Peter A. Sokoloff & Co. Specializing in Mergers and Acquisitions of Security and Telecommunications Companies. Peter A. Sokoloff & Co. 550 North Brand Blvd. Suite 1650 Glendale, CA (818) , fax (818)

Sokoloff & Company's mission is to provide intelligent, capable and timely advisory services to its clients, serving as a catalyst for healthy corporate growth by bringing together value- added financial and industry partnerships. Corporate Mission Statement

About Sokoloff & Co. 24 Years Investment Banking Experience Leading Specialized Sector M & A Firm

About Peter A. Sokoloff & Company Sokoloff & Company is an investment banking firm specializing in Telecommunications and Security mergers, acquisitions, debt and equity placements. Its founder, Peter A. Sokoloff has some 23 years of investment banking experience. Before founding Sokoloff & Co. in 1997, Mr. Sokoloff was co-founder, Executive Vice President and COO of investment banking firm, Cable Investments, Inc.. During a ten year period, Mr. Sokoloff successfully led the firm and its 22 employees through the completion of over $1 billion of debt, equity, acquisition and merger transactions. Pete Sokoloff began his investment banking career in 1980, working for Bill Daniels, known as the “father of cable television.” Mr. Daniels’ investment banking firm, Daniels and Associates has been a leading investment banking house serving the telecommunications field. Mr. Sokoloff provided financial analysis and developed the support infrastructure for the investment banking and brokerage organization. While with Daniels, he also assisted The Centennial Fund, which today is the largest Rocky Mountain venture capital organization, in raising its first fund’s capital. Mr. Sokoloff has advised and consulted with many major companies in the telecommunications field, including Time-Warner, TCI, McCaw Communications, U.S. West, Comcast Corp., Cox Communications, Century Telephone and many other firms serving the cable television, wireless and telephone industries. He has served as an appraiser and expert witness regarding telecommunications valuations for numerous clients ranging from the Internal Revenue Service to Paul Kagan Associates.

Security Industry Coverage

Telecom Industry Coverage Billing and Finance Newsletter

Success with Buyers and Sellers “They suggested several companies for our consideration before we selected GeoEconomics. Then they worked with us to close this important transaction in record time. Sokoloff & Co. has the contacts...and they know how to think strategically in the OSS market. We are very pleased with the outcome and will work with them again.” — Jim Odom, Martin Group CEO “Sokoloff & Co. quickly earned our trust and confidence. They served both sides well with expert advice and direction. From the beginning to the end of a very complex process, we depended on them - and they delivered.” —Matt Swenson, GeoEconomics CEO "Last year we retained Sokoloff & Co to assist us through the complex process of selling our company. Sokoloff did an excellent job of preparing collateral information and contacting numerous qualified buyers. Several buyers visited us here in Maine and a representative from Sokoloff was at every meeting. Ultimately, we were acquired in a strategic transaction with Boston Communications Group. Sokoloff & Company's services were very valuable to us; my partners and I thank them for their help, enthusiasm and guidance." --Dave Packhem, CEO Infotech Solutions Corp. "The Boston Communication Group had the opportunity to work with Sokoloff & Co. during a recent acquisition we concluded. Upon the closing of this transaction, we expressed our thanks to the staff of Sokoloff & Co. for presenting this company to us. We found that whatever information we needed, we could count on their office to provide answers to our questions. Given Sokoloff & Co.’s expertise in mergers & acquisitions, their domain knowledge, sincere character and flexibility in solving complex problems, I would recommend their services to anyone who needs them." --EY Snowden, CEO, Boston Communications Group, Inc.

Extensive Industry Knowledge Base Sokoloff & Co. tracks thousands of public and private Security and Telecommunications companies worldwide. We regularly meet with, and constantly gather market intelligence about these companies; We build strong relationships conducive to facilitating transactions. These companies cover the entire spectrum of telecom and security firms.

Sokoloff & Co. has built an extensive and comprehensive database of buyers and sellers in the Security and Telecommunications Industries. We can quickly source and match the best candidates, initiate discussions and help you present your opportunity to a worldwide audience among our network of thousands of targeted, highly qualified buyers and sellers. We also know our industries; we speak your language and can help you make intelligent choices about strategy, targets and business plan. Whether you desire to buy, sell or merge, Sokoloff & Co. can streamline the entire process. Our capabilities are designed to greatly improve your odds of closing a successful M&A, while minimizing executive time and effort spent. RapidMatch ™

RapidMatch Menu of Services Market Canvassing Negotiation Advisory Due Diligence Preparation of Collateral Information Integration Business Planning Closing Management

Sokoloff Business Principals Sokoloff & Co. represents either seller or buyer in each transaction, never both. We insist on full disclosure, because the trust and confidence that closes a transaction can only be generated when buyer and seller are completely open with each other. We never lose sight of the fact that M&A success is measured against how well things go after the closing of the transaction.

The Duties of the Seller’s Broker Conduct Full, Honest Disclosure. Provide an expected valuation range to the client. Prepare Executive Summary and Offering Memorandum. Identify qualified M&A prospects. Contact prospects and solicit interest. Attend and supervise prospect site visits. Oversee the bidding process and facilitate negotiations. Manage the closing of the transaction. Merger & Acquisition Fundamentals:

The Duties of the Buyer’s Broker Work with the Buyer and develop a workable and realistic target strategy Survey identified prospects to narrow selection and establish target companies. Conduct preliminary target due diligence with our client. This typically includes site visits, review of financial & operating data and valuation. Facilitate a favorable negotiation outcome and complete a Letter of Intent. Act as project manager to efficiently and accurately put the transaction through final due diligence, legal documentation and closing. Merger & Acquisition Fundamentals:

Contact Sokoloff & Co. Pete Sokoloff , Bernie Walko , Peter A. Sokoloff & Co. 550 North Brand Blvd. Suite 1650 Glendale, CA (818) , fax (818)

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