1. WealthTouch SESSION THREE WORKBOOK Decisions and Notes for Modules 1 – 6 BSMARTer Business Simulation Management and Relationship Training

2. Fundamentals of Equity MODULE ONE

3. Changes in Equity 2 The equity changes we anticipate and need to plan for at this point are the following: 1)Cohesive relationship – In the short term we aren’t planning to change the Cohesive relationship as it stands right now. Our partnership agreement, which hasn’t been reviewed for a number of years, calls for us to evaluate among other things, the structure of the Cohesive arrangement. Are there certain things we could request to make this a better partnership? What are the pros and cons of buying out the Cohesive relationship? Would they even agree to be bought at and at what kind of premium? 2)Retirement of co-founders Paula and Art – create a 3 to 5 year buy out plan for Paula and Art. Need to move away from the “Art and Paula” firm mindset and start putting a succession plan in writing. 3)Addition of Wendy as a partner – Paula and Art would sell a nominal percentage of their ownership to Wendy, without changing their majority ownership of the firm; 2.5% each. 4)Wendle’s ask for more equity – Cohesive is ok with the increase, however, increase should come from other partners. Who’s ownership stake does Wendle buy? In order to be a partner should at least have $1m book of revenue and brought in 35% himself. Consider, why someone should own more equity due to BD progress, is this about money or control?

4. Valuation Principles and Experience MODULE TWO

5. Firm Value 4 In summary, WealthTouch would opt for professional valuation on an every other year basis. The outside verification provides a transparent assessment and a benchmark that provides all owners – WealthTouch and Cohesive – as well as prospective buyers and sellers of equity what the value of the firm is and value of respective ownership equity. Prior to doing an outside valuation, we ran numbers using straight industry formulas: Additionally, we built models for WealthTouch value under best and worst case scenarios: Best case scenario assumptions: growth makes a firm more valuable and WealthTouch’s revenue growth was 21.5% for 2015, model built using growth rate 21% Employee and client retention stable - no employee and minimal client attrition Ownership liquidity/transfers addressed - new owner in 2016, A&P retire in 2019 Worst case scenario assumptions: WealthTouch’s revenue growth back down to 15% (2014 level) Employee and client attrition Ownership and rainmaker attrition For WealthTouch-Pros: revenue per client, growth rate For WealthTouch-Cons: factors that could impact value - no buy/sell agreements or process (why is that an impact on WT value? Not enabling the succession of the business to the next generation of owner, potentially could impact via future talent retention issues.), no retirement plan process for owners (why is that an impact on WT value? If founders can’t retire, their equity xxx) What to do about technology? Potential resources to refer to: Internal Succession Guide, Economics Estimator

6. Firm Value 4

7. 4

8. New Partnership Admission MODULE THREE

9. Criteria for New Partners 6 Requirement to be employee to be an owner (already have passive ownership with Cohesive and need to protect the biz dev culture) First and foremost, Invitation to partnership/ownership will be a function of a candidate’s contribution to the firm: Measureable contribution to business development/revenue growth. Measureable contribution to expense reduction. In addition to the metrics above, candidates for partnership/ownership will go through a formal application process for review and acceptance by current partners, based upon the following criteria: Embraces WealthTouch’s vision and core values. Demonstrated leadership abilities. Entrepreneurial spirit – understands the difference between running a business and a book of business. Management skills – people, processes, compliance & risk management. Unquestionable character – honesty, ethics, team-player, maturity, overall business acumen. Presence/impact in the community. Formal application process will include the following: Letters of recommendation from two partners, at minimum. Formal packet/resume prepared demonstrating candidate’s skills and accomplishments in ownership/partnership criteria. Multi-year process. WealthTouch partnership team will strike appropriate balance between meaningful ownership and affordable ownership for each candidate. Outside lending facility will be made available when appropriate.

10. Partnership Agreements MODULE FOUR

11. Partnership Agreements 8 Dictates how the firm will be run We have an existing partnership agreement in place, but it is outdated. What we need to update it to include should be 1)Board of Directors – currently the agreement states the Board will consist of CEO (currently Paula), President (currently Art), and a Cohesive rep. We need to discuss alterations to this since with the expansion of the business (and number of owners) we need to articulate how many Board members their should be and the process behind it. 2)Firm Valuation – We will seek an updated valuation every two years from a 3 rd party (Devoe) using a process heavily relying on Discounted Cash Flows. This will allow us to value the firm for ownerships issues. When offering ownership to internal associates we will discount the value 15% as a benefit to our associates and to make it more affordable for them to participate in the offering. Any sale to outside owners would be a the stated valuation (ie no discount) 3)Ownership Criteria – the Partnership agreement should state that to be offered ownership one needs to be either a Sr. Advisor or maintain a departments head role (Wealth Management, Investments, Service/Operation, Compliance). 4)Owner Retirement – The agreement needs to outline the process for an owner that wishes to retire. This process should identify the timeline (ex 4yrs) in advance and then create a process to transition that persons responsibilities and equity 5)Corporate Governance – Decisions need to be approved by a simple majority with each board member being provided a vote. We need to address altering/rescinding the veto rights currently held by Cohesive

12. Partnership Agreements 8 Draft - Updated/Revised Term Sheet: A. Entity and Business1. WealthTouch is an LLC registered as Investment Advisor (RIA) B. Board of Directors 1. The company will be managed by the Board of Directors and the executives elected by the Board. 2. The Board will consist of the CEO, President and a representative elected by Cohesive Capital. Under Review, see item #1 above 3. Wendle is not happy that the three other owners are shut out of the board but Cohesive will not agree to changes in the board Under Review, see item #1 above 4. The board will make decisions on most matters by simple majority, except for the veto rights held by Cohesive and listed below Under Review, see item #5 above. 5. Each board seat has one vote on all matters 6. The board will meet quarterly or as needed to make decisions. Entire Process Under Review, see item #1 above C. Members and Ownership Interest 1. The current ownership is: Cohesive Capital – 30% Paula – 20% Art – 20% Carry – 10% Wendle – 10% Chuck – 10% 2. Paula is a strong supporter of opening up ownership to their top advisors – Wendy, Michael and Maris. However, there is concern about what the criteria will be and how that will impact the Cohesive deal Under Review, see item #3 above. Updated Criteria. See Slide 9 as well under New Criteria. 3. Wendle is developing a lot of new business and feels that at some point his ownership should increase. Cohesive is OK with the increase but feels that the increase should come from the other partners. The partners are not on board with that idea and do not want to sell Under Review, partners feel it is now in the best interest to add to ownership and position firm for future growth, succession and firm valuation. See items #1-#3 above, and Slide 9 under New Criteria. 4. Each member agrees that they will not compete with the firm for a period of 5 years after their resignation from the firm and that they will not solicit clients away from the firm for a period of 5 years following their departure.

13. Partnership Agreements 8 D. Compensation for Owners 1. Owners will receive compensation as follows: Paula - $250,000 Art - $250,000 Carry - $125,000 Wendle - $125,000 Chuck - $125,000 2. Each partner can also participate in the new AUM bonus. 3. The board approves all partner salaries E. Ownership Transfers 1. The board has to approve all new owners and can reject new owners for any and no reason 2. The board can terminate an owner at its discretion with a super-majority vote. 3. There is no defined mechanism for retirement of partners – partners have to make their own plans but those plans have to be approved by the Board. Under Review, see item #4 above, as well as Slide 15 on Succession Plan 4. There are no buy-sell agreements in the case of death or disability and Cohesive opposes any such obligation unless it can be insured. Unfortunately Art is not insurable due to a prior illness. Under Review, see Slide 15 under Succession Plan 5. Partners who leave the firm have to forfeit all their shares. F. Management of the Firm 1. The firm is managed by the board of directors and the CEO appointed by the board.

14. Partnership Agreements 8 G. Special Decisions 1. Cohesive capital has the right to veto any of the following decisions: a. Changes in compensation to employees that result in more than $30,000 estimated impact b. Changes in executive compensation c. Hiring of new employees with compensation over $100,000 a year d. Budget of the firm for the next fiscal year. If no budget is approved the company will execute the same budget as in the prior year e. Changes in client pricing implemented across the client base f. Any addition of a new owner Under Review, see item #3 & #5 above g. Borrowing more than $100,000 h. Transferring more than $100 million in AUM to a new custodian H. Distributions and Capital 1.The firm is obligated to pay $600,000 in preferred dividend to Cohesive capital Under Review, continue in short term and evaluate per new Partnership agreement, firms growth & strategic plan. 1. Of the remaining profits, the firm will distribute at least as much of its profits as necessary to meet the resulting tax liability to partner. 1.Each partner is responsible for filing their own tax return and making estimated payments 1.The firm cannot force partners to contribute more cash or other assets to the firm I.Buy/Sell Process Preparation We will seek an updated valuation every two years from a 3 rd party (Devoe) using a process heavily relying on Discounted Cash Flows. This will allow us to value the firm for ownership opportunities, questions and mitigate issues. J. Partnership Requirement Proposal To reduce firm risk, proposal to add Tax Preparation through outside Tax firm for Partners as today they are free to manage and file their own tax returns. Possible to add as part of Executive Compensation Plan. I. OtherSee Other Initiatives Slide - Last Slide

15. Founder Succession MODULE FIVE

16. Succession Plan 10 We’ve identified Paula and Art, the original founders of WealthTouch, as the individuals for succession. Why? Retirement plan for founders and growth and value of the firm. How? Continuing with firm value initiatives – service team structure client of the firm, committee decision support Transition of their functional work, leadership roles and ownership. Functional Job CEO President Board members Transition of clients being managed Action Plan: Discuss and gain support from Cohesive on succession strategy (and include all the other parts too) to ensure longevity and success of WealthTouch. While the value of the firm is supported by growth and cash flow, there will be an impact to growth if Paula and Art as two key rainmakers is not addressed. Additionally, we are at RISK – no succession plan. This exposes the firm to potential loss of key employees, clients of Art and Paula. Communicate to employees and clients Update agreement to address Paula and Art retirement and buy/sell 5 year out future role: employee/owner but not functional leaders, Paula no longer CEO and Art no longer President

17. Succession Plan 17 WealthTouch’s preferred approach to succession plan is structured around an internal succession planning model with the ultimate goal of preserving the legacy and culture of the firm. Its important to the firm that we maintain the continuity of client service and ensure a smooth client transition during the process. This plan also provides us with flexibility as well as, control of the timing and terms of the implementation of the succession plan to ensure a successful transition. Set up the future success of the firm by establishing a succession plan for both Art and Paula by bringing in younger generation of talent which will ensure the long term success of the firm. This will also be a great selling point to clients as well. While Cohesive is currently a passive partner of WealthTouch, the partners feel they need to play a more active role in the future success of the firm. This can be achieved by Cohesive helping finance the next generation of owners. This will help Cohesive protect their investment for the long term by aligning their interests with the partners of the firm. Cohesive will be more supportive of this plan to finance the debt of the new partnership by allowing them to charge interest on their loan, giving them another opportunity for a new source of income, further aligning their interests with the management team. Furthermore, with this deal in place, Cohesive will align themselves as a true partner of the firm by not subtracting the new partner bonuses and salaries ‘from the target revenue of the firm’. (potential win-win scenario for the firm and Cohesive because it can help ease tension between Chuck/Carry and Cohesive) Process of buying in for new partners will be to pay for the shares up front with a 7 year note financed by Cohesive Partners at a 5% interest rate. All shares will be owned at the outset and paid for through a long term payment plan of 7 years. We feel that stretching the payment over a period of 7 years provides a more palatable payment for the new owner. Also, the dividend payment can be used to help finance the new partners debt and, from our projections, we expect the dividend payment to grow over the years making the payment easier to digest as well. Create an ownership path for Wendy and increase % ownership for Wendle. This can be achieved by structuring a succession plan for Paula and Art. Paula and Art will each initially sell 5% ownership in the firm. Wendle plans to purchase an additional 5% stake in the firm, making him a 15% owner and Wendy plans on purchasing the other 5%, making her a 5% owner.

18. Succession Plan 18 Over the course of the next 10 years and through a detailed succession planning agreement, Art and Paula will provide a path to ownership and sell additional shares of their ownership to Michael and Maris through and other potential Next Gen owners through a ‘marketplace’ that the firm establishes. This will help Wealthtouch further diversify firm ownership and help management achieve the much needed transition away from the ‘Mom and Dad’ culture and move towards a more structured leadership team. Implement a process where every 2 years we have a 3 rd party valuation done so that the multiple is reliable. Use the same multiple every year to ensure consistency. Also, since there is no buy/sell agreement in place, Wealthtouch will need to purchase a life insurance and disability policy to protect the firm in case of Paula’s death or disability. Since Art is not insurable due to a prior illness, we need to structure an agreement with the existing partners to acquire Art’s share of the in the case of an unforeseen incident. This agreement will come at a (20%?) discount of the current valuation of his shares. All of this work will ultimately help us reinforce the management/member/board model vs an ‘owners’ business model from previous years and will encourage the next generation of ownership.

19. Succession Plan 19 Current Ownership StructureOwnership Structure in 2 years Name% OwnershipName% Ownership Cohesive Capial30Cohesive Capial30 Paula20Paula15 Art20Art15 Carry10Carry10 Wendle10Wendle15 Chuck10Chuck10 Wendy5 Ownership Structure in 5 yearsOwnership Structure in 10 years Name% OwnershipName% Ownership Cohesive Capial30Cohesive Capial30 Paula10Paula0 Art10Art0 Carry10Carry15 Wendle15Wendle15 Chuck10Chuck15 Wendy5 10 Michael5 5 Maris5 5 Next GenEmployee TBD5

20. Other Initiatives MODULE SIX

21. Other Initiatives 12 Describe any other initiatives your firm will undertake. Notes InitiativeExplanation 1. Perform Technology Assessment Work with Fidelity RM & Tech Consultant to perform a comprehensive technology assessment. Expose process/efficiency/expense gaps and opportunities to improve profitability and drive growth. 2. Develop Sales Training (Curriculum & Process) Work with A&P to develop training for next gen talent. based on firms growth/success/mission from the two founders and rainmakers that drove this business. Opportunity for role mentor, meetings with A&P, etc. 3. Implement Growth Reference Guide/Activity Plan To drive new growth and add accountability for next gen of rainmakers. Blueprint of identifying, tracking, and measuring key business development steps/opportunities – i.e. # of COI meetings per month, # of Referral interactions, # of Bus Dev events. # of top client meetings to discuss referrals & growth. 4. Increase Community/Next Gen/Industry Development Work with local academic institutions on educating next gen on the industry, career opportunities, mentor program. Leverage relationships with industry experts. 5. Increase Community Presence Improve WealthTouch brand recognition within local community or community of top client segment. Increase referral opportunities for jr. Advisors and future equity owners. Sponsor industry & non- industry events, guest speakers, etc.