TRANSACTIONAL RISK

No Silos, Just Solutions.

THE FUTURE IS NOW INSURANCE INTERMEDIARY, INSURANCE ADMINISTRATION AND MANAGEMENT AND ADVISORY SERVICES FIRM.

Vanbridge was conceived out of the desire to better serve the alternative asset management community by bridging the traditional

insurance industry and capital markets and allowing them to tap into the best aspects of both. Our goal was to build a boutique

firm that provided all of the services related to insurance, reinsurance and the capital markets in a single organization. We’ve

succeeded.

Today, Vanbridge and its subsidiaries focus on our alternative asset management, (re)insurance and corporate clients with

solutions that mitigate risk through insurance, reinsurance, capital markets and M&A advisory services. Vanbridge works with its

clients to solve risk related issues utilizing insurance and alternative capital with structuring techniques that support their

investment strategies and reduce costs, thereby enhancing EBITDA and strengthening long-term financial performance. Vanbridge

also provides advisory and liability management services to assist clients in evaluating and executing their options in managing

risk and maximizing the enterprise value of their businesses.

What makes us different is the strength and flexibility of our business model and our ability to provide this full-range of insurance

and capital advisory solutions without the limitations of the traditional “silo” approach. No one insurance broker or investment bank

currently offers this total integrated approach as a combined business enterprise — we do.

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TRANSACTIONAL RISK

The Market For Transactional Risk Insurance And Specifically Reps And Warranties Coverage

Has Exploded In The Past Three Years.

Reps and warranties products have grown because the M&A community has realized that the value of these products is only partly related to risk.

• The biggest driver is the efficient use of capital.

• If the Seller’s proceeds are tied up in an escrow they are losing almost all of potential return on capital.

• It is much more efficient to pay a one time premium of 3% of the limit of liability in order to get access to cash sooner.

Other factors that have helped the product grow include;

• Significant favorable claims resolution;

• More streamlined underwriting process;

• Lower fees and premiums;

• Increased support from the legal community.

TRANSACTIONAL RISK

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PROVIDING A SUPPLEMENT OR ALTERNATIVE TO INDEMNIFICATION, ESCROWS AND HOLD-BACKS

REPRESENTATION & WARRANTY INSURANCE (“REPS INSURANCE”)

TAX INSURANCE

CONTINGENT LIABILITY INSURANCE

TRANSACTION RISK | COMPLEMENTARY PRODUCTS

Transactional insurance products are intended to provide a supplement or alternative to indemnification, escrows and hold-backs. Rather than funding these liabilities, these products provide protection against specific contingent liabilities.

Transactional Risk Insurance Has Three Related/Complementary Products:

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VANBRIDGE’S INTERDISCIPLINARY TEAM APPROACH ENSURES CLIENTS RECEIVE A COMPREHENSIVE, WELL THOUGHT OUT SOLUTION, TAILORED TO THEIR SPECIFIC SITUATION, USING THE BEST POSSIBLE RISK CAPITAL PROVIDERS.

• Covers loss caused by a seller’s misrepresentation.

• Covers loss caused by the disallowance of a covered tax position.

• Covers loss caused by a final judgment or regulatory order adverse to the insured risk e.g., successor liability, pending or threatened litigation or regulatory matter.

• Sellers can remove deal “issues” from negotiation in advance through tailored insurance solutions; • Buyers can resolve issues through insurance while obtaining better terms from seller.

BOTTOM LINE

TRANSACTIONAL RISK| REPS EXPRESS AN EFFECTIVE INSURANCE SOLUTION TO ADDRESS THE NEED FOR LOWER LIMIT R&W PROGRAMS.

As the market for Reps and Warranties insurance has grown exponentially over the last few years, the Underwriters have become less willing to insure deals that needed less than $10,000,000 of coverage. Depending on the insurance limit as a percentage of the deal size, that means that insurance isn’t available for as much as 35% of the U.S. M&A deals. (Factset Data)

To address this issue, Vanbridge worked with Concord Specialty, one of the most respected firms in the industry to create RepsExpress (www.Repsexpress.com)

Limits available up to $10MM

All industries (other than healthcare and core financial institutions)

Up front underwriting provides comfort that coverage will be available

Pre-negotiated form with built in coverage enhancements

Streamlined underwriting process: Non-binding indicating letter within 48 hours of Vanbridge review

A-rated paper

Coverage for either buyer or seller (with a preference for buy-side policies)

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STEP ONE

Preliminary Info to Vanbridge • Draft Purchase Agreement • Most recent financials • CIM or Management

Presentation • Vanbridge reviews information • Asks follow up questions • Presents to Concord

• Non-Binding indication from Concord

• Pay due diligence fee to commence underwriting • Streamlined underwriting by

Concord • Policy provided • Bind coverage

STEP TWO

STEP THREE

STEP FOUR

TRANSACTIONAL RISK | REP EXPRESS WHAT IS THE PROCESS?

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TRANSACTIONAL RISK | REPS & WARRANTIES

TOTAL LIMITS: ~ $600.0 million

MINIMUM LIMITS: $3.0 million

SIR: 1-2% of purchase price

MINIMUM SIR: $250 - $500k

RATE ON LINE: 2.9% - 3.75% of limits being sought

MINIMUM PREMIUM: $65,000 - $120,000

UNDERWRITING FEE: $20,000 - $40,000

TERMS: Up to 6 1/2 years from closing

SUBMISSION REQUIREMENTS:

Purchase Agreement, most recent audited financial statement, CIM, requested limits and reason why insurance is sought.

• Reps & Warranties policies cover losses sustained by the insured (either buyer or seller) related to breaches of the R&W’s made by the seller in the purchase and sale agreement (“PSA”) or asset purchase agreement (“APA”).

• The policy does not cover known or disclosed matters

(matters disclosed for purposes of one rep are deemed to be disclosed for purposes of all other reps), nor does it cover known liabilities and/or specific indemnities. However, underwriters may consider providing coverage for individual contingent liabilities.

SITUATIONS WHERE TAX INSURANCE HAS BEEN SOUGHT:

• Related party transactions, including transfer pricing issues

• Limitation on net operating loss carry forwards arising form an acquisition of

the company

• Tax liability arising from the loss of “S” corporation status

• A merger or other reorganization structured to qualify as tax-free (§368)

• A corporation’s spin-off of a subsidiary structured to qualify as tax-free (§355)

• Whether tax credits may be “recaptured.”

• Tax uncertainty recorded in financial statements or disclosed in tax returns

• Characterization of a capital infusion as debt or equity

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TRANSACTIONAL RISK | TAX INSURANCE

CAPACITY: ~$400mm.

ROL: 4.0% - 8.0%

POLICY TERM: 6 ½ years

UNDERWRITING FEE: $25,000 - $50,000

SUBMISSION REQUIREMENTS: We will work with client to fashion the most narrowed “Covered Tax Position” that fully satisfies client’s needs.

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• Insures loss resulting from an adverse result in a pending, threatened or potential lawsuit or regulatory matter in the context of an M&A transaction.

• E.g., Successor Liability; Scheduled dispute; or expectations connected with a pending or threatened litigation disclosed to the buyer.

TRANSACTIONAL RISK | CONTINGENT LIABILITY

CAPACITY: $60,000,000

SIR: Above expected settlement value plus defense fees

PRICING: 6% - 15% of limit of liability

TERM: Up to six years (or just one year, but with a claim)

SUBMISSION REQUIREMENT:

We will work with counsel to protect the privilege and underwrite the risk.

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TRANSACTIONAL RISK | WHY VANBRIDGE? WE BELIEVE THAT THE STRENGTH OF VANBRIDGE AND ITS SUBSIDIARIES CAN GIVE OUR CLIENTS A COMPETITIVE ADVANTAGE IN STRUCTURING INSURANCE SOLUTIONS THAT REMOVE OBSTACLES AND IMPROVE TRANSACTIONS.

WHOLESALE PLATFORM We work with local and regional brokers who provide great service, but who don’t have the technical capability in this space.

EXPERIENCED TEAM Our team includes several of the original brokers and attorneys who developed these products in the mid-1990’s. • Former partner at Mayer Brown, • Former head of Marsh’s Transactional Risk business, • Former senior broker at both Marsh and Aon. .

SENIOR LEVEL RELATIONSHIPS Unprecedented access to the senior leadership of most large insurers; assures our clients the best possible outcome on their placements.

INSIGHT Upfront underwriting work for Concord means we have real time insight into underwriter’s current view.

MULTI-DISCIPLINED TEAM We have experienced professionals who understand both insurance and M&A matters. With backgrounds in legal, banking, investing and insurance, we can dig into complex deals and create solutions. .

APPENDIX

EXECUTIVE TEAM VANBRIDGE LLC

Philip V. Moyles, Jr. | Managing Principal and CEO • 30 years of experience in the insurance industry

• Founded Sharebridge Private Equity Consolidated in 2008

• EVP and CEO of the Americas for Marsh LLC (Marsh & McLennan Companies )

• Former Board Member of Marsh LLC and on the Operating and Executive Committees

• Head of Global Products and Services for Marsh LLC

• Head of Private Equity and M&A services for Marsh LLC

• Served on the Marsh & McLennan Companies Executive Committee

• Chairman and Board Member Vanbridge Holdings LLC

• Board Member Baldwin & Lyons, Inc. and Nebco Insurance Services, LLC

• Senior Advisor Sound Point Capital

• A.B. Kenyon College

• Graduate – The Tuck School of Business at Dartmouth College Executive Program

Donald M. Callahan | Managing Principal

• 30 years of financial services experiences in sales, trading and investment banking

• Managing Director and co-head of Morgan Stanley’s Financial Institutions Group within Global Capital Markets; founded and led Morgan Stanley’s Insurance Solution Group

• Hedge fund partner and proprietary trader at Lehman Brothers

• 9 years in derivative sales and marketing at Goldman Sachs

• Graduate of the University of Michigan

• MBA Cornell University

Jonathan S. Legge | Managing Principal

• Head of Executive Risk Practices at Vanbridge

• Managing Director at Marsh Inc., leading the firm’s Private Equity and M&A Services (FINPRO) Placement Group

• Developed M&A insurance solutions and General Partnership Liability and D&O portfolio programs

• B.A. Drew University

Kenneth R. Pierce | Managing Principal • 30 years of experience as a reinsurance lawyer and structurer; focused exclusively on convergence of

reinsurance and capital markets for the last 15 years

• Senior Partner and Global Head of the Insurance Industry Group at Mayer Brown LLP; former Equity Partner at Cadwalader and Chadbourne

• Co-head of Reinsurance Solutions at Morgan Stanley

• Member of pioneering team that founded Lehman Re Ltd.

• A.B. from Brown University, magna cum laude, Phi Beta Kappa

• J.D. from Harvard Law School

A. Michael Salem | Managing Principal

• A decade of experience in structuring, principal investing and insurance advisory

• Portfolio Manager at Arrowgrass Capital focused on balance sheet arbitrage and insurance company investing

• Three years prior to founding Vanbridge spent advising large hedge funds on private transactions in the insurance space

• Expert in P&C, variable annuities, mortgage insurance and structured reinsurance

• B.S. in Computer Science from Brown University

• M.S. in Electrical Engineering from Stanford University

Barbara A. Bell | Managing Principal

• Chief Operating Officer of Vanbridge

• 30 years of experience in the insurance industry

• Prior to joining Vanbridge, Ms. Bell was a Managing Director at Marsh Inc.

• COO of Global Placement of Marsh’s Insurance Distribution Group ; Developed and implemented small business platform at Marsh

• Senior Vice President of Guy Carpenter (New York and San Francisco)

• B.A. SUNY Buffalo

• M.A. Organizational Development, Fielding Graduate University

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DISCLAIMER

Disclaimer

All material contained herein, including proposed terms and conditions, is for discussion purposes only. Final terms and conditions may change without

notice and are subject to further discussions and negotiations. Unless and until a written agreement is executed concerning the Transaction, neither

Vanbridge LLC nor any of its affiliates will have any obligation with respect to the Transaction regarding the Company, whether by virtue of this letter, any

other written or oral expression with respect thereto or otherwise. We make no representations, and neither give you any advice concerning the appropriate

legal treatment, regulatory treatment, accounting treatment or possible tax consequences of any indicative transactions. Confidentiality

The information in this presentation is confidential and proprietary. By opening and reviewing this presentation the reader agrees to treat this information as

confidential and agrees to use this information for the sole purpose of a potential transaction between the reader and Vanbridge LLC. Notwithstanding

anything herein to the contrary, Confidentiality does not encompass the tax treatment and tax structure (as such terms are used in regulations promulgated

under Internal Revenue Code §6011) of the transactions described herein.

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CONTACT US

NEW YORK 1185 Avenue of the Americas 32nd Floor New York, NY 10036

Main: 646.572.9350

Websites www.vanbridge.com www.alangray.com www.uiservices.com www.dowlinghales.com

STAY IN TOUCH

BOSTON 88 Broad Street Boston, MA 02110

CHICAGO 401 North Michigan Avenue Suite 2920 Chicago, IL 60611

BOCA RATON 225 NE Mizner Boulevard Suite 675 Boca Raton, FL 33432

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