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EFiled: Jun 01 2016 04:20PM EDT
Transaction ID 59082410
Case No. 12297-VCS
12297 - VCS
REDACTED
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Transaction ID 59082410
Case No. 12297-VCS
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Michael G. Gaynor, CEO, BidClerk, Inc.
14th
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EXHIBIT C
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C LL W Y Management PresentationCincinnati, OH
08/20/14
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Today’s Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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01INTRO SLIDE CALLAWAY
SECTION ONE
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Strength of the CombinationData Leader:• Geographic Reach
• Timely, Accurate & Actionable
• Broad & Deep Coverage withDocs
Technology Leader:• Process Improvement SaaS
• Integrated Data Collection
• Integrated & Efficient BackEnd
Network Effect:• Improved Data Analytics
• Enhanced Sales Effectivenes
• Unique Customer SourcedData
Large Addressable Market:• Growing BPM Offering
• Competitive Advantage
• Low Cost Provider
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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iSqFt Company History
2000 Dave Conway joins iSqFt as CEO with 5 employees and approximately $268,000 of revenue
Rebranded Construction Software Technologies to “iSqFt”
Created the first Web-based preconstruction software solution
2001 Secured strategic national partnership with the Associated General Contractors of America
2011 Surpassed 200,000 cumulative registered users on the iSqFt Network
Introduced new cloud-based technology platform designed for scalability and extensibility
2012 Established national footprint with presence in 50 states
2014 Approximately 600,000 cumulative registered users on the iSqFt Network
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Leading Pre-Construction Collaboration Network
General ContractorsDocument Management,
Contact Management,
Communication, Bidding,
Prequalification, Project
Leads, Takeoff Project OwnersDocument Management
Contact Management,
Communication, Bidding
Architects & EngineersDocument Management
Contact Management,
Communication, BiddingSuppliers & Distributors
Project Leads, Network
Promotion, Takeoff
ManufacturersLead Management,
Network Promotion,
Advertising, Report
Management, Takeoff
SubcontractorsNetwork Promotion,
Project Leads, Lead
Management, Takeoff
A vibrant marketplace of 600,00registered users, is comprised of
general contractors,
subcontractors, manufacturers,
suppliers and distributors,
architects and engineers, and
project owners
The iSqFt Network
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Compelling Value Proposition
Value Proposition for General
Contractors
Value Proposition for
Subcontractors
Value Proposition for
Manufacturers
Industry’s Largest
Proprietary User
Network
Ability to identify, source and
manage subcontractors
Drives competition on
subcontractor bids
Ability to actively identify and
bid for projects
Promote work profile to receive
invitations to bid
Access largest network of
industry professionals and
decision-makers for potentia
sales
SaaS Collaboration
Platform
Manage bids and bidding process
online
Upload and distribute project
plans and specs
Control access to project data
Contact and bid for projects
online
Increase ease of
prequalification process
Auto-search opportunity leads
Discover and connect with
general contractors and proj
owners
Receive requests for quotes
from contractors
Rich Data Set of Project
Information
Identify and win new projects
Track and receive updates from
vendors
Access project data and
detailed plans and specs to
make accurate bids
Receive automated daily emails
with project updates
Access project data to identi
customers and construction
project needs
Generate custom reports on
competition
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BidClerk Company History
2002 Formed as Builders Information Group with VC by Adobe Ventures & Archie Cox
‘02- ‘03 Developed information infrastructure to support low cost product / long-tail model
2004 BETA live in Chicago Metro. Ramped to New York, D.C. / Baltimore, L.A. & San Francisco
2005 Name changed to BidClerk and achieve National coverage
2010 Launch of outbound sales organization for Contractor market / initiated movement upstre
2012 Launch of Enterprise product for Building Product Manufacturers
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Compelling Value Proposition
Value Proposition for Subcontractors Value Proposition for Manufacturers
Track and Analyze Easy to use platform and search features to quickly
find projects
Download and review project plans, specifications
and addenda
Identify key contacts, track them and receive emailalerts when they are bidding a project
Analyze specification rates
Understand trends over time by territory, USA
Canada
Identify key contacts and their specification
preferences User-generated results
Unique Features &
Functionality
Expanded 3 state territory in base subscription.
Reach contractors during the bid phase and send
an automated message about your firm
Email project highlights directly from BidClerk.com
Share notes with other users about a project
Automatically connect with architects, enginee
and bidders through Architect Direct
Tag projects with unique search identifiers
Download projects and contacts
Easy and fast user interface
Rich Data Set of Project
Information
Identify new public and private projects and
contacts to win bids
Detailed description of bidding projects with
solicitation #, verified bidders, awards
Easy to use platform and search features to quickly
find projects
Focus on Private construction
Complete contact information with emails and
LinkedIn connections
Robust searching of project and document
Extensive planning information
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Today’s Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
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02Operations Overview
SECTION TWO
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iSqFt Table of Contents
Products, Services and Technology
Sales organization and go-to-market strategy
Content managementProduct development
Technology infrastructure
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iSqFt for General Contractors
SaaS Application for Preconstruction
Process Improvement Tools
Communication Management
Document Management
Subcontractor Data Management
Prequalification Management
General Contractor Statistics
Market leader with more than 1,400 general
contractor enterprise subscribers
Over 53,000 user-generated projects over the
last twelve months Approx. $6M recurring revenue
Load Projects /
Document Management
Identify Subcontractors
/ Contact Management
Invite
Subcontractors to
Bid
Prequalify
SubcontractorsManage Bids
Create new projects on
iSqFt Network
Upload plans, specs,
schedules, addenda and
any other documents
Access the largest
database of
subcontractors in the
industry
Invite known
subcontractors to
review project info
Use iSqFt’s
prequalification system
to review subcontractor
credentials
Save and manage
qualified subcontractor
contacts
Send invitations to bid
(ITBs) to selected
subcontractors through
the iSqFt Network
• Manage and control
access to project data
Communicate project
updates
Receive & review bids
Notify awarded parties
General Contractor Preconstruction Management Process
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iSqFt for Subcontractors
Local Market Network Access
Plan Room Access
Targeted Promotion During GC Vendor
Selection Process
Proactive Keyword Search
Centralized Prequalification Form
Integrated Takeoff Tool
Subcontractor Statistics
More than 9,300 subcontractor customers
Approximately 40.5 million invitations to bid
received in the past 12 months
Approx. $22M Recurring Revenue
Discover Projects Prequalify for Projects Submit Project BidsDigital Takeoffs Win Work
Browse iSqFt’s list of local
data projects; or set up
custom automatic searches
based on personal
preferences
Receive invitations to bid
from general contractors
Submit data and credentials
to complete individual
project prequalification
requirements
Complete iSqFt’s universal
prequalification
View and download
detailed plans and
specifications from the
project listing
Use iSqFt’s Takeoff tool to
take accurate
measurements straight
from the digital data
Submit bids for work
through information
provided by iSqFt’s online
interface - general
contractor bidders and/or
project owner
Receive notifications of
winning bids through the
iSqFt Network
Connect with general
contractor to receive future
work and become eligible
for private projects
Subcontractor Lead Management Process
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iSqFt for Manufacturers
Sales Lead Identification
Project Bid Data
Proactive Keyword Search of Data
Electronic Delivery of Qualified Leads
CRM Compatibility
Network Activity Reporting
Sales and Design Team Reporting
Building Product Manufacturer Statistics
Fast-growing market entrant with more than
700 building product manufacturer
subscribers.
Approx. $7M recurring revenue
Specify Lead CriteriaSearch Bid Data For
MatchesPromote Products
View Construction
Project DataRun Reports
Input criteria for potential
customers into the iSqFt
system
Utilize iSqFt’s search
functionality to find project
bid data from potential
construction market
customers
View and download
detailed plans and
specifications from the
project listing
Identify customer needs by
viewing detailed plans and
specifications
Promote and advertise
construction products to
prospective customers with
identified needs
Access custom iSqFt sales
and design reports to
identify the latest trends
and needs of customers to
adjust future strategy
Manufacturer Sales Opportunity Process
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iSqFt Sales Organization
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iSqFt Commission Philosophy (New Sales)
• Sales plans vary by line of business:
– Subcontractor Sales
• Reps - Monthly commission based on cash receipts & new booking value in a month (100-150% Leverage)
• Sales Managers - based on Team ACV (30% Leverage)
– General Contractor Sales
• Reps - Monthly commission based on ACV (70-125% Leverage)
• Sales Managers - plan is based on new unit/dollars and retention dollars/sales(30-50% Leverage)
– Manufacturing Sales
• Reps - Monthly commission plan based on ACV bookings & cash receipts each month and new renewal contracts (7
125% Leverage)
• Sales Managers - based on Team ACV (30-50% Leverage)
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iSqFt Go to Market (Sales)
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iSqFt Total ACV – Jan-Jul (i4S Only)
Jan-Jul '12 Jan-Jul '13 Jan-Jul '14
Cold Call
Takeoff
Email Marketing
Corporate Websi
Call In
Application
Improvements driv- Achieve Global
- Gray Space Ana
- Marketo
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iSqFt Ramp of New Sales Hires
• Sales team members given a comprehensive onboarding that includes: – History and overview of iSqFt
– Industry and Product training
– Salesforce/Reporting
– 6 facets of prospect relationship building
– Guided shadowing of overall process and workflow – Sales process training, Achieve Global
– Partner with Sr. Team Lead to master engagement skills, Mentor/Mentee
– CEO Roundtables
• Sequence of milestones from Lead Generator role into Sales Role: – Maintain an Average of 60 dials per day for 60 days
– Maintain an average of 6 Demos scheduled per week average for at least 30 days
– 25% demo completion per week average for at least 30 days
– Minimum of 2 complete demonstrations per week average for at least 30 days
– Have completed a minimum of 10 trial setups for the team lead
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iSqFt Table of Contents
Products, Services and Technology
Sales organization and go-to-market strategy
Content managementProduct development
Technology infrastructure
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iSqFt Efficient Content Sourcing Model and Quality
Sources of Content Proprietary Content from
General Contractor Network
Largest Network in Market,including over 1,500 GC
locations
Leading GCs, including 26 of
the ENR Top 50, as well assmall and mid-sized GC
In contrast to its competitors,
26% of all content is user
generated, with up to 35% inmature markets
Market reporters maintain
relationships with architects,engineers and project owners
to capture public projectinformation
Leverage strategic
partnerships in local markets
to ensure the most up-to-dateproject information
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iSqFt Market Leading Content and Proprietary Data
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iSqFt Research Staff
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iSqFt - Research Team Structure
Director of Market Reporting
Market Development MgrMarket
Reporting Mgr
Formatting POC Market Lead
Reporter II BC BCC Civil Report I
Reporter III
Quality Mgr
QualityAnalysts
Partners Offshore
EPV Team
Data AnalystReprography
Mgr
ReprograpPartneSuppor
EfficiencyApplication
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iSqFt Content Collection Process w/touches
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iSqFt Cost per Public Project Acquired
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iSqFt Table of Contents
Products, Services and Technology
Sales organization and go-to-market strategy
Content managementProduct development
Technology infrastructure
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iSqFt Product Management & Marketing
Henry Purdy
CMO
Sub PM
GC PM
BPM PM
UserExperience
PM
SalesforceAdmin
ContentMgr
Communications Mgr
Marketing
Mgr
DigitalMarketing
Mgr
SystemsAdmin
SystemsAdmin
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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iSqFt Product Development ProcessIdea
Market
Requirements Doc
Captures high-level
objectives &
requirements
Document Includes: Background
Objectives:
Benefit to business
Revenue Opportunity
Identified Research
Go-to-Market
Considerations (Sequencing)
Success Criteria
Factors & Considerations
Preliminary Scope Estimate
(Sm/Md/Lg) & Category
(SaaS, Ntwk, Content,
Backend)
51 2 3 4
Quarterly Release Schedule Six 2-week sprints
Opportunity to reprioritize all efforts gated past
FRD review before each sprint
End of Sprint 4: Release Planning
R e l e a s e
P r e p
Functional
Requirements Doc
Designed for 1 – 4 weeks
of effort
Research to determine
more detailed
requirements
Development spike may
be identified to achieve
desired research
Includes: Key Use Cases
Key Screens (wireframes
and/or prototypes)
Key Metrics & Reporting
Est. of Effort (man-sprints)
Go-to-Market Timing, Beta
Opportunities
MRD
Review
FRD
Review
3 Months
R e l e a s e
R e l e a s e
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iSqFt Product Roadmap
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Product Delivery Organization
Alex Hart
CTO
DevelopmentManager
SoftwareEngineers-14
ExternalEngineers-3
Co-op Program-2
Quality Manager
QualityAssuranceAnalysts-5
QAA & TestingAutomation
Engineer
System Analyst
Director ofInfrastructure
System Admin-3
Operations - 3
DBAs-5
Support-2
ApplicationArchitect
ApplicationArchitect
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“Platform 2.0” Technology Stack
Microsoft, COTS, and Open Source
Microsoft
Windows 2008+2012, IIS, MSMQ
.NET, ASP.NET MVC SQL Server 2008
Leverage best in class open source
where possible, some with commercial
support
Sencha ExtJS
NServiceBus
Nhibernate
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Physical Infrastructure - Multi-Site Data Centers
Colocation hosting in Tier 3, SSAE 16 data
centers (Cyrus One)
DR and HA via geo-dispersed clusters
Leverage in-house expertise and third party
support to extend life of equipment, keeping
costs below “cloud”
Active/Passive Database and File storage
Redundant network paths
Active/Active Multisite App Servers
~76 Physical Servers, ~338 Virtual
~350 TB Storage
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Today’s Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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03Operation Overview
SECTION THREE
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BidClerk Table of Contents
Products, Services and Technology
Sales organization and go-to-market strategy
Content managementProduct development
Technology infrastructure
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BidClerk for Manufacturers
Sales Lead Identification
US & Canadian Project Lead Data
Searchable Data & Documents
Visual Analytics
Multi-format data feeds
Marketing tools (Architect Direct)
Building Product Manufacturer Statistics
Launched in 2012
Fast-growing market entrant with more
than 350 building product manufacturer
enterprise subscribers
$4M Total Contract Value
Specify Lead
Criteria
Searchable
Documents
Promote
Products
View
Construction
Project Data
Multi-format
data feeds
Multi-field faceted
search delivers
instant results
Smart & exact
keyword search
Pinpoint specific
keywords in the
plans and specs of a
project by searching
for specialized words
or phrases, such as a
product or a
competitor.
View and download
detailed plans and
specifications from
the project listing
Identify customer
needs by viewing
detailed plans and
specifications
Automatically send
emails to project
architects and
engineers in their
design stages
Integrate BidClerk's
leads directly into your
systems through
customizable import
and delivery methods to
meet the needs of your
organization.
CSV, XML, PDF
Manufacturer Sales Opportunity Process
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Sales Lead Identification
US & Canadian project lead data
Plans & specifications
Access to key decision makers
Key trade & project details
Marketing tools (Bidders directory)
Contractor Product Statistics
15.5k active subscribers
Recurring subscriber revenue of $14.6M
US & Canadian
project lead
data
Plans &
specifications
Searchable
trade details
Access to key
decision makersBidders
Directory
Project database
with over 500k
projects
2k new and
updated projects
per day
Keyword searchable
documents
Download the exact
files that you need.
Over 300k contacts
Detailed contact
data
170k companies
Keyword search
Multi-field faceted
search delivers
instant results
Network with
bidders on projects
using our Bidders
Directory.
Contractor Sales Opportunity Process
BidClerk for Contractors
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Subscription Products
3 day trial
25 page views
Bidders
Directory
1 state
Trial Contractor Enterprise
100 page views
Bidders Directory
Plans & Specs
(additional fee)
Searchable Plans & Specs
(add. fee)
3 states
Architectural Directory
Bidders Directory
Searchable Plans / Specs
XML Delivery
Dedicated Customer Care
Customizable region
access
Spec Analytics
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Sales & Service Team Structure
VP of Sales
SalesManager
Sales Reps
SalesManager
Sales Reps
Sources
Web Leads Cold Calling Reactivations
VP of BuildingProducts Group
Director of Sales
Sales Reps
Director of Sales
Sales Reps
Sources
ExistingRelationships
Cold Calling Trade Shows
Contractor Sales Enterprise Sales
Director ofCustomer
Service
ContractorTeam Lead
Contractor
CS Reps (6)
EnterpriseTeam Lead
Enterprise
CS Reps (3)
Service Team
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
http://slidepdf.com/reader/full/verified-complaint-exhibits-redacted 245/308
BidClerk Contractor Sales
• Compensation philosophy
– Commission paid on actual cash collected less any refunds during current month.
– Revenue categorized by New or Recurring
– Designed to drive new sales
• Go to market strategy
– Focused on commercial construction participants
– Lead Generation focused primarily on:
• Web Registrations: average 2895 per month for 2014 (total of 172,908 in database)
• Reactivation of Inactive accounts
• Leads automatically assigned via our assignment engine
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Contractor Sales
• Inside Sales Organization Productivity Metrics
– Extremely “activity based” selling organization
– Average monthly headcount of selling Reps
• Average calls per customer conversion
• Average product demos per Rep per Day• Average Sales per Rep per Day
• July 2014 pipeline
• New hires / training program
– Sales training program runs 3.5 days
– Paired with a senior representative
– Call monitoring
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Manufacturer Sales
• Compensation philosophy
– Monthly target comprised of a new business goal and renewal dollars.
– Averages per outside sales representative.
– The goal of the compensation plan is to reward/incentivize new business performance
and sell sticky business with a high probability of renewal.
• Go to market strategy
– Direct solicitation targeting the top BPMs nationally
• Averaging on-line prospect demonstrations per month
• Inside Sales is expected to make engagements per day
• Trade shows
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Manufacturer Sales
• Manufacturer Organization Productivity Metrics
– Pipeline Total (remainder of year) -
– Peaks in December -
• Sales Cycle – The sales cycle for Enterprise lasts several months and in many cases requires a trial of our service.
– Prospecting, prospect qualification, presentation, trial, analyze feedback
• New hires / training program
– Hands on training with senior sales representatives
– Paired with a senior representative
– Responsible for quota by week 5
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Table of Contents
Products, Services and Technology
Sales organization and go-to-market strategy
Content managementProduct development
Technology infrastructure
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Research Staff
Offshore Lead Generation Team
• 39 researchers and 5 supervisors
• Focused on providing leads for our U.S. based
research team• Leads are primarily based upon web research
from sources managed in U.S.
• Sources include municipal planning and zoning,
press articles, and government agencies
• Information is entered into our CRM system for
processing in the U.S.
• Exclusive vendor relationship
Research Team
• Research teams are comprised of 7 teams with
direct supervisors
• Each team is dedicated to a specific U.S. regionor vertical market segment.
• Research specializations include regional bid,
national retail bid, public / government sector
reporting and project lead updating
• Each team has dedicated researchers who
develop relationships with developers,
architects, and general contractors
• Content is overseen by team leaders / associate
editors and assistant team leaders / editorial
coordinators
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Research Team Structure
VP of InformationServices
Research Manager
RegionalTeam A
RegionalTeam B
RegionalTeam C
PublicTeam
NationalTeam
Associate Editors
Editorial Coordinators
National BidReporters
ArchitecturalReporters
Bid ReportersPublic DataReporters
ResearchReporters
DocumentsTeam
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Offshore Staffing
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Reporter Roles
Document Team
•Process documents for correctlabeling and trade classification
Research Reporter
•Research via phone, internet,and email
•Researches new unpublishedleads
GC Bid Reporter
•Research via phone, internet,and email
•Projects from general contractors
Public Data
•Research via phone, internet,and email
•Projects from governmententities
Architectural
•Research via phone, internet,and email
•Projects from architects
National Bid
•Research via phone, internet,and email
•Projects from national ownersand GCs
Editorial Coordinator
•Training
•Quality Assurance
•Assists associate editor
Associate Editor
•Quality Assurance
•Responsible for all contentpublished in their designatedregion / segment.
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Growth by Project Category
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk Research Team – Cost Per New Project
2010 2011 2012* 2013
New Projects
Cost Per Project
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Research Team – Cost Per Project Update
2010 2011 2012 2013
Project Updates *
Cost Per Update
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Table of Contents
Products, Services and Technology
Sales organization and go-to-market strategy
Content managementProduct development
Technology infrastructure
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
http://slidepdf.com/reader/full/verified-complaint-exhibits-redacted 258/308
BidClerk – IT Organization
CIO
Sr. Developer/ Linux Admin
DatabaseAdministrator
Data Analyst
ProjectManager
BusinessAnalyst
QualityAssurance
Web Design -UI/UX
Software Dev.Manager
Sr. SoftwareDeveloper
SoftwareDeveloper (3)
IT Organization FTE’s
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Fully-Integrated Single Backend
& Data Collection Solution
ingle Platform Management Solution for
ales, Customer Support, Editorial, Financial,
& Operations
ully Customizable Interface, Assignments,
& Reporting Framework
asily Integrated with third-party applications
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
http://slidepdf.com/reader/full/verified-complaint-exhibits-redacted 260/308
BidClerk – Product Development Process
Define Project
Objectives &
Scope
Construct Initial
PlanFinalize Plan Execute Plan
Close Project
• Project purpose isverified
• Detai led pro ject
objectives
developed• Scope is determined
& sub-projectscreated if necessary
• Organize Teams• Divide Work• Estimate Durat ion
• Clearly defineobjectives, timeframe, and
deliverables
• Commence work basedon plan changes
• Re-analyze Current
Status• Continue with cycle until
project is complete
• Make adjustments to help
reduce risks,accommodate scopechanges & to compensate
for activities that have notoccurred on schedule
• Analyze progress• Project evaluat ion
reports addressing
concerns
• Archive Project Materials• Final Project Report including “Ways to Improve”
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk – Development & Deployment Process
• Development process
• Agile development process
• Daily stand up meeting
• 6 week development life cycle
• 12 month development pipeline
• Quarterly evaluation
• Both feature and stakeholder driven
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Web Topology
• Hosted in a secured
datacenter with
redundant power and
HVAC
• 24 x 7 x 356 managed
environment, 100%uptime SLA
• Fully redundant server
architecture
• Redundant web,
application, and database
server environment
• Backup database server
with Fiber channel SAN
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk LAN Topology
• LAN is CAT6 dual data portsfor 100 + workstations andcommercial grade wireless
• Cisco gigabit backbone withAT&T 100Mbps fiber data
pipe• Physically separated voice,
data, and external SIPnetwork, Layer III POEswitches for phone andwireless systems
• Checkpoint Firewall / SSLVPN Secure Platform
• VoIP phone system withWindows-based call queueand management
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Logical Enterprise System Diagram
• Java
• Spring 3
• Apache Tomcat
• Apache SOLR
• MS SQL 2008 R2
• JQuery
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
http://slidepdf.com/reader/full/verified-complaint-exhibits-redacted 265/308
Today’s Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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05FINANCIALS
SECTION FIVE
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Table of Contents – Financials by iSqFt & BidClerk
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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iSqFt is projecting strong
organic revenue growth
and margin expansion
Financial projections
presented on a stand-
alone basis
Historical and Projected iSqFt Financial Overview
2008 2009 2010 2011 2012 2013 2014E 20
Revenue
Recurring Revenue
Non-Recurring Revenue
Total Revenue
% Growth
Total Cost of Sales
Gross Profit
Gross Margin
Operating Expenses
Sales and Marketing
General and Administrative
Total Operating Expenses
EBITDA
EBITDA Margin
Source: iSqFt Management. Financials have been adjusted for non-recurring revenue and expense items.
Historical Period Projected Per
EBITDA excludes capitalized
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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2014 Projected Revenue
June2014 Run Rate
June 2014 Visible Revenue on Current Contracts
iSqFt Revenue Quality and Visibility
High quality revenue underpinned by a large subscription revenue base
iSqFt maintains visibility into 2014E revenue and visibility on a June 2014 run-rate basi
Growing Subscription Revenue Base
2008 2009 2010 2011 2012 2013E 2014P
2014E Revenue Visibility
As of June 30, 2014
($ in thousands)
Revenue Visibility
Re cur rin g Rev enu e Non -Re cur rin g Rev en ue
Revenue Visibility
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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iSqFt Growth Outperforms Industry
Growth of the U.S. nonresidential construction market is expected to accelerate, reaching by 20
iSqFt growth has outpaced the nonresidential construction industry since 2007
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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BidClerk is projectingstrong organic revenuegrowth and margin
expansion
Financial projections presented on a stand-alone basis
Historical and Projected BidClerk Financial Overview
Historical Period Projected Perio
2008 2009 2010 2011 2012 2013 2014E 201
Revenue
Recurring Revenue
Non-Recurring Revenue
Total Revenue
% Growth
Total Cost of Sales
Gross Profit
Gross Margin
Operating Expenses
Sales and Marketing
General and Administrative
Total Operating Expenses
EBITDA
EBITDA Margin
Source: BidClerk Management. Financials have been adjusted for non-recurring expense items including executive stock-based compensati
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Growth Outperforms Industry
Growth of the U.S. nonresidential construction market is expected to accelerate, reaching by 20
BidClerk growth has outpaced the nonresidential construction industry since 2007
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
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BidClerk Exceptional Retention Rates
Contractor Revenue
Retention Rate
Enterprise Revenue
Retention Rate
2011 2012 2013 1H 2014
Total Retention
2013 1H 2014
Total Retention
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Diverse Revenue Base
Highly diverse revenue base, with no customer representing more than total revenue in 201
Combined Companies’ top customers comprise less than of 2014 pro forma revenues
Top 10 Customers
BidClerk iSqFtTotal
ACV
% of 2014
Forecast RevenueCustomer #1
Customer #2
Customer #3
Customer #4
Customer #5
Customer #6
Customer #7
Customer #8
Customer #9
Customer #10
Top 10 Total
Based on combined pro forma forecasted revenues for 2014
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Today’s Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
7/26/2019 Verified Complaint & Exhibits Redacted
http://slidepdf.com/reader/full/verified-complaint-exhibits-redacted 277/308
05COMBINED BUSINESS STRATEGY
SECTION FIVE
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Table of Contents – Combined Business Strategy
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Strength of the CombinationData Leader:• Geographic Reach
• Timely, Accurate & Actionable
• Broad & Deep Coverage withDocs
Technology Leader:• Process Improvement SaaS
• Integrated Data Collection
• Integrated & Efficient BackEnd
Network Effect:• Improved Data Analytics
• Enhanced Sales Effectivenes
• Unique Customer SourcedData
Large Addressable Market:• Growing BPM Offering
• Competitive Advantage
• Low Cost Provider
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Pro Forma – 2015 Base Synergy Case
2015 Pro Forma
Before Synergies
Base Case
2015 Synergies
2015 Pro Forma
After Synergies
Revenues
Operating Expenses
Selling & Marketing
Supply Chain
Technology
G&A
Total Operating Exp
EBITDA, Adjusted
Ad juste d EB I T DA, as
a of Revenues
18.8% 38.2%
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Revenue Synergy in BPM Go-to-Market
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Minimal Customer Overlap
- 2,000 4,000 6,000 8,000 10,000 12,000 14,
East
Midwest
South
Southwest
West
Grand Total
Customer Overlap
iSqFt Customers Overlap
Region iSqFt Customers Overlap
East 502 30
Midwest 2,698 129
South 2,423 98
Southwest 3,578 136
West 1,910 89
Grand Total 11,118 482
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Pro Forma Revenue Synergies by Market Segment
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Planning Public Bidding Private Bidding Documents Bid Results
• Currently a
BidClerk
process
• Significant
Overlap
• BidClerk
actively pursues
private sector
projects.
• iSqFt is focused
on document
collection
• BidClerk does
not pay for
documents
• iSqFt is focused
on obtaining
bid results.
• Significant operational overlap:
• Public sector bidding projects
• Document collection and processing
• Bid Results
• ~25% lift in project count
BidClerk
iSqFt*Not to scale, for comparative purposes only
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Planning Public Bidding Private Bidding Documents Bid Results
No change No Change
Planned
improvements
Timeliness
Updates
Increase volume &
purchasing of
documents
Increase volume &
Updates
• Add to existing BidClerk process to create a best in class product.
• Combined organizations current
• New organization
• Synergy reduction with an annualized savings of
BidClerk
iSqFt*Not to scale, for comparative purposes only
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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SUPPLY CHAIN
2015 Pro Forma
Before Synergies
Base Case Aggressive Case Comments
US Based
iSqFt Redundant Project Identification Staff
BidClerk Based
Total Redundant Bid Stage Data Collection Staff
Offshore
iSqFt ( Complimentary Plan and Specs Acquisition Staff
BidClerk (
Total
Cost to Acquire Plans / Specs
Scanning
Plan Acquisition
Courier Expense
Planroom Expense
Total
AGC Revenue Share Expense
Total
Rounded
Additional Content Provided by iSqFt Customer Sourced
Project Data
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Synergy Roadmap
– Eliminate duplicative IT efforts & costs
– Eliminate legacy systems & processes
– Licensing
– Support costs
– Public & private sector bidding projects
– Document collection on bidding projectsREDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Synergy Roadmap: Technology
– Reduction of 30 FTEs, SaaS licenses, and associated hosting costs
– Allow decommissioning of many iSqFt systems
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Pro Forma Cost Synergies: Technology
2015 Pro Forma
Before Synergies
Base Case Aggressive Case Comments
Payroll $1,180.1 $1,180.1
iSqFt Hosting Fees $380.0 $380.0
Less: Incremental Storage Needs ($190.0) ($190.0)
Other (licensing / telephone / supplies) $300.0 $300.0 CRM Integrated into Platform With no Software License Expe
Total $1,670.1 $1,670.1
Order to cash & Rev Rec With No License Expense
Payroll $419.9 $419.9
BidClerk CoLo Hosting Fees
Other (licensing / telephone / supplies)
Total $419.9 $419.9
$2,090.0 $2,090.0
Rounded
2,100.0 2,100.0
BidClerk has Fully Integrated Extensible Environment
Consisting of: CRM, Subscription Manager, Project Lead
Assignment Engine and Subscriber Application
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
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Pro Forma Cost Synergies: Sales & Marketing
SALES & MARKETING
2015 Pro Forma
Before Synergies
B ase Ca se A ggre ss iv e C as e
2015 Pro Forma
Before Synergies
B as e C as e A ggre ss iv e C
iSqFt Inside Sales (New / Renewal) Marketing
Subcontractors iSqFt Activities
BidClerk Pay Per Click (PPC)
General Contractors ( Total Marketing Activities
Total Other
BidClerk Inside Sales (New) iSqFt Credit Card Fees
Subcontractors iSqFt Channel Partner Payments
Total Inside Sales BidClerk Credit Card Fees
Total Credit Card Fees
iSqFt Manufacturer Sales (New / Renew
ManufacturersTotal
BidClerk Enterprise Sales
Enterprise
Total Inside Sales
Rounded
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Pro Forma Cost Synergies: General & Administrative
2015 Pro Forma
Before Synergies
B ase C ase Aggre ssi ve C ase
2015 Pro Forma
Before Synergies
B ase C ase A ggre ssiv e Ca se
Finance Product Deve lopment
iSqFt ) iSqFt
BidClerk BidClerk
Total Finance Total Product Development
Human Resources Technical Support
iSqFt iSqFt
BidClerk BidClerk
Total Human Resources Total Technical Support
Executives ALL Other G&A
iSqFt iSqFt
BidClerk BidClerk
Total Executive Total Technical Support
Marketing Staff
iSqFtTotal
BidClerk
Total Marketing Staff
Rounded
GENERAL &
ADMINISTRATIVE
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Pro Forma Operating Results 2014 - 2015
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Subcontractor & BPM Upsell Path
Enterprise
Auto Search
Visual Spec
ContractorsLeads & Promotion
Takeoff
Walk-ups
Project Leads
Project Promotion
Lead Manager (Beta)
Unpaid
Contacts
Leads
ITB/RFQ/PQ Recipients
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Monetize Unpaid Users
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Materials Database
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Pursue Strategic Acquisitions
Potential Acquisition Targets and Estimated Revenue
($ in millions)
Target Business Category
Annual
Revenue
Target 1
Target 2
Target 3
Target 4
Target 5
Target 6
Total Potential Acquisition Revenue
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Strength of the CombinationData Leader:• Geographic Reach
• Timely, Accurate & Actionable
• Broad & Deep Coverage withDocs
Technology Leader:• Process Improvement SaaS
• Integrated Data Collection
• Integrated & Efficient BackEnd
Network Effect:• Improved Data Analytics
• Enhanced Sales Effectivenes
• Unique Customer SourcedData
Large Addressable Market:• Growing BPM Offering
• Competitive Advantage
• Low Cost Provider
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EXHIBIT D
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iSqFt + BidClerk
Profit and Loss Report
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0.0 01
EXHIBIT A
FORM OF LIMITED GUARANTEE
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Exhibit A
3119961
LIMITED GUARANTEE
This Limited Guarantee (this “Guarantee”) is made as of September 2, 2014, by Genstar
Capital Partners VI, L.P., a Delaware limited partnership (the “Guarantor”), in favor ofConstruction Software Technologies, Inc., a Delaware corporation (“CST”), BidClerk, Inc., a
Delaware corporation (“BC” and, together with CST, the “Sellers”), Fortis Advisors LLC, asCST Stockholder Representative (“CST Stockholder Representative”) and Archibald Cox, Jr., asBC Stockholder Representative (“BC Stockholder Representative” and, together with CST
Stockholder Representative, the “Stockholder Representatives”). The Sellers and the
Stockholder Representatives are referred to herein collectively as the “Seller Parties”).
WHEREAS, reference is made herein to that certain Agreement and Plan of Merger
dated as of the date hereof (the “Agreement”), by and among Blueprint Sub, Inc., a Delawarecorporation (“Parent”), BC Merger Sub, Inc., a Delaware corporation (“Merger Sub BC”), CST
Merger Sub, Inc., a Delaware corporation (“Merger Sub CST,” and together with Parent and
Merger Sub BC, the “Genstar Entities”) and the Seller Parties. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
NOW, THEREFORE, as an inducement to the Seller Parties to enter into theAgreement and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the Guarantor undertakes and agrees for the benefit of
the Seller Parties as follows:
1. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
due and punctual payment, observance, performance and discharge when due of all debts,liabilities and other obligations of any kind, nature and description of the Genstar Entities to any
of the Seller Parties pursuant to the Agreement (the “Obligations”). Notwithstanding any of theterms or conditions of this Guarantee, Guarantor shall not have any obligation or liability to any
Person relating to, arising out of or in connection with the Agreement, this Guarantee, or any of
the transactions contemplated thereby or hereby, or any other agreement or instrumentcontemplated thereby or hereby, other than as expressly set forth herein. Guarantor shall make
prompt payment (in any event, no later than five (5) business days after written demand by the
Seller Parties therefor) to the Seller Parties of the amount of any Obligation if and when dueunder the Agreement. In furtherance of the foregoing, the Guarantor acknowledges that this
Guarantee is one of payment, not collection, and that the Seller Parties may, in their sole
discretion, bring and prosecute a separate action or actions against the Guarantor for the fullamount of the Obligation, regardless of whether action is brought against the Genstar Entities or
whether any of the Genstar Entities or any other Person is joined in any such action or actions.
Notwithstanding anything to the contrary contained herein, the Guarantor shall have the right to
assert any defenses which the Genstar Entities may have under the Agreement or otherwise withrespect to the payment or performance of any of the Obligations the Seller Parties demand be
paid or performed by Guarantor.
2. Guarantor represents and warrants to the Seller Parties that:
(a) Guarantor is a limited partnership, validly existing and in good standing
under the laws of the State of Delaware, and has all requisite power and authority necessary to
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3119961
execute and deliver this Guarantee, and to perform its obligations hereunder. The execution,
delivery and performance by Guarantor of this Guarantee have been approved by the requisitelimited partnership action, and no other action on the part of Guarantor is necessary to authorize
the execution, delivery and performance by Guarantor of this Guarantee.
(b) This Guarantee has been duly executed and delivered by Guarantor and,
assuming due authorization, execution and delivery of this Guarantee by the Seller Parties,
constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor inaccordance with its terms, subject to applicable bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium and similar Legal Requirements now or hereafter in effect relating to
or affecting creditors’ rights and remedies generally and to general principles of equity. Neitherthe execution and delivery of this Guarantee by Guarantor, nor performance by Guarantor of its
obligations pursuant to the Guarantee, will (x) conflict with or violate any provision of the
Organizational Documents of Guarantor, (y) violate any Legal Requirement applicable to
Guarantor, or (z) violate or constitute a material default under any of the terms, conditions or provisions of any Contract to which Guarantor is a party.
(c)
Guarantor has and shall have when required pursuant to this Guarantee, the
financial capacity to pay and perform its obligations under this Guarantee (including payment of
the Obligations), and all funds necessary to fulfill those obligations (including payment of theObligations) shall be available to Guarantor for as long as this Guarantee remains in effect.
Without limiting the generality of the foregoing, Guarantor has uncalled capital commitments
equal to or greater than the amount of the Obligations and the enforceable right to call such
capital to fund commitments under this Guarantee.
3. Guarantor agrees that its obligations hereunder shall not be released or discharged,in whole or in part, or otherwise affected by (a) the failure or delay on the part of the Seller
Parties to assert any claim or demand or to enforce any right or remedy against the Genstar
Entities or Guarantor; (b) any change in the time, place or manner of payment of the Obligations,or any rescission, waiver, compromise, consolidation or other amendment or modification of any
of the terms or provisions of the Agreement made in accordance with the terms thereof or anyagreement evidencing, securing or otherwise executed in connection with the Obligations; (c) the
addition, substitution or release of any entity or other Person now or hereafter liable with respect
to the Obligations or otherwise interested in the transactions contemplated by the Agreement; (d)
any change in the corporate existence, structure or ownership of any of the Genstar Entities orany other Person now or hereafter liable with respect to the Obligations or otherwise interested in
the transactions contemplated by the Agreement; (e) any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any of the Genstar Entities or any other Person now orhereafter liable with respect to the Obligations or otherwise interested in the transactions
contemplated by the Agreement; (f) the adequacy of any other means the Seller Parties may haveof obtaining payment or performance related to the Obligations; or (g) any discharge ofGuarantor as a matter of applicable Legal Requirements (other than the discharge of Guarantor
with respect to the Obligations as a result of payment or performance of the Obligations in
accordance with their terms).
4. To the fullest extent permitted by Legal Requirements, Guarantor hereby
expressly waives: (i) any and all rights or defenses arising by reason of any Legal Requirement
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3119961
which would otherwise require any election of remedies by the Seller Parties; (ii) promptness,
diligence, grace, notice of the acceptance of this Guarantee and of the Obligations, presentment,demand for payment, notice of non-performance, default, dishonor and protest, notice of the
Obligations incurred and all other notices of any kind, all defenses which may be available by
virtue of any valuation, stay, moratorium Legal Requirement or other similar Legal Requirement
now or hereafter in effect or any right to require the marshalling of assets of the Genstar Entitiesor any other Person now or hereafter liable with respect to the Obligations or otherwise
interested in the transactions contemplated by the Agreement; (iii) all suretyship defenses
generally; and (iv) any and all notice of the creation, renewal, extension or accrual of theObligations and notice of or proof of reliance by the Seller Parties upon this Guarantee or
acceptance of this Guarantee. The Obligations shall conclusively be deemed to have been
created, contracted or incurred in reliance upon this Guarantee, and all dealings between theGenstar Entities or Guarantor, on the one hand, and the Seller Parties, on the other hand, shall
likewise be conclusively presumed to have been had or consummated in reliance upon this
Guarantee. Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the transactions contemplated by the Agreement and that the waivers set forth in this
Guarantee are knowingly made in contemplation of such benefits.
5. No failure on the part of the Seller Parties to exercise, and no delay in exercising,
any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise by the Seller Parties of any right, remedy or power hereunder preclude any otheror future exercise of any right, remedy or power. Each and every right, remedy and power
hereby granted to the Seller Parties or allowed it by Legal Requirement or other agreement
(including the Agreement) shall be cumulative and not exclusive of any other and may be
exercised by the Seller Parties at any time or from time to time. When pursuing its rights andremedies hereunder against Guarantor, the Seller Parties shall be under no obligation to pursue
such rights and remedies it may have against the Genstar Entities or any other Person for theObligations, and any failure by the Seller Parties to pursue such other rights or remedies or to
collect any payments from the Genstar Entities shall not relieve Guarantor of any liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied oravailable as a matter of law, of the Seller Parties.
6. This Guarantee is a continuing Guarantee and shall be binding upon Guarantor
until the complete and indefeasible payment, performance and satisfaction in full of the
Obligations, in the event the Obligations arise pursuant to the Agreement. Notwithstanding theforegoing, this Guarantee shall terminate and Guarantor shall have no further obligations under
this Guarantee (i) as of the termination of the Agreement in accordance with Article 11 thereof
under circumstances in which no Obligations are payable or (ii) following the termination of the
Agreement in accordance with Article 11 thereof, if Obligations are payable as of such
termination, at such time as such Obligations are no longer payable.
7. Each party hereto hereby unconditionally and irrevocably agrees that it (i) shall
not institute, and shall cause its affiliates not to institute, any Claim asserting that this Guarantee
is illegal, invalid or unenforceable in accordance with its terms and (ii) will comply in allrespects with all applicable Legal Requirements and orders to which it may be subject if failure
to so comply would impair its ability to perform its obligations under this Guarantee.
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8. Guarantor hereby agrees that the Obligations shall not be deemed to have been
released, dismissed, impaired, reduced, discharged, paid, observed or performed or affected asthe result of the bankruptcy, insolvency, disability, dissolution, termination, receivership,
reorganization or lack of corporate or other power of Parent, and Guarantor’s liability in respect
thereof shall continue and not be discharged, including the case where any payment or
performance thereof by Parent is recovered from or paid over by or on behalf of the SellerParties by reason of a fraudulent transfer by Parent, or as a preference in any bankruptcy of
Parent. The Seller Parties shall not be obligated to file any claim relating to the Obligations in
the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, andthe failure of the Seller Parties to so file shall not affect Guarantor’s obligations hereunder. In
the event that any payment to the Seller Parties in respect of the Obligations is rescinded or must
otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder withrespect to the Obligations as if such payment had not been made.
9. No waiver, modification or amendment of any provisions of this Guarantee shall be effective except pursuant to a written agreement signed by the Seller Parties and Guarantor,
and then such waiver shall be effective only in the specific instance and for the purpose for
which given. This Guarantee shall be binding upon and inure to the benefit of the successors-in-interest and permitted assigns of each party hereto. No rights or obligations hereunder shall be
assignable (by operation of law or otherwise) by Guarantor or the Seller Parties without the prior
written consent of the Seller Parties or Guarantor, as the case may be.
10. This Guarantee may be executed and delivered (including by facsimile or other
electronic transmission) in one or more counterparts, and by the different parties hereto inseparate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
11. This Guarantee shall be governed by and construed in accordance with the laws of
the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Any Claim seeking to enforce any provision of, or based
on any matter arising out of or in connection with this Guarantee shall be governed by Section14.10 of the Agreement. The limitations contained in Section 12.4(h) of the Agreement shall
apply to any Claim hereunder. This Section 11 shall survive termination of this Guarantee.
12. Guarantor agrees to pay on demand all reasonable out-of-pocket expenses
(including reasonable fees of counsel) incurred by the Seller Parties in connection with the
enforcement of their rights hereunder if (i) (A) Guarantor asserts in any Claim that thisGuarantee is illegal, invalid or unenforceable in accordance with its terms and (B) the Seller
Parties prevail in such Claim or (ii) Guarantor fails or refuses to make any payment to the Seller
Parties hereunder when due and payable or perform any obligation hereunder when required to be performed, and it is judicially determined that Guarantor is required to make the payment or
perform the obligation hereunder.
13. All notices, requests, claims, demands and other communications hereunder shall
be given by the means specified in the Agreement (and shall be deemed given as specified
therein), as follows:
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3119961
If to Guarantor:
Genstar Capital Partners VI, L.P.
Four Embarcadero Center
Suite 1900San Francisco, CA 94111-4191
Attention: Eli P. Weiss
Facsimile No.: (415) 834-2383
with a copy to:
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067Attention: Michael Kaplan
Facsimile No.: (310) 203-7199
If to the Seller Parties, as provided in the Agreement.
14. EACH PARTY, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY,
WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTEE OR ANY OF THE TRANSACTIONSCONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE.
15. This Guarantee constitutes the entire agreement among the parties hereto with
respect to the Obligations and supersedes all prior agreements and understandings, both written
and oral, among the parties hereto with respect to the Obligations and, except as specifically
provided herein, is not intended to confer upon any Person other than the parties hereto anyrights or remedies hereunder.
16. The parties hereto agree that they have been represented by counsel during thenegotiation and execution of this Guarantee and, therefore, waive the application of any Legal
Requirement providing that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.
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IN WITNESS WHEREOF, Guarantor has duly executed and delivered thisLimited Guarantee as of the day first written above.
GUARANTOR:
GENSTAR CAPITAL PARTNERS VI, L.P.
By:
Name:
Title:
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