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David Wood

Associates

Commercial name // Istorm

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Table of contents 1.0 Executive summary ............................................................................................................................... 4

1.1 Short summary of current DPSC ..................................................................................................... 4

1.2 Mission ........................................................................................................................................................ 4

1.3 Our management team ......................................................................................................................... 5

1.4 The Market ............................................................................................................................................... 6

1.5 Keys to Success ........................................................................................................................................ 7

1.6  DWA’s  Pitch ............................................................................................................................................. 7

2.0 Start-up summary .................................................................................................................................. 9

2.1 Business loan ............................................................................................................................................ 9

2.2 Investor/ private equity plan .............................................................................................................. 9

2.3 Start-up action plan ............................................................................................................................. 10

2.4 Start-up hiring plan ............................................................................................................................. 10

2.5 Use of the Istorm brand ..................................................................................................................... 10

3.0 Services ..................................................................................................................................................... 11

3.1 Executive Search: ................................................................................................................................. 11

3.2 Consulting (RPO = Recruitment On Premise): ........................................................................ 11

3.3 Consulting (IT contracting/ Consulting) ..................................................................................... 11

3.4 Recruitment ............................................................................................................................................ 12

4.0 Sales Strategy ......................................................................................................................................... 12

4.1 Current Clients ...................................................................................................................................... 12

4.2 Targeted Companies via networking ............................................................................................ 13

4.3 Market Penetration ............................................................................................................................. 13

5.0 Financials ................................................................................................................................................. 13

5.1 DPSC revenues in the past two financial years ........................................................................ 14

5.2 Pricing ....................................................................................................................................................... 15

5.3 Cost non management personnel ................................................................................................... 16

5.4 Cost management personnel ............................................................................................................ 17

5.5 Block chart revenue/ cost/ ebitda – First 5 financial years .................................................. 18

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Business plan by

David Dawoud

For queries with regards to the business plan, please contact David Dawoud via (phone) on 0485/87.50.58 or (e-mail) d_dawoud@me.com

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1.0 Executive summary David Wood Associates is a spin off firm (to be located in Zaventem – Diegem), partially based on a current high end executive search firm, DPSC Executive Search NV. David Wood Assoc. will be referred to as DWA in this document. We  will  be  heading  the  firm  with  existing  talent,  expertise  and  footing  in  today’s market. Our goal is to support clients in a more relevant way of recruiting. As we are more in a candidate driven market these days, DWA’s  aim  is  to  go  for  less  is  more.  Less mass assignments in a massive competitive cluster, and more quality assignments for key clients. DWA will be offering Recruitment On Premise, Executive Search (DPSC) and IT recruitment & contracting services. The market knowledge of our management team enables us to make warm contacts with both candidates and clients, due to our prior experience. The large amount of accessible job boards has made the amount of high quality candidates hard to find. Despite advances in Technology, the market is currently in need of an old fashioned approach of big time networking and personal contacts. In our opinion, your network makes or breaks your success in the staffing world. We are here to do that. 1.1 Short summary of current DPSC In 1994, Jean Van Pottelsberghe De La Potterie joined DPSC as a freelance consultant. In 1997 Jean took over DPSC. DPSC is known for providing quality using direct searching via networking. While most agencies focus on common databases of job sites, DPSC is perceived as the agency to use, when  you  are  in  need  of  excellent  individuals  that  don’t  mass  hunt  the  market  for a new challenge. Since 2011, DPSC also offers RPO to clients in need of a high volume of candidates and an exclusive approach. Considering the growth of the job market, DPSC is ready for a bigger approach, an increase internal headcount, and an overall change to provide clients with the services they require. 1.2 Mission Our mission is to give account management a whole new meaning. DWA will strictly focus on recurring business, and trade careless volume for service and a personal touch. The economy is  slowly  growing  again,  but  our  clients  cannot  grow  without  people.  That’s  what  we are here for. Both temporarily and permanently.

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1.3 Our management team Jean Van Pottelsberghe De La Potterie Jean is one of the top leading information technology (IT) talent finders on the Benelux market. Major companies trust him to recruit key staff. IT specialists trust him to find them the best possible jobs. Jean's formidable intelligence network gives him early alerts to company needs. He knows who needs what and when. Jean has successfully arranged the hiring of staff in jobs ranging from Direct Touch Area Manager and Sales & Account Executive to Business Development Manager, Project Manager, Storage Manager; Service Delivery Manager and many more. Work Experience: •  Data  Process  (’85-’87)  – Sales director •  Delphi  Consultants  (’87-’94)  – Managing director •  European  Express  (‘94-’98)  – Managing director/ owner (sold to Harvey Nash in 1998) •  DPSC  (’97-…)  – Owner Role: Business development, senior recruiter and team manager of the executive search unit. Tasks:

x Recruitment x Team leading within the exec search unit x Account management x Business development

David Dawoud David is a dynamic recruiter with IT as a specialty, currently on assignment at HP and has been for the past three years. He also has a knack on motivating hungry sales people. David started his career as a salesman at Sony, and got his first recruitment experience and training at the S three group (computer futures). He also co-created a web dev/ social media company (noxvita) which was sold to SIM Belgium. From that moment on David became a self-employed consultant within recruitment. After joining forces with DPSC, David is determined to find a financial reprieve enables the growth DWA is going after. At HP David is currently responsible for the growth of a specific unit (Enterprise Group) on an EMEA level.

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Work Experience: •  Sony  (’06-’07)  – Sales Agent •  Computer  Futures  (’07-’09)  – Recruitment Consultant •  Noxvita  Corporation  NV  (‘09-’11)  – Co-owner •  J.T.M.  (management  firm)  (’09-…)  – Owner (projects= DPSC & HP) Role: Company manager, business developer and senior recruiter Tasks:

x Acting sales manager for entire DWA x Recruiting employees for DWA x Train employees x Establish  company’s  characteristic x Recruitment x Business development x Account management

1.4 The Market A recent international study on the capacity of information technology (IT) of hundreds of companies shows that IT is critical to their growth because it provides them with scalability, the ability to successfully manage the increase in the complexity of the organization and its processes and business model. The capacity of IT contributes to the growth of enterprises. Several studies of international medium-sized companies show that the capacity of IT has a close correlation with the growth of the cost-effectiveness of the organizations. Data obtained from these studies indicate that IT accelerates the growth of businesses because it provides them with scalability, the ability to successfully manage the increase in the complexity of the organization and its processes and business model. Companies with business processes scalability are better placed to overcome obstacles to growth, differentiate themselves from the competition and quickly seize the business opportunities that arise. In summary, the use of IT is relevant and is an essential ingredient for the success of companies long term. IT is not simply a component whose influence on the prosperity of the company is nothing to be lowered. IT promotes the growth of organizations.

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According to the (received) VDAB there were still 1.303 vacancies open by the end of 2013. With a grow expected in 2014. The discrepancy is due to newer technology that is not taught in college education as of yet. Most of these competencies require additional courses to be taken during the career of somebody within the IT market. This all makes the IT market a niche on its own. As not one skill is given for all. 1.5 Keys to Success DWA’s keys to success include: 1. A group of professionals with a broad range of specialty areas that complement each other. 2. A high level of experience in these specialty areas. 3. A team approach on most consulting projects. 4. Many business contacts among the consultant group (KEY). 1.6 DWA’s Pitch We take our future business seriously, and we therefore owe you a serious pitch for why DWA is a good venture. This pitch is summarized in 6 important points. 1) The business loan we are aiming for is an amount taken under enormous scrutiny, an amount lower than any annual revenue generated by DPSC in recent years. In other words, based on financial history the risk is minimal and turned over by one unit (executive search) alone. 2) The reason we are looking for a business loan is to counter what recent competitors have struggled with, cash flow. With a healthy financial state, we can and will expand our business. 3) The start-up team is a force to be reckoned with, it consists of the right experience, the right motivation and the right network. 4) At the very first day of DWA being active, we will have signed assignments we can work on 5) At DPSC we had to literally be decline projects because we did not have the resources, time and manpower to successfully fulfill them, that was a key indicator of the business potential. 6) Recruitment is one of the businesses with the highest gross margin profits. Taken high commission, salary and database support into account shows the following gross margin in the following units we wish to grow.

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Recruitment: Executive Search

Consulting:

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73

0

10

20

30

40

50

60

70

80

% Gross Margin

FTE

Margin %

2

73

0

10

20

30

40

50

60

70

80

% Gross Margin

FTE

Margin %

17

53

0

10

20

30

40

50

60

% Gross Margin

FTE

Margin %

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2.0 Start-up summary The company will have 2 shareholders. David Dawoud and Jean Van Pottelsberghe De La Potterie. With one responsible for management decisions, David D. The investment in the firm will be assets consistent of the following: Existing Clientele from DPSC Ongoing assignments from DPSC DPSC’s  candidate  database Ongoing  assignments  from  J.T.M.  (David  Dawoud’s  management  firm) Our aim is for a 10 years business loan; these funds will be sufficient to cover the company's expenses throughout the first year of operations, which is the most critical from the cash flow standpoint. 2.1 Business loan Our targeted business loan is at the amount of € 150’000 – Inclusive 50K headroom. Those funds are needed to cover our lack of cash flow forecasted. We are seeking a Business loan, combined with a funds loan at Belgian Prime Rate. Starteo or Optimeo. Whichever is most suitable. Please view our ‘David Wood  Associates,  5  year  plan  to  success’ for an extensive forecasting. 2.2 Investor/ private equity plan DWA is willing to involve an investor or business angel for the necessary capital; this can be used as the only option, or in combination with a business loan. As our targeted business loan, our aim for capital is €  150’000  – Inclusive 50K headroom. We accept any offers, with a minimum of €  75’000. The return on investment is split up in three categories:

x Monthly fee – from the first month a monthly pay back of 3000,- x Quarterly fee, based on the revenue. 5% of the revenue is paid out quarterly x Shares. 15% to 25% company ownership. Dividends, if payout is decided by the

board.

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2.3 Start-up action plan Guaranteeing revenue through executive search via ongoing assignments Relocation to a strategically well located office Creation of the look and feel of the new company (website and communication) hiring of competent salesmen known in the market place. Personnel hit list created. Introduction of new company and reinvented DPSC to existing and former clients Introduction of new company and reinvented DPSC to new potential clients 2.4 Start-up hiring plan DWA’s  success  will  be  determined  by leadership and our future team. A smart combination of both experienced and junior consultants will be crucial to achieve our targets. Their performance will be depended on our sales training, incentive and motivational meetings. Our types of recruits. -Senior consultants: Consultants with 5-10 years of experience in recruitment. Those who we know personally and have extensive experience in account management and internal recruitment. Their internal recruitment experience is important, because it would create a warm welcome within the company they represented. It would also give them the knowledge of  the  in’s  and  out’s  of  the  processes  the  companies  use  internally.   We’ll  motivate them by short-term management possibilities, consistent entrepreneurial endeavors and most important of all, income. -Junior consultants: Consultants with no experience. Hungry young individuals with a chip on their shoulder and something to prove. We’ll  motivate  them by long-term management possibilities, short term successes and a chance to major accomplishments. 2.5 Use of the Istorm brand. To reduce immediate costs related to CRM creation and branding, we will use an established brand, operating mainly in the south part of Belgium. The use of Istorm (and carrying their brand) will give us an immediate boost of candidate accessibility, visibility and the ease of recruiting young potentials. Istorm is an existing recruitment agency in new media and IT.

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3.0 Services Our services will be diversified, with several income streams as a result. Some will have a bigger gross margin, while others might have less but do increase the worth of the company more significantly. 3.1 Executive Search: SERVICE ÆOften used for vacancies involving niche profiles. Executive search is used specifically when a client has a need that might be situated at a different company (competitor), or even abroad. The client shares an exact need of sector experience and current work environment. EXAMPLE (non disclosed real assignment) ÆClient X is looking for a solution lead within IT, either working at company Y or Z. DPSC at that stage only focuses on the targeted companies, creates a shortlist of personnel and strategically approaches candidates. This assignment was successfully closed in October 2013. PAYMENT Æ Fee in 3 stages. Stage 1 (upon acceptance of the search) 1/3 of estimated fee . Stage 2 (upon delivery of shortlist/ interviews) 1/3 of estimated fee. Stage 3/ final stage (upon the closure of the position) remainder of the fee. 3.2 Consulting (RPO = Recruitment On Premise): SERVICE ÆUsed when a company wants a result oriented arrangement with a recruitment agency. An experienced recruiter is hired by a client to support an import period of hiring. EXAMPLE (non disclosed real assignment) ÆClient X is looking for a freelance recruiter during an exceptional peek period. PAYMENT Æ Fee often split in two forms. Form 1 Fee per hour/day. Form 2 additional fee per candidate placed. 3.3 Consulting (IT contracting/ Consulting) SERVICE ÆUsed when a company requires a specific, or more, as a temp or on a project. Depending on urgency and availability, it would be a payroll consultant or freelancer.

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EXAMPLE (non disclosed real assignment) ÆClient X is looking for a freelance IT Java developer for a project during 3 month. PAYMENT Æ Fee per hour/ day. 3.4 Recruitment SERVICE ÆUsed when a company requires a permanent IT employee EXAMPLE (non disclosed real assignment) ÆClient X is looking for a senior IT Java developer for an indefinite duration. PAYMENT Æ Fee based on a percentage of the employees yearly gross salary. 4.0 Sales Strategy DWA’s strategy of clients approach will be divided up into three groups. First we have our current  clients,  largely  in  the  DPSC  portfolio,  we’ll  improve  our  relationships  and  offer  a  broader diversity of services. Secondly we have potentially new clients we can approach in a warm matter. Those contacts will be from the grace of the network built up by the shareholders during all their years of experience. Our new senior recruiters will also add an important pipeline of clientele, due to their long term internal experience with their ex clients. Finally,  new  clients.  We’ll  train  junior  people  to  professionally  approach  new  customers,  only  those  we’re  we’ll  have  a  recurring  healthy  partnership  with. 4.1 Current Clients One of the reasons why DWA is an attractive venture is because of their existing clientele. Absorbed via DPSC NV. Note the major ones below. *Those with a star have current assignments running.

x Hewlett Packard* x Isabel x Simac* x Vasco* x TVH* x Finarch/ Wolters Kluwer* x Tetrade x SAS x Oracle x SAP

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x IBM x Telenet x Steria x Saga Consulting x AC partners

4.2 Targeted Companies via networking Our  targeted  companies  will  be  those  who’ll  grant  us  a  warm  invitation,  and  those  expecting  major growth the coming years within Information Technology, marked with a *. Those with prospected growth are big players in Back Up Recovery and Storage, Cloud products and mobile applications.

x Media Markt x Sony x EMC* x Commvault* x Fujitsu* x Johnson & Johnson x Euroclear x ING x CapGemini* x The reference x Emakina x DHL x Yara x Symantec*

4.3 Market Penetration Our penetration will immediately start by welcoming existing clients to the new and improved company that has absorbed DPSC NV. Followed by addressing our warm contacts and informing then of our different way offering workforce services. We promise the findings of key individuals, not to be found via job boards or any other public website. We offer outstanding candidates of our own network and beyond. High caliber men and women who trust us for magnificent career changing opportunities. 5.0 Financials

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Our financials will be explained by naming our most important expenditures towards employees,  DPSC’s  buyout,  pricing,  DPSC’s  previous  results  amongst other things. Please view our ‘David Wood  Associates,  5  year  plan  to  success’ for an extensive forecasting. 5.1 DPSC revenues in the past two financial years Executive Search

Average fee:

x FY 11 = €  24’500 x FY 12 = € 17’802

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11

10,4

10,6

10,8

11

11,2

11,4

11,6

11,8

12

12,2

# Deals Exec Search

FY '11

FY '12

294000

195822

0

50000

100000

150000

200000

250000

300000

350000

Revenue Exec Search

FY '11

FY '12

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Consulting

Average Revenue:

x FY 11 = €  120’000 x FY 12 = € 111’09

5.2 Pricing Recruitment No cure No pay fees, are percentages based on salaries of the selected candidates. No benefits included & only a fix salary of an OTE (on target earnings). (Annual salary) 0 – 28’000  =    €  6000,- (minimum fee) 28’001  – 35’000  =  22,5% 35’001  – 45’000  =  25% 45’001  – 55’000  =  27,5% 55’001  – 65’000  =  30% 65’001  - …  =  Executive  Search  only. E.g. placed candidate earning 3700 gross/ month. Annual  salary  is  51’504  (3700*13,92). Fee = 27,5%

1

2

0

0,5

1

1,5

2

2,5

# Deals consulting

FY '11

FY '12

120000

222178

0

50000

100000

150000

200000

250000

Revenue Consulting

FY '11

FY '12

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Price =  €  14’163,6 �Executive Search Fee with a retainer split into three stages. The percentage is based on salaries of the selected candidates. No benefits included & only a fix salary of an OTE. The three stages our the following:

x Start of assignment (1/3) x Providing shortlist (interviews) (1/3) x Selection of candidate (remainder of fee)

(Annual salary) 65’001  – 85’000  =  25% 85’001  - …  =  30%   E.g. placed candidate earning 5500 gross/ month (an estimation is made at the start of the assignment to calculate the retainer fees. Annual  salary  is  76’560  (5500*13,92). Fee = 25% Price  =  €  19’140

1. €  8000 2. €  8000 3. €  3140

Consulting and RPO Price per day set per consultant. Price for IT personnel: Depending on duration and price of the consultant Price for recruiter:

x Junior recruiter 1-3 years experience = 400/ day x Mid-level recruiter 4-6 years of experience = 550/ day x Senior recruitment lead 7-.. years of experience = 700/day

5.3 Cost non management personnel Junior sales

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x Salary: 2300 gross/ month x Benefits: Group insurance, Meal vouchers (6eur/ day), company car once sales target

is  hit  (€  200’000). x Commission

Senior recruiters

x Salary: 3000 gross/ month x Benefits: Group insurance, Meal vouchers (6eur/ day), company car. x Commission:

5.4 Cost management personnel Please view financial plan - ‘David Wood  Associates,  5  year  plan  to  success’.

1 30.000 [%] 10%

30.000 45.000 [%] 12%

45.000 60.000 [%] 20%

60.000 90.000 [%] 25%

90.000 > [%] 27%

1 30.000 [%] 10%

30.000 45.000 [%] 12%

45.000 60.000 [%] 20%

60.000 90.000 [%] 25%

90.000 > [%] 27%

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5.5 Block chart revenue/ cost/ ebitda – First 5 financial years

-

200000,0

400000,0

600000,0

800000,0

1000000,0

1200000,0

1400000,0

1600000,0

Yr1 Yr2 Yr3 Yr4 Yr5

revenue

cost

ebitda

Yr1 Yr2 Yr3 Yr4 Yr5

revenue 241.000 495.150 865.650 1.265.150 1.412.500

cost 230.420 455.200 761.572 1.110.654 1.213.568

ebitda 22.860 44.498 95.715 122.994 165.958