Corporate Governance

AUXO MANAGEMENT LP

In April, 2011, Auxo Management LP (’Auxo’) purchased a stake in UCIT Online Security Inc. Based in Toronto, Canada, Auxo is a privately-held, entrepreneurial investment firm seeking to acquire and actively manage small to medium-sized businesses.

Auxo provides business owners and managers with an alternative to traditional exit options, offering a compelling combination of capital and managerial expertise to ensure the continued success of the companies we acquire.
Auxo’s Managing Partners take an active role in the companies they acquire and focus on driving long-term, sustainable revenue growth. Auxo approaches every investment with a focus on continuity and value creation. We are long-term investors who believe success is based on honesty, commitment, and collaboration.

Auxo’s Managing Partners are supported by their investors / advisors: a diverse experienced group of executives, entrepreneurs and investors who have successfully acquired and operated leading companies in a variety of industries. Our team of over 25 investors / advisors brings extensive experience in acquiring, actively managing, and successfully growing profitable businesses. For more information on Auxo Management please visit their website www.auxomanagement.com

EXTERNAL BOARD OF DIRECTORS

Jim Edmunds, Search Fund Partners

Partner

Mr. Edmunds is a Partner at Search Fund Partners, a private investment fund based out of Palo Alto, California. Mr. Edmunds experience has ranged from working as a Consultant at McKinsey & Company to serving as President and CFO of Celebrity Kids Portrait Studios, a leading provider of upscale children’s photography. He currently serves on the boards of Ascentia, UCIT Online Security, and Consumeraffairs.com.

Mr. Edmunds holds an MBA from the Stanford Graduate School of Business, where he was named a Siebel Scholar, and an A.B. in History from Harvard University.

Robert M. Chefitz, Egis Capital Partners

Managing Partner

Robert Chefitz is a 32 year veteran of the private equity industry, and has built an investment track record with superior returns by leading and participating in numerous early stage investments and leveraged buyouts. He has specialized in security industry investments since 1990. In 2007, Mr. Chefitz founded Egis Capital Partners in order to capitalize on his deep security industry investment expertise.

Mr. Chefitz began his career with Golder Thoma Cressey, where for seven years he focused on evaluating and executing various sector-driven investment strategies. After Golder Thoma Cressey, he joined Apax Partners where he built a successful investment track record with a focus on security industry investments. During his 15 year tenure at Apax, Mr. Chefitz served as a General Partner in nine funds representing over $2 billion of capital, and led numerous key security deals including Protection One, Casi Rusco, CML, and Regent Lighting.

Mr. Chefitz’s investment expertise spans a broad range of industries and stages, including buyout, expansion, and venture capital. Selected non-security investments in which Mr. Chefitz has led or participated include Office Depot, Intermedia, and Xpedite.

After his tenure at Apax, Mr. Chefitz launched the NJTC Venture Fund, focused on making investments in early stage technology companies. He made a number of successful personal venture investments, including theLadders.com, an online employment marketplace with revenues currently in excess of $80 million, and iLevel Solutions, a market-leading financial services software firm spun-out of Blackstone.

Mr. Chefitz holds an MBA from Columbia Business School and a BA from Northwestern University. He is an active board member of FreightWatch International, Alarm.com, Achieve3000, theLadders.com, and iLevel Solutions, where he serves as Chairman. Mr. Chefitz also sits on the board of The Lang Fund, Columbia Business School’s seed stage investment fund, and is an adjunct faculty member at the NYU Stern School of Business.

Bill Polk, Egis Capital Partners

Managing Partner

Mr. Polk has over 30 years of corporate finance, banking, and private equity experience with a particular focus on the security and homeland defense industries. Over that period, Mr. Polk has been involved in more than $6 billion of middle market security industry transactions across a variety of security industry sectors.

Prior to joining Egis Capital Partners, Mr. Polk served as Managing Director of the Security, Defense, and Technology Finance practice at Capital One where he and and his team provided financing to companies who protect life, property, and information serving the commercial, residential, and government security markets. Particular areas of Mr. Polk’s focus include physical security products and services, information security, public safety and corrections, the national intelligence contracting community, and the federal, state and local homeland security marketplace.

Prior to joining Capital One, Mr. Polk served as Managing Director of CapitalSource Finance’s Security Lending Group and served on CapitalSource’s Executive Committee. Before his tenure at CapitalSource, Mr. Polk was a co-founder and President of SLP Capital, a specialty finance company focused on security industry lending which was acquired by CapitalSource in 2004. SLP Capital was named to the INC 500, Inc. magazine’s list of the 500 fastest growing private companies in the United States, for five consecutive years from 1998 to 2002. Mr. Polk began his career with the Multinational Lending Group at Chemical Bank in New York. He was inducted into the Security Industry Hall of Fame in 2010.

In addition to his professional activities, Mr. Polk currently serves as a trustee of the Edward Mallinckrodt Foundation, and a board member of The Jefferson Scholars Foundation at the University of Virginia, and a trustee of Mary Institute Country Day School. Mr. Polk holds a BA with Honors from the University of Virginia and an MBA from Harvard University.

Martin S. Steber, Relay Investments

Co-founding Managing Director

In early 1993 Mr. Steber co-founded Sverica International, a middle market private equity firm. During his early tenure, Mr. Steber was CEO of two pre-fund investments in Birmingham, Alabama, Automatic Detection Systems Inc, an electronic security company, and Accudocs, a billing services company. Both of these entities were eventually sold to larger industry leaders. Later, Mr. Steber was actively involved in sourcing Sverica’s (since divested) Gainshare Media investment, Ackerman Security Systems in Georgia, and PROEM in Arizona/Colorado. Mr. Steber continues to represent Sverica on the board of Ackerman, a leading electronic security company, as well as OASIS, a records information management company based in Europe. Mr. Steber is a Limited Partner in all of Sverica’s funds.

A native of Canada, Mr. Steber earned his BSc degree in Engineering from Imperial College at the University of London and his MBA degree from the Graduate School of Business at Stanford University. Mr. Steber retired from Sverica in late 2007, and currently lives in Montreal with his wife and three children.

Norm Charney, Stealth Monitoring

Founder & Managing Director

Norm Charney is an entrepreneur with a Canadian background who has built several businesses from the ground up. He has developed capable legal, sales and operational backgrounds in addition to his accounting background.

In 1981 Norm left a job at EDS to purchase a sporting goods company named “Athletic Supply of Dallas”. For the next 16 years, he grew the company attracting such clients as the Dallas Cowboys, the NFL, NBA, PGA, MLB, NCAA and NHL. In 1994 Sears approached the company to handle the outsourcing of their direct marketing divisions and Norm again led the development of scalable software. In 1996, the company had over 800 employees and the core apparel business was eventually sold to a strategic buyer named Genesis Direct. In 1998, he began to focus on ASDS – a spinoff from the Athletic Supply of Dallas. With Sears as a major client, ASDS continued to be a provider of telemarketing and CRM services. During this period Norm raised rounds of financing from private equity venture capital investors before a success IPO that raised USD$47M.

Norm pivoted his career in a different direction as he founded Vision Equity to broker M&A transactions and consult for various industries. The highlight of this experience was brokering a USD$92M transaction for a health care company. Through Vision Equity, Norm invested and formed Stealth Monitoring in 2006 to offer live video monitoring services to commercial customers. As CEO of Stealth, Norm grew the company from 15 employees to 140+ before partnering with UCIT in October 2016.

Norm graduated with a Bachelor of Commerce from McGill University in 1972. He obtained his Chartered Accountant (CA) designation in 1975. In 1978, Norm obtained his CPA designation for Texas.

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