Verified Complaint & Exhibits Redacted

EFiled: Jun 01 2016 04:20PM EDT
Transaction ID 59082410
Case No. 12297-VCS
12297 - VCS
REDACTED
PUBLIC VERSION
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.

Case No. 12297-VCS

Case No. 12297-VCS

Case No. 12297-VCS
EXHIBIT B
14th
Michael G. Gaynor, CEO, BidClerk, Inc.
EXHIBIT C
08/20/14
CALLAWAY Management Presentation

Cincinnati, OH
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
01
SECTION ONE
INTRO SLIDE CALLAWAY
Strength of the Combination

Data Leader:
Network Effect:
Geographic Reach
Timely, Accurate & Actionable
Broad & Deep Coverage with
Docs
Improved Data Analytics

Enhanced Sales Effectiveness
Unique Customer Sourced
Data
Technology Leader:
Large Addressable Market:
Process Improvement SaaS

Integrated Data Collection
Integrated & Efficient Back
End
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 Contractors
The iSqFt Network

A vibrant marketplace of 600,00
registered users, is comprised of
general contractors,
subcontractors, manufacturers,
suppliers and distributors,
architects and engineers, and
project owners
Subcontractors
Document Management,
Contact Management,
Communication, Bidding,
Prequalification, Project
Leads, Takeoff
Network Promotion,
Project Leads, Lead
Management, Takeoff
Manufacturers
Lead Management,
Network Promotion,
Advertising, Report
Management, Takeoff
Project Owners
Contact Management,
Communication, Bidding
Architects & Engineers
Suppliers & Distributors
Contact Management,
Communication, Bidding
Project Leads, Network

Promotion, Takeoff
Compelling Value Proposition

Value Proposition for General
Contractors
Value Proposition for

Subcontractors
Value Proposition for

Manufacturers
Industrys 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 potential
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 project
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 identify

customers and construction
project needs
Generate custom reports on
competition
BidClerk Company History

2002
02- 03
Formed as Builders Information Group with VC by Adobe Ventures & Archie Cox
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 upstream
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 email
alerts when they are bidding a project
Analyze specification rates

Understand trends over time by territory, USA or
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, engineers

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
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
10
02
SECTION TWO
Operations Overview
11
iSqFt Table of Contents

Products, Services and Technology
Sales organization and gotomarket strategy
Content management
Product development
Technology infrastructure
12
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
General Contractor Preconstruction Management Process

Load Projects /
Document Management
Create new projects on

iSqFt Network
Upload plans, specs,
schedules, addenda and
any other documents
Identify Subcontractors
/ Contact Management
Prequalify
Subcontractors
Invite
Subcontractors to
Bid
Access the largest

database of
subcontractors in the
industry
Use iSqFts
prequalification system
to review subcontractor
credentials
Send invitations to bid

(ITBs) to selected
subcontractors through
the iSqFt Network
Invite known
subcontractors to
review project info
Save and manage

qualified subcontractor
contacts
Manage and control

access to project data
Manage Bids
Communicate project
updates
Receive & review bids
Notify awarded parties
13
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
Subcontractor Lead Management Process

Discover Projects
Browse iSqFts list of local

data projects; or set up
custom automatic searches
based on personal
preferences
Receive invitations to bid
from general contractors
Digital Takeoffs
Submit Project Bids
Submit data and credentials

to complete individual
project prequalification
requirements
View and download

detailed plans and
specifications from the
project listing
Complete iSqFts universal

prequalification
Use iSqFts Takeoff tool to

take accurate
measurements straight
from the digital data
Submit bids for work

through information
provided by iSqFts online
interface - general
contractor bidders and/or
project owner
Prequalify for Projects
Win Work
Receive notifications of
winning bids through the
iSqFt Network
Connect with general
contractor to receive future
work and become eligible
for private projects
14
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
Manufacturer Sales Opportunity Process

Specify Lead Criteria
Input criteria for potential

customers into the iSqFt
system
Search Bid Data For

Matches
Utilize iSqFts search
functionality to find project
bid data from potential
construction market
customers
View Construction
Project Data
View and download
detailed plans and
specifications from the
project listing
Identify customer needs by
viewing detailed plans and
specifications
Promote Products
Promote and advertise
construction products to
prospective customers with
identified needs
Run Reports
Access custom iSqFt sales

and design reports to
identify the latest trends
and needs of customers to
adjust future strategy
15
iSqFt Sales Organization
16
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 (70125% Leverage)
Sales Managers - based on Team ACV (30-50% Leverage)
17
iSqFt Go to Market (Sales)
18
iSqFt Total ACV Jan-Jul (i4S Only)

Improvements driven by:
Achieve Global
Gray Space Analytics
Marketo
Cold Call
Takeoff
Email Marketing
Corporate Website
Call In
Application
Jan-Jul '12
Jan-Jul '13
Jan-Jul '14
19
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
20

Content management
Product development
21
iSqFt Efficient Content Sourcing Model and Quality
Market reporters maintain

relationships with architects,
engineers and project owners
to capture public project
information
Leverage strategic
partnerships in local markets
to ensure the most up-to-date
project information
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 as
small and mid-sized GC
In contrast to its competitors,

26% of all content is user
generated, with up to 35% in
mature markets
22
iSqFt Market Leading Content and Proprietary Data
23
iSqFt Research Staff
24
iSqFt - Research Team Structure

Director of Market Reporting
Market Development Mgr
Market
Reporting Mgr
Quality Mgr
Formatting
POC
Market Lead
Reporter III
Reporter II
BC
BCC
Civil
Quality
Analysts
Reprography
Mgr
Data Analyst
EPV Team
Report I
Partners
Offshore
Efficiency
Application
Reprography &
Partner
Support
25
iSqFt Content Collection Process w/touches
26
iSqFt Cost per Public Project Acquired
27

Content management
Product development
28
iSqFt Product Management & Marketing

Henry Purdy
CMO
Salesforce
Admin
Marketing
Mgr
Sub PM
GC PM
Content
Mgr
Communic
ations Mgr
Digital
Marketing
Mgr
BPM PM
User
Experience
PM
Systems
Admin
Systems
Admin
29
iSqFt Product Development Process

Idea
FRD
Review
Functional
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)
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
Release
Prep
3 Months
Release
Market
Requirements Doc
Release
MRD
Review
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
31
iSqFt Product Roadmap
32
Product Delivery Organization

Alex Hart
CTO
Development
Manager
Quality Manager
Director of
Infrastructure
Software
Engineers-14
Quality
Assurance
Analysts-5
System Admin-3
External
Engineers-3
QAA & Testing

Automation
Engineer
Operations - 3
Co-op Program-2
System Analyst
DBAs-5
Application
Architect
Application
Architect
Support-2
33
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
34
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
35
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
36
03
SECTION THREE
Operation Overview
37
BidClerk Table of Contents

Content management
Product development
38
BidClerk for Manufacturers

Building Product Manufacturer Statistics
US & Canadian Project Lead Data
Searchable Data & Documents
Launched in 2012
Visual Analytics
Multi-format data feeds
Marketing tools (Architect Direct)
Fast-growing market entrant with more

than 350 building product manufacturer
enterprise subscribers
$4M Total Contract Value
Manufacturer Sales Opportunity Process

Specify Lead
Criteria
Multi-field faceted
search delivers
instant results
Smart & exact
keyword search
Searchable
Documents
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
Construction
Project Data
View and download
detailed plans and
specifications from
the project listing
Identify customer
needs by viewing
detailed plans and
specifications
Promote
Products
Automatically send
emails to project
architects and
engineers in their
design stages
Multi-format
data feeds
Integrate BidClerk's
leads directly into your
systems through
customizable import
and delivery methods to
meet the needs of your
organization.
CSV, XML, PDF
39
BidClerk for Contractors

Contractor Product Statistics
US & Canadian project lead data
Plans & specifications
Access to key decision makers
Key trade & project details
Marketing tools (Bidders directory)
15.5k active subscribers
Recurring subscriber revenue of $14.6M
Contractor Sales Opportunity Process

US & Canadian
project lead
data
Project database
with over 500k
projects
2k new and
updated projects
per day
Plans &
specifications
Keyword searchable
documents
Download the exact
files that you need.
Access to key
decision makers
Searchable
trade details
Over 300k contacts
Keyword search
Detailed contact
data
Multi-field faceted
search delivers
instant results
170k companies
Bidders
Directory
Network with
bidders on projects
using our Bidders
Directory.
40
BidClerk Subscription Products

Trial
Contractor
Enterprise
3 day trial
100 page views
Architectural Directory
25 page views
Bidders Directory
Bidders Directory
Bidders
Directory
LinkedIn
LinkedIn
Plans & Specs

(additional fee)
Searchable Plans / Specs
Searchable Plans & Specs

(add. fee)
Dedicated Customer Care
LinkedIn
1 state
3 states
XML Delivery
Customizable region
access
Spec Analytics
41
BidClerk Sales & Service Team Structure

Contractor Sales
Service Team
Enterprise Sales
Director of
Customer
Service
VP of Building
Products Group
VP of Sales
Sales
Manager
Sales
Manager
Director of Sales
Director of Sales
Contractor
Team Lead
Contractor
Enterprise
Sales Reps
Sales Reps
Sales Reps
Sales Reps
CS Reps (6)
CS Reps (3)
Sources
Sources
Web Leads
Cold Calling
Enterprise
Team Lead
Reactivations
Existing
Relationships
Cold Calling
Trade Shows
42
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
43
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
44
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
engagements per day
Inside Sales is expected to make
Trade shows
45
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
46

Content management
Product development
47
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. region
or 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
48
BidClerk Research Team Structure

VP of Information
Services
Research Manager
Regional
Team A
Regional
Team B
Regional
Team C
Public
Team
National
Team
Associate Editors
Editorial Coordinators
National Bid
Reporters
Architectural
Reporters
Bid Reporters
Public Data
Reporters
Research
Reporters
Documents
Team
49
BidClerk Offshore Staffing
50
BidClerk Reporter Roles

Document Team
Research Reporter
GC Bid Reporter
Process documents for correct

labeling and trade classification
Research via phone, internet,

and email
Researches new unpublished
leads

and email
Projects from general contractors
Public Data
Architectural
National Bid

and email
Projects from government
entities

and email
Projects from architects

and email
Projects from national owners
and GCs
Editorial Coordinator
Associate Editor
Training
Quality Assurance
Assists associate editor
Quality Assurance
Responsible for all content
published in their designated
region / segment.
51
BidClerk Growth by Project Category
52
BidClerk Research Team Cost Per New Project
New Projects
Cost Per Project
2010
2011
2012*
2013
53
BidClerk Research Team Cost Per Project Update
Project Updates *
Cost Per Update
2010
2011
2012
2013
54

Content management
Product development
55
BidClerk IT Organization
IT Organization FTEs
CIO
Sr. Developer
/ Linux Admin
Database
Administrator
Data Analyst
Project
Manager
Business
Analyst
Web Design UI/UX
Quality
Assurance
Software Dev.
Manager
Sr. Software
Developer
Software
Developer (3)
56
BidClerk Fully-Integrated, Single Backend

& Data Collection Solution
Single Platform Management Solution for
Sales, Customer Support, Editorial, Financial,
& Operations
Fully Customizable Interface, Assignments,
& Reporting Framework
Easily Integrated with third-party applications
57
BidClerk Product Development Process

Define Project
Objectives &
Scope
Construct Initial
Plan
Project purpose is
verified
Detailed project
objectives
developed
Scope is determined
& sub-projects
created if necessary
Organize Teams
Divide Work
Estimate Duration
Commence work based

on plan changes
Re-analyze Current
Status
Continue with cycle until
project is complete
Finalize Plan
Execute Plan
Clearly define
objectives, time
frame, and
deliverables
Make adjustments to help

reduce risks,
accommodate scope
changes & to compensate
for activities that have not
occurred on schedule
Analyze progress
Project evaluation
reports addressing
concerns
Close Project
Archive Project Materials

Final Project Report including Ways to Improve
58
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
59
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
60
BidClerk LAN Topology
LAN is CAT6 dual data ports

for 100 + workstations and
commercial grade wireless
Cisco gigabit backbone with

AT&T 100Mbps fiber data
pipe
Physically separated voice,

data, and external SIP
network, Layer III POE
switches for phone and
wireless systems
Checkpoint Firewall / SSL

VPN Secure Platform
VoIP phone system with

Windows-based call queue
and management
61
BidClerk Logical Enterprise System Diagram
Java
Spring 3
Apache Tomcat
Apache SOLR
MS SQL 2008 R2
JQuery
62
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
63
05
SECTION FIVE
FINANCIALS
64
Table of Contents Financials by iSqFt & BidClerk
65
65
Historical and Projected iSqFt Financial Overview

Historical Period
2008
iSqFt is projecting strong

organic revenue growth
and margin expansion
Financial projections
presented on a standalone basis
2009
2010
2011
Projected Period
2012
2013
2014E
2015P
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. EBITDA excludes capitalized software.
66
iSqFt Revenue Quality and Visibility
High quality revenue underpinned by a large subscription revenue base

visibility on a June 2014 run-rate basis
iSqFt maintains
visibility into 2014E revenue and
Growing Subscription Revenue Base
2014E Revenue Visibility

As of June 30, 2014
2014 Projected Revenue
Revenue Visibility
June 2014 Visible Revenue on Current Contracts
Revenue Visibility
June 2014 Run Rate
2008
2009
2010
Recurring Revenue
2011
2012
2013E
2014P
($ in thousands)
67
iSqFt Growth Outperforms Industry
Growth of the U.S. nonresidential construction market is expected to accelerate, reaching

iSqFt growth has outpaced the nonresidential construction industry since 2007
by 2016
68
iSqFt Revenue Retention
iSqFt maintains industry-leading revenue retention rates
Dedicated staff focused on ensuring high retention for each customer segment
Steadily improving retention, based on focused efforts and improving market
Subcontractor Revenue
Retention Rate
General Contractor
Revenue Retention Rate
Total Retention
2011
Source: Management.
2012
Manufacturer Revenue
Retention Rate
Total Retention
2013 2014 YTD
2011
Source: Management.
2012
2013 2014 YTD
Total Retention
2011
2012
2013 2014 YTD
Source: Management.
69
Historical and Projected BidClerk Financial Overview

2008
BidClerk is projecting
strong organic revenue
growth and margin
expansion
Financial projections
presented on a standalone basis
2009
Historical Period
2010
2011
2012
2013
Projected Period
2014E
2015P
Revenue
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 compensation
70
BidClerk Growth Outperforms Industry
Growth of the U.S. nonresidential construction market is expected to accelerate, reaching

BidClerk growth has outpaced the nonresidential construction industry since 2007
by 2016
71
BidClerk Exceptional Retention Rates

Contractor Revenue
Retention Rate
Enterprise Revenue
Retention Rate
Total Retention
2011
2012
2013
Total Retention
1H 2014
2013
1H 2014
72
Diverse Revenue Base
Highly diverse revenue base, with no customer representing more than

total revenue in 2014
Combined Companies top customers comprise less than
of 2014 pro forma revenues
Top 10 Customers
BidClerk
iSqFt
Total
ACV
% of 2014
Forecast Revenue
Customer #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
73
73
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
74
05
SECTION FIVE
COMBINED BUSINESS STRATEGY
75
Table of Contents Combined Business Strategy
76

Data Leader:
Network Effect:
Geographic Reach
Docs

Data
Technology Leader:

End

Low Cost Provider
77
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
Adjusted EBITDA, as
a % of Revenues
18.8%
38.2%
78
Revenue Synergy in BPM Go-to-Market
79
Minimal Customer Overlap

Customer Overlap
Region
East
Midwest
South
Southwest
West
Grand Total
iSqFt Customers
Overlap
502
30
2,698
129
2,423
98
3,578
136
1,910
89
11,118
482
Grand Total
West
Southwest
South
Midwest
East
-
2,000
4,000
6,000
iSqFt Customers
8,000
10,000
12,000
14,000
Overlap
80
Pro Forma Revenue Synergies by Market Segment
81
Planning
Currently a
BidClerk
process
Public Bidding
Significant
Overlap
Private Bidding
Significant operational overlap:

Public sector bidding projects
Document collection and processing
Bid Results
~25% lift in project count
BidClerk
actively pursues
private sector
projects.
Documents
Bid Results
iSqFt is focused
on document
collection
BidClerk does
not pay for
documents
iSqFt is focused
on obtaining
bid results.
BidClerk
iSqFt
*Not to scale, for comparative purposes only
82
Planning
Public Bidding
No change
Planned
improvements
Private Bidding
Documents
Bid Results
No Change
Timeliness
Updates
Increase volume &

purchasing of
documents
to existing BidClerk process to create a best in class product.

Add
Combined organizations current
New organization
Synergy reduction
with an annualized savings of
Increase volume &

Updates
BidClerk
iSqFt
*Not to scale, for comparative purposes only
83
SUPPLY CHAIN
2 0 1 5 Pro F orm a
Before Synergies
Base C ase
Aggressive C ase
C om m ents
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
C ost to Acquire Plans / Specs
Additional Content Provided by iSqFt Customer Sourced

Project Data
Scanning
Plan Acquisition
Courier Expense
Planroom Expense
Total
AGC Revenue Share Ex pense
Total
Rounded
84
Synergy Roadmap
Eliminate duplicative IT efforts & costs

Eliminate legacy systems & processes
Licensing
Support costs
Public & private sector bidding projects
Document collection on bidding projects
85
Synergy Roadmap: Technology
Reduction of 30 FTEs, SaaS licenses, and associated hosting costs

Allow decommissioning of many iSqFt systems
86
Pro Forma Cost Synergies: Technology

TECHNOLOGY
2 0 1 5 Pro F orm a
Before Synergies
Base C ase
Aggressive C ase
iSqF t Info Tech Ex pense

Payroll
iSqFt Hosting Fees
Less: Incremental Storage Needs
Other (licensing / telephone / supplies)
Total
$1,180.1
$1,180.1
$380.0
$380.0
($190.0)
($190.0)
$300.0
$300.0
$1,670.1
$1,670.1
BidClerk has Fully Integrated Extensible Environment

Consisting of: CRM, Subscription Manager, Project Lead
Assignment Engine and Subscriber Application
CRM Integrated into Platform With no Software License Expense
Order to cash & Rev Rec With No License Expense
BidC lerk Info Tech Ex pense

Payroll
C om m ents
$419.9
$419.9
$419.9
$419.9
$2,090.0
$2,090.0
$2,100.0
$2,100.0
BidClerk CoLo Hosting Fees

Other (licensing / telephone / supplies)
Total
Total
Rounded
87
Pro Forma Cost Synergies: Sales & Marketing

SALES & MARKETING
2 0 1 5 Pro F orm a
Before Synergies
iSqF t Inside Sales (N ew / Renew al)

Subcontractors
Base C ase
2 0 1 5 Pro F orm a
Before Synergies
Aggressive C ase
Base C ase
Aggressive C ase
M ark eting
iSqFt Activities
BidClerk Pay Per Click (PPC)
General Contractors (
Total
Total Marketing Activities

Other
BidC lerk Inside Sales (N ew )

Subcontractors
Total Inside Sales
iSqFt Credit Card Fees

iSqFt Channel Partner Payments
BidClerk Credit Card Fees
Total Credit Card Fees
iSqF t M anufacturer Sales (N ew / Renew

Manufacturers
Total
BidC lerk Enterprise Sales

Enterprise
Total Inside Sales
Rounded
88
Pro Forma Cost Synergies: General & Administrative

GENERAL &
ADMINISTRATIVE
F inance
2 0 1 5 Pro F orm a
Before Synergies
Base C ase
2 0 1 5 Pro F orm a
Before Synergies
Aggressive C ase
Base C ase
Aggressive C ase
Product Developm ent
iSqFt
iSqFt
BidClerk
BidClerk
Total Finance
Hum an Resources
Total Product Development

Technical Support
iSqFt
iSqFt
BidClerk
BidClerk
Total Human Resources

Ex ecutives
Total Technical Support

ALL Other G& A
iSqFt
iSqFt
BidClerk
)
Total Executive
BidClerk
Total Technical Support
M ark eting Staff

iSqFt
BidClerk
Total
)
Total Marketing Staff

Rounded
89
Pro Forma Operating Results 2014 - 2015
90
Subcontractor & BPM Upsell Path

Enterprise
Auto Search
Visual Spec
Contractors
Leads & Promotion
Takeoff
Walk-ups
Project Leads
Project Promotion
Lead Manager (Beta)
Unpaid
Contacts
Leads
ITB/RFQ/PQ Recipients
91
Monetize Unpaid Users
92
Materials Database
93
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
94

Data Leader:
Network Effect:
Geographic Reach
Docs

Data
Technology Leader:

End

Low Cost Provider
95
EXHIBIT D
iSqFt + BidClerk
Profit and Loss Report
EXHIBIT A
FORM OF LIMITED GUARANTEE
0.0 01
Exhibit A
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 of
Construction Software Technologies, Inc., a Delaware corporation (CST), BidClerk, Inc., a
Delaware corporation (BC and, together with CST, the Sellers), Fortis Advisors LLC, as
CST Stockholder Representative (CST Stockholder Representative) and Archibald Cox, Jr., as
BC 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 Delaware
corporation (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 the
Agreement 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 the
terms 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 instrument
contemplated 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 due
under 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 full
amount 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 with
respect 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 requisite
limited 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 in
accordance 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. Neither
the 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 the
Obligations) 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 any
agreement 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 or
any 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 or
hereafter 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 have
of obtaining payment or performance related to the Obligations; or (g) any discharge of
Guarantor 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 Entities
or 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 the
Obligations 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 the
Genstar 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 other
or 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 and
remedies 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 the
Obligations, 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 or
available 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 the
foregoing, 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 all
respects 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 as
the result of the bankruptcy, insolvency, disability, dissolution, termination, receivership,
reorganization or lack of corporate or other power of Parent, and Guarantors 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 Seller
Parties 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, and
the failure of the Seller Parties to so file shall not affect Guarantors 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 with
respect 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-ininterest 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 in
separate 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 Section
14.10 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 this
Guarantee 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 1900
San 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 90067
Attention: 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 TRANSACTIONS
CONTEMPLATED 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 any
rights or remedies hereunder.
16.
The parties hereto agree that they have been represented by counsel during the
negotiation 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.]
3119961
IN WITNESS WHEREOF, Guarantor has duly executed and delivered this

Limited Guarantee as of the day first written above.
GUARANTOR:
GENSTAR CAPITAL PARTNERS VI, L.P.
By:
Name:
Title:
Agreed to and accepted by:

THE SELLER PARTIES:
CST:
CONSTRUCTION SOFTWARE
TECHNOLOGIES, INC.
By:
Name:
Title:
BC:
BIDCLERK, INC.
By:
Name:
Title:
CST Stockholder Representative:

FORTIS ADVISORS LLC
By:
Name: Ryan Simkinm
Title: Managing Director
BC Stockholder Representative:
Archibald Cox, Jr.

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EFiled: Jun 01 2016 04:20PM EDT

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Michael G. Gaynor, CEO, BidClerk, Inc.

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CALLAWAY Management Presentation

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Strength of the Combination

Improved Data Analytics

Large Addressable Market:

Process Improvement SaaS

Growing BPM Offering

Verified Complaint & Exhibits Redacted

Verified Complaint & Exhibits Redacted