Step 1: Introduction Phase

• Introductory discussions about opportunity with seller / intermediary through initial telephone call or on-site meeting at company's corporate offices prior to signing of confidentiality agreement ("CA")

• Preliminary assessment of opportunity and strategic fit by N-Squared team

Step 2: Initial Review Phase

• Signing of CA followed by initial review and discussions of strategy, operations and financial condition of business (including review of audited financial statements)

• N-Squared will build a preliminary but detailed financial model to evaluate opportunity

• N-Squared will determine a preliminary purchase price based on a number of factors, including the company's historical financial performance and our belief of the company's ability to achieve its financial forecast

• Preliminary discussions with respect to deal structure and purchase price

• Detailed assessment of opportunity and review of letter of intent by N-Squared investment team

• Preliminary discussions with capital partners regarding financing terms, including establishing support / confidence letters (if needed)

Step 3: Letter of intent "LOI" phase

• Submission of LOI, including preliminary indication of purchase price

• Request for period of exclusivity to commence detailed diligence

Step 4: Detailed due-diligence phase

• Conduct detailed due-diligence of business, including site visits, interviews with employees, customers and other partners, financial diligence and legal and tax diligence

• Conduct quality of earnings analysis in partnership with independent, third-party accounting partner

• Establish detailed 180-day action plan

• N-Squared's diligence team will include lawyers, accountants and other advisors to develop a comprehensive understanding of the business

• Confirm preliminary terms as set forth in LOI

• Confirm financing availability

• Prepare and negotiate definitive agreement and other legal agreements, as relevant

• Prepare for post announcement activities, including transition plan and plan to finance and close transaction

Step 5: Signing of definitive agreement and deal announcement

• Sign definitive agreement and other legal documents and announce transaction

Step 6: Post investment support

• Post-investment, the N-Squared Team will work closely with the existing management team, shareholders and other partners of N-Squared via an active board level interface with the ultimate goal of helping the business achieve significantly greater market footprint and operational scale. Preliminarily, we expect to execute a three-pronged long-term growth strategy to enhance and create value at the acquired business.

• First, we will aggressively look to execute an M&A-driven growth strategy. We see M&A as a strategic value driver to enhance the acquired business's product offerings, drive economies of scale, and realize potential cost synergies.

• Second, we will seek to invigorate initiatives related to organic growth of the acquired business, with an eye on our macro thesis that only those businesses that consistently deliver quality and value will have long-term staying power.

• Finally, a key tenet of our thesis is to pursue global growth opportunities and, accordingly, we will seek to actively leverage the acquired businesses as a platform to drive ex-U.S. growth, as applicable.