Introduction to Mazars USA

1. Introduction to Mazars USA TRANSACTION ADVISORY SERVICES GROUP 2019

2. MEET MAZARS

3. MAZARS USA • Who we are • Transaction Advisory Services Group Mazars USA LLP is the USA independent member firm of Mazars Group, an international organization specializing in audit, accountancy, advisory, tax and legal services Trusted Global Committed

4. Mazars group a smart alternative to conventional firms Mazars USA LLP is an independent member firm of Mazars Group, an international and independent organization specializing in audit, accountancy, advisory, tax and legal services KEY FIGURES AS OF JANUARY, 1ST 2019 89 COUNTRIES 310 OFFICES 23,000 PROFESSIONALS 1,040 PARTNERS UNINTERRUPTED GROWTH 2005 2010 2018 2005 2010 2018 5,700 12,500 23,000 479 957 1,600bn Professionals in Mazars’ Global Organization Revenue in Million Euros in Mazars Global Organization

5. Why choose mazars? Focus Trusted Quality Coordination Value for money We consider you as a top client. We nominate a dedicated, experienced team, that will deliver consistent added-value. Quality first, whatever the mandate, wherever it is located. You annually assess our quality and we constantly improve it. Thanks to our unique global structure, we can ensure smooth coordination worldwide. You have one central senior point of contact, in charge of global coordination. Our clients are very pleased by both our solutions and our approach. We are happy to share concrete stories and testimonials that prove our efficiency. We have a transparent and competitive pricing system. We innovate and partner with you to create value. We assist clients of all sizes: from small-to-medium enterprises, to mid-caps and global conglomerates, as well as start-ups and public companies at every stage of their development.

6. Our services Consulting Services GOVERNANCE, RISK & COMPLIANCE ATTEST • Internal Audit Co-Sourcing and Outsourcing • Risk Management Consulting • Fraud Assessment Services • Information Technology • Security, Strategy and Solution Selection • Cybersecurity • Disaster Recovery / Business Continuity Services • Third Party Compliance • Other Services (SOD analysis, PCI assessment) • Audit • Reviews • Compilations • Reporting on Controls of Service Organizations • Reconciliation Projects • SEC Filings • International Needs (inbound, outbound and IFRS) • Special Purpose Reports FINANCIAL ADVISORY SERVICES AOS • Bookkeeping • Financial statements preparation • Outsourcing services • Tax advice and compliance • Consulting services • M&A Due Diligence & M&A Structuring • Investor and Lender Services • Business Advisory and Recovery • Valuations • Litigation Support • Fraud Investigations • Bankruptcy & Restructuring • Turnarounds • Project Finance and Financial Modelling Services TAX • Compliance • Tax Reporting & Withholding • FATCA • SALT • GAAP / IFRS disclosure • Cost Segregation • Trust and Estate Planning • High Net Worth Services • Personal Financial Planning • Pension, Benefits & Compensation • Corporate Structuring • International Tax • FBAR Reporting • Transfer Pricing CONSULTING • Human Capital and Change Management • Target Operating Models • Technology Enablement • Operational Excellence • Strategic Sourcing and Logistics • Analytics and Insight • Governance, Risk and Compliance • Organizational Resilience • Cybersecurity and Data Privacy • Crypto-Assets & Blockchain

7. MAZARS IN FINANCIAL ADVISORY SERVICES

8. WHO WE ARE | Transaction Services Tax Audit & Assurance Financial Advisory Consulting Tax compliance, VAT / indirect tax, Transfer ricing, Global mobility tax, Corporate tax / international tax Legal audit, Contractual audit, Financing and corporate treasury, Doctrine Governance & Risk Management, IT related consulting, internal audit, CRS consulting, CFO transformation, Compliance & Ethics Transaction, Corporate Finance, Due Diligence, Forensic, Project finance, Restructuring and Valuation Actuarial services Accounting & Outsourcing Financial engineering, Insurance actuarial work, Compensation and employee benefits, Statistics and modeling, Solvency 2 IFRS and local GAAPs, Reporting & bookkeeping, Payroll and Secretarial services

9. WHO WE ARE | OUR SERVICES From due diligence, valuation and litigation support to restructuring underperforming businesses, Mazars Financial Advisory Services offer vendors, purchasers and financiers all the necessary skills and expertise to serve every aspect of their transactions. Financial analysis of the company Valuation of the company Transfer of business Financial litigation

10. WHO WE ARE | A GLOBAL PLATFORM Globally, more than 600 FAS experts in more than 30 countries, supported by (i) regional hubs in France, UK, USA, Brazil, South Africa, Russia, China and Singapore and (ii) our financial and tax experts in the 77 Mazars’ countries. Regional FAS hubs

11. WHO WE ARE | A GLOBAL PLATFORM A global team with shared objectives and strong collaboration between countries, as a result of our integrated partnership and proven history in assisting our clients to grow internationally Page 11

12. Transaction Services When considering a merger or acquisition, many questions come to mind: A merger or acquisition can deeply impact your business. Timely advice is critical to maximize value, mitigate risk and make the right investment decisions. Mazars’ dedicated team has the insight and experience to guide you at all stages of your transactions. We tailor our approach and team membership to the specific needs of each deal, based on technical excellence and industry expertise. Our goal is to help you make the right decision and form a long-lasting relationship with you so that we can grow together. Defining Factors of Our Approach Fluid Diligence Through Partner Involvement Your key contact will be a partner who provides hands-on involvement throughout the due diligence process. Responsiveness Deals are fast-paced and our dedicated transaction services team more than keeps up, providing timely communication focused on key risks and potential adjustments to purchase price. Tailored Solutions and Industry Expertise We tailor our approach to the unique needs of each deal, assembling a team with specific knowledge of your sector. Mid-Market Experience We understand the nuances of the middle market, which often requires a more hands-on approach. Our experience enables us to develop both operational and financial reporting recommendations that add real value to both the target and the investor. Does the business have the cash flow to support my deal? Will the business model work and will it be sustainable? How accurate are the numbers and assumptions being provided to me?

13. Transaction Services In Transactions, We: Gain a thorough understanding of the target and its business model with a robust analysis of the target’s historical performance. Perform a critical analysis of the target’s financial projections and their underlying assumptions. Identify potential deal breakers or key risks relating to the target business and the transaction. Evaluate the terms of the deal with an analysis of the financial drivers that directly impact the purchase price. Identify the optimal tax structure of the deal. Assist in drafting the financial implications of the purchase agreement and assess their implementation post-acquisition. Identify improvements to internal controls, systems and personnel organization. Assess potential departures from US GAAP and, if necessary, differences between US GAAP and IFRS. Perform IT due diligence assessments and post-transaction systems implementation. Perform valuation services, including purchase price allocation. Prepare the opening balance sheet and determine post-closing purchase price adjustments. Timely advice maximizes value and mitigates risk, helping you to make the right investment decisions.

14. Transaction Services SELL-SIDE POST-TRANSACTION POST-INTEGRATION BUY-SIDE • Understanding the financial, legal and tax information • Analysing historical profitability • Ensuring reliability of forecasts (cash, future profitability, etc.) • Identifying the necessary guarantees and securing the financial terms of contracts • Identifying operational, product & distribution synergies • Assessing and navigating regulatory concerns and approvals • Integration planning • Forecasting & modelling • Quality of earnings reports • Early-stage identification of risk areas in the light of an envisioned sale • Accelerating and securing the sale process • Producing high-quality financial information as required • Securing the financial terms of contracts • Segmentation planning • Service agreement development • Advising during the final determination of the price (mechanical adjustments, earn-outs, etc.) • Implementing guarantees • Post transaction balance sheet audit • Assisting in case of disputes (arbitration, expert review) • Operational and financial integration • Interim financial reporting • Change management • Systems and data conversion • Financial restructuring and refinancing • Working capital management • Operational restructuring • Monitoring of forecasted benefits • Documenting policies and procedures • Training • Outsourcing services

15. OUR CLIENTS

16. OUR CLIENTS | WHO NEEDS DUE DILIGENCE SERVICES? Sell Side Buy Side • The focus varies depending on the type of client: • Financial investor (e.g. private equity) • Deal specialists • Shorter term view • Focus on cash and debt service • Reliance on management • Less expertise in the market • Corporate (strategic) • Strategy focused • Longer term view • Focus on earnings • Interest in fit and synergies • Industry knowledge

17. Selected Transaction Advisory Services credentials by industry Food & Beverage Food & Beverage Chemical Chemical Other Other Other Other Other Other Sell-side due diligence procedures for Sell-side due diligence procedures for Sell-side due diligence procedures for Assistance with the acquisition of HEADWATERS TECHNOLOGY INNOVATION Assistance with the acquisition of Assistance with the acquisition of CGM Inc. Assistance with the merger of its North American activities with Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of 2017 2017 2017 2017 2018 2018 2018 2018 2018 2017 2017 2018 Manufacturing & Distribution

18. Selected Transaction Advisory Services credentials by industry Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of 2018 2018 2018 2018 2018 2018 Business Services

19. Selected Transaction Advisory Services credentials by industry Lezen Acquisition Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with investment in Assistance with the acquisition of 2017 2017 2017 2017 2018 2016 2017 2017 2018 2018 Media & Information

20. Selected Transaction Advisory Services credentials by industry Assistance with the acquisition of Assistance with the divestment in Assistance with the investment in Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with investment in Assistance with the acquisition of Assistance with the acquisition of certain assets Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of Assistance with the acquisition of 2018 2018 2016 2016 2017 2016 2017 2017 2018 2016 2015 2015 2018 2015 Software / Technology

21. Selected Transaction Advisory Services credentials by industry Consumer products Food & Beverage Energy Healthcare Assistance with the acquisition of certain assets of Assistance with the acquisition of Alta Bicycle share Assistance with the acquisition of Assistance with the acquisition of Assistance with investment in EEM World Advised joint venture arrangement with the Digital Energy division of Assistance with the acquisition of numerous anesthesiologist practices Assistance with the investment in Assistance with the acquisition of 2014 2015 2016 2014 2014 2014 2015 2014 2014 2016 Sports, Leisure & Entertainment Other Industries Lifestyle Assistance with the acquisition of

22. Our Fund Relationships

23. KEY PLAYERS IN A TRANSACTION

24. KEY PLAYERS IN TRANSACTION | OVERVIEW Advise Provide financing solutions BUYER (financial or strategic) ADVISORS – BUY SIDE FINANCIAL PARTIES BANKS ATTORNEYS Advise Negotiate TAX ADVISORS FINANCIAL ADVISORS INVESTORS Involved in discussions SELLER HR ADVISORS Own ETC… TARGET ADVISORS – SELL SIDE ATTORNEYS OTHER RELATED PARTIES Audit/Review TAX ADVISORS MINORITY SHAREHOLDERS FINANCIAL ADVISORS OTHER RELATED PARTIES HR ADVISORS AUDITORS/ ACCOUNTANTS ETC…

25. WHAT WE DO | TRANSACTION SERVICES IN A NUTSHELL A cash flow-oriented approach to financial statement analysis that focuses on the critical factors that could affect the value or the structuring of the transaction. Due diligence provides the ability to analyze and validate financial, operational and strategic aspects of the deal, allowing for informed decisions and making it easier to structure and negotiate a favorable deal. Buy side due diligence: Acquiring companies hire Mazars to delve deep into a target company’s financial statements and underlying information in order to raise any red flags to the acquirers attention prior to moving forward with the transaction. • Sell side due diligence: Selling companies hire Mazars to: • Identify potential issues that could affect the deal's outcome; • Produce vendor due diligence report in order to increase the buyer's trust level and willingness to pay top dollar.

26. WHAT WE DO | TRANSACTION PROCESS GENERAL CHRONOLOGY First Contact Letter of intent Due diligence Full involvement Negotiation Preparation SPA Partial involvement Signing of SPA Completion review Final Purchase Price Post-merger Integration Follow up on representations and Warranties Earn-out computation Partial involvement Effective date Closing date Signing date

27. WHAT WE DO | DUE DILIGENCE OBJECTIVES Our objectives Client’s purpose Client’s purpose Our objectives • Analyze financial information disclosed by the seller that may be used by the client in contemplating the acquisition • Increase the buyers knowledge and information regarding the target company • Highlight strengths, weaknesses as well as risks and opportunities associated with the Target and the contemplated transaction • Provide information on key issues underlying the transaction (includingpost-merger period) • Decide whether to proceed with the transaction, at what price and under which conditions • Have strong support for the negotiation • Address post-merger issues • Facilitate the buyer’s sourcing of debt or equity • Be in a position to protect its interests in the transaction by incorporating specifics in the SPA Buy side Sell side • Minimize surprises and maximize transaction value by adding credibility and objectivity to the process, especially where there has been no financial audit • Facilitate and accelerate time to close • Increase competition between buyers and minimize buyer negotiations after the letter of intent • Collaborating with investment bankers to address risks early • Improving the accuracy of the historical and projected financial information contained in the marketing materials • Providing the buyer with a transparent, objective and credible view of the business • Identifying adjustments that impact EBITDA • Augmenting the client’s internal management resources with the experienced resources they need to complete the transaction • Provide support for the negotiation

28. WHAT WE DO | DUE DILIGENCE SERVICES Understand the Target’s organization and business operations Analysis of the historical income statement (two to three years) Balance sheet and Cash flow analysis (net debt, working capital, etc.) Current trading, budget & business plan analysis Report preparation

29. OUR PROFESSIONALS

30. WHO WE ARE | The team Michael Bernstein, Partner FAS - Private Equity Leader Steve Kops, Partner FAS Pierre-Marie Lagnaud, Partner FAS and International Services (O) +1 212-375-6533 (C) +1 917-282-8496 Michael.Bernstein@MazarsUSA.com (O) +1 212-375-6852 Steven.Kops@MazarsUSA.com (O) +1 212-375-6878 (C) +1 646 528 9502 Pierre-Marie.Lagnaud@MazarsUSA.com Steven specializes in leading financial and accounting due diligence on behalf of private equity groups, corporations, management teams (MBOs) and providers of alternative financing including mezzanine debt. His experience includes standalone platform buyouts, add-on acquisitions, carve-outs, and minority and growth equity investments. Steven has expertise in assessing quality of earnings, evaluating management’s projections, analyzing cash flows and working capital, assessing post-acquisition cash requirements, and GAAP compliance. He is also experienced in assessing collateral values for various types of financing transactions on behalf of the lending community and is also a member of the Mazars global Corporate Finance Group. Michael leads the Private Equity Practice and is a Senior Advisor to the Executive Committee. Michael’s more than 40 years of experience encompass a diverse group of clients, including private equity funds, commercial banks, investment banks, and mezzanine lenders. A recognized expert in transaction services, corporate finance, and mergers and acquisitions, he assists both public and private companies with financing transactions and private placements. Michael graduated from Baruch College of the City College of New York (now City University of New York) with a Bachelor of Business Administration in Accounting. He did post-graduate work at New York University Stern School of Business. Pierre-Marie is a partner in the Financial Advisory Services group and has more than 21 years of experience including 16 years of experience in the US providing auditing and advisory services. Pierre-Marie is specializes in financial and tax due diligences on cross-border transactions. Transactions range from large multinational to mid-size acquisitions. His most recent transactions include acquisitions in the Consumer goods, Technology, Media & Entertainment industries.  The major clients Pierre-Marie has served include a number of sizable multinational corporations with investments and operations in the US, such as Essilor, Lagardere, Hachette Book Group, Ingenico, Technicolor, Safran Arkema, Bureau Veritas and SEB.

31. WHO WE ARE | THE TEAM • Raphael Destieux • Senior Manager, FAS • Pierre Bonneau • Senior Manager, FAS (O) +1 212-375-6806 (C) +1 917-282-8496 Raphael.Destieux@MazarsUSA.com • (O) +1 646-315-6129 • (C) +1 347-596-6530 • Pierre.Bonneau@MazarsUSA.com Raphael has 5 years of experience in providing financial and audit services to Mazars’ clients in the US. He has been involved in M&A transactions, performing and managing buyers and vendors financial due diligences for strategic buyers and private equity firms. Raphael graduated from EM Lyon Business School (France) with an MSc in Management and from Sciences Po Strasbourg (France) with a Master degree. Raphael passed all four sections of the uniform CPA exam. Raphael was involved on several cross-border due diligences with global corporations such as Alstom, Axens, Trescal, Lagardere and Alten. Pierre is a Senior Manager within the Transaction Services department of Mazars USA. He has 6 years of experience in providing financial and audit services to private and public companies in France and in the US. He has been involved in M&A transactions, performing and managing financial due diligences for strategic buyers and private equity firms in diversified business sectors: manufacturing, distribution, media and entertainment. Pierre was involved on several cross-border due diligences with global corporations such as Hachette Book Group, Bureau Veritas, Arkema and Alten. His audit experience with Global Groups in the Manufacturing and Distribution sectors has developed his experience in both IFRS and U.S. GAAP and their application for the consolidation of foreign subsidiaries.

32. Michael Bernstein Private Equity Practice Leader Michael.Bernstein@MazarsUSA.com Steve Kops Partner Steve.Kops@MazarsUSA.com Pierre-Marie Lagnaud Partner Pierre-Marie.Lagnaud@MazarsUSA.com CONTACTS