CUTWATER SHIFT THE NEW MERGERS & ACQUISITIONS COMPANY We Serve the “Merged Entity”

OUR MISSION Cutwater Shift exists to preserve and multiply equity for our clients. We respect the hard-fought equity that stands behind every successful business. We work tirelessly to bring choices to our clients to maximize their equity and help them leave a legacy that lives well beyond their years.

OUR BELIEFS  We believe that successful mergers are only ones that result in the “merged entity” remaining stronger than the sum of the prior individual parts.  We believe that two companies should only come together if the result will create a subsequently stronger company with a clear and unified vision wrapped in a healthy culture.  We believe that all transactions, mergers and acquisitions affect the culture of the organization.  We believe that no equity should ever be left on the table.

OUR PROCESS There are four stages to our work at Cutwater Shift: 1. Initial Assessment 2. Data Gathering 3. Turnaround/Growth 4. Exit Strategy Implementation Although implementing a comprehensive exit strategy can end at a transaction date for some companies, Cutwater, and its partners, remain with the merged entity until the results are achieved and sustainable.

INITIAL ASSESSMENT The world is filled with ideas, concepts and solutions. At Cutwater, none of the above walk into your office at our initial meeting. We begin our relationship with Stephen Covey’s fifth principle: Seek First to Understand. After we understand your company and objectives, you will have a thorough assessment encompassing all components of your business and your potential exit strategy options going forward.

DATA GATHERING The Chinese have a saying, start with an open bowl and true knowledge will emerge. We will gather all data necessary to begin implementing a comprehensive strategic plan to accomplish the objectives set out in the Initial Assessment. Our professionals know how to gather this data without disrupting operations or raising suspicion.

GROWTH Through our Strategic Partner, Profit Growth International – Powered by Maritz Motivation – Cutwater Shift brings companies to their maximized “saleable” value before initiating a transaction. The Fortune 500 motivation and rewards programs of Maritz are implemented through:  Direct Sales  Motivate & reward salespeople based on customer demands  Indirect Sales  Develop and motivate key stakeholders and partners  Operations  Productivity/Efficiency/Cost Reduction  Human Capital  Unified vision connects personal goals with company goals to increase focus, motivation and customer satisfaction while reducing absenteeism, turnover and safety/work-comp claims  Customers  Drive customer satisfaction/loyalty through rewards programs

GROWTH The benefits to performance improvement systems such as Maritz Motivation & Rewards can prove to be the key to increasing salability of a company with the millions of dollars in increased revenues and cost savings. Below is an example of the financial benefits of engaging PGI and Maritz to improve performance and motivation.

EXIT STRATEGY  As Cutwater Shift leads the new M&A industry forward, an Exit Strategy is defined as more of a transition than an exit  We work with both companies before a transaction to ensure synergy and a seamless event  Afterwards, there are a series of earn-outs that keep all parties motivated to improve the “merged entity” as it grows into the future  The seller, in the case of an acquisition, is motivated to pass off their company in the best condition possible because the more successful the new entity becomes, the better the earn-out for them  In the case of a merger, both entities are motivated to make the new entity successful  And, in Cutwater’s case, we benefit right along with the ownership as our compensation model is tied to performance and sustainability

TRUCKING INDUSTRY IN THE UNITED STATES Combine Roadway Express with U.S. Express

TRUCKING INDUSTRY IN THE UNITED STATES U.S. Roadway Express Dominates in Arizona, New Mexico & Texas and is 1 st in Revenues after UPS & Fed Ex Freight

TRUCKING INDUSTRY IN THE UNITED STATES Combine J.B. Hunt with Allied Van Lines

TRUCKING INDUSTRY IN THE UNITED STATES Allied/J.B Hunt Dominates on the West Coast and is now 4 th in Revenues in the Industry after UPS and Fed Ex Freight

TRUCKING INDUSTRY IN THE UNITED STATES Roadway Express #4 and U.S. Express #21 Merge

TRUCKING INDUSTRY IN THE UNITED STATES U.S Roadway Express The “Merged Entity” is Now #1

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TRUCKING INDUSTRY IN THE UNITED STATES Allied J.B. Hunt the “Merged Entity” is now #4

TRUCKING INDUSTRY IN THE UNITED STATES After all the Mergers Are You One of These?

CUTWATER SHIFT THE NEW MERGERS & ACQUISITIONS COMPANY We Serve the “Merged Entity” Contact Information Christopher Riley, Managing Partner & CEO Philadelphia: New York: St. Louis: