37
A family of premier companies that provide dedicated mission critical support around the world Winter 2017 Investor Presentation

201723 msg 506c presentation-final

Embed Size (px)

Citation preview

Page 1: 201723 msg 506c presentation-final

A family of premier companies that provide dedicated mission critical support around the world

Winter 2017

Investor Presentation

Page 2: 201723 msg 506c presentation-final

Safe Harbor & Forward Looking Statements

This Confidential Investment Presentation (“Investment Presentation”) contains certain forward-looking statements relating to the investment objectives, strategy, and approach of MissionSolutions Group, Inc. (“MSG”), including, but not limited to, the manner by which an investment opportunity in MSG may be structured, developed or managed. Forward looking statementsgenerally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “belief,” “estimate,” “project,” “plan,”“likely,” “will,” “should” or similar words or phrases. Forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially fromthe results and outcomes discussed in or anticipated by the forward-looking statements. MSG may not be successful in executing and implementing their investment strategies and reachingtheir investment objectives. Prospective investors are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this InvestmentPresentation. Prospective investors should carefully review and consider the risks and uncertainties.

This Investment Presentation contains information that is confidential and proprietary to MSG and is intended solely for the party to whom it has been distributed. Any reproduction,distribution or dissemination of this Investment Presentation or the information included herein is expressly prohibited. Without limiting the generality of the foregoing, this InvestmentPresentation and the information contained herein is expressly subject to the terms of any confidentiality or nondisclosure agreement between the recipient and MSG.

This Investment Presentation is being made available only to recipients who MSG believes are “accredited investors”, as that term is defined in Rule 501(a) of the Securities Act of 1933, asamended. Neither the U.S. Securities and Exchange Commission nor any foreign or state securities regulators have approved this Investment Presentation and any statement to the contraryis a criminal offense.

This Investment Presentation is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security. Any such offering will bemade only by means of a formal Subscription Agreement. This Investment Presentation does not purport to be complete and is for discussion purposes only. If and when an investmentopportunity is offered to you, you must carefully read the Subscription Agreement and Risk Factors . All information provided in this Investment Presentation is qualified in its entirety by theterms of the Subscription Agreement, Risk Factors and operating Agreement.

SAFE HARBOR STATEMENT: This Investment Presentation contains certain forward-looking statements and management may make additional forward-looking statements in response toyour questions. Such written and oral disclosures are made pursuant to the Safe Harbor provision of the Private Securities Ligation Reform Act of 1995. Although we believe ourexpectations expressed in such forward looking statements are reasonable, we cannot assure you that they will be realized. Investors are cautioned that such forward-looking statementsinvolve risks and uncertainties that could cause actual results to differ materially from anticipated results. Investing in our securities involves a high degree of risk. Our company is at anearly stage of its development and our securities may only be appropriate for long-term investment. You should purchase our securities only if you can afford to lose your entire investment.The forward-looking statements contained in this presentation are made only as of today, and Mission Solutions Group, Inc. is under no obligation to revise or update these forward-lookingstatements.

2Privileged & Confidential / Accredited Investors Only

Page 3: 201723 msg 506c presentation-final

Mission Solutions Group supports the U.S. with technologythat enables America’s warfighters to maintainpreeminence around the world.

We are looking for investors to help us continue to do wellby doing good by equipping our warfighters with the bestpossible tools to defend our nation and our way of life.

Mission Statement

Page 4: 201723 msg 506c presentation-final

Mission Solutions Group Snapshot

Mission Solutions Group (MSG) provides criticalinfrastructure and services to the U.S. Government

Profitable & looking to expand

Focused on 2 defense verticals with large &growing markets

Participates on two $20B GWACs contracts

2016 was solidly profitable in a transition year

Defense contractors are entering a period ofconsolidation as the acquisition environment shiftsfrom emergent to deliberate

MSG Leadership team has over 15 decades ofexperience in managing acquisitions

4Privileged & Confidential / Accredited Investors Only

Mission Solutions Group, Inc.

Headquarters: Charleston, SC

Founded: 2015

Transaction Size: Up to $5,000,000

Entity: Delaware C Corp

2016A Rev / EBITDA*: $ 29.7M / 1.1M

2017E Rev / EBITDA:** $ 52.1M / 2M

* 2016 full year Pro Forma as acquired – Including all 4 Acquisition Targets

• Revenue: $50.2M

• EBITDA: $4M

2017 full year Pro Forma as acquired – Including all 4 Acquisition Targets

• Revenue: $74.5M

• EBITDA: $5M

** Assumes 3 small acquisitions made with existing funds and leverage

Page 5: 201723 msg 506c presentation-final

About Mission Solutions Group

Operate, and grow defense sector operations in 2principle verticals - C4I & Sustainment

Vision for C4I is to build a $100M business providingfull spectrum of C4I and Cyber Operations capabilitiesto Government and Commercial customers

Vision for Sustainment is to build a $20M recurringbase from which we grow capability and marketaccess

Executive leadership team

Combined 150 years of professional experienceserving in and supporting the DoD

Collective success growing and capturing in excess of$6 Billion in sales in the last 10 years

Specific in-depth expertise in DoD requirementsmanagement processes and players

Subject Matter Experts in both deliberate andemergent acquisition processes

5Privileged & Confidential / Accredited Investors Only

Page 6: 201723 msg 506c presentation-final

Mission Solutions Group Holdings

6Privileged & Confidential / Accredited Investors Only

100% Owned

49% Owned

Page 7: 201723 msg 506c presentation-final

Profitable with Improving Revenue & Earnings

7Privileged & Confidential | Accredited Investors Only

$21 $24 $29

$50

$75

$100

$120

$0.3 $0.5 $1.1 $4.0 $5.0 $7.4 $11.7

$-

$20

$40

$60

$80

$100

$120

$140

2014 2015 2016 2016E 2017E 2018E 2019E

Revenue EBITDA

Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results

2016 EBITDA includes startup/transition costs for Sidecar and investments for Marshall. Projections include contributions of 2 acquisition in Cyber in 1Q17, 1 acquisition in SATCOM, & 1 in Sustainment in 1Q17. Includes 100% of Sidecar revenue.

Historical Pro Forma As Acquired

Page 8: 201723 msg 506c presentation-final

MSG’S founders came together working on the MRAP program (E.g. the Buffalo andCougar), a $40 Billion emergent program

Collectively the team has captured over $6 Billion in contracts just in the last 10 years

The team has managed multi-billion dollar programs throughout all of their careers (E.g. M16 rifle, M1 Abrams Tank, M109 Howitzer, Special Operations programs, Deployed Operations, Satellite Systems,

Expeditionary Fighting Vehicle, and rotary wing aircraft).

8Privileged & Confidential | Accredited Investors Only

MSG knows major DOD Contracts

Page 9: 201723 msg 506c presentation-final

Customers

9Privileged & Confidential | Accredited Investors Only

Customers of MSG Subsidiaries Marshall Communications & Sidecar Enterprises

Page 10: 201723 msg 506c presentation-final

Focused on 2 Large Verticals

Vertical: Command, Control, Communication, Computers and Intelligence (C4I) & Cyber-Operations

Marshall Communications Company

Acquired December 2015

Broadband internet protocol (IP) satellite communications products and services to the Federalinformation technology (IT) market

Cyber security through threat detection and defense

Vertical: Sustainment

Sidecar Enterprises (SDVOSB)

Formed February 2015

Supply and management of Low-Threshold Spare Parts (LTSP) for large defense contractors

Maintenance and repair operations (MRO)

Modernization and upgrade of Major End Items (MEI)

10Privileged & Confidential | Accredited Investors Only

Page 11: 201723 msg 506c presentation-final

2016 Defense Sustainment Budget

Active Forces: $174B

Air Force: $48.2 BillionArmy: $44.5 Billion

Navy: $42 BillionDefense wide: $32 BillionMarine Corps: $6.2 Billion

Operations & maintenance funds for:• spare parts• maintenance procedures• equipment reset• selected modernization/upgrade

2016 Federal IT Budget

MSG focuses on full spectrum of C4I & heavily on Army and Marine Corps in SustainmentSources: http://www.nextgov.com/cio-briefing/2015/02/federal-it-budget-things-may-finally-be-looking/105123/ February 11, 2015.

Operations & Maintenance budget of DOD Budget 2016, Office of Undersecretary of Defense, Comptroller

Addressable Government Market

Privileged & Confidential | Accredited Investors Only

Federal IT

$85B

Multi Agency

Contracts$61.5B

DOD IT$37.3B

GWACs$6.3B

Page 12: 201723 msg 506c presentation-final

MSG Contract Vehicles

12

Marshall Contracts Sidecar Contracts

2 GWACs ($40 Billion Ceilings)

Government Wide Acquisition Contracts (GWACs)

Multiple award Indefinite Delivery/Indefinite Quantity (IDIQ) contracts

Existing contracts any agency of the Federal Government (not just DOD) can use tosource their IT products and services

Ability to speed time to order by posting new items to the contract schedule

Field Service Representatives (FSR) Contract

Places FSRs in country to operate and maintain satellite ground stations

Cost plus fixed fee task order contract with the Navy

Afghanistan, Iraq and Africa

2 IDIQ contracts

Specialized satellite equipment installation and support

Commercial off the shelf hardware sales and services

Royalty based contracts with original equipment manufacturers (OEM)

Manage and deliver spare parts inventory and logistics

Privileged & Confidential | Accredited Investors Only

Page 13: 201723 msg 506c presentation-final

From 2002-2011 DOD relied heavily on emergent requirements

Many contractors have limited experience outside of emergent environment

MSG management has over 150 years of experience managing acquisitions in both the deliberate andemergent environments

MSG is a subject matter expert in both sides of the DOD process

13Privileged & Confidential / Accredited Investors Only

Changing Mix of Defense Requirements

Deliberate Requirements(Pre-2001) and (2012 – Present)

Emergent Requirements(2002-2011)

Immediately acquire needed products and services

Requirements are generated by warfighting commanders and immediately available solutions are sought

Lead times are extremely compressed (as fast as possible)

Methodical development process

Requirements are determined and validated, prototypes and proofs of concept, alternatives are considered, and then solutions are procured

Lead times are frequently longer than in emergent situations

Page 14: 201723 msg 506c presentation-final

Damon Walsh – CEO

Retired US Army Officer with over thirty-five years of combined military and defense industry experience. 25 years in the Army, Infantry and Special Forces officer at multiplelevels of command and staff.

A Level III Certified Acquisition Professional, Master’s degree from the US Naval Postgraduate School, a graduate of the Army Command & General Staff College. AdvancedExecutive Program at Kellogg Graduate School of Management as well as executive education programs at The Harvard Business School

Kevin Ferraro – COO

Established defense industry leader and executive level engineering leader with over 20 years of product development, technology implementation, and operations experience.Focused on organizational development, advanced product development, strategy development and implementation, program management, proposal development and capturestrategies.

B.S.E. in Mechanical Engineering (magna cum laude) from the University of Michigan. Several executive and technical courses specializing in survivability design, blast physics, andadvanced materials management

Mike Boswell – CFO

Experienced CFO, advising on corporate finance, corporate structure, corporate governance, mergers and acquisitions, and compliance. 8 years as a senior analyst and seniorengineer for various branches of the United States Government.

M.B.A. from Johns Hopkins University and a B.S. degree in Mechanical Engineering from University of Maryland. He holds the Series 24, 62, 63, 79, 82 and 99 licenses.

Michael McCormack – President, MCC

Retired US Army Officer with over thirty years of experience in the military and in the defense industry. Holder of multiple patents related to survivability technology. Served inevery level of command from Battery to Regimental Commander culminating as the Commander of the Massachusetts Army National Guard.

Graduate of the U.S. Military Academy at West Point with a BS in Engineering. MA in Public Administration from Suffolk University as well as a Master’s Degree in National Securityfrom the National Defense University.

14Privileged & Confidential | Accredited Investors Only

Experienced Management

Page 15: 201723 msg 506c presentation-final

The Whole is Greater than the Sum of the Parts

15Privileged & Confidential | Accredited Investors Only

• Broader systems expertise

• Solutions focus

• Increased systems capability

• Diversified revenue

• Self priming opportunity cycle

• Diverse intelligence gathering

• Varied growth channels

• Support expertise

• Sustainment focus

• Service based sales

• Defined growth channel

+• Technical expertise

• Development focus

• Product based sales

• Defined growth channel

PRODUCTS

SERVICES

• Service Demand• Spare Parts• Reset / Upgrade

• Solutions Demand

• Adjacencies• Upgrade

Intelligence

Opportunity Cycle

=

Services

Products

Page 16: 201723 msg 506c presentation-final

16Privileged & Confidential | Accredited Investors Only

Experienced Veterans

MSG’s Veterans have over 175 years of uniformed service

CEO Damon Walsh on the Republican Palace in Baghdad in 2003

Page 17: 201723 msg 506c presentation-final

Marshall Communications

Expertise in systems integration and product support forsecure streaming video solutions, satellite-basedcommunications, & streaming video multicasttechnologies

Applications: UAV (Unmanned Aerial Vehicle) Video Dissemination for

U.S. Central Command (CENTCOM) Distance Learning, Telemedicine, Video Conferencing,

Secure Content Delivery, Digital Signage VoIP VSAT Networks, Disaster Recovery, Live News

Design and implementation of end-to-end solutions Commercial Off the Shelf (COTS) total system solutions Field Service Representatives (FSR) to provide global

support

17Privileged & Confidential | Accredited Investors Only

C4I – SATCOM Equipment & Services

Ownership: Wholly owned

Headquarters Ashburn, VA

Founded: 1991 Acquired: Dec 2015

2015A

Revenue: $24M EBITDA: $413k

2016A

Revenue: $29M EBITDA: $1.1M

Page 18: 201723 msg 506c presentation-final

$24M in 2015 Revenue

$14.9M YTD 1H16, ahead of plan

In 2015 MCC began participating in two 10 year $20B GWACs

SEWP V

CIO-CS

Growing to ~$30M in 2016

Secure current SATCOM base in DOD SatelliteCommunication market: USAF, SOCOM, CENTCOM & DISA

Expand ground hardware sales

Hire more FSRs

Expand SATCOM base

Design/Develop/Sell pico-satellite network

License/Acquire new technology to sell via GWACs

18Privileged & Confidential | Accredited Investors Only

Marshall: Positioned for Growth

Revenue Growth Margin Improvement

Adapt bid process to place greater emphasis on higher margin IT& SATCOM work

Increasing margin on GWACs

Obtain volume discounts

Add unique items to the schedule

Win work with overhead cost allocations

Implement Phase II of integration plan

Reduction of COGS by leveraging automated EnterpriseResource Planning (ERP) software

Relocate ops to low cost Charleston

Page 19: 201723 msg 506c presentation-final

Marshall integrates and prepares satelliteground stations for global deployment

Marshall’s personnel install, maintain, andsupport the equipment Overseas and in theUnited States

SATCOM Ground Stations

19Privileged & Confidential | Accredited Investors Only

Page 20: 201723 msg 506c presentation-final

FSR Expansion

Field Service Representatives (FSR)provide global support an training forSATCOM ground stations

Currently in Afghanistan , Iraq, Africa

Expansion targets

Pacific

Latin America

Africa

20Privileged & Confidential | Accredited Investors Only

Page 21: 201723 msg 506c presentation-final

Supply and management of Low-Threshold SpareParts (LTSP) for large defense contractors

0 to over $1M in revenue in under 6 months

Customers include DOD and Federal agencies

Potential expansion into international customers

Partner with large defense contractors under the USDOD Small Business “Mentor-Protégé” program

Principals are certified disabled veterans as a resultof injuries sustained while on active duty with theU.S. Army

Sidecar Enterprises

21Privileged & Confidential | Accredited Investors Only

SDVOSB in Sustainment & Logistics

Ownership: 49% owned

Headquarters: Charleston, SC

Founded: 2015

2016A*

Revenue: $676k EBITDA: ($40k)

2017E*

Revenue: $5.1M EBITDA: $425k

1H16Startup

3Q16Training

4Q1625% Parts Transfer

1Q1775% Parts Transfer

2Q17100% Parts

Transfer

* Reflects 100% of SEI

Page 22: 201723 msg 506c presentation-final

Ground vehicle spare parts

Drive train assemblies

Engines

Transparent armor assemblies

22Privileged & Confidential | Accredited Investors Only

Sidecar Parts

Page 23: 201723 msg 506c presentation-final

Sidecar: Operations Ramp

Phased 9 month transition of OEM parts andDefense Logistics Agency(DLA) orders to SEI

Training phase

Sign exclusivity with Tier 2 suppliers to OEMs

Source designation for DOD LTSP part numberstransfers from Defense contractor to SEI

SEI serves as customer interface

Utilize OEM personnel/facilities to max extentpossible

SEI pays OEM a royalty

23MSG Private Information

Fleet usage creates demand

Page 24: 201723 msg 506c presentation-final

MSG Timeline

DEC 2015

• Acquired Marshall Communications Corp via a fully leveraged acquisition

FEB 2016

• Initiated SEI (SDVOSB) sustainment operations with large Defense OEM parts

APR 2016

• Initiated strategy to create a consortium focused on enterprise C4I/Cyber Security

June 2016

• Close of $500,000 term loan

July 2016

• Refinance MCC with receivables factor

Dec 2016

• $2M non-dilutive debt financing

• Launch Crowd Offering

24Privileged & Confidential | Accredited Investors Only

Page 25: 201723 msg 506c presentation-final

Acquisition Criteria &Targets

Smaller acquisitions possible with currently available funds

Target 1: IT Security: LOI in place-definitive documents in progress (SecureInformation Assurance & Engineering)

Priced 2.2x 2016 EBITDA

Seller financing and performance based earn-out

Target 2: Software Development: Submitted LOI (Agile code development forGovernment)

No upfront cash

Performance based earnout

Target 3: Clean diesel products distributor: Definitive documents in progress(Diesel exhaust fluid manufacture)

Stock and assumed liabilities

Larger acquisition that requires new capital

Target 4: Satellite Communications: Submitted LOI (Satellite and Radarmaintenance and repair)

Priced 3-4x 2016 EBITDA

25Privileged & Confidential | Accredited Investors Only

Growth Acquisition Criteria

Does it add technical capability to MSG?

Is there a Requirement, Solution, and Funding?

Will it expand our existing business across new programs or departments?

Does it add vertical integration?

What is the market forecast?

Is the valuation attractive and can we buy it right?

- Limit upfront cash

- Sellers’ notes

- Compensation on future earnings

Page 26: 201723 msg 506c presentation-final

Use of Proceeds

26Privileged & Confidential | Accredited Investors Only

Up to $5,000,000 Equity Capital Raise

Marshall expansion: new hires, relocation, planning software $1,500,000 30%Expand Marshall workforce and add FSRsDevelop joint facilities in CharlestonExpand B2C and B2B use of GWACs and teaming relationships Implement ERP Upgrade

SEI expansion: workforce, software, equipment 500,000 10%Cyber security acquisitions 425,000 10%Sustainment acquisitions 1,575,000 30%Corporate overhead and working capital 600,000 12%Offering expenses* 400,000 8%

These are based on management’s current estimate and subject to change as a result of ongoing due diligence activity

Additional funds will be used from MSG’s lender

*Placement agent fees that may be paid if a placement agent is engaged

Page 27: 201723 msg 506c presentation-final

Projections – Pro Forma with Targets

27Privileged & Confidential | Accredited Investors Only

Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results

These projections incorporate increased Gross Margin each year through: reduction of COGS; increase in FSR work; greater emphasison higher margin work both in IT and legacy SATCOM work; and increasing margin on GWACS captured work.

Projections incorporate 10-15% of revenue being driven by reliance on Small Business set aside, mostly from Sidecar

2016 EBITDA includes startup/transition costs for Sidecar and investments for Marshall. Projections include contributions of 2 acquisitions in 1Q17 in Cyber, 1 in SATCOM, & 1 in Sustainment in 1Q17. Includes 100% of Sidecar revenue.

MSG Combined Income Statement

2016A 2017E 2018E 2019E 2020E

Revenue 29,696,110$ 74,553,076$ 100,242,910$ 119,976,842$ 135,793,587$

COGS 25,160,527$ 61,464,762$ 82,267,912$ 95,559,177$ 106,710,962$

Gross Profit 4,535,583$ 13,088,314$ 17,974,997$ 24,417,665$ 29,082,625$

% Margin 15.3% 17.6% 17.9% 20.4% 21.4%

Indirect

Expenses3,742,277$ 8,978,498$ 11,496,686$ 13,633,926$ 14,589,344$

EBIT 793,306$ 4,109,815$ 6,478,311$ 10,783,738$ 14,493,281$

Taxes (38%) 301,456$ 1,561,730$ 2,461,758$ 4,097,821$ 5,507,447$

Net Income 491,850$ 2,548,086$ 4,016,553$ 6,685,918$ 8,985,834$

% 2% 3% 4% 6% 7%

EBITDA 1,117,007$ 5,028,909$ 7,390,179$ 11,688,109$ 15,389,874$

% Margin 4% 7% 7% 10% 11%

Page 28: 201723 msg 506c presentation-final

Offering Terms

28Privileged & Confidential | Accredited Investors Only

$5,000,000 Equity Capital Raise

Offer: $5m for 15% of MSGPlus: Warrants 4% of MSG

Units: 4 shares common stock1 warrant to buy 1 share @$3.75

Price: $10 per unit ($2.50 per share)

Closing Date: Rolling close

Minimum amount: 500 units

Units available: 500,000

Pre Money Valuation: $25M

Shares outstanding: 10M issued

Option Plan: 1M authorized shares – 425,000 issued

Warrants outstanding: 91,658 @ $2.50

Does not include 200,000 shares of common stock to be issued for Target 1

Page 29: 201723 msg 506c presentation-final

Investment Summary

Top quality management team with over 15 decades of experience in governmentacquisitions and procurement (emergent and deliberate)

Stable base of operations with defined organic growth plan:

Multi-year GWACs contracts and valuable service contracts

Support of large defense contractors in spare parts and maintenance

Veteran status for favorable contract award dynamics

Consolidation underway in Defense due to shift from high reliance on emergent buyingpractices to normal mix of emergent and deliberate practices

Targeted focus in the high growth verticals of C4I and Sustainment

New leverage in place to fund expansion

29Privileged & Confidential | Accredited Investors Only

Page 30: 201723 msg 506c presentation-final

Contact

Damon Walsh

Mission Solutions Group, Inc.

Phone: (843) 860-9074

[email protected]

30Privileged & Confidential | Accredited Investors Only

Gavin McCulley

Mission Solutions Group, Inc.

Phone: (843) 614-1709

[email protected]

Page 31: 201723 msg 506c presentation-final

Experienced Management

Damon Walsh – CEO

Retired US Army Officer (Lt. Colonel) with over thirty-five years of combined military and defense industry experience with both large and smallcorporations. 25 years in the Army, Infantry and Special Forces officer at multiple levels of command and staff. Entering the Army Acquisition Corpsas a field grade officer.

TACOM-ACALA at Rock Island Arsenal; DCMC-Haiti; Headquarters US Special Operations Command; DCMA Iraq; and commanding officer of the LimaArmy Tank Plant/DCMA-GDLS. Veteran of Operation Desert Shield/Desert Storm, Operation Provide Comfort, Operation Uphold Democracy in Haiti,and Operation Iraqi Freedom.

Force Protection Industries - Vice President of Program Management, and Executive Vice President of Customer Operations

Grew annual revenues from $50 Million in 2005 to $1.3 Billion in 2007

Jet-Hot High Performance Coatings - President

Thermal and friction coatings in the automotive and engine building industry. Led growth in annual revenue from $3 Million to $10 Million

Synexxus, Inc. - President

Defense contractor specializing in software and electrical engineering services. Doubled the company’s revenue stream and achieved CMMI Level IIICertification.

A Level III Certified Acquisition Professional, Master’s degree from the US Naval Postgraduate School, a graduate of the Army Command & GeneralStaff College. Advanced Executive Program at Kellogg Graduate School of Management as well as executive education programs in finance andnegotiation at The Harvard Business School.

31Privileged & Confidential | Accredited Investors Only

Page 32: 201723 msg 506c presentation-final

Experienced Management

Mike Boswell – CFO & Director

TriPoint Global Equities - Co-Founder, President, Chief Operating Officer and Chief Compliance Officer

FINRA member and leading boutique full service investment bank that provides companies with capital raising and corporate and strategic advisoryservices.

TriPoint Capital Advisors, LLC - Managing Director

Merchant banking and financial consulting company providing high-level financial services to start-up businesses and small to mid-sized companies,Roles include executive and CFO positions with client companies. Experience advising on corporate finance, corporate structure, corporategovernance, mergers and acquisitions, SOX 404 compliance, implications of various SEC rules and FASB Emerging Issues Task Force issues as theyrelate to private placements, SEC reporting and disclosure requirements and employee option programs.

Fitness EFX, LLC & General Technologies Corp – CFO

Privately held fitness and wellness company

Prior experience as CFO of Ocean Smart International and a number of executive positions focusing on business development and managementconsulting. Advised numerous public companies on accounting and valuation issues. 8 years as a senior analyst and senior engineer for variousbranches of the United States Government.

M.B.A. from Johns Hopkins University and a B.S. degree in Mechanical Engineering from University of Maryland. He holds the Series 24, 62, 63, 79, 82and 99 licenses.

32Privileged & Confidential | Accredited Investors Only

Page 33: 201723 msg 506c presentation-final

Experienced Management

Kevin Ferraro – COO

Established defense industry leader with over 20 years of product development, technology implementation, and operations experience

Executive level engineering leader with core strengths in leadership, organizational development, advanced product development, strategydevelopment and implementation, program management, proposal development and capture strategies.

Lockheed Martin Missiles and Space - Manufacturing and equipment engineer

Engineering and production of GPS IIR satellite sub-assemblies.

General Dynamics Amphibious Systems (GDAMS) - Design engineer, IPT lead, functional leader, program manager, and then functional director onthe USMC Expeditionary Fighting Vehicle (EFV) program.

Engineering and optimizing the EFV functional architecture as well as leading the GDAMS program, a multi-billion dollar ACAT-I program

Force Protection, Inc. - Vice President-Engineering, Vice President-R&D and Engineering

Lead business development of specialty wheeled vehicles. FPI won an IDIQ contract in the MATV program; won a multi-million dollar vehicleprogram in the UK; and successfully captured over $400M of product development and production efforts both domestically and internationally.

B.S.E. in Mechanical Engineering (magna cum laude) from the University of Michigan. Several executive and technical courses specializing insurvivability design and blast physics as well as advanced materials management

33Privileged & Confidential | Accredited Investors Only

Page 34: 201723 msg 506c presentation-final

Experienced Management

Michael McCormack – Executive Vice President

Retired US Army Officer (Colonel) with over thirty years of experience in both the military and the defense industry. Holder of multiple patentsrelated to survivability technology.

22 years in Army and the National Guard, every level of command from Battery to Regimental Commander culminating as the Commander of theentire Massachusetts Army National Guard.

General Dynamics C4 Systems - Program Manager

Managing Army Mobile Subscriber Equipment Program for 12 years.

Foster-Miller/QinetiQ North America – Executive Vice President

Managed a wide range of R&D and production programs with full P&L authority for $500M of operations. Grew from $30M in sales to over $600Min a short time span.

Critical Solutions International –CEO

Mine protected vehicle and sensor platform company. Led the capture of several international sales programs effectively doubling the company’sbacklog. Repositioned the company from strictly vehicle manufacturing to a diversified portfolio of products and services

Mike is a 1984 graduate of the U.S. Military Academy at West Point with a BS in Engineering. In addition he holds an MA in Public Administrationfrom Suffolk University as well as a Master’s Degree in National Security from the National Defense University.

34Privileged & Confidential | Accredited Investors Only

Page 35: 201723 msg 506c presentation-final

Experienced Directors

Lou Taubman—General Counsel

Mr. Louis Taubman is the General Counsel of Mission Solutions Group. Lou is also the a partner in the New York office of Hunter Taubman where hispractice concentrates on securities law, corporate finance and corporate governance. Lou represents issuers, broker dealers and investors inconnection with “going public” transactions, private and public finance. He also provides counsel to issuers and institutional investors with regard tothe set up and implementation of public company structures for both domestic and foreign based issuers.

Lou has provided advice with regard to initial public offerings, APOs and RTOs for numerous small to mid cap public issuers with both domestic andoverseas operations. He has provided counsel to such issuers, as well as institutions involved in the finance of such issuers, with regard to both publicand private financing transactions. Lou currently provides advice to various issuers with regard to their continued Securities Exchange Act of 1934reporting requirements, as well as related issues of corporate compliance and governance. He further assists issuers with regard to initial listing onthe Nasdaq, NYSEMarket, OTCQX and other markets and exchanges, as well as ongoing compliance with exchange listing requirements.

Prior to forming Hunter Taubman Weiss, Lou was an attorney in the legal department of Prudential Securities, Inc. He also spent time as an associateand later a partner in several boutique securities law firms in New York and is a founder of several consulting and financial services companiescurrently operating on Wall Street.

Lou is a graduate of Syracuse University and graduated cum laude from New York Law School. He is admitted to the New York State Bar.

35Privileged & Confidential | Accredited Investors Only

Page 36: 201723 msg 506c presentation-final

Experienced Directors

Mark Elenowitz – Director

Mr. Mark Elenowitz is the founder and CEO of TriPoint Global Equities and its division BANQ. TriPoint Global Equities, LLC, ("TriPoint"), is a FINRAmember and leading boutique full service investment bank that provides companies with capital raising and corporate and strategic advisory services.BANQ (www.banq.co), a newly launched division, is an electronic investment banking platform that streamlines the matching of accredited investorswith quality growth companies and alternative investment opportunities.

For over 25 years he has worked with numerous public and private companies and integrates a strong, successful entrepreneurial background withextensive financial services and capital markets experience. He has assisted numerous companies in a "soup-to-nuts" process, preparing them for lifeas a public company and advising them on an ongoing basis as to further rounds of financing, strategic acquisitions and a broader investor base via alisting on a higher securities exchange or market. He is an expert in capital markets investigative analysis of trading activity, short selling and marketactivity providing investigative services for Board of Directors, Special Committees and public companies. Mark also serves as an expert witness inFINRA arbitrations and court actions.

Mark is also Managing Director of TriPoint Capital Advisors, LLC, a merchant banking and financial consulting affiliate of TriPoint Global Equities. He isthe recipient of several entrepreneurial awards and has been profiled in BusinessWeek and CNBC, as well as several other publications. He is agraduate of the University of Maryland School of Business and Management with a B.S. in Finance. He holds Series 24, 62, 63, 79, 82 and 99 licenses.

36Privileged & Confidential | Accredited Investors Only

Page 37: 201723 msg 506c presentation-final

Experienced Directors

Mike Micucci -- Director

Mike is a retired Marine Corps Colonel with over thirty-one years of both military and industry experience. He has held a variety of operational andDepartment of Defense (DoD) acquisition positions, served as Vice President for Expeditionary Programs at Textron Marine and Land Systems, and iscurrently the owner and CEO of Micucci Solutions Group.

Mike understands all aspects of DoD Acquisitions from early research and development through life cycle sustainment from both the military andindustry perspectives. His broad experience of acquisition billets within the Marine Corps include; Program Manager for the Marine Corps LightArmored Vehicles, Product Group Director for Ground Transportation and Engineer Systems, Military Deputy to PEO Land Systems, Product Managerfor the Combat Tactical Vehicle, and Countermine Project Officer. As a Marine Officer, he served successfully in each element of the Marine AirGround Task Force (MAGTF) to include combat leadership positions as Combat Engineer Company Commander during Operation Desert Storm andCombat Engineer Battalion Commander during Operation Iraqi Freedom.

His expertise resides in Market Intelligence, Program Management Support, Customer Engagement, and Business Development Strategies. Mike isintegrally connected to an extensive network with expertise that spans the diverse range of the DoD acquisitions. Strategically located in the greaterNational Capital Region, Micucci Solutions Group is just south of Marine Corps Base, Quantico, Virginia - home to Marine Corps Systems Command,PEO Land Systems, and Marine Corps Combat Development Command.

Mike is a qualified Department of Defense (DoD) Acquisition Professional and Level III certified in Program Management. He holds a Bachelor ofScience degree in Civil Engineering from Iowa State University, a Masters degree in Public Administration from Western Michigan University and aMasters degree in Resource Management from the Industrial College of the Armed Forces.

37Privileged & Confidential | Accredited Investors Only