Fidenti GP Overview Final 01March2016 Narrow Short

Securities Products and Investment Banking Services are offered through BA Securities, LLC. Four Tower Bridge, 200 Barr Harbor Drive, Suite 400, W.Conshohocken, PA 19428. 484-412-8788 Member FINRA SIPC. Fidenti Global Partners LLC and BA Securities, LLC are separate and unaffiliated entities.

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Fidenti Global PartnersMarch 1, 2016 1



Fidenti Global Partners

Disclosures

The information contained in this presentation, including any and all discussions, views, opinions and financial advice expressed orcommunicated by Fidenti Global Partners, LLC and Fidenti Global Partners, Inc is proprietary and confidential. It has beenprepared for the sole benefit of this discussion and as such may not be referred to, shared or disseminated without the priorwritten consent of Fidenti Global Partners, LLC or Fidenti Global Partners, Inc in each instance. The recipient agrees that it is notrelying on any information presented herein for purposes of making any specific investment decisions. Information containedherein should not be considered an offer or solicitation to buy or sell securities. Past performance is not a guarantee of futureresults.

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Who we are...

March 1, 2016

Whether advising on financing, strategic investment, or acquisitions our roots are

in disruptive growth companies and cross border transactions.

We are finance and capital formation experts with over

100 years of combinedexperience having executedtransactions in excess of $5B

around the globe

As successfulentrepreneurs, corporateexecutives, and business professionals we bring

extensive financial, operational, and strategic

experience to ourengagements

We focus on developing a high impact strategic position for your company designed to maximize enterprise value in preparation of a successful

capital raise, exit, or recapitalization

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The FGP StoryAs successful international entrepreneurs, corporate executives, and

financial advisors we bring extensive experience to our engagements.

Fidenti Global Partners brings deep reach into US investors and business

communities which means that we can help clients see what others

might miss.

As executives of Fortune 500 global technology corporations we acquired

numerous companies, as entrepreneurs we started and sold businesses,

and as Wall Street professionals we published research and led complex

corporate finance and M&A transactions.

We understand the power of transformational business relationships

and growth strategies. As such, we focus on developing a high impact

strategic position for your company designed to maximize enterprise

value in preparation of an exit or recapitalization.

At Fidenti Global Partners we are finance and capital formation experts

with over 100 years of combined experience having executed

transactions in excess of $5 billion around the globe. We provide services

ranging from the transactional to the strategic, helping businesses

implement complex strategic alternatives.

March 1, 2016 4

Selected Testimonials…

"Jim and Anton have vast domain expertise spanning enterprise software and embedded systems. This, along with years of cross-border deal experience, allowed them to navigate a complex transaction and facilitate a great outcome for PrismTech."Lawrence Ross CEO of PrismTech

"Jim Moore has the financial skills, technology domain expertise and industry contacts to maximize results and returns. His tireless work with us at Mercury Interactive contributed to a very successful outcome for the company."Amnon Landan / CEO, Mercury Interactive

"Fidenti Global Partners is an asset to any process. Their experience, professionalism, knowledge of the sector and ability to effectively navigate and negotiate complex financial transactions provided tremendous value and enabled a successful outcome for all parties."Pete Jensen / Spectrum Equity

"Over the last 10 years, Jim Moore has proven to be of the most effective people in technology investment banking. I appreciate his straightforward approach, knowledge of the industry and ability to creatively put together winning deals. He has a rare blend of hard work, ethics and knowledge, and I would not hesitate to recommend him and his team."Jayaram Bhat / Former CEO of Zenprise

"In the uncertain world of IT transactions, where values are difficult to quantify, Fidenti Global Partners delivered insight, transaction capability and was instrumental in helping us achieve a great outcome. Their involvement resulted in a solid transaction for both Microsoft and our team. We look forward to working with them again in the future."Anthony Lanier / Chairman & Co-Founder of APIPHANY

"With their exclusive focus on technology and solid cross-border transaction experience, Fidenti Global Partners was the right financial advisor for us. They gave us access to their extensive network, and helped us evaluate various options throughout the M&A process, while providing solid advice on valuation and timing."Pascal Longpre / Silicium Security

The above testimonials may not be representative of the experience of other clients and should not be construed as a guarantee of future performance or success.




Managing Partner Experience

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CEO and Executive positions at technology companies. Built large scale businesses from

the ground up. Deep operator experience running complex international businesses.

Board and Chairman positions at industry consortiums and alliances, private and public

corporations, and start ups.

Executive Director at the Crown Parker Advisory Group. Advised US and China

companies on cross pacific business opportunities and partnerships.

Managed large scale businesses and led thousands of employees through complex

organizational transitions and transformations.

Provided advisory services around the globe for international companies. Most Partners lived and worked abroad covering Europe,

USA, Canada, and Asia.

Long history of successful strategic buy side leadership for large enterprises and Private

Equity investment funds.

Executed $5B+ in capital raises, M&A transactions, and IPO’s for leading technology,

media, distribution, and manufacturing companies.

Published research on large software companies covering big data/analytics, cyber security, and cloud. Keynote presentations at

numerous highly visible industry events.

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A Different Approach

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Corporate Executive and Entrepreneurial

Knowledge

The Pitch Team is the Deal Team. The Senior Partners

Advice you Daily

Strong Relationships with International Institutional

and Strategic Investors

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Experienced and Dedicated Team

Strategic Positioning

Effective Marketing

Selective Engagements

Global Visibility

Deal Execution

We are very selective in our engagements. Our clients get the direct involvement and daily advice from our SrPartners.

Our executive experience will be put to work from day one to develop a strong position for your company.

We have strong c-suite relationships across the tech industry, and deep connections in Private Equity & Venture Capital.

As experienced international executives, we can structure and execute cross border opportunities for you.

We finished a wide range of transactions and understand deal dynamics and complexities on the buy and sell side.




Adding Value To Our Clients

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Privileged and Proprietary Access to: Our experience as corporate executives and operators Strategic market positioning know-how Years of eco-system and partnership development depth Relationships in a large network of US strategic buyers and

financial sponsors Silicon valley technology expertise and insights C-Suite relationships in a broad number of North American

strategic buyers In-depth knowledge of the M&A middle market Leading M&A transaction execution experience A senior team that will support you throughout the

process Securities Products and Investment Banking Services

offered through a FINRA SIPC member broker/dealer




Core Services

March 1, 2016 8




Benefits of Working With FGP

March 1, 2016 9

FINANCING AND M&A

We are finance and capital formation experts with over

100 years of combined experience having executed

transactions in excess of $5B around the globe. We

focus on developing an impactful strategic position for your company with the

goal to maximize enterprise value in preparation of a

successful exit or recapitalization.

CROSS BORDER OPPORTUNITIES

Fidenti Global Partners brings reach into US

investors and business communities which means that we can help clients see what others might miss. As

successful international entrepreneurs, corporate executives, and business professionals we bring

extensive experience to our engagements.

STRATEGIC ADVISOR OF CHOICE

We understands the power of transformational business

relationships and growth strategies. We focus on developing an impactful

strategic position for your company designed to

maximize enterprise value in preparation of a successful exit or recapitalization. We are a trusted advisor to our

clients.

IMPACTFUL PARTNERSHIPS

Fidenti Global Partners provides services ranging

from the transactional to the strategic, helping businesses implement complex strategic

alternatives. Long-term international relationships are at the heart of what we

do, opening doors and launching impactful

partnerships.




Advantages We Bring to Our Clients

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RESULTS

Deep Experience in Technology, Media, Manufacturing, and Entertainment

• TECHNOLOGY : Understanding of how technology transforms industries with expertise in Cloud, Applications, Analytics, IoT, Automotive, Media, Mobile, Communications, Distribution, Manufacturing, and Security

• BANKING : More than 20 years of research and advisory experience with world class technology companies. We optimized the impact of our mid market sell side focus by taking a strategic advisory approach that goes well beyond what typical bankers are able to provide

Advised Leading Growth Companies Across the Globe

• REACH : We have ongoing conversations with a broad range of investors, financial sponsors, and technology executives around the globe

• NETWORK : Throughout our careers as corporate executives we have build a strong network of c-suite and corporate development relationships

Worked Extensively With Top Strategic Investors

• KNOW HOW : Intimate knowledge and participation in the client’s growth and strategic market position to ensure an optimal financial outcome

• LEVERAGE : Deep knowledge to assist in improving the firms strategic position, drive growth through new relationships, and prepare for a strategic exit, recapitalization, or capital raise

Achieved Extraordinary Outcomes for Our Clients

• OPTIMAL OUTCOME : Results prove the model works. We have realized successful outcomes for our clients because our process combines strategy and transaction

• EFFECTIVENESS : The combined operator, Wall Street, and finance expertise of Fidenti Global Partners operates within a disciplined analytical framework

• ATTENTION : Our hands on approach expands your senior team and ensures minimal executive process distraction

INSIGHT

REACH

FOCUS




Transaction and Research Depth

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Whether advising on sale or financing, strategic or platform acquisitions, or public offerings, our roots

are in sophisticated growth companies that are looking to disrupt the market !

Representative Sell Side Advisory

Published Nationally-Ranked ResearchInitial Public Offerings and Capital Raises

Corporate & Private Equity Buy Side




Broad Industry Expertise

March 1, 2016 12

Telecommunications

Internet & Cloud

Entertainment

Software Solutions

Electronics

IT & Security

Industrial Control & Mfg

Retail Solutions

Aerospace




Representative Transactions

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in its acquisition by


in its acquisition byin its acquisition by

in its acquisition by in its sales to an investor

consortium led by




in its financing by







Specialized in Dual Path Strategies

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Private Equity, Growth Equity & Recapitalization

Corporate Investor or Buyer

Investor Universe & Valuation

Private Equity and institutional investors Universe limited by investor criteria

Company size, i.e. revenue and EBITDA Investment size and checks they can write Sector bias relevant to the Company

Transaction structure will allow for current shareholders to seek liquidity

Financial Investors generally place a lower value on a business than strategic investors

Universe will largely consist of strategic players with financial M&A strength

Corporate Investors traditionally move slower than Financial Sponsors because product and market alignment is a key consideration in the deal

Finding internal business unit champion at Strategic Investor is critical to a successful engagement

Depending on deal structure, management and shareholders may roll equity

A Dual Path Strategy is an

Effective Method to Drive

Capital Formation or Liquidity,

and Evaluate a Potential Sale

Without Putting a “For Sale”

Sign on the Company




We Manage a Proven Process

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Anticipate and plan for bidder information requests.

Preliminary due diligencemust be managed carefully

Analyze and evaluate final offers to assist the Company

in determining the winning partner

Negotiate optimal valuation, structure, timing and

conditions

Manage the confirmatory diligence process from LOI

to Definitive Agreement

Close transaction as quickly as practicable

Optimize

Customized the positioning and presentations to each potential investor and buyer, if required

Maintain competitive dynamic and convert initial interest into

serious consideration

Highlight how prior collaborations with potential

buyers have created value drivers and M&A synergies

Analyze and evaluate initial indications of interest

Assist the Company in determining second round

participants

Serve as first line of defense during investor/buyer diligence

to utilize management’s time most effectively

Manage

Work with management to develop a list of tier one investors

and buyers

Prioritize and sequence financial buyers, strategic investors, and

strategic buyers

Employ targeted approach to potential buyers and investors,

optimize the message

Disseminate information to qualified potential partners in an

efficient, controlled process

Leverage knowledge of each buyer’s strategies to effectively

market opportunity

Focus on product and market dependencies that have been

built over time, they drive M&A synergies

Market

Thorough due diligence, combined with our deep market knowledge,

facilitates a strong strategic position

Identify critical value, and valuation drivers important to strategic and financial buyers

Build a sound approach to decide on the priority order of the

strategic alternatives

Develop compelling marketing materials to maximize initial

interest and excitement

Walk through all potential questions before buyer and/or

strategic investors will ask

Assist management in the compilation of a virtual data room

Position

Week 1 through 6

Week 6 through 14Week 14 through 20

Week 20 through 30





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Fidenti Global Partners, LLCUSA

James A MooreManaging Partner

Anton H SteenmanManaging Partner

Fidenti Global Partners, Inc.Canada

Stephane DallaireManaging Partner

Pierre McMasterManaging Partner

Luc DeschambaultManaging PartnerRegistered Representative of and Securities Products

offered through BA Securities, LLC Member FINRASIPC. Supervised by the Home Office, located at FourTower Bridge, 200 Barr Harbor Drive, Suite 400, W.Conshohocken, PA 19428. Phone Number 484-412-8788. Fidenti Global Partners, LLC and BA Securities,LLC are separate and unaffiliated entities.




Locations

March 1, 2016 17

Fidenti Global Partners, Inc

249 St-Jacques, Suite 100

Montreal, QC H2Y 1M6

Canada

Tel. : +1 (514) 317-2870

Fidenti Global Partners, LLC

555 California Street, Suite 4925

San Francisco, CA 94104

USA

Tel. : +1 (415) 659-7937

Fidenti Global Partners, Inc

Bridgetown

Barbados

Tel. : +1 (246) 269-9108

Location Supervised by BA Securities’ Home Office located at: Four Tower Bridge, 200 Barr Harbor Drive, Suite 400, W. Conshohocken, PA 19428. 484-412-8788. Member FINRA SIPC.

Website : www.fidentigp.com

http://www.fidenti.com/



Fidenti Global PartnersMarch 1, 2016 18

Thank You!




James A Moore (Fidenti Global Partners, LLC USA)

Jim Moore took ten years of experience in technical andoperational positions with various enterprise softwarecompanies to Wall Street in the early 1990s, giving him aunique perspective in analyzing and advising companies whoare growing and considering strategic options.

An industry insider with more than 20 years of enterprisesoftware experience, Jim is a recognized expert on analyzingglobal financial deals and has been quoted in the Wall StreetJournal, New York Times, Financial Times, The Economist,Forbes, VentureBeat and has appeared on CNBC, CNN andBloomberg News.

In 2008, Jim established J. Moore Partners as a SanFrancisco-based technology M&A boutique. In 2015, JMoore Partners was acquired by B. Riley Financial, a leadingfinancial services firm based in Los Angeles. Prior toestablishing J. Moore Partners, Jim was a managing directorof North Point Advisors, an M&A advisory firm, where hehelped grow the firm to the $9 billion transaction level.Previously, he was a partner at Alex. Brown, and post-acquisition, served as a managing director at Deutsche Bank.

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He has worked with investment banking clients on mergeradvisory, special committee, initial public offerings, follow-onofferings, convertibles, PIPEs, and private placements. Hisclients and relationships span North America, Europe, Israel,and Asia.

Over his career, Jim has raised in excess of $5 billion in capitalfor technology clients around the world. Jim holds an MBAfrom Columbia Business School and FINRA Series 7, 79, 63, 82licenses, and is one of the founders of Fidenti Global Partners.He and his family live in San Francisco.

Mr. James A Moore is Registered Representative of and Securities Products areoffered through BA Securities, LLC. Supervised by the Home Office: Four TowerBridge, 200 Barr Harbor Drive, Suite 400, W. Conshohocken, PA 19428. MemberFINRA SIPC. 484-412-8788. Fidenti Global Partners,LLC and BA Securities, LLC areseparate and unaffiliated entities.




Anton H Steenman (Fidenti Global Partners, LLC USA)

Anton has over thirty years of experience in the high techindustry. He led large global businesses in areas such asautomotive, communications, and IoT as a Vice Presidentand General Manager for Intel Corp. Anton is a recognizedleader in embedded device and software markets, and hehas c-suite relationships across the technology industry.He invested in numerous eco-system companies throughIntel Capital, acquired several businesses, and founded theIntel Capital $100 million connected car fund.

Anton served on numerous startup and industry boardsincluding Kitu Systems, Go Ahead Software, Rapid BridgeTechnologies, the Telecommunications IndustryAssociation, Industrial Internet Consortium, GeniviAlliance, and the US DOT connected car advisory board.Anton worked and lived in the Netherlands, Germany,Malaysia, Hong Kong, and the USA. He was a keynotespeaker at many industry events, and appeared on theWall Street Journal, Bloomberg News.

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Prior to founding Fidenti Global Partners Anton was aManaging Director at B Riley & Co and J Moore Partnerswhere he focused on technology M&A advisory. Prior to JMoore Partners, Anton worked as an Executive Director forthe Crown Parker Advisory Group. In this capacity headvised technology companies on cross pacificpartnerships and business development. Anton’sexperience as a Corporate executive gave him intimateknowledge of the acquisition process and motivations oflarge strategic buyers. He holds FINRA Series 79, 63investment banking licenses.

Mr. Anton H Steenman is Registered Representative of and SecuritiesProducts are offered through BA Securities, LLC. Supervised by the HomeOffice: Four Tower Bridge, 200 Barr Harbor Drive, Suite 400, W.Conshohocken, PA 19428. Member FINRA SIPC. 484-412-8788. Fidenti GlobalPartners,LLC and BA Securities, LLC are separate and unaffiliated entities.




Pierre McMaster (Fidenti Global Partners Inc., Canada)

Pierre is a serial entrepreneur and has been a significantplayer in the technology sector around the world. Prior toforming Fidenti Global Partners, Pierre was a privateinvestor in Freeport (Barbados), and a partner in theprivate equity fund Novacap Technology III. Furthermore,he was a board member at D-Box Technologies Inc.(DBO:TO) and PKWARE, Inc. Prior to becoming an activeinvestor Pierre was the founding partner and Chairman ofKontron AG (KBC:DE) and Shiva Corporation.

Pierre graduated from École Polytechnique of Montreal in1982 in Electrical Engineering. In 1988, he was the co-founder and Vice-President, Sales, for Teknor, a pioneer inthe field of industrial computers. He took the companypublic in 1996.

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After buying the industrial computer division of BMWhe restructured the entity to eventually becomeKontron A.G. As an executive and Chairman at KontronPierre was deeply involved in over 20 acquisitions, andthe public listing of Kontron AG on the German stockexchange in 2000. In 2004, Pierre became the CEO ofShiva, a former division of Intel Corporation. Thecompany specialized in security products and virtualprivate networks ("VPN"). He restructured Shiva andsold it to Eicon. Pierre brings a wealth of executive,leadership, investment, and transaction experience toFidenti.




Stéphane Dallaire (Fidenti Global Partners Inc., Canada)

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Stephane has over 22 years experience leading financialoperations, private equity investments, M&A, and assetdispositions in High Tech, Entertainment, Telecom, IT, Solarand Energy Technologies. Stephane has led over $500million in financial and strategic partnerships atinternational levels where he played a key roleimplementing and delivering high growth solutions for largeinstitutions.

Prior to forming Fidenti, Stephane was a partner atTowerLook Partners and an IT Consulting Firm, he held CFOand VP of business development positions at ICP Solar,Investment Manager at Hydro-Quebec Capitech where heinitiated and closed a wide range of transactions inrenewables and distributed generation.

Furthermore, Stephane spent many years at SociétéGénérale de Financement du Québec where he wasinvolved in transactions ranging from $20 million to over$1 billion. Throughout this period he has been an activeBoard member of High Tech and Energy Companies.

Holder of the CFA, CMA and CPA designations, Mr. Dallairealso has a B.B.A from HEC Montreal in Finance, anExecutive MBA and a Specialized Graduate degree inAccounting from University of Quebec. He is also an activemember of the CFA Institute, l’Ordre des CPA du Québec,l'Association des MBA du Québec, the Illinois Board ofExaminers, the Illinois Department of Financial andProfessional Regulation and the Illinois CPA Society.




Luc Deschambault (Fidenti Global Partners Inc., Canada)

Luc is an executive with over 20 years experience insmall, medium and large enterprises. He isrecognized for his leadership skills and ability toparticipate and execute business strategies inchanging environments. Luc spent the last 13 yearsat Novatech Group, a medium size manufacturer inthe window & doors industry, directing their ERPproject, actively participating in the acquisitions andfinancing of the company, and building anaccounting and MIS team to support the growth.Over the course of his career he gained deepexperience in Business Intelligence and Distributionreporting systems.

Luc graduated from H.E.C. of Montreal in 1985 inAccounting B.Com.

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Luc joined Raymond Chabot Martin Paré in Lavalwhere he led the audit team and worked on manyaccounting and consulting assignments forcompanies of all sizes. Given his deep knowledge inthe distribution and manufacturing industry, hebecame the Provincial Controller of GuillevinInternational Inc., an electrical, industrial and safetydistributor across Canada. During this period, heconducted the merger between the Quebec andOntario financial services and led the Company’s ITreform strategy. In 1996, he joined McKerlie Millen, aCanadian automotive parts distributor where he ledthe implementation of the IT strategy and systemsfollowing the acquisition by CARQUEST.

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Fidenti GP Overview Final 01March2016 Narrow Short