May 17, 2012

“Development of the Infrastructure of the PCM” Settlement and Clearing Vincent R. Molinari, CEO of Gate Technologies

New Market Infrastructure The Value of a Centralized Marketplace

Alternative Marketplace Evolution

Mature, liquid asset classes such as listed equities, fixed income, foreign exchange, and commodities have all followed a similar path

© GATE Technologies LLC 2012

Voice BrokerageVoice Brokerage Electronic QuotationElectronic Quotation Electronic ExecutionElectronic ExecutionIn-Person Trading

In-Person Trading Book Entry TransactionsBook Entry Transactions

Opaque, illiquid market

Opaque, illiquid market

Transparent, liquid market

Transparent, liquid market

Mission & History

GATE Technologies, LLC (“GATE”) is a technology provider that brings transparency, efficiency, and liquidity to fragmented and opaque markets.

Market Acceptance & Current OperationsFounded in 2009, GATE has been successful in developing an electronic trading platform for alternative assets, and building awareness in the investment community.

• GATE US is a wholly-owned subsidiary, registered broker dealer, and operator of a registered ATS (Alternative Trading System). GATE has worked to create barriers of entry. successfully integrating with leading Order Management Systems (OMSs), developing proprietary taxonomy, and beginning to incorporate critical research and information.

• GATE Impact is a wholly-owned subsidiary, dedicated to building an electronic marketplace for Impact Investments: public and private investments that are designed to generate a financial return and to address social and environmental concerns

.

© GATE Technologies LLC 2012 1

Opportunity

Centralized Location for Trading in Alternative Assets

• GATE is positioned to become the primary destination for the electronic transaction of a range of alternative asset classes

• Significant demand exists for assets that currently lack a centralized trading location

• GATE believes that through new market infrastructure, alternative assets can be brought into the mainstream

• Already begun with Fidessa and Portware, GATE will continue the process of integrating its platform into leading Order Management Systems (OMSs), allowing market participants to access alternative markets through current systems for the first time

Bringing Financial Services onto the Web

• Rapid pace of web development has allowed businesses to emerge with disruptive products that change the way people do business (GroupOn, Square, Zynga)

• The financial industry, and alternative asset classes in particular, are stuck in a paper-intensive world that is ripe for disruptive technology solutions

• GATE expects a migration to web-based services as the financial industry adopts e-commerce solutions

• The company is positioned to be a leader in this transition

© GATE Technologies LLC 2012 4

The Future of the Secondary Market

© GATE Technologies LLC 2011

“ The coming JOBS WAR “ Jim Clifton Chairman of Gallop

Increased institutional investment in late-stage private companies Greater participation from traditional asset managers

Continued centralization of transaction volume

Standardization of transaction processes and documentation

Growing regulatory oversight of private markets Adaptation of old rules to new market environment

Increased collaboration between transaction venues

Growing presence of dedicated research providers

Global expansion!

Expected TrendsExpected Trends

The Growing Secondary Market for Private Shares

© GATE Technologies LLC 2012

Developing MarketDeveloping Market

Secondary Private Equity Market growing dramatically

New market infrastructure needed to support expansion

Centralized electronic marketplaces will bring greater

transparency, efficiency, and liquidity

What’s behind the growth?What’s behind the growth?

Decline in smaller, venture-backed IPOs

Growing efficiency and maturity of the market

Time to IPO for venture backed companies has doubled

Need for capital formation for private companies / entrepreneurs

to foster job creation and economic growth

New technology infrastructure is required to support the evolution and expansion of the market

Bulletin boards were the first step toward a more centralized market Voice-brokerage models limited by personnel bandwidth Electronic systems can provide greater distribution and lower execution cost

Centralized electronic transaction venues benefit market participants

Transparency Better view of market activity for participants Enables regulatory oversight without additional regulation

Efficiency Electronic execution lowers transaction times Buyers & Sellers have more information on which to base decisions

Liquidity Connectivity increases potential liquidity sources Transparent market environment brings increased confidence Potential for private shares to be held in street name

New Market InfrastructureBenefits for Market Participants

© GATE Technologies LLC 2012

• All-Institutional marketplace for multiple alternative asset classes

• No cost to join, research, list and bid

• Transaction fees cover clearing and settlement costs

• Global community of investment banking and trading counterparties

• Comprehensive listings of bids and offers for each security in each asset class

• Bid or offer securities on a firm, IOI, negotiated or blind auction basis

• Full support from GATE through the transaction process

GATE US LLC is a New York-based broker-dealer, member FINRA and SIPC, that provides a regulatory-compliant market infrastructure for the transacting of restricted, illiquid and alternative assets through its GATE Pro trading platform.

•GATE Pro is a transparent electronic platform for the secondary trading of private company stock, Rule 144 & 144A equities, and warrants. •GATE received QMS (Qualified Matching Service) status via a private letter ruling from the US Department of Treasury.

GATE USMember FINRA SIPC MSRB

Through the GATE Pro platform, asset managers and their clients may gain access to liquidity for portfolio holdings and unique investment opportunities in high-growth private companies.

GATE is also in extensive talks with a leading private equity firm to create a new exchange for trading limited partnerships, which could provide a new venue for buying and selling stakes in hedge funds, private equity funds, and venture capital funds.

© GATE Technologies LLC 2012

The Comprehensive End to End Solution

© GATE Technologies LLC 2012

GATE’s platform brings transparency to the marketplace by giving users access to the full order book for any given security, in a transactional environment that allows direct, anonymous negotiation between buyer and seller

Once a trade is executed, monitor settlement process in real-time

Once a trade is executed, monitor settlement process in real-time

Fully-transparent two-sided market for any security: •Firm bids/offers

•Indications of Interest

Fully-transparent two-sided market for any security: •Firm bids/offers

•Indications of Interest

Settlement Process

© GATE Technologies LLC 2011

Pre-TradePre-Trade

Prior to listing any asset for sale, the operations team verifies the asset by contacting the company or issuer. This allows us to verify that the asset is transferable and ensure that any restrictions or trading rules set by the company are displayed to the potential buyers. At this time we introduce ourselves to the company introducing ourselves to more potential clients. The GATE process gives added protection and comfort to both buyers and sellers THE Platform creates a GATE ID Issuer Services is created for company

Settlement Process

© GATE Technologies LLC 2011

Post-TradePost-Trade

When a trade occurs the GATE Platform begins the settlement process automatically. The buyer and seller are sent trade confirmations and agreements to be signed depending on the asset to be traded The escrow account is set up and the buyers instructions and final amount due are transmitted. The GATE operations group contacts the company and informs them of the transfer and works on behalf of the buyer to get new securities issued. Once transfer in complete all funds are disbursed via the escrow accountBoth the buyer and Seller can track the progress in our settlement screen. This is also available for their back

office.

Regulatory Compliant infrastructure Listing standardization Reporting and post investment

Information and analytics. News and content Non security social media sharing Centralized location

Capital Formation Raising Capital

Manage all those that have access to

The deal.

See all activity including what documents

Viewed and manage orders

Document creation

PPM numbering and protection

Creation of issuer services

Custom issue web portals

Capital FormationDeal Management

Customer Accounts

Manage users from sign up through transactions Risk management for every account Archive of all activity

Actionable Knowledge

© GATE Technologies LLC 2012

Comprehensive view of orders across the GATE platform by security type, sector, and issuer

country.

Comprehensive view of orders across the GATE platform by security type, sector, and issuer

country.

InfoEx: pushing relevant, actionable information directly to traders

InfoEx: pushing relevant, actionable information directly to traders

Regulatory-compliant venue for managing private placements adds efficiency to

capital formation

Regulatory-compliant venue for managing private placements adds efficiency to

capital formation

Electronic platform allows for comprehensive record keeping; unique GATE ID for each orderElectronic platform allows for comprehensive

record keeping; unique GATE ID for each order

GATE Technologies, LLC5 Penn Plaza

New York, NY 10001

www.gatetechnologies.com(212) 896.3983info@gatetechnologies.com