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CUTWATER SHIFT THE NEW MERGERS & ACQUISITIONS COMPANY We Serve the “Merged Entity”

Cutwater Shift The New Mergers & Acquisitions Company

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Cutwater Shift The New Mergers & Acquisitions Company

Cutwater ShiftThe New Mergers & Acquisitions CompanyWe Serve the Merged Entity

Our MissionCutwater Shift exists to preserve and multiply equity for our clients. We respect the hard-fought equity that stands behind every successful business. We work tirelessly to bring choices to our clients to maximize their equity and help them leave a legacy that lives well beyond their years.

Our BeliefsWe believe that successful mergers are only ones that result in the merged entity remaining stronger than the sum of the prior individual parts.We believe that two companies should only come together if the result will create a subsequently stronger company with a clear and unified vision wrapped in a healthy culture.We believe that all transactions, mergers and acquisitions affect the culture of the organization. We believe that no equity should ever be left on the table.

Our processThere are four stages to our work at Cutwater Shift: Initial AssessmentData GatheringTurnaround/GrowthExit Strategy ImplementationAlthough implementing a comprehensive exit strategy can end at a transaction date for some companies, Cutwater, and its partners, remain with the merged entity until the results are achieved and sustainable.

Initial assessmentThe world is filled with ideas, concepts and solutions. At Cutwater, none of the above walk into your office at our initial meeting. We begin our relationship with Stephen Coveys fifth principle: Seek First to Understand.After we understand your company and objectives, you will have a thorough assessment encompassing all components of your business and your potential exit strategy options going forward.

Data gatheringThe Chinese have a saying, start with an open bowl and true knowledge will emerge. We will gather all data necessary to begin implementing a comprehensive strategic plan to accomplish the objectives set out in the Initial Assessment. Our professionals know how to gather this data without disrupting operations or raising suspicion.

growthThrough our Strategic Partner, Profit Growth International Powered by Maritz Motivation Cutwater Shift brings companies to their maximized saleable value before initiating a transaction. The Fortune 500 motivation and rewards programs of Maritz are implemented through:Direct SalesMotivate & reward salespeople based on customer demandsIndirect SalesDevelop and motivate key stakeholders and partnersOperations Productivity/Efficiency/Cost ReductionHuman Capital Unified vision connects personal goals with company goals to increase focus, motivation and customer satisfaction while reducing absenteeism, turnover and safety/work-comp claimsCustomersDrive customer satisfaction/loyalty through rewards programs

growthThe benefits to performance improvement systems such as Maritz Motivation & Rewards can prove to be the key to increasing salability of a company with the millions of dollars in increased revenues and cost savings. Below is an example of the financial benefits of engaging PGI and Maritz to improve performance and motivation.

Exit StrategyAs Cutwater Shift leads the new M&A industry forward, an Exit Strategy is defined as more of a transition than an exitWe work with both companies before a transaction to ensure synergy and a seamless event Afterwards, there are a series of earn-outs that keep all parties motivated to improve the merged entity as it grows into the futureThe seller, in the case of an acquisition, is motivated to pass off their company in the best condition possible because the more successful the new entity becomes, the better the earn-out for themIn the case of a merger, both entities are motivated to make the new entity successfulAnd, in Cutwaters case, we benefit right along with the ownership as our compensation model is tied to performance and sustainability

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After all the MergersAre You One ofThese?

Cutwater ShiftThe New Mergers & Acquisitions CompanyWe Serve the Merged EntityContact InformationChristopher Riley, Managing Partner & CEOPhiladelphia: 484-393-2380New York: 646-470-2380St. Louis: 636-388-8733www.cutwatershift.comE-mail:[email protected] Presentation - OverviewChristopher Rileynull2013604185.0