LT Investment Banking by jadakiss

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									                                   THE INVESTMENT BANKING GROUP




       Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the
       past 125 years.

       Ladenburg Thalmann & Co. Inc.’s Investment Banking Group has a strong record of success
       providing its services to all industries and stages of business growth, focusing primarily on
       emerging growth and middle market companies.

       We deliver to our clients the highest degree of professional services and advice throughout all forms
       of capital raising and financial advisory services, including raising equity and debt in private
       placements, underwriting public offerings of equity and debt, financial advisory, and mergers and
       acquisitions.

       Our corporate headquarters are located at:

       590 Madison Avenue
       34th Floor
       New York, NY 10022
       (212) 409-2004




Ladenburg Home                                  Continue to Investment Banking
                                     THE INVESTMENT BANKING GROUP



 ■ Our professionals have significant experience advising emerging growth and middle market companies across
    a wide spectrum of industries, including:
     □ Energy
     □ Healthcare
     □ Retail & Restaurants
     □ Media & Entertainment
     □ Technology & Telecom
     □ Real Estate, Gaming & Leisure
    □ Infrastructure

 ■ Seasoned Investment Bankers specializing in:
   □ Public Offerings
   □ Mergers and Acquisitions
   □ Financial Advisory
   □ Leveraged & Management Buyouts
   □ Restructurings & Workouts
   □ Fairness Opinions
   □ Valuations
   □ Recapitalizations
   □ Private Placements

 ■ Our team of investment banking professionals




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                                                   ENERGY


Ladenburg Thalmann & Co. Inc.’s Energy Group focuses on transactions in the following Energy fields:


■ Oil and Gas Exploration and Production

■ Oil Service

■ Gathering, Transporting & Marketing

■ Master Limited Partnerships (MLPs)

■ Utilities

■ Power Generation




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                                               HEALTHCARE


Ladenburg Thalmann & Co. Inc.’s Healthcare Group focuses on transactions in the following Healthcare fields:


■ Medical Technology

■ Medical Devices

■ Biotechnology

■ Genomics

■ Gene Therapeutics

■ Pharmaceuticals




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                                       RETAIL AND RESTAURANTS


Ladenburg Thalmann & Co. Inc.’s Retail and Restaurants Group focuses on transactions in the following fields:


■ Fast Food

■ Casual Dining

■ Franchising

■ Upscale Restaurants

■ Traditional Retail

■ Consumer Products

■ Virtual Retailers




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                                    MEDIA AND ENTERTAINMENT


Ladenburg Thalmann & Co. Inc.’s Media and Entertainment Group focuses on transactions in the following
fields:


■ Media

■ Cable

■ Film

■ Radio

■ Satellites




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                                     TECHNOLOGY AND TELECOM


Ladenburg Thalmann & Co. Inc.’s Technology and Telecom Group focuses on transactions in the following
fields:


■ Enterprise Software & Services

■ Consulting & IT Services

■ Communications Technology

■ Wireless Services




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                                 REAL ESTATE, GAMING AND LEISURE


Ladenburg Thalmann’s Real Estate, Gaming and Leisure Group focuses on transactions in the following fields:


■ Hotels & Casinos

■ Gaming Equipment

■ Virtual Gaming

■ Leisure

■ REITs

■ Home Builders

■ Hotel & Lodging

■ Infrastructure

■ Special Situations




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                                             INFRASTRUCTURE


Ladenburg Thalmann & Co. Inc.’s Infrastructure Group focuses on transactions in the following fields:


■ Cement & Concrete

■ Construction Equipment




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                                                  AVAILABLE SERVICES




                             PUBLIC                                           PRIVATE
                            OFFERINGS                                       PLACEMENTS


                    □ Initial Public Offerings                         □ Equity Placements
                    □ Follow-on Offerings                              □ Debt Placements
                    □ Special Purpose Acquisition Companies            □ Public and Private Issuers
                    □ View Tombstones                                  □ PIPE Offerings
                                                                       □ View Tombstones


                           MERGERS &                                          FINANCIAL
                          ACQUISITIONS                                        ADVISORY


                    □ Buy-Side Services                                □ Financial Alternatives
                    □ Sell-Side Services                               □ Restructurings
                    □ Takeover Defenses                                □ Recapitalizations
                    □ Fairness Opinions & Valuations                   □ View Tombstones
                    □ View Tombstones


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                                 INVESTMENT BANKING PROFESSIONALS


    Head of Investment Banking

    Peter H. Blum

    Managing Directors

    Robert Kropp
    Jonathan Intrater
    Jonathan Burklund
    Steve Kaplan

    Vice President

    William Murray III (Tripp)

    Analyst

    Martin Dolfi
    John Race
    Michael Spaddaccini




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                               HEAD OF INVESTMENT BANKING – PETER BLUM



       Career Background
       Prior to joining Ladenburg Thalmann & Co. Inc. in 2004, he was President of Bear Ridge Capital LLC, a financial
       advisory firm specializing in providing strategic merger and acquisition advice as well as providing private
       capital to mid-size businesses and start-ups primarily in the energy sector. Mr. Blum formerly served as Senior
       Managing Director and Head of Investment Banking of GBI Capital a predecessor to Ladenburg. Before joining
       GBI in 1997, Mr. Blum was Managing Director and Head of the Energy, Merger and Acquisition, and
       Restructuring Groups of Rodman and Renshaw Inc. and Mabon Securities Corp. Mr. Blum has taken active
       management roles with public and private companies in order to facilitate their sale or restructuring. Mr. Blum
       also was a Partner at Houghton and Company, an advisory and leveraged buyout boutique. He started his career
       at Arthur Young and Company. Mr. Blum currently serves as Chairman of Mitcham Industries Inc. (NASDAQ –
       MIND).

       Education
       B.B.A., Accounting, University Of Wisconsin at Madison
       C.P.A.

       Selected Transaction Experience
        Lead Manager in a $20 million initial public offering for Ready Mix, Inc.
        Financial Advisor to El Paso Energy Corp. in its $116 million acquisition of Cornerstone Natural Gas
        Co-Manager in a $65 million debt private placement for Mallon Resources Corporation
        Co-Manager in a $100 million bond offering for Panaco, Inc.
        Financial Advisor to Hallmark Healthcare, Inc. in its $185 million acquisition by Community Heath Care
        Financial Advisor to Endevco Inc. in its $90 million restructuring and asset sale
        Co-Manager in a $85 million equity offering for Comstock Resources Inc.
        Financial Advisor to Frontier Natural Gas, Inc. in its $56 million merger with Essenjay Exploration, Inc.
        Co-Manager in a $36 million equity offering for Mitcham Industries, Inc.
        Sole-Manager in a $14 million follow-on offering for Environmental Power Corporation
        Financial Advisor to Floriscan Inc. in its $80 million acquisition by Hologic Inc.


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                          DIRECTOR OF INVESTMENT BANKING – ROBERT KROPP



       Career Background
       Prior to joining Ladenburg Thalmann & Co. Inc., Mr. Kropp served as Director of Corporate Finance at W. J. Nolan
       & Company Inc. Mr. Kropp is also an attorney and CPA, with prior experience at Edwards & Angell and Deloitte
       & Touche in New York. Over his 23 years of professional experience, Mr. Kropp has been involved in numerous
       investment banking transactions with particular emphasis on public and private debt and equity financings, as well
       as mergers and acquisitions.

       Education
       B.S. cum laude, Accounting, Drake University
       J.D., Fordham University School of Law
       C.P.A.

       Selected Transaction Experience
        Placement Agent in a $10.4 million private placement for Castle Brands Inc.
        Financial Advisor to dick clark productions in its $140 million acquisition by CDP Capital Communications
        Financial Advisor to Command Systems, Inc. in its $40 million acquisition by ICICI Infotech, Inc.
        Placement Agent in a $25 million private placement for US Restaurant Properties, Inc.
        Placement Agent in a $7 million private placement for iCad, Inc.
        Co-Manager in a $225 million senior notes offering for Wendy’s International, Inc.
        Lead Manager in a $12 million follow-on equity offering for Benihana, Inc.
        Sole Manager in a $4 million secondary equity offering for Benihanna, Inc.
        Financial Advisor to Cedar Shopping Centers, Inc. in its $24 million internal acquisition of its Advisor
        Financial Advisor to Scientific Games Corporation in its $19 million acquisition by MDI Entertainment, Inc.




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                                  MANAGING DIRECTOR – JONATHAN INTRATER




      Career Background
      Prior to joining Ladenburg Thalmann & Co. Inc., Mr. Intrater was a Managing Director at Brenner Securities
      Corporation. In these capacities, he has been involved in over $2 billion of transactions over the past twelve years
      which include public equity and high-yield note offerings and private placements of bank debt, subordinated debt
      and equity in both public and private companies. Mr. Intrater also has completed numerous buy and sell side
      merger advisory and debt restoring transactions. Prior to his employment in investment banking, Mr. Intrater was a
      Senior Vice President at BIA/Frazier, Gross & Kadlec, a nationally known communications industry valuation firm.

      Education
      B.A., University of Pennsylvania
      M.B.A., Vanderbilt University

      Selected Transaction Experience
       Financial Advisor to Segovia, Inc. in its $15 million senior notes offering
       Financial Advisor to Phonetel Technologies in its $330 million merger with Davel Communications
       Sole Placement Agent in a $25 million senior debt placement for Telebeam Telecommunications
       Financial Advisor to Aquis Communications in its $36 million senior debt offering
       $15 million follow-on offering for Benihana, Inc.
       Financial Advisor to dick clark productions, Inc. in its $140 million acquisition by Mosaic Media Group
       Financial Advisor to Saber Communications, Inc. in its $38.7 million equity placement with Nextel
       Financial Advisor to Phonetel Technologies in its $125 million senior debt offering
       Financial Advisor to Phonetel Technologies, Inc. in its $76 million debt restructuring
       Financial Advisor to USA Mobile Communications, Inc. in its $40 million acquisition by Premiere Page Inc.
       $70 million senior debt offering for Lanser Wireless Inc.
         $125 million senior debt offering for USA Mobile Communication, Inc.




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                                     MANAGING DIRECTOR – STEVE KAPLAN



         Career Background
         Mr. Kaplan has worked in the financial community for over fifteen years and has substantial experience
         advising companies in a variety of industries. Prior to joining Ladenburg Thalmann & Co. Inc., Mr. Kaplan was
         Co-Founder of River Capital Partners, a healthcare investment banking boutique. Prior to forming River
         Capital Partners, Mr. Kaplan spent three years with Prudential Securities where he was a Vice President in
         Health Care Investment Banking and three years as a Vice President in the Corporate Advisory Group of
         Jefferies & Company. During his tenure with these firms, Mr. Kaplan primarily focused on the health care
         industry, though he completed transactions in the technology, retailing, and financial services industries. Mr.
         Kaplan's background also includes three years as a Manager in the Corporate Finance Group of Deloitte &
         Touche, where he primarily focused on performing due diligence reviews related to acquisition transactions
         and four years as an auditor with Price Waterhouse. Mr. Kaplan has completed over 30 transactions including
         private placements, initial and follow-on offerings, M&A and restructurings.

         Education
         B.B.A. cum laude, Accounting, Babson College
         M.B.A., The University of North Carolina
         C.P.A.

         Selected Transaction Experience
          Financial Advisor to AMD Pharmacy in its sale to CVS/Procare
          Financial Advisor to Capital Z Partners in its $100 million investment in Brookdale Assisted Living
          Financial Advisor to FoxMeyer Health Corporation in its acquisition of ScripCard Enterprises
          $465 million secondary offering for Health & Retirement Property Trust
          $56.7 million secondary offering for Pathogenesis Corp.
          Financial Advisor to River Oaks Imaging and Diagnostics in its $80 million sale to The CapStreet Group
          $175 million preferred stock offering for Meditrust Corporation
          $100 million high yield offering for Prime Medical Services




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                              VICE PRESIDENT – WILLIAM “TRIPP” MURRAY III



         Career Background
         Prior to joining Ladenburg Thalmann & Co. Inc., Mr. Murray worked for TM Capital Corp., a boutique
         investment banking firm located in New York and Atlanta, focusing on mergers & acquisitions for middle
         market clients. Prior to TM Capital, Mr. Murray worked for Oppenheimer & Co. (formerly Fahnestock & Co.)
         as an Analyst focusing on public equity offerings. He started his career at PriceWaterhouseCoopers, as a
         Financial Consultant in their Financial Advisory Services Group, focusing on corporate recoveries and
         bankruptcy work.

         Education
         B.S. cum laude, Finance & Investments, Babson College
         M.B.A., Fordham University [Candidate]

         Selected Transaction Experience
          Lead Manager in a $20 million initial public offering for Ready Mix, Inc.
          Sole-Manager in a $14 million follow-on offering for Environmental Power Corporation
          Placement Agent in a $10.4 million private placement for Castle Brands Inc.
          Financial Advisor to Segovia, Inc. in its $15 million senior notes offering
          Lead Manager in a $47.4 million initial public offering for Web Street, Inc.
          Co-Manager in a $34.2 million initial public offering for EDGAR Online, Inc.
          Co-Manager in a $169.9 million follow-on offering for Cima Labs, Inc.
          Financial Advisor to IFR Systems, Inc. in its $60 million merger with Aeroflex Inc.
          Financial Advisor to Zartic, Inc. in its $27.5 million refinancing




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                                               ANALYST – MARTIN DOLFI




              Career Background
              Prior to joining Ladenburg Thalmann, Mr. Dolfi worked for NatCity Investments, Inc., a financial advisory
              firm focusing on high net worth clients.

              Education
              B.B.A., Finance and Commercial Law, Western Michigan University

              Selected Transaction Experience
               Delivered a fairness opinion to Cogdell Spencer Advisors Inc. in its REIT consolidation transaction
               Lead Manager in a $20 million initial public offering for Ready Mix, Inc.
               Sole-Manager in a $14 million follow-on offering for Environmental Power Corporation
               Placement Agent in a $10.4 million private placement for Castle Brands Inc.
               Financial Advisor to Segovia, Inc. in its $15 million senior notes offering




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                                                             SELECTED RECENT PUBLIC OFFERINGS


                                                       Below are recent equity and debt offerings to the public in which
                                                        Ladenburg Thalmann & Co. Inc. acted as Sole or Co-manager




                          READY MIX, INC.
                                                                     ENVIRONMENTAL POWER                                   CABG Medical, Inc.               RMR F.I.R.E Fund
                             $19,607,500                                 CORPORATION
                                                                                                                                 $34,787,500                     $42,550,000
                            1,782,500 Shares
                                                                              $13,750,000
                            $11.00 Per Share                                                                                   6,325,000 Shares                1,702,000 Shares
                                                                            2,500,000 Shares                                   $5.50 Per Share                 $25.00 Per Share
                                                                            $5.50 Per Share
                     Initial Public Offering of
                          Common Stock                                                                                 Initial Public Offering of         Initial Public Offering of
                                                                Public Offering of Common Stock
                                                                                                                            Common Stock                       Common Stock
                 Acted as Lead-Manager for Ready Mix, Inc.
                                                               Acted as Sole Manager for Environmental Power                Acted as Co-Manager for          Acted as Co-Manager for
                                                                                Corporation                                    CABG Medical, Inc.               RMR F.I.R.E Fund




                                                                                                                                Viragen, Inc.                 APA Optics, Inc.
                          4,000,000 Shares                                  1,000,000 Shares


                              $3,612,000                                     $11,800,000                                         $15,000,000                     $42,000,000

                     Secondary Public Offering                            Follow-On Offering                                   Common Stock                    Common Stock

                            Sole Manager                                    Lead Manager
                                                                                                                           Acted as Placement Agent for    Acted as Placement Agent for
                                                                                                                                   Viragen, Inc.                 APA Optics, Inc.




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                                                                              SELECTED RECENT PRIVATE PLACEMENTS


                                                              Below are recent private placement transactions of equity and debt
                                                              in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent


                                                                                                                                                      BDC LLC d/b/a
                                                                                                                                           NEW YORK CITY PUBLIC
                                                                                                                                           TELEPHONE COMPANY
                               SEGOVIA, INC.
                        $15,000,000 Senior Notes
                                                                                           Castle Brands Inc.                              12.5% Senior Secured Notes                    U.S. Restaurant Properties, Inc.


                                                                                               $10,400,000                                                                                           $5,000,000
                                                                                              1,300,000 Shares
                                                                                               $8.00 Per Share                                        $1,790,000
                                                                                                                                                                                          Convertible Preferred Stock
                                                                               Series C Convertible Preferred Stock

             The undersigned acted as financial advisor to Segovia, Inc. in     Acted as Placement Agent for Castle Brands Inc.      Undersigned acted as Sole Placement Agent for BDC        Acted as Placement Agent for
             connection with this transaction.                                                                                         LLC d/b/a New York Public Telephone Company           U.S. Restaurant Properties, Inc.




                                                                                                                                     North Country BBQ Ventures, Inc.




                                    iCAD, Inc.                                     Onstream Media Corporation                                                                            U.S. Restaurant Properties, Inc.


                                    $6,750,000                                                  $8,500,000                                             $2,400,000                                    $4,000,000

                                Common Stock                                   Senior Secured Convertible Notes and                        Common Stock & Warrants                        Convertible Preferred Stock
                                                                                   Convertible Preferred Stock

                           Acted as Placement Agent for                                  Acted as Placement Agent for                            Acted as Placement Agent                     Acted as Placement Agent for
                                    iCAD, Inc.                                                 Visual Data, Inc.                                                                             U.S. Restaurant Properties, Inc.




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                                                               SELECTED RECENT PRIVATE PLACEMENTS


                                                     Below are recent private placement transactions of equity and debt
                                                     in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent




                $20.5 million Acquisition by                     U.S. Restaurant Properties, Inc.                                                                     Nab Construction Corporation                      The Cannery Hotel and Casino, LLC


               TLC Casino Enterprises, Inc.                                                 $16,000,000                                                                             $3,300,000                                           $11,905,000

                                                                    Convertible Preferred Stock                                                                              Senior Secured Notes                          Senior Subordinated Term Loan
                                                                                                                                                                                                                                      Facility

           Acted as Financial Advisor and Placed Acquisition                Acted as Placement Agent for                                                          Acted as Financial Advisor and Arranged the Private   Acted as Financial Advisor and Arranged the Private
                            Debt Financing                                 U.S. Restaurant Properties, Inc.                                                           Placement for Nab Construction Corporation          Placement for Cannery Hotel and Casino, LLC




                                                                                                                                                                                                                                  22,500,000 Private Transaction




                          BioTime, Inc.                              Wendy’s International, Inc.


                            $2,075,119                                                      $225,000,000                                                                            $6,000,000                                           $22,500,000
                                                                                6.20% Senior Note due 2014

                         Common Stock                                                                                                                                   Common Stock & Warrants                               Common Stock & Warrants
                                                                                        Goldman, Sachs & Co.
                                                                 Banc One Capital Markets, Inc.           JP Morgan              Morgan Stanley

                                                                 Bear, Stearns & Co. Inc.    Credit Suisse First Boston        Fleet Securities, Inc.
           Initiated the Transaction and Acted as Placement                                                                                                                 Acted as Placement Agent for                          Acted as Placement Agent for
                          Agent for BioTime, Inc.                          Ladenburg Thalmann & Co. Inc.                  Lehman Brothers                                    United Energy Corporation                             IMPCO Technologies, Inc.




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                                                         SELECTED RECENT PRIVATE PLACEMENTS


                                                   Below are recent private placement transactions of equity and debt
                                                   in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent




                      $18,500,000
                 Common Stock & Warrants

                       $6,500,000                                       $8,000,000                                     $14,000,000                       $11,000,000
                 Common Stock & Warrants
                                                                     Common Stock                                    Common Stock                Common Stock & Warrants



                    Acted as Placement Agent for                 Acted as Placement Agent for                    Acted as Placement Agent for      Acted as Placement Agent for
                       Visage Technology, Inc                       Ariad Pharmaceuticals                       AVANT Immunotherapeutics, Inc.           Microvision, Inc.




                                                                                                                                                       CellPoint, Inc.
                 MDU Resources Group, Inc.                       BEI Medical Systems
                                                                     2,228,890 Shares
                         58,429 Shares                                 has been sold to                                                                  $10,000,000
                                                                    Radius Ventures                                     $5,817,500
                          $10,000,000                           Convertible Preferred Stock                                                          Convertible Notes
                                                                     Price $1.875 per share
                        Common Stock                                                                                 Common Stock
                       Price $27.8995 per share
                                                                                                                                                     210,256 Warrants
                    Acted as Placement Agent for                 Acted as Placement Agent for                    Acted as Placement Agent for      Acted as Placement Agent for
                     MDU Resources Group, Inc.                       BEI Medical Systems                           Guilford Pharmaceuticals                CellPoint, Inc.




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                                                    SELECTED RECENT PRIVATE PLACEMENTS


                                              Below are recent private placement transactions of equity and debt
                                              in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent




                                                                                                                 Pharmos Corporation
                           Juno Online                        General Magic, Inc.                                                                    A.B. Watley, Inc.

                                                                                                                      $8,000,000
                          $125,000,000                             $45,000,000                                   Convertible Debentures                  $15,000,000
                                                                                                                   $3,000,000
                          Common Stock                           Common Stock                                Common Stock & Warrants                   Common Stock



                     Acted as Placement Agent for            Acted as Placement Agent for                        Acted as Placement Agent for      Acted as Placement Agent for
                              Juno Online                         General Magic, Inc.                                Pharmos Corporation                 A.B. Watley, Inc.




                                                                  2,683,000 Shares




                  Generex Biotechnology, Inc.               nStor Technologies, Inc.                              CyRx Corporation              Brook Mays Music Company


                           $50,000,000                             $15,000,000                                          $1,800,000                       $25,000,000

                          Common Stock                           Common Stock                               Common Stock & Warrants              Series A Preferred Stock



                     Acted as Placement Agent for            Acted as Placement Agent for                        Acted as Placement Agent for      Acted as Placement Agent for
                      Generex Biotechnology, Inc.               nStor Technologies, Inc.                               CyRx Corporation             Brook Mays Music Company




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                        SELECTED RECENT FINANCIAL ADVISORIES FOR M&A TRANSACTIONS


                      Below are recent transactions in which Ladenburg Thalmann & Co. Inc. acted as Financial Advisor




                                                                                                                                        New York Health Care, Inc.
                 Cogdell Spencer Advisors Inc.
                                                                             NextCare Urgent Care, Inc.
                                                                                                                                           has sold its New Jersey Division to
                                                                                             has acquired
                                                                                                                                                                                                            iCAD, Inc.
                          Fairness Opinion                                                                                                                                                                   has acquired
                                                                                                                                     Accredited Health Services, Inc.
                                                                                                                                                                                                  Qualia Computing, Inc.
                Real Estate Investment Trust                                                                                                          A Subsidiary of

                 Consolidation Transaction
                                                                                           A Subsidiary of
                                                                                 Beverly Enterprises, Inc.

                         Provided a Fairness Opinion to                                                                              Acted as Financial Advisor and provided a Fairness   Acted as Financial Advisor and provided a Fairness
                                                                        Acted as Financial Advisor to NextCare Urgent Care Inc.             Opinion to the Board of Directors of            Opinion to the Board of Directors of iCAD, Inc.
                          Cogdell Spencer Advisors Inc.                                                                                          New York Health Care, Inc.




                                                                          Pharmaceutical Formulations, Inc.                                 Hersha Hospitality Trust
                                                                                             has acquired
                      Cedar Income Fund, Ltd.                                                                                          Up to $65,000,000 Strategic Investment by                             has acquired
                    (n.k.a. Cedar Shopping Centers, Inc.)                     Konsyl Pharmaceuticals, Inc.
              has acquired it advisor for $15 million and                                                                                 CNL Financial Group, Inc.                              MDI Entertainment, Inc.
                 repurchased $9 million of OP Units



             The undersigned acted as Financial Advisor and provided
              two Fairness Opinions to the Special Committee of the                                                                                                                       Acted as Financial Advisor and provided a Fairness
                                                                          Acted as Financial Advisor and provided Merger and          Acted as M&A Advisor to Hersha Hospitality Trust
              Board of Directors of Cedar Income Fund, Ltd, for an                                                                                                                        Opinion to the Board of Directors of Scientific Games
                                                                       Acquisition Services for Pharmaceutical Formulations, Inc..
               internalization acquisition and an OP unit buyback.                                                                                                                        Corporation and Scientific Games International, Inc.




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