1. 2008 D&O Symposium Symposium New York City ~ February 6 & 7, 2008 Life Cycle(s) of an IPO Company

2. Life Cycle of an IPO Company MODERATOR: Megan Colwell, Senior Vice President Woodruff-Sawyer & Co. Matthew Deneen, RPLU, Senior Vice President Hooghuis Group, LLC Deirdre Finn, Senior Vice President Navigators Pro Lauri Floresca, Senior Managing Director Carpenter Moore, a NASDAQ Company Keith Thomas, Executive Vice President Zurich Management Solutions Group Michael Torpey, Partner Orrick, Herrington & Sutcliffe LLP

3. Case Study YellowWire, Inc. Headquarters: Santa Clara, CA Founded: 2001 Market segment: Telecom Revenue: $8.5M as of YE05 Management team: founders Funding: $15M via Rounds A & B Company valuation: $25M

5. Reverse Merger History and Perceptions Historical View: Checkered past in the 70’s, 80’s and 90’s with “Pump and Dump schemes”. Mergers-R-Us.com http://www.mergers-r-us.com/index.html GoPublicUSA.com http://www.gopublicusa.com/main.html “Take your private company public the easy way by purchasing a dormant, public shell company through a process known as a reverse merger...”

6. Successful Reverse Mergers Texas Instruments Inc. Berkshire Hathaway Inc. Tandy Corporation (Radio Shack Corporation) Occidental Petroleum Corporation Blockbuster Entertainment The New York Stock Exchange Frederick’s of Hollywood (1/28/08)

7. Reverse Mergers: How Popular Are They? Annual growth trends: 2003 2004 2005 2006 46 168 179 206 Q107 : 53 RM’s/$3B Mkt cap = +100% growth University of Pittsburgh study:  91% of the companies that performed a RM are still in existence three years later.

8. “Formerly Shady Reverse Mergers Gain Credibility” USA TODAY, 6/28/07 (1)New SEC rules in past five years (2)IPO option: larger/more established companies (Post Dotcom/IPO Bubble)  2006: more reverse mergers than IPO’s (3) SPAC’s (Special Purpose Acquisition Companies)

9. SPAC’s: How Popular Are They?* 2007: 65 SPAC’s went public = $11.7B Average deal size: $183M (vs. IPO’s @ $229M) Pipeline momentum  December 2007: 50% of new filings were SPAC’s  January 2008: 7 of 13 new filings were SPAC’s Currently:  75 SPAC’s seeking acquisition/reverse merger opportunities  Flush with cash! *Data from: Renaissance Capital’s SPAC Facts, Annual Review, January 2008

10. SPAC Statistics* 2003 2004 2005 20062007 No. of SPAC’s 1 12 28 34 65 Total Proceeds $24.2M $491.1M $2.1B $3.2B $11.7B % IPO Market1.5% 5.6% 14.4% 14.8% 23% Avg SPAC Size $24.15M $40.9M $75M $95M$183M Avg IPO Size$224M $198M $175M $217M $229M *Data from: Renaissance Capital’s SPAC Facts, Annual Review, January 2008

11. “Traditional” Reverse Merger—Shell Company Reverse merger option  Faster, better, cheaper?  No real capital infusion; limited liquidity  PIPE financing = funding option