Executive Overview Presentation

1. Prepared by Smith Growth Partners Executive Overview Presentation www.smithgrowthpartners.com Summer 2012

2. Introduction About The Business Exit Forum (BEF): • Formed as a nonprofit educational institution. • A nationwide network of subject matter expert members who are preeminent trusted advisors to mid-market companies at all stages of organizational growth and exit. • Serves an indispensible role for companies as they move through various strategic growth inflection points on their way to a graceful business exit. • Helps guide business owners and executive management teams (primarily of closely-held companies) through critical stages of the exit planning process—and beyond.

3. Expectations A Long-Term Strategic Play • This is a long-term marketing investment designed to parallel the overall exit market. • Progressive concept on the leading edge of adoption curve (below). • Reasonable short-term goal(Y2 or Y3), a member will be able to track 1 or 2 key clients per year to their membership. • Potential members should be committed to the long game in order to see exponential growth that parallels the exit planning market wave now forming. • The BEF should decline prospective members that are overly focused on immediate lead flow. • Abundance vs. scarcity mindset—values match is critical. • Exponential success is possible beyond 3-year window.

4. The Market The market is perfectly primed for a concentrated, orchestrated play in the exit planning—in all its forms. • A record number (nearly 1 in 3) businesses are set to change hands within the next 10 years. • “Boomer” businessowners are in a situation (having seen 2 market crashes in the last decade) whereby they need a meaningful liquidity event from their businesses in order to make up lost ground—and they have to get it right. • Business owners are realizing there is no macro-economic catalyst (fiscal budget, consumer spending frenzy, real estate boom, etc.) on the horizon to inflate multiples. 29% of businesses are expected to transition in the next 10 years.* *Grant Thornton, 2012

5. The Market (continued) • The uncertainty of the economy (which is generally depressing business value multiples) is good for people in the exit planning business. • In a culture of “experts” and information overload, it is difficult at best for companies to sort through the noise and establish who the real talent is. • The Business Exit Forum provides a strong Value Proposition to the exit market based on a solid, core team of top-tier advisors.

6. Exit Prospects Who are the ideal exit prospects for the Business Exit Forum?

7. Exit Prospect Profile Industries • Industry agnostic; preference for technology companies, because they tend to have higher valuations (relative to traditional industry peers) and PE multiples w/ management that may “cash out” and reinvest in other businesses. Revenue Range • Middle market companies between $10M and $200M in annual gross revenue. Inflection Point(s) • Should be at key inflection point at which it makes sense to seek the counsel of exit planning professionals: Business Growth and Value Development, Transaction of the Business, Transition to the Next Step. “At Threshhold” • Exit prospect must be “at threshold” (and thus open to new answers) with their current situation, internal team and/or external resources.

8. Exit Prospect Profile “WIFM” (What’s In It For Me) Expertise • The ideal exit prospect is seeking and respects outside subject matter expertise that it does not possess internally, nor have access to externally. Simply put, they “do not know what they do not know” and must seek knowledge to grow and exit successfully. Objectivity • What gets a company to its current level (knowledge, resources, advisors) will likely not be able to take it to the next level. The strategic inflection points that the BEF addresses are the perfect points at which to bring new objectivity to the company’s challenges. Probability • Seek the counsel of exit planning professionals: Business Growth and Value Development, Transaction of the Business, Transition to the Next Step in order to increase the probability of “getting it right” the first time – because it might be the only chance they get.

9. Exit Prospect Profile Business Life Cycle • Early Stage • Growth & Expansion • Maturation & Transition • Post-Transition “Helping Owners Identify Strategic Inflection Points and Make the Best Decisions at These Key Forks in the Road.” • Estate, Insurance Planning • Lifestyle Maintenance • Exit Planning • Financial Planning • Wealth Management • Legacy Protection • Valuation/Audit • Business Transfer Prep • Exit Planning • External: Strategic Buyer, Financial Buyer • Internal: Employees, ESOP, Management Buyout • Gifting • 401K/Employee Group Benefits • Credit Line • Cash Flow Management • Capital Needs • VC • Mezzanine • Private Equity • IPO • Retention of Key Employees • Non-Qual, Deferred Comp • Stock Option Plans • Exec. Financial Planning • Organic Growth Strategies • Mergers & Acquisition • Risk Management • Commercial Banking

10. Potential BEF Members Who are potential members of theBusiness Exit Forum…and what’s in it for them?

11. BEF Member Profile • Renowned Expertise • Top-tier, recognized and credentialed (if applicable) experts in one of the following areas:

12. BEF Member Profile New England BEF New York BEF Mid-Atlantic BEF Midwest BEF Geographies • Continental United States. Key U.S. geographies include: • New England • New York • Mid-Atlantic • Midwest • Mountain • Pacific Industries • Industry-agnostic, specialinterest in tech firms Values • Most important factor in admission; member operates with a fundamental spirit of abundance—“playing for the other guy” is ingrained in their DNA Mountain BEF Pacific BEF

13. Marketing Strategy Overview Subject Matter Areas 1. Business Growth & Value Development • Business Valuation • Certified Valuation Analysts • Strategic Planning Management Consulting • Growth Strategy • Strategic Planning, Implementation and Management • Retention of Key Employees • Compensation Specialists • Non-qualified Deferred Compensation Specialists • Investment Banking • Investment Banks & Private Equity Funds • IPO Specialists • Risk Management • Sustainability and Protection of Business • Commercial Banking 2. Transaction of the Business • Corporate Transaction (legal and accounting) • Contract Law • Certified Public Accountants • M&A • Sale • ESOP • Access to Capital and Exit Planning 3. Transition to the Next Step • Financial Advisement • Wealth Managers • Investment Advisors • Estates and Trusts • Estates and Trusts Attorneys, as well as CPAs

14. Marketing StrategyCompetitor Review Three levels of competition—but no really well formulated institutional competition. Vistage CEO and Peer AdvisoryHave the ear of CEOs—if already not in exit business, will likely be doing it soon XPX Exit Planning Exchange is “co-petitor” with possible synergies with the BEF Retired CEOs Serving as the “expert” consultant to business owners and companies “Elements of the BEF concept are present in the market but there is not (as of yet) another exit focused, organized, institutional play in the market.”

15. BEF National Office Responsibilities: Member Benefits Content Development and Distribution • Create exclusive exit planning content (articles, white papers) for use by members • SmartCEO • Edited to book format • Aggregate member-developed content • Build/maintain searchable exit content library with lead capture and alert system • Maintain BEF database • Distribute BEF content via: • Rich email newsletter • Blog • AP wire service • BEF regional member database • BEF acquired database • Trade association member database • Trade association newsletters

16. BEF National Office Responsibilities: Member Benefits Events, Seminars and Webinars • Event and seminar experience design • Live events and seminars • National Forum (1x per year) • “Best of the Best” Roadshow • BEF seminars in national trade associations • Attract and secure national speaking talent • Webinars • Quarterly exit webinars • Facilitated case studies with post-exit CEO • Training, Coaching and Support • Help build regional BEFs • Member selection/enrollment/management • Marketing and governance coaching • Support of regional BEFs • Governance & administrative guidance • Marketing/event marketing tools and support • Best practice development and collaboration

17. BEF National Office Responsibilities: Member Benefits Marketing Infrastructure • Build and maintain web portal • Build, acquire, maintain national prospect database • Manage national PR effort • Buy and manage trade and online advertising • Create and manage newsletter and quarterly publication • Email marketing support (drip marketing and follow-up calls) • Manage social media platform: Facebook, Twitter LinkedIn, YouTube channel

18. BEF Member Benefit Summary • Strategy • Marketing • Marketing Communication • Public Relations • Social Media • Event Marketing and Promotion • Content Development/Distribution • Affinity with Business Exit Forum • Awareness—Visibility—Leadership • Exclusivity = Lead Generation + Proximity Member Investment: $12,500 per year Value: ??????????

19. BEF Regional OfficeMember Responsibilities • Regional Forum onboarding and management • Secure regional venues • Promote Regional Forums • Live seminars • Online webinars • Support fellow BEF member events • Employ marketing tactics provided by National BEF office • Contribute content to: • National office for distribution • Distribute content to their database and network • Serve as SME on panels and webinars • Attend BEF regional and national events • Promote BEF regional and national events to clients, prospects and database • Meet CEOs and core executive in BEF • Share relationships with fellow BEF members • Close deals! = support from National BEF

20. Fully Loaded Annual Budget 6 regions 12 subject matter areas 2 members per region 144 x $12,500 = $1.8 million 50/50 split between national office and regional office

21. Development Milestones &

22. Sample Regional Event Calendar June July August September Regional Seminar Regional Webinar Regional Seminar Regional Webinar Member Meeting Regional Breakfast Event Regional Cocktail Hour 2013 National BEF Retreat October November December January Member Meeting Member Meeting Regional Seminar Regional Webinar Regional Breakfast Event Regional Cocktail Hour February March April May Member Meeting Regional Seminar Regional Webinar Regional Breakfast Event Regional Cocktail Hour Regional Breakfast Event Regional Cocktail Hour

23. One-Day Workshop Example Private workshops and symposiums for BEF members