BUSINESS VALUATION SERVICES GROUP

The next level of service

An independent member of UHY International

Our specialized services leverage the experience and unique talents of our highly motivated professionals to address the complex challenges and critical issues facing our clients.

ABOUT UHY LLP

UHY LLP (“UHY”) is a nationally-recognized U.S. based accounting firm with more

than 15 offices located throughout the country. From these offices UHY employs more

than 700 service professionals. Internationally, UHY is a founding member firm of

UHY International (“UHYI”), currently the sixteenth largest international accounting

network with over 7,500 professionals employed through more than 325 business

centers in nearly 100 countries around the world.

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UHY is committed to providing companies, business owners and their advisors with the highest quality valuation services available.

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ABOUT OUR BUSINESS VALUATION SERVICES GROUP

Our Business Valuation Services Group’s outstanding reputation has been earned by

providing more than 50 years of financial valuations to clients for various purposes

relative to their businesses.

Our practice is staffed with a dedicated team of over a dozen professionals who have

successfully worked with law firms, corporate counsel, insurance companies, banks,

other professional advisors, corporate officers, boards of directors and business

owners to deliver a comprehensive scope of services.

WHAT SETS US APART

DIFFERENTIATING FACTORS OF WORKING WITH OUR BUSINESS VALUATION SERVICES GROUP

Some attributes that set us apart from other specialty firms include:

• A commitment to engagement team continuity and responsiveness to client needs

• Absolute independence and objectivity with respect to all appraisal engagements conducted

• Rigorous adherence to appraisal standards and ethics that govern the profession, ultimately ensuring confidence and reliability of the valuation

• A professional relationship that integrates and cares for both your business and personal needs

• Consistent (project-to-project) level of consulting staff with superior knowledge of our client’s business

• Top-level attention to detail and personalized service to ensure accountability, responsiveness and professional services of the highest quality

• Robust technical expertise tailored to our client’s needs as well as their industry and environment

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Our national team’s deep technical expertise and personalized service are just a few of the many attributes that set us apart from the competition.

INDUSTRY LEADERSHIP

Integrity and honesty are the core of our business. We will not accept engagements that we are not capable of completing nor will we offer opinions that we are not qualified to give. Additionally, our firm will fully embrace the letter and spirit of the laws, rules and professional standards that govern our practice. Our continued success is maintained by an unwavering commitment to these principles.

Our work has been reviewed and accepted by the Internal Revenue Service, Securities and Exchange Commission, independent auditors from national and regional CPA firms and courts in varied jurisdictions, both state and federal.

Our senior members have testified before State and Local Courts, Federal District Courts, State Supreme Courts, Surrogate’s Courts, U.S. Bankruptcy Court and Arbitration Panels.

Our valuation specialists have been called upon as speakers for professional groups such as the American Bar Association, the American Institute of CPAs and the American Society of Appraisers.

UNPARALLELED EXPERTISE

The core of our expertise is built upon the valuation of financial assets including intangible property. Members of our Business Valuation Services Group possess advanced degrees in accounting, finance, economics, law and business and have earned professional accreditation distinctions that include the following:

• Certified Public Accountants (“CPA”)

• Certified Merger and Acquisition Advisor (“CM&AA”)

• Certified Fraud Examiners (“CFE”)

• Chartered Financial Analysts (“CFA”)

• Certified in Financial Forensics (“CFF”)

• Senior Membership in:

American Society of Appraisers (an “ASA” designated in Business Valuation “BV” and in the appraisal of Intangible Assets “IA”)

American Institute of Certified Public Accountants (“AICPA” designated as an Accredited Business Valuator “ABV”)

National Association of Certified Valuation Analysts (“CVA”)

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BUSINESS VALUATION

UHY’s Business Valuation Services Group is committed to providing valuations to enterprises, business owners and their advisors. The core of our experience is built upon the valuation of financial assets including intangible property.

We serve a range of clients from publicly traded corporations to privately-held companies in numerous industries. Our clients and their advisors rely on our technical expertise, superior service and access to the resources and industry expertise resident throughout UHY. Whether it is for purposes of financial reporting; tax planning and compliance; mergers and acquisitions; litigation; or corporate strategy, our core competency is relevant and often critical to the client’s needs.

We have an uncompromising determination to continually surpass expectations. We take pride in providing well-supported analyses and giving advice on time and with exceedingly high standards. We take the time to understand our client’s needs and remain flexible to tailor each project to satisfy the requirements of the situation.

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VALUATION SERVICES OFFERING

We have an uncompromising determination to continually surpass expectations.

ESTATE, GIFT & INCOME TAX VALUATION

The Business Valuation Services Group recognizes that these valuations must meet strict requirements promulgated by the Internal Revenue Service in the Internal Revenue Code, Regulations and other rule-based pronouncements. Having an appraisal that meets these requirements is important, but just as important is having a defensible and supportable valuation conclusion using financial theory and empirical data appropriately.

Examples of valuation services for estate, gift and income tax purposes include:

• Equity and debt instruments issued by closely-held companies

• General partner and limited partnership interests in Family Limited Partnerships (FLPs)

• Member interests in limited liability companies – both managing and non-managing member interests

• Convertible and Payment-in-kind (PIK) securities

• Blockage discount determination

• Intellectual property – including patents, copyrights and trademarks

• Stock options, phantom stock plans and restricted securities

• Personal goodwill

• Employee Stock Ownership Plans

• Covenants not to compete

• Customer lists and other customer based intangible assets

FINANCIAL REPORTING VALUATIONS

Over the years, the concerns of regulators, shareholders and other stakeholders have given rise to dramatic changes in GAAP Fair Value Accounting. The thrust of such dynamic change has been to enhance transparency, consistency, quality and the reliability of financial information. As a result, the level of scrutiny and financial reporting compliance faced by companies have been substantially elevated as well.

In this ever-changing and demanding environment, the UHY Business Valuation Services Group is positioned to provide clients with the technical valuation expertise, knowledge of accounting guidance and practical “hands-on” perspective to assist with complex valuation challenges. Of course, our financial reporting valuation services are conducted in full accordance with applicable Accounting Standards Codification (ASC) and International Financial Reporting Standards (IFRS) in a thorough, yet cost-effective manner that exceeds our client’s needs and expectations.

Our financial reporting valuation services include, most notably, the following:

• ASC 350 - Impairment of Goodwill

• ASC 360 - Impairment/Disposal of Long-Lived Assets

• ASC 718 - Stock Based Compensation

• ASC 805 - Business Combinations/Purchase Price Allocation

• ASC 815 - Derivatives

• ASC 820 - Fair Value Measurements

Our team of professionals have earned important credentials – those germane to financial reporting valuations include the Accredited in Business Valuation (ABV) designation from the AICPA, as well as the Accredited Senior Appraiser (ASA) and the Intangible Asset (BV/IA) designations from the American Society of Appraisers. In this specialty area of valuation practice, our reputation for superior service, technical expertise and commitment to excellence distinguishes us from our competitors.

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STRATEGIC FINANCIAL ADVISORY SERVICES

The UHY Business Valuation Services Group offers clients a full range of services including strategic financial advisory services to assist management in many areas such as the following:

• Buy-sell valuation and consulting and ownership transition valuations

• Assisting management with valuation modeling and sensitivity analysis for a proposed transaction

• The valuation of minority interests

• Transaction support

• Identifying value drivers and their impact on value

• Analyzing of financing alternatives

• ESOP financial feasibility analysis and valuation

• M&A representation and consulting

FAIRNESS & CAPITAL ADEQUACY OPINIONS

As an independent advisor, our UHY Business Valuation Services Group provides Fairness Opinions that address whether a particular transaction under consideration is “fair from a financial point of view” to a specified party in that potential transaction. Essentially, Fairness Opinions are intended to provide comfort to the designated party contemplating a deal on the table.

We are well aware that Fairness Opinions are crucial to our clients’ deal decision-making process. In this regard, we undertake valuation procedures that are comprehensive in nature to ensure that the client’s decision is predicated upon due care and consideration of all relevant market factors and valuation conditions associated with the pending transaction under review.

Fairness Opinions are typically prepared for the benefit of independent directors and fiduciaries, buyers or sellers, limited partners, institutional investors and trustees. Transactions triggering the need for Fairness Opinions include tender offers (Leveraged buyout, Management buyout and going private), large block stock purchases, mergers and acquisitions, divestitures, reorganizations and hostile takeovers. Fairness Opinions are conducted for both private company and public company transactions.

The UHY Business Valuation Services Group has the requisite specialized talent and experience that is brought to bear in each and every Fairness Opinion engagement. Our team is committed and focused on providing reliable independent results in the most cost-effective and timely fashion possible pursuant to our client’s needs.

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Top-level attention represents our commitment to ensure accountability, responsiveness and quality on every Business Valuation Services Group engagement undertaken.

FRAUD & FORENSIC ACCOUNTING

As one of the top professional services firms in the country, we specialize in the detection, prevention, investigation, analysis and reporting of fraud, theft, errors and irregularities and other misconduct that can place the financial viability of a company at risk. Each engagement is assigned to a team with substantial relative experience that may include Certified Public Accountants, Certified Fraud Examiners, Certified Forensic Accountants, Certified Internal Auditors and other professionals with advanced degrees in finance, economics and business. Our fraud and forensic accounting services include:

• Internal investigations

• Corporate fraud investigations

• Fraudulent financial reporting

• Misappropriation and diversion of assets

• Recovery of electronic data files and digital security

• Asset searches and recoupment

• Cash skimming analyses

• Business insurance claims

• Insurance fraud

• Design and review of fraud prevention and detection controls

• Estate and bankruptcy investigations

• Financial analysis to identify economic damages, including early case assessment

• Identification of issues related to the analysis of financial, economic and technical information

• Investigation of alleged theft of trade secrets

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Our Business Valuation Services

Group is just one service line within

our overall Forensic, Litigation and

Valuation Services Practice area. Many

of our professionals in this group also

possess expertise that is relevant to a

wide-range of forensic and litigation

services. Some of the additional service

areas which are addressed through the

expertise of the professionals in our

Business Valuation Services Group are

noted in the following columns.

ADDITIONAL RELATED SERVICES

LITIGATION CONSULTING

Disputes over the value of a business, an ownership interest or of intellectual property happen very often. Our team of experts has the requisite experience, technical knowledge and communication skills to be very effective in these instances. Ultimately, sound reasoning and judgment are essential in providing the necessary service and outcome.

Our team has the necessary experience, knowledge and judgment to assist throughout the litigation process. From discovery, to the preparation of expert opinions, review and commentary of opposing expert’s work product and testimony and assisting in pre-trial preparation.

Our professionals assist with the identification and evaluation of complex economic and financial issues to support litigation and related matters. These independent economic modeling and analyses have been essential to many client cases. The scope of our contributions has included:

• Historical Financial Trends, Forecasts and Projections

• Industry and Comparable Company Evaluation

• Regression Analysis

• Lost Profits Calculations

• Out-of-Pocket Damages

• Benefit of the Bargain Analysis

• Historical and Future Economic Gains and Losses

• Personal Damages

• Business Interruption Losses

• Other Damage Calculations

EXPERT TESTIMONY

Our valuation service professionals have provided analysis and expert testimony on valuations in a wide range of matters including:

• Shareholder or partner disputes

• Commercial damages

• Marital dissolution

• Intellectual property

• Post-transaction disputes

• Reasonable compensation

• Breach of contract

• Valuation for tax purposes

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NATIONAL FOCUS LEVERAGING GLOBAL RESOURCES

UHY International member firms comprise one of the top international accounting networks in the world. As a member firm, we provide our clients with resources in business centers strategically located around the globe.

UHY LLP is an active member in this organization with significant participation that brings the power of an international network to bear for our clients.

For a complete listing of UHY International’s member firms, please visit www.uhy.com/locations.

U.S. OFFICES

With offices across the U.S., we deliver industry-specific knowledge when and where you need it.

For a complete listing of our U.S. offices, please visit www.uhy-us.com/locations.

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WHERE WE SERVE

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WHERE WE SERVE

NATIONAL FOCUS LEVERAGING GLOBAL RESOURCES

UHY International member firms are comprised of one of the top international accounting networks in the world. As a member firm, we provide our clients with resources in business centers strategically located around the globe.

UHY LLP is an active member in this organization with significant participation that brings the power of an international network to bear for our clients.

For a complete listing of UHY International’s member firms, please visit www.uhy.com/locations

U.S. OFFICES

With offices across the U.S., we deliver industry specific knowledge when and where you need it.

For a complete listing of our offices, please visit www.uhy-us.com/locations

LET US HELP YOU ACHIEVE FURTHER BUSINESS SUCCESS

To find your regional UHY Business Valuation Services professional, please visit: www.uhyvaluation.com/advisors

UHY LLP is a licensed independent CPA firm that performs attest services in an alternative practice structure with UHY Advisors, Inc. and its subsidiary entities. UHY Advisors, Inc. provides tax and business consulting services through wholly owned subsidiary entities that operate under the name of “UHY Advisors.” UHY Advisors, Inc. and its subsidiary entities are not licensed CPA firms. UHY LLP and UHY Advisors, Inc. are U.S. members of Urbach Hacker Young International Limited, a UK company, and form part of the international UHY network of legally independent accounting and consulting firms. “UHY” is the brand name for the UHY international network. Any services described herein are provided by UHY LLP and/or UHY Advisors (as the case may be) and not by UHY or any other member firm of UHY. Neither UHY nor any member of UHY has any liability for services provided by other members.

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