New Haven Capital Holdings LLC - Cease and Desist Order and Fine Payment

RICK SNYDER GOVERNOR STATE OF MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS LANSING Complaint No. 320145 SHELLY EDGERTON DIRECTOR NEW HAVEN CAPITAL HOLDINGS, L.L.C. Unregistered FINE PAYMENT INSTRUCTIONS The FINE must be received by the Department on or before MAY 16, 2017. The FINE must be paid by cashier's check or money order, with the Complaint No. clearly indicated on the check or money order, made payable to the State of Michigan, and sent to the address indicated below. Once the FINE has been overdue for at least six months, it will be referred to the Michigan Department of Treasury for collection. Questions may be directed to Final Order Monitoring staff at (517) 241-9180. To ensure the proper posting of the payment to your account, please mail the Fine Payment Processing Stub with your payment to: Michigan Department of Licensing and Regulatory Affairs CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU Final Order Monitoring - Securities & Audit Division P.O. Box 30018-Lansing, Ml 48909 FINE PAYMENT PROCESSING STUB Please return this with your payment. Make your check or money order drawn from a U.S. financial institution payable to the STATE OF MICHIGAN. Complaint No.: 320145 Do not send cash. Agency C3 ACCOUNT Code 10117 Due: May 16, 2017 Total Amount Due: CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU P.O. BOX 30018 • LANSING, MICHIGAN 48909 www.michigan.gov/cscl • 517-241-9223 $1,000,000

STATE OF MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU In the Matter of: Complaint Nos. 320145 and 320146 NEW HAVEN CAPITAL HOLDINGS, L.L.C. Unregistered and SCOTT RICHARD ROOKUS CRD No. 2700223 Respondents. Issued and entered This 30th dayof June, 2014 NOTICE AND ORDER TO CEASE AND DESIST The Director of the Corporations, Securities & Commercial Licensing Bureau(the "Bureau"), pursuant to his statutory authority and responsibility to administer and enforce the Michigan Unifo1m Securities Act (2002), 2008 PA 551, MCL 451.2101 et seq. ("Securities Act"), hereby orders New Haven Capital Holdings, L.L.C. and Scott Richard Rookus to cease and desist from continuing to violate the Securities Act, including, but not limited to, making untrue statements of material facts in the offering and sale of securities in Michigan. New Haven Capital Holdings, L.L. C. and Scott Richard Rookus ("Respondents") are also notified of the opportunity to request a hearing in this matte1·. I. BACKGROUND A. The Respondents 1. New Haven Capital Holdings, L.L.C. is a Michigan limited liability company with an address of 1043 Corvette Drive, Jenison, Michigan 49428. New Haven Capital Holdings, L.L.C. submitted a Form D Notice Filing

Page2 of 6 under the Securities Act in Michigan on or about January 21, 2010. The company is not registered under the Securities Act in Michigan. 2. Scott Richard Rookus is an individual with an address of Corvette Drive, Jenison, Michigan 49428. He was registered as a securities agent in Michigan until and had a Central Registration Depository ("CRD") number of 2700223. According to the CRD, in August 2005, Mr. Rookus was discharged from his employment with Robe1t W. Baird & Co. Incorporated for violating firm policy. The te1mination rendered Mt·. Rookus's securities agent registration ineffective in Michigan, under Section 402(3) of the Securities Act, MCL 451.2402(3). B. Findings of Fact 3. Based upon a Statement of Complaint received from a citizen, the Bureau conducted an investigation of the activities of Respondents. The investigation revealed that Respondents made untrue statements of material facts in selling investment securities to Betty Wesolek, an eighty-five year old Michigan resident. On January 21, 2010, the Respondents obtained $125,000.00 from an investment account belonging to Betty Wesolek. On February 2, 2010, the Respondents obtained $125,000.00 from an investment account belonging to Betty Wesolek. On May 19, 2010, Respondents obtained $100,000.00 from an investment account belonging to Betty Wesolek. On August 10, 2010, Respondents obtained $45,000.00 from an investment account belonging to Betty Wesolek. All funds obtained from the investment account belonging to Betty Wesolek were represented to be loans to Delafield, L.L.C., and Delafield Hospitality Group, L.L.C., both entities in which Scott Rookus had membership interests. 4. The investigation revealed that Respondents made untrue statements of material facts in offering disclosure documents provided to Betty Wesolek by misrepresenting the structure of the loans to affiliated entities and the payments to investors. Respondents made untrue statements of material facts by misstating terms of loan interest payments in the offering disclosure documents provided to Betty Wesolek. Respondents made untrue statements of material facts in offering disclosure documents regarding the application of suitability standards for the investments made by Betty Wesolek. II. RELEVANT STATUTORY PROVISIONS 5. Section of the Securities Act, MCL 451.2501, provides the following: Cease & Desist Order Scott Richard Rookus & 320146 Pagc2 of6

It is unlawful for a person, in connection with the offer, sale, or purchase of a security, to directly or indirectly do any of the following: (a) Employ a device, scheme, or artifice to defraud. of (b) Make an untrne statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. ( c) Engage in an act, practice, or course of business that operates or would operate as a fraud or deceit on another person. 6. Section 604 of the Securities Act, MCL 451.2604, states in relevant part: (1) If the administrator determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act, the administrator may do 1 or more of the following: (a) Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this act .... (4) In a fmal order issued under this section, the administrator may do any of the following: Cease & Desist Order (a) Impose a civil fine of not more than $10,000.00 for a single violation of this act or a rule adopted or order issued under this act or $500,000.00 for multiple violations. (b) In addition to a civil fme imposed under subdivision (a), if the violation or violations of this act or a rule adopted or order issued under this act includes an act, practice, or course of business directed at, or that resulted in damage to, any of the following, the administrator may impose a civil fine of not more than $10,000.00 for a single violation or $500,000.00 for multiple violations: (i) One or more individuals who are years of age or older. New Haven Capital Holdings, L.L.C. Complaint Nos. 320145 & 320146 Page 3 of 6

(ii) On or more individuals who the administrator dete1mines were unable to protect their financial interests due to disability or illiteracy or an inability to understand the language of an agreement presented to them. of6 (c) Charge the actual cost of an investigation or proceeding for a violation of this act or a rule adopted or order issued under this act .... III. CONCLUSIONS OF LAW 7. New Haven Capital Holdings, L.L.C. and Scott Richard Rookus unlawfully sold investment securities to a Michigan resident who was over the age of 60, contrary to section 50l(b) of the Securities Act, being MCL 451.2501(b), for which the administrator is authorized to issue an order under section 604(1)(a) of the Securities Act, MCL 451.2604(1)(a). IV. ORDER IT IS THEREFORE ORDERED, pursuant to section of the Securities Act, MCL 451.2604, that: A. Respondents shall immediately CEASE AND DESIST from violating the Securities Act, specifically section 501(b), being MCL 451.250l(b). B. The Administrator, pursuant to section 604( 4)( a) of the Securities Act, in his Final Order, intends to impose civil fines of $1,000,000.00 against each of the Respondents for a total fine of $2,000,000.00. C. Pursuant to section 604(2) of the Securities Act, this CEASE AND DESIST ORDER IS IMMEDIATELY EFFECTIVED. Pursuant to section of the Securities Act, MCL 451.2508, a person that willfully violates the Securities Act, or an order issued under the Securities Act, is guilty of a felony punishable by imprisonment for not more than years or a fine of not more than $500,000.00 for each violation, or both. An individual convicted of violating a rule or order under this act may be fined, but shall not be imprisoned, if the individual did not have knowledge of the rule or order. Cease &Desist Order Complaint Nos. 320145 & 320146 of6

Page 5 of 6 ACCORDINGLY, FAILURE TO COMPLY WITH THIS ORDER MAY SUBJECT YOU TO THESE ADDITIONAL CRIMINAL SANCTIONS, FINES AND/OR PENALTIES. E. The Administrator retains the right to pursue further administrative action against Respondents under the Securities Act if the Administrator dete1mines that such action is necessary and appropriate in the public interest, for the protection of investors and is authorized by the provisions of the Securities Act. V. NOTICE OF OPPORTUNITY FOR HEARING Section of the Securities Act, MCL 451.2604, provides that Respondents have days begilllling with the first day after the date of service of this NOTICE AND ORDER TO CEASE AND DESIST to submit a written request to the Administrator asking that this matter be scheduled for a hearing, If the Administrator receives a written request in a timely manner, the Administrator shall schedule a hearing within days after receipt of the written request The written request for a hearing must be addressed to: Corporations, Securities & Commercial Licensing Bureau Regulatory Compliance Division - Suppo1t & Scheduling Unit P.O. Box30018 Lansing, MI 48909 VI. ORDER FINAL ABSENT HEARING REQUEST A. Pursuant to section of the Securities Act, MCL 451.2604, the Respondents' failure to submit a written request for a hearing to the Administrator within days after the service date of this NOTICE AND ORDER TO CEASE AND DESIST shall result in this order becoming a FINAL ORDER by operation of law. The FINAL ORDER includes the imposition of the fine cited described in section IV.B., and the fine amounts set forth below will become due and payable to the Administrator within sixty ( 60) days after the date this order becomes final: i. $1,000,000.00 - New Haven Capital Holdings, L.L.C., pursuant to section 604( 4)(a) of the Act, MCL 451.2604(4)(a). ii. $1,000,000.00- Scott Richard Rookus, pursuant to section 604(4)(a) of the Act, MCL 451,2604(4)(a). B. CIVIL FINE payments should be payable to the STATE OF MICHIGAN and contain identifying information ( e.g., name and complaint number) and mailed to the following address: ·cease & Desist Order Scott Richard Roolrns & 320146 of6

Page 6 of 6 Corporations, Securities & Commercial Licensing Bureau Final Order Monitoring P.O. Box 30018 Lansing, MI 48909 C. Failure to comply with the terms of this Order within the time frames specified may result in additional administrative penalties, including the summary suspension or continued suspension of all registrations held by Respondents under the Securities Act, the denial of any registration renewal, and/or the denial of any future applications for registration, until full compliance is made. Respondents may vohmtarily surrender or withdraw a registration under the Securities Act; however, the surrender or withdrawal will not negate the summary suspension or continued suspension of the relevant registrations or any additional administrative proceedings if a violation of this Order or the Securities Act occurred. D. Failure to pay the civil fines within six (6) months after this Order becomes final shall result in the referral of the civil fines to the Michigan Department of Treasury for collection action against the Respondents. CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU Cease & Desist Order & 320146 Page