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All inputs in millions, except per share data
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Offering Assumptions
Founder Securities Assumptions
Aggregate purchase price $0.025
Promote (%): 12.5%
Common Shares 3.571
Warrants (Tranche 1) Strike: $0.00 0.000
Warrants (Tranche 2) Strike: $0.00 0.000
Warrants (Tranche 3) Strike: $0.00 0.000
Warrant exercise threshold $0.00
Private Placement Assumptions
Aggregate purchase price $9.000
Common Shares 0.000
Warrants (Tranche 1) Strike: $7.50 3.000
Warrants (Tranche 2) Strike: $10.00 3.000
Warrants (Tranche 3) Strike: $12.50 3.000
Warrant exercise threshold $0.00
CoInvestment / 10b51
Consideration: $20.000
Shares purchased at: $10.00 5.000
Warrants purchased at: $0.00 5.000
Warrant exercise price: $7.50
Warrant Purchase
Warrants purchased at: $0.80 0.000
Warrants purchased at: $0.90 0.000
Warrants purchased at: $1.00 12.500
Fees
Underwriting spread 7.0%
Deferred underwriting spread 5.0%
Legal Fees & Expenses 0.450
Printing and Engraving Expenses 0.100
Accounting Fees and Expenses 0.070
SEC Registration Fee 0.016
FINRA Registration Fee 0.041
AMEX Listing Fees 0.070
Miscellaneous Expenses 0.053
Other Assumptions
Net offering proceeds not held in trust 0.200
SOURCES & USES
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www.gazhoo.com Estimate % / $ per Unit Commnents
Offering Expenses:
Underwriting Discount 17,500,000 7.00% / $0.70 7.0% of offering gross proceeds, 5.0% is deferred
Legal Fees and Expenses 450,000 0.18% / $0.02
Printing and Engraving Expenses 100,000 0.04% / $0.00
Accounting Fees and Expenses 70,000 0.03% / $0.00
SEC Registration Fee 15,818 0.01% / $0.00 Other cash transaction expenses
FINRA Registration Fee 40,750 0.02% / $0.00
AMEX Listing Fees 70,000 0.03% / $0.00
Miscellaneous Expenses 53,432 0.02% / $0.00
Net Proceeds from Offering and from Sale of
Founder Securities 240,700,000 96.28% / $9.63
Net Offering Proceeds not Held in Trust 200,000 0.08% / $0.01 Available for due diligence, etc.
Net Proceeds from Offering and from Sale of
Founder Securities Held in Trust for our Benefit 240,500,000 96.20% / $9.62
Deferred Underwriting Discounts Held in Trust 12,500,000 5.00% / $0.50 5.0% percent of offering gross proceeds deferred
Total Amount in Trust $253,000,000 101.2% / $10.12 Released upon closing of deal
RETURNS ANALYSIS
SECURITY SUMMARY
Economics Initial Investment Private Placement Warrant Purchase Warrant Purchase Total Investment
Ownership % Shares Warrants Investment Shares Warrants Investment Warrants Avg. Px Investment Shares Warrants Investment Shares Warrants Investment
Management 12.5% 3,571,429 0 $25,000 0 9,000,000 $9,000,000 0 NA $0 5,000,000 5,000,000 $20,000,000 8,571,429 19,000,000 $49,025,000
* Assumes exercise of all warrants.
TOTAL RETURN TABLE
$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00
Total Value: $50.0m $55.0m $60.0m $65.0m $70.0m $75.0m $80.0m $85.0m $90.0m $95.0m $100.0m
Less Basis: $12.5m $17.5m $22.5m $27.5m $32.5m $37.5m $42.5m $47.5m $52.5m $57.5m $62.5m
Total Return: $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m
Total Return %: 300.0% 214.3% 166.7% 136.4% 115.4% 100.0% 88.2% 78.9% 71.4% 65.2% 60.0%
VALUE GRAPH
$300
$250
$200
Value
$150
$100
$50
$0
$8.00 $9.00 $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00
www.gazhoo.com Stock Price
www.gazhoo.com Absolute Dilution ($ Millions)
Amount Investment
Founders Securities
Common Shares 3.6mm $28.6 $32.1 $35.7 $44.6 $50.9
Warrants (Tranche 1): $0.00 Strike 0.0mm
$25.0k
Warrants (Tranche 2): $0.00 Strike 0.0mm
Warrants (Tranche 3): $0.00 Strike 0.0mm
Private Placement
Common Shares 0.0mm
Warrants (Tranche 1): $7.50 Strike 3.0mm $1.5 $4.5 $7.5 $15.0 $20.3
$9.0mm
Warrants (Tranche 2): $10.00 Strike 3.0mm $7.5 $12.8
Warrants (Tranche 3): $12.50 Strike 3.0mm $5.3
CoInvestment
Warrants 5.0mm $20.0mm $2.5 $7.5 $12.5 $25.0 $33.8
Warrant Purchase
Warrants 12.5mm $12.5mm $6.3 $18.8 $31.3 $62.5 $84.4
Public
Common Shares 25.0mm
$250.0mm
Warrants 0.0mm
Ownership Analysis
Amount Investment
Founders Securities
Common Shares 3.6mm 11.96% 11.16% 10.60% 9.56% 9.03%
Warrants (Tranche 1): $0.00 Strike 0.0mm
$25.0k
Warrants (Tranche 2): $0.00 Strike 0.0mm
Warrants (Tranche 3): $0.00 Strike 0.0mm
Private Placement
Common Shares 0.0mm
Warrants (Tranche 1): $7.50 Strike 3.0mm 0.63% 1.56% 2.23% 3.21% 3.59%
$9.0mm
Warrants (Tranche 2): $10.00 Strike 3.0mm 1.61% 2.26%
Warrants (Tranche 3): $12.50 Strike 3.0mm 0.93%
CoInvestment
Warrants 5.0mm $20.0mm 1.05% 2.61% 3.71% 5.35% 5.99%
Warrant Purchase
Warrants 12.5mm $12.5mm 2.62% 6.51% 9.27% 13.38% 14.97%
Public
Common Shares 25.0mm 83.74% 78.15% 74.19% 66.90% 63.22%
$250.0mm
Warrants 0.0mm
Total Public 83.74% 78.15% 74.19% 66.90% 63.22%
Note: Ownership analysis based upon cashless exercise in all scenarios.
TRANSACTION SIZING www.gazhoo.com
Absolute Dilution @ $10.00 per Share Value Creation