Converting work into wealth.

July 2012

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Our Mission

Converting Work Into Wealth MergerTech enables small and medium-sized technology companies to realize the value of their business by leveraging our deep domain expertise as the dominant investment bank in this space Values 1. Domain Expert 2. Candid 3. Results Oriented 4. High Energy 5. Responsive

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Why MergerTech

Expert Bankers – Each banker has 10+

years of experience

Buyer knowledge – Worldwide reach to more

than 20,000 buyers

LEADS TO

Fastest process Greatest certainty of close Best value

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Proven Leadership

Nitin Khanna, CEO – Founder, Chairman and CEO of Saber Corp.

• Delivered technology solutions to governments worldwide • Sold for $460M to EDS

– Executive at Oracle

Karan Khanna, President – President and COO of Saber Corp.

• Drove project delivery with high profitability • Managed worldwide labor force

Martin Wolf, Chairman – Founder & President of Martin Wolf Securities

• Closed over 100 technology M&A transactions

– Entrepreneur and senior executive at ComputerLand – Senior executive at Merisel

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Guiding Sellers at Every Step

Managing Director personally guides business owners through the M&A process:

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Fast and Efficient Process

MergerTechApprox 75% success rate

Other BanksApprox 50% success rate

Presentation Done

Management Meetings Set

Management Meetings Done

Multiple LOI’s Received

Winning LOI Negotiated

Due Diligence& Deal Closed

First Draft of CIM

CIM & Blind Profile Done

Blind Profile Emailed

NDAs Received

CIM Mailed

Due Diligence & Deal Closed

LOI’s Received

Management Meetings Round 2

Management Meetings Round 2

Winning LOI Negotiated

Day 15 Day 21 Day 40 Day 60 Day 75 Day 90 Day 120 Day 150 Day 180 Day 210 Day 270

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A Global, Focused Investment Bank

Worldwide reach and rapid execution Only dealing with small and medium-sized technology and

technology enabled companies

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Trusted Advisors for Technology M&A

has been acquired by

MergerTech acted as advisor to “Waikiki” in this transaction

April 2012

has been acquired by

MergerTech acted as advisor to Confiance in this transaction

March 2012

Unstructured Data Analytics “Waikiki”

has been acquired by

MergerTech acted as advisor to CrowdCompass in this transaction

June 2012

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Trusted Advisors for Technology M&A

has been acquired by

MergerTech acted as advisor to Small Society in this transaction

January 2012

has been acquired by

MergerTech acted as advisor to PMB IT Solutions in this

transaction

February 2012

has been acquired by

MergerTech acted as advisor to Sweetspot in this transaction

February 2012

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Trusted Advisors for Technology M&A

has been acquired by

MergerTech acted as advisor to Deyfisher Consulting in this

transaction

has been acquired by

MergerTech acted as advisor to Second Porch in this transaction

May 2011

October 2011

has been acquired by

MergerTech acted as advisor to NCC Networks in this transaction

June 2011

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Tech Sector Relationships

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MergerTech Recent Transactions Cozumel – Mobile Applications for Events – Sell-side Closed 2012

– Cozumel is a software company with deep expertise in developing mobile applications for conferences, trade shows, and a variety of corporate and global events. The company currently develops apps on all application platforms including iOS, Android, and BlackBerry. Founded in 2009, the company has quickly become a dominant player in the mobile application development sector for conferences and events.

Waikiki – Business Intelligence / Syndicated Research Data – Sell-side Closed 2012 – Company is the developer of an algorithmic-driven software platform that unobtrusively gathers

massive amounts of unstructured data and turns it into relevant and timely market and consumer sentiment business intelligence. The results are classified by industry, brands, products and features and delivered as syndicated data, facilitated by a growth partner in each vertical. Current verticals include healthcare, music, film entertainment, liquor, politics, automotive, airlines, games, Fitness, News Media, and consumer electronics.

Ducks – Healthcare Information Technology – Sell-side Closed 2012 – Health data company focused on improving the use of data in the treatment of diabetes. Company

specializes in turning raw output from patient devices into powerful information for researchers, health care providers and patients. In clinics or from home Company performs all data extraction and analysis, relieving frustration with multiple interfaces, drivers and data formats.

Belize – Infrastructure and Data Center Management – Sell-side Closed 2012 – IT Solutions Provider with a focus on Unified Communications, Network Infrastructure, Information

Security and Data Center Management. Company provides advanced consultative solutions which include pre-sales design, technology budget planning, technology assessments, project management, technology implementation, troubleshooting, and training.

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MergerTech Closed Transactions Olympus – Cisco Solutions Provider – Sell-side Closed 2012

– IT Solutions Provider with a focus on Unified Communications, Network Infrastructure, Information Security and Data Center Management. Company provides advanced consultative solutions which include pre-sales design, technology budget planning, technology assessments, project management, technology implementation, troubleshooting, and training.

Sooners – Mobile Application Strategy & Design – Sell-side Closed 2011 – The company is a full service agency that delivers mobile strategy and product development

services for mobile apps to Fortune 500 and startups. The founding team are passionate and acclaimed pioneers of iOS (iPhone, iPad, iPod touch) application development who have significant exposure in the mobile space. The company is able to leverage its proprietary technology frameworks to rapidly develop low-cost, high-quality solutions on the iOS mobile platforms. The company recently began offering services for Android.

Fiji – SAP Consulting and Services – Sell-side Closed 2011 – Fiji is an SAP Consulting Firm and Services Partner with 7+ years of history successfully delivering

a wide range of high-end consulting services and solutions to enterprise & Fortune 500 clients in the U.S. and around the world. The team is comprised primarily of senior-level consultants with an average of over 10 years of SAP planning, design, and implementation experience.

North Caicos – Security Integration – Sell-side Closed 2011 – North Caicos is a network security integration firm that secures network infrastructures for large

and medium companies. Founded in 1989, Company has provided network and internet security engineering and integration solutions to a wide range of industries, from healthcare and finance to manufacturing and transportation.

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MergerTech Closed Transactions Panthers - Social Media Software – Sell-side Closed 2011

– Panthers is a developer of social media marketplace offerings, where users can connect through their trusted social circle, for services in the travel and leisure market.

Daytona – Infrastructure Services – Buy-side Closed 2011 – Daytona is a large, privately held IT service and solution provider in their campaign to acquire a

managed services provider. Potential targets should have revenue in excess of $1M and serve small to medium business clients in the United States.

Hermes – Systems Integrator & Solutions Provider – Sell-side Closed 2011 – Hermes provides Technology Life Cycle Management services to many large companies. The

company has added numerous service offerings and partnerships and delivers best-in-class integrated solutions in deployment and migration, business intelligence, and performance management, collaboration and many other offerings.

Naples – Cisco Gold Solution Provider – Sell-side Closed 2010 – Naples is a Cisco Gold Partner that provides advanced infrastructure design, implementation and

management solutions for complex IT environments, including large commercial, education, state and local government organizations.

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MergerTech Closed Transactions Buckeye – Cisco Silver Solution Provider – Sell-side Closed 2010

– Buckeye is a highly recognized Cisco Silver (soon to be Gold) Partner in its region. The organization provides integrated network infrastructure and communication solutions, with deep expertise in delivering high performance unified communications, security, storage, virtualization, video and wireless/mobile solutions for key market sectors, including Education, Financial, Healthcare, Legal and Manufacturing.

Tuscany – Managed Services Provider – Sell-side Closed 2010 – Tuscany is a Managed Services Provider (MSP), Cisco Premier and Microsoft Gold Partner that

provides infrastructure design, project management, implementation, ongoing monitoring and managed services to mid-size commercial organizations.

Pukarua – SAP Consultant – Sell-side Closed 2010 – Pukarua is a boutique consulting firm with core competencies in Global PeopleSoft (Oracle

Partner), SAP and JD Edwards systems deployment. SAP channel partner and reseller with a Qualified SAP Business All-In-One solution in a specialty Micro-Vertical (Media - Advertising Agencies). With an off-shore development center and COE based out of Bangalore, India, its clients range from mid-market commercial accounts to state and local government entities.

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MergerTech Sell-side Engagements Napa – Managed IT Services – Transaction Pending

– Napa is a provider of outsourced IT solutions and managed services to medium-sized businesses, manufacturing clients, and mobile workforces. Company delivers best in class IT support in a fixed-fee recurring revenue model from its offices in New England, the Northwest and California.

Barcelona – Cloud Infrastructure – Barcelona is a provider of solutions that enable enterprise and government clients to automate and

manage their businesses through a private or public cloud. Specializes in data center and virtualization solutions.

Venice – Advanced Cisco Data Center & Security Firm – Venice is a growing Cisco Solutions firm with proven experience delivering data center, security,

and networking infrastructure solutions to state and local government agencies, as well as the commercial and healthcare sectors.

Volunteers – eLearning Software & Web Community – The company provides online English lessons for students worldwide and services educational

institutions with a student management software.

Sonics – Online Retail Holding Company – Sonics is an online e-commerce retail holdings company managing various websites. The Company

has a core competency in promoting niche products to narrowly defined demographic groups from well-conceived and executed internet websites. Management’s ability to promote various specialty websites and products to a specific niche market has contributed to the tremendous growth and an efficient operating process.

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MergerTech Sell-side Engagements - Cont’d

Prague – Proximity Based Technologies – The Company is a developer of proximity-based technologies and products, with a current focus on

hospitals and clinics nationally. The Company’s senior management consists of talented and experienced executives, and its world-class engineering team is built around the top three designer/developers responsible for XM Radio’s technology. Company’s technology and applications are protected by 30+ patents in various stages of prosecution. The Company’s branded technology is a proximity-based detection, authentication, and automation technology, built on the concept of small electronic sensors capable of wirelessly detecting, validating, and communicating with personal digital devices.

Phoenix – Software – Automation and configuration software division. Product is listed on Cisco SKU list. Deployed as

part of Cisco's virtual office and unified communications hardware deployments. Blue chip client list. 12 employees to come with the sale. ~50% EBITDA margins.

Aspen – Software and Services – Aspen is a high technology company, delivering superior solutions for the mid-range, iSeries,

mainframe, and Windows computer systems. Aspen is a leading provider of Business Process Automation and Enterprise Information Management solutions, and its solutions are leaders in performance and functionality.

Giants – Platform for Location-Based Services – Giants is a platform for real-time location-based services that make it simple for enterprise

partners, OEMs and mobile developers to include geo-location functionality in devices and apps. Giants provides a full, real-time toolkit for tracking, messaging, battery management, geo-fencing, storage and actionable analytics with proprietary API.

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MergerTech Sell-side Engagements - Cont’d

Windsor – Mobile Application Development Services – Windsor is a trusted provider of custom mobile business solutions for market-leading companies.

The company's results-focused methodology combines mobile strategy, design, and engineering to solve today's business challenges and enrich the human experience. With a demonstrated track record of success across industries, Windsor's mobile experts bring an informed approach to product development, marketing, and internal mobile initiatives.

York – SAP Consulting Services – York is an innovative SAP consulting and services firm with strong SAP relationships and numerous

internally developed solutions and services, as well as strong Business Analytics and Data Warehousing capabilities. The company is also one of the first partners to work with SAP to provide Mobility and HANA RDS (Rapid Deployment System) solutions. In addition to providing SAP consulting and project management services, the company utilizes its global delivery model to provide AMS (Application Management Services) and cloud hosting services.

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Transaction Team Profiles

Nitin Khanna - Chief Executive Officer Prior to becoming CEO of MergerTech, Nitin was the founder, Chairman and CEO of Saber Corp., one of the largest providers of state government solutions in the country. Nitin started Saber in July 1998 and helped grow it a minimum of 50% each year.

Saber’s growth was celebrated by an Inc. 500 award in both 2006 and 2007, the Deloitte Fast 500 award, and the #1 spot on Oregon’s Fastest Growing Companies list in 2007. This dramatic growth led to a significant investment by Accel-KKR Private Equity in 2005 and to the eventual sale of the company for $460MM to EDS in December 2007. Nitin then assumed leadership of EDS’ government business operation that included Saber.

Prior to Saber, Nitin held a number of positions in Consulting and Education at Oracle Corporation. He holds Master’s and Bachelor’s of Engineering degrees from Purdue University.

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Transaction Team Profiles Cont’d

Karan Khanna - President Karan was most recently the founder, President and COO of Saber Corp. a Portland based national firm focused on providing technology solutions to government clients. Karan was the key driver to ensure successful implementations of Saber projects for clients; his primary responsibilities included Project Delivery, Operations, and Recruiting & Hiring. Saber’s success, based in large part on its on time and on budget delivery and enviable record of service and reputation, led to a significant investment in the company by Accel-KKR Private Equity in 2005 with an eventual sale of the company for $460MM to EDS in December 2007. It was through this on-time and on budget delivery that Saber obtained a high degree of profitability and gained the reputation that allowed it to win over 80% of its bids. As President & COO, Karan managed over 1500 employees spread across the US and India and managed a budget of over $75MM. He worked with clients’ business leaders to create long term plans to improve efficiencies and reduce cost. Karan has a Bachelor of Commerce from SD College in India.

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Transaction Team Profiles Cont’d

Patricia Wegner – Chief Operating Officer Patricia is responsible for overseeing the day-to-day operations and client services at MergerTech. She has worked in mergers and acquisitions focused in the technology sector for the last thirteen years. Pat has 28 years of experience in the IT industry, including software product development, marketing and operations for product distribution, and development and marketing of value-added services for national corporate resellers. Prior to launching MergerTech, Pat was VP and General Manager of Martin Wolf Strategies, a channel consulting practice of Martin Wolf Associates. She worked with IT sector companies including Microsoft, CDW Corporation, Altiris (now Symantec) and LANDesk/Avocent (now Emerson) to develop strategic partner relationships for indirect sales. Pat worked for fourteen years for ComputerLand Corporation in marketing and operations and its parent Merisel, Inc., where she was responsible for advertising, promotions, and value-added programs. Pat has a bachelor’s degree and an MBA from San Francisco State University.