Acquisition Proposal

1. Acquisition Proposal Name, Title [Your Company Here] Date Here

2. Purpose of the Meeting • Validate TAC strategic initiatives and customer requirements • Articulate a solution that will improve time to market and platform initiatives across TAC's four strategic products • Provide a buy versus build case based on existing and future products, ability to scale • Discuss integration requirements

3. TAC Vision for the Market • Extend solutions from the business, to market to the desktop • Leverage platform to satisfy applications through alternative communication devices • Ultimate positioning as owning the activities and processes leading up to transactions

4. TAC Solutions • Four solution areas: • E-Marketplace Solution • Enterprise Solution • Business Services • Supplier Services • Current Product – [Add names here] • Joint venture between TAC and [Company] Result: A Leading provider of [Named] solutions

5. TAC Challenges • Lack of an non-developer extensible Enterprise Integration Framework • Time consuming and costly integrations (one-offs) in order to exchange data back and forth from buy-side and sell-side applications • Limited enterprise workflow capabilities. [add relevant quote from an analyst or customer]

6. Industry Responses • [TAC 1] recently purchased …. • [TAC 2] integrated …. to build out the solution. • [TAC 3] merged with…. • [TAC 4] purchased….. • [TAC 5] announced partnership…..

7. TAC Response • Integrations ….and deficiencies • Architecture model…and deficiencies • Current functionality..and deficiencies • In-House Professional service team Result: No Strong market story for integrated business processes

8. Customer Experience • High cost of customization and integration for the suppliers to connect with the sellers • Inability for the supplier to control and manage their business processes • Inability for TAC to “control the platform”, and the extended desktop!

9. Competitive Disadvantage • Lack of integration causes problems in terms of consistency and flexibility of data, as well as extraction and collection of data • Lack of Integration causes significant problems in supporting processes that go beyond corporate boundaries • High Integration and Customization cost to IBP users due to lack of a true development framework

10. Result is Loss of Business • Buyers and Sellers can’t achieve efficiencies offered by tightly coupled enterprise procurement and integrated business process solutions • Users won’t have constraints placed upon their design and management of their own internal business processes • This individuality is what gives each organization its competitive advantage, but if the cost is too high for custom solutions, the deal goes to another

11. Opportunity to Exploit • TAC to deliver a Process Centric Integration Framework that: • Lives at the platform level of CommerceOne products • Spans the four+ product lines • Delivers unified process, workflow and content in a seamless manner • Allows existing applications to be “re-used” to support larger business activities • Ownership of the desktop, from executive to line manager

12. Why Now? TAC's Strategic Imperative • Companies are evaluating third and fourth generation Internet-Based Procurement (IBP) software are paying close attention to workflow and integration capabilities as the deciding differentiator • IBP Prospects are demanding & costly: • deeper workflow functionality • ease of use for requisitioners and approvers • ease of administration • ease of integration with external workflow systems • ease of integration with supporting applications • automation of inter-enterprise business processes

13. SnapShot of Product Assets • Intellectual Property*: • Patent # • User Interface (UI) Integration Architecture (to be filed) • Database and Object Integration (to be filed) • Middle-Tier Server Architecture (tobe filed) • Personnel: • 9 total in Product team • 5 engineers, 2 QA, 1 production, 1 sales/marketing • All have signed employment packages for acquisition • Will relocate for 6mo+ *See comments on notes page

14. “The Product Solution” Product is an ….(mission statement here) Product empowers the business manager to ….(positioning statement here)

15. “The Product Solution” • In three-to four bullet points, identify the core components of your product so the audience understands what comprises the “product”

16. What is the Product? • Product Line Name • Components • Product Line Name • Components

17. Significance to TAC • Infrastructure Play for TAC's Suite of Solutions • Include the benefit statement here….. • This then….(identify results of an acquistion) • Pushes the TAC infrastructure into the organizations of the supplier community • Provides for even faster more consistent integrations at lower cost • Ensures the integration to disparate systems within the organizations of the supplier community • TAC controls the infrastructure of the the community, regardless of the marketplace, supplier, buyer or user. He who controls the infrastructure controls the desktop

18. Product Illustration or Architecture Graphic

19. Product Details • Add as many here as relevant

20. Looking Forward • Add product roadmap • This should only include items already on the drawing board or in development

21. Implication to TAC & its Customers • Unified customer interface • Ability to take integrations, package, and deliver as a single entity (object) as a product • Delivers a bridge to additional integrations • Lower cost of integration • Faster add-ons of new applications or modules

22. Implication to TAC & Customers • Simplified Customer Integration • Automatic population of forms • Solution (and incentive) for new application development • Competitive differentiator * Many of our future development projects are constrained not by resources, but by an undetermined market direction.

23. The TAC and Product Solution • Write a new mission statement that “would be the same messages as you would desire to be used in a press release” • Write a new positioning statement that would describe your vision of the post-acquisition product line • **this helps the audience ‘visualize’ the post acquisition scenarios

24. New Solution Benefits • Add all benefits here • Customer-facing, or oriented benefit statements

25. New Solution Benefits(continued) • Faster time to ….. • Faster speed of ….. • Lower costs yielding higher margins • Automation of …… • 50-75% reduction on …… • System optimization-audit trail and graphical analysis tools identify and correct bottlenecks, perform load-balancing, fully utilize resources, and reduce cycle times

26. Customer Messaging • TAC Product provides a consistent [what] that leverages existing [type of] investments while supporting new requirements to extend [user type] communities farther and faster • Complete capabilities that serve to [describe] gaps between an [TAC community and] commerce community – • End results: improved accuracy, reduced lead times, and decreased inventory costs, increased margins and unlimited trading opportunities.

27. Acquisition Benefits • Speed to market with a proven ….. • Immediate dominance and differentiation in the ….[name] • Next generation ……[product line] • Continued control of product direction • Ability to concentrate on core competency

28. Conclusion • Product offers TAC the opportunity to deliver on its platform to desktop vision today • Unified, proven technology offering that takes into consideration customer requirements • Advanced [product type] development team

29. Process for Due Diligence from LOI • Begin due diligence efforts if meeting participants concur • Complete technical discussions by Feb 15 • Complete term sheet by Feb 28 • Complete definitive agreement end of March