SAMPLE COMPANY PURCHASE PRICE ALLOCATION

1 SAMPLECOMPANYPURCHASEPRICEALLOCATIONARPE GGIOADVISORS, LLCJANUARY7, 2016 PURCHASE PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC1 January 7, 2016Mr. ClientChief Financial OfficerSample Client CompanyAtlanta, GA 303 XXAllocation of the Fair Value of the PURCHASE PRICE of SAMPLE COMPANY , LLC for Financial Reporting PurposesDearMr. Client:Atyour(the Client s)request,ArpeggioAdvisors,LLC( Arpeggio )haspreparedtheattachedvaluationanalysis andreporttoassistyouwiththefairvalue( FV )allocationofthepurchasepriceofSampleCom pany,LLC( SampleCompany orthe COMPANY ' )ona non-controlling,non-marketablebasis. Thisvaluationanalysiswaspreparedwithanef fectivedateofFebruary14,2014(the ValuationDate ).Weperformedthevaluationanalysisforpurp osesoftransferplanningandreporting. Thestandardofvaluetobeappliedinourvaluat ionanalysisis fairvalueTheterm fairvalue is definedperAccountingStandardsCodificatio nTopic820,FairValueMeasurements:..the PRICE that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement valuation is based on the going concern premise of value meaning that the business will continue to operate as an ongoing PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC2 Ourvaluationconsiders,amongothers,thefac torsdescribedinRev.

2 Rul. 59-60(the Rev. Rul. ). TheRev. closelyheldbusiness,includingthefollowin g: Thehistoryandnatureofthebusiness; Theeconomicoutlookingeneral,andthecondit ionandoutlookofthespecificindustryinpart icular; Thebookvalueofthestockandthefinancialcon ditionofthebusiness; Theearningscapacityofthebusiness; Thedividend-payingcapacityofthebusiness; Whetherornotthebusinesshasgoodwillorothe rintangiblevalue; Salesofthestockandthesizeoftheblocktobev alued; and Themarketpricesofstocksofcorporationseng agedinthesameorsimilarlineofbusinesshavi ngtheirstocksactivelytradedina freeandopenmarket, , CERTIFICATION AND NATURE OF THE AND ECONOMIC TO AND PURCHASE PRICE OF AND LIMITING CONDITIONSAPPENDICESP urchase PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC3 Basedontheassumptionsandlimitingconditio nsasdescribedinthisreport,aswellasthefac tsandcircumstancesasoftheValuationDate,w edeterminedtheappropriateallocationofthe fairvalueofthepurchasepriceofSampleCompa nytobe(ScheduleA- 1):Distributionofthisletterandreportandi tsassociatedresults,whicharetobedistribu tedonlyintheirentirety,areintendedforand restrictedtotheClientforfinancialreporti ngpurposes,andmayalsobedisclosedtotheCli ent sfinancialstatementauditor.

3 Thisletterandaccompanyingreportarenottob eused,circulated,quoted,orotherwiserefer redto,inwholeorinpart, ,theobjectiveofwhichisanexpressionofanop inionregardingthefairrepresentationoffin ancialstatementsorotherfinancialinformat ion,whetherhistoricalorprospective, ValueNet WorkingCapital$394,559 Deposits$3,677 Customer Relationships$1,126,000 Trademarks/Trade Names$79,000 Goodwill$3,228,764 PURCHASE PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC4 Weexpressnoopiniononandacceptnoresponsib ilityfortheaccuracyandcompletenessofthef inancialinformationorotherdataprovidedto usbyothers. Weassumethatthefinancialandotherinformat ionprovidedtousis accurateandcomplete, copyofthisreportandthedetailedworkingpap ersfromwhichit waspreparedhasbeenretainedinourfiles. If youhaveanyquestionsconcerningthisvaluati onreport,pleasecontacttheundersignedat(7 70) ,[DRAFT]_____Arpeggio Advisors, LLCM ichael S. Blake, CFA, ASA, ABAR, BCAP urchase PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC5 Appraiser CertificationI certify that, to the best of my knowledge and belief: The statements of fact contained in this report are true and correct.

4 The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions. I havenopresentorprospectiveinterestintheb usinessorpropertythatis thesubjectofthisreport,andIhavenopersona linterestorbiaswithrespecttothepartiesin volved. My compensation is not contingent on any action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. Myanalyses,opinions,andconclusionswerede veloped,andthisreporthasbeenprepared,inc onformitywiththeUniformStandardsofProfes sionalAppraisalPracticeoftheAppraisalFou ndationandthePrinciplesofAppraisalPracti ceandCodeofEthicsoftheAmericanSocietyofA ppraisers. ThisreportwaspreparedbyMichaelS. Blake,CFA,ASA,ABAR,BCA. Inthepastthreeyearspriortothisengagement ,ourfirmhasreceived$0 S. Blake, CFA, ASA, ABAR, BCAP urchase PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC6 Executive SummaryEngagement SummaryMr.

5 Client,ChiefFinancialOfficerofSampleClie nt( SampleClient )engagedArpeggioAdvisors,LLCtoperformana llocationoffairvalueofthepurchasepriceof SampleCompany,LLC( SampleCompany ,orthe COMPANY ).Weissuedourreport,subjecttocertainterm sandlimitingconditionsdescribedelsewhere ,onJanuary7, of ValuationIntangibleassets acquired in the acquisition of SAMPLE COMPANY , including goodwillStandard of ValueFairvalue ( FV ) per Accounting Standards Codification topic 820, Fair Value of ValueIn continued operation as a goingconcernEffective Date of Value (the Valuation Date )February14,2014 Value ConclusionTheconcludedvaluesoftheCompany sintangibleassetswereasfollows: CustomerRelationships- $1,126,000 Trademarks/Tradenames- $79,000 Goodwill- $3,228,764 Intended Users of the ReportTheClientanditsfinancialandlegalad visors, PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC7 Sources of Information Considered or Used Audited historical financial information from January 1, 2010 through February 14, 2014; 2014-2020 financial projections prepared by the Client; Discussions with SAMPLE Client s Chief Financial Officer.

6 Data from Capital IQ information service provided by Standard & Poor s; Industry data from IBISW orld for Business Analytics and Software Publishing in the March 2014; Duff & Phelps LLC s 2014 Valuation Handbook: Guide to Cost of Capital ; Duff & Phelps LLC s 2014 Valuation Handbook: Industry Cost of Capital ; Royalty data from RoyaltySource; Economic data from "National Economic Report February 2014" as published by KeyValueData ; and Other sources as stated in the body of this report and the attached schedules. Inaddition,wereviewedappraisalliterature andcourtdecisionsregardinglackofcontrola ndlackofmarketabilitydiscounts,aswellasv ariousbusinessappraisalarticles, PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC8 Definition of Fair ValuePer Accounting Standards Codification Topic 820, Fair Value Measurements: ..the PRICE that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC9 Overview of Information ConsideredInternal Revenue Ruling 59-60 states that all relevant factors must be taken into consideration when valuing a business, including: Thehistoryandnatureofthebusiness; Theeconomicoutlookingeneral,andthecondit ionandoutlookofthespecificindustryinpart icular; Thebookvalueofthestockandthefinancialcon ditionofthebusiness; Theearningscapacityofthebusiness; Thedividend-payingcapacityofthebusiness; Whetherornotthebusinesshasgoodwillorothe rintangiblevalue; Salesofthestockandthesizeoftheblocktobev alued.

7 And Themarketpriceofstocksofcorporationsenga gedinthesameorsimilarlineofbusinesshavin gtheirstocksactivelytradedinafreeandopen market, PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC10 About SAMPLE COMPANY , LLCB usiness ,theCompany ssolutionshelpeditsclientsmanageinternal andexternalperception,implementqualityan dprocessimprovementinitiatives, limitedliabilitycompanyinConnecticutTarg et MarketsTheCompany and Personnel (resumes included in appendix)Notapplicable ,2014fortotalconsiderationof$4,832, PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC11 Financial OverviewAnimportantstepinthevaluationofa nycompanyis ananalysisofitsperformanceovertime. Pastsalesandearningsgrowthcanprovideanin dicatoroffuturegrowthandcanputthecompany 'scurrentperformanceinanhistoricalcontex t. Inaddition,a comparisonofacompany skeyfinancialratioswiththoseoftherelevan tindustrycanprovideusefulinformationrega rdingacompany PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC12 SAMPLE COMPANY Historical and Projected Income Statements $(3,000,000) $(2,000,000) $(1,000,000) $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,0002010201120122013 TTM20142015(F)2016(F)2017(F)2018(F)2019( F)2020(F)RevenueEBITDAThe COMPANY was breakeven 2014.

8 The COMPANY planned significant technology investments in 2015, laying the foundation for future growth. See Schedule B-1 for additional PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC13 SAMPLE COMPANY Historical Balance Sheets $- $100,000 $200,000 $300,000 $400,000 $500,00020102011201220132014 Current and Noncurrent AssetsCurrent AssetsNoncurrent Assets $(100,000) $- $100,000 $200,000 $300,000 $400,000 $500,00020102011201220132014 Current AssetsCash, Cash EquivalentsTrade Accounts Receivable, netOther Current Assets $- $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,00020102011201220132014 Capital StructureDebtEquity $- $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,00020102011201220132014 Debt-free Net Working CapitalPurchase PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC14 See Schedule B-2 for additional Analysis The COMPANY was revenue positive and below breakeven as of the Valuation Date.

9 Forecasted losses were in contemplation of investments that the COMPANY planned for building out technology and expanding the sales force. Other current assets was largely comprised data sources and sundry inventories. The COMPANY was roughly breaking even on its operations. The COMPANY appeared to have sufficient short-term liquidity as of the Valuation Date. The COMPANY s financials largely appeared as would be expected of an emerging software technology PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC15 Industry and Economic , PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC16 Industry Summary The COMPANY was a participant in the Business Analytics and Enterprise Software Publishing Industry. The industry was a $ billion industry in the The industry was in a mature-growth phase. Statistical and predictive analysis software (applicable to the COMPANY ) represented 13% of the market. The industry was highly concentrated, with market leaders were IBM, Microsoft, SAP and Oracle representing over 80% of the market.

10 Barriers to entry into the industry were low. Niches and vertical specialization (such as healthcare) were important PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC17 Industry DriversDriverExplanationOutlookCorporate profitProfits motivate investment in in computers and softwareIncreasing reliance on technology drives forthe investment management industryThe industry needs to increase investment in record on the 10-year treasury noteLowerinterest rates makes financing acquisitions less from health and medical insuranceNew regulations require healthcare companies to make new investments in PRICE ALLOCATION of SAMPLE COMPANY by Arpeggio Advisors, LLC18 COMPANY Success DriversFactorExplanationCompanyEase of useEaseof use facilitates customer technology adoptionAdoptingnew technologies quickly offers a competitive advantage. SAMPLE Client had plans to make several acquisitions as of the Valuation marketprofileReputation canoffset technology risk.