CORPORATE FINANCE

“Intellectual Capital Equity represents the largest class of financial assets. At Ocean Tomo we
have an experienced appreciation for the contribution of intellectual capital to the growth of any
business. Our experience and network provides the firm and its clients with first-look
opportunities and priority positioning as a strategic partner in any merger or acquisition. Our
work is grounded in the firm’s broad perspective as an Intellectual Capital Merchant Banc.”

JAMES E. MALACKOWSKI
PRESIDENT & CEO
Ocean Tomo is an integrated intellectual capital merchant
banc providing:
ƒ Expert Services including Financial Testimony and
Surveys
ƒ Valuation opinions including Appraisals, Patent
Analytics and Patent Ratings
ƒ Asset Management services including Private Capital,
Public Equities and Patent Sale/License-Back
ƒ Risk Management
ƒ Corporate Finance including Merger and Acquisition
Advisory and Patent Auctions
Our goal is to assist our clients - corporations, law firms,
governments and institutional investors - in realizing
value from their Intellectual Capital Equity broadly
defined.
Whether faced with "bet-the-company" litigation or a
critical transaction, our professionals are world-class
innovators providing solutions to our clients' needs. Our
comprehensive range of products and services is unique
and built upon a focused attention to intangible assets.
Our offices are located in Chicago (headquarters), San
Francisco, Washington DC Metro, Greenwich, Orange
County and Palm Beach.

WORLD CLASS INNOVATORS

 INTELLECTUAL CAPITAL EQUITY

INTELLECTUAL CAPITAL EQUITY

Ocean Tomo’s fundamental belief is that intellectual property capital, defined as traditional intellectual property
assets—patents, trademarks, and copyrights—in combination with other intangible assets, has significant unrealized
value. Ocean Tomo refers to intangible intellectual assets by the term “Intellectual Capital Equity” to reflect this
belief. Intellectual Capital Equity represents the largest and most rapidly growing source of wealth globally.

In the United States intangible assets represent the largest component of public market value with traditional
intellectual property accounting for the vast majority of this asset class. Recent and anticipated changes in accounting
rules and securities reporting will further increase the recognition of these assets. In fact, value growth of Intellectual
Capital Equity is both visible and quantifiable by noting the intangible vs. tangible value shift of the S&P 500 over the
past 30 years.

At Ocean Tomo, we believe that intellectual property represents asset value that is often overlooked in traditional
transactions. Through the use of our unique platform of services, we identify the intrinsic buy or sell-side value of
intellectual property for the benefit of our clients. We at Ocean Tomo have substantial experience in both evaluating
new and existing technologies as well as advising clients seeking strategic, value-enhancing opportunities for their
intellectual property.

2
 Components of S&P 500® Market Value

100%
20.3%
31.6%
80%

67.6%
60% 83.2%

79.7%
40%
68.4%

20% 32.4%
16.8%

0%
1975 1985 1995 2005

Tangible Assets Intangible Assets

INTELLECUAL CAPITAL EQUITY

3
 INTELLECTUAL CAPITAL EQUITY

CORPORATE FINANCE GROUP

The Corporate Finance Group of Ocean Tomo offers traditional M&A Advisory Services as well as specialized M&A
Advisory Services for distressed situations. The Corporate Finance Group offers the solutions that meet our clients’
situations and needs. Our professionals leverage services offered by our other practice areas including the Valuations
Group to develop recommendations that best solve our clients’ issues. Financial advisory services relating to the sale or
other value realization of individual intellectual property assets are offered as well.

Corporate Finance

M&A Advisory
Valuation Group
Distressed
M&A Advisory

Solutions
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VALUE DRIVEN PROCESS
5
 INTELLECTUAL CAPITAL EQUITY

M&A ADVISORY SERVICES

In today’s volatile economy and the Sarbanes-Oxley compliance environment, accurate valuation and sophisticated
marketing should be demanded by officers, directors and shareholders—especially for intellectual property which by its
intangible nature can be difficult to value. Ocean Tomo professionals have unmatched experience in evaluating
intellectual property across a broad spectrum of industries for a variety of business strategies. We use this core expertise
as a platform to provide unique advisory services for mergers, acquisitions and asset sale transactions—both traditional
and distressed.
In distressed situations, specialized valuation and marketing of intellectual property assets can be crucial to both a
successful enterprise reorganization as well as to a generation of the highest potential return to creditors and shareholders.
Ocean Tomo’s goal for both traditional and distressed clients is:
“To identify for its clients relevant strategic and financial alternatives relative to their intellectual property assets, advise on
the most appropriate alternative, and employ a transactional process which utilizes Ocean Tomo’s proprietary expertise
and tools to create incremental value.”
Whether working at the corporate or at the asset level, Ocean Tomo unlocks intellectual property value and identifies
opportunities in the target’s intellectual property through sophisticated and proprietary analytical tools. Building on a
legacy of innovation, Ocean Tomo offers transaction execution and capital solutions that cannot be found elsewhere.
Ocean Tomo also provides standard investment banking services applicable to traditional and distressed M&A
transactions, including company and industry financial analysis, strategic and tactical advice, valuation, identification of
prospective buyers, evaluation of prospective targets, coordination of other expert services (e.g. legal and accounting) and
efficient execution.
Moreover, through the cross-border skills and experiences of its professionals, Ocean Tomo can provide unique value-
added services to both foreign purchasers of intellectual property assets and intellectual property-centric businesses.

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CREATING SYNERGIES
7
 INTELLECTUAL CAPITAL EQUITY

TRADITIONAL M&A ADVISORY SERVICES

In the course of a transaction, Ocean Tomo helps realize asset value through our industry-leading understanding of the
strategic importance of intellectual property portfolios. By identifying companies with overlapping intellectual property,
Ocean Tomo discovers potential strategic partnerships, licensees and/or buyers who will pay premium values for strategic
intellectual property portfolios.
Process
ƒ Conduct IP landscape analysis
ƒ Prepare marketing materials
ƒ Identify and screen (qualification) of strategic and/or financial acquirers/targets
ƒ Conduct in-depth analysis of IP portfolio and potential IP related issues
ƒ Coordinate with legal counsel on transaction structure
Ocean Tomo’s due diligence review involves a survey of the client’s overall industry position and business plan and may
also include the following:
ƒ IP Valuations – A statistical value assessment of the IP or patent portfolio on a stand-alone basis;
ƒ Patent Analysis - A review of the strengths and weaknesses of portfolio patents with regard to vital patent
characteristics such as forward and backward citations, patent ages and patent claims;
ƒ Competitive IP Assessments - A review of the IP portfolios of key competitors and customers;
ƒ Industry Licensing and Litigation - An assessment of the litigation and licensing industry environment;
ƒ Inventor Analysis – An assessment of the key inventors and patent attorneys behind IP technologies both at
portfolio companies and at competitors.

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NAVIGATING M&A CHALLENGES
9
 INTELLECTUAL CAPITAL EQUITY

TRADITIONAL M&A ADVISORY SERVICES

Ocean Tomo’s Corporate Finance Group assesses not only the current positioning of our client’s intellectual property, but
also the forward-looking potential for strategic opportunities such as:

ƒ Sale Alternatives - Assess whether there is an ability to sell discrete intellectual property assets in an efficient
market clearing manner;
ƒ Licensing Alternatives to Sale - Assess whether there is an ability to license discrete intellectual property assets
outside of core markets in a non-assertive manner in an effort to generate additional high margin licensing
revenue;
ƒ Other Financing Options - Assess whether a company's IP portfolio provides any non-traditional financing
alternatives, including securitization of royalty streams;
ƒ Strategic Asset Acquisitions - Assess whether the company has the option to acquire intellectual property assets
that strategically complement or enhance its competitive position. For instance, a company could purchase or
license patents from inventors or universities that are not currently commercializing those patents;
ƒ Software License and Platform Monetization – Assess whether internal software platforms and applications
developed by a company can be utilized to realize value. Also assess whether third-party software licenses no
longer required by a company can be monetized.

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REALIZING THE VALUE
11
 INTELLECTUAL CAPITAL EQUITY

DISTRESSED M&A ADVISORY SERVICES

Ocean Tomo’s Distressed M&A Advisory Services leverage its M&A Advisory expertise to focus on intangible asset
valuation and disposition for distressed and bankrupt companies. Ocean Tomo's M&A professionals specializing in
distressed situations have significant advisory experience in a wide variety of industries. Such experience includes
structuring, negotiating and consummating distressed transactions on behalf of the company, creditors, shareholders and
other parties.

Our Distressed M&A Advisory Service professionals support clients by combining the following services with the
services to be provided in traditional M&A Advisory Services:

ƒ Consummating Section 363 transactions;

ƒ Consummating other distressed transactions;
ƒ Acting as liquidation consultants (e.g. providing expertise and financial modeling);
ƒ Assisting in financing/refinancing of recapitalization;
ƒ Representing acquirers of distressed companies;
ƒ Conducting negotiations with potential acquirers;
ƒ Assisting in offer valuation;
ƒ Assisting in execution of sale process.

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PROVIDING A HELPING HAND
13
 INTELLECTUAL CAPITAL EQUITY

SYNERGIES ACROSS PRACTICES

Other Ocean Tomo Practices are always prepared to work with the Corporate Finance Group to realize synergies and
bring maximum value to our clients.

BRAND-RELATED INTELLECTUAL PROPERTY

Brands are increasingly important in the global economy as consumers seek trusted points of reference. Through an
affiliate, Ocean Tomo identifies, acquires and licenses brand-related intellectual property, and has established affiliations
with specialty firms that acquire trademarks and other brand-related properties, lending a unique position to assess and
realize value from a client’s brand-related assets. Ocean Tomo monitors the marketplace over extended economic cycles
to identify and potentially acquire underutilized and abandoned brands on behalf of clients or affiliated accounts. Such
established assets represent a pure form of Intellectual Capital Equity and may be used to accelerate market entry and
penetration.

MEZZANINE DEBT FINANCING AND PRIVATE EQUITY GROWTH CAPITAL

The Ocean Tomo Capital Fund is the first and only Fund dedicated to investing mezzanine debt and private equity
growth capital in companies with a strong intellectual property portfolio, solid revenues and cash flows, experienced
management and high growth potential. For this purpose Ocean Tomo has secured $200 million in limited partnership
commitments for the Ocean Tomo Capital Fund. The Ocean Tomo Capital Fund targets companies and financial
sponsors looking to finance business expansion, acquisitions, buyouts and recapitalizations as well as supplement or
replace existing senior debt and private equity investments.

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MEASURE THE WORTH
15
 INTELLECTUAL CAPITAL EQUITY

REPRESENTATIVE RECENT TRANSACTIONS

Company Description of Transaction

Ocean Tomo represented Commerce One, a bankrupt software and web services company, in a 363
sale process of Web Services patents and software businesses and, utilizing a structured license
agreement, generated $15.5mm in incremental value from the patent portfolio increasing the overall
value of the transaction to $19.6M.
Ocean Tomo represented bankrupt companies Breuners Home Furnishings, Huffman Koos,
Wayside and Goods Furniture to inventory and conduct an orderly liquidation of intangible assets,
including trademarks and service marks, trade secrets, proprietary software systems, third party
software license and digital content.

Ocean Tomo represented Limited Brands, Inc., in the sale of the Structure® trademark to Sears
Roebuck and Co. for use as an exclusive, in-house clothing brand.

Ocean Tomo represented Genex Technologies, Inc., in the sale of its three-dimensional, imaging
technology to Markland Technologies, Inc., a German strategic buyer who recognized the value
inherent in the seller’s intellectual property.

Ocean Tomo represented this company in a confidential sale of three issued/pending patents
covering ISP-to-ISP data migration, its only saleable assets, to an acquirer with a complementary
intellectual property portfolio.

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PROVEN SUCCESS 17
 INTELLECTUAL CAPITAL EQUITY

WHY SELECT OCEAN TOMO?

Ocean Tomo offers distinct and unparalleled advantages:

ƒ We have unique, intellectual property M&A experience to facilitate and execute efficient, market clearing
transactions for our clients
ƒ We have significant knowledge within the legal and procedural frameworks related to bankruptcy and distressed
transactions for both assets and businesses
ƒ We focus on Intellectual Capital Equity – this dedication brings unique, invaluable insights and experiences to
the Corporate Finance Group
ƒ We are entrepreneurial in our thoughts and our responsiveness to clients
ƒ With practitioners in various practice areas, Ocean Tomo has the expertise to address each of our client’s needs,
whether that includes IP in transaction, M&A, risk management or litigation
ƒ We are not only advisors, but in the right circumstances, we may also put our own money behind a transaction

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THE WINNING MOVE
19
 INTELLECTUAL CAPITAL EQUITY

OCEAN TOMO PROFESSIONALS

FREDERIC D. FLOBERG PH (312) 377-4833 EMAIL: FFLOBERG@OCEANTOMO.COM

Frederic D. Floberg is a Managing Director at Ocean Tomo's Chicago office, with senior responsibility for the firm's Corporate Finance group. As one of
the senior members of the firm he is primarily responsible for the origination and execution of M&A transactions and other financial advisory assignments
for Ocean Tomo's existing clients and for other companies. Mr. Floberg has more than twenty years experience in investment banking in general and in
mergers and acquisitions in particular. He has represented a broad range of clients and has diverse transaction experience including cross-border and
domestic transactions, small to mid-capitalization enterprises and public and private companies.
Prior to coming to Ocean Tomo, he was a Managing Director of Heller Financial, Inc. a GE Capital Company, and the co-head of the M&A department.
His previous position had been Senior Managing Director of ABN AMRO Incorporated. At ABN AMRO he was head of the M&A department which
completed more than 100 M&A transactions representing over $10 billion in value in a four-year period. Prior to ABN AMRO, Mr. Floberg had been a
Managing Director at The Chicago Dearborn Company, First Chicago Corporation and Smith Barney. Prior to his investment banking career, he had been
a partner in a large Chicago law firm specializing in complex litigation and corporate law. He served as a line officer in the U.S. Navy. Mr. Floberg holds an
M.B.A. from the University of Chicago Graduate School of Business, a J.D. from Northwestern University School of Law and a B.A. from Dartmouth
College.

NATHAN D. CANN PH (312) 327-4414 EMAIL: NCANN@OCEANTOMO.COM

Nathan D. Cann is a Director in the firm’s Corporate Finance Group, in the Chicago headquarters. Mr. Cann began his professional career with KPMG
Peat Marwick as an auditor before being asked to join the corporate services division of Deloitte & Touche where he specialized in mergers and
acquisitions, corporate recovery and restructurings.
Mr. Cann also founded a consulting practice assisting underperforming companies become market leaders and then assisting them with restructuring to
capitalize on the improved management techniques that had been implemented. Clients were in the transport, waste management, high technology and
wine-making industries. One of these clients diversified into investment banking and Mr. Cann was instrumental in conducting prospect identification,
purchase evaluation, assisting in financing, changes in business practices of successful purchases and the divestiture of companies from the portfolio.
In 1998, Mr. Cann joined Development Specialists, Inc., one of the world’s leading turnaround firms. At DSI, Mr. Cann worked in bankruptcy,
restructuring and interim management positions with clients that included Mercury Finance, Commercial Financial Services, AgriBioTech, Wallace’s
Bookstores, Gingiss Formalwear (including Gary’s Tuxedos) and AmeriKing. In addition to being a member of the American Bankruptcy Institute and
the Turnaround Management Association, Mr. Cann is currently completing the requirements to become a Certified Public Accountant in the State of
Illinois. He has an undergraduate degree in business with a major in public accounting and a Master of Business from the University of Notre Dame
Australia.

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DEDICATED INSIGHT
21
 “We are uniquely positioned, through our experienced professionals and our proprietary
resources to assist in realizing value in M&A transactions with significant Intellectual
Property assets.”

FREDERIC D. FLOBERG
MANAGING DIRECTOR

WWW.OCEANTOMO.COM

CHICAGO DC METRO GREENWICH ORANGE COUNTY PALM BEACH SAN FRANCISCO

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