LW CPI - Enabling Firms to Access Capital

1. enabling firms to access capital

2. The Challenge • Lack of investment capital for technology firms • Venture Capital and Angel funding dwindling (Down 97% from 2001, 91% from 2006)* • Technology firms need stable funding to maximize growth and reach new markets *Source: OCRI/OCN Research

3. The Challenge • Of the 18 funding announcements in 2008, less than half were for new venture funding. • Only 3 announced VC financing in all of 2009. • To date in 2010, one deal of $0.75M announced. *Source: OCRI/OCN Research

4. LW CPI Director Roles Proven Leadership for Technology Firms Legal and M&A Partner Finance Partner Business Mgmt. Business Strategy Marketing Strategy

5. Directors • Andrew Moffat - Business Strategy • Founder and CEO of EDUCOM, sold to US based ZANTAZ in 2004 • Founder of Keshet Technologies, an organization to assist up-and-coming IT businesses and entrepreneurs • Board Member of OCRI, the CATA Alliance, the Ottawa Software Cluster and President of SCOAP

6. Directors • Danny Osadca- Business Growth and Exit Strategy • Former President and CEO of Med-Eng Systems Inc. (sold in the fall of 2007 for $650 million) • Former President and CEO of DY 4 Systems, led successful IPO (TSX), realizing a tenfold increase in shareholder value within 4 years.  DY4 acquired for $270 million by a NYSE publicly listed company. • Director of Advantage Preferred Share Trust (TSX) • Former Director of OCRI and CATA

7. Directors • David F. Banks – Finance/Funding Expert • Managing Partner of Carlyle Banks & Co. • Former Executive Chair of Newcourt Credit Group, CEO of AT&T Capital, CEO of Penna plc, Chair of Dynex Power Inc. , VP of Chase Manhattan Bank • Private commercial roles included President of Financial Services Group of Continental Grain Company and Chair of Knightsbridge Human Capital Management Inc., Canada’s largest HR company • which he helped found.

8. Directors Debbie Weinstein – M&A Strategy and IPOs • Successfully represented many issuers in IPOs, including JDS Fitel (now JDS Uniphase), GSI Lumonics, JetForm Corporation and MOSAID Technologies • Has played a lead role in over 100 mergers and acquisitions of public and private companies, including the sale of companies to Cisco, Microsoft, RIM, PMC-Sierra and Alcatel. • Accolades include: Canada’s Top Mergers and Acquisitions Lawyer (Financial Post, 2007) and Leading 500 Lawyers in Canada,  (Lexpert/American Lawyer, January 2008) • Past Chair of the Ottawa Centre for Research and Innovation (OCRI)

9. Directors Richard Boadway– Finance and Business Management • CEO of River Ventures providing counsel to technology companies in strategic, financial and general management. • Former CFO and Board Member of MOSAID Technologies (TSX: MSD) one of the world's leading intellectual property (IP) companies • MOSAID successfully raised $70 Million and was active in M&A activity during this period. • Richard has held senior positions in software, engineering and venture capital firms.

10. Directors Larry Poirier – Startups and Marketing • Founder of Nitro Microsystems Inc. a technology services firm and a Profit 100 Fastest Growing Companies in Canada for 3 years in a row. • Founding CEO of N-able Technologies, the global leader in network and systems management solutions and services for managed service providers (MSPs). • Member of the CITPA Board of Directors and Ottawa’s Young Entrepreneur of the Year

11. Our Mission Within the next five years, the LW CPI program in partnership with the TSX (Toronto Stock Exchange) will become the premier route to public capital market funding for burgeoning technology firms through demonstrated building of shareholder value in the strategy, marketing, management, funding, M&A and legal areas.

12. Our Targets • Technology firms including; green tech, software or hardware based tech firms seeking $1 to $5 Million in capital to grow, to be acquired or buyout. These firms must have demonstrated performance, at least neutral EBITDA and have owned IP. • Their base of operations are located in Eastern Canada.

13. Funding and Raises • Capital Pool Company (CPC™) Program: • 2,021 listed since program inception (1987) • 247 former CPCs graduated to TSX senior exchange *Source: TSX-V June 2009 (Latest Data Available) http://www.tmxmoney.com/en/sector_profiles/

14. Benefits to QT candidates • Wide Range of Advantages • Sizeable bandwidth of financing from $500k to $20 million • Companies have a merger and acquisition currency • Shareholders get liquidity • Companies can create viable employee stock options • TSX Venture Exchange provides mentoring role • Stepping stone to senior markets –streamlined path to TSX • Graduates leave with a track record • Company has the capital to grow and execute on its plan

15. The CPC Value Proposition Delivering on a company’s needs: • Provides alternative access to capital when the company is at too early a stage for a broadly distributed regular IPO or the IPO market is not strong enough in general • VC financing is not available or management prefers not to use • Desire for a transaction that can retain higher ownership and control • Time to be a public company (M&A currency, stock options, visibility) • Greater flexibility, certainty and control in the going-public process • Going public transaction costs are covered by CPC

16. The LW Difference • Canada`s premier boutique law firm for technology companies • Dozens of IPOs and follow-on public offerings, capital pool qualifying transactions and reverse takeovers • Over $5Billion in investment and M&A transactions • Highly experienced, practical, business-oriented team • Large client base and contact list for additional investment

17. The LW CPI Difference The LW CPI offers a unique collection of compelling benefits: • immediate funding • liquidity • access to additional capital • extensive experience • experienced team • proven success in the technology market. The LW Capital Pool is the answer to tight private investment.

18. Thank you

19. Thank you For more info or to apply go to www.lwcpc.ca and click of the “More Info” tab. Thank you.