Midtown Partners™ Member FINRA & SIPC

Spicy Pickle Franchising Inc.

$5,992,500
PIPE
Convertible Preferred Stock & Warrants
Sole Placement Agent

December 14, 2007

Transaction Overview

Total placement: 705 shares of Series A Convertible Preferred Stock to 14 institutional and high net-worth investors, convertible into common stock at $.85/share
One common stock purchase warrant for every underlying common share
Proceeds to be used for restaurant expansion, purchase of franchise-owned locations and general working capital

Company Description

Founded in 1999, Spicy Pickle Franchising, Inc. (SPKL.ob) franchises and operates 38 Spicy Pickle restaurants in the United States. The Spicy Pickle restaurant is a fast-casual restaurant specializing in sandwiches, salads, soups, and soft drinks.

Midtown Role/Responsibilities

Served as sole placement agent
Conducted issuer and industry diligence
Refined investment thesis to achieve best valuation
Assisted in the preparation of offering documentation and marketing materials
Assisted investors in their due diligence
Negotiated documentation, pricing and terms
Secured investor commitments
Announced deal through press release

Transaction Overview

Midtown Partners led a buyout group to buy out existing management
Management team remained in place with incentives to grow the business
Equity investors purchased Series A convertible preferred shares convertible into common stock at $.75/share
Debt investors purchased convertible debentures convertible at $.75
Two common stock purchase warrants for every underlying common share

Company Description

Located in Guin, Alabama, Deer Valley Corporation (DVLY.ob) engages in the production, sale, and marketing of factory-built homes in the southeastern and south central United States housing market. It manufactures and sells multi-section manufactured homes. The company offers approximately 31 models of manufactured homes with various decors marketed under the Deer Valley brand name. The company’s 2007 revenue was $63.3 million and 2007 EBITDA was $3.8 million.

Midtown Role/Responsibilities

Organized equity buyout group and negotiated compelling buyout price
Structured buyout transaction (equity and debt) and related employee agreements
Identified and assisted in the selection of a shell corporation
Prepared documentation for the reverse merger and offering materials for the associated financing
Assisted institutional investors in their due diligence
Negotiated documentation, pricing and terms
Secured investor commitments
Announced deal through press release

American Defense Systems, Inc.

$15,000,000
Private Equity Placement
Preferred Stock & Warrants
Sole Placement Agent

April 8, 2008

Transaction Overview

Total placement: 15,000 shares of Series A Preferred Stock to two institutional private equity investors
Proceeds to be used for development of additional proprietary technologies and general working capital
Company self-filed to be public using a Form 10 registration and now trades on the American Stock Exchange under ticker EAG

Company Description

American Defense Systems, Inc. (EAG) offers advanced solutions in the design, fabrication, and installation of transparent and opaque armor, security doors, windows and curtain wall systems for use by military, law enforcement, homeland defense and corporate customers. ADSI engineers also specialize in developing innovative, functional and aesthetically pleasing security applications for the mobile and fixed infrastructure physical security industry.

Midtown Role/Responsibilities