Presented by Eric Duffee and Michael Shaw, Copper Run Capital, on 10/17 as part of a Four Part Series. This segment of the series offered 8 clear steps to follow in pursuit of facilitating a successful transaction. It covered areas such as securing your assets, awareness of current market trends, a visual analysis of our current market update, and surrounding yourself with the right team.

2. Tips to Facilitate
a Successful
TRANSACTION

3. Efficient Tax Structure Avoid Giving
Minority Veto Rights
Flexible Contracts
Operate The Business With
An Eye Toward Ultimate Sale1
Build Sustainable, Portable
and Profitable Revenues
Clean and Robust
Financials

4. Key Customer/Supplier
Relationships Intellectual PropertyEmployees
Lock Down Your Key Assets2

5. Selling in a Buyer’s Market
vs. a Seller’s Market
Know the Trends
in Your Industry
Keep Apprised of Market Trends3

6. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• Financial and strategic buyers, buoyed by strong cash positions and willing credit sources, are competing aggressively and paying
premium valuations for the limited supply of well-performing companies
• Business owners looking to take advantage of historically low interest rates while retaining control of their business are utilizing low-
cost debt to fund dividends
• Banks and Credit Funds are competing aggressively to deploy capital, resulting in compressed debt pricing and covenant terms,
lowering acquirers’ cost of capital and increasing their valuation ceilings
• Foreign buyers continue to express interest in accessing different United States industries to both gain a foothold and bolster capacity
• Family Offices are increasingly employing direct investment programs, increasing the pool of potential buyers
M&A Market Update
Strategic M&A Drivers in 2019
Source Deloitte M&A Trends 2019
6
Introduction
20%
Customer Base Expansion
19%
Product/Services
Expansion
15%
Technology Acquisition
13%
Digital Strategy
12%
Talent Acquisition

7. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• During 2018, the total M&A deal value reached its second-highest
value on record despite a sharp decrease in the number of
transactions. The U.S. market conducted 9,945 deals totaling $2.06
trillion dollars – still $7B lower than the M&A peak in 2016. The
annual number of M&A transactions has been decreasing since
2015.
• U.S. firms will continue to reap the benefits of enhanced cash access
due to tax reform and such benefits are likely to fuel continued
momentum in M&A. These trends continue themes we observed in
2018 and will likely drive further deal volume.
M&A by Market Size
1,525
664
136
440
533
898
144
B2B
B2C
Energy
Financial Services
Healthcare
IT
Materials & Resources
U.S. M&A Activity
Overview
Source: Pitchbook 1H 2019 North American M&A Report
2019 M&A Activity by Sector
7
$623.4
$898.1
$1,010.4
$1,223.9
$1,087.0
$1,587.9
$1,920.4
$2,024.2
$1,868.1
$2,072.0
$734.86,021
7,664
8,759
9,809
9,183
11,502
12,364
11,213
11,020
10,950
3,934
$0.0
$500.0
$1,000.0
$1,500.0
$2,000.0
$2,500.0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019*
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
Deal value ($B) Deal count
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2013 2014 2015 2016 2017 2018 2019*
Under $100M $100M-$250M $250M-$500M $500M-$1B $1B-$5B $5B+
M&A Market Update

8. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
$31
$34
$30
$38
$33
$42
$50
$57
$93
$251
$290
$275
$339
$400
$527
$474
$564
$703
$0
$100
$200
$300
$400
$500
$600
$700
$800
2011 2012 2013 2014 2015 2016 2017 2018 2019*
Median Average
• Institutional investors continue increasing allocation targets to PE as
the industry continues to mature and escalate its prominence. PE
firms have been raising increasingly larger funds and are seeking
larger companies to allocate such capital.
• Median buyout sizes and the respective purchase premiums are
becoming higher. Corporations, flush with cash from a near decade-
long recovery and a penchant for acquisitions are pursuing larger
targets as well.
Median M&A Deal Size by Type ($M)
Overview Median & Average M&A Deal Size ($M)
8
M&A Market Update
$43.0
$67.0
$88.0
$110.0
$233.5
$300.0
$0.0
$50.0
$100.0
$150.0
$200.0
$250.0
$300.0
$350.0
2011 2012 2013 2014 2015 2016 2017 2018 2019*
Acquisition Add-On Buyout Platform Buyout
Source: Pitchbook 1H 2019 North American M&A Report

9. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
U.S. PE Deals By Size
Overview 2019 U.S. PE Activity
9
M&A Market Update
Source: Pitchbook Annual 1H 2019 U.S. PE Breakdown
$337
$379
$439
$521
$562
$605
$618
$727
$261
3123
3494 3407
4204 4365 4350 4551
4828
1911
0
1000
2000
3000
4000
5000
6000
$-
$100
$200
$300
$400
$500
$600
$700
$800
2011 2012 2013 2014 2015 2016 2017 2018 2019*
Deal Value ($B) Deal Count
• 2018 proved to be a hotbed for PE activity; 4,828 deals were
completed totaling $713.0 billion in value. Activity continues to be
driven by easy access to credit and sustained strength in fundraising
causing a buildup of dry powder.
• As the rate of PE deals has increased, deal sizes have also tended to
be much larger. Higher purchase price multiples are one factor
driving deal sizes above historic norms.
47
400
295
142
67
260
700
Materials & resources
IT
Healthcare
Financial services
Energy
B2C
B2B0
1,000
2,000
3,000
4,000
5,000
6,000
2011 2012 2013 2014 2015 2016 2017 2018 2019*
Under $25M $25M-$100M $100M-$500M $500M-$1B $1B-$2.5B $2.5B+
2019 U.S. PE Deals by Sector

10. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
2019 U.S. PE MM Deals by SectorU.S. PE MM Activity
Overview U.S. PE MM Median Deal Size ($M)
10
M&A Market Update
Source: Pitchbook Annual 1H 2019 U.S. PE Middle Market Report
• As the PE industry continues to grow and attract more capital, the
number of PE-backed middle market companies has continued to
swell. However, middle market deals only accounted for 53.3% of
overall P.E. deal value in 2018. Many broader PE industry trends are
happening in the middle market as well – higher average deal size,
larger funds, etc.
• Larger companies have turned to inorganic growth - buying smaller
companies that can move the needle but fly under a competitor’s
radar. Investors continue to be moving down market.
$204.3
$246.2
$240.8
$349.7
$319.7
$309.8
$378.4
$435.2
$187.2
1,451
1,883
1,609
2,177 2,183
2,338
2,540
2,978
1,418
0
500
1,000
1,500
2,000
2,500
3,000
3,500
$0.0
$100.0
$200.0
$300.0
$400.0
$500.0
2011 2012 2013 2014 2015 2016 2017 2018 2019*
Deal Value ($B) Estimated Deal Value ($B) # of Deals Closed
585
19934
98
207
261
35
B2B
B2C
Energy
Financial Services
Healthcare
IT
Materials & Resources
$0.0
$50.0
$100.0
$150.0
$200.0
$250.0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019*

11. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• The 5-year, 10-year, and 30-year treasury yields have declined
sharply since the beginning of 2019. With the cost of debt being at
a near two-year low, companies are looking to take advantage and
grow through acquisitions
• Over the past three years, senior leverage multiples have ranged
from 4.0x – 5.2x and total leverage multiples have ranged from 4.9x
– 6.9x. The heavy competition for assets and the flood of capital has
led to these near all-time highs in multiples
• Covenant-lite loans, which offer more favorable terms for borrowers,
are increasing share in the leveraged markets
Debt MultiplesCovenant-Lite Share of Leveraged Loans
Overview Treasury Yields
11
M&A Market Update
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
5 Yr 10 Yr 30 Yr
4.80x
4.20x
4.50x
4.90x
5.40x
4.70x 4.90x
5.20x 5.40x
5.80x
5.00x
5.30x
5.90x 6.10x
5.60x 5.60x
6.00x 5.80x
2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19
Senior Leverage Total Leverage
Sources: LCD S&P Global Market Intelligence, U.S. Department of the Treasury, S&P Global Market Intelligence, Pitchbook

12. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• The amount of capital invested in private equity funds is at an all-
time high. Private equity funds have a limited time to invest the
funds, typically 5-7 years or they must send the capital back to the
investors. Despite private equity firms working hard to deploy
capital, there is a stockpile of dry powder or uncalled capital. As a
result, private equity firms are under pressure to invest large
amounts of money in the coming years
• In addition, corporate cash available is at a near all-time high with
many companies using these funds to grow through strategic
acquisitions
Corporate Cash Available ($B)Global PE Dry Powder ($T)
Overview Private Equity Overhang ($B)
12
M&A Market Update
Sources: Pitchbook, Bain Research
$1.0 $1.0
$0.9
$1.2 $1.2
$1.4
$1.5
$1.8
$2.0
2010 2011 2012 2013 2014 2015 2016 2017 2018 2010 2011 2012 2013 2014 2015 2016 2017 2018
$336.5
$390.0
$327.6 $334.0
$398.1
$482.8
$566.1
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018*
Cumulativ
Overhang
by vintage
2018
$147.3B
2017
$177.2B
2016
$112.7B
2005-2011
$128.7B

13. Legal Diligence:
Contracts, Compliance, Etc.
Other Diligence:
Customer/Supplier, Real
Estate, Environmental, Etc.
Financial Diligence:
Audits or Quality of
Earnings Analysis
Perform Due Diligence
on Yourself4

14. Find and Mitigate
Risks to the Business
(Due Diligence Review)
Think Like a
Buyer and Present
Yourself Accordingly
Have Alternatives
Know Your Leverage + Use
it Strategically5

15. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Determining the succession of the Company will depend on many considerations, including:
• Owner/Seller Goals – willingness to offer control, acceptance of new partner, family involvement, transition to new role
• Wealth Transfer – liquidity needed for future endeavors
• Leadership – retention of key management members post-acquisition, acceptance to change in job responsibilities
• Family Cohesion and Dynamics – family capabilities, preserving family relationships, ability to keep Company within family
• Due Diligence – evaluate and document key relationships with key stakeholders such as employees, vendors, customers
• Time Frame for Sale Transaction – ranges from 4-12 months depending on diligence preparedness and target buyer pool
Full Sale of Company Partial Sale of Company Family Transfer
Summary
• 100% sale of the Company to a strategic
or financial buyer
• Partial sale of Company to strategic
or financial buyer
• ESOP
• IPO
• Family Limited Partnerships
• Estate Freeze Recapitalization
• Gifting
Advantages
• Complete exit of ownership
• Provides liquidity to seller
• Diversification of wealth
• Liquidity and diversification
• Retain some ownership
• Capital for growth
• Upside potential
• Family retains ownership
• Maintain income stream
• Put growth in hands of heirs
• Transfer equity, retain control
Disadvantages
• Sellers remorse for lifelong owner
• Tax issues
• No involvement in management
• Potential to receive note or stock
• Retained interest/limited exit
• Accountability to a partner
• Expensive process
• Regulatory compliance
• Complex securities
• Retained ownership
• Potential liquidity problems
• Family cohesion
15
Strategic Objectives & Considerations
Succession & Transition

16. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Below is an example of how we help Sellers evaluate the Equity
Value of a deal at close after taking into consideration typical
deal terms and Seller requirements such as paying off debt,
providing buyer escrows, working capital adjustments, etc.
• Net Debt: Short-term borrowings, term loans, pensions, etc.
• Deal Expenses: Typically broker, legal and accounting fees
• Deal Triggered Payments: Stay bonuses, severance
payments, stock option or similar plans to be cancelled, etc.
• Buyer Requested Items: Seller financing, earn-outs, escrows
and balance sheet adjustments
Valuation Enterprise Value to Equity Value
Valuing a business is a discretionary process. Buyers are willing to
pay a certain amount for a business’ future cash flows, also known as
EBITDA. In order to provide the Seller with a fair price, the Buyer will
provide an EBITDA Multiple to arrive at an “Enterprise Value”; that is,
the value a buyer pays for the cash-free and interest-bearing debt-
free business
EBITDA Adjustments are adjustments or “add-backs” to consider if
a new owner were to operate the business free of excess expenses.
A few examples include:
• Discretionary Expenses: Owner’s Compensation and perks
above and beyond the market rate
• Non-Recurring Expenses: such as one-time fees
• Post-Transaction Operational Changes: such as the elimination
or retirement of certain employees
EBITDA Multiple calculates the fair Enterprise Value of the business.
EBITDA Multiple determinants include but are not limited to:
• Buyer Demand
• Revenue/EBITDA Size
• Cash Flow Predictability
• Pricing Power
• Proprietary Products or Services
$50.0
$39.3
$6.0
$1.5 $0.2 $3.0
$0
$10
$20
$30
$40
$50
$60
Enterprise
Value
Net Debt Deal
Expenses
Deal
Triggered
Payments
Buyer
Requested
Items
Equity
Value
1616
Strategic Objectives & Considerations
Succession & Transition

17. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• Below is an example of valuation methodologies we utilize to help sellers determine a range of potential values for their business
17
$45 - $65
$40 - $55
$25 - $36
$36 - $48
$0.00 $10.00 $20.00 $30.00 $40.00 $50.00 $60.00 $70.00
5-10% Revenue Synergies, 5-10% Expense Synergies
40-50% Debt, 8x Exit Multiple
16-18% Discount Rate, 5-7x Terminal Multiple
6-8x LTM EBITDA
Transaction Comps
Discounted Cash Flow Analysis
Strategic Buyout Analysis
LBO Analysis
$ in millions
Strategic Objectives & Considerations
Preliminary Range of Enterprise Value

18. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Copper Run will formulate a Buyer’s list from a variety of resources including events and associations, third party databases, personal contacts
and our own proprietary database. The typical Buyer general falls under the following categories:
Strategic Buyer
Financial Buyer:
Private Equity
Financial Buyer:
Family Office
Description
Strategic Buyers are typically from a similar
industry to the Company and are interested
in a company’s integration into their long-
term business plan
Private Equity firms invest in and acquire
equity ownership in platform and add-on
companies. Common Private Equity
acquisition strategies include LBO, growth
capital, venture capital, distressed
investments, and mezzanine capital
Family Offices are private companies that
manage financial and investment activity for
one or several ultra-high net worth investors
Advantages
• Typically purchase 100% of the Company
• May be able to provide higher valuation
due to synergies being incorporated in
purchase price
• Large amount of capital backing to grow
Company organically and through
acquisitions
• Management expertise
• Strategic connections
• Long-term investment horizon typically
over 10 years
• Small, flexible investment teams for quick
investment execution
• All-cash transactions
Disadvantages
• Ownership and management not as
essential to Buyer
• May not provide current owner and
management team future employment
• Funds made of many Limited Partners (LP)
• Investment usually only 5-7 years
• More hands-on approach to management
than family office
• Generally want owner and management to
remain
• Less variety in financing options than
private equity
• Generally want owner and management
to remain with company
18
Strategic Objectives & Considerations
Potential Acquirers

19. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Broadly speaking, this is one of the most important questions to answer for a company’s shareholders and Board of Directors. While a healthy and
growing company may not “have to sell”, the opportunity for an increased valuation at certain points in a company’s development nonetheless
represent a trade‐off against other investment opportunities, career objectives, and yes, even the desire to enjoy a higher quality of life.
Market Specific Factors
• Macro and industry-specific market data indicates an attractive sale price
• Competitors have been acquired indicating increased appetite among buyers
• Strong, increasing competition may lead business owners to sell while the company is competitive and on an
“up-tick” leading to higher sales price
Company Specific Factors
• Historical performance and future growth prospects result in positive market response
• Company has reached a plateau and needs outside capital or management expertise to grow
• Opportunity to partner with a strategic buyer in order to recognize synergistic growth
Shareholder Specific Factors
• Opportunity for the shareholders to capitalize on years of financial and personal investment
• Personal timeline - business owners may have a long-term goal to sell the business in 5, 10, or 20 years and
have approached or are approaching this landmark
• Personal reasons; retirement, physical illness, family problems, stress, burned out
19
Strategic Objectives & Considerations
Reason to Sell

20. What Employees Should
Know About the Deal
Outside Advisors
(And What Do They Do)?
Surround Yourself with the
Right Deal Team –
Internally + Externally6

21. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
An M&A transaction can be disruptive to your business from a variety of standpoints; requests for information, probing questions from potential
Buyers, different terminology, etc. An often-heard phrase on M&A transactions rings loud and true:
Deals don’t age like fine wine
Copper Run’s transactional experience will ensure that the momentum of the deal is maintained and that a delay in timing is not detrimental to
the business. When negotiating terms with Buyers, Copper Run’s goal is not only to achieve the optimal price and structure for the Seller, but to
also reduce anxiety and fear by eliminating potential threats.
When negotiating overall value and structure, we focus on the following:
• Negotiating price and EBITDA against multiple bidders in
an organized format if necessary
• Negotiating between an asset offer vs. stock offer to
ensure our client is able to receive the most value for
their company
• Closing date, exclusivity and due diligence periods that
can be critical periods to negotiate
• Asset vs. Stock Deal
• Cash vs. Stock vs. Sellers Note
• Upfront Payment vs. Contingent Payment
• Escrows and Indemnifications
• Other Assets considered within the deal
• Life Insurance, Non-Operating Assets, Real Estates
• Working Capital Adjustments
• Other Liabilities (ex. Underfunded Pensions)
• Future Employment Agreements
• Transition Requirements
21
Sell-Side Transaction Process
Sell-Side Advisor Role
Purchase Price & Timing Structure

22. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Final
Buyer
• Strategic and
Financial
Buyers
available for
the Client
• After adjusting the
list with the Client,
an initial one-page
“teaser” is sent to
market the Seller
• Some of the Buyers
will request more
information on the
Client’s business
• Phone/Email
exchanges
• NDA will be
signed and then
the CIM can be
delivered to these
potential buyers
• Meetings between
select Buyers and the
Seller
• Determine terms of
potential transaction
• Data Room Access
• Due Diligence
• Legal Work
• Finalize Deal
Terms
• Closing
Business
Universe of Buyers
150 Teasers Delivered
70 Contacts Made
50 CIMs
Distributed
20 IOIs
Received
8 LOIs
Received
Sell-Side Transaction: Deal Funnel
22
Sell-Side Transaction Process

23. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Below is the typical timeline for a sell-side process. Variables to consider when building a timeline including preparation of due
diligence, urgency to sell, market conditions, and acquirer considerations. Generally the entire process takes four to six months from
beginning to end. The following slides will demonstrate step-by-step the Sell-Side Process Timeline.
Preparation
4 - 6 Weeks
1.
Information
Gathering
2. Preliminary
Analysis
3. Finalize
Preparation
Marketing
8 - 12 Weeks
4. Marketing
Closing
8 - 10 Weeks
5. Proposal
Evaluation
6. Final
Negotiation
23
Sell-Side Transaction Process
Sell-Side Transaction Process: Overview
Sell-Side Transaction Process: Timeline

24. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• Copper Run will meet and discuss with the Company. This will help Copper Run get an understanding on the following:
• Transaction goals
• Understanding of the Company’s operations, industry and competitive position
• Execute engagement documents, achieve consensus on process with Shareholders and Board Members
• Copper Run will send a data request for financial and operational documents to begin gathering and analyzing information
• Analyze: Financial and operational documents provided by the Company and discuss with the Company for further explanation.
This will allow Copper Run to determine the scope of the process and identify any potential weaknesses prior to taking the
Company to market
• Prepare: A Confidential Information Memorandum (CIM) to distribute to interested acquirers who have executed an NDA. The
CIM is a marketing presentation that presents all of the financial and operational documents that Copper Run has been provided
• Assemble: Based on the information provided and discussions with the Company, Copper Run will begin assembling a Buyer’s
list based on the transactional goals of the Company and will include this list within the Activity Tracker (shown on next page)
24
Sell-Side Transaction Process: Preparation
1. Information Gathering
2. Preliminary Analysis

25. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• Data Room: Copper Run utilizes an online data room
to organize the Company information. The data
room helps streamline data and allows Copper Run to
track what information potential acquirers have
viewed. It provides Copper Run and the Company
control over who has access and the information
these individuals have access to
• Activity Tracker: This document will be continually
updated and includes all strategic and financial
buyers Copper Run believes could be a potential fit
for the Company. Through the tracker, Copper Run
presents buyers to the Company in which they will
decided to approve, delay or eliminate. The
documents tracks all communication and status
updates between Copper Run and the approved
buyers. As the Company approves, delays and
eliminates potential buyers, it provides Copper Run a
better idea of what buyers to focus on in searching
for additional buyers
Data Room Example
25
Sell-Side Transaction Process: Preparation
3. Finalize Preparation
Activity Tracker Example

26. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• Once all preparation is complete and approved, Copper Run will take the Company to market using the following steps:
1. Copper Run will mail letters and one-pagers, email and call approved Buyers
2. Potential Buyers that have a further interest in the Company will execute confidentiality agreements to access detailed information
regarding the Company
3. Copper Run will distribute the CIM and provide online data room access to all potential acquirers who execute confidentiality
agreements
4. Copper Run will manage all calls and requests for further diligence items that aren’t provided through the CIM or in the data room
to minimize business disruption for the Company
5. Copper Run will coordinate conference calls and site visits between potential buyers and the Company
Sell-Side Advisor Marketing Benefits
Marketing Expertise
Copper Run’s sell-side experience allows them to create industry-specific marketing material and
outreach that provides best results
Minimize Business Disruptions
Copper Run will handle all calls and requests to allow the Company to continue their day-to-day
operations free of business disruptions and requests
Industry Contact Success
Copper Run will tap into their internal and third-party resources to approach the appropriate
individual(s) from potential Buyers
Coordinate Informational Documents
Copper Run will provide an interactive data room to store financial and operational documents,
so all potential buyers have access to the same information
26
Sell-Side Transaction Process: Marketing
4. Marketing

27. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Teaser ExampleLetter Example
27
Sell-Side Transaction Process: Preparation
4. Marketing Materials Examples

28. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
• Marketing Material: Copper Run will reach out to potential Buyers using several communication methods. The following
marketing documents will be presented to and approved by the Company:
• Teaser: Copper Run will distribute a one-page overview of the Company that keeps sensitive company information (name,
location, etc.) vague and at a “high level”
• Letter: Copper Run will distribute a letter introducing ourselves and the Company
• CIM: Copper Run will finalize and present the drafted CIM to the Company and edit with any recommended changes prior to
presenting to potential Buyers
28
Sell-Side Transaction Process: Preparation
4. Finalize Marketing Materials

29. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
After potential Buyer’s have reviewed and analyzed the provided documents and diligence items the following will occur:
1. Copper Run will communicate with Buyers the Seller’s objectives and expectations. Copper Run will then set a date in which
Letter of Intents (LOI) will be due
2. Copper Run will review all Buyer LOI’s with the Company. Proposals could differ based on structure, financing, future
employment, cash at closing, etc.
3. Copper Run will reach out to Buyers and provide feedback on their initial proposals. They will then set a date in which final
proposals are due
a) The Company may allow Buyers to meet in person and/or visit the Company’s facilities prior to requesting final proposals
4. Copper Run will review all final proposals with the Company. Copper Run and the Company will conduct reverse due diligence
on potential Buyers and analyze risks of transaction contingencies
5. The Company will select proposals for final negotiations
5. Proposal Evaluation
6. Final Negotiation
• Copper Run and the Company will negotiate definitive agreements with the buyer
• Copper Run will work with the Buyer to satisfy their confirmatory due diligence requirements on the Company
• All parties involved will obtain necessary approvals and execute legal documentation
• Copper Run and the Company will receive consideration and close the transaction
29
Sell-Side Transaction Process: Closing

30. STRICTLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY
Preemptive Sell-Side
Process
Targeted Solicitation Limited Auction Broad Auction
Description
Narrowed approach to only
identify most likely acquirers
Broader approach to screen and
identify most likely acquirers
Limited range of logical potential
acquirers contacted
Broad range of potential
acquirers contacted
Number of
Acquirers
1 - 5 5 - 10 10 - 25 25 +
Advantages
• Outreach efforts focused on
best acquirer
• Maximum confidentiality
• Speed of execution
• Minimal business disruption
• Speed of execution
• Confidentially maintained
• Limited business disruption
• Avoids the perception of
business being shopped
• Reasonably accurate test of
market price
• Minimal business disruption
relative to broad auction
• Creates sense of competition
amongst buyers
• Accurate test of market price
• Buyer competition results in
greatest chance to achieve
best price
• More proposed acquisition
structures to choose from
Disadvantages
• Unlikely to maximize value
• Results tied to negotiations
between 1-2 potential buyers
• Possibility that transaction is
not closed
• Requires senior management
time and commitment
• May not maximize value
• Not as broad a market test as
a full auction
• Highest risk of business
disruption
• Most difficult to maintain
confidentiality even with the
appropriate agreements
Circumstances
• Clear sense of most logical
acquirer
• Strong negotiating position
• Limited group of logical
acquirers
• Objectives of confidentiality
and to have limited business
disruption
• Seek balance between
maximizing value, speed of
execution and minimizing
business disruption
• Focus on maximizing the
shareholder value
Timing 4 - 5 months 5 - 6 months 6 - 7 months 7 - 8 months
30
Sell-Side Transaction Process: Alternatives

31. Limit Exclusivity and
Include “Escapes”
Seller’s Leverage Begins
to Decline as Soon
as the LOI is Signed
Lay Out All
of the Significant
Terms in Writing
Spend Time to Negotiate a
Good Letter of Intent7

32. Keep the Business Going Move Quickly
Disclose Issues
Strategically
Devote Significant Time
to Integration
Execution + Integration8

33. Eric D. Duffee
Kegler Brown Hill + Ritter
eduffee@keglerbrown.com
keglerbrown.com/duffee
614-462-5433
Michael Shaw
Copper Run Capital
mshaw@copperruncap.com
copperruncap.com/michael-shaw
614-888-1786