Pluris Valuation Advisors LLC is a valuation firm headquartered in New York. We

believe Pluris values more warrant positions than any other valuation firm in the United States.

Pluris combines valuation and technical accounting expertise in its development and application of valuation methodology in compliance with tax valuation standards, as well as U.S. GAAP and IFRS.

Specific assets valued include warrants and other restricted securities of public companies, auction rate securities, collateralized debt obligations, asset backed securities, distressed debt, bankruptcy claims, limited partnerships, and other assets that lack liquidity. Pluris’ valuations are also used for tax purposes and litigation support.

Our proprietary LiquiStat™ database enables Pluris to value even the most illiquid securities based on market data from the secondary market. Pluris’ access to professionals operating the largest secondary marketplace for illiquid warrants provides us with market “color” that cannot be captured in academic research or databases.

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LEADING WARRANT VALUATION FIRM IN THE UNITED STATES

– About Us –

Global Financial Institutions that require valuations of hard-to-value illiquid or distressed securities

Hedge Funds and other investment advisors that need their portfolios valued for their monthly and quarterly investor statements

Public companies that need illiquid securities valued in order to comply with the fair value rules of U.S. GAAP or IFRS

Large estates and high net worth families who need assets valued for estate-planning purposes

Litigants who need expert testimony for lawsuits involving securities and enterprise values.

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– Our Clients Include –

• Rules of thumb, or theory alone, are not appropriate for valuations of illiquid warrants. Individual discount determinations are needed. This requires market data. LiquiStat contains

more data on trades in illiquid warrants than any other study.

• Very little empirical transaction data exists on the market for illiquid securities. Pluris’ exclusive access to the LiquiStat database of restricted securities transactions on SecondMarket is unique.

• Our proprietary LiquiStat database provides the comprehensive data from real-world transactions that is needed to generate, document and support valuations of illiquid assets.

• Unlike data on private placements by the issuer, where discounts may result from many factors, LiquiStat data comes from arm’s-length investor trades in restricted securities, that are a pure reflection of fair value.

• LiquiStat, along with our capital markets expertise and in-depth knowledge of the legal and regulatory environment for restricted securities, ensures our clients get the most accurate valuations possible.

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LiquiStat™

– The Pluris Advantage –

database

– Repurchase Procedure –

After the full redemption of preferred shares, each Bank may repurchase warrants using these procedures:

• Bank provides the Treasury with its own determination of the Fair Market Value, relying on the opinion of an appraiser

• If the Treasury objects, the Bank and Treasury meet to resolve differences

• If differences are not resolved, the Appraisal Procedure is invoked, as follows:

• Both Treasury and Bank each select an appraiser, each of whom do their own valuation of the Warrants and attempt to agree

• If the two appraisers do not agree on the value, the two appraisers agree on a third appraiser

• The three valuations are averaged, rejecting wide outliers, and this average is binding on both parties

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It is critical that each valuation for this purpose is backed by research that:

• Is based on arm’s-length transactions in illiquid warrants, as empirical data has great potential for resolving conflicts, while theoretical model prices are more likely to prolong disagreements (in a world of “made-to-order” opinions)

• Is specifically tailored to provide valuation discounts suitable for this purpose (valuation discounts for entities with similar financial characteristics)

• Provides ranges and tolerances around central estimates, to further enhance decision making during the negotiation process

• Is based on well-recognized models and statistical methods

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– How to Get There –

• The terms of the warrants (exercise price, expiration date, anti-dilution protection, transferability, etc)

• Other rights, preferences, privileges, and restrictions of the underlying security (registration rights, registration status, etc.)

• Time until the restriction(s) are released

• Fundamental financial and other characteristics of the company

• Trading characteristics of the underlying security (exchange, volume, price, volatility, etc.)

• Ability to borrow the shares for purposes of shorting/hedging

• Precedent sale transactions completed in the secondary market.

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– Warrant Basics –

Warrants are long-term call options on the issuer’s own stock. The valuation of a warrant is impacted by:

• Ten years to expiration

• Exercise prices based on the 20-day trailing average stock price before CPP application date

• American options

• Warrants for 15% of preferred shares

• Customary anti-dilution provisions

• No voting rights

• Shelf registration and piggyback rights

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– TARP Warrants –

Approximately 579 banks received TARP money. This includes 290 publicly traded banks with still-outstanding warrants. Typical terms include:

Banks* Number of Warrants (millions)

Aggregate Intrinsic Value ($m)

Aggregate Market Cap ($m)

All TARP Banks with Warrants (290) 1,440 523 650,862 All With In-the-Money Warrants (40) 206 523 131,475 All With Out-of-the-Money Warrants (250) 1,235 NA 519,387

* All publicly traded CPP recipient banks with still-outstanding warrants. Data as of May 15, 2009.

• Illiquidity discounts apply to all restricted and otherwise illiquid securities. Discounts apply to theoretical “model” prices.

• Transaction data from arm’s-length investor trades in restricted securities from the LiquiStat database serve as the empirical foundation for determining the discount.

• Academic research indicates options without trading are worth significantly less than options that are traded. This should apply to illiquid warrants too.

• Transaction data from private placement studies supplement our research. Pluris uses all industry-standard databases.

• An analysis of borrowing rates, if the security is borrowable, or hedging costs, if it is hedgable, can provide additional support.

• Other value indications can be determined based on theoretical models, such as the Longstaff and Finnerty models, for restricted stock.

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– Warrant Illiquidity Discounts –

The discount for lack of liquidity is based on a combination of all relevant factors, methods, and empirical data; and appraiser judgment.

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– Meet the Team –

Espen Robak, CFA, President

President of Pluris Valuation Advisors LLC, is a nationally recognized expert on private warrants, illiquid debt instruments (including auction‐rate securities), FAS 157, valuations for alternative investment managers, and discounts for lack of liquidity; and a prolific author on valuation, accounting, and taxation topics. Recent article topics include fair value of illiquid securities, auction‐rate securities valuation, PIPE (private investment in public equity) valuations, amendments to Rule 144, illiquidity discounts, valuation of stock options, M&A arbitrage data, and restricted stock marketability discounts. Mr. Robak’s expert commentary has been featured in the Wall Street Journal, Financial Times, Forbes, CFO Magazine, Bloomberg, Absolute Return, American Banker, The Deal, Compliance Week, Inside Market Data, Opalesque, Accredited Investor, and Hedge Fund Manager Week. He is a columnist for Wealth Strategies Journal.

Rick Martin, CPA, Vice President

Vice President of Technical Accounting, is in charge of resolution of technical accounting issues as they pertain to our valuation clients, and manages our relationships with audit professionals. Mr. Martin’s valuation experience encompasses warrants, convertible preferred shares, and other restricted securities. Prior to joining Pluris, Mr. Martin served as Head of Technical Accounting at Cowen and Company in New York and Senior Technical Accounting Advisor at Credit Suisse in Zurich. Prior to Credit Suisse, Mr. Martin also held advisory roles in financial services at each of the Big Four accounting firms since 1997.

Elpida Tzilianos, PhD, Senior Associate

Head of New Product Development, also leads our illiquid equities valuation practice while providing support for Pluris’ bankruptcy practice. Ms. Tzilianos’ valuation experience includes restricted stock, warrants, debentures (convertible and non-convertible) and other hard-to-value, illiquid and/or distressed securities. Prior to joining Pluris, Ms. Tzilianos was a Research Associate at Finnerty Economic Consulting LLC, a litigation support, valuation, and financial consulting firm where she conducted extensive private placement research and complex modeling on restricted securities. Ms. Tzilianos also taught as an adjunct professor at both Manhattan College and Fordham University’s Deming Scholars MBA Program. Ms. Tzilianos received her PhD in Economics from Fordham University in 2006.

Eric Liu, Head of Research

Head of Research, is responsible for research on illiquid securities and for developing valuation models for illiquid equity securities, auction-rate securities, limited partnership interests, bankruptcy claims, and other illiquid assets. He is primarily in charge of the maintenance and transactions analysis required for the LiquiStat database. Furthermore, as a member of the Product Development team, he assists in developing and expanding the firm’s business lines. Prior to joining Pluris, Mr. Liu worked for Merrill Lynch and Haver Analytics where he gained asset management, and economic and financial research experience. He also has four years of engineering and project management experience in the IT/Telecom industry in China. Mr. Liu earned his Master’s of Business Administration from Pace University and his Bachelor of Engineering degree from Xidian University.

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– Contact Information –

26 Broadway, Suite 1202, New York, NY 10004

www.PlurisValuation.com

Tel: (212) 248-4500 | Fax: (212) 248-4599