Compelling and Aligned Return Profile

Attractive return profile for all stakeholders:

Investors:

·Base case model reflects 44% IRR and 3.6x MOIC. ·Participation includes preferred equity position, ensuring priority on return distributions. ·Sensitivity analysis demonstrates exit IRR ranging from 29.7% at 5x to 47.7% at 9x, providing a clear outlook for potential upside. 

Vendors:

·Vendors roll 20% of gross proceeds into equity, creating alignment of interests. ·This rollover results in $61 million of incremental equity distributions, effectively incentivizing vendors to support long-term growth and integration. 

Independent Sponsor:

·Success Fee (3%) on each acquisition, which is reinvested into equity, demonstrating alignment with investor interests. ·Management Fee of 5% of EBITDA, paid annually, to cover platform oversight, scaling initiatives, and management costs. ·Carried Interest (20%) for value creation and operational execution success. 

Management Team (ESOP):

·Option Pool of 7.5% of initial fully diluted capitalization (4.0% following additional equity issuances to support follow-on acquisitions). ·Results in $10.7 million in ESOP proceeds, incentivizing key executives and ensuring retention and alignment with overall company performance.