TERMS AND CONDITIONS

User Agreement – Acquisitions Academy Roll Up Insider™

This agreement (this “Agreement”) is by and between Acquisitions Academy Capital Group (“Acquisitions Academy”) 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 Acquisitions Academy for Acquisitions Academy’s own portfolio companies to multiply the resale value of those companies. Only certain companies are eligible for AAI. Acquisitions Academy grooms and prepares its own portfolios for AAI. Additionally, Acquisitions Academy will accept companies coming from Acquisitions Academy’s Ultimate Members and Acquisitions Pilot Project (APP) Members. Non-Member buyers of AAI must have their companies approved and accepted by Acquisitions Academy 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 Acquisitions Academy. 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 Acquisitions Academy retains 100% ownership in AAI. Acquisitions Academy 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 Acquisitions Academy portfolio companies. It is only because of the 2-4X value AAI is designed to create that Acquisitions Academy 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 Acquisitions Academy 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 Acquisitions Academy roll-up portfolio and be managed by Acquisitions Academy until sale.

AAI Services

As part of AAI, whether paid or free as part of APP, Acquisitions Academy 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 Acquisitions Academy portfolio companies, and

4. They have strategic and organizational alignment with Acquisitions Academy portfolio companies.

This represents a substantial investment of Acquisitions Academy’s time, money, and bandwidth to accomplish and includes the following components as determined by Acquisitions Academy 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, Acquisitions Academy 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 Acquisitions Academy M&A project specialist who manages and oversees the entire acquisition and post-acquisition process.

- Acquisitions Academy Growth Team™ – Dedicated strategic team.

- Acquisitions Academy Roll Up Team™ – Dedicated strategic team.

- Acquisitions Academy 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 Acquisitions Academy 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 Acquisitions Academy’s discretion as needed.

APP Requirement

With the exception of the Acquisitions Pilot Project (APP), Acquisitions Academy’s paying customers and Members are free to manage Companies independently of Acquisitions Academy 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 Acquisitions Academy 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 Acquisitions Academy’s roll-up process called Acquisitions Academy 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 Acquisitions Academy

The role of Acquisitions Academy 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

Acquisitions Academy 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 Acquisitions Academy, SBA personnel, or representatives of Companies:

- Proof of Funds (POF) and cover letter (form provided by Acquisitions Academy) authorizing Acquisitions Academy 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 Acquisitions Academy 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 Acquisitions Academy, 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 Acquisitions Academy 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 Acquisitions Academy team and third parties engaged by Acquisitions Academy are highly experienced, and Acquisitions Academy incorporates redundancies for quality control. Acquisitions Academy is happy to consider input and concerns raised by Participants, but ultimately, Acquisitions Academy 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 Acquisitions Academy as general partner, managing member, or similar managing position in AAI-related entities, all of which Acquisitions Academy 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 Acquisitions Academy, 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, Acquisitions Academy charges a roll-up fee payable by the Company (not Participant), which is to be deducted from Acquisitions Academy’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 Acquisitions Academy Roll Up Insider™ Participation Options.