Presentation by: Jeffrey S. McCormick

General Partner of Saturn Partners LLC CEO of Alternative Technology Resources, Inc.

Saturn Partners

What are the exit strategies?

Saturn PartnersSaturn Partners

What are the exit strategies?

1) Cash Flow

Saturn Partners

What are the exit strategies?

1) Cash Flow

2) Sale of Assets/Company, perhaps to employees

Saturn Partners

What are the exit strategies?

1) Cash Flow

2) Sale of Assets/Company, perhaps to employees

3) Reverse into a Shell

Saturn Partners

What are the exit strategies?

1) Cash Flow

2) Sale of Assets/Company, perhaps to employees

3) Reverse into a Shell

4) Private to Private Transaction

Saturn Partners

What are the exit strategies?

1) Cash Flow

2) Sale of Assets/Company, perhaps to employees

3) Reverse into a Shell

4) Private to Private Transaction

5) Merger or Acquisition - Public

Saturn Partners

What are the exit strategies?

1) Cash Flow

2) Sale of Assets/Company, perhaps to employees

3) Reverse into a Shell

4) Private to Private Transaction

5) Merger or Acquisition - Public

6) OIP

Saturn Partners

What are some of the issues for M&A transactions?

Saturn Partners

What are some of the issues for M&A transactions?

1) Tax Considerations

Saturn Partners

What are some of the issues for M&A transactions?

1) Tax Considerations

2) Cash v. Stock

Saturn Partners

What are some of the issues for M&A transactions?

1) Tax Considerations

2) Cash v. Stock

3) Asset v. Stock Purchase

Saturn Partners

What are some of the issues for M&A transactions?

1) Tax Considerations

2) Cash v. Stock

3) Asset v. Stock Purchase

4) Management Issues; Lock-ups, Vesting, Non-competes

Saturn Partners

What are some of the issues for M&A transactions?

1) Tax Considerations

2) Cash v. Stock

3) Asset v. Stock Purchase

4) Management Issues; Lock-ups, Vesting, Non-competes

5) Legal Considerations; Contingencies, Liabilities

Saturn Partners

What are some of the issues for M&A transactions?

1) Tax Considerations

2) Cash v. Stock

3) Asset v. Stock Purchase

4) Management Issues; Lock-ups, Vesting, Non-competes

5) Legal Considerations; Contingencies, Liabilities

6) Perspective: VC, Management, Employees, etc.

Saturn Partners

What are some of the factors that dictate value of acquisitions?

Saturn Partners

What are some of the factors that dictate value of acquisitions?

1) Economic Factors: Revenues, Earnings

2) Technology

3) Competitive Environment of Acquirer

4) Employees and Management

5) R&D Pipeline

6) Market Perception

Saturn Partners

Why are IPOs so attractive?

Saturn Partners

Why are IPOs so attractive?

1) Raise significant amounts of capital

2) Allow you the fuel for acquisition strategies

3) Create awareness

4) Liquidity for investors, employees

Saturn Partners

What are some of the issues and negatives with IPOs?

Saturn Partners

What are some of the issues and negatives with IPOs?

1) You need to be a good storyteller

2) Reporting

3) Pressure

4) Liabilities

5) Visibility

Saturn Partners

General Advice

Saturn Partners

General Advice

1) Technology is tougher to market than a solution

Saturn Partners

General Advice

1) Technology is tougher to market than a solution

2) Build a company to last, be prepared to sell

Saturn Partners

General Advice

1) Technology is tougher to market than a solution

2) Build a company to last, be prepared to sell

3) Set realistic goals and expectations, and allow those to be dynamic

Saturn Partners

General Advice

1) Technology is tougher to market than a solution

2) Build a company to last, be prepared to sell

3) Set realistic goals and expectations, and allow those to be dynamic

4) Wealth is created in concentrated

positions

Wealth is preserved in diversified portfolios

Saturn Partners