ImpressionistSESSION THREE WORKBOOKDecisions and Notes for Modules 1 – 6

BSMARTer Business Simulation Management and Relationship Training

Executive Summary

1

Since inception, Impressionist Wealth and Investments has successfully managed two distinct business lines; wealth management and investment management. With continued success in both business lines, we have made the decision to fully combine both business lines into one firm. We believe this move will benefit our shareholders, employees, and most importantly our clients. We are extremely excited about this announcement.We made this decision for the following reasons:

• Simplify our ownership structure. Separate ownership of two distinct business lines was creating issues and complications. To remedy this, owners will now own a stake in a single entity. We will use a third party valuation service to value each business line separately, and current owners will exchange their ownership for value in the new entity.

• We see value in offering both services under one roof. Our Wealth Management arm can benefit by our in house Investment expertise. Our Investment Management side also benefits from our deep insight into Wealth Management and Financial Planning (part of our investment management value proposition is that we know how to run money for taxable individual investors – we do it for our own clients).

• Both businesses will benefit from economies of scale as we can share overhead costs, spread out the costs of building our brand and invest more resources into both businesses.

• We also like the diversity of revenues – the stability of our Wealth Management business will help in down markets and the scalability of our Investment Management business will offer us the potential of superior economics.

Executive Summary Cont…

2

We decided against two separate entities however we do realize this decision comes with challenges. Several we have identified and are ready to face head on:

• Perceived conflicts of interest on the Wealth Management side. It will be important that our in-house investment committee for Wealth Management adhere to open architecture and select the best investment options available to clients, whether those our internal or external. We will also ensure that their compensation plan is product agnostic. The needs of our clients must always come first.

• Our competitors in the Investment Management space will highlight the fact that they do not offer Wealth Management. RIAs that utilize our Investment Management products may see us as a potential competitor. To mitigate this risk, we will be adopting a comprehensive rules of engagement policy for dealing with Investment Management clients.

• Our competitors in the Wealth Management industry will likely point out these perceived conflicts of interest to our clients and prospects. Again, this will require us to affirm our commitment to hiring best in class Investment Management. We also believe our ability to derive revenue from Investment Management within our Wealth Management segment, will allow for additional flexibility and competitiveness with respect to our Wealth Management pricing. We believe this will help off-set some of our competitive threats.

• Certain owners of today’s business lines may balk at having their ownership stake merged into one firm. They could cite lack of control over their own destiny. Again, we believe the benefits of the combined business lines will more than off-set these concerns.

In addition to merging into a single entity, we will also be addressing a number of corporate governance issues, including:, requirements of new partner admission, structure of the BOD and an update to our internal succession plans – as noted in the following pages.

Fundamentals of Equity

MODULE ONE

Changes in Equity

4

1. We now have one ownership structure - We had a third party valuation done on both the IM and WM business. Valuations were similar for both business, IM business has higher margins but WM business received a higher EBITDA multiple due to stability of the WM model. Combined entity has a valuation of 8.5X EBITDA. Owners of IM and WM business have exchanged their shares for ownership in combined entity. Potential multiple expansion for combined entity helped off-set some of the concerns of the owners on the IM side.

2. How will we deal with a departure like Eddie’s? And any other future departures? (see Succession Plan)

• Succession planning/buyouts - Future buyouts will be done over a period of 5 – 9 years depending on internal demand for equity from existing partners and cash flow needs of the business.

• Valuation will be based on most recent multiple coming from third party valuation. Shares will be offered first to new partners, and after that to existing partners.

• We will also look to offer liquidity opportunities to existing partners well in advance of their departure. In order to prevent a situation like we are currently going through with Eddie, we’d like to begin transferring some ownership from the “equity heavy” Senior Partners to the Junior Partners. Junior Partners will be able to buy in over five years at a rate of Prime + 1.75%.

*On the next page view the current ownership breakdown (as two entities). We will address the changes in equity (as one entity) under Partnership Agreements.

Changes in Equity cont…

5

Membership and Ownership Interest – Ownership as two entities WEALTH MANAGEMENT INVESTMENT MANAGEMENT

3. Eddie’s shares will be purchased by a combination of two new Associates that will be offered ownership (Paul and Fred) in addition to existing partners.

4. Over time it is our goal and expectation that ownership will be more widely distributed. This should enhance the liquidity of our shares. Having owners retire with > than 20% of the outstanding shares will be challenging as Impressionist continues to increase in value.

25%

25%15%

15%

5%5%

5%3%2%

Claude Monet Eddie Manet Betty MorisotGustave Caillebotte Paul Cezanne Frederic BazilleAlfred Sisley Mary Cassatt Armand Guillaumin

25.00%

20.75%20.00%

16.25%

6.25%3.75%

3.75%1.25% 1.25% 1.25%0.50%

Pierre-Auguste Renoir Mary Cassatt,Edgar Degas Claude MonetEddie Manet Betty MorisotGustave Caillebotte Paul CezanneFrederic Bazille Alfred SisleyArmand Guillaumin

Valuation Principles and Experience

MODULE TWO

Firm Value

7

Current firm valuation is $50MM. This gives us a current multiple of 8.5X EBITDA. This value was based on a discounted cash flow model. We will use this multiple until our next updated valuation in 12 months. (We do reserve the right however to obtain an updated valuation in the interim if approved by a majority vote of the BOD). All purchases will be based on this multiple until our next valuation.

Based on the recent performance and growth of Impressionist Inc., we expect this multiple to expand into the 9X- 11X range. as we get closer to $100MM in revenue. Because of the potential for an increasing multiple, we expect strong demand for Eddie’s shares.

We’ve also taken action on a number of initiatives that we believe will positively impact our valuation:

• We have 2 year non competes in place, including non solicitation agreements• Audited P &L going back 5 years• Participating and benchmarking our KPIs with other top quartile firms.• Board of Directors/Operating Agreement strong and in place

The BOD addressed discounting Eddie’s payout because of quick departure and not willing to stick around – Based on consultation with Tim Kochis and the operating agreement that was in place we understand that we must abide by our original Operating Agreement. We have updated the Operating Agreement to provide the firm with additional flexibility in the event that we once again face an unexpected departure. The Firm will retain the right to extend the terms of the buy out up to nine years (as opposed to the standard seven) with a Super Majority vote of the BOD. Financing will be similar to buy in, with an interest rate of Prime + 1.75%.

*We will obtain an outside independent valuation every 12 months. We were using 24 months but based on the increased value and rapid growth we have decided on 12 months. We will use the discounted cash flow model that incorporates comparables to set valuation.

New Partnership Admission

MODULE THREE

Criteria for New Partners

9

We believe that our ability to attract retain and motivate talented individuals will be the key determinant in our long run success. Nothing will be more critical to the firm than how we handle the admission of new partners to the firm.To be successful with this, we believe the process must be fair, transparent and will include a “buy-in” component (equity will not be given away).

Our criteria will include a combination of factors:

• Experience

• Ethics and Integrity

• High personal standards/Job Performance

• Embraces the culture

• Emphasis on clients and relationships

• Willingness to learn

The firm’s leadership committee comprised of the owners and management will set the criteria for ownership, help identify candidates, mentor candidates and decide on when to offer ownership when appropriate.Terms of the buy-in will be in accordance with those outlined in our LLC Agreement (7 years with financing at Prime + 1.75%)

(See Succession Plan for talent assessment of two junior partners – Paul Cezanne and Fred Bazille) For this particular partnership assessment, we utilized the IWS Talent Assessment Tool for each junior partner and cross referenced it with our criteria.

Partnership Agreements

MODULE FOUR

Partnership Agreements

11

Redline of our term sheet

• Entity and Business – Now operate as one LLC

• Board of Directors

• One Board consisting of our five largest owners: Claude Monet, Betty Morisot, Pierre- Auguste Renoir, Mary Cassatt and Edgar Degas. We will use an odd number to avoid ties in voting

• Each BOD member will have one vote, regardless of ownership percentage

• The board will continue to meet quarterly or as they see fit to make decisions

• Emergency BOD meetings can be set up by any of the five board of directors

• All five board of directors will be required to vote

• The Board of Directors will have a dual mandate

• Advisory: consult with management regarding strategic and operational direction of the firm

• Oversight: monitor company’s performance and expenses

• Partnership Agreements

• Terms of buy in will be seven years at a rate of Prime + 1.75%

• Terms of liquidation will be seven years at a rate of Prime + 1.75%. Depending on circumstances, BOD can approve a shorter or longer time frame

Partnership Agreements Cont…

12

D. Ownership Transfers will occur as new partners enter the firm and as other partners retire or exit. Purchase and sale value will be based on the EBITDA multiple as determined by the most recent third party valuation. If the BOD has determined there has been a material change to that value in the interim, they may order an updated third party evaluation. In addition, the BOD reserves the right to lengthen the terms of buying out existing owners as necessary . *The board has to approve all new owners and can reject new owners for any and no reason and the board can terminate an owner at its discretion with a super majority vote (super majority as defined by 2/3rd of the BOD).

Updated Ownership Interest after the Merger

14.8%

14.1%

11.9%24.4%

11.1%

11.1%3.7%3.7% 3.7% 1.5%

Pierre-Auguste Renoir Mary Cassatt, Edgar DegasClaude Monet Betty Morisot Gustave CaillebottePaul Cezanne Frederic Bazille Alfred SisleyArmand Guillaumin

Partnership Agreements Cont…

13

E. Management of the Firm- Strategic initiatives and operational direction will be determined by the BOD. However, the CEO, appointed by the BOD, and the management team will be responsible and accountable for execution. Claude will remain CEO but he has informed the BOD that a succession plan needs to be established in order to ensure a smooth transition to his successor. (Please see page 16 for updates on the succession plan and the process currently underway.)

F. Distributions and Capital –

• Each partner is responsible for filing their own tax return and making estimated payments.

• The firm cannot force partners to contribute more cash or other assets to the firm.

• Earnings will be used to pay a dividend to the owners of the firm and to reinvest in the business. The BOD will annually determine the amount that goes into re-investment and he amount of the annual dividend.

Founder Succession

MODULE FIVE

Succession Plan

15

Impressionist has a few issues/topics to address in regards to Succession Planning and solidifying our continuity process so that Impressionist can continue to thrive and be successful long term:Eddie’s DepartureWe had to address Eddies quick departure and ‘demand’ to have his shares bought. A departure with this timing was not specifically addressed in our Operating Agreement, however it will be going forward. Based on what the current operating agreement states, we will pay Eddie out based on the valuation given. Eddie’s total percentage of ownership (had 25% of WM and 6.25% = 25% of 25% of the IM side) which results in 15.625% of $50M which is $7.81M . This payout will occur over 7 years. In our updated LLC agreement, we will reserve the right to modify terms of our payout in the event of unplanned departures.

We have decided not to name a new president but instead develop other employees in the areas he was involved in- Eddie was originally named President more as a result of being a co-founder rather than his actual job duties. Claude will continue to serve as CEO which in fact encompasses many of what most would consider Presidential duties. Eddie’s leadership and participation on the BOD has been addressed in the revised Operating Agreement . In addition to several existing partners looking to increase their ownership we also have two junior partners that have expressed interest in additional equity. We completed IWS’ Succession assessments on both Paul and Fred and combined this with our own internal criteria for Partnership to determine how much each would be offered (to buy). Through this, we will be able to absorb Eddies shares over the next seven years.

While both are great employees – we see Paul as more ready right now to have more ownership and will address that in the months to come. Fred has potential and we will invest more time in further developing his skills and talents.

Succession Plan cont…

16

Of the 6 criteria in the Fidelity assessment where we see Paul shining is his management acumen , self knowledge and willingness to take responsibility. Paul’s extensive background and growth since joining the firm prove this. We also looked at our criteria the BOD came together on and find him again strong in the areas of experience, job performance and embracing the culture.Fred is a successful employee and junior partner but we feel he could use more work in the areas of self knowledge and management acumen. We would like to see how he addresses this feedback and also like to build on his experience and willingness to learn.

Claude’s SuccessionClaude has let the BOD know that now at the age of 59 he would like to address and start to work on his succession plan and options. As the remaining founder he wants to ensure there is a solid plan in place and Impressionist is prepared. The BOD has discussed this and has actively started to look at some potential employees internally as well as opportunities externally.With respect to our LLC agreement and succession planning:1) The LLC agreement will lay out a structured and detailed process. The process will be

consistent and available to all partners.2) All sales will be between the partner and the firm, no partner to partner deals will be

allowed.3) Failing to notify the Partners of a departure in a timely manner (which we define as 12-18

months) can result in modified terms (time period can be extended from standard seven to nine) when a partner would like to liquidate their ownership stake – as spelled out in the LLC agreement .

4) Per our Operating Agreement, one must be actively employed by Impressionist Inc. to serve on the BOD. Thus once Claude resigns, he will be replaced on the BOD.

Other Initiatives

MODULE SIX

Other Initiatives

18

Describe any other initiatives your firm will undertake.

Notes

Initiative Explanation

1.Expansion into other cities

We looked at this in the past and now as one entity want to revisit. Emphasis will be on finding a potential acquisition candidate that would help strengthen our offering to existing clients.

2.Progress of Strategic Plan Continue to note progress from 2014 and any changes/updates for 2015

3. Explore digital advice model

We will explore offering a digital advice model for our wealth management arm (smaller balance households- emerging mass affluent) and we may offer this to our advisors who utilize our investment management services. Lot of mass affluent clients in the Santa Fe market that need professional help and guidance.

4.Explore building out 401(k) offering

This potential initiative would allow us to leverage WM and IM capabilities for plan sponsors and plan participants. This initiative would be tied into the digital advice initiative. We may be able to capitalize in both areas by leveraging existing resources and more effectively utilizing our existing infrastructure and service model.