What Kind of Loan? (Series: Borrower or Lender BE)

1. Practical and entertaining education for attorneys, accountants, business owners and executives, and investors. 2

2. The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. DISCLAIMER 3

3. MEET THE FACULTY MODERATOR: Rebecca Fruchtman Bank of America Merrill Lynch PANELISTS: Jeffrey Bardos Speritas Capital Partners Christopher Horvay Sugar Felsenthal Grais & Helsinger LLP Alex Mazer Big Shoulders Capital 4

4. ABOUT THIS WEBINAR In a broad sense, most loans can be divided into two basics types: an asset-based loan (ABL) and a cash flow loan. An ABL is made by a lender who underwrites the loan primarily by valuing the company’s assets, such as accounts receivable (A/R) and inventory. An ABL lender underwrites a loan based on the ability to liquidate its collateral should it need to. A “cash flow” lender, in contrast, while also secured against the borrower’s assets, underwrites the loan primarily based on the cash flow and general credit-worthiness of the borrower. The distinction between these types of loans is only the beginning of understanding the many types of loans available to a business, because within each of the two types there are many sub-types. This webinar takes the audience through a guided tour of the various borrowing options available to businesses, from both a business and legal perspective, to paint the overall landscape of the different types of lenders that exist and to provide a framework for understanding what type of lender and loan may make sense for any particular borrower. This webinar is delivered in Plain English, understandable to you even if you do not have a background in the subject. It brings you into an engaging, even sometimes humorous, conversation designed to entertain as it teaches. And, it is specifically designed to be viewed as a stand-alone webinar, meaning that you do not have to view the other webinars in the series to get a lot out of it. 5

5. ABOUT THIS SERIES Many companies, and most of any size, use borrowed funds as part of their capital structure. Depending on the nature of the business, its size, time in business, whether it has adequate collateral, and other factors, a business has myriad options when borrowing funds. This webinar series provides a guided tour of the various borrowing options available to businesses, from both a business and legal perspective. Learn the advantages and disadvantages of different types of loans, how to select the right loan for your business, how to negotiate terms, and what happens in the event the loan is defaulted upon. As with every Financial Poise Webinar, each episode is delivered in Plain English understandable to investors, business owners, and executives without much background in these areas, yet is also valuable to attorneys, accountants, and other seasoned professionals. And, as with every Financial Poise Webinar, each episode brings you into engaging, sometimes humorous, conversations designed to entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes, so that participants will enhance their knowledge of this area whether they attend one, some, or all episodes. 6

6. Dates shown are premiere dates; all episodes will be available on demand after their premiere date. EPISODES IN THIS SERIES Episode #1 What Kind of Loan? 1/24/19 Episode #2 Basics Concepts Applicable to All Borrowers & Lenders 2/21/19 Episode #3 Alternative Structures- PO Financing, Factoring & MCA 3/27/19 Episode #4 Dealing With Defaults 4/24/19 7

7. Episode #1: What Kind of Loan?

8. NEITHER A BORROWER NOR A LENDER BE; FOR LOAN OFTEN LOSES BOTH ITSELF AND FRIEND? • Equity v. Debt • Secured v. Non-Secured 9 PROS CONS Equity Raise - Increased liquidity - Strategic Partnerships - Ownership dilution - Outside influence / control Debt Raise - “Less Expensive” than Equity - Retain equity ownership - Increased leverage => Increased risk - Debt needs to be repaid © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

9. HISTORICALLY, MAJOR DISTINCTION AMONG LENDERS • Cash Flow- principal underwriting analyzes the amount of loan, credit history, cash flow. • Asset-Based 10 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

10. ANOTHER MAJOR DISTINCTION AMONG LENDERS • Regulated: • Traditional sources of capital (ex. Banks) - various degrees of SEC mandates • Unregulated • Operate independently of SEC • Increased flexibility on structure, industry, credit risk • Fill voids that Regulated lenders do not service • Often higher costs of capital 11 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

12. HISTORICAL ASSET-BASED LENDERS • Asset-Based Lending Group within Banks • Specialty Asset-Based Lenders ✓ Equipment Lender ✓ PO Financer ✓ Factor ✓ Merchant Cash Advance Funder 13 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

13. COMMONALITIES AMONG ALL TYPES OF ASSET-BASED LENDING • An ABL is a loan secured by borrower’s assets • A borrower receives this type of financing by offering inventory, accounts receivable and/or other assets as collateral • Article 9 and State Foreclosure Law Incredibly Important 14 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

14. SPECIALTY ASSET-BASED LENDERS - EQUIPMENT FINANCERS Loan v. Lease • Straight Loan- a/k/a: ✓ Equipment Finance Agreement ✓ Capital Lease ✓ Finance Lease • Lease 15 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

15. SPECIALTY ASSET-BASED LENDERS - EQUIPMENT LOANS • Equipment shown as an asset on balance sheet and depreciated • Payments not fully tax deductible. • Tax laws regarding deductions/depreciation change from time to time. Section 179 Deduction currently available for new and used equipment, as well as off-the-shelf software. Finance Lease 16 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

16. SPECIALTY ASSET-BASED LENDERS - EQUIPMENT LEASES • Lower payments than equipment loans • Payments usually fully tax deductible • Fair Market Value (FMV) residual = purchase price at end of lease 17 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

17. SPECIALTY ASSET-BASED LENDERS - PO FINANCIER • Purchase order finance lending involves financier paying supplier of another company (i.e the “borrower”) for goods that have been ordered to fulfill a job for a customer • At the end, the PO financier will collect the invoice from the “borrowers” customer • PO financier makes its money by charging “borrower various fees - which are taken out of the collected invoice, then the remaining amount is returned to the “borrower” 18 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

18. SPECIALTY ASSET-BASED LENDERS – PO FINANCIER (CONT’D …) Who uses PO financing & when? ✓ Distributers ✓ Wholesalers ✓ Resellers ✓ Importers or Exporters of Finished Goods ✓ Outsourced manufactures 19 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

19. SPECIALTY ASSET-BASED LENDERS – PO FINANCIER (CONT’D …) Generally, PO financing is used during the following times – ✓ Seasonal Sales Spikes - at the beginning of a seasonal sales spike where a business might receive purchase orders that exceed the working capital ✓ Substantial Growth – if sales growth is outpacing the business’s small business lines of credit ✓ Consistently Tight Cash Flow – it’s normal for businesses to have many cash flow problems at certain times of the month on a consistent basis 20 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

20. SPECIALTY ASSET-BASED LENDERS – PO FINANCIER (CONT’D …) What to submit to get approved for a PO finance loan - ✓ Generally, a business needs to submit basic and corporate financial information, such as – ▪ Purchase order from its customer ▪ Pro-forma invoice from its vendor ▪ An understanding of payment terms and lead teams ✓ Overall, the more details a business presents regarding its financial books, the easier it will be to receive a PO finance loan. 21 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

22. SPECIALTY ASSET-BASED LENDER- FACTOR (LENDING ON A/R) • Factoring is a transaction in which a business sells its invoices, receivable, to a third party known as a “factor” • The factor collects payments on those invoices from “borrower’s” customers (i.e. account debtors) • Companies that decide to factor want to receive cash quickly on receivables, rather than waiting 30 to 60 days for a customer to pay • Credit decision primarily on credit worthiness of account debtors 23 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

23. SPECIALTY ASSET-BASED LENDERS – FACTOR (LENDING ON A/R) (CONT’D …) Who uses factoring and when? A business may be a good candidate for factor lending if… ✓ A business that may have a hard time getting bank loans – smaller businesses often don’t have the collateral to pursue bank options; factoring allows for financing flexibility that banks do not offer and for security that crowdfunding cannot ✓ A business that is burdened with cash flow issues ✓ A business seeking to take large accounts, but that does not have the capital to do so ✓ Factors will normally require a business to sell A/Rs free and clear of liens. Releases/inter-creditor agreements may be needed. 24 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

24. SPECIALTY ASSET-BASED LENDERS – FACTOR (LENDING ON A/R) (CONT’D …) Who uses factoring and when? (Con’t…) Types of industries that may benefit from A/R financing – ✓ Businesses that are awarded government contracts ✓ Textile/clothing manufacturers ✓ Trucking companies ✓ Construction companies ✓Temp agencies/employment agencies/recruitment agencies, etc. 25 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

25. SPECIALTY ASSET-BASED LENDERS – FACTOR (LENDING ON A/R) (CONT’D…) Who uses factoring and when? (Con’t…) When is it a good time to lend on A/R? ✓ When you need cash immediately to fund business growth ✓ When you don’t qualify for bank loans due to poor credit or low bank balances ✓ When you want to focus on growing your business rather than managing your business 26 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

26. SPECIALTY ASSET-BASED LENDERS – FACTOR (LENDING ON A/R) (CONT’D…) What do I need to submit to be considered for a factor (lending on A/R) loan? ✓ Accounts receivables/ payable aging report ✓ Articles of organization or incorporation ✓ Completed invoice factoring application As mentioned above, the more financial transparency you can offer to the factoring company, the better 27 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

27. SPECIALTY ASSET-BASED LENDERS – FACTOR (LENDING ON A/R) (CONT’D…) 28 Source: https://www.bluevine.com/accounts-receivable-factoring-guide-factoring-invoices/ © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

28. SPECIALTY ASSET-BASED FUNDERS- MERCHANT CASH ADVANCE LENDER An MCA is an advance transaction based upon the future revenues or credit card sales of a business Generally, rates on MCA are typically higher than other alternative lending options. However, recent entrants to the space are offering MCAs and rates comparable to traditional lending products (AMEX, Square) An MCA provider looks at a business’s daily credit card receipts to determine whether the business can pay back the advance in a timely manner 29 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

29. SPECIALTY ASSET-BASED LENDERS - MERCHANT CASH ADVANCE (MCA) LENDER (CONT’D…) Who uses MCA? ✓ Restaurants ✓ Food service businesses ✓ Small clothing retailers When is it best to use a merchant cash advance? ✓ It’s recommended that borrowers exhaust other financing options prior to resorting to an MCA – primarily because they offer much higher rates than other alternative financing options ✓ MCA are a good option for small business who do not qualify for traditional or alternative loans 30 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

30. SPECIALTY ASSET-BASED LENDERS- MERCHANT CASH ADVANCE (MCA) LENDER (CONT’D…) What to submit to be considered for a merchant cash advance? ✓ It depends on the lender. Generally, MCA lenders have required at least– ▪ A business to have run for at least one (1) year ▪ A business accepts credit cards and processes at least a few thousand dollars per month ▪ You are seeking at minimum about $10,000 in funds ▪ 3-6 months of a business’s most recent credit card processing statements ▪ 3-6 months of a business’s most recent bank statements; ▪ A copy of the borrower(s) driver’s license ▪ Completed application signed by principals/owners of the business 31 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

31. SPECIALTY ASSET-BASED LENDERS – MERCHANT CASH ADVANCE (MCA) LENDER (CONT’D…) 32 Source: https://www.nationalpaymentprocessing.com/education-station-index/what-is-a-merchant-cash-advance- mca © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

32. SPECIALTY ASSET-BASED LENDERS – ALTERNATIVE SMALL BUSINESS LOANS Alternative Small Business Loans – Fixed Daily ACH payments from the business bank account with rates similar to that of MCAs. Used by businesses that may not qualify for or want traditional lending products but do not take credit cards as a form of payment. Different from an ACH MCA in that the business owner guarantees repayment of the loan regardless of the business’ performance. 33 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

33. SPECIALTY ASSET-BASED LENDERS - HARD MONEY LENDERS (LENDERS OF LAST RESORT) A hard money loan is asset-based financing where the borrower receives funds secured by real property – it’s a short-term loan that typically ranges from 3-12 months; the longer the loan, the higher the interest rate Generally, these loans come from investors or lenders based in part on the property you are using as collateral Hard money loans provide access to capital to purchase investment properties – they can be funded quickly (typically within 48-72 hours) When a business exhausted tradition and alternative financing options, a hard money loan may be the only option left 34 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

34. SPECIALTY ASSET-BASED LENDERS - HARD MONEY LENDERS (LENDERS OF LAST RESORT) (CONT’D…) Who uses hard money? ✓ Developers and “house flippers” ✓ Real property purchasers ✓ Construction companies When should a business resort to a hard money loan? ✓ When it has exhausted ALL other options… ✓ When it needs money fast… 35 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

35. SPECIALTY ASSET-BASED LENDERS - HARD MONEY LENDERS (LENDERS OF LAST RESORT) (CONT’D…) What to submit to qualify for a hard money loan? ✓ Loan submission form ✓ Purchase contract ✓ Preliminary title report ✓ Identification – i.e. driver’s license ✓ Proof of funds ✓ Proof of insurance ✓ Rent/lease rolls for commercial properties ✓ Sometimes, interior and exterior photos of the property 36 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

36. SPECIALTY ASSET-BASED LENDERS – HARD MONEY LENDERS (LENDERS OF LAST RESORT) (CONT’D…) 37 Source: https://fitsmallbusiness.com/financing-reo-properties/ • LTV (Loan to Value Ratio) – represents an amount borrowed as compared to cost or value of the property being purchased • ARV (After Repair Value) – the estimated value of the property after renovations © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

37. MARKETPLACE LENDER / FINTECH Marketplace lending is a conglomeration of a typically online non-bank financial institutions that provide customers with faster and cheaper ways to obtain a business loan Financial technology, better known as “fintech,” describes a business that aims to provide financial services by making use of software and modern technology Examples of marketplace lending/Fintech companies: ✓ Quicken Loans ✓ LendingClub ✓ Kabbage ✓ Crowdfunding 38 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

38. TRADITIONAL AND NON-TRADITIONAL UNDERWRITING Traditional underwriting 1. Historical cash flow 2. Tangible collateral 3. Business and personal credit 4. Management team and experience Non-Traditional underwriting 1. Management team / business model 2. Collateral 3. Cash flow – balance of historical and projected © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ 39

39. A FEW THINGS TO CONSIDER WHEN CHOOSING AN ALTERNATIVE LENDER Contract Terms ✓ Term, interest rates, and other terms prior to settling on an alternative lender Notification ✓ In PO financing and factoring, lender will notify borrower’s customers regarding the financing transaction. Services ✓ Can alternative lender make it easier to build business rather than be a nuisance? Convenience and speed Cost ✓ Some financers advertise low costs but hide other fees that can quickly raise real costs 40© 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

40. ABOUT THE FACULTY Ms. Fruchtman is currently a Senior Vice President and Assistant General Counsel at Bank of America Merrill Lynch where she acts as general counsel to the Bank’s Business Capital line of business (US Central Region) on asset based lending facilities up to $1 Billion, workout and bankruptcy matters. Previously Ms. Fruchtman served as counsel to the Bank’s Global Transaction Services Global Trade and Supply Chain Line of Business (2012 to 2017). Prior to joining the Bank, Ms. Fruchtman was a founding partner of Baer Higgins Fruchtman LLC, a law firm focusing on complex bankruptcy and restructuring matters and before that, was an attorney in the Kirkland & Ellis LLP restructuring and corporate finance practice groups from 1999. Ms. Fruchtman has a deep bench of experience in the global trade finance space, in structuring, negotiating and executing securitization, leveraged lease, and other complex financing transactions and in all facets of distressed situations, including extensive involvement in some of the largest bankruptcy cases filed in the US. Ms. Fruchtman has spoken routinely on letter of credit topics at the annual International Banking Law & Practice Conferences and actively participated in the global banking association BAFT IFSA, having spoken at a BAFT 2015 conference in Chicago and been involved in BAFT’s lobbying the Fed on Trade related Dodd-Frank issues and its review of FATCA’s impact on letter of credit fees . Ms. Fruchtman served on the Board of Directors of the 1000-member Chicago Chapter of the Turnaround Management Association (TMA) from 2013 to 2016 and won the TMA Chicago Pro Bono engagement of year award in 2016 which received national publicity. Ms. Fruchtman also served a two-year term as Membership Relations Director of the American Bankruptcy Institute Committee on Commercial Fraud, and was an Associate Editor of the American Bankruptcy Institute Journal from 2008 through 2012. Ms. Fruchtman holds B.S. and J.D. degrees from Georgetown University; and an M.B.A. from the University of Chicago Booth School of Business. 41© 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ REBECCA FRUCHTMAN rebecca.fruchtman@bankofamerica.com

41. ABOUT THE FACULTY JEFFREY BARDOS jbardos@speritascapital.com Jeff founded Speritas Capital Partners to help small and medium-sized businesses broaden their access to the right kind of capital. Jeff brings over 25 years of experience in the financial services industry. Jeff began his career at the NY Fed and has worked at senior levels in commercial banking, retail banking, strategic planning, liquidity risk management and regulatory affairs. Jeff has also played senior founding roles in several start-ups where he learned first-hand that access to capital is one of the most significant hurdles facing small and medium-sized businesses. Jeff’s firm, Speritas Capital, works with small to lower middle market businesses to provide financing solutions for difficult credit, collateral and cash flow situations. Speritas Capital has relationships with over 70 national lenders and private investors that gives the firm the product breadth to assist clients in identifying funding options that go beyond what traditional lenders can typically provide. 42 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

42. ABOUT THE FACULTY CHRISTOPHER HORVAY chorvay@sfgh.com With more than 40 years experience, Christopher J. Horvay has represented senior creditors and asset-based lenders in complex litigation, workout and bankruptcy matters across the country. His practice also involves the representation of asset-based lenders in the documentation of complex loan transactions and in litigation disputes as well as the representation of creditor committees and liquidation trustees in litigation relating to fraudulent conveyances. Chris has consistently been recognized as an Illinois Super Lawyer since 2006, as well as an Illinois Leading Lawyer for the last two years in commercial bankruptcies and workouts. Chris has undertaken a leadership role in the Turnaround Management Association's Chicago/Midwest chapter since its inception. He previously served as a TMA National Director from 1999 through 2002, as well as president of the Chicago/Midwest chapter in 1997 and 1998. In 2004, Chris was recognized by the Chicago chapter as its Educator of the Year. From 2014 through 2016, he served as President of the Chapter's Scholarship Foundation Board. In November, 2016, he received the Chapter's Legend Award for outstanding service to the Chapter and the profession. Chris has been a Partner in the Restructuring Group at Sugar Felsenthal Grais & Helsinger LLP since 2012. He was educated at Syracuse University (B.A. History Honors, 1973) and Northwestern University’s School of Law (J.D. 1976). 43 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

43. ABOUT THE FACULTY ALEX MAZER alex.mazer@bigshoulderscap.com In October of 2012, Alex joined PPL Group and its affiliate Big Shoulders Capital, a private fund that provides liquidity solutions for commercial and industrial companies in turnaround/transition; primary services include industrial asset disposition / liquidations, asset-based debt refinancing and equity investments in operating companies. Prior to joining PPL and BSC, Alex founded and managed The BirdDog Group, a national liquidation firm he founded in 2010. The BirdDog Group specialized in asset disposition of consumer goods and retail inventories for lenders, manufacturers, and retailers across the country. Outside of the US, Alex has lived and worked in Hong Kong and Mainland China. He completed his MBA at Northwestern’s Kellogg School of Business. A Baltimore native, Alex has lived in the Midwest since 2009. 44 © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

44. The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. IMPORTANT NOTES 45© 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™

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