Process

In reviewing potential investment opportunities, Westbury follows an institutionalized process which generally includes the following steps:

Initial Review: All business plans are reviewed promptly. Upon receipt of a business plan, we first ascertain whether the proposed opportunity is fundamentally consistent with our investment strategy. Plans not meeting our investment parameters are respectfully declined via e-mail or telephone.

Preliminary Due Diligence: The next step entails a scheduled call with management to discuss basic issues regarding the opportunity to determine if a meeting with the company is warranted. If so, we meet with management and contact the existing investor group to develop a thorough understanding of the business and the transaction. Additionally, we conduct independent research on the company, its market and competition.

Submit Term Sheet or Indicate Participation: In transactions where we serve as lead investor, we submit a term sheet outlining the basis on which we would proceed. In other situations, we indicate our intent to participate on the established terms. In either instance, our commitment is subject to satisfactory completion of our detailed due diligence process.

Confirmatory Due Diligence: At this stage, we intensify our detailed review and analysis of the company, its market, competitors and financial model.

Westbury's due diligence process includes (i) subsequent meetings with other key members of the management team; (ii) extensive inquiries with past and present customers, vendors, competitors, and industry specialists; and (iii) detailed analysis of the financial projections, as well as the underlying assumptions. In select situations, we will engage independent consultants to assist in the evaluation of specific issues concerning the company or its industry. In transactions where Westbury is serving as a participant or co-investor, we will generally partner with the lead investor on due diligence in an effort to expedite our process.

Throughout our due diligence process, we carefully assess most relevant alternative means and scope of prospective liquidity events.

Transaction Terms and Structure: Concurrent with the completion of our due diligence process, Westbury finalizes structure and resolves all outstanding terms and issues. Westbury places high priority on ensuring there is appropriate alignment of incentives and interests throughout the equity capital structure.

Definitive Agreements and Closing: In transactions where we serve as lead investor, Westbury's counsel prepares and reviews definitive agreements to be executed by all parties related to the investment. In all instances, we thoroughly review all definitive documentation.

Remain Actively Involved: Following the close, as partners with the investee company, Westbury provides the necessary resources and guidance to contribute to its success.