SELL-SIDEINVESTMENT BANKINGINVESTMENT BANKING

VALUATION ADVISORY

FORENSIC ACCOUNTING

AL•LIEDConnected or related by similitude, resemblance, or friendship.

3

Allied Business Group helps business owners realize their strategic and financial objectives through the

sale of their companies. We understand that successful deals occur only when price, fit, and chemistry are

aligned. We also understand that every company is different, and thus every sale process is unique.

Selling a business requires careful planning, a significant investment of time and energy, and the guidance of

an experienced M&A advisor. Our professionals work closely with you to develop a personalized approach to

the sale of your company. Drawing on our diverse industry knowledge, proprietary deal management tools,

and support staff, we can help you achieve your strategic goals while ensuring you receive maximum value

for your company.

Helping you maximize the return on your most valuable investment

4

TABLE OF CONTENTS

OUR SALE PROCESS 05

STEP 1 BUSINESS VALUATION 06

STEP 2 STRATEGIC PLANNING 07

STEP 3 CONFIDENTIAL MARKETING 08

Marketing Channels 09

Marketing Materials 10

STEP 4 DEAL MAKING 12

ClearDeal 13

STEP 5 DUE DILIGENCE & CLOSING 16

Virtual Data Room 17

ABOUT ALLIED 18

When you work with Allied, you work with a

diverse team of professionals from all disciplines

across the M&A sale process.

5

A UNIQUE APPROACH TO THE SALE PROCESS

Our unique and disciplined approach to the

M&A sale process provides our clients with

proven results.

We construct successful deals by implementing a disciplined, proven five-step process on every transaction

BUSINESS VALUATION

We perform a comprehensive review of your business to determine the value of your

company. Our knowledge of valuation theory combined with our first-hand M&A experience

produces highly accurate valuation opinions.

STRATEGIC PLANNING

After conducting in-depth market research, we develop a strategic plan defining how we will

implement our resources to obtain the most beneficial outcome in the sale of your company.

CONFIDENTIAL MARKETING

We develop and execute a marketing plan that is designed to draw interest from a large

number of high-quality buyer candidates who will engage in a competitive bidding process. We

accomplish this while maintaining the highest level of confidentiality surrounding the sale of

your company.

DEAL MAKING

Using our proprietary deal management software tools, we manage correspondence with

interested parties and identify the most qualified buyer candidates. We solicit offers from

these buyers and create a competitive bidding environment to help you achieve maximum

value for your company.

DUE DILIGENCE & CLOSING

We help you prepare for potential buyers as they perform a comprehensive review of your

company. By managing your deal team during this critical stage of the M&A process, we are

able to preserve the momentum of your deal and ensure a successful transaction.

1

2

3

4

5

6

Deriving a value for your company

Our process begins with a comprehensive review of your business from which we derive

a value for your company. Our analysis provides us with a deeper understanding of your

company’s strengths, weaknesses, opportunities, and unique investment merit. This process

also helps us identify issues that could deter a successful transaction. Using this analysis we

create a valuation report that will serve as the basis for determining how we can help you

achieve your strategic and financial objectives through a successful sale.

$

Our knowledge of valuation theory combined

with our first-hand M&A experience produces

highly accurate valuation opinions.

STEP 1 BUSINESS VALUATION

Due DiligenceCompany Documentation

Financial & Legal Review

Management Discussions

Facility Tour

External & Internal AnalysisEconomic Analysis

Industry Analysis

Company Risk Analysis

Financial Analysis

Valuation AnalysisIncome Approach

Market Approach

Asset Approach

Discounts

ReportPresentation of Report

Print and Digital Formats

Tips to Maximize Value

7

Determining a course of action

We conduct exhaustive market research to find

the best strategic buyers for our clients.

STEP 2 STRATEGIC PLANNING

During the strategic planning process, we define how we will implement resources

to obtain the most beneficial outcome in the sale of your company. We establish the

marketing strategy to sell your company, outline the timing of key events in the M&A

process, and determine how best to present the unique characteristics of your company.

COMPREHENSIVE BUYER LIST

We perform independent research to compile a list of potential strategic acquirers that

includes contact information for key executives at each company. We also leverage our

proprietary database, which contains more than 8,000 private equity investors who have

registered with our firm as buyers.

8

Creating competition between the best prospective buyers

Private Equity Buyer Registration

4 Future? (#): 2

Our database of financial buyers includes over

8,000 private equity contacts.

STEP 3 CONFIDENTIAL MARKETING

Our marketing process is designed to draw interest from numerous prospective buyers

to create a competitive bidding environment for your company. We accomplish this while

maintaining the highest level of confidentiality regarding the sale of your business.

MAINTAINING CONFIDENTIALITY WITH PROSPECTIVE BUYERS

Our buyer qualification process protects client confidentiality and creates a more effective sale

process by focusing only on the highest quality buyers.

As a first step, we require all prospective buyers to complete our online buyer registration

form. The information gained from this step allows us to assess the prospective buyer’s

ability to complete the acquisition. We then conduct further diligence to evaluate the buyer’s

reputation when completing transactions. Once we determine that a prospective buyer is

qualified we require them to sign a confidentiality agreement. We give prospective buyers the

name of your company and access to the marketing materials we’ve created for your business

only after they have submitted a signed confidentiality agreement to us.

Bay View Equity Partners* Company Name:

Thomas Kane* Full Name:

2012 Fremont Street* Address:

San Francisco* City:

CA* State: 94105* Zip:

(415) 495-1800* Work Phone:

(415) 255-4872Mobile Phone:

tkane@bayviewpartners.com* E-mail Address:

www.bayviewpartners.comWebsite URL:

Prior Acquisitions (#):

Midwest* Geographic Preference:

Majority RecapitalizationPreferred Transaction Type:

Sponsored Fund* Fund Type:

Equity* Types of Capital Provided:

<$10M$10-$25M$25-$50M

$250M+$50-$100M

* Fund Size:

<$1M$1-$5M$5-$10M

$25M+$10-$25M

* Funds Available for Acquisitions:

Consumer GoodsFinancial

Services

Healthcare

Technology

Industrial Goods

Basic Materials

* Target Sectors:

$3-$5M$5-$10M$10-$25M

<$1M$1-$3M

* Target EBITDA:

$50-$100M$100-$250M

$1-$10M$10-$25M$25-$50M

* Target Revenue:

Aerospace

Packaging & ContainersPrinting & PublishingSoftware

Agriculture

Transportation

Metal Fabrication

* Target Industries:

* Indicates required field

9

Maximizing exposure through numerous marketing channels

We utilize several different marketing channels to promote your company to strategic and

financial buyers. Your company’s name is kept confidential in all communications throughout

this initial process.

We prepare a set of materials used to market your business for sale. These documents are

used to position your business in the most beneficial manner.

@DIRECT MAIL

We use direct mail to send a personalized cover letter and confidential

profile to the entire strategic buyer list. This provides a secondary method

for outreach in addition to e-mail communication.

WEB MARKETING RESOURCES

We complement our direct marketing activities with web marketing to

reach additional private equity firms and individual investors. Our web

marketing initiatives allow interested parties (who were not included in our

distribution list) to search for your investment opportunity.

Allied maintains strict confidentiality in every

M&A sale process.

MARKETING CHANNELS

E-MAIL

Allied makes phone calls to obtain e-mail addresses for strategic buyer

contacts and then sends e-mails to the strategic and financial buyer lists.

Messages are sent through an online platform that provides tracking

features, allowing Allied to monitor the interest level of all e-mail recipients.

10

Confidential InformationMemorandum (CIM)

This 50-75 page book is the most

important document for the sale

of your business. It provides an

in-depth look at your company’s

operations, management team,

past financial performance, and

future opportunities.

Confidential Profile

To generate interest in your business while maintaining

confidentiality, we develop a one-page synopsis that

highlights your company’s products, services, and

historical financial performance without identifying the

business by name. We attach a cover letter and distribute

this piece to the entire strategic buyer list.

MARKETING MATERIALS

11

Video CIM

Your company is about so much more than just numbers on a financial

statement and the Video CIM helps us convey that to the most qualified buyers.

This one to two hour video features interviews with management and key

personnel, as well as a tour of your facility. It provides a controlled message that

prospective buyers can replay multiple times before scheduling a site visit to

meet with you. More importantly, it helps them better understand the unique

strengths of your business.

12

Aligning strategic fit, chemistry, and price

During the M&A sale process, a vast amount of correspondence occurs between your M&A advisor and prospective

buyers. Efficiently managing this correspondence is critical in fostering a competitive bidding environment and

completing a successful transaction. Allied is unique among M&A advisors in that it has created a proprietary web-

based tool, ClearDeal, to help achieve this objective. ClearDeal helps Allied’s professionals manage high-activity

deals while maintaining clear and constant communication between their client and prospective buyers.

ClearDeal plays a vital role in managing the deal making process which consists of three stages:

We provide a transparent M&A process, keeping

you fully informed as we conduct our

evaluations of prospective buyers.

STEP 4 DEAL MAKING

INITIAL BUYER RESPONSE

We field initial inquiries from your deal’s confidential marketing campaign and respond to all

information requests regarding your company. We process executed confidentiality agreements

and buyer registration forms before providing buyers with confidential information.

PROPRIETARY DEAL MANAGEMENT PLATFORM

We enter each prospective buyer’s information into ClearDeal, our proprietary deal management

platform. Once a buyer is added to our system, we track all subsequent correspondence with

the party. The information collected for each buyer is aggregated into ClearDeal’s buyer ranking

feature, which allows us to narrow the buyer pool down to candidates who offer the best

strategic fit and chemistry.

LETTER OF INTENT

After we have identified the most qualified buyer candidates, we solicit multiple bids in the

form of a Letter of Intent (LOI), creating a competitive bidding process. Using our proprietary

transaction analysis model, we evaluate each buyer’s bid. Our experienced deal team negotiates

the terms of the offers until they meet or exceed your expectations.

13

ClearDeal, our online deal management platform, gives you a secure, confidential channel

for collaborating with your M&A advisor and staying up-to-date on any developments with

prospective buyers. Designed after our proprietary transaction process, ClearDeal features an

automated buyer communication system that helps us streamline correspondence, increase

response rates from prospective buyers, and document in-depth information about every

activity we perform on your behalf.

ClearDeal is an innovative web-based

tool that enhances transaction efficiency

and success.

CLEAR DEAL

14

CLEAR DEAL

ClearDeal tracks all correspondence we have with prospective

buyers on your behalf. Not only can you see who we

communicate with, you can monitor how and when our

conversations occur and review a summary of our discussions.

Monitor deal activity

15

You can see what

types of prospective

buyers are interested

in your company and

review how we have

ranked them based

on a combination of

different factors.

ClearDeal captures the

current progress of

your deal and provides

a visual breakdown

of the activities and

interest level of

prospective buyers.

Project Dashboard

You can also track prospective buyers

based on the number of times they view

your company’s marketing materials.

16

With help from the rest of your deal team, we negotiate the terms of the definitive purchase

agreement. Our team will organize all closing documents and walk you through the signing of

them. Finally, we will coordinate with the buyer to arrange a wire transfer of payments due at

closing to complete the purchase of your company.

The final steps

We proactively address buyer concerns before

they can jeopardize the transaction.

STEP 5 DUE DILIGENCE & CLOSING

Once we have negotiated a signed LOI with a prospective buyer, we help you manage the due

diligence process. During due diligence, your business will undergo intense scrutiny. The buyer

will carefully review your company’s operations and financial statements and will request large

amounts of information to verify the accuracy of every representation that has been made

about your business.

We oversee the data collection process and fulfill information requests made by the

prospective buyer. Our professionals also manage your M&A deal team, which typically

consists of attorneys, accountants, and other key advisors. These professionals will help

structure your transaction, negotiate a final purchase agreement, and address issues

presented by the buyer during the due diligence process.

Preserving momentum and ensuring a smooth, successful transaction

17

A controlled delivery of your most sensitive company files

A vast number of documents are exchanged during the due diligence process, from

financial statements to customer contracts to employee records. Our VDR provides a

secure, centralized platform through which buyers and sellers can exchange key documents

while monitoring who uploads, downloads, or views every piece of information. The VDR

dramatically simplifies what was once a cumbersome and overwhelming process.

We streamline the information sharing

process to complete due diligence

in a timely, secure, and efficient manner.

VIRTUAL DATA ROOM (VDR)

18

Founded in 2002, Allied Business Group is a boutique investment bank providing mergers and

acquisitions advisory, valuation advisory, and forensic accounting services to privately held companies

throughout the U.S. Our diverse team of professionals provides solutions to the complex challenges and

opportunities faced by business owners.

About Allied Business Group

A competitive bidding market for privately held companies does not appear by accident; rather it must be constructed through extensive research and precise execution of a strategic marketing plan.

ALLIED BUSINESS GROUP, LLCADDRESS 7007 College Blvd., Suite 400 Overland Park, KS 66211

PHONE 913.897.3599

FAX 1.888.857.0169

E-MAIL info@alliedbizgroup.com

WEBSITE www.alliedbizgroup.com