ACQUISITION & DISPOSITION ADVISORS ADVISORY & LEGAL SERVICES MALFITANOPARTNERS.COM YOUR PARTNER IN BUSINESS

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1 ACQUISITION & DISPOSITION ADVISORS ADVISORY & LEGAL SERVICES MALFITANOPARTNERS.COM MEMBER

2 OVERVIEW We are trusted partners to companies, corporate boards and management, business, asset or debt acquirers, investors, investment bankers and financial advisors, other law firms and others who value independent strategic thinking, critical insights, and hands on expertise. Malfitano Partners provides real world expertise to real world challenges facing its clients. With a deep understanding of the legal and business aspects of the asset disposition industry, the firm has developed the expertise needed to quickly assess a situation, formulate a comprehensive set of strategic alternatives, and work to quickly to implement the solution best positioned to maximize short- and long-term stakeholder value. Working with a company and its advisors, the firm has the ability to formulate and implement an asset disposition program with respect to retail inventory, furniture, fixtures and equipment, industrial machinery and equipment, real estate, and accounts receivable or combinations thereof. Malfitano Partners was founded by Joseph Malfitano as a New York-based boutique that provides clients globally with a suite of services through two operating companies: Malfitano Advisors, LLC (advisory services) and Malfitano, PLLC (legal services). Malfitano Partners thrives on its ability to deliver a service that creates value in high-impact situations and a result that can be measured by its clients. Both operating companies are lean and nimble, dedicated to providing almost two decades of restructuring and transactional experience to clients in a cost-effective manner.

3 FOUNDER'S BIO When a retail chain holds store-closing sales, factory equipment is auctioned or industrial real estate is sold, Joseph Malfitano is often the lawyer behind the deal. Source: Dow Jones & Company, Inc. Joseph A. Malfitano Joseph A. Malfitano is a nationally known turnaround and restructuring professional who combines considerable big firm experience with an entrepreneur s business acumen and ability to relate to his clients as businesspeople. For the past fifteen years, Joe has been structuring complex asset acquisition and disposition transactions, both in and out-of-court. Joe started his career in Wilmington, Delaware at Young Conaway Stargatt & Taylor, LLP, one of the largest Bankruptcy and Corporate Restructuring departments representing chapter 11 debtors, potential acquirers, secured and unsecured creditors, statutory creditors committees, trustees, and other parties in some of the largest chapter 11 cases. The primary emphasis of his practice was on the representation of debtors in chapter 11 proceedings (primarily cases that involved the sale of the business/section 363 sales). Joe then joined Hilco Global as its in-house global transactional counsel. In that role, Joe was instrumental in documenting and closing hundreds of transactions around the globe representing an aggregate asset valuation well in excess of ten billion dollars. After four years as its in-house global transactional counsel, Joe then joined the business ranks of Hilco Global as a senior business executive. In that capacity, Joe was primarily responsible for sourcing and structuring distressed and non-distressed transactions that involved the investment of capital by Hilco across all of its platform companies. Joe launched Malfitano Partners in January 2016 to provide clients globally with a suite of services that creates value in high-impact situations involving the acquisition or disposition of assets. Since launching Malfitano Partners, the firm has been involved in over one hundred asset acquisition and disposition transactions representing an aggregate asset valuation in excess of six billion dollars. With this experience, Joe is uniquely qualified to deliver a service that creates value and that can be measured by clients. EDUCATION J.D., Temple University, Beasley School of Law Editor-in-Chief, Temple International and Comparative Law Journal B.S., State University of New York, College at Buffalo BAR ADMISSIONS New York Delaware Court Admissions New York Delaware United States District Court for the Southern District of New York United States District Court for the District of Delaware United States Court of Appeals for the Third Circuit MEMBERSHIPS American Bankruptcy Institute Turnaround Management Association UJA-Federation of New York, Lawyer s Division (member of Next Generation Committee)

4 YOUR PARTNER IN BUSINESS ADVISORY SERVICES Malfitano Advisors, LLC provides real world expertise to real world challenges facing its clients. Disposition Advisory Services With a deep understanding of the legal and business aspects of the asset disposition industry, we have developed the expertise needed to quickly assess a situation, formulate a comprehensive set of strategic alternatives, and work to quickly to implement the solution best positioned to meet our client s needs. Acquisition Advisory Services Our experience gives us the ability to: Navigate through complicated restructuring and reorganization efforts when required; Credibly deal with various constituents across both sides of the negotiating table; Provide clarity and organization to an asset acquisition or disposition process while giving our clients the ability to focus on other business affairs; and Run an effective and efficient process that maximizes value and time for our clients. Board, Fiduciary and Broker Advisory Services We have a high caliber network of financial professionals across the country that we collaborate with in connection with certain assignments when necessary. 747 Third Avenue, 2nd Floor, New York, NY (646) info@malfitanopartners.com MALFITANOPARTNERS.COM

5 DISPOSITION ADVISORY SERVICES Working with a company and its advisors, our team has the ability to formulate and implement an asset disposition program with respect to retail inventory, furniture, fixtures and equipment, industrial machinery and equipment, real estate, and accounts receivable or combinations thereof. with the assistance of our client and its advisors, non-core assets to be disposed of through our process. Assist in developing a program to dispose of the assets in order to maximize their value, including the preparation of due diligence and related offering materials. Efficiently implement the program and assist in the process of soliciting offers and the evaluation of any offers that may be received. Monitor the disposition process and assist with the wrap up of the process.

6 ACQUISITION ADVISORY SERVICES Working with a potential acquirer and its advisors, our team has the ability to formulate and implement an asset disposition program to address assets from the target company that are not desirable (i.e., environmentally challenged assets, excess equipment or inventory and properties that do not fit with going concern plan). Our process runs parallel to our client s pursuit of the target and allows our client to close a clean transaction with only the assets it desires while avoiding paying for assets it does not require. Identify, with the assistance of our client and its advisors, non-core or problem assets to be disposed of through our process. Assist in developing a program to dispose of the assets in order to maximize their value, including the preparation of due diligence and related offering materials. Efficiently implement the program and assist in the process of soliciting offers and the evaluation of any offers that may be received. Assist in structuring transaction to allow a side by side closing with the party taking the non-core or problem assets. Client will use funds from this process as part of overall transaction, but will avoid taking title to any assets it does not require.

7 BOARD & FIDUCIARY SERVICES We work to fill the critical need for an experienced independent fiduciary who understands: (i) the law, (ii) the roles and leverage of the various constituents in a company s capital structure, (iii) how to implement solutions in an effective and timely manner, (iv) the legal and business aspects of asset valuation and monetization, (v) varying sale processes in and out of bankruptcy proceedings, and (vi) the restructuring and wind-down process. AREAS OF FOCUS: We service companies (a) in transition, (b) in the "zone of insolvency, (c) entering or emerging from bankruptcy, and (d) selling or buying businesses, including "insider" transactions. Our Board Services include taking on the role of (a) independent director, (b) advisory board and oversight board member, and (c) board observer. Our Fiduciary Services include taking on the role of (a) plan administrator under any chapter 11 plan and (b) liquidation trustee for a liquidation trust.

8 BROKER ADVISORY SERVICES Leveraging our experience and contacts in the valuation, monetization, lending and restructuring space, our team has the ability to solicit, evaluate and recommend various service providers across multiple industries. Our process takes the Request for Proposal process off of our client s hands and allows them to focus on other more pressing business affairs. AREAS OF FOCUS: Asset disposition service providers for inventory, furniture, fixtures and equipment, industrial machinery and equipment, receivables, real estate or intellectual property. Financial restructuring and bankruptcy advisory service providers (non-legal). Real estate service providers to assist in the renegotiation, termination or sale of leasehold interests or the sale of fee simple properties. Special situation lending. Appraisal or valuation service providers for inventory, furniture, fixtures and equipment, industrial machinery and equipment, receivables, real estate or intellectual property. Sourcing of independent board directors. Turnaround or crisis management service providers.

9 LEGAL SERVICES The diverse practice of Malfitano, PLLC is local, national and international in scope with proven expertise in all aspects of business, debt and asset acquisition and disposition transactions and business and financial restructurings and insolvency matters. We offer hands-on, results-driven expertise with real life business experience in a cost-effective manner. We are held in high regard for our responsiveness and proven expertise in complex transactions (both in and out of court). We represent a broad spectrum of clients, including acquirers, investors, chapter 11 debtors, trustees, and liquidation trusts. We are also a trusted partner to many larger firms in helping them deliver the best value to their clients in connection with asset disposition transactions. We have a high caliber network of attorneys across the country and in specialty areas that we collaborate with when specialty expertise (or local practice) is required EXPERTISE AND EXPERIENCE We have been structuring complex asset acquisition and disposition transactions, both from the sell and buy side, for almost two decades. We have developed the expertise needed to quickly assess a situation, formulate a comprehensive set of strategic alternatives, and work to quickly implement the solution best positioned to maximize short- and long-term value. We employ creativity and practical legal judgment to obtain our clients desired results efficiently. We provide our clients with real-time, realistic assessments of the likely range of obtainable outcomes and the most effective path forward.

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