1. MARCH 29 TH, 2016 Member FINRA / SIPC ACC Panel Portland March 29 th, 2016

2. 1  Advise and assist in defining company’s strategic and financial objectives  Position the company, its business plan, its business model, and any other aspect of the company to maximize the outcome for company’s stakeholders  Make the market for the anticipated transaction  Prepare a confidential information memorandum (CIM), financial model and management presentation and related materials for distribution to interested parties reviewing the company’s business operations, technology, financial information and forecasts, organization, regarding a potential transaction  Identify and contact all potential counterparties to the transaction  Lead and advise in the company’s discussions with all interested counterparties, management of all interested counterparties regarding the transaction, such that the transaction value is maximized and the deal terms are optimized  Advise and assist with all aspects of due diligence  Lead the negotiation of all transaction documents and ensure the successful closing of the transaction Investment Bankers Role

3. 2  Deep domain expertise and industry knowledge  Experience in the type and size of the anticipated transaction -M&A sellside, M&A buyside, PE capital raise -Private / Public -Deal size: »Small: Enterprise Value $0 to $20MM »Medium: Enterprise Value $20 to $500MM »Large: Enterprise Value > $500MM  Senior leader ; Access to senior people at counterparties  Trusted advisor to management team, GC, key stake holders, board of directors -‘Quarterback’ the transaction process: »Strategic positioning »Solicitation of counterparties »Negotiation of NDAs and LOIs »Manage due diligence »Manage negotiation of definitive agreements »Close transaction  Operating experience, a big plus Investment Banker Selection Requirements

4. 3  Advisory relationship -Exclusive -Defined services -Independent contractor to company  Term, termination, tail -Auto renew -Mutual termination after period -If company signs definitive agreement for a transaction during the term or within a period after the end of the term, company shall pay success fee  Information and Confidentiality -Company agrees to provide requested information -Company will inform investment bank if any information is materially inaccurate, incomplete or misleading -Company agrees that investment bank bears no responsibility for accuracy and completeness of information -During term and for a period after the end of the term, investment bank will treat all non-public Information confidentially and will not disclose such Information -Company acknowledges that any written or oral advice that investment bank provides is exclusively for use of Board and senior management and may not be disclosed to any third party Key Elements of an Engagement Agreement * (1) * Sample Cascadia Capital Engagement Agreement provided in the materials

5. 4  Fees and expenses -Engagement fee -Out of pocket expenses -Success fee »Based on Transaction Value (for control transactions) or Proceeds (for minority investments) »Often negotiated item: Success fee net or gross of engagement fee  Definition of Transaction Value -Total value of all consideration (including cash, royalties, securities, or other property) paid or received or to be paid or received, directly or indirectly, in connection with the transaction, plus the amount of any indebtedness that is assumed in connection with the transaction, as well as any earn-out or contingent payment -If the transaction takes the form of a recapitalization or similar transaction, Transaction Value will also include the value of all equity interests on a fully diluted basis retained by the shareholders of the Company -If any portion of the Transaction Value is payable in the form of securities, the value of such securities, for purposes of calculating the Success Fee, will be determined based on the average closing price for such securities for the twenty (20) trading days prior to the closing of the transaction -In the case of securities that do not have an existing public market, the Success Fee will be determined based on the fair market value of such securities as mutually agreed upon in good faith by each of us prior to the closing of the transaction -If consideration for the transaction includes any amounts received into escrow, the Success Fee shall be payable upon the establishment of such escrow -Portion of the Success Fee relating to any earn-out or contingent payments shall be paid upon the closing of the transaction »Often negotiated item: When is fee associated with contingent payments to be paid Key Elements of an Engagement Agreement (2)

6. 5  Indemnification -Indemnify and hold harmless investment bank and its affiliates from and against any losses, claims, damages and liabilities, joint or several, in connection with or arising from (i) any transaction contemplated by Agreement or the performance of their services or (ii) untrue statement or omission by Company or its affiliates -Will reimburse each investment bank for all reasonable fees and expenses as incurred -Company not liable for any Damages and related Expenses to the extent that any Damages resulted from gross negligence, bad faith or willful misconduct of investment bank Key Elements of an Engagement Agreement (3)

7. 6  CIM: -Intellectual property -Litigation -Cap table -Compliance  Data room preparation  Interaction/coordination with investment bank and outside counsel  NDAs -Support investment bank in negotiation  LOIs -Support investment bank in negotiation  Due diligence: -Contacts -Intellectual property -Interaction/coordination with investment bank, outside counsel and counterparty counsel  Definitive agreements negotiation -Interaction/coordination with investment bank, outside counsel and opposing counsel -Key elements of SPA (or equivalent) -Employment agreements -Escrow agreement GC’s Role in an M&A or Private Equity Processes