MARK RICHARD PALERMO, JD, MBA

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1 MARK RICHARD PALERMO, JD, MBA 1 PROFESSIONAL ASSOCIATIONS: New York State Bar Association, Real Property Section New York State Bar Association, Business Law Section Academy Of Legal Studies In Business PROFESSIONAL EXPERIENCE: College of Business, State University of New York at Stony Brook Lecturer, September 2002 present. Adjunct Instructor, September 2000 September Courses MBA: Management Strategy, Cases in Finance, Ethics and Law, Business Law, Capital Markets and Economics for Managers. Courses Undergraduate: Finance, Money, Banking and Financial Institutions, Investments, Legal Environment of Business, and Management Strategy. Courses - Other: Managerial Economics and Intellectual Property Strategy, Technology Management Program, Seoul, South Korea. Recognition: - Voted Outstanding Graduate Instructor by the graduate student body for the academic years , , , , and Co-authored a paper titled "Using Data Envelopment Analysis to Generalize the DuPont Model" that was awarded the 2006 McGraw/Hill-Irwin Best Paper Award. Curriculum Development: - Member of committee responsible for developing the Finance track for the MBA and undergraduate programs. - Developed and delivered courses for the MBA program including Managerial Economics, Business Planning, Cases in Finance, Capital Markets, Ethics and Law, and Business Law (developed for the accounting track). - Developed and delivered courses designed for the undergraduate concentration in Finance and the Accounting Track, including Money, Banking and Financial Institutions and Legal Environment of Business. - Regular participant in general faculty discussion and program development. Other Service: - Innovation Boot Camp, Spring President s Search Committee, Chief Financial Officer, Spring Bio-Strategy Sessions participant participation based on availability. - Presenter/panelist together with representatives of the Department of Economics at the Long Island Museum Networking Event, Spring Student internship sponsor periodically. - Leadership (LDS) courses for freshman in Finance, Spring 2011 and Sole Proprietor, Attorney at Law January 2002 present Representing clients in business transactions, including contracts, buy/sell agreements, business formations, and purchase and sale agreements, and in real property transactions including purchase and sale and leasing. Jemini Advisors, LLC, New York, New York Principal. March 2000 January 2002 Structured finance transactions for middle-market public companies. Structures were convertible debt with several unique characteristics developed to counter the toxic effects on the stock price of a company issuing variable priced convertible securities.

2 Gordon Brothers Capital, LLC, New York, New York. (Business sold in March 2000) Vice President - Operations. January March 2000 Developed and managed operating procedures to ensure proper documentation of transactions, safekeeping of documents, and monitoring of transactions in the company s $60+ million portfolio of secured loans and equity interests. Managed several short-term bridge loans in the $1 million to $10 million range to middle market companies, including assuming operating positions to prepare companies for sale. Recouped principal from troubled loans by working directly with borrowers at the operational level while pursuing exits including sale of assets, sale of going concern, and sale of debt interests. Prepared a detailed business plan and marketed the business of Gordon Brothers Capital, ultimately selling the portfolio of loans and equity interests to a prominent Manhattan based investment firm in March of Schulte Roth & Zabel LLP, New York, New York. (Resigned to accept position with client, Gordon Brothers) Associate Attorney, Corporate Department. March January 1998 Areas of practice included: secured and unsecured loan transactions representing lenders, debtors and guarantors involving high net worth individuals, rated debtors, banking institutions and venture capital lenders; structured finance, including commercial paper (CP) conduits and term asset backed securities, origination and sale of asset backed securities to CP conduits, and other structured finance transactions exempt from the registration requirements of the Securities Act of 1933 and the Investment Company Act of 1940; organization of domestic and offshore private hedge funds; purchase and sale of equity interests, including stock and warrants, in public and private corporations. The Neil Group Management Corp., Medford, New York. (Resigned to attend Law School) Vice President, Finance Planned and implemented the restructuring (including labor negotiations, mergers, acquisitions, divestitures, mortgage refinancing and general purchasing policies) of this seven-franchise automobile dealer group during the severe downturn in new car sales that persisted in Long Island, New York from 1989 through Participated in the acquisition of several automotive franchises. Secured financing for inventory finance and refinancing of dealership facilities. Designed and supervised installation of complete systems to incorporate multiple franchise dealership financial statements into a single reporting format. Supervised installation and re-design of a 50,000 square foot warehousing facility housing a wholesale parts distribution firm. The Chase Manhattan Bank, N.A., Melville, New York. (Resigned to accept position with client Neil Group) Second Vice President, Commercial Lending Assistant Treasurer, Commercial Lending Credit Analyst, Responsible for marketing and managing a $50+ million credit portfolio in the Long Island middle market. Initiated, negotiated, and brought to contract a $35 million M&A transaction. Negotiated and closed several real estate financing credit facilities and revolving credit facilities, including facilities for letters of credit and bankers acceptance financing. 2

3 EDUCATION: Hofstra University School of Law, Hempstead, New York. Juris Doctor, January Admitted in New York June 1994 Full merit scholarship. Final class rank: 4th of 284. LSAT score: 47 of 48. Adelphi University School of Business, Garden City, New York. Master of Business Administration, concentration in Corporate Finance, January 1988 Graduate with distinction. Class rank: top 4%. The Chase Manhattan Bank, N.A., New York, New York. Global Professional Development Program, October 1986 One year training program with course study and application of accounting, corporate finance, foreign trade, economics, financial statement analysis, risk assessment, ethics, and bank operations. State University College of New York at Geneseo, Geneseo, New York. Bachelor of Art, Economics, minor in Computer Science, January 1982 Graduate with honors. Student Assistant to the Dean of the School of Business. CONTINUING EDUCATION: 12 credits per year of continuing legal education certified through the New York State Bar Association, present. COMMUNITY SERVICE: Vice President of the Smithtown Alumni Association, a 501(c)(3) not-for-profit organization. Organize and manage fund raising events for funding of college scholarships for high school students. Mentor high school students in the School of Business program. Represent the Smithtown Alumni Association at various events, including student events and events sponsored by the Industry Advisory Board. REPRESENTATIVE TRANSACTIONS: The following represents a sample of the transactions in which I had a significant role. TRANSACTIONS IN CAPACITY AS ATTORNEY: Structured Finance: CIT Marine Trust 1996-A. Represented CIT in the documentation and closing of two $500 million securitizations of water-craft loan receivables. The securities were tranched and the higher rated tranches financed through several asset-backed commercial paper facilities. This transaction was significant in that it was the first of its kind to securitize long-term fixed rate obligations and finance them with shorter term commercial paper funding of variable rate notes. The transaction included liquidity facilities from major financial institutions. Project Finance: Represented investors financing synthetic fuel coal processing plants. The borrower was developing a process to enhance the BTU capacity of coal fines that would enable the resulting product to benefit from Section 29 Tax Credits. There were multiple fundings and a successful sale of four processing facilities to Florida Progress, a regional power utility company. 3

4 Acquisition Finance: Represented an entity formed by a private equity client to finance the acquisition of a race track and gambling casino by an individual from a bankruptcy trustee. The acquisition was complex and included credit facilities secured by all assets and warrants for the purchase of shares. Documented and closed this transaction. Today the company is publicly traded. Corporate Transition: Drafted the documents for the transition of one of the largest privately owned New York based real estate development companies from father-in-law and son-in-law to son-in-law and attended the closing. Investment Banker: Represented money center bank in New York in a series of transactions involving unregistered securities as collateral for loans made to an investment banking entity. The representation included drafting many relationship reorganizing documents and marshalling the collateral, in stock certificate form, for possible sale through exceptions to the Securities Act registration requirements. High Net Worth Individual Lending: Represented money center banks in New York in making seven and eight figure loans to high net worth individuals. Most were secured by assets including equities, art, and other property types. Commercial Lending: Represented a group of private equity investment funds in the financing of a major contract supplier of music artist related merchandise, including shirts, hats, and other products, sold through stores and venue concessions. The transaction consisted of two tranches of term loans and a term revolving credit facility. The loans were secured by all assets of the firm, including contract rights and intellectual property, and included warrants for the purchase of shares in the company by the private equity funds. Banking: Represented several banks through review and negotiation of loan documentation relating to loan participations and syndications. Clients included major foreign banks as well as some domestic participating in larger domestic and multi-national loan facilities. Ongoing Representations: As a local small-business attorney I continue to represent clients in the formation, financing, purchase and sale of small businesses, in the acquisition and/or lease of real property, and in other business matters requiring legal counsel. PRIVATE EQUITY/PRIVATE COMPANY TRANSACTIONS: Gordon Brothers Capital (GBC) in my capacity as Vice President Operations from Automotive Remanufacturing: Represented GBC as a secured party lender and ultimately shareholder of this automotive component remanufacturing business located in Reynosa, Mexico (formerly a division of TRW). Responsibilities included managing this business through crisis to preserve the going concern value, and marketing the business to potential purchasers in the automotive industry. Managed all aspects of the sale of the business to an investor in the automotive industry recouping the GBC investment and earning a significant profit for GBC. Automotive Radar Detection Devices: Represented GBC as owner of secured debt in the sale of this business to a competing radar detection device manufacturer. Representation included negotiating terms of the transaction with all parties and their attorneys while maximizing the return to GBC from its initial investment. GBC: Represented GBC in the sale of its portfolio of assets to a large investment fund in This complex transaction included a transfer of assets with contingent remainder profit participations running in favor of multiple interested parties. I was a key member of the small team that marketed the assets for sale and brought the transaction to a successful closing. 4

5 Alternative Energy/Coal Venture: GBC was part of an investor group that financed the development of a process and facilities for the development and production of synthetic fuel that ultimately led to the sale of four processing facilities to Florida Progress, a substantial regional utility. The use of synthetic fuel gave rise to Section 29 tax credits that were shared among the utility and the investor group providing outstanding returns to the investors. Nationally Recognized Bridal Gown Provider: Represented GBC as a secured party lender in the sale of assets to an investor group. Neil Automotive Group in my capacity as Vice-President, Finance, from October 1989 through September M & A: Negotiated with and on behalf of principal for the sale and acquisition of automobile franchises in Long Island, New York. Merged the operations and the accounting systems of various OEM manufacturers so that each multiple-franchise entity could achieve a single reporting system. Credit Facilities: Negotiated and closed several credit facilities, including inventory-secured working capital lines and refinancing of mortgage loans secured by automotive dealership facilities. One such refinance represented a new term loan structure for Chase Manhattan Bank that I developed where scheduled principal repayments were based on a fixed rate equal payment amortizing loan while the interest rate paid was variable rate. This allowed the owner to reduce his monthly payments taking advantage of the lower variable rate (even after the hedge) and provided the bank with a variable rate loan it did not need to match fund. Financial Analysis: Audited bank contracts uncovering discrepancies between the rights of the banks to charge the franchise dealerships and the actual charges by the banks. Developed a customized spreadsheet-based program to recalculate and compute the discrepancy for thousands of automotive retail finance transactions resulting in a sizable six figure adjustment to the dealership accounts. LENDER: In my capacity as a middle market lending officer with The Chase Manhattan Bank, N.A. from M&A: In participation with Chase Investment Bank I developed the marketing materials for a client in the retail automotive industry for the sale of a franchise network to a foreign purchaser. The transaction was in negotiation for a long period of time and ultimately failed to close due to a dramatic change in the business environment in This transaction was unusual in that it was rare to develop this type of transaction from the middle-market lending area. M&A/Working Capital: Underwrote a $25 million share of an overall $100 million credit facility to bridge equity in the roll-up of tobacco wholesale companies in the northeast and provide inventory and receivable financing on an ongoing basis. This was one of the largest credit facilities in the relevant department of the bank and required senior credit committee approval at the regional level. Working Capital: Underwrote a $3 million working capital facility for a Hauppauge based designer and assembler of custom home lighting fixtures. The facilities included a line of credit for direct borrowing, letters of credit and bankers acceptance financing. Construction Finance: Underwrote term loans, including Industrial Revenue Bonds, for construction of manufacturing facilities for bank clients. 5

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