The document discusses a proposed investment opportunity to acquire and consolidate smaller nutraceutical manufacturing companies through a roll-up strategy. Key points include: - A team has identified opportunities in the fragmented nutraceutical market and plans to employ a value-add roll-up strategy to acquire businesses worth $1-2 billion total. - An offering of convertible promissory notes is presented as an investment vehicle with attractive projected returns. - Baby boomer ownership, lack of private equity interest, and market conditions make nutraceutical companies good targets for consolidation.

1. Nutraceutical
Consolidation
2019

2. • Our team, that has delivered billions of dollars in returns to investors,
has spent the last 2 years validating a roll-up strategy thesis to acquire
Nutraceutical Manufacturing companies.
• Gravitas was formed to take advantage of the opportunities in the
fractured Nutraceutical marketplace, by employing a value-add roll-
up strategy of smaller, closely held businesses into a mid-cap size
company $1B-$2B in value
• We are now raising capital in a limited offering

3. The Investment
• Convertible Promissory Note
• $100k Unit Size
• 2,500 Units Available
• 12% Annual Interest Payment
• 60 Month Conversion at 2x Face Value
• IRR Prior to Conversion 22%
• Attractive IRR Post Conversion on Equity Value
30+% estimated
• Exit via PE/Hedge Sale, or IPO

4. Opportunity
• Retiring Baby Boomers
• Lack of inventory in Private Equity
• The Nutraceutical Business & Market
• Market Choke Point (Price Control)
• Clear Vertical Value-Chain divisions
• Recession-proof business

5. Nutraceuticals
• The term "Nutraceuticals" was created by
combining the words "nutrition" and
"pharmaceuticals." It was coined in 1989 by Dr.
Stephen L. De Felice in the U.S. and refers to
foods and drinks that have a scientific base, and
contribute to the maintenance of everyday
health.
Recession Resistant
• 2009 - The ongoing slide of global capitalism is
decimating industries, but the food supplements
industry is not one of them as fraught consumers
turn to its potential low-cost, anti-medical,
wellness promise.
https://www.nutraingredients.com/Article/2009/04/14/Food-supplements-proving-recession-proof

6. Nutraceutical Manufacturing

7. Our
Experience,
Strengths &
Approach

8. The Team
Allen Witters
John Arciero
Tom Herman
Dan Bryant
• Allen Witters - has led private and public companies for 30 years, including
several as CEO, from startup to multibillion-dollar businesses, representing
diverse industries with operations and distribution in domestic and
international markets. He has managed operations and staffs in 88 countries
that serviced 135 countries around the globe, including Japan, China, South
America, Europe, Middle East. He has led multiple corporate development
transactions, financings and purchase agreements ranging in value up to $9.6
billion and managed several post-acquisition business transitions and
integration initiatives.
• John Arciero - has an outstanding 29 year background in business strategy,
sales and entrepreneurship with hands-on experience as an executive with
GM and Boeing, as well as CEO founder roles in verticals such as technology,
communications, healthcare, manufacturing, and corporate security.
• Dan Bryant - driving structural innovation to serve markets and stakeholders
more effectively is a 25-year passion. Dan has been a leader in adapting to
and structuring change across diverse markets and industries including
financial services, healthcare, manufacturing, technology, law and real estate.
In addition to his innovative work with Kodak and GMAC, he has served as
CEO of three startups.
• Tom Herman - has more than 25 years in capital raising experience and has
held senior positions at various premiere asset management firms, including
The Blackstone Group and Alliance-Bernstein. He has broad experience
working with investors in technology, healthcare, hedge funds and venture
capital funds. Tom holds securities licenses in both the US (FINRA) and the UK
(FCA).

9. The Approach
• The team has analyzed the nutraceutical
manufacturing market for approximately 2 years, we
have been tracking targets, markets, and fully
understand the key metrics and drivers
• We have completed preliminary due-diligence on
several companies, and now in capitalization phase
to start acquiring the businesses

10. Roll-up Criteria
• $5-100mm Top-line Revenue
• Sweet Spot $20-50mm
• >10% EBITDA
• Sweet Spot 15%-20%
• >5% Growth
• Sweet Spot 15%-30%
• >5 years old
• Sweet Spot 10-30 years old
• Supplying to 10 Brands or more
• Sweet Spot 30-70 brands

11. Financials

12. Pipeline
• Of the several hundred companies on the target list, we have
identified a several very attractive businesses to start with
• We utilize a disciplined stage-gated approach prior to closing and
integration
• The following is a target company on our short-list:

13. Target ‘A’
financials
Month 10 Month 11 May 12 TOTAL
Ordinary Income/Expense
Income
5500 REVENUE
5500-01 · Sales
Liquid Production
Total Liquid Production 260,990 290,787 411,057 1,938,568
Powder Production
Total Powder Production 816,963 869,381 1,037,306 5,361,057
Tablets & Capsules 34,086 211,358 193,760 1,432,605
5500-01 · Sales - Other 42,644 72,355 64,150 1,078,186
Total 5500-01 · Sales 1,154,684 1,443,881 1,706,273 9,810,417
5500-02 · S&R Income 3,573 7,822 4,370 106,286
5500 REVENUE - Other -21 0 0 -1
Total 5500 REVENUE 1,158,236 1,451,703 1,710,643 9,916,701
Total Income Revenue 1,161,136 1,457,135 1,710,643 9,930,547
Trend 1,204,578 1,312,302 1,420,026
Growth 1,151,258 1,316,728 1,505,981

14. Target ‘A’
financials
COGS
Cost of Goods Sold
50000 · COST OF GOODS SOLD
Total 50000 · COST OF GOODS SOLD 510,970 608,027 751,763 4,157,651
Total COGS 510,970 608,027 751,763 4,157,651
Gross Profit Gross Profit 650,166 849,107 958,880 5,772,896
Trend 712,881 779,112 845,342
Growth 687,823 797,486 924,633
Trend Margins 59% 59% 60%

15. Target ‘A’
financials
Sales
Expense
Total Expense 283,505 279,416 320,714 2,827,459
Net Ordinary Income 366,662 569,691 638,166 2,945,437
Net Income Net Income 366,662 569,691 638,166 2,945,437
Trend 433,785 487,594 541,403
Revenue 1,204,578 1,312,302 1,420,026
Gross Margin 712,881 779,112 845,342
Net Margin 433,785 487,594 541,403
EBITDA % 36% 37% 38%

16. Roll-up
financials
Year 1 Year 2 Year 3 Year 4 Year 5 5 Year Total
Capital Raised 155,000,000$ 95,000,000$ -$ -$ -$ 250,000,000$
Interest Paid 9,150,000$ 29,000,000$ 30,000,000$ 30,000,000$ 30,000,000$ 128,150,000$
Acquisitions Complete 136,000,000$ 134,000,000$ 73,000,000$ 75,000,000$ 53,000,000$ 471,000,000$
Cumulative Acquisitions 136,000,000$ 270,000,000$ 343,000,000$ 418,000,000$ 471,000,000$
LTC 33%
Revenue 118,800,000$ 455,456,250$ 618,975,000$ 776,418,750$ 924,918,750$ 2,894,568,750$
Corporate Costs 19,144,000$ 36,084,000$ 32,334,000$ 32,334,000$ 32,334,000$ 152,230,000$
EBITDA 23,760,000$ 91,091,250$ 123,795,000$ 155,283,750$ 184,983,750$ 578,913,750$
Distribution to Members 4,752,000$ 18,218,250$ 24,759,000$ 31,056,750$ 36,996,750$ 115,782,750$
Company Value at Year 1 Year 2 Year 3 Year 4 Year 5 LTV
6x 142,560,000$ 546,547,500$ 742,770,000$ 931,702,500$ 1,109,902,500$ 22.52%
8x 190,080,000$ 728,730,000$ 990,360,000$ 1,242,270,000$ 1,479,870,000$ 16.89%
10x 237,600,000$ 910,912,500$ 1,237,950,000$ 1,552,837,500$ 1,849,837,500$ 13.51%
12x 285,120,000$ 1,093,095,000$ 1,485,540,000$ 1,863,405,000$ 2,219,805,000$ 11.26%
Notes:
1. Calculated with 12.00%interest rate
2. Calculated with 5.00%Broker Commission rate
3. Calculated with 20.00%Earnings Distribution to Members
4. Acquisition Company Costs are not allocated to operating companies, they are expensed against cash balance for true picture of
EBITDA and Value at EXIT
5. Corporate Costs include Interest, Brokerage Fees, acquisition and management costs

17. Any Questions?

18. Direct Financial
Benefits of Roll-up
• Purchasing Power
• Marketing and Sales
• Back-Office
• Logistics
• Digital Business Systems
• Reach and Load Balancing
• Expanding EBITDA Margins
• Top & Bottom Line improvement
• Earnings turned into new acquisitions

19. Baby Boomer Owners
• No clear succession plan
• Cannot adapt to digital business models
• Need structured exit
• Counseling required through process
• Not familiar with M&A requirements
• Industry is too fractured for large PE funds

20. No Inventory of mid-market deals
Middle-market companies are some of the most sought after assets, providing one of the best environments for M&A
investors to create returns. With more companies to invest in, greater opportunities to improve companies, and lower
valuations and barriers to entry, middle market companies are attractive to many private equity (PE) firms and strategic
acquirers (strategics). However, that attractiveness comes with a cost – increased competition in an oversaturated middle
market.
As a result, the lower middle market is gaining popularity among PE firms and strategics. This market segment is gaining
traction due to the increased number of opportunities provided by the lower end of the market, along with other factors that
make it an investors’ gold mine.
The Investment Sweet Spot
Lower middle-market firms operate in highly fragmented and very profitable industries, making them prime targets for
acquisition and consolidation. The lower middle market is classified as companies with annual revenues between $5 million
and $100 million. Currently there are about 350,000 companies in this segment, compared to 25,000 companies with
revenues between $100 million and $500 million (the middle market) and only a few thousand companies with revenues
above $500 million (the upper middle market), according to Forbes. The lower revenue valuations for the lower middle
market are balanced against the exponentially higher volume of opportunities.
https://chiefexecutive.net/ma-investors-moving-lower-middle-market/

21. Industry
Statistics

22. Industry Trends
• In the developing world, the mortality rate reaches nearly 40% in some nations because of nutrition-related issues. This shows that the nutraceutical
industry is not only important, with an enormous level of potential growth awaiting it. Certain nations, such as India, may see growth levels within this
industry reach 16% annually over the next 5-year period.
• The European market is mature for the nutraceutical industry, while the U.S. market has reach an advanced level in terms of market variety, branding,
and product penetration.
• Since 2010, this industry has experienced strong levels of global growth. Part of this was fueled by consumers returning to the industry after cutting
ties to it in 2007-2009 as a personal cost-savings effort. Assuming products remain affordable for the industries mature markets and access improves
in the developing world, each segment should experience continued strong growth through its next 5-year and 10-year forecast periods.
• In 2014, US healthcare spending reached $3 trillion. That impacts household budgets negatively. These families will search for affordable
alternatives that keep them out of the doctor’s office. One of the best answers they will find are the functional products offered by the
nutraceutical industry.
https://brandongaille.com/34-nutraceutical-industry-statistics-and-trends/

23. There are two macro-level trends driving the investment opportunity and two sector-based drivers:
1.a) multiple verticals are in the process of consolidation through M&A roll-ups particular by Fortune 500 incumbent organizations and PE firms that are
aggregating balance sheets, customers and capabilities to defend and grow market share yet find it difficult to absorb micro-cap companies;
1.b) baby boomers looking to exit their micro-cap businesses are struggling with succession planning, finding buyers and the complexity of M&A while
traditional deal service providers (investment banks, PE firms, etc.) given deal size and the challenges of consistent deal flow find micro-cap companies
unattractive.
2.a) Generally, the food and beverage sector is going through significant disruption with large incumbents out of step with the appetites of consumers
and significant growth in specialty sectors such nutraceuticals that often serve niche product and market segments.
2.b) There is a dearth of investor takeout's in the food and beverage segments as incumbents cannot readily deploy traditional economics of scale that
rely upon brand, manufacturing and supply and distribution chain capabilities to drive M&A economics for these companies.
Gravitas Infinitum has focused on a nutraceutical micro-cap roll up strategy because it intersects with these market opportunity trends and enables us to
leverage our unique capabilities to drive efficiencies and network effects through digital investments, back-office consolidation and distribution synergies
between niche segments. In addition, we have identified consistent deal flow which will allow us to lower deal costs and standardize terms creating
better risk analysis and revenue forecasts through consolidated data analytics. These factors position us to ramp a roll-up strategy quickly and efficiently
with significant return and risk management practices that give us confidence in our investor investment thesis.

24. Nutraceutical Industry Statistics
• The global nutraceutical market is forecast to reach a total value of $285 billion by the year 2021. In 2016, the total value of the market was $198.7
billion. If this can be achieved, then the industry would experience an average CAGR of 7.5%. (Research and Markets)
• Functional foods continue to be a strong part of the nutraceutical industry as well. In 2016, this sub-sector brought in $64.6 billion in revenues and is
forecasted to achieve $92.3 billion in revenues by 2021. (Research and Markets)
• Private label vitamins account for more than $310 million in sales within the U.S. market each year. For a branded multivitamin, Centrum Silver is the
most popular product sold in the U.S., accounting for $181.3 million in 2016. Bausch and Lomb Preservision and Airborne are the only two other
multivitamin brands to achieve 9 figures in sales in 2016. (Statista)
• 60% of people under the age of 40 are interested in the nutraceutical industry’s products as a way to increase their protein intake levels. (Mordor
Intelligence)
• 75% of the geographic distribution for mergers and acquisitions within the nutraceuticals industry occurs in North America. Another 16% occur in
Europe. (Bourne Partners)

25. High-level Stats
• 70% of the global population of 1 billion people over the age of 60 in 2020 will live in regions where brands have pushed age-
defying and anti-aging products for higher industry visibility. (Bourne Partners)
• The global market for nutraceuticals may reach more than $310 billion by 2021 because of increases in healthcare costs.
Higher medical costs often translate to higher rates of self-diagnosis, more preventative care, and self-medicating. (Bourne
Partners)
• By 2030, 13% of the global population is expected to be above the age of 65. As disposable income rates continue to rise,
especially in the Asia-Pacific region, the nutraceutical industry will take advantage of the opportunity to expand their market
share in key markets. (Bourne Partners)
• In the United States, 74% of Americans stated that the term “natural” to them equates to a healthier food choice. That means
the ingredients within the nutraceutical industry are expected to reach more than $30 billion in sales by 2021. (Bourne
Partners)

26. The Team
Allen Witters
John Arciero
Tom Herman
Dan Bryant
• Over a century’s worth of experience across a multitude of
business and financial deals between the 4 partners
• Team has initiated, closed, participated both on the buy side
and sell side on contracts, financings, M&A, and Divestitures
totaling more than $27B in value
• Proven track-records of business and financial performance
• Worked successfully across multiple industries from aero-
space, medical, manufacturing, Technology, Internet, etc.

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