1. Anyone can make the simple complicated. Creativity is making the complicated simple. - Charles Mingus

2. Who We Are The Astor Group is an investment bank and active advisory firm that partners with middle market companies to raise capital, buy and sell businesses and solve financial and operational challenges .

3. Active Advisory Unlike most advisors, our client relationships transcend individual deals. Whether engaged to craft a workout plan or sell a company, raise capital or develop a growth strategy, our team works side-by-side with management to attack the market and provide world-class counsel. As needed, our principals may help implement new strategies or even assume management positions on a temporary basis to support overtaxed executives or fill critical gaps. Our day-to-day role decreases once a transaction is complete or a client has gained positive momentum.

5. Don’t Take It From Us, Take It From Our Clients “ Working with The Astor Group has been a tremendous experience. Throughout our relationship, they have balanced maximum professionalism with a human and personal approach. Their ability to reach potential buyers around the globe increased our options and gave us real choices when the time came to decide on an acquirer for our business. Critically, their negotiation skills and ability to manage difficult situations maximized our deal terms and gave us results that were better than we could have imagined. I am now living in the post-acquisition world, and I am reaping the benefits of the hard-fought deal points that The Astor Group won for us. I couldn't have asked for better partners throughout the process and look forward to working with The Astor Group long into the future.” -Rob Holzer, CEO, Syrup - an LBI agency company

6. Selection of Companies Served by The Astor Group Principals

7. Practice Areas

8. Raising Capital We frequently work with companies in need of additional capital to fuel growth, get through tough times or provide shareholder liquidity. After working with clients to develop a long-term plan and calculating the capital needed to get there, we leverage our relationships with strategic and financial investors to structure the best deal possible. Our extensive network provides unique insights into the types of deals getting done, who is doing them and how much they are paying. Because we understand the landscape so thoroughly, we are able to negotiate better deal terms and lighter obligations than clients could otherwise obtain.

9. Mergers & Acquisitions Our goal is always to combine superior valuation with superior terms, whether we are providing buy-side advisory, sell-side advisory or handling a management buy-out. We also strive to match cultural compatibility and an alignment of vision in order to ensure a successful transaction. Once engaged, we spend as much time as possible getting to know our clients so that we are better able to highlight strengths and address weaknesses. After implementing operational, financial and marketing improvements, we draft a comprehensive list of prospective partners, work with each client to narrow the list to those companies they are most comfortable with and negotiate the best deal possible.

10. Financial and Operational Strategy The Astor Group helps clients address a wide range of challenges – from working through a reorganization to designing innovative growth strategies or developing new products. To produce the most effective results, we work closely with management to understand goals and craft solutions that draw on proven approaches across diverse industries and geographies. Each of our principals has extensive operational and financial expertise. Together, we are able to leverage that expertise to provide unparalleled results.

11. Why We Are Unique

12. What Makes Us Special Passion • We work with a very select group of clients that we passionately believe in • Simply put, we work harder to effect a successful transaction than anyone else Expertise in Negotiations • Many years negotiating innovative deals and developing a unique approach enable us to obtain the best terms possible for our clients without alienating the other side • Our team consists of leading transactional lawyers, financial analysts and operations experts Compelling Stories • We believe successful companies are more than a collection of products and services and come alive through an engaging narrative • Our ability to tell compelling stories about our clients is critical to capturing investors imagination and increasing value Global Financial Network • Our unique backgrounds provide access to a vast network of the world’s top financial investors, decision-makers and deal-makers • With our sophisticated database, we quickly identity, analyze and evaluate optimal partners and eliminate those that are unlikely to consummate a transaction Deep Operational Experience • Our principals have run large and small companies and understand how difficult it can be to maintain focus while managing a transaction • We know the players and the process and understand what it takes to get deals done

13. Middle Market Focus The middle market is composed of a disparate group of financial investors, strategic buyers, lawyers, accountants and others. Because we focus exclusively on this space, we are better able make sense of it for our clients. We also have a deep understanding of the dynamic character of the middle market from our own operational experiences. Unlike many professionals, we understand how difficult it can be to run a middle market business. As a result, we do the heavy lifting and shield our clients from the emotional rollercoaster that deals often create so that they can focus on growing their businesses.

14. Maximize Valuation • Craft superior marketing materials • Analyze comparable transactions • Engage multiple interested partners • Assist client to meet near-term objectives, expansion strategies • Leverage substantial negotiating experience to achieve best terms Fluid Communication • Foster environment of open and constant feed back • Avoid incoherent, contradictory or sensitive material being distributed to potential buyers • Constant communication with buyers to avoid surprises Minimize Client Distraction • Establish clear roadmap to increase speed of execution • Agree from the start on objectives, roles, commitments, issues • Assess genuine interest to maximize use of time and resources • Guard management’s time at all costs Failure Is Not An Option • Winning is core to our culture • We believe that our reputation is on the line with every transaction • Leverage all available resources • Constantly reexamine engagement to create optimal outcome Fluid Communication Maximize Valuation Minimize Client Distraction Failure Is Not An Option

15. Principals

16. Arnon de Mello Prior to joining the Astor Group, Arnon worked as an Investment Manager with Lehman Brothers and Barclays Capital and was part of a five-person team that managed $500 million for family offices and private institutions. Arnon previously served as director of Gazeta de Alagoas, a Brazilian media conglomerate, and as chairman of Centro Sportivo Alagoano (CSA), a professional soccer team. Arnon is a founding partner at Loops, an organization that helps Brazilian political candidates, NGOs and corporations leverage the internet and mobile technologies to mobilize group resources. Arnon has extensive experience working with companies in the US and Brazil and serves on the boards of numerous NGO's. Arnon received a MBA from MIT, a MPA from Harvard University and a BA from the University of Chicago. Education M.B.A. Massachusetts Institute of Technology M.P.A. Harvard University B.A. University of Chicago Office Miami 1680 Michigan Avenue, Suite 910 Miami Beach, FL 33139 T: 305.395.7570 [email_address]

17. Philippe Houdard Philippe has held executive positions in sales and marketing and mergers and acquisitions for companies ranging from early-stage to Fortune 500. Prior to joining the Astor Group Philippe worked as the Global Marketing Manager at Lucent Technologies, Director of Corporate Strategy at Concerto Software (now Aspect Software), Vice President of Marketing at Cell-IT Technologies and Executive Vice President of Sales & Marketing at Doctor Diabetic Supply. Philippe is the founder of SkyBank Financial, an electronic payment company, and continues to serve as President of Developing Minds Foundation, a NGO that builds schools and supports education programs in areas affected by violence and poverty. The organization currently has 5,000 children living in areas of conflict benefiting from its work. Philippe is a Visiting Scholar at the University of Miami. He received an MPP from Harvard University and a BS from University of Florida. Education M.P.P. Harvard University B.S. University of Florida Office Miami 1680 Michigan Avenue, Suite 910 Miami Beach, FL 33139 T: 305.735.2241 [email_address]

18. Chris Dimitropoulos Prior to joining the Astor Group, Chris worked as a Portfolio Analyst with Citadel Investment Group, serving on a two-person team that managed over $1 billion in healthcare equities. Chris helped build Citadel’s healthcare practice by attending medical conferences, building relationships with management and industry contacts, speaking with physicians, and performing market research including detailed Rx analysis. Before Citadel, Chris worked as an Equities Analyst at JPMorgan, where he analyzed and vetted biopharmaceutical companies across all capitalizations and business-cycle stages, and as a Biotech Analyst at Prudential Equity Group, where he covered small-mid cap biotech companies. Chris is the founder of YoPros, a lifestyle organization for young professionals. He received a Master of Science in Biotechnology from Johns Hopkins University and a BS in Finance from the University of Illinois. Education M.S. Biotechnology Johns Hopkins University B.S. Finance University of Illinois Office Miami 1521 Alton Road, Suite 63 Miami Beach, FL 33139 T: 305.908.4994 x 302 [email_address]

19. Mickey Klein Prior to joining the Astor Group, Mickey served as Vice President of Business Development and Licensing and Vice President of the Menswear Division of Elie Tahari and helped the company triple in size during his time there. Before Elie Tahari, Mickey worked at Paine Webber in the retail brokerage division. During this employment, Mickey identified an important need for his clients and co-founded an investment services firm that he later sold to a public company. After founding several consumer products and technology companies Mickey joined Elie Tahari in 2002. Mickey's diverse background and network enable him to connect clients to partners and people around the world. Mickey serves on numerous boards of directors, is a member of the Association for Corporate Growth, The Turnaround Management Association and is frequently quoted regarding the consumer goods and luxury sectors. Education B.S., Management Science, Concentration in International Finance Boston University Office New York 5 East 57 th St. 16 th Floor New York, NY 10022 T: 212.500.2083 [email_address]

20. Seth Zalkin Prior to founding the Astor Group, Seth Zalkin co-founded a venture backed technology company in New York City and was Chief Executive Officer of numerous technology and professional services companies. As Chief Executive Officer, Seth has led the sale of businesses to both public and private companies and successfully negotiated transactions with AOL, Time Warner, Alpine Capital Management, IBM, Bacardi, Sony Music and Perrier. Seth began his professional career as a management consultant with American Management Systems and later was a corporate attorney with Paul, Weiss, Rifkind, Wharton & Garrison where he executed mergers and acquisitions and negotiated private equity transactions for clients such as the New York Yankees, Warner Music, Soros Fund Management, Sirius Satellite Radio, the New Jersey Nets and Oaktree Capital Management. Seth serves on numerous boards of directors and is admitted to the New York bar. He is currently active in the Association for Corporate Growth, The Turnaround Management Association and the National Business Incubator Association. Seth received a JD from University of Pennsylvania School of Law and a BA from Duke University. Education J.D. University of Pennsylvania School of Law B.A. Duke University Offices New York and Miami 1680 Michigan Avenue, Suite 910 Miami Beach, FL 33139 T: 305.395.3774 5 East 57 th St. 16 th Floor New York, NY 10022 T: 212.633.1399 [email_address]

21. www.theastorgroup.com