1. The IPO Process

2. Why Do Companies Go Public? Fund Growth Plans Currency for M&A Recap (retire debt) Liquidity Employee compensation Enhanced Image –Landlords –Creditors/Suppliers –Recruiting/Retention

3. Company Preparation 3 years of audited financial statements Additions to management Additions to board of directors Corporate organization

4. Underwriter’s Criteria Company Characteristics Growth Prospects Predictability of Results Management Team Historical Track Record – Size; Profitability First Mover Advantage Sponsorship

5. Underwriter’s Criteria Sector/Market Characteristics Overall Size Growth Rate Competitive Dynamics Comparable Companies’ Performance Institutional Appetite

6. Underwriter’s Criteria IPO Market Conditions Backlog Cash Inflows to Mutual Funds Deals Pricing Below/Within/Above Range Withdrawn vs. Completed Offerings Market Performance of Recent IPOs Stable Economic Climate

7. Selecting Underwriters Types of Investment Banks Lead vs. Co-managers Distribution Capabilities – Institutional, Retail, International After Market Support –Research –Trading Ongoing Corporate Finance Support Chemistry

8. Pitch Book Executive Summary Capital Markets Update Company Positioning Valuation Structure and Timing of IPO Process Track Record of Investment Bank Team Members…Commitment References

9. Lead Manager Orchestrates Drafting, Due Diligence, Syndicate, Sales, After Market Negotiates Fee Split Allocates Shares Leads Pricing Call 15% Over Allotment Option “Greenshoe”, “Shoe” Co-Lead Managers

10. Fee Structure Gross Spread - 7% –Management Fee –Underwriting Fee –Selling Consession Jump Ball Fixed Fee

11. Organizational Meeting “All hands meeting” Participants –Company –Company Counsel –Underwriters (two or more) –Underwriter’s Counsel –Company’s Accountants

12. Organizational Meeting Transaction Issues Due Diligence Interviews Document Request List Facility and/or Store Tours Initial Drafting –Outline Story –Position the Company Schedule of Key Dates

13. Transactional Issues Size of Offering –Not More Than a Third –Company vs Secondary Shares –Over Allotment Option –Split Lock-ups – Who and How Long Use of Proceeds –Debt Retirement –Working Capital –Growth Legal –Corporate Status –Quiet Period and Ordinary Course Announcements –Anti-Takeover Provisions Misc –Comfort Letter –Selection of Printer –Transfer Agent –Bank Note Company –Reservation of Stock Symbol –Authorized Shares –S-8 for the Employees Option Plan –Directed Stock

14. Prospectus “Selling Document” Five to Eight Drafting Sessions File Registration Statement with SEC SEC Review (used to be 30 days) SEC Comments File Amendment 1 with SEC Print and Distribute “Red Herring”

15. Prospectus Cover Summary The Compnay Risk Factors Use of Proceeds Dividend Policy Capitalization Dilution Selected Financial Data MD&A The Business Management and Security Holders Description of Securities

16. Registration Statement Prospectus Exhibits –Underwriting Agreement –Articles of Incorporation –Opinion of Company Counsel –Stock Option Plan(s); 401(k) Plan –Employment Agreements –Registration Rights Agreements –Material Contracts –Computation of Earnings per Share –Consents

17. Marketing Process Marketing Documents –Prospectus –Roadshow Presentation –Insitutional Sales Teach In –Retail Broker Fact Sheet Distribution Strategy –Mix of Institutional and Retail –Directed Shares –Syndicate Structure –Roadshow –Share Allocation

18. Marketing Strategy Institutions with history of buying, holding and increasing positions Institutions which own comparable companies Build momentum before NY and Boston Create perception of scarcity

19. The Road Show Two to Three Weeks Organized and paid for by underwriter Provides info about the company in one- on-one meetings with prospective investors Build the book

20. Going Effective Acceleration Request Pricing the Offering Final Prospectus Printed

21. After Market Support Timely, Accurate and Insightful Research –Coverage begins after a 25 day quiet period Follow up Road Shows Investor Conferences Active Market Making

22. Life As a Public Company Reporting –Qs, Ks, Press Releases, Conference Calls, Reg FD, Forward-looking Statements, Sarbanes-Oxley Trading Blackouts Proxys BOD Liability Investor Relations Secondary Offerings –Additional Cash –Enhance the Float –Orderly Exit for Large Holders