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NORTH AMERICA

Confidential Information Memorandum

May 2024

*CDI Global North America is represented by JD Merit & Company.

*Insert Company Logo*

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Confidentiality

This Confidential Infomemo ("Infomemo") has been elaborated by CDI Global North America (CDI Global) together with COMPANY NAME and affiliated entities (“AFFILIATED COMPANIES”), from a current analysis of the integral situation of the business.

The parties agree to keep this Infomemo under the strictest confidentiality, binding themselves not to disclose it or any of its terms to third parties, except with the express authorization from the other party. Moreover, they expressly bind themselves to unconditionally and irrevocably maintain professional secrecy, to keep the strictest reserve and confidentiality, and not to communicate or distribute - whether privately or publicly - any of the information provided by the other Party or of which it becomes aware of directly, indirectly or merely circumstantially by reason of the compliance of this Non-Disclosure Agreement.

For the purpose of this Agreement, the following shall not be considered Confidential Information: (i) the information that is of public domain or which has been made public by any legitimate means and in accordance with the laws, including that which is made public by the Parties and/or any other public people, individual or legal entity not related to the Parties; (ii) all information that is recorded in state and private registries that has public character; and (iii) all information that one of the Parties has become aware of non-confidentially before, during or after this Infomemo has been elaborated by information provided by third parties.

The Parties bind themselves to protect the Confidential Information from its non-authorized use, dissemination or distribution and shall therefor be extremely careful and shall take all security measures that it would normally employ to treat and protect it. In this sense, they bind themselves to limit access to such Confidential Information to the employees or people who need to know it.

The obligations provided for in this clause shall survive termination of this Agreement, whatever the cause.

This Infomemo shall remain the property of the Company and CDI Global.

Disclaimer

This Infomemo has been compiled by CDI Global and is of a proprietary and confidential nature. While the information contained herein is believed to be accurate, CDI Global expressly disclaim any and all liability for representations, expressed or implied or contained in this document or any other written or oral communication. The sole purpose of this Infomemo is to assist recipients in deciding whether they wish to proceed with a further investigation of this Company. This document is not intended to form the basis of a decision to purchase the Company, nor any other investment decision and does not constitute an offer, invitation or recommendation for the sale or purchase of securities. Neither the information contained in this document, nor any further information made available in connection with the Company will form the basis of any contract.

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Table of Contents

Overview	3
Corporate and Personnel	7
Executive Team	8
Company History	9
Business and Strategy	10
Capabilities	11
Add Pages Here	12
	13
	14
	15
	16
Industry and Projected Growth	17
Company Financials	22
Balance Sheet, Cash Flows, P&L	23-25
Process Overview and Timeline	26

COMPANY PICTURE

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1.

Overview – add company picture

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Company Profile & Transaction Overview

Financial Overview

Transaction Thesis

Owners are looking to sell… (get from Teaser)


	2021	2022	2023	EOM Apr 2024

Revenues
Net Income
EBITDA

Adjusted EBITDA

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Source: Ten Water

Headquarters	➤ XXX
Founded	➤ XXX
No. of Employees	➤ XXX
Website	➤ XXX
Geographic Market	➤ XXX
Desired Transaction	➤ XXX

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Key Investment Considerations

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Historical Performance

Strategic Locations

XXX

Competencies

XXX

Forecasted Growth

XXX

Project Pipeline

XXX

Management Team

XXX

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2.

Corporate and Personelle

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Executive Team

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Name

Role

Description of role in the company.�

Name

Role

Description of role in company

Name

Role

Description of role in company

Name

Role

Description of role in company

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Company History – or other relevant info

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3.

Business and Strategy

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Capabilities

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XXX

XXX

XXX

XXX

XXX

XXX

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Relevant Locations

XXX

XXX

Map Key

MAP

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Product Line

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XXX

Describe

XXX

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Other Relevant Info

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Synopsis of Strategy

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\

XXX

XXX

XXX

Strengths

Challenges

Opportunities

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4.

Industry and Projected Growth

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Industry Categories

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Source:

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Market Structure

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Source

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Industry Growth

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Source:

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5.

Company Financials

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Balance Sheet – Add any other financial data

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Current Unadjusted Cash Flows

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Profit and Loss

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Process Overview and Timeline

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LOIs should be submitted including purchase price, structure, timing, and any special terms or conditions. Proposals should be accompanied with anticipated financing structure to close the contemplated transaction. Full access to diligence materials relating to the Company will only be made available to interested parties via a virtual data room. Preliminary comments to Stock Purchase Agreement must be included with LOI submission.

On the basis of IOIs, qualified parties will be invited to participate in a management meeting and review additional preliminary diligence materials. Parties invited to management meetings will have complete access to diligence materials and virtual data room.

Parties interested in pursuing a transaction will be asked to submit an Indication of Interest (“IOI”). IOIs should include a value range, a description of required approvals, financial structure and a detailed discussion of your rationale for acquisition and capital structure.

The shareholders of the Company are seeking a sale of all COMPANY operating entities, preferably with inclusion of associated real estate. The strategic auction process outlined below will be managed by CDI Global North America on behalf of the Company.

IOIs

Date

Management Meetings

Date

LOIs

Date

Acceptance of a LOI will lead directly to a formal due-diligence process and negotiation of a definitive written transaction agreement and ultimately closing of the contemplated transaction.

XX

Ideal Target/Buyer

Date

Value Assessment

Date

Put Away Thesis

Date

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