i i" mun PATHWAYS i on 151:; i . um AF rm IHE Confidential Information Presentation November 2016 .1 mmuuwim A Disclaimer giggwm?iRAT?? amateur". Clearsight Advisors. Inc. (?Clearsight?) has been retained by Wikistrat. Ltd. (?Wikistrat?. ?Project Wisdom" or the 'Company') to serve as its exclusive ?nancial advisor in connection with a Transaction. This Con?dential Information Presentation (the ?Presentation?) has been prepared for discussion purposes only. It is being delivered on a con?dential basis to selected parties solely to assist them in deciding whether to proceed with their investigation of the Company in accordance with procedures established by the Company. This Presentation does not purport to contain all of the information that may be required or relevant to a recipient's evaluation of any Transaction and recipients will be responsible for conducting their own investigations and analysis. The distribution and use by each recipient of the information contained herein and any other information provided to the recipient by or on behalf of the Company or its representatives is governed by a con?dentiality agreement. a copy of which has been executed and delivered by each recipient and which strictly limits the circulation. copying and disclosure of the information contained in this Presentation. IF YOU HAVE NOT EXECUTED AND DELIVERED SUCH A CONFIDENTIALITY AGREEMENT. YOU HAVE RECEIVED THIS PRESENTATION IN ERROR. IF SO. PLEASE NOTIFY US IMMEDIATELY BY TELEPHONE. RETURN ANY PHYSICAL COPY, DESTROY ANY ELECTRONIC MEMORANDUM, AND CONFIRM RETURN I DESTRUCTION VIA THE EMAIL ADDRESSES BELOW. Except as provided in such con?dentiality agreement. this Memorandum may not be distributed. reproduced or used without the express consent of the Company or Clearsight or for any purpose other than the evaluation of the Transaction by the person to whom this Presentation has been delivered. In addition. if the recipient does not wish to pursue an Investigation of the Company. the recipient will return this Presentation to Clearsight as soon as practicable. together with any other materials relating to the Company which the recipient may have received from the Company or its representatives. Clearsight has not independently veri?ed any of the information contained herein. Neither the Company nor any of its af?liates or representatives nor Clearsight or any of Its af?liates or representatives makes any representation. warranty or guaranty of any kind, express or implied, as to the accuracy. completeness or reasonableness of the information contained herein or any other written or oral communication transmitted or made available to any recipient. The Company and Clearsight and their respective af?liates and representatives expressly disclaim any and all liability based on or arising from. in whole or in part. such information. errors therein or omissions therefrom. In addition, this Presentation includes certain projections and forward-looking statements provided by the Company with respect to the anticipated future performance of the Company. Such projections and forward-looking statements reflect various assumptions of management concerning the future performance of the Company. and are subject to signi?cant business, economic and competitive uncertainties and contingencies. many of which are beyond the control of the Company. Accordingly. there can be no assurance that such projections or forward- Iooking statements will be realized. Actual results may vary from anticipated results and such variations may be material. No representations or warranties are made as to the accuracy or reasonableness of such assumptions or the projections or forward?looking statements based thereon. Only those representations and warranties that are made in a de?nitive written agreement relating to a Transaction. when and if executed. and subject to any limitations and restrictions as may be speci?ed in such de?nitive agreement. shall have any legal effect. Each recipient should make an independent assessment of the merits of pursuing 3 Transaction and should consult its own professional advisors. Except as otherwise noted. this Presentation speaks as of October 2016. The delivery of this Presentation should not create any implication that there has been no change in the business and affairs of the Company since such date. Neither the Company nor Clearsight or their respective af?liates or representatives undertakes any obligation to update any of the information contained herein. The Company is free to conduct the process for the Transaction as it determines in its sole discretion (including. without limitation. terminating further participation in the process by any party. negotiating with prospective buyers and entering into an agreement with respect to a Transaction without prior notice to you or any other person) and any procedures relating to such Transaction may be changed at any time without prior notice to you or any other person. Any questions regarding the Company or the process should be directed to a member of the Clearsight deal team. None of the management, directors or employees of the Company should be contacted directly with regard to this process. Gretchen Seay Justin Loeb Robbie Haben Steve Gricoskl Managing Director Associate Analyst Analyst 214-302-9934 703-672-3107 703-673-1166 703-672-3390 gseay@clearsightadvisors.com jloeb@clearsightadvisors.com rhaben@clearsightadvisors.com CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE Copyright 2016 Wikistrat. Ltd. 2 Table of Contents ?wmeTR?-?F? Executive Summary II Technology Disrupting Consulting Market Data Analytics Platform Solution Offerings lV Client Overview Case Studies Employees Operations Vl Financial Overview (CCLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE Copyright 2016 Wikistrat. Ltd. 3 I. ?9 I Sec?onl Executive Summary (C: CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL - DO NOT DISTRIBUTE Copyright 2016 Wikistrat. Ltd. 4 . . . W. ., Disruptive Crowdsourcmg Technology #1 First Expert Crowdsourced Data Analytics Platform: proprietary technology extracting real-time intelligence from a global community Of subject matter experts 231% 2013 2015 revenue CAGR 300+ Crowdsourced simulations completed globally at scale across multiple governments (US. and foreign) and private sector clients in over 10 different verticals $32 7K Average engagement size since inception 50b Total potential addressable market for a crowdsourcing technology platform like Wikistrat 2,500+ Global SMES spread across virtually every discipline U.S. GOVERNMENT FOREIGN GOVERNMENTS GLOBAL PROFESSIONAL SERVICES PRIVATE SECTOR Deloltte~ GrantThomton EY FORTUNE CCLEARSIGNT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE Copyright 2016 Wikistrat. Ltd. 5 ll World?s First Crowdsourced Data Analytics Platform Wikistrat has combined proprietary technology and a global pool of SMEs to forever change the consulting industry by providing unmatched speed, diversity of perspective, and value to a wide variety of industries - Why is a crowdsourced analytics platform superior to traditional TECHNOLOGY PLATFORM consulting solutions? Proprietary dashboard that allows real-time AGILITY: Analytic teams are communicati?n and assembled on demand to analyze an issue in response to global, regional or country-level events . . GLOBAL EXPERT W-l ?5311, INNOVATION. Drowdsourced consulting NETWORK i leverages the and skill-sets of a 2,500+ SMES from around Big Data Driving large and diverse group of SMEs, all collaborating in real time mitigating individual biases while simultaneously allowing the group to optimize ideas of each individual industries the globe across all Big Solutions I PROPRIETARY IP TRANSFORMING ROI: Crowdsourced consulting CONSULTING produces results at approximately one- third the time and total cost of Gamification engine, data . . . anaMics platform, and more lverlng an equwa en serwce roug disrupting the industry traditional means norm CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL - DO NOT DISTRIBUTE '9 Copyright 2016 Wikistrat. Ltd. 6 Wikistrat?s proprietary platform has won praise for its ability to deliver powerful, predictive analytics and the forecasting of national security events ?Intelligence is no longer just stolen secrets, but the wisdom of knowledgeable observers. Wikistrat delivers exactly that. General (ret.) Michael V. Hayden, Former Director of CIA, Former Director of NSA ?The sheer number of ideas (Wikistrat?s) workshop generated in a short period suggests that opportunities to capitalize on new information ?ows may be limited only by our collective imagination. Jim Eckenrode, Executive Director of Deloitte's Center for Financial Success ?Wikistrat offers an extraordinary open-source platform with access to vetted expertise that can address vexing yet strategic issues of our times for a wide array of clients. David R. Shedd, Former Senior CIA Executive and Former Acting Director, Defense Intelligence Agency ?That a dispersed team of thinkers assembled by a consultancy known as Wikistrat could out-forecast the world?s leading intelligence agencies seems almost farcical. But it is an eye-opening example of yet another way that crowdsourcing is upending conventional wisdom. Aaron Stanley, Financial Times EXAMPLES OF PREDICTIVE SUCCESS 6 a One month in advance 4 months in advance Predicted major shift in 3 weeks in advance Predicted Russian invasion of Foreign Direct Investment Predicted riots within specific Crimea and signi?cant cities in an African country alterations in exchange rates HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE ?79 Copyright 2016 Wikistrat. Ltd. 7 Applications of the Data Analytics Platform Are Endless Threats to Regional Stability 7 . CRIMEAN NATIONALISTS DEMAND TO UNIFY WITH RUSSIA PREDICTION Russian separatist movement will rise in eastern Ukraine, based on Russia?s ?manipulation of nationalist sentiment to promote its own interests.? Russian President Vladimir Putin announced the annexation of Crimea, two days after voters in the semiautonomous territory approved a hastily called referendum on separating from Ukraine. Major Political Upheaval a RISE OF WIDE-SPREAD VIOLENCE IN VENEZUELA PREDICTION A close election in Venezuela will lead to allegations of electoral fraud. The government will be able to maintain power, but at the cost of widespread internal violence. Venezuela?s electoral council certi?ed the razor-thin presidential victory of Hugo Chavez? hand-picked successor and ignored opposition demands for a recount. Led to anti-government protests breaking out in the polarized nation. erJrS?iEAiF ?i d?Kt; . BITCOIN UNDERMINED BY MAJOR CYBERCRIME PREDICTION Bitcoin will suffer a major hack which undermines its status as the of choice. One month after Wikistrat?s prediction, the price of the digital currency had slid to its lowest level in nearly two months. The fall occurred after bitcoin digital marketplace Mt. Gox announced a halt on withdrawals after it had detected ?unusual activity." 5? CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE 97 Copyright 2016 Wikistrat, Ltd. 8 How Does Wikistrat Deliver Its Solution? Wikistrat delivers its comprehensive solution through the combination of crowdsourced simulations and its Anticipatory Threat Analysis technology CROWDSOURCED SIMULATIONS Utilizing hundreds of vetted experts to provide extremely personalized insight into an ATA ANALYTIC PLATFORM Real-time monitoring and tracking of hundreds of qualitative and quantitative, endless number of project-speci?c indicators challenges faced by delivered through a live @vernments corporationy dashboard to the client UNIQUE SOLUTIONS Early Strategic Warning Strategic Analysis Forecasting Receive early warning of national Navigate global complexity by security threats through predictive crowdsourcing local insights from a analysis, big data modeling, and world-class network of geopolitical, customized intelligence dashboards technological, and economic experts Strategic Support Stress-test detailed strategic plans against hundreds of scenarios through business wargaming, simulations, and red teaming exercises Hundreds of Collaborative Real-Time DECISION Experts Platform Analysis MAKERS (C CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE {9 Copyright 2016 Wikistrat. Ltd. Crowdsourced Simulations Utilizing 2,500+ SMES Wikistrat provides interactive, multiplayer, real-time studies (typically utilizing about 100 SMES) to produce improved strategic planning, operations, analysis, and intelligence to the public and private sectors THE DISRUPTION OF CROWDSOURCED SOLUTIONS DIVERSE SOLUTIONS: The crowd enables an organization to source ideas from a vast array of experts across any industry and geography SPEED OF SOLUTION: Crowds deliver solutions to complex problems in a fraction of the time it takes for traditional professional services organizations INCREASED COLLABORATION: Crowdsourcing helps promote inclusive environments within an organization, fostering employee engagementwhile solving problems GEOGRAPHICAL DISTRIBUTION OF SMES INDUSTRY- LEADING POOL OF EXPERTS PER DESK i .. 370+ Holders 385+ Professors 0 200+ ThInk Tank Fellows 100+ 0 80+ 70+ Technological Trends North America Russia 8- Central Asia 90+ 40+ 140+ Cyber Security Latin America Asia Paci?c 90+ 85+ 170+ Energy Security South Asia Middle East 1 65+ 0 90+ 95+ Macro-Economics Eur0pe Africa by PROFESSION 105+ 250+ Candidates Executives 90+ 10+ Former Military Of?cers Former Ambassadors ()50 Former Diplomats Predicted Russian invasion of Crimea in Final Report generated from 3 week simulation that analyzed 150 scenarios utrlizrng 100 .C CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE ?33. Copyright 2016 Wikistrat. Ltd. 10 Intelligence Platform Providing Real-Time Analytics When governments and the private sector need a real-time pulse on an endless number of macroeconomic indicators, Wikistrat delivers its ATA technology solution via proprietary data models and a live dashboard Secret Sauce: AnalySIs Quantitative and Qualitative Deliverables Ingest Engine Utilizing Proprietary Data Models Wikistrat utilizes third?party I Key leading indicators (based on I The technology platform?s (automated data scraping) and data from Ingest Engine) are dashboard is a one-stop shop for proprietary (manual collection) unique to each project and are all analysis, including visualization data in order to assess the proper analyzed in real-time by custom- of ATA scores, live news, real-time leading indicators for client projects built, proprietary algorithms monitoring, and more ?a is 0 Seeial Media - Communi a Traditional Media of a] Open Databases ThinkTanksand Academia I I I I Data Models inf ll;intancial and Statistical processing a a Big Data - Dark Web AnalySIs HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE :25) Copyright 2016 Wikistrat. Ltd. Intelligence Platform: Ingest Engine *7 Collection of data can be tailored to every unique client challenge Wikistrat utilizes in-country and automatic collection WIKISTRAT RELIES ON FOUR MAIN SOURCES OF INFORMATION: Traditional media, ?New? media, focusing on opinion- Data analytics based on n-country (?boots on the such as newspapers makers and based on the principle data sources available to ground?) sources and television that the more popular the person or Wikistrat and the client providing diverse page, the more important they are perspectives SAMPLE SOURCES BREAKDOWN: PRIMARY SOURCES SECONDARY SOURCES In country and informants - State-owned and private television and newspapers - Facebook, Twitter, and YouTube - Financial and public health data, as well as other publicly available data - Official websites - Polls, think tanks, and NGOs l/i INGEST ENGINE (C CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE '9 Copyright 2016 Wikistrat. Ltd. Intelligence Platform: Proprietary Data Models TEQEWTW The ATA platform combines a number of proprietary, quantitative tools with Wikistrat?s crowdsourced simulations to provide actionable insight QUANTITATIVE ANALYSIS QUALITATIVE ANALYSIS Raw data from the Ingest Engine is fed into proprietary Information that is not quanti?ed is fed to the analytic data mining algorithms within a customized data model crowd, which plays various roles, including: - - Interpreting and assessing the model?s indicators EXAMPLES: - Interpreting and contextualizing the model?s quantitative output Terror Count - Measures the public impact, both domestically and globally, of high-pro?le terror attacks - Re?ning quantitative models by choosing, scaling and weighting indicators and categories - Adding the breadth and diversity of crowdsourcing in order to increase integrity, credibility and quality control of deliverables PROPRIETARY DATA-MINING ALGORITHM 2,.Fri, 3?7? 0 II Source: ?Basic Needs: Power Shortages? example from an African Country Regime Stability Wikistrat exercise Basic Needs . Measures access and quality of basic public needs provided by the government, including sanitation, health, and power shortages Exchange Rate Depreciation Pgs?sure - Aids the effort of the Central Bank to control the exchange rate by re?ecting the sense of urgency regarding the depletion of foreign currency reserves Change in Top Stocks - Utilizes a derivative to measure the ?fear factor? in the capital markets via a normalized measure of volatility (CCLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL - DO NOT DISTRIBUTE LE) Copyright 2016 Wikistrat. Ltd. 13 ,lL Intelligence Platform: Deliverable Examples Wikistrat's technology produces qualitative and quantitative deliverables that address a multitude of client questions, including new requests that emerge in real-time as the engagement progresses QUANTITATIVE DELIVERABLES :21 :13} I Quantitative Representation 707;. of Analysis .. Expert - . Analysis .. Live Direct ?0 . . Updates Interaction ?do Alerts With the Experts Data processed from the Ingest Engine is bucketed into several key indicators which are then fed into a proprietary model. The data model generates a numerical score for each indicator in real-time. QUALITATIVE DELIVERABLES - Regular Reports includes weekly, quarterly and annual summaries designed to present a wide range of analyses - Special Reports additional analyses on major events, potential or actual triggers of change, -. or specific issues of interest to the client - Quarterly Simulations - represent opportunities for the client to ?game out? various situations or explore policy options . Speed Simulations - rapid-reaction, 48-hour simulations generated in response to major events or client needs .C CLEARSIGHT HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE '56) Copyright 2016 Wikistrat. Ltd. 14 Rich History of Achievements and Excellence Wikistrat?s Analytic Community launches, attracting some of the world?s foremost expens 6 Recognized for successfully predicting the controversial result and violent aftermath of the Venezuelan presidential election in?? First project completed for ?Foreign Government #1 initiating a relationship that has produced over $6 million of aggregate revenue to date Advisory Council launches with former heads of DIA. CIA, and NSA as members First private sector client, a Fortune 50 technology company, requests a 9- week simulation man?m? NATO is signed as Wikistrat?s first client, requesting a 9-week simulation Wikistrat Inc. is incorporated, introducing a revolutionary data analytics platform to the world ic_ CLEARSIGHT Successfully predicted the Russian invasion of Crimea, garnering attention from prestigious media outlets around the globe HIGHLY CONFIDENTIAL AND SENSITIVE MATERIAL DO NOT DISTRIBUTE First ATA project initiated, representing over $2.5 million in revenue mi Private sector clientele expands as Wikistrat is engaged by EY, Deloitte and Grant Thornton GrantThomton Deloitte, EY 6 First project completed for Deloitte, initiating one of what has become many successful channel partnerships Deloitte. Iii:- Copyright 2016 Wikistrat. Ltd. 9 15