TERMS AND CONDITIONS

User Agreement – Acquisition to Exit Roll Up Insider™

This agreement (this “Agreement”) is by and between Acquisition to Exit Capital Group (“Acquisition to Exit”) and the user (whether paid or free, the “Member” or “User” or “Participant”) of (“AAI” or generally this Offering as defined in the Terms), and is effective immediately upon the User’s purchasing, using, or otherwise participating in AAI. User hereby consents to such action by User as its intended execution of, and assent to, this Agreement as equivalent to a handwritten signature.

Furthermore, this Agreement hereby incorporates by reference the General Terms and Conditions (the “Terms”) agreed to by User upon purchasing or using any Offering as defined therein, and made effective as stated therein. Any capitalized word not defined herein has the same meaning as defined in the Terms. The parties hereto acknowledge, understand, and agree to the following:

AAI Overview

AAI is a proprietary process designed and created by Acquisition to Exit for Acquisition to Exit’s own portfolio companies to multiply the resale value of those companies. Only certain companies are eligible for AAI. Acquisition to Exit grooms and prepares its own portfolios for AAI. Additionally, Acquisition to Exit will accept companies coming from Acquisition to Exit’s Ultimate Members and Acquisitions Pilot Project (APP) Members. Non-Member buyers of AAI must have their companies approved and accepted by Acquisition to Exit prior to their purchase of AAI (such Ultimate, APP, and approved non-Member companies hereafter, the “Companies”).

Ownership vs. Profit Sharing

AAI is an exit strategy. Members and customers participating in AAI do so for the purpose of selling their company by, in effect, borrowing a roll-up platform exclusively created, owned, and operated by Acquisition to Exit. Participants in AAI retain the financial equivalent of 100% of their ownership (shared ownership in some cases) of the cash flow and enterprise value of their own companies, while Acquisition to Exit retains 100% ownership in AAI. Acquisition to Exit takes no pre-AAI financial interest in customers’ or Members’ companies.

Participating companies require substantial operational and management improvement projects to make them “roll-up ready” with Acquisition to Exit portfolio companies. It is only because of the 2-4X value AAI is designed to create that Acquisition to Exit can recoup its substantial time and financial investment in each company in AAI and still offer its customers and Members AAI profit sharing, which ranges from 10% to 80%. The actual percentage in each case is a direct function of:

1. Whether Participants require cash partners (if not, then higher % share), and

2. Their membership status (lower share for free Participants, higher for paid) as shown in the Acquisition to Exit Roll Up Insider™ Participation Options Table below.

As is typical in the structure of a roll-up, each participating company in the roll-up requires transferring into the portfolio. Despite this, the equivalent cash flow and equity from each Member’s or customer’s companies continue to be disbursed to them in the ordinary course as customary in the industry.

Member agrees to execute all documents relating to AAI for Member’s Company to be added to the Acquisition to Exit roll-up portfolio and be managed by Acquisition to Exit until sale.

AAI Services

As part of AAI, whether paid or free as part of APP, Acquisition to Exit designs a customized plan to prepare companies so that they meet the following criteria:

1. They have a minimum EBITDA of $1.7M,

2. They have well-systemized operations and management structures,

3. They are a complementary fit with Acquisition to Exit portfolio companies, and

4. They have strategic and organizational alignment with Acquisition to Exit portfolio companies.

This represents a substantial investment of Acquisition to Exit’s time, money, and bandwidth to accomplish and includes the following components as determined by Acquisition to Exit at its discretion:

Partners and JVs for Minimum EBITDA

Achieving a minimum EBITDA of $1.7M generally means acquiring a company at a price point of no less than $3M, which would require about $300,000 in cash funds to acquire. However, Acquisition to Exit can provide and structure cash partner deals and/or JVs, enabling Members to contribute as little as $50,000.

The Following Staffing

- Project Director – For each Company, there is an Acquisition to Exit M&A project specialist who manages and oversees the entire acquisition and post-acquisition process.

- Acquisition to Exit Growth Team™ – Dedicated strategic team.

- Acquisition to Exit Roll Up Team™ – Dedicated strategic team.

- Acquisition to Exit Integration Team™ – Dedicated strategic team.

- Third-Party Consultants – Dedicated strategic team.

Additional Support Services

- Proof of Funds (as needed) – Members requiring JVs or partners may also need POF.

- LOIs – For acquisition purposes (Members only).

- Transactional Legal Support – This is for transactional purposes to facilitate the business, functional, and administrative objectives of AAI and related Acquisition to Exit activities to acquire and roll up companies. It is not for the exclusive representation of customer or Member legal or financial interests. User waives any claims of a conflict of interest in such legal support and represents that it has had an opportunity to obtain its own legal counsel or waived it.

- Roll-Up Meetings – These meetings will be at Acquisition to Exit’s discretion as needed.

APP Requirement

With the exception of the Acquisitions Pilot Project (APP), Acquisition to Exit’s paying customers and Members are free to manage Companies independently of Acquisition to Exit and hold them indefinitely. However, because APP is being offered for free, APP Members are required to follow various guidelines to ensure their success and the success of APP, which is the only way for Acquisition to Exit to recover the cost of its substantial time and financial investment in the Project and realize a profit. This includes a structured sale of the Companies via Acquisition to Exit’s roll-up process called Acquisition to Exit Roll Up Insider™ (AAI).

Accordingly, APP was designed for its Members to both acquire Companies and sell them via AAI. AAI is free of cost for APP Members but is a paid standalone service for Ultimate Members and non-members.

Role of Acquisition to Exit

The role of Acquisition to Exit in the Venture is extensive and includes the following activities:

- Coordination, oversight, and management of the Venture and its Participants,

- Company analysis and selection,

- SBA lender management (if applicable),

- Roll-up management,

- Staffing decisions,

- Growth strategies and value creation, and

- Corporate development.

Role of Participant in AAI

Acquisition to Exit may, at its discretion, cancel this Agreement if Member does not perform the Member AAI roles specified below:

Acquisition

The primary role of Participant in AAI is to close on the acquisition of a Company to be funded by an SBA lender. Participant’s role during the acquisition stage includes:

1. Tendering to Acquisition to Exit, SBA personnel, or representatives of Companies:

-- Proof of Funds (POF) and cover letter (form provided by Acquisition to Exit) authorizing Acquisition to Exit to represent Member in the acquisition process as Member’s JV partner, or other related documents, in the amount equal to or exceeding the Down Payment amount stated in this Agreement.

--User hereby consents to submission by Acquisition to Exit of such POF to SBA personnel or representatives of Companies, including collective submission of POFs with other Participants (not visible by other Participants), at the discretion of Acquisition to Exit, for the purpose of evaluating and pursuing prospective Companies.

2. Signing letters of intent, purchase agreements, and other customary documents required to buy a Company.

3. Cooperating with the SBA lender in this process, which is a key element of Participant’s role.

Following the Strategic Plan

There may be several viable strategic approaches to acquisitions and roll-ups, and with many Participants in APP, there may be differing opinions during the course of the venture. Therefore, it is important that Participants cooperate with Acquisition to Exit in following the venture’s strategy and business model, notwithstanding any strategic preferences by Participant. This is especially important during the roll-up phase.

The Acquisition to Exit team and third parties engaged by Acquisition to Exit are highly experienced, and Acquisition to Exit incorporates redundancies for quality control. Acquisition to Exit is happy to consider input and concerns raised by Participants, but ultimately, Acquisition to Exit will need to make final decisions.

Roll-ups are successful only when the constituent companies are strategically aligned. Accordingly, Participant hereby acknowledges and agrees:

1. To the role of Acquisition to Exit as general partner, managing member, or similar managing position in AAI-related entities, all of which Acquisition to Exit holds a financial interest in, including Participant’s Company.

2. That Member will execute any and all documents before, during, or after acquisition of a Company to formalize or ratify any such position of Acquisition to Exit, including amendments or supplemental documents for such purpose.

Roll-Up Fee

Roll-up implementation is a costly, time- and labor-intensive, 1-2 year endeavor and requires supplemental expertise both in-house and from third parties. To pay for this until the sale of the Companies, Acquisition to Exit charges a roll-up fee payable by the Company (not Participant), which is to be deducted from Acquisition to Exit’s share of roll-up profits upon sale of the Company, to the extent such profit is sufficient upon sale to do so.

Cost of AAI

Prices of AAI vary based on Membership status, as set forth in the table below titled Acquisition to Exit Roll Up Insider™ Participation Options.