Disclaimer

This disclaimer and the information contained herein is confidential and has been prepared exclusively for the benefit and internal use of the Compass Consulting (Compass) client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”). 

In connection with the preparation and provision of these materials, Compass has relied upon and assumed, without independent investigation or verification, the accuracy and completeness of all financial and other information that was made available, supplied, or otherwise communicated to Compass by or on behalf of the Company and other publicly available information, and Compass expressly disclaims any responsibility for, or liability in connection with, such information or the Company’s use of these materials. Any analyses of any potential strategic alternatives or transactions that may be available to the Company reflected in these materials (and the other contents hereof) are preliminary and are subject to the assumptions and qualifications set forth herein, as well as further review and modification by Compass. Any valuation ranges or other estimates are solely illustrative and do not purport to be valuation advice in respect of the Company or any other entity (including any potential counter-party to any strategic alternative or transaction) and should not be relied upon as such. Any such advice would only be provided pursuant to an engagement letter or other definitive written agreement entered into between the Company and Compass. These materials are necessarily based upon economic, market, financial and other conditions as they exist on, and on the information made available to us as of, the date of these materials, and subsequent developments may affect the analyses (if any), information or other contents in these materials. These materials do not contain advice in any respect as to the legal, regulatory, tax or accounting consequences of any potential strategic alternatives or transactions on the Company or the Company’s shareholders, and it is the responsibility of such parties to obtain advice on such matters from other qualified professionals. It is understood that these materials are solely for the information of, and directed to, the Company and its Board of Directors in their evaluation of potential strategic alternatives or a transaction and are not to be viewed as definitive or to be relied upon by any shareholder of the Company or any other person or entity. 

These materials are not intended to, and do not, constitute a valuation of the Company or any other party (including, without limitation, the price or consideration that may be offered or paid in any potential transaction, or in any of the other terms thereof), a fairness opinion, or a recommendation to the Company as to how the Company, its Board of Directors or shareholders should vote or act with respect to any potential strategic alternatives or transactions, and are provided for informational purposes only. 

Any identification of, or discussion regarding, any third parties in these materials does not purport to indicate the interest or receptiveness of any such party to a strategic alternative or transaction with the Company. Any such indication of interest, and the potential terms of any such transaction, can only be ascertained through substantive negotiations with such third parties Compass cannot and will not guarantee the successful consummation of any potential strategic alternative or transaction referenced herein. In addition, the Company should be aware that in the ordinary course of Compass’s business, it may have had confidential discussions with financial investors or with parties in the Company’s industry group (including competitors) regarding strategic alternatives, including potential transactions. Such discussions may have focused on specific companies and/or presented illustrative data concerning possible transactions involving such companies, which may include the Company. These materials are confidential and are not to be published, quoted or referred to, in whole or in part, in any registration statement, prospectus or proxy statement, or in any other document used in connection with the offering or sale of securities or to seek approval for any potential strategic alternatives or transactions, nor shall these materials be used for any other purposes, without Compass’ express written consent. All transaction announcements included herein appear as a matter of record only. 

Compass is a full-service consulting firm which may be engaged at various times, either directly or through its affiliates, in various activities including, without limitation, consulting services for banks, credit unions, securities firms, law firms, and capital markets firms. In the ordinary course of these activities, which may conflict with the interests of the Company, Compass and its affiliates from time-to-time may (i) effect transactions for its own account or the accounts of its customers; (ii) hold discussions with and provide information to clients, potential clients and other entities regarding various market and strategic matters, which entities may include potential counter-parties to a transaction or strategic alternative involving the Company, and which matters may have included a possible transaction with the Company; and/or (iii) perform various consulting services for other clients who may have conflicting interests with respect to the Company. 

Independence of Research 

Compass prohibits its employees from directly or indirectly offering favorable research, as consideration or inducement for the receipt of business or for compensation. 

Basis of Disclaimer 

Unless otherwise indicated, information presented herein with respect to the experience of Compass also includes transactions effected and matters conducted by companies Compass, either directly or indirectly, has a consulting relationship with (including pending projects not publicly announced by Compass, or by Compass personnel). 

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