Investment Criteria

GENERAL CRITERIA

The Waterfield Private Equity Fund(s) I, II, & III; as well as Waterfield Financial and The Waterfield Family Office, invest in conservatively run companies with strong free cash flow, proven management, and a platform we believe can add value to the global economic community. We prefer basic businesses with a few years of proven, conservative growth. We avoid companies that are growing too fast. We believe slow and steady makes the race. EBITDA has typically been in the $5 to $50mm range. Honest, ethical, hard-working management is a must. We research reputation extensively before we buy. We will pay slightly above market for achiever-oriented cultural strength. By mandate, we are required to purchase 51% or more of the consolidated operation. We strive to be a good partner to existing management, are passive with regard to general managerial issues, and work hard to help our CEOs and their families’ realize their vision. We have no defined exit plan and tend to own companies for generations. Waterfield has a strong track record of investing in a wide variety of companies. We entertain serious sellers only.

WATERFIELD GROUP

Waterfield Group, established in 1928 in a small office in Fort Wayne, Indiana, is today one of the largest and most well-regarded private financial service organizations in America. Based primarily in Los Angeles and New York City, Waterfield has investments in over eighty different entities, and networked operations spanning over 50 countries in North America, Latin America, Western Europe, South America, Asia, Africa, and the Middle East. Waterfield conducts business according to The Waterfield Way^TM, a time-honored cultural tradition we believe has been the foundation of our success.

GOALS

Waterfield’s investment timeframe is forever. We work to grow book value at a reasonable pace with no exit in mind.

OUR INVESTMENT HISTORY

Waterfield has been investing in the success of American enterprises since 1928. The following list is a sample of investments Waterfield has made in the past:

CONTACT INFORMATION

If you are interested in selling your company to Waterfield, please send a one-paragraph description including EBITDA, number of employees, and headquarters location to: wwm@waterfield.com.

WATERFIELD

Waterfield is a global investment management company. Waterfield also operates several small businesses in The United States and abroad. For more information, please visit www.waterfield.com.

THE WATERFIELD WAY™

Waterfield Enterprises conduct business according to The Waterfield Way, a time-honored cultural tradition we believe has been the foundation of our success: 1. We have high ethical standards. Our reputation is everything. We take it seriously. 2. We start with good people. We interview thoroughly and only add to our team after a thoughtful examination. 3. We strive for excellence. No employee is satisfied with average work. 4. We focus. Our mission is to add value in the areas of financial services and financial technology. 5. We prioritize our customers. We do the research required to find the best value for our customers and we go above and beyond when it comes to service. 6. We prioritize our shareholders. We manage our business to create shareholder value. 7. We prioritize our employees. We manage our business to create meaningful lifestyles. 8. We take pride in our work. We believe that every product we offer improves society. 9. We work smart and we work hard. We prioritize and we pay attention to detail. 10. We are proactive. We work, every day, to get a little bit better. 11. We exceed expectations. 12. We are honest with ourselves. We quantify, measure, track, and evaluate constantly. We search for our weaknesses in a tireless fashion, confront them, and take action to fix them immediately.

DISCLOSURES

This information is privileged and is intended solely for the use of the individual or entity to which it is addressed, and may not be re-distributed by such individual or entity. If you are not the intended recipient of this information, you are hereby notified that any dissemination, distribution, copying, or action taken in relation to the contents of this document is strictly prohibited and may be unlawful. If you have received this information in error, please notify us by email at compliance@waterfield.com and immediately and permanently destroy the original along with any copy Any 3rd party information contained herein was prepared by sources deemed reliable, but is not guaranteed. This is not an offering of securities.