3. CUTWATER SHIFT THE NEW MERGERS & ACQUISITIONS COMPANY We Serve the “Merged Entity”

4. GROWTH Profit Growth International (PGI) operates a very robust performance improvement and employee motivation program geared for Fortune 500 clients and powered by Maritz Motivation and its affiliated companies. Maritz has helped its clients generate more than $85 Billion in incremental profits from their investment in incentive programs while working with approximately 50% of the Fortune 500 companies over their rich history. PGI has a half-dozen seasoned veterans with the equivalent of two centuries of running performance improvement programs for over 100 companies. Through Maritz and PGI, we are bringing these critical and proven programs to companies that would otherwise not qualify. In conjunction with Cutwater Shift and our proprietary Merger Precision SM system, we are increasing value and providing lucrative and attractive exit strategy options to principals and shareholders, even in difficult market conditions.

5. GROWTH Let’s take a look at the specific areas where PGI and Maritz help bring Cutwater Shift’s clients to their maximized “saleable” value before initiating a transaction. The Fortune 500 motivation and rewards programs of Maritz are implemented through:  Direct Sales  Motivate & reward salespeople based on customer demands  Indirect Sales  Develop and motivate key stakeholders and partners  Operations  Productivity/Efficiency/Cost Reduction  Human Capital  Unified vision connects personal goals with company goals to increase focus, motivation and customer satisfaction while reducing absenteeism, turnover and safety/work-comp claims  Customers  Drive customer satisfaction/loyalty through rewards programs

6. GROWTH The benefits to performance improvement systems such as Maritz Motivation & Rewards can prove to be the key to increasing salability of a company with the millions of dollars in increased revenues and cost savings. Below is an example of the financial benefits of engaging PGI and Maritz to improve performance and motivation.

7. EXIT STRATEGY  As Cutwater Shift leads the new M&A industry forward, an Exit Strategy is defined as more of a transition than an exit  We work with both companies before a transaction to ensure synergy and a seamless event  Afterwards, there are a series of earn-outs that keep all parties motivated to improve the “merged entity” as it grows into the future  The seller, in the case of an acquisition, is motivated to pass off their company in the best condition possible because the more successful the new entity becomes, the better the earn-out for them  In the case of a merger, both entities are motivated to make the new entity successful  And, in Cutwater’s case, we benefit right along with the ownership as our compensation model is tied to performance and sustainability

8. CUTWATER SHIFT THE NEW MERGERS & ACQUISITIONS COMPANY We Serve the “Merged Entity” Contact Information Christopher Riley, Managing Partner & CEO Philadelphia: 484-393-2380 New York: 646-470-2380 St. Louis: 636-388-8733 www.cutwatershift.com www.cutwatershift.com E-mail: cr@cutwatershift.comcr@cutwatershift.com