Strictly Private and Confidential

Corporate Finance and Global Growth Strategies for Middle Market Companies

Presented By: Ralph Y. Liu

Managing Director

Irvine, CA

(949) 371-9139

Email: rliu@hunterwise.com

About Us

Hunter Wise Financial Group LLC is a leading middle-market investment banking firm with over

40 licensed professionals in 12 domestic and 1 international offices that provides a wide range of

services for public and private corporations. Hunter Wise Financial Group, LLC, and our wholly-

owned broker/dealer Hunter Wise Securities, LLC, a FINRA, SIPC member firm, offer tailored

corporate finance solutions to middle market public and private companies.

Founded in 1998.

Powerful in-house analytical tools and research capabilities including and proprietary databases.

We have a global network of professionals in order to facilitate transactions with International and North American corporations and investors.

Our team collectively has decades of knowledge and experience in successfully managing more than 1,000 mergers and acquisitions, divestitures and corporate finance engagements for middle market public and private companies up to $200 million in revenue.

The HW investment banking team has extensive relationships with domestic and international institutions, which include and not limited to;

Financial and Strategic Buyers

Private Equity Firms

Hedge Funds

Family Offices

SBIC’s

Venture Capital Firms

Mezzanine Funds and others.

Domestic & International Offices

Corporate

Headquarters 2361 Campus Drive

Suite 100

Irvine, CA 92612

Other U.S. Offices Arizona | Colorado | Florida | Georgia | Illinois |

Michigan | New Mexico | New York | Utah | Virginia

Alberta Office 5410, 14645 6 St. SW

Calgary, Alberta

Canada

Hunter Wise Proposition

100% Senior Bankers

Strong companies with earnings of at least $2 million

Breadth of investment banking services – M&A, Corporate Finance

Nimble and entrepreneurial approach to each engagement

Direct relationships with capital sources and financial sponsors

(private equity groups, mezzanine lenders, etc.)

Empirical industry knowledge and research capabilities

Transaction structure creativity and expertise

Middle-Market Focus

Specialists

National and

International Reach

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Senior bankers with wire house investment banking experience

Managing Director-level attention from start to finish

Bankers licensed by FINRA (formerly NASD)

Offices in multiple states plus Canada, Europe and Asia

Affiliations around the globe

Our Sweet Spot

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Wall

Street

Middle Market

Investment Banks

Other Intermediaries

Transactions

Over $300mm

Transaction Size

$25mm - $300mm

Transactions less

than $25mm

Broad Industry Expertise While Hunter Wise professionals do not focus on specific industries, they do have significant

experience in a broad range of industry sectors.

Aerospace & Defense Automotive Building Materials &

Services Chemicals Consumer Products &

Services

Fabricated Metal &

Plastic Products

Financial Products &

Services Food & Beverage Government Services

Healthcare & Medical Printing & Publishing Professional &

Business Services

Technology &

Telecommunications

Transportation

Energy& Related

Products/Services

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Service Offerings IN

VE

ST

ME

NT

BA

NK

ING

Hunter Wise offers a comprehensive range of investment banking services:

Public

Offerings Corporate Finance Financial Advisory

Mergers &

Acquisitions

Initial & Secondary

Offerings

Access to Institutional

& Accredited Investors

Reverse Mergers

(RTO’s)

Convertible Debt

Offerings

Growth Capital

(Debt/Equity)

Acquisition Financing

Debt Restructuring

PIPES

Bridge Financing

Mezzanine Financing

DIP Loans

Sell/Buy Side Advisory

Access to Financial &

Strategic Buyers

Divestitures

Recapitalizations

LBOs/MBOs

Shareholder Buyouts

Defense Strategies

Corporate Planning

Business Plans

Strategic Relationships

Joint Ventures &

Licensing Arrangements

Structuring & Negotiating

Transactions

Due Diligence

Company has a

minimum

EBITDA of $2

million

HW Client

Good growth

prospects

Solid market

position and

reputation

Has been in

business for

several years

Can reasonably

anticipate cash

flows and

revenues

Minimum

enterprise value

of $10 million

Free of major

legal issues

Strong

management

team

Although Hunter Wise looks at each prospective client on a case-by-case basis, several characteristics

reveal themselves as essential qualifiers. The list below is not exclusive, but can be used as a guideline.

Hunter Wise Candidate Indicators

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Service Offering – Corporate Finance

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• Leveraged acquisitions

• Leveraged recapitalizations (including MBOs)

• Restructuring debt

• Capital for growth – debt and equity (minority

stake)

• Capital to take public companies private

• Capital to take private companies public

primarily on foreign exchanges – AIM, TSX

• Bridge financing

• PIPEs (Private Investment in Public Equity)

• Equity Lines of Credit

PREPARATION

PROSPECTING

NEGOTIATIONS

• Agree on process

• Develop positioning

statement

• Prepare documentation

• Anticipate investor

questions/issues and

address in documentation

• Finalize list of potential

investors

• Contact potential investors

• Execute NDAs

• Disseminate information

• Request indications of

interest and terms

• Assist with preparation of

management presentations

• Coordinate initial

management meetings with

potential investors

• Request final proposals

• Negotiate LOIs/term sheets

• Coordinate due diligence

(including on investor)

• Assist in negotiating

agreements, including final

terms

• Identify and assist lenders

as needed

CLOSING

• Sign agreements

• Closing/Funding

PRE-ENGAGEMENT

• Client introduction

• Understand objectives

• Assessment and

preliminary due

diligence

• Engaged

Hunter Wise Process – Corporate Finance

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Representative Engagements

Ayer, Massachusetts

has been acquired by

Phoenix, Arizona

Minority Equity Investment

by

Grand Rapids, Michigan

has been acquired by

St. Petersburg, Russia

has been acquired by

Alberta, Canada

Income Trust Conversion

Paso Robles, California

has been acquired by

Auburn, Washington

has been acquired by

Logistics Healthcare Services Manufacturing

Consumer Products Packaging Infrastructure Engineering/Design 11

San Diego, California

Minority Equity Investment

by

Sandy, Utah

has been acquired by

Manchester, New Hampshire

Contractors / Engineers Supply,

Inc.

Phoenix, Arizona

has been acquired by

Auburn, Washington

Albuquerque, New Mexico

has been recapitalized by

Chevy Chase, Maryland

Encino, California

has been acquired by

Advanced Practice Systems, LLC

Cambridge, Massachusetts

Aloro Foods, Inc.

Ontario, Canada

has been acquired by

New Brunswick, Canada

Mound House, Nevada

has been acquired by

Minneapolis, Minnesota

Oxnard, CA

has been acquired by

Norway

Minto, North Dakota

has been recapitalized by

Denver, Colorado

Manufacturing Software / Healthcare Consumer Brands / Foods Manufacturing/Chemicals

Building Products Wireless Technology Optical Communications Solar Products 12

How Hunter Wise Bankers Add Value

HW Investment bankers are professionals focused on delivering high-quality Corporate Finance &

M&A advisory services

– A strong process requires an objective third party

– Able to understand the drivers and nuances of a company and then articulate the value

proposition to prospective investors/lenders

The client already has a full-time job

– The HW investment banker’s job is to run the process smoothly so that the client can focus on

the number one priority – running their company

HW Investment bankers have expertise in valuing businesses from a transaction perspective

– Methodologies and pitfalls of valuation approaches

– Know various industries and their metrics

– Can perform financial analysis quickly and accurately

A HW banker understands how to keep the process on track

– Requisite experience in negotiating resolutions to sensitive and complex issues

– Problem solving with creative solutions

Preserve Confidentiality - It is often necessary to keep the transaction secret

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Other Activities and Responsibilities

Client Activities

– Focus on running/growing business. Any interruption in the business trends can disrupt or

terminate the process.

– Help identify additional prospects

– Compile information requested by investment banker, lawyer, accountant, lender, investor.

HW will oversee much of the information gathering process (due diligence).

– Review and edit relevant documentation – Offering Memorandum, Investment Thesis,

Management Presentations to investors or lenders, etc.

Corporate Attorney

– Responds to legal due diligence requests – contracts, minutes, opinion letter, etc.

Transaction Attorney - Specialist

– Reviews Letter of Intent, Purchase Agreements, etc.

– Negotiates legal points such as representations, warranties, indemnification language, etc.

Accountant

– Facilitates and responds to financial due diligence issues

– Reviews tax consequences of transaction, including structure

– Reconcile/opine on revenue recognition approach, departures from GAAP, etc.

– Critical role in due diligence process

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Representative Current Assignments

Recapitalization/Sale of Environmental Remediation Company

– Replace current SBIC with new sponsor

– Raise additional capital for growth and possible partial liquidity for

principals

– Entertain sale to strategic acquiror

Minority Recapitalization of Specialty Insurance Company

– Replace passive shareholders with active financial sponsor

– Raise additional capital for growth and obtain AM Best Rating

– Structure to include senior and subordinated debt as well as equity

Buy Side M & A Advisory – Growth Strategy through Acquisitions

– Advise on identified target

– Identify and introduce additional prospective targets

– Orchestrate process including valuation analysis, negotiations and due

diligence

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Team Bios – Investment Banking

Ralph Y. Liu, Managing Director Direct: (949) 371-9139 rliu@hunterwise.com

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As a Managing Director at Hunter Wise, Ralph together with his team, currently focuses on conducting cross border

M&A and Capital Raise for Asian companies in the US as well as other global financial markets. He also advises

many local companies in California on corporate financial restructuring, M&A and fund raising activities. Ralph's

portfolio of clients spreads across real estate industry, financial services & banking industry, technology industry, bio-

science, e-commerce, winery industry as well as other recreational industries such as super yacht brokerage,

yacht/ship building, golf courses and resort hotel developments.

Ralph has higher education post graduate degrees in Chemical Engineering, Computer Science at various leading

US universities as well as in Finance with an MBA from the Wharton School of Business.

Ralph started his investment banking career with Morgan Stanley in New York right out of business school. He has

previously served as the Managing Director for Chase Manhattan Bank and Head of Structured Derivatives based in

Hong Kong, Head of Asian Derivatives for UBS in Singapore, Head of Global Derivatives Trading for Equitable Life in

New York, Senior Advisor and Head of International Market for New York based SecondMarket, Institutional Currency

Option Trader for Chemical Bank in New York as well as more recently, the Board Member Chief Investment Officer

for Beijing based China Everbright Bank. He was responsible for overseeing over 50 billion RMB of the bank’s assets

and managed the bank’s investment banking, treasury, risk management and capital market activities.

Ralph holds FINRA Series 7, 66, 3 and 24 licenses as well as various real estate, mortgage and insurance licenses in

California.

Team Bios – Investment Banking

Teresa Hinojos, President Direct: (949) 732-4108 thinojos@hunterwise.com

Teresa Hinojos is the president and chief compliance officer of Hunter Wise Securities, LLC, a FINRA broker dealer.

Since joining Hunter Wise in 2004, Ms. Hinojos has established a reputation among industry professionals as being a

strong leader and an “outside of the box” strategist. Ms. Hinojos is in charge of overseeing all of the firm’s business

operations and compliance policies. With over 10 years of experience in the investment banking and corporate

finance industry, Ms. Hinojos has played a role in every function involved with operating an investment banking firm,

including but not limited to, collaborating with senior management on business strategies; creating, implementing and

enforcing firm policies; advising and approving all financial filings; and acting as firm ambassador for all state and

federal regulators.

A graduate of California State University, Long Beach, Ms. Hinojos has a business education with a concentration in

finance and holds FINRA Series 7, 66, 79, 24 and 99 licenses. She was a member of Sigma Alpha Lambda, a

national leadership and honors organization, a participant in a CSULB student managed investment fund, and a

M&A Advisor 40 Under 40 honoree. Ms. Hinojos also belongs to several Who’s Who networks.

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Disclosure

Hunter Wise is pleased to present to you the attached information regarding Hunter Wise’ proposed services (the “Services”) for your company relating to a proposed

transaction (“Transaction”). Although Hunter Wise believes the information contained herein to be reliable, we make no representation or warranty as to the accuracy

or completeness of any information contained in this presentation or otherwise provided by us and we accept no liability for the accuracy or completeness of said

information. The ultimate decision to proceed with the Services or a Transaction rests solely with you. Therefore, prior to engaging Hunter Wise to perform the Services

or entering into any Transaction, you should determine, without reliance on Hunter Wise or its affiliates, the economic risks and merits (and independently determine

that you are able to assume these risks), as well as the legal, tax and accounting characterizations and consequences associated with the Services or any Transaction. In

this regard, by accepting this presentation, you acknowledge that: (a) Hunter Wise is not in the business of providing (and you are not relying on Hunter Wise to

provide) legal, tax or accounting advice; (b) there may be legal, tax or accounting risks associated with the Services or any Transaction; (c) you should receive (and rely

on) separate and qualified legal, tax and accounting advice; and (d) you should apprise senior management in your organization as to the legal, tax and accounting advice

(and, if applicable, risks associated with the Services or any Transaction) and our disclaimer as to these matters.

IRS Circular 230 Disclosure: Hunter Wise and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or

written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the

“promotion or marketing” of the Services or the Transaction. Accordingly, you should seek advice based on your particular circumstances from an independent tax

advisor.

The terms set forth in this presentation are intended for discussion purposes only and are subject to the final expression of the terms of the Services or any Transaction

as set forth in separate definitive written agreements. This presentation does not constitute a commitment on Hunter Wise’ part to provide Services or assist you with a

Transaction, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the terms of

this presentation, including, without limitation, any specific information related to the Services or any Transaction and the amount or terms of any fees payable to

Hunter Wise in connection with our provision of the Services. By acceptance of these materials, you and we hereby agree that from the commencement of discussions

with respect to any Transaction and not withstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited

from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each

entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request

corporate formation documents, or other forms of identification, to verify information provided. Any values or levels contained herein are preliminary and indicative

only and are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect

to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses, which represent potential future events that

may or may not be realized, and is not a complete analysis of every material fact. Any estimates included herein constitute our judgment as of the date hereof and are

subject to change without any notice.

© 2010 Hunter Wise Financial Group. All rights reserved.

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