AB's merger and acquisition (“M&A”) advisory capabilities is the foundation of the firm’s history and success.  The firm’s professionals have extensive backgrounds in representing both buyers and sellers of companies across a wide spectrum of industries.  AB has a strong track record of utilizing bespoke and unique idea generation in providing buy or sell side financial advisory services which are customized to our clients’ needs and goals.  The firm has extensive domestic and international relationships with a large number of active (public and private) strategic buyers and over 300 financial sponsors.  AB has consistently utilized these relationships in order to introduce our clients to the broadest range of potential buyers and sellers when needed.  This in turn gives our clients multiple options for a merger partner, usually at an above market multiple valuation for our sell-side transactions.  We endeavor always to do this with an eye on the often delicate balance in any company among the interests of shareholders, management and clients. Merger and Acquisition Advisory Services: Buy-Side and Sell-Side assignments Corporate divestitures and leveraged buyouts (LBOs) Management buyouts (MBOs) and ESOP buyouts Developing strategic merger or acquisition strategies and plans Valuation analysis and Fairness Opinions Conducting acquisition searches Identifying potential buyers or merger and acquisition candidates Writing Confidential Information Memorandums ("CIMs") and marketing materials Transaction structuring and negotiations Coordination of meetings and data room setup Raising equity or debt financing Coordinating other advisors including: legal, HR, accounting, insurance, industry experts etc. Analyzing Alternatives AB carefully analyzes its client’s alternatives to determine when a sale, merger or acquisition meets our client’s objectives. The firm always seeks to present to our client a full spectrum of alternatives, which can include: (1) a full or partial sale to current management, (2) a sale or merger with a public or private company, (3) an acquisition of a competing publicly held, private or family owned company, (4) an acquisition by a private equity or other financial institution, or (5) some combination of the above. We thoroughly analyze both our client’s company as well as the acquirer / seller which includes the financial and operational structure of both entities. In addition, we analyze in detail what result can be expected from a merger or acquisition transaction. This analysis allows our clients to fully understand the synergies and risks in a prospective merger long before it commits to a definitive strategy. Creating and Increasing Value AB seeks to create added value for our clients in any merger or acquisition. We believe that the process of doing so must begin with a careful analysis of the company’s financial, operational and market performance as well as its future potential. It is then essential to evaluate our client’s strengths and weaknesses in the context of the market in which it operates. Our goal is to create maximum shareholder value for our client in either a merger or acquisition and to produce a result which either meets or exceeds our client’s expectations. Our professional qualifications and decades of experience in the financial analysis, structuring and negotiation of complex transactions have produced outstanding results for our clients over many years. International M&A The firm’s experience in international M&A can be invaluable to our clients as they seek to adapt their businesses to the demands of globalization, the essential test of survival for many companies over the next five years. In today’s global economy, international mergers and acquisitions are essential to the survival and continued growth of many US middle market companies. The firm has acquired substantial experience in providing its clients merger and acquisition advisory services for transactions outside the US. The firm has acted as financial advisor for both US and non-US clients, in both buy-side and sell-side assignments. Increasingly today, astute middle market companies look for acquisitions outside their home country, seeking access to new markets for new product lines, and looking for overseas markets which permit the realization of lower cost manufacturing and distribution opportunities. There are very few investment banks with the necessary experience and market expertise which Akin Bay has demonstrated. These services cover: Structuring and negotiating international M&A transactions Sourcing buyers and sellers in foreign markets Raising equity and debt financing internationally Coordinating all aspects of a transaction We have completed transactions in Canada, Europe and China. An example of this was an assignment in which we spent over two years representing a Hong Kong based Chinese conglomerate in completing several acquisitions and capital raising.  Our experience gained in international M&A financial advisory assignments for this and other companies based in Hong Kong, with manufacturing assets in the PRC, is an example of our constant focus on expanding our ability to perform complex international M&A assignments for our clients. In this process, the professionals at Akin Bay have gained an in-depth knowledge of foreign capital markets and a broad range of contacts and strategic relationships in these markets. Industry Expertise: Technology/Media Industrials & Distrbution Health Care Services Consumer Food/Ag Business Consumer

One of AB's main focus is raising institutional capital for middle market companies. We raise capital for a broad range of companies.  We understand how our clients’ capital needs will vary according to their business model, existing capital structure and their shareholders’ short and long term business objectives. The firm raises equity and debt for both public, private and family owned companies and portfolio companies of financial sponsors.  A company needs a minimum of $8 million in EBITDA to qualify for our capital raising services. The following covers the main categories of our Capital Raising services: Debt Securities: Equity Securities: Senior Debt: Asset Based and Cash Flow Working Capital Credit Facilities Term A & B Loans Real Estate Mortgage Financing Warehouse Facility Lines Capital and Operating Leases Mezzanine / Subordinated and Junior Debt High Yield Notes 144A Rated and Unrated Notes Convertible Debt Private Placements of Preferred & Common Stock Convertible Preferred Venture Capital Equity Private Placements of Preferred & Common Stock for Public Companies (PIPEs)

Every business enterprise can be expected to trace a business path in which, at some point (usually not a predictable one), essential elements of what appeared a well-functioning business plan cease to produce the desired results. At this point managers of the business are called upon to re-examine fundamentally all aspects of their business in order to re-orient the business along a new path. These instances of breakdown in a business model often stress so many aspects of a business’s operating model that it can be difficult or impossible for existing management to adequately assess what the actual problems are, and to formulate corrective measures. Even management teams which are fully qualified for this type of challenge have nevertheless found the perspective of an external, disinterested professional advisor essential to the formulation of plans for change. The firm has continuing experience over its history with just such assignments, typically referred to as strategic alternatives analysis. In this type of engagement, the firm is retained by the Board of Directors or owner to engage in a rapid assessment of a company’s competitive position, financial performance, management skill and depth, and business segment viability, in order to formulate a range of strategic alternatives designed to permit the comprehensive change that such stress points require. We have handled strategic advisory assignments such as the following: Assessment of a new business initiative by a distribution company to become an independent designer/ manufacturer of the products in whose distribution it specialized, with resulting spiraling expenses, personnel crises, and alienation of its customer base. A highly successful packaging manufacturer, forced to allocate production of its industry-leading products among fractious competing customers, and in danger of losing major accounts as a result, was unable to find financing for additional production capacity in its home market, and needed a solution in place before a new buying cycle in its industry began. A successful and respected technology services firm, second in its domestic market, found its growth stalled when its partnership, divided by internal disagreements, could not agree as to the path to pursue to raise needed additional capital to continue the firm’s expansion. A dynamically growing, technologically innovative business services firm offering a unique suite of solutions to expand the reach of vital government services to the general public found its business stalled when its lack of marketing sophistication smothered initiatives to enhance the growth required to fund growth expansion. AB has a history of successful execution of difficult assignments such as those described above. If your firm has reached the difficult point where such problems threaten its future health and viability, please contact us to discuss how we might bring this range of experience to bear on the solution of your firm’s strategic crisis.

The firm has guided many clients through the complex stages of a leveraged buyout (LBO), whether for a client finding itself the target of such a proposal, on a “friendly” or “unfriendly” basis, or for a client seeking to utilize the leveraged finance markets to permit it to undertake a vital strategic acquisition. We are thoroughly familiar with a large variety of financial engineering techniques and products necessary for the execution of successful leveraged finance transactions. In addition, we are in constant communication with the diverse and constantly evolving sources of leveraged finance. We have also assisted many clients in raising debt capital, utilizing leverage of their assets and cash flow to permit the successful conclusion of a transaction. The use of leverage in the proper proportions is essential to increasing growth through acquisitions. Other options include a leveraged recapitalization, which can facilitate a distribution of capital to existing shareholders with no outside investors or when other forms of liquidity are unavailable. With the firm’s thorough knowledge of and range of relationships with today’s leading leveraged lending and structured finance institutions, companies can utilize several forms of debt including: senior secured asset and cash flow bank and non-bank debt, senior credit facilities, senior term A and B loans, junior term and mezzanine debt, high-yield debt, short-term bridge loans and private debt placements.

AB provides a wide variety of restructuring/recapitalization options to healthy as well as distressed companies. These services cover: (1) company and asset valuations, (2) enhancing corporate liquidity strategies, (3) increasing the equity base, (4) options for working capital finance, or (5) sourcing capital for an acquisition or divestiture program. We will work to find the optimum balance among the many types of debt and equity options which best suit a company’s operating needs, and the form of recapitalization which meets those needs. Alongside traditional restructuring advisory services, we advise clients seeking to avoid the cost, delays and complexity of Chapter 11 or related proceedings in the structuring, valuation and placement of debt or equity in restructurings. In such situations, we can represent the issuer, the bondholder, creditors’ committees, or the buyers and sellers of assets, across a broad range of industry groups and recapitalization strategies. Areas of Focus Restructuring distressed debt and equity Raising equity or debt financing Section 363 asset sales Debtor-in-possession financing Chapter 11 exit financing Mergers & acquisitions Raising new private equity and/or debt Valuation services

AB provides divestiture financial advisory services to public and privately held companies and financial sponsors. Our financial advisory services cover divestitures of companies, divisions or assets of all sizes of companies, which may no longer fit the company’s strategic plan.  Other reasons for a divestiture maybe the company/ division’s capital needs are inconsistent with the parent company’s broader goals, or a disposition may be necessary to raise funds for the survival of the company’s main business. In such assignments, the firm brings to bear its extensive experience in preparing and positioning for sale of the company/ division.  This process can differ greatly from a typical sell-side transaction. Often the parent/seller fails to realize that such transactions can require extensive preparation and proper positioning of the soon-to-be divested division or subsidiary company. The firm can add invaluable value in this process by allowing the parent to focus on its operations, while the firm runs a customized divestiture process. We bring to each phase of the divestiture process- valuation, preparation of the confidential information memorandum (“CIM”), positioning of the business to the marketplace, preparation of key personnel, coordination of the due diligence process, strategy, identification of and careful management of contacts with potential bidders to this process. Not every divestiture transaction is suited to a broad-based auction process, and we do not hesitate to recommend a targeted, structured, narrower approach if the nature of the business and the logical interested buyers will best be found in that way. When a transaction is motivated by liquidity needs of the parent to be funded by a closing special dividend, or to be facilitated by putting in place a pre-arranged stapled financing package, we can assist in securing this financing. We approach such assignments with an awareness of the conflicts of interest inherent in financing provided by a sell-side advisor, and work with our client to avoid them. Our broad range of institutional lender relationships assures that, when necessary, such financing is treated as integral to, and sourced concurrently with, the divestiture process itself.

AB provides valuations and fairness opinions for over 40 industries, to both US and foreign companies. A valuation analysis is usually the foundation for any type of business transaction. Many times a company has requested the firm to produce a valuation analysis before they decide what type of transaction they will pursue, or whether to pursue the transaction at all. In addition, a client (usually publicly listed), may need a fairness opinion to complete a transaction, which has already been negotiated between the two parties, but needs a third party confirmation of the value of the entities in a transaction. A well grounded knowledge of a business’s current market valuation is critical to: creating a successful business plan, expansion and growth, utilizing stock options for management compensation, refinancing, acquisitions or restructuring. While an owner may have no present wish to sell the business, an understanding of current market value of the company and how to enhance that value is a critical component of the process of planning and preparing for growth. The firm’s valuation analysis services can help a financial sponsor, entrepreneur, family or management team understand their company’s current valuation and be a critical tool in formulating strategies for preserving and enhancing the company’s valuation. Our professionals have experience valuing over $2.0 billion worth of small and medium sized business enterprises over a broad range of industries

Through strategic alliances (“SA”), a business can turn under- utilized resources into a new profit center, or enter untapped markets more quickly and at less cost than going it alone. For these reasons, SA's - usually in the form of a joint venture- is a popular method for expanding a business. Major publicly held corporations and mid-sized privately held companies are utilizing joint ventures for these reasons, and smaller or even “micro-cap” companies can also benefit from such an initiative in the right circumstances. A poorly thought out SA - the hastily conceived or inadequately documented joint venture-can result in compromised intellectual property resources, a tarnished market reputation, or a draining financial burden, in the form of excessive costs for dispute-resolution. The firm suggests that SA's be approached as would any other corporate undertaking, with a skilled and experienced advisor setting up carefully structured approaches to expense-sharing, tax consequences, limits on the use of intellectual property, and day-to-day governance, control and financing norms. The caliber of advisor required to achieve these objectives is not different from that required for the achievement of a company’s broader growth strategies. The firm has the requisite expertise and skill set, derived from negotiating strategic mergers and acquisitions both domestically and internationally and direct experience in putting together joint ventures for clients. Akin Bay’s SA Services Include: Screening and short listing a set of prospective partners Development of a detailed business plan for the joint venture Due diligence checking of the credentials of the other party Advisory services concerning the appropriate structuring of the joint venture Financing, financial controls and governance terms Development of an exit strategy and terms of dissolution for the joint venture Companies considering a SA/ joint venture initiative will find Akin Bay well-versed in handling all these issues in the complex world of SA's.