Verified Complaint & Exhibits Redacted

7/26/2019 Verified Complaint & Exhibits Redacted

http://slidepdf.com/reader/full/verified-complaint-exhibits-redacted 1/308REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.

EFiled: Jun 01 2016 04:20PM EDT

Transaction ID 59082410

Case No. 12297-VCS

12297 - VCS

REDACTED

PUBLIC VERSION
























































































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Case No. 12297-VCS



































































































































































Case No. 12297-VCS



























































































































































Michael G. Gaynor, CEO, BidClerk, Inc.

14th

REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.



EXHIBIT C




C LL W Y Management PresentationCincinnati, OH

08/20/14




Today’s Agenda

9:00-9:30 AM ET

9:30-11:00 AM ET

11:00-12:30 PM ET12:30-1:30 PM ET

1:30-3:30 PM ET

3:30-6:30 PM ET

3:30-TBD




01INTRO SLIDE CALLAWAY

SECTION ONE




Strength of the CombinationData Leader:• Geographic Reach

• Timely, Accurate & Actionable

• Broad & Deep Coverage withDocs

Technology Leader:• Process Improvement SaaS

• Integrated Data Collection

• Integrated & Efficient BackEnd

Network Effect:• Improved Data Analytics

• Enhanced Sales Effectivenes

• Unique Customer SourcedData

Large Addressable Market:• Growing BPM Offering

• Competitive Advantage

• Low Cost Provider




iSqFt Company History

2000 Dave Conway joins iSqFt as CEO with 5 employees and approximately $268,000 of revenue

Rebranded Construction Software Technologies to “iSqFt”

Created the first Web-based preconstruction software solution

2001 Secured strategic national partnership with the Associated General Contractors of America

2011 Surpassed 200,000 cumulative registered users on the iSqFt Network

Introduced new cloud-based technology platform designed for scalability and extensibility

2012 Established national footprint with presence in 50 states

2014 Approximately 600,000 cumulative registered users on the iSqFt Network




Leading Pre-Construction Collaboration Network

General ContractorsDocument Management,

Contact Management,

Communication, Bidding,

Prequalification, Project

Leads, Takeoff Project OwnersDocument Management

Contact Management,

Communication, Bidding

Architects & EngineersDocument Management

Contact Management,

Communication, BiddingSuppliers & Distributors

Project Leads, Network

Promotion, Takeoff

ManufacturersLead Management,

Network Promotion,

Advertising, Report

Management, Takeoff

SubcontractorsNetwork Promotion,

Project Leads, Lead

Management, Takeoff

A vibrant marketplace of 600,00registered users, is comprised of

general contractors,

subcontractors, manufacturers,

suppliers and distributors,

architects and engineers, and

project owners

The iSqFt Network


http://www.isqft.com/new/difference








Compelling Value Proposition

Value Proposition for General

Contractors

Value Proposition for

Subcontractors

Value Proposition for

Manufacturers

Industry’s Largest

Proprietary User

Network

Ability to identify, source and

manage subcontractors

Drives competition on

subcontractor bids

Ability to actively identify and

bid for projects

Promote work profile to receive

invitations to bid

Access largest network of

industry professionals and

decision-makers for potentia

sales

SaaS Collaboration

Platform

Manage bids and bidding process

online

Upload and distribute project

plans and specs

Control access to project data

Contact and bid for projects

online

Increase ease of

prequalification process

Auto-search opportunity leads

Discover and connect with

general contractors and proj

owners

Receive requests for quotes

from contractors

Rich Data Set of Project

Information

Identify and win new projects

Track and receive updates from

vendors

Access project data and

detailed plans and specs to

make accurate bids

Receive automated daily emails

with project updates

Access project data to identi

customers and construction

project needs

Generate custom reports on

competition




BidClerk Company History

2002 Formed as Builders Information Group with VC by Adobe Ventures & Archie Cox

‘02- ‘03 Developed information infrastructure to support low cost product / long-tail model

2004 BETA live in Chicago Metro. Ramped to New York, D.C. / Baltimore, L.A. & San Francisco

2005 Name changed to BidClerk and achieve National coverage

2010 Launch of outbound sales organization for Contractor market / initiated movement upstre

2012 Launch of Enterprise product for Building Product Manufacturers




Compelling Value Proposition

Value Proposition for Subcontractors Value Proposition for Manufacturers

Track and Analyze Easy to use platform and search features to quickly

find projects

Download and review project plans, specifications

and addenda

Identify key contacts, track them and receive emailalerts when they are bidding a project

Analyze specification rates

Understand trends over time by territory, USA

Canada

Identify key contacts and their specification

preferences User-generated results

Unique Features &

Functionality

Expanded 3 state territory in base subscription.

Reach contractors during the bid phase and send

an automated message about your firm

Email project highlights directly from BidClerk.com

Share notes with other users about a project

Automatically connect with architects, enginee

and bidders through Architect Direct

Tag projects with unique search identifiers

Download projects and contacts

Easy and fast user interface

Rich Data Set of Project

Information

Identify new public and private projects and

contacts to win bids

Detailed description of bidding projects with

solicitation #, verified bidders, awards

Easy to use platform and search features to quickly

find projects

Focus on Private construction

Complete contact information with emails and

LinkedIn connections

Robust searching of project and document

Extensive planning information




Today’s Agenda

9:00-9:30 AM ET

9:30-11:00 AM ET

11:00-12:30 PM ET12:30-1:30 PM ET

1:30-3:30 PM ET

3:30-6:30 PM ET

3:30-TBD




02Operations Overview

SECTION TWO




iSqFt Table of Contents

Products, Services and Technology

Sales organization and go-to-market strategy

Content managementProduct development

Technology infrastructure




iSqFt for General Contractors

SaaS Application for Preconstruction

Process Improvement Tools

Communication Management

Document Management

Subcontractor Data Management

Prequalification Management

General Contractor Statistics

Market leader with more than 1,400 general

contractor enterprise subscribers

Over 53,000 user-generated projects over the

last twelve months Approx. $6M recurring revenue

Load Projects /

Document Management

Identify Subcontractors

/ Contact Management

Invite

Subcontractors to

Bid

Prequalify

SubcontractorsManage Bids

Create new projects on

iSqFt Network

Upload plans, specs,

schedules, addenda and

any other documents

Access the largest

database of

subcontractors in the

industry

Invite known

subcontractors to

review project info

Use iSqFt’s

prequalification system

to review subcontractor

credentials

Save and manage

qualified subcontractor

contacts

Send invitations to bid

(ITBs) to selected

subcontractors through

the iSqFt Network

• Manage and control

access to project data

Communicate project

updates

Receive & review bids

Notify awarded parties

General Contractor Preconstruction Management Process




iSqFt for Subcontractors

Local Market Network Access

Plan Room Access

Targeted Promotion During GC Vendor

Selection Process

Proactive Keyword Search

Centralized Prequalification Form

Integrated Takeoff Tool

Subcontractor Statistics

More than 9,300 subcontractor customers

Approximately 40.5 million invitations to bid

received in the past 12 months

Approx. $22M Recurring Revenue

Discover Projects Prequalify for Projects Submit Project BidsDigital Takeoffs Win Work

Browse iSqFt’s list of local

data projects; or set up

custom automatic searches

based on personal

preferences

Receive invitations to bid

from general contractors

Submit data and credentials

to complete individual

project prequalification

requirements

Complete iSqFt’s universal

prequalification

View and download

detailed plans and

specifications from the

project listing

Use iSqFt’s Takeoff tool to

take accurate

measurements straight

from the digital data

Submit bids for work

through information

provided by iSqFt’s online

interface - general

contractor bidders and/or

project owner

Receive notifications of

winning bids through the

iSqFt Network

Connect with general

contractor to receive future

work and become eligible

for private projects

Subcontractor Lead Management Process




iSqFt for Manufacturers

Sales Lead Identification

Project Bid Data

Proactive Keyword Search of Data

Electronic Delivery of Qualified Leads

CRM Compatibility

Network Activity Reporting

Sales and Design Team Reporting

Building Product Manufacturer Statistics

Fast-growing market entrant with more than

700 building product manufacturer

subscribers.

Approx. $7M recurring revenue

Specify Lead CriteriaSearch Bid Data For

MatchesPromote Products

View Construction

Project DataRun Reports

Input criteria for potential

customers into the iSqFt

system

Utilize iSqFt’s search

functionality to find project

bid data from potential

construction market

customers

View and download

detailed plans and

specifications from the

project listing

Identify customer needs by

viewing detailed plans and

specifications

Promote and advertise

construction products to

prospective customers with

identified needs

Access custom iSqFt sales

and design reports to

identify the latest trends

and needs of customers to

adjust future strategy

Manufacturer Sales Opportunity Process




iSqFt Sales Organization




iSqFt Commission Philosophy (New Sales)

• Sales plans vary by line of business:

– Subcontractor Sales

• Reps - Monthly commission based on cash receipts & new booking value in a month (100-150% Leverage)

• Sales Managers - based on Team ACV (30% Leverage)

– General Contractor Sales

• Reps - Monthly commission based on ACV (70-125% Leverage)

• Sales Managers - plan is based on new unit/dollars and retention dollars/sales(30-50% Leverage)

– Manufacturing Sales

• Reps - Monthly commission plan based on ACV bookings & cash receipts each month and new renewal contracts (7

125% Leverage)

• Sales Managers - based on Team ACV (30-50% Leverage)




iSqFt Go to Market (Sales)




iSqFt Total ACV – Jan-Jul (i4S Only)

Jan-Jul '12 Jan-Jul '13 Jan-Jul '14

Cold Call

Takeoff

Email Marketing

Corporate Websi

Call In

Application

Improvements driv- Achieve Global

- Gray Space Ana

- Marketo




iSqFt Ramp of New Sales Hires

• Sales team members given a comprehensive onboarding that includes: – History and overview of iSqFt

– Industry and Product training

– Salesforce/Reporting

– 6 facets of prospect relationship building

– Guided shadowing of overall process and workflow – Sales process training, Achieve Global

– Partner with Sr. Team Lead to master engagement skills, Mentor/Mentee

– CEO Roundtables

• Sequence of milestones from Lead Generator role into Sales Role: – Maintain an Average of 60 dials per day for 60 days

– Maintain an average of 6 Demos scheduled per week average for at least 30 days

– 25% demo completion per week average for at least 30 days

– Minimum of 2 complete demonstrations per week average for at least 30 days

– Have completed a minimum of 10 trial setups for the team lead












iSqFt Efficient Content Sourcing Model and Quality

Sources of Content Proprietary Content from

General Contractor Network

Largest Network in Market,including over 1,500 GC

locations

Leading GCs, including 26 of

the ENR Top 50, as well assmall and mid-sized GC

In contrast to its competitors,

26% of all content is user

generated, with up to 35% inmature markets

Market reporters maintain

relationships with architects,engineers and project owners

to capture public projectinformation

Leverage strategic

partnerships in local markets

to ensure the most up-to-dateproject information




iSqFt Market Leading Content and Proprietary Data




iSqFt Research Staff




iSqFt - Research Team Structure

Director of Market Reporting

Market Development MgrMarket

Reporting Mgr

Formatting POC Market Lead

Reporter II BC BCC Civil Report I

Reporter III

Quality Mgr

QualityAnalysts

Partners Offshore

EPV Team

Data AnalystReprography

Mgr

ReprograpPartneSuppor

EfficiencyApplication




iSqFt Content Collection Process w/touches




iSqFt Cost per Public Project Acquired












iSqFt Product Management & Marketing

Henry Purdy

CMO

Sub PM

GC PM

BPM PM

UserExperience

PM

SalesforceAdmin

ContentMgr

Communications Mgr

Marketing

Mgr

DigitalMarketing

Mgr

SystemsAdmin

SystemsAdmin




iSqFt Product Development ProcessIdea

Market

Requirements Doc

Captures high-level

objectives &

requirements

Document Includes: Background

Objectives:

Benefit to business

Revenue Opportunity

Identified Research

Go-to-Market

Considerations (Sequencing)

Success Criteria

Factors & Considerations

Preliminary Scope Estimate

(Sm/Md/Lg) & Category

(SaaS, Ntwk, Content,

Backend)

51 2 3 4

Quarterly Release Schedule Six 2-week sprints

Opportunity to reprioritize all efforts gated past

FRD review before each sprint

End of Sprint 4: Release Planning

R e l e a s e

P r e p

Functional

Requirements Doc

Designed for 1 – 4 weeks

of effort

Research to determine

more detailed

requirements

Development spike may

be identified to achieve

desired research

Includes: Key Use Cases

Key Screens (wireframes

and/or prototypes)

Key Metrics & Reporting

Est. of Effort (man-sprints)

Go-to-Market Timing, Beta

Opportunities

MRD

Review

FRD

Review

3 Months

R e l e a s e

R e l e a s e




iSqFt Product Roadmap




Product Delivery Organization

Alex Hart

CTO

DevelopmentManager

SoftwareEngineers-14

ExternalEngineers-3

Co-op Program-2

Quality Manager

QualityAssuranceAnalysts-5

QAA & TestingAutomation

Engineer

System Analyst

Director ofInfrastructure

System Admin-3

Operations - 3

DBAs-5

Support-2

ApplicationArchitect

ApplicationArchitect




“Platform 2.0” Technology Stack

Microsoft, COTS, and Open Source

Microsoft

Windows 2008+2012, IIS, MSMQ

.NET, ASP.NET MVC SQL Server 2008

Leverage best in class open source

where possible, some with commercial

support

Sencha ExtJS

NServiceBus

Nhibernate




Physical Infrastructure - Multi-Site Data Centers

Colocation hosting in Tier 3, SSAE 16 data

centers (Cyrus One)

DR and HA via geo-dispersed clusters

Leverage in-house expertise and third party

support to extend life of equipment, keeping

costs below “cloud”

Active/Passive Database and File storage

Redundant network paths

Active/Active Multisite App Servers

~76 Physical Servers, ~338 Virtual

~350 TB Storage




Today’s Agenda

9:00-9:30 AM ET

9:30-11:00 AM ET

11:00-12:30 PM ET12:30-1:30 PM ET

1:30-3:30 PM ET

3:30-6:30 PM ET

3:30-TBD




03Operation Overview

SECTION THREE




BidClerk Table of Contents








BidClerk for Manufacturers


US & Canadian Project Lead Data

Searchable Data & Documents

Visual Analytics

Multi-format data feeds

Marketing tools (Architect Direct)

Building Product Manufacturer Statistics

Launched in 2012

Fast-growing market entrant with more

than 350 building product manufacturer

enterprise subscribers

$4M Total Contract Value

Specify Lead

Criteria

Searchable

Documents

Promote

Products

View

Construction

Project Data

Multi-format

data feeds

Multi-field faceted

search delivers

instant results

Smart & exact

keyword search

Pinpoint specific

keywords in the

plans and specs of a

project by searching

for specialized words

or phrases, such as a

product or a

competitor.

View and download

detailed plans and

specifications from

the project listing

Identify customer

needs by viewing

detailed plans and

specifications

Automatically send

emails to project

architects and

engineers in their

design stages

Integrate BidClerk's

leads directly into your

systems through

customizable import

and delivery methods to

meet the needs of your

organization.

CSV, XML, PDF

Manufacturer Sales Opportunity Process





US & Canadian project lead data

Plans & specifications

Access to key decision makers

Key trade & project details

Marketing tools (Bidders directory)

Contractor Product Statistics

15.5k active subscribers

Recurring subscriber revenue of $14.6M

US & Canadian

project lead

data

Plans &

specifications

Searchable

trade details

Access to key

decision makersBidders

Directory

Project database

with over 500k

projects

2k new and

updated projects

per day

Keyword searchable

documents

Download the exact

files that you need.

Over 300k contacts

Detailed contact

data

170k companies

Keyword search

Multi-field faceted

search delivers

instant results

Network with

bidders on projects

using our Bidders

Directory.

Contractor Sales Opportunity Process

BidClerk for Contractors




BidClerk Subscription Products

3 day trial

25 page views

Bidders

Directory

LinkedIn

1 state

Trial Contractor Enterprise

100 page views

Bidders Directory

LinkedIn

Plans & Specs

(additional fee)

Searchable Plans & Specs

(add. fee)

3 states

Architectural Directory

Bidders Directory

LinkedIn

Searchable Plans / Specs

XML Delivery

Dedicated Customer Care

Customizable region

access

Spec Analytics




BidClerk Sales & Service Team Structure

VP of Sales

SalesManager

Sales Reps

SalesManager

Sales Reps

Sources

Web Leads Cold Calling Reactivations

VP of BuildingProducts Group

Director of Sales

Sales Reps

Director of Sales

Sales Reps

Sources

ExistingRelationships

Cold Calling Trade Shows

Contractor Sales Enterprise Sales

Director ofCustomer

Service

ContractorTeam Lead

Contractor

CS Reps (6)

EnterpriseTeam Lead

Enterprise

CS Reps (3)

Service Team




BidClerk Contractor Sales

• Compensation philosophy

– Commission paid on actual cash collected less any refunds during current month.

– Revenue categorized by New or Recurring

– Designed to drive new sales

• Go to market strategy

– Focused on commercial construction participants

– Lead Generation focused primarily on:

• Web Registrations: average 2895 per month for 2014 (total of 172,908 in database)

• Reactivation of Inactive accounts

• Leads automatically assigned via our assignment engine




BidClerk Contractor Sales

• Inside Sales Organization Productivity Metrics

– Extremely “activity based” selling organization

– Average monthly headcount of selling Reps

• Average calls per customer conversion

• Average product demos per Rep per Day• Average Sales per Rep per Day

• July 2014 pipeline

• New hires / training program

– Sales training program runs 3.5 days

– Paired with a senior representative

– Call monitoring




BidClerk Manufacturer Sales

• Compensation philosophy

– Monthly target comprised of a new business goal and renewal dollars.

– Averages per outside sales representative.

– The goal of the compensation plan is to reward/incentivize new business performance

and sell sticky business with a high probability of renewal.

• Go to market strategy

– Direct solicitation targeting the top BPMs nationally

• Averaging on-line prospect demonstrations per month

• Inside Sales is expected to make engagements per day

• Trade shows




BidClerk Manufacturer Sales

• Manufacturer Organization Productivity Metrics

– Pipeline Total (remainder of year) -

– Peaks in December -

• Sales Cycle – The sales cycle for Enterprise lasts several months and in many cases requires a trial of our service.

– Prospecting, prospect qualification, presentation, trial, analyze feedback

• New hires / training program

– Hands on training with senior sales representatives

– Paired with a senior representative

– Responsible for quota by week 5












BidClerk Research Staff

Offshore Lead Generation Team

• 39 researchers and 5 supervisors

• Focused on providing leads for our U.S. based

research team• Leads are primarily based upon web research

from sources managed in U.S.

• Sources include municipal planning and zoning,

press articles, and government agencies

• Information is entered into our CRM system for

processing in the U.S.

• Exclusive vendor relationship

Research Team

• Research teams are comprised of 7 teams with

direct supervisors

• Each team is dedicated to a specific U.S. regionor vertical market segment.

• Research specializations include regional bid,

national retail bid, public / government sector

reporting and project lead updating

• Each team has dedicated researchers who

develop relationships with developers,

architects, and general contractors

• Content is overseen by team leaders / associate

editors and assistant team leaders / editorial

coordinators




BidClerk Research Team Structure

VP of InformationServices

Research Manager

RegionalTeam A

RegionalTeam B

RegionalTeam C

PublicTeam

NationalTeam

Associate Editors

Editorial Coordinators

National BidReporters

ArchitecturalReporters

Bid ReportersPublic DataReporters

ResearchReporters

DocumentsTeam




BidClerk Offshore Staffing




BidClerk Reporter Roles

Document Team

•Process documents for correctlabeling and trade classification

Research Reporter

•Research via phone, internet,and email

•Researches new unpublishedleads

GC Bid Reporter


•Projects from general contractors

Public Data


•Projects from governmententities

Architectural


•Projects from architects

National Bid


•Projects from national ownersand GCs

Editorial Coordinator

•Training

•Quality Assurance

•Assists associate editor

Associate Editor

•Quality Assurance

•Responsible for all contentpublished in their designatedregion / segment.




BidClerk Growth by Project Category




BidClerk Research Team – Cost Per New Project

2010 2011 2012* 2013

New Projects

Cost Per Project




BidClerk Research Team – Cost Per Project Update

2010 2011 2012 2013

Project Updates *

Cost Per Update












BidClerk – IT Organization

CIO

Sr. Developer/ Linux Admin

DatabaseAdministrator

Data Analyst

ProjectManager

BusinessAnalyst

QualityAssurance

Web Design -UI/UX

Software Dev.Manager

Sr. SoftwareDeveloper

SoftwareDeveloper (3)

IT Organization FTE’s




BidClerk Fully-Integrated Single Backend

& Data Collection Solution

ingle Platform Management Solution for

ales, Customer Support, Editorial, Financial,

& Operations

ully Customizable Interface, Assignments,

& Reporting Framework

asily Integrated with third-party applications




BidClerk – Product Development Process

Define Project

Objectives &

Scope

Construct Initial

PlanFinalize Plan Execute Plan

Close Project

• Project purpose isverified

• Detai led pro ject

objectives

developed• Scope is determined

& sub-projectscreated if necessary

• Organize Teams• Divide Work• Estimate Durat ion

• Clearly defineobjectives, timeframe, and

deliverables

• Commence work basedon plan changes

• Re-analyze Current

Status• Continue with cycle until

project is complete

• Make adjustments to help

reduce risks,accommodate scopechanges & to compensate

for activities that have notoccurred on schedule

• Analyze progress• Project evaluat ion

reports addressing

concerns

• Archive Project Materials• Final Project Report including “Ways to Improve”




BidClerk – Development & Deployment Process

• Development process

• Agile development process

• Daily stand up meeting

• 6 week development life cycle

• 12 month development pipeline

• Quarterly evaluation

• Both feature and stakeholder driven




BidClerk Web Topology

• Hosted in a secured

datacenter with

redundant power and

HVAC

• 24 x 7 x 356 managed

environment, 100%uptime SLA

• Fully redundant server

architecture

• Redundant web,

application, and database

server environment

• Backup database server

with Fiber channel SAN




BidClerk LAN Topology

• LAN is CAT6 dual data portsfor 100 + workstations andcommercial grade wireless

• Cisco gigabit backbone withAT&T 100Mbps fiber data

pipe• Physically separated voice,

data, and external SIPnetwork, Layer III POEswitches for phone andwireless systems

• Checkpoint Firewall / SSLVPN Secure Platform

• VoIP phone system withWindows-based call queueand management




BidClerk Logical Enterprise System Diagram

• Java

• Spring 3

• Apache Tomcat

• Apache SOLR

• MS SQL 2008 R2

• JQuery




Today’s Agenda

9:00-9:30 AM ET

9:30-11:00 AM ET

11:00-12:30 PM ET12:30-1:30 PM ET

1:30-3:30 PM ET

3:30-6:30 PM ET

3:30-TBD




05FINANCIALS

SECTION FIVE




Table of Contents – Financials by iSqFt & BidClerk




iSqFt is projecting strong

organic revenue growth

and margin expansion

Financial projections

presented on a stand-

alone basis

Historical and Projected iSqFt Financial Overview

2008 2009 2010 2011 2012 2013 2014E 20

Revenue

Recurring Revenue

Non-Recurring Revenue

Total Revenue

% Growth

Total Cost of Sales

Gross Profit

Gross Margin

Operating Expenses

Sales and Marketing

General and Administrative

Total Operating Expenses

EBITDA

EBITDA Margin

Source: iSqFt Management. Financials have been adjusted for non-recurring revenue and expense items.

Historical Period Projected Per

EBITDA excludes capitalized




2014 Projected Revenue

June2014 Run Rate

June 2014 Visible Revenue on Current Contracts

iSqFt Revenue Quality and Visibility

High quality revenue underpinned by a large subscription revenue base

iSqFt maintains visibility into 2014E revenue and visibility on a June 2014 run-rate basi

Growing Subscription Revenue Base

2008 2009 2010 2011 2012 2013E 2014P

2014E Revenue Visibility

As of June 30, 2014

($ in thousands)

Revenue Visibility

Re cur rin g Rev enu e Non -Re cur rin g Rev en ue

Revenue Visibility




iSqFt Growth Outperforms Industry

Growth of the U.S. nonresidential construction market is expected to accelerate, reaching by 20

iSqFt growth has outpaced the nonresidential construction industry since 2007






BidClerk is projectingstrong organic revenuegrowth and margin

expansion

Financial projections presented on a stand-alone basis

Historical and Projected BidClerk Financial Overview

Historical Period Projected Perio

2008 2009 2010 2011 2012 2013 2014E 201

Revenue

Recurring Revenue

Non-Recurring Revenue

Total Revenue

% Growth

Total Cost of Sales

Gross Profit

Gross Margin

Operating Expenses

Sales and Marketing

General and Administrative

Total Operating Expenses

EBITDA

EBITDA Margin

Source: BidClerk Management. Financials have been adjusted for non-recurring expense items including executive stock-based compensati




BidClerk Growth Outperforms Industry

Growth of the U.S. nonresidential construction market is expected to accelerate, reaching by 20

BidClerk growth has outpaced the nonresidential construction industry since 2007




BidClerk Exceptional Retention Rates

Contractor Revenue

Retention Rate

Enterprise Revenue

Retention Rate

2011 2012 2013 1H 2014

Total Retention

2013 1H 2014

Total Retention




Diverse Revenue Base

Highly diverse revenue base, with no customer representing more than total revenue in 201

Combined Companies’ top customers comprise less than of 2014 pro forma revenues

Top 10 Customers

BidClerk iSqFtTotal

ACV

% of 2014

Forecast RevenueCustomer #1

Customer #2

Customer #3

Customer #4

Customer #5

Customer #6

Customer #7

Customer #8

Customer #9

Customer #10

Top 10 Total

Based on combined pro forma forecasted revenues for 2014




Today’s Agenda

9:00-9:30 AM ET

9:30-11:00 AM ET

11:00-12:30 PM ET12:30-1:30 PM ET

1:30-3:30 PM ET

3:30-6:30 PM ET

3:30-TBD




05COMBINED BUSINESS STRATEGY

SECTION FIVE




Table of Contents – Combined Business Strategy



















Pro Forma – 2015 Base Synergy Case

2015 Pro Forma

Before Synergies

Base Case

2015 Synergies

2015 Pro Forma

After Synergies

Revenues

Operating Expenses

Selling & Marketing

Supply Chain

Technology

G&A

Total Operating Exp

EBITDA, Adjusted

Ad juste d EB I T DA, as

a of Revenues

18.8% 38.2%




Revenue Synergy in BPM Go-to-Market




Minimal Customer Overlap

- 2,000 4,000 6,000 8,000 10,000 12,000 14,

East

Midwest

South

Southwest

West

Grand Total

Customer Overlap

iSqFt Customers Overlap

Region iSqFt Customers Overlap

East 502 30

Midwest 2,698 129

South 2,423 98

Southwest 3,578 136

West 1,910 89

Grand Total 11,118 482




Pro Forma Revenue Synergies by Market Segment




Planning Public Bidding Private Bidding Documents Bid Results

• Currently a

BidClerk

process

• Significant

Overlap

• BidClerk

actively pursues

private sector

projects.

• iSqFt is focused

on document

collection

• BidClerk does

not pay for

documents

• iSqFt is focused

on obtaining

bid results.

• Significant operational overlap:

• Public sector bidding projects

• Document collection and processing

• Bid Results

• ~25% lift in project count

BidClerk

iSqFt*Not to scale, for comparative purposes only




Planning Public Bidding Private Bidding Documents Bid Results

No change No Change

Planned

improvements

Timeliness

Updates

Increase volume &

purchasing of

documents

Increase volume &

Updates

• Add to existing BidClerk process to create a best in class product.

• Combined organizations current

• New organization

• Synergy reduction with an annualized savings of

BidClerk

iSqFt*Not to scale, for comparative purposes only




SUPPLY CHAIN

2015 Pro Forma

Before Synergies

Base Case Aggressive Case Comments

US Based

iSqFt Redundant Project Identification Staff

BidClerk Based

Total Redundant Bid Stage Data Collection Staff

Offshore

iSqFt ( Complimentary Plan and Specs Acquisition Staff

BidClerk (

Total

Cost to Acquire Plans / Specs

Scanning

Plan Acquisition

Courier Expense

Planroom Expense

Total

AGC Revenue Share Expense

Total

Rounded

Additional Content Provided by iSqFt Customer Sourced

Project Data




Synergy Roadmap

– Eliminate duplicative IT efforts & costs

– Eliminate legacy systems & processes

– Licensing

– Support costs

– Public & private sector bidding projects

– Document collection on bidding projectsREDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.



Synergy Roadmap: Technology

– Reduction of 30 FTEs, SaaS licenses, and associated hosting costs

– Allow decommissioning of many iSqFt systems




Pro Forma Cost Synergies: Technology

2015 Pro Forma

Before Synergies

Base Case Aggressive Case Comments

Payroll $1,180.1 $1,180.1

iSqFt Hosting Fees $380.0 $380.0

Less: Incremental Storage Needs ($190.0) ($190.0)

Other (licensing / telephone / supplies) $300.0 $300.0 CRM Integrated into Platform With no Software License Expe

Total $1,670.1 $1,670.1

Order to cash & Rev Rec With No License Expense

Payroll $419.9 $419.9

BidClerk CoLo Hosting Fees

Other (licensing / telephone / supplies)

Total $419.9 $419.9

$2,090.0 $2,090.0

Rounded

2,100.0 2,100.0

BidClerk has Fully Integrated Extensible Environment

Consisting of: CRM, Subscription Manager, Project Lead

Assignment Engine and Subscriber Application




Pro Forma Cost Synergies: Sales & Marketing

SALES & MARKETING

2015 Pro Forma

Before Synergies

B ase Ca se A ggre ss iv e C as e

2015 Pro Forma

Before Synergies

B as e C as e A ggre ss iv e C

iSqFt Inside Sales (New / Renewal) Marketing

Subcontractors iSqFt Activities

BidClerk Pay Per Click (PPC)

General Contractors ( Total Marketing Activities

Total Other

BidClerk Inside Sales (New) iSqFt Credit Card Fees

Subcontractors iSqFt Channel Partner Payments

Total Inside Sales BidClerk Credit Card Fees

Total Credit Card Fees

iSqFt Manufacturer Sales (New / Renew

ManufacturersTotal

BidClerk Enterprise Sales

Enterprise

Total Inside Sales

Rounded




Pro Forma Cost Synergies: General & Administrative

2015 Pro Forma

Before Synergies

B ase C ase Aggre ssi ve C ase

2015 Pro Forma

Before Synergies

B ase C ase A ggre ssiv e Ca se

Finance Product Deve lopment

iSqFt ) iSqFt

BidClerk BidClerk

Total Finance Total Product Development

Human Resources Technical Support

iSqFt iSqFt

BidClerk BidClerk

Total Human Resources Total Technical Support

Executives ALL Other G&A

iSqFt iSqFt

BidClerk BidClerk

Total Executive Total Technical Support

Marketing Staff

iSqFtTotal

BidClerk

Total Marketing Staff

Rounded

GENERAL &

ADMINISTRATIVE




Pro Forma Operating Results 2014 - 2015




Subcontractor & BPM Upsell Path

Enterprise

Auto Search

Visual Spec

ContractorsLeads & Promotion

Takeoff

Walk-ups

Project Leads

Project Promotion

Lead Manager (Beta)

Unpaid

Contacts

Leads

ITB/RFQ/PQ Recipients




Monetize Unpaid Users




Materials Database




Pursue Strategic Acquisitions

Potential Acquisition Targets and Estimated Revenue

($ in millions)

Target Business Category

Annual

Revenue

Target 1

Target 2

Target 3

Target 4

Target 5

Target 6

Total Potential Acquisition Revenue



















EXHIBIT D




iSqFt + BidClerk

Profit and Loss Report






0.0 01

EXHIBIT A

FORM OF LIMITED GUARANTEE




Exhibit A

3119961

LIMITED GUARANTEE

This Limited Guarantee (this “Guarantee”) is made as of September 2, 2014, by Genstar

Capital Partners VI, L.P., a Delaware limited partnership (the “Guarantor”), in favor ofConstruction Software Technologies, Inc., a Delaware corporation (“CST”), BidClerk, Inc., a

Delaware corporation (“BC” and, together with CST, the “Sellers”), Fortis Advisors LLC, asCST Stockholder Representative (“CST Stockholder Representative”) and Archibald Cox, Jr., asBC Stockholder Representative (“BC Stockholder Representative” and, together with CST

Stockholder Representative, the “Stockholder Representatives”). The Sellers and the

Stockholder Representatives are referred to herein collectively as the “Seller Parties”).

WHEREAS, reference is made herein to that certain Agreement and Plan of Merger

dated as of the date hereof (the “Agreement”), by and among Blueprint Sub, Inc., a Delawarecorporation (“Parent”), BC Merger Sub, Inc., a Delaware corporation (“Merger Sub BC”), CST

Merger Sub, Inc., a Delaware corporation (“Merger Sub CST,” and together with Parent and

Merger Sub BC, the “Genstar Entities”) and the Seller Parties. Capitalized terms used herein and

not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, as an inducement to the Seller Parties to enter into theAgreement and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged by the parties, the Guarantor undertakes and agrees for the benefit of

the Seller Parties as follows:

1. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the

due and punctual payment, observance, performance and discharge when due of all debts,liabilities and other obligations of any kind, nature and description of the Genstar Entities to any

of the Seller Parties pursuant to the Agreement (the “Obligations”). Notwithstanding any of theterms or conditions of this Guarantee, Guarantor shall not have any obligation or liability to any

Person relating to, arising out of or in connection with the Agreement, this Guarantee, or any of

the transactions contemplated thereby or hereby, or any other agreement or instrumentcontemplated thereby or hereby, other than as expressly set forth herein. Guarantor shall make

prompt payment (in any event, no later than five (5) business days after written demand by the

Seller Parties therefor) to the Seller Parties of the amount of any Obligation if and when dueunder the Agreement. In furtherance of the foregoing, the Guarantor acknowledges that this

Guarantee is one of payment, not collection, and that the Seller Parties may, in their sole

discretion, bring and prosecute a separate action or actions against the Guarantor for the fullamount of the Obligation, regardless of whether action is brought against the Genstar Entities or

whether any of the Genstar Entities or any other Person is joined in any such action or actions.

Notwithstanding anything to the contrary contained herein, the Guarantor shall have the right to

assert any defenses which the Genstar Entities may have under the Agreement or otherwise withrespect to the payment or performance of any of the Obligations the Seller Parties demand be

paid or performed by Guarantor.

2. Guarantor represents and warrants to the Seller Parties that:

(a) Guarantor is a limited partnership, validly existing and in good standing

under the laws of the State of Delaware, and has all requisite power and authority necessary to




3119961

execute and deliver this Guarantee, and to perform its obligations hereunder. The execution,

delivery and performance by Guarantor of this Guarantee have been approved by the requisitelimited partnership action, and no other action on the part of Guarantor is necessary to authorize

the execution, delivery and performance by Guarantor of this Guarantee.

(b) This Guarantee has been duly executed and delivered by Guarantor and,

assuming due authorization, execution and delivery of this Guarantee by the Seller Parties,

constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor inaccordance with its terms, subject to applicable bankruptcy, fraudulent conveyance, insolvency,

reorganization, moratorium and similar Legal Requirements now or hereafter in effect relating to

or affecting creditors’ rights and remedies generally and to general principles of equity. Neitherthe execution and delivery of this Guarantee by Guarantor, nor performance by Guarantor of its

obligations pursuant to the Guarantee, will (x) conflict with or violate any provision of the

Organizational Documents of Guarantor, (y) violate any Legal Requirement applicable to

Guarantor, or (z) violate or constitute a material default under any of the terms, conditions or provisions of any Contract to which Guarantor is a party.

(c)

Guarantor has and shall have when required pursuant to this Guarantee, the

financial capacity to pay and perform its obligations under this Guarantee (including payment of

the Obligations), and all funds necessary to fulfill those obligations (including payment of theObligations) shall be available to Guarantor for as long as this Guarantee remains in effect.

Without limiting the generality of the foregoing, Guarantor has uncalled capital commitments

equal to or greater than the amount of the Obligations and the enforceable right to call such

capital to fund commitments under this Guarantee.

3. Guarantor agrees that its obligations hereunder shall not be released or discharged,in whole or in part, or otherwise affected by (a) the failure or delay on the part of the Seller

Parties to assert any claim or demand or to enforce any right or remedy against the Genstar

Entities or Guarantor; (b) any change in the time, place or manner of payment of the Obligations,or any rescission, waiver, compromise, consolidation or other amendment or modification of any

of the terms or provisions of the Agreement made in accordance with the terms thereof or anyagreement evidencing, securing or otherwise executed in connection with the Obligations; (c) the

addition, substitution or release of any entity or other Person now or hereafter liable with respect

to the Obligations or otherwise interested in the transactions contemplated by the Agreement; (d)

any change in the corporate existence, structure or ownership of any of the Genstar Entities orany other Person now or hereafter liable with respect to the Obligations or otherwise interested in

the transactions contemplated by the Agreement; (e) any insolvency, bankruptcy, reorganization

or other similar proceeding affecting any of the Genstar Entities or any other Person now orhereafter liable with respect to the Obligations or otherwise interested in the transactions

contemplated by the Agreement; (f) the adequacy of any other means the Seller Parties may haveof obtaining payment or performance related to the Obligations; or (g) any discharge ofGuarantor as a matter of applicable Legal Requirements (other than the discharge of Guarantor

with respect to the Obligations as a result of payment or performance of the Obligations in

accordance with their terms).

4. To the fullest extent permitted by Legal Requirements, Guarantor hereby

expressly waives: (i) any and all rights or defenses arising by reason of any Legal Requirement




3119961

which would otherwise require any election of remedies by the Seller Parties; (ii) promptness,

diligence, grace, notice of the acceptance of this Guarantee and of the Obligations, presentment,demand for payment, notice of non-performance, default, dishonor and protest, notice of the

Obligations incurred and all other notices of any kind, all defenses which may be available by

virtue of any valuation, stay, moratorium Legal Requirement or other similar Legal Requirement

now or hereafter in effect or any right to require the marshalling of assets of the Genstar Entitiesor any other Person now or hereafter liable with respect to the Obligations or otherwise

interested in the transactions contemplated by the Agreement; (iii) all suretyship defenses

generally; and (iv) any and all notice of the creation, renewal, extension or accrual of theObligations and notice of or proof of reliance by the Seller Parties upon this Guarantee or

acceptance of this Guarantee. The Obligations shall conclusively be deemed to have been

created, contracted or incurred in reliance upon this Guarantee, and all dealings between theGenstar Entities or Guarantor, on the one hand, and the Seller Parties, on the other hand, shall

likewise be conclusively presumed to have been had or consummated in reliance upon this

Guarantee. Guarantor acknowledges that it will receive substantial direct and indirect benefits

from the transactions contemplated by the Agreement and that the waivers set forth in this

Guarantee are knowingly made in contemplation of such benefits.

5. No failure on the part of the Seller Parties to exercise, and no delay in exercising,

any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or

partial exercise by the Seller Parties of any right, remedy or power hereunder preclude any otheror future exercise of any right, remedy or power. Each and every right, remedy and power

hereby granted to the Seller Parties or allowed it by Legal Requirement or other agreement

(including the Agreement) shall be cumulative and not exclusive of any other and may be

exercised by the Seller Parties at any time or from time to time. When pursuing its rights andremedies hereunder against Guarantor, the Seller Parties shall be under no obligation to pursue

such rights and remedies it may have against the Genstar Entities or any other Person for theObligations, and any failure by the Seller Parties to pursue such other rights or remedies or to

collect any payments from the Genstar Entities shall not relieve Guarantor of any liability

hereunder, and shall not impair or affect the rights and remedies, whether express, implied oravailable as a matter of law, of the Seller Parties.

6. This Guarantee is a continuing Guarantee and shall be binding upon Guarantor

until the complete and indefeasible payment, performance and satisfaction in full of the

Obligations, in the event the Obligations arise pursuant to the Agreement. Notwithstanding theforegoing, this Guarantee shall terminate and Guarantor shall have no further obligations under

this Guarantee (i) as of the termination of the Agreement in accordance with Article 11 thereof

under circumstances in which no Obligations are payable or (ii) following the termination of the

Agreement in accordance with Article 11 thereof, if Obligations are payable as of such

termination, at such time as such Obligations are no longer payable.

7. Each party hereto hereby unconditionally and irrevocably agrees that it (i) shall

not institute, and shall cause its affiliates not to institute, any Claim asserting that this Guarantee

is illegal, invalid or unenforceable in accordance with its terms and (ii) will comply in allrespects with all applicable Legal Requirements and orders to which it may be subject if failure

to so comply would impair its ability to perform its obligations under this Guarantee.




3119961

8. Guarantor hereby agrees that the Obligations shall not be deemed to have been

released, dismissed, impaired, reduced, discharged, paid, observed or performed or affected asthe result of the bankruptcy, insolvency, disability, dissolution, termination, receivership,

reorganization or lack of corporate or other power of Parent, and Guarantor’s liability in respect

thereof shall continue and not be discharged, including the case where any payment or

performance thereof by Parent is recovered from or paid over by or on behalf of the SellerParties by reason of a fraudulent transfer by Parent, or as a preference in any bankruptcy of

Parent. The Seller Parties shall not be obligated to file any claim relating to the Obligations in

the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, andthe failure of the Seller Parties to so file shall not affect Guarantor’s obligations hereunder. In

the event that any payment to the Seller Parties in respect of the Obligations is rescinded or must

otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder withrespect to the Obligations as if such payment had not been made.

9. No waiver, modification or amendment of any provisions of this Guarantee shall be effective except pursuant to a written agreement signed by the Seller Parties and Guarantor,

and then such waiver shall be effective only in the specific instance and for the purpose for

which given. This Guarantee shall be binding upon and inure to the benefit of the successors-in-interest and permitted assigns of each party hereto. No rights or obligations hereunder shall be

assignable (by operation of law or otherwise) by Guarantor or the Seller Parties without the prior

written consent of the Seller Parties or Guarantor, as the case may be.

10. This Guarantee may be executed and delivered (including by facsimile or other

electronic transmission) in one or more counterparts, and by the different parties hereto inseparate counterparts, each of which when executed shall be deemed to be an original but all of

which taken together shall constitute one and the same agreement.

11. This Guarantee shall be governed by and construed in accordance with the laws of

the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Any Claim seeking to enforce any provision of, or based

on any matter arising out of or in connection with this Guarantee shall be governed by Section14.10 of the Agreement. The limitations contained in Section 12.4(h) of the Agreement shall

apply to any Claim hereunder. This Section 11 shall survive termination of this Guarantee.

12. Guarantor agrees to pay on demand all reasonable out-of-pocket expenses

(including reasonable fees of counsel) incurred by the Seller Parties in connection with the

enforcement of their rights hereunder if (i) (A) Guarantor asserts in any Claim that thisGuarantee is illegal, invalid or unenforceable in accordance with its terms and (B) the Seller

Parties prevail in such Claim or (ii) Guarantor fails or refuses to make any payment to the Seller

Parties hereunder when due and payable or perform any obligation hereunder when required to be performed, and it is judicially determined that Guarantor is required to make the payment or

perform the obligation hereunder.

13. All notices, requests, claims, demands and other communications hereunder shall

be given by the means specified in the Agreement (and shall be deemed given as specified

therein), as follows:




3119961

If to Guarantor:

Genstar Capital Partners VI, L.P.

Four Embarcadero Center

Suite 1900San Francisco, CA 94111-4191

Attention: Eli P. Weiss

Facsimile No.: (415) 834-2383

with a copy to:

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, CA 90067Attention: Michael Kaplan

Facsimile No.: (310) 203-7199

If to the Seller Parties, as provided in the Agreement.

14. EACH PARTY, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY,

WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR

RELATING TO THIS GUARANTEE OR ANY OF THE TRANSACTIONSCONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, OR

OTHERWISE.

15. This Guarantee constitutes the entire agreement among the parties hereto with

respect to the Obligations and supersedes all prior agreements and understandings, both written

and oral, among the parties hereto with respect to the Obligations and, except as specifically

provided herein, is not intended to confer upon any Person other than the parties hereto anyrights or remedies hereunder.

16. The parties hereto agree that they have been represented by counsel during thenegotiation and execution of this Guarantee and, therefore, waive the application of any Legal

Requirement providing that ambiguities in an agreement or other document will be construed

against the party drafting such agreement or document.

[Remainder of page intentionally left blank.]




IN WITNESS WHEREOF, Guarantor has duly executed and delivered thisLimited Guarantee as of the day first written above.

GUARANTOR:

GENSTAR CAPITAL PARTNERS VI, L.P.

By:

Name:

Title:


