Keiretsu Forum Guest Guide & Orientation Handout

K E I R E T S U F O R U M M ID- A TLANTIC & S OUTH - E AST R EGIONS

Great Association with Quality Deal FlowTM”

KEIRETSU FORUM GUEST GUIDE & ORIENTATION HANDOUT

ABOUT KEIRETSU FORUM VISITOR EXPECTATIONS & GUIDELINES THE KEIRETSU FORUM PROCESS CONTACT INFORMATION

Keiretsu Forum Guest Guide Keiretsu Forum was founded in 2000 by Randy Williams to help investors make better decisions Basic Meeting Etiquette through “mind share” while providing We value everyone’s participation and the entrepreneurs with value-added resources and speaker’s time, so we encourage staying for the access to capital. Keiretsu Forum (K4) Members entire meeting. We also encourage “mind share” are successful senior executives, business leaders, – discussions congruent with the facilitated topics and serial entrepreneurs, all with outstanding for mutual edification. To support our meeting score cards. The hallmark of Keiretsu Forum is its objectives, please silence your communication diverse membership and quality deal flow, as well devices. as its extensive charitable activities. Keiretsu Forum is the fastest growing, largest, and most Business Cards active angel community in the world. We strive to We are a community of investors and ensure that the experiences of our members and entrepreneurs with common passions, not a guests at Forum meetings are appropriate and conventional networking group. We welcome positive. information exchange in an atmosphere of discovery that builds community. However, Guest Policy please exercise discretion with business card Guests are welcome to attend Keiretsu Forum distribution by waiting until you are asked. meetings. Guests must be invited by a K4 Member or Keiretsu Forum team member. A Special Speakers guest is either a future presenter, and/or an Keiretsu Forum provides additional value to active private equity investor (a potential members and guests by inviting prominent member). Guests may attend two meetings members of the investing, corporate, and local before applying for membership or submitting community to speak at events. Our guest speakers their company for consideration to present. are often on a tight schedule, so we strive to be considerate of their schedule. Meeting Composition Forum Introductions The overall Keiretsu Forum membership profile During the Forum, we facilitate brief introductions consists of 80% SEC accredited individual private- between presentations in which all attendees are equity investors, 10% venture capitalists (who are afforded an opportunity to participate. We accredited individual investors), 5% service suggest that you be prepared to deliver a brief 30 members (who are, first and foremost, active second vignette addressing the personal and accredited investors), and 5% sponsor companies. business passions which motivate you. Non-Solicitation Guidelines Thank you for attending today! To insure a positive experience for all, guests must not solicit presenting candidates and/or K4 members. Guests who violate this policy will be asked to leave the meeting.

About Keiretsu Forum

“Great Association with Quality Deal Flow” Keiretsu Forum is the world’s largest private equity angel investor network with 2,000+ accredited investor members throughout 32 North American Chapters and 1000+ members in 20 international chapters in Europe, Asia, and Australia. Since the launch of Keiretsu Forum in 2000, our members have invested $1 billion in 900+ companies in technology, consumer products, healthcare/life sciences, real estate, clean/green energy and other “...no other segments with high growth potential. angel group in “Great Association with Quality Deal FlowTM” North America Our Members: Keiretsu Forum membership is comprised of serious investors, business is in the same leaders, venture capitalists, corporate/institutional investors, and serial entrepreneurs. Membership is by invitation only. Keiretsu Forum is not a fund but our process allows us to league as function like one. Our members collaborate extensively on due diligence, but make Keiretsu.” individual investment decisions. Our Network of Fifty-two Chapters: Keiretsu Forum has 32 North American chapters in the Mid-Atlantic Region; (New York, Philadelphia, Washington D.C., & Pittsburgh), the South- East Region; (Atlanta & Palm Beach with Charlotte and Raleigh pending), Northern California “The more (5 chapters), Southern California (4 chapters), the Pacific Northwest (8 chapters), Mid-West chapters you (3), Rockies (1), Central Canada (Toronto) (4 chapters) and Boston. Keiretsu Forum also has 20 international chapters in London, Paris, Barcelona, Madrid, Andalucía, Donostia/San present to the Sebastian, Bangalore, Chennai, Jakarta, Prague, Istanbul, Tel Aviv, Beijing, Shanghai, more exposure Singapore, S. Korea, and others. More information about individual chapters can be found online at www.KeiretsuForum.com. there will be Our network of chapters enables: about your • Support of our portfolio companies and equity and resources for entrepreneurs in company, the different geographic capital markets more due • Building additional quality deal flow for our members in different geographical locations diligence team • Collaborative business and social relationships between members and companies members you’ll Our Charitable Endeavors: The Keiretsu Forum Charitable Foundation is a non-profit pick up and counterpart, which elevates awareness of giving and supports the causes with which its members are actively involved. Forum members have donated over $2 million to over 100 the faster your nonprofit organizations. deal will Our Deal Flow: Our quality and diverse deal flow comes from our community of members, close.” VCs, sponsors, previous presenters, incubators, and universities. Keiretsu Forum members provide early-stage capital in the range of $250K to $3 million, typically in a Series A or B

round. Since its inception in 2011, Keiretsu Forum Mid-Atlantic/South-East members have invested over $32 million in more than 100 companies who have presented through the forums. Keiretsu Forum Regional Contacts: Howard Lubert, Area President [email protected] Rob Neville, CEO Chuck Carter, VP Entrepreneur Svcs. [email protected] Steve Kozachyn, Due Diligence Director [email protected]

Keiretsu Forum Mid-Atlantic & South-East Invest $8+ Million in 2019 The Leading Angel Investment Group Funded 53 Companies

Keiretsu Forum Mid-Atlantic (K4-MA), and Keiretsu Forum South-East (K4-SE) the East Coast Regions of the world’s largest angel investment network, recently announced that, with just 71% of its members reporting (so far), its K4-MA/K4-SE angel investor members injected $8+ million into 53 separate deals during 2019. This contributed to making 2019 the largest investment year in Keiretsu Forum Mid-Atlantic history and represented funding traction into 53 (82%) of the year’s 64 presenting companies. The Region invested $7.8m in 37 of the 42 companies it saw in 2016 and has now invested more than $57m in the last 9 years of operations.

The volume of investments in 2019 continues the positive picture for angel investing across the United States, which is particularly interesting considering that certain leaders in the tech industry have predicted that there are more than a few signs for concern just over the horizon. Keiretsu Forum Global reported total investments of $82,177,836 in 2018 with 80% of this originating here in the 32 North American Chapters.

Out of the 53 different companies that Keiretsu Forum Mid-Atlantic/South-East invested in during 2019, 36 of them were located on the East Coast. Seventeen of the investment deals were made in a syndication effort with other Keiretsu Forum Regions and outside angel groups that have signed our syndication treaties .

When you break things down by industry, the findings are even more interesting.

This undeniably positive news comes in stark contrast to predictions that have recently been offered by other venture capitalists throughout the region, particularly with regards to the technology sector. Industry professionals continue to suggest that there is an adjustment coming to the private equity marketplace, we just are not seeing it in the angel investment space to date.

Given all the positive developments with Keiretsu Forum Mid-Atlantic/South-East during 2019, it's difficult not to get excited about the way that funds are developing across 2020 and beyond. With the potential growth of 1 or 2 new chapters in the both the Mid-Atlantic and South-East Regions this year the prospects of continued growth in portfolio company investments looks very promising. Howard Lubert, the Area President of both Keiretsu Forum East Coast Regions said, “Our DealFlow for Q1 2020 is as strong as ever and the competition to earn a coveted slot in the Forum Meeting rotation is fantastic.” We are already booking qualified companies into Q2 meetings and believe that we will again move the bar up as our members invest in the new presenting companies.”

THE KEIRETSU FORUM DEALFLOW PROCESS

“NOTHING HAPPENS UNTIL WE RECEIVE AN APPLICATION AT HTTPS://K4-DEALROOM.COM”

STEP 1: Entrepreneur submits company application on the DealRoom site and selects the Chapters/Regions that he would like to be reviewed in. Companies can be processed in multiple Regions or Chapters independently and the process in one region has no effect on the process in others. Generally speaking, the “Home Region or Chapter” is usually the one to take the lead unless they are backed up and request that another Region take the lead.

STEP 2: Once an entrepreneur submits their application the appropriate Chapter/Region administrators are notified (automatic by the system). The K4-MA/SE DealFlow team meets every Monday morning to review all new submitted applications. Approximately 10% of all applications are rejected for obvious reasons, i.e. very incomplete, too early, etc. About 25% receive an email telling them that their application needs work, to please update and let us know when they have done so. About 40% of the applications are pre-screened by our primary team and approved or sent back for additional work or clarification. 25% of the applications are passed on to our expert committees (Life sciences, Consumer, Clean/Green, Real Estate, etc.). We also screen for SEC 506(c) – General Solicitation and reject companies that have decided that they will open their offerings this way.

STEP 3: Once we have approved the applications they are re-screened for invitations to our monthly Screening Meeting, typically held on the 1st Wednesday of every month (Holidays excepted) in Philadelphia. Our goal in this process is to make sure that we have the strongest applications across all Silos so that we constantly screen companies from all disciplines.

STEP 4: Screening Meetings run from 8:00 a.m. to Noon and a maximum of 10 companies are invited to screen. If a Company is located greater than 3-4 hours commute from Philadelphia we offer remote screening services with a mandatory dry-run with our tech team to try and guarantee a smooth presentation. We typically have between 20-30 members, sponsors, and DD Fellows attend each screening meeting and there is a precise process to the meeting. Members from our New York, DC, Pittsburgh, and Miami Chapters may participate in the Screening Meetings remotely. Attendees complete the following form for each of the presenting companies:

After the last presentation the entrepreneurs are excused and we go around the room gathering scores. We ask for additional comments on the companies, etc. On Friday morning email notifications go out to the presenters with one of three options: 1. YES - Our Screening Team loved your presentation and you will be receiving an invitation to present at our Forum Meetings (4-day road show in K4-MA, 2-days in K4-SE) in the near future. 2. DELAY - Our Screening Team had some concerns about your presentation but we believe that there is something there that we can help with. We will be in touch to follow-up soon. 3. NO – Thank you for presenting to our Screening Team. We do not believe that your investment opportunity is right for our members. We wish you the best of luck in your business endeavors. STEP 5: Forum Invitations that are accepted by entrepreneurs are invoiced (There is never a charge to apply, screen, or work with us to come out of the Delay status) an administrative fee to help defray the costs of running the meetings and the Chapters. Companies are then contacted by our professional coaching team and appointments are setup for coaching and guidance. Our coaches are also accredited investors and sponsors in the Mid-Atlantic Region and understand what it takes to get the attention of our members. Until the coaching team says they are ready, no one advances.

STEP 6: Forum meetings in K4-MA start on a Tuesday in New York, move to Philadelphia on Wednesday, DC on Thursday, and Pittsburgh on Friday, a 4-day road show during which the presenters will meet and present to 100+ accredited investors. Forum Meetings are generally centered around the 3rd Wednesday of the month, holiday months excepted. In the South-East Region Forums commence in Miami on Tuesday, typically the 2nd Tuesday of the month. During the meetings attendees complete our Gold Sheet indicating their potential investment interest and their willingness to participate in Due Diligence. We provide both hard-copy and online versions of the Gold Sheet and ask that all members who are comfortable with online systems please bring notebooks, tablets, smartphones, etc. to the Forum Meetings so that they can complete the form electronically. This helps us produce the final Gold Sheet Reports much faster and more accurately than when we transpose the data from the hard copy forms.

Our goal is to compile the Gold Sheet data and get copies to the presenters no later than the Friday a week after the last Forum meeting. The K4-MA/SE Management team also reviews the data and begins working to assemble due diligence teams for the companies that were best received by our members. There is only one Rule that dictates starting a DD Project, there must be a member who has been through the DD Training willing to lead the DD Team. DD Team Leads are almost always members who indicated a high potential investment interest in the deal as well. In K4-MA/SE a recent update to Founding Member status requires our members to complete the DD Training, either live or online, and lead or co-lead one DD Project per year and participate as a member on at least one additional DD Team. STEP 7: Once the DD Team has been formulated and is up and running the goal is to complete the DD Project in 6-8 weeks. For new DD Team leaders we assign a Deal Team Director from the K4-MA/SE management group to work with him/her and the team to assist in keeping the effort moving. That said there are TWO reasons to enter into due diligence, 1. To determine why we should invest in this opportunity, and 2. To determine why we should pass on this opportunity.

STEP 8: As part of the DD effort we negotiate the Term Sheet with the entrepreneur. Due to our size and reach we can almost always lead these deals and control much of the Term Sheet. We pride ourselves on having one of the most aggressive but fair Term Sheets in the game, offering our members and guest investors a significant ROI with lots of downside protections.

THE LONG TAIL TO ROI

Membership Benefits “Great Association with Quality Deal Flow”

Mid-Atlantic Region Philadelphia Membership in Keiretsu Forum is by invitation only and is extended to individuals DC Metro who share our vision and will actively contribute to our community. Pittsburgh New York Howard Lubert, Area President Keiretsu Forum Member Profile

Charles “Chuck” Carter, A Keiretsu Forum member is: VP Entrepreneur Svcs. • An active private equity investor. • A trusted, honest, and respected member of our business community. Steve Kozachyn • Due Diligence Director A contributor of time, wisdom and experience to our portfolio companies. • Someone who enjoys building relationships with other members.

Keiretsu Forum Member Benefits

• Disciplined and structured approach to private equity investing. • Invaluable mindshare, expertise, and collaborative business relationships South-East Region with other members. Atlanta Palm Beach • Unique opportunity to screen high quality, diverse investment opportunities Raleigh (Pending) at the monthly deal screenings and Keiretsu Forum meetings. Charlotte (Pending) • Access to a broad network of successful entrepreneurs. Howard Lubert, Area President • Education on private equity investing through the Keiretsu Forum Academy. Barry Etra, • Guest speakers at the Forum meetings – industry leaders that address Atlanta Chapter President current market and industry specific topics.

Tom Ross, • Wide range of social activities that strengthen and build trusted relationships. Palm Beach Chapter President • Speakers Bureau – members have opportunities to speak at industry events. • Charitable giving through the Keiretsu Forum Charitable Foundation. • Active participation in the Keiretsu Forum Committee System

Membership Structure The membership structure of Keiretsu Forum is: • 85% accredited private equity investors • 5% venture capitalists and strategic corporate partners • 5% partners • 5% sponsors

For more information on Keiretsu Forum, please visit KeiretsuForum-MidAtlantic.com, KeiretsuForum-SouthEast.com, or www.KeiretsuForum.com.

Keiretsu Forum Code of Conduct ESTABLISHING RESPECTFUL BUSINESS BETWEEN MEMBERS,

ANGEL INVESTORS & ENTREPRENEURS Keiretsu Forum’s founding doctrines are based on • professionalism, • respect for others, • non-discrimination, • honest efforts to assist others, and • full transparency in all related investment and business initiatives This Code of Conduct provides principles to which all K4-MA members are expected to adhere and advocate. They embody rules regarding individual responsibilities in dealing with members, guests, sponsors, and with others outside of K4-MA. All members of Keiretsu Forum will: • Act in good faith, honestly, professionally and ethically; • Openly share contacts, knowledge and skills with other members & entrepreneurs; • Respect the confidentiality of information or contacts acquired and be diligent and discreet in dealing with such contacts; • Deliver on promises to fellow members in a timely and accurate manner; • Respect other members by not promoting personal business interests with solicitations at meetings or other Keiretsu events, or mass solicitations via e-mail, mail or phone. Keiretsu Forum arranges meetings between Entrepreneurs and Members and potential Members (Member herein refers to Members, Sponsors, Partners, and qualified guests). These Entrepreneurs may be considering conducting private offerings of their equity in which the Member may want to consider investing. Under securities law, Entrepreneurs conducting private offerings of their securities must observe various requirements, including that private offering may not involve any advertising or general solicitation. Keiretsu Forum and Entrepreneurs that attend its meetings do not conduct any advertising or general solicitation. Keiretsu Forum Members that attend meetings and that might want to invest in any Entrepreneurs must have demonstrated appropriate qualifications and must agree to the following terms: 1. Member agrees that any invitation to Keiretsu Forum that a Member may receive is personal to the Member. Member will notify Keiretsu Forum in advance (no later than 8:00am the Monday morning of Forums week) of a meeting that he/she intends to bring a guest (accredited investor or entrepreneur) so that they may be properly registered. 2. Member understands that he/she may learn of private offerings through Keiretsu Forum. These private offerings are subject to state and federal securities laws, which prohibit, among other things, the communication or retransmission to anyone of information received by Member from Entrepreneurs through Keiretsu Forum. Such information is for the sole use of Member and may not be reviewed by or shared with others. To the extent necessary, Entrepreneurs may separately provide information to Member and to Member’s legal, tax and investment decisions. 3. Member understands that Keiretsu Forum has not reviewed any information about Entrepreneurs that are represented at its meetings. Member will not rely on Keiretsu Forum for any such review. Keiretsu Forum makes no representations or warranties about any

Entrepreneur, express or implied. Member understands that he/she is solely responsible for Member’s own due diligence investigation of any Entrepreneur before deciding to invest in that Entrepreneur. 4. Member understands that negotiations concerning investments (including price, percentage ownership interest and other terms) will take place as part of Due Diligence, if appropriate, but that ultimately Members and Entrepreneurs recognize that Keiretsu Forum is not acting as an agent or principal or in any other capacity in those negotiations or transactions. 5. Member understands that Keiretsu Forum is not an investment adviser or underwriter for Member for any Entrepreneur and that Keiretsu Forum takes no responsibility for the accuracy or completeness of any information about any Entrepreneur communicated to Member by any means or by any person at any time. 6. Member hereby agrees to be bound to the Keiretsu Forum Total Transparency Policy. Any Member who is engaged in any way with a presenting company will openly disclose the full extent of their involvement. 7. Member understands that if the Entrepreneur wants Member to agree to other restrictions on the use of the Entrepreneur’s confidential information, the Entrepreneur may require that Member enter into a separate non-disclosure agreement before providing the confidential information. 8. Member understands that investing in early stage, private companies involves extreme risk and should be considered only by Members that can afford to lose their entire investment. 9. Member understands that Keiretsu Forum is not a broker/dealer and may not sell, offer to sell or solicit an offer to buy any security. References to Keiretsu Forum include its U.S. affiliates and agents. 10. Member understands and agrees that any investment made is solely for the Member’s account and not for the account of any other person. 11. Member understands and agrees to bring pre and post investment issues that arise in any company that was introduced to Member by Keiretsu Forum first to the entrepreneur, then, if not resolved, to Keiretsu Forum management who will, when appropriate, work with the Member and/or Entrepreneur to facilitate a resolution. Member will at all times recognize the confidential nature of private equity investing and will not, under any circumstances, expose these issues in any public venue. 12. There is a no solicitation policy for members and guests at Keiretsu Forum Meetings and events and members agree not to use their membership for the purpose of soliciting business to their individual firms. Member hereby recognizes that only Keiretsu Forum Sponsors may engage in the solicitation of business at Keiretsu Forum meetings and events. 13. Member should consult their own attorneys, accountants, investment advisers and other professional advisers when considering an investment.

KEIRETSU FORUM MID-ATLANTIC CONTACTS

Howard Lubert, PhD Co-Founder Area President [email protected]

Stephen Kozachyn Charles “Chuck” Carter Due Diligence Director VP, Entrepreneur Services [email protected] Philadelphia Chapter President [email protected]

Fred Gumbinner, JD Matthew Lancaster DC Metro Chapter President Pittsburgh Chapter President [email protected] [email protected]

Charles Albanese Eleanor Haas New York Chapter Co-President Director [email protected] [email protected]

Brandon Graham, Operations/Tech Svcs. Ryan St. John, Operations/Tech Svcs. [email protected] [email protected]

Louise Klein, PsyD Merom Klein, PhD Presentation Coaches & Mentors [email protected] [email protected]

KEIRETSU FORUM SOUTH-EAST CONTACTS

Howard Lubert, PhD TBD Area President Area Vice President [email protected]

Charles “Chuck” Carter Stephen Kozachyn VP, Entrepreneur Services Due Diligence Director [email protected] [email protected]

Tom Ross Barry Etra Palm Beach Chapter President Atlanta Chapter President [email protected] [email protected]

• Keiretsu Forum • 1150 First Avenue, Suite 310 • King of Prussia, PA 19406 • 610-971-4067 •