1 / 47

TeleSoft Partners

TeleSoft Partners. Annual Meeting. October 25, 2002. www.telesoftvc.com. CONTENTS. Page. I. Introduction Summary Frequently Asked Questions (FAQ’s). 1. II. Changes in the Venture Capital Industry . 8. III. Opportunities & Sourcing. 16. IV. History & Track Record. 25.

kioshi
Download Presentation

TeleSoft Partners

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. TeleSoft Partners Annual Meeting October 25, 2002 www.telesoftvc.com

  2. CONTENTS Page I. Introduction • Summary • Frequently Asked Questions (FAQ’s) 1 II. Changes in the Venture Capital Industry 8 III. Opportunities & Sourcing 16 IV. History & Track Record 25 V. TeleSoft Overview & Value Proposition 31 Appendix A: TeleSoft Team 40

  3. 2001-2002 REVIEW Existing Portfolio: • T-1 to date has invested ~$116.9 MM or 81.9% of capital commitments in 34 companies; realized and carrying values total ~$465.8 MM (after GP valuation discount) • T-1 to date has completed gross distributions of ~$435.0 MM from 9 companies (Writeoffs of ~$30.1 million in 9 companies) • T-2 to date has invested ~$112.7 MM or 20.5% of original capital commitments, 24.4% of reduced capital commitments,in 21 companies; realized and carrying values total ~$84.9 MM (after GP valuation discount) • T-2 to date has completed gross distributions of ~$21.1 million from 3 companies (Write-offs of ~$3.6 million in 3 companies) Team and Operations: • TeleSoft celebrated its sixth anniversary in September 2002 • TeleSoft has 24 full-time employees (4 external directors and a corporate secretary for the SBIC GP) • Given the market volatility, T-2 made a conscious decision to reduce its investment pace over the past year and focus on the existing portfolio and investment opportunities which met our quality and pricing criteria • In 1H02, the General Partner initiated a management fee waiver to make $5 million of management fees for 2002 contingenton future profits to further align GP/LP interests and for GP tax planning • In 2H02, after discussions with a number of the Limited Partners and after reviewing our own operations, the GP proposed to reduce the private capital to be called by T-2 by 20% or ~$86.8 MM and, accordingly, future management fees on the amount reduced, effective January 1, 2003 • We are now seeing more attractive investment opportunities and expect to increase our investment pace in the new environment with more favorable valuations and teams • The overall opportunity in communications and information technology continues to be enormous, but we do expect short-term market challenges for at least the next 24 months through late 2004 Executional Challenges: • Closed Israeli and European affiliate offices and reduced headcount • Macro downturn in telecom and technology industries (all 3 IPOs are underwater) • In T-1, the GP has proactively taken a valuation discount on the portfolio of ~$45.6 MM • In T-2, the GP has proactively taken a valuation discount on the portfolio of ~$23.3 MM • Personnel transitions and recruiting: investment acumen and talent are difficult to find (5+ year learning curve) Disclaimer: All financial statements in this report are unaudited. The additional portfolio company information is based on data provided by the respective companies.  Therefore, we are not assuming responsibility for its accuracy, although we have made good faith efforts to verify parts of it.  In particular, information on TeleSoft's ownership percentage may have changed in transactions subsequent to the time of our investments. I. Introduction

  4. SUMMARY OF FAQs Pre-reduction = $540+MM fund ~21% invested + ~16% for follow-on financings and fees/expenses to date • ~63% remaining capital  ~32% or ~$174MM expected in new deals and ~32% or ~$174MM for future follow-on financings and future fees/expenses • ~4-6 new deals per year on average (with slower investment pace in the next 12 months) How many venture funds are reducing in size? • Funds that have reduced size or management fees of a sample of 550 funds: • 9 of 39 funds of $1+BB • 9 of 41 funds of $550MM - $1BB • 0 of 45 funds of $350MM - $550MM • 1 of 193 funds of $100MM - $350MM (Primarily Israeli focused) • TeleSoft decided to reduce the private capital to be called by T-2 by 20% • T-2 invested ~$112.7 MM in 21 companies • Realized and carrying values total ~$84.9 MM including GP valuation discount of ~$23.3MM (All remaining T-2 companies with pre-money valuations > $65MM were discounted) • 16 current portfolio companies, 2 acquisitions, 2 write-offs, 1 other (+) 6 companies getting good traction (?) 4 companies in the process or need to raise financings with good and tough news (–) 6 companies with significant challenges • We expect to make a capital call of 5-10% in Q4 2002 What is T-2’s portfolio outlook? How long will it take for TeleSoft to invest its capital? • Expected 5-6 years, from mid ’00 to mid ’05/’06 • (T-1 had a 3-year investment cycle) FAQ Comments Post-reduction = $460+MM fund ~24% invested + ~19% for follow-on financings and fees/expenses to date • ~57% remaining capital  ~28% or ~$131MM expected in new deals and ~28% or ~$131MM for future follow-on financings and future fees/expenses • ~3-5 new deals per year on average (with slower investment pace in the next 12 months) I. Introduction

  5. SUMMARY OF FAQs Does TeleSoft invest in early, mid or late stage companies? TeleSoft’s target mix = 1/3 early + 1/3 mid + 1/3 late • T-2 current = 60% early + 23% mid + 16% late + 1% special • T-1 actual = 42% early + 32% mid + 27% late What are TeleSoft’s internal processes? • Sourcing and Diligence • Structuring and Execution • Post Investment Action Plans • LP Reporting • Legal and Financial • Building Value and Partnerships Can TeleSoft add value like top-tier funds? • Absolutely. TeleSoft resources include professionals with deep domain knowledge, experience and contacts; individuals focused on business development and recruiting;6 corporate partners; and 7 investment bank partners How will TeleSoft find and build investment opportunities? • Sourcing initiative (Brian Wilcove) • Knowledge management initiative (Chris LeBlanc) • Portfolio business development initiative (Mike Pardun) FAQ Comments I. Introduction

  6. SUMMARY OF FAQs What is TeleSoft’s structure? After the headcount reductions, TeleSoft has 24 full-time employees: ~50% Investment Group • 3 Managing Directors • 3-4 Vice-Presidents • 3 Associates • 1-2 Analysts • 1 Recruiter • 2-3 key open Senior Positions ~50% Finance, Legal, Investor Relations, IT, Admin FAQ Comments Does TeleSoft invest only in telecom? No. TeleSoft invests in 8 segments: Market Size2002 AggregateRevenue TTM Market Capas of 8/2002 Segment Semiconductors Servers and Storage Software Applications Software Infrastructure Broadband Wireless Photonics Datacom and Telecom systems Enterprise and Carrier Networks $36BB $206BB $51BB $9BB $78BB $8BB $116BB $251BB $178BB $292BB $393BB $25BB $134BB $9BB $145BB $298BB I. Introduction

  7. SUMMARY OF FAQs When will there be more liquidity events? • Both public markets and acquirors will expect solid revenues before IPO or acquisition • Corporate partnerships and other business development increasingly important • 2002-’04 tough years (late ’04/’05 recovery) Will M&A come back? • Broadband access is an obvious bottleneck • RBOC’s are looking for pricing, capital and technology regulatory relief • Equipment vendors have reduced spending on R&D. When market rebounds, equipment vendors should buy (e.g., Cisco purchased 3 spin-ins and predicted to make 8-10 more acquisitions; Symantec acquired 3 companies, all at low to medium valuations) What’s the impact of SBA leverage? • Although there are many variables, above the cost of leverage, the expected boost to LP returns is ~10%-20% if the return on investments is 2.5x-3.5x. Can have negative impact if the return on investments is < 2x (or below cost of leverage) Are telecom and IT dead forever? • No • Fundamental correlation between GDP and communications infrastructure • Wireless technologies increasingly pervasive • Carrier and Enterprise IT spending are fundamentally huge FAQ Comments I. Introduction

  8. TELESOFT ORGANIZATION Total = 24 equivalent staff to date (28 projected) Additional resources • 350+ Senior Industry Exec Network • 48+ Portfolio Company Network • 13 Corporate and I-banking Partners • Advisory Board • SBIC Directors • SBIC Corporate Secretary TeleSoft Partners (24-28 FTE) Investments (10-12 FTE) Value Add (2-3 FTE) Legal & IR (2 FTE) Finance & IT (7 FTE) Administration& Events (3-4 FTE) P1 (AG) Knowledge Management VP4 & GC (TD) CFO (AH) AM (LM/50%) P2 (YM) VP5 Finance & Admin (JE) Analyst2 (SD/50%) EA1 (RB) VP1 (CL/50%) P3 (BM/60%) Legal Asst. (AC/50%) EA2 (RC) Controller (JD) P4 (Open) Business Development EA3 (BM) SNA (JW) P5 (Open) STA (BP) VP1 (CL/50%) VP3 (MP) IT (AS) VP2 (BW) Recruiting IT Consultant (JS) A1 (MC) R1 (LM/50%) A2 (SK) A3 (JW) Newsletter/Events Analyst1 (HL) N/E1 (AC/50%) Analyst2 (SD/50%) I. Introduction

  9. CONTENTS Page I. Introduction • Summary • Frequently Asked Questions (FAQ’s) 1 II. Changes in the Venture Capital Industry 8 III. Opportunities & Sourcing 16 IV. History & Track Record 25 V. TeleSoft Overview & Value Proposition 31 Appendix A: TeleSoft Team 40

  10. VC LANDSCAPE – VC CONSOLIDATION SHOULD BE 50%+ 2001 761 1,627 8,891 66 299 40,300 250,000 333.2 155.9 134.7 5,000 1980 87 124 1,220 23 56 2,100 3,100 42.5 29.8 37.4 1,000 1990 375 734 3,794 14 82 3,130 32,000 85.3 43.6 38.2 1,775 # of VC Firms in Existence # of VC Funds in Existence # of Professionals # of First Time VC Funds Raised # of VC Funds Raised This Year VC Capital Raised This Year ($MM) VC Capital Under Management ($MM) Avg VC Capital Under Mgt Per Firm ($MM) Avg VC Fund Size to Date ($MM) Avg VC Fund Size Raised This Year ($MM) Largest VC Fund Raised to Date ($MM) Source: NVCA, Venture Economics, Thompson Financial and PWC II. Changes in the Venture Capital Industry

  11. TECHNOLOGY VENTURE CAPITAL INVESTMENT RATES Number of deals (Quantity) Dollars ($ MM) Source: VentureOne Note: Industries included: Communications, Networking, Electronics, Computer Hardware, Information Services, Semiconductors, and Software II. Changes in the Venture Capital Industry

  12. VENTURE CAPITAL INDUSTRY SLOWDOWN Dollars Raised Dollars Invested Fundraising vs. Amount Invested($ BB) Uninvested VC Dollars Accumulated Capital Over-Hang($ BB) Source: VentureOne II. Changes in the Venture Capital Industry

  13. FUND SIZE OR MANAGEMENT FEE REDUCTIONS BY SEGMENT Sources: Fund Universe: Galante’s Venture Capital and Private Equity Directory published by Asset Alternatives Reductions: VentureOne, VentureEnomics, The Deal.com and Venturewire II. Changes in the Venture Capital Industry

  14. FUND SIZE OR MANAGEMENT FEE REDUCTIONS BY SEGMENT Min(1): $444MM Max(1): $975MM Average(1): $682MM (1) Does not include New Enterprise Associates Annex Fund, Crosspoint Venture Parters 2000, L.P. and BRM Capital Sources: Fund Universe: Galante’s Venture Capital and Private Equity Directory published by Asset Alternatives Reductions: VentureOne, VentureEnomics, The Deal.com and Venturewire II. Changes in the Venture Capital Industry

  15. VENTURE CAPITAL INDUSTRY STRUCTURE Accel CRVP Redpoint CPVP DFJ Sequoia NEA AV Menlo Vantage Pt. St. Paul TCV Battery Benchmark Greylock LVP Matrix Mayfield Walden KPCB EstablishedFranchise Funds MDV Morgenthaler InterWest Highland NBVP Ø Polaris Columbia WorldView ComVentures X WorldView MeriTech EmergingFunds ComVentures TeleSoft TeleSoft Ø ? ? ? Don’t Care Less thancritical mass $0 - $400MM Critical mass $400 - $800MM Greater than critical mass $800MM - $1+BB II. Changes in the Venture Capital Industry

  16. The “J” Curve Effect Net IRR 0% 11 12 13+ 1 3 5 7 9 0 2 4 6 8 10 Years CalPERS Average Age of investments 2.9 years INVESTMENT PHASE DEVELOPMENT PHASE MATURITY/LIQUIDATION PHASE CalPERS J-CURVE FOR PRIVATE EQUITYAIM: A Very Young Portfolio In A Long-Term Asset Class Source: Taken from CalPERS Presentation, June 2002 – “Venture Capital Investing 2002” given by Rick Hayes II. Changes in the Venture Capital Industry

  17. CONTENTS Page I. Introduction • Summary • Frequently Asked Questions (FAQ’s) 1 II. Changes in the Venture Capital Industry 8 III. Opportunities & Sourcing 16 IV. History & Track Record 25 V. TeleSoft Overview & Value Proposition 31 40 Appendix A: TeleSoft Team

  18. ENTERPRISE IT SPENDING 2001 2002E 2005E IT Spending $ Millions • Hardware • Software • Services Total $359,446 $174,905 $411,789 $946,140 $343,454 $189,297 $448,025 $980,776 $414,138 $270,921 $610,468 $1,295,527 Total IT Spending As a Percentage of Revenue IT Capital Spending As a Percentage of Enterprise Capital Budget 10.0% North America Web/ Internet Key technology discontinuities Western Europe 7.5% PC-client/ server Asia/Pacific (developing economies) 5.0% S/360 mainframe 2.5% Accelerating business unit spending 1960 1970 1980 1990 2000 2010E Source: Gartner Research and IDC III. Opportunities & Sourcing

  19. Rest of World Wireline $ Rest of World Wireless $ North America Wireline $ COMMUNICATIONS CAPITAL SPENDING AND REVENUES 2001 2002E 2003E Worldwide Carrier Capital Expenditures as a Percentage of Carrier Revenue (%) • Wireline • Wireless Total 27% 34% 29% 20% 32% 23% 20% 28% 22% North American Carrier Capital Expenditures as a Percentage of North American Carrier Revenue • Wireline • Wireless Total 33% 32% 33% 19% 33% 22% 19% 27% 20% Worldwide Carrier Revenue(1) ($ Billions) Worldwide Capital Expenditures(1) ($ Billions) North America Wireless $ $917 $930 $912 7% $270 8% 8% 8% 20% 22% 22% $214 $204 24% 11% 9% 26% 25% 26% 29% 30% 29% 21% 22% 47% 40% 45% 44% 41% 39% Source: RHK 2002 (1) Source: RHK 2002, Does not include xSP revenue III. Opportunities & Sourcing

  20. Total (before 99) RBOCs U.S. CARRIER CAPITAL EXPENDITURES CAPEX for Broad Group of North American Carriers(1)As a Percent of Sales Long-term Sustainable Carrier CAPEX Spending(2)($ Millions) CLECs ILECs / IOCs Long-term Wireline Carrier CAPEX CAGR = 8% IXCs • Carrier CAPEX returning to long-term sustainable levels • LECs (RBOCs, ILECs, IOCs) got less carried away during the tech bubble • 30% peak-to-valley CAPEX reduction versus 70% reduction for IXCs and CLECs • New investment to target broadband access first (1) RHK; company data; Goldman Sachs Research estimates (2) CIBC and Morgan Stanley Equity Research, May 2002 III. Opportunities & Sourcing

  21. FUNDAMENTAL CORRELATION BETWEENTELECOMMUNICATIONS AND ECONOMIC DEVELOPMENT Link between telecommunications and economic development 1992 Real U.S. dollars Implications • The fundamental correlation between GDP growth and teledensity underscores the importance of communications to most developed economies • Initial attempts of privatization and deregulation led to an industry structure that was unsustainable • Regulatory changes being considered should bring the industry to a new equilibrium China India Sri Lanka Tanzania Vietnam Indicative impact of telecommunications investment on wealth in LDCs Sources: TeleSoft Investment Proposal, circa 1998 with changes International Telecommunications Union; McKinsey; World Bank III. Opportunities & Sourcing

  22. TECHNOLOGY CYCLES AND OPPORTUNITIES TECHNOLOGICAL CONVERGENCE AND NEW REGULATIONS MAKE TELESOFT OPPORTUNITIES A REALITY Conceptual framework to visualize opportunity curves Customer needs Computer industry: “Data centric” (?)+ BB $200+ BB(?) Value TeleSoft Partners Investment Focus $150+ BB • Anytime, anywhere voice and data access • Affordable and acceptable price performance • Productivity applications • Convenience applications $25+ BB $50+ BB • Internet • Intranet(s) $100+ BB • Next Generation Semiconductor Chipsets • Enterprise Data Centers • “Real time” Applications Software • Ubiquitous Broadband Wireless Coverage • Circuit to Packet Switching Transition • Electrical to Optical Transition $50+ BB $100+ BB 1980 2005 I NTEGRAT ION Segment Mainframes, system integrators Mini-computers, VARs PCs, workstations, packaged software Networking communications (data) Databases, client server applications Internet Web services Distributedweb-centriccomputing Winners • IBM • CA • EDS • Amdahl • DEC • Tandem • Microsoft • Intel • Compaq • SUN • Lotus • Cisco • 3Com • Novell • Oracle • Netscape • Yahoo! • Amazon • eBay • IBM • MSFT • BEA • Tibco • ? • ? • ? Telecom industry: “Voice centric” Regulatory impetus (?)+ BB $250+ BB $200+ BB(?) Value $150+ BB $100+ BB • Regulatory Relief • Pricing Relief • Capital Relief • Technology Relief $200+ BB $200+ BB $100+ BB • Broadband Access • Ubiquitous Wireless Coverage • End-to-End Digital Platform 1980 2005 Segment Integratedmonopoly Break-up of AT&T Cellular duopoly, paging ESMR and digital cellular Broadband networks and PCS Wireless explosion Consolidation of RBOCs and MSOs Converged network Winners • AT&T • MCI • Sprint • RBOCs • McCaw • SkyTel • Motorola • Nextel • Qualcomm • Ericsson • Omnipoint/ Voicestream • WorldCom • SprintPCS • Verizon • Cingular • SBC • Bell South • Verizon • Comcast • AT&T Broadband • Cox • ? • ? • ? Source: TeleSoft Investment Proposal, circa 1998 with changes III. Opportunities & Sourcing

  23. TELESOFT DEAL LOG SUMMARY • As of October 18, 2002, the TeleSoft Deal Log has 2,077 deals • Of these, 1 company is in the Pursue and 3 companies are in the Explore categories • ~65% of the deals were sourced through TeleSoft’s Advisors, Non-Advisor Limited Partners, TeleSoft’s Network of Executive Contacts and TeleSoft’s Venture Capital Relationships • Guess estimate: Funnel = Explored = Pursued = Consummated = Missed = ~100% ~20% ~8% ~2% ~2% or or or or or ~2,100 ~420 ~170 ~45 ~40 deals deals deals deals deals III. Opportunities & Sourcing

  24. Summary of Deal Log by Industry Summary of Deal Log by Stage Software Applications 643 32% Development 644 31% Semiconductors 253 12% Seed / Startup 708 34% Wireless 232 11% Expansion 347 17% Software Infrastructure 167 8% Bootstrapped 194 9% Datacom & Telecom Systems 281 13% Late 48 2% Photonics 173 9% Special 31 2% Servers & Storage 133 6% Other 105 5% Enterprise & Carrier Networks 92 4% TOTAL 2,077 100% Other 103 5% TOTAL 2,077 100% Summary of Deal Log by Potential Summary of Deal Log by Source Summary of Deal Log by Region Pass 1,937 93% Venture Capitalist 470 22% Silicon Valley 1,125 54% Track 34 2% Other Executives 533 26% Northeast 270 13% New 16 1% Unsolicited Business Plans 260 13% Southwest 171 8% Missed 39 2% Professional Service Firms 245 12% Midwest 107 5% Initial Explore 3 0% Non-Advisor LPs 116 6% Southeast 76 4% Consummated 23 1% Corporate Partners 72 3% Northwest 58 3% Final Explore 0 0% Advisors 94 5% Other 24 1% Related 1 0% Conference & Tradeshows 50 2% Europe 78 4% Decision 1 0% Legal Professionals 55 3% Israel 61 3% Pursue 1 0% Other 182 9% Other International 107 5% TOTAL 2,077 100% TOTAL 2,077 100% Exits 22 1% TOTAL 2,077 100% TELESOFT DEAL LOG(January 1998 - October 18, 2002) III. Opportunities & Sourcing

  25. Summary of Deal Log by Industry Summary of Deal Log by Stage Software Applications 220 19% Development 437 37% Semiconductors 189 16% Seed / Startup 370 32% Wireless 157 13% Expansion 196 17% Software Infrastructure 129 11% Bootstrapped 58 5% Datacom & Telecom Systems 138 12% Late 34 3% Photonics 103 9% Special 15 1% Servers & Storage 108 9% Other 64 5% Enterprise & Carrier Networks 53 5% TOTAL 1,174 100% Other 77 7% TOTAL 1,174 100% Summary of Deal Log by Potential Summary of Deal Log by Source Summary of Deal Log by Region Pass 1,098 94% Venture Capitalist 373 32% Silicon Valley 609 52% Track 34 3% Other Executives 239 20% Northeast 156 13% New 16 1% Unsolicited Business Plans 145 12% Southwest 86 7% Missed 13 1% Professional Service Firms 58 6% Midwest 59 5% Initial Explore 3 0% Non-Advisor LPs 58 5% Southeast 40 3% Consummated 3 0% Corporate Partners 49 4% Northwest 33 3% Final Explore 0 0% Advisors 34 3% Other 5 0% Related 5 0% Conference & Tradeshows 24 2% Europe 76 6% Decision 1 0% Legal Professionals 35 3% Israel 61 5% Pursue 1 0% Other 159 14% Other International 49 4% TOTAL 1,174 100% TOTAL 1,174 100% Exits 0 0% TOTAL 1,174 100% TELESOFT DEAL LOG(January 2001 - October 18, 2002) III. Opportunities & Sourcing

  26. CONTENTS Page I. Introduction • Summary • Frequently Asked Questions (FAQ’s) 1 II. Changes in the Venture Capital Industry 8 III. Opportunities & Sourcing 16 IV. History & Track Record 25 V. TeleSoft Overview & Value Proposition 31 40 Appendix A: TeleSoft Team

  27. PORTFOLIO HIGHLIGHTS BY SEGMENT Datacom and Telecom Systems Semiconductors Photonics Servers and Storage AmberWave Catamaran (acquired by Infineon) Ikanos Lara (acquired by Cypress) SigmaTel VxTel (acquired by Intel) Xpedion Kymata (acquired by Alcatel Optronics) LYNX-Photonics ModeTek Novalux NP Photonics Red Clover Versatile Optical Networks (acquired by Vitesse) Calient Cerent (acquired by Cisco) CoSine (IPO: COSN) Internet Photonics IPUnity (empowerTel) Promatory (acquired by Nortel) Vina (IPO: VINA) Aarohi ConvergeNet (acquired by Dell) CreekPath InfoLibria OmegaBand Software Infrastructure Software Applications Broadband Wireless Enterprise and Carrier Networks BayPackets iWitness Jungo OSI IPO (acquired by Agilent)(1) ProFlowers The Feedroom Triton Networks (IPO: TNSI) Bombay Cellular (acquired by Hutchinson Max)(1) Omnipoint IPO (acquired by Voicestream/DT)(1) OnFiber Star 21 (1) Investments in Omnipoint, Bombay Cellular, and OSI were led by Arjun Gupta at the Chatterjee Group/George Soros, prior to founding TeleSoft IV. History & Track Record

  28. ATTRIBUTION ANALYSIS PORTFOLIO SUMMARY STATISTICS Advisors (who are LPs) Lead, co-lead role 24 50% Acquisitions 9 19% Corporate Partners 6 13% Secondary, passive role 6 13% Writeoffs 9 19% TeleSoft Deal Origination TeleSoft Role & Board Representation TeleSoft Exits 7 15% Non-Advisor LPs 3 6% Key, non-lead role 18 38% IPOs 5 10% Other 2 4% Venture Capitalists 13 27% TOTAL 48(1) 100% Still to mature 23 48% Executive Contacts (non-LPs) 18 38% TOTAL 48(1) 100% Lawyers 1 2% Board 22 46% Observer 15 31% TOTAL 48(1) 100% Invited 3 6% Informal 8 17% TOTAL 48(1) 100% (1) Investments in Omnipoint, Bombay Cellular, and OSI were led by Arjun Gupta at the Chatterjee Group/George Soros, prior to founding TeleSoft IV. History & Track Record

  29. 2001 Kymata acquired by Alcatel for $117 MM Lara acquired by Cypress for $225 MM Versatile acquired by Vitesse for $244 MM Catamaran acquired by Infineon for $250 MM VxTel acquired by Intel for $550 MM 2000 OSI(1) acquired by Agilent for $665 MM CoSine IPO raised $230 MM priced at a market capitalization for $2.3 B (underwater) Vina IPO raised $36 MM priced at a market capitalization of $378 MM (underwater) Voicestream(1) acquired by Deutsche Telekom for $50 B Triton IPO raised $83 MM priced at a market capitalization of $507 MM (underwater) Promatory acquired by Nortel for $778 MM 1999 CovergeNet acquired by Dell for $340 MM Cerent acquired by Cisco for $6.9 B Omnipoint(1) acquired by Voicestream for $11 B (debt and equity) 1997 OSI(1) IPO raised $66 MM priced at a market capitalization of $579 MM (very volatile) 1996 Bombay Cellular(1) acquired by Hutchinson Max Telecom for $228 MM Omnipoint(1) IPO raised $129 MM priced at a market capitalization of $718 MM (very volatile) EVOLVING TRACK RECORD Total = 48 Companies(1) • T-1 = 34 Companies • T-2 = 21 Companies • T-1 + T-2 = 10 Companies • Pre-TeleSoft = 3 Companies Year Company (announced values of acquisitions and IPOs) 9 Acquisitions 23 Portfolio Companies 5 IPOs 9 Write-Offs 2 Others (1) Investments in Omnipoint, Bombay Cellular, and OSI were led by Arjun Gupta at the Chatterjee Group/George Soros, prior to founding TeleSoft IV. History & Track Record

  30. ENTITY VALUE OF ACQUISITIONS, IPOs, & WRITEOFFS Total Entity Values $3.0 BB $24.5 BB $40.8 BB $4.0 BB $8.1 BB ($1.5 BB) (1) Investments in Omnipoint, Bombay Cellular, and OSI were led by Arjun Gupta at the Chatterjee Group/George Soros, prior to founding TeleSoft * Market Liquidity: acquisition price for Kymata, Lara, Versatile, Catamaran, VxTel, Cerent, Promatory, ConvergeNet, Omnipoint, Bombay Cellular, OSI; IPO price for CoSine, Triton, VINA; Other for Coreon; and writeoff for @Link, Athene Software, ClickRadio, COLO.com, qDecor, Tollbridge, Tsola, Vayu, and Westrn. Intgted. Netks. ** Current value reflects market prices as of 9/30/02, and include recent transactions. Figures represent security values on an as-if held basis IV. History & Track Record

  31. HISTORICAL PARTICIPATION IN KEY COMPANIES BoB =Best of Breed TeleSoft Participation Stage Company Segment Description Early Early Early Early Bombay Cellular(1) Catamaran Versatile Vxtel Enterprise and Carrier Networks Semiconductors Photonics Semiconductors First external VC A A A, B, C, D BoB GSM Cellular Network BoB OC 768 or Quad OC192 SONET Framer BoB All Optical Switch & OC192 Transceiver BoB VoIP Chipset Mid Mid Mid Mid Mid Mid ConvergeNet Kymata Lara Omnipoint(1) Promatory Triton Servers & Storage Photonics Semiconductors Enterprise andCarrier Networks Datacom and Telecom Systems Broadband Wireless A, B Equivalent of B, C A, B Second external VC B, C B,C BoB Next Gen Enterprise Storage System BoB Planar Light Chip Manufacturer BoB Content Addressable Memories (CAMs) BoB GSM Cellular Network BoB Next Gen DSLAM BoB OC3 / 100 Mbps Fast Ethernet Wireless Radios Late Late Late Late Cerent CoSine OSI(1) VINA Datacom and Telecom Systems Datacom and Telecom Systems Software Infrastructure Datacom and Telecom Systems E D, E Pre-IPO B, C, D, E BoB Next Gen SONET Switch BoB VPN platform BoB Network Management System BoB Integrated Access Device (IAD) (1) Investments in Omnipoint, Bombay Cellular, and OSI were led by Arjun Gupta at the Chatterjee Group/George Soros, prior to founding TeleSoft IV. History & Track Record

  32. CONTENTS Page I. Introduction • Summary • Frequently Asked Questions (FAQ’s) 1 II. Changes in the Venture Capital Industry 8 III. Opportunities & Sourcing 16 IV. History & Track Record 25 V. TeleSoft Overview & Value Proposition 31 40 Appendix A: TeleSoft Team

  33. SENIOR EXECUTIVE INDUSTRY NETWORK · High Tech and Operating Expertise · 350+ Executives · Industry and Technology Advisors · High Tech Focus, Knowledge and Contacts · 48 Company Network · 7 Investment Banking Partners THE TELESOFT NETWORK CORPORATE PARTNERS PORTFOLIO NETWORK & INVESTMENT FOCUS · 6 Industry Corporate Partners - · 10 Other Acquirer Companies · Post-Investment Action Plans on 5 Parameters · Strategic Channels and Customers GP TEAM · Technology & Operating Experience · Hands-on Involvement with Portfolio · Significant Business Development INTERNATIONAL PRESENCE CO-INVESTORS & INSTITUTIONAL INVESTORS · 80+ VC Co-Investors · Business Development with European Enterprises and Carriers · 30+ Corporate Co-Investors PROFESSIONAL SERVICE RELATIONSHIPS · Established Relationships with Domain Expert Consultants, Executive Recruiters andTechnology-Focused Lenders V. TeleSoft Overview & Value Proposition

  34. TELESOFT INVESTMENT GROUP Arjun Gupta, Founder & Managing Partner Yatin Mundkur, Systems & Semiconductors Bill Magill, Optical Components & Systems Chris LeBlanc, Data Center Systems & Software Brian Wilcove, Service Providers & Networks Tom Dennedy, General Counsel Mike Pardun, Business Development Sandesh Patnam, Senior Associate Matt Carbonara, Senior Associate Jerry Wu, Senior Associate Senthil Durairaj, Analyst Herman Leung, Analyst Laura McCarthy, Recruiter Al Howard, Chief Financial Officer Jay Elwell, VP Finance & Administration James Louie-Der, Controller Prabhu Goel, Adv Board & Director, SBIC GP Dick Liebhaber, Adv Board & Director, SBIC GP George Schmitt, Adv Board & Director, SBIC GP Orest Stelmach, Adv Board & Director, SBIC GP Prior Experience V. TeleSoft Overview & Value Proposition

  35. TELESOFT SENIOR EXECUTIVE INDUSTRY NETWORK PARTIAL LIST Michael Gold, Pres. and CEO, Ontologent, Inc., ex-SVP Qwest Naren Gupta, Vice-Chairman, Wind River Systems Rajat Gupta, MD World-Wide, McKinsey and Co. John Haley, CTO, ALLTEL John Hamm, Venture Partner, Redpoint Ventures Don Harris, President and CEO, UbiquiTel Shyam Jha, Partner, Mercator Partners, ex-VP, Corvis Tom Johnson, Ex-Co-Founder and Co-CEO, OSI Reese Jones, Chairman and Co-Founder, Netopia Friedrich Joussen, Dir. Global Product Mgmt, Vodafone Pradman Kaul, CEO, Hughes Network Systems Bill Keever, President, Americas/Asia Regions, Vodafone David King, Chairman, President and CEO, Proxim Yaacov Koren, CEO, Comverse Investments Arun Kumar, Pres. & MD, Hughes Software Systems Ed Leonard, Managing Director, Broadview International Fred Leonberger, CTO and SVP, JDS Uniphase Steve Liddell, Group Vice President,Level 3 Asia Dick Liebhaber, Ex-CTO, MCI Don Listwin, CEO, Openwave , ex-EVP Cisco Andy Lockhart, VP, Northern Europe, Cisco Systems Denis Manteau, MD and CTO, Telekom Development Mike Matthys, VP Sales, Calient Networks Dr. Keith Monserrat, Director of Legal & Regulation, THUS Dr. David Nagel, President, Palm , ex-AT&T, ex-Apple Kevin O’Hara, President and COO, Level 3 Jeff Parker, CEO, CCBN.com Drew Perkins, CTO, Zepton Networks George Polk, ex-SVP Int’l Networks, Geotek Atiq Raza, CEO, Raza Foundries, ex-Pres. AMD Haim Rosen, ex-GM, Tadiran Communications James Ross, Vice Chairman, AirTV Carl Russo, ex-VP, Optical Networking, Cisco, Chairman, Calix,ex-CEO, Cerent Henry Samueli, CTO and Co-Chairman, BroadCom David Schmaier, SVP, Siebel George Schmitt, ex-President, Omnipoint, AirTouch Int’l Ajay Shah, CEO, Smart Modular Technologies Kal Shastri, ex-Principal Engineer, PMC Sierra Tzvi Shechori, VP Research and Tech., Cellcom Israel Ram Shriram, Partner, Sherpalo Ventures, LLC,ex-VP, Netscape Jagdeep Singh, President, CEO, and Founder, Zepton Networks ex-CEO, Lightera/Ciena Doug Smith, Vice-Chairman and Director, VoiceStream Karl-Heinz Sötje, CTO, Group 3G Harald Stoeber, Chairman, Mannesman Arcor AG and Co Sinclair Stockman, Group CIO, British Telecom John Tracy, ex-Founder and CEO, Opto Power Corp. Jean-Pascal Tranié, MD, Viventures and Director, Havas Vimal Vaidya, CEO, iPolicy Networks Dick Vento, ex-Co-Founder and Co-CEO, OSI Ron Vidal, Group VP, Level 3, ex-WorldCom MFS Shamai Wasserman, GM Systems and Products, Motorola Jack Waters, CTO, Level 3 Haim Yacubovich, VP, Amdocs Art Zeile, CEO, Inflow Scott A. Baxter, Founder and CEO, Hawk Holdings Kevin Beebe, Group President, Alltel Communications Marc Benioff, Chairman, Salesforce.com , ex-SVP Oracle Amos Ben-Meir, Eng. Director, ASIC Development, Redback Ajaib Bhadare, ex-VP Engineering, Cerent Tom Boasberg, SVP, Corp. Development, Level 3 Asia John Bowers, CTO, Calient Networks Larry Bowman, President, Bowman Capital Gary Burkhead, ex-Director, FMR Corp. (Fidelity) Gerry Butters, ex-SVP, Global Service Provider, Lucent Howard Charney, SVP, Office of the President, Cisco Sureel Choksi, CFO, Level 3 Charles Corbalis, CEO and President, Calient Matthew Desch, CEO, Telcordia Technologies Jim Diller, Vice-Chairman, PMC-Sierra Thomas Eby, Group VP, Advanced Micro Devices Pat Edsel, CEO, Gigabit Optics, Ex-CEO, Spectra Physics Ike Elliott, SVP, Global Softswitch Services, Level 3 Dr. Frank Esser, CEO, Cegetel Glenn Falcao, Venture Partner, Bessemer, ex-COO, Corvis Dennis Ferguson, Founder, Juniper Kumar Ganapathy, CTO, Intel, ex-CTO, VxTel Doug Garland, VP and GM, Yahoo!, ex-Airtouch, MCI. Sprint PCS, Excite Frederic Gastaldo, Founder and COO, LDCOM Networks Charles Giancarlo, SVP and General Manager, Cisco Joe Glynn, VP IP Services, Qwest Dr. Prabhu Goel, Chairman, iPolicy Networks V. TeleSoft Overview & Value Proposition

  36. TELESOFT CORPORATE & INSTITUTIONAL INVESTORS • ALLTEL Corporation (Leading carrier with primary focus in Southeastern U.S.) • Bechtel (Global engineering-construction company with strong interest in telecom) • Comverse Technology (Leading provider of enhanced services systems and software) • Mannesmann AG (Second national full-service telco in Germany, Austria and Italy) • Spectra-Physics Lasers (Leading laser and optical components manufacturer) • Vivendi, principal shareholder of Cegetel (Second national full-service telco in France) Corporate Partners • Broadview International LLC (M&A firm focused on communications, IT & Media) • Canadian Imperial Bank of Canada (CIBC) (Investment banking and securities firm) • Credit Suisse First Boston (CSFB) (Full-service investment bank and securities firm) • DB Alex Brown (Global bank with $800+BB in assets) • Dresdner Kleinwort Benson (Full-service investment bank and securities firm) • Raymond James & Co. (Full-service investment bank and securities firm) • Sunrise Securities (Raised ~$450MM for high-tech micro caps) Investment Banking Partners • Accolade Partners (Fund-of-funds) • Bassini, Playfair + Assoc. (~$1BB private equity firm) • Bain Capital (~$6.5BB private equity firm) • Bowman Capital (Investment management firm with ~$1BB in assets) • Credit Suisse Asset Management (Investment mgmt. arm of CSFB with $268BB in assets) • Enterprise Asset Management, Inc. ($500+MM in assets under management) • Henry Crown and Company (Crown Family investment company) • The Juilliard School (Endowment fund) • Lauder Partners (Lauder Family investment company) • Madison Dearborn Partners (~$7.5BB private equity fund with large carrier portfolio) • Mentmore Holdings (Private investment firm including VC, real estate, private equity) • NCH Capital (~$1BB equity fund) • Oakmont Corporation (Private investment firm with $1+BB in assets) • Silicon Valley Bank (Commercial bank focused on technology and life sciences) • University of Chicago (Endowment fund) Institutional Investors and Top Management of Key Institutions V. TeleSoft Overview & Value Proposition

  37. TeleSoft’s Co-Investors are some of Silicon Valley’s best known VCs and Corporate Co-Investors • 80+ VC Co-Investors • 30+ Corporate Co-Investors TELESOFT CO-INVESTORS VC Co-Investors: • 3i Group • Accel Partners • Adams Capital • Advent Intl. • Amerindo • Anthelion • Arch • Arlington Capital • Battery Ventures • Bear Stearns • Bessemer • BlueStream • Bowman Capital • Brentwood • Broadview • DB Alex. Brown • Capital Research • Charter Grwth Cap. • CIBC • Citicorp • Columbia Capital • ComVentures • Crescendo Ventures • CSFB • Diamondhead • Dresdner Bank • Enterprise Partners • Evercore • FBB • G.E. Equity • Generation Partners • Geneva Partners • Goldman Sachs • Greylock • HarbourVest • Highland Capital • Hillman • Incepta • Integral Capital • Invesco • InveStar • IVP • JP Morgan/H&Q • Kennet Capital • Kleiner Perkins • Madison Dearborn • Matrix • Menlo Ventures • Meritech Capital • Merrill Lynch • Morgan Stanley • MSD Capital • Norwest Ventures • Oak • Patricof • Providence • Raza Ventures • Redwood Ventures • Ridgewood • Sandler Capital • Sands Brothers • Seligman • Sequel • Sequoia Capital • Sierra Ventures • Silicon Valley Bank • Storm Ventures • Sutter Hill • TCV • Telcom Ventures • Thomas Weisel • TPG • Tudor • UBS • Van Wagoner • Viventures • Walden Group • Wolf Ventures • Worldview • Zodiac Corporate Co-Investors: • ADC • AFC • AMCC • AT&T Ventures • Cabletron Systems • Cisco Systems • Clarent • Creative Technology • Exabyte • Fujitsu • Infineon • Intel • JDS Uniphase • Juniper • Level 3 • LHS Group • Lucent Ventures • Marconi • Mitsubishi • Mitsui • MSFT • Network Associates • Nortel • Pairgain • Sony • ST Microelectronics • Tellabs • TSMC • UMCC • UTStarcom • Vitesse V. TeleSoft Overview & Value Proposition

  38. THREE KEY INITIATIVES: SOURCING, KNOWLEDGE & BD Firm Infrastructure: Legal LP Reporting Finance IT HR Negotiate Compete Close Due Diligence Exit (exit > cost) Sourcing Build Value Raise $ Knowledge Base Initiative Specific examples • As of 10/18/2002 the TeleSoft Deal Log had 2,077deals, of those 1,174 logged since 1/1/2001 • All deals are tracked by Industry, Stage, Potential, Source and Region • ~65% of the deals were sourced through TeleSoft’s Advisors, Non-Advisor Limited Partners, TeleSoft’s Network of Executive Contacts and TeleSoft’s Venture Capital Relationships Sourcing • Internal sessions to date: Web Services, .NET, Application Servers, Broadband Access, Lifecycle of a Chip Company; State of the CLEC Industry; Varieties of Lasers, Amps, Etc.; 802.11; Data Center Elements; Network Processors; Rise of the IP Backbone; Cable Equipment Landscape; Evolution of Wireless; Fiber-to-the Building Architecture; Predictive Analytics; 40G; Transceivers/Optics; Optical Networking Investment Thesis; Optics Technology; Data Security • Acuitive, IDC and RHK retainers Knowledge Base Mike and Wolfgang focus on leveraging TeleSoft network proactively to help portfolio companies Portfolio Business Development Types of relationships Example • Customer • NRE • Co-development • Co-selling • OEM • Investments • Acquisitions • VxTel (Dialogic), Promatory (@Link), Catamaran(Cisco, Ciena), Versatile (Cisco, Sycamore), CoSine (Mannesmann AG) • Ikanos (Turin); Lara (Cisco); Versatile (Cisco); VxTel (Intel) • VxTel (Intel) • Promatory (Nortel); VxTel (Intel) • Vina (Lucent); VxTel (Dialogic/Intel) • Cerent (Cisco); VxTel (Intel) • Cerent (Cisco); Catamaran (Infineon); ConvergeNet (Dell); Kymata (Alcatel); Lara (Cypress); Promatory (Nortel); Versatile (Vitesse); VxTel (Intel) Previous sessions Working session with mega players • Alltel, British Telecom, CIBC, Deutsche Telekom, Intel, Morgan Stanley, Vodaphone Planned sessions • SI’s • Storage Systems • Communications Semi’s • Top Enterprise CIO’s • Telecom Systems • Software • I-Banks • CGEY, Accenture, KPMG… • EMC, Network Appliance, Sun… • Intel, USMC, UMC, TSMC… • From the Finance, Health, IT, Media and Communications Sectors… • Ciena, Corvis, Tellabs, Alcatel… • Oracle, Siebel, IBM, Comverse, AMDOCS, Portal… • CSFB, BofA, DB Alex Brown, Dresdner KB, Raymond James, SSB… V. TeleSoft Overview & Value Proposition

  39. TELESOFT VALUE PROPOSITION Technology asset class should be a solid performer over the next decade Enterprise IT expenditures & major carriers capex fundamentally huge Correlation of communication infrastructure and per capita GNP ( R2 = 0.80) Technology more pervasive today than ever Communications and IT Focus Domain expertise with strong operating experience and technology background Industry relationships and portfolio focus drive investment opportunities $287MM invested in 48 companies to date ($34.5MM in 3 companies pre-TSP) Strong GP Team & Investment Opportunities TeleSoft Network 350+ Senior Industry Executive Network 6 Corporate Partners 7 Investment Banking Partners 48 Portfolio Company Network 30+ Key Corporate & 80+ VC Co-Investors Unique Structure and Professional Services Approach Financial Leverage $200+MM from SBA (cumulative) Approach Significant Due Diligence pre-investment Professional Services approach &Specific action plan post-investment Bechtel EuropeComverse (Israel) Vivendi (France) Mannesmann (Germany) Bridge to Europe and Israel 9 Acquisitions (1 pre-TeleSoft) 5 IPOs (2 pre-TeleSoft both subsequently acquired) 9 Write-offs and 2 Others Solid Track Record V. TeleSoft Overview & Value Proposition

  40. THE TELESOFT ADVANTAGE According to the theory of aerodynamics, and as may be readily demonstrated through experiments, the bumblebee is unable to fly. This is because the size, weight, and the shape of his body, in relation to his wingspread, make flying impossible. But the bumblebee, being ignorant of these scientific truths, goes ahead and flies anyway – and makes a little honey everyday. V. TeleSoft Overview & Value Proposition

  41. CONTENTS Page I. Introduction • Summary • Frequently Asked Questions (FAQ’s) 1 II. Changes in the Venture Capital Industry 8 III. Opportunities & Sourcing 16 IV. History & Track Record 25 V. TeleSoft Overview & Value Proposition 31 40 Appendix A: TeleSoft Team

  42. TELESOFT TEAM Arjun Gupta, Founder & Managing Partner Arjun serves on the boards of CreekPath Systems, iWitness, and OmegaBand and as an Observer on the boards of Calient, InfoLibria, Internet Photonics and OnFiber. Prior to founding TeleSoft, Arjun worked at the Chatterjee Group/George Soros, McKinsey & Company and Tektronix, and has interned at Kleiner Perkins and Morgan Stanley. Over time, he has been involved with various high-tech companies including AirTouch, AMD, Apple Computer, BasiComputer, Bombay Cellular, General Magic, OSI, Pacific Bell and Qualcomm. Arjun has an MBA from Stanford University, an MS and a BS in Computer Science from Washington State and a BA (Honors) in Economics from St. Stephen's College (India). Yatin Mundkur, Semiconductor & Systems Yatin Mundkur focuses on early-stage systems, components and software investments. Yatin is currently a Director of Aarohi Communications, BayPackets, Jungo, OmegaBand and Xpedion Design Systems. Previously, he was a Director of Catamaran Communications (acquired by Infineon, IFX), Lara Networks (acquired by Cypress, CY), Versatile Optical Networks (acquired by Vitesse, VTSS) and a Board Observer to VxTel (acquired by Intel Corporation, INTC). He is also responsible for TeleSoft's investments in Ikanos and SigmaTel. Before joining TeleSoft Partners, he was Founder and President of Equator Technologies, and his prior experience includes technical and business roles at Conexant, Ross Technlogy and architect at SUN's HyperSparc Processor. Yatin has a BSEE from MSU of Baroda, India and a MSEE from the University of Texas at Austin. Bill Magill, Optical Components & Systems Bill serves on the boards of AmberWave, ModeTek, and RedClover Networks and is an Observer on the boards of Lynx Photonic Networks and NP Photonics. He was a Senior Research Analyst, Telecom Equipment and Optical Systems, at Banc of America Securities, and at RHK and ElectroniCast Corp. Bill was also a Senior Technologist working on laser-based research programs at Livermore National Labs and TRW. Bill has an MBA from San Francisco State University and a BA in Economics from the University of California, Davis. He also has a degree as an Associate of Applied Science in Lasers and Electro-Optics from Texas State Technical Institute. Appendix A

  43. TELESOFT TEAM, continued Chris LeBlanc, Data Center Systems & Software Chris LeBlanc was Vice President and Senior Research Analyst at Banc of America Securities where he covered telecommunications equipment and optical networking companies. Prior to Banc of America, Chris was a senior research analyst at RHK, a telecommunication research and consulting firm. Chris also held engineering, marketing and management positions at Intel and Hewlett Packard. Chris has an MBA from Santa Clara University and an engineering degree from San Jose State University. Brian Wilcove, Service Providers & Networks Brian joined TeleSoft Partners from Virtela Communications, where he was Vice President of Business Development and Marketing.  At Virtela, Brian was responsible for defining and setting business strategy as well as establishing strategic relationships with partners and customers. Prior to starting Virtela, Brian was with Qwest Communications, where he created and launched several lines of business including Dedicated Internet Access, VPN, DSL and Wireless products. He also provided the creativity and leadership to develop and deploy the world’s first Network VPN product line. Brian has a BA in History from Miami University of Ohio. Mike Pardun, Portfolio Business Development Prior to joining TeleSoft, Mike served as Vice President of Marketing and Strategic Development at COLO.COM where he was responsible for product development, marketing and strategic initiatives. Mike worked for US West and Media One in London, where he was responsible for product and business development at the world’s first joint cable and telecommunications company - Telewest Communications PLC. Following Telewest’s IPO in 1994, he co-founded a spin-off business called Cable Internet Ltd., an early broadband Internet Service Providers, now controlled by Microsoft. Mike holds a BBA from the University of San Diego. Appendix A

  44. TELESOFT TEAM, continued Matt Carbonara, Senior Associate Prior to TeleSoft, Matt was the Product Marketing Manager for network management and provisioning products at Terayon Communication Systems, a maker of data, voice and video solutions for the cable industry. Prior to his position in Product Marketing, Matt designed ASICs for Terayon’s cable modem systems. Before that, he worked in the Advanced Coreware and Methodologies group at LSI Logic, where he designed various high-speed data path blocks. Matt also worked for Amdahl Corp, a mainframe computer manufacturer, where he designed CPU components. He earned his BS (Summa Cum Laude) and MS in Electrical Engineering from Ohio State University. Sandesh Patnam, Senior Associate Prior to TeleSoft, Sandesh was a Product Marketing/Applications engineer at PMC-Sierra Inc., a maker of specialized telecom/datacom semiconductor solutions. Prior to PMC-Sierra Sandesh worked for Malleable Technologies designing a VOIP/VOATM chipset. After completing the initial prototype design he moved into the Product marketing group before the Company was acquired by PMC-Sierra. Before that, Sandesh worked at Silicon Graphics Inc. designing RISC CPU's for the MIPS division, where he was involved in various aspects of chip design. He has earned a BS, with honors, in Electrical Engineering from the University of Rochester and a Certificate of Management Studies in Finance from the Simon Business School. Jerry Wu, Senior Associate Before joining TeleSoft, Jerry was a Vice President in the Technology Group at Credit Suisse First Boston, providing public and private software companies with corporate finance and strategic advisory services. In this capacity, he executed and advised on private and public equity offerings, corporate restructurings and acquisitions. Before CSFB he was a Vice President at Merrill Lynch and Co. and an Associate at Cowen & Company. Prior to his career in investment banking, Jerry was an engineer at Silicon Graphics and MIPS Computer Systems, with manufacturing and system engineering responsibilities for the Indy and other workstation projects. Jerry has an MBA from the Wharton School, University of Pennsylvania and MS and BS degrees in electrical engineering from Stanford University. Appendix A

  45. TELESOFT TEAM, continued Al Howard, Chief Financial OfficerAl has 20+ years experience in accounting, finance, human resources and corporate administration. Al was CFO, Creative Communications; VP of Finance and Administration and Secretary of the Board of Directors, Hydro Agri, a wholly-owned subsidiary of Norway’s Norsk Hydro; and CFO and Board member for Wilson & Geo. Meyer & Company. Al earned his CPA certificate while with KPMG, did coursework in accounting and finance at California State University, and earned a BS degree in Psychology from Colorado State University. Tom Dennedy, Vice President, General CounselTom was an attorney in the Business & Technology Group of Brobeck Phleger & Harrison, LLP, in Palo Alto. He was also a Captain in the U.S. Air Force, serving as a Project Officer in the Milstar Satellite Joint Program Office. Tom has a JD from Stanford Law School, an MS in Electrical Engineering from MIT, and a BS in Electrical Engineering from the U.S. Air Force Academy. Jay Elwell, Vice President, Finance & AdministrationPrior to joining Telesoft, Jay was the Treasurer and Vice President Finance of Stonepath Group, a public venture capital firm, from February 2000 to February 2002. Prior to Stonepath, Jay was a Senior Manager at Ernst & Young, LLP where he practiced public accounting for 10 years and led engagements over securities offerings, acquisitions, dispositions and audits for clients within the financial services industry. A CPA since 1992, Jay received his BA in Economics from the University of California at Berkeley. James Louie-Der, Controller James spent seven years at Deloitte and Touche as a Manager in the Tax Consulting Practice before joining TeleSoft as the Controller. James is a CPA and earned a B.S. degree in business with an emphasis in accounting from the University of California, Berkeley. Appendix A

  46. TELESOFT TEAM, continued Senthil Durairaj, AnalystBefore joining TeleSoft, Senthil was an analyst with Epoch Partners, a privately-held investment bank focused on the technology sector, which was later acquired by Goldman Sachs. Prior to Epoch, Senthil spent time working for Goldman Sachs within the Derivatives Trading Group in New York and for Lehman Brothers within their Derivatives Group in London. Senthil received a B.S.B.A. in Finance and International Business from Georgetown University. Herman Leung, AnalystBefore joining Telesoft, Herman was with Thomas Weisel Partners, a technology investment bank in San Francisco, as an analyst in the media and telecom services investment banking group. Prior to Weisel, Herman interned with Crimson Capital Management, a hybrid private placement/venture capital firm in New York and at Salomon Smith Barney in San Francisco. He earned his B.S. in Finance at Cal Poly, San Luis Obispo. Laura McCarthy, Recruiter & Administrative Manager Laura rejoined TeleSoft after working as a Recruiter at Access Staffing, a recruiting firm based in San Francisco, specializing in IT, HR and I-Banking. During Laura's time at Access, she focused on a number of start-ups in Silicon Valley. She earned a B.A. from San Francisco State University in Sociology and a minor in Psychological Services. Appendix A

  47. TELESOFT TEAM, continued Prahbu Goel, Advisory Board Member & Director of the SBIC G.P. Prabhu has 25+ years experience starting, operating, funding and exiting private technology companies. He is currently Chairman of iPolicy Networks and has been a private venture capitalist since 1992. He previously served as Chairman of Frontline Design Automation (merged with Avant for $65 MM). Prabhu also founded Gateway Design Automation (Verilog-XL) (acquired by Cadence for ~$70 MM). Dick Liebhaber, Advisory Board Member & Director of the SBIC G.P. Dick Liebhaber has 45+ years experience in the communications and technology industries. He is currently a Consulting Managing Director at Veronis, Suhler & Associates and serves on the Board of Directors of KPNQwest (NYSE: KQIP), Avici (NASDAQ: AVCI), Internet Communications Corporation (NASDAQ: INCC), Rare Medium Group (NASDAQ: RRRR) and Alcatel USA, Inc. and serves as a consultant and member of the Advisory Board of Corning, Inc. (NYSE: GLW). George Schmitt, Advisory Board Member & Director of the SBIC G.P. George has 35+ years of telecom experience in wireless and wireline companies and most recently was the President of Omnipoint Communications Services until VoiceStream's acquisition of Omnipoint Corporation (NASDAQ: OMPT) in 2000. George has held various senior management positions, including President and CEO, PCS PrimeCo.; EVP of International Operations, AirTouch; member of the board of management of Mannesman Mobilefunk in Germany and head of the company's technical department; VP of Operations, and various VP positions, Pacific Bell. Orest Stelmach, Advisory Board Member & Director of the SBIC G.P. Orest has 15+ years of broad capital markets experience and is currently a Managing Director and High Yield Portfolio Manager at the Carlyle Group. He was an SVP and the Chief Investment Officer of TIG Holdings, Inc, a reinsurance company with over $6 BB in total assets. Appendix A

More Related