One Eighty Capital 1

ONE

EIGHTY

CAPITAL

“Making the Possible Probable”

One Eighty Capital 2

OEC Overview

• OEC acquires equity interests in companies and works full-time with current ownership and management to position and sell the business.

• OEC prefers deals where the current owners stay engaged both professionally and financially to fully benefit from the transaction.

One Eighty Capital (“OEC”) provides the capital and management resources necessary to effect the strategic and

operational transformation of a business:

• OEC looks for opportunities that leverage the ability of our managing partners to improve and position businesses for sale to better owners.

• OEC is extremely selective and only targets companies in industries with strong underlying fundamentals where OEC’s specific management talents can affect a significant transformation.

OEC achieves superior returns by quickly developing and executing the transformation plan and by identifying and selling to the best buyer for the

business. We quickly expand both EBITDA and the exit EBITDA multiple.

One Eighty Capital 3

• Chris Baltes– Mr. Baltes has 14 years experience in private equity deal sourcing, fund-raising, and

turnaround management . Prior to being a managing partner of OEC, Mr. Baltes was a partner at a top quartile private equity firm, and was responsible for structuring and executing the operational and strategic turnaround of portfolio companies. Mr. Baltes had direct and primary responsibility for three portfolio companies that created in excess of $480 million of realized investor returns or 5.6X invested capital. He has served on the boards of COHR, Inc., Masterplan, Garden Ridge, Meridian Rail and AllParts Medical.

• Paul Fischer– Mr. Fischer has over 25 years experience in manufacturing operations, finance,

accounting and IT. Prior to being a managing partner of OEC, Mr. Fischer was the CFO of Amsted Industries, a $3.0 billion diversified manufacturing firm. Mr. Fischer was instrumental in the turnaround of Amsted from near bankruptcy in 2001. During his four year tenure as CFO, the equity value of Amsted improved from $300 million to $3 billion. Mr. Fischer was also the COO of Amsted’s largest portfolio company and was responsible for the strategic turnaround of the division from a negative EBITDA to over $100 million of EBITDA in less than five years. He has served on the board of Varlen Corporation, Patil Rail and AllParts Medical.

Who We Are: Managing Partners

Detailed Resumes and Case Studies are available on request

One Eighty Capital 4

OEC and Business Owners Implement

Transformation Plan

Sale Of

Business

BusinessOwners

OECPurchases

Equity Interest

OECInvestors

Sell Portion of

Equity Interest

Proceeds from

Remaining Equity

Interest and Profit

CashPurchase Equity

Interest

Proceeds from Equity Interest and

Profit

Both Investors and Business Owners Benefit from Involvement with OEC

In recent deal, owners tripled the value of their rollover equityDeal

Source

OEC and the Business Owner:Partners in Creating Value

One Eighty Capital 6

Ideal Situations:Business Owners

We look for the following attributes in an business owner:• Have a good business in a market with strong underlying

fundamentals but have reached a decision point in their business.• Need additional capital to expand• Need additional talent to expand• Need exit strategy

• Recognize the value of involving the expert help of OEC.• Two proven management experts working full time in the business• Quickly improve the results and management infrastructure of the

business• Leverage OEC’s ability to strategically reposition and sell the

business

• Willing to negotiate a mutually profitable arrangement • Accept an equity partner with talent and capital• Rollover some or all of their equity• Transfer operating authority to OEC• Sell the business outright in 2-5 years

One Eighty Capital 7

OEC Managing Partners

OEC Capital

Buyout Ownership

Implement Positioning Plan

Develop Positioning Plan

Ideal Situations

OEC only targets high-potential opportunities where

BOTH Talent and Capital are needed.

One Eighty Capital 8

Ideal Situations

• Manufacturing or Manufacturing services company.

• Market served has sound fundamentals.

• Owners at Crossroad• considering selling equity to raise capital or take cash off the table.• Looking for talent or successor

• Transformation Plan suggests ability to create substantial value.

• OEC talent and capital match well with transformation plan

• Owners willing to negotiate acceptable terms.

If Above Conditions are ALL met, OEC develops a comprehensive transformation plan

If Above Conditions are ALL met, OEC acquires equity interest in target company

One Eighty Capital 9

Business Owners can Significantly Increase the Value of their Equity in the Business.

OEC provides superior returns by quickly executing the transformation plan and selling to the best buyer for the business. We expand both EBITDA and the Exit EBITDA Multiple.

The below chart illustrates the increase in an Owner’s wealth from combinations of EBITDA improvement and EBITDA multiple expansion.

Improvement in Value of Owner Investment with OEC Involvement

Expansion of Exit EBITDA Multiple1.0 1.5 2.0 3.0 4.0

0% 100% 125% 150% 200% 250%25% 113% 144% 175% 238% 300%50% 125% 163% 200% 275% 350%75% 138% 181% 225% 313% 400%

100% 150% 200% 250% 350% 450%200% 200% 275% 350% 500% 650%

Assumes OEC Buys 50% of current equity from Owners@ EBITDA multiple of 5.0

results from last deal closed by OEC.

Chan

ge in

EBI

TDA

Note that in above example, owners reduced involvement risk by taking ½ their equity “off the table.”

One Eighty Capital 10

• Since we generally work with business owners that have not considered selling their business, we use a network of sources to uncover opportunities.

• We mine for deals by talking to people that can introduce us to business owners that may fit our profile:– M & A Firms– Wealth Management Professionals– Bankers/Lenders– Private Equity Firms– Attorneys and Tax Professionals– Corporate Executives– Purchasing Professionals– Network of Business Colleagues

• We are creative in developing deal structures that include compensation for deal sources.

How Does OEC Find Investment Opportunities?

OEC as an Investment Opportunity

One Eighty Capital 12

How OEC Works

• OEC offers investors the opportunity to invest in a specific deal as limited partners.

• Once OEC finds a deal, limited partner investors have about 15 days to deliver their committed capital.

• The Managing Partners control the investment and are compensated with 25 percent of the deal profits, calculated on the remaining proceeds after the return of the original investments to the limited partners.

• The Managing Partners also each receive a $125,000 per year advisory fee from the portfolio company.

13

Ideal Investor

• Willing to invest a minimum of $250,000 of capital and no more than 10 percent of their net worth.

• Able to wait 5 years for investment liquidity

• Interested in protecting principal

– Willing to sacrifice upside potential for limiting downside. We achieve this by using debt sparingly.

• Targets 20% annual pre-tax return on investment;– approximately 2 times cash on cash return over four years.

• Has confidence in the integrity and ability of OEC’s management

One Eighty Capital

One Eighty Capital 14

Summary• Our Managing Partners are seasoned professionals with

successful track-records and a vast assortment of business skills; they personally implement the business transformation plan through daily involvement with acquired companies; they also invest a significant amount of capital.

• OEC partners with the previous business owners and involves them in the transformation process.

• OEC is very creative and extremely flexible in developing deal structures that satisfy all stakeholders, align investor risk profiles, and reward deal sources. Business owners can reinvest some or most of their proceeds.

• We are highly selective and only target high-potential opportunities where our management talent and capital match the requirements of the business transformation plan.

One Eighty Capital 15

Appendices

One Eighty Capital 16

• Develop Comprehensive Strategic Transformation Plan.

• Adjust Management Team Capabilities to Align with Transformation Plan Requirements.

• Enhance Management Infrastructure (to fully leverage management capabilities)– Develop Scalable and Secure IT system– Develop Dashboard of Key Measures of Success– Enhance Sound Accounting Procedures and Controls

• Optimize Management Incentive Plans (align incentives and reward success)

• Identify Potential Best Owners of the Business

Transformation Plan: Common Elements