CLARKE ADVISORS LLC PRIVATE INVESTMENT BANKING Merger and Acquisition Services Securities offered through Penates Group LLC, FINRA/SIPC (a non-affiliated entity).

Clarke Advisors LLC is a Boutique, FINRA licensed Investment Banking Firm. Our services include capital formation, merger, acquisition and divestiture for small to medium-sized closely held private companies. Clarke’s experience has evolved from a number of industries including business services, technology and manufacturing. In the past five years he firm has developed an industry focus in Transportation, Logistics and its industry related Manufacturing Companies.

A. Sell side, Strategic Buyer B. Sell side, Financial Buyer C. Buy Side, Strategic / Financial Buyer D. Debt Recapitalization E. Debt Recapitalization; Distressed Pre-Bankruptcy F. Capital Formation, Non-Bank Debt Placement G. Capital Formation, Equity H. Capital Formation, Mezzanine Capital I. Advisory Services including Opinion of Value, CFO Services and Research TYPES OF TRANSACTIONS

a. A Partner Buyout. b. I need a new Bank….Now! c. Lack of a Credit Line. d. Lack of a Lease Line. E. No one will provide me financing. f. Purchase of a Competitor. g. An older Partner wants to retire. h. No Family members to take over the business. i. How do I structure a Family Transition? j. Partial sale of my shares for needed cash. k. Growth Capital Needed. l. What is my Company worth? m. Tax consequences of a sale. n. A death in the family forces a decision. o. I am ready to Sell the Company and move on with other things in my life…and the list could go on. TYPICAL CLIENT REQUESTS

A. Clarke and the perspective client (seller or buyer) discuss the overall objective and most desirable outcome. Clarke and the prospective client sign off on a Confidentiality Agreement and share information on the Company; typically financials, ownership structure and an asset list. B. Based on this information Clarke provides the Prospective client a verbal or if requested written “Opinion of Value” on the company. C. Clarke and the Prospective Client sign off on a Non-Exclusive Fee Agreement; Our fees are all back end based and average 5% based on the deal size. OUR PROCESS

D. Clarke begins the process of researching prospective buyers of both know buyers and other targetd prospective buyers based on the specfics of the Company being sold and conversations with the Seller. E. Clarke gathers a complete File of financial and corporate due diligence from our Client. F. Clarke begins the process of contacting prospective buyers using a Confidentiality Agreement for each interested party. A File on the Seller is provided to the prospective buyer; After an NDA is signed. OUR PROCESS

G. Clarke provides a weekly update to the Client and schedules conference calls as required with interested parties. H Clarke negotiates with the perspective buyer(s) with the goal of signing a Letter of Intent to purchase between the buyer and seller. I. Clarke guides the Company through the due diligence and contract process until the transaction is completed. After all this and upon close Clarke gets paid. Our fees average 5% depending on the size of the transaction OUR PROCESS

Confidentiality is key in a successful sale or purchase of any business. How your Advisor handles the process of research and the contact of potential buyers can make the difference in the pricing, terms and and the eventual success of the transaction. At Clarke, we pride ourselves on detailed research utilizing our existing relationships and research specific to your business. The control point in the process of selling a business, raising capital or buying your competitor comes with a strong Non-Disclosure and Confidentiality Agreement. In our process, the client is copied and approves all requests for information and signed Non-Disclosure and Confidentiality Agreements. CONFIDENTIALITY

Typically, there are three tiers of buyers: A. Private Equity Buyers can move the fastest, offer the best terms and conditions BUT are the most selective of the industry buyers. B. Large regional companies; (often backed by Private Equity) make up the second tier of buyers and handle the bulk of the transactions in the market today C. Competitors of your firm both local and regional.

Your Options: Start With: "Opinion of Your Company Value” Provided By Clarke Advisors Now; Your Exit or Succession Plan Will Be Much Clearer! Clarke Advisors Will Facilitate: Tax Planning Scenarios & Estate Planning Scenarios Coordinated By Clarke Advisors Exit Plan - Investor or Strategic Sale - Re-Capitalization Growth Plan - Re-Capitalization - Equity Partner Succession Plan - Family options - Employees OPINION OF VALUE

Office: Cell: Clarke Advisors LLC PO Box East Easy Street Suite 107 Carefree, AZ