> ASSET MANAGEMENTThe DarrowEverett Asset Management Group recognizes the uncertain-ty and challenges posed by current financial, economic and regulatory conditions. Our firm has assembled a rapid response, multidisciplinary team to assist clients in responding to and managing the challenges and opportunities presented in today’s unsettled economic and financial en-vironment. Our attorneys offer practical and effective solutions in asset acquisition, asset management and repositioning, due diligence, invest-ment portfolio analysis and repositioning, and portfolio management strategies for short and long term cash flow and capital needs, and/or overall strategic planning and response. We currently represent lenders, investors, developers, and tenants in connection with their various asset management needs.

> BUSINESS AND CORPORATEDarrowEverett LLP attorneys are experienced in the multitude of areas affecting business and industry on a daily basis, serving a sophisticated general corporate practice involving LLC, corporate and partnership en-tity formation; corporate governance; agreements; mergers and acquisi-tions; and e-commerce, licensing and employment matters.

We have represented clients in virtually every major type of corporate and finance transaction, including securities offerings, angel financings and other capital-raising activities. Our attorneys have negotiated strate-gic business agreements such as licensing, manufacturing, distribution, drop-ship, consignment, management, joint venture and other strategic alliance agreements.

> BANKING & FINANCEDarrowEverett consistently delivers comprehensive, efficient, and timely representation to its clients in the areas of real estate lending, corpo-rate finance, and asset-based lending. Our attorneys regularly structure

and assist our clients in the facilitation of pre-development/ acquisition financing, construction financing, permanent financing, and refinancing transactions, for matters involving all types of real estate (including raw land, office, industrial, commercial condominiums, golf courses, resorts and hospitality, retail shopping centers, and multifamily residential de-velopments).

DarrowEverett also advises clients on financing involving various types of assets and in all types of business acquisition financing, credit facilities, and refinancing. We represent lenders and borrowers alike in connection with a wide range of sophisticated and unique financings, including mez-zanine financings, historic and low income tax credit loans, syndications/participations, convertible/referred equity structures, commercial mort-gage backed securitization lending, loan assumptions and the financing of sale leaseback transactions.

> COMMERCIAL REAL ESTATEThe attorneys at DarrowEverett counsel clients on a wide range of com-mercial real estate matters, including acquisitions and sales of commer-cial real estate; zoning, permitting and other land use matters; condo-minium formations and conversions; leasing of retail, office and industrial properties; real estate financing; construction contracts; environmental matters; and any other commercial real estate related matters.

We represent regional and national real estate developers; landlords owning all different sizes and types of leasable property; a wide variety of tenants, from national retailers to clients leasing local retail, office and industrial sites; lenders offering both traditional and alternative financing structures; condominium associations; construction companies; and all types of other participants in the commercial real estate market.

We have expertise in traditional structuring of real estate deals, and cre-ating innovative structures to address the unique needs of our clients and their projects.

> CONSTRUCTIONOur construction law group combines knowledge of the law with effec-tive, pragmatic advice—advice that is timely, efficient, and results ori-ented. Construction projects, in both the public and private arenas, are a key component of our practice at DarrowEverett. The firm’s attorneys counsel construction industry clients at every stage of a construction project, from conceptual planning and bid preparation to project close-out and warranty service. Our attorneys have represented public and private owners, developers, engineers, architects, general contractors, subcontractors, material suppliers, equipment renters and manufacturers in virtually every situation that occurs on a construction project.

> ESTATE PLANNING & ADMINISTRATIONDarrowEverett provides a full range of estate planning services, including tax aspects of estate planning, business succession, drafting wills and trust documents, buy-sell agreements and various types of power of at-torney documents.

All of our services are designed to achieve the personal objectives of our clients, assuring the transfer of our clients’ assets in a manner consistent with their personal goals and in the most tax efficient manner.

The estate planning attorneys at DarrowEverett have significant experi-ence in succession planning for owners of closely held businesses, and our attorneys work with our clients to assure the implementation of a well thought-out succession plan—one which takes into account not only concerns relating to the business, but also personal and tax consider-ations.

> HEALTH CAREAttorneys in DarrowEverett’s Health Care Practice Group assist clients with life cycle representation for medical practices and health care ser-vices organizations, including professional organization acquisitions, mergers, joint ventures, buy-sell structures and financings – both debt and equity and related to both real estate and commercial assets.

As general counsel for medical practices, we guide client business own-ers through health care practice matters both common and unique in-cluding expansion opportunities, compensation planning, employment and non-competition agreements, consultant and independent contrac-tor matters, HIPAA privacy laws, medical records protection and informa-tion technology issues.

> HOTEL, HOSPITALITY AND RESORTDarrowEverett offers comprehensive legal services for owners, develop-ers, institutional lenders, and operators of golf courses, country clubs, resorts, residential developments, hotels and timeshares. We distinguish ourselves by our ability to handle all aspects of a project, from acquisition of the land to development and construction of the project, to project disposition. Our knowledge and experience, as well as our recognition in the field, allow us to coordinate all facets of the most complex proj-ects. We are experienced in the negotiation of purchase and sales agree-ments, negotiation of construction and design-build contracts, perfor-mance of due diligence, financing purchase transactions, and obtaining zoning and permitting approvals. Our strategic advice and expertise in the residential, resort, and hospitality industries generate positive results and facilitate project success.

> COMPLEX LITIGATION & DISPUTE RESOLUTIONDarrowEverett has a long track record of success in complex and high stakes disputes throughout the country. Our attorneys aggressively rep-resent individuals and businesses in a variety of commercial matters in-cluding complex contract, employment, intellectual property, insurance coverage, securities and product liability disputes.

Our experience spans a variety of industries, including real-estate, bank-ing and finance, family, criminal, health care, insurance, retail, and man-ufacturing. The attorneys at DarrowEverett aggressively represent their clients’ interests in litigation matters at both the federal and state court level.

The DarrowEverett Litigation Team also represents individuals and cor-porations in criminal matters in both Federal and State Courts in the region. Retained for services related to investigations by Federal or Stateauthorities, including grand jury investigations, we focus efforts on re-solving government concerns and circumventing commencement of prosecution. Although we devote significant effort to preventing prose-cution, when it is necessary we will tenaciously defend our clients at trial and on appeal.

> PRIVATE EQUITY & VENTURE CAPITAL & SECURITIESWe frequently negotiate sophisticated transactions including corpo-rate debt and equity financings, joint ventures, mergers and acquisi-tions, asset dispositions, subordinated and senior debt transactions , convertible debt financings, tax credit financings, securities issuanc-es and other capital raises, recapitalizations, restructurings, buyouts, takeouts and equity syndications.

We have a successful and proven track record of assisting fundraising ventures reach their business objectives, including formation, fund-raising and solicitation of capital, management of portfolio compa-nies and mezzanine and distressed investments. We assist clients in preparation of private placement and/or syndication documentation including “cut” or term sheets, letters of intent, executive summa-ries, prospectuses, governance agreements, convertible promissory notes, subscription agreements, as well as securities filings and com-pliance materials.

> TAXThe attorneys at DarrowEverett represent individuals and estates, sole proprietorships, corporations, partnerships, and limited liability companies in connection with the numerous and varied tax impli-cations of their respective businesses. Our attorneys have extensive experience in understanding the relevant tax issues associated with: formation, operation and liquidation of partnerships and limited lia-bility companies; corporate tax matters; real estate acquisitions and financing; 1031 Like- Kind Exchanges; sales and use tax issues; per-sonal property tax matters, real property tax appeals; interstate sales tax issues.

> RENEWABLE ENERGY LAWThe DarrowEverett Renewable Energy Practice Group attorneys help energy businesses succeed with their complex project. We facilitate renewable energy sales by drafting, reviewing, and finalizing con-tracts that help with Power Purchasing Agreements. We also assist renewable energy companies with access to potential sources of en-ergy industry capital and investment. We customize for each client’s individual experience by providing a collaborative guidance with our fully-integrated tax unit ensuring that the tax benefits and restrictions in federal, state and municipal law are considered at each stage of the structuring, planning, financing, development and operation of renewable energy projects. Our regulatory attorneys regularly advise clients regarding the interaction between federal and state procure-ment law. In addition, our attorneys have years of experience dealing with municipal zoning and other land use restrictions relating to solar projects. We’ve done it all in renewable energy and have the team to get the job done.

> EMPLOYMENT LAWConcerning Labor and Employment Issues, DarrowEverett Attorneys represent individuals and corporations dealing with discrimination, sexual harassment, Title VII, Americans with Disabilities Act (ADA), Age Discrimination in Employment Act (ADEA), Family and Medical Leave Act (FMLA), Fair Labor Standards Act (FLSA), and much more. We also represent people who have claims under the Rhode Island Fair Employment Practices Act, the Rhode Island Civil Acts Act, and the Rhode Island Whistleblowers’ Protection Act.

OFFERING A FULL RANGE OFLEGAL AND ADVISORY SERVICES