Healthios Investment Banking

An Introduction to

May 2013 Table of Contents

I. Executive Summary II. The Value Void III. The Healthios Exchange (“H/X”)

Appendices IV. H/X Case Studies & Empirical Track Record

Investment Banking Global Investment Marketplace

Healthios is a boutique investment bank focused exclusively on the global healthcare industry. Healthios seeks to be the premier investment bank serving the global healthcare industry by combining the experience of (52) transactions in 17 countries with transformational capital markets solutions which broaden access to financing, lessen risk and maximize value.

Research. Investment Banking. Healthcare. Executive Summary In 2013, the 2nd generation of Healthios Exchange (“H/X”) will seek to transform the healthcare capital markets. Inspired by extraordinary economic and regulatory paradigms, the H/X will combine revolutionary technology with direct access to the individual healthcare investor, worldwide. In the process, H/X will generate $5 of NEW growth capital to support every $1 of institutional and strategic commitment.

Opportunity Healthcare is the largest, fastest growing and most dynamic market in the world Superior investment returns driven by favorable global demographics, universal need, persistent innovation and rapid, sustained growth Problem Value Void: “Gap” in global healthcare capital flows alters the risk/reward equilibrium and provides transformational investment opportunities Context 2012 JOBS Law establishes new structural paradigm for capital markets Private Capital phenomenon & direct listing framework are catalyst for new capital formation model

Solution www.healthios.com / hx: End-to-end, cost effective, capital efficient, high- velocity, standardized, transparent and secure transaction platform Financing the healthcare industry in the manner in which it capitalizes itself Database of 100,000 accredited investors, worldwide Proprietary asset classes designed to complement institutional, strategic capital CrowdFinanceTM, Foundation PlaceTM, EX.PR.E.S.S.TM, InMarketTM, LiquidNETTM Research. Investment Banking. Healthcare. Global Healthcare Investment Environment In total, healthcare is the world’s fastest growing industry. It generates superior investment yields. It attracts capital more readily and regularly.

RELATIVE RETURN: S&P HCX vs. S&P ABSOLUTE RETURN: NBI vs. S&P 600% 100% 80% 500% 60% 400% 40% 300% 20% 0% 200% -20% 100% -40% -60% 0% -80% -100% -100%

TOTAL RETURN: NBI vs. HCX vs. S&P 400 Biotech vs. NASDAQ Healthcare Index vs. S&P 500

250% 200% 150% 100% 50% 0% -50% -100%

Research. Investment Banking. Healthcare. The Global Healthcare Industry

Healthcare represents a $3 trillion global industry, growing 16% annually, capitalizing itself $13.8 million at a time through more than 9,000 negotiated transactions in 6,000 companies into which, on average, $49 million of capital is deployed over 6.2 years, yielding a “Cash-on-Cash” IRR equal to 4.1x and generating 81% liquidity on invested capital through 892 “Exit” events,PUBLIC of which CAPITAL 86% MARKETSare M&A..

Size Trading Multiples Operating Statistics % of 52 3 Yr. LTM LTM Stock Wekk LTM Total Marke t To t a l De bt / TEV/LTM TEV/LTM Revenue Gross EBITDA Company Name Price high Rev C a p TEV LTM EBITDA To t a l Re v EB ITDA Growth Margin Margin

Johnson & Johnson$ 64.74 95% 65,030.0 177,716.4 165,082.4 1.0x 2.5x 8.5x 0.7% 68.8% 29.8% GlaxoSmithKline plc$ 22.26 95% 42,629.0 110,143.4 125,497.1 1.5x 2.9x 7.9x 4.0% 73.5% 36.7% Abbot t Laborat ories$ 57.95 100% 38,851.3 91,118.1 98,521.6 1.4x 2.5x 8.8x 9.6% 60.2% 28.7% AstraZeneca PLC$ 45.16 90% 33,591.0 57,232.8 54,961.6 0.6x 1.6x 3.6x 2.1% 82.2% 44.7% Medtronic, Inc.$ 37.67 87% 16,479.0 39,199.1 47,117.1 1.8x 2.9x 8.5x 4.0% 75.4% 33.8% Baxter International Inc.$ 58.89 94% 13,893.0 32,998.8 35,531.8 1.3x 2.6x 9.2x 4.0% 51.4% 28.0% Covidien plc$ 52.39 91% 11,703.0 25,322.1 27,990.1 1.4x 2.4x 8.6x 3.3% 57.5% 27.9% Stryker Corp.$ 52.90 81% 8,307.0 20,156.0 18,506.0 0.7x 2.2x 7.5x 7.3% 67.9% 29.5% Becton, Dickinson and Company$ 76.82 86% 7,874.5 16,140.1 17,617.7 1.9x 2.2x 7.9x 3.6% 51.8% 28.3% St . Jude Medical Inc.$ 41.80 77% 5,611.7 13,333.7 15,105.9 1.7x 2.7x 9.2x 8.7% 73.5% 29.1% Synthes Inc.$ 169.51 98% 3,973.8 20,135.5 17,685.8 0.1x 4.4x 10.9x 7.6% 79.4% 40.3% Essilor International SA$ 82.54 99% 5,442.7 17,251.3 18,104.0 1.0x 3.3x 14.9x 10.9% 55.4% 21.4% Boston Scientific Corporation$ 5.95 75% 7,622.0 8,631.7 12,625.7 2.4x 1.7x 7.2x (1.8%) 63.3% 22.9% Zimmer Holdings, Inc.$ 61.56 88% 4,451.8 10,965.3 11,468.4 1.2x 2.6x 7.8x 2.6% 75.1% 33.0% Smith & Nephew plc$ 9.90 88% 4,270.0 8,830.7 8,969.7 0.3x 2.1x 7.5x 4.0% 73.5% 27.9%

Median 1.3x 2.5x 8.5x 4.0% 68.4% 29.7% PRIVATE INVESTMENT

Most Active Venture Investors / Rounds Most Active Strate gic Acquirors / De als Liquidity

New Enterprise Associates 140 General Electric Company 39 # of Companies 3507 Johnson & Johnson Development Corporation 99 Alere Inc. 38 # of Investors 679 Delphi Ventures 98 Koninklijke Philips Electronics NV 33 Investors / Company 0.2 Kleiner, Perkins, Caufield & Byers 94 Medtronic, Inc. 33 # of Rounds 991 Versant Ventures 93 Johnson & Johnson 31 # of Rounds / Company 0.3 InterWest Partners 91 RoundTableInitial Healthcare Public Management,Offerings LLC/ Date / TEV ($M) 28 Avg. Round Size ($M) 8 Domain Associates, L.L.C. 81 S 2/3/2012 - PublicTotal OfferingInvested Exits($M) 8,366 145 DeThree Novo Arch Ventures Partners 63 77 EOS imaging SA 2/1/2012 140 ## of of I lliquidExits Companies 2615 892 Oxford3i Group Bioscience plc Partners 62 75 Sphere Medical Holding PLC 10/20/2011 51 IlliquidM&A CapitalExits ($M) 39,217 747 FrazierSV Life Healthcare Sciences Advisers Ventures LLP 60 69 3-D Intrasense Matrix, SA Ltd. 9/16/2011 89 Illiquid Capital (3 Yrs) ($M) 11,460 Polaris Venture Partners, Inc. 58 Greenway Medical Technologies, Inc. 7/15/2011 546 % of Illquid Capital (3 Yrs) 29% MPM Capital 56 Boule Diagnostics AB 5/19/2011 23 7 The Value Void Healthios is the first to define the Value Void: A series of irrational, systematic dysfunctions – or, “Gaps” – in global healthcare capital flows in which financing requirements and investment returns are mis-aligned at sequential points along the development pathway. These dysfunctions are irrational in that they do not reflect extraordinary risk for which investors cannot be rewarded. Therein lies immense opportunity …

ment IND Phase I Mature Mature Launch Growth Growth NDA NDA Phase II Phase III Develop - Approval Approval Discovery Discovery

THE VALUE VOID

Financing Requirements Investment Returns

Angels / Grants Venture Capital IPO Growth Equity / PE

Strategic Buyers

Private Institutional Investors Public Markets

Healthcare’s Investment Bank 2012 JOBS Law Recent legislation has introduced a new paradigm in the financing of Emerging Growth healthcare companies, as the increasing prominence of the private markets will be underpinned by the “Crowd” and the deployment of advanced technologies.

Highlights Significance Lifts General Solicitation Ban Issuers seeking capital from investors will Issuers allowed to generally solicit investors be able to leverage the internet including REG D Offerings

Raises Shareholder Limits Increases investor pool without forcing Shareholder Cap increased from 500 to 2000 companies to go Public

Lesser Restrictions On REG. A Small companies can raise more capital New “REG A+” limit from $5 Mil to $50 Mil without going public

Legalizes Crowd Funding Broader investor base will increase access Non-accredited investment up to $1 Mil to capital for small financings

Funding Platforms Kickstarter campaigns have drawn as Simplifies online posting and investing many as 60,000 investors for $10 Mil

Research. Investment Banking. Healthcare. The Appeal of Healthcare According to a study by the Kaufman Foundation, there are 6 million accredited investors in the U.S., alone, yet only 10% have participated in Regulation D offerings since 2009. Healthcare ranks among the top priorities for these investors.

Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) Powered by CrowdFundConnect THE Financial Marketplace for Healthcare

(Screen Shot)

Rational, harmonious, linear investment flows Efficient valuations 2000 Vibrant private & public markets Predictable development horizons High capital velocity& liquid currencies Active, dynamic information flows

Private Markets Public Markets Strategic Buyers

Venture Capital IPO Follow-On Offerings Growth Equity / PE

LIQUIDITY = IRR

ment IND Phase I Mature Mature Launch Growth Growth NDA NDA Phase II Phase III Develop - Approval Approval Discovery Discovery

NVCA U.S. Venture Capital Fund Healthcare Index: End-to-End Pooled IRR 1993 1994 1995 1996 1997 1998 1999 2000 17.5% 17.3% 29.5% 59.4% 26.7% 37.3% 84.9% 137.2%

Healthcare’s Investment Bank Emerging Growth Healthcare: 2007 – 2012

During the past decade, the healthcare capital markets have been transformed, as (i) the number of venture capital firms has declined by 62% and aggregate annual investments by VC’s has fallen 14.8%; (ii) as the number of IPO’s has collapsed by 79.2%; while, (iii) overall capital inflows into emerging growth healthcare has increased 17%; (iv) the pace of investment by Corporate Venture Capital has increased by 93%; and, (v) the amount of “dry powder” funds under management by growth & private equity firms has increased at a 29% CAGR to $175 billion. Key Capitalization, Valuation & Liquidity Measures Measure Notes

Total Enterprise Value of H/C Investments $ 82.3 B 48.3% of Capital Deployed Aggregate Value of Investment “Realizations” $ 42.5 B Remains Unrealized

Total # of Sponsor-Backed H/C Companies 5,402 23.7% of Portfolio Companies Sponsor-Backed Companies with “Exits” 1,295 created 100% of “Realizations” “Exit” Events Attributable to M&A (%) 86.4% Dominance of M&A Strategic Buyers with Enterprise Value > $250 Million 1,982 Intense Selectivity, M&A Transactions Per Strategic Buyer 0.564 High Uncertainty Few “Winners” Ratio of Emerging Growth Companies to Strategic Buyer 2.8 Average # Of Milestone Transactions Per EGC Prior To Exit 5.73 Importance of Milestone Transactions Attributable to a Strategic Nature (%) 66.9% Strategic Validation

Financing Events Comprised Of Syndicates Of > 0 New Investors (%) 57.3% Syndicate Risk, Number of Financing Rounds (avg. per Company) 3.9 Capital Concentration 2010 NVCA Wght.’d Avg. Pooled Gross IRR (%) for Healthcare Sector 20.9% 17.7% improvement over 2006 Average Investment Per Financing Round $13.8 M “Exit” Value As Multiple Of Total Total Invested Capital Over Horizon (avg. per Company) $49.7 M Invested Capital: 4.1 x Median M&A Enterprise Value at Liquidity $200.7 million

Healthcare’s Investment Bank Healthcare Investment Cycle: 2013 … Dramatic shifts in the global capital markets have altered the healthcare investment cycle and imposed intense complexity in the way value is created – and realized. Fragmentation Of Capital Flows Prolonged Investment Cycles Severe Liquidity Constraints Dependence On M&A as sole “Exit” Pathway 2013 Deteriorating Capital Velocity & Asset Dislocation Shifting Risk Paradigm Dominance Of Private Financing Market Negotiated Transactions based on ‘Best Information’

ment IND Phase I Mature Mature Launch Growth Growth NDA NDA Phase II Phase III Develop - Approval Approval Discovery Discovery

IRR

Angels / Grants Venture Capital IPO Growth Equity / PE

Strategic Buyers

Private Institutional Investors Public Markets

EMERGING GROWTH HEALTHCARE 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 NVCA Distribution to Paid-in-Capital 0.64 0.58 0.61 0.46 0.27 0.23 0.23 0.11 0.10 0.02 NVCA Gross Pooled Weighted IRR 9.7% 11.7% 11.9% 9.7% 3.6% 11.7% 14.6% 22.2% 19.8% 19.2%

Healthcare’s Investment Bank The Value Void Healthios is the first to define the Value Void: A series of irrational, systematic dysfunctions – or, “Gaps” – in global healthcare capital flows in which financing requirements and investment returns are mis-aligned at sequential points along the development pathway. These dysfunctions are irrational in that they do not reflect extraordinary risk for which investors cannot be rewarded. Therein lies immense opportunity …

ment IND Phase I Mature Mature Launch Growth Growth NDA NDA Phase II Phase III Develop - Approval Approval Discovery Discovery

THE VALUE VOID

Financing Requirements Investment Returns

Angels / Grants Venture Capital IPO Growth Equity / PE

Strategic Buyers

Private Institutional Investors Public Markets

Healthcare’s Investment Bank The Value Void Although the global healthcare industry continues to generate premium returns, such realizations are only available those who have capital.

ment IND Phase I Mature Mature Launch Growth Growth NDA NDA Phase II Phase III Develop - Approval Approval Discovery Discovery

According to the Kaufman Foundation, 81% of healthcare VC’s do not invest in “early-stage” Since 2009, the number of VC funds has declined by 13% Since 2010, 77% of the capital commitments to VC funds has been raised by 30% of the VC’s 52.7% of financing events in the emerging growth healthcare market between 2006 and 2011 were supported by investor syndicates comprised of zero new investors In 2012, 300% more capital has been invested into Emerging Growth Healthcare companies than has been raised by healthcare venture capital firms from own their limited partners 59.3% of M&A transactions in 2012 have been consummated at values in excess of 4x invested capital, while 23.5% generated more than 10x. 98.8% of the market capitalization of the top 20 healthcare companies is trading above 90% of their 52-week highs, yet capital liquidity for sub-$350 M market cap has declined 1000% since 2000. Since 2009, capital inflows into emerging growth healthcare companies of market capitalization less than $200 million, including private companies, has increased 17% In 2012, the pace of investment by Corporate Venture Capital (“CVC”) has increased dramatically, as the number of consummated transactions and the amount of capital deployed expanded by 50% and 93%, respectively… Healthcare’s Investment Bank Diabetic Nephropathy Cardiovascular Devices Diabetic Retinopathy Prosthetic Heart Valve Hypercholesterolemia Peripheral Vascular Devices Oral Mucositis Cardiovascular Monitoring & Diagnostic Devices Gout Cardiovascular Surgery Acute Lymphocytic Leukemia Cardiac Rhythm Management Bone Metastasis Cardiovascular Prosthetic Devices Brain Cancer Interventional Cardiology Breast Cancer Cardiac Assist Devices Cervical Cancer Wound Care Management Chronic Lymphocytic Leukemia Hospital Supplies Endometrial Cancer Syringes and Needles Ewing Sarcoma Disposable Hospital & Surgical Supplies Gastric Cancer Drug Delivery Devices Gastrointestinal Stromal Tumors Inhalation Systems Head And Neck Cancer Needle Free Injections Hodgkin Lymphoma Infusion Systems Kidney Cancer Diabetes Care Devices Liver Cancer Insulin Delivery & Glucose Monitoring Malignant Mesothelioma Ophthalmic Devices Medullary Thyroid Cancer Cataract Surgery Devices Melanoma Ophthalmic Diagnostic Equipment Multiple Myeloma Refractive Surgery Devices Non-Hodgkin Lymphoma ENT Devices Non-Small Cell Lung Cancer Hearing Implants Ovarian Cancer Diagnostic Devices Pancreatic Cancer Electrosurgical Devices Testicular Cancer Dental Equipment & Accessories Thyroid Cancer Diagnostic Imaging & MRI Systems Age Related Macular Degeneration C/T Systems & Mammography Equipment Keratoconjunctivitis sicca (Dry Eye) X-Ray & Ultrasound Systems Retinal Vein Occlusion Nuclear Imaging Equipment Acute Respiratory Distress Contrast Media Injectors Syndrome Bone Densitometry Sepsis Anesthesia and Respiratory Devices Staphylococcal Infections Anesthesia Machines & Disposables The Healthios Exchange Acute Coronary Syndrome Respiratory Devices & Disposables Angina Pectoris Sleep Apnea Diagnostic Systems Atrial Fibrillation Healthcare IT Coronary Artery Disease (CAD) Medical Imaging Information Systems Critical Limb Ischemia Nephrology and Urology Devices Hypertension Renal Dialysis Equipment Pulmonary Arterial Hypertension Orthopedic Devices Acute Pain Orthobiologics & Arthroscopy Anxiety Disorders Joint Reconstruction Chronic Pain Trauma Fixation Dementia Orthopedic Prosthetics Diabetic Neuropathy Cranium Maxillofacial Fixation (CMF) Obsessive-Compulsive Disorder Spinal Surgery Osteoarthritis Pain Endoscopy Devices & instruments Parkinson's Disease Rigid & Flexible Endoscope Post-Traumatic Stress Disorder In Vitro Diagnostics Restless Legs Syndrome Genetic Testing Schizophrenia Clinical Chemistry Traumatic Brain Injury Hematology Liver Cirrhosis Immuno Chemistry Childhood Enuresis Infectious Immunology Growth Hormone Disorders Histology And Cytology Hyperparathyroidism Patient Monitoring Hyperthyroidism Multiparameter Patient Monitoring Guillain-Barre Syndrome Micro-Electromechanical Systems Cytomegalovirus Non-invasive Blood Pressure Monitors Fungal Infections Neurology Devices Gram-Negative Bacterial Infections Neurostimulation Devices H1N1 Infection Interventional Neurology Herpes Zoster CSF Management HIV-1 Infection Neurosurgical Products Human Papillomavirus Infections Radiosurgery Staphylococcus Aureus (MRSA) The Healthios Exchange (“H/X”) Rationale

Proliferation of personal wealth on a global basis Humanitarian appeal of healthcare investing Increasing sophistication of individual investors Absence of investment yield in conventional investment instruments (e.g. “blue-chip” stocks, bonds, real estate) Appeal of flexible investment structures, multi-tiered portfolios & transaction-oriented exits Need for transparency Lack of access to alternative investments Appetite for direct investing alongside top-tier VC’s, private equity & alternative investors Aversion to excess fees and carried interest associated with traditional investment funds Inconsistency of alternative investment funds (e.g. Private equity, fund-of-funds)

Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) An online investment marketplace dedicated exclusively to the global healthcare industry. The goal of the H/X is to revolutionize healthcare capital flows by generating $5 of new growth capital to support every dollar of institutional and strategic commitment.

A revolutionary investment marketplace dedicated exclusively to the global healthcare industry…

ment Phase I Mature Mature Launch Growth Growth IND Phase II NDA NDA Phase III Develop - Approval Approval Discovery Discovery

… To its unique structure…

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET … and, To the distinct manner in which it capitalizes itself. Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) An online investment marketplace dedicated exclusively to the global healthcare industry. The goal of the H/X is to revolutionize healthcare capital flows by generating $5 of new growth capital to support every dollar of institutional and strategic commitment.

A revolutionary investment marketplace dedicated exclusively to the global healthcare industry…

Database of 100,000 accredited investors, worldwide Family offices, private banks, HNW individuals, foreign trusts Eradicating the Value Void Accelerate Access to Capital “Expand the Pie” Broaden Exit & Liquidity Alternatives Maximizing Company Value while Preserving Valuation Enhancing Capital Efficiency, Velocity & Liquidity Reducing Costs, Uncertainty Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) A revolutionary investment marketplace dedicated exclusively to the global healthcare industry…

ment Phase I Mature Mature Launch Growth Growth IND Phase II NDA NDA Phase III Develop - Approval Approval Discovery Discovery

… To its unique structure…

End-to-End Solution Sector-Oriented… EcoSystem-Driven… 1st $ invested… to the last $ realized Milestone-Measured “H/X @” Conferences Liquidity Indexing 2,100 Weekly Lifelines Grand Rounds Management Presentations Market Reports, Forecasts & Financial Models LinkedIn Groups Shareholder Reports & Portfolio Analysis The H/X Scoring System Benchmarking: Capital Flows I/P Databases; Pipeline Products; Milestones; Value/ Price Thresholds

Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) A revolutionary investment marketplace dedicated exclusively to the global healthcare industry… To its unique structure…

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET … and, To the distinct manner in which it capitalizes itself.

Novel investment instruments within paradigm-shifting asset classes 100% complementary, like-minded to incumbent capital flows Point-to-Point, “No Limitations” Financing Non-dilutive capital Capital market solutions to “Expand the Pie”, maximize IRR’s Harnessing the public markets to inspire transformational growth Innovative, multi-dimensional liquidity alternatives Aligned interest, shared risk, mutual incentives Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) An online investment marketplace dedicated exclusively to the global healthcare industry. The goal of the H/X is to revolutionize healthcare capital flows by generating $5 of new growth capital to support every dollar of institutional and strategic commitment.

A revolutionary investment marketplace dedicated exclusively to the global healthcare industry…

ment Phase I Mature Mature Launch Growth Growth IND Phase II NDA NDA Phase III Develop - Approval Approval Discovery Discovery

… To its unique structure…

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET … and, To the distinct manner in which it capitalizes itself. Research. Investment Banking. Healthcare. Diabetic Nephropathy Cardiovascular Devices Diabetic Retinopathy Prosthetic Heart Valve Hypercholesterolemia Peripheral Vascular Devices Oral Mucositis Cardiovascular Monitoring & Diagnostic Devices Gout Cardiovascular Surgery Acute Lymphocytic Leukemia Cardiac Rhythm Management Bone Metastasis Cardiovascular Prosthetic Devices Brain Cancer Interventional Cardiology Breast Cancer Cardiac Assist Devices Cervical Cancer Wound Care Management Chronic Lymphocytic Leukemia Hospital Supplies Endometrial Cancer Syringes and Needles Ewing Sarcoma Disposable Hospital & Surgical Supplies Gastric Cancer Drug Delivery Devices Gastrointestinal Stromal Tumors Inhalation Systems Head And Neck Cancer Needle Free Injections Hodgkin Lymphoma Infusion Systems Kidney Cancer Diabetes Care Devices Liver Cancer Insulin Delivery & Glucose Monitoring Malignant Mesothelioma Ophthalmic Devices Medullary Thyroid Cancer Cataract Surgery Devices Melanoma Ophthalmic Diagnostic Equipment Multiple Myeloma Refractive Surgery Devices The H/X: Non-Hodgkin Lymphoma ENT Devices Non-Small Cell Lung Cancer Hearing Implants Ovarian Cancer Diagnostic Devices Pancreatic Cancer Electrosurgical Devices Testicular Cancer Dental Equipment & Accessories Thyroid Cancer Diagnostic Imaging & MRI Systems Age Related Macular Degeneration C/T Systems & Mammography Equipment Keratoconjunctivitis sicca (Dry Eye) X-Ray & Ultrasound Systems Retinal Vein Occlusion Nuclear Imaging Equipment Acute Respiratory Distress Contrast Media Injectors Global Listing Syndrome Bone Densitometry Sepsis Anesthesia and Respiratory Devices Staphylococcal Infections Anesthesia Machines & Disposables Acute Coronary Syndrome Respiratory Devices & Disposables Angina Pectoris Sleep Apnea Diagnostic Systems Atrial Fibrillation Healthcare IT Coronary Artery Disease (CAD) Medical Imaging Information Systems Critical Limb Ischemia Nephrology and Urology Devices & Hypertension Renal Dialysis Equipment Pulmonary Arterial Hypertension Orthopedic Devices Acute Pain Orthobiologics & Arthroscopy Anxiety Disorders Joint Reconstruction Chronic Pain Trauma Fixation Dementia Orthopedic Prosthetics Diabetic Neuropathy Cranium Maxillofacial Fixation (CMF) Transaction Platform Obsessive-Compulsive Disorder Spinal Surgery Osteoarthritis Pain Endoscopy Devices & instruments Parkinson's Disease Rigid & Flexible Endoscope Post-Traumatic Stress Disorder In Vitro Diagnostics Restless Legs Syndrome Genetic Testing Schizophrenia Clinical Chemistry Traumatic Brain Injury Hematology Liver Cirrhosis Immuno Chemistry Childhood Enuresis Infectious Immunology Growth Hormone Disorders Histology And Cytology Hyperparathyroidism Patient Monitoring Hyperthyroidism Multiparameter Patient Monitoring Guillain-Barre Syndrome Micro-Electromechanical Systems Cytomegalovirus Non-invasive Blood Pressure Monitors Fungal Infections Neurology Devices Gram-Negative Bacterial Infections Neurostimulation Devices H1N1 Infection Interventional Neurology Herpes Zoster CSF Management HIV-1 Infection Neurosurgical Products Human Papillomavirus Infections Radiosurgery Staphylococcus Aureus (MRSA) H/X Listing Levels A range of capital markets solutions to nurture the success of every emerging growth healthcare company throughout the entire investment and liquidity horizon. H/X LISTING LEVELS Access Level Listing Service Global EcoSystem Institutional Universal GrandRounds X.PR.E.S.S. Accredited Investors √ √ √ √ √ Investment Research √ √ √ √ √ H/X Company Scoring √ √ √ √ √ ONE COMPANY. Virtual Data Room √ √ √ √ √ ONE PAGE. Compliance (Reg. D, etc.) √ √ √ √ √ Transaction Processing √ √ √ √ √ Reporting √ √ √ √ √ H/X Marketcast (Monthly) √ √ √ √ OPEN Peer Grouping √ √ √ √ MARKETS “Seed to Exit” Placement √ √ √ √ H/X Referrals √ √ √

Access to Webinars √ √ √ H/X GLOBAL “H/X @” Conferences √ √ √ CAPITAL SOURCES Curating & Positioning √ √ Roadshows √ √ Institutional Leadership Strategic Validation 12- to 24-Month “Exit” Horizon

H/X Introductions √ √ Access to STRATEGIC One-on-One’s √ BUYERS H/X Syndication √ Listing Fee ($’s / month) Free TBD TBD TBD TBD TBD

Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) 20,000 Accredited Investors, Worldwide, Participating With The Most Compelling Emerging Growth Healthcare Companies.

Healthcare’s Investment Marketplace

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET

Database of 100,000 Accredited Investors Global Listings of EGC’s Secure, Private Transaction Interface Real-Time Feedback

Research. Investment Banking. Healthcare. The Healthios Exchange (“H/X”) Channeling the humanitarian mission of leading foundations and for-profits to attract non-dilutive financing while attaining important validation

Healthcare’s Investment Marketplace

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET

L3.C, 501(c)3 Non-Dilutive Financing (Q2 2013)

Research. Investment Banking. Healthcare. H/X EX.PR.E.S.S: A New Asset Class

EXclusive.PReferred.EmergingGrowth.Sponsored.Security

Healthcare’s Investment Marketplace

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET

Proprietary Reg. D Investment Instrument Target IRR = 25% Differentiated Deal Flow to Worldwide Multiple of Invested Capital = 4.4x Private Capital & B/D Network Investment Period: 12- to 24-months Exclusive Investment Discipline: % of Cash Realized at “Exit”: 80% 1. Institutional Leadership % of Cash Realized 360 days after 2. Strategic Validation “Exit”: 100% 3. 12- to 24-month “Exit”

Research. Investment Banking. Healthcare. H/X InMarket Harnessing The Public Markets To Inspire Transformational Growth Strategies.

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET

OTCBB Reverse Mergers “At-the-Market” Syndicated Direct (Q2 2013)

Research. Investment Banking. Healthcare. H/X LiquidNET A secondary transaction environment committed to generating liquidity for investors by making markets in a range of asset classes.

CrowdFinance Foundation Place EX.PR.E.S.S. INMarket LiquidNET

Secondary Sales Pre-M&A, Pre-IPO Equity / Debt Founders Shares Primary / Secondary Structures Earn-Outs / Contingencies / Escrows Transition Plans

Research. Investment Banking. Healthcare. Diabetic Nephropathy Cardiovascular Devices Diabetic Retinopathy Prosthetic Heart Valve Hypercholesterolemia Peripheral Vascular Devices Oral Mucositis Cardiovascular Monitoring & Diagnostic Devices Gout Cardiovascular Surgery Acute Lymphocytic Leukemia Cardiac Rhythm Management Bone Metastasis Cardiovascular Prosthetic Devices Brain Cancer Interventional Cardiology Breast Cancer Cardiac Assist Devices Cervical Cancer Wound Care Management Chronic Lymphocytic Leukemia Hospital Supplies Endometrial Cancer Syringes and Needles Ewing Sarcoma Disposable Hospital & Surgical Supplies Gastric Cancer Drug Delivery Devices Gastrointestinal Stromal Tumors Inhalation Systems Head And Neck Cancer Needle Free Injections Hodgkin Lymphoma Infusion Systems Kidney Cancer Diabetes Care Devices Liver Cancer Insulin Delivery & Glucose Monitoring Malignant Mesothelioma Ophthalmic Devices Medullary Thyroid Cancer Cataract Surgery Devices Melanoma Ophthalmic Diagnostic Equipment Multiple Myeloma Refractive Surgery Devices Non-Hodgkin Lymphoma ENT Devices Non-Small Cell Lung Cancer Hearing Implants Ovarian Cancer Diagnostic Devices Pancreatic Cancer Electrosurgical Devices Testicular Cancer Dental Equipment & Accessories Thyroid Cancer Diagnostic Imaging & MRI Systems Age Related Macular Degeneration C/T Systems & Mammography Equipment Keratoconjunctivitis sicca (Dry Eye) X-Ray & Ultrasound Systems Retinal Vein Occlusion Nuclear Imaging Equipment Acute Respiratory Distress Contrast Media Injectors Syndrome Bone Densitometry Sepsis Anesthesia and Respiratory Devices Staphylococcal Infections Anesthesia Machines & Disposables APPENDIX Acute Coronary Syndrome Respiratory Devices & Disposables Angina Pectoris Sleep Apnea Diagnostic Systems Atrial Fibrillation Healthcare IT Coronary Artery Disease (CAD) Medical Imaging Information Systems Critical Limb Ischemia Nephrology and Urology Devices Hypertension Renal Dialysis Equipment Pulmonary Arterial Hypertension Orthopedic Devices Acute Pain Orthobiologics & Arthroscopy Anxiety Disorders Joint Reconstruction Chronic Pain Trauma Fixation Dementia Orthopedic Prosthetics Diabetic Neuropathy Cranium Maxillofacial Fixation (CMF) Obsessive-Compulsive Disorder Spinal Surgery Osteoarthritis Pain Endoscopy Devices & instruments Parkinson's Disease Rigid & Flexible Endoscope Post-Traumatic Stress Disorder In Vitro Diagnostics Restless Legs Syndrome Genetic Testing Schizophrenia Clinical Chemistry Traumatic Brain Injury Hematology Liver Cirrhosis Immuno Chemistry Childhood Enuresis Infectious Immunology Growth Hormone Disorders Histology And Cytology Hyperparathyroidism Patient Monitoring Hyperthyroidism Multiparameter Patient Monitoring Guillain-Barre Syndrome Micro-Electromechanical Systems Cytomegalovirus Non-invasive Blood Pressure Monitors Fungal Infections Neurology Devices Gram-Negative Bacterial Infections Neurostimulation Devices H1N1 Infection Interventional Neurology Herpes Zoster CSF Management HIV-1 Infection Neurosurgical Products Human Papillomavirus Infections Radiosurgery Staphylococcus Aureus (MRSA) Diabetic Nephropathy Cardiovascular Devices Diabetic Retinopathy Prosthetic Heart Valve Hypercholesterolemia Peripheral Vascular Devices Oral Mucositis Cardiovascular Monitoring & Diagnostic Devices Gout Cardiovascular Surgery Acute Lymphocytic Leukemia Cardiac Rhythm Management Bone Metastasis Cardiovascular Prosthetic Devices Brain Cancer Interventional Cardiology Breast Cancer Cardiac Assist Devices Cervical Cancer Wound Care Management Chronic Lymphocytic Leukemia Hospital Supplies Endometrial Cancer Syringes and Needles Ewing Sarcoma Disposable Hospital & Surgical Supplies Gastric Cancer Drug Delivery Devices Gastrointestinal Stromal Tumors Inhalation Systems Head And Neck Cancer Needle Free Injections Hodgkin Lymphoma Infusion Systems Kidney Cancer Diabetes Care Devices Liver Cancer Insulin Delivery & Glucose Monitoring Malignant Mesothelioma Ophthalmic Devices Medullary Thyroid Cancer Cataract Surgery Devices Melanoma Ophthalmic Diagnostic Equipment Multiple Myeloma Refractive Surgery Devices Non-Hodgkin Lymphoma ENT Devices Non-Small Cell Lung Cancer Hearing Implants Ovarian Cancer Diagnostic Devices EX.PR.E.S.S. Pancreatic Cancer Electrosurgical Devices Testicular Cancer Dental Equipment & Accessories Thyroid Cancer Diagnostic Imaging & MRI Systems Age Related Macular Degeneration C/T Systems & Mammography Equipment Keratoconjunctivitis sicca (Dry Eye) X-Ray & Ultrasound Systems Retinal Vein Occlusion Nuclear Imaging Equipment Acute Respiratory Distress Contrast Media Injectors Syndrome Bone Densitometry Sepsis Anesthesia and Respiratory Devices Staphylococcal Infections Anesthesia Machines & Disposables Case Studies & Acute Coronary Syndrome Respiratory Devices & Disposables Angina Pectoris Sleep Apnea Diagnostic Systems Atrial Fibrillation Healthcare IT Coronary Artery Disease (CAD) Medical Imaging Information Systems Critical Limb Ischemia Nephrology and Urology Devices Track Record Hypertension Renal Dialysis Equipment Pulmonary Arterial Hypertension Orthopedic Devices Acute Pain Orthobiologics & Arthroscopy Anxiety Disorders Joint Reconstruction Chronic Pain Trauma Fixation Dementia Orthopedic Prosthetics Diabetic Neuropathy Cranium Maxillofacial Fixation (CMF) Obsessive-Compulsive Disorder Spinal Surgery Osteoarthritis Pain Endoscopy Devices & instruments Parkinson's Disease Rigid & Flexible Endoscope Post-Traumatic Stress Disorder In Vitro Diagnostics Restless Legs Syndrome Genetic Testing Schizophrenia Clinical Chemistry Traumatic Brain Injury Hematology Liver Cirrhosis Immuno Chemistry Childhood Enuresis Infectious Immunology Growth Hormone Disorders Histology And Cytology Hyperparathyroidism Patient Monitoring Hyperthyroidism Multiparameter Patient Monitoring Guillain-Barre Syndrome Micro-Electromechanical Systems Cytomegalovirus Non-invasive Blood Pressure Monitors Fungal Infections Neurology Devices Gram-Negative Bacterial Infections Neurostimulation Devices H1N1 Infection Interventional Neurology Herpes Zoster CSF Management HIV-1 Infection Neurosurgical Products Human Papillomavirus Infections Radiosurgery Staphylococcus Aureus (MRSA) EX.PR.E.S.S.: Proprietary Deal Flow Healthios has quantified relationships with the most successful institutional investors. This ensures the most predictable, highest quality EX.PR.E.S.S. offerings. Capital Under No. of Lifelines # Scored % Rank Latest Fund Latest Fund Account Name Management "Opens" Last Activity Activities in Healthcare % Rank # Rank

Essex Woodlands Health Ventures $ 2,374,000,000 252 11/20/2012 13 34.82% 95.16% 1 Inventages Venture Capital Investment Inc. $ 1,320,000,000 1 11/5/2012 1 25.60% 93.75% 2 Norwest Venture Partners $ 1,850,000,000 84 11/20/2012 1 8.46% 92.75% 3 Advanced Technology Ventures $ 1,475,000,000 29 11/19/2012 4 33.57% 91.94% 4 Prospect Venture Partners $ 600,000,000 1 11/19/2012 2 34.02% 88.89% 5 InterWest Partners LLC $ 2,606,000,000 3 11/21/2012 1 35.81% 88.71% 6 Institutional Venture Partners $ 2,552,000,000 9 12/8/2011 27.77% 88.00% 7 Western Technology Investment $ 2,584,000,000 17 2/26/2012 2 47.10% 86.83% 8 SCP Partners $ 1,010,000,000 5 9/18/2012 2 47.10% 84.16% 9 SV Life Sciences Advisers LLP $ 1,907,000,000 41 11/19/2012 6 35.56% 83.87% 10 Clarus Ventures $ 1,160,000,000 166 11/19/2012 3 31.58% 80.56% 11 Thoma Cressey Bravo $ 1,769,000,000 1 2/26/2012 2 20.62% 79.64% 12 Bay City Capital LLC $ 961,000,000 31 11/19/2012 4 32.38% 79.41% 13 Domain Associates, L.L.C. $ 1,824,000,000 44 11/26/2012 7 35.69% 79.03% 14 Mohr Davidow Ventures $ 2,252,000,000 27 8/29/2012 1 31.32% 77.25% 15 CMEA Capital $ 786,000,000 83 8/1/2012 7 32.38% 74.19% 16 Aisling Capital $ 1,649,000,000 4 11/16/2012 1 24.14% 73.33% 17 North Bridge Venture Partners $ 2,110,000,000 1 11/9/2012 1 18.37% 72.46% 18 Frazier Healthcare Ventures $ 1,802,000,000 26 11/26/2012 5 35.49% 72.22% 19 Three Arch Partners $ 1,060,000,000 168 11/27/2012 5 35.62% 70.30% 20 Versant Ventures, Inc. $ 1,550,000,000 17 11/27/2012 6 35.78% 69.46% 21 Venrock $ 2,746,000,000 77 10/23/2012 5 35.36% 69.36% 22 Skyline Ventures $ 773,000,000 1 11/21/2012 3 34.37% 69.36% 23 HealthCare Ventures LLC $ 1,193,000,000 6 8/29/2012 4 28.63% 68.57% 24 MPM Capital $ 2,820,000,000 3 11/26/2012 6 35.30% 66.67% 25 Other Notable Investors: OrbiMed Advisors, L.L.C. $ 1,035,000,000 3 11/27/2012 2 35.11% 66.67% 28 QuestMark Partners $ 755,000,000 78 9/13/2012 14 28.63% 52.10% 49 Saints Capital $ 300,000,000 87 11/26/2012 2 27.00% 52.10% 50 Ascension Health Ventures, LLC $ 225,000,000 116 11/27/2012 4 34.47% 44.31% 67 Delphi Ventures $ 502,000,000 113 11/20/2012 4 35.75% 41.18% 73 Healthcare’s Investment Bank H/X: 2012 Achievements In 2012, Healthios clients raised ~ $50 M in EX.PR.E.S.S. offerings, solving the value void while generating proprietary investment opportunities and providing superior financing alternatives according to a disciplined, "Rules Based" investment strategy.

STEADYMED, LTD WELLDOC, INC. PINNACLE BIOLOGICS, INC. Has issued $20,000,000 Has completed its $6,000,000 Has issued $10,000,000 Series A financing Series B Preferred Stock Series B Preferred Stock

THE UNDERSIGNED ACTED AS EXCLUSIVE THE UNDERSIGNED ACTED AS EXCLUSIVE THE UNDERSIGNED ACTED AS STRATEGIC FINANCIAL ADVISOR TO PINNACLE FINANCIAL ADVISOR TO STEADYMED ADVISOR WELLDOC

Healthcare’s Investment Bank Healthios EX.PR.E.S.S. Case Studies

Micro and nanoparticles for the delivery of biological and Company small molecule therapeutics LIQUIDIA TECHNOLOGIES, INC. EX.PR.E.S.S. Rules? Institutional Sponsorship; Strategic Validation; 24-month Has completed a global collaboration “Exit” with Bill & Melinda Gates Foundation; Canaan; Firelake; Co-Investor / Lead Morningside; NIST; NEA; Pappas; Pharmaceutical Product THE UNDERSIGNED ACTED AS FINANCIAL Development; UNC; Velocity; Wakefield ADVISOR TO LIQUIDIA Result $360 million partnership with Glaxo Smith Kline

Company Advanced transdermal drug delivery company CORIUM INTERNATIONAL, INC. Institutional Sponsorship; Strategic Validation; 24-month EX.PR.E.S.S. Rules? “Exit” Has issued $35 million in Interest-Bearing High Yield Securities Co-Investor / Lead Aphelion Capital; Essex Woodlands; Quantum Technology THE UNDERSIGNED ACTED AS STRATEGIC Partners ADVISOR TO CORIUM INTERNATIONAL Result Partnership with Procter & Gamble, Teva Pharmaceuticals

Research. Investment Banking. Healthcare. 36 Healthios EX.PR.E.S.S. Case Studies

Mobile and web-based provider of clinical information and Company decision support tools to healthcare professionals

EPOCRATES, INC. EX.PR.E.S.S. Rules? Institutional Sponsorship; 24-month “Exit” Has completed multiple strategic initiatives Bay City Capital,, Draper Fisher Jurvetson, Goldman Sachs, Co-Investor / Lead Industry Ventures, InterWest Partners, Millennium Partners, THE UNDERSIGNED ACTED AS STRATEGIC New Leaf Ventures, Sprout Group, Three Arch Partners ADVISOR TO EPOCRATES Result IPO

Company Percutaneous catheter-based structural heart solution for CARDIOSOUTIONS, INC. patients with mitral regurgitation

Has completed its $15,000,000 Series B financing led by Institutional Sponsorship; Strategic Validation; 24-month EX.PR.E.S.S. Rules? “Exit” Co-Investor / Lead BioVentures; Makaira Venture THE UNDERSIGNED ACTED AS EXCLUSIVE FINANCIAL ADVISOR TO CARDIOSOLUTIONS Result $250 million partnership with Sorin

Research. Investment Banking. Healthcare. 37 Healthios EX.PR.E.S.S. Case Studies

Small, wearable, disposable devices, FinesseTM, that deliver Company insulin to patients with insulin-dependent CALIBRA MEDICAL, INC. Has been acquired by EX.PR.E.S.S. Rules? Institutional Sponsorship; 24-month “Exit” Canaan Partners, Frazier Healthcare Ventures, Intersouth Co-Investor / Lead Partners, Skyline Ventures, Three Arch Partners THE UNDERSIGNED ACTED AS EXCULSIVE FINANCIAL ADVISOR TO CALIBRA Result Sold to JNJ

Mobile and web-based chronic disease management platform Company technology that supports patient self-management and WELLDOC, INC. provider clinical decisions Has completed a strategic partnership with EX.PR.E.S.S. Rules? Strategic Validation; 24-month “Exit”

Co-Investor / Lead Leading global insulin provider THE UNDERSIGNED ACTED AS STRATEGIC ADVISOR TO WELLDOC Result Partnership with AT&T

Research. Investment Banking. Healthcare. 38 Healthios EX.PR.E.S.S. Case Studies

The world's first and only FDA, Health Canada and CE Company (Europe) approved Total Artificial Heart SYNCARDIA SYSTEMS, INC. EX.PR.E.S.S. Rules? Institutional Sponsorship; 24-Month “Exit” Has completed its $11,000,000 Series D financing Ceres Venture; Highway 12; HMA Capital; Iron Gate; Seneca Co-Investor / Lead Health Partners; Trinity Capital THE UNDERSIGNED ACTED AS ADVISOR TO SYNCARDIA Result $7 million EBITDA, annualized.

VBERAX IOMEDICAL Rapid tests for detection of bacterial contaminants in blood I N C O R P O R A T E D Company components, tissues for transplantation and cellular therapies VERAX BIOMEDICAL, INC. Has entered a Worldwide Institutional Sponsorship; Strategic Validation Commercialization Partnership with EX.PR.E.S.S. Rules? BioVentures; CNF Investments; KB Partners; Long River Co-Investor / Lead Ventures; Sightline Partners; Teknoinvest; Village Ventures THE UNDERSIGNED ACTED AS EXCLUSIVE FIANCIAL ADVISOR TO VERAX BIOMEDICAL Result Partnership with Fenwal; FDA Mandate

Research. Investment Banking. Healthcare. 39 Healthios EX.PR.E.S.S. Case Studies

BAYER PLASMA, GmBH An operating division of Company Blood-plasma company

EX.PR.E.S.S. Rules? Institutional Sponsorship; Strategic Validation; 24-month Has been acquired by “Exit” Cerberus, LLC Co-Investor / Lead Ampersand Capital Partners (Richard Charpie), Bayer AG THE UNDERSIGNED ACTED AS STRATEGIC (DB:BAYN), Cerberus Capital Management, L.P. ADVISOR TO MORGAN STANLEY Result Multiple ROC: 4.0x IRR: 57.1%

Company Disposable medical devices mostly developed in the US, ING BARING manufactured in China

Has completed an investment in EX.PR.E.S.S. Rules? Institutional Sponsorship; 24-month “Exit”

Co-Investor / Lead Baring Private Equity Asia; Novo Tellus Capital Partners

THE UNDERSIGNED ACTED AS STRATEGIC ADVISOR TO ING BARING Result Recapitalization

Research. Investment Banking. Healthcare. 40 Healthios EX.PR.E.S.S. Case Studies

Company Outpatient rehabilitation therapy services provider

UPSTREAM REHABILITATION, LLC Institutional Sponsorship; 24-month “Exit” Has been formed by management EX.PR.E.S.S. Rules? in collaboration with Co-Investor / Lead Aethena Group; Charterhouse Equity Partners

THE UNDERSIGNED ACTED AS STRATEGIC ADVISOR TO UPSTREAM REHABILITATION Result Recapitalization

Provide pharmacy benefit management services and Company healthcare information technology solutions to the healthcare benefit management industry SXC HEALTH SOLUTIONS, INC. Has expanded its management team and Institutional Sponsorship; 24-month “Exit” Board of Directors with the addition of EX.PR.E.S.S. Rules? several leaders with significant experience in the global healthcare industry Co-Investor / Lead ABRY Capital Partners; Arcadia Resources THE UNDERSIGNED ACTED AS STRATEGIC ADVISOR TO SXC HEALTH SOLUTIONS Result Multiple ROC: 7.8x IRR: 102%

Research. Investment Banking. Healthcare. 41 Healthios EX.PR.E.S.S. Case Studies

Rapid tests for detection of bacterial contaminants in blood Company components, tissues for transplantation and cellular therapies MOLNLYCKE HEALTHCARE, AG Has been acquired by EX.PR.E.S.S. Rules? Institutional Sponsorship; 24-month “Exit”

Co-Investor / Lead APAX Partners THE UNDERSIGNED ACTED AS STRATEGIC ADVISOR TO CLAYTON DUBILIER & RICE Result Multiple ROC: 4.4x IRR: 178.2%

Rapid tests for detection of bacterial contaminants in blood Company components, tissues for transplantation and cellular therapies

PULSE SYSTEMS EX.PR.E.S.S. Rules? Institutional Sponsorship; 24-month “Exit” Healthios has issued a fairness opinion in conjunction with the acquisition of Pulse Systems Cardinal Growth, L.P., Convergent Capital, Pacific Mezzanine Co-Investor / Lead Fund, L.P., Pacific Private Capital, LLC THE UNDERSIGNED ACTED AS EXCLUSIVE ADVISOR TO PULSE Result Sold to Cegedim, SA.

Research. Investment Banking. Healthcare. 42 An Introduction to

May 2013