Silicon Forest Summit December 6, 2003

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• Silicon Forest SummitDecember 6, 2003
• Board Deliberations, Conflicts and Protections
  in Deciding to Sell the Company
• Matthew A. WilsonGeneral Counsel of Chrome
  Systems Corp

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Chrome Systems Corporation

• 17 years of automotive industry experience
• 100 dedicated employees, totally focused on
  automotive industry
• Many vehicle specialists assigned to specific OEM
  lines
• Pioneered electronic vehicle specification
• Privately held / unbiased data aggregation 38
  makes
• Independently verified most accurate vehicle data
• 100 orderable data and configuration logic
• Providing LTO BTO platforms to the automotive
  industry
• Chrome solutions are used everywhere theres an
  automotive transaction or activity Fleet, OEMs,
  Dealer and Consumer

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Key Clients Partners
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• Factors the Board must consider in deciding
  whether to fund or sell the Company
• Stage of the Companys lifecycle
• Current financial condition of the Company
• Quality of technology and personnel

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• Potential conflicts between the Board,
  management, shareholders and employees
• There exists an inherent conflict between the
  groups
• Board broad/macro-economic view
• Management strategic and personal view
• Employee how does it impact me view
• Shareholders return on investment view

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• What type of economic, market and competitive
  analysis should the Board conduct?
• Internal
• Board should look to management for analysis
• Board should test analysis by discussion
• External
• Board should validate analysis with external
  discrete sources.

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• How should the Board determine Fair Market Value
  for an acquisition?
• Challenge FMV is a relative question in todays
  market.
• Factors
• Method of valuation
• Stage of Company lifecycle
• Movement within Companys market
• Key Engage a qualified Banker to assist

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• Involvement of the Executive team
• Internal employee dynamics
• The Board should rely on the Executive team
• - Executive team is the primary source of
  information and analysis
• Be prepared for the grapevine
• - Have a clear and consistent communication plan
• Be prepared for loss of focus and productivity
  from employees
• - Work with the Executive team to manage through
  the disruption

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• The Unsolicited Offer
• Reaction
• Caution consider the source
• Response time
• Prompt with appropriate boundaries and
  guidelines
• Auction?
• Unless clear reason not to - yes
• Risks
• Damage to momentum
• Damage to key relationships or opportunities
• Perception in the marketplace if transaction is
  not consummated

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• Chrome Systems Corporation
• is a proud sponsor of the
• 2003 Silicon Forest Forum
• Thank you to
• White Lee and Intel
• for a great event