C3 ACQUISITION CO. LLC Executive Summary of Key Terms July 30, 2009 The following information is presented as a sununaty of certain of key tenns of an investment in C3 Acquisition Co. LLC only and is qualified in its entirety by reference to the company's Limited Liability Company Agreement. The Company C3 Acquisition Co. LLC, a Delaware limited liability company (the "Company"). Purpose To fund the costs of pursuing an acquisition of some or all of the assets, liabilities and business operations of Centerline Holding Company and its subsidiaries (collectively, "Centerline"), as contemplated by the Authorization Agreement dated July 4, 2009 (the "Authorization Agreement") between Island C-III Holdings LLC ("Island") and Centerline (the "Centerline Transaction"), including payment of advisory fees to Island Capital Group LLC ("ICG") in connection therewith. Managing Member C3 Directives LLC, a Delaware limited liability company, will be the managing member of the Company (the "Managing Member"). Island Capital Group LLC ("ICG") is the sole managing member of the Managing Member. Company Capitalization Members of the Company other than the Managing Member ("Investors") will contribute, in the aggregate, $15 million in cash to the equity capital of the Company, all of which will be funded at a single closing and deposited by the Company into a cash reserves bank account (the "Cash Reserves Account"). Commitments for membership interests in the Company will be made by Investors by execution and delivery to the Managing Member of counterpart signature pages to the Company's Limited Liability Company Agreement, which will be held in escrow by the Managing Member until commitments from Investors totaling $15 million have been received. Term As determined at the discretion of the Managing Member. The final liquidating distribution shall be made at such time and in such manner as to allow for an orderly liquidation, subject to the Ma