1  

Firm Overview. Introduction to Momentum.

Enterprise Class Advice. Aligned With The Entrepreneur.

Momentum Partners, LLC • Advise. Network. Invest.

2  

You never change things by fighting the existing reality. To change something, build a new model that makes the old model obsolete. -­‐  R.  Buckminster  Fuller  

3  

Our Principals. Our Principles. Enterprise Class Advisors. Aligned with Entrepreneurs.

Eric McAlpine Managing Partner

Founder���Senior Advisor Engineer

Michael Tedesco Executive Chairman

Founder���Senior Advisor Direct Investor & Board Member

Keith Skirbe Principal

Strategic Advisor Mergers & Acquisitions Deep Software Deals Expertise

Dino Boukouris Principal

Start-Up Advisor Strategic Advisor Venture Capital & Private Equity

60+ Years Experience | 150+ deals | $150+ Billion

Objectivity

Action

Empathy

Tenacity

Innovation

Loyalty (Long Term)

Fun (Sense of Humor)

4  

Why Momentum Partners? A Next-Generation Advisory, Networking, and Investment Firm.

Helping entrepreneurs build mo•men•tum throughout the life of their company – from the paper napkin to the exit.

We are a bespoke, next-generation advisory + networking + investment firm designed to serve

and evolve with the entrepreneur’s company, throughout its entire life cycle.

Force or speed of movement; driving power or strength.

mo • men • tum (noun)

Physics; the product of mass and velocity.

m x v = p

5  

Our network ecosystem will drive successful investments for our investors and successful outcomes for our clients.

STRATEGIC ADVISORY OUR NETWORK WELLSPRING GROWTH PARTNERS

Capital Formation

Ecosystem & Business Development

Talent Acquisition

Board / Investor Relations

Strategy & Corp. Development

Mergers & Acquisitions

Enterprise Executives

Investors

Board Members

Thought Leaders

Incubators

Next-Gen Entrepreneurs

Proprietary & Affiliated Capital

Typically Earlier Stage

Syndicate Investments Via Network

Heavy Focus On The Entrepreneur

Balance of Growth + Cashflow

M. V. P. Our Business Model Advise. Network. Invest.

6  

‘Highly’ Strategic Advisory Services A Unique, Next-Generation Advisory Boutique for Discerning Clients Seeking Better Outcomes.

Mergers & Acquisitions

§  Sell-side §  Buy-side §  Divestitures §  Joint Ventures §  Dual Process (+ Cap Raise)

IPO Preparation

Partnerships & Business Development

Corporate Strategy & Development

Talent Acquisition

Private Capital Formation

Board Advisory & Investor Relations

Valuations & Fairness���Opinions

Bespoke Principled

Deep Domain���Expertise Networked

3 - 4 Deals (max) At Any Time

7  

STARTUP Seed to Series A ADVICE

Business Optimization

Fundraising Preparation & Support

Capital Formation

Business Development

Talent Acquisition

Strategy & Corp. Development

M&A

IPO Preparation

PRIMARY FOCUS SECONDARY FOCUS

STAGE

EXPANSION Series A to Series B

LATE Series B to Series C+

MATURE Series C+ to Public

Strategic Advisory Services By Stage Offering A Full Spectrum of Strategic & Tactical Advisory Services At All Stages.

8  

Experienced Advisors At All Stages Acta Non Verba (Actions Not Words).

Westward \\ Leaning

VENTURE / FOUNDER MID-MARKET ENTERPRISE INVESTORS

9  

In Summary… …The Right Combination of Breadth, Depth, and Ability to Navigate Any Strategic Situation.

Experience Matters…We Have Deep, Diversified Experience o  Team has executed 150+ transactions totaling over $150 billion in value – from plain vanilla to highly structured /

platform shifting transactions; both larger (mega deals) to smaller, albeit highly strategic transactions

o  Not just “deal guys” – strategic thinkers with long history advising clients on key corporate and strategic initiatives

Access Matters…We Have a Broad & Highly Engaged Network o  We leverage our highly engaged network ecosystem to provide further reach and insights and to drive successful

outcomes, not just for a particular transaction but for our clients over the long-term

Flexibility Matters…We Offer a Comprehensive & Flexible Suite of Advisory Services To Fit Our Clients’ Needs o  We offer a full suite of advisory services including capital formation, business development, corporate development and

mergers & acquisitions – we are truly “of strategic counsel” in whatever capacity will add the most value

o  We “roll-up our sleeves” and “dig-in” to truly understand our clients’ business and their goals, to tailor the right solution and maximize their desired outcome

o  We are flexible in terms of our engagement model and will be completely sensitive to our client’s need, not ours – from a simple Fairness Opinion to “tactical” process management and transaction support to full “strategic advisory”

10  

Leadership Biographies

11  

Founder, Wellspring Growth Partners���

Executive Chairman, Momentum Partners���Strategic and Capital Markets Advisor to CEOs,

Founders and Boards

Leadership Biographies Michael J. Tedesco

Michael Tedesco is one of the top technology dealmakers of his generation, with over 20 years experience advising CEOs and boards of companies both large and small at all stages of their lifecycle. Based in Silicon Valley since 2001, he has advised on 100+ completed M&A transactions with aggregate value in excess of $125 billion. Before founding Wellspring and Momentum Partners, Michael was the Head of US M&A and Global Technology M&A at Jefferies. He

held a similar role at Citi Global Markets until 2010 in addition to serving as co-head of Americas Technology Banking. Michael has unique experience in special situations advisory assignments, with complex Founder / Board / Investor dynamics. Such advisory roles were recognized five times for the IDD Technology Deal of the Year.������

Michael is an active direct investor in and advisor to disruptive companies across the technology and consumer products spectrum. He serves on a number of Boards of Directors and advises Founders/CEOs including:���

IPass, the world’s largest Wifi Network (Nasdaq “IPAS”): Strategy Committee Chair and member Audit Committee

GeoScale, a cutting edge software vendor for oilfield discovery (Member, Board of Directors)

Brightfunds, a cloud-based platform for impact-focused workplace giving

WriteLab, machine-based learning software to enable better writing

EnerAllies, IoT Virtual energy management and multi-site optimization cloud software ���

Michael earned a Harvard MBA with High Distinction (Baker Scholar and the John Loeb Finance Fellow) and a BSci Industrial Engineering from Montana State University.���

Michael lives with his family in Menlo Park and enjoys riding his motorcycle, collecting and drinking wine, and fly fishing. Michael once made a final table in the World Series of Poker, finishing 5th in the Pot Limit Hold’em World Championship.

12  

Founder & Managing Partner, ���

Momentum Partners���Senior Advisor // Founder // Engineer

Leadership Biographies J. Eric McAlpine

Eric McAlpine is highly passionate about technology and innovation having spent over 17 years in the technology sector as a strategic advisor, investor, entrepreneur, engineer, and evangelist. Prior to founding Momentum Partners, Eric was a Managing Director with Blackstone and co-founded Blackstone’s Silicon Valley advisory office leading their Digital Media & Internet advisory practice globally.���

Eric advises a global client base of leading public and emerging private Digital Media & Internet companies and also works extensively with companies in the Security, Software, Consumer Tech, and Mobility sectors. Eric has prolific domestic and cross-border experience to include Mergers & Acquisitions and all forms of Private and Public Equity &

Debt raising. In 2010, Eric was recognized by Steve Schwarzman with the CEO Star Award and featured along with his deal work in Blackstone’s 25th anniversary Annual Report for extraordinary contributions to the firm.���

Prior to Blackstone, Eric was a Vice President with Citi leading their sector coverage of Digital Media & Internet. Before his career on Wall Street, Eric served his country as a Captain in the Air Force where he was honored as the ‘Junior Military Engineer of the Year’ in 2000 for his contributions to the Joint Strike Fighter.������

Eric earned an MBA with Distinction from Northwestern where he was a 2-year Fetzer Scholarship recipient. He also earned a BS Civil Engineering from Purdue University on full-tuition Air Force ROTC Scholarship and an MS

Engineering Management from the University of Dayton where he was a Dayton Area Graduate Studies Institute Scholar.���

Eric lives in San Francisco with his wife Cora, daughter Coralie, and their dog Ginger. When he’s not advising

entrepreneurs, CEOs, or the Boards, Eric enjoys golf, all things food and wine, spending time with his family, and is an avid world traveller.

13  

Principal, Momentum Partners���Strategic Advisor // Mergers & Acquisitions //

Deep Software M&A Expertise

Keith Skirbe is a seasoned mergers and acquisitions, strategy and operations professional with over 14 years experience in investment banking and 3 years experience as entrepreneur and Chief Operating Officer. Keith is highly passionate about technology, having spent over 10 years in the technology sector as a strategic advisor.

Keith has extensive domain expertise in Security and Enterprise Software sectors, having advised a global client base of leading public and emerging private companies. In addition, Keith has worked with technology companies in the

Internet, Digital Media, Financial, Consumer, Mobile, Semiconductor and Electronics sectors. Keith has significant cross-border and domestic Mergers & Acquisitions and Corporate Finance Experience, including Private and Public Equity and Debt raising.

Prior to Momentum Partners, Keith was a founding member of Bridge Street Advisors, a boutique M&A and strategic advisory firm focused on the Software sector. At Bridge Street, Keith advised private and public companies on corporate

development and M&A initiatives, including corporate / M&A strategy development, M&A transaction execution and pre/post merger integration. Prior to Bridge Street, Keith held investment banking positions at Bear Stearns, FT Partners and SG Cowen. Keith started his career on Wall Street at NationsBank/Bank of America in the Asset-Backed Securitizations and Global Debt Private Placement Groups.

Keith was an entrepreneur and served as Chief Operating Officer of Orbis Payment Services, a merchant services startup.

At Orbis, Keith led the company through a significant restructuring and led new bus dev efforts.

Keith earned a BS Finance from Rutgers University. Keith lives in Marin County with his wife Bitsy and twin daughters Harper and Lola. Keith enjoys food and wine (Old & New World Pinot Noir), golf, film and the outdoors. Keith is a fly fishing enthusiast and enjoys chasing the elusive Steelhead and fishing waters in the Pacific Northwest.

Leadership Biographies Keith M. Skirbe

14  

Principal & Founding Member,

Momentum Partners���Strategic Advisor // Start-up Advisor //���

Venture Capital & Private Equity

Dino Boukouris is an investment professional with over 11 years of industry experience in finance, strategy, operations, entrepreneurship, venture capital and engineering. Dino has spent much of his career working with and advising venture-backed and bootstrapped start-ups. Dino has also served as a Session Manager and Advisor to a number of Bay Area accelerators such as the Intel Technology to Market Accelerator, National Science Foundation Innovation

Corps, and Lean Launchpad.���

Dino started his career with GKN, a multinational aerospace and automotive company, where he worked on various assignments including preparing business cases for the acquisition of and joint ventures with key suppliers. He then

joined Cameron Health (biotechnology start-up - acquired by Boston Scientific) and has been working with start-ups ever since.���

Additionally, Dino is a GS Instructor & Mentor at the University of California, Berkeley – Haas School of Business for the MBA, EWMBA and Executive MBA program for a number of courses: Venture Capital and Private Equity, Business Model Innovation and Entrepreneurial Strategy, and Managerial Economics.

In his "spare" time, Dino received his MBA (with Honors) from UC Berkeley, where he was President of his MBA

program, a Haas Venture Fellow, and a Turner Fellow. Dino also graduated Summa Cum Laude with a B.S.E. and M.S.E. from the University of Michigan – College of Engineering.���

Dino lives in San Francisco, and when he is not busy working on or advising entrepreneurial ventures, he spends much

of his time either in the kitchen or traveling the globe with his better half

Leadership Biographies Dino Boukouris

15  

Advise. Network. Invest.

Momentum Partners, LLC���340 Brannan Street | Suite 501���

San Francisco, California 94107 Eric McAlpine���

Managing Partner���

E: eric@momentum.partners

Michael Tedesco

Executive Chairman���

E: michael@wellspring.partners