# L AW 

# O FFICE OF 

# J OHN 

# M IETUS , LLC 6701 D EMOCRACY B OULEVARD , S UITE 300 B ETHESDA , MD 20817

- 7500 J OHN R. M IETUS , J R . ( 202) 747

- 5212 john@mietuslaw.com January 2 1 , 2015 BY ELECTRONIC MAIL Ms

. Lauralyn Remo Chief, Air Carrier Fitness Division Department of Transportation 1200 New Jersey Avenue, SE Washington, DC 20590 Re: Eastern Air Lines Group, Inc., Dockets OST

- 2014

- 0012/0013 Dear Ms. Remo : By letter dated January 12, 2015, you requested that Eastern Air Lines Group, Inc. (“Eastern”) provide certain additional information relating to the above

captioned applications. Eastern’s responses follow. The Raimbeault civil lawsuit The civil lawsuit to which the Department refers, Raimbeault v. Accurate Machine & Tool, LLC (the “Raimbeault C ase”), 1 was dismissed with prejudice, and with the consent of all parties, on November 26, 2014. Plaintiff Sean Raimbeault purported to object to Eastern’s certification in June 2014 based on allegations he later made in that lawsuit. 2 However, Raimbeault now has stated in the letter attached as Exhibit 21 that: My objection to the approval of the DOT Application had no factual basis. I have no reason to believe that James Tolzien, Joseph DaGrosa, 1848 Capital Partners, LLC or Sunbelt Diversified Enterprises engaged in fraud in their dealings with me or at any time.

1 Sean Raimbeault and Lori

- Ann Raimbeault v. Accurate Machine & Tool, LLC, Sunbelt Diversified Enterprises, LLC, 1848 Capital Partners LLC, James Tolzien, Joseph E. DaGrosa, Jr., David Neithardt, James Wilder a/k/a Jimmie Wilder and John S icilian (S.D. Fla. Case No. 14

- CIV

- 20136).

2 Documents DOT

- OST

- 2014

- 0012

- 0004 and 0005. These documents were filed 3 1/2 months after the Rule 204 deadline for answers to Eastern’s application and without a motion for leave to file. Cf. Travelspan G.T., Inc., Notice of Action Taken dated Nov. 3, 2006 in Docket OST

- 2006

- 24494, at 1 n. 5 (late

- filed documents are not part of the record).Ms. Lauralyn Remo Re: Eastern Air Lines Group, Inc. January 21 , 2015 Page 2 A brief discussion of the lawsuit, with emphasis on the items identified by the Department’s December 23, 2014 e

- mail and January 12, 2015 letter, follows. After agreeing to sell their business to Accurate, the Raimbeaults sued Sunbelt/Accurate in 2013. The Raimbeault Case was first filed in South Carolina state court; it later was moved to Federal district court in South Carolina and then in Florida. Despite progress in early 2014 during mediation of the dispute, Sean Raimbeault filed comments in Eastern’s certification docket on June 3, 2014 asserting that Eastern director DaGrosa, CFO Tolzien, and others were “subject to a potential lawsuit for fraud.” The Raimbeaults later amende d their complaint to include DaGrosa, Tolzien, 1848 Capital Partners, and three others as defendants (the “Florida Defendants”) and asserted that specific actions of each constituted fraud or other activity for which they should be civilly liable. As a re sult, 1848 Capital Partners filed a separate lawsuit against the Raimbeaults for defamation/libel and abuse of process, unfair trade practices, and civil conspiracy, with the following explanation: Seeing an opportunity to extort [1848], Defendants [the R aimbeaults] doubled their previous demand from mediation, said they would sue [1848 unless 1848] paid them, and informed counsel that they knew [1848] was involved in the re

- launch of Eastern Airlines. Defendants subsequently made false and defamatory stat ements on the United States Department of Transportation’s website and named [1848], among others, in their Amended Complaint in the Florida lawsuit. Both of which were done in an attempt to extort funds from [1848]. 3 Copies of the First Amended Raimbeaul t Complaint ( Exhibit 22 ) and of 1848 Capital Partners’ amended complaint ( Exhibit 23 ) are attached. No judgment was issued in the Raimbeault Case before it was dismissed. As is common in civil litigation before filing a responsive pleading on the merits, the Florida Defendants mo ved to dismiss the First Amended Complaint for failure to state a claim on which relief can be granted and failure to join an indispensable party. When considering the former, the Court generally must take the plaintiffs’ allegations as true; “a well

- plea ded complaint may proceed [beyond such a motion] even if it strikes a savvy judge that actual proof of those facts is improbable, and 'that a recovery is very remote and unlikely.'" Bell Atlantic Corp. v. Twombly , 550 U.S. 544, 556 , 127 S. Ct. 1955, 1965 ( 2007)(citation omitted). In ruling on the motions, the Court allowed certain of the Raimbeaults’ claims to proceed and

3 1848 Capital Partners, LLC v. Sean Raimbeault, Lori

- Ann Raimbeault, and Laurentec, LLC, C.A. No. 2:14

- cv - 02212 , Docket Entry 23 (Local Civil Rule 26.03 Disclosures of 1848 Capital Partners) at 1

- 2 (D.S.C. Aug. 22, 2014).Ms. Lauralyn Remo Re: Eastern Air Lines Group, Inc. January 2 1 , 2015 Page 3 dismissed others; the Florida Defendants then filed answers in which they denied the salient elements of the remaining Raimbeault claims

. The dismissal of the lawsuit, Mr. Raimbeault’s retraction of his objection to Eastern’s DOT Application, and his express disavowal of the fraud allegations demonstrate that his objection was completely groundless. Investors and Key Personnel Eastern has completed its funding for charter operations and does not plan a new round of investment for those operations at this time. Neither its investors nor its key personnel (with one exception noted below) have changed since Eastern’s prior update. T he following , previously

- named entities and key personnel have confirmed that they have no information of the types described in sec tions 204.3 (l,m,o,p) to report: Eastern Air Lines Group, Inc. Eastern Board members:

Admiral Owens Manny Diaz Doug Cifu Vincent Viola Joe DaGrosa Ed Wegel Additional entities/persons: 1848 Capital Partners LLC David Neithardt 1848 Skyworks LLC Matthew Caldwell 1848 Aviation Partners LLC 1848 Blueco ACPG LLC Pitcairn Aviation LLC VV

- DC Eastern Investments, LLCMs. Lauralyn Remo Re: Eastern Air Lines Group, Inc. January 2 1 , 2015 Page 4 Key personnel James R. Tolzien, Chief Financial Officer Deborah An n Aragona, Director of Inflight Daniel Stone, Chief Technical Officer Alan Brandon, Chief Pilot John Furneaux, VP , Flight Operations Terry C. Austi n, Director of Safety Terry Lee Pentecost , Director, QC (n.b. Keith Gibson is no longer with Eastern) Eastern’s B737

- 800 aircraft At this time, Eastern has leased a single Boeing 737

- 800 from a n affiliate of FLY Leasing Limited via a U.S. trustee

. A brief, narrative discussi on of the effect on c urrent Eastern finances of future aircraft purchases , and a copy of the lease and related documents , are being filed confidentially as C onfidential Exhibit K with a motion for confidential treatment. Eastern ’s plans to operate a total of three aircraft in its first year of operations remain unchanged. Warrants and options As discussed in earlier submissions, Eastern plans to issue various warrants and options relating to its stock that, if exercised, would result in dilution of Eastern’s current shareholders by only a few percent. The agreements pursuant to which Eastern will do so are attached as Confidential Exhibits L

- N

. To date, Eastern has not issued any warrants or options. Updated balance sheet, pre - operating expenses , and forecast first

- year results : Provided as Exhibit s 24

- 2 5 , with an unredacted version of Exhibit 25 as Confidential Exhibit O ; these exhibits r etain the format used in prior submissions. Eastern is paying its p re - operating expenses in due course and expects to continue doing so as it approaches certification. The full amount of the $5 million line of credit provided by VV/DC Eastern Investments, LLC remains available.Eastern Air LinesExhibit 21(1 page)Page 1 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION Case Number: 14-20136-CIV-MARTINEZ-GOODMAN

Sean Raimbeault and Lori-Ann Raimbeault, Plaintiffs,

vs. Accurate Machine & Tool, LLC, Sunbelt Diversified Enterprises, LLC, 1848 Capital Partners LLC, James Tolzien, Joseph E. DaGrosa, Jr., David Neithardt, James Wilder a/k/a Jimmie Wilder and John Sicilian, Defendants. PLAINTIFF’S FIRST AMENDED COMPLAINT

Sean Raimbeault and L ori-Ann Raimbeault (tog ether, the “Plainti ffs”), by and through their undersigned attorneys, hereby file this Amended Complaint against Accurate Machine & Tool, LLC (“Accurate”), Sunbelt Diversified Enterprises, LLC (“Sunbelt”), 1848 Capital Partners LLC (“1848 Capital”), James Tolzien (“ Tolzien”), James Wilder a/k/a Jimmie Wilder (“Wilder”), John Sicilian (“Sicilian”) Joseph E. DaGrosa, Jr. (“DaGrosa”), David Neithardt, (“Neithardt”) (together, the “Defe ndants”) and allege and say: THE PARTIES 1. Sean Raimbeault and Lori-Ann Raimbeault ar e citizens and residents of the State of Arizona. 2. Upon information and belief, Accurate is a limited liability company organized and existing under the laws of the State of Florida, with its principal place of business in Raleigh, North Carolina. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 1 of 27 Eastern Air Lines Exhibit 22 (27 pages)Page 2 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 3. Upon information and belief, Sunbelt is a limited liability company organized under the laws of the State of Flor ida, with its principal place of business in Miami, Florida. 4. Upon information and belief, Sunbelt owns a 90% interest in Accurate with the remaining 10% owned by Jimmie Wilder , Accurate’s Chief Executive Officer. 5. Upon information and belief, 1848 Cap ital is a limited liability company organized and existing under the laws of the Stat e of Delaware with its principal place of business located in Miami, Florida. 6. Upon information and belief, 1848 Capital is an equity owner, partner, and creditor of Sunbelt and Accurate. 7. Upon Information and belief, 1848 Capital, through its principal and executives, controls Sunbelt and Accurate. 8. 1848 Capital describes itself as “ultimately financially responsible for both Accurate and Sunbelt”. In addition, 1848 Capita l has commenced litigation in its own name in order to recover damages for alleged torts committed against Sunbelt and Accurate. Upon information and belief, 1848 Capital commenced that litigation in its own name not as a result of any contractual assignment of these tort claims , but due to the fact that 1848 Capital treats Sunbelt and Accurate as so financially intertwi ned that both are mere alter egos that are indistinguishable from 1848 Capital. 9. Upon information and belief, 1848 Capital and Sunbelt share the same office suite in Miami. 10. Upon information and belief, Mr. Tolzien is a citizen and resident of the State of Florida. Upon further information and belief , Mr. Tolzien is the Chief Executive Officer, a board member, and a partner of Sunbelt. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 2 of 27Page 3 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 11. Upon information and belief, Mr. Wilder is the Chief Executive Officer, a board member, and a member of Accurate. 12. Upon information and belief, Mr. Sicilian is a partner and board member of Sunbelt and a co-founder, partner, an d board member of 1848 Capital. 13. Upon information and belief, Mr. Neithardt is a partner and board member of Sunbelt, and a co-founder, partner, investment committee and board member of 1848 Capital. 14. Upon information and belief, Mr. DaGros a is a partner and board member of Sunbelt, and a co-founder, partner, investment committee and board member of 1848 Capital. 15. Upon information and belief, the thre e principals of 1848 Capital are John Sicilian, Joseph DeGrosa, Jr., and David Neithardt. They were involved in the negotiation of the transaction at issue. VENUE AND JURISDICTION 16. Venue in this Court is proper pursua nt to a Consent Order executed by the Plaintiffs, Accurate and Sunbelt which transferred this litigation from the United States District Court for the District Court of South Carolina to this Court in accordance with a venue selection clause contained in the agreements in issue. 17. This Court has personal jurisdiction over the parties and subject matter jurisdiction over the issues raised in this Amended Complaint. BACKGROUND The Asset Purchase Agreement and Related Contracts 18. The instant action arises from a transact ion for the sale of assets between the Plaintiffs and Defendants, wher ein the Defendants conspired to defraud Plainti ff and to obtain possession of Plaintiffs’ business assets. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 3 of 27Page 4 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 19. WDCI, LLC f/k/a Laurentec, LLC (“Laurentec”) is a limited liability company organized and existing under the laws of the State of South Carolina. 20. Plaintiffs were the sole sh areholders of Laurentec. 21. Laurentec was a commercial business engaged in production, fabricating, machining, subcontracting, and sales of industrial and military defense parts on a contract basis. 22. In or around July 2012, Peter Patraka, th e executive vice president of business development at Sunbelt, approach ed Mr. Raimbeault regarding acquiring his company on behalf of 1848 Capital. 23. On July 27, 2012, Mr. Patraka sent Mr . Raimbeault an email containing background information regarding 18 48 Capital and reiterated that 1848 Capital was interested in acquiring Laurentec. 24. The parties arranged to meet to di scuss potential busin ess opportunities. 25. Mr. Patraka and Mr. Wilder visited Mr. Raimbeault in South Carolina to discuss purchasing Laurentec’s assets. 26. Mr. Patraka and Mr. Wilder introduced Mr . Raimbeault to Mr. Tolzien, Sunbelt’s CEO. Mr. Patraka also introduced Mr. Raimbeault to Mr. Sicilian, a principal of 1848 Capital, member of Sunbelt and the Ch airman of the Sunbelt board. 27. In August of 2012, James Tolzien telephoned Mr. Raimbeault. Mr. Tolzien told Mr. Raimbeault that Sunbelt and 18 48 Capital intended to evaluate, value, and offer a favorable price for the assets of Lauren tec, and might offer substantia lly more than the $1.83 million original lump-sum cash asking price for the assets that the parties discussed. Mr. Tolzien stated that his offer would be transmitted via a Letter of Intent (“LOI”). Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 4 of 27Page 5 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 28. Sunbelt sent the LOI to Mr. Raimbeault. A copy of the LOI is attached hereto as Exhibit A

. 29. Tolzien, Wilder, Sicilian, DaGrosa and Ne ithardt were all involved with the LOI and subsequent negotiations for the sale. 30. As set forth in the LOI, Mr. Raimbeault was offered $2.1 million dollars for Laurentec’s assets. 31. Before Mr. Raimbeault executed the LOI, Mr. Tolzien communicated, both verbally and in writing, that 1848 Capital and Sunbelt would not be financing the transaction with any other lenders. Mr. Tolzien told Mr . Raimbeault that 1848 Capital would provide the funds for the transaction. 32. Mr. Tolzien stated to Mr. Raimbeault that Messrs. Sicilian, DeGrosa, and Neithardt had all personally reviewed and a pproved the transaction to purchase Laurentec’s

assets. 33. Mr. Raimbeault subsequently executed th e LOI and returned it to Tolzien. The Defaults with Chatham Capital Management III, LLC 34. Sunbelt, 1848 Capital, and their owned a nd controlled subsidiaries/portfolio companies including, Accurate, Official Repor ting Services, LLC, Krese & Associates, LLC, Goldman, Naccarato, Vela, & Associates, LLC, Green Thumb Lawn & Garden, LLC, Naples Transportation and Tours, Naples Trolley Tour s and The Old Naples Ge neral Store, 1848 JSSI, LLC, NTT Realty, LLC, and AMT Rea lty are all borrowers, debtors, guarantors or credit parties, under various agreements with Chatham Cap ital Management III, LLC (“Chatham”). 35. Chatham is allegedly a lender under the te rms of a Senior Credit Agreement dated July 15, 2008, pursuant to which it would make loans and other financial accommodations to Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 5 of 27Page 6 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com Accurate and related ent ities described in paragraph 34. Ch atham purports to hold certain debt which is alleged to be senior to the Defendants’ contractual obligations owed to Plaintiffs. 36. In September 2013, Mr. Tolzien contacted Mr. Raimbeault and informed him that the transaction would now require a “sign off” by Chatham, who was de scribed by Mr. Tolzien as Accurate and Sunbelt’s unrelated third-party “senior lender.” Although Mr . Tolzien stated that Chatham was not providing funding for the transacti on, he stated their approval was necessary. Mr. Tolzien further assured Mr. Raimbeault that the approval was a simple formality and would be granted, based upon the str ong relationship and history be tween 1848 Capital, Accurate, Sunbelt, and their lender, Chatham. 37. Pursuant to the LOI, Mr. Raimbeault would be provided with a s ecurity interest in the physical equipment that was being sold. 38. Accurate, Sunbelt, 1848 Capital, Tolz ien, Wilder, Sicilian, Neithardt, and DaGrosa later modified the transaction. Tolzien stated that Chatham and/or 1848 Capital refused to allow Mr. Raimbeault to retain a security interest in the equipment, and convinced Mr. Raimbeault to accept an unconditional and irre vocable guaranty from Sunbelt instead. 39. Further, instead of Sunbelt purchasing the Laurentec’s assets, the Defendants modified the transaction so that Accu rate would be the purchasing entity. 40. The LOI expired by its own terms on Sept ember 15, 2013. Afte r its expiration, Tolzien sent an email to Mr. Ra imbeault explaining that he want ed to prove to Mr. Raimbeault that he still intended to move forward with a transaction, and stated that “in good faith” he was instructing Jimmie Wilder and A ccurate to wire transfer to Mr. Raim beault a $35,000 as a “no strings attached deposit”. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 6 of 27Page 7 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 41. Plaintiffs received the wire referenced by Mr. Tolzien in or around September, 2012. 42. The corporate defendants defaulted on thei r credit obligations owed to Chatham on July 31, 2008 and have been in continuous defau lt on their senior credit facility w ith Chatham for the previous four years prior to the Laurentec transaction. 43. During negotiations and at the time of closing of the Laurentec sale, the Defendants were in default. Defendants never in formed Plaintiffs of their default, which was highly material to the transaction for th e purchase of Laurentec assets. 44. Plaintiffs were unaware that during the time period between October and November 20, 2012 (the date the Laurentec sale closed), Defendants were negotiating with Chatham to modify Sunbelt and Accurate’s debt obligations to purporte dly cure the default. 45. Upon information and belief, the Defendants conspired to struct ure the transaction with Accurate as the buyer, know ing that Accurate had been in default with Chatham for years, in order to defraud Plaintiffs. 46. Defendants made representations to Mr. Raimbeault that 1848 Capital, Sunbelt, and Accurate had sufficient capital and were in good standing with their debts. This was done with the intent to defraud Plaintiffs into accep ting a worthless guarantee instead of a security interest in the assets. 47. All Defendants had access to Accurate’s books and knowledge of Accurate’s financial situation at the time it purportedly modified its debt obligations with Chatham to enter into the transaction to purchase Laurentec’s assets. 48. All Defendants knew that Sunbelt and Accurate were in defau lt of their loan obligations to Chatham. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 7 of 27Page 8 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com Closing and the Loan Agreement with Plaintiffs 49. On or about November 20, 2012, Accurate as Buyer and Laurentec as Seller, and Sean and Lori-Ann Raimbeault as the only shar eholders of Laurentec executed an Asset Purchase Agreement (“APA”) pursuant to which certain Laurentec assets were sold to Accurate. A copy of the APA is annexed hereto as Exhibit B

. 50. Chatham, 1848 Capital, Sunbelt, and their respective agents, together with Messrs. Tolzien, Wilder, DaGrosa, Neithardt a nd Sicilian were directly involved with the negotiations regarding the term s of the sale and otherwise controlled the transaction for Accurate, Sunbelt and 1848 Capital. 51. Upon information and belief both Chatha m and 1848 Capital provided Accurate with funds for the transa ction with Plaintiffs. 52. Accurate paid a portion of the total purchase price in cash at closing. The remaining portion of the purchase price was fina nced by a promissory note in the principal amount of $650,000.00 made by Accurate (the “Accurate Note”) to the Plain tiffs. A copy of the Accurate Note is attached hereto as Exhibit C and is incorporated he rein by reference. As additional compensation for the transaction, Defenda nts provided Plaintiff Sean Raimbeault with a Consulting Agreement with Accurate. 53. Sunbelt executed an unconditional limited guarantee (“Sunbelt Guarantee”) of the debt pursuant to which it was liable for the fi rst $300,000.00 in principal of the Accurate Note. A copy of the Sunbelt Guarantee is attached hereto as Exhibit D and incorporated herein by reference. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 8 of 27Page 9 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 54. The Sunbelt Guarantee reci tes that “Guarantor [Sunbe lt] has a direct economic interest in Buyer [Accurate], and Guarantor has a real and substantial interest in inducing Seller and the Shareholders to pro ceed to a closing. . .” The Intercreditor Agreement with Chatham 55. Plaintiffs also executed a Subordi nation and Intercreditor Agreement (“Intercreditor Agreement”) with Chatham. A c opy of the Intercreditor Agreement is attached hereto as Exhibit E and is incorporated he rein by reference. 56. Defendants persuaded Plaintiffs to execute the Intercreditor Agreement as part of their scheme to defraud Plaintiffs. While the full terms of the Intercreditor Agreement are set forth therein, the agreement contained a “Standstill Provision” which provides – Until Discharge of Senior Debt shall have occurred, Subordinated Creditor [Plaintiffs] shall not, without the prior written consent of Agent [Chatham], take any Enforcement Action with respect to the Subordinated Debt. Notwithstanding the forego ing, Subordinated Creditor may file proofs of claim against the Compa ny in any Proceeding involving the Company. Any distributions or othe r proceeds of any Enforcement Action obtained by Subordinated Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly pa id or delivered to Agent for the benefit of Senior Lenders in the form received until Discharge of Senior Debt shall have occurred. Exhibit E : Intercreditor Ag reement at § 2.4. 57. If enforceable, the Standstill Provision ope rates to preclude th e Plaintiffs from enforcing the Subordinated Debt (defined as bot h the Accurate Note and Sunbelt Guarantee) in the event that Accurate defaulted under its loan with Chatham. 58. During all negotiations con cerning the sale of Laurentec’s assets, Defendants represented to Plaintiffs that Chatham was an unrelated third-party lend er entity who provided traditional financing in an arms-length manner. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 9 of 27Page 10 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 59. Chatham in fact had a financial interest in the Defendants Accurate and Sunbelt and holds warrants to purchase the stock and/or membership interests in those companies. 60. Sunbelt, 1848 Capital, and Accurate a nd its respective agents, together with Messrs. Tolzien, Wilder, DaGrosa, Neithardt and Si cilian further represente d to Plaintiffs that Accurate and Sunbelt were performing their obligations under the Chatham loan. 61. During all the dealings and negotiations Sunbelt, 1848 Capital, and Accurate and its respective agents, together with Messrs. Tolz ien, Wilder, and Sicilian knew, or had reason to know, that the Senior Credit Agreement was in default. 62. Sunbelt, 1848 Capital, and Accurate and its respective agents, together with Messrs. Tolzien, Wilder, and Sicilian knew, or had reason to know, th at the Intercreditor Agreement would purportedly preclude the enfo rcement of the Accurate Note and Sunbelt Guarantee by the Plaintiffs under the Standstill Pr ovision, because Accurate was in default on its debt obligations to Chatham and would continue to be in default notwithstanding any modifications. 63. On November 21, 2012, the same day as the signing of the APA, Chatham and Sunbelt and Accurate purportedly entered into a loan modification agreement wherein the slate was “wiped clean” such that they were no longer in default. 64. Upon information and belief, this was done for the sole purpose of closing the sale with Plaintiffs and was not designed to addr ess the perpetual default of the borrower entities under the Senior Credit Agreement. 65. On December 3, 2012, a mere 11 days af ter closing on the transaction with Plaintiffs -- borrowers, debtors, guarantors, repres entatives or credit par ties includin g: Sunbelt, Accurate, Official Reporting Services, LLC, Kr ese & Associates, LLC, Goldman, Naccarato, Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 10 of 27Page 11 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com Vela, & Associates, LLC, Green Thumb Lawn & Garden, LLC, Naples Transportation and Tours, Naples Trolley Tours and The Old Napl es General Store, NTT Realty, LLC, and AMT Realty synchronously defaulted on their obligations under the Senior Credit Agreement by, among other defaults, failing to make a co llective payment of $73,394.00 to Chatham. 66. Defendants had cash of at least $200,000.00 at the tim e of default and an additional $500,000.00 in liquid assets. 67. Defendants conspired to intentionally de fault on their credit facility to avoid paying Plaintiffs. 68. Defendants never disclosed to Plaintiffs that Accurate and the other parties under the Senior Credit Agreement were in defa ult and unable to perf orm their obligations. 69. Defendants, at the time of the closing on th e sale with Plaintiffs, had no intention of complying with the terms of the Accurate Note, Sunbelt Guar antee, or other agreements relating to the sale of La urentec’s assets. 70. Accurate’s default on its obligations owed to Chatham and its inability to perform notwithstanding the purported modification were mate rial. The Plaintiffs would not have agreed to finance the purchase of Laurentec’s assets ha d they known that they would have no effective ability to enforce the agreements and that Accu rate was not paying its other notes and debts. 71. Furthermore, Plaintiffs would not have entered into the Intercreditor Agreement which purportedly precludes the enforcement of the Accurate Note and Sunbelt Guarantee under the Standstill Provision in the event that Accura te was in default on its loan with Chatham. Accurate Made Only One Payment 72. Plaintiffs remained in physical possessi on of the equipment sold under the APA after the November 21, 2012 closing. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 11 of 27Page 12 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 73. Defendants never provided Plai ntiffs with notice of the default with Chatham that occurred on December 3, 2012. 74. Pursuant to the Intercreditor Agreement, upon default, Defendants are prohibited from making any further payments to Plaintiffs. However, Defendants cau sed Accurate to tender its first payment pursuant to the Accurate Note on January 1, 2013 ev en though Accurate, Sunbelt, and other parties were allegedly in defa ult under the term s of the loan agreement with Chatham. 75. Between the time of the first payment and the due date of the second payment, Defendants obtained possession of the equipment and moved it to Accurate’s North Carolina facility. 76. After Defendants obtained po ssession of the Laurentec equipment, Accurate and Sunbelt refused to make any further payments in c onnection with the Note or Guaranty. Further, Defendants refused to make any payments towa rds Laurentec payables to venders, which Accurate had assumed pursuant to the APA. 77. Defendants knew that Plaintiffs would not surrender possession of the equipment if the first payment was not made and would exercise its rights to rescind the APA. 78. The first payment was made with the in tent to deceive Plaintiffs and with Defendants’ knowledge that they were allegedl y in default to Chatham and that no other payments would be made in connect ion with the Laur entec sale. 79. Upon information and belief, Chatham ha s taken no action against Accurate and Sunbelt to enforce its rights for the alleged default. 80. Upon Information and belief, Chatham con tinues to transact business with the Defendants. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 12 of 27Page 13 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com COUNT ONE: CIVIL CONSPIRACY TO COMMIT FRAUD (As to Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian) Plaintif fs repeat and reallege the allegations contained in paragra phs 1 to 80 as if the same were set forth at length herein. 81. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian entered into an agreement with one another pu rsuant to which they agreed to, among other things, willfully misrepresent and refuse to disclose Accurate’s default under the Chatham loan and its intention not to perform its obligations owed to Plaintiffs as part of the purchase of Laurentec’s assets. 82. Accurate’s default under the Chatham loan was material. 83. The actions of Accurate, Sunbelt, 1848 Ca pital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian were done in a concerted effort to defraud Plaintiffs. 84. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian each made false representations and/or assurances of the status of Accurate’s loan with Chatham, its performance thereunder and its intention and ab ility of Accurate to fulfil its obligations owed to Plaintiffs. Each and every false representa tions and/or assurances were overt acts in furtherance of the conspiracy be tween them to harm Plaintiffs. 85. Plaintiffs have incurred damages as a resu lt of the actions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGr osa, Neithardt and Sicilian. WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendants Accurate, Sunbelt Chatham, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt, and Sicilian for compensatory damages and costs, and upon a proper Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 13 of 27Page 14 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com showing pursuant to the Florida Tort Reform Ac t, allow Plaintiffs’ claim for punitive damages, and for any other relief this Court deems just and proper. COUNT TWO: SUIT ON NOTE (As to Defendant Accurate) Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 80 as if the same were set forth at length herein. 86. Under the terms of the Accurate Note, A ccurate, as Borrower, agreed to pay the Plaintiffs the original principal amount of $650,000.00 at the annual rate of nine (9.0%) percent by making 36 monthly payments of principal and interest. 87. At the time of closing, th e purchased assets were locat ed at Laurentec’s facility in Summerville, South Carolina and remained th ere until sometime after the first payment under the Accurate Note became due. 88. Accurate made the first payment due under the Accurate Note to Plaintiffs in order to gain access to the Purchased Assets, a nd shortly thereafter moved the assets to its facility located in North Carolina. 89. Thereafter, without notice to Plaintiffs, Accurate faile d and refused to tender any further payments due under the Accurate Note. 90. The Accurate Note is a valid and bindi ng contract between Accurate and the Plaintiffs. 91. The Plaintiffs performed all of th eir obligations due and owing under the Accurate Note. 92. Accurate’s failure to tender payment to th e Plaintiffs is a material default of the Accurate Note. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 14 of 27Page 15 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 93. After Accurate’s default, interest on th e unpaid balance accrue d at the rate of eighteen (18%) percent. 94. All required notices of default have been provided to Accurate. 95. As of April 30, 2014, there is an unpa id balance of $841,368.19, plus interest accruing at the annual rate of 18% on the Accurate Note. 96. The Accurate Note provides that the Plaint iffs are entitled to the reimbursement of their costs and expenses incurr ed in response to a default. 97. The Plaintiffs retained the undersigned la w firms to prosecute this lawsuit in response to Accurate’s defa ult under the Accurate Note. 98. The Plaintiffs are entitled to entry of judgment against Accurate for the amounts due and owing under Accurate Note, together with all accruing interest a nd attorneys’ fees and

costs. WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendant Accurate, for compensatory damages, prejudgment interest, and attorney’s fees and costs, and for any ot her relief this Court deems just and proper. COUNT THREE: SUIT ON GUARANTEE (As to Defendant Sunbelt) Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 80 as if the

sam e were set forth at length herein. 99. As Plaintiffs required a dditional security to consummate the Laurentec transaction, Sunbelt executed the Sunbelt Guaranty pursuant to wh ich it agreed to, among other things, guarantee the full and timely payment of the first $300,000.00 of principal due under the Accurate Note. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 15 of 27Page 16 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 100. The Sunbelt Guaranty was absolute, uncondi tional, complete and irrevocable. 101. Sunbelt further waived all defenses to th e payment of the indebtedness that may be asserted by Accurate. 102. The unconditional Sunbelt Guaranty provided for an absolute maximum of 60 days to defer payment for any reason. 103. The Sunbelt Guarantee is a valid and enforceable agreement between the Plaintiffs and Sunbelt. 104. The Plaintiffs performed all of their obligations due and owing under the Sunbelt Guarantee. 105. The loan is in default as a result of Accurate’s failure to pay the amounts due and owing under the Accurate Note, among other things. 106. All notices of default have been given to Sunbelt. 107. Despite demand, Sunbelt refuses to fu lfill its obligations under the Sunbelt Guaranty and pay the amounts due and owing. 108. Sunbelt’s refusal to pay the Plaintiffs th e amounts due and owing as set forth in the Sunbelt Guaranty is a material default of the terms and conditions of the Sunbelt Guaranty. 109. In addition to the payment of $300,000.00 in principal, the Plaintiffs are entitled to the reimbursement of their costs and expenses incurred in response to Sunbelt’s refusal to honor its obligations, including the repaymen t of their costs an d attorneys’ fees. 110. The Plaintiffs are entitled to entry of judgment agains t Sunbelt in the amount of $300,000.00, plus interest, costs and attorneys’ fees. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 16 of 27Page 17 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendant Sunbelt for co mpensatory damages, prejudgment interest, and attorney’s fees and costs, and for any othe r relief this Court deems just and proper. COUNT FOUR:

ALTER EGO (As to Defendant 1848 Capital) Plaintif fs repeat and reallege the allegations contained in paragra phs 1 to 80 as if the same were set forth at length herein. 111. As set forth above, 1848 Capital by its co mplete exercise of dominion and control is the alter ego of Sunbelt and A ccurate. There exists a unity of interest and ownership among Accurate, Sunbelt and 1848 Capital. Among othe r things, 1848 Capital identifies itself as ultimately financially responsible for Sunbelt and Accurate; there is a commonality between management, directors and officers and there is a consolidation of financial, strategic and legal operations. 112. 1848 Capital exercises the substantive righ ts of Sunbelt and Accurate in its own name. For example, 1848 Capital commenced suit in its own name in order to recover damages allegedly incurred as a result of common la w torts suffered by Sunbelt and Accurate. 113. Upon information and belief, 1848 Capital does not hold an assignment or other contractual right to commence litigation on behalf of Sunbelt and Accurate or recover damages allegedly incurred by those Defendants as result of torts purportedly inflicted upon them. 114. 1848 Capital used Accurate and Sunbelt as mere instrumentalities for the improper purpose of defrauding cred itors, including Plaintiffs. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 17 of 27Page 18 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 115. Adherence to the fiction of separate existence of th e 1848 Capital, Sunbelt and Accurate would permit an abuse of the corporat e privilege and would sanction fraud and promote injustice. 116. 1848 Capital is liable for, among other things, the amounts due and owing under the Accurate Note and Sunbelt Guarantee, because Sunbelt are Accurate are its alter egos. WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendant 1848 Capital fo r compensatory damages, prejudgment interest, and attorney’s fees and costs, and for any ot her relief this Court deems just and proper. COUNT FIVE: FRAUD (As to Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian) Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 80 as if the

sam e were set forth at length herein. 117. Through various representations and discus sions, Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sici lian committed fraud in connection with the purchase of Laurentec’s assets. 118. The aforementioned actions statements, and material errors and omissions falsely represented the relationship betw een Accurate, Sunbelt and Chatha m and the performance of the loan with Chatham. 119. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian knew of the falsity of the representations made to the Plaintiffs at all times material to this action. 120. The misrepresentations, half-truths, and omissions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian were intended to induce Plaintiff to sell Laurentec and deliver its assets to Defendants. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 18 of 27Page 19 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 121. Plaintiffs did not know of the falsity of the representations and could not have discovered the falsity through the exercise of reasonable care. 122. Plaintiffs relied upon the representations of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian. 123. But for those representations, Plaintiffs w ould not have sold Laurentec’s assets or financed the transaction. 124. Plaintiffs had a right to rely upon the representations of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian. 125. As a direct and proximate result of th e misrepresentations, half-truths, and omissions, the Plaintiffs have been damaged. 126. The actions of Defendants were willful, ma licious and/or in reckless disregard for the truth. WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendants Accurate, S unbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt, and Sicilian for compensatory damages and costs, and upon a proper showing pursuant to the Florida Tort Reform Act, allow Plaintiffs’ claim for punitive damages, and for any other relief this Court deems just and proper. COUNT SIX: CONSTRUCTIVE FRAUD (As to Defendants Accurate, Sunbelt, 1848 Capital Partners, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian) Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 80 as if the

sam e were set forth at length herein. 127. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian made the aforementioned repres entations to the Plaintiffs. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 19 of 27Page 20 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 128. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, Sicilian and DaGrosa knew, or should have known, that their repr esentations were false and ma terial to the purchase of Laurentec’s assets and the fina ncing obtained from Plaintiffs. 129. Upon information and belief, Accurate, Sunbelt, 1848 Capital Tolzien, Wilder, DaGrosa, Neithardt and Sicilian knew that Accura te and Sunbelt were unwilling and incapable of honoring their contractual obligations. 130. Accurate, Sunbelt, 1848 Capital, Tolzie n, Wilder, Sicilian and DaGrosa knew the representations were false, or recklessly disregar ded the truth or falsity of the representation. 131. In reliance upon the false re presentations of Accurate , Sunbelt, 1848, Tolzien, Wilder, DaGrosa, Neithardt and Sici lian, Plaintiffs sold the assets of Laurentec and financed the transaction. 132. Plaintiffs were unaware of the falsity of the representations. 133. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian intended to deceive the Plaintiffs. 134. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian intended that Plaintiffs act upon its false representations. 135. Plaintiffs justifiably relied upon the repr esentations of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGros a, Neithardt and Sicilian. 136. Plaintiffs had a right to rely upon the representations of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian. 137. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian profited from Plaintiffs’ relian ce upon the false representations. Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 20 of 27Page 21 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com 138. Because of the fraud in the inducement to enter into the agreement to sell Laurentec’s assets and finance the transaction, Plaintiffs have proximately and consequently suffered damages. WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendants Accurate, S unbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt, and Sicilian for compensatory damages and costs, and upon a proper showing pursuant to the Florida Tort Reform Act, allow Plaintiffs’ claim for punitive damages, and for any other relief this Court deems just and proper. COUNT SEVEN: UNJUST ENRICHMENT (As to Defendants Accurate, Sunbelt, and 1848 Capital) Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 80 as if the

sam e were set forth at length herein. 139. In reliance upon the promises and material misrepresentations of Defendants, Plaintiffs sold Laurentec’s assets and financed the transaction. 140. Accurate, Sunbelt, and 1848 Capital enj oyed and realized the benefits of Laurentec’s assets by retaining and utilizi ng them in the operati on of their business. 141. Accurate, Sunbelt, and 1848 Capital refuse to pay Plaintiffs the amounts due and owing in connection with their purchase and have actively enga ged in a scheme to defraud Plaintiffs. 142. Accurate, Sunbelt, and 1848 Capital will be unjustly enrichmened to the detriment of Plaintiff as a result of failure to pay for their acquisition of Laurentec’s assets. WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendants Accurate , Sunbelt, and 1848 Capita l for compensatory Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 21 of 27Page 22 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com damages, prejudgment interest, and costs, and fo r any other relief this Court deems just and proper. COUNT EIGHT: UNFAIR AND DECEPTIVE TRADE PRACTICES (As to Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian) Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 80 as if the same were set forth at length herein. 143. The conduct of Accurate, Sunbelt, 1848 Cap ital, Tolzien, Wilder, Sicilian and DaGrosa constitutes unfair and deceptive trade pr actices and is a violation of Fla. Stat. § 501.201, et. Seq. (“FUDTPA”). 144. Defendants are in the business of purchasi ng companies and co rporate assets (as detailed in the initial July 27, 2012 email). 145. The Plaintiffs are consumers within the meaning of FUDTPA. 146. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian engaged in unfair practices when they misrepresented Accurate’s default status with Chatham and caused Plaintiffs to transfer Laurentec asse ts in exchange for a worthless and purportedly unenforceable note and guaranty. 147. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian engaged in unfair practices when they conspire d to induce Plaintiffs to accept an “absolute, unconditional, complete, continuing, and irrevo cable” Guarantee, which they knew would not have any effect due to the Chatham Intercredito r Agreement, instead of the previously agreed upon security interest in the equipment. 148. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian made a single payment pursuant to the Accurate Note when Accura te and Sunbelt were allegedly Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 22 of 27Page 23 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com in default with Chatham and supposedly prohibited from making payments to Plaintiffs, in order to obtain possession of the Laurentec assets. 149. The actions of Accurate, Sunbelt, 1848 Ca pital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian were willful and intentional. 150. The conduct of Accurate, Sunbelt, 1848 Ca pital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian is capable of repe tition and, upon information and belief has been repeated. 151. The conduct of Accurate, Sunbelt, 1848 Ca pital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian affects the public interest. 152. Accurate, Sunbelt, 1848 Capital, Tolzien, W ilder, DaGrosa, Neithardt and Sicilian knew or should have known that its actions c onstituted unfair and deceptive trade practices. 153. The conduct of Accurate, Sunbelt, 1848 Ca pital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian qualifies as an unfair pr actice within the meaning of FUDTPA, because said acts are unethical, unscrupulous, and substantially injurious to Plaintiffs. 154. As a direct, foreseeable, and proximate result of the unfair and deceptive trade practices, the Plaintiff has suffered an as certainable loss of money and property. WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in their favor and against Defendants Accurate, S unbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt, and Sicilian for damages, attorney ’s fees and costs, and upon a proper showing pursuant to the Florida Tort Reform Act, allow Plaintiffs’ claim for punitive damages, and for any other relief this Court deems just and proper. COUNT NINE: BREACH OF CONTRACT – CONSULTING AGREEMENT (As to Defendant Accurate) Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 23 of 27Page 24 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 80 as if the same were set forth at length herein. 155. Accurate and Sean Raimbeault entered in to a Consulting Agreement, which is attached hereto as Exhibit F. 156. Under the terms of the Cons ulting Agreement, Mr. Raimbeault provided services to Accurate in order to assist Accurate in the development of its businesses. 157. The Consulting Agreement provided th at Mr. Raimbeault would earn a commission from both existing and new customer s for which he provided leads to Accurate. 158. The Consulting Agreement required Accu rate to promptly respond to a new customer’s order and indicate to Mr. Raimbeau lt whether such order was acceptable. In the event that the order was not accepted, Accurate is required to specify th e reasons for rejecting the new customer’s order. 159. Mr. Raimbeault has presented several propos als for customer orders to Accurate. 160. Accurate failed to respo nd to the proposals as require d or pay the commissions to Mr. Raimbeault. 161. Mr. Raimbeault performed his obligations under the Consulting Agreement and continues to perform the same. 162. Accurate is in material breach of th e Consulting Agreement by failing to pay commissions and failing to respond to customer proposals. 163. As a result of the material breaches of the Consulting Agreement by Accurate, Mr. Raimbeault has been damaged. WHEREFORE, Plaintiff Sean Raimbeault resp ectfully request this Honorable Court to enter judgment in their favor and against Defe ndant Accurate, for compensatory damages, Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 24 of 27Page 25 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com prejudgment interest, and attorney’s fees and costs, and for any other relief this Court deems just and proper. DATED on this 18 th day of June, 2014. Respectfully Submitted, POLLACK, POLLACK & KOGAN, LLC Attorneys for Plaintiffs Courthouse Tower 44 West Flagler Street Suite 2050 Miami, Florida 33130 Primary: brett.pollack@ppkfirm.com Primary: gary.pollack@ppkfirm.com Secondary: diosi.perez@ppkfirm.com Secondary: natalie.delarosa@ppkfirm.com Tel: (305) 373-9676 Fax: (305) 373-9679 By: 

## /s/ Brett Pollack Bretton I. Pollack, Esq. Fla. Bar No. 48793 Gary W. Pollack, Esq. Fla. Bar No. 313114 LANGENDORFER LAW FIRM, LLC Co-Counsel to Plaintiffs P.O. Box 68 Mount Pleasant, SC 29465 (843) 501-0469 Primary: brendan@langendorferlaw.com By: 

## /s/ Brendan Langendorfer Brendan P. Langendorfer Admitted Pro Hac Vice Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 25 of 27Page 26 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com CERTIFICATE OF SERVICE I hereby certify that on June 18 th , 2014, a copy of the foregoing Amended Complaint was filed electronically. I also certify that the foregoing document is being served this day on all counsel of record or pro se part ies identified on the Serv ice List below, either via transmission of Notices of Electronic Filing generated by CM/ECF or in some other authorized manner for those counsel or parties who are not authorized to r eceive Notices of Electroni c Filing electronically. Respectfully Submitted, POLLACK, POLLACK & KOGAN, LLC Attorneys for Plaintiffs Courthouse Tower 44 West Flagler Street Suite 2050 Miami, Florida 33130 Primary: brett.pollack@ppkfirm.com Primary: gary.pollack@ppkfirm.com Secondary: diosi.perez@ppkfirm.com Secondary: natalie.delarosa@ppkfirm.com Tel: (305) 373-9676 Fax: (305) 373-9679 By: 

## /s/ Brett Pollack Bretton I. Pollack, Esq. Fla. Bar No. 48793 Gary W. Pollack, Esq. Fla. Bar No. 313114 Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 26 of 27Page 27 of 27 Pollack, Pollack & Kogan, LLC Courthouse Tower ∞ 44 West Flagler Street ∞ Suite 2050 ∞ Miami, Florida 33130 ∞ Tel. (305) 373-9676 www.MiamiBusinessLitigation.com SERVICE LIST Langendorfer Law Firm, LLC Brendan P. Langendorfer, Esq. Co-Counsel for Plaintiffs P.O. Box 68 100 Queensborough Boulevard, Suite 201 Mount Pleasant, SC 29465 Phone: (843) 501-0469 Email: Brendan@langendorferlaw.com Law Offices of Ronald T. Bevans, Jr., P.A. Ronald T. Bevans, Jr., Esq. Counsel for Defendants 1221 Brickell Avenue, Suite 2660 Miami, FL 33131 Primary: rtbevans@bevanslaw.com Secondary: kpina@bevanslaw.com Tel: 305-374-7535 / Fax: 305-374-9869 YOUNG CLEMENT RIVERS, LLP Jason A. Daigle, Esq. South Carolina Counsel for Defendants 25 Calhoun Street, Suite 400 Charleston, SC 29401 Phone: (843) 720-5436 Fax: (843) 579-1324 Email: jdaigle@ycrlaw.com Case 1:14-cv-20136-BB Document 45 Entered on FLSD Docket 06/18/2014 Page 27 of 27IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF SOUTH CAROLINA CHARLESTON DIVISION 1848 CAPITAL PARTNERS, LLC, ) C.A. NO. 2:14-cv-02212-DCN ) PLAINTIFF, )

FIRST AMENDED COMPLAINT (JURY TRIAL DEMANDED) ) vs. ) ) SEAN RAIMBEAULT, LORI-ANN RAIMBEAULT, AND WDCI, LLC f/k/a LAURENTEC, LLC ) ) ) ) ) ) ) DEFENDANTS. ) ) Plaintiff, 1848 Capital Partners, LLC (“Plaint iff”), by and through its attorneys, sues the Defendants Sean Raimbeault, Lori-Ann Raimb eault, and WDCI, LLC f/k/a Laurentec, LLC (“Laurentec”) for defamation, abuse of process, unfair trade practices, and civil conspiracy, and, for its Amended Complaint against Defe ndant states and alleges as follows: 1. Plaintiff is a limited liability company organized and existing under the laws of the State of Delaware with its principal place of business in Miami, Florida. 2. Defendants Sean Raimbeault and Lori-A nn Raimbeault are citizens and residents of the State of South Carolina. 3. Defendant WDCI, LLC f/k/a La urentec, LLC (collectivel y with Sean Raimbeault and Lori-Ann Raimbeault “Defenda nts”) is a limited liability company organized and existing under the laws of the State of S outh Carolina, with its principa l place of business located in South Carolina. 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 1 of 10 Eastern Air Lines Exhibit 23 (10 pages)2 JURISDICTION AND VENUE 4. Diversity of citizenship exists between the Plaintiff and the Defendants pursuant to 28 U.S.C. § 1332, as the Plaintiff and the Defe ndants are citizens of different states and the amount in controversy exceeds $75,000.00. Plaintiff’ s claims arise under S.C. Code Ann. § 39- 5-10, et seq.; and the co mmon law of the State of South Carolina. 5. Venue is proper in this C ourt pursuant to 28 U.S.C. § 1391(b). Furthermore, the events giving rise to the cause of action describe d herein occurred in whole, or in part, in the District of South Carolina and the acts complain ed of continued to occu r and are ongoing in the State of South Carolina. FACTS 6. Sean Raimbeault and Lori-Ann Raimbeault were and are the sole owners of Laurentec, LLC located in Summerville, South Carolina. 7. Laurentec, LLC was in the business of , among other things, machining and manufacturing parts for various industrial, commercial, and governmental clients. 8. Plaintiff is a private equity firm that sponsors investments and holds a financial interest in both Accurate M achine & Tool, LLC (“Accurat e”) and Sunbelt Diversified Enterprises, LLC (“Sunbelt”). 9. In August of 2012 Defendants entered into di scussions for the sale of Laurentec, LLC’s assets and business to Accurate a nd/or Sunbelt (“Acquis ition Discussions”). 10. On or about November 23, 2012 Defendants and Accurate entered into an Asset Purchase Agreement (“APA”) wherein Accurate agreed to purchase from Laurentec certain assets, primarily machinery and tooling to make part s for industrial and governmental customers. 11. As consideration for the sale of the assets, the Raimbeaults received $700,000.00 cash at closing and a $650,000.00 promi ssory note from Accurate. 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 2 of 103 12. Sunbelt provided a $300,000.00 guaranty of part of the Accurate promissory note. 13. However, the Raimbeaults and Lauren tec had made fraudulent, material misrepresentations to Sunbelt and Accurate in the Acquisition Discussions and during the due diligence period between August and November of 2012 to entice Sunbelt and Accurate to close. 14. As a result, the assets and business sold under the APA were nearly worthless by the closing date. 15. Those fraudulent, material misrepresenta tions and omissions include, but are not limited to, the following:

a. Neglecting Laurentec and limiting operations from August of 2012 to the Closing Date in November 2012; b. Not paying accounts payable for the 2012 calendar year;

c. Stating that the accounts payable were accurate, up to date, and related to Laurentec’s business when, in fact, th e accounts payable included in the APA were in arrears, were related to th e Raimbeault’s personal property and/or businesses other than Laurentec; d. Hiding from Sunbelt and Accurate the fact that the U.S. Government, including the Defense Logistics Agency, and the D.O.D., had become convinced that Laurentec did not have the ability to meet the manufacturing requirements for critical parts (work that Laurentec had bid for – work which was another primary reason Laurentec wa s targeted for purchase) or that Laurentec had refused to allow the D.L.A. to even inspect its facilities as required by contract.

e. Misrepresenting to Sunbelt and Accurate that Laurentec had been profitable in the periods leading up to consummation of the APA when in fact it had not (at 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 3 of 104 the time the APA was signed the accounts payable were over three times more than the accounts receivable); f. Failing to disclose that Defendants has “obtained” bid work from the government and other customers at unpr ofitable amounts in or der to overstate the work-in-progress and give the fa lse appearance that Laurentec was a profitable and fast growing company; g. Misrepresenting that purchase orders from customers were good and valuable contracts when, in fact, Laurentec did not have the capabilities or equipment to produce the requisite parts and, theref ore, no ability to honor the purchase orders. h. Misrepresenting that they had valuable leads for additional business and contracts when, in fact, the “leads” we re merely public information for bids that Laurentec did not have the ca pability or equipment to fulfill; i. Concealing the fact that Laurentec’ s existing customers had abandoned it by the time the APA was consummated; j. To induce Sunbelt and Accurate to pay them a higher price, the Raimbeaults misrepresented the need for certain of Laurentec’s equipment to perform certain contracts when, in fact, th e equipment was unnecessary and was unnecessarily included in the APA at a bloated price. 16. Those material misrepresentations and omissions lead to litigation between Accurate and Sunbelt, on the one hand, and Defendants, on the other hand which is currently pending (“APA Litigation”). 17. In March of 2014, Sunbelt, Accurate, an d Defendants engage d in a mediation related to the APA Litigation, bu t settlement was not achieved. 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 4 of 105 18. On May 13, 2014, Defendants included 1848 Capital Partners as a defendant in a proposed Amended Complaint in the APA Litigation. 19. Defendants’ counsel stated at the time that the reason for 1848 Capital Partners’ inclusion as a defendant in the proposed Amende d Complaint in the APA Litigation was that the Defendants knew 1848 Capital Partners were invest ors or involved in the re-launch of Eastern Airlines. 20. On June 3, 2014, Defendants posted on the online, public U.S. Department of Transportation comment board an objection to the application by Eastern Airlines for a certificate of public necessity required to be certified as a commercial air carrier (“the DOT Objection”). 21. The DOT Objection falsely alleged that Plai ntiff has “failed to disclose” that it was subject to a lawsuit fo r fraud. See Exhibit “A”. 22. The DOT Objection falsely stated that Pl aintiff (and others) “have by construction allegedly engaged in deceptive trade pr actices and fraud”. See Exhibit “A”. 23. Defendants posted the defamatory DOT Objection for the improper purpose of blackmailing Plaintiff and others into settling the APA Litigation for twice the amount agreed upon at mediation. 24. The publication of the defamatory DOT Ob jection is not the first venture by the Defendants into the scheme of on-line or email internet fraud. 25. In December 2011, unhappy with a dispute over software they had purchased, Defendants created and published false and defamato ry statements about the software supplier, accusing it of fraud, and circulat ed the false and defamatory statements via email to numerous parties. 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 5 of 106 26. In June 2012 Defendants caused the fili ng of a police repor t in Dorchester County, South Carolina accusing a former management employee of sexual harassment. Defendants then circulated defamatory emails to various persons pointing to the false police report, all in a scheme to defame and ruin the reputation of their former employee. 27. Defendants’ publication of the DOT Objec tion is yet another effort by Defendants to defame people, knowing their st atements are false, and made in this instance in a subversive and improper effort to force a settlement of the APA Litigation. FOR A FIRST CAUSE OF ACTION (Defamation/Libel as to Sean Raimbeault) 28. Plaintiff repeats and realleges all the allegations contained in the foregoing paragraphs as though the same were fully set forth herein verbatim. 29. Defendant Sean Raimbeault has published written statements (the DOT Objection) which have defamed Plai ntiff including, but not limited to:

a. Making false and defamatory statements, on or about June 3, 2014, on the United States Department of Transportation’s message board; b. Stating in writing that the Plaintiff and its owners, principals, employees, subsidiaries, agents, representatives, officers, and/or di rectors have not disclosed certain information to the United States Department of Transportation;

c. Stating in writing that Plaintiff a nd its owners, principals, employees, subsidiaries, agents, representatives, o fficers, and/or dir ectors have “engaged in deceptive trade practices and fraud”; 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 6 of 107 30. The defamatory statements constitute defamation per se in that the statements falsely accuse Plaintiff of cer tain behaviors and acts; and th e defamatory meaning of the statements is obvious on the face of the statements. 31. The defamatory publication, being in written form, is libel, and is actionable per

se . Defendant Sean Raimbeault’s false and defama tory statements tend to degrade Plaintiff, reduce its character and reputati on in the estimation of the comm unity, and leads others from associating and/or de aling with it. 32. Defendant Sean Raimbeault acted with common law malice in publishing the false and defamatory statements and Plaintiff ha s suffered general and/or special damages as a direct and proximate result. 33. The defamatory statements were disse minated from Charleston County, South Carolina. 34. The defamatory statements have affected and continue to affect Plaintiff’s reputation so as to impede its broader reputation within the comm unity as intended by Defendant Sean Raimbeault. 35. The publications contain false and defama tory statements concerning Plaintiff. 36. The publications were disseminated by Defendant Sean Raimbeault for the purpose of defaming and disgracing Plaintiff. 37. Defendant Sean Raimbeault’s unprivileg ed statements about Plaintiff were published to third-parties which have damaged a nd disgraced Plaintiff’s reputation within the greater community. 38. Defendant Sean Raimbeault was at fault in publishing untruthful statements about Plaintiff. 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 7 of 108 39. Plaintiff has suffered actual and special harm as a result of Defendant Sean Raimbeault’s publishing of defamatory statements. 40. As a result of Defendant Sean Raimbeau lt’s defamation, Plaintiff is entitled to recover actual, consequential, special, and puni tive damages from Defendant Sean Raimbeault. FOR A SECOND CAUSE OF ACTION (Abuse of Process All Defendants) 41. Plaintiff repeats and realleges all the allegations contained in the foregoing paragraphs as though the same were fully set forth herein verbatim. 42. On June 18, 2014 Defendants filed an Am ended Complaint in United States District Court for the Southe rn District of Fl orida, Miami Division naming 1848 Capital Partners, LLC as a defendant. 43. Defendants named Plaintiff in their Amende d Complaint for an ulterior purpose to gain an objective not legitimate in the use of the process and as a form of coercion to obtain a collateral advantage not properly in volved in the proceeding. 44. Defendants are using the process in an atte mpt to blackmail Plaintiff and to extort payment from Plaintiff for contracts to which Plaintiff was not a party. 45. Defendants naming Plaintiff in their Amended Complaint was a willful and definite act not authorized by the process, was not a legitimate use of the process, and was a calculated attempt to sabotage Plaintiff’s busin ess dealings unrelated to the proceeding. 46. The collateral objectives of sabotaging Plaintiff’s business dealings, blackmailing Plaintiff, and extorting payment from Plaintiff for contracts to which Plaintiff was not a party were the primary purposes for Defendants nami ng Plaintiff in their Amended Complaint. 47. As a direct and proximate re sult of Defendants’ Abuse of Process, Plaintiff has suffered injury and harm. 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 8 of 109 48. As a result of Defendants’ Abuse of Process, Plaintiff is entitled to recover actual, compensatory, consequential, special, and punitive damages from Defendants Sean Raimbeault and Lori-Ann Raimbeault. FOR A THIRD CAUSE OF ACTION (Violation of the South Carolina Unfair Trade Practices Act, S.C. Code Ann. § 39-5-10, et seq.) 49. Plaintiff repeats and realleges all the allegations contained in the foregoing paragraphs as though the same were fully set forth herein verbatim. 50. Through their conduct, as set forth herei n, Defendants have willfully engaged in unfair methods of competition and unfair or dece ptive acts and practices in the conduct of trade and commerce, in violation of S. C. Code Ann. § 39-5-10, et seq. 51. Defendants’ conduct and practices are capab le of repetition, adversely affect the public interest, and have caused Plaintiff to suffer an ascertainable loss of money entitling it to the relief permitted by S.C. Code Ann. § 39-5-140. 52. As a direct and proximate result of De fendants’ unfair and deceptive acts, as alleged above, Plaintiff and the public has been damaged. 53. As a direct and proximate result of Defendants’ misc onduct, as alleged herein, Plaintiff has suffered and conti nues to suffer actual, special a nd consequential damages including but not limited to monetary loss, loss of sales, loss of profits a nd other damages pursuant to S.C. Code Ann. § 35-5-140. 54. In addition, on account of Defendants’ willful and knowing, use and employment of unfair or deceptive methods, acts and practices as described herein, Plaintiff is entitled to a trebling of any damage award a nd reasonable attorneys’ fees pur suant to S.C. Code Ann. § 39-5- 140. 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 9 of 1010 FOR A FOURTH CAUSE OF ACTION (Civil Conspiracy – All Defendants) 55. Plaintiff repeats and realleges all the allegations contained in the foregoing paragraphs as though the same were fully set forth herein verbatim. 56. Defendants, acting together and in concert, conspired to injure Plaintiffs as more specifically outlined above. 57. The object of Defendants’ conduct as outline d herein, was to ruin and/or damage Plaintiff. Defendants’ conduct as outlined herein, went well beyond legitimate business competition and dealings and included specific planning to damage Plaintiff. 58. Plaintiff has suffered special damages includ ing, but not limited to, loss of profits, loss of capital, and loss of business. 59. As a result of the civil conspiracy, Plaintiff is entitled to recover actual, compensatory, consequential, special, and punitive damages from Defendants. WHEREFORE, Plaintiff prays for judgment on all causes of action against Defendants jointly and severally in an amount to be determ ined by a jury, together with actual damages, consequential damages, punitive damages, trebled da mages, costs of this action, attorneys’ fees, and such other and further relief that this Honorable Court deems just and proper. Respectfully submitted, YOUNG CLEMENT RIVERS, LLP By: s/Jason A. Daigle Jason A. Daigle, Federal I.D. #: 9588 25 Calhoun Street, Suite 400 Charleston, South Carolina 29401 (843) 720-5436 E-mail: jdaigle@ycrlaw.com Attorneys for the Plaintiff Dated: July 21, 2014 Charleston, South Carolina 2:14-cv-02212-DCN Date Filed 07/21/14 Entry Number 11 Page 10 of 10

### Eastern Air Lines Group, Inc. Comparative Balance Sheets Forecasted September 30, 2014 December 31, 2014 March 31, 2015

Current assets; Cash on hand 9,886,509 $ 8,599,824 $ 6, 625,522 $ Restricted cash (deposits) Restricted cash (credit card holdback) Prepaid expenses 7,835 42,320 42,320 Total current assets 9,894,344 8,642,144 6,667,842 Fixed assets 127,626 185,989 200,989 Deposits on leased aircraft 295,000 885,000 1,400,000 Deposits on aircraft orders 10,418,670 10,418,670 Intangible assets - trademark 654,287 654,287 654,287 Capitalized financing costs 1,129,255 1,129,255 1,129,255 Total assets 12,100,512 $ 21,915,345 $ 20, 471,043 $

Current liabilities; Accounts payable 138,013 $ 189,676 $ 227, 611 $ Accrued expenses 15,000 51,589 61,907 Unearned aircraft subsidies 500,000 800,000 Unearned passenger revenue Total current liabilities 153,013 741,265 1,089,518 Debt; Bank Aircraft deposit loans 10,418,670 10,418,670 Total debt 0 10,418,670 10,418,670 Total liabilities 153,013 11,159,935 11,508,188 Equity; Stock 14,172,841 14,172,841 14,172,841 Start-up losses to date (2013 and prior) (306,111) (306,111) (306,111) Start-up losses to date (2014) (1,919,231) (3,111,320) (3,111,320) Start-up losses to date (2015 through certification) (1,792,555) Total equity 11,947,499 10,755,410 8,962,855 Total liabilties and equity 12,100,512 $ 21,915,345 $ 20, 471,043 $ Eastern Air Lines Exhibit 24 (2 pages)Start Up Costs Through Grand 09/30/14 October November December Total January February March Total Total Start Up Summary Pre-certification expenses (see below) 1,919,231 280,969 261,169 649,950 3,111,320 473,385 584,710 734,460 1,792,555 4,903,875 Aircraft deposits 295,000 295,000 0 295,000 885,000 345,000 170,000 515,000 1,400,000 Capital expenditures 135,461 36,526 0 4,580 176,567 5,000 5,000 5,000 15,000 191,567 Total 2,349,692 612,495 261,169 949,530 4,172,887 823,385 759,710 739,460 2,322,555 6,495,442 Corporate Personnel Roster CEO Vice President of Flight Operations Chief Pilot Director of Safety and Security Director of In Flight Operations Director -OCC (System Control) Vice President of Technical Operations Chief Inspector Manager - Maintenance Control CASS QA Audit Marketing Manager CFO HR/Administration Executive Assistant

Salaries 419,681 108,918 109,698 105,404 743,700 104,000 109,000 114,000 327,000 1,070,700 Payroll taxes 23,813 8,506 8,557 9,486 50,363 9,360 9,810 10,260 29,430 79,793 Benefits 15,834 1,415 7,898 9,099 34,246 9,300 9,300 9,300 27,900 62,146 Other personnel costs 12,373 3,019 7,875 7,766 31,033 1,000 1,000 1,000 3,000 34,033 Total Personnel Costs 471,701 121,857 134,028 131,755 859,342 123,660 129,110 134,560 387,330 1,246,672 Office expenses 48,109 5,166 1,436 18,660 73,371 7,300 7,300 7,300 21,900 95,271 Rent 14,506 2,157 2,060 3,060 21,783 4,000 4,000 4,000 12,000 33,783 IT/Software, Professional Fees 35,326 2,460 1,660 3,160 42,606 19,100 19,100 19,100 57,300 99,906 Travel 150,226 20,773 12,918 21,900 205,817 21,000 21,000 21,000 63,000 268,817 Directors & Officers Insurance 39,542 14,588 6,019 7,387 67,536 7,000 7,000 7,000 21,000 88,536 Eastern Brand Development and Sponsorships 272,073 2,560 0 36,127 310,760 7,500 7,500 7,500 22,500 333,260 Total Corporate Costs 559,782 47,704 24,093 90,294 721,873 65,900 65,900 65,900 197,700 919,573 Total Personnel and Corporate 1,031,483 169,561 158,121 222,049 1,581,215 189,560 195,010 200,460 585,030 2,166,245 Legal 256,550 17,650 6,450 9,510 290,160 10,000 10,000 10,000 30,000 320,160 HR Consultants 100,400 12,500 12,500 25,574 150,974 12,500 12,500 12,500 37,500 188,474 DOT Consultants 524,520 60,283 51,810 54,580 691,193 35,000 35,000 35,000 105,000 796,193 881,470 90,433 70,760 89,664 1,132,327 57,500 57,500 57,500 172,500 1,304,827

Total Overhead 1,912,953 259,994 228,881 311,713 2,713,542 247,060 252,510 257,960 757,530 3,471,072 Operations - Personnel Pilots 25,000 25,000 25,000 75,000 75,000 F/As 17,500 35,000 35,000 87,500 87,500 Scheduling/Dispatch 10,000 20,000 30,000 30,000 Maintenance 10,000 20,000 30,000 30,000 42,500 80,000 100,000 222,500 222,500 Payroll taxes (@10%) 3,825 7,200 9,000 20,025 20,025 Benefits (@ $600 pp after 60 days) 0 0 6,000 6,000 6,000 Total 46,325 87,200 115,000 248,525 248,525 Operations - Training Training : Pilots 2,500 135,490 137,990 5,000 5,000 10,000 147,990 Training : FA 0 30,000 30,000 5,000 65,000 65,000 Training: Maintenance 0 5,000 5,000 10,000 10,000 Training Hotels 0 45,000 105,000 105,000 255,000 255,000 Total 2,500 135,490 137,990 80,000 145,000 115,000 340,000 477,990 Operations - Aircraft Aircraft Fuel 21,375 21,375 0 0 82,500 82,500 103,875 Aircraft Lease 20,000 20,000 10,000 10,000 74,000 94,000 114,000 Lease credit 0 (20,000) (20,000) (20,000) (60,000) (60,000) Aircraft Insurance 112,029 112,029 60,000 60,000 60,000 180,000 292,029 Aircraft Maintenance, Supplies 6,278 20,975 29,788 49,343 106,384 50,000 50,000 50,000 150,000 256,384 6,278 20,975 29,788 202,747 259,788 100,000 100,000 246,500 446,500 706,288 Total Operating Expenses 6,278 20,975 32,288 338,237 397,778 226,325 332,200 476,500 1,035,025 1,432,803

TOTAL EXPENSES 1,919,231 280,969 261,169 649,950 3,111,320 473,385 584,710 734,460 1,792,555 4,903,875 Actual, 2014 Budget, 2015 Pre-Certification Start Up CostsEastern Air LinesExhibit 25(2 pages)

# Eastern Airlines Charter Operation Key Assumptions

Base Miami (MIA) Funding Equity $9,173,000 Financing Costs $56,240 Net Equity $9,116,760 Fixed Asset Purchase (EAL Brand) $655,000 Start Up Period January 1, 2014 March 31, 2015 Revenue Operations April 1, 2015 Aircraft Assumptions Aircraft B737-800 B737-800 B737-700 B737-700 Seating Configuration 12/150 12/150 8/126 8/126

Aircraft Intake Aircraft Lease Rate Aircraft Lease Rate Aircraft 1 December 1, 2014 1 $295,000 Aircraft 2 May 1, 2015 1 $170,000 Aircraft 3 July 1, 2015 1 $255,000 Aircraft Lease Support $20,000 Per month per aircraft Aircraft Deposits 3 months Gross Lease Rate paid in 3 equal installments in Months 4, 2 & 1 prior to Service Entry Operational Assumptions Monthly Revenue Flying 200 hours per aircraft Monthly Non Revenue Flying 12 hours per aircraft Average Trip Length (Miles) 1100 statute miles Average Block Time (Revenue & Positioning) 3 hours per trip

Revenue Assumptions B737-800 B737-700 ACMI Block Hour Charge Rate Cost Assumptions Start Up Costs As Shown on Start Up Summary Page & Detailed EAL Start Up Expense Report Aircraft Monthly Lease Rate As above Cockpit Crew incl. Expenses per block hour Cabin Crew incl. Expenses per block hour - Maintenance $800 per block hour Insurance - 800 $60,000 per month Insurance - 700 $44,250 per month Positioning Flights Fuel Consumption 750 gallons per block hour Fuel Cost $2.75 per gallon Landing - Airport Fees $1,000 per flight Positioning Flights per Block Hour $3,371 Positioning Flights per Flight $1,000 Corporate Overhead $220,000 up to 2 aircraft $250,000 3 aircraftEastern Air Lines Exhibit 26 (1 page)