Galloway Partners Introduction October 2013 v3.0 EFTA00505807

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This presentation is for discussion purposes only, for use by its authors and those who have been furnished this information by the authors. This presentation does not constitute an offer or solicitation in any jurisdiction to any person or entity. Offers to sell interests in any fund managed by Galloway Partners or any of its affiliated entities will be made only by way of a separate Private Placement Memorandum (collectively the “PPM”) and not by this presentation. A potential investor considering any investment in a fund should read the respective PPM for purposes of making its investment decision. The relevant PPM contains a more complete description of each funds’ investment practices, restrictions, risks and other factors relevant to a decision to invest. No representations or warranties, express or implied, have been made as to the accuracy or the completeness of the information in this presentation and this presentation should not be relied upon for making an investment decision. EFTA00505808

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Contents Executive Summary Market Opportunity Strategy & Execution 12 Track Record: Bruce Galloway 20 Case Studies 22 Investment Targets 25 Appendix 28 EFTA00505809

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Executive Summary Galloway Partners (“GP”) is a newly established investment management company that specializes in acquiring influential ownership stakes in distressed, small & micro 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$50-100 million in a first closing for a new hedge fund (“Strategic Opportunities 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. EFTA00505810

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Executive Summary - Indicative Term Sheet teenage Strategic Turnaround Fund, LP Security Description Series A Exchangeable Redeemable Preferred Shares Dividend Rate Voting Rights Protective Provisions Investor Rights [4%, payable in cash or in-kind] fowesie | Ussnomemsmonee CS 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 each 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 reorganization; 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 EFTA00505811

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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 Additional 10% Incentive Fee of Net (Chairman & ree i CEO) Appreciation which exceeds 2.5x return of Mgmt Co. is owned by Galloway and Kim Eugene Kim (COO) Hee) Galloway Holdings is a [C-corp] established in [Delaware] Preferred Shares will be exchangeable into LISTCO shares Operations EFTA00505812

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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) g 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 a | 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) y | EFTA00505813

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ee Market Opportunity US Equity Market Composition OTCQX The Best Marketplace with Qualified Companies The OTCOX® marketplace otters the best informed and most efficient trading for U.S. and global companies To quality 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-tnencty companies, OTCOX ensures that investors have the informaton necessary 10 imeligenty analyze, value and trade their securities "Large Cap "Mid Cap OTCQS The Venture Stage Marketplace with Current U.S. Reporting Companies “Small Cap The OTCOBS marketplace otters informed trading for securities for smaller or developing companies that are feporting to a U.S. regulator (SEC, Bank, or insurance). Since OTCOB has no minimum financial standards, . includes shells and penny stocks ral are current in tee disclosure to regulators. ® Micro The OTCOB marketplace has effectively replaced the FINRA operated OTC Bultetn Board (OTCBB) as he . primary market for SEC and bank reporting securities thal rade off the exchanges “Ultra Micro ” mec ” OTCPink The Open Marketplace with Variable Reporting Companies The OTC Pink® marketplace ofters trading in a wide spectrum of equity securites through any broker. This marketplace i tor all types of companies that are Mere by reasons of defauit, distress Of design, which 6 why they are further sub-categorized by the levels af information that ey 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 (IG (Data as of December 31, 2012) 8 EFTA00505814

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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 EFTA00505815

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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 EFTA00505816

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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 accommodative 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 11 EFTA00505817

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Strategy & Execution Turnaround Catalyst * Fundamental Valuation Metrics * Historical Highs * Asset Value + Financial Analysis * Industry Dynamics + Economic Conditions * Competitive Landscape * Management Change * Financial Recapitalization * Macro Environment + Industry/Product cycle change Distressed Growth Valuation Potential 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 12 EFTA00505818

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Strategy & Execution Utilize an Activist approach in order to maximize the value of investments 13D Filing Medium Term Board Changes Publicly announce GP’s plan for improving shareholder value Management Replacement Short-Term Share Buy-Back Capital Structure Dividend Rate Asset Sales Engage Board Special Dividend Issue list of specific actions to be Maximize implemented by the Board Shareholder Value * Of the US$85 billion in “Activist” hedge fund assets, In the event the Board is unwilling to execute none are focused on the Small & Micro cap sector the Plan, need to initiate a proxy battle in ee + onder #0 take control of the company * Activism has been shown to improve shareholder returns (1) “Wall Street: Back to Basics” by Alex Gavrish. Chapter 4 1 3 EFTA00505819

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Strategy & Execution Key changes which GP focuses on as Turnaround Catalysts for the revaluation of a company 8 shares 14 EFTA00505820

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Strategy & Execution Russell Investments Microcap Indexes Performance 350 300 250 200 150 100 sO Oo or Micro Index =" M-Growth ome M-Value + db 2 © Sd & © wy ad SP gt FP PP of Ps FP ss -” Bloomberg ticker symbo Reuters ticker symbol Weighted average market cap ($8) Mecian market cap ($B) Largest company by market cap ($B) haracteristics Price/Book Dividend yield Price/Earnings (ex-negative earnings) IBES long-term growth forecast (%) EPS 5-year growth RMICROV 0.357 0.194 1.200 Source: (Index data as of August 31, 2013) Bloomberg ticker symbol! Reuters ticker symbol Weighted average market cap ($B) Median market cap ($8) Largest company by market cap ($8) 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 15 EFTA00505821

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Strategy & Execution Clearly defined and historically successful Investment Process Due Screening :. a Diligence Execution Monitoring Exit * — “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 16 EFTA00505822

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Strategy & Execution Business Consumer Services 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$75 million and max is US$1,200 billion. Many of the target companies are former Midcap companies which have been sold down so much that they now classify as Micro and Nano caps Typically target companies will have been trading at historically low valuations for close to 36-60 months already 1] EFTA00505823

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Strategy & Execution 1 ! 1 Share : . - Price ! ! * Change ! 2" * Sharp share Ts catalysts * Momentum price decline | iad betes e ! implemented | Buyers from Highs . 1 Limnited , * Improvement , * Sell Side * Forced | cadre ! visible in 1 coverage selling = acing = quarterly . retums report 1 ! pein i ah : : : Complete Exit ! ! 2 = First Exit. (5-10x) : : (2x) PS, Entry point (x) 1 1 ! ! i i 1 Time i i i <a 12-24 months =~» <« 9-12 months =< 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 EFTA00505824

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Strategy & Execution Investment Buckets ® Deep, Deep Value "Turnaround" @ Financial Engineering © High Growth/ International @ Hedges Investment Hedges Horizon High Growth/International = Minimum Financial Engineering Deep, Deep Value “Turnaround” ~~ @ Maximum 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 will be used 19 EFTA00505825

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Track Record: Bruce Galloway Proven track record of successful investing: 20+% annual returns over past 15 years Present 2005-2013 @ 210.25 Capit 1994-2005 Drona rities (MD) «Managed USS$25 spon naged US$100 mil turnaround mil in assets fund (STEP . Published research fund) 1979 on distressed companies Led several corporate finance transactions BA Hobart Williams Smith College GALLOWA 26+ years of Small & Micro cap experience Second to none investment track record Unparalleled network of relationships Extensive experience with turnarounds, activist investing and “bear” markets EFTA00505826

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Track Record: Bruce Galloway 500 (Russell 2000 13.44%) 19.46% STEP -38.49%| -34.80% Fund Seite e | pho Eye 13.62%) 17.00% Dow Jones | Gallowa 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% 20.26% 14.76% 34.11%] 26.21% -1.54% -3.18%) 7.06% 17.00% 235.18%| _269.96% 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 285.80%| —_3778.52% Avg. Annual 5.16% 6.02%) 6.37% 23.82% 21 EFTA00505827

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Case Studies: Command Security (MOC) Company Profile: | | Exit * Command Security is a provider l lon \ ma o = . NWT A a sas of contract security services with | N] y \}N| be over 30 years of experience and | \ | . 6,000 personnel. \ / ‘ $28 ¥ | f\ i .. ° The company provides armed | | Y \ se and unarmed security personnel I\| Yo \\, 2 to governments, companies, Acquire controlling \| We schools and lock. \] 8 . ° A “4: \ os residential/commercial buildings ; inal Emry [| \ ws as well as customer service | \ / Replaced Board of Directors _ nF | I | S N Took over as Chairman = personnel for airlines ‘ ‘ \\ Brought in Rudy Guiliani " Key Investment Considerations: ¢ US$72 mil. 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: [I and company reports 22 EFTA00505828

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ee Case Studies: Radiologix/RadNet (RGK/RDNT) Exit Merger [WW] \ closing |’ Wy ¥ ¥ Value Creation: * Advocated for merger or sale of the company * Utilized SEC filings to exert pressure * Merger announcement made within 12 months of establishing a position Source: SI and company reports Company Profile: Immediately prior to being acquired by RadNet in November 2006, Radiologix had merged with Primedic. The resulting combination created the largest independent provider of diagnostic imaging services in the US. In addition to providing imaging services such as MRI, CT, PET, etc., it also provides administrative management, and information services to radiology practices. Key Investment Considerations: * Solidly profitable and cheap valuation (EV/EBITDA) * Industry leading technology and quality management team ¢ 4x return on investment 23 EFTA00505829

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ee Case Studies: Pier 1 imports (PIR) \ Initial \ Entry Doubled Position EDGARO® : “ 208 an Now Value Creation: Vv ' * In-depth research of operations and store visits * Debt buy-back * Return to operational profitability Source: [EE and company reports Company Profile: A specialty retailer which focuses on the direct importation of decorative home furnishings and gifts which have a high degree of hand craftmanship 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 8x return on investment 24 EFTA00505830

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Investment Targets: Company “A” Company Profile: ih iy on ¢ A Fortune 500 company which WJ " 10K operates in the transportation rh 5yr Share sector ” 5 hm Performance * An industry leader in providing aay supply-chain solutions. Its network has local, regional, | national and international \ , capabilities Selected Financial Metrics: * Market Cap: < US$200 million ‘a Me * Annual Revenue: >USS 5.0 billion | fy pont * Cash: > US$150 million ° P/E Ratio: N/A 2009 Apr Yul Oct «2010 Apr-Jul Oct 2011 Apr Jul Oct «2012 Apr Jul Oct 2013 Apr ul * Div. Yield: 0.0% * Down from S5yr High: 99% i van , Turnaround Catalysts: Investment Targets: New management team Target Return: [5]x Holding Period: [24] months Restructuring of labor contract Return to profitability Source: Yahoo Finance (10/3/2013) and company reports 25 EFTA00505831

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Investment Targets: Company “B” Company Profile: ¢ A leading provider of renewable 5yr Share 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 Performance } i Selected Financial Metrics: | * Market Cap: < US$100 million he } yh, ) * Annual Revenue: >US$ 1.0 billion Wyeth andy © P/E Ratio: N/A 2009 Apr ul Oct 2010 Apr ul-Ock «DOL Ape Jul Oct 2012 Apr-Jul Oct 2013 Apr-Jul * Div. Yield: 0.0% * Down from S5yr High: 99% Investment Targets: Forced selling and hyper-dilutive financing has run its course Turning cash flow positive Improving industry dynamics Target Return: [5]x Holding Period: [24] months Source: Yahoo Finance (10/3/2013) and company reports 26 EFTA00505832

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ee Investment Targets: Company “C” Cc ompa any Profile: mi ° A leading provider of m marine i Syr Share transportation services ; 0 ~*~ Listed on NYSE Performance . ‘ * The company has operations ahs Wh * around the world | Wis ini a‘ Selected Financial Metrics: * Market Cap: < US$100 million 0 + ~~ Annual Revenue: > US$100 million sen Asset Value: > US$550 million WA » * P/E Ratio: N/A oa ane * Div. Yield: 0.0% * Down from Syr High: 95% 2009 Apr Jul Oct 2010 Apr Yul Oct 2011 Apr ul «Oct «2012 Apr-Jul Oct 2013 Apr ul Turnaround Catalysts: Investment Targets: Highly leveraged to global economic growth Improving industry dynamics Return to positive cash flow Target Return: [5]x Holding Period: [24] months Source: Yahoo Finance (10/3/2013) and company reports 21 EFTA00505833

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Investment Targets: Company “D” 10yr Share . Performance 14 2004 2005 206 2007 2008 2009 2010 Mil »12 2013 Turnaround Catalysts: ¢ New management team * Favorable product cycle ° || candidate. Partner with Microsoft Source: Yahoo Finance (10/3/2013) and company reports Company Profile: ¢ E-commerce company which provides cloud-based sales solutions * Proprietary technology which enables the Company to service customers of all sizes, ranging from Fortune 500 to small businesses ¢ Global reach Selected Financial Metrics: Market Cap: > US$50 million * Annual Revenue: < US$100 million ¢ P/E Ratio: N/A * Div. Yield: 0.0% * Down from 10yr High: 99% Investment Targets: Target Return: [10]x Holding Period: [36] months EFTA00505834

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Investment Targets: Company “E” Company Profile: ¢ Designs and manufactures optical Syr Share components, lasers and | 16 communications equipment Performance * The company’s products span both | | | the industrial and consumer markets Hy | |i \ a worldwide. ¢ Its products are used in a wide array f “ of applications including } F bio/medical imaging, robotics, laser ri i printing and telecom networks wr ‘ Selected Financial Metrics: 1 vf i 4 ‘+ Market Cap: > US$200 million "yal, tae ,» * Annual Revenue: > US$500 million ° P/E Ratio: N/A * Div. Yield: 0.0% * Down from S5yr High: 90% 2009 Apr Jul «Oct «2010 Apr ul «Oct 2012 Ape «Jul «Oct 2012 Apr ul «Oct 2013 Apr Jul Turnaround Catalysts: Investment Targets: Turning cash flow positive Rollout of new products | | opportunities Target Return: [10]x Holding Period: [36] months Source: Yahoo finance (10/3/2013) and company reports 29 EFTA00505835

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Appendix: GP Team Profile Bruce Galloway Chairman & CEO 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 Stern School 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 most recently was 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 credit research analyst with UBS and Nomura. Mr. Kim graduated from Yale University in 1992. EFTA00505836

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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 Harbinger RCS BFC Leucadia Group Steel Capital Financial GH National Inc. Partners Corp Corp. (Pro (LUK) (HRG) (SPLP) (RCAP) (BFCF) Forma) Berkshire Hathaway (BRK.B) 12/31/2012 12/31/2012 12/31/2012 = 12/31/2012 =—12/31/2012. 12/31/2012} = 12/31/2013 E 162,463 9,194 4,500 761 288 497 500-1,000 9.2% 10.9% 1.8% 5.4% 2.6% 4.6% 0-5% 427,452 9,349 27,400 1,378 62 1,414 100-200 187,647 6,767 1,599 527 31 365 50-100 283,800 9,900 1,449 451 457 194 TBD 16.1x 8.1x 9.4x - 54.6 - 10.2x 12.8x 14.5x - - - 10.9 3.38 1.09 - 0.28 - 1.51x 1.46x 0.91x 0.85x 14.74x 0.53x - 0.9% - - 4.7% - 66.4% 59.8% 85.4% 28.8% 1.0% 10.2% 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 31 EFTA00505837