EMPIRE - Key Persons

Job Titles:

• Senior Managing Director
• Senior Managing Director at Empire Valuation Consultants

Chuck is a Senior Managing Director at Empire Valuation Consultants and is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers. He has over 30 years of professional experience providing financial consulting, business appraisals, ESOP feasibility and transaction consulting, due diligence and expert witness testimony on business valuation matters. Chuck has extensive experience in the valuation of business assets and interests for purposes of employee stock ownership plans (ESOPs), providing ESOP feasibility studies, plan design and implementation consulting services. He has assisted over 100 companies in exploring the feasibility of utilizing an ESOP and implementing an ESOP for business succession purposes. Chuck has prepared and managed estate and gift tax valuations, fairness opinions, purchase price allocation among acquired intangible assets and goodwill impairment testing, shareholder and partnership disputes, marital dissolution, acquisitions, divestitures and mergers. He has testified as an expert witness on valuation matters in various State Supreme Courts, U.S. Bankruptcy Court, and has had his valuations accepted by the IRS and U.S. Tax Court. He has also testified as an expert witness before the American Arbitration Association. Chuck has published articles and lectured on business valuation, mergers and acquisitions, succession planning and ESOPs before various professional and industry groups throughout the United States. EDUCATION M.B.A. - University of Hartford Barney Graduate School of Business and Public Administration B.S. in Business Management - University of LaVerne AFFILIATIONS American Society of Appraisers New England - Regional Governor Ethics Committee - Member Connecticut Chapter - Past President National Center for Employee Ownership (NCEO) - Consultant Member The ESOP Association/Valuation Advisory Committee - Chair Employee Ownership Foundation (EOF) - Trustee Vermont Employee Ownership Center (VEOC) - Member

Job Titles:

• Senior Equipment Appraiser

Garrett is a Senior Equipment Appraiser with Empire Valuation Consultants. He is an Accredited Senior Appraiser of the American Society of Appraisers (ASA) with a designation in Machinery & Technical Specialties and a Certified Equipment Appraiser of the Association of Machinery and Equipment Appraisers (AMEA). Garrett has extensive experience in valuations of machinery and equipment for financial reporting, gift and estate tax, asset-based lending, litigation, and corporate planning and due diligence. He has valued equipment for clients ranging from individuals, small partnerships, and mid-sized corporations to local, state, and federal government agencies and Fortune 5 corporations. He has experience with equipment in many different industries, including construction and transportation, agriculture and food processing, wineries and breweries, medical and healthcare, and others. Garrett is an active member of the ASA, currently serving as International Vice President and member of the Board of Governors. Garrett has previously served as editor of the fourth edition of ASA's foundational textbook on equipment appraisal, Valuing Machinery & Equipment: The Fundamentals of Appraising Machinery and Technical Assets, published in 2020; as the ASA Region Governor covering the Western United States, Australia, and the Asian Pacific Rim; and as President of the ASA Northern California Chapter. AFFILIATIONS Association of Machinery and Equipment Appraisers American Society of Appraisers International Vice President & Past International Secretary/Treasurer Northern California Chapter - Past President & Board Member Board of Governors - Member Editor - Valuing Machinery & Equipment: The Fundamentals of Appraising Machinery and Technical Assets (4th Edition) EDUCATION M.B.A. in Business Administration - San Francisco State University B.A. in Political Science - San Francisco State University

Job Titles:

• Senior Managing Director
• Senior Managing Director of Empire Valuation Consultants

Greg is a Senior Managing Director of Empire Valuation Consultants, and an Accredited Senior Appraiser (ASA) with a designation in Business Valuation, of the American Society of Appraisers. He has over 20 years of business valuation experience, providing valuation services for gift and estate tax reporting, ESOP and ERISA plan administration, merger and acquisition consulting, fairness and solvency opinions, financial and fair value reporting and general corporate planning purposes. Greg has valued a variety of business interests, including various classes of corporate equity, debt and derivative securities; limited partnership and limited liability company interests; preferred freeze interests; intangible assets and intellectual property rights; and carried interests. His experience also involves a diverse range of industries, with multiple engagements in consumer electronics; commercial real estate; sporting goods manufacturing and licensing; heavy and agricultural equipment manufacturing; and non-ferrous metal mills, foundries and service center industries, to name a few. Prior to joining Empire, Greg was an officer of a Boston-based commercial bank where he managed a group responsible for evaluating both closely held and publicly traded companies for the extension of commercial credit and the provision of international trade banking services. He also managed portions of that institution's loan officer development program and conducted seminars on credit and financial analysis for commercial lending purposes. He has also worked in the mutual and pension fund administration industries. EDUCATION M.B.A. in Finance and Corporate Accounting - University of Rochester Simon Business School B.B.A. in Finance - St. Bonaventure University AFFILIATIONS American Society of Appraisers International Board of Examiners - Member Western New York Chapter - Past Vice President The ESOP Association - Professional Member National Center for Employee Ownership (NCEO) - Consultant Member

Job Titles:

• Office Managing Partner - Rochester / Board Member

Hugh has managed and prepared valuation engagements involving a wide variety of equity, debt and equity-linked securities, and especially enjoys consulting with early-stage ventures and companies that have complex capital structures. Representative engagements include valuations for estate and gift tax reporting, M&A, ESOP formation and administration, recapitalizations, general corporate reporting, SEC reporting, and litigation support. These engagements have involved firms in a diverse array of industries, including alternative asset management, traditional asset management and investmenthas managed and prepared valuation engagements involving a wide variety of equity, debt and equity-linked securities, and especially enjoys consulting with early-stage ventures and companies that have complex capital structures. Representative engagements include valuations for estate and gift tax reporting, M&A, ESOP formation and administration, recapitalizations, general corporate reporting, SEC reporting, and litigation support. These engagements have involved firms in a diverse array of industries, including alternative asset management, traditional asset management and investment advisory, biotechnology and other start-ups, restaurants, hotel and leisure, apparel, publishing, construction and a variety of manufacturing and service advisory, biotechnology and other start-ups, restaurants, hotel and leisure, apparel, publishing, construction and a variety of manufacturing and service businesses. Hugh has conducted valuations of hundreds of entities which own, operate, manage, or develop real estate, primarily for estate planning and estate tax reporting purposes. These engagements include a number of complex portfolios for real estate investors and developers. Several individual engagements have included 100 or more entities, with multiple tiers of ownership and a variety of legal structures. Hugh specializes in the valuation of carried interests in private equity and hedge funds, and has extensive experience in the valuation of limited partnership interests in such funds. Hugh has given presentations on carried interest valuations, Rule 144, restricted stock analysis and discounts for lack of marketability, S-Corp valuation and other topics in a variety of settings. He has provided litigation support in dissenting shareholder, matrimonial and lost profits disputes, primarily in New York. Prior to joining Empire, Hugh was a manager in the corporate business planning group of The Hertz Corporation. An Eagle Scout, Hugh is an active adult leader for the Boy Scouts of America and is involved with other community organizations in both Rochester and Boston. EDUCATION M.B.A. in International Management (Finance and Entrepreneurship) - Thunderbird School of Global Management B.A. in International Relations - Syracuse University AFFILIATIONS CFA Institute - Member CFA Society of Rochester - Member Association for Corporate Growth (ACG) Boston - Member Boston Estate Planning Council (BEPC) - Member American Society of Appraisers Western New York Chapter - Past President (2007 - 2011)

Job Titles:

• Senior Manager
• Manager at Empire Valuation Consultants

Ivy is a Manager at Empire Valuation Consultants, where she has worked since 2004. She is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers and a Chartered Financial Analyst® (CFA) Charterholder. Ivy has been involved in the valuations of a variety of debt and fixed income securities, real estate, derivative instruments, intangible assets, and equity interests across a variety of industries and global locations. In addition, Ivy has valued a wide variety of privately held companies for transactions, estate and gift tax reporting, ESOP transactions, financial reporting, and general corporate planning purposes. Prior to joining Empire, she worked for the Federal Home Loan Bank of San Francisco where she was responsible for underwriting unsecured credit lines to financial institutions. EDUCATION M.B.A. in Finance and Corporate Accounting - University of Rochester Simon Business School B.A. in Interdisciplinary Studies - University of California, Berkeley AFFILIATIONS American Society of Appraisers Western New York Chapter - Vice President CFA Institute - Member CFA Society of Rochester - Member The ESOP Association - Professional Member

Job Titles:

• CFO
• Senior Managing Director
• Senior Managing Director of Empire Valuation Consultants

Kevin is a Senior Managing Director of Empire Valuation Consultants. He is a Chartered Financial Analyst® (CFA) Charterholder and an Accredited Senior Appraiser (ASA) of the American Society of Appraisers. Kevin specializes in valuing professional sports franchises including those in the National Football League, National Hockey League, National Basketball Association and Triple-A and Major League Baseball. These valuations and fairness opinions are generally prepared for teams in relation to estate planning, recapitalizations and other corporate planning purposes. Kevin has valued many businesses, ranging from large multi-national companies to small local businesses, including household name product manufacturers, large real estate holding conglomerates, private REITs, real estate development companies, apparel manufacturers, restaurant franchises, movie theaters, nightclubs and many others. His intangible asset valuation assignments have included patents, literary works, movie and music rights, guaranty fees, split dollar arrangements and insurance products. Additionally, he has prepared valuations of in-process research and development, technology and other intangible assets for financial reporting purposes. Kevin lectures on valuation topics to various professional and educational organizations, including the Monroe County Bar Association, the Western New York and New York City Chapters of the ASA, the Pierro Law Group Intergenerational Wealth Planning Conference, WealthCounsel and the University of Rochester Simon School of Business. In addition to his work-related activities, Kevin has spent considerable time volunteering, and serves on the Board of Directors of the Sojourner House at Pathstone charity in Rochester, NY. He is also a member of the Town of Penfield's Board of Assessment Review, and sat on the Comprehensive Plan Committee to help prepare the town's 10-year plan. In his spare time he enjoys participating in triathlons, half marathons, golfing, spending time in the Finger Lakes and being involved with his children's activities. EDUCATION M.B.A. in Finance - University of Rochester Simon Business School B.A. in Hotel, Restaurant and Institutional Management - Pennsylvania State University AFFILIATIONS CFA Society of Rochester - Past President (Two Terms) American Society of Appraisers Western New York Chapter - Officer Positions Upstate Capital Association of New York (UVANY) - Member

Job Titles:

• Member of the Board
• ASA, CPA, ABV, CGMA
• Senior Managing Director of Empire Valuation Consultants

Mark is a Senior Managing Director of Empire Valuation Consultants. He is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers, and is a Certified Public Accountant (CPA) and Accredited in Business Valuation (ABV) by the American Institute of Certified Public Accountants. Mark has over 25 years of valuation experience with operating, real estate and intangible assets. He also has extensive experience in the valuation of business interests and assets for purposes of Fair Value Measurement (ASC 820), Business Combinations (ASC 805), Property, Plant and Equipment (ASC 360-10), financial SEC reporting, fairness opinions, estate and gift tax and litigation. In addition, he has prepared and supervised over 3,000 valuations of direct and indirect investments in debt, equity and real-estate backed assets on behalf of major alternative asset managers, family offices and business owners worldwide. Mark has testified as an expert witness in Federal and State Courts and before the American Arbitration Association. He has lectured on business, debt and equity valuation, financial reporting valuation for national accounting, appraisal and legal organizations and the valuation of intellectual property. Mark is a past Professor of Finance (Business Valuation) at Fordham University Gabelli School of Business and has published several articles on valuation-related topics. Prior to joining Empire, Mark worked for JP Morgan Chase, Equitable Capital's (AXA) Private Placement and LBO Group and PwC. EDUCATION M.B.A. in Business Administration (with distinction) - New York University Stern School of Business B.S. in Economics (cum laude) - University of Pennsylvania Wharton School of Business AFFILIATIONS American Society of Appraisers New York City Chapter of the ASA - Past President American Institute of Certified Public Accountants (AICPA) - Member New York Society of Security Analysts (NYSSA) - Member NYSSCPAs Private Equity Committee - Member Hedge Fund Association - Member Wharton Hedge Fund Network - Member Wharton Clubs of NY and Israel - Member Beta Gamma Sigma Honor Society

Job Titles:

• Senior Managing Director

Scott is a Senior Managing Director of Empire Valuation Consultants and an Accredited Senior Appraiser (ASA) of the American Society of Appraisers. He has over 20 years of experience managing and preparing business valuation engagements. His areas of expertise include the valuation of common and preferred stock, debt (including senior and subordinated debt, bonds and promissory notes), options/warrants, partnership and limited liability company interests, and Level 3 assets (ASC 820, fair value). Scott's experience also includes the valuation of various intangible assets and intellectual property. Scott has extensive experience in the valuation of business assets and interests for purposes of corporate planning, estate and gift tax reporting, SEC reporting (including the allocation of purchase price among acquired intangible assets, goodwill impairment testing and fair value analyses), acquisition/sale, spin-offs/recapitalizations, employee stock ownership plans (ESOPs), buy-sell agreements, and fairness opinions. He works with companies in all life-cycle stages, ranging from start-ups to large, mature corporations. He has managed and prepared business valuations for firms in a wide range of industries including, but not limited to, the following: aerospace, advertising, agriculture, asset management, apparel and footwear, automotive, banking, biotechnology, chemicals, construction, distributors, engineering, environmental and waste management, financial services, gaming, healthcare, hedge funds, insurance, lodging, manufacturing, paper and forest products, private equity funds, publishing, real estate, restaurants, retail, oil/gas, software/technology and telecommunications. Scott has published articles and lectured on valuation topics to professional and educational organizations including the NYS Bar Association and the University at Buffalo School of Management. Prior to joining Empire, Scott worked at M&T Bank in commercial credit and portfolio management. EDUCATION M.B.A. in Finance - State University of New York at Buffalo School of Management B.A. in Economics - State University of New York College at Geneseo AFFILIATIONS Boston Estate Planning Council (BEPC) - Member The ESOP Association - Professional Member American Society of Appraisers Western NY Chapter - President Rochester Chamber of Commerce - Member

Job Titles:

• Managing Director

Rich is a Managing Director at Empire Valuation Consultants, where he has worked since 2010. He has over 30 years of experience in the estate and trust industry and is responsible for furthering the development of Empire's valuation services in trust, estate, private equity and hedge funds. He also lectures on various topics including estate planning, sales and marketing. Rich's experience includes the administration of complex closely held assets and the implementation of sophisticated planning structures for bank clients. These client businesses encompass industries such as manufacturing and distribution, publishing, construction, transportation and retail chains, to name a few. Prior to joining Empire, Rich served as a senior trust officer and vice president at U.S. Trust Company and Deutsche Bank, where he worked in the New York and Florida markets. He was also an advisor to the board of a manufacturing business with over $150MM in annual sales. EDUCATION Graduate - Northwestern University National Graduate Trust School B.A. - State University of New York at Albany AFFILIATIONS Estate Planning Council of New York City - Member Estate Planning Councils of Suffolk and Nassau Counties - Member

Job Titles:

• Senior Manager
• Senior Manager at Empire Valuation Consultants

Sean Clancy, a Senior Manager at Empire Valuation Consultants, brings more than 16 years of forensic accounting and litigation support experience. Mr. Clancy provides a broad range of litigation services for partner and shareholder disputes, bankruptcy, reorganization, fraud, misappropriation matters and matrimonial dissolutions. He specializes in asset tracing and recovery. He also performs economic damage calculations for patent infringement, personal injury and wrongful death claims related to insurance coverage issues. In addition, Mr. Clancy assists counsel with developing case strategy, preparing deposition questions for opposing financial experts and witnesses and completing court documents and affidavits. Mr. Clancy effectively works with other experts to acquire digital evidence for multiple engagements involving digital forensics and has worked on matters involving handwriting experts. By applying his extensive computer-based investigative skills, he successfully obtains and analyzes financial and factual documents for damage and restitution claims. PROFESSIONAL DESIGNATIONS CFE - Certified Fraud Examiner PROFESSIONAL ASSOCIATIONS ACFE - Association of Certified Fraud Examiners LICFE - Long Island Chapter of ACFE LEA - Leading Edge Alliance, Young Professionals Special Interest Group TMA - Turnaround Management Association, Long Island Chapter, President (2019), Vice President (2018), Treasurer (2016-2017) EDUCATION Masters of Business Administration Corporate Finance Dowling College Bachelor of Science, Finance University of Connecticut

Job Titles:

• Senior Managing Director

Job Titles:

• CEO
• Expert

Bill is CEO and a Senior Managing Director of Empire Valuation Consultants, where he has worked since 1994. He is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers, and one of the first recipients of the American Society of Appraiser's intangible asset designation. Bill has served as a guest lecturer at Fordham University, speaking on the topic of intangible asset valuation. He has taught a Center for Advanced Valuation Studies (CAVS) course on purchase price allocation (ASC 805) and impairment testing (ASC 350, ASC 360) for the ASA, as well as its BV204 (complex securities and intangibles), BV301 and BV302 (intangibles) valuation classes, and has spoken at various ASA events on the topic of purchase price allocation valuations. He is also a member of the Appraisal Foundation's Working Group on Valuing Contingent Consideration. Bill is a member of the Appraisal Issues Task Force (AITF) and serves as Empire's chairperson for its Technical and Standards Committee, in addition to chairing the annual fair value conference for the ASA. Bill has served as an expert witness on business valuation matters in New York State Supreme (Civil) Court and has provided deposition testimony in Manhattan. He has experience valuing foreign companies in Europe and Asia. In addition, he currently serves as a Board member and is on its Executive Committee for Eden Autism Services, an institution dedicated to educating and improving the lives of individuals with autism.