Copyright ©2011 Whitehawk Advisory, LLC

Specializing in M&A Advisory, Capital Formation and Valuation Services for Emerging Growth and Middle-Market Technology Companies

Executive Overview of WhitehawkAdvisory

2 Securities offered through Westlake Securities, LLC, member of FINRA and SIPC

Whitehawk Advisory provides investment banking services that enable our clients to achieve their strategic and financial goals, including the realization of liquidity, the acquisition or divestiture of business assets, or the attainment of a key partner for strategic growth. We are highly proficient in creating markets for privately-held compa-nies as a means to achieve shareholder designs based on value, strategic/cultural fit, liquidity or other transaction objectives.

Specializing in M&A Advisory, Capital Formation and Valuation Services for Emerging Growth and Middle-Market Technology Companies

INDUSTRY FOCUS: Enterprise SoftwareWeb & Information ServicesSemiconductors & Capital EquipmentTech-enabled ServicesCommunications & Networking EquipmentTechnology DistributionTest and Measurement

3Securities offered through Westlake Securities, LLC, member of FINRA and SIPC

Our experience has taught us that successful deals result from a thoughtful, customized, and multi-faceted transaction process that maximizes value and financial consideration, while mini-mizing risk for the client.

We execute transactions in concert with our clients’ defined acquisition strategies.

Identification and Planning – Collaborate with manage-ment to determine acquisition criteria and identify pro-spective target companies. Gather high level information about target companies to determine fit with acquisition strategy. Utilize feedback from potential targets to deter-mine success probability and further inform strategy. Analysis and Valuation of Prospective Targets – Utilize initial information to narrow potential candidates for fur-ther due diligence. Coordinate efforts with internal team members to analyze targets in comparison to acquisition criteria. Determine target valuation using market-based data as well as internal return benchmarks.Support Internal Communications – Develop financial analyses and presentations enabling client management to effectively communicate the acquisition’s strategic and financial rationale to management, board of directors, and key investors.Transaction Negotiation – Determine best deal structure based on financial, legal and tax considerations, negotiate or assist in negotiating transaction, and work with client’s legal team to progress from LOI to definitive transaction documents.

Defining M&A objectives and performing a valuation analysis;Assisting in the preparation of a thorough, confidential memorandum which best presents the prospects and op-portunities offered by the business to potential acquirers;Identifying a comprehensive list of potential strategic and financial buyers, including potential cross-border M&A counterparties;Overseeing management presentations and the due dili-gence process;Working with the client’s attorneys and accountants to anticipate and manage potential issues that may arise during the transaction process;Negotiation and structuring of a transaction to achieve the best possible price and terms; andProviding whatever assistance is needed to achieve our client’s objectives.

Our sell-side M&A engagements typically involve:

Sell-Side M&A Advisory Acquisition Advisory

Investment Banking

Private Placements

We arrange private placements of equity and/or debt to achieve various objectives:

We provide thoughtful representation to our clients at every stage of an M&A trans-action.

Finance growth, working capital or acquisitionsAssist a client company’s recapitalization or capital restruc-turing programBroaden the company’s shareholder base or provide liquid-ity to shareholders

Through our extensive contacts in the venture capital, private equity, mezzanine debt, and strategic investor communities, we introduce clients to qualified investment partners. The market for private capital is fragmented, highly negotiated and con-stantly changing – our working relationships with institutional providers of capital ensure our clients efficient access to this market.

4 Securities offered through Westlake Securities, LLC, member of FINRA and SIPC

As required by the Internal Revenue Code, Section 409A, privately owned companies must demonstrate that stock options are not be-ing issued with an exercise price below fair market value at the time granted, or potentially face tax liabilities for both the company and the stock option recipient. To significantly decrease the potential for this liability, companies may rely upon an independent IRC 409A valuation from a qualified valuation firm to determine the fair mar-ket value of the options granted. This type of valuation is typically completed prior to the grant of options, and IRS guidelines indicate that updates to the valuation should be performed no less frequently than once every 12 months, or more frequently if company-specific circumstances indicate an increase in the market value of the com-pany that had not been contemplated in the original valuation.

Following the completion of an acquisition, the buyer must ac-count for the assets acquired and liabilities assumed. The pro-cess involves identifying and valuing each of the tangible and intangible assets transferred to a buyer. We have significant experience in performing purchase price allocations under FASB ASC 805 (SFAS 141R) on behalf of middle market technology companies.

Subsequent to an acquisition, the buyer is required to peri-odically reexamine the value of goodwill acquired through a two-step process to test for and subsequently measure the impairment of goodwill. Obtaining an independent valuation of intangible assets to satisfy financial reporting requirements can insure compliance and also be an effective way to increase financial management efficiency following an acquisition.

IRC 409A Compliance Purchase Price Allocation

Valuation Services

Fairness OpinionsValuation at Intangibles & goodwill impairment

We help management, boards of directors, and special commit-tees to fulfill their fiduciary responsibilities - providing them with unbiased opinions supported by comprehensive analyses regarding the financial fairness of pending transactions. Our fi-nancial expertise and transaction experience are supplemented by independent judgment, and enable us to act as a trusted ad-visor for a diverse group of middle-market clients.

We have experience valuing companies and their underlying securities in nearly all types of change-of-control transactions, and have provided fairness opinions in all of the following cir-cumstances:

Private Company Stock Option Valuations

Affiliate and insider transactionsMergers/recapitalizations involving hybrid considerationRelated-party transactionsSynergistic mergersTransactions involving competing offersDown-round financing

Independent transaction analysisfor fiduciaries

5Securities offered through Westlake Securities, LLC, member of FINRA and SIPC

Alex founded Whitehawk Ad-visory in 2009 and manages the firm in its technology-centric investment banking and financial advisory focus. During the past 10 years, he has led or played a key advi-sory role in 20 middle-market transactions representing approximately $400 million in transaction value. These transactions have included

strategic sales to industry-leading companies based domesti-cally as well as internationally; growth equity and recapitaliza-tion transactions involving a number of private equity funds managing in excess of $1 billion; and over 100 advisory en-gagements with closely-held, VC-backed and publicly-traded companies.

Prior to founding Whitehawk, Alex was part of the original team at Westlake Securities and was with the firm from its inception in 2002 until departing in 2009 to create Whitehawk Advisory. While a partner at Westlake, he initiated and led the firm’s fi-nancial advisory services practice, served as Westlake’s practice leader in technology investment banking, and was the firm’s Chief Financial Officer.

Prior to Westlake Securities, he began his career working with startup and emerging growth companies at The Capital Net-work, Inc., which produced the largest conferences for venture and private equity investors in Texas and the surrounding states. Alex holds securities licenses including Series 24, 27, 63, 7 and 79, and holds an Accedited Valuation Analyst certification from the National Association of Certified Valuation Analysts. He holds a BBA (Business Honors Program), BA (Plan II Honors Pro-gram), and an MPA (Professional Program in Accounting) from the University of Texas at Austin. Alex currently lives in Austin, Texas with his wife and two children.

“Alex was the principal investment banker who represented VI Technology that resulted in an equity sale of our company. He guided us through the process from start to finish, con-tinually providing valuable business advice and demonstrat-ing a thorough understanding of the process and the industry. I thoroughly interviewed many investment bankers prior to choosing Alex and believe he fully lived up to my high expec-tations for fullfilling this critical role for our company.”

Richard HousePresident of VI Technology, sold to Aeroflex, Inc., now Aeroflex Holding Corp (NYSE:ARX).

“Alex did a great job and I would highly recommend him! I was unfamiliar with the acquisition process, so he patiently navigated us through each step... all the way to a successful acquisition by a larger company. Alex was personable, easy to work with, and very competent. He kept our interests in mind throughout the process and his expertise made a big differ-ence. I am very pleased with the results and highly recom-mend him to others!”

Darrin DaigleFounder and CEO of InCircuit Development Corporation, sold to Constellation Software (TSX:CSU).

Required Legal Disclaimer:These testimonials may not be representative of the experi-ence of other clients. They are not a guarantee of future per-formance or success.

Leadership What our clients say:Alex Klingelberger, Managing Director

About

6 Securities offered through Westlake Securities, LLC, member of FINRA and SIPC

Within Whitehawk’s core technology industries as well as several other growth industries, we have broad experience in advising clients on a range of corporate finance transactions, as shown in the following chart.

About

Enterprise Software

Web/Information Services

Semiconductors/Capital Equipment

Tech-Enabled Services

Communications/Networking Equipment

Technology Distribution

Test and Measurement

Life Sciences & Healthcare

Financial Services

Other

Sell-side M&A

Advisory

Buy-side M&A

Advisory

Capital Formation

Financial Advisory

Experience

7Securities offered through Westlake Securities, LLC, member of FINRA and SIPC

We have successfully executed a diverse range of investment banking and financial advisory assignments, ranging in transaction value from approximately $1 million to over $100 million. The following is a list of representative transactions completed while at Whitehawk Advisory or with predecessor firms:

Experience

About

Whitehawk Advisory, LLC4101 Parkstone Heights, Suite 255Austin, TX 78746Phone: (512) 514-1156 www.whitehawkadvisory.com

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