Your Securities Compliance SolutionYour Securities Compliance Solution

Burch & Company, Inc.Burch & Company, Inc. is is a member of a member of FINRAFINRAFINRAFINRAFINRAFINRAFINRAFINRA and and SiPCSiPCSiPCSiPCSiPCSiPCSiPCSiPC

The ProblemThe Problem

� M&A Intermediaries are in danger of acting as “UNREGISTERED BROKER/DEALERS” when involved in stock or debt sales

� Deals may not close without proper licensing and transactions may be rescinded

� Both the American Bar Association (ABA) and the Alliance of Mergers and Acquisitions Advisors (AMAA) have put forth reports and recommendations to the SEC to address this issue, however there is no guarantee of relief, nor known timeframe as to when the SEC shall make a decision

Overview of our FirmOverview of our Firm

�� SECURITIES BROKER/DEALERSECURITIES BROKER/DEALERSECURITIES BROKER/DEALERSECURITIES BROKER/DEALERSECURITIES BROKER/DEALERSECURITIES BROKER/DEALERSECURITIES BROKER/DEALERSECURITIES BROKER/DEALER REGISTERED IN REGISTERED IN ALL 50 STATESALL 50 STATESALL 50 STATESALL 50 STATESALL 50 STATESALL 50 STATESALL 50 STATESALL 50 STATES

�� REGISTERED WITH THE REGISTERED WITH THE SEC,SEC,SEC,SEC,SEC,SEC,SEC,SEC, FINRAFINRAFINRAFINRAFINRAFINRAFINRAFINRA and and SiPCSiPCSiPCSiPCSiPCSiPCSiPCSiPC

�� FORMED IN 2000FORMED IN 2000

�� CORPORATE OFFICES LOCATED IN KANSAS CITY, MOCORPORATE OFFICES LOCATED IN KANSAS CITY, MO

�� Membership agreement with FINRA allows individualsMembership agreement with FINRA allows individuals licensed licensed through our firm to conduct through our firm to conduct FINANCIAL ADVISORY SERVICES FOR FINANCIAL ADVISORY SERVICES FOR SELLSELL--SIDE, BUYSIDE, BUY--SIDE AND TRANSACTION MERGERS AND SIDE AND TRANSACTION MERGERS AND ACQUISITIONSACQUISITIONS ENGAGEMENTS

Our StrategyOur Strategy

�� Provide Provide NATIONWIDE LICENSING PLATFORMNATIONWIDE LICENSING PLATFORMNATIONWIDE LICENSING PLATFORMNATIONWIDE LICENSING PLATFORMNATIONWIDE LICENSING PLATFORMNATIONWIDE LICENSING PLATFORMNATIONWIDE LICENSING PLATFORMNATIONWIDE LICENSING PLATFORM for M&A for M&A Intermediaries & finders who wish to participate in securitiesIntermediaries & finders who wish to participate in securities--related transactionsrelated transactions

�� Provide Provide SIMPLESIMPLESIMPLESIMPLESIMPLESIMPLESIMPLESIMPLE, , , , , , , , QUICKQUICKQUICKQUICKQUICKQUICKQUICKQUICK avenue to licensing for individuals with avenue to licensing for individuals with painless painless LOW COSTLOW COSTLOW COSTLOW COSTLOW COSTLOW COSTLOW COSTLOW COST to entryto entry

�� Create Create ATTRACTIVE SHARING ARRANGMENTSATTRACTIVE SHARING ARRANGMENTSATTRACTIVE SHARING ARRANGMENTSATTRACTIVE SHARING ARRANGMENTSATTRACTIVE SHARING ARRANGMENTSATTRACTIVE SHARING ARRANGMENTSATTRACTIVE SHARING ARRANGMENTSATTRACTIVE SHARING ARRANGMENTS, negotiated to , negotiated to suit individual business models and situationssuit individual business models and situations

�� Become Become THE GO TO BROKER/DEALERTHE GO TO BROKER/DEALERTHE GO TO BROKER/DEALERTHE GO TO BROKER/DEALERTHE GO TO BROKER/DEALERTHE GO TO BROKER/DEALERTHE GO TO BROKER/DEALERTHE GO TO BROKER/DEALER for the M&A community for the M&A community by providing by providing flexibilityflexibilityflexibilityflexibilityflexibilityflexibilityflexibilityflexibility, , fair pricingfair pricingfair pricingfair pricingfair pricingfair pricingfair pricingfair pricing & & accessibleaccessibleaccessibleaccessibleaccessibleaccessibleaccessibleaccessible broker/dealer broker/dealer servicesservices

Strategic Licensing ModelStrategic Licensing Model

����Handle Annual Renewals, CE and Branch Office Audits

����Annual Audit Requirements

����Maintain E&O and Fidelity Bond Coverage

����ReviewConduct Due Diligence

����Respond to Regulatory Examinations

����OFAC Reviews

����Maintain required Written Supervisory Procedures

�������� Supervisory Responsibilities)

Securities-Related Compliance

All Securities DealsAll securities deals and registrations

Maintain Books and Records and Retention Requirements

����Maintain Principal licenses (FINOP, Compliance Officer, Two Principal Requirement)

��������Maintain active securities agent license licensing

����FINRA Membership in all 50 states

Independent ContractorIndependent ContractorIndependent ContractorIndependent ContractorIndependent ContractorIndependent ContractorIndependent ContractorIndependent ContractorBurch & CompanyBurch & CompanyBurch & CompanyBurch & CompanyBurch & CompanyBurch & CompanyBurch & CompanyBurch & Company

Licensing ProcessLicensing Process

Initial Meeting

••Negotiate Sharing Negotiate Sharing ArrangementsArrangements

••Due DiligenceDue Diligence

••Execute Independent Execute Independent Contractor AgreementContractor Agreement

Complete Questionnaire; Complete Questionnaire;

Burch conducts required Burch conducts required background checksbackground checks

Independent Contractor studies and PREPARES Independent Contractor studies and PREPARES to take exams. to take exams.

(48 hours to two week time period, depending on study habits, knowledge, available time)

Burch submits Form U4 to Burch submits Form U4 to FINRA, along with FINRA, along with Fingerprint Cards; Fingerprint Cards;

Rep schedules examsRep schedules exams

Rep passes two exams with 70% or Rep passes two exams with 70% or betterbetter

License active immediately upon License active immediately upon passing.passing.

FINRA Qualification Exam OverviewsFINRA Qualification Exam Overviews

Series 62Series 62Corporate Securities Limited Representative ExaminationCorporate Securities Limited Representative Examination

For individuals who will be selling only corporate securities (sFor individuals who will be selling only corporate securities (stocks and bonds) for a FINRA brokertocks and bonds) for a FINRA broker--dealer. Topic areas include: characteristics of corporate securidealer. Topic areas include: characteristics of corporate securities, registration, fraudulent and other ties, registration, fraudulent and other prohibited practices, and licensing of brokerprohibited practices, and licensing of broker--dealers, agents, and investment advisers.dealers, agents, and investment advisers.

Exam QuestionsExam Questions: 115 questions: 115 questions

Series 63Series 63Uniform Securities Agent State Law ExaminationUniform Securities Agent State Law Examination

Covers state laws and regulations as well as registration requirCovers state laws and regulations as well as registration requirements for brokerements for broker--dealers, agents, and dealers, agents, and investment advisers. Topics include: fraudulent practices and reinvestment advisers. Topics include: fraudulent practices and regulatory oversights.gulatory oversights.

Exam Questions:Exam Questions: 6565 questionsquestions

Series 7Series 7General Securities Representative ExaminationGeneral Securities Representative Examination

For individuals affiliated in various capacities by FINRA memberFor individuals affiliated in various capacities by FINRA member firms. Covers the solicitation, firms. Covers the solicitation, purchase, and/or sale of a broad range of investment products, ipurchase, and/or sale of a broad range of investment products, including stocks, bonds, mutual funds, ncluding stocks, bonds, mutual funds, municipal securities, options, and direct participation programsmunicipal securities, options, and direct participation programs. Also examines: debt securities, . Also examines: debt securities, investment banking, securities analysis, margin, and selfinvestment banking, securities analysis, margin, and self--regulatory organizations (SROs).regulatory organizations (SROs).

Exam Questions:Exam Questions: 250 questions250 questions

To cover M&A Activities, a registered representative will need tTo cover M&A Activities, a registered representative will need to earn a o earn a 70%70% or better on the Series 63 or better on the Series 63 andand either the Series 62 or the Series 7.either the Series 62 or the Series 7.

Burch Management TeamBurch Management Team

President

A. Randal Burch

Vice-President

Jessica Burch

Operations Manager

Donna Driver

Due Diligence

Dean Sparks

Burch ManagementBurch Management

�� A. RANDAL BURCHA. RANDAL BURCH, , PresidentPresident30+ years in securities industry; experience as Regulator, Super30+ years in securities industry; experience as Regulator, Supervisor and visor and

Assistant Director with NASD in District 04 and 09. Mr. Burch hAssistant Director with NASD in District 04 and 09. Mr. Burch has acted as as acted as managing principal, owning and operating securities broker/dealemanaging principal, owning and operating securities broker/dealers for over rs for over 20 years. Mr. Burch holds Series 07, 24, 04, 27 and 63 licenses20 years. Mr. Burch holds Series 07, 24, 04, 27 and 63 licenses. Mr. Burch . Mr. Burch has no regulatory history nor has any firm he owned and operatedhas no regulatory history nor has any firm he owned and operated at the at the time of his ownership. Mr. Burch has a Bachelor of Science in Btime of his ownership. Mr. Burch has a Bachelor of Science in Business usiness earned from Kansas State Teachers College. earned from Kansas State Teachers College.

�� JESSICA BURCH, JESSICA BURCH, ViceVice--PresidentPresidentMs. Burch has been in the securities industry since 2006 and holMs. Burch has been in the securities industry since 2006 and holds her Series ds her Series

22, 62, 63 and 37. She completed FINRA22, 62, 63 and 37. She completed FINRA’’s Compliance Boot Camp s Compliance Boot Camp Program in 2007. Ms. Burch is responsible for the review of all Program in 2007. Ms. Burch is responsible for the review of all new new accounts, suitability, due diligence, subscription documents, liaccounts, suitability, due diligence, subscription documents, licensing censing verification, blue sky reviews, CRD processes, Firm Element C/E,verification, blue sky reviews, CRD processes, Firm Element C/E, customer customer relations and marketing.relations and marketing. Ms. Burch earned her Bachelor of Arts degree Ms. Burch earned her Bachelor of Arts degree from California State University, Long Beach, majoring in Englisfrom California State University, Long Beach, majoring in English and is a h and is a licensed real estate agent. Prior to joining Burch & Company, Mlicensed real estate agent. Prior to joining Burch & Company, Ms. Burch s. Burch worked in ski school management for Vail Resorts in Vail, Coloraworked in ski school management for Vail Resorts in Vail, Colorado. do.

Burch Management cont.Burch Management cont.

�� DONNA DRIVERDONNA DRIVER, , Operations ManagerOperations ManagerDonna has been in the securities industry since 2006 and has oveDonna has been in the securities industry since 2006 and has over 9 years r 9 years

experience in the real estate management industry.experience in the real estate management industry. She currently holds She currently holds Series 22, 62 and 63. Series 22, 62 and 63. Donna is responsible for the review of customer Donna is responsible for the review of customer accounts, AML, communication, product due diligence, transactionaccounts, AML, communication, product due diligence, transactions, s, representatives licensing, compliance, electronic communication representatives licensing, compliance, electronic communication monitoring, monitoring, related accounts, outside business, record keeping and financialrelated accounts, outside business, record keeping and financial activities. activities.

�� DEAN SPARKSDEAN SPARKS, , Due Diligence Due Diligence Mr. Sparks earned his MBA from Columbia University Graduate SchoMr. Sparks earned his MBA from Columbia University Graduate School of ol of

Business and is a licensed CPA. He holds his Series 22 license aBusiness and is a licensed CPA. He holds his Series 22 license and has 18 nd has 18 years experience in the practice of public accounting, 17 years years experience in the practice of public accounting, 17 years experience experience in management of a major public corporation and 7 years experienin management of a major public corporation and 7 years experience in ce in ownership and management of a small privatelyownership and management of a small privately--held corporation. Mr. held corporation. Mr. SparksSparks’’ experience with financial analysis, pricing, contract negotiatiexperience with financial analysis, pricing, contract negotiation and on and understanding of legal documents and contracts and work with legunderstanding of legal documents and contracts and work with legal al counsel have proven invaluable in performing the due diligence scounsel have proven invaluable in performing the due diligence services for ervices for which he has been retained.which he has been retained.

AffiliationsAffiliations

Burch & Company is regulated by:Burch & Company is regulated by:

--SECSECSECSECSECSECSECSEC--FINRAFINRAFINRAFINRAFINRAFINRAFINRAFINRA--SiPCSiPCSiPCSiPCSiPCSiPCSiPCSiPC--The Securities Commission of each stateThe Securities Commission of each stateThe Securities Commission of each stateThe Securities Commission of each stateThe Securities Commission of each stateThe Securities Commission of each stateThe Securities Commission of each stateThe Securities Commission of each state

FAQ’sFAQ’s

Q: What if IWhat if IWhat if IWhat if I’’’’ve done stock deals before ve done stock deals before ve done stock deals before ve done stock deals before –––– without a license? Am I restricted from without a license? Am I restricted from without a license? Am I restricted from without a license? Am I restricted from licensing? licensing? licensing? licensing?

A: This should not be an issue. Call us to discuss.

Q: I donI donI donI don’’’’t have much time. How difficult is this process? t have much time. How difficult is this process? t have much time. How difficult is this process? t have much time. How difficult is this process? A: We hold your hand through the process. The PROCESS is simple. The variable is

studying – your habits, your free time, your existing knowledge. We have reps who study one night, we have reps who study three weeks in the evenings. The required exams (either the Series 62 or Series 07; and the Series 63) are not too bad. The Series 07 exam licenses you to be a General Securities Representative. It is a comprehensive exam which covers a far broader scope of activities than the Series 62. Therefore, if reducing study time is attractive to you, you might want to take the Series 62 instead of the Series 07. The vast majority of M&A Activities are covered. If you anticipate your business expanding into other arenas of securities activities, you may wish to take the Series 07. Either way, you also need the Series 63, the State Law Exam, which is relatively short. 70% is passing on all FINRA exams.

FAQ’sFAQ’s

Q: IIII’’’’ve been serving clients for a long time without a securities licve been serving clients for a long time without a securities licve been serving clients for a long time without a securities licve been serving clients for a long time without a securities license. ense. ense. ense. Why wouldnWhy wouldnWhy wouldnWhy wouldn’’’’t I just keep flying under the radar as long as I can? t I just keep flying under the radar as long as I can? t I just keep flying under the radar as long as I can? t I just keep flying under the radar as long as I can?

A: This is the attitude of many intermediaries. Those who have decided to license seem to share a different, common sense approach: Why wouldn’t you get your license and ensure compliance? By doing so you are not only adding value to your services and your resume, but are also protecting your clients transactions and your fees.

Q: We are thinking of forming our own broker/dealer.We are thinking of forming our own broker/dealer.We are thinking of forming our own broker/dealer.We are thinking of forming our own broker/dealer.A: That is an alternative solution and suitable for some groups. The

registration and ongoing costs, filing requirements, management,supervisory, regulatory and compliance responsibilities a broker/dealer holds is exactly the value we provide. We have the b/d in place and are licensed in all 50 states. We are definitely the easiest route for you to get licensed when compared with forming your own b/d and we are mostlikely the least expensive route.

FAQ’sFAQ’s

Q: Do we have to do stock deals as Do we have to do stock deals as Do we have to do stock deals as Do we have to do stock deals as ““““Burch & CompanyBurch & CompanyBurch & CompanyBurch & Company”””” or can we keep or can we keep or can we keep or can we keep our identity? our identity? our identity? our identity?

A: Language would need to be placed in your engagement letters that state something to the effect of: “If the sale of the business is to be effected through the sale of securities, agreement shall be assigned to Burch & Company, Inc. , a registered broker/dealer and member of the Financial Industry Regulatory Authority, Inc. (FINRA) of which the Broker is a registered representative. “

As for requirements such as your letterhead, website, emails, etc, you must simply place a small line stating that “Securities are offered through Burch & Company, Inc., member FINRA/SiPC.” You keep your own identity.

SummarySummary

� Securities licensing not only PROTECTS YOUR CLIENTSPROTECTS YOUR CLIENTSPROTECTS YOUR CLIENTSPROTECTS YOUR CLIENTS and YOUR PRACTICEYOUR PRACTICEYOUR PRACTICEYOUR PRACTICE, but exposesexposesexposesexposes your business to more opportunitiesmore opportunitiesmore opportunitiesmore opportunities and strengthens your strengthens your strengthens your strengthens your credentialscredentialscredentialscredentials

� Burch & Company will HOLD YOUR HANDHOLD YOUR HANDHOLD YOUR HANDHOLD YOUR HAND through the process – no hassle, quick process

� We run the broker/dealer. You run your business.

To learn more about BURCH & COMPANY, please visit our website at:

WWW.BURCHCO.COMWWW.BURCHCO.COMWWW.BURCHCO.COMWWW.BURCHCO.COMor

Contact us at 816816816816----842842842842----4660466046604660jburch@burchco.comjburch@burchco.comjburch@burchco.comjburch@burchco.com