Evercore Investment Banking Pitch Book
Preliminary Draft - Confidential
These materials have been prepared by Erercore Group LLC. (Evercore") for the Special Committee of the Board of Directors of M&F Worldwide (the
"Company") to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated
by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Company and/or other potential transaction
participants from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such
information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts
of future financial performance prepared by or reviewed with the management of the Company and/ or other potential transaction participants or obtained from
public sources, Evercore bas assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and
judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or
warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a
representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the
Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction
or other matter. These materials have been developed by and are proprietary to Everrore and were prepared exclusively for the benefit and internal use of the Special
Committee of the Board of Directors of the Company.
These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential
transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated,
quoted or referred to, in whole or in part, without the prior written consent of Evercome.
These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or
arrange any financing for any transaction or to purchase any security in connection therewith. Erercore assumes no obligation to update or otherwise revise these
materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.
Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor
intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer
Each person should seek legal, accounting and tax advice based on bis, ber or its particular circumstances from independent advisors regarding the impact of the
transactions or matters described berein.
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