GREGORY S. ANSEL, ASA

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1 GREGORY S. ANSEL, ASA PRINCIPAL FINANCIAL STRATEGIES CONSULTING GROUP, LLC (925) , - gansel@fscg.com Greg Ansel founded Financial Strategies Consulting Group, LLC in Greg specializes in providing valuation services and financial analysis to clients of all sizes and stages of development for diverse purposes. These services include business valuations, stock option pricing analyses, purchase price allocations, goodwill/impairment analyses as well as various transaction related services. He is particularly experienced with financial reporting valuation issues related to Accounting Standards Codification ( ASC ) Nos. 350, 360, 718, 805 and 820 (formerly SFAS Nos. 142, 144, 123r, 141r and 157, respectively.) While FSCG focuses primarily on high technology and biotechnology companies, Greg has experience valuing businesses in many industries. These industries include enterprise software and SaaS entities as well as entities in the data mining, big data, security, optimization, gaming and other industries as well as drug discovery, medical devices, other life science segments. He also has experience in other industries including logistics, food services, entertainment, retail and food processing entities. These engagements have been successfully completed for both financial reporting and tax purposes and have successfully withstood review from the IRS, SEC, audit and tax firms, attorneys, Venture Capitalists as well as attorneys and board members. Greg earned B.A. in Economics from the University of California, Los Angeles and his M.B.A. in Finance from the University of Chicago. He earned his Accredited Senior Appraiser designation in business valuation as well as the Intangible Asset specialty designation from the American Society of Appraisers (ASA). Greg is currently a member of the ASA Business Valuation Committee and is a former member of the ASA Board of Governors and Board of Examiners. He is a founding member of the Fair Value Forum and a member of the Valuation Roundtable of San Francisco (VRT). Greg has taught numerous Business Valuation and Intangible Asset valuation courses as well as taught courses on Business Valuation and Mergers & Acquisitions as an adjunct professor in Golden Gate University's MBA and Tax departments. In his spare time, Greg likes to participate in and coach sports, travel, read mystery novels and cook. He is also active in numerous community and charity endeavors.

2 Bio Jim Brown, ASA, CFP Jim Brown, ASA, CFP Jim is a partner in the accounting firm, Perisho Tombor Brown PC, where he heads their Valuation and Consulting practice. He has over 18 years experience performing valuations for estate and gift purposes, litigation support, financial reporting and merger and acquisition consulting. Jim is an Accredited Senior Appraiser in business valuation awarded by the American Society of Appraisers and a CERTIFIED FINANCIAL PLANNER. He is a member of ASA s Business Valuation Committee that writes the principles of valuation courses, exams, accreditation requirements and valuation standards. He chairs their marketing sub-committee, Business Valuation Review subcommittee and university task force. He is a member of ASA s International Board of Governors representing the Business Valuation Discipline. Jim is a member of the Fair Value Forum. Prior to joining Perisho Tombor Brown PC, Jim held senior management positions in corporate banking in the San Francisco Bay Area where he gained over 26 years experience serving privately-owned businesses with annual sales between $1,000,000 and $100,000,000.

3 Christy L. Chow, CPA/ABV Ms. Chow is a Director in Grant Thornton s San Francisco office. She has over 15 years of experience leading and performing valuations for financial reporting, tax and management planning purposes. Her specialties include the valuation of business interests, intangible assets, and preferred and common stock of private entities and VC-backed start-ups. Ms. Chow has served public and private companies in the technology, consumer products, private equity and venture capital industries. Prior to joining Grant Thornton, Ms. Chow was a Director in Deloitte s valuation practice, where she was the West Region Audit Support Leader and a member of the National Technical Committee. She also worked in the Valuation, Management Consulting and Audit Practices of KPMG LLP. Ms. Chow earned her BA in Economics/Business from UCLA, and she is a Certified Public Account, Accredited in Business Valuations.

4 Nancy Czaplinski Managing Director, Valuation Advisory Services Nancy is a managing director in the Valuation Advisory Practice of Duff & Phelps. Nancy has provided financial analyses and business valuations for both private and public companies for various purposes including acquisitions, bankruptcy and restructuring, tax restructuring, and exchanges and mergers. She has completed valuations of intangible assets, as well as liabilities including earn-outs, in purchase price allocations. In addition, Nancy has provided valuations of interests in privately held companies including partnerships, S corporations and limited liability companies. She has expertise in providing solvency and fairness opinions to clients in numerous industries. In addition to her solvency and fairness activities, Nancy has presented testimony as an expert witness for the Court of Chancery with the State of Delaware, the US Bankruptcy Court for the Eastern District of Wisconsin, and the US Tax Court, among others. She has experience with income tax and financial reporting audits and has been deposed on valuation matters. In addition, she has assisted clients in negotiations pursuant to closely held valuation litigation issues. Duff & Phelps, LLC Milwaukee Nancy.Czaplinski@duffandphelps.com Nancy was appointed managing director of American Appraisal, a subsidiary of Duff & Phelps, in Nancy holds an M.B.A. with an emphasis in Finance from the University of Wisconsin - Milwaukee and received a B.S. degree from the University of Wisconsin - Eau Claire where she graduated summa cum laude. She is a member of the American Institute of Certified Public Accountants holding both ABV and CGMA certificates. Nancy holds an ASA in business valuation with the American Society of Appraisers, a CFA with the CFA Institute, and a CPA with the Wisconsin Institute of Certified Public Accountants. Nancy is currently a member of the Valuation Resource Panel of The Appraisal Foundation and a member of the Fair Value Infrastructure Initiative sponsored by the AICPA. ASA and RICS. In addition, she is a Member At-Large of the Business Valuation Discipline Committee of the ASA. Nancy is a past-president of the Southeastern Wisconsin ASA Chapter #57. Duff & Phelps 1

5 Michael DeLuke Mr. DeLuke is a Managing Director in Houlihan Lokey s Financial Advisory Services business. He has more than two decades of professional services and valuation experience in the healthcare, financial services, manufacturing, and energy industries. Mr. DeLuke is based in the firm s Dallas office. Before joining Houlihan Lokey, Mr. DeLuke was a manager in PricewaterhouseCoopers Standard & Poor s corporate value consulting practice, where his valuation assignments addressed acquisitions, divestitures, fairness opinions, corporate planning, purchase price allocations, and financial advisory. Earlier, he worked for several years at another accounting firm, performing business valuations and providing tax and audit services. Mr. DeLuke holds a B.B.A. in Accounting from Baylor University, a master s degree in Taxation from Baylor University, and an MBA in Finance from the University of Texas. He is a licensed Certified Public Accountant in Texas and holds the Accredited in Business Valuation (ABV) credential. Mr. DeLuke is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. He was also a member of the Financial Accounting Standard Board s Valuation Resource Group, which identified and helped resolve fair-value measurement issues.

6 2015 ASA Fair Value Conference San Francisco Stillian Ghaidarov Mr. Ghaidarov is a Vice President in Houlihan Lokey s Financial Advisory Services business. He focuses on transaction opinions in connection with mergers and acquisitions, spin-offs and divestitures, dividend recapitalizations, and leveraged buyouts. Mr. Ghaidarov also specializes in the valuation of business enterprises, equity and fixed-income securities, and derivative instruments for portfolio valuation and other financial advisory services. He is based in the firm s Los Angeles office. Before joining Houlihan Lokey, Mr. Ghaidarov was a Director at Capstone Advisory Group, LLC, where he provided solvency, fairness, and other transaction-related opinions to boards of directors, special committees, and private equity sponsors. Earlier, he was a Manager at the valuation group of a national public accounting firm. Mr. Ghaidarov has authored articles on the topics of pricing illiquid securities and investments in venture-backed companies, and his research has been published in The Journal of Derivatives, Valuation Strategies, and Business Valuation Review. Mr. Ghaidarov earned a B.A. in Mathematics and Physics, summa cum laude and Phi Beta Kappa, from Kenyon College, and an M.A. in Applied Mathematics from the University of Southern California. He holds the designation of Chartered Financial Analyst. 0

7 Bharat Kanodia Bharat Kanodia leads venture valuations for Ipreo, which offers the largest technology solution for private equity and venture portfolio valuations. This technology valuation solution supports 180 institutional clients and has issued over portfolio valuations. Bharat has formerly worked with American Appraisal and Silicon Valley Bank Analytics. He has valued real estate, industrial, personal property and financial assets including the Golden Gate Bridge, NYC subway system, Hartsfield Atlanta Airport, and Las Vegas casinos. As an appraiser Bharat has signed off on over 4000 valuation opinions with $800 billion in assets. Bharat holds an undergraduate degree in mechanical engineering from University of Wisconsin, and an MBA from Marquette University. He is a senior accredited member with ASA.

8 Glen Kernick Managing Director, Valuation Advisory Services, Technology Industry Leader, Silicon Valley City Leader Glen Kernick is a managing director and City Leader of the Silicon Valley office, part of the Valuation Advisory Services business unit, and leader of the Technology Industry valuation practice. He has over 18 years of valuation and financial analysis experience. Glen has performed valuations and financial analyses for a variety of purposes including financial reporting, tax, fairness opinions, litigation and strategic planning. Past and current clients range in size from private, early stage companies to Fortune 50 public companies in the biotechnology, computer hardware, data storage, internet/e-commerce, medical device, networking equipment, semiconductor, software and telecommunications industries. Duff & Phelps, LLC Silicon Valley Glen.Kernick@duffandphelps.com Glen has led or been directly involved in performing more than 25 significant technology industry business combination purchase price allocation engagements with transaction values ranging from $1 to $25 billion, several multi-billion dollar goodwill impairment analyses, a number of notable private company stock valuations for clients that have completed the S-1 registration process, and provided expert witness testimony regarding the valuation of an early stage technology company. Glen joined Duff & Phelps in conjunction with the merger of Standard & Poor s Corporate Value Consulting with Duff & Phelps in Prior to the merger, Glen performed valuation and financial advisory engagements for more than eight years, starting as an associate with the Valuation Services Practice of Price Waterhouse, LLP, a director at PricewaterhouseCoopers, LLP and a managing director at Standard & Poor s. Prior to beginning his career in valuation consulting with Price Waterhouse, Glen s work experience included technology licensing at a major university and technology lending at a commercial bank. Glen received his M.B.A. from the University of Washington and his B.A. in economics from the University of California, San Diego. He is a candidate member of the American Society of Appraisers and member of the Licensing Executives Society s Silicon Valley Chapter. Duff & Phelps 1

9 Daniel A. Knappenberger, CFA, ASA Principal, Valuation Services Deloitte Transactions and Business Analytics LLP Tel : Office : Profile dknappenberger@deloitte.com 225 West Santa Clara Street San Jose, CA Dan is a principal with Deloitte Transactions & Business Analytics LLP ( DTBA ) within Deloitte Advisory. Dan is also the Silicon Valley market leader for Deloitte Advisory. He has more than twenty years of experience providing valuations in support of financial statement reporting, tax planning, M&A, and other strategic matters. He has managed and performed a variety of business advisory and valuation related projects to both domestic and global clients in a variety of industries. He has particular expertise in the valuation of business and equity interests as well as intellectual property including: technology, patents, software, research and development, brands and trade names, as well as customer relationships. Mr. Knappenberger has lectured and taught corporate finance and valuation theory at the graduate and undergraduate levels at various universities. He has also written and spoken throughout the United States on various valuation topics. Experience Mr. Knappenberger has performed several hundred valuations for U.S. GAAP including ASC 350, ASC 360, ASC 805, and ASC 820. Has worked with many of Deloitte s PEI and venture funds in NY, Boston, and San Jose to develop equity valuation and allocation models. Has led integrated multidisciplinary valuation assignments which included fixed asset, real property, and intangible asset components. Worked on domestic and global valuation assignments that included complex tax and financial statement reporting issues. Worked as a strategic advisor to his clients on buy-side and sell-side M&A issues. Deloitte Advisory San Jose and Silicon Valley Market Leader. National leader of Deloitte s United States technology industry valuation practice. Professional Affiliations CFA Institute, Chartered Financial Analyst (CFA) charterholder American Society of Appraisers, Accredited Senior Appraiser (ASA) Education University of Notre Dame: B.A. University of San Francisco: M.B.A. Copyright 2010 Deloitte Development LLC. All rights reserved. Member of Deloitte Touche Tohmatsu

10 David Lipa David Lipa is the founder of Preferred Return, which provides solutions to compute and report the value of illiquid assets like private company shares. Preferred Return offers software automation solutions to financial services companies and also serves as an independent valuation firm with several thousand clients around the country. David is a software developer and graduated from Stanford University in 2006 with a degree in Management Science & Engineering. Before going into business he worked in private equity at Pantheon Ventures, where he focused on secondary transactions of LP interests in funds and of individual positions in private companies. He grew up in the Bay Area near Palo Alto.

11 Alok Mahajan, CFA Alok Mahajan is a Principal with KPMG and serves as Silicon Valley Leader for Valuation Services practice. He has over 17 years of experience as a valuation professional and is considered one of the national leaders for valuations in the Technology and Venture Capital backed companies sectors. Currently he is also leading KPMG s Complex Security Valuations Desk. His projects have ranged from valuations for strategic purposes and controversy/dispute resolution to compliance purposes (tax and financial reporting). He currently serves as observer (and is past Chair of) KPMG s Valuation Services Technical Committee (VSTC). He served on the Appraisal Practices Board (APB) of The Appraisal Foundation (TAF) from Alok has led numerous engagements that involved carving out core platform value, patent portfolios, customer relationships, contracts, order backlog, brand, trade names and trademarks, non-compete agreements, and the valuation of inventory and deferred revenue. He is a frequent speaker on valuation topics. Alok is a CFA, received his MBA from University of Michigan, Ann Arbor and a B. tech from Indian Institute of Technology, Roorkee, India.

12 Background I am a Manager in KPMG s Silicon Valley Tax practice. I have more than four years of experience in financial and economic analysis applied in transfer pricing and valuation. I earned a PhD degree in Economics with a minor in Finance from Northwestern University and I have been teaching several courses in Econometrics, Statistics and Data Analysis for the MBA program at Kellogg School of Management at Northwestern University. SORIN MARUSTER Manager KPMG LLP 3975 Freedom Circle Dr Santa Clara, CA Tel Cell smaruster@kpmg.com Function and Specialization Specialized in transfer pricing and economic analysis. Languages English, Romanian Education, Licenses & Certifications BA, Academy of Economic Studies, Romania MA, Northwestern University PhD, Northwestern University Professional and Industry Experience I have been responsible for a broad range of U.S. multi-national and foreign-owned clients. Current and past clients include leaders in the pharma industry, consumer products, manufacturing and chemical industry. I have advised on many transactions and contingent consideration valuation assignments. I have also provided transfer pricing advice in several industries. Professional Exams/Designations ASA, Business Valuation Courses and CFA Level I and Level II Technical Skills Taught courses in Data Analytics based on STATA Used SAS to perform studies and analysis of models of financial markets models as a research assistant for the Finance Department at Kellogg School of Management, Northwestern University

13 Massimo Messina Managing Director Massimo Messina is a managing director in the San Francisco office and part of the Valuation Advisory Services practice. He has more than 20 years of financial and valuation experience. Massimo specializes in advising publicly traded and privately held corporate clients on the valuation and structuring of complex merger and acquisition (M&A) transactions, alliances, partnerships and joint ventures, as well as minority investments to successfully integrate and address accounting, financial reporting, corporate finance, and valuation challenges. He has extensive experience in valuation principles, methodologies and critical assumptions employed in various business enterprise, intangible asset and security valuation exercises across a wide breadth of industries such as consumer and industrial products, automotive, transportation, technology, entertainment and media, and telecom, among others. Auto dealerships industry engagement highlights include: Was the concurring partner in several valuation assignments for AutoNation; and Duff & Phelps, LLC San Francisco Massimo.Messina@DuffandPhelps.com Valued several BMW dealerships in 2014 and 2015 in connection with a roll up by the US subsidiary of a Japanese publicly traded parent. Massimo received his Masters of Business Administration from Boston University and his Bachelor of Arts in Economics from Connecticut College. Duff & Phelps 1

14 Valuation & Business Modeling Albert Niemi Executive Director Profile Mr. Niemi is an Executive Director in Ernst & Young s Valuation and Business Modeling practice in the San Francisco office. He is responsible for practice development, managing practice operations, and the execution of valuation engagements. 560 Mission Street Suite 1600 San Francisco, California Tel: Fax: Mobile: Albert.Niemi@ey.com Experience Mr. Niemi has extensive experience in the valuation of business enterprises, equity and debt interests, and various intangible assets associated with businesses. Types of engagements include allocation of purchase price as part of a business combination, valuation of minority and control equity interests for tax planning purposes, corporate/strategic planning, and recapitalizations. Intangibles assets valued as part of business combinations include developed technology, in-process research and development, brands and trademarks, customer relationships/loyalty programs, and non-competition agreements. Mr. Niemi also has extensive experience estimating the fair value of liabilities including deferred revenue and unredeemed gift cards. Albert primarily serves clients in the retail, technology, and asset management sectors. Prior to joining Ernst & Young s Valuation and Business Modeling practice, Mr. Niemi worked for Ernst & Young s Restructuring practice in New York where he advised bank lending groups with outstanding exposure to distressed or bankrupt companies. Additionally, Mr. Niemi has worked for Wachovia where he specialized in asset based and commercial lending. Education and memberships Albert holds a B.B.A. in Finance from the University of Georgia and an M.B.A. in Finance and Accounting from Cornell University. Albert holds the Chartered Financial Analyst (CFA) designation from the CFA Institute and is a member of the CFA Society of San Francisco. Page 1 Valuation & Business Modeling

15 Frank, Rimerman + Co. LLP JOSEPH M. ORLANDO, ASA jorlando@frankrimerman.com Joseph Orlando is a Director and heads the Business Valuation Practice at Frank, Rimerman + Co. LLP. He joined Frank, Rimerman + Co. in 2007 and brings a wide range of experience in fundamental valuation assignments for financial reporting and tax purposes. Mr. Orlando also has a broad background in corporate finance, M&A, investment banking, business development and corporate strategic planning. EXPERIENCE Prepared valuations for a variety of purposes including: o Financial reporting under ASC350, 360, 718 and 805 o Gift and estate taxes o Tax compliance under Internal Revenue Code 409A o Family law and litigation support o Management planning o Mergers and acquisitions o Corporate finance (for private equity and public offerings) Managing Director SVB Analytics Associate Director, Valuation Services Navigant Capital Advisors Senior Manager, Valuation and Financial Advisory Services Bearingpoint, Inc. VP & COO, Global Corporate Finance Credit Suisse First Boston PROFESSIONAL ORGANIZATIONS American Society of Appraisers PROFESSIONAL PRESENTATIONS Business Valuation Notes from the Field Santa Clara University, Santa Clara, California, June 2009 Business Valuation Services to the Wine Industry UC Davis Offsite Course, St. Helena, California, Palo Alto San Francisco San Jose St. Helena New York

16 Frank, Rimerman + Co. LLP LICENSE Accredited Senior Appraiser American Society of Appraisers Appraisal Review Management Designation for Business Valuation (ARM-BV) Candidate American Society of Appraisers EDUCATION MBA in Finance Georgetown University BA in Economics St. Lawrence University Palo Alto San Francisco San Jose St. Helena New York

17 Gary Raichart Director, Strategic Value Advisory Gary Raichart is a director in the Silicon Valley office and part of the Strategic Value Advisory practice. He has ten years of consulting experience focusing on analyses of value, risk and uncertainty. Gary has extensive valuation experience. He has valued licensing, royalty and research collaboration agreements for pre-launch products in highly uncertain markets for transaction, financial planning, reorganizational, and tax purposes. Gary has estimated the fair value of over 100 contingent consideration arrangements in industries that include high tech, life sciences, industrial products, consumer products, and financial services. He has extensive experience valuing assets, business opportunities, contractual obligations, and transactions that involve substantial uncertainty, including guarantees, warranty obligations, employee stock options, earn-outs, and other contingent assets and liabilities for financial reporting and tax purposes. Duff & Phelps, LLC Silicon Valley Gary.Raichart@duffandphelps.com Gary has also developed financial projections for new product launch decisions, strategy evaluation, and investment prioritization, and vetted financial projections for commercial due diligence purposes. He has extensive experience in building mathematical models and using statistical analysis to help clients understand the effects of uncertainty and its impact on value. Gary s experience includes numerous fiscal and economic impact analyses to quantify the benefits of business development, assist in facility relocation decisions, and support negotiation of state and local fiscal incentives. He has provided litigation support services for patent and commercial matters based on primary market research, statistical analysis, econometric modeling, and what if scenario analysis. He has performed market strategy analysis by measuring customer preferences and developing market models to predict choice and market penetration of new offerings and to support market segmentation. Additionally, Gary has developed a macroeconomic model used to predict IT spend worldwide by industry, geography, and company size on a quarterly basis. Gary received his M.S. in management science and engineering and his B.S. in mathematical and computational science from Stanford University. Duff & Phelps November 16,

18 ANNIKA M. REINEMANN, CFA, ASA Ms. Reinemann has been involved in the valuation industry for close to 20 years. For the last 15 years she has been a practice leader and managing director, managing all aspects of regional valuation firms. Ms. Reinemann has earned the Chartered Financial Analyst designation from the CFA Institute and she is also an Accredited Senior Appraiser with the American Society of Appraisers. She has provided close to two thousand valuation opinions and she has been accepted as an expert witness in the US Tax Court. EMPLOYMENT Brittan Park Valuation Managing Director 2011 to Present Brittan Park Valuation is a boutique valuation firm focused on providing high-quality valuation opinions and advice to a select number of clients. The firm works closely with its clients to develop long-term relationships. Brittan Park Valuation has particular strength and experience in the areas of early-stage lifesciences and technology companies; pre-ipo valuation and consulting; estate planning and tax; as well as income tax matters. The firm also provides expert consulting services to other valuation firms that seek to augment their own experience and expertise in certain complex and critical engagements. Cogent Valuation Managing Director 1996 to 2011 The firm provides financial opinions, securities valuation, and corporate advisory services to corporations, institutions, agencies, fiduciaries, partnerships and individuals requiring expert opinion on pricing, structure, fairness, or solvency in connection with: mergers, acquisitions, divestitures, recapitalizations, equity allocation, LBOs, ESOPs, taxes, litigation, intangible assets and fraudulent transfers. PUBLICATIONS AND ARTICLES Co-Tenancy Interests - Current Thinking on the Valuation and Use in Estate Planning; Trusts & Estates, October 2012 Discount for Lack of Marketability in Preferred Financings; FairValueForum.org, October 2009 Lack of Marketability; Trusts & Estates, February 2008 The Valuation of Litigation, Valuation Strategies, March/April 2006 Consider SLP Liquidation Activity; Trusts & Estates, March 2004 Court Opinion v. Valuation Practice: A Discussion of Relevance and Application; California Tax Lawyer; Fall 2003

19 PROFESSIONAL SOCIETIES CFA Institute Chartered Financial Analyst CFA Society of San Francisco American Society of Appraisers Accredited Senior Appraiser San Francisco Area Women Tax Lawyers Vice President of Membership Santa Clara County Estate Planning Council Member Trust & Estates, the Journal of Wealth Management Valuation Advisory Board Fair Value Forum Founding Member, Executive Committee present Valuation Round Table Member PRESENTATIONS AND LECTURES Impact of Secondary Market Transactions; 2011 Fair Value Summit, San Francisco, November 2011 The Valuation of Carried Interests in VC and PE Funds; Corporate Finance & Investment Banking and Applied Security Analysis MBA Programs, Wisconsin School of Business, October 2010 The Valuation of Carried Interests in VC and PE Funds; In-firm presentation, Simpson, Thacher and Bartlett LLP, New York, November A Valuation - What you Need to Know; High-tech CFOs of Madison, Wisconsin; October 2010 Discounts for Lack of Marketability; Valuation Round Table, San Francisco, October 2009 Common Stock Valuation under IRC Section 409A and FAS 123R (ASC 718); Masagung Graduate School of Management at the University of San Francisco; March A Findings - So Far; In-firm Presentation, Frank Rimerman + Co. LLP; February 2010 Fair Value Measures; Audio Presentation, Practice Management Institute, January 2008 EDUCATION M.B.A., Finance, University of San Francisco, 1996 B.S., Business Administration and Economics (Small Business Management), University of Karlstad, Sweden, 1995

20 Valuation Market Assessment Forecasting Decision Analysis Sam Renwick, Founding Principal Sam Renwick is the founding principal at RNA Advisors and leads the firm s life sciences and healthcare initiatives. Prior to founding RNA, he was a managing director in BPM s Consulting Group. He led BPM s Valuation Group and was the chair of BPM s Life Sciences Industry Group. Mr. Renwick specializes in providing valuation, forecasting and advisory services to technology, biopharmaceutical, medical device and equipment, diagnostic companies, and clinical research and manufacturing organizations, as well as other IP-centric technology companies. His experience includes buy-side and sell-side advisory engagements for licensing, financing and mergers and acquisitions, as well as for tax and financial reporting matters for large public companies to small venture-backed enterprises. Whether developing dynamic, patient flow models for late-clinical therapeutic assets, developing financial models to assist in decision analysis for a technology company or developing an opinion of value for a security for compliance purposes, he combines his breadth of industry knowledge with deep expertise in finance and financial models to create compelling communications regarding the value proposition of an asset, portfolio of assets or a company. Sam has worked with more than 500 life sciences and technology companies in his career. A few key engagements that he has led include: All modeling, forecasting and transaction support associated with Ophthotech s outlicense of its ex-us rights to Fovista to Novartis; Forecasting, modeling and research for Cedars Sinai in its out-licensing efforts for a diagnostic in the GI space; Model development in conjunction with Aduro Biotech s collaboration agreement with Novartis for the ex-us rights to a cancer immunotherapy platform; Forecasting, modeling and valuation for a technology spun out of the Sutter Health system; Valuation and modeling support to counsel for a large transaction in the cancer immunotherapy space; Development of forecasting and valuation models for an orthodontic practice roll-up; Development of forecasting and financial models for late stage therapeutic assets in the diabetes and retinal spaces; and Development of an operational and financing model for a big data analytics company with applications in the healthcare arena Over Mr. Renwick s career, he has worked with well over 500 life science and healthcare technology related companies. Mr. Renwick has an MBA in Finance from UCLA Anderson with Honors and the J. Fred Weston award for Academic Excellence in Finance, graduating at the top of his class in this field. He also has a B.A. with Honors in Economics & Business from Westmont College. He also is the co-author of the valuation section of the 409A Administration Handbook published by Thomson Reuters and has published a number of articles on valuation matters pertaining to life science companies Treat Boulevard, Suite 290 * Walnut Creek, CA (925)

21 HEMMING MORSE,LLP CERTIFIED PUBLIC ACCOUNTANTS, FORENSIC AND FINANCIAL CONSULTANTS CURRICULUM VITAE Carl S. Saba, MBA, CVA Executive Summary Carl Saba is a Partner in the Forensic and Financial Consulting Service Group at Hemming Morse, LLP. He is a recognized leader within the business valuation community, with over eighteen years of experience advising companies on complex valuation issues for litigation, mergers and acquisitions, tax, and financial reporting matters. His valuation expertise spans business valuation, valuation of intellectual property and other intangible assets, and valuation of options and other derivatives. Carl has led in excess of 500 valuation engagements over the last ten years across a broad range of industries with niche expertise in the areas of Technology, Life Sciences, and Medical Device. He has assisted clients as a valuation expert in high exposure situations in initial public offerings, acquisitions, corporate restructure transactions, and bankruptcy reorganizations with transaction values exceeding $1 billion. He has also assisted clients with resolving valuation disputes with the Internal Revenue Service (IRS), and addressing valuation inquiries and reviews by the Public Companies Oversight Board (PCAOB), and Securities and Exchange Commission (SEC). On litigation matters, Carl has served as an expert and testified on a wide range of complex business disputes involving economic damages. These have included shareholder dissolution actions, business interruption, unfair competition, patent infringement, alter ego, lost wages, and fraud claims. In most cases, he has been successful in contributing to a favorable award for clients and out of court settlement of the dispute. Carl also has significant financial advisory experience in mergers and acquisitions due diligence and turnaround management. He has lead due diligence efforts that have assisted his clients in negotiating key deal terms, negotiated with creditors to recapitalize companies, and helped management teams define strategic direction. Contributing to thought leadership within the valuation community is something Carl is passionate about. He cofounded and currently Chairs the Executive Committee of the Fair Value Forum, a business valuation expert group dedicated to defining best practices within the profession. He also served a term as President of the Valuation Roundtable of San Francisco, and continues several years as a board member. Carl has authored several articles on cutting edge valuation topics, and teaches and lectures on the topic frequently. Carl has an MBA from the Marshall School of Business at the University of Southern California where he graduated with Honors. He earned his Bachelor s degree at U.C. Berkeley s Haas School of Business. He is a Certified Valuation Analyst with the National Association of Certified Valuators and Analysts. page 1 of 6 San Mateo Office 155 Bovet Road Suite 600 San Mateo, CA Tel: Fax:

22 Garrett Schwartz, CEA, ASA ASA NorCal Chapter President Garrett Schwartz is a Certified Equipment Appraiser of the Association of Machinery and Equipment Appraisers and an Accredited Senior Appraiser of the American Society of Appraisers (ASA) with a designation in Machinery & Technical Specialties. He an active member of the ASA, currently serving as Chapter President and member of the Board of Directors of the ASA Northern California Chapter, and as a member of ASA s International Machinery & Technical Specialties Committee. Though based in Northern California, Garrett has performed appraisals for clients across the United States, Asia and Europe. His clients have included the United States Department of Justice, the Federal Deposit Insurance Corporation (FDIC), the United States military, local and regional banks, charitable organizations, business brokers, legal and accounting firms, private individuals, and business clients from sole-proprietorships to Fortune 100 corporations.

23 Peter Tan Peter Tan is a Director in PwC s valuation practice focusing on private equity and venture capital investments. He has been advising technology clients for over 10 years on valuation matters including valuations for ASC 718, ASC 805, ASC 350, ASC 718, and IRC 409A purposes. Peter has performed close to 500 valuations on business enterprises, intangibles assets, debt instruments, and derivatives. Prior to joining PwC, Peter was a Vice President in Houlihan Lokey's San Francisco office, where he focused on fairness opinions and valuations for the technology sector. Peter was the firm's sector specialist on software and Internet. In addition to leading marketing initiatives for the sector, Peter also serviced as the technical expert, reviewing fairness opinions and large tax and financial reporting valuations for software and Internet companies. Peter started his career in the energy sector for Sempra Energy. In energy risk management, Peter traded natural gas futures, options, & swaps, and helped to develop and implement strategies to manage an $800 million annual gas portfolio. Peter also developed and evaluated financial models for acquisition and greenfield projects for Sempra s corporate development group. Peter received his M.B.A from the Haas School of Business at UC Berkeley, and his B.A. in Business Economics from UCLA.

24 Daniel R. Van Vleet, ASA Daniel R. Van Vleet is a Managing Director in the Valuation & Financial Opinions practice at Stout Risius Ross, Inc. He holds an MBA in Finance from the Graduate School of Business at the University of Chicago and is an Accredited Senior Appraiser, certified in Business Valuation with the American Society of Appraisers. He is a contributing author to eight business valuation textbooks; author of over 30 published articles; and has lectured extensively on advanced subjects in the areas of business valuation, pass-through entity valuation, controversy, and corporate transactions. Mr. Van Vleet has testified over 25 times in a variety of Federal and State courtrooms concerning valuation issues related to shareholder disputes, bankruptcy, taxation, and corporate transactions. He is a past International President of the American Society of Appraisers (ASA) and a past President of the Business Valuation Association of Chicago. He is a member of the valuation editorial review board for Trusts & Estates magazine and has served as an adjunct professor of finance at the Graduate School of Business at DePaul University and the Continuing Education Program at Northwestern University. He is the ASA representative to the International Valuation Standards Council (IVSC) and is currently involved in an effort to develop a financial reporting valuation credential for the world s major valuation professional organizations.