Date Client Name Title Address City, State, Zip Dear (Client Name): Thanks for taking the time yesterday to discuss the financial management needs of (company). We are very excited about the opportunity to propose the services of TechCXO at (client), and look forward to working closely with you to formalize the scope of these services and to begin providing the value needed for (client) to “Experience Acceleration”. As we discussed, TechCXO provides (relevant services). This typically comes in the form of a TechCXO partner assigned to each account to manage the overall relationship and serve as the CFO level resource in the organization. The CFO can be involved with a variety of tasks, including review of financial statements for compliance with GAAP, discussion and management of the business and operating model, participation as a key member of the management team, helping to formulate strategy, and discussions with potential investors, bankers and the like. In addition to the service of the TechCXO partner, if required, we can provide additional resources on either a project or permanent part-time basis to provide such services as staff accounting, special financial projects, hiring assistance and HR management. We also offer comprehensive services for Sales, Marketing, Operations, Technology and Talent. The attached proposal outlines in more detail some of the capabilities of TechCXO and the particular areas where we propose that (company) engage us, based on our understanding of your needs. After you have had a chance to review this proposal, we would welcome the opportunity to review it with you in detail to address any questions you may have, and to further refine your requirements. We look forward to working with you in this process. Sincerely, Partner, TechCXO 75 5th Street, Suite 354, Atlanta, GA 30308 About TechCXO TechCXO is a professional services firm that provides experienced, C-Suite professionals to deliver strategic and functional consulting services for technology companies. TechCXO partners combine practical experience, comprehensive resources and best practices to deliver objective, high-value results. We answer your critical issues around obtaining capital, increasing revenue, entering new markets and improving margins. We create value in every engagement by using our knowledge and experience to give clients new options and choices to: - Invest Reposition Obtain capital Build market visibility Increase revenue Make acquisitions - Build sales channels Select and deploy technology Enter new markets Develop new products Improve operating margins Exit TechCXO Finance Practice Our Finance Practice partners act as your guides through your most critical decisions and functions. Every one of our Finance Practice partners have successfully led technology companies as their CFO or most senior finance officer. Our clients include angel, venture and private-equity backed tech firms, small cap public companies, rapid growth companies or companies with interim or complex project needs. Services include Corporate Governance, Debt & Equity Financing, Financial Operations, Strategy & Business Planning, Transaction Support and Specialty Services. We meet needs and solve issues in the following areas: • Treasury & Cash Management • Equity & Debt Financing & Recapitalizations • Financial Management & Executive Leadership • Accounting System Selection & Implementation • M&A, Divestitures and Joint Ventures • Due Diligence Support and 75 5th Street, Suite 354, Atlanta, GA 30308 • • • • • • Analysis for Buyers and Sellers Turnarounds & Restructurings Building or Upgrading Your Board Business Plan Strategic Plans Financial Models Executive Presentations (for capital raising, M&A, etc.) • Internal Controls / Policies & Procedures • Accounting and Control Procedures • GAAP • SEC Reporting • Audits & Audit Committees • Contracts/Agreements Specialty Service Offerings • • • • • SWOT Analysis (Strengths, Weaknesses, Opportunities, Threats) FAS 123R and IRC 409A (Stock Option Accounting and Reporting) Foreign Currency Translations Revenue Recognition Consolidations • • • • • • Foreign Subsidiaries Valuation Analysis (corporate or intangibles) Contract negotiation Equity-based compensation programs Human resource policies and procedures Employee benefits As a key member of your management team, TechCXO can provide the right resource at the most effective cost to address the needs of your growing enterprise. We look forward to having you join the growing list of satisfied TechCXO clients. 75 5th Street, Suite 354, Atlanta, GA 30308 Consulting Services Proposal for (Clients) (Date) Overview (Client) is developing a new generation of on-line games delivered through social networks. The management team is made up of gaming industry veterans, and the company has recently secured initial venture financing. The initial product is expected to launch in Q4 2011. The business model is a “Freemium” model, whereby consumers will access games for free through social networks like Facebook, and then hopefully upgrade to premium content for an additional fee. The Company is expecting rapid growth, and management is seeking executive management assistance, particularly in the financial arena, to help ensure that financial operations are appropriately established and managed to facilitate the expected growth. Additionally, management is seeking assistance in strategic planning for company growth, financing that growth and planning for potential exit opportunities in the future. Currently, financial operations are being managed by an office manager with book keeping experience and are operating on a QuickBooks platform. This consists mostly of payroll processing and vendor bill payment, and basic monthly financial reporting. Objectives Based on our discussions with (Client) management, the following outlines the areas where TechCXO could provide value added services. This list is not meant to be all inclusive, nor is (Client) required to engage TechCXO for all of these services. It is meant to provide an outline of our observations of where additional expert resources could be applied for significant value add to the business: 1. Work with existing resources to gain an understanding of the current financial processes. Establish a routine of monthly financial close and reporting that provides timely results and actionable information. Also, help identify key operating metrics and ensure that proper tracking and reporting are in place to achieve company objectives. 2. Produce a financial model of the business based on the desired growth state. Help identify and model key business drivers so that appropriate sensitivity analysis on operating and sales options can be easily modeled, 75 5th Street, Suite 354, Atlanta, GA 30308 3. 4. 5. 6. 7. and include impacts on working capital, capital expenditures, space needs, hiring, and cash burn rate. Based on the outlook from the modeling effort, assist (client) management in crafting a financing strategy for the business growth, including timing and identification of financing options, and assist management in preparation of materials that would be needed to best present the company and assist in procuring the desired financing. Provide guidance to management around the operations and financial implications of various growth and financing strategies and alternatives. Prepare regular monthly reporting package for sharing with outside investors. Participate in regular business reviews and Board of Director meetings to explain the financial results. Perform a “financial health check” of the business to identify any significant risk areas related to financial processes, human resource management, tax/nexus issues and risk management. The goal would be to identify any issues requiring immediate attention, as well as compiling a list of items that should be addressed over time as resources permit. Help identify any tools or systems that may be needed to support the financial and operational needs of the Company. Participate in regular financial and operations reviews to ensure (client) is tracking to plan, and assist in mitigation planning if needed. Timing, Scope and Staffing TechCXO proposes to assign Neal Miller as the CFO partner for (client). Neal has significant experience in early/mid stage companies. Neal will provide oversight to the overall process and provide the CFO level guidance to the Company as appropriate. We also recommend the assignment of Jason Scherr, a Director at TechCXO. Jason has significant experience in complex financial modeling and setting up financial systems, processes and reporting packages. Jason will take the lead in items 1,2,4,5,6 above. Profiles for Neal and Jason are attached. As the scope of work is finalized, additional TechCXO resources may be assigned, with (client)’s approval. The objective of these assignments would be to match the most cost effective resource with the scope of services to be performed. While the startup phase of the project likely will involve more effort, we would expect that the ongoing involvement would be in the range of 15-25 hours per month. In the early phase of the engagement, we would expect to be on site approximately two visits per month and interacting remotely in the interim. TechCXO’s services are provided on an hourly basis. structure is: 75 5th Street, Suite 354, Atlanta, GA 30308 Our standard rate Hourly Rate $220 $160 $125 $65-90 Billed as incurred CFO/Partner Director Controller Staff Accountant Expenses (if any) Terms and Conditions Terms and conditions are defined in the Consulting Services Agreement that will be executed by the parties after approval of this proposal. A copy of the Consulting Services Agreement is attached for your reference. Approvals To accept this Proposal, please sign and date below. Executed by TechCXO, LLC Executed by (client) Signature: Signature: Date: Date: Name: Name: Title: Title: 75 5th Street, Suite 354, Atlanta, GA 30308 TechCXO Team Profile Neal Miller - Partner Neal Miller brings over 25 years of financial, operations, sales and marketing executive management experience to TechCXO, having served in senior management positions in private and public companies ranging from pre revenue to $2 billion in revenues. Neal has significant experience in software, telecommunications and subscriber based services. Prior to joining TechCXO, Neal has served as CFO at publicly held companies American Software Inc., Syntellect Inc. and Cypress Communications Inc., and in a senior financial management position with Tandem Computers. His early stage experience includes venture backed CES International where he prepared the company for an IPO and raised nearly $20 million in venture capital, and Agentis Software, where he led a buyout of this venture backed company and served as CFO and Director. Neal also has served on the advisory board of MaxRecall Technologies, an early stage, privately held provider of integrated document management solutions. Neal’s spans of responsibility as a CFO have included all financial, administrative, legal, human resources, IT and internal systems development functions. He has extensive experience directing the implementation of back office solutions, both packaged and custom developed systems. In addition to his financial expertise, Neal also served as Division President of Syntellect Interactive Services, the $10 million hosted IVR services division of Syntellect Inc. where he was responsible for sales, marketing, product development and customer care and as an Account Executive, selling enterprise software solutions at American Software. Neal began his career as a CPA with then Big 8 firm KPMG after obtaining his BBA from Georgia State University. 75 5th Street, Suite 354, Atlanta, GA 30308 Jason Scherr – Director Jason Scherr has been with Tech CFO since early 2008. Jason offers clients financial and accounting leadership drawing on a diverse business background. He has held numerous positions within small, medium and large companies including: CEO, VP- Finance, Treasurer, Controller, Director of Operations, Program Manager and Analyst. Prior to joining Tech CFO, Jason worked as VP- Finance reporting to the CEO of a service company where he was responsible for all financial and accounting functions of the organization. He led a $10 million capital raise that ignited revenue growth from $4 million to $25 million. Jason started his career as an Analyst and eventually became Program Manager at General Electric where he was involved with new business development and current product growth related to major clients including Home Depot. Jason has a BBA degree from Goizueta Business School at Emory University and is a lifetime member of MENSA. 75 5th Street, Suite 354, Atlanta, GA 30308