Gary Mathias - Managing Director, Carter, Morse and Mathias presented this at the Crossroads Connection Breakfast - Exits & Trends, in Stamford CT on 4/12/2011. Gary Mathias brings 20+ years of experience as an entrepreneur, investment banker, and private equity investor across diverse industries including healthcare, technology, manufacturing, and business services. He was previously the co-founder and president of a software company (sold to Scansource) and the chief operating officer of a health care distribution company. In addition to his operating experience, Gary was senior vice president at GE Equity, partner of an Atlanta-based investment banking firm, and executive vice president of a private equity firm that acquired and developed a portfolio of healthcare services and information technology companies. Gary currently serves on the board of the Stamford Chapter of the Connecticut Venture Group, has been a judge for the Crossroads Venture Fair since 2000, and has been a board director for Diabetes Support Systems, DJJ Technologies, and Dome Imaging Systems

1. M&A Trends Venture and P/E Backed Companies 2001-2010 Presentation to Crossroads Connection Regional Network Series April 12, 2011

2. Boutique investment bank founded in 1987 300+ clients served over 25 years Senior banker orientation focused on building shareholder value Services include Business sales & divestitures Buy-side advisory Capital raises (venture and private-equity) Financial and strategic advisory 1

3. Highlights Exits By Companies Owned By Financial Sponsors (< $500 M) Exits recovered to their 2007 peak MA and NY companies were the most active with exits; CT is a distant 4th Major industries experiencing exits are Software, IT and Consumer Strategic buyers represent the vast majority of exits Acquisitions by Private Equity Investors (<$500 M) 10% of overall M&A activity of all private companies sold in the region Above 2009 bottom but still 40% below 2007 peak in number of transactions Major industries are Consumer, Industrial and Business Services 2

4. Exits By Sponsored Companies Headquartered In the Region

5. M&A Trends in the Region (2001-2010) HQ in the Region Deals < $500M Excluding real estate 1450 reported deals 4 Number of Sponsored Company Exits Source: Capital IQ

6. M&A Trends in the Region (2001-2010) HQ in the Region Deals < $500M Excluding real estate 700 reported deals In $ Billions 5 Total Value of Sponsored Company Exits Source: Capital IQ

7. M&A Trends By HQ State (2006-2010) 6 Number of Sponsored Company Exits Privately held companies Deals < $500M Excluding real estate 840 reported deals Source: Capital IQ

8. M&A Trends By Industry (2001-2010) 7 Top 10: Number and % Share of Sponsored Company Exits Source: Capital IQ

9. M&A Trends By Industry & State (2006-2010) 8 Number of Sponsored Company Exits HQ in the Region Privately held companies Deals < $500M Excluding real estate Source: Capital IQ

10. M&A Trends By Buyer Type (2001-2010) 9 % of Sponsored Companies Acquired by Strategic Buyers HQ in the Region Privately held companies Deals < $500M Excluding real estate 1435 reported deals Average: 87.5% Source: Capital IQ

11. Notable CT Deals 10 Source: Capital IQ

12. Private Equity Investment Activity In Regional Companies

13. M&A Trends in the Region (2001-2010) HQ in the Region Deals < $500M Excluding real estate Exits by sponsored and non-sponsored companies 12 M&A By Private Equity Buyers Source: Capital IQ

14. M&A Trends in the Region (2001-2010) HQ in the Region Deals < $500M Excluding real estate Exits by sponsored and non-sponsored companies 13 Private Equity – Exits versus Acquisitions Share Based on $ Value Source: Capital IQ

15. Summary Strategic buyers will continue to drive exit cycles for financial buyers/investors Limited organic growth Cash on the balance sheet Management incentivized to grow through acquisitions Private equity buyers are more active on both sales and exits Fund life cycles putting pressure on managers to invest remaining funds and liquidate holdings Easing of senior credit is fueling leveraged transactions Private companies in mature industries have limited strategic buyer options Industrial, business services, hardware and IT services 14

16. Contact: Gary Mathias Managing Director gmathias@cartermorse.com Thank You