The Iot Value Chain Speaker: Michael Crawford, Partner at Q Advisors October 2015

Member FINRA | SIPC

COMPTEL PLUS Sensors to Software – The IoT Value Chain Speaker: Michael Crawford, Partner at Q Advisors October 2015

Firm Profile TMT Areas of Expertise

• Founded in 2001 to provide financial advisory services Software and M2M and Internet of • Focused primarily on Telecom, Media and Technology Things (“IoT”) Technology Solutions

• Significant experience in structuring and negotiating M&A and financing transactions for private and public companies: Network Mobility Services ̶ Sell-side and buy-side engagements Infrastructure and Applications Technologies ̶ Debt and equity financings

̶ Strategic financial advisory engagements

• Closed over 150 transactions since inception Hosted VoIP and Unified Managed Services ̶ Total transaction value of approximately $8.0 Communications billion

̶ Global reach and capabilities

• Offices in Denver, CO and San Francisco, CA Collaboration/ Digital Media/Ad- • Team of 15 professionals Conferencing Tech

• Major-bracket experience coupled with boutique attention

2 Q Advisors Select Biography: Michael Crawford, Partner

• Over 20 years investment banking and operating experience at Q Advisors, Level 3 Communications and Prudential Securities

• Primary focus is on telecom, media and technology (“TMT”) industries, with specialization in the following:

 Data Centers

 Internet of Things

 XaaS cloud-based businesses

• B.A. in Economics from Lafayette College., M.B.A. from The Wharton School at the University of Pennsylvania Michael Crawford Partner [email protected] 303-996-3010 (office) 720-299-1764 (mobile)

3 IoT: Perceptions from Respected Business Leaders

Biggest Wave of IT Transformation Yet The Internet will Disappear Information Technology has radically reshaped There will be so many IP addresses, so many competition in waves. Now in the third wave, IT is an devices, sensors, things that you are wearing, things integral part of the product itself. It [IoT] has the that you are interacting with, that you won't even potential to be the biggest wave yet, triggering even sense it. It will be part of your presence all the time. more innovation, productivity gains, and economic Imagine you walk into a room and the room is dynamic. growth than the previous two. And with your permission and all of that, you are interacting with the things going on in the room. Michael Porter Author and Professor, Harvard Business School Larry Page James Heppelman Co-founder and CEO, Google CEO, PTC

Leaders Have Yet to Emerge Wake Up Today as a Software Company The biggest factor is that we haven’t seen exactly what There is a massive business opportunity in using Apple (Homekit) and Google (Nest) and Samsung software to anticipate industrial equipment (SmartThings) and GE (Wink) and other major platforms maintenance needs. Data to garner a one percent will really look like, so figuring out how to play in the change in fuel burn for an airline is worth hundreds of IoT ecosystem is a total grey area. Until that picture millions of dollars. If you went to bed last night as an becomes clearer, identifying where the large companies industrial company, you're going to wake up today will emerge in the [IoT] space is very challenging. as a software and analytics company.

David Tisch Jeff Immelt Managing Partner, BoxGroup CEO, General Electric

4 Internet of Things: Then and Now

• Internet of Things: the network of physical objects that contain embedded technology to communicate and sense or interact with their internal states or the external environment1

 The term “Internet of Things” was first coined 16 years ago to promote RFID technology

 Magnitude of IoT market forecasts over next five years are unprecedented, ranging from 25 to 50 billion connected devices by 20202

First Connected First Commercialized Nest Labs Develops FitBit IPO Devices Created Consumer Product First Product  Wearables  Toaster and coffee  LG’s RFID smart  Later acquired by fitness tracker maker refrigerator Google for $3.2B IPO (NYSE: FIT)

Internet of Things Growth in IPV6 Launch Connected Devices First Coined Connected Devices Potential for to Reach 50B2  Conceived by Kevin  First time number of (2^128TH) new IP  According to IDC, IoT Ashton at P&G devices surpass global addresses, enabling connected “things”  RFID technologies population the future of IoT will account for 60% commercialized of total connected devices by 2020

(1) Gartner (2) Connected Devices by 2020 Gartner (26 billion), Cisco (50 billion), IDC (50 billion)

5 Why Now? Key Enablers of the Internet of Things

1. Low Component Costs 4. Mobility and Proliferation of Smart  Faster, smaller, and improved microprocessors, Devices sensors and cameras  Serve as personal gateway to IoT  Moore’s Law and the affordability of sensors  Operate as hub for connected home, car, health  Improvement in battery life and fitness devices, among others

2. Pervasive Connectivity 5. Big Data Storage and Analytics  Ubiquitous and low cost wireless networks  Ability to process, store, and analyze large sets of  Proliferation of LTE, Bluetooth, mobile data unstructured data connectivity, Wi-Fi and low power alternatives  Infrastructure-as-a-service (“IaaS”) and platform- such as Zigbee and Z Wave as-a-service (“PaaS”) providers offering  Declining bandwidth costs cloud/hosted database services

3. Emergence of Cloud Computing 6. Sophisticated Applications  Reliable and cost-effective cloud computing  Innovation and new use-cases for IoT generated capacity data  Ability to move processing from device to the  Further ways to leverage and monetize data cloud through API’s with an existing CRM, ERP or other best-of-breed software applications

6 IoT Value Chain: Segmentation of the New IoT Paradigm

1. Capture 2. Transmit 3. Manage 4. Analyze

. Product Embedded . Network Infrastructure . Data Collection, Storage . Data Analytics, Control Hardware and Sensors and Connectivity and Middleware and Automation

 Capture, track,  Transmit target data  Manage incoming  Analyze target data to monitor and to and from product target data through control, optimize temporarily store and/or device to computing and and/or automate target data until external storage capabilities, processes eventual retrieval environment for as well as providing a storage and analytics platform for interoperability

7 IoT Value Chain: Capture, Track and Monitor Data

Example Observations

• Manufacturers of industrial equipment embedded with sensors • GE recently developed an IoT platform (‘Predix’) geared to its industries of focus  Strategy spans the Value Chain to create an industry tailored Conglomerates IoT solution

• Providers of the design and/or Segments

- manufacture of sensor technology • Product Embedded • Intel designs and manufactures Hardware and Sensors sensors for embedded applications  Capture, track, monitor and  Recent IoT acquisitions include

temporarily store target Sensor Altera Corp and Lantiq Technology data until eventual retrieval  Horizontal IoT approach

 Players span industrial conglomerates, providers of • Providers of embedded tracking

sensor technology and/or infrastructure and equipment Representative Sub Representative monitoring and tracking • Garmin designs and manufactures equipment GPS enabled products  Origins in automotive segment

 Now designs, manufactures and Tracking Equip. Tracking Monitoring and and Monitoring sells a breadth of IoT wearables

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

8 IoT Value Chain: Transmit Data to External Environment

Example Observations

• Network providers of underlying IoT connectivity (wireless, IP, data networks, etc.) • AT&T’s network alone has over 22

million connected IoT devices Telecom Services Telecom

• Providers of communications Segments • Network Infrastructure - equipment and infrastructure (i.e. and Connectivity cellular modems, gateways, Wi-Fi chips, ports, etc.)  Transmit target data to and • QUALCOMM manufactures Wi-Fi

from product and/or device Comm. enabled chips and modems for IoT Infrastructure

to external environment for and Equipment  Has supplied modems for over storage and analytics 20 million connected cars

 Players span telecom service providers, • Providers of low bandwidth communications equipment Sub Representative network and infrastructure providers and pure play IoT designed specifically for IoT connectivity providers • SIGFOX, a French startup, has developed a low bandwidth, cost efficient network across select Pure Play IoTPlay Pure regions of Europe and the U.S. to enable IoT connectivity

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

9 IoT Value Chain: Manage, Store and Integrate Product Data

Example Observations

• Providers of data collection, processing and storage services • Hortonworks offers enterprise grade data management platform enabling customers to capture,

store, process and visualize data

Database Database Management

• Cloud computing platforms and Segments • Data Collection, Storage - storage vehicles for IoT data and Middleware • Amazon Web Services (‘AWS’) provides scalable data warehouse,

 Manage incoming target IaaS real time data processing and data through computing efficient computing and storage capabilities as • Majority of IoT applications utilize well as providing a platform AWS for interoperability

 Players include database • Providers of cloud middleware,

management providers, Sub Representative unifying IoT applications and IaaS/PaaS providers and devices under single platform cloud middleware providers • Carriot’s PaaS solution enables device connectivity to IoT

database and applications Cloud Middleware Cloud

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

10 IoT Value Chain: Analyze Data and Automate Processes

Example Observations

• Providers of Big Data analytics platforms that visually organize and analyze data trends • Splunk markets itself as a software provider of real-time operational intelligence for IoT  Has made significant inroads

Big Data Analytics Data Big in the industrial IoT

• Providers of data optimization

Segments and control platforms, managed - • Data Analytics, Control by remote commands or and Automation algorithms • IFTTT operates a cloud based  Analyze target data to platform to automate control, optimize and/or performance of IoT connected

automate processes Automation Data products/devices

 Players comprised of Big Data, Data Automation and • Providers of vertically tailored

vertically focused analytics analytics software to analyze, Representative Sub Representative platforms control and automate processes • Streetline operates as a “Smart Cities” IoT company that delivers advanced analytics to solve

IoT Pure Play Pure IoT parking issues Industry Specific Industry

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

11 IoT Transaction Heat Maps – Activity by Segment

Strong IoT transaction velocity – Transmit is an M&A leader and venture laggard

Mergers and Acquisitions 2013 – YTD 2015 Financings (Angel, VC & PE) 2013 – YTD 2015

(1) Excludes 28 out of 92 transactions with undisclosed data (1) Excludes 14 out of 235 transactions with undisclosed data

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions. YTD period through 10/13/2015.

12 IoT Transaction Trends – Activity by Segment

Mergers and Acquisitions; 2013-2015 YTD1 Financings (Angel, VC & PE); 2013-2015 YTD1

Transaction Enterprise Value; billions Financing Round Value; billions

Number of Transactions Number of Rounds

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions. (1) YTD period through Oct. 13th in each year.

13 IoT Value Chain: Select Financial Metrics

Manage and Analyze segments generally have the most compelling ratios

YoY Revenue Growth; CY 2015 Gross Margin: CY 2015

High 5.4% 14.3% 14.1% 19.2% High 57.7% 54.5% 67.3% 73.0% Med 0.0% 8.0% 10.9% 9.9% Med 48.5% 45.3% 62.4% 68.6% Low -3.2% 0.3% -4.3% -3.0% Low 39.8% 35.6% 51.3% 58.1%

EBITDA Margin; CY 2015 Return on Assets1; TTM

High 32.7% 28.0% 30.4% 39.4% High 24.8% 11.9% 19.1% 16.5% Med 23.4% 21.5% 25.8% 22.4% Med 15.7% 9.8% 12.2% 14.4% Low 16.5% 13.3% 24.2% 18.9% Low 12.3% 7.0% 10.9% 10.9% (1) ROA formula is EBITDA/Total Assets. *Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

14 IoT Value Chain: Valuation – Public Trading Comparables

Attractive valuation across the IoT Value Chain – Manage and Analyze receive highest market premium

Trailing Twelve Months – TEV/LTM Total Revenue Trailing Twelve Months – TEV/LTM Total EBITDA

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

15 IoT Value Chain: Valuation – M&A

Capture and Transmit EBITDA multiples exceed public valuations, reflecting appetite for market innovators

M&A 2013 - 2015; TEV/LTM Revenue Representative Transactions

Capture

Dialog buys Atmel for $4.4B at a multiple of 23.6x EBITDA to pursue a market of connected products that need power management

Transmit

High 4.6x 3.6x 5.0x 2.8x Med 3.1x 1.8x 2.6x 2.1x Low 2.1x 1.4x 3.4x 1.9x Deals Disclosed 8 13 3 5 Microchip buys ISSC for $279mm at a multiple of 22.4x EBITDA to expand their capabilities of selling Bluetooth chips aimed at the growing IoT sector M&A 2013 – 2015; TEV/LTM EBITDA Manage

Dell buys EMC for $67.9 B at a multiple of 12.8x EBITDA to add data- storage hardware and data-storage software to their business

Analyze

High 25.5x 20.5x 12.4x 12.5x Med 17.3x 20.3x 12.4x 12.0x Harman buys Symphony Telca for $780mm at a multiple of 13.0x EBITDA Low 15.2x 7.8x 12.4x 11.5x to explore the convergence of cloud, mobility and analytics that play a big Deals Disclosed 7 6 1 2 role in the IoT market *Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

16 Corporate Strategic Investor Activity

High level of corporate strategic investment activity across the value chain, primarily in B2B segments

Corporate Strategic Investments; 2013 – YTD 2015 Strategic Investors Recent Investments

Total Rounds Manage: 3 Capture: 1

Capture: 5 Manage: 2 Transmit: 3 30% Corporate Analyze: 3 Participation Capture: 2 Manage: 1

Analyze: 2 Capture: 1 Manage: 1 Rounds within B2B Rounds within B2C Analyze: 2 B2C Capture: 1 Manage: 1

22 22 68% 32% Manage: 6 B2B Target B2C Target Market Market 47

Manage: 3 Capture: 1

*Based on data from Capital IQ. Companies were segmented by Q Advisors according to their primary functions.

17 M&A Observations and IoT Strategies

M&A within a segment is less risky M&A across segments is more challenging

• Increases scale/scope in areas with similar operational • Entering new, unfamiliar market segments expertise and culture • Moving “up/forward” is probably easier that moving • Comparable valuation and financial metrics “down/backward”

• Example: Qualcomm deepened its connectivity capabilities by • Example: Bosch acquired ProSyst, a software vendor purchasing Wilocity and making multiple strategic investments specializing in IoT middleware, integrating it with its subsidiary across the Transmit category Bosch Software Innovations

M&A for B2C is often different than B2B M&A is often driven by target markets

• B2C companies are more likely to pursue a fully- • Expand within a segment by adding a new vertical/industry integrated, end-to-end or “platform” solution • Functions “lower in the stack” may be more horizontal in • B2B companies may face customer backlash over “closed” nature systems • Example: Kapsch, an end-to-end provider of intelligent transportation solutions, acquired Streetline to expand • Example: Google’s purchase of Nest Labs, an end-to-end customer and geographic reach as well as to expand hardware to software solution to provide a platform for smart transportation product portfolio homes

18 Q Advisors’ Strategic Observations and Considerations

Capture • Dominated by large industry bellwethers • Expansion within segment a key trend • Robust for both M&A and financings  Trading multiples are lower than other segments due to a lack of growth  M&A multiples are significantly higher than other segments, perhaps reflecting the need for inorganic expansion

Transmit • Opportunity for expansion within the segment to create next wave of IoT enabled service providers and across segments to expand into managed services and applications • Most active segment in terms of M&A but the least prolific in terms of financings  Size/maturity of the sector and the financial metrics make it a more compelling M&A than financing story  M&A EBITDA multiples are dramatically higher than trading EBITDA multiples

Manage • Reflects emergence of cloud infrastructure and middleware; interoperability is key to IoT success • Opportunity for expansion across the value chain into Analyze sub-segments • Limited M&A activity, outside of recent Dell/EMC announcement, but several sizeable equity investments  AWS and Rackspace are formidable competitors, which may be causing some companies to avoid the segment

Analyze • Software centric approach to adding incremental IoT functionality and solutions • Analyze has also seen significant M&A and financing deal flow  Trend is reflective of companies “moving up the stack”  Segment is primarily comprised of software companies, consistent with the financial metrics and valuation multiples

19 Appendix Appendix – Public IoT Companies by Segment

Capture Transmit Manage Analyze

• 3M Company • Alcatel-Lucent • Alphabet Inc. (Google) • Fleetmatics Group PLC • ARM Holdings plc • AT&T, Inc. • Amazon.com, Inc. • MiX Telematics Limited • Bosch Ltd • Broadcom Corp. • EMC Corporation • Oracle Corporation • Emerson Electric Co. • CalAmp Corp • Hortonworks, Inc. • SAP SE • Fairchild Semiconductor • Cisco Systems, Inc. • International Business • Splunk, Inc. International Inc. • Digi International Inc. Machines Corporation • Teradata Corporation • Fitbit Inc. • Ericsson • Microsoft Corporation • Trimble Navigation • Freescale Semiconductor, Ltd. • Nokia Corporation • PTC Inc. Limited • Garmin Ltd. • Novatel Wireless Inc. • Rackspace Hosting, Inc. • General Electric Company • Numerex Corp. • Red Hat, Inc. • Honeywell International Inc. • QUALCOMM • Intel Corporation Incorporated • Kapsch TrafficCom AG • Sequans • Microsemi Corporation Communications S.A. • Samsung Electronics Co. Ltd • Sierra Wireless Inc. • Sensata Technologies Holding • SK Telecom Co. Ltd. NV • Sprint Corporation • Silicon Laboratories Inc. • Telefónica, S.A. • Texas Instruments Inc. • Telit Communications • TomTom NV PLC • Zebra Technologies Corporation • T-Mobile US, Inc. • Verizon Communications Inc.. • Vodafone Group Plc

21 Appendix – IoT M&A by Segment (Target)

Capture Transmit Manage Analyze

• Altera Corp • AnyDATA Integrators Inc. • 2lemetry, Inc. • Bitcarrier S.L. • Atmel Corporation Corporation • RivieraWaves S.A.S. • AlertMe.com Ltd. • ColdLight Solutions, LLC • Basis Science, Inc. • ASL Holdings Ltd • Sensinode Oy • Aurelius LLC • COMPASS FLEET • BodyMedia, Inc. • Bluegiga • SimService A/S • Axeda Corp. MANAGEMENT (PTY) LTD Technologies Oy • Ciseco PLC • SkyWave Mobile • Cleversafe, Inc. • Detectent, Inc. • Broadcom Corp • Cobra Automtive Technologies Communications, • Cloudant, Inc. • DriveFactor Inc. • connectBlue AB Inc. SPA • Compose, Inc. • Fielding Systems LLC • Connectem Inc. • Tail-f Systems AB • CSR plc • EMC Corporation • Hart Systems, LLC • In Motion • Vitesse • Dropcam, Inc. • Ionia Corporation • Invati Insights Private Technology Inc. Semiconductor Corp. Ltd. • Energy Micro AS • InfoChimps, Inc. • ISSC Technologies • Wilocity Ltd. • ITR Mobility LLC • Endomondo ApS Corp. • InSync Software, Inc. • Wireless Data • Octo Telematics S.p.A. • Euroscan Holdings, B.V. • Jazz Wireless Data Systems, Inc. • LonoCloud • Omnilink Systems, Inc. • Freescale Semiconductor, Ltd. Inc. • Wireless Logic • Onyara, Inc. • Omnitracs, LLC • General Things, Inc. • JouleX LLC Limited • Orchestrate, Inc. • Pentaho Corporation • Kolor SARL • Lantiq Deutschland • ProSyst Software GmbH • SmartThings, Inc. • Kovio, Inc. • SeeControl, Inc. • lesswire AG • StreetLight.Vision SARL • MyFitnessPal, Inc. • ThingWorx, Inc. • Lumewave Inc. • Streetline, Inc. • Nest Labs, Inc. • Wink, Inc. • Qualnetics Corporation • Mformation • Symphony Teleca Corp. Software • Revolv Inc. • Transics International NV Technologies LLC • Spansion Inc. • ViryaNet Ltd. • Motorola Solutions, • Wireless Maingate AB • Touchstone Semiconductor, Inc. Enterprise Unit • Wabash Technologies, Inc. • Neul Ltd. • Wellkeeper, Inc. • Newport Media Inc. • Xsens Technologies B.V. • Octoblu, Inc • Quintic Corporation • RACO Wireless, LLC • Radio Satellite

22 Appendix –IoT Financings by Segment

Capture Transmit Manage Analyze

• AdhereTech Inc. • Mark One Lifestyle, • AMiHo Ltd. • 2lemetry, Inc. • AgriSight, Inc. • PingThings • Agworld Pty Ltd. • Mechio Inc. • Arrayent, Inc. • Ayla Networks, Inc. • AgSmarts, Inc. • Pivotal Software, • AliphCom, Inc. • MineSense • Davra Networks Limited • Basic6, Inc. • AgSquared Inc. (Jawbone) Technologies Ltd • Electric Imp, Inc. • Carriots S.L. • AirStrip • PokitDok, Inc. • Ambiq Micro, Inc. • Misfit Wearables • Helium Systems, Inc. • ClearStory Data Inc. Technologies, Inc. • Preferred Corporation Networks, Inc. • Amiigo, Inc. • Intellic Traffic Systems • Cloudant, Inc. • aWhere, Inc. • Mobile Devices • Proteus Digital • Basis Science Inc. AG • Cloudera • Axeda Corporation • Narrative AB Health, Inc. • Basis Science, Inc. • Kerlink SA • Crossbar Inc. • Blue Pillar, Inc. • Nest Labs, Inc. • Senet, Inc. • Bot Home Automation, • Kore Wireless • EnterpriseDB Corporation • Blue River Inc. • Omsignal, Inc. Technology Inc. • SmartCloud Inc. • Neul Ltd. • EVRYTHNG Limited • Canary, Inc. • Pebble Technology • Conservis Corp. • Streetline, Inc. • NimbeLink Corp. • Exosite LLC • Digital Lumens, Inc. Corp. • Cyberlightning Ltd. • Telepath Limited • Nimble Wireless • iThings4U GmbH • Dropcam, Inc. • Precision Hawk USA, • Datameer, Inc. • Telogis, Inc. Inc. • Ombitron Inc. • Jasper Wireless, Inc. • Econais Inc. • DN2K, LLC • Thync, Inc. • Rethink Robotics, Inc. • PubNub, Inc. • Konekt, Inc. • Edyn • DroneDeploy • Vehcon, Inc. • Revolv, Inc. • RelySys Technologies • Lucid Design Group, Inc. • enlighted Inc. India Pvt Ltd. • Farmeron Inc. • Vivify Health Inc. • Samsara Networks Inc. • MapR Technologies, Inc. • Estimote, Inc. • SCADA Access, Inc. • Farmer's Business • Wearable • Sensoria Inc. • MongoDB, Inc. Intelligence, Inc. • FiLIP Technologies, Inc. • SIGFOX Network, Inc. • SensorWeb • MuleSoft, Inc. • Fitbit Inc. • Tempered Networks, • Farmlink, LLC • Seraphim Sense Ltd. • Next Big Thing Labs, S.L • Formlabs Inc. Inc. • Granular, Inc. • SimpliSafe, Inc. • Reltio Inc. • GainSpan Corporation • Thin Film Electronics • GreenWave Reality • tado GmbH ASA • TempoIQ Inc. • Grove, Inc. • IFTTT Inc. • TECAT Performance • Treasure Data, Inc. • M2M Solution SAS • Hortau, Inc. Systems, LLC • Waygum, Inc. • Matooma SAS • ihiji, LLC • Texas Energy Network • Cleversafe, Inc. • Mnubo, Inc. • Ineda Systems, Inc. • Thalmic Labs Inc. • Pie Digital, Inc. • Neura Inc. • ingenie (UK) Limited • Theatro • WSO2, Inc. • OnFarm Systems • iRhythm Technologies, • Tile, Inc. Inc Inc. • uBeam Inc. • Keen Home Inc. • ParStream Gmbh • Vigil Locating Systems • LeddarTech Inc. • Physical Graph • Withings SAS Corporation • Lifi Labs, Inc. • W-locate Pte Ltd. • Loksys Solutions Ltd • WHILL, Inc. • MAD Apparel, Inc.

23 Member FINRA | SIPC

COMPTEL PLUS Sensors to Software – The IoT Value Chain Speaker: Michael Crawford, Partner at Q Advisors October 2015

© Q Advisors LLC 2015 All rights reserved. Q Advisors is a world class global boutique investment bank serving public and private companies, private equity firms, entrepreneurs and large multi-nationals in the telecom, media and technology (TMT) sectors.

The information in this Q Advisors presentation is intended strictly for informational purposes only and is not intended to provide, and should not be used in lieu of, financial, accounting, legal or other professional advice, and is provided without charge. Under no circumstance should the information contained herein be construed as a solicitation, offering, or advice to acquire, dispose of, or engage in any financial dealing.