Steven Landzberg is the Managing Partner of RockShelter Capital, a financial services firm he founded in 2007 that provides executive management services, capital structure optimization, financial planning, structured investing, and merchant banking capabilities. Mr. Landzberg has over 25 years of experience in investment and advisory roles, including as a Managing Director and Portfolio Manager at Advent Capital Management and founding the special situations business at Barclays Capital. RockShelter Capital focuses on advising, restructuring, and investing in small- and middle-market companies across various industries.

1. Introduction and Service Offering Overview

2. Steven J. Landzberg, Managing Partner of RockShelter Capital, is a highly experienced, successful, results-
oriented executive, with over 25 years of investment and advisory experience. He founded and built
the managing, investment and financial services firm focused on providing:
 Executive management/business plan development and execution services
 Capital structure optimization and capital raising services
 Financial plan/management services including cash and liquidity management as well as process and
recordkeeping/reporting services
 Structured investing, merchant banking capabilities
 As applicable, development of investing/portfolio management strategies
Since Rockshelter’s inception in 2007, Landzberg took on the additional positions of CFO of NY-based Global
Energy Efficiency and was a Principal in the Corporate Finance Group of Xroads Solutions Group.
Mr. Landzberg’s direct institutional financial advisory, capital raising and investing experience is extensive. He
was a Managing Director and Portfolio Manager of the Credit Opportunities fund at Advent Capital
Management with $3b of AUM. Prior to Advent, Mr. Landzberg founded and was business head of the
Barclays Capital special situations business with AUM of $1b. Mr. Landzberg evaluated and capitalized on
opportunities in the market for distressed and special situation debt and equity investments with the objective of
realizing attractive risk-adjusted returns. He focused on the fixed income and distressed markets, where he
was actively involved in investment evaluation, monitoring, and trading. Preceding Barclays, Mr. Landzberg
was a work-out officer at JPMorgan and a real estate mergers & acquisition specialist at Lazard Freres.
Among the advisory, capital raising, restructuring and investment involvements of Mr. Landzberg are:
 Angel investor and CFO of Global Energy Efficiency. Successfully developed a business and capital
raising plan resulting in the quadrupling of sales in 2 years and the raising of $10mm of capital.
 CFO of ReserveBar.com. Developed business, financial and capital raising plan, positioning the company
for growth from a $1mm start-up to a major player in the online-spirits delivery business.
 Led mandates/engagements for XRoads Solutions to optimize operations and raise capital for the
Ambassador Cruise Company.
 Led bank group of Metallurg when at JPMorgan as work-out officer where he was involved in bank lender
work-out negotiations.
 Chairman of Creditor Committee and lead investor at Pueblo Supermarkets, where he lead the
restructuring of the balance sheet and the exchange of debt for equity.
 Led bank group of Olympia & York USA when at JPMorgan
as work-out officer where he was involved in bank lender
work-out negotiations.
Steven J. Landzberg, Managing Partner, RockShelter Capital, LLC
31 Rockshelter Rd
Waccabuc, NY 10597
914-763-3228
slandzberg@gmail.com
INDUSTRIES
 Energy & Utilities
 Retail
 Real Estate
 Gaming
 Financial Services
 Consumer Products
Manufacturers
 Manufacturing – Industrial
 Banking
 Automotive & Transport
 Financial Services
EDUCATION
 Master of Business Administration
from Columbia Business School
 Bachelor of Arts in Economics
from the University of
Pennsylvania; Minor in Marketing
Management Wharton School of
Business
AFFILIATIONS
 FINRA registered: Series 24,7
and 63
 Licensed NY Real Estate
Salesperson
 Co-President, Member of the
Executive Board of Temple
Shearith Israel

3. Management Consulting
 Strategic Business Plan
Development/Competitive
Positioning
 Revenue Growth
 G&A Optimization
 Asset Efficiency/Utilization
Analysis
 Due Diligence
 Merger Integration
 Site Consolidation
 Profitability and Value
Assessment and
Optimization
Corporate
Restructuring and
Optimization
 Interim
Management/Execution
 Operational
 Restructuring and
Enhancement
 Liquidity and Balance
Sheet Improvement
 Business Plan
Development,
Assessments &
Execution
 Wind-Downs and
Dispositions
Corporate Finance
 Capital Raising
 Special Situations M&A
& Financing Transactions
 Capital Structure
Optimization
 Valuation Advisory
 Real Estate Advisory
 Financial Advisory
 Investment/Merchant
Banking Services
Overview of Services

4.  Rockshelter’s involvement in the capital raising process for small and middle market companies provides
credibility to the capital markets/investors.
 Comprehensive assessment of the best sources of capital based on client specific facts and circumstances
 Asset based finance
 Bank debt
 Privately placed senior notes
 Directly originated 2nd lien notes
 Mezzanine/Subordinated notes
 Structured PIPE transactions
 Private equity
 Competitive financing process to ensure market pricing and terms
 Assistance in preparation of business plans, confidential memorandums, management presentations and due
diligence materials
 Active management of the due diligence process with a focus on avoiding surprises
 Reputation with investors helps “keep them honest” and lend support to the clients’ “story”
 We have extensive experience in structuring covenant packages and operational terms that meet the needs of
the business
 Our operational expertise assures that the new financing will meet the needs of the business and be as flexible and
supportive as possible
 We pay attention to the details of every financing transaction in order to avoid costly modifications post-closing
 Rockshelter’s experience managing working capital and cash flow requirements provides additional insight into
appropriately structuring a credit facility

5.  Buyers, sellers, investors, partners and joint ventures rely on Rockshelter Capital for all types of valuation
services
 Mergers & Acquisition / Spin-offs
 Purchase price accounting
 Tax planning and management
 Resolution of complex disputes and litigation
 Joint venture transactions
 Restructuring transactions
 Our valuation service can provide substantial testimony support as well as Valuation Opinions. The service
offering is well respected by numerous litigators, corporate and restructuring lawyers throughout the country
 We can provide valuable and independent fairness and solvency opinions in situations where we are not
providing investment banking services
 Our lack of bias is extremely important to Boards and investors if the proposed transaction is challenged by other
internal or external parties
 A second fairness opinion is sometimes helpful as a “check” against one provided by the firm executing the
transaction
 Our expertise in solvency opinions can be an asset to creditors or debtors seeking recoveries under fraudulent
conveyance guidelines

6. We have successfully led major initiatives that achieve strategic and financial objectives and
enhance enterprise value
Company Issue Challenge Solution
Supporting Growth
 A full-suite energy efficiency
company was expanding rapidly
leading to significant working capital
funding constraints
 Liquidity constraints led to sales
results short of plan
 Demonstrating the quality of the core
Accounts Receivable pool was
critical
 Early-stage, growth company without
audited financials needed fairly
priced access to working capital
financing.
 Developed documented collection and timing data for AR.
 Established rigorous processes for controlling inventory and
the overall process flow within the Company
 Developed and presented business plan to and secured
capital commitments from specialty lender and major money
center bank supporting the ongoing growth trajectory of the
Company
 Developed rigorous processes and reporting requirements to
ensure support from and transparency with financial partners
as the company frequently needed increased support
consistent with its growth objectives; created buy-in and
excellent relationships with financial partners
Develop an actionable Plan/raise
capital
 A disruptive web-based company
needed to articulate and
communicate a well thought out
growth and business plan in order
to raise capital to support the
ongoing build out and growth of the
Company
 Developed actionable, articulate
business plan
 Developed realistic and robust
financial plan
 Executed on such plans while
simultaneously raising capital
 Developed teaser and business plan
 Built and developed financial plan
 Developed financial reporting integrity and systems
 Successfully raised $2mm+ equity capital in less than six
months

7. Core Philosophies and Business Practices
 Value
 Tangibly, materially and sustainably enhance enterprise value
 Integrity
 Provide objective advice, with sound judgment – based on careful evaluation of the facts – to help clients achieve
the best possible outcome
 Apply analytical rigor, guided by industry knowledge, to identify the right path forward
 Perform only work which adds value, at the direction of the client
 Relationship
 Value and honor our relationship with you and we will earn and keep your trust
 Carefully manage relationships with all stakeholders so as to create the conditions for successful outcomes
 Results
 Deliver quality results, above expectations, through unparalleled commitment, by understanding your needs and
objectives, cutting through complexity and working collaboratively to develop and effectively execute appropriate
strategies and tactics