INVESTMENT FOCUS FAQS		What types of opportunities interest Fluke? As Fluke's current and historical portfolio demonstrates, we are interested in a wide range of Pacific Northwest companies with differentiated technology, healthcare, manufacturing, service and consumer-oriented solutions. Our investment assessment typically focuses on three core areas: the capabilities of your management team, the size of the market opportunity, and the differentiation of your company's products and services. At what stage does Fluke invest? We prefer to invest in later stage profitable businesses. We enjoy building long-term relationships with successful entrepreneurs at any point, however, and always welcome the opportunity to become acquainted with you even in cases where a financing may be several months away. How long does it take to make an investment decision? You can generally expect to hear back from one of us within two weeks of submitting a non-confidential executive summary (preferably via email). If it appears there may be a fit between your company and our portfolio, we will set up an initial face-to-face meeting. If mutual interest is high after our preliminary discussion, our team will engage in extensive due diligence to make sure that we fully understand your business and share your team's vision for its future. This takes 30 to 45 days on average, but we are sensitive to the fact that every financing is unique and we endeavor to be as responsive as possible to special circumstances that may require us to expedite the process. What is the best way to reach you? Do I need an introduction? We welcome submissions by e-mail or surface mail, but strongly prefer e-mail. It is not necessary, but very helpful, to be referred by an industry contact or friend of the firm. Please remember that we request you submit only non-confidential business information in your initial contact. Will Fluke lead a round? Yes, we prefer to lead the investment syndicate, but will also gladly participate as a syndicate partner when appropriate. In the lead role, we have a strong track record of helping companies build solid syndicates. Does Fluke require a board seat? We have found that participating in the board meetings of our portfolio companies enables us to make the maximum contribution to their success. Consequently, we require a board seat if we are a lead investor. What information does Fluke find most helpful in evaluating my company? A concise, non-confidential executive summary typically provides us with the information we need for a preliminary evaluation. Once we have established mutual interest in engaging further, we will request a full business plan. What can I expect from the due diligence process; what part will I play? Our rigorous due diligence process typically includes an examination of your key current or future customers and partnerships, a verification of the differentiation of your product or service, an analysis of your competition, an analysis of the size of your market opportunity, and an evaluation of the willingness of your customers to buy your solution. At the appropriate time, you can help us by providing contact information for customers, partners, management references and industry references as well as historical and pro forma financials as well as other business and market information and analysis as requested. If we decide to pursue formal due diligence, we will provide you with a written list requesting specific items. What are the typical terms of a venture capital transaction? Investor Qualification: Accredited Investors Only Security Type: Convertible Preferred Stock Dividends Expected: None, however if and when paid, preference will be given to preferred investors before common shareholders. Liquidation Preference: Upon the occurrence of certain events, preferred investors will receive distributions before common shareholders. Conversion: Preferred shareholders can convert to common stock under certain circumstances. Anti-dilution Protection: Preferred shareholders will be protected from the dilution arising from sales of stock at a lower price. Redemption: Preferred shareholders can sell their shares back to the company under certain situations. Preemptive Rights: Preferred shareholders have the right of first refusal if the company sells new shares. Co-Sale Rights: Preferred shareholders must allow the participation of other preferred shareholders in certain sales of their stock. Rights of First Refusal: If a shareholder wants to sell, other shareholders have the right to buy before non-shareholders. Registration Rights: Preferred shareholders can force public registration of their shares. Voting Rights: Preferred shareholders must agree to certain actions of the company, including the makeup of the board of directors, sale of the company, change in the company's business and certain business transactions including the issuance of additional stock.

		© Fluke Venture Partners