W W W . V E N T U R E - A D V I S O R S . C O M

CFO and Financial Advisory Services For Early

Stage and Rapidly Changing Companies

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Venture Advisors

What We Do

We build, run and support finance organizations for leading start-up, early stage and rapidly changing

companies…

Some of Our Clients

Some of the Investors Who Value Us

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Overview

• Founded in 2002

• We have provided CFO and financial advisory services to 200+ companies

• Unique expertise in rapidly changing industries

• Software and Services• Internet• Mobile / Wireless• Semiconductor• Data Center Technologies

• Strong reputation for quality and integrity within investor and technology community

• High quality and seasoned team of professionals

• Extensive public and private company experience• Highly skilled in critical transactions (capital formation, mergers and acquisitions, IPOs)• Integrated team of full-time VA professionals at CFO, VP Finance and Controller levels

• Biotech/Pharma• Medical Devices• Medical Diagnostics• Retail / Consumer• Clean Tech

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Sales, Marketing,

Business

Development

Research & Development,

Operations, Manufacturing

Controller

Capital Advisory /

M&A

CFO

We serve as a turnkey finance solution for early stage and rapidly changing companies, allowing companies to better focus their efforts and resources on product development, service delivery and sales/marketing activities…

CEO

Our Role

Audit Support

Specialist

Junior

Accountant

VP

Finance

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SOLEPRACTICIONERS

FULL TIMEEQUIVALENTS

VENTURE ADVISORS

Breadth ofExperience

Limited Limited Extensive

Cost Variable Fixed Variable

Scalability Low Low High

Network Low/Medium Low/Medium Extensive

Purchasing Power Low Low High

Models for Building the Finance Function

In building and optimizing a Company’s finance team, companies can best scale their financial operations over time with Venture Advisors on a cost-effective basis versus other alternatives…

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How to Engage Us

Part Time Team Interim Team Tactical Support(Company Side)

• Part Time CFO• Part Time VP Finance• Part Time Controller• Part Time Junior

Accountant

• Full Time CFO• Full Time VP Finance• Full Time Controller• Full Time Junior

Accountant

Function & Roles Assumed

Pricing Model

Value to Client

Augment existing finance team to provide additional bandwidth and/or specialized expertise

• audit support• capital formation• IPO preparation• mergers and acquisitions• valuation

• Variable(cash /equity)

• Variable • Fixed• Success Based Bonus

• Variable• Fixed

(cash /equity)

Access to a broader range of services / expertise with costs better matched to actual resource usage

Access to high quality finance professionals in times of transition / urgent need

Tactical Support(Investor Side)

Provide additional CFO level support for financial due diligence on prospective investments

• Variable • Fixed

Access to high quality finance professionals to support critical events

Deeper dive on financial due diligence to uncover potential issues more quickly and develop appropriate post investment strategies

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• Cash management

•Banking & investment policies

•Cash disbursement policy and approvals

• Investment policies

• Expense and operational control

•Purchase order system and approvals

•T&E policy

• Supplier / partner relationships

•Vendor agreements

•Licensing agreements

• Audit / Taxes

• Investment Banking

• Legal • Lending • Payroll• Insurance • Real Estate• Benefits • VCs / Investors

Manage Service Providers

• Equity capital raise • Sell-side M&A activity • Buy-side M&A activity • Diligence and valuation support• Debt capital raise / Working capital facilities

Prepare for and Execute Critical Strategic Financial Transactions

• Pipeline analysis and review of financials/plans

• Budgeting process

• Analysis of capital requirements

• Infrastructure planning

• Headcount forecasting

• Forecasting and budget templates

• Cash burn analysis

• Monthly financials / reporting package

• Board reporting

• Management dashboards / specialized metrics

• Annual reporting

Review/ Establish PoliciesExecute Day-to-Day Accounting /

Finance TransactionsReport Plan

• Billings

• Cash collections

• Accounts payable

• Payroll

• Benefits

• Accounting close

• Audit preparation and support

• Customer order fulfillment

•Pricing model & contract reviews

•Sales force training

•Credit policies

• Accounting

•Reporting / system requirements

•Revenue recognition

•Fixed asset policy

• IP, intangibles and software capitalization

•Capitalization tables

• Option & stock grants

•Compensation structuring

•409A & 123R compliance

Our Responsibilities

• Commercial Banking

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VA SmartStart – The Early Stage Solution

Effective FinancialCompliance

Best Positions Company to Raise Capital and Capitalize on Growth

Opportunities

Timely, Accurate and Cost-Effective Accounting

1 Launch 2 Operate 3 Grow

• Monthly CFO review to assess risk and long-term path

• Access to specialized skill sets for more complex and/or strategic activities

• Equity financings• Credit facilities• Mergers and acquisitions• Budgeting / forecasting• Compensation planning• Strategic relationships• Identifying and implementing

emerging accounting standards• Negotiating with service providers• Real estate planning

• Client is provided with pre-paid mailers in which all bills, invoices and statements are sent to VA

• VA scans documents into a digital archive• Transactions are processed in QuickBooks

Enterprise

• VA provides all accounting, processing and reporting services

• Invoices• A/R• Payments• Financial reporting• Budgeting

• Conduct business and financial due diligence to understand client’s needs and objectives

• Establish reporting calendar and timeframes

• Define working relationships

• Begin onboarding / setup process

VA SmartStart addresses the very specific needs of new startups and seed stage companies in order to provide basic financial infrastructure in the most cost-effective manner possible…

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Benefits of a Part Time Finance Team

Early stage companies can preserve significant cash resources by matching the variable cost paid for finance infrastructure to their actual needs and required utilization…

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• Full coordination and execution of all audit communication, planning and interaction with external auditors

• Preparation of audit ready work papers, financial statements and notes to the consolidated financial statements

• Debt, equity and stock option roll forward and all related footnote disclosures

• Stock compensation and other equity based payments

• Foreign currency accounting

• Warrant accounting

• Revenue recognition

• Purchase price allocation, accounting and disclosures

• Cumulative unpaid dividend calculations

Detailed Disclosure Calculations - Examples

Audit Coordination

VA Audit Support and Preparation

Through our technical expertise and resources, we allow early stage, middle market and public companies a means to increase the quality and speed of their audit support and preparation process on a cost-effective basis.

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Advisory Services

Our team has extensive experience in raising institutional venture

capital. Our access to venture investors is unparalleled since we

actively work with a wide range of venture capital firms who trust us to

run their portfolio companies financial operations post-investment. In

assisting our clients, we

• Provide CFO level support in capital raise transactions

• Identify, contact and negotiate with new funding sources

• Develop marketing and diligence infrastructure required to support the

transaction

• Investor presentations

• Executive summary

• Financial model

• Data room

We provide a range of buy and sell side merger and acquisition advisory

services. Given the experience of our staff we have the ability to structure

our relationships with clients to be as comprehensive or as tactical as a

particular transaction demands. Upon detailed investigation not every

transaction idea is a good one and we pride ourselves in helping clients

understand the impact of bad deals and avoid them.

• Turnkey buy or sell side transaction execution

• Strategic and financial planning

• Due diligence assistance and support

• Integration services

We have extensive experience in evaluating, structuring and negotiating a

broad range of capital resources including lines of credit, lease lines, venture

debt and equipment financing.

• Identify and evaluate optimal financing structures & sources

• Develop marketing and diligence infrastructure required to support the transaction

• Investor presentations

• Executive summary

• Financial model

• Data room

• Negotiate and structure the transaction

Equity Capital Advisory Credit Facilities and Venture Debt

M&A Advisory / Execution IPO Planning and Preparation

Our team has extensive experience in the company, underwriter and

accounting sides of the initial public offering process. We provide skills that

can speed up the front end of the IPO process at a dramatically lower cost.

• Financial model preparation

• Due diligence preparation

• Kick-off meeting presentations

• S-1 drafting

• Roadshow drafting

• Extra internal finance team support for audit process

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Our role as CFO in the vast majority of our client companies puts us in direct day-to-day contact with leading venture capital investors…

Quality VC Relationships

Equity Providers Debt Providers

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Since our inception in 2002, we have advised more than 200 companies at Venture Advisors. Representative clients include:

Client Base

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$25,000,000Series D Funding

The undersigned served as exclusive financial advisor to Airwide Solutions

UndisclosedSale

The undersigned served as financial advisor to Katzenbach Partners LLC in its sale to Booz &

Company

has been sold to

The undersigned served as financial advisor to Lilliputian Systems

$8,500,000Venture Debt

UndisclosedFinancial Restructuring

The undersigned served as financial advisor to Datatrac

UndisclosedExclusive Sale

The undersigned served as exclusive financial advisor to Optram Incorporated in its sale to Bentley

Systems, Inc.

has been sold to

$6,500,000Exclusive Sale

The undersigned served as exclusive financial advisor to Softsight LLC

UndisclosedExclusive Sale

The undersigned served as exclusive financial advisor to NTRU Cryptosystems, Inc. in its sale to Security

Innovation.

has been sold to

Selected Transactions

has been acquired by

$31,000,000Sale

The undersigned served as financial advisor to Dimdim in its sale to Salesforce.com

has been sold to

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Jim brings over twenty years of financial management experience to his clients. He has extensive hands-on experience in both private and public companies having raised over $100 million in venture financing. Most recently, he has served as interim CFO at several development stage companies guiding them through bridge, venture equity and debt financings. Previously, Jim was Vice President of Finance at Emulex (a leader in Fibre Channel Networking) with responsibilities for operations and investor relations. During his time at Emulex, he participated in several acquisitions and two convertible debt offerings raising more than $650 million. Prior to Emulex, Jim was CFO at Giganet where he led the company through three rounds of financing and sold the business in 2001 to Emulex for $650M . He has also been CFO or held senior financial positions in several software companies including Passkey Systems, DALim, Software Emancipation Technology, FASTech Integration and Bachman Information Systems. He holds an MBA from Boston University and a BS in Accounting from the University of Denver and he is a Certified Public Accountant.

REPRESENTATIVE VA CLIENTS: Bug Labs, Equallogic, Going.com, Knewton, Noble Peak Vision, Perkstreet

Jim AntesPartner - CFOjantes@venture-advisors.com781.273.6076

Public Company / IPO Experience YES

VC Backed CFO Experience YES

Fundraising Experience YES

M&A Experience YES

Financial Credentials CPA / MBA

Experience

Bob joined Venture Advisors in January 2004 and brings more than 25 years experience including 14 as CFO in both publicly traded and venture-backed emerging-growth companies in the technology and medical device industries. He has been instrumental in securing venture financings, restructurings and driving scalable best-in-class business practices and standards for a broad range of venture backed companies.. Prior to Venture Advisors, Bob has served as CFO of Synamics Corp., a multi-national communications company and BaseSix, an interactive IT services company. Prior to these entrepreneurial ventures, Bob was Vice President, CFO and Treasurer of Inso Corporation, a $70 million publicly traded enterprise software company. He also had a successful 14-year career at Data General, where he was CFO of a $625 million multi-national operating division. Bob began his career at Johnson & Johnson as an M&A Analyst and Marketing Accounting Manager. He holds an MBA from Suffolk University and is a graduate of the University of Massachusetts, Lowell.

REPRESENTATIVE VA CLIENTS: DataTrac Corporation, Dimdim, Spectrum Transportation, Ze-gen

Bob DudleyPartner - CFObdudley@venture-advisors.com781.273.6072

Public Company / IPO Experience YES

VC Backed CFO Experience YES

Fundraising Experience YES

M&A Experience YES

Financial Credentials MBA

Doc offers his clients more than 30 years of experience as a CFO and COO, mainly with start-ups and emerging growth companies. He has led nine rounds of venture and strategic funding totaling $65 million and also led a successful IPO with an initial capitalization of $150 million, which grew to $280 million within several months. Doc has managed all aspects of finance, accounting and administration, and is well versed in building sound infrastructure to enable companies to scale through the various stages from start-up to mature, sustainable business. Doc has been CFO of both public companies, including Ludlow Corporation and Proteon, Inc., and private companies, including ManagedComp, Into Networks and Chinook Communications, and was the vice president of M&A at Tyco International. He has extensive experience negotiating a wide range of strategic agreements, intellectual property licenses, distribution and joint venture agreements and has executed acquisition/divestiture transactions in excess of $350 million. Doc was previously a principal with Arthur Young & Company, and he has also acquired significant experience in international operations. A magna cum laude graduate of Providence College, Doc received his MBA from Harvard Business School. He is a CPA and earned the Silver Medal for the CPA exam in Massachusetts.

REPRESENTATIVE VA CLIENTS: Digital Arbor,DynamicOps, Innoveer Solutions, Lilliputian Systems, Vela Systems

Doc HonanPartner - CFOdochonan@venture-advisors.com781.273.6070

Public Company / IPO Experience YES

VC Backed CFO Experience YES

Fundraising Experience YES

M&A Experience YES

Financial Credentials CPA / MBA

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Experience

David provides a range of advisory services to our clients focused on capital raise transactions and merger and acquisitions. David served as an investment banker at First Albany Corporation from 1991 to 2003. He was a Managing Director in the Corporate Finance Group, where he was responsible for leading the Boston group's efforts in IT services, software and enterprise hardware markets. His responsibilities included the origination and primary execution of public offerings, strategic mergers and acquisitions and private equity transactions. He has completed more than 60 investment banking transactions and advisory assignments, raising over $2.4 billion for such companies as Airwide Solutions, Forrester Research, NaviSite, NIC, USWeb, iXL, Ericsson, Critical Path and VeriSign. David holds a B.S. from Babson College with majors in Finance, Investments and Economics, graduating in two years with highest distinction. He also earned an MBA from the Wharton School at the University of Pennsylvania.

REPRESENTATIVE VA CLIENTS: Airwide Solutions, eDialog, Katzenbach Partners, Ntru Cryptosystems, Optram, Threadsmith

David RauktysPartner – Advisory Servicesdrauktys@venture-advisors.com781.273.6073

Public Company / IPO Experience YES

VC Backed CFO Experience NO

Fundraising Experience YES

M&A Experience YES

Financial Credentials MBA

Peter Basius joined Venture Advisors in February 2007 and brings nineteen years of experience in technology companies. He most recently served as the Vice President of Finance for ChoiceStream. Before joining ChoiceStream, Peter managed his own consulting business providing accounting and finance services to early stage technology companies such as Incipient, DataPower, Affinnova, VoiceObjects and ChoiceStream.

Previously Peter worked for CyberCFO providing accounting services to their clients and held the controller position at REON Broadband, NetCentric, 4-Sight and Dragon Systems. Peter also had financial roles of increasing responsibility at Parexel, Sequoia Systems and Davox. He received his B.S. in Business Administration from the University of New Hampshire and his M.B.A. from Rivier College.

REPRESENTATIVE VA CLIENTS: Bit9, Incipient, Optiant, Sellmytimesharenow.com

Pete BasiusVP Financepbasius@venture-advisors.com781.856.1111

Public Company / IPO Experience YES

VC Backed CFO Experience YES

Fundraising Experience YES

M&A Experience YES

Financial Credentials MBA

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Experience

Bob brings over 20 years of financial management experience to his clients with experience in both public and private companies. Most recently he served as the Corporate Controller/Treasurer at Amperion. In that role, he has successfully led the company through $40m of equity and bridge financing events. He has several years of broad based experience and specific expertise within the technology/manufacturing space with extensive knowledge overseeing financial operations and financial reporting.

Prior to joining Amperion, Bob served as a Senior Financial Consultant for Parson Consulting, a high end financial consulting firm headquartered in Chicago, where he specialized in revenue recognition initiatives, SEC reporting, ERP implementations and process re-engineering efforts. He has held senior financial positions at several technology companies including Mercury Computer Systems, IDE Associates and Compugraphic.

Bob holds an undergraduate degree from Bentley University and an MBA from Suffolk University.

REPRESENTATIVE VA CLIENTS: Amperion, Exit41

Bob MulcahyVP Financebmulcahy@venture-advisors.com978.835.9988

Public Company / IPO Experience YES

VC Backed CFO Experience YES

Fundraising Experience YES

M&A Experience NO

Financial Credentials MBA

Leighanne Henkenmeier joined Venture Advisors in March 2010 and brings nineteen years of experience in technology, retail and financial services companies. She most recently served as the Vice President of Finance for Mercatus and its newly acquired subsidiary, Financial Research Corporation. Prior to this role, Leighanne started and managed two separate companies, a high-end retail business and her own CFO consulting business. Her consulting business focused on assisting early stage technology companies in raising venture financing and building finance systems and teams to manage rapid growth. Her clients included Maven Networks, Habama and Epesi Technologies.

Previously, Leighanne held Director of Finance and Controller positions at Resonate and Mainspring, both venture-backed technology companies preparing for IPOs. Leighanne was also an Audit Manager in the technology practice of Price Waterhouse where she managed both private and publicly-traded clients. She received her B.S. in Business Administration from the University of Massachusetts and is also a Certified Public Accountant.

Leighanne HenkenmeierVP Financelhenkenmeier@venture-advisors.com781.603.6203

Public Company / IPO Experience YES

VC Backed CFO Experience YES

Fundraising Experience YES

M&A Experience YES

Financial Credentials CPA