Ultegra Financial Partners

To Whom It May Concern: We would like to respond to this with a series of facts as opinionated remarks have very little value in a contractual relationshipWe previously responded with facts and the conclusions we reached based on those factsWe will now respond with a series of facts and let the Revdex.com reach their own conclusion Fact [redacted] refers to the $10,it paid to Ultegra as a deposit It is not The term sheet he signed, an agreement which he now admits he signed without consulting his lawyer, refers to the “non-refundable” “due diligence fee” which was required and paid “in consideration of Ultegra’s work of investigating and reviewing the Proposed Credit Facility.” The non-refundable due diligence fee in the amount of $15,was “earned upon execution of the Term Sheet.” [redacted] has only paid $10,of the $15,due diligence fee, and after reviewing the agreements it appears Ultegra is entitled to the unpaid $5, Complaint Statement: I am rejecting this response because: True to form, Ultegra is using the same tactic of circumlocution in its response that it used during its 'advisory' process, relying on halftruths and vagaries in order to ultimately take advantage of its customers Fact We are being called names for what reason I am not sure, but we do not work with consumers we work with other businessesWe work in a Business-to-Business industry, or B2B, and we do not work with consumersBeing that this client has represented he has a number of degrees and postgraduate degrees, as well as allegedly closing millions of dollars in transactions, I am confused how he was taken advantageWe refused to refund an agreed upon “non refundable” fee? (See Attached) It concerns me that any 3rd party reading this statement would find any merit in this (See Attached) As a highly educated business owner, when moving forward with any contract or fees you either fully understand what you are paying for or consult with an attorney to provide you clarityThis client has admitted to consulting his attorney long after executionThat’s the equivalent of taking a pill and asking your doctor should you have swallowed the pillIf the client didn’t understand what “non refundable” or “earned at execution” was, I am not sure how he expected to successfully acquire a business asset with much more complicated aspects involvedFurthermore, if he didn’t understand what these phrases meant, he should have consulted his lawyer prior to execution (See Attached) Complaint Statement: It's so bad, in fact, that it was brought to my attention that that the firm has experienced employee attrition due to its unethical behaviorA perfect example is in the firm's response to my initial complaint Fact Again name-callingIt’s so bad? What is so bad? Define bad, yet another ambiguous statementThen to make the accusation that we have employee attrition due to unethical behavior is groundless as wellThis is a representation by this client and only this client with no actual proof, thus being non factualIn addition, Ultegra firing an employee or an employee quitting adds no value or support to his request for Ultegra to refund “HIS” “non refundable” fee These kinds of statements are made when there are no actual facts behind the claimNon – FactSounds like an attempt to damage our credibility because things did workout in the way he wanted things to work out Ultegra suggests that it offers M&A advisory services in order to increase the likelihood of the success of a transactionYes, it does Fact We both agree on two thingsThis service would have increased the likelihood of the transaction’s success, and the client refused these services from Ultegra· Non-Fact: o Our interpretation of how this effected the transaction differs What Ultegra left out is that it does so in a convoluted manner after the deposit is transferred, the fee is exorbitant, and that those services don't necessarily have any impact on the success of the transaction Fact Restating that there was no “DEPOSIT ever transferred” (See Attached)The client is stating that we presented something in a convoluted manner, again ambiguous and subject to the audience (See Attached)This client who has allegedly closed millions of dollars in transaction is describing a $15K non-refundable fee as convoluted and exorbitantAgain, not only ambiguous, this kind if fee is standard in the marketplaceWhat exorbitant to one isn’t to another, furthermore, there absolutely zero facts in the above statement Non-Fact: Seems to be opinionated and emotional In my case, the deal DID NOT breakdown due to any outside factor that could be controlled by an M&A advisory feeUltegra was the reason the deal broke down due to its brinkmanship and retradingIn that point in its response, Ultegra is very simply being untruthful Fact Again, with the name-calling! The fact the deal did or did not breakdown due to transactional factors “buyside or sellside” issues are honestly open to interpretation and perceptionPerception is realityWe feel the client did not have control over the transaction and our advisory services would have helped a great deal, he feels he had complete control of the transaction and these factors didn’t play a roleWe can admit that this is the conclusion we reached not factThus this fact is “neither sides interpretation of this” is a fact, simply interpretation and perception The deal fell apart because Ultegra collected a deposit fee based on the idea it could arrange financing on terms at or similar to a term sheet that the firm shared with me Fact Restatement that there was no “deposit sent, only a non refundable fee” The above statement is falseWe reached a positive credit decision with very similar terms subject to expensive 3rd party valuations, which the client had a knee jerk reaction to and was unwilling to pay for IE Real Estate Appraisal, Equipment Appraisal, Accounts Receivables audit, which is always going to be necessary when considering financing any companyThis is financing It would be extremely difficult to purchase a residential property without an appraisal Non Fact - We feel there was some sticker shock when the client realized the cost of these reports as it relates to commercial transaction, thus leaving us confused with the client’s background that he presentedThe client is claiming we collected a deposit based on a idea????? groundless and baseless! There is no need to respond to a client’s interpretation or representation of what our organization was considering at the time of engagementJust to clarify, we have the capacity as well as the option to fund in house, but also reserve the right to arrange financingThis is Investment Banking We are structured like the majority of Investment Banks in the marketplace After collecting a fee, the firm then determined it could not arrange the financing Fact This statement is falseWe reached a positive credit decision subject to 3rd party valuations, which is customary in any financing scenario (See Attached)When the client expressed concern with the cost of these reports and wanted to move forward without them or better yet, wanted Ultegra to pay for them, we then reached the conclusion that deal would not get funded unless these reports were ordered As a result, the point about the M&A advisory fee, my background and abilities and refusal of the fee has no bearing on the outcome Fact Opinion based or client perception! In point of fact, if I had paid the additional M&A fee, the only possible difference in the outcome of this transaction would be that I would have lost another $50,or more to Ultegra Fact Opinion based or client perception! Fact There is another possible outcome although stated above; there could be only oneA potential outcome could have resulted in the transaction be completed successfullyThis is a fact in and of itself Non-Fact: This demonstrates the client’s tunnel vision in regards to there being only one reasonIs it a coincidence that this reason comes with a financial request, and any other reason doesn’t benefit the client monetarily? It's also interesting to note that Ultegra was unwilling to outline what it's M&A advisory process is or how it aids the transaction process Fact we outlined this process in great detail, and the client communicated that he was capable of taking on these responsibilitiesFurthermore, rule number one of communication, know your audienceThis client represented himself like a fellow investorHe stated that he invested in and has extensive experience in LBO’s, which is short for “Leveraged Buy Out”This is when one party “BUYS” equity, assets, ownership, stock, ectfrom another partyAlthough we took the time to explain in great detail our services, with this kind of background [redacted] this client should know what BUYSIDE advisory is *“Immediately prior to founding Stoa Capital, Adam worked at Prospect Capital Management executing private equity investments including LBOs, mezzanine and high yield debtAdam invested across all industries including consumer products, business services, oil and gas services and healthcare servicesPreviously, he was a Co-Founder at Growth Capital Management, LLC, a private investment firm designed for small companies focused on growth.” Further, Ultegra notes in its response that often times it is unable to arrange financing with outside parties because there is no guarantee of such an outcome Fact “often time it is unable to arrange financing” Please show me this quote in our response? That is a fair statementWhat Ultegra didn't include in its response is the fact that I shared my concern about that very risk and the owner of the firm [redacted] assured me that Ultegra has its own capital base and is able to underwrite from that capital base Fact Although we do have the right to arrange financing, we did have our own capital, and still have the capacity to provide financing directly off of our balance sheetWe would be more than happy to share this via arbitration if the client would like to take that route In this event, we will be willing to show this capacityIn exchange, for this disclosure, we would like to see the client’s capacity to pay for 3rd party fees at the time we requested that they be paid, this $50K fee he keeps bringing upThis is a groundless statement with efforts of discrediting our organization because his transaction did workout the way he wanted it to Fact - The firm is not owned by [redacted] Non-fact: We believe this demonstrates either a lack of competency or a fast emotional responseIf the client does not have the ability to get a name correct there is no way he could have pulled off a successful acquisition lead by himselfIn the event it was an error due to a fast emotional response, we feel it speaks to how the client is “feeling” not what we failed to do contractually After the fact, [redacted] claimed the reason Ultegra wasn't able to close the transaction is that it couldn't raise the fundsIt has become clear to me that Ultegra is an unethical firm and its very business model is built upon unethical dealingsI would strongly recommend that legitimate businesses avoid dealing with [redacted] and Ultegra Fact This is again groundless without any facts, simply a pissed off client that is looking for someone to blame due to a failed attempt at a transaction lead and controlled by himself He states in is last sentence a message he would like to leave in the public domainNon FactThis leads us to believe that he looking to use this platform a sounding board to express his emotional based conclusion Fact I am not sure who [redacted] is? Non-fact: Again we believe this demonstrates either a lack of competency or a fast emotional responseIf the client does not have the ability to get a name correct there is no way he could have pulled off a successful acquisition lead by himselfIn the event it was an error due to a fast emotional response, we feel it speaks to how the client is “feeling” not what we failed to do contractually Fact I requested the client to allow Ultegra to release all mutually executed contracts for the Revdex.com’s reviewHe failed to grant this release We have consulted with our attorney and he did allow us to submit the attached documents to the Revdex.com for their reviewWe submit this for review purposes only and we do not grant any third party permission to release this information to any public domainPlease see language surrounding this client’s request for a refundWe operate in contractual base environmentWe do not operate outside the parameters of our contractual obligationsI have attached a number of documents taken out of the mutually executed Term Sheet that governs the “non refundable fee” the client is looking to get refundedWe are more than happy to commit to a binding arbitration hearing to let a 3rd party decide weather we owe this client or the client owes UltegraWe are more than willing to release the entire document inside of this binding arbitration proceeding

Complaint: [redacted] I am rejecting this response because:True to form, Ultegra is using the same tactic of circumlocution in its response that it used during its 'advisory' process, relying on half-truths and vagaries in order to ultimately take advantage of its customersIt's so bad, in fact, that it was brought to my attention that that the firm has experienced employee attrition due to its unethical behaviorA perfect example is in the firm's response to my initial complaintUltegra suggests that it offers M&A advisory services in order to increase the likelihood of the success of a transactionYes, it doesWhat Ultegra left out is that it does so in a convoluted manner after the deposit is transferred, the fee is exorbitant, and that those services don't necessarily have any impact on the success of the transactionIn my case, the deal DID NOT break down due to any outside factor that could be controlled by an M&A advisory feeUltegra was the reason the deal broke down due to its brinkmanship and re-tradingIn that point in its response, Ultegra is very simply being untruthfulThe deal fell apart because Ultegra collected a deposit fee based on the idea it could arrange financing on terms at or similar to a term sheet that the firm shared with meAfter collecting a fee, the firm then determined it could not arrange the financingAs a result, the point about the M&A advisory fee, my background and abilities and refusal of the fee has no bearing on the outcomeIn point of fact, if I had paid the additional M&A fee, the only possible difference in the outcome of this transaction would be that I would have lost another $50,or more to UltegraIt's also interesting to note that Ultegra was unwilling to outline what it's M&A advisory process is or how it aids the transaction processFurther, Ultegra notes in its response that often times it is unable to arrange financing with outside parties because there is no guarantee of such an outcomeThat is a fair statementWhat Ultegra didn't include in its response is the fact that I shared my concern about that very risk and the owner of the firm [redacted] assured me that Ultegra has its own capital base and is able to underwrite from that capital baseAfter the fact, [redacted] claimed the reason Ultegra wasn't able to close the transaction is that it couldn't raise the fundsIt has become clear to me that Ultegra is an unethical firm and its very business model is built upon unethical dealingsI would strongly recommend that legitimate businesses avoid dealing with [redacted] and Ultegra Sincerely, [redacted]