AGENDA

1. Small Business Finance PanelDavid Mitchell, Sr. VP, Action CapitalHelen Thompson, Director of Operation, True North EquitiesRobert Luby, Managing Director, True North EquitiesRobert Mocerino, VP, Director, Sterling National Bank

2. AGENDA • Understanding Non-Traditional Funding Sources and Alternative Forms of Working Capital David Mitchell • TNE Services Overview and Lessons Learned Helen Thompson & Robert Luby • Alternative Financing Opportunities for Government Contractors Robert Mocerino • Questions

3. Understanding Non-TraditionalFunding Sources and Alternative Forms of Working Capital “ACCESS TO CAPITAL is the KEY to Your Company’s SUCCESS!”

4. WHAT EVERY SMALL BUSINESSLEADER NEEDS TO KNOW! • One of the most important jobs of a CEO running a small to medium sized business is to make sure the company acquires and maintains the proper working capital to operate and grow. Access to working capital is the “LIFE BLOOD”of a company, especially when a business is either growing TOO RAPIDLY or having GROWING PAINS. As the leader, it is your job to make sure your company has ACCESS TO CAPITAL, because being without could be the difference between FAILURE or SUCCESS. In my 20 years in finance, I’ve worked in almost every capacity in this industry other than taking a company public or trading stocks and bonds. In that time, I have watched many CEOs stumble and fall when faced with the notion of needing to borrow money. Because most have a LIMITED knowledge of the capital markets, and virtually NO understanding of alternate forms of capital, they normally run straight to their BANK when in need of working capital. In the case of small and medium size businesses, that move typically and immediately puts their company in JEPORDY. • HERE’S WHY?: As someone who has spent 14 of my 20 years working for some of the largest commercial banks in the country, I have learned ONE undisputable FACT: “Banks don’t lend money to START UPs, or companies growing too SLOW, or too FAST!” A CEO that does not understand this SIMPLE FACT has just put their company’s OPPORTUITIES, GROWTH and FUTURE at RISK! The best CEOs maintain a keen understanding of what’s available in the capital markets. They also maintain relationships with non-traditional lenders, and ALWAYS know where capital can be found when traditional banks say NO, or NOT NOW! Over the entire life cycle of your company, the form of capital your business will need will continue to EVOLVE. Understanding non-traditional and alternative forms of capital, will be KEY to your company's success. Most companies FAIL by chasing a bank for working capital, when the right financing partner at the time is NOT a BANK! Knowing where to find alternative sources of capital, whether within the industry they serve, or from a non-bank financial institution operating in the open market, successful CEOs know how to find the working capital they need to GROW! The BEST business leaders recognize how to find the RIGHT CAPITAL at the RIGHT STAGE of their company. As a business leader, the question you have to ask yourself is… DO YOU?

5. Sources of Operating CapitalSource of CapitalRelative Cost Highest Cost Lowest Cost • Equity from Principals or Outside Sources • Mezzanine Debt • Factoring and PO Finance Companies • Action Capital (A/R Finance Company) • Specialty Debt (Leasing, SBA, etc) • Traditional Bank Debt • Extended Trade Terms • Normal Trade Terms

6. Comparison of Working Capital Products • Traditional Bank Line of Credit • Least expensive source of working capital 5%-7% APR • Requires CPA prepared financials showing historical profits and low debt to worth ratios…no startups or young companies • Prefers hard assets like R/E or equipment as additional collateral • Can Be Lengthy Approval Process (3 weeks to several months) • Advance Rates 70%-80% on A/R • Requires expensive independent onsite audit prior to closing • Attorney cost and closing fees • Annual contracts with commitment fees • Additional cost for Lock Box and Monitoring Service • Little or no verification on Invoices • Limited knowledge of government receivables • Requires Owner Guarantees • Accounts Receivable Based Line • Action Capital’s Credit Product! • Cost is 14%-17% APR broken down into an interest cost and processing fee. Example Prime + 2% plus 1% monthly fee on net amount borrowed. • Internal financials statements required and/or tax returns • Only collateral taken is accounts receivable • Approval and closing in less than a week. • Advance Rates 90% on A/R • Advances against unbilled revenue • Companies with losses, customer concentrations, tax liens, start-up, high or slow growth and in bankruptcy are OK • Review credit quality of the company’s customers and require change of address notification • No closing cost or long term contracts • Little or no verification on individual invoices • Free Lock Box Service • Strong knowledge of the government market • Requires Owner Guarantee • Factoring • Cost is 20-30% APR with a discount on the face amount of the invoice and a per diem on balance advanced • Internal financials required and/or tax returns • Only collateral taken is Accounts Receivable • Approval and closing in two weeks • Advance Rates 90% on A/R • Companies with losses, customer concentrations, tax liens, start-up, high or slow growth and in bankruptcy) • Typically one year contract with minimum fees and out of pocket closing fees. • Focus on each individual invoice with up front confirmation, stamping with notification stamp, mailing of invoice and collecting invoice. High notification level to customers. • Knowledge of the government market varies based on the factoring company • May or may not have Owner Guarantees

7. Businesses That Typically Need Alternative Forms of Working Capital • Companies Without Assets like Real Estate, Land or Equipment • Companies that are Start Ups, Early Stage or High Growth • Large Customer Concentrations • Unusual Large Product Order • Company is consistently Beyond its Credit Terms with Banks & Vendors • Companies that are Constrained by Current Lender (Bank Won’t Increase Their Line of Credit) • Companies that are in Turn Around Situations • Sudden Change in Financial Performance (Decreased Revenues or Recent Losses) • Companies in the Workout, Special or Criticized Asset Group within their Bank

8. Industries Sectors That Typically Need Alternative Forms of Working Capital • Services and Professional Services Firms • Government Contractors • Distributors and Re-sellers • Out of Favor Industries (Trucking, Printing, Services to Real Estate or Construction Firms) • Companies looking for Supplier Diversity Opportunities

9. Who is Action Capital Corporation? • Action Capital Corporation is one of the nation's largest and oldest independent finance companies. • Founded in 1959 and headquartered in Atlanta, Georgia • Strong leadership team with diverse backgrounds in investment, corporate and commercial banking • We specialize in accounts receivable financingto US-based companies. • We finance trade receivablesfrom federal, state, and local government agencies, or large creditworthy businesses. • We have expertise in serving all industries, including service companies, distributors, staffing, and manufacturers.

10. What Can Action Capital Provide? • Accounts Receivable based Lines of Credit up to $5,000,000 • Funding needs can start as low as $50,000 per month • Advance Rates up to 90% against Billed A/R • Advances Rates up to 85% against Earned and Unbilled A/R • Competitive Rates and Fees charged on the Net Amount Advanced

11. Let’s Partner! David Mitchell Senior Vice President Director of Marketing and Business Development David@actioncapital.com 404-809-5419 Cell Becky J. Cronister President Becky@actioncapital.com Patrick A. Thom Executive Vice President Patrick@actioncapital.com Phone: 404-524-3181/800-525-7767 Fax: 404-577-4880 230 Peachtree Street, Suite 910, Atlanta, Georgia, 30343 www.actioncapital.com

12. TNE Services OverviewandLessons Learned

13. Mission and Vision Mission We provide a full range of services to members companies and clients to help them realize full-growth potential. Vision Grow exceptional companies in the Intelligence, Healthcare, Aerospace & Defense, Homeland Security and Transportation & Logistics industry sectors, striving to benefit all stakeholders.

14. Member Companies

15. Our Services

16. Business Development End-to-end business development support services aimed at developing and implementing growth opportunities. • Service elements: • Relationship Building • Federal Business Readiness Assessment • Solution Validation • Go-to-Market Planning • Sales Channel Development • Thought Leadership • Account Planning • Pipeline Development and Maintenance • Pre-RFP Support • Opportunity Analysis and Validation • Strategic Recruiting • Benefit from: • Reduce barriers to entry • Shorten sales cycles • Industry knowledge transfer • Why us? • Decades of industry experience • Over $1B in Federal sales captured • Robust BD methods and infrastructure

17. Capture Management Capture planning, gap analysis, win themes development, pricing support, red team reviews and several other targeted services to support an effective capture effort. • Service elements: • Capture Plan Preparation • Strategic Capture Recruiting • Gap Analysis • Competitive Analysis • Teaming Strategy and Formation • Call Plan Development • Contract Vehicle Identification • Win Themes Development • Price-to-Win Analysis • Bid & Proposal Planning • Red Team Preparation and Facilitation • Final Contract Negotiation Support • Benefit from: • Higher win rates • Proven lifecycle approach • Decades of experience • Why us? • Asset-based approach • Repeatable processes • We win

18. Proposal Review & Preparation Clients receive expert support from our experienced proposal preparation teams. These teams provide all services necessary to ensure a fully compliant and highly competitive proposal. • Service elements: • Compliance Matrix Development • Proposal Plan Development • Proposal Writing • Proposal Editing • Graphics Support • Benefit from: • Reduce internal resource burden • Increase proposal throughput • Compliant, competitive proposals • Why us? • Experienced proposal team • Asset-based approach • Proven track record of success

19. Finance Support Services Shared Services IT Management Management of all non-core support functions, enabling our clients to focus more time and money on revenue-producing activities. Back Office System Support • Service elements: • Finance Support Services • IT Management • Back Office System Support • Expense Management • Timekeeping Management • Human Capital Management Support Expense Management Timekeeping Management Human Capital Management Support Portfolio Companies and Clients True North Equities • Benefit from: • Re-focus resources on high value activities • Scalable infrastructure • Compliance with Federal laws and regulations • Why us? • Decades of experience • Ease of switch-over, use and visibility • We understand the details

20. Finance Support Services Clients receive expert support from our experienced finance support team. These teams provide all required services including payroll processing, financing and invoicing. • Service elements: • Payroll Funding • Asset Based Lending • Factoring • Lines of Credit • Back Office Support • Benefit from: • Reduce internal resource burden • Efficient payroll processing • Improved cash management • Why us? • Experienced team • Industry leading tools • Proven track record of success

21. What We Have Learned - Acquisition • Acquisition • Valuation difficult to ascertain or greatly over-valued • Weak support structures • Founders/Leaders working on the wrong things • Business development weak – always a goal, no concrete actions • Little to no real pipeline • Weak relationships – close teammates not real • No writing talent • Verify quals, document quals, • Verify relationships • More discipline needed on follow-ups and opportunities • Operating agreements • Employment agreements

22. What We Have Learned – Acquisition (Cont.) • Acquisition • Previous teammates • Valuation • Investors • Equity • Due diligence • Integration process • Synergy realization

23. What We Have Learned – Operations, The Integration Process • Operations, The Integration Process • Legal • Accounting • Human resources • Insurance/risk • Business Development • Marketing • Contract Novation • GSA • Website • Catalogs • Pricing

24. What We Have Learned – Operations • Operations • Teammates – new, develop a network • Contract vehicles • Opportunities – aggressive pipeline development • Refresh/Build new qualifications • Diversify – enter new accounts • Establish regular communications • Develop budgets – Annual, Quarter & Monthly • Get in the market – conferences, visits, teammates, strategy sessions • Actually write & bid • Drive valuation: revenue, EBITDA, backlog, qualifications, pipeline, leadership

25. What We Have Learned – Operations (Cont.) • Operations • Repair, strengthen relationships • Reach out to big guys • Pricing • Overhead and G&A • Cost control • Accounts receivable • Payment terms • Banking relationships

26. What We Have Learned – Selling the Company • Selling the Company • Goals of the sale: • Capital raise • Total acquisition • IPO – Toronto Stock Exchange • Maintain a share • Investment Banks – smart money • Confidential Information Memorandum (CIM) • Presentation to the market • Management calls – preparation, execution, follow-up • Contacting customers • Integration process

27. What We Have Learned – Selling the Company • Selling the Company • Valuation • Projections • Revenue • EBITDA • Backlog • Pipeline • Leadership • Intellectual Property – Patents • Competitors • Diversity of Portfolio

28. Select Members of Our Team

29. AlternativeFinancing Opportunities for Government Contractors Presented by Robert J. Mocerino Government Contractor Finance

30. Big or small, every government contractor is faced with a scenario that looms out to them each time they win a new contract… “Now that I have won the contract, can I financially handle the payroll expenses while I am waiting to get paid from the government?”

31. AGENDA • Help you make decisions about your next steps • Provide overview of financing options available to government contractors • Identify the pros and cons of traditional and non-traditional lending paths • Asset Based Lending • Lines of Credit • Factoring • Payroll Financing

32. TRADITIONAL LENDING PATHS – BANK FINANCING Asset Based Lending • Grants access to cash more quickly than traditional bank loans. • Based on the quality of your assets • Based upon company accounts receivable • 75 - 90% advance rate • Provides financing option when credit worthiness may be weaker than the quality of assets • Often a lessexpensive path • Often has covenants and minimum borrowing fees and unused fees

33. TRADITIONAL LENDING PATHS – BANK FINANCING Lines of Credit • Based upon your company’s credit worthiness • Approved for a specific amount • Provides flexibility • Reduces expense since you only pay interest on the amount advanced • Covenants - might limit the amount of money you can take of the business, might limit your growth

34. FACTORING • Company invoices are sold to a Factor for a set amount • Advance rates vary but usually fall in the 80-85% range • You can choose which invoices you want to send to the factor • Fast turnaround • Tends to be more expensive than other options • Notice on the invoice

35. PAYROLL FINANCING Allows you to use your accounts receivables to obtain funding to meet payroll expenses. Benefits • Saves companies time and money and helps meet payroll demands • Flexible options grow with business demands • Provides financial security • Increases ability to bid on contracts you may not normally pursue • Provides reporting • Available to companies ranging from startup to well established businesses. • Available to multiple service industries including: • IT Consulting companies • Staffing companies • Intelligence analysts • Engineering firms • Security companies

36. FULL SERVICE FUNDING For Startup to Well Established Companies • Payroll funding with “back office support” • Advance and fund up to 100% of payroll • Funding of “unbilled” receivables • Payroll processing via check, direct deposit or "paycard“ • Tax Administration • W2 or 1099 processing • Withhold, remit and file all payroll Employee "self service" portal • Invoicing • Customizable Invoicing • Accounts Receivable Management & Cash Application • Real time reporting • Advancing profits weekly • Benefits • Frees up your time to grow your business and core activities • Improves cash flow • Empowers you to be competitive

37. PAYROLL FUNDING ONLY – MONEY ONLY • Payroll funding without back office support • For companies in business for 2 years+ and annual sales volume in excess of $3MM • Advance and fund up to 100% of payroll and 90% advance on invoicing • Profits advanced weekly • Funding of “unbilled receivables” • Accounts Receivable Management & Cash Application • Real time reporting • Benefits • Frees up your time to grow your business and core activities • Improves cash flow • Empowers you to be competitive

38. ABOUT STERLING Sterling’s comprehensive services help empower your business and empower your growth. • Publicly traded financial services firm bank based out of New York City with offices in Washington, D.C. • Established 1929 • 6.7 billion in assets • Delivers complete line of commercial, business and consumer banking products and services • Depository and cash management services • Financing solutions

39. “Whatever road you choose to follow, allow yourself plenty of time for exploring your options and determining the best path for you to follow.”

40. Robert J. Mocerino, First Vice President Director, Government Contractor Finance Sterling National Bank Payroll Finance Division New YorkWashington DC 310 Crossways Park Drive Woodbury, NY 11797 1000 Connecticut Ave, NW, Suite 900 Washington DC., 20036 (516) 998-6000 Fax (516) 762-6588 rmocerino@snb.com www.snb.com/payroll