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Compass Venture Capital, L.L.C. ("CVC" or the "Firm") is a boutique private equity and investment banking advisory firm. CVC specializes in assisting entrepreneurs and management teams of start-up and developing technology-oriented enterprises that require private equity and investment banking advisory services to accelerate their growth and development. Through leveraging the skills and contacts of its Members, advisors and staff (collectively, the "Management Team" or the "Team") and select professional service companies that we work with ("Alliance Partners"), CVC provides private equity and a comprehensive suite of professional services, including capital raising, analytical (finance and accounting), technology consulting, strategic, management, business development, and M&A advisory services (collectively, "Services" or "Service Offerings") in a highly-efficient, cost-effective manner to a select group of entrepreneurs and management teams of start-up and developing technology-oriented enterprises. CVC works in close collaboration with senior management of Client Companies to empower them to achieve their goals, and through innovative compensation arrangements, the Firm shares in their Clients' risks and rewards. CVC helps Clients generate opportunities in their respective markets by efficiently aggregating the people, processes, relationships, professional services and funding that are key to the success of emerging and developing technology-oriented businesses. CVC also actively partners with Clients to understand and create new, scalable opportunities in the global marketplace. CVC has particular expertise in assisting businesses with their capital raising activities and effectuating strategic mergers, acquisitions and industry consolidations, and towards this end, works with Clients to articulate and execute a capital structure that enables companies to achieve their business goals and capitalize on market opportunities. As many emerging and developing companies find it difficult to compete while facing disruptive events, such as implementation of new technology, legal and regulatory issues, financing and capital raising activities, product launches or competing in a global marketplace, or executing mergers and acquisitions, CVC offers seamless transition management services to Clients during their critical stages of development and expansion by leveraging the skills and contacts of the Firm's Management Team and in so doing offers expert counsel to navigate such events while increasing the Client's value. CVC works with a diverse set of investors, including equity funds, angel investors and financial institutions, to identify, analyze and invest in certain types of scalable, highly-profitable businesses and opportunities involving select technologies and industries including: high technology, biotechnology, wireless and communication technologies, medical technology, advanced materials, information technology and e-commerce, computer hardware and software, and homeland security. Finally, the Firm works with its Alliance Partners to jointly market and deliver our Services and those of our Alliance Partners in a more-cost effective, efficient manner, and in so doing we collectively serves a broader client-base than we otherwise could do alone. The backgrounds, experiences and skills of CVC's Team and the Firm's Service Offerings reflect the changing nature of the marketplace, the evolving needs of entrepreneurs, developers and investors, and the commonality of professional services required by Clients. It is in recognition of such commonality of needs and Services, and CVC's ability to draw upon its seasoned Team to meet such needs and deliver such Services in a comprehensive, cost-efficient and highly-effective manner, that the Firm was founded. In essence, CVC is a "one-stop shop" for Clients embarking upon a new venture, creating a new product or service offering, or seeking to gain traction through mergers, acquisitions, consolidations, divestitures and/or strategic business development.