M&A - From a Seller’s Perspective Presented by Larry Scully, President Scully Capital Securities Corporation WWEMA 109th Annual Meeting

M&A - From a Seller’s Perspective Identification of Key Objectives Timing Valuation Employees Overview of phases in the process Pre-planning Decision and market preparation Selection of approach to the market Execution of approach Management Presentations and becoming acquainted with the buyer Negotiations and Closing Seller’s Team Accountant Financial Advisor Lawyer HR

M&A Project Timeline Phase 1 Planning Phase 2 Solicitation Phase 3 Close 2.6 Receive Indications of Interest 2.2 Send CIM 2.9 Circulate Draft Purchase Agreements 3.1 Select Preferred Bidder 2.12 Letters of Intent 2.1 Contact Bidders and Send NDA 2.3 Bidders Review CIM 3.5 Close 1.1 Meet with Management 2.7 Review Indications of Interest 2.10 Due Diligence 3.2 Negotiations 2.13 Review Letters of Intent 1.2 Initial Due Diligence 2.11 Manage-ment Present-ations 2.8 Short List 3.3 Final Due Diligence 3 to 4 Weeks 2 to 3 Months One to Two Months 1.3 Prepare Confidential Information Memorandum(CIM) 3.4 Negotiate Final Purchase Agreements 1.4 Prepare Contact List 2.4 Collect, Organize and Populate Data Room 2.5 Prepare Draft Purchase Agreement 1.5 Prepare Non-Disclosure Agreement (NDA)