Trever Acers

Gregory R. Banner, CFP®, CLU®, CRTP

President

Greg specializes in financial planning and business succession

planning for business owners and their families. Greg has been a

financial professional for over 25 years.

Greg specializes in working collaboratively with all of his clients’

advisors, providing complete planning services which include:

business growth strategies, business exit strategies, investment management, retirement

planning, tax reduction strategies, insurance and estate planning strategies, and asset protection.

In his spare time, Greg enjoys spending time at the beach with his family and participating in

many outdoor activities such as surfing, snowboarding, and hiking. Greg also coaches youth

sports.

Investment Banking Engineered To Achieve Maximum Results

A Collaborative Wealth Management Company

Welcome to Southern California Community Insights Seminars!

Someone Is Interested In Buying My Business.What Do I Do Now?

Success in Sale Transaction

Q1 2018

REGISTERED REPRESENTATIVETrever Acers is a Registered Representative Of And Securities Products offered through BA Securities LLC, Four Tower Bridge, 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428 484-412-8788 Member FINRA SIPC.

DISCLOSUREThis presentation does not constitute an offer, invitation or recommendation to buy, sell, subscribe for or issue any securities or a solicitation of any such offer or invitation and shall not form the basis of any contract BA Securities, LLC.

CONFIDENTIALThe information in this presentation is confidential . If you are not the intended recipient or an authorized representative ofthe intended recipient, you are hereby notified that any review, dissemination or copying of this presentation is prohibited.

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Trever F. AcersManaging DirectorObjective Capital Partners, LLC

(858) 663-8662trever.acers@objectivecp.comwww.objectivecp.com

Presented by:

CONFIDENTIAL 3

Gregory BannerVice PresidentAsset Preservation Strategies, Inc.

(858) 455-1825GregBanner@Asset-Preservation.comwww.Asset-Preservation.com

Financial Advisors of Asset Preservation Strategies, Inc. offer Securities through Arete Wealth Management, LLC, a Registered Broker/Dealer MemberFINRA/SIPC/NFA. John L. Jenkins, Gregory R. Banner, and Monica Szakos, Registered Representatives. Advisory services offered through AxxcessWealth Management, an SEC Registered Investment Advisor. John L. Jenkins, Gregory R. Banner, and Monica Szakos, Registered InvestmentAdvisor Representatives. Tax services offered through Asset Preservation Strategies, Inc. Asset Preservation Strategies, Inc., Axxcess WealthManagement, Arete Wealth Management are unaffiliated. John L. Jenkins, CA Insurance License #0647708. Gregory R. Banner, CA InsuranceLicense #0B64761. Monica Szakos, CA Insurance License #0I76089. Janet Silva, CA Insurance License #0L15756.

Presented by:

The principals of Objective Capital Partners, LLC is also a registered representative of BA Securities, LLC Member FINRA SIPC, located at Four Tower Bridge, 200 Barr Harbor Drive, Suite 400 W. Conshohocken, PA 19428. Objective Capital Partners, LLC and BA securities, LLC are unaffiliated entities. All investment banking services and securities are offered through BA Securities, LLC, Member FINRA SIPC. This presentation is for informational purposes only and does not constitute an offer, invitation or recommendation to buy, sell, subscribe for or issue any securities or a solicitation of any such offer or invitation and shall not form the basis of any contract BA Securities, LLC. This presentation was prepared exclusively for the benefit and internal use of prospect to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Objective Capital Partners, LLC. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Objective Capital Partners, LLC .

Disclosure

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Contents

1. What To Do When You Receive “The” Call/Email/Letter

2. Your Team / Your Advantage

3. Company Sale Process

4. How Much Is My Company Worth

5. How Do I Achieve My Objectives

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Success in Sale Transaction

6Source: Institute for Mergers, Acquisitions and Alliances

“The” Call/Email/Letter

Strategic Acquirers & Private Equity Firms• Aggressive Qualification

What To Share• Relative Interest in the Conversation• Financial & Other Confidential information• Expectations

Validating & Setting the Hook• NDA• Determine Inquirer’s Connection• Engage Your Team 7

Success in Sale Transaction

Your Team / Your AdvantageConsistently Good Decision Making Requires Different Perspectives & Knowledge

CPA

M&A Attorney

Wealth Manager

BusinessOwner

Trust & Estate

InvestmentBanker

ManagementTeam

With TeamGet a transaction CompletedMaximize Sale PriceKeep Focused on Business During SaleMinimize Risk After SaleMaximize After-tax ProceedsAchieve Non-financial Objectives

Without TeamTransaction Unnecessarily Falls ApartBelow Market Sale PriceLoose Focus on Business During SaleExposure to Real After Sale RisksDisappointing After-tax ProceedsFailure of Non-financial Objectives

Success in Sale Transaction

1. Valuation & Probability2. Gap Analysis3. Trust/Estate Planning4. Tax Planning5. Asset Protection

CONFIDENTIAL 9

• Unique Marketing Strategy

• Buyers List & Rationale

• Marketing Materials

• Establish Owner Objectives

• Internal Diligence with Virtual Data Room

• Engage Buyers w/ Rationale

• Qualify Buyers

• Distribute CIM Upon Signed NDA

• Management Meetings

• Buyer Information Requests

• Solicit & Receive Offers

• Negotiate Price & Terms

• Evaluate Offers & Select Buyer

• Establish Execution Schedule & Milestones

• Negotiate Purchase Agreement

• Buyer Due Diligence

• Disclosures Schedules

• Closing Coordination

• Close Transaction

Preparation Marketing Negotiation & CloseThe Sale Process

Success in Sale Transaction

Key Business Valuation DriversIndustry and market cycleManagement teamIntellectual propertyDesired business metrics • Revenue & EBITDA• Growth Rates• Other considerations (community size, proof of concept, risks)

Predictability of business• Recurring revenue• Consistent delivery• Standard sales process with clear client acquisition metrics

Clear differentiation from competition (why do customers hire us?)Identify and develop relationships with potential acquirors

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Success in Sale Transaction

How Much Is My Company Worth

Multiples Based Valuation• Earnings & Revenue

Adjusted Earningsx MultipleSale Price+ Cash­ Debt­ Taxes

After­Tax Proceeds

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Success in Sale Transaction

Discretionary ExpensesOne­time InvestmentsNon­Reoccurring Expenses

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Success in Sale Transaction

$5 $3 $2 $10

$100

$0

$20

$40

$60

$80

$100

Organic Earnings Company Sales toAcquirer'sCustomers

Acquirer's Salesto Company's

Customers

Total IncrementalEarnings

EV/EBITDAMultiple 10x

Acquirer'sShareholder

Value

Frame the Acquirers’ Strategic Value of a Business Using “Post­Acquisition Economics”.

Post­Acquisition Economics Analysis

• Creates a real world dialog with buyer about strategic value, rather than financial value

• Deeply engages buyer in discussions• Supports achievement of a premium valuation

Post-Acquisition

Value

Illustrative ExampleIllustrative Example

Disclaimer: This is not a financial plan. Objective Capital Partners, LLC and BA Securities, LLC do not offer any tax, legal, financial planning or investment advice. All values included on this page are purely hypothetical and may not be relevant to the Company's situation. The Company should consult with its independent tax, legal and investment advisors to determine how a liquidity even would affect their financial goals and objectives. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. Neither BA Securities, LLC or Objective Capital Partners makes any representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction.

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Success in Sale Transaction

CONFIDENTIAL

Illustrative ExampleIllustrative Example

CONFIDENTIAL 14

CONFIDENTIAL 15

Trever.Acers@objectivecp.com(858) 663-8662

GregBanner@asset-preservation.com(858) 455-1825

THANK YOU FOR ATTENDING