world is the simplest thing in the world. All one has to do is think." - Leonard Peikoff

12. Covendium Consulting Services - Rebuilding American Business For many Covendium clients, unsustainable debt is a byproduct of poor market timing or legacy business issues long since resolved. But for a number of our clients, a successful debt restructuring isn’t enough. The Consulting Services team at Covendium can be engaged to assist our clients in refocusing, and in some instances restructuring, the core of their business to not only profit in these unsure economic times, but thrive when the economy is back on track. As part of Covendium’s client intake, Covendium Consulting Services may be asked to review your business, discuss your strengths and weaknesses and identify the critical modifications that could be the difference between just competing... and leading your competitors. Providing value-added Consulting Services is just another Covendium Difference. “A successful turn-around isn’t about cutting costs, it’s an opportunity to take a deep look at your business and grow where the clients are – not where they used to be.” —Jonathan Gorman,Managing Director

13. Secure Your Legacy Nobody going through financial distress ever wants to experience it again. But if you think about it, some of the most successful business professionals have reached their professional apex after suffering through a financial crisis. The reality is that by learning from what got us into financial distress, we can protect ourselves and see the signs of potential distress early enough to not only avoid the distress, but possibly profit from our foresight. Your Covendium specialist has your back in times of distress and success. As part of the Covendium network, you may be given the opportunity to invest directly or indirectly into companies that are willing to pay a premium for access to capital, with Covendium providing you the certainty that the borrower's financials are solid. You’ll also be invited to read ‘THE COMPASS’, Covendium’s weekly blog on surviving and thriving during these uncertain economic times. "We were on the brink of cashing in our children's college fund to survive. With Covendium's help, those funds are safe and secure." —Covendium Client

14. Rick Marchetta Director Client Development – South Florida Career Highlights Principal and Founder of Atlas Holding Corp. Commercial Brokerage Principal and Founding Partner of Florida Group Investments, Inc. - Syndication of Florida Land Trusts Principal and Founding Partner of Membership Realty Residential and Commercial Brokerage Company - Sales and Financing Florida Trend "Top 20 Brokerage Companies" Education BA, University of Massachusetts, Amherst Post Graduate NYIT, Westbury Charities and Interests Ayn Rand Institute, Children's Home Society "It is not the critic who counts: not the man who points out howthe strong man stumbles or where the doer of deeds could have done better. The credit belongs to the man who is actually in the arena, whose face is marred by dust and sweat and blood, who strives valiantly, who errs and comes up short again and again, because there is no effort without error or shortcoming, but who knows the great enthusiasms, the great devotions, who spends himself for a worthy cause; who, at the best, knows, in the end, the triumph of high achievement, and who, at the worst, if he fails, at least he fails while daring greatly, so that his place shall never be with those cold and timid souls who knew neither victory nor defeat.“ President Teddy Roosevelt