ImperialCapitalLLCSecurity Practice scussionMaterialsOctober 2008December 2019

Introduction to Imperial Capital

Introduction to Imperial CapitalFirm OverviewImperial Capital is a nationally recognized full service investment bank with an integrated platformEquity BostonFixed Income ChicagoInstitutional Sales& TradingInvestment BankingResearch HoustonFinance LondonMergers &Acquisitions Los AngelesRestructuring MinneapolisEquity New YorkFixed Income Stamford Tel Aviv3

Introduction to Imperial CapitalInvestment BankingInvestment BankingFinancingsMergers & Acquisitions Equities Sellside advisory Active trader of middle market equitysecurities Buyside advisory Public equity / PIPEs Preferred stock Equity Linked / Hybrid Securities Convertible debt / preferred Subordinated debt Board advisory / Strategic alternativesRestructuring & Recapitalization Extensive advisory experience combinedwith capital markets distributioncapabilities Represent Public and private companies Debtors Deep industry knowledge Secured / unsecured creditors Strong auction process Equity Committees Acquirers (companies, assets, claimsand securities) Fixed Income High Yield Unitranche Valuations & Fairness Opinions In- and out-of-court servicesAsset or cash-flow based bank lending Public or private situations Extensive expert testimony experienceMezzanine stressed financings Broad range of transactions or securitiescoveredVertical Industry Groups Aerospace, Defense &Government Services Consumer General Industrial Media & Entertainment Energy (Clean & Traditional) Healthcare Security & Homeland Security Airlines & Transportation Financial Services Real Estate, Lodging & Leisure Telecommunications & Technology Business Services4

Introduction to Imperial CapitalInstitutional Sales and TradingInstitutional Sales and TradingBank DebtHigh Yield Focus on illiquid and larger credits Primarily 2 billion and below issue size Experienced team sourcing and placing bank debt Comprehensive institutional coverage Experienced settlement group with legal andaccounting background Significant capabilities in illiquid issues Capital structure arbitrage Public and private convertible debt / preferred equity Corporate Repurchase advisory services Second lien debtHigh Grade / Hybrid Capital Group HY & HY Capital Securities, (Hybrids) & HG NonFinance Capital structure Dedicated to Global Financial Institution coverage Proprietary ELP Relative Value process and PortfolioTrading Table for Hybrid securities Active across entire issuer’s capital structure: US,Euro and Sterling (GBP)Equity Traded over 876 million shares of equity securitiesand 1.5 million equity option contracts in 2018 Expertise in: Identifying and trading undervalued securitiessupported by in-depth research Block execution of thinly-traded public andprivate equities Discrete transactions for high-profilecounterparties Trading special situations, small-cap &orphaned securitiesImperial Capital’s capital market professionals traded approximately 31.5 billion face of debt in 2018,and cover over 2,500 institutional investors including Mutual Funds, Private Equity and Hedge Funds5

Introduction to Imperial CapitalInstitutional ResearchInstitutional ResearchCapital Structure AnalysisEquity & Industry Analysis Provides coverage of entire capital structure ofthe issuer to aid institutional clientsCompany Specific Coverage Emphasis on inefficiently priced and undercovered situations Team of dedicated equity analysts providingcoverage of more than 140 companies Publishes research across the quality spectrum,from high grade to cross-over, high yield, fallenangel and distressed Emphasis on relative value opportunitieswithin and across industry sectors Focus on small and mid-cap equities, typicallyranging from 150 million to 2.0 billion inmarket capitalizationSpecial Situations CoverageDesk Analysis Focus on timely, trading-oriented analysis ofevent-driven and/or capital structureopportunities Expertise in bankruptcy and legal-processdriven situations Targeted research on special-situations fromtrade claims to post-reorganization equitiesIndustry Coverage Aerospace, Defense &Government Services General Industrial Airlines &Transportation Media & Entertainment Business Services Consumer Energy Financial Services Healthcare Real Estate, Lodging &Leisure Security & HomelandSecurity Telecommunication &Technology6

Introduction to Imperial CapitalAnnual Security Investor Conference Imperial Capital will hold its 16th Security Investor Conferenceon December 10 – 11, 2019 at the InterContinental New YorkBarclay Deepest Security coverage of any conference anywhere;from Technology to Services and Logical to Physical,crossing both Commercial-Industrial and Governmentmarkets including: Access control Guard Services Alarm monitoring & home automation Homeland Security Cloud Security and Privacy Identity Solutions Cyber Security Information Security Protection of Smart Grid & CriticalInfrastructure Risk Management & Safety Surveillance TechnologyRepresentative Security Investor Conference Presenting Companies7

Introduction to Imperial CapitalIndustry Coverage We publish quarterly industry reports and periodic white papers on several sectors Reports include industry specific trends and outlook, including: Macro-economic overview and outlook Analysis of recent Financing, M&A and Restructuring activities Current environment outlook for transactions Sub-sector specific industry trends and analysis As part of our industry coverage, Imperial bankers attend relevant industry events and tradeshows to keep active dialog withcompanies in the sector Maintain strong relationships with industry executives8

Introduction to Imperial CapitalDeep Industry Knowledge and RelationshipsSecurity Focus Quarterly reports are published covering the Security Industry Tracking of macroeconomic trends Analysis of trends in acquisition activity Public company and M&A valuations Selected debt and equity financings We specifically analyze three subsectors: Physical Security Identity Solutions Information Security / Cyber Publish white papers on trending sector themes such as homeautomation, residential services, anti-counterfeiting and brandprotection Attend relevant industry events to keep an active dialog withcompanies in the sector Maintain strong relationships with key industry executives andacquirers9

Introduction to Imperial CapitalTruly Unique Combination of Banking and Operational Experience in Security Relevant Knowledge: Imperial Capital has a deep & broad understanding of the security industry Experience: The Imperial Capital security team has both extensive banking and operational backgrounds Over 85 years of industry specific banking and operating experience among the four senior bankersWe understand the importance of strategic considerations in both acquisitions and divestitures as well as the difficulties oftheir executionStrategic Advice: Understanding our client’s strategy is a top priority We have many years of experience conducting M&A and financing in this spaceWe have an intimate knowledge of the key industry players and can leverage existing relationships to benefit our clientsWe are not afraid to tell our client that a potential transaction is not in its best interestsResearch: Quarterly reports are published covering the Security Industry Tracking of macroeconomic trendsAnalysis of trends in acquisition activityPublic company and M&A valuationsSelected debt and equity financings Conferences: Imperial Capital’s annual Security Conference has grown over the last 16 years to become the industry’spremier strategic event Transactions: Imperial Capital has advised on recent key transactions within the Security Industry including Acquisition of Convergint Technologies by ARES ManagementADT’s initial public offeringInterface Security Systems’ recapitalization and notes exchangeShotSpotter's initial public offeringAcquisition of SDI’s Integrated Security Systems Division by Convergint TechnologiesMerger of ipDatatel and Resolution Products (and subsequent recapitalization)10

Introduction to Imperial CapitalSenior Team Comprised of Highly Experienced BankersJohn E. Mack III John E. Mack III has over 25 years of experience as anoperator, acquirer and banker in the Security andMonitoring Services sectors Imperial Capital – EVP, Co-Head of Investment Banking,Head of M&A, Head of Security Practice Group Bill Lynch Imperial Capital – Managing Director Leader in security industry investment banking USBX Advisory – Founder & CEO Leading boutique investment bank in the security industry Sold to Imperial Capital in 2007Oversaw growth from 30,000 subscribers and 17MM in revenueto more than 1.6 million subscribers and 600MM in revenue Acquired 200 companies in 10 year span Enterprise value of over 2 billion Raised over 2 billion in public debt and equity Westec Security – VP Sales M.B.A. from the University of California at Los AngelesLeader in security industry investment banking ProFinance Associates – Vice President Focused on providing M&A and strategic advisory services toclients in the security and life-safety, maritime technology, andrecurring revenue service business sectors. In security and life-safety, he has managed and completedtransactions in software, hardware, sensors, recurring revenuemonitoring, and integration service businesses Protection One (NYSE listed) – CEO & Board Member Bill Lynch has over 18 years of experience as a bankerin the security, maritime technology and repetitiveincome service business Industrial Gypsum Division of USG Corporation Led strategic and capital planning, distribution, marketing, andsales with responsibility for the general management of thewestern United States B.S. from Menlo College B.A. from Stanford University11

Introduction to Imperial CapitalSenior Team Comprised of Highly Experienced Bankers (cont.)Rick Juarez Rick Juarez has over 20 years of experience as a bankerin the Technology and Software sectors Imperial Capital – Managing Director Leader in cloud security, infrastructure software and serviceinvestment banking Waller Capital – Managing Director Leading boutique investment bank in the technology, media andtelecom industry Morgan Joseph TriArtisan – Co-Head of TechnologyInvestment Banking Advised numerous infrastructure companies Nollenberger Capital Partners – Head of Investment BankingKoby Tanzer, CFA Koby Tanzer has over 15 years of experience as abanker in the Security and Technology sectors Imperial Capital – Senior Vice President, Head of IsraelOffice Member of the Security Practice Group since 2008 Focused on a range of corporate finance transactions forcompanies in the surveillance, alarm, video, access control,UAV/UAS (drone), homeland security and defense sectors,among others Lehman Brothers – Investment Banking Division Business Services and Financial Sponsors Groups Focused on M&A advisory, leveraged finance, and equityunderwriting transactions. Robertson Stephens & Co. – Managing Director B.A. from the University of California at Los Angeles M.B.A. from the Harvard Business School Chartered Financial Analyst (CFA) charter holder B.S. from California State University, East Bay Israel Defense Forces – Sargent, Infantry Sapper,Combat Engineers12

Introduction to Imperial CapitalSecurity Industry Public Equities Research CoverageJeff Kessler, Managing DirectorMr. Kessler is a Managing Director in the Institutional Research Group. Mr. Kessler has more than 25 years of experience coveringsecurity industry for the investment community. He joined Imperial Capital in 2008 from Lehman Brothers where he had served 21 yearsas the senior security/business services analyst. He was named in December 2006 by Security Magazine as one of the industry’s “25Most Influential Leaders.” In addition to publishing the Security Industry Annual, and Imperial Capital’s Security Monitor, Mr. Kessler cofounded the Securing New Ground industry conference, which is run by the Security Industry Association and is now in its 17th year. Mr.Kessler earned a Bachelor of Arts degree in political science / economics from McGill University, a Master of Arts degree in politicalscience/economics from McGill University, and a Master of Science degree in journalism from Columbia University.13

Introduction to Imperial CapitalSelect Security Investment Banking Transactions 290,000,000EQUITY FINANCINGWAS ACQUIRED BYWAS ACQUIRED BYSENIOR CREDIT FACILITYLED BYWAS ACQUIRED BY(NASDAQ:ALRM)Exclusive Financial Advisor toPrinceton IdentityExclusive Financial Advisor toOpenEyeExclusive Financial Advisor toI-View nowExclusive Financial Advisor toLifeSafety PowerExclusive Financial AdvisorInterface Security SystemsNovember 2019October 2019October 2019August 2019August 2019WAS ACQUIRED BYRECEIVED EQUITY GROWTHFINANCING FROMWAS ACQUIRED BYGROWTH EQUITY FINANCINGACQUIREDandFinancial Advisor to Ocean Aero, IncAugust 2019A portfolio Company ofFinancing Advisor to KEYper SystemsExclusive Financial Advisor toBradford Airport LogisticsExclusive Financial Advisor toOn-Net Surveillance Systems, Inc.Financial Advisor to BuyerJanuary 2019January 2019December 2018November 2018 187,956,000WAS ACQUIRED BYWAS ACQUIRED BYINITIAL PUBLIC OFFERINGACQUIREDWAS ACQUIRED BYA portfolio Company of(NYSE: AUO)Co-ManagerFinancial Advisor to the CompanyExclusive FinancialAdvisor to MiOS LTDAugust 2018July 2018July 2018Financial Advisor toIntelliVision Corp.Financial Advisor to ComQi, Ltd.May 2018March 201814

Introduction to Imperial CapitalSelect Security Investment Banking Transactions (cont.) 184,000,000 1,470,000,000ACQUIREDhas sold itsWAS ACQUIRED BYWAS ACQUIRED BYINTEGRATED SECURITYSYSTEMS DIVISIONtoA portfolio Company ofA portfolio Company ofINITIAL PUBLIC OFFERINGFinancial Advisor toAres Management, L.P.Co-ManagerExclusive Financial Advisor toATCi Communications, Inc.Financial Advisor toAlarmForce and RenderedFairness OpinionExclusive Financial Advisor toSDI Presence LLCFebruary 2018January 2018January 2018January 2018September 2017 600,000,000 150,000,000 35,400,000ANDRECAPITALIZATION WITHNOTE EXCHANGESENIOR SECURED NOTES &PREFERRED EQUITYINITIAL PUBLICOFFERINGFinancial Advisor to ipDatatel, LLC &Resolution Products, Inc.Exclusive Financial AdvisorFinancial AdvisorCo-ManagerAugust 2017July 2017June 2017June 2017HAVE MERGEDRESTRUCTURINGSole Placement AgentApril 2017ENERGYCONNECT GROUP, INC.a subsidiary ofWAS ACQUIRED BYA Subsidiary of Acorn EnergyWAS ACQUIRED BYCOMMON STOCK &WARRANTSSALE OF 50% INTEREST TOWAS ACQUIRED BYa portfolio company ofExclusive Financial Advisorto UCIT Online Security Inc.Co-ManagerExclusive Financial Advisor toFJC Security Services, Inc.Financial Advisor toJohnson Controls, Inc.Financial Advisorto Acorn Energy, Inc.November 2016November 2016September 2016April 2016April 201615

Security Industry Overview

Security Industry OverviewGlobal Security Industry garners approximately 393 billion in annual revenues atthe manufacturing levelEstimated Global Security Industry Revenue( in billions)Global Security Market 393 BillionProducts 225Access Control / ID Solutions 14Services 168Information Security 125AIDC /Asset Intelligence 30Alarm MonitoringEquipment 15Fire MonitoringEquipment 5Video Surveillance 21Other 8Homeland Security 7Note: Automatic Identification & Data Capture (AIDC).Manned Guarding 44Alarm Monitoring 70Consulting, Intelligences& Investigations 12Systems Integration 15Armored Transport /Cash Logistics 19Other 8Biometrics 3.3Source: ADT Corp., AlixPartners, Freedonia, Gartner, IHS Research, Meticulous Research, and Imperial Capital, LLC.17

Security Industry OverviewNow a massive, multi-segment, fragmented industry Physical SecurityAccess ControlArmored Transport/Cash TransitAsset TrackingAudio SurveillanceBackground ScreeningBrand ProtectionChem/Bio/Nuclear ScreeningCommand and Control SystemsDisaster Response and RecoveryElectronic Article TrackingExplosives DetectionFelon MonitoringFire Systems and SprinklersFraud PreventionIntrusion Alarm SystemsInvestigation ServicesMass NotificationPerimeter SecurityPrivate CorrectionsSecurity Consulting/TrainingSecurity System IntegrationTactical Public Safety ProductsUniformed Security GuardsVideo SurveillanceVideo/Access as a ServiceResidentialIdentity SolutionsBadging SystemsBrand Protection & Product AuthenticationConverged Physical / Logical AccessCredentialing and EnrollmentE-PassportForensicsIdentity ManagementLocation and Tracking TechnologiesMobile IDMultimodal BiometricsOptical MemoryProvisioningRFID/Auto IDSmart CardsVerificationVetting and Data ManagementVideo Imaging/Live ScanEnterprise / CommercialInformation SecurityApplication Quality AssuranceApplication SecurityBYODCollaboration ToolsCommand Center ManagementCompliance and Risk ManagementData Analysis and ConversionData HostingDesktop SecurityDocument /Media ExploitationEncryption ProductsEnterprise Mission ManagementIT ConsultingIT Security Analysis and ManagementIT/Systems IntegrationMobile CommunicationsNetwork SecurityStorage SecuritySystems EngineeringVulnerability AssessmentsGovernment 390 Billion in End User Revenues18

Security Industry Trends

Security Industry Trends Alarm dealers are shifting focus to commercial and adopting new technologies and businessmodels to compensate for challenges in the residential sector High leverage continues to be an industry challenge in the residential sector The broader industry is benefiting from greater market awareness of technologies promoted bybig budgeted DIY (Amazon, Google, etc.), MSO and other larger service providersAlarmMonitoring andSmart Home̶DIY continues to be a great entry system for consumers, especially renters Vivint Smart Home is going public through a reverse merger providing an additional public windowinto market trends and health Synergies between IoT devices and smart platforms Lifestyle cognitive systems gainingmass adoption with the top use case being safety and security Verification of alarm signals is an increasingly important issue to address false alarm problems Increasing need for improved security built into IoT devices to provide enhanced protection̶IoT DevicesEncryption and authentication will be critical to address privacy risks Continuously connected cloud-based AI solutions providing enhanced visibility, insight andpredictive capabilities̶Business and situational intelligence emerging from new sensor content mash-ups Improving but still early stages for interoperability between IoT devices from different OEMs20

Security Industry Trends Increasing number of integrators with true “IT IQ” beyond physical securitySecuritySystemsIntegrators̶Extending to human resources and facilities management including SCADA systems̶Integrated security, energy management, etc. Completely integrated building IoT̶Cyber security Protection of networked security and building management systems Rapid advances in technology automation, and rising attachment rates driving higherrecurring revenue̶Expanding SaaS offering and cloud offerings across access control (ACaaS), videosurveillance as a service (VSaaS), remote video monitoring as a service (MVSaaS) andanalytics̶Trend towards Global Security Operations Center as a Service (GSOCaaS) Continued focus of large guard companies to acquire security system integrators to becomecomplete solution providers with multiple adjacent services Rising stringency of fire safety codes mandate new, compliant fire protection systems Increasing integration of cellular communications and IP-enabled fire alarm panels Broadening adoption of networked, addressable systems vs. conventional zone systemsFire Life-SafetySystems &Servic