Global Corporate Secretarial, Entity Management, Enterprise Governance and Securities Management System

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2 Corporatek, EnGlobe, IntelliAct, IntelliAct Soft Minutes Book (ISMB), The Soft Minutes Book (TSMB), ActFlowTM and IntelliXTM are trademarks of Corporatek Inc. Any use or reproduction of such trademarks is strictly prohibited. The EnGlobe Board Portal, the Corporatek Central Administration Console and the Virtual Minutes Book (VMB) are copyrights of Corporatek Inc. Any use or reproduction of such copyrights is strictly prohibited.

3 Global Corporate Secretarial, Entity Management, Enterprise Governance and Securities Management System

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7 EnGlobe A transformative software system for Global Entity Management,Enterprise Governance and Securities Management Each generation of Corporatek Software Products Group s Global Entity Management Systems has created a new, increasingly powerful and thoughtful user experience through pioneering design and innovative technologies. EnGlobe sublimates this tradition. 7

8 The EnGlobe System

9 EnGlobe is the first-ever unified and truly global solution for Corporate Entity Management. A pure web RIA (Rich Internet Application) system, it formally parameterizes all known entity types, sets-out logically and organically all known securities, includes and self-fills all applicable regulatory forms and e-filings, governs all management bodies, meetings, minutes and agendas, streamlines all intellectual property management and tracking tools, provides all document automation and management systems and addresses all security, workflows, audits and reports to the most stringent compliance requirements and standards. A foundational software system specifically architected and engineered to address the global concerns and requirements of today s Corporate Secretaries and General Counsels, EnGlobe is an epochal system uniquely suited to the epoch we live in. EnGlobe is a state-of-the art, fully web-based Corporate Entity Management Software System that combines the power and wealth of functionalities of classic systems with the ubiquity and ease of deployment of a centrally-hosted Rich Internet system. 9

10 From highly-specific corporate entity management tasks, to the automation of the production of legal documents and regulatory forms and filings, En- Globe presents the user with a uniquely-complete, jurisdiction-contextualized software environment, that facilitates and streamlines many of the tasks and controls required for achieving the highest level of Corporate Compliance and Governance. Sound corporate governance is critical to your organization s performance. EnGlobe allows you to better track corporate records to prevent structural conflicts protect investor s interests and safeguard corporate well-being. EnGlobe is a fully web-based global software system designed for all of these functions: Document and Regulatory Form Production and Automation Reporting Automation (tables, charts, diagrams, etc.) All functionalities of the EnGlobe system have been designed and developed by Corporatek. Therefore, they do not require any additional utilities or software components from third-parties including, and notwithstanding the previous general statement, the organizational charting and diagramming system, the reporting and auditing systems, the workflow design and execution system, the search engines, the template coding system, the automatic documents, statutory and regulatory forms building systems, as well as document management, in addition to two-way integration mechanisms with other information systems. Corporate Secretariat Board & Management Business Entity Management Governance and Compliance Financial Management Securities Management Intellectual Property Management Consequently, the licenses of the EnGlobe system are total, in a way that clients will not need to acquire other product licenses, and will not have to deal with several and un-synchronized versions of modules from other software manufacturers. EnGlobe affords a multitude of operational and financial benefits to many stakeholders within an organization as is detailed on the following pages Risk Management

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12 EnGlobe for the Corporate Secretary

13 EnGlobe encompasses all essential activities of the Corporate Secretariat function of an organization. All legal operations revolving around decisions of the company s partners or shareholders are managed by the system, such as the lifecycle of mandates (appointments or elections, resignations, vacancies, etc.), the approval of financial statements or of any other legal operation that constitutes an intrinsic part of the company s operations. With EnGlobe, Corporate Secretaries can better manage legal and ownership structures, corporate history and minute books. Validations and structured controls ensure that your records are accurate, complete and compliant; so that you can attest their legitimacy with confidence. Corporate Secretaries can ensure corporate governance and transparency with EnGlobe due to the workflows, compliance auditor, board evaluation and survey features incorporated in EnGlobe. 13

14 Some of the more specific benefits for Corporate Sectaries, which produce gains in operational and financial efficiencies, enable confidence in ensuring good corporate governance, and flexibility for the distribution of important legal and compliance information, include: Management of mandates of Boards of Directors or Supervisory Boards members (or the equivalent according to the legal entity type), of Executives and Officers (or equivalent according to the legal entity type); Indemnification of Board members and Officers (or equivalent) or of any other person, in order to mitigate risks given a mandate for, or on behalf of, the business entity; Management of Signatories of a business entity, mainly for legal documents, transactions conducted in the normal course of business, bank accounts and entity establishments; Management of Committees of a business entity, such as the Executive Committee, Audit Committee, Appointment and Compensation committee, etc.;

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16 EnGlobe for the Legal Administration

17 Group All known entity types are formally parameterized; all known securities are logically and organically set-out; all applicable regulatory forms are included and are self-filling; all e-filing engines are available; all management bodies, their meetings, minutes and agendas are carefully thought out and implemented; all intellectual property management and tracking tools are presented and streamlined; all document automation and management systems are the result of years of research and development; and all security, workflows, auditing and reporting techniques are so well engineered, that they address and exceed the most stringent compliance requirements. Every entity, person, operation, meeting and relation has its own context document. Every file has its own document vault. And all corporate records are automatically posted in EnGlobe s Virtual Minutes Book, a unique software comparison to the physical Minutes Book that serves as a self-updating repository of corporate data, resolutions, by-laws and the many ledgers that allow legal tracking of the corporate entity 17

18 EnGlobe manages entities on a global scale -- an American Corporation or Limited Liability Company; a French S.A. or S.A.S., a Canadian Association, Trust or Insurance Company; a British PLC, Commonhold Company or Crown Corporation, a German Personengesellschaften or Kapitalgesellschaften or a Malaysian Bank or LLP -- all are handled by EnGlobe with equal precision and rigor and with definitive answers to all regulatory and compliance concerns. Power, functionality and ease of use...interwoven as never before. EnGlobe s Global Corporate Entity Management groups, in a single state-of-the art software environment, all functions related to the conduct of legal tasks of a corporation during its existence lifecycle, from incorporation to end-of-life, if any. Record-keeping, filing of legal and financial material and managing of relationships that impact the legal status of the corporation -- such as its relationships with its officers and directors as well as the entire spectrum of corporate secretarial functions -- are all carried out in a strong, precise, elegant and yet easy and fluid way. For the Legal Administration Group this means huge operational efficiencies, essentially saving the group time in responding to various departments requiring information. With EnGlobe, all parties who require quick and easy access to point-in-time information, can now access it from anywhere at any time of day, within the assigned of security permissions. Some of the more specific benefits for the Legal Administration Group, which produce gains in operational and financial efficiencies, enable confidence in corporate record keeping, expedite searches, diagramming, reporting and document production on all lifecycle events of subsidiaries, and flexibility for the distribution of important legal, include: Instant access to all current and historical Lifecycle Events by way of dashboards, views, searches and reports Instant access to all current and historical Principals and Committees by way of dashboards, views, searches and reports Instant access to all current and historical entity meetings along with management of invitations, attendance, agenda, minutes, voting, and all relevant documentation by way of dashboards, views, searches and reports Instant access to all current and historical Securities Transactions (including shares, debentures, options and warrants and an exhaustive list of various types of transactions)

19 by way of dashboards, views, searches and reports Instant access to all current and historical IP and Risk Matters by way of dashboards, views, searches and reports Instant access to compliance rules and EnGlobe s compliance auditor Instant access to all Persons information who have relationships with an entity Instant access to information on all external providers (for example, banks, auditors, registered agents, accountants, lawyers, etc) and their specific relationships to the respective legal entities Instant production of organizational charts with formatting rules that can be preset Instant point-in-time population of regulatory forms Instant point-in-time population of document templates (such as resolutions) Instant generation of point-in-time reports which users can customize themselves Instant access to shared Corporate and Person s Calendars Instant access to all required filings with their associated authorities, fees, deadlines, etc. complete with automatic tasks and reminders to ensure optimum compliance Alerts on any changes the user specifies they would like to be alerted to Instant access to point-in-time self-updating Virtual Minute Books and Corporate Summaries Access to initiate pre-defined workflows for document approval, document signature, merger, acquisition, etc. Ensured best practices through a EnGlobe s modulating interface in an entity file to conform to its specific entity type and jurisdiction Ability to manage any entity type worldwide due to EnGlobe s Entity Type Profiler which can be configured for every entity type of every jurisdiction (such as designations for the board, management, securities, etc.) Utilization of an intuitive user-friendly interface Instant access to tickler system complete with calendar items, tasks and reminders all of which can be received by as well 19

20 EnGlobe for the Corporate Governance

21 and Compliance Group With EnGlobe, ensuring subsidiary governance is as powerful as managing the parent organization itself. Persons relationships with the entities of a holding, signatories, banking information, registrations, risks management, intercompany agreements, governmental and securities filings, annual reporting... all are performed with ease. Business rules, alerts and document workflows can be set and applied to a subsidiary or a group of subsidiaries; organizational charts with percentage votes and percentage holdings direct and indirect are automatically generated, with the possibility to instantly search and highlight the jurisdictional or geographical percentage held. 21

22 Some of the more specific benefits for Corporate Governance and Compliance Group, which produce gains in operational and financial efficiencies, enable confidence in ensuring good corporate governance, and flexibility for the distribution of important legal and compliance information, include: Instant access to point-in-time customizable reports for a wide array of exposures, which are current, potential or anticipated events, and which have or may have an impact on the business entity s assets and liabilities and which must be in the auditor s report and notices to the partners/shareholders at the annual meeting, as per the applicable law. Exposures managed in EnGlobe include: Litigations, which are legal proceedings in which the business entity is one of the parties involved, either as a claimant, a defendant, or in any other capacity; Material Contracts, which are contracts or agreements made by the business entity having a monetary value beyond a certain threshold, as defined by the applicable financial standards, and/or bear a significant impact on the business entity s operations and financial statements; Governmental Filings and Authorizations, which are filings or applications made before a governmental or other regulatory body in order to obtain a subsidy, an authorization, or any other approval required by the applicable legislation; Audits, which are critical examinations of the business entity s operations, concerning its finance, a particular activity or its general status, as required by the applicable legislation: Off-Balance Sheet Commitments, which are conditional commitments provided by or received by the business entity, which do not appear in its financial statements; Merger Controls, which are operations made in the course of a merger involving the business entity, such as an aggressive take-over by another entity: Competition and Anti-Trust Proceedings, which are legal proceedings in which the business entity is involved, which concern competition or anti-trust issues, as per the applicable legislation; Investigations, which are enquiries made by regulatory bodies against the business entity concerning its

23 operations, or a particular activity performed by the business entity; Environmental Matters, which are issues involving the environment, such as an environmental accident (soil or groundwater contamination, leaks, etc.), ISO or assessment studies, a change in environmental regulation which will have an impact on the business entity s operations, etc. Instant access to point-in-time customizable reports for by-laws, regulations and resolutions Access to a compliance auditor ensuring compliance against managed business rules as stipulated in the by-laws and regulations of business entities Instant access to point-in-time customizable reports for tax registrations, including authorities, renewals, fees, and deadlines Management of filings, including associated fees, deadlines complete with automatic task and reminder creation Automatic task generation complete with reminders on renewals of all types of registrations and for all filing deadlines Automatic generation of regulatory forms Instant access to point in time insider reporting Instant access to point-in-time customizable reports on concurrent mandates of board members (or equivalent) and officers (or equivalent) as per the applicable regulations of the jurisdiction, Instant access to point-in-time customizable reports for registrations including authorities, renewals, fees, and deadlines Instant access to point-in-time customizable reports for business names, former names, assumed names and DBAs 23

24 EnGlobe for the Legal IT Group &

25 System Administrators Power Users EnGlobe is a full-web RIA (Rich Internet Application) and the EnGlobe database is a standard SQL database. The only maintenance required is on the servers, as there is zero footprint on the client machines. Installation, and application and content updates, are facilitated through EnGlobe s Central Administration Console [CAC] which greatly reduces time spent on installations and upgrades. EnGlobe was designed to incorporate the maximum of flexibility affording organizations the ability to customize the application for their specific requirements. An extremely granular security system is incorporated in EnGlobe, which allows the system to be used amongst an unlimited number of groups, people, and departments with the utmost confidence. 25

26 EnGlobe enables the integration with other databases seamlessly through the API system accessible within the EnGlobe interface, which offers both read and write abilities. System Administrators of the system can quickly and easily manage the security and auditing of the system with the ability to: Perform advanced searches with EnGlobe s comprehensive audit trail of every action performed for all users and even show the change in the data values themselves for modifications Create and manage an unlimited number of security roles assigning permissions or restrictions for view, create, update and delete functions for every component of the application Assign which groups of files users have access to in full-edit or read-only capacity or combination thereof Create an unlimited number of custom dashboards Create and manage an unlimited number of profiles (eg Director, Lawyer, Paralegal, Tax, etc.) which consists of specified and custom navigational structure for every profile Assign sensitivity levels for document access Create password protected documents

27 Set security at the field-level for creating, viewing or the ability to set it as hidden from view for specified roles System Administrators of the system can quickly and easily customize the system for their organization s specific requirements with the ability to: Create user-defined fields with many available types of fields (date, text, yes/no, pick list, etc.) Customize every data-entry form (with text instructions, re-labeling of field names, userdefined tabs, insertion of user-defined fields, removal of fields not required, etc.) Create custom workflows Create custom reports Create custom document templates Create custom Corporate Summary Sheets Create custom Virtual Minute Books System Administrators also have the ability to send out instructions and announcements to all users and be accessible on user s dashboards. Customize the visible navigation structure (renaming of navigation items, hiding navigation items from view if not required, etc.) 27

28 EnGlobe for the Risk Management

29 The EnGlobe Software System enables the user to perform risk management for business entities by tracking exposures. Risks, the actual, potential or anticipated liabilities of the business entity, must be disclose in its annual reports, audits reports and annual meetings, as per the applicable legislation in its native (or home) jurisdiction. As well, exposures must be taken into account in the annual report of the auditors to the Board and the shareholders. 29

30 Some of the more specific benefits for the Risk Management Group, which produce gains in operational and financial efficiencies, enable confidence in ensuring accurate reporting, ensuring the adherence of deadlines, and flexibility for the distribution of important legal and information, include: Instant access to all current and historical legal proceedings in which the business entity is one of the parties involved, either as a claimant, a defendant, or in any other capacity. Basic information is managed such as the litigation identification, risk details and the actual judgment or settlement, as well as the legal and financial providers involved and associated documents Instant access to all current and historical legal material contracts or agreements made by the business entity which have a monetary value beyond a certain threshold, as defined by the applicable financial standards, and/or bear a significant impact on the business entity s operations and financial statements Instant access to all current and historical governmental filings and authorizations or applications made before a governmental or other regulatory body in order to obtain a subsidy, an authorization, or any other approval required by the applicable legislation Instant access to all current and historical audits which are critical examinations of the business entity s operations, concerning its finance, a particular activity or its general status as required by the applicable legislation Instant access to all current and historical off-balance sheet commitments which are conditional commitments provided by or received by the business entity which do not appear in its financial statements Instant access to all current and historical merger controls which are operations made in the course of a merger involving the business entity, such as an aggressive take-over by another entity.

31 Instant access to all current and historical competition and anti-trust proceedings which are legal proceedings in which the business entity is involved which concern competition or antitrust issues as per the applicable legislation Instant access to all current and historical investigations which are enquiries made by regulatory bodies against the business entity concerning its operations or a particular activity performed by the business entity Instant access to all current and historical insurance policies which is also a way of transferring the risk to a third-party, who will bear it instead of the policy owner. This Insurance Policies heading tracks insurance policies of the managed entity and its subsidiaries Instant access to all current and historical environmental matters which are issues involving the environment such as an environmental accident (soil or groundwater contamination, leaks, etc.), ISO or assessment studies, a change in environmental regulation which will have an impact on the business entity s operations, etc. Instant access to all current and historical indemnifications of authorized representatives or proxies for any action or decision taken while on duty 31

32 EnGlobe for the Finance, Tax and Treasury Groups EnGlobe manages the Financial Information of a business entity which, along with its Governance and Securities Management features, allows for a systematic tracking of business entities transactions and financial management. Some of the more specific benefits for the Finance, Tax & Treasury Groups, which produce gains in operational and financial efficiencies, enable confidence in ensuring accurate reporting, ensuring the adherence of deadlines and renewals, and flexibility for the distribution of important legal and information, include:

33 Ability to manage and report on fiscal periods while automatically creating the required and associated tasks and alerts, and can automatically generate the required documentation Ability to track and manage financial statements within the integrated spreadsheet or they can import financial data in EDI, XML or any other available format, to track and manage financial statements within the application Ability to track and manage all relevant information pertaining to bank accounts, its signatories with their powers and limits Ability to track and manage key financial data concerning a business entity, such as the turnover, equity, balance sheet results, etc. Coupled with the Securities Management System, this section allows users to calculate key results, prepare reports and produce documents related to financial data selling security classes, market values, and stock market information Automatic computations of the Financial Securities Valuation, by appropriately selecting the relevant method of either FIFO or the Weighted Average Cost method Instant access to point-in-time organizational charts with multiple available formats including those required for tax purposes Instant access to point-in-time charts and reports for current and historical securities, transactions, and securities holders Instant access to virtual minute book including registers of all principals, securities, securities holders, and share certificate. Ability to track and manage information concerning shareholders accounts, which must be created in various jurisdictions around the world for fiscal considerations Ability to track and manage the value of a portfolio over time as a result of purchasing and 33

34 EnGlobe for the Board of Directors The Board Portal represents a powerful tool for board members as well as the Corporate Secretariat function. With its modulated interface according to the legal entity settings, it centralizes in one location all necessary information and documents required to conduct a meeting of the Board of. It also includes sections for managing Board member terms, as well as Board meetings and resolutions. Authorized users can access the Board Portal from their computers, smart phones (iphone), ipads, or Window 7-powered tablets. Some of the more specific benefits for the Board of Directors, which produce gains in operational and financial efficiencies, include: Global multi-platform and uninterupted access to required documents and information, in a secured environment from desktops, laptops, ipads, etc. Maximizing meeting productivities and decisionmaking processes User-friendly working environment Access to the Board Portal as per user profiles and roles Reduction of travel expenses Capitalization of information and documents already being managed by the same Corporate Entity Management System Instant communications including chat, , and video conference to other board members Instant access to all current and historical meetings with all associated attendees, documents, agendas, and voting Access to an unlimited number of boards for which the board member serves Access to an unlimited number of meetings for which the board member is a part of Access to an unlimited number of committees for which the board member serves Access to an unlimited number of data rooms (virtual meeting rooms) Access to an unlimited number of documents and reports (for which the board member has been given the security permissions to view) Access to all company, persons, and externals information already being managed within EnGlobe by Legal Administration (for which the board member has been given the security permissions to view) Zero set-up fees No required minimum number of board licenses

35 EnGlobe for the Intellectual Property Group EnGlobe allows you to manage all aspects of intellectual property. Intellectual property, the intangible goods owned by a business entity, are protected by national laws, as well as by international treaties, which are subsequently tracked and managed within EnGlobe in great depth and with great ease. Some of the more specific benefits for the Intellectual Property Group, which produce gains in operational and financial efficiencies, enable confidence in ensuring accurate reporting, ensuring the adherence of deadlines and renewals, and flexibility for the distribution of important legal and information, are due to the following: Instant access to customizable point-in-time reporting on all trademarks, patents, and domain names Instant access to all current and historical licenses, registrations, associated legal proceedings, transfers, deposits, and all other details related the applications of intellectual property matters Automatic task generation complete with reminders based on all renewal and expiry dates 35

36 EnGlobe for All

37 EnGlobe can benefit multiple stakeholders of an organization, each with respect to their own specific requirements. However, EnGlobe affords much of the same benefits in operational and financial gains to all stakeholders including: Global entity management for entities of every legal form in every jurisdiction worldwide Centralized shared database accessible from anywhere as EnGlobe is a fully web-based Rich Internet Application Total integration eliminating the need for any third party software systems which eliminates potential pitfalls in deployment, versioning, support, updating and upgrading. All functionalities of the EnGlobe system have been designed and developed by Corporatek including organizational charting, reporting, document template creation, document automation and management, automatic form production, and workflows. Flexibility to configure the system as per your organization s requirements including custom fields, dashboards, lists, data entry forms, reports, searches, data validation rules, common operations, document and document package templates. Granular 7-layer security system including log-in by either username/password, or active directory integration for single sign-on, roles, locations, document sensitivity levels, document password protection, field level security, and an extensive auditing system. Intuitive, multilingual, modulating and user-friendly interface 37

38 Built in and customizable workflow automation Document Template Creation Ability to edit documents on the fly without the use of a separate word processor One-click point-in-time document production and automation One-click point-in-time regulatory form production and automation One-click point-in-time virtual minute book production including all registers One-click point-in-time corporate profile production Customizable reports One-click point in time report production Best practices incorporated through a modulating interface, customizable data validation, and automated tasks, alerts and reminders. Corporate compliance ensuring all company laws are adhered to, filings and renewals of registrations, etc. are met Ability to integration with other software systems with EnGlobe s integrated API queries Ability to manage calendar events and integrate with Outlook Customizable dashboards One click customizable common operations Experienced company providing state-of-the art solutions with a distinguished list of long time clients Unlimited number of records can be managed (including unlimited number if entities which can be managed) Unlimited support included All software updates and upgrades included All regulatory form updates included and provided on an as-need basis Training Services Implementation Project Management Services Legacy Database Conversion Services

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40 Montréal Toronto New York Paris Corporatek Inc. Corporatek Inc. Corporatek Inc. Corporatek France SAS 1255 Greene avenue 5th floor Westmount, QC, Canada H3Z 2A4 20 Bay Street Suite 1205 Toronto, ON, Canada M5J 2N8 757 Third Avenue New York, NY USA 23 Balzac 4ième étage Paris France