Galloway Partners Introduction October 2013 v2.0 EFTA00505780

--=PAGE_BREAK=--

Contents Executive Summary Market Opportunity Strategy & Execution 11 Track Record: Bruce Galloway 17 Case Studies 19 Investment Targets 22 Appendix 26 EFTA00505781

--=PAGE_BREAK=--

Executive Summary Galloway Partners (“GP”) is a newly established investment management company that specializes in acquiring influential ownership stakes in undervalued, micro & small cap companies. GP’s strategy is to use an “activist” approach to drive a turnaround in corporate value which will benefit both stakeholders and shareholders of GP’s portfolio companies. GP’s primary focus is on US-listed companies which are in the Tech/Telcom, Natural Resources, Consumer Retail, Healthcare Services and Business Services sectors. GP’s target return is 2-5x on invested capital over a 2-4 year investment horizon. Due to a unique confluence of events, valuations for many small and micro cap companies have been pushed to distressed levels. Market inefficiencies are at an all- time high due to a dramatic reduction in the number of buy-side and sell-side participants in the Small and Micro cap space. As a result, GP believes that current market conditions are ripe for producing once-in-a-generation returns. Co-founded and controlled by Bruce Galloway, GP is uniquely positioned to capitalize on the current market opportunity. Bruce Galloway has over 25 years of experience researching and investing in the Small and Micro cap sector. In addition to being recognized as one of the industry’s leading investors, he has an unparalleled network of contacts and relationships to help source and assess potential investments. GP has identified several initial investments which meet its investment requirements. GP is seeking to raise US$50 million in a first closing for a new hedge fund (“Strategic Turnaround Fund”) which will invest in Small and Micro caps. GP intends to transfer all control stakes to a newly formed investment holding company (“LISTCO”) and file a registration statement in order to affect a public listing of LISTCO’s shares. EFTA00505782

--=PAGE_BREAK=--

Executive Summary - Indicative Term Sheet Issuer Security Description Dividend Rate Maturity Date Issue Price Issue Size Closing Date Conversion Anti-Dilution Voting Rights Protective Provisions Investor Rights Strategic Turnaround Fund, LP Serics A Exchangeable Redeemable Preferred Shares (8%, payable in cash or in-kind] USS[10,000] per share US$50,000,000 [November 30° 2013 [5] years from Closing Series A Preferred convert at any time after a Qualified Listing, at a [20%] discount to the Listing Price The Conversion Price will be subject to adjustment if the Company issues additional shares at a price per share less than the then applicable Conversion Price Each share of Preferred stock will have the right to a number of votes equal to the number of shares of Class A common stock issuable upon conversion of cach share of preferred stock Consent of the holders of at least 50.1% of the Series A Preferred will be required to: Alter any provision of the articles of incorporation or the bylaws; Approve any transaction or series of transaction deemed to be a liquidation of the Company; Approve any related party transactions; Approve any merger or other corporate reogranization: Declare or pay any dividend or distribution or approve any repurchase with respect to the Preferred or Common stock. Maintain proportionate ownership; Right of First Refusal; Co-Sale Rights; Drag-Along Rights EFTA00505783

--=PAGE_BREAK=--

Executive Summary — Organizational Structure Galloway Holdings Galloway (LISTCO) Control stakes transferred to LISTCO, which Partners will be a publicly traded holding company (Mgmt Co) Strategic ‘ Turnaround Fund (Hedge Fund) Standard 2%/20% management fees paid by LISTCO (“GH”) and Hedge Fund to the Mgmt Co. Bruce Galloway ei Additional 10% Incentive Fee of Net (Co-Chairman & (Co-Chairman & an : Co-CEO) Co-CEO) Appreciation which exceeds 2.5x return of Mgmt Co. is owned by Galloway, Braun and Kim Eugene Kim (COO) oe Galloway Holdings is a [C-corp]., established in [Delaware] Preferred Shares will be exchangeable into LISTCO shares Operations EFTA00505784

--=PAGE_BREAK=--

ee Market Opportunity EQuITY MARKET CAPITALIZATION (USS billions) Saudi Arabia Singapore Mexico Russian Federation Korea Hong Kong SAR, China Brazil India US (Small & Micro Cap + OTC) ¢ China 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 US (Small - Hong Russian China — India Brazil KongSAR, Korea |Federatio Mexico Singapore ae | OTC) | China n | | ® Equity Market Capitalization | 3,697 3,354 1,263 1,230 1,108 1,180 875 525 414 373 | At approximately US$3.3 trillion, the combined market capitalization of exchange-traded US Small & Micro Caps and OTC equities is comparable in size with the largest emerging market stock markets, but with significantly better trading liquidity, transparency and regulation Source: World Bank and (EE (Data as of December 31, 2012) 6 EFTA00505785

--=PAGE_BREAK=--

ee Market Opportunity US Equity Market Composition ® Large Cap ® Mid Cap = Small Cap @ Micro "Ultra Micro OTCQX The Best Marketplace with Qualified Companies The OTCOXS marketplace otters the best informed and most efficient trading for U.S. and global companies. To quailty for the OTCOX marketplace, companies must meet high financial standards, be current in their disclosure, and be sponsored by & professional third-party advisor. Designed for the most reputable, Equid and investor-tandly companies, OTCOX ensures that investors have the informaton necessary 10 imefigenty ‘analyze, value and trade their securites. OTCQSB The Venture Stage Marketplace with Current U.S. Reporting Companies The OTCOBS marketplace offers informed trading for securities for smaller or developing companies that are reporting to @ U.S, regulator (SEC, Banik, or Insurance), Since OTCCS has no minimum financial standards, ft includes shells and penny stocks that are current in their disclosure to regulators The OTCOB marketpiace has aftectvely replaced the FINRA operated OTC Bulietn Board (OTCBB) as the primary market for SEC and bank reporing securities that trade off he exchanges OTEPink The Open Marketplace with Variable Reporting Companies The OTC Pink® marketplace ofers trading in a wide spectrum of equity securities through any broker. This marketplace 1s tor all types of companies that are tere by reasons of default, distress or design, which is why they are further sub-categorized by the levets af intormation that hey provide * Combined market capitalization of exchange-traded Small & Micro Cap stocks is approximately US$2.1 trillion. OTC securities have a combined market cap of US$1.3 trillion * OTC securities are bought and sold through brokers in a manner similar to that of NYSE or NASDAQ-listed securities * There are approximately 10,000 OTC securities. Total OTC daily trading volume currently exceeds US$750 billion Source: EE ond SG (Data as of December 31, 2012) 1 EFTA00505786

--=PAGE_BREAK=--

ee Market Opportunity Increased Regulation Lack of Sponsorship “A Perfect Storm” * Increased capital requirements and costs of compliance has forced many of the traditional broker-dealers in the sector to merge or close ¢ FINRA is aggressively cracking down on market misconduct and raising the standards for issuers * Market collapse due to the Credit Crisis of 2007-8 led to a wave of hedge funds, which specialized in the sector, shutting down ¢ Fund flows out of the sector resulted in forced liquidation of positions into a market with no new buyers * Clearinghouses unwilling to take in OTC securities ¢ Limited research coverage * Reputational concerns Stocks of many lower ranked Small & Micro Caps remain at or near all- time lows Valuations are compelling Very few experienced players in the sector remaining Source: Company data EFTA00505787

--=PAGE_BREAK=--

Market Opportunity Limited Competition RIP Rodman & Renshaw Willowcreek First Montauk Laurus First Tennessee Vision Capital V Finance Special Situations Gleecher Barron Partners Think Equities Yorkville Pali Capital Trinad Morgan Joseph Merriman Curham GTAX Jessup & Lamont Empire Capital Rochdales Securities Due to the sharp reduction in market participants, there are very few ways to get exposure to the most attractive small and micro cap names EFTA00505788

--=PAGE_BREAK=--

ee Market Opportunity Ideal point in the cycle Growth Dis (2011-2015) (2007- Recapitalization (2009-2010) essed 2008) US economic growth expected to lead all developed markets Monetary policy remains extremely accomodative Low interest rates spurring increased risk appetite Liquidity is beginning to move out of Mid-Large Caps. Small & Micro Cap valuations remain compelling relative to larger caps which have already recovered to pre-Lehman levels Markets no longer punishing “bad” news Expect favorable momentum to be supportive for the next 2-4 years 10 EFTA00505789

--=PAGE_BREAK=--

Strategy & Execution Growth Potential * Management Change * Financial Recapitalization * Macro Environment + Industry/Product cycle change * Fundamental Valuation Metrics * Historical Highs * Asset Value * Financial Analysis ¢ Industry Dynamics * Economic Conditions * Competitive Landscape Distressed Turnaround Valuation Catalyst Investment strategy is focused on “turnaround” candidates which have been forgotten by the market Utilize an Activist Approach to expedite implementation of changes and ensure smooth execution Avoid potential financial restructurings and development stage companies “Real Companies” with tangible assets and substantial revenue 11 EFTA00505790

--=PAGE_BREAK=--

Strategy & Execution Russell Investments Microcap Indexes Performance 350 300 250 200 150 100 50 Oo v Sh > 2 © Sb od eS “S Se ao ao ao se or Micro Index —"M-Growth mre M-Value S WS AY SP SP. -8 Russell Microcap Value Index (M-Value) } Russell Microcap Growth Index (M-Growth) Bloomberg ticker symbo RMICROV Reuters ticker symbol Weighted average market cap ($8) 0.357 Median market cap ($B) 0.194 Largest company by market cap ($B) 1.200 haracteristics Price/Book Divigend yield Price/Earnings (ex-negative earnings) IBES long-term growth forecast (%) EPS 5-year growth Source: (Index data as of August 31, 2013) Bloomberg ticker symbol RMICROG Reuters ticker symbol Weighted average market cap ($B) 0.428 Median market cap ($8) 0.184 Largest company by market cap ($8) 1.200 haracteristics Price/Book Dividend yield Price/Earnings (ex-negative earnings) IBES long-term growth forecast (%) EPS 5-year growth Within the Microcap sector, Value stocks have consistently outperformed Growth stocks in both up and down markets 12 EFTA00505791

--=PAGE_BREAK=--

Strategy & Execution Clearly defined and historically successful Investment Process Due a Execution Monitoring Exit Diligence Screening * “Bottoms-Up” * Financial ¢ Negotiations * Board/Mgmtrole * Approach Analysis with * Regular * Block Sale * Pending * Scenario stakeholders Reporting * Market Sell- Catalysts/News Analysis ¢ Legal, Tax & requirements Down * Fundamental * Business Risk Compliance * Management Metrics: Assessment sign-off Updates ¥ EV/Book Value * Supply Chain °¢ Trading * Tracking to Y Revenue/EV Verification strategy Operational Plan Y Discount to * — Industry * Hedging * Management Historical Outlook Requirements meetings ¢ STEP-score * Competition * Settlement ¢ Financial Review * Proprietary Analysis Procedures * Assist with network * Corporate Investor ¢ Recent Trading Governance & Communications Range & History Legal Review ¢ — Participate in * Management discussions with meetings stakeholders such * — Site Visit as creditors or labor 13 EFTA00505792

--=PAGE_BREAK=--

Strategy & Execution Business Services Consumer Retail GP’s core investment universe consists of approximately 500- 1,000 companies across five key sectors, which collectively represent approximately 50% of the total market cap in the small and micro cap sector Median market cap of GP’s target companies is approximately US$150 million and max is US$1,200 billion Typically target companies will have been trading at historically low valuations for 12-24 months already 14 EFTA00505793

--=PAGE_BREAK=--

Strategy & Execution i I 1 Share “ ; . Price ! t * Change ‘ * Sharp share Fa es Gia catalysts * Momentum price decline | pachooet ' implemented | Buyers from Highs . lo Limnited , * Improvement , * Sell Side * Forced 1 catia ! visible in 1 coverage selling = acing = quarterly . retums el 1s 1 ! sci i : : : Complete Exit | I a ie ; First Exit. (5-10x) : : (2x) PS, Entry point (x) 1 1 ! ! i i 1 Time i i i <« 12-24 months =» <« 9-12 months >a 12-36 months =» By focusing on “forgotten” companies which trade at historical lows, GP can obtain maximum influence while experiencing minimal disruption to share price while building the position Exiting in Growth Phase provides for optimal profit maximization. The typical investment holding period is between 2-4 years EFTA00505794

--=PAGE_BREAK=--

Strategy & Execution Investment Buckets ® Deep, Deep Value "Turnaround" @ Financial Engineering © High Growth/ International @ Hedges Investment Hedges Horizon High Growth/International = Minimum + @ Maximum Financial Engineering eed i gamgiaaa “Turnaround” 0 10 20 30 40 SO 60 (months) Although Deep Value, Turnaround investments will represent the main focus of the portfolio, GP does make shorter-term opportunistic investments Financial Engineering plays include pre-IPO financings, bridge equity, mezzanine investments, etc. High Growth companies and/or non- US investments will collectively make up less than 10% of the portfolio As a hedge against any sudden, major capital markets meltdown (i.e. Daily drop in major equity indexes of >5%), GP uses deep, out-of-the-money puts and/or CDS Little to no leverage used 16 EFTA00505795

--=PAGE_BREAK=--

ee Track Record: Bruce Galloway Proven track record of successful investing: 20+% annual returns over past 15 years Present 2005-2013 1994-2005 @ 210.05 Capit . rities (MD) GALLOWA «Launched STEP B iceriee de *Managed US$25 i 9 a Micro ce : +Published research ‘7 furnaround 26+ years of Small & Micro cap 1979 fen sSeinened experience companies . . *Led several Second to none investment track ie) corporate finance __ wie transactions record Sees Unparalleled network of Williams —_— Smith relationships College Extensive experience with turnarounds, activist investing and “bear” markets 1] EFTA00505796

--=PAGE_BREAK=--

Track Record: Bruce Galloway 500 (Russell 2000} Dow Jones | Gallowa 13.44%!) 19.46% STEP -38.49%| -34.80% Fund 3.53% —_—-2.759% 13.62%| 17.00% 3.00%| 45.37% 8.99%) -21.58% 26.38% 45.37% -23.37% 21.58%) -13.04% 1.03% Personal -10.14% -4.20% Account 19.53% 19.62% 25.22% 26.67% -0.35% 16.10% 31.01% 20.52% 22.64%) 20.26% 14.76% __ 34.11%) 26.21%) -1.54% -3.18%) 7.06% 17.00% 235.18%| _ 269.96%| __285.80%| _3778.52% Avg. Annual 5.16% 6.02% 6.37% 23.82% Note: All performance numbers are audited and available upon request. STEP fund went into liquidation mode in 2010. Performance for 2010-present is estimated to be approximately 30% per annum EFTA00505797

--=PAGE_BREAK=--

Case Studies: Command Security (MOC) Company Profile: on exit, ° Command Security is a provider NW I\ 1 “ of contract security services with | N| y \JN \ 2 over 30 years of experience and |. \ "oN * 6,000 personnel. I \ / — i - * The company provides armed | | V v\ se and unarmed security personnel 1 \| y \\ cm to governments, companies, Acquire controlling ni | \, 22 Y \ schools and block | oe8 . . . . . \ os residential/commercial buildings P Initial Entry wu as well as customer service | | ' Replaced Board of Directors _ on | KI Took over as Chairman " personnel for airlines ' Brought in Rudy Guiliani Key Investment Considerations: * US$72 mio of annual revenue at time of investment (trading at over 12x Revenue/Market Cap.) * Took over control of the Board and acted as Chairman in order to * Favorable industry dynamics institute a plan to enhance the company’s reputation post-9/11 * Leverage network of relationships to bring in Rudy Guliani to * Over 4x return on investment lend credibility to the company’s turnaround plan Value Creation: Source: EI and company reports 19 EFTA00505798

--=PAGE_BREAK=--

ee Case Studies: Radiologix/RadNet (RGK/RDNT) Company Profile: \\ Rn \ so °* Acquired by RadNet in /\\ Vy November 2006, Radiologix was ly} f\ I iw OV| | a leading, independent provider wn )Y e of diagnostic imaging services in vi the US. " In addition to providing imaging | 4 services such as MRI, CT, PET, | | # etc., it also provides J Wf administrative management, and ae eae information services to radiology Merger (WoW J practices. closing | Exit ’ ae * Key Investment Considerations: * Solidly profitable, unleveraged moe mora ry, knack ar balance sheet and cheap valuation (EV/EBITDA) * Industry leading technology and * Advocated for merger or sale of the company quality management team * Utilized SEC filings to exert pressure * 4x return on investment * Merger announcement made within 12 months of establishing a position Source: [EEE and company reports 2 0 EFTA00505799

--=PAGE_BREAK=--

Case Studies: Pier 1 Imports (PIR) \ Initial Entry Doubled Position EDGARDS e Value Creation: * In-depth research of operations and store visits * Debt buy-back * Return to operational profitability Exit Company Profile: A specialty retailer which focuses on the direct importation of decorative home furnishings and gifts which have a high degree of handcraftmanship and uniqueness. The company operates over 1,000 stores across the US, Canada and Mexico. Key Investment Considerations: Strong liquidity position with over US$200 million in unencumbered cash Favorable competitive dynamics due to bankruptcy of leading competitor Strong profit growth potential with over US$1.0 billion in annual sales 4x return on investment Source: [EE and company reports 2 i EFTA00505800

--=PAGE_BREAK=--

Investment Targets: Company “A” Share Performance Last 24 months EDGARO« \ New management team Restructuring of labour contract Return to profitability Source: [I and company reports Company Profile: ¢ A Fortune 500 company which | operates in the transportation l, sector ¢ An industry leader in providing | supply-chain solutions. Its No network has local, regional, | national and international capabilites Selected Financial Metrics: Market Cap: < US$200 million *« Annual Revenue: >USS 4.0 billion * Cash: > US$100 million * P/E Ratio: N/A 9/25/2013 «Div. Yield: 0.0% * Down from 52-week High: 55% Investment Targets: Target Return: [5]x Holding Period: [24] months 22 EFTA00505801

--=PAGE_BREAK=--

Investment Targets: Company “B” NY Share Performance Last 60 months 9/25/2013 Forced selling has run its course Turning cash flow positive Improving industry dynamics Source: [II and company reports Company Profile: A leading provider of renewable fuels that primarily operates in the Western US Vertically integrated operations spanning production, storage and delivery Low-cost provider while demand growth is outpacing supply Selected Financial Metrics: * Market Cap: < US$100 million * Annual Revenue: >USS 1.0 billion * Liquidity: > US$10 million ¢ P/E Ratio: N/A ¢ Div. Yield: 0.0% * Down from 52-week High: 50% Investment Targets: Target Return: [5]x Holding Period: [36] months 23 EFTA00505802

--=PAGE_BREAK=--

Investment Targets: Company “C” | Company Profile: \ \ Share Performance | * Aleading provider of marine 14 ih transportation services Mh Last 24 months * Listed on NASDAQ Wy | © The company has operations | \| around the world \ | Selected Financial Metrics: ; \\ i Lah Ady ; ‘ «Market Cap: < US$100 million | | Wh V\ yey \ 4 ul | * Annual Revenue: > US$1.0 billion fw * Asset Value: > US$500 million V ° P/E Ratio: N/A * Div. Yield: 0.0% Down from 52-week High: 0% EDGAROn 9/25/2013 Turnaround Catalysts: * Highly leveraged to global economic growth a Target Return: [5]x Holding Period: [36] months * Improving industry dynamics * Return to positive cash flow Source: SIM and company reports 2? 4 EFTA00505803

--=PAGE_BREAK=--

Investment Targets: Company “D” 4 ¢ E-commerce company which | Share Performance provides cloud-based sales hy Last 80 months solutions } YW I \y * Proprietary technology which i Wl | enables the Company to service } | customers of all sizes, ranging “h from Fortune 500 to small Company Profile: businesses * Global reach | ; Selected Financial Metrics: Market Cap: > US$50 million * Annual Revenue: < US$100 million Ue INS on _* P/E Ratio: N/A EDGAR. . “= Div. Yield: 0.0% 9/25/2013 * Down from 52-week High: 65% Turnaround Catalysts: Investment Targets: * New management team ¢ Favorable product cycle ¢ PB candidate Target Return: [10]x Holding Period: [36] months Source: I and company reports 25 EFTA00505804

--=PAGE_BREAK=--

Appendix: GP Team Profile Aaron Braun Co-Chairman & Co-CEO Bruce Galloway Co-Chairman & Co-CEO Mr. Braun works alongside Mr. Galloway in managing GP’s investments. Mr. Galloway oversees and manages all aspects of GP’s investments. He is a professional portfolio manager with 26 yrs of experience investing and advising small and micro-cap companies. He is widely recognized as a leading investor of turnarounds, deep value small and micro-cap stocks. He has held seats on the Board of numerous companies and implemented turnarounds of several companies. Mr. Galloway graduated from Hobart Williams Smith College in 1979 and received an MBA from NYU in 1983. Eugene Kim COO Mr. Kim is responsible for GP’s operations and finances, including investor relations and legal/compliance. He has over 20 years of experience in the finance industry and has served as the CFO of a China- based manufacturing company with over US$500 million in annual revenue. His previous experiences include serving as the CIO of a pan-Asian credit hedge fund, an investment banker with ING Barings and Barclays Capital, and as a research analyst with UBS and Nomura. Mr. Kim graduated from Yale University in 1992. EFTA00505805

--=PAGE_BREAK=--

Appendix: Selected Publicly Traded Holding Companies (US$ 000s) Fiscal Year ended Revenue Profit Margin Total Assets Book Equity Equity Market Cap. P/E ROE Earnings/Share Price/Book Div/Yield Institutional Ownership Berkshire Hathaway (BRK.B) 12/31/2012 162,463 9.2% 427,452 187,647 283,800 16.1x 10.2x 10.9 Leucadia National (LUK) 12/31/2012 9,194 10.9% 9,349 6,767 9,900 8.1x 12.8x 3.38 1.46x 0.9% 59.8% Harbinger Group Inc. (HRG) 12/31/2012 4,500 1.8% 27,400 1,599 1,449 9.4x 14.5x 1.09 0.91x 85.4% Steel Partners (SPLP) 12/31/2012 761 5.4% 1,378 527 0.85x 28.8% RCS Capital Corp (RCAP) 12/31/2012 BFC Financial Corp. (BFCF) 12/31/2012 497 4.6% 1,414 365 194 GH (Pro Forma) 12/31/2013 E 500-1,000 0-5% 100-200 50-100 TBD GH figures Pro Forma consolidation of Target Company “A” and US$50 million Pref: issuance Source: CNBC and company reports. Market share price data as of 9/27/2013 EFTA00505806