Loofbourrow Associates is a private investment banking firm that provides corporate finance services including mergers and acquisitions, private placements of debt and equity, and financial advisory services. It focuses on middle-market companies and transactions ranging from $5 million to $500 million. The firm has deep experience in structuring and executing various types of transactions, including leveraged buyouts, management buyouts, and raising capital for growth, acquisitions, and other purposes. It maintains relationships with various financing sources to meet clients' capital needs.

1. Private Investment Banking Member FINRA, MSRB,SIPC Statement of Professional Qualifications John W. Loofbourrow Associates, Inc.

2. Overview of Loofbourrow 1 Mergers and Acquisitions 2 Private Placements 3 Financial Advisory Services 4 Raising Private Capital 5 Professional Biographies 6 Recent Representative Transactions 7 Section

3. Overview of Loofbourrow

4. Overview of Loofbourrow John W. Loofbourrow Associates, Inc. (“Loofbourrow”) is a United States based private investment banking firm providing expert corporate finance services to middle-market businesses. Founded in 1980, the firm has developed into a boutique investment bank that provides a full range of investment banking advisory services with respect to privately negotiated corporate finance assignments. We have organized these services into three primary groups: Mergers and Acquisitions Private Placements of Debt and Equity Distressed Advisory and Restructurings Loofbourrow provides advisory services to middle-market companies in transactions ranging from $5 million to $500 million. Our focus is primarily on public and private middle-market businesses, including: Privately-held entrepreneurial businesses Private equity groups and their middle-market portfolio companies Large public and private companies and their middle-market divisions and subsidiaries Small and mid-cap public companies

5. Overview of Loofbourrow Historically, the firm began its corporate advisory services in structured finance. Since 1980, we have completed more than 100 asset-backed and structured transactions, aggregating over $3 billion. Loofbourrow is a known innovator in privately placed and Rule 144A asset securitization transactions. First home-equity securitization (1988) ADVANTA Mortgage Corporation – Four transactions totaling $177 million First securitization of factored receivables rated Aaa First securitization of alternative student loans rated Aaa First start-up project rated Aaa/AAA Loofbourrow has particular expertise executing transactions with new or esoteric asset classes and for first-time issuers. Our professionals’ individual success is based on our deep and current knowledge of the capital markets and our ongoing relationships with various financing sources including: major banks, commercial finance companies, insurance companies, hedge funds, and institutional private equity funds.

6. Overview of Loofbourrow Loofbourrow’s professionals employ a proven interdisciplinary approach to all transactions and is accustomed to evaluating complex and challenging situations under significant time constraints. Our broad services offering and transaction experience enables Loofbourrow to provide our clients with a “One-Stop” suite of services. We believe this enhances the overall success of a transaction while providing the utmost in confidentiality. We have worked closely with owners and managers of private companies for many years, and are committed to building solid, long-lasting relationships based on personal trust, professional integrity, and hard work. Loofbourrow is totally committed to, and uniquely focused on, maximizing results for clients. The firm consistently delivers superior outcomes, providing the best solutions at maximum values and on optimum terms, achieving or exceeding clients’ financial and non-financial goals time and time again.

7. Loofbourrow Mergers and Acquisitions Strategic Alternative Assessments Sales Mergers Corporate Divestitures Strategic Acquisitions Joint Ventures Strategic Alliances The following represents Loofbourrow’s full-service capabilities: Overview of Loofbourrow Private Placements Securitizations Growth Capital Recapitalization/Refinancings Working Capital Acquisition Financing Off-Balance Sheet Transactions Employee Stock Ownership Plans (“ESOP’s) Real Estate Transactions Bankruptcy Remote Structures Financial Advisory Services Capital Structure Chapter 11 Bankruptcy Debt Refinancings DIP Financings Out of Court Recapitalizations Claims and Contract Analysis Traditional Financial Advisory Distressed Advisory and Restructurings Business Plan Review Stakeholder Negotiations Business Consulting Expert Testimony Asset Valuation Due Diligence Monitoring

8. Overview of Loofbourrow Over the course of their professional careers, Loofbourrow’s professionals have developed specialized industry experience in the following areas: Loofbourrow Financial Services and Specialty Finance Consumer Products and Services Healthcare Oil and Gas Food and Beverage Printing/Publishing and Media Real Estate Manufacturing Transportation and Aviation

9. Mergers and Acquisitions

10. Mergers and Acquisitions Loofbourrow focuses its corporate finance services on a diverse range of clients and offers the advantage of experience gained through years of involvement in highly sophisticated transactions. Loofbourrow’s areas of financial advisory expertise include: Initiating and closing mergers and acquisitions Raising equity and debt capital Structuring and Financing leveraged transactions Assisting financially troubled companies Structuring and financing ESOP and management buyouts Our Mergers and Acquisition capabilities include: Advising clients in the development and formulation of merger, acquisition and divestiture strategies Identifying potential buyers or acquisition targets Establishing valuation criteria and ranges Developing alternatives and recommending appropriate courses of action Structuring and negotiating transactions

11. Mergers and Acquisitions Arranging acquisition financing for buyers, consisting of all types of debt and equity Identifying, screening and initiating discussions with potential buyers and sellers Assisting in the preparation of confidential information selling memorandums Coordinating legal, tax and accounting and other closing-related activities

12. Private Placements

13. Private Placements Historically, the firm began its corporate advisory services in structured finance. Since 1980, we have completed more than 100 asset-backed and structured transactions, aggregating over $3 billion. Loofbourrow is a known innovator in privately placed and Rule 144A asset securitization transactions. First home-equity securitization (1988) ADVANTA Mortgage Corporation – Four transactions totaling $177 million First securitization of factored receivables rated Aaa First securitization of alternative student loans rated Aaa First start-up project rated Aaa/AAA Loofbourrow has particular expertise executing transactions with new or esoteric asset classes and for first-time issuers. The needs of private placement market clients are distinct and specialized. We believe that these needs are addressed with solutions, rather than products. Our reputation in the market has been second to none because we have always focused on the client, rather than the deal.

14. Private Placements Loofbourrow has the ability to assist companies in evaluating strategic alternatives and placing privately-held securities to accredited investors, broadly defined as Regulation D (“Reg D”) securities in the private capital markets. Specifically, Loofbourrow will assist companies with the planning, structuring, negotiation and execution of newly-issued securities. Loofbourrow has extensive relationships with key insurance companies, commercial banks, specialty finance companies, leasing companies, mezzanine funds, minority equity funds and equity sponsors which focus solely on middle market company financings and equity sponsorship. We specialize in the placement of senior and subordinated debt and private equity for: Acquisitions Recapitalizations Management Buyouts (MBO’s) Leveraged Buyouts (LBO’s) Employee Stock Ownership Plans (ESOP’s) Growth Financings Refinancings Going-Private Transactions

15. Private Placements Our private placement capabilities are segregated into four main categories including: Loofbourrow Associates Structured Finance Public Finance Business Finance Real Estate Finance Asset Based Loans - Revolver - Term Loan Capital Expenditure Lines Cash Flow Loans Institutional Term Loan B Tranche B Secured Debt Limited Mortgage Recourse Notes Subordinated Debt Second Collateral Institutional Loans Convertible Debentures Preferred and Common Stock Securitizations Warehouse Facilities Commercial Paper Lines Tax Exempt Taxable Bridge Financing Construction Financing Senior Financing Credit Tenant Leases

16. Private Placements Monetize existing assets and future cash flows Private Placement Market is flexible: Revolving and term debt Rated or un-rated execution Single or multi-class structures Fully or partially guaranteed structures often available Structured Finance Asset Capabilities Accounts Receivables Auto Loans Commercial Loans Commercial Mortgage Loans Consumer Loans Credit Card Receivables Distressed & Non Performing Assets Equipment Franchise Loans Emerging Asset Classes Future Flows Healthcare Receivables Insurance Commissions Intellectual Property Inventory Lease & Loan Receivables Real Estate Small Business Loans Structured Settlements Student Loans Residential Mortgage Loans

17. Private Placements Capital Benefits Improved Liquidity Funding Diversification Cost Savings Monetize existing assets and future cashflows Lower cost of funds by issuing highly rated asset-backed securities to institutional investors For banks, finance companies and other regulated financial institutions, manage regulatory capital requirements by removing (or reclassifying) assets from the balance sheet Balance Sheet Flexibility At client’s option, may provide on- or off-balance sheet funding Financial Measurement Benefits May improve a number of key financial ratios, including Return on Equity (ROE) and Return on Assets (ROA) Provide access to wider investor base, reduce reliance on traditional sources and existing lenders. Risk Management Limit risk exposure to (or protect) specific assets Asset Management In securitizations, retain effective control and residual income “upside” of assets sold. Structured Finance Benefits Depend on the Client’s Objectives and Choice of Structure:

18. Private Placements Structured Finance transactions can be very flexible Further, there is potential liquidity from almost any cash generating asset Licenses, Copyrights, Patents, Royalties . . . (Technology, Software, Medical Devices, Pharmaceuticals, Trademark, Entertainment, Distribution Rights , etc.) Intellectual Property Franchise Loans/Leases/Fees, Finance Leases Non-Traditional Assets Commercial & Consumer Receivables, Operating Leases Traditional Financial Assets Liquidity from Out of Favor or Under/Non Performing Assets – retain upside in asset Distressed Assets Raise liquidity from “Non-Strategic Assets” without incurring tax liability – retain option on asset Sale Alternative Facility Usage/Tolling Fees, Insurance Commissions, Take or Pay Contracts Future Flows Examples Type

19. Private Placements Loofbourrow focuses its corporate finance services on a diverse range of clients and offers the advantage of experience gained through years of involvement in highly sophisticated transactions. Our clients have initiated transactions for the following reasons: Acquisition Financing Recapitalizations Refinancings Management Buyouts, Leveraged Buyouts or in connection with Employee Stock Ownership Plans (ESOP’s) Growth Financing Going Private Transactions Bridge Financing In structuring these transactions, Loofbourrow’s professionals will develop a capital structure that addresses the following key factors: (i) minimization of cost; (ii) limitation of dilution; (iii) maximization of liquidity; and (iv) overall fit for the client. Over the years, in order to finance these transactions, Loofbourrow’s professionals have developed extensive relationships with key insurance companies, commercial banks, specialty finance companies, leasing companies, mezzanine funds, minority equity funds and equity sponsors which focus solely on middle market company financings and equity sponsorship. Business Finance

20. Private Placements Companies may elect to pursue a Business Financing transaction if it views itself as: Having little access to the public markets given its size, brief history and/or historical financial performance Being a complicated business or “story” credit, perhaps because it is financially challenged or distressed Wanting to stay private and minimize disclosure, or wanting to go private to minimize disclosure Having substantial fixed assets/collateral values Wanting to explore relinquishing ownership without accessing the public markets

21. Private Placements If a company is considering a Business Finance transaction, a potential issuer should consider the following: Credit facility or other debt instrument is maturing in the next one to two years Non-compliant with financial covenants Existing lenders are possibly fatigued The company desires to remain status quo and is burdened by a maturing credit facility or other debt instruments. Refinancings Liquidity Existing shareholder wants liquidity event Minimal to moderate leverage De-Leveraging Leverage ratio (Debt/EBITDA) generally cannot exceed 5.0x Potential for insolvency The company would like to re-adjust its balance sheet in a de-leveraging transaction or, conversely, “take some money off the table”, through increased leverage or private equity infusion. Recapitalization Minimal to moderate leverage Fragmented industry Strong management team The company has indicated that they would like to become acquisitive, potentially acting as a platform for an industry consolidation. Acquisition Feasibility Considerations Strategic Direction Type of Financing

22. Private Placements MBO/LBO Significant interest from financial buyers Existing management want to remain in place Minimal to moderate leverage ESOP Strategic or financial buyers are not interested Existing shareholders want liquidity using tax advantages of structure 401-K or defined benefit plan exists Consistent cash flow Large payroll base The company would like to relinquish ownership; however, strategic acquirers may not be viable buyer candidates and an IPO may be impractical. In certain cases, LBO’s may fail to maximize shareholder value, in which case management (MBO) or employees (ESOP) will look to purchase the existing equity. MBO’s/LBO’s/ESOP’s Minimal to moderate leverage Strong management team Strong industry dynamics The company has indicated that they would like to achieve organic growth in their business, but will require new capital to do so. The company would like to maintain ownership in the business and avoid public reporting. Growth Feasibility Considerations Strategic Direction Type of Financing

23. Private Placements Limited trading volume Minimal market capitalization Minimal leverage Significant interest from financial sponsors The public company is looking to minimize disclosure requirements, potentially because of the company’s size and/or lack of trading volume does not support the costs and reporting requirements of Sarbanes-Oxley. Going Private Minimal to moderate leverage Significant collateral Expensive The company is in need of short term liquidity (12 to 18 months) in order to “bridge” to another transaction. Bridge Financing Feasibility Considerations Strategic Direction Type of Financing

24. Private Placements Commercial Real Estate transactions may take the structure of: Bridge Loans Construction and Permanent Loans Senior and Subordinated Mortgages Credit Tenant Leases Sale Leaseback Real Estate Finance Real Estate Capabilities Apartments Casinos Convention Center Golf Courses Hotel/Motel Financing Consumer Finance Industrial and Commercial Buildings Shopping Centers Specialty Real Estate Stadium

25. Private Placements Public Finance transactions may take the structure of: State and/or Federal tax exempt financings Revenue Bonds Tax Exempt Authorities Industrial Revenue Bonds Public Finance Public Finance Capabilities Hospitals Nursing Homes Continuing Care Retirement Communities Educational Institution Municipalities Equipment Finance Facility Finance Expansion Financing Project Financing

26. Financial Advisory Services

27. Financial Advisory Services The firm’s Capital Advisory Services provides consulting, negotiation, asset valuation and expert witness testimony Non-conflicted expertise Tailored to meet clients needs Traditional Financial Advisory Capital Advisory Capabilities Asset Valuation Expert Witness Due Diligence JV Advisory M&A Advisory Monitoring Negotiation Recapitalization Planning Structuring Services

28. Financial Advisory Services Loofbourrow’s professionals have extensive experience in restructuring situations. Our collection of professionals have the experience to devise and implement numerous strategies available in and out-of-court, corporate reorganization or Chapter 11 situations. Loofbourrow’s specific restructuring capabilities include: Business Plan Review Capital Structure Development Debt Refinancings DIP Financings Out of Court Recapitalizations Stakeholder Negotiations Claims and Contract Analysis Valuations Expert Testimony Distressed Advisory and Restructurings

29. Raising Private Capital

30. Raising Private Capital Characteristics Attractive Capital Raising Alternative Relative to raising financing in the public markets, the private sale of corporate debt and equity to one or more of a limited group of sophisticated investors can be an attractive capital raising alternative due to: Competitive pricing Lower issuance costs Quick execution Customized Financing The private placement market allows issuers of diverse credit and investment quality to negotiate transactions with terms and conditions customized to their specific financing needs. Available to Companies of All Sizes The private placement market is available to all types of companies, from small family-owned businesses to large Fortune 500 companies. Array of Financing Alternatives Capital sources in the private placement arena provide a wide array of financing alternative from senior debt to junior common equity, each with different characteristics.

31. Raising Private Capital Role of a Private Placement Agent Maintain relationships with all types of financing sources to ensure priority assessment of investment opportunities and understand changing investor preferences. Advise client regarding “optimal” capital structure. Package the investment opportunity in a concise and professional offering memorandum, emphasizing the company’s strengths while addressing its weaknesses. Determine the universe of likely potential investors. Represent the client in the private placement market. Minimize the time requirements of management. Create a competitive environment. Negotiate the most favorable terms available. Oversee the documentation process.

32. Raising Private Capital Key Steps in the Private Placement Process Evaluate client’s needs Analyze underlying financials, assets and/or cash flows Identify key risks and mitigants Due Diligence Assist in preparation of projections Provide advice on market conditions and indicative pricing Design transaction to meet client’s needs Evaluate need for credit enhancement Negotiate external credit support, if applicable Address legal, regulatory, tax and accounting issues Coordinate ratings process, if applicable Prepare investor presentation Assist in preparing Private Placement Memorandum or Offering Circular Identify potential investors Obtain preliminary investor commitments Monitor transaction performance Advise on refinancing opportunities Keep client informed of market conditions and opportunities Evaluation Structuring Marketing Closing Post Closing Coordinate Investor Due Diligence Supervise legal documentation Arrange closing and funding transaction

33. Raising Private Capital Transaction Structuring and Development of the Terms Through its active client representation in the private placement markets on a frequent and regular basis, and by maintaining contact with all types of financing sources, the professionals of Loofbourrow possess a thorough understanding of changing market conditions. This expertise enables the firm to work with issuers to structure transactions that best satisfy their financing objectives at the best possible price and terms. We work with clients to devise covenants that provide the appropriate flexibility to properly manage their businesses while balancing the trade-off between the types of covenants and the pricing of a specific issue. To assure continuity in financing documentation and to continue to enhance established relationships, an issuer may first seek financing from its existing financing sources. On the other hand, an issuer may develop financing requirements that are not able to be satisfied by its existing financing sources. In the latter situation, Loofbourrow is able to unite issuers and financing sources that best fit each other’s investment objectives. Private Placement Memorandum Preparation Because investors review many transactions simultaneously, Loofbourrow assembles complete, yet concise, offering memoranda that enhance investor interest and elicit quick responses. In addition to the presentation of descriptive and financial information, the offering documents we prepare are designed to specifically satisfy most of the questions posed by the various institutions as they relate to the placement’s specific credit or investment evaluation. Generally, a memorandum includes a detailed description of the company and its existing financial position, relevant industry and market information, a discussion of any accounting complexities and an analysis of the issuer’s projected financial performance. As a result of rapidly changing market conditions, our objective is to minimize the time from initial market entrance to a client’s acceptance of an investor’s commitment.

34. Raising Private Capital Transaction Marketing By obtaining a thorough understanding of its clients’ businesses, Loofbourrow is able to effectively convey to investors the unique attractiveness of an offered security. This level of understanding can be crucial in obtaining positive investor response when offering a complex private placement. To ensure the execution of a transaction that best serves our clients’ needs, we market the issue in a planned, orderly and thorough fashion. Transaction Negotiation To begin the process, Loofbourrow conducts introductory phone conversations with investors, discussing the basic terms of the security offered, the operations of the issuer and any other relevant information. Loofbourrow will then distribute a private placement memorandum to all interested parties. We work closely with each potential investor, receiving market feedback and indications of interest. Loofbourrow will then negotiate with all parties who have an appropriate level of interest. When final terms, pricing, and covenants are agreed upon, the potential investor’s interest is “circled” subject to documentation and due diligence, at which point the final coupon or equity terms are determined. Transaction Documentation Loofbourrow assists in transaction negotiations with investors, the issuer and their respective legal counsels. In this role, we review all legal documentation, ensuring that the agreed upon terms are properly reflected in the financing documents. Our involvement as an intermediary often proves valuable and helps mitigate any potential conflicts.

35. Professional Biographies

36. Professional Biographies PROFESSIONAL EXPERIENCE John Loofbourrow founded John W. Loofbourrow Associates, Inc. in 1980, and has specialized in institutional private placements for more than 27 years. Prior to founding the firm, he had established the Investment Banking division of First Pennco Securities, where he and his staff structured and sold over $300 million in health care and educational financings. Mr. Loofbourrow began his capital markets career at Salomon Brothers Inc., serving as Director of the Computer Division and Vice President in the Institutional Bond Division. EDUCATION Mr. Loofbourrow holds a B.S. degree in Engineering from Rensselear Polytechnic Institute and did graduate work at Case Western Reserve Business School. Mr. Loofbourrow is a Financial Industry Regulatory Authority (FINRA) Principal and a Municipal Securities Rulemaking Board (MSRB) Principal . John W. Loofbourrow, President PROFESSIONAL EXPERIENCE Scott Schauer joined Loofbourrow in 1998, and has over 18 years of experience in the financial services industry. Prior to joining Loofbourrow, Mr. Schauer was responsible for originating asset-backed purchases for Sumitomo Bank, Limited Bank and its various Commercial Paper conduits. Prior to his experience at Sumitomo, he was with the Private Placement Group of Prudential Insurance, where he analyzed various types of asset-backed securities and developed risk and portfolio management tools. EDUCATION Mr. Schauer holds a BS in Management from Saint John Fisher College and an MBA from the Stern School of Business at NYU. He is also a member of the Financial Industry Regulatory Authority (FINRA) Principal. Scott T. Schauer, Managing Director

37. Professional Biographies PROFESSIONAL EXPERIENCE Andrea Blattman has over 19 years of experience in the financial services industry. Prior to joining Loofbourrow, Ms. Blattman was a Director in the Private Placement group at ING Barings responsible for transaction origination, structuring and distribution globally, and specifically focusing on Latin America. Before going to ING, Ms. Blattman was Vice President and Deputy Manager of the Asset-Backed Finance Group at Banco Santander, S.A., where she developed a substantial book of structured finance business in both commodity and esoteric asset classes. Prior to joining Santander, Ms. Blattman worked in the Mortgage and Asset-Backed Capital Group at Prudential Securities. EDUCATION Ms. Blattman has a Bachelor of Science in Finance / Management from Binghamton University and her MBA degree in Finance / International Business from New York University’s Stern School of Business. She is a member of She is a member of the Financial Industry Regulatory Authority (FINRA). She is also fluent in conversational Spanish. Andrea J. Blattman, Managing Director Brian Foley, Managing Director PROFESSIONAL EXPERIENCE Brian Foley specializes in the business aviation sector. Previously, Brian spent 20 years as Director at Dassault Falcon Jet, a major business jet manufacturer. During this tenure Brian learned the idiosyncrasies of the industry from an insider's perspective, while developing numerous relationships in the business aviation and investment communities. It's from this experience and contract base that Brian is able to provide insightful services which are truly unique. Foley has participated with the National Aircraft Finance Association (NAFA), the National Aircraft Resale Association (NARA), and is a member of the National Business Aviation Association (NBAA). On the Transportation Research Board (TRB) his opinions on business jet production rates including the VLJ Very Light Jet (VLJ) market are used by the FAA for traffic forecasts. He is a regular speaker at the annual SpeedNews Corporate Aviation Suppliers Conference, and also provides updates of the business jet industry to stock analysts and investors. Foley is a full member of the Wings Club. His Career began at the Boeing Company in both engineering and marketing capacities for the commercial aircraft division. EDUCATION Mr. Foley holds a dual degree in mechanical and aerospace engineering from Syracuse University, as well as an MBA in Marketing from Seattle University. He is an instrument rated pilot. He is president of an affiliated company Brian Foley Associates.

38. Professional Biographies PROFESSIONAL EXPERIENCE Cynthia Brooks has worked in the Financial Services Industry for 17 years. She is Founder and Director of BD Capital Management LTD. located in London, England, an affiliate of John W. Loofbourrow Associates, Inc. Ms. Brooks has been a Strategic Advisor to companies in the IT, Financial Services, Retail, and Telecommunications sectors. Ms. Brooks worked for the Northern Trust Corporation as a Vice President and NASD Principal managing a six state team of Financial Planners engaging corporate and Key individual Trust business. As a Vice President at the Harris Trust Corporation, she led a team of Financial Advisors to commence the distribution of Harris Institutional & Retail Fund Management. Her career began as a Financial Advisor at Merrill Lynch and later as a Senior Financial Advisor at Harris Investors Direct, Inc. EDUCATION Ms. Brooks has a Bachelor of Science in Finance from Western Michigan University. She is a member of the Financial Industry Regulatory Authority (FINRA). Cynthia Brooks, Managing Director Amy F. Diamond, Managing Director PROFESSIONAL EXPERIENCE Amy F. Diamond, founder and a Managing Member of Bandel Interests LLC, a private investment firm based in Houston, Texas, for growth and middle market companies in the energy sector. She has more than 25 years of experience in the investment industry including having worked in International Mergers and Acquisitions for Lazard Frères. Prior to Bandel, Ms. Diamond worked as a Managing Director for Triumph Securities Corporation, an energy boutique based in New York City. She has completed more than 50 transactions both in the U.S. and abroad and is experienced in the upstream area, technology services area and petrochemicals. She was an owner and Board member of Glemby International, an international personal care services company with 1300 stores worldwide and was responsible for successfully completing the sale of the Company. . EDUCATION Ms. Diamond has a BA in Psychology from New York University and an MBA in Finance from New York University Graduate School of Business.

39. Professional Biographies PROFESSIONAL EXPERIENCE Thomas A. Thompson is a Managing Director whose 35-year business career includes experience in durable goods manufacturing, telecommunications, electric utilities, banking, financial services, professional services, consumer products, computer hardware, software, tourism, hospitality and aviation. Prior to his affiliation with Loofbourrow Associates he served a wide range of public and private sector clients as vice president of MDI Associates, LLC, a management and valuation consulting firm. Tom began his career at Arthur Young & Company, now Ernst & Young, in the firm's New York City office. He then spent a decade with Garden Way Incorporated, where he filled an increasingly responsible series of financial accounting, planning and corporate development positions. Later, he joined Enable Software as CFO and, subsequently, Bitwise Designs, now Authentidate Holding Corporation, as COO. EDUCATION Tom earned a bachelor's degree in economics from Hamilton College and an MBA from Rutgers Business School. He is a licensed CPA Accredited in Business Valuation, a certified general real estate appraiser, and holds a commercial pilot license. Tom is Managing Director of an affiliated company, Schwartz Heslin Group, Inc. Thomas A. Thompson, Managing Director Andrew C. Vickery, Managing Director PROFESSIONAL EXPERIENCE Andrew C. Vickery is Managing Director at Schwartz Heslin Group, Inc. and Loofbourrow. He has deep experience in corporate, syndicated, structured, project and export finance, capital markets, and restructurings. He manages a significant number of investor relationships and provides corporate finance and restructuring advisory services to a variety of clients. Since 2003, he has been Managing Director of Schwartz Heslin Group, Inc., a financial advisory firm. Prior to 2002, Mr. Vickery was a Director/Vice President with the Investment Bank of JP Morgan Chase and Co. His last assignment with JP Morgan Chase was in Frankfurt, Germany heading a Corporate Finance team responsible for technology, media and telecom names. Prior to that, he was based in Hong Kong and Singapore. EDUCATION Andrew holds a Bachelors degree in economics from the University of Colorado. He manages several private equity and distressed debt investment vehicles. He also serves on a variety of corporate, charitable and advisory boards including Berkshire Taconic Community Foundation, an $80 million endowment, on which he serves on both the Board of Directors and the Investments Committee.

40. Professional Biographies PROFESSIONAL EXPERIENCE David S. Wilson has over 25 years of experience in the automobile industry. Prior to joining Loofbourrow, Mr. Wilson had been President, COO and CFO for several large automobile dealership groups. He has been a trouble shooter for General Motors and Ford Motor Company, providing operational and strategic expertise to successfully turnaround several dealerships experiencing severe operational and financial problems. Mr. Wilson was President and COO for a hedge fund backed group of trouble automobile dealerships which he turned around and positioned for sale. Mr. Wilson was also CFO for a large automobile dealer group in the Washington, D.C. market where he developed internal control and cost saving programs that have remained in effect for over 22 years. Mr. Wilson has extensive experience in benchmarking, due diligence and by/sell agreements and is particularly knowledgeable about the ADP and Reynolds and Reynolds data processing systems. EDUCATION Mr. Wilson has a Bachelor of Science degree in accounting/law from the University of Baltimore and has done post graduate work at several universities. David S. Wilson, Managing Director