Confidential. Copyright by Toolbox OS Inc. All rights reserved.

- PRESENTATION CONTENTS -

Technology. Accelerated.

1

INTRO

WE

SAASIFY

STUFF

WE ARE SOFTWARE

BEHIND

TECH-ENABLED BRANDS

WE PARTNER WITH COMPANIES

TO ADD TECHNOLOGY

OUR MISSION:

UPGRADE THE VALUE

OF OUR PARTNER’S

BUSINESSES VIA TECH

SOFTWARE

PRODUCTS

TO SELL/GIVE

(REVENUE)

OVERHEAD

OR OPEX

REDUCTION

(EBITDA)

IN-HOUSE

PROPRIETARY

TECHNOLOGY

(VALUATION)

HOW WE INCREASE

ENTERPRISE

VALUE

2

LEVER #1:

REVENUE

REVENUE

WE ALLOW BRANDS TO ADD SOFTWARE TO THEIR PRODUCTS AND SERVICES

Goodwill:

Organizations offering our tech as a form of goodwill use a (similar to revenue) approach but offer the tech gratis.

SALES LEADS: THE SOURCE LAYER

(ALL THE WEBSITES THAT CREATE LEADS)

LEAD WAREHOUSE & ROUTING SYSTEM

(SUPPLY)

NETWORK OF LOCAL AGENCIES

(DEMAND)

AGENCY

AGENCY

AGENCY

AGENCY

AGENCY

STAFF QUALIFYING

STAFF ON-BOARDING

STAFF CONTRACTING

STAFF LICENSING

JOB-RELATED TOOLS

JOB-RELATED MATERIALS

JOB-RELATED SOFTWARE

DEPARTMENT CRM

STAFF CERTIFICATIONS

STAFF RECRUITING

PEOPLE TECH

DIALER / PHONE SYSTEM

OPERATIONAL TECH

OPTIMIZATION TECH

FINANCIAL METRICS

SALES ANALYTICS

MARKETING ANALYTICS

CALL CENTER METRICS

COMPLIANCE & QA

COMMISSIONS

NEW HIRE PAPERWORK

TRAINING

JOB-RELATED CE

WHAT TECHNOLOGY DO YOUR CLIENTS OR CONSTITUENTS NEED?

EMAIL, CHAT & SMS

G to do this

SOLUTIONS ENABLED BY ARTIFICIAL INTELLIGENCE

FOR GAMIFICATION AND BETTER USER EXPERIENCE

Recruiting, hiring, training, onboarding, turnover, client onboarding, visibility, financial KPIs

Leads, marketing planning/projects & reporting

INCREASES MARGIN

$$$$$$$$$$$$$$$$

A Unitedhealthcare Company:

  • Purchasing sales leads in app creating millions in revenue
  • Utilizing reporting and concierge service attached to leads
  • Using logins module and basic Toolbox
  • Utilizing recruiting and hiring technology
  • Utilizing aggregated billing for 3rd party software
  • ~1,000 users @ 4 divisions and 50+ offices

ENTERPRISE CASE STUDY

Billed over $1.5M in Q4 across ~1,000 users

(As a franchisor…)

3

LEVER #2:

EBITDA

Toolbox Helps Companies Get More Out Of Their Greatest Asset… Their People

2 MINUTES TO

CREATE A PIE CHART

$200,000 - FIGHTING FIRES

$200,000 - MARKETING

$200,000 - EXEC MEETINGS

$200,000 - SALES MEETINGS

$200,000 - PLANNING

$1,000,000 - PAY

PEOPLE STATEMENT

LEADERS

MANAGERS

WORKERS

INCOME STATEMENT

GROSS REVENUE

COST OF GOODS

GROSS PROFIT

EXPENSES (people)

NET PROFIT

PEOPLE STATEMENT

  • Marketing Learning and Planning Software (2013)
  • Web Hosting Server Network (2007)
  • Data on Consumer Leads (2016)
  • Searchable Leads Database To Find Leads (2018)
  • CRM for Service Businesses (2013)
  • VOIP Dialer (2019)
  • Multi-Location Website Builder Platform (2020)
  • Foot Traffic Tracking For Retail Stores (2019)
  • Video Player Platform (2020)
  • Zoom-Like Video Conferencing (2020)
  • Client Onboarding System (2018)
  • Click and Call Tracking Analytics (2013)
  • Shopping Cart With Immense Customization (2019)
  • Bot Closer (2020)
  • Bot Customer Service Rep (2020)

PAST MARKETING & SALES PROJECTS

(As a franchisor…)

  • Applicant Tracking System - Automated Recruiting (2018)
  • Human Resource Information System - Automated Staff Onboarding (2018)
  • Learning Management System (2018)
  • Organizational Chart (2018)
  • Searchable Leads Database To Find Recruits (2018)
  • Employee Scheduling (2020)
  • Employee Evaluations (2020)
  • Secure Messaging Mobile App (2020)

PAST HUMAN CAPITAL PROJECTS

(As a franchisor…)

  • Business Plan Builder (2015)
  • Approved Vendor Matching System (2016)
  • Internal Forum for Stakeholders And Ideas (2019)
  • Document Storage and Library (2015)
  • IOT Sensors w/ Reports (2019)
  • Username / Password Storage (2017)
  • Simple Tasks System (Covey Quadrants) (2017):
  • Directory of Locations or Units (2018):
  • List of Compliance Items with Alerts (2020):

PAST OPERATIONAL PROJECTS

(As a franchisor…)

  • Commissions and Royalty Approvals and Tracking (2019)
  • Bank Balance and Status (2019)
  • Business Intelligence Dashboards (2018)
  • Bookkeeping A.I. (2020)
  • ACH Payment Portal (2020)
  • Loan Vendor Matching (2016)
  • Part-Time CFO Matching (2016)
  • Bot CFO (2020)

PAST FINANCE & REPORTING PROJECTS

(As a franchisor…)

EATING OUR OWN DOG FOOD

$400K Isn’t Too Much

“Our software was invented when G Leavitt spent $400K to develop his own custom operating system. It added $600K in net profit, generating ROI in year 1 and generated 9 years of those profits until exit. To date, over $7M has been invested in our technology. $400K was a bargain and a life-changing decision.”

CASE STUDY

(As a franchisor…)

NEW INDUSTRY TOOLS

Traded $60K for $250K:

A gentleman wanted to make a CRM for his industry. We got him a complete project and contributed $250K in I.P. for $60K out of pocket for him.

The punchline is that when you work with us, you don’t pay retail rate for building software and we can contribute intellectual property at a fraction of what it costed us to develop it. We become a major differentiator in trying to get a project done successfully.

CASE STUDY

(As a franchisor…)

PRODUCT USER & INVESTOR

Sharna

The simplicity of Toolbox frees up my time to improve and grow our business. I've been able to create consistency with each location that I could only dream of before...

We quickly grew to from 7 to 9 locations where we reached a roadblock. With Toolbox, we have reached 12 and I now see real potential to expand our business to 25 or 50 locations in the future.”

SMALL BUSINESS CASE STUDY

(As a franchisor…)

4

LEVER #3:

VALUATION

Of the transactions announced last year,

15%, were acquisitions of tech companies (more than any other sector).

682 tech companies were purchased by companies in an industry other than tech, while 655 were acquired by tech companies.

*according to data compiled by Thomson Reuters.

BOOMERS

Aging Baby Boomers w/ No Business Heir

DIFFERENTIATION

Firms Struggling To Create Differentiation

STRATEGIC M&A

Picky And Strategic Buyers About Alignment

MARGINS

People-Driven Models Leaving Tight Margins

TECH BUYS

Value-Added Tech Companies Folded-In

VALUATIONS

Tech Reducing Traditional Firm Value

This window in time is only leverageable via technology - our most potent weapon

A UNIQUE ‘WINDOW IN TIME’

HOW A.I. & TECH IS CHANGING BUSINESS

EXITS

The Exit-Motivated Players Increasing

GROWTH

Most Need To Do More With Less Right Now

Premise:

Our average client/partner is valued 3-10X EBITDA. Our thesis is to double EBITDA and/or enterprise value in 6 months.

If we cannot double EBITDA for some reason, we can increase enterprise value by adding technology (multiple increase).

Brand Promise:

We will 2x the value of your company in the first year.

Qualtrics (qualtrics.com) just sold their SaaS company for $8 Billion to SAP, the international software giant. Qualtrics achieved about $400M in revenue in 2018 (reportedly) but sold for $8B, achieving an ambitious 20X+ revenue.

SaaS Company

Recently Sold

(Over 20X Revenue)

CINC is a powerful real estate platform that keeps you seamlessly engaged with your clients from Hello to Congratulations. Along with best practices, CINC allows you to stay top of mind throughout the home buying process.

SaaS Company

Recently Sold

(19X Revenue)

(In tech-enabled services) “The Transaction Processing sector is trading at an all-time high EV/EBITDA multiple of 18.6x followed closely by Info Services, which witnessed a spike at

17.4x during Q2 2018.”

https://solganick.com/solganick-co-it-services-and-tech-enabled-services-ma-update-ytd-2018/

Tech-Enabled Service Multiples

5

THE

LICENSEE

Level 10: Space A.I.

Level 9: Neuro A.I.

Level 8: Optical A.I.

Level 7: Language A.I.

Level 6: Robot A.I.

Level 5: Peopleless Tech

Level 4: Data Tech

Level 3: Process Tech

Level 2: Paperless Tech

Level 1: Communication Tech

TECH ESCALATION LADDER

WHAT IS YOUR LEVEL OF TECHNOLOGY UNDERSTANDING?

The levels of understanding of technology is unprecedented - disruption is on the horizon as millenial and gen z leaders take over main street businesses in a variety of sectors.

BOOMERS

MILLENNIALS

GEN Z

THIS WILL BE THE GREATEST TRANSFER OF WEALTH AND THE BEST ERA FOR M&A

G to do this

MULTI-LEVEL

OR

MULTI-LOCATION

BRANDS ARE BEST

#1 - Potential

  • Are you in a very large industry?
  • Are you performing a rollup or M&A?
  • Multi-location? Multi-level? Multi-unit?
  • Does this have a potential value near $1B?
  • Exit on the horizon?

4-PART CLUB MEMBER APPLICATION & VETTING PROCESS

#3 - Culture

  • Will you understand technology?
  • Will you appreciate technology?
  • Have you ever adopted technology successfully in the past?
  • Will the culture allow for scale to exit?

#2 - Leader

  • Do you have a high level of energy?
  • Do you have a high level of intellect?
  • Do you have a high level of integrity?
  • Are you able to delegate well?
  • Leader focused on exit?

#4 - Team

  • Do they have a full org chart?
  • Do they have a full board?
  • What team members are they missing?
  • What is the age of the team?
  • The right team to achieve exit?

REVENUE, EBITDA, AND OTHER QUALIFICATIONS VARY

-INSURANCE SAAS-

Over 30 tools and people who have a competency in tech integrations

-INSURANCE M&A-

The plan outlined is a model to acquire value in a roll-up

-INSURANCE AGENCY-

Over 50 years experience running insurance agencies in one team

#1

#2

#3

LICENSEE SPOTLIGHT:

Insurance Roll-Up

Deal Summary

#1: FRESH C CORP

#2: ASSETS CONVEYED IN

#3: $5M PPM @$40M (PRE)

#4: 38% EQUITY FOR TOOLBOX

#5: $2B EXIT PLAN

-MSP SAAS-

Over 30 tools and people who have a competency in tech integrations

-IT SERVICES M&A-

The plan outlined is a model to acquire value in a roll-up

-MSP & CYBER SERVICES-

Over 10 years experience running and lots of experience in tech

#1

#2

#3

LICENSEE SPOTLIGHT:

IT Services Roll-Up

Deal Summary

#1: MOST PROFITABLE MSP

#2: ROLL UP OF IT SERVICES / CYBER

#3: REVERSE MERGER / PUBLIC SOON

#4: OVER 20% EQUITY FOR TOOLBOX

#5: $2B EXIT PLAN

6

SUMMARY

IN COMPETITION with REV by Toolbox...

Feature

Leads

H.R.

& People

Marketing

& Sales

Accounting

& Reports

Toolbox

Sales Leads at Scale

Human Capital Management

Marketing Infrastructure

Selling Automation & Measurement

Operational Automation

Automated Accounting & Finance

Plays With All Other Software

Added To Balance Sheet

G to do this

Anthony Armstrong, co-head of technology M&A at Morgan Stanley said, “It’s better to acquire disruptive technology than to be disrupted by that technology.”

MULTIPLE CLUB: MULTIPLE BASICS

Premise:

Our average client/partner is valued 3-10X EBITDA. Our thesis is to triple revenue, EBITDA and valuation multiple.

Promise:

We will 2x the value of your company in the first year of your club membership.

AN EXAMPLE COST-BENEFIT ANALYSIS

You don’t need a software developer to get

this done, you need a software company.

It takes: support, billing, marketing, sales, front-end & back-end developers, devops, servers, creative, and UI/UX experts.

G to do this

#1

ONE-TIME

FEES

#2

MONTHLY

ROYALTIES

#3

EQUITY

STAKE

THE (3)

WAYS

PARTNERS

PAY US

G to do this

DEAL POINTS

TO DISCUSS

#1: ONE-TIME FEE

#2: SERVICES FEES

#3: EQUITY / CARRY

#4: RESTRICTIONS

#5: EXCLUSIVITY

WE ARE SEEKING

INDUSTRY CHANGERS…

WHO KNOW TECH CAN MAKE A DIFFERENCE
(ANY INDUSTRY)

INQUIRE ABOUT A PARTNERSHIP W/ US

Confidential. Copyright by Toolbox OS Inc. All rights reserved.

- PRESENTATION CONTENTS -

Technology. Accelerated.

REV Lifetime Licensing Deck (v.2) - Google Slides