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GRASS ROOTS RESEARCH * AND #1 Small Cap Research * Firm, Powerf *commercial advertisement www.grassrootsrd.com Copyright © 2013 by Grass Roots Researc Cohen Price In Telcentris, Inc. (dba Voxox) created an inn freely download and use an expansive suite phones. The solution provides users with a media, share locations, conference call, tran such as call screening, instant group con SMS/text language translation. Its low-co Solutions and SIP Trunking. The develop addresses the need for rich and unified c prosumer, small to medium business and w Termination and SMS Solutions to high vol The Company’s target market consists of so worldwide. Global unified communication and 2016. While the industry offers high gr highly effective viral marketing strategy to i Voxox’s key differentiator is that it allows book from anywhere in the world on mos monetize unified communication applicatio users at a low cost that generate substantial r Voxox has invested over $33 million and consumers in more than 200 countries. P significant top-line growth. Revenues are ex billion by FYE 2019. Other companies with by Microsoft for $8.5 billion. This footpri communications industry. An acquisition w INVESTMENT D DISTRIBUTION,INC. ful Distribution ch and Distribution, Inc. All rights reserved. This report m Index Target $10 Please Read Disclaimer on Page 56 novative cloud-based unified communication solution th e of communication services across mobile devices, comp a free phone number and enables them to call, chat, SM nsfer large files, etc. via a single user interface. It also i nference calls, visual voicemail, voicemail-to-text trasn ost offerings for business include Hosted IP–PBX, Ho pment of its proprietary Service Delivery Platform (SD communications by multiple market segments, includin wholesale. The Company also sells wholesale VoIP callin lume customers such as call centers and other phone comp ocially-active mobile, portable and desktop users, a market services are expected realize revenues up to $377 billio rowth potential, the market is highly competitive. The C increase its worldwide adoption rates. users to communicate in most every way possible with st any type device. Voxox derives its value from its ab ons before their competitors can. Its customized service revenues based on high adoption rates. d has built a base of over 600 business customers and Provided the Company raises additional equity capita xpected to grow from $5.66 million in FYE December 31, h similar potential were all acquired for large sums, the lat int makes Voxox a lucrative acquisition opportunity in would trigger significant potential ROI for investors in the T THESIS AND RECOMMENDATION Telephone: 415.454.6985 may not be reproduced. July 09, 2013 0.13 hat enables consumers to puters, tablets and desktop MS, video call, fax, share includes valuable features nscriptions and real-time osted Call Centres, SMS DP) from the ground up ng consumer, residential, ng, Short Call Services, IP panies. t with over 5 billion users on industry between 2012 Company has employed a everyone in their address bility to build, scale and es are available for varied approximately 1 million al, management forecasts , 2012 to more than $1.04 test being Skype acquired n the cloud-based unified short term and long term. NS
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Page 1: Cohen Price Index Target $10media.angelnexus.com/pdf/ea/VoxoxCohenReport.pdf · 2018. 2. 16. · users at a low cost that generate substantial revenues based on high adoption rates.

GRASS ROOTS RESEARCH* AND DISTRIBUTION, INC.#1 Small Cap Research* Firm, Powerful Distribution

*commercial advertisement

www.grassrootsrd.com Telephone: 415.454.6985

Copyright © 2013 by Grass Roots Research and Distribution, Inc. All rights reserved. This report may not be reproduced.

July 09, 2013

Cohen Price Index Target $10.13Please Read Disclaimer on Page 56

Telcentris, Inc. (dba Voxox) created an innovative cloud-based unified communication solution that enables consumers tofreely download and use an expansive suite of communication services across mobile devices, computers, tablets and desktopphones. The solution provides users with a free phone number and enables them to call, chat, SMS, video call, fax, sharemedia, share locations, conference call, transfer large files, etc. via a single user interface. It also includes valuable featuressuch as call screening, instant group conference calls, visual voicemail, voicemail-to-text trasnscriptions and real-timeSMS/text language translation. Its low-cost offerings for business include Hosted IP–PBX, Hosted Call Centres, SMSSolutions and SIP Trunking. The development of its proprietary Service Delivery Platform (SDP) from the ground upaddresses the need for rich and unified communications by multiple market segments, including consumer, residential,prosumer, small to medium business and wholesale. The Company also sells wholesale VoIP calling, Short Call Services, IPTermination and SMS Solutions to high volume customers such as call centers and other phone companies.

The Company’s target market consists of socially-active mobile, portable and desktop users, a market with over 5 billion usersworldwide. Global unified communication services are expected realize revenues up to $377 billion industry between 2012and 2016. While the industry offers high growth potential, the market is highly competitive. The Company has employed ahighly effective viral marketing strategy to increase its worldwide adoption rates.

Voxox’s key differentiator is that it allows users to communicate in most every way possible with everyone in their addressbook from anywhere in the world on most any type device. Voxox derives its value from its ability to build, scale andmonetize unified communication applications before their competitors can. Its customized services are available for variedusers at a low cost that generate substantial revenues based on high adoption rates.

Voxox has invested over $33 million and has built a base of over 600 business customers and approximately 1 millionconsumers in more than 200 countries. Provided the Company raises additional equity capital, management forecastssignificant top-line growth. Revenues are expected to grow from $5.66 million in FYE December 31, 2012 to more than $1.04billion by FYE 2019. Other companies with similar potential were all acquired for large sums, the latest being Skype acquiredby Microsoft for $8.5 billion. This footprint makes Voxox a lucrative acquisition opportunity in the cloud-based unifiedcommunications industry. An acquisition would trigger significant potential ROI for investors in the short term and long term.

INVESTMENT THESIS AND RECOMMENDATIONS

GRASS ROOTS RESEARCH* AND DISTRIBUTION, INC.#1 Small Cap Research* Firm, Powerful Distribution

*commercial advertisement

www.grassrootsrd.com Telephone: 415.454.6985

Copyright © 2013 by Grass Roots Research and Distribution, Inc. All rights reserved. This report may not be reproduced.

July 09, 2013

Cohen Price Index Target $10.13Please Read Disclaimer on Page 56

Telcentris, Inc. (dba Voxox) created an innovative cloud-based unified communication solution that enables consumers tofreely download and use an expansive suite of communication services across mobile devices, computers, tablets and desktopphones. The solution provides users with a free phone number and enables them to call, chat, SMS, video call, fax, sharemedia, share locations, conference call, transfer large files, etc. via a single user interface. It also includes valuable featuressuch as call screening, instant group conference calls, visual voicemail, voicemail-to-text trasnscriptions and real-timeSMS/text language translation. Its low-cost offerings for business include Hosted IP–PBX, Hosted Call Centres, SMSSolutions and SIP Trunking. The development of its proprietary Service Delivery Platform (SDP) from the ground upaddresses the need for rich and unified communications by multiple market segments, including consumer, residential,prosumer, small to medium business and wholesale. The Company also sells wholesale VoIP calling, Short Call Services, IPTermination and SMS Solutions to high volume customers such as call centers and other phone companies.

The Company’s target market consists of socially-active mobile, portable and desktop users, a market with over 5 billion usersworldwide. Global unified communication services are expected realize revenues up to $377 billion industry between 2012and 2016. While the industry offers high growth potential, the market is highly competitive. The Company has employed ahighly effective viral marketing strategy to increase its worldwide adoption rates.

Voxox’s key differentiator is that it allows users to communicate in most every way possible with everyone in their addressbook from anywhere in the world on most any type device. Voxox derives its value from its ability to build, scale andmonetize unified communication applications before their competitors can. Its customized services are available for variedusers at a low cost that generate substantial revenues based on high adoption rates.

Voxox has invested over $33 million and has built a base of over 600 business customers and approximately 1 millionconsumers in more than 200 countries. Provided the Company raises additional equity capital, management forecastssignificant top-line growth. Revenues are expected to grow from $5.66 million in FYE December 31, 2012 to more than $1.04billion by FYE 2019. Other companies with similar potential were all acquired for large sums, the latest being Skype acquiredby Microsoft for $8.5 billion. This footprint makes Voxox a lucrative acquisition opportunity in the cloud-based unifiedcommunications industry. An acquisition would trigger significant potential ROI for investors in the short term and long term.

INVESTMENT THESIS AND RECOMMENDATIONS

GRASS ROOTS RESEARCH* AND DISTRIBUTION, INC.#1 Small Cap Research* Firm, Powerful Distribution

*commercial advertisement

www.grassrootsrd.com Telephone: 415.454.6985

Copyright © 2013 by Grass Roots Research and Distribution, Inc. All rights reserved. This report may not be reproduced.

July 09, 2013

Cohen Price Index Target $10.13Please Read Disclaimer on Page 56

Telcentris, Inc. (dba Voxox) created an innovative cloud-based unified communication solution that enables consumers tofreely download and use an expansive suite of communication services across mobile devices, computers, tablets and desktopphones. The solution provides users with a free phone number and enables them to call, chat, SMS, video call, fax, sharemedia, share locations, conference call, transfer large files, etc. via a single user interface. It also includes valuable featuressuch as call screening, instant group conference calls, visual voicemail, voicemail-to-text trasnscriptions and real-timeSMS/text language translation. Its low-cost offerings for business include Hosted IP–PBX, Hosted Call Centres, SMSSolutions and SIP Trunking. The development of its proprietary Service Delivery Platform (SDP) from the ground upaddresses the need for rich and unified communications by multiple market segments, including consumer, residential,prosumer, small to medium business and wholesale. The Company also sells wholesale VoIP calling, Short Call Services, IPTermination and SMS Solutions to high volume customers such as call centers and other phone companies.

The Company’s target market consists of socially-active mobile, portable and desktop users, a market with over 5 billion usersworldwide. Global unified communication services are expected realize revenues up to $377 billion industry between 2012and 2016. While the industry offers high growth potential, the market is highly competitive. The Company has employed ahighly effective viral marketing strategy to increase its worldwide adoption rates.

Voxox’s key differentiator is that it allows users to communicate in most every way possible with everyone in their addressbook from anywhere in the world on most any type device. Voxox derives its value from its ability to build, scale andmonetize unified communication applications before their competitors can. Its customized services are available for variedusers at a low cost that generate substantial revenues based on high adoption rates.

Voxox has invested over $33 million and has built a base of over 600 business customers and approximately 1 millionconsumers in more than 200 countries. Provided the Company raises additional equity capital, management forecastssignificant top-line growth. Revenues are expected to grow from $5.66 million in FYE December 31, 2012 to more than $1.04billion by FYE 2019. Other companies with similar potential were all acquired for large sums, the latest being Skype acquiredby Microsoft for $8.5 billion. This footprint makes Voxox a lucrative acquisition opportunity in the cloud-based unifiedcommunications industry. An acquisition would trigger significant potential ROI for investors in the short term and long term.

INVESTMENT THESIS AND RECOMMENDATIONS

Page 2: Cohen Price Index Target $10media.angelnexus.com/pdf/ea/VoxoxCohenReport.pdf · 2018. 2. 16. · users at a low cost that generate substantial revenues based on high adoption rates.

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The Cohen Price Target is calculated by 33.3% equal weighting of three different valuationmethodologies. We use an industry average PE, an industry average price/capital employed (P/CE), andthe fundamentally driven Cohen DCF.

The Cohen Price TargetTM Formula

all figures in $ million; unlessotherwise mentioned 2012 2013F 2014F 2015F 2016F 2017F 2018F 2019FRevenues 5.7 11.3 152.1 456.2 684.2 821.1 944.2 1,038.7

% growth 99.0% 1250.0% 200.0% 50.0% 20.0% 15.0% 10.0%EBITDA (4.6) (10.3) 29.8 183.4 254.3 305.2 351.0 386.1EBIT Margin -80.9% -91.8% 19.6% 40.2% 37.2% 37.2% 37.2% 37.2%Net Profit (4.7) (10.6) 16.4 102.3 142.0 170.4 195.9 215.4Net Profit Margin -84% -94.4% 10.8% 22.4% 20.8% 20.7% 20.7% 20.7%Earnings Per Share - Diluted (0.12) (0.17) 0.25 1.59 2.20 2.64 3.04 3.34Free Cash Flow to Firm (4.7) (9.9) (13.4) 45.7 88.7 126.3 153.1 174.9

Price-to-Earnings (P/E) in $Earnings Per Share 2014 Forecasts 0.25Average Future P/E Ratio 32.89Discount Factor 0.82Price based on P/E Ratio 6.84

Price-to-Capital Employed (P/CE) in $Capital Employed 0.99Average P/CE Ratio 10.58Discount Factor 0.82Price based on P/CE Ratio 8.53

Cohen Discounted Cash Flow Model in $Cohen DCF Value - Base Case 15.02

Cohen Price Index Target 10.13

THE COHEN PRICE TARGETTM SUMMARY

SALES AND MARGINS ANALYSIS

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Voxox is a pioneer in developing unified cloud communication solutions for consumers, businesses andwholesale users. It has built advanced VoIP solutions that integrate voice, fax, messaging, social media sharingand other features for consumers. Its business solutions include IP-PBX, SIP Trunking, Hosted Contact Centreand various wholesale services.

Voxox’s Service Delivery Platform is a cloud based communication infrastructure that allows a single user toavail services from multiple devices at a low cost. A single technology platform allows the Company to updateits applications in an efficient manner with the least inconvenience to the end user.

The Company has segregated its customers into three categories: Consumer, Small & Medium Businesses, andWholesale. The Company has services targeted specifically to each segment.

Voxox is expanding its global reach with its Voxox for OperatorsTM Program, which is a revenue-sharingpartnership program that enables operators to differentiate themselves, neutralize the OTT threat, and monetizeVoxox services with a first-to-market advantage. The Strategic Partnership Sales team, that has converted acombined sales figure of $1 billion annually, is in discussions with more than 50 operators worldwide. .

The Company is marketing Voxox as the most comprehensive unified cloud communications solution in theworld. While it continues to use publicity and social media to build awareness, the Company is poised to launcha highly-effective viral marketing campaign with selected promotions to exploit the “network effect” and rapidlyacquire customers.

Over-the-top (OTT) services such as Skype, Viber, WhatsApp, Facebook and Google Voice have eroded thestrong position mobile operators have enjoyed over the years. By 2016, cloud telephony services will be worth$677 billion and the mobile VoIP market is expected to grow by 57% CAGR through 2014. Up to $377 billionwill be spent on unified communications between 2012 and 2016. Plus, the OTT market was valued at $59.8billion in 2012 and is expected to grow to $166.5 billion in 2016. Voxox with its strong suite of OTT unifiedcloud communication services (that spans several industries), global reach, strategic operator partnerships andlow cost is in a potent position to effectively compete against other OTT and cloud communication services.

Management has intelligently planned and executed the development of Voxox’s products. It has also respondedto the changing nature of its users and updated its product capabilities accordingly. However, management willstill have to mitigate risks of market uncertainty and Voxox’s dependence on the Internet. The Company needsto be proactive in minimizing security risks and react to changes in the cost of communication

The Company has already invested $33.0 million in the development and commercialization of a potent suite ofproducts and services. Availability of timely capital will strengthen the Company’s ability to further theirbusiness plans and marketing campaigns. Based on our forecasts, the Company needs to raise a total of $63.0million equity capital in the current fiscal.

Financial Forecasts and Valuation We expect revenues of $11.3 million in FYE December 31, 2013 growing to $1.04 billion by FYE 2019,

provided the Company raises necessary capital to build out its business model. Do note, our forecasts for theCompany are conservative. Management targets are higher than our forecasts.

The Cohen Price Index Target is calculated using 2014 Price-to-Earnings ratio (P/E), Cohen Price-to-CapitalEmployed ratio (P/CE), and the Cohen Discounted Cash Flow (DCF) method. The P/E and P/CE are based onmarket multiples and representative of the broader industry in which the Company operates. The last componentin calculating the Cohen Price Index Target is the value derived using the long-term DCF valuation approach.

Based on an average of these methods, the Company’s stock is valued at $10.13 per share. However, we believeour valuation is very conservative, as it does not factor the potential for a buyout, or the Company’s making ahome run acquisition.

EXECUTIVE SUMMARY

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Voxox is a San Diego, California based innovator and leader in the cloud-based unified communications andVoIP solutions provider space. The Company is a privately held, licensed phone company founded in 2006 thathas over 600 enterprise customers and approximately 1 million users in more than 200 countries. The Companyhas invested over $33 million in building proprietary applications and a highly flexible, reliable and scalablecommunications platform for the consumer, business and wholesale markets. The Company offers all of itsservices under a single Voxox brand.

Figure 1: Voxox’s Product and Customer Segmentation

Source: Cohen Research

Voice and voicemail have been the traditional bastions of the communications industry. However, in the lastdecade, the unified messaging market has experienced growth on the back of the declining use of voice andvoicemail services. There has been a shift in favor of email, instant messaging and social media. However, themarket as a whole is very fragmented. Users currently employ a number of apps, which include Facebook,WhatsApp, WeChat, Twitter, Skype, Viber, Google Voice, etc., to communicate and remain socially connected.

Consumer Business Wholesale

VoxoxA freemium OTT

service for iOS andAndroid

smartphones

VoxoxVoIP, Call Center,

SMS and Hosted IP-PBX solutions

VoxoxVoIP, Short Call, IP

Termination &Origination and SMS

services

PPrroopprriieettaarryy SSeerrvviiccee DDeelliivveerryy PPllaattffoorrmm eennaabblleess tthhee ddeelliivveerryy aanndd iinntteerrooppeerraabbiilliittyy ooff mmuullttiippllee sseerrvviicceessaaccrroossss aa wwiiddee vvaarriieettyy ooff ddeevviicceess aannyywwhheerree iinn tthhee wwoorrlldd uussiinngg aa ssiinnggllee uunniiffiieedd aaccccoouunntt

ABOUT VOXOX

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Figure 2: User and Mobile Operators’ Problems and the Solution

Source: Cohen Research

The Company uses SDP, a central, cloud-based infrastructure for product and service operations. We believe theCompany will achieve significant benefits with a cloud-based infrastructure. It can streamline processes byimproving accessibility at lower costs. The gains due to achieving economies of scale will make more capitalavailable towards continuously improving the product offerings. The SDP has been built from the ground upusing the combination of services to provide support for any major eventuality in the communications industry.The Systems architecture and the Network Architecture for Voxox are built on the maxim of scalability andinteroperability. The Network Architecture uses an autonomous network with four redundant transit connectionsthat can route 100% of the traffic load, if necessary. Each of the 11 Systems Architecture categories - Billing,Provisioning, Media Processing, Call Routing, POTS/SS7, Web Services, Chat/IM, Support Services, Database,SMS, Hosting and Storage operate in their own redundant cluster. The systems can be scaled depending on aparticular need allowing of optimal utilization of physical resources and cost savings.

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Figure 3: Voxox being used to communicate with users on different networks

Source: Company Material

Voxox’ positioning in the communications industry is unique. Its combination of products and services enable itto target varied customer types simultaneously as well as scale its business model depending on the size of themarket and the needs of the customers. The market opportunity for a company in the cloud-based unifiedcommunications industry is huge. The industry has the potential to capture market from the OTT industry, whichwas valued at $59.9 billion in 2012 and is expected to grow to $166.5 billion in 2016. By 2016, cloud telephonyservices industry will be worth $677 billion and the mobile VoIP market is expected to grow by 57% CAGRthrough 2014. Up to $377 billion will be spent on Unified Communicaitons between 2012 and 2016. Gainingeven a fraction of market share from the OTT, cloud telephony and Unified Communication industries will putthe Company on the maps of many potential acquisitions. Voxox has a first mover advantage with its productsand service and intends to disrupt the momentum of other OTT players.

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Figure 3: Voxox being used to communicate with users on different networks

Source: Company Material

Voxox’ positioning in the communications industry is unique. Its combination of products and services enable itto target varied customer types simultaneously as well as scale its business model depending on the size of themarket and the needs of the customers. The market opportunity for a company in the cloud-based unifiedcommunications industry is huge. The industry has the potential to capture market from the OTT industry, whichwas valued at $59.9 billion in 2012 and is expected to grow to $166.5 billion in 2016. By 2016, cloud telephonyservices industry will be worth $677 billion and the mobile VoIP market is expected to grow by 57% CAGRthrough 2014. Up to $377 billion will be spent on Unified Communicaitons between 2012 and 2016. Gainingeven a fraction of market share from the OTT, cloud telephony and Unified Communication industries will putthe Company on the maps of many potential acquisitions. Voxox has a first mover advantage with its productsand service and intends to disrupt the momentum of other OTT players.

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Figure 3: Voxox being used to communicate with users on different networks

Source: Company Material

Voxox’ positioning in the communications industry is unique. Its combination of products and services enable itto target varied customer types simultaneously as well as scale its business model depending on the size of themarket and the needs of the customers. The market opportunity for a company in the cloud-based unifiedcommunications industry is huge. The industry has the potential to capture market from the OTT industry, whichwas valued at $59.9 billion in 2012 and is expected to grow to $166.5 billion in 2016. By 2016, cloud telephonyservices industry will be worth $677 billion and the mobile VoIP market is expected to grow by 57% CAGRthrough 2014. Up to $377 billion will be spent on Unified Communicaitons between 2012 and 2016. Gainingeven a fraction of market share from the OTT, cloud telephony and Unified Communication industries will putthe Company on the maps of many potential acquisitions. Voxox has a first mover advantage with its productsand service and intends to disrupt the momentum of other OTT players.

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Figure 4: Voxox’s device interoperability

Source: Company Material

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Figure 4: Voxox’s device interoperability

Source: Company Material

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Figure 4: Voxox’s device interoperability

Source: Company Material

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Figure 5: Cohen Growth Driver Analysis – Base Case

Source: Cohen Research

The Cohen Growth Drivers Model is an intelligent road map used by many securities analysts to analyze theforecasted growth of a given Company.

Our financial forecasts for the Company are based on the basis of its three key target segments – consumers,businesses and wholesale. There are several factors that may contribute to a Company’s success, however, thelargest single factor determining Voxox’s future performance is the virality of the adoption rate of its solutions byits consumers/ customers. The virality factors shall significantly impact the Company’s projected penetration inits operating segment. The Company expects to cater to the large and growing market for services that result inunified communication platform and reduced communication costs. The market for Company’s products andservices is expected to increase exponentially over the next decade. Also, the market for other forms ofcommunication, like social networking and instant messaging is also expected to grow significantly.

Annual Revenues, Margins, Assets, Turnsall figures in $ million; unlessotherwise mentioned 2012 2013F 2014F 2015F 2016F 2017F 2018F 2019FNet Revenue 5.7 11.3 152.1 456.2 684.2 821.1 944.2 1,038.7Operating Margin -80.9% -91.8% 19.6% 40.2% 37.2% 37.2% 37.2% 37.2%Net Margin -84% -94.4% 10.8% 22.4% 20.8% 20.7% 20.7% 20.7%EPS - Diluted (0.12) (0.17) 0.25 1.59 2.20 2.64 3.04 3.34EBITDA (4.6) (10.3) 29.8 183.4 254.3 305.2 351.0 386.1Free Cash Flow (4.7) (9.9) (13.4) 45.7 88.7 126.3 153.1 174.9Cash and Equivalents 3.8 57.1 43.6 89.3 177.9 304.2 457.2 632.1Working Capital 0.1 (1.1) 8.6 30.9 49.8 59.8 68.8 75.7Total Debt 4.0 3.8 3.8 3.8 3.8 3.8 3.8 3.8Total Assets 5.3 58.8 79.9 190.4 336.2 510.3 709.5 927.4DSO 44.6 21.5 36.5 36.5 36.5 36.5 36.5 36.5Percentage Change in Annual Revenues, Margins, Assets, Turns

2012 2013F 2014F 2015F 2016F 2017F 2018F 2019FRevenues 99.0% 1250.0% 200.0% 50.0% 20.0% 15.0% 10.0%Operating Margin 13.5% -121.4% 105.0% -7.5% 0.0% 0.0% 0.0%Net Margin 12.8% -111.4% 108.3% -7.5% 0.0% 0.0% 0.0%EPS - Diluted 36.0% -254% 524.9% 38.8% 20.0% 15.0% 10.0%EBITDA 125.7% -388% 515.1% 38.7% 20.0% 15.0% 10.0%Free Cash Flow 109.6% 36.4% -440.1% 94.1% 42.4% 21.2% 14.3%Cash 1407% -23.6% 104.7% 99.3% 71.0% 50.3% 38.2%Working Capital -1115.0% -855% 258.6% 61.5% 20.0% 15.0% 10.0%Total Debt -5.1% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Total Assets 1000% 36% 138% 77% 52% 39% 31%DSO -51.7% 69.7% 0.0% 0.0% 0.0% 0.0% 0.0%

COHEN GROWTH DRIVERS AND FINANCIAL FORECASTS

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The Company plans to spend approximately $63.0 million in capital expenditures and marketing spends over thenext couple of years. These expenditures will be directed towards expanding its product portfolio, rolling-outadditional services and commercializing its current services. The robust industry demand together with a focus oncost effective and efficient operations will drive the Company’s operations. If the Company is able to achievefunding and grow as per its business plan, the top-line could further expand significantly. Growth prospects areimpressive. We believe our estimates are conservative.

In addition to our Base Case forecasts, we have prepared financial forecasts under two additional scenarios, theoptimistic (aggressive top-line growth) and pessimistic case. The exhibit below shows our revenues and earningsassumptions under all three forecasted scenarios:

Figure 6: Revenue Forecasts – All Scenarios

Source: Cohen Research

5.7 11.3-

200.0

400.0

600.0

800.0

1,000.0

1,200.0

1,400.0

1,600.0

1,800.0

2012 2013F 2014F 2015F 2016F 2017F 2018F

in $

mill

ions

Revenues - All Scenarios

Optimistic Case Base Case Pessimistic Case

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Figure 7: Earnings Forecasts – All Scenarios

Source: Cohen Research

(1.00)

-

1.00

2.00

3.00

4.00

5.00

2012 2013F 2014F 2015F 2016F 2017F 2018F

in $

Earnings per share - All Scenarios

Optimistic Case Base Case Pessimistic Case

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According to Infonetics, the Global Unified Communication service revenue for the period 2012, the year 2016 isexpected to record $377 billion. The sheer number of global users and the revenue numbers involved make theunified communications industry one of the largest growth opportunities in the world. Voxox has positioned itselfstrategically in this market by building a proprietary platform that delivers the most comprehensive suite ofservices to a wide variety of devices and allows the user to communicate with everyone in their address book,which is extremely important to fuel the viral effect.

Figure 8: Voxox Business Model

Source: Cohen Research

Customer Segments

Voxox has segmented its targeted user base into three categories and has developed products and services that cancater to each categories demand.

COMPANY BUSINESS MODEL

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According to Infonetics, the Global Unified Communication service revenue for the period 2012, the year 2016 isexpected to record $377 billion. The sheer number of global users and the revenue numbers involved make theunified communications industry one of the largest growth opportunities in the world. Voxox has positioned itselfstrategically in this market by building a proprietary platform that delivers the most comprehensive suite ofservices to a wide variety of devices and allows the user to communicate with everyone in their address book,which is extremely important to fuel the viral effect.

Figure 8: Voxox Business Model

Source: Cohen Research

Customer Segments

Voxox has segmented its targeted user base into three categories and has developed products and services that cancater to each categories demand.

COMPANY BUSINESS MODEL

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According to Infonetics, the Global Unified Communication service revenue for the period 2012, the year 2016 isexpected to record $377 billion. The sheer number of global users and the revenue numbers involved make theunified communications industry one of the largest growth opportunities in the world. Voxox has positioned itselfstrategically in this market by building a proprietary platform that delivers the most comprehensive suite ofservices to a wide variety of devices and allows the user to communicate with everyone in their address book,which is extremely important to fuel the viral effect.

Figure 8: Voxox Business Model

Source: Cohen Research

Customer Segments

Voxox has segmented its targeted user base into three categories and has developed products and services that cancater to each categories demand.

COMPANY BUSINESS MODEL

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Figure 9: Voxox User Segmentation

Source: Cohen Research

Acquisition Value

The current slate of M&A in the communications industry is a clear indicator of growing valuations. In 2007,Google acquired Grand Central for $95 million. In 2008, British Telecom acquired Ribbit for $105 million.Telefonica O2 acquired Jajah for $ 207 million and in 2011 Microsoft acquired Skype for $8.5 billion. Thecustomer base, catered by the acquired companies, was the crux of the acquisition decisions. It is a given thatcustomer-centric applications that can cater to a varied user base command a greater valuation. The users in thecommunication industry are varied. They range from users that use VoIP or video calls to communicate acrossthe globe or while traveling abroad, to instant messaging and instant conference calling for businesses that arelooking to use unified mobile communications as an integral factor to enhance productivity. Increasing consumeronline presence has also driven businesses to reach out to users online on social networking platforms.

Voxox UserSegmentation

ConsumerBusiness

Wholesale

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Products and Services

Figure 10: Voxox Product and Services

Source: Cohen Research

1PERSONALIZATION

2CALLS

3RICH

MESSAGING

4GROUP

MESSAGING

Port Existing Phone #Caller IDContact DiscoveryContact ImportSocial Presence IndicatorMulti-Device SupportMulti-Language SupportReal-time TranslationsCapability DiscoveryService Discovery

`

VoIP CallsHD Voice CallsVideo CallsInternationalCalls

5SHARING

6PERSONALASSISTANT

9FAX

SERVICES

SMSMMSChat with Media- Message typing indicator- Delivery & Display indicator- Deferred message delivery

Star (*) CodesConversation History

11SOCIAL

INTEGRATION

10VIRTUALIP PBX

12OTHER

SERVICES

Assign New Phone#Virtual Phone #Vanity Phone #Toll Free Phone #Ringback TonesVirtual Products::- Smileys- Stickers

Cloud Storage

Call Routing RulesFind Me / FollowMeSimultaneous RingCall ScreeningCallAnnouncementCall RecordingCall BackDead End

FacebookInstantMessaging

Abbreviated DialingSpeed DialingCall HuntingCall ForwardingSimultaneous RingRing GroupsCall TransferMusic on HoldAnonymous Call RejectionCall ReturnVoice MailMessage Waiting indicatorConference BridgeManagement

8VOICEMAILSERVICES

Voice-to-TextVoice-to-Email

Send FaxesReceive FaxesFax-to-Email

Group Chat + SMSJoin Chat notificationGroup Chat withmediaInstant ConferenceCalls

7LARGE FILETRANSFERS

Transfer up to 100MB files- Accept or Reject files- Auto Receive files- Mark files as SPAM- File transfer cancellation

File transfer during callsFile transfer in Group Chats

Contact shareImage shareVideo shareLocation shareMulti-deviceshare

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Channel Partnerships

Channel Partnerships are a unique method to expand the business reach of Voxox. We believe synergisticpartnerships will help the Company enrich the market for the unified communication products and services andfurther enhance the customer experience.

The Voxox Channel Partner Program consists of:

Interconnect/Phone Vendors that need a partner to sell SIP Trunking or want to set up a Hosted IP PBX tocontinue competing successfully at low costs.

Outsourced IT/MSPs that are looking for cost saving VoIP products that will advance theirtelecommunication service and increase their bandwidth for data.

Master Agents who are aggregating sales of hundreds of Smaller sub agents that are a combination ofInterconnects, telecommunication consultants, entrepreneurs and Outsourced IT/MSPs.

The process of building channel partners ensures that the partners are as committed to the success of the businessas the Company itself. These strong alliances will allow the Company to focus on its core competency instead ofexpending more than required valuable time and energy on reaching the final customer. Voxox has built a strongvalue proposition that communicates with its partners the benefits that will accrue to them as well as theconsumer.

Channel Partnerships are a two way street. Voxox offers multiple benefits to its partners for their continuedsupport. The traditional phone system providers can add services such as SIP Trunking or Hosted IP PBX. Thesechannel partners have access to Voxox channel portal and can download marketing material, social media content,webinars and current promotions as well as exclusive partner content and an online quoting tool. Other benefitsthat accrue to Voxox’s partners are:

20% commissions on core products for all partner sales Up to 25% commissions on core products for qualified master agents No annual revenue commitment minimum for agent and dealer partners 50% of installation fees collected are paid to partners Evergreen provisions in all contracts

New incentives to channel partners listed below were focused on SIP Trunking and Wholesale offerings andapplicable to both: An agent with the largest number of SIP Trunking 2013 deals turned in by April 30, 2013 received a $500

spiff. An agent with the highest revenue for 2013 deals signed by April 30, 2013, which bills out in May 2013,

received a $1,000 spiff.

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Figure 11: Channel Partner Benefits for Voxox

Source: Company Material

Voxox For Operators Partnerships

The Voxox for OperatorsTM sales team is an experienced team of executives that have jointly sold $1 billionannually to mobile networks across the globe. The initiatives of this team can spur the Company to greater heightsin the unified mobile communications industry. Currently, the sales team is focused on partnering with operatorslooking to accelerate their time-to-revenue by deploying a completely hosted unified communications solution,before fully integrating its functionality into their core network. An operator can deploy such a Voxox solutionwith zero CAPEX and limited upfront costs within a matter of weeks.

Management understands that to succeed on a global scale, it has to build strong relationships with companies thathave a local presence, existing customer base and valuable brands. The Voxox For Operators Partnership Programensures that the Company has a strong line of strategic partners that will ensure continued sales, reduced costs andcooperative marketing in the face of the competition.

The Company is building a strong portfolio of operator partners. The following comprehensive list of mobileoperators interested in Voxox exhibits the strong product and services portfolio of the Company.

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Figure 11: Channel Partner Benefits for Voxox

Source: Company Material

Voxox For Operators Partnerships

The Voxox for OperatorsTM sales team is an experienced team of executives that have jointly sold $1 billionannually to mobile networks across the globe. The initiatives of this team can spur the Company to greater heightsin the unified mobile communications industry. Currently, the sales team is focused on partnering with operatorslooking to accelerate their time-to-revenue by deploying a completely hosted unified communications solution,before fully integrating its functionality into their core network. An operator can deploy such a Voxox solutionwith zero CAPEX and limited upfront costs within a matter of weeks.

Management understands that to succeed on a global scale, it has to build strong relationships with companies thathave a local presence, existing customer base and valuable brands. The Voxox For Operators Partnership Programensures that the Company has a strong line of strategic partners that will ensure continued sales, reduced costs andcooperative marketing in the face of the competition.

The Company is building a strong portfolio of operator partners. The following comprehensive list of mobileoperators interested in Voxox exhibits the strong product and services portfolio of the Company.

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Figure 11: Channel Partner Benefits for Voxox

Source: Company Material

Voxox For Operators Partnerships

The Voxox for OperatorsTM sales team is an experienced team of executives that have jointly sold $1 billionannually to mobile networks across the globe. The initiatives of this team can spur the Company to greater heightsin the unified mobile communications industry. Currently, the sales team is focused on partnering with operatorslooking to accelerate their time-to-revenue by deploying a completely hosted unified communications solution,before fully integrating its functionality into their core network. An operator can deploy such a Voxox solutionwith zero CAPEX and limited upfront costs within a matter of weeks.

Management understands that to succeed on a global scale, it has to build strong relationships with companies thathave a local presence, existing customer base and valuable brands. The Voxox For Operators Partnership Programensures that the Company has a strong line of strategic partners that will ensure continued sales, reduced costs andcooperative marketing in the face of the competition.

The Company is building a strong portfolio of operator partners. The following comprehensive list of mobileoperators interested in Voxox exhibits the strong product and services portfolio of the Company.

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Figure 12: Voxox Potential Operator Partners

Source: Company Material

Figure 13: Voxox Technology Partners

Source: Company Material

Voxox For Operators Prospect List1. 3 (Three.co.uk) 14. Deutsche Telecom 27. Megafon 40. Slovak Telecom (T-Mobile)

2. Aircel (India) 15. DialogAxiata (Sri Lanka) 28. Millicom International 41. Smart (Indonesia)

3. Airtel (India) 16. Digicel El Salvador 29. Mobilink (Pakistan) 42. STC (Saudi Arabia)

4. AT&T (USA) 17. Entel (Chile) 30. MTN (Africa) 43. TDC (Denmark)

5. BT Retail (UK) 18. France Telecom(Orange)

31. Nextel (Latin America) 44. Tele2 (Norway)

6. Claro (Latin America) 19. Globe (Nigeria) 32. NTT (Japan) 45. Telefonica (Latin America)

7. Du Telecom (UAE) 20. Globe (Philippines) 33. Ooredoo (Qtel) 46. Telereliance (S. Leone)

8. Emtel (Mauritius) 21. JT Cable (Europe) 34. Open Mobile (Puerto Rico) 47. Telfort (KPN subsidiary)

9. Etisalat (MEA) 22. KDDI 35. Pelephone (Israel) 48. TIGO (Latin America)

10. Celcom (Malaysia) 23. KPN 36. PLDT (Philippines) 49. Turkcell

11. Cellcom (USA) 24. LGI 37. Singtel (Singapore) 50. VoIP Telecom

12. CountryCom (Russia) 25. Libya Post & Telecom 38. SKT (S. Korea) 51. Yota (Russia)

13. Cricket Communications 26. Maxis 39. SkyLink (Russia) 52. Zain (Africa)

VoxOx SIP Trunking is certified withNEC's Sphericall PBX product.

VoxOx uses Polycom’s industry leading SIP endpoint technology and isVoxOx preferred phone vendor

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Distribution Partners

The Company is expanding demand for low-cost VoIP telephony by offering affordable products and serives. Ithas partnered with Albatel to provide VoIP services to the Albanian government clients and businesses. The moveis strategic allowing Voxox to gain a first mover advantage in a country that has experienced its first telecomderegualtion. Expected revenues form the association are $1.25 million in the first year of operations.

Voxox will distribute its applications via Smiley Central which is part of the 12 million customer base ofMindspark TM, a subsidiary of the $2 billion Interactive Corp.

In India, the Company has partnered with Oxigen to gain a foothold in the top-up and mobile wallet monetizationfield. Through the partnership, Voxox can effectively target 1.2 billion people living in India with its products andservices.

Voxox will also be distributed by EMIDA, another top-up and mobile wallet company, which operates in 37countries.

The Company also intends to expand its market base by partnering with Mediatek and Qualcomm to embedVoxox into their mobile chipsets. This will allow the Company to offer its services to all strata of smartphoneusers at the beginning time that they buy the phone.

Marketing

Figure 14: Voxox Marketing Channels

Source: Cohen Research

The market opportunity for Voxox is tremendous. The size of the social and digital media market is around 83million in the US itself and is over 2.4 billion across the world. Despite such large figures, the numbers areexpected to show double digit growth. The unified communication industry has experienced explosive growth andis certain to grow further. According to Microsoft, out of a total of 5 billion mobile phones, 1.08 billion phonesare smart phones and 3.05 billion are SMS enabled. It’s not a question of ‘If.’ It is a question of ‘When’ theremaining numbers convert to smartphones capable of running unified communication products such as Voxox.

ConsumerProsumer

Business Wholesale

PublicitySocial MediaPromotions

Pay-per-DownloadCoop Marketing

SpiffsTrade EventsNewsletters

Video ConferencesPublicity

Master AgentsDirect SalesTrade Events

PublicityNegotiations

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Since 2008, the Voxox mobile app has been in the beta development stage. Its promotion has been limited totargeted micro-campaigns and public relations. However, now that the new Voxox consumer offering is out of itsbeta stage, the Company has chosen to adopt viral marketing for a rapid increase in subscription rates.

The management of Voxox has developed both a marketing strategy and marketing tactics to give the Company astrong global image and achieve its long-term goals, which include:

1. User growth: new acquisition, retention and referrals2. Revenue, up-sell and cross-sell tactics3. Growth in brand awareness, interaction and image building

Voxox is positioning itself as a lifestyle product that has social media and mass adoption appeal. Its new brand isbased on the powerful emotion of love, expressed with “Love Your Phone” and “Love Communication” taglines.

The nature of Voxox's products and services and the customers it is targeting, lends itself to viral marketing. Webelieve that if the Company manages to maintain a strong position on its current business user base whilesimultaneously improving its culture-forward consumer branding, it will generate self-propagating momentumthat will allow for an increased user base in a short period of time.

Voxox customers are by their nature, communicators. It takes at least two people to communicate. Thus, theviral effect, or word of mouth, is an inherent part of the communications solution. Voxox currently has a “ViralCoefficient” of 1. Few companies can achieve this.

Voxox is using a variety of different tools to ignite the viral effect. Its acquisition and nurturing campaignincludes publicity, product reviews, mass-market promotions, pay-per-download advertising, social mediacommunications, cooperative marketing with partners, industry thought leadership, viral marketing and thedelivery of contextual and relevant content.

Figure 15: The Viral Hook

Source: Company Material

Viral Hooks

The following value propositionoffers a significant viral hook:

• Free phone number

• Free peer-to-peer calls, chat,media sharing, fax, etc.

• Free inbound calls, texts andfaxes

• Free calling & texting credit

• Free contact and media sharing

• Free voicemail to texttranscription

Inherently Viral

Two-way and One-to-ManyCommunication services areinherently viral and increase invalue due to the “network effect”

Voxox provides a much richeruser experience when sharedwith other users

Voxox can be used across anydevice anywhere in the world

Voxox users can communicatewith everyone in their addressbook

Seeding

900,000 people registered to usethe Beta version of Voxox,without any direct sales,promotion or re-marketing aftersigning-up

Users have uploaded 30M+ oftheir contacts from othercommunication networks,creating an addressable marketfor Voxox

“Disruptive promotions,” such asoffering free SMS, promotegrowth and use of service

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The Company’s viral growth model targets two age groups: its primary target age group of 18 – 24 year olds andthe secondary target age group of young working professionals between the ages of 25 – 34 years. The primarytarget age group has been the fastest growing segment of social media users. The secondary target age group ismore mobile, globally dispersed and inclined towards business offerings. Both target age groups share traits ofhigh level of intercommunication and high use of social media.

The viral growth model can eventually be a cross-sell channel to enable consumer to business migration. The viralgrowth target group will eventually move to a stage where they will continue using the same applications forbusiness that it currently uses to communicate with friends and family. The Company expects 5 -10% of its userbase to be business users and expects the figure to grow as the target age groups look for more business orientedproducts.

Figure 16: Voxox Viral marketing

Source: Company Material

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The Company’s viral growth model targets two age groups: its primary target age group of 18 – 24 year olds andthe secondary target age group of young working professionals between the ages of 25 – 34 years. The primarytarget age group has been the fastest growing segment of social media users. The secondary target age group ismore mobile, globally dispersed and inclined towards business offerings. Both target age groups share traits ofhigh level of intercommunication and high use of social media.

The viral growth model can eventually be a cross-sell channel to enable consumer to business migration. The viralgrowth target group will eventually move to a stage where they will continue using the same applications forbusiness that it currently uses to communicate with friends and family. The Company expects 5 -10% of its userbase to be business users and expects the figure to grow as the target age groups look for more business orientedproducts.

Figure 16: Voxox Viral marketing

Source: Company Material

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The Company’s viral growth model targets two age groups: its primary target age group of 18 – 24 year olds andthe secondary target age group of young working professionals between the ages of 25 – 34 years. The primarytarget age group has been the fastest growing segment of social media users. The secondary target age group ismore mobile, globally dispersed and inclined towards business offerings. Both target age groups share traits ofhigh level of intercommunication and high use of social media.

The viral growth model can eventually be a cross-sell channel to enable consumer to business migration. The viralgrowth target group will eventually move to a stage where they will continue using the same applications forbusiness that it currently uses to communicate with friends and family. The Company expects 5 -10% of its userbase to be business users and expects the figure to grow as the target age groups look for more business orientedproducts.

Figure 16: Voxox Viral marketing

Source: Company Material

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Figure 17: Voxox Marketing Tactics

Source: Cohen Research

Support for business continues in the same manner. Increasing visibility on social media sites has started to forma part of the Company’s strategy. Such multi modal strategy will develop the Company’s innovative products,bring them to the forefront and keep them in the audiences’ mind when comparing them to its competitors.

Using traditional marketing techniques such as trade show marketing and channel partner development, theCompany has successfully pushed sales of it Hosted PBX, SIP Trunks, Hosted Contact Center and other servicesgeared towards businesses.

The future of Voxox’ marketing campaigns will depend of the congruency of product release timelines andinternal marketing plans.

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Figure 17: Voxox Marketing Tactics

Source: Cohen Research

Support for business continues in the same manner. Increasing visibility on social media sites has started to forma part of the Company’s strategy. Such multi modal strategy will develop the Company’s innovative products,bring them to the forefront and keep them in the audiences’ mind when comparing them to its competitors.

Using traditional marketing techniques such as trade show marketing and channel partner development, theCompany has successfully pushed sales of it Hosted PBX, SIP Trunks, Hosted Contact Center and other servicesgeared towards businesses.

The future of Voxox’ marketing campaigns will depend of the congruency of product release timelines andinternal marketing plans.

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Figure 17: Voxox Marketing Tactics

Source: Cohen Research

Support for business continues in the same manner. Increasing visibility on social media sites has started to forma part of the Company’s strategy. Such multi modal strategy will develop the Company’s innovative products,bring them to the forefront and keep them in the audiences’ mind when comparing them to its competitors.

Using traditional marketing techniques such as trade show marketing and channel partner development, theCompany has successfully pushed sales of it Hosted PBX, SIP Trunks, Hosted Contact Center and other servicesgeared towards businesses.

The future of Voxox’ marketing campaigns will depend of the congruency of product release timelines andinternal marketing plans.

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Figure 18: Specific mediums involved in marketing Voxox

Source: Cohen Research

The Company has shown that it intends to derive the best bang for its buck through its marketing campaigns. Theexperience of marketing on a budget during the beta stage is crucial. We believe the Company will continue todevelop a comprehensive budget for its marketing activities. Discussions with Company management indicatesthat approximately 75%-80% of the marketing budget will be applied towards consumer marketing programswhile maintaining flexibility. Initial forecasts indicate that the Company can convert between 1% - 3% of its userbase to paying base.

Revenue Generation / Sales

To ensure that the growth in the communication industry translates into revenues for Voxox, the Company hasbuilt a highly flexible SDP that can support several revenue generation streams.

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Figure 18: Specific mediums involved in marketing Voxox

Source: Cohen Research

The Company has shown that it intends to derive the best bang for its buck through its marketing campaigns. Theexperience of marketing on a budget during the beta stage is crucial. We believe the Company will continue todevelop a comprehensive budget for its marketing activities. Discussions with Company management indicatesthat approximately 75%-80% of the marketing budget will be applied towards consumer marketing programswhile maintaining flexibility. Initial forecasts indicate that the Company can convert between 1% - 3% of its userbase to paying base.

Revenue Generation / Sales

To ensure that the growth in the communication industry translates into revenues for Voxox, the Company hasbuilt a highly flexible SDP that can support several revenue generation streams.

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Figure 18: Specific mediums involved in marketing Voxox

Source: Cohen Research

The Company has shown that it intends to derive the best bang for its buck through its marketing campaigns. Theexperience of marketing on a budget during the beta stage is crucial. We believe the Company will continue todevelop a comprehensive budget for its marketing activities. Discussions with Company management indicatesthat approximately 75%-80% of the marketing budget will be applied towards consumer marketing programswhile maintaining flexibility. Initial forecasts indicate that the Company can convert between 1% - 3% of its userbase to paying base.

Revenue Generation / Sales

To ensure that the growth in the communication industry translates into revenues for Voxox, the Company hasbuilt a highly flexible SDP that can support several revenue generation streams.

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Figure 19: Voxox Calling Plans

Source: Company Material

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Figure 19: Voxox Calling Plans

Source: Company Material

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Figure 19: Voxox Calling Plans

Source: Company Material

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To provide the best possible service to its users, Voxox has built its system from the ground up and is thereforeable to make it scalable, reliable, cost effective and flexible. The Company has focussed on each of the threemainstays to ensure comprehensive products built on this platform bear uniform results.1

Figure 20: Three mainstays of the Voxox System

Source: Cohen Research

Network Architecture

The Company maintains complete integrity by running operations on an autonomous network. It has tied up withEquinix as its data center partner to keep 99.9999% uptime on its network which can be accessed globally.Voxox’s data network architecture includes four redundant transit connections which are capable of taking 100%of the load of other transit connections in case a single one fails.

1 Some sections of the text on the Company’s System Description are sourced from Company’s material.

SYSTEM DESCRIPTION

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To provide the best possible service to its users, Voxox has built its system from the ground up and is thereforeable to make it scalable, reliable, cost effective and flexible. The Company has focussed on each of the threemainstays to ensure comprehensive products built on this platform bear uniform results.1

Figure 20: Three mainstays of the Voxox System

Source: Cohen Research

Network Architecture

The Company maintains complete integrity by running operations on an autonomous network. It has tied up withEquinix as its data center partner to keep 99.9999% uptime on its network which can be accessed globally.Voxox’s data network architecture includes four redundant transit connections which are capable of taking 100%of the load of other transit connections in case a single one fails.

1 Some sections of the text on the Company’s System Description are sourced from Company’s material.

SYSTEM DESCRIPTION

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To provide the best possible service to its users, Voxox has built its system from the ground up and is thereforeable to make it scalable, reliable, cost effective and flexible. The Company has focussed on each of the threemainstays to ensure comprehensive products built on this platform bear uniform results.1

Figure 20: Three mainstays of the Voxox System

Source: Cohen Research

Network Architecture

The Company maintains complete integrity by running operations on an autonomous network. It has tied up withEquinix as its data center partner to keep 99.9999% uptime on its network which can be accessed globally.Voxox’s data network architecture includes four redundant transit connections which are capable of taking 100%of the load of other transit connections in case a single one fails.

1 Some sections of the text on the Company’s System Description are sourced from Company’s material.

SYSTEM DESCRIPTION

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Figure 21: Flow of traffic through Voxox’s network

Source: Cohen Research

Systems Architecture

With a number of vendors delivering “commodity hardware”, Voxox solutions operate on a x86 serverarchitecture within a Linux environment to ensure interoperability. The Voxox system architecture is divided intomultiple services with each service running on its own cluster. These services can also be run on scalablevirtualized environments that allow for efficient usage of hardware resources.

Figure 22: Voxox services plying on the Voxox system architecture

Source: Company Material

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Figure 21: Flow of traffic through Voxox’s network

Source: Cohen Research

Systems Architecture

With a number of vendors delivering “commodity hardware”, Voxox solutions operate on a x86 serverarchitecture within a Linux environment to ensure interoperability. The Voxox system architecture is divided intomultiple services with each service running on its own cluster. These services can also be run on scalablevirtualized environments that allow for efficient usage of hardware resources.

Figure 22: Voxox services plying on the Voxox system architecture

Source: Company Material

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Figure 21: Flow of traffic through Voxox’s network

Source: Cohen Research

Systems Architecture

With a number of vendors delivering “commodity hardware”, Voxox solutions operate on a x86 serverarchitecture within a Linux environment to ensure interoperability. The Voxox system architecture is divided intomultiple services with each service running on its own cluster. These services can also be run on scalablevirtualized environments that allow for efficient usage of hardware resources.

Figure 22: Voxox services plying on the Voxox system architecture

Source: Company Material

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Service Delivery Platform

It is crucial that a unified communications company be able to roll out application and updates in the shortest timepossible without causing any hitches in operations. Voxox’s service delivery platform is a cloud basedinfrastructure that enables its solutions to run on any platform without incurring third party licensing fees. TheSDP Architecture allows the system to extract individual protocols, employ multiple codecs and allow developersto build secure applications that are extensible and versatile to run in any development environment and areadequately encrypted to prevent any misuse of live and stored data.

Administration modules based on the SDP include Provisioning Engine that helps developers build solutions thatcan be sold to customers, Rating engines that generate billing information for a particular service that a consumerhas employed, Billing engine which is interconnected with 20 real-time payment processors enables developers tosegment customers and create classes based on criteria required by the developer. Other administration modelssuch as Tenancy allows for creation of a hierarchy that can track service delivery to customers whereas FraudPrevention Tools help filter out proxy IP addresses, misused credit card numbers and run a verification service.An Access List Control helps an administrator to define roles based on requirements fed into the SDP and DeviceProvision helps perform remote activities such as reconfiguring an IP phone or a router.

The SDK offers multiple management tools that allow the user to access information. The information displayedvaries according to user rights. The Change Management Database catalogues hardware and software inventoryand tracks requests throughout the system untill its completion. The System Monitoring Portal tracks, logs andgraphs data collected during the usage of a system and has inbuilt alert systems that can email or SMS a user ifparticular threshold levels are passed. Customer Service Portal is specifically built for agents who like to keep anupdated account of their customers and their specific requests. A reseller portal is specifically built for whitespace users who wish to generate higher sales by monitoring and changing pricing, promotion and provisionservices. An end user portal is visible to the end user and allows them to make plan changes, pay bills check callhistory and voicemail. Depending on the need of the business, the suite of management tools can be configured togive the best possible service to the customer.

System Integration

While the individual design of the system architecture and the SDK is very good, the Company cannot use themin isolation. Both have to be integrated correctly to derive the best possible value. The success of the Voxox’ssolutions is dependent on the following key areas:

End User experience Network Integration and Deployment Deployment Flexibility

The research and development of building a solution from the ground up and geared towards the need of theconsumer enables the software to run intuitively. The end to end solution requires the quality of service remainsconstant throughout the flow of data to the end user. Ease of use and high quality of service attract and keep theuser hooked to the system.

The Voxox network is interoperable since it complies with the rigorous standards set by the 3GPP RCS standard,up to RCS 5.1 service and the management. To ensure the solution is always available to the user, the Company

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network supports a number of legacy and external interfaces and is interoperable between IPv4 and IPv6. It isinterconnected with a gigabit fibre cross connect with the Voxox Network Operating Center in Los Angeles andNew York and backed by servers managed by Amazon on their global AWS network to ascertain the end userdoes not face disruptions. Flexibility in the design of the system allows Voxox to integrate with most operator keyemergencies and interfaces such as Law Interface, E911 and Customer Care and support post-paid and prepaidcharging systems. Separate interfaces for maintenance, service and database access ensures complete security ofthe system.

Figure 23: Voxox Network Diagram

Source: Company Material

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Figure 24: Voxox Value Proposition

Source: Cohen Research

Powerful Combination of Technologyand Infrastructure

Unique and Comprehensive Suite ofServices

Highly Scalable Business Model withSignificant Demand

Near Term Exit Potential withSignificant Upside for Investors

Strong Management Team and Boardof Advisors

VALUE PROPOSITION

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Over-the-top (OTT) services have usurped the position that mobile operators have held for years. OTT serviceshave very quickly gained a foothold in the mobile voice, messaging, media and cloud services. Skype, Facebook,WhatsApp Messenger and Viber are some know examples of OTT services. Facebook Chat consumes almost22% of all mobile instant messaging bandwidth whereas WhatsApp has cornered around 5% of the total globalmessaging traffic and recorded a whopping 600% growth in messaging traffic in 2012.

Cloud Telephony is expected to be valued at $130 billion in 2013 and grow to $677 billion in 2016. Currently 3.2billion people own mobile phones and more than half of all the voice calls are expected to be via VoIP by 2019.By 2015 the VoIP market is expected to grow to $50 billion with Mobile, SIP Trunking and hosted UC telephonybeing the fastest growing segments.

The rapid adoption of smartphones over utility phones has been one of the major drivers of growth of OTTindustry. Smartphones continue to drive the need for cloud cloud communications. Unified communicationapplications have reduced the dependence on SMS for communication.

Figure 25: Smartphone Adoption Rates

Source: Company Material

Voxox offers a combination of instant messaging, VoIP, social networking and services for users. The Companycan expect to play in a market that has a combined user base of over 10 billion users by 2016.

INDUSTRY OVERVIEW

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As a unique product combining multiple features of the currently available communication services andapplications, Voxox faces competition in four different but integral verticals via Consumer, Residential, Businessand Wholesale. However the Company’s SDP, partnerships with technology partners and superior softwareenable it to build products and offer services that can be expected to be superior to competitor offerings. Voxox isa registered Competitive Local Exchange Carrier (CLEC) in the states of California, Florida, Illinois, New Yorkand Texas giving it valuable experience in the strategies used by communication service operators.

Figure 26: Voxox Revenue Streams and Interoperability

Source: Company Material

Voxox combines calling, texting, instant messaging, social networking and faxing in a single platform. Itcompetes with Skype and Google Voice in the calling segment. Skype, over the years has lost its dominant statusdue to faulty pricing strategies that increase in cost as the services offered increase. However, the acquisition byMicrosoft indicates the product still can be a significant threat to Voxox. Google Voice, like other Googleproducts provides only a basic calling feature. Its penetration is still limited to the United States. Unify scoresover both its competitors because it offers premium services at low cost due to its superior software architectureand delivery platform and commands a global reach thanks to viral marketing strategies and channel partner sales

COMPARATIVE ANALYSIS

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As a unique product combining multiple features of the currently available communication services andapplications, Voxox faces competition in four different but integral verticals via Consumer, Residential, Businessand Wholesale. However the Company’s SDP, partnerships with technology partners and superior softwareenable it to build products and offer services that can be expected to be superior to competitor offerings. Voxox isa registered Competitive Local Exchange Carrier (CLEC) in the states of California, Florida, Illinois, New Yorkand Texas giving it valuable experience in the strategies used by communication service operators.

Figure 26: Voxox Revenue Streams and Interoperability

Source: Company Material

Voxox combines calling, texting, instant messaging, social networking and faxing in a single platform. Itcompetes with Skype and Google Voice in the calling segment. Skype, over the years has lost its dominant statusdue to faulty pricing strategies that increase in cost as the services offered increase. However, the acquisition byMicrosoft indicates the product still can be a significant threat to Voxox. Google Voice, like other Googleproducts provides only a basic calling feature. Its penetration is still limited to the United States. Unify scoresover both its competitors because it offers premium services at low cost due to its superior software architectureand delivery platform and commands a global reach thanks to viral marketing strategies and channel partner sales

COMPARATIVE ANALYSIS

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As a unique product combining multiple features of the currently available communication services andapplications, Voxox faces competition in four different but integral verticals via Consumer, Residential, Businessand Wholesale. However the Company’s SDP, partnerships with technology partners and superior softwareenable it to build products and offer services that can be expected to be superior to competitor offerings. Voxox isa registered Competitive Local Exchange Carrier (CLEC) in the states of California, Florida, Illinois, New Yorkand Texas giving it valuable experience in the strategies used by communication service operators.

Figure 26: Voxox Revenue Streams and Interoperability

Source: Company Material

Voxox combines calling, texting, instant messaging, social networking and faxing in a single platform. Itcompetes with Skype and Google Voice in the calling segment. Skype, over the years has lost its dominant statusdue to faulty pricing strategies that increase in cost as the services offered increase. However, the acquisition byMicrosoft indicates the product still can be a significant threat to Voxox. Google Voice, like other Googleproducts provides only a basic calling feature. Its penetration is still limited to the United States. Unify scoresover both its competitors because it offers premium services at low cost due to its superior software architectureand delivery platform and commands a global reach thanks to viral marketing strategies and channel partner sales

COMPARATIVE ANALYSIS

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programs run by the Company. Though multi-channel messaging software such as Trillian and Nimbuzz abound,these products do not cater to business and cannot be scaled because of infrastructure constraints.

Voxox Business offerings include SIP Trunks, Hosted Contact Center and Hosted IP PBX. These services allowsmall and medium size businesses to set up call centers at the lowest cost possible. Comparing Voxox’s cost withtraditional call center solutions, a business can save thousands of dollars in addition to being able to scale theirservice depending on the demand. The Company competes with Packet 8, BroadVox, BroadCore, Freedom Voiceand Pantera for business customers. On Premise call centers require time and costly maintenance whereasVoxox’s offerings are available and instantly upgradeable on the cloud.

Voxox is a low cost landline replacement that offers the lowest VoIP service available for residential users.Vonage is Voxox’s major competitor in this segment and provides similar services at 20% more cost. In addition,Vonage’s affiliations require it to pay two years of customer charges making its business model and $10 permonth to match Voxox’s accessibility. The combination of a single number being accessible from either home,mobile or PC makes Voxox one of the best VoIP choices.

Voxox Wholesale enables entrepreneurs to start their own Consumer, residential and business solutions based onVoxox’ infrastructure. The market is crowded with such service providers with Comm Partners and Simple Singlebeing Voxox’ direct competitors. The Company differentiates its products on the three pillars of service,flexibility and N-tier licensing and enables small and medium businesses to resell Voxox’ White Label productlines.

Entry into the industry is a difficult proposition mainly to the high technology costs that competitors have to paywhile setting up a new business. Voxox uses its own carrier grade unified communication infrastructure thatminimizes costs for the Voxox application. The potential gross margin that we expect the Company to earn fromits proprietary infrastructure and hardware is more than 50%. Building, scaling and monetizing application is astrengh of Voxox. It is the only company to expect gross margins greater than 30% and not yet acquired.Companies such as Skype, Ribbit, Jajah and Grand Central which were capable of generating such margins wereacquired for high valuations over the years and show the underlying value that is yet to be unlocked.

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Figure 27: Feature Comparison with Major Competitors

Feature VOXOX Joyn Google Voice Skype Viber WhatsAppIP Voice Calls √ √ √ √ √ -SMS √ √ √ √ - -MMS √ √ √ - - -File Transfer √ √ - √ - √Provisioning √ √ - - - -Video Share √ √ - - - √Image Share √ √ - - √ √1-to-1 Messaging √ √ √ √ √ √Capability Discovery √ √ - - - -New User Discovery √ √ - - - -Group Chat √ √ √ √ √ √IP Video Calls √ √ √ √ - -Social Presence √ √ - - - √Personal Blacklist √ √ - √ - -Geo-Location Pull √ √ - - - √Geo-Location Push √ √ - - - √Multimedia in Chat √ √ - - - √Video Sharing During Call √ √ - - - -Video Sharing Outside Call √ √ - - - -Multi Device Support √ √ √ √ - √“IsComposing” Indications √ √ - - √ √Central Message Storage √ √ - - - -File Transfer in Group Chat √ √ - √ - √Store & Forward in Group Chat √ √ - - - -Store & Forward in File Transfer √ √ - - - -Delivery & Display Notifications √ √ - - - -Interworking with Legacy Message Services √ √ - - - -Caller ID √ √ - - - -Smileys √ √ - √ √ -Find Me / Follow Me √ - - - - -Social Network Integration √ - - - - -Group SMS + IM Conversations √ - - - - -3rd-Party IM Network Integration (Gateway) √ - - - - -Instant Group Conf. Calls (Dial-Out) √ - - - - -Chat/SMS Real-Time Language Translation √ - - - - -Group Phone Number-to-Conference Calls √ - - - - -On-Net Voice/Video/Messaging with Non-RCS (OTT) Users

√ - - - - -

Pre-RCS

RCS-e (v1.2.2)

RCS 5.0

RCS 5.1

Beyond RCS

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Source: Company Material

Risk Factors

Security Risk: Integrating all voice and data communication services onto a single platform can possibly amplifythe risk of eavesdropping or unauthorized interception.

Dependence on the Internet: Voxox’s offerings are largely dependent on Internet technology. Any perceptibleinterruption will cause adverse effects on the usage of communication services.

Change in cost of communication: While currently Voxox offers low cost services, change in technology orentry of a strong and financially backed competitor can reduce prices below what is profitable for the Company.

Market Uncertainty: Voxox combined communication services are in great demand currently. Even if theCompany builds a dominant position in the industry, a change in consumer preferences can impact the businessnegatively.

Cloud Telephony Feature VOXOX Joyn Google Voice Skype Viber WhatsAppVanity Number √ - √ √ - -Virtual Number √ - √ √ - -Vanity Number Search √ - √ √ - -Callback SMS √ - - - - -Callback Web √ - - - - -Callback ANI √ - - - - -Voicemail √ - √ √ - -Voicemail-to-Email √ - √ - - -Voicemail-to-Text Transcription √ - √ - - -Fax-to-Email √ - - - - -Call Transfer (Star code) √ - √ √ - -Call Recording (Star code) √ - √ - - -Multi-Party Conference Calling √ - √ √ - -

Call Screening & Announcement √ - √ - - -

Call Routing Rules by Caller √ - √ - - -Dead End (Call blocking, custom messages) √ - √ - - -Ringback Tones √ - - - - -Fax Send / Receive √ - - - - -Simultaneous Ring √ - - - - -

And more…

Cloud Telephony

Personal AssistantFeatures

Star (*) Codes

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THE COHEN PRICE TARGETTM - $10.13

The Cohen Price TargetTM is a dynamic and logical valuation approach that combines market-based approachesand intrinsic value methodologies. Capital raising and cash are the life blood of any micro-cap/small capCompany. Hence, the Cohen Price TargetTM includes four components, 25% equal weighted that together reflectand are based on the Company’s ability to raise capital for growth. The four components used in our price indexare: Price-to-Earnings ratio (P/E), Cohen Price-to-Capital Employed ratio (P/CE) (Both Market based valuationapproaches), Cohen Discounted Cash Flow (DCF) method (Theoretically an Intrinsic Value based approach) andCohen Price Performance Index.

However, since the Company is not listed on any stock exchanges, we cannot use our fourth component to valuethe Company’s common stock. Hence, for valuing this stock we only include the P/E, P/CE and DCF (each equalweighted).

Note: Our above price targets are based on the financial forecast and intrinsic value of the stock. In case of apossible acquisition of Voxox by a larger industry player, we believe investors can expect a large premium. Also,since Voxox is a private limited Company, the true value of its shares can be accessed only at the time of listingor exit.

Our formula for The Cohen Price TargetTM is shown below.

Figure 28: The Cohen Price TargetTM Formula

Source: Cohen Research

Price-to-Earnings (P/E) in $Earnings Per Share 2014 Forecasts 0.25Average Future P/E Ratio 32.89Discount Factor 0.82Price based on P/E Ratio 6.84

Price-to-Capital Employed (P/CE) in $Capital Employed 0.99Average P/CE Ratio 10.58Discount Factor 0.82Price based on P/CE Ratio 8.53

Cohen Discounted Cash Flow Model in $Cohen DCF Value - Base Case 15.02

Cohen Price Index Target 10.13

VALUATION

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Figure 29: Cohen Discounted Cash FlowTM

Source: Cohen Research

3.0% 4.0% 5.0% 6.0% 7.0%Optimistic Case 21.15 22.40 23.88 25.66 27.83Base Case 13.32 14.10 15.02 16.13 17.48Pessimistic Case 9.16 9.70 10.34 11.11 12.05-5.0010.0015.0020.0025.0030.00

in U

S $

Range of Long-Term Growth Rates

Range of Target Price vs. Long-Term Growth Rates

18.0% 17.0% 16.0% 15.0% 14.0%Optimistic Case 19.44 21.47 23.88 26.80 30.39Base Case 12.26 13.52 15.02 16.84 19.07Pessimistic Case 8.44 9.31 10.34 11.59 13.13-5.0010.0015.0020.0025.0030.0035.00

in U

S $

Range of Cost of Capital

Range Target Price vs. Cost of Equity

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Voxox is a one of a kind solution that combines the unique features of a number of communication services suchas VoIP, messaging, conference calling, visual voicemail, language translation, fax, media sharing, call screeningand large file transfer in a single app communication thread. This combination positions it in a niche as a singlesolution for the fragmented Internet communications industry. The Company targets audience segmentation andbuilding cloud based low cost solutions for each from a single strong SDK gives it multiple revenue streams.

Competition in each of its target markets is fierce but Voxox’s unique combination enables it to cross sell and upsell its services. Coupled with Voxox’s experience as a CLEC in California, Florida, Illinois, New York andTexas, and the strong technological expertise, quality of service and global reach we believe the Company candeliver strong performance year after year. The OTT market is fragmented with a number of players but theoverall market is still growing on the back of high smartphone adoption rates and increasing Internet penetration.

We expect significant growth potential from Voxox’s attractive suite of products and services in the comingyears. Additional funding will expedite revenue growth and increase free cash flows, thus providing the capitalfor expansion and improving its ability to undertake strong marketing campaigns to increase customer base.However, our revenues forecasts are really conservative. While management targets to top over a billion dollar ofsales by FYE 2016, we forecast the Company to achieve this feat by FYE 2019. We believe revenues to growfrom $ 11.3 million for Fiscal Year End (FYE) December 31, 2013 to more than $1.04 billion by FYE 2019.

We believe the Company’s strong management, experience, developmental competence, financial capabilities,robust projected revenue streams and growth potential in its marketplace makes the stock a valuable investmentproposition. As a potential buyout candidate, its potential valuations are expected to be higher than its peers.Voxox provides an exciting potential long term investment opportunity for investors.

RS/Grass Roots Distribution Research

CONCLUSION

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Top management at Voxox provides a competitive advantage. Their experience in the field of VoIP industryincludes capitalizing on industry cycles, identifying lucrative opportunities, significantly ramping-up operationsand identifying suitable exit opportunities. The management team understands the product and its target audiencevery well and has changed its strategies accordingly.

Bryan Hertz – Founder, Chief Executive Officer and Chairman

Bryan brings 19 years’ experience in operational management, research & development, technology innovationand software design with a variety of established, as well as start-up, ventures. Most recently Bryan co-foundedTelcentris, now known as Voxox, combining his experience in technology start-ups with his vision for creatinginnovative technologies to bring a new wave of communication capabilities to the masses. Bryan’s entrepreneurialand technology experience includes management of a high-tech robotics retail chain in Southern California, R&Dfor a service bureau for Fortune 500 banks, insurance companies and broker-dealers, designing complex dataprocessing facilities and systems for the legal industry, production of complex, high-speed automated mailingfacilities for some of the largest US financial institutions, designing large scale e-commerce technologiescurrently implemented in several Fortune 500 companies including Xerox, Virgin Megastores and BritishTelecom, architecting and designing complex Multi-Level Marketing genealogy tracking software system for theMLM industry, and building business process outsourcing centers in New Delhi India, and San Jose Costa Rica.Bryan is an avid student of technology and technological innovation, particularly pertaining to Instant Messagingtechnology, VoIP protocols and computer networking, and has an intense thirst for knowledge in a variety offields which he satisfies by reading and studying business, financial and management issues, techniques andstrategies. Bryan holds a certificate in Computer Science from Coleman College and a certification in NetworkAdministration from Novell Networks. In addition to his involvement in the alternative health field, he is an avidtraveler, a student of Asian culture as well as Eastern medicine, and enjoys boxing and a working out at the gym.Bryan, born in New York and raised in Southern California, is married and is the proud father of a young son.

Kevin Hertz – Founder, Chief Technical Officer and Director

Kevin brings over 11 years experience in technology development, systems automation, and deployment ofadvanced network architectures. He is an innovator in bridging the technical gap between IP communications andthe PSTN (Public Switched Telephone Network) and an expert in VoIP technology. Kevin co-founded Telcentriswith the intent of using his talents to bring innovation to the fast paced VoIP market. Kevin’s recent technologyexperience includes administration and maintenance of diverse networks and software systems for outsourcingand web hosting firms. Among other advanced technology, he designed and implemented a proprietary, high load,redundant network infrastructure, for use in an ultra high availability data transaction environment. Making use ofmultiple bandwidth sources and geographically redundant hardware he was able to create a system thatperpetually maintained a 99.999% uptime. While in college, Kevin developed and deployed an online retailstorefront for the music industry supporting disc jockeys and music enthusiasts, which was first to market instreaming audio samples of vinyl media. Kevin is an avid techno-sports enthusiast. In the time that isn’t spent inthe office or working with new gadgets, Kevin enjoys action sports including snowboarding, skiing,skateboarding, bungee jumping and skydiving, and is currently on his way to earning a private pilot’s license.

MANAGEMENT BIOS

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Kevin holds a BS from USC (the University of Southern California), where he studied computer engineering,business, and economics. He also holds certificates in computer animation, graphics processing, and videoediting.

Jim Krupiarz – Chief Financial Officer

Jim brings 30 years of financial management experience to Telcentris. He began his career with the former Ernst& Whinney in Michigan, managing tax and audit engagements. Jim moved to San Diego in 1987 to join IVACCorporation as a strategic planning analyst. With IVAC, Jim evaluated new business opportunities that employedIVAC’s core intravenous infusion technologies. Subsequent roles in accounting and finance management withSan Diego firms led to a position as CFO with Controlled Contamination Services, Inc., a clean-tech firm servingthe biotech industry. Jim managed the transition from family to private equity ownership after a Texas-basedgroup purchased the company. Jim also served as CFO at sporting goods maker CoopSport, an international brandwhose products are sold at major chains and specialty realtors. Coop’s products were manufactured in China andJim oversaw the financial aspects of manufacturing in China, including letter of credit financing and foreigncurrency transaction management. Jim also oversaw the founders’ sale of the company to a competitor. Jim wasalso CFO at social media startup Booya!, and media and biotech startups Alure Medical and EpicardialTechnologies. A Michigan native, Jim received his BS in Accounting from Central Michigan University where hewas a collegiate swimmer, and he earned his MBA in finance from the University of Michigan.

Robert Hertz - CDP: Founder, Chief Information Officer & Director

Bob brings 36 years experience in computer technology innovation, operations automation, operatingmanagement and managerial accounting predominantly with Fortune 500 corporations. Most recently, Bobdirected the software development of a “cradle-to-grave” automation environment for large and medium-sizedbusinesses. Bob’s entrepreneurial activities have also included building several high tech retail and travelbusinesses as well as software development companies. Bob’s experience includes creation of several industryspecific “total automations,” including Children’s Hospital Pediatric Cardiology, Cush Travel, Paul Ecke Ranchand Sentra Securities, all in San Diego. Bob has also developed military systems at Naval Ocean Systems Centerfor SAIC and Syscon, two major US Government contractors. Bob delivered source code and training programsfor Venda Ltd (London, England) on his e-commerce automation software, which is still today the basis for all100 of Venda’s e-commerce customers online stores, including; Virgin Mega Stores, Xerox, BT, Panasonic,Austin Reed, Lands’ End, Sharp, Wickes, and Danskin. In 1991, American Express (TSSG) purchased exclusiverights to CAESAR which Bob created to automate over 80 major bank and insurance company owned brokeragehouses including: Trans America, (Griffith) Home Savings, Home Life, AIG, Great Western, Fortis and ThePhoenix. Bob worked with IBM to develop their web automation software “Net.Commerce” which subsequentlymorphed into their current WebSphere product and founded Financial Database Systems in San Diego, which isstill operating profitably today. Bob maintains an avid and active interest in robotics, high tech devices, subtleenergy and alternative healing. Bob grew up in New York, moved to California permanently in 1975 and enjoysbeing close to his family, sons and grand children. Bob holds a Bachelor’s degree in Computer Science fromColeman College and is a life member of the Association for Certification of Computer Professionals holdingtheir highest designation, Certified Data Processor.

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Cliff Rees - President

Cliff has more than 25 years of experience as an executive and entrepreneur in the telecommunications industry.His expertise is rooted in building new businesses and rapidly growing existing ones. Cliff has held executiveleadership roles with a number of global VoIP providers, including Leading Edge Communications, which offersSIP Trunking solutions. He was the Founder, President and COO of GlobalTouch Telecom, Inc., a switched-based carrier with its own proprietary Voice over Internet technology. He then founded and was CEO of XCastLabs, Inc., a developer of Software as a Service VoIP applications that sells residential, SIP Trunking and hostedIP-PBX services. Cliff also served as President of Convergia, Inc., where he managed all aspects of the businessin implementing a pan- American VoIP network in Canada, U.S., Mexico, Venezuela, Brazil, Peru, Ecuador,Argentina and Chile. With Cliff’s leadership, the company grew from $0 in sales in October 2001 to $4M inDecember, 2002, with a gross profit margin in excess of 30%. He is well known for his work in executivepositions at World Access, Inc., a key player in the bandwidth market. There, he was responsible for dedicatedbandwidth agreements, operating licenses and other strategic relationships with incumbent carriers and newtelecom entrants in key European, Asia-Pacific, African and Latin American markets. He was also responsible forall aspects of North American sales, marketing and operations, which included 400+ employees and an annualrevenue stream of $450 million. During his tenure, World Access closed 8 acquisitions totaling over $1 billion inannual revenue. In addition, Cliff played a critical role in the success of Telegroup, where he spent 10 years asFounder, President and CEO, growing the business from concept to a NASDAQ-listed company with $330million in sales and over 1,000 employees globally. Cliff graduated summa cum laude with a Bachelor of Sciencein biochemistry from Michigan State University, East Lansing, Michigan. He is the recipient of theIowa/Nebraska Telecommunications Entrepreneur of the Year Award, sponsored by Ernst and Young.

Pertti Johansson, Executive Vice President, Global Business Development

In his more than 35 years of leadership experience in the technology field, Pertti has generated billions in sales,leading geographically diverse organizations throughout the U.S., Europe, Asia, Middle East, Africa and LatinAmerica. He has held senior leadership roles at Qualcomm Incorporated and Motorola Corporation, having servedfor more than a decade at the latter. Most recently, Pertti held senior management positions at PowerwaveTechnologies Inc., a global supplier of cellular coverage, where he was responsible for Latin America sales, andMonitise Group, a leading mobile banking services provider, where he oversaw wireless activity to develop newservices, solutions and partnerships. Previously, Pertti served as president, Europe/MEA at Qualcomm. In thisposition, Pertti was the chief executive, strategist and main driver for Qualcomm penetration into the European,Middle East and Africa markets. There he led strategy, business development and operations for the region,overseeing early expansion of Qualcomm’s WCDMA (UMTS) networks. Earlier in his career, Pertti spent morethan 15 years at Motorola Corporation, where he pioneered and led Motorola’s international cellular networksuccess in global strategy, sales, marketing, implementation and operations throughout the world. During the first12 years, he built Motorola’s international cellular network business from 4 customers to 120, growing annualrevenues from 50 million to five billion dollars. He also initiated the company’s cellular business in China,developing strong local partnerships and growing operation to 400 people and revenue to one billion dollars peryear. He also negotiated and sold the first wireless network contracts in Europe, Japan, Southeast Asia, LatinAmerica, Middle East and Africa, as well as lobbied for deregulation and privatization of cellular in India onbehalf of the company. Before Motorola, he spent more than a decade at ITT Corporation, a $40 billionconglomerate, in various engineering, marketing and management positions for fixed line switching and

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transmission solutions. Pertti graduated from the Helsinki Institute of Technology with a Bachelor of Science inelectrical engineering, specializing in telecommunication. He has served on more than a dozen boards of directorsglobally between 1999 and the present, and still maintains his position on four of these boards, including an activeposition on the Africa Broadband Forum, which promotes broadband development in Africa and assists new andestablished operators to gain knowledge about best practices and solutions.

Joe Lawrence – Chief Marketing Officer and Executive Vice President of Business Development

Joe is an acknowledged wireless industry expert with an entrepreneurial spirit. As a 30-year veteran, he isproficient in assessing the challenges of today’s mobile communications industry and in the intricacies of startingnew businesses. At Voxox, Joe leads global marketing, public relations and mobile network operator productdevelopment. Previously, Joe spearheaded Qualcomm’s international consumer product and technologymarketing efforts during its rise to industry dominance. With three operating partners, he directed thecommercialization of DIRECTV in Brazil and 12 other countries in Latin America. Joe is a Certified ProfessionalEngineer, a naval academy and MBA graduate, and a retired U.S. Navy Submarine Captain who served hiscountry for more than 25 years.

Ed Mallory – Vice President of Product Management

Ed brings 15 years of experience in technology, project and operations management from the collegiate,manufacturing and start-up sectors where he has overseen the migration and implementation of EnterpriseResource Planning systems and most recently supervised Voice, Data and CLEC facility migration projects. Ed'soperating and management experience spans the supervision of Voice and Data network operating centers,professional services and sales engineering, CLEC buildout and Voice and Data engineering. Ed has designed anddeployed network infrastructures facilitating the growth and support of an award-winning unifiedcommunications platform. In addition to the current management of NOC and CLEC, Ed leads a team of highlytechnical resources while providing top tier support and operations assistance. Using statistical analysis andcustomer advocacy as a baseline, Ed has driven change from the ground up, directly affecting productdevelopment, process, and service delivery to ensure sustainable, long-term relationships with a growingcustomer base. Ed holds a BA in Communications, from Denison University and, prior to joining Telcentris,served as the Technology Director on the Board of the San Diego Golden Triangle Chamber of Commerce.

Curtis Kaffer – VP Software Development

Curtis brings more than 12 years of experience in software design and architecture, systems architecture and teambuilding to Telcentris. Curtis heads up software development for all of the company’s award-winning productsand services, including Voxox, a free desktop client that unifies all major communications channels into a singleinterface. Previously, Curtis was a private consultant, focusing on telecommunications and enterprise-level systemarchitecture. Curtis designed and built “high availability” software systems for companies ranging in size fromsmall startups to Fortune 500 companies. His experience includes mobile application development, APIarchitecture, largescale public web sites, and automated systems. Curtis also brings business experience, UIdesign expertise, and intimate knowledge of technology consumers. Curtis has a bachelor’s degree in computerscience from the University of Illinois, College of Engineering. At the age of eight, he received his first computerand immediately knew he found his passion. When not developing software, he can usually be found applyinggame theory to various gambling games including pool, poker and blackjack.

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Tristan Barnum – Vice President of Marketing

No stranger to the start-up lifestyle, Tristan co-founded Switchvox in 2003, which was acquired by Digium, theAsterisk Company, in 2007, to serve the rapidly growing SMB market for VoIP phone systems. Prior toSwitchvox, Tristan pioneered the online delivery of digital media at MP3.com, which Vivendi Universal acquired.Her work included the design of new web services, handheld mp3 players, tablets and interactive TV. While atVivendi, she was awarded a patent for a system that provides access to electronic works over a network.

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Voxox announces rebranding of Telcentris

Thursday 27 June 2013 | 21:12 CET | News

Cloud-based rich communication service provider, VoxOx has announced that the company previously known asTelcentris, will now be known as VoxOx. Since its inception in 2006, the Telcentris brand has been closely tied toall of the company's business-to-business products and services, whereas the VoxOx brand has been used topromote the company's desktop and smartphone consumer applications. Now, the VoxOx brand will be used topromote all of its business, wholesale and consumer products and services. The company has been transitioningits branding gradually, having introduced its VoxOx In Business TM division in March 2011 to represent itsbusiness services and familiarize business customers with VoxOx. Now, with a newly restructured website andnew unifying branding, the transition is complete. In light of these changes, the company has redesigned its visualbrand platform and restructured its website. All traffic going to telcentris.com will be redirected to the newlyexpended voxox.com website.

LATEST PRESS RELEASE

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Telcentris, Creator of VoxOx, Appoints CMO and VP of MarketingApril 25, 2013Former Qualcomm executive Joe Lawrence joins as CMO along with digital marketing veteran Tristan Barnum asVP of Marketing for Business Services

VoxOx In Business, Division of Telcentris, Announces New Partner Incentives at Channel PartnersConference & ExpoLAS VEGAS (CHANNEL PARTNERS CONFERENCE & EXPO) and SAN DIEGO – February 27, 2013 –Telcentris Inc., a leader in cloud communications and the creator of VoxOx and VoxOx In Business, todayannounced the company's latest Channel Partner Program incentives and promotions, available now through April30, 2013. The new incentives are being officially introduced at the Channel Partners Conference & Expo in LasVegas, February 27- March 1, 2013.

VoxOx For Operators Program Launches to Empower Service Providers to Go Beyond RichCommunication Services (RCS)BARCELONA (MOBILE WORLD CONGRESS) – February 26, 2013 – Telcentris, Inc., a leader in unifiedcloud communications and the creator of VoxOx and VoxOx In Business, today announced the debut of itsVoxOx For Operators Program aimed at empowering Mobile Network Operators (MNOs) and other serviceproviders to economically deliver the industry's most comprehensive suite of Rich Communication Services(RCS) and Over-The-Top (OTT) cloud applications and features. At the Mobile World Congress App Planetexhibition (Booth 8.1L6), company executives are demonstrating how operators can leverage the company's RCS5.1-compatible, cloud communications solutions to deliver carrier-grade VoIP, video, rich messaging, socialnetwork integration, SMS, fax, and similar functionality to their customers.

VoxOx For Operators Program Empowers Service Providers to Go Beyond Rich Communication ServicesBARCELONA (MOBILE WORLD CONGRESS) –“ February 26, 2013 –“ Telcentris, Inc., a leader in unifiedcloud communications and the creator of VoxOx and VoxOx In Business, today announced the debut of itsVoxOx For Operators Program aimed at empowering Mobile Network Operators (MNOs) and other serviceproviders to economically deliver the industry's most comprehensive suite of Rich Communication Services(RCS) and Over-The-Top (OTT) cloud applications and features. At the Mobile World Congress App Planetexhibition (Booth 8.1L6), company executives are demonstrating how operators can leverage the company's RCS5.1-compatible, cloud communications solutions to deliver carrier-grade VoIP, video, rich messaging, socialnetwork integration, SMS, fax, and similar functionality to their customers.

MEDIA ALERT: VoxOx Executives to Showcase New Suite of Apps for Operators at Mobile WorldCongressBARCELONA (MOBILE WORLD CONGRESS)Telcentris, Inc., a leader in unified cloud communications andthe creator of VoxOx and VoxOx In Business, today announced its participation in Mobile World Congress,where the company's executive team will attend, exhibit and demonstrate new solutions specifically designed to

KEY HISTORICAL DEVELOPMENTS

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help mobile operators and other communication service providers neutralize the threat of Over-The-Top (OTT)applications and generate additional revenue.

Zultys and Telcentris Certify Interoperability of MX Series IP Phone Systems and VoxOx In BusinessSolution SuiteSUNNYVALE, CA - February 5, 2013 - Zultys, a premier provider of innovative unified communicationssolutions that empower businesses to collaborate effectively, and Telcentris Inc., a leader in cloudcommunications and the creator of VoxOx and VoxOx In Business, today has announced the certification of itsSIP Trunking solution for Zultys IP Phone Systems.

Developers of VoxOx Add $5.3 Million in Funding as Part of First Institutional RoundSAN DIEGO – January 17, 2013 – Telcentris Inc., a leader in cloud communications and the creator of VoxOxand VoxOx In Business, announced today that the company has raised $5.3 million in additional funding fromnew investor SBD Global Fund in order to support company's global growth initiatives. This funding stems fromTelcentris' agreement with boutique investment banking advisory firm, Pepperwood Partners, LLC, in whichPepperwood is assisting the company in securing as much as $40 million in financing. Telcentris will leverage thefunds to support the global growth of its flagship consumer offering VoxOx, the first free consumer service thatunifies all key communication channels in a single user interface, and its VoxOx In Business solution suite, whichprovides unified communications solutions to Small and Medium-sized Business (SMB) and enterprise clients.The funding will also serve to advance the company's overarching technology development initiatives andacquisition of intellectual property.

Developers of VoxOx Add $5.3 Million in Funding as Part of First Institutional RoundJanuary 18, 2013SAN DIEGO – January 17, 2013 – Telcentris Inc., a leader in cloud communications and the creator of VoxOxand VoxOx In Business announced today that the company has raised $5.3 million in additional funding fromnew investor SBD Global Fund in order to support company's global growth initiatives. This funding stems fromTelcentris' agreement with boutique investment banking advisory firm, Pepperwood Partners, LLC, in whichPepperwood is assisting the company in securing as much as $40 million in financing. Telcentris will leverage thefunds to support the global growth of its flagship consumer offering VoxOx, the first free consumer service thatunifies all key communication channels in a single user interface, and its VoxOx In Business solution suite, whichprovides unified communications solutions to Small and Medium-sized Business (SMB) and enterprise clients.The funding will also serve to advance the company's overarching technology development initiatives andacquisition of intellectual property.

New Release of VoxOx Call for iPhone Offers High Quality VoIP Calls Even with Very Limited InternetSpeedsSAN DIEGO – January 7, 2013 – VoxOx, the first and only free consumer service that unifies all keycommunication channels voice, text, chat, video, social media, email, fax and content sharing into a single userinterface, today announced a major update to its free mobile app, VoxOx Call for iPhone. The new mobile apprelease provides iPhone users with the option to make high quality VoIP calls over 3G, 4G, LTE, and Wi-Finetworks, as well as an option to use the app's original callback feature, VoxOx Call Connect, when the dataconnection is poor or inconsistent to make calls worldwide. The new version of the app also comes with a variety

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of performance and usability enhancements related to quality of its telephony features, app design and userexperience.

Telcentris, Creator of VoxOx, Undergoes Dramatic Growth with Local and Global ExpansionApril 25, 2013SAN DIEGO – April 25, 2013 – Telcentris Inc., a leader in cloud communications and creator of VoxOx, VoxOxIn Business and VoxOx For Operators, today announced that the company has expanded its operations in SanDiego, as well as internationally. Telcentris has recently experienced dramatic growth after generating two and ahalf times its revenues in 2012 as compared to 2011 and receiving $5.3 million in institutional funding. In the firstquarter of this year, the company has nearly doubled its staff since December 2012, and is expected to continue itsexpansion in the coming months. Telcentris is currently seeking new talent in IT, customer support, softwaredevelopment, core network engineering, channel sales and more.

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The Cohen Price Target TM is derived using a combination of academic and market-based valuation approaches.The following four equal weighted (25%) components used in calculating our target price, include the assumptionof capital raised:

1. The first 25% equal weighted component: is the market multiple based valuation methodology. Thismethod uses the industry average 2011E Price-to-Earnings ratio to calculate the potential stock price(and/or price to Book if an asset based Company). We take the average Price-to-Earnings multiple of agiven industry. This means that, on an average, stocks in this industry should currently trade at a multipletimes their 2011 expected earnings. These earnings are usually only generated by a small Companyraising cash to meet its master budget. The index, therefore, reflects capital invested in any micro/smallcap Company.

2. The second 25% equal weighted component: Cohen Capital Employed based valuation. Most start-up andmicro/small cap companies require significant capital to meet our projections. Our Cohen Price TargetTM

reflects the Company’s ability to raise additional capital. Based on our capital projection and long-termprice target from our Cohen DCFTM valuation model, we derive a Price-to-Capital Employed ratio. Wethen multiply this ratio with our capital employed per share assumption to derive this target price.

3. Our third 25% equal weighted component is our use of the Cohen Price Performance IndexTM, whichcalculates the average price increase of all the stocks covered by Grass Roots Research and DistributionInc. and Cohen Research after their release. Currently, for the period ending December 8, 2012 the CohenPrice Performance IndexTM is up by 82.5%, meaning that we expect the stock to follow the same trendand rise by 82.5%. To date, since May 2009, 96.2% of all of our stocks post report release have tradedabove the price of our initiate coverage report within 20 days. The Index assumes that all of itscompanies had capital employed in each Company.

4. Our fourth 25% equal weighted component is our Cohen Discounted Cash Flow (DCF) method ofvaluation. Our Cohen DCFTM valuation includes a complex trademarked formula proprietary to our firm,which includes an assumed long-term sustainable growth rate, cost of capital and assumed capitalinvested in a given Company. Our DCF price target values a Company today, based on projections ofhow much future cash will be generated from a given Company. We assume that a Company is worth allof the cash it can make available to investors in the future. It is called 'discounted' cash flow because cashin the future is worth less than cash today, and therefore must be discounted to today. We forecastvarious line items including assuming a given amount of capital is raised, to calculate the free cash flowwe project a Company to generate during our 5 year forecasted time period. If a Company does not raiseour estimated cash requirements, it is highly unlikely to reach our forecasts and can go out of business.After using a formula to discount free cash flow, we divide the total forecasted equity of the Company bythe shares of stock outstanding to calculate our Cohen DCFTM valuation, or theoretical price per sharetarget. We believe the Cohen DCFTM formula is a more accurate measurement of operating cash than thetraditional DCF used by most Wall Street research analysts. A DCF, or 5 year forecasted free cash flowprojection, cannot be calculated without forecasting the three statements (IS,BS,CF) for 5 years. We are

THE COHEN PRICE TARGETTM

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the only firm in the investor awareness industry that forecasts all of our companies for 5 years in threeassumed cases. We believe this in depth level of securities analysis is a must for all of our companies,and is a foundation of the Cohen Research MethodTM.

Capital raising and cash are the life blood of any micro-cap/small Company. Our Cohen Price TargetTM includes4 components, 25% equal weighted, that together reflect capital is raised in our client companies. Ourcomponents are trademarked and proprietary to our firm, as is the Cohen Performance IndexTM.

Most micro/small cap companies have difficulty raising sufficient funds to reach our theoretical forecasts; hencethere is considerable risk for any investor. While we do not give investment advice, any Company that cannotraise adequate capital to finance its business model is a highly risky investment, short term or longterm. Investment awareness campaigns also affect our price targets. Do not rely on our price targets because theyare based on academic theory. Do your own research or consult with your investment professional.

Price TargetsPrice targets can be heavily influenced by investor awareness campaigns. In general, we observe the more moneyspent on such campaigns, the greater the probability for short term price increases post report release. Our pricetargets assume capital raising and forecast 5 year Income Statement, Balance Sheet and Cash Flow statements. Ina perfect world, these assumptions may be realized. We do not give investment advice. However, in thepractical/real world, it is very difficult for a small Company to reach our theoretical 5 year projections. We arenot aware of any research firm that forecasts the three statements (IS, BS, CF) in 3 cases for 5 years. We believeour price targets are unique to the body of knowledge in the field of securities analysis.

Note: How we calculate our Price TargetsWe further explain our Cohen DCF, which is an important 25% component of The Cohen Price Target. TheCohen Discounted Cash Flow Analysis (DCF) creates a price target and values a Company today, based onprojections of how much future cash will be generated from a Company. Our DCF analysis assumes that aCompany is worth all of the cash that it can make available to investors in the future. It is called "discounted" cashflow because cash in the future is worth less than cash today, and therefore must be discounted to today. Weforecast various line items including assuming capital is raised, to calculate the free cash flow we expect aCompany to generate during our 5 year forecasted time period. After using a formula to discount free cash flow,we divide the total forecasted equity of the Company by the shares of stock outstanding to calculate our CohenDCF (Discounted Cash Flow) valuation, or theoretical price per share target. We believe our Cohen DCF is amore accurate method of calculating operating cash. We forecast three assumed price targets because companieschange during 5 years, Base Case, Optimistic Case, and Pessimistic Case.

Note: What is our formula used to calculate our DCF, the Cohen Price Target?Some line items include free cash flow to the firm, the weighted average cost of capital, assumption of capitalraised and capital spent, and the total enterprise value of the business less its debt, total equity value, total sharesoutstanding, and our projected price per share. A DCF cannot be academically calculated without projecting the 5year cash flow statement.

Risks of the Cohen Price Target

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Our Price Targets assume capital will be raised in our four components, or 100% of the Cohen Price Target. Themajority of micro-cap/small cap companies need capital to reach our 5 year sales and cash flow projections. Inthe academic world, The Gordon Growth Model justifies an analyst's decision to forecast for 5 years. Weforecast the three statements for 5 years in 3 cases. However, in the practical/real world, buying a micro-capstock based on 5 year forecasting is highly risky.

If smaller companies are able to raise capital, our theoretical price targets in a perfect world might be justified,providing the Company executes on its business model. If an investor believes that a given Company cannot raisethe necessary capital to reach our projections, then any investment becomes highly risky.

The investor should consider all of the possibilities of any given Company being able to raise capital and executeover 5 years. Few micro to small cap companies are able to raise enough capital and execute over an extendedperiod of time, primarily due to competition, management competence, access to capital and continued executionof their master plan, agenda and budget. Our price targets are academic theory and should not be relied upon.Investors should do their own research and consult with their financial consultants.

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Income Statement – Base Caseall figures in $ million 2012 2013F 2014F 2015F 2016F 2017F 2018F 2019FRevenues 5.66 11.26 152.05 456.15 684.23 821.07 944.23 1,038.66Total Cost of Goods Sold 3.75 7.69 94.42 217.13 332.53 399.04 458.90 504.79Gross Profit 1.91 3.57 57.63 239.02 351.69 422.03 485.34 533.87

ExpensesSelling, General and Admin Expenses 6.49 13.91 27.81 55.63 97.35 116.82 134.34 147.78Total Expenses 6.49 13.91 27.81 55.63 97.35 116.82 134.34 147.78

Operating Profit/ EBITDA (4.58) (10.34) 29.81 183.40 254.34 305.21 350.99 386.09Depreciation and Amortization 0.12 0.18 0.47 0.60 0.64 0.89 1.14 1.40Earnings Before Interest and Tax (4.70) (10.52) 29.34 182.79 253.71 304.32 349.85 384.69Interest Expense, Net 0.04 0.12 0.11 0.11 0.11 0.11 0.11 0.11Other Income (Exp) - - - - - - - -Profit Before Tax (4.74) (10.64) 29.23 182.68 253.60 304.21 349.74 384.58Taxation Expenses (Recovery) - - 12.86 80.38 111.58 133.85 153.88 169.22Net Profit/Loss for the period (4.74) (10.64) 16.37 102.30 142.01 170.36 195.85 215.37Shares Outstanding - Basic 39.0 64.4 64.4 64.4 64.4 64.4 64.4 64.4Shares Outstanding - Diluted 39.0 64.4 64.4 64.4 64.4 64.4 64.4 64.4EPS - Basic (0.12) (0.17) 0.25 1.59 2.20 2.64 3.04 3.34EPS - Diluted (0.12) (0.17) 0.25 1.59 2.20 2.64 3.04 3.34

FINANCIAL EXHIBITS

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Balance Sheet – Base Caseall figures in $ million 2012 2013F 2014F 2015F 2016F 2017F 2018F 2019FASSETSCash and Cash Equivalents 3.79 57.12 43.62 89.26 177.93 304.20 457.23 632.11Accounts Receivable 0.69 0.66 15.21 45.62 68.42 82.11 94.42 103.87Deposits and other prepaid expenses 0.43 - - - - - - -Other Current Assets 0.03 - - - - - - -Total Current Assets 4.94 57.78 58.82 134.88 246.35 386.31 551.65 735.98Property, Plant and Equipment, Gross 0.94 1.71 12.30 37.30 62.30 87.30 112.30 137.30Accumulated Depreciation 0.53 0.72 1.19 1.79 2.43 3.32 4.46 5.86Property, Plant and Equipment, Net 0.41 0.99 11.12 35.51 59.88 83.99 107.84 131.44Acquisition Investment - - 10.00 20.00 30.00 40.00 50.00 60.00Other Assets - - - - - - - -Total Assets 5.34 58.77 79.94 190.39 336.23 510.30 709.50 927.42

LIABILITIESAccounts Payable & Liabilities 0.44 0.98 6.11 13.64 16.63 19.95 22.94 25.24Other Short term Liabilities 0.38 0.63 0.49 1.11 1.95 2.34 2.69 2.96Current Portion of Debt Instruments 0.21 0.20 - - - - - -Total Current Liabilities 1.03 1.80 6.60 14.75 18.57 22.29 25.63 28.19Notes Payable 3.96 3.76 3.76 3.76 3.76 3.76 3.76 3.76Total Liabilities 4.99 5.56 10.36 18.51 22.33 26.05 29.39 31.95Common Stock 0.00 0.01 0.01 0.01 0.01 0.01 0.01 0.01Additional Capital 29.01 92.50 92.50 92.50 92.50 92.50 92.50 92.50Retained Earnings (28.66) (39.30) (22.93) 79.37 221.39 391.74 587.60 802.96Total Shareholders Equity 0.35 53.21 69.58 171.88 313.90 484.25 680.11 895.47Total Liabilities and Equity 5.34 58.78 79.94 190.39 336.23 510.30 709.50 927.43

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Cash Flow Statement – Base Caseall figures in $ million 2012 2013F 2014F 2015F 2016F 2017F 2018F 2019FOperating ActivityNet Income (10.64) 16.37 102.30 142.01 170.36 195.85 215.37Adjustments to Reconcile Cash FlowsDepreciation and Amortization 0.18 0.47 0.60 0.64 0.89 1.14 1.40Other Adjustments - - - - - - -Changes in operating assets and liabilities:Accounts receivable 0.03 (14.54) (30.41) (22.81) (13.68) (12.32) (9.44)Deposits and Other assets 0.43 - - - - - -Inventories 0.03 - - - - - -Accounts payable 0.55 5.13 7.53 2.99 3.33 2.99 2.29Accrued liabilities 0.24 (0.14) 0.63 0.83 0.39 0.35 0.27Other liabilities (0.02) (0.20) - - - - -Change in Working Capital 1.25 (9.75) (22.26) (18.98) (9.97) (8.97) (6.88)Cash Flow from Operating Activities (9.20) 7.09 80.65 123.66 161.28 188.02 209.89

Investing ActivityExpenditures for property, plant and equipment (0.77) (10.59) (25.00) (25.00) (25.00) (25.00) (25.00)Other Long-term assets - (10.00) (10.00) (10.00) (10.00) (10.00) (10.00)Cash Flow from Investing Activities (0.77) (20.59) (35.00) (35.00) (35.00) (35.00) (35.00)

Financing ActivityProceeds from or repayment of debt (0.20) - - - - - -Proceeds from issuance of common stock 63.50 - - - - - -Cash Flow from Financing Activities 63.30 - - - - - -

Effect of Foreign Exchange - - - - - - -

Net Change in Cash 53.33 (13.50) 45.65 88.66 126.28 153.02 174.89Opening Cash Balance 3.79 57.12 43.62 89.26 177.93 304.20 457.23Ending Cash Balance 3.79 57.12 43.62 89.26 177.93 304.20 457.23 632.11

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Cohen Research and Grass Roots Research Current Rating Distribution

Meaning of Ratings

Speculative BuyThe Company may be a short-term trade or a long term investment provided it raises adequate capital to reach ourtheoretical price targets. Our price targets are academic theory and should not be relied on. All equities,especially micro cap stocks have significant downside risk, high volatility and can continue to trade at a discountto its market.

NeutralNo recommendation; for information only.

SellOur analyst’s view is that the Company is significantly overvalued based on its current status. The future of theCompany's operations may be questionable. There is a very high level of investment risk relative to reward.

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Disclaimer

Short Grass Roots Research and Distribution, Inc. Disclaimer

Grass Roots Research and Distribution, Inc. (GRRD) is an Investor Relations firm hired by companies and third parties to provide Investor Awarenessservices. This disclaimer is to be read and understood before using Information. GRRD distributes research and other Information purchased and compiledfrom outside sources and analysts. This report/release/advertisement is hereinafter defined as a commercial advertisement and is for general Informationpurposes only. Do not base any investment decision or rely on Information in this commercial advertisement including financial projections, price targetswhich are academic theory, buy/sell and trading recommendations and forecasted business prospects. Never invest in any stock or commercial advertisementfeatured, distributed, posted, written and/or edited by GRRD or a third party on web sites, emails, newsletters, or other media unless you can afford to loseyour entire investment. All Information should be validated by the issuing Company. This publication is not provided to any particular individual with aview toward their investment circumstances. GRRD does not give investment advice and is not a registered Investment Advisor or a member of anyassociation for other research providers. Under no circumstances is this commercial advertisement to be used or considered as an offer to sell or asolicitation of any offer to buy any security or other debt instruments, or any options, futures or other derivatives related to such securities herein. Byaccessing, viewing or using our website, commercial advertisements or communications, you agree that you alone bear complete responsibility for your owninvestment research, due diligence and investment decisions. The majority of these profiled companies are highly risky OTC Bulletin Board or Pink Sheetcompanies.

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GRRD assumes no liability for any short term or long term investment decision by any investor of our recommended stocks or any third party’s use ofGRRD research materials. The reader of the Information hereby indemnifies GRRD from any liability for any claimed direct, indirect, incidental, punitive,or consequential damages pertaining to the disseminated Information. The reader acknowledges that GRRD will not be liable to any person or entity for thequality, accuracy, completeness, reliability or timeliness of Information in this commercial advertisement, or for any direct, indirect, consequential,incidental, special or punitive damages that may arise out of the use of Information, products or services from any person or entity including but not limitedto lost profits, loss of opportunities, trading losses, and damages that may result from any incompleteness or inaccuracy in any of GRRD’s profiledcompanies or third party research of the disseminated Information. GRRD does not undertake any responsibility or liability whatsoever for any forwardlooking statements or any legal obligation whatsoever for updating the Information.

Quality of Information

GRRD outside analysts rely on Information from the issuing companies. This Information is provided to GRRD’s analysts for writing their commercialadvertisements. This Information may include SEC filings, public available Information and other Information provided to them by the issuing companies.(a) This Information may or may not be accurate or truthful. GRRD and its analysts have no access to this Information beyond an issuing Company’sproviding such Information to GRRD analysts. (b) GRRD does not independently verify or assert the truthfulness, completeness, accuracy or reliability ofthe Information. (c) Because the Information is presented on an “as is” basis, your use of the Information is at your own risk. (d) GRRD disclaims, expresslyand impliedly, all warranties of any kind, including those of merchantability and fitness for a particular purpose or whether the Information is accurate orreliable or free of errors. (e) Statements contained in the Information that are not historical facts are forward looking statements that involve risks anduncertainties as indicated by words such as ‘believes’, ‘expects’, ‘estimates’, ‘may’, ‘will’, ‘should’ or ‘anticipates’ or similar expressions. These forwardlooking statements may materially differ from the Issuer’s presentation of Information to GRRD analysts, and actual operational and financial results or itsactual achievements, claimed or otherwise. (f) Reading our commercial advertisements alone (including other reasons cited herein) should never be used asthe sole basis for making an investment decision. We urge you to use the Information (if you find such Information to be useful) only as a starting point foryour further investigation and research. Consult with your investment or financial adviser, attorney or other counselor as to the advisability of taking anyactions including buying or the selling of securities. Do your own research.

Corporate and Promotional Firm’s Activities

GRRD disclaims and is not a part of or connected to any ‘third party’ (defined as a corporation, shareholder, outside entity, Investor Relations, PublicRelations, Promotional Firm or Investor Awareness firm) or associated with their methods of operation, distribution, programs and use of GRRD’s researchmaterials. (a) GRRD may act as an independent non-affiliated subcontracting vendor of research materials to certain third party corporations, shareholders,investor awareness, IR and PR firms. (b) All subcontracted GRRD vended research materials become assets of a paying third party client to use at theirchoice, and do not represent in any way GRRD’s endorsement or participation in any third party’s corporation, shareholder, IR, PR or investment awarenessprograms. (c) GRRD is not a part of or connected to any and all potentially illegal corporate, third party, shareholder, promotional firms, IR, PR firms,outside communications of all types, including outside trading activities. (d) GRRD has no knowledge or inside Information or participation in any illegalactivities, including illegal trading, of any of its profiled companies or third party clients. (e) GRRD and its outside sources have no firsthand knowledge ofany profiled Company or third party, corporation, shareholder, IR, PR and investment awareness firm’s capabilities, intent, resources, financing, operations,politics, inner workings, plans, management competence and decisions, internal corporate and third party goals, ethical standards, or their ability to reachtheir corporate or third party goals.

General Information

GRRD advises recipients of all such data to be validated from the issuing Company including all statistical Information derived from SEC filings, from datasources or financial Information and data from the issuing Company contained herein. The reader should seek professional financial advice, verify all claimsand do his/her own research and due diligence before investing in any securities mentioned. When paid in stock, Readers are advised to review SECperiodic reports, Section 27A of the Securities Act of 1993 and Section 21E of the Securities Exchange Act of 1934 includes statements and cautionregarding expected continual growth of a profiled Company and the value of its securities, Forms 10-Q, 10K, Form 8-K, insider reports, Forms 3, 4, 5Schedule 13D, www.sec.gov.nasd.com, www.pinksheets.com, www.sec.gov and www.finra.com. GRRD is compliant with the Can Spam Act of 2003.

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Investing in micro cap and small cap securities is speculative and carries a high degree of risk. Investors can lose their entire investment. Future prospectsmay not be realized. Do your own research.

The Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides investors a 'safe harbor' in regard to forward-looking statements. GRRD cautions all investorsthat such forward-looking statements in this commercial advertisement are not guarantees of future performance. Investors should understand thatstatements regarding future prospects may not be realized. This commercial advertisement does not have regard to the specific investment objective,financial situation, suitability, and the particular need of any specific person who may receive this commercial advertisement. Investors should note thatincome from such securities, if any, may fluctuate and that each security's price or value may rise or fall substantially. Accordingly, investors may receiveback less than originally invested, or lose their entire investment. Past performance is not indicative of future performance. Please click to:www.grassrootsrd.com to read the full text of this disclaimer.

Compensation and Trading

Because we receive compensation for GRRD’s dissemination of the Information, our publicly disseminated publications and subcontracted third partyvended research should not be regarded as independent. GRRD is sometimes paid for commercial advertisements and distribution in cash, stock, Rule 144stock, warrants, options or other securities in lieu of or in addition to GRRD's stated compensation schedule. This compensation and ownership of securitiesof a client’s common stock constitutes a conflict of interest as to our ability to remain objective in our communication regarding our profiled companies.GRRD its affiliates, directors, officers, outside sources, investor awareness groups and employees may liquidate shares at any time, before, during or after acommercial advertisement release, or hold for investment purposes. GRRD, its affiliates, directors, officers, employees, and independent contractors mayalso trade non client profiled companies for their personal accounts, relative’s accounts, corporate or other accounts not related to GRRD. Such marketactivity can be contrary to an investor’s interests. The Company has paid 40,000 shares of Telcentris stock and $2,000 of cash in compensation for thiscommercial advertisement. This document shall not be copied or reproduced in any form without the expressed written and authorized consent of GRRD.Copyright: Grass Roots Research and Distribution Inc. and D. Paul Cohen

Full Grass Roots Research and Distribution, Inc. Disclaimer

Grass Roots Research and Distribution, Inc. (GRRD) is an Investor Relations firm hired by certain companies and third parties to provide InvestorAwareness services to micro cap, small cap companies and other private and public companies. Readers of our Information are hereinafter referred to as‘Reader’ or ‘Readers’. This disclaimer is to be read and understood before using Information. By using or viewing any Information, you agree that youhave read this disclaimer in full, understand it and proceed to use or view Information in agreement that you alone bear complete responsibility for your owninvestment research, investment decisions and due diligence. Cohen Independent Research Group, Inc. and Grass Roots Research and Distribution, Inc. useidentical interchangeable disclaimers.

General Information

Do not base any investment decision on Information in this report/release/advertisement, hereinafter referred to as a commercial advertisement; includingfinancial projections, price targets, buy/sell and trading recommendations and forecasted business prospects. This publication is not provided to anyparticular individual with a view toward their investment circumstances. GRRD is hereinafter collectively referred to as GRRD, “we” or “us” or “our”.When the words ‘research’, ‘research report’ and ‘report’ are used on our website and in our reports, these words mean commercial advertisements. Thewords “third party” are collectively defined as private and public corporations, IR, PR, investor awareness firms, third party shareholders and other outsideentities not affiliated with GRRD. Investor Awareness programs are designed to help companies communicate their investment characteristics GRRD doesnot give investment advice and is not a registered Investment Advisor or a member of any association for other research providers. GRRD distributescommercial advertisements and other Information and are for general Information purposes only.

Distribution Sources

Never invest in any stock featured, distributed, posted, written and/or edited by GRRD or a third party, on GRRD or third party Web Sites, Emails /Newsletters, Social Media posts or Social Media profiles or Social Media networks including Facebook Status / Posts / Updates, Twitter Tweets / Posts /Updates or any other Social Media based source, Blog Postings, YouTube or other Video Content, Corporate Profiles, Research Reports, Analyst Reports,PowerPoint Presentations, Corporate Videos, CEO Video Interviews, Press Releases, Banners, Google / Yahoo/ Bing or other Search Engine Advertising orListings, Images, and/or Web-Based Discussion Board Postings or any other Information, Electronic Content and Written Content (Collectively referredhereafter as “Information”), unless you can afford to lose your entire investment. GRRD electronically disseminates the Information on its Websites, innewsletters, featured reports and spam compliant email communications pertaining to Profiled Companies’ (the “Issuer” or “Issuers” or “Profiled Company”or “Profiled Companies”), the securities of which are most frequently common stock shares quoted on the Over the Counter Bulletin Board (“OTCBB”) orPink Sheets (the “Securities”).

Information, Electronic or Written

All Information herein is not intended to be used for investment advice. Under no circumstances is this commercial advertisement to be used or consideredas an offer to sell or a solicitation of any offer to buy any security or other debt instruments, or any options, futures or other derivatives related to suchsecurities herein. GRRD electronically disseminates the Information on its websites, commercial advertisements, in newsletters and email communicationspertaining to issuers of securities (the "Issuer" or "Issuers" or "Profiled Company" or "Profiled Companies"). A Profiled Company's securities are mostfrequently quoted on the Over the Counter Bulletin Board ("OTCBB") or the Pink Sheets. Certain Pink Sheet stocks may or may not have audited financialstatements. GRRD and its data vendors do not warranty that such SEC filing data, or any third party information or distribution of GRRD research and other

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compiled data is accurate. GRRD advises recipients of all such data to be validated by the issuing Company including all statistical Information derived fromSEC filings, from data sources or financial Information and data from the issuing Company contained herein. The Information is forecasted in commercialadvertisements and is primarily based on publicly available Information, such as quarterly (sometimes with un-audited financial statements) and annualreports (with audited financial statements) filed with the Securities and Exchange Commission ("SEC"), quarterly and annual audited and/or un-auditedfinancial reports and Information and Disclosure Statements filed with Pink Sheets, the Issuer's website and Information obtained through contractedresearch analysts, search engines such as Yahoo Finance, Market Watch and Business Wire. GRRD does not endorse, independently verify or assert thetruthfulness, validity, accuracy, completeness, or reliability of the Information disseminated by an issuing Company used in any GRRD commercialadvertisement.

Release of Liability

GRRD assumes no liability for any short term or long term investment decision by any investor of our recommended stocks or any third party’s use ofGRRD research materials. The reader of the Information hereby indemnifies GRRD from any liability for any claimed direct, indirect, incidental, punitive,or consequential damages pertaining to the disseminated Information. The reader acknowledges that GRRD will not be liable to any person or entity for thequality, accuracy, completeness, reliability or timeliness of Information in this commercial advertisement, or for any direct, indirect, consequential,incidental, special or punitive damages that may arise out of the use of Information, products or services from any person or entity including but not limitedto lost profits, loss of opportunities, trading losses, and damages that may result from any incompleteness or inaccuracy in any of GRRD’s profiledcompanies of the disseminated Information. GRRD does not undertake any responsibility whatsoever for updating the Information contained in its priorpublications. GRRD analysts rely on information provided to them by issuing companies. This information may or may not be accurate or truthful. GRRDand its analysts are limited in validating, quantifying and researching such distributed information. GRRD does not undertake any responsibility or liabilitywhatsoever for any forward looking statements or any legal obligation whatsoever for updating the Information.

Quality of Information

GRRD outside analysts rely on Information from the issuing companies. This Information is provided to GRRD’s analysts for writing their commercialadvertisements. This Information may include SEC filings, public available Information and other Information provided to them by the issuing companies.(a) This Information may or may not be accurate or truthful. GRRD and its analysts have no access to this Information beyond an issuing Company’sproviding such Information to GRRD analysts. (b) GRRD does not independently verify or assert the truthfulness, completeness, accuracy or reliability ofthe Information. (c) Because the Information is presented on an “as is” basis, your use of the Information is at your own risk. (d) GRRD disclaims, expresslyand impliedly, all warranties of any kind, including those of merchantability and fitness for a particular purpose or whether the Information is accurate orreliable or free of errors. (e) Statements contained in the Information that are not historical facts are forward looking statements that involve risks anduncertainties as indicated by words such as ‘believes’, ‘expects’, ‘estimates’, ‘may’, ‘will’, ‘should’ or ‘anticipates’ or similar expressions. These forwardlooking statements may materially differ from the Issuer’s presentation of Information to GRRD analysts, and actual operational and financial results or itsactual achievements, claimed or otherwise. (f) Reading our commercial advertisements alone (including other reasons cited herein) should never be used asthe sole basis for making an investment decision. We urge you to use the Information (if you find such Information to be useful) only as a starting point foryour further investigation and research. Consult with your investment or financial adviser, attorney or other counselor as to the advisability of taking anyactions including buying or the selling of securities. Do your own research.

Corporate, Third Party and Promotional Firm’s Activities

GRRD disclaims and is not a part of or connected to any corporation or third party IR, PR or investor awareness firm’s methods of operation, distribution,programs, inner workings and use of GRRD’s research materials. (a) GRRD may act as an independent non-affiliated subcontracting vendor of researchmaterials to certain third parties. (b) All GRRD subcontracted vended research materials become assets of a paying third party client to use at their choice,and do not represent in any way GRRD’s endorsement or participation in any third party’s programs. GRRD is not a part of, connected to or responsible forany content, associated links, resources, or services associated with any third party website or means of communication. (c) GRRD is not a part of orconnected to any and all potentially illegal corporate, third party outside communications of all types, including outside trading activities. (d) GRRD has noknowledge or inside Information or participation in any illegal activities, including illegal trading, of any of its profiled companies or third party clients. (e)Such activities might include: causes of potential bankruptcy, fraud, fraudulent and false dissemination of Information and other dissemination ofInformation, insider trading, corporate and third party non-disclosure, illegal trading, trading manipulation, other legal issues and regulatory violations. (f)Certain content in our releases or website may be written, edited and published by our clients or third parties. Our releases and website may contain thesymbols of companies and/or news feeds about companies that are not being profiled by us but refer to certain activity in the micro cap or penny stockmarket that we have profiled or are currently highlighting. Readers are advised that all reports and news feeds are issued solely for informational purposes.(g) Our profiled companies on our website may not have approved certain or any statements within the website or research reports. (h) This release mayprovide hyperlinks to third party websites or access to third party content for which we are not responsible. (i) By accessing, viewing, or using our website,release or communications originating from this commercial advertisement, you agree that you alone are entirely responsible for your investmentdecision(s). (j) GRRD and its outside sources have no firsthand knowledge of any profiled Company or third party’s capabilities, intent, resources, financing,operations, politics, inner workings, plans, management competence and decisions, internal corporate and third party goals, legal compliance, historicalactivities, ethical standards, or their ability to reach their corporate or third party goals.

Reader’s Due Diligence and Regulatory Sources

The Information should only be used, at most, and if at all, as a starting point for Readers to conduct a thorough investigation of the Profiled Company andits securities, to consult with their financial, legal or other advisor(s) and avail themselves of filings and Information that may be accessed at www.sec.gov .or www.picksheets.com or other electronic medium, including: (a) Reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events(Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) Reviewing Information and Disclosure Statements and unaudited financial reports filedwith the Pink Sheets; (c) Obtaining and reviewing publicly available Information contained in commonly known search engines such as Google; and (e)Investment guides at www.sec.gov and www.finra.com pertaining to the risks of investing in penny stocks. The SEC has published an investor-focused

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website to help your due diligence and protect you against fraud at www.investor.gov. FINRA has published information on its website outlining how toinvest carefully at www.Finra.org/investors/index.htm.

Readers Risks

You agree that you alone, Readers of our commercial advertisements and users of our website must evaluate and bear all the risks associated with theInformation, including reliance on its accuracy, completeness or usefulness. In all instances, the Reader should conduct further inquiry into the ProfiledCompany and its securities. The Profiled Companies are subject to possible risks, including but not limited to: (a) The Information pertains to penny stocksthat are subject to the SEC’s penny stock rules and commonly involve a high degree of risk that may result in the loss of some or all of an investment in theProfiled Company’s securities; (b) The Issuer’s penny stock may be thinly traded, which may lead to difficulties of selling its securities; (c) The SECreporting issuer may be delinquent (not current) in its periodic reporting obligations (i.e., in its quarterly and annual reports) or the Pink Sheet quotedCompany may be delinquent in its Pink Sheet reporting obligations as indicated by Pink Sheets New Service’s posting a negative “sign” pertaining to theIssuer at www.pinksheets.com , as follows: (i) “Limited Information” for companies with financial reporting problems, economic distress, or that areunwilling to file required reports with the Pink Sheets; (ii) “Pink Sheets – No Information”, which indicates companies that are unable or unwilling toprovide disclosure to the public markets, to the SEC or the Pink Sheets; and (iii) “Caveat Emptor”, signifying “Buyer Beware” that there is a public interestconcern associated with a Company’s illegal spam campaign, questionable stock promotion, known investigation of a Company’s fraudulent or allegedfraudulent activities or its insiders, regulatory suspensions or disruptive corporate actions;

Risks of Small Companies

(d) If the Issuer is a development stage Company with little or no operations, the securities should be considered extremely speculative for investmentpurposes; (e) Many companies that have their securities quoted on the OTCBB or Pink Sheets (as well as Exchange listed companies) have been negativelyaffected by the economic downturn, the general economy and the lack of adequate financing to meet their operational goals or expansion plans; (f) Many ofthe energy related and other Profiled Companies are subject to increasing environmental and other governmental regulations, which subjects them tosignificant costs and possible fines and liabilities for failure to comply with applicable state and federal statutes; (g) The future success of many OTCBB andPink Sheet quoted Issuers is dependent upon receiving adequate financing or raising sufficient capital, which they may be unable to obtain;

Conflict of Interests Risks

(h) There is an inherent and actual conflict of interest that exists between our Readers’ interests and GRRD’s interests because GRRD’s owners may(i)Receive the Shares as compensation for disseminating the Information and thereafter sell those Shares at before, during or after a commercial advertisementrelease, or at any time for monetary gain, and (ii) Buys and sells the Profiled Company’s shares in the open market shortly before, during or after thedissemination of the Information or at any time; (i) We do not receive any direct verification from the Issuer regarding the Information; (j) A third partyshareholder may have a potential or actual conflict of interest in paying GRRD for the dissemination of the publication while still holding the Issuer’s sharesof common stock that he or she may sell after the third party shareholder has paid GRRD with his or her shares;

Stock Comparison Risks

(k) The comparisons we provide in our Featured Reports under “Similar Companies in Sector” should not be interpreted in any shape, form or mannerwhatsoever as an indication of the Issuer’s future stock price or future financial performance since, among other reasons, such “comparison” companies maybe listed on Exchanges (i.e., the New York Stock Exchange, NASDAQ, American Stock Exchange) and trade at stock prices that may be thousands ofpercent higher than the companies we profile; and (l) Readers may encounter difficulties determining what Information contained in our publications ismaterial or non-material making it all the more imperative that they conduct further investigation of the Profiled Company and its securities; and

Other Risks

(m) We may hire independent third party Service Providers in group distribution investment awareness firm’s campaigns, aka ‘quarterback campaigns’ andother providers, to electronically disseminate live news regarding the Issuer, Information over which we have no control. We pay cash consideration to theService Providers; no securities compensation is paid to the Service Providers. (n) The Penny Stock Market is highly volatile and carries a high degree ofrisk. Penny stocks can be short term trades or long term investments provided client companies have enough cash or are able raise sufficient cash to reachtheir business objectives. (o) Our Profiles, commercial advertisements and other Information regarding the profiled Issuers may include recommendationsregarding positive or negative short term trading results or long term investment strategies providing that issuing companies have or must raise sufficientcapital to reach our price targets, the interpretations of which are subject to various risks. Short term trading results and long term investment may result inpositive or negative results. Short term trading results ultimately defy exact, or even approximate predictable results of an Issuer’s long term trading results.Do not rely on these recommendations; (p) Note that some of the stocks in which we disseminate Information are not stocks for which we have received anycompensation.

Profiled Companies and Non-Client Profiled Trading

GRRD, its associates, consultants, affiliated entities, officers, employees, independent contractors, family and friends and directors can trade, buy and sellProfiled and non client profiled companies and may buy and sell the Shares in the open market of profiled and non profiled client companies at any timebefore, during or after the dissemination of the Information or for general non client profiled companies trading purposes at any time. These tradingactivities may cause significant volatility in the Issuer’s stock price or non client profiled Company’s stock price, and/or significantly depress or increase theIssuer’s or non-profiled client Company’s stock price. GRRD‘s selling of an Issuer’s securities for both profiled and non client profiled companies maycause its stock price to significantly decline, especially when such securities are thinly traded. Because we disseminate the Information about various issuersand their securities, the price and trading volume of such securities may increase or decrease by hundreds or thousands of percent from the Information thatwe disseminate in our publications. We may simultaneously or at any time sell those same securities or other non client profiled companies that result instock price increases or decreases and volume increases or decreases for substantial profits or losses, including the sale of millions of shares of our securities

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compensation and/or buying the same securities in the open market. GRRD may at times receive its compensation in free trading shares or Rule 144 sharesof stock for its associates, consultants, affiliated entities, officers, employees, independent contractors and directors and family. GRRD and immediatefamily members may sell the Shares of profiled or non-profiled client companies immediately upon their receipt as well as during the dissemination of suchInformation or within hours, days, weeks or months thereafter, during before or after a commercial advertisement is released, or buy and sell securities fornon client profiled companies in individual trading accounts or accounts in which the individual is the beneficiary. As a result, GRRD’s selling activitiesmay cause significant volatility in the Issuer’s stock price and/or significantly depress the Issuer’s stock price.

We Do Not Provide Investment Advice

We do not hold ourselves out to the public as an investment adviser and do not otherwise act in the capacity of an investment adviser because we do notengage in the business of advising others as to investing in, purchasing, or selling securities or otherwise acting in the capacity of an investment adviser orperforming any of the activities as follows: (a) we provide no financial planning type services to our Readers or any persons; (b) we do not manage financialresources on behalf of any person, including financial management based upon analyzing individual “client” needs; (c) we do not provide any person withgeneral recommendations for a course of activity or specific actions to be taken by a person or “client”; (d) we do not provide any advice to our Readers orany other persons recommending allocation of certain percentages of assets to stocks, penny stocks, life insurance, high yielding bonds, mutual funds, orother securities; (e) we do not provide any of our Readers or any persons with tax or estate plans to their individual needs; (f) we do not provide financialprograms for our Readers or any other persons because we do not engage in any of the foregoing activities. You should not interpret any of the Informationeven remotely as investment advice.

Research Risks, Suitability and Price Targets

Investing in micro cap and small cap securities is speculative and carries a high degree of risk. Investors can lose their entire investment. Investors shouldunderstand that statements regarding future prospects may not be realized. GRRD does not supervise any outside analyst and does not guarantee anycommercial advertisement to be error-free or factually accurate. Commercial advertisements include forecasted valuations and forecasted price targets thatare accepted securities analysis protocol in the academic community. There is no guarantee that the predicted business results for the Company will be met.Under NASD Rule 2711, GRRD is not defined as a financial analyst. Conclusions prepared by outside analysts are deemed to be reasonable at the time ofissuance of the report. All decisions are made by the outside analyst and are independent of outside parties and third parties or influence. Neither theanalyst's compensation nor the compensation received by GRRD is related to the specific recommendations or views contained in this commercialadvertisement or note, nor is it related to price performance or volume of shares traded in the referenced security. GRRD or its affiliates may from time totime perform consulting or other services for, or solicit consulting or other business from any entity mentioned in this commercial advertisement. Consultingagreements that GRRD may have with a given Company are not related to, linked or connected to commercial advertisements or their distribution. Thiscommercial advertisement does not have regard to the specific investment objective, financial situation, suitability, and the particular need of any specificperson who may receive this commercial advertisement. Investors should note that income from such securities, if any, may fluctuate and that each security'sprice or value may rise or fall substantially. Accordingly, investors may receive back less than originally invested, or lose their entire investment. Pastperformance is not indicative of future performance. GRRD has not entered into a soft dollar agreement with the referred to Company. GRRD does notcurrently have an investment banking relationship or a finder’s fee agreement with the Company.

The Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides investors a 'safe harbor' in regard to forward-looking statements. GRRD cautions all investorsthat such forward-looking statements in this commercial advertisement are not guarantees of future performance. Unknown risk, including bankruptcy,uncertainties, fraud, stock manipulation as well as other uncontrollable or unknown factors may cause actual results to materially differ from the results,performance or expectations expressed or implied by such forward-looking statements. Smaller companies may have a higher likelihood of filing forbankruptcy. Investors are urged to do their own research regarding the dangers of a potential bankruptcy filing. The enclosed researched Company may haveto raise additional capital to remain solvent and to meet forecasted valuation and price projections in this commercial advertisement. Investor awarenessdistribution programs can materially affect the price of the Company's stock. GRRD assumes no responsibility and no liability for any corporate PressRelease or any third party promotion. GRRD performs and participates at times in investor awareness programs. When used, the words "anticipate,""believe," "estimate," "expect," and similar expressions as they relate to the Company or its management are intended to identify such forward-lookingstatements. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by these forwardlooking statements. GRRD distributes its research reports through a research distribution network and by investor awareness commercial advertisingprograms to various types of investors. Recipients of such distribution may be short term investors such as day traders, traders, retail investors, institutions,and/or long term retail and institutional traders and investors. Recipients may create volatile trading prices. GRRD reserves the right, in its sole discretion,at any time, and without any obligation, to make improvements to, or correct any error or omission(s) in any portion of the service or the materials. Theservice and the materials are provided by GRRD on an 'as is' basis. GRRD expressly disclaims any and all warranties, express or implied, including withoutlimitation warranties or merchantability and fitness for a particular purpose, with respect to the service or any materials and products.

Regulation

GRRD complies with current securities laws, regulations and ethical standards as related to GRRD's compliance requirements. This commercialadvertisement has been prepared in accordance with the SEC's rules and amendments, Oct 23, 2000, regarding 17 CFR Parts, 240, 243 and 249, (SelectiveDisclosure and Insider Trading), Rules 27A of the Securities Act of 1993, Section 21E of the Securities Exchange Act of 1934, Regulation FD (FairDisclosure), 10b5-1, 10b5-2, NASD Rules 2250, 2420, 2710 and 2711 and the Can-Spam Act of 2003.

Compensation

Because we receive compensation for GRRD’s dissemination of the Information, our publicly disseminated publications should not be regarded in anymanner whatsoever as independent. GRRD is sometimes paid for commercial advertisements and distribution in cash, stock, Rule 144 stock, warrants,options or other securities in lieu of or in addition to GRRD's stated compensation schedule. This compensation and ownership of securities of a client’s

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Copyright © 2013 by Grass Roots Research and Distribution, Inc. All rights reserved. This report may not be reproduced.Page 57 of 57

common stock constitutes a conflict of interest as to our ability to remain objective in our communication regarding our profiled companies. Moreinformation can be received from our client Company’s website. The majority of our research assignments are for 30 days. We may research or promote agiven Company on other occasions. The Company has paid 40,000 shares of Telcentris stock and $2,000 of cash in compensation for this commercialadvertisement. This document shall not be copied and is copyrighted by Grass Roots Research and Distribution, Inc. and D. Paul Cohen

Disclaimer: Price Targets

Stock prices can be heavily influenced by investor awareness campaigns. In general, we observe the more money spent on such campaigns, the greater thepossibility for short term price increases post our initiate coverage commercial advertisements. We also observe that our target prices may not be met unlessclient companies have enough cash or are able to raise capital to meet our forecasts.

The Penny Stock Market is a highly risky market targeted at short term traders. Our reports often times recommend client companies as short term tradesand long term investments if an investor believes a Company will raise the required capital to meet our valuations and price targets. Our historicalperformance statistics indicate that short term price increases often times occur after release of our initiate coverage reports. Thereafter, we note that themajority our stock recommendations go down significantly due to profit taking and other market factors beyond our control.

The Cohen Price Target includes four components. Most reports assume capital will be raised for the majority of our client companies. Most microcap/small cap companies need capital to reach our theoretical 5 year projections. The academic world justifies an analyst's decision to forecast the threestatements (Income Statement, Balance Sheet and Cash Flow Statements) for 5 years. We normally do so in three cases: Optimistic Case, Base Case andPessimistic Case. However, in the practical/real world, buying a micro cap or small cap stock based on 5 year forecasting is highly risky. If smallercompanies are able to raise capital, our theoretical price targets in a perfect world might be justified, providing the Company executes on its business model.

At times our price targets may be significantly higher than the current price of a stock. This can happen in theory only if the Company’s assets, withassumed capital raised, could theoretically create large sales and cash flow volumes over time, especially if the industry is a high growth industry. In thepractical world, these price targets may appear to be unrealistic. However, we believe the academics of securities analysis of our calculations support thetheory of these assumed price targets.

While we do not give investment advice, the investor should consider the possibilities of a given Company being able to raise capital to execute its businessmodel over 5 years. Few micro/small cap companies are able to raise enough capital and execute their master budget over an extended period of time. Ourprice targets are academic theory only and should not be relied upon. Investors should do their own research and consult with their financial consultants.