DISCLAIMER:

We do not have partnerships or LPs secured for our fund and this deck is incomplete. This is designed to simply convey where we are going.

A CORPORATE COUNTRY CLUB FOR

ORGANIZATIONS DESTINED TO EXIT

Members-Only

The Team

The Club & Ranch

The Summary

CONTENTS:

A UNIQUE

PRIVATE

FUND

The Model

1

THE

MODEL

PRIVATE EQUITY... RETHOUGHT

The fund is an exclusive equity investment vehicle for club members:

  • Founded by the team + private equity
  • #1 Goal is to increase R.E.V. and exit within 5 years
  • Up to $7M in funding per quarter
  • Debt or equity options available
  • Membership and mentorship is required

FUND

MENTORSHIP

MEMBERSHIP

TECH

RANCH

CONTENT

PARTNERSHIP

A FUND FOR M&A:

The fund is seeking leaders who believe mergers and acquisitions is key.

Our fund might be able to be of help to fund that M&A growth.

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

BOOMERS

MILLENNIALS

GEN Z

WILL WE SEE YOUR EXIT?... WILL WE SEE YOU AT

G to do this

Of M&A transactions in 2018, 15% were acquisitions of tech companies

(more than any sector).

682 tech companies were purchased

by companies in an industry non-tech,

while 655 were acquired by tech.

*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’ FOR TECH AND M&A

EXITS

The Exit-Motivated Players Increasing

GROWTH

Most Need To Do More With Less Right Now

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

WE “PARTNER”

WITH EXPERTS

TO TRANSFORM THEIR INDUSTRY

(Via Technology)

CLIENTS = PARTNERS

REVENUE

EBITDA

VALUATION

R.E.V. IS HOW WE INCREASE

YOUR VALUE

SOFTWARE

PRODUCTS

TO SELL/GIVE

(REVENUE)

OVERHEAD

OR OPEX

REDUCTION

(EBITDA)

IN-HOUSE

PROPRIETARY

TECHNOLOGY

(VALUATION)

R.E.V

TECH INFUSION

NEGOTIATION POINTS

#1: ONE-TIME FEES

#2: SERVICES FEES

#3: EQUITY / CARRY

#4: RESTRICTIONS

#5: EXCLUSIVITY

2

THE

TEAM

FUND ORGANIZERS

Great sales and marketing minds have gotten together to create an event that you will want to be a part of and tell your friends about…

Nick Long
Nick is the revenue coach of the future, here today. He has built several businesses with his last 2 companies going from start-up to $30M a year within 4 years. Over his 18-year career as an entrepreneur the companies he has founded, owned and/or invested in have done over $400 million in total revenue.

G. Leavitt
Gaydon Leavitt (G as we call him), a marketing scientist for the last 10 years, has helped over 1,000 small businesses with their marketing in nearly 200 industries. As the creator of “The Marketing Equation”, “Smarketing”, “The Marketing Method”, and many other forms of intellectual property, G is always on the cusp of the easiest customer acquisition methods!

Paul Hatch
Paul took over leadership of the family printing business and grew revenue by over 300% in 10 years and later sold the company. He then launched the first-ever franchise for Corporate Alliance (now Allies). After starting with just 30 members 5 years ago, they now have 300 unique accounts.

CO-CEO Nick Long

NICK LONG is a High Performance Sales Coach, CEO Consultant, Serial Entrepreneur and Investor. He has built several businesses with his last 2 companies going from start-up to $30mm a year within 4 years using the same principals he teaches his Corporate/Private Coaching clients. Over his 18-year career as an entrepreneur the companies he has founded, owned and/or invested in have done over $400M in revenue.

This is done through impacting the lives of an entrepreneur 90 days at a time with an intense focus on daily physical fitness, intentional meditation, being emotionally present for their families and creating a bigger purpose for their lives.

Nick doesn’t operate from a place of theory. His past and current clients have experience massive growth and most have been able to double or triple their incomes inside of 90 days.

SALES, MARKETING, & COACHING LEADERSHIP

CO-CEO Gaydon “G” Leavitt

Gaydon is most known as:

  • Creator of Smarketing
  • Automating his business from 11%
    to over 50% net margins
  • Personal funding the development of Toolbox OS (over $7M in funding)
  • Over 15 years in tech/marketing expert
  • Mentored by Private Equity
  • SMB private equity experience

MARKETING, TECHNOLOGY & PRIVATE EQUITY LEADERSHIP

2003

2007

2009

2010 Our SaaS

2001

Sold Popular Vitamin w/ Google Adwords

Early Adopter Of Internet Marketing

Pioneering First Ford Dealership

Internet Dept. (SEO, CRM, Websites etc)

Started New Marketing Agency

At The Beginning Of The Recession

Surpassed Million Dollar Revenue Mark

Life-Changing Automation Realized

By SaaS Product Built For Ourselves

G’s CAREER TIMELINE

11% Net

51% Net = $600k+

$1,200,000

SaaS Epiphany:

Revenue Multiple: 8-12x

2011 SaaS Pivot

Automation Epiphany & Pivot to SaaS

Funding of SaaS with $600k+ per year

Rob Ryan Silicon Valley Legend

Rob Ryan held the record for a long time with his $20 Billion tech exit.

In 2013, G began being mentored by Rob and his method called “Sunflower”, which teaches you how to build a billion dollar exit.

G moved to Salt Lake City, Utah and took some good advice from Rob and his great team that will help to a $100M+ exit.

G and Rob at Rob’s home in Hawaii

PRIVATE EQUITY MENTORED

In 2012, G began being mentored by private equity executives in Utah and spend lots of time in Salt Lake City, Utah at the offices of the largest private equity firm in Utah. G took valuable advice from his mentors that will help in this exit.

Shane

Socrates

ENERGY, SPIRITUAL, AND CONSCIOUSNESS MENTORSHIP

Theodore

Doctor

Miriam

Answers

Marty

Energy

This team of well-curated spiritual and mental mentors will help you shift your life from the inside out - manifesting your dreams more clearly and making things we work on, stick.

CONTENT DIRECTOR Brian Perry

Brian Perry is a content strategist and has produced and directed experiential and lifestyle commercial spots for big brands across the US. With a background in marketing, Brian approaches content with a story telling driven aspects that feel authentic, genuine and unique. Lastly, his involvement with Public Television content has taken him across the globe to document company profiles from the newest advancements in agriculture technology, to AI and business automation.

VIDEO, STORY-TELLING, & PRODUCTION LEADERSHIP

M&A ADVISOR

Don Pierce

Don is most known for his service as:

  • CEO & President at Arby’s
  • COO at KFC-International
  • President & COO at Denny’s.
  • COO of Private Equity Management Org

Nowadays, Don serves on our boards as well as an advisor to the club.

M&A ADVISORY & OPERATIONAL LEADERSHIP

John Anderson

CFO

Justine Beard

VP of Operations

M&A LEADERSHIP

With bookkeeping experience and financial control background, Justine has all the operational knowledge of bookkeeping and controller work. At Insurancero, Justine leads the product team, manages the development and design teams, and fields product requests.

John is most known for:

CFO of 15 public companies in Asia and Australia. John has served as President and CFO at Toolbox OS

Since inception. He is expert at acquiring other profitable businesses, and detailed due diligence. At Insurancero, John serves as CFO of due diligence.

Kingsley Charles

CFO

Kingsley has acted as consultant for dozens of start-ups with revenues up to $200M since his work managing operations with a Fortune 500. He has spent his career working side-by-side with other professionals: Master of Taxation, CPA, CFP’s, accountants, valuation experts and attorneys for over two decades.

Ben Nelson

In-House Counsel

Ben has served 11 years as in-house counsel and 3 years of leading a private law firm and 10 years experience working for firms. He has spent over 1 year helping Insurancero including its creation and launch. Ben also served as CLO and in-house counsel at largest fractional CFO service in US.

Darren Jacklin

Scalability Expert

M&A LEADERSHIP

Darren advises NASDAQ companies but has also trained 157 Fortune 500 companies such as Microsoft, AT&T, Black & Decker, Barclays Bank, and, professional athletes. He is passionate about making a difference in people’s lives, today, Darren is also working as a ‘Philanthro Investor’.

Ken Ashworth

Tax Law Firm

Ashworth & Associates has done tax and tax law work for Google, Facebook, Bill Gates, and other tech companies in situations similar to ours. Ken and his team of tax accountants and tax lawyers serve us in a variety of ways regarding M&A activity as well as tax services. Located in Las Vegas.

Ron Vance

Securities Law

Ron spent 11 years experience running his own securities law practice and multiple years work for other law firms. Currently leading securities practice at Pearson Butler Law Firm doing Reg. D. Offering(s), compliance

To SEC & Utah Securities Commission,

Rules and tips around funding and M&A.

Having over 30 years of business valuation, transaction and business economics consulting experience, Martin has created two industry-leading firms, and has managed hundreds of clients for other professional advisors, and government and corporate clients in various industries.

Martin Hanan

Valuation Expert

EXTENDED TEAM

Phillipa Greenberg

A.I. Expert

Lewis McClam

A.I. Expert

With over 20 years as a technology consultant, Lewis has developed projects using VOIP, Predictive Dialers, Cloud SaaS, Gaming, Extended Realities, & Sales Management. Lewis is an active speaker & thought leader regarding Marketing, Data Aggregation, and Technology.

Phillipa launched her career as a consultant, overseeing the Regulatory/Biometrics & safety division for clinical research firms prior to making the transition to Big-Pharma Analytics. She specializes in the early adoption of emerging tech focused on the outcomes, affordability & accessibility.

Jonathan Speed

Strategic M&A

Jonathan has 35 years of sales, finance, and start-up experience including: raising capital, financial models, and tax projects. Jonathan advises as a board members and also serves on the advisory board of a number of startups - he holds a BA from Brown and is an Emeritus Trustee.

Hal Dibner

Psychology Expert

Hal received his doctorate in psychology in 1981 and went on to become one of an elite group of psychologists to be Triple-Board Certified in Psychoanalysis. Triple-Board Certified Analyst & Business Psychologist for Credentialed Experts, Executives, Employees & Entrepreneurs.

3

DESCRIPTION OF MEMBERS

WE ARE SEEKING

#1: INNOVATIVE LEADERS

#2: BIG INDUSTRIES

#3: M&A ACTIVITIES

#4: TECH DEFICIENCIES

#5: GREAT CULTURES

STORIED

Where exits and valuation uptick gets realized. A true asset to consider in M&A implementation and deal making. At the ranch, we cultivate relationships and gather in order to:

  • Court prospects
  • Perform software implementations
  • Conduct sales and executive bootcamps
  • Negotiate lifetime licenses
  • Make deals and negotiate M&A

Our golf course, lakes and obstacle courses enable life-changing experiences where we shift life into exit mode.

RESULTS. STORIES. WHAT WILL YOU CREATE AT

Mr. Long & Hard

EATING OUR OWN DOG FOOD

$400K Into Over $7M

“Toolbox OS 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 Toolbox technology. $400K was a bargain and a life-changing decision.”

(As a franchisor…)

NEW VENTURE

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.

When you work with Toolbox OS, 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. Toolbox becomes a major differentiator.

(As a franchisor…)

TECHNOLOGY USER

From 7 location to 16 in 90 days

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...

From 7, we quickly grew to 9 locations where we reached a roadblock in expanding. With Toolbox, we reached 12 and now 16 and I now see real potential to expand our business to 25 or 50 locations in the future.”

(As a franchisor…)

A Unitedhealthcare Company:

Additional $7M in Revenue In Q4, 2019

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

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

(As a franchisor…)

EQUITY FUNDING

NEGOTIATION POINTS

#1: PPM/USE OF FUNDS

#2: ADVISEMENT

#3: EQUITY STAKE

#4: SPECIAL TERMS

#5: DEAL ROOM

#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 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?

DIFFERENT MEMBER LEVELS HAVE REVENUE, EBITDA, AND OTHER REQUIREMENTS

4

Designed as a co-op (mutual) with club members… Exit Ranch is where exits and valuation uptick gets realized. A true asset to consider in M&A implementation and deal making. At the ranch, we cultivate relationships and gather in order to:

  • Court prospects
  • Perform software implementations
  • Conduct sales and executive bootcamps
  • Negotiate lifetime licenses
  • Make deals and negotiate M&A

Our golf course, lakes and obstacle courses enable life-changing experiences where we shift life into exit mode.

A STORIED VENUE

‘EXIT RANCH’ IN IDAHO, USA

Mastery Over Your Mindset

Fun Fuels Your Fire

Relationships Realize Your Dreams

MEMBER MILESTONES & AWARDS

REVENUE:

Doubled Revenue

Tripled Revenue

EBITDA:

Doubled EBITDA

Tripled EBITDA

MULTIPLE:

Doubled Multiple

Tripled Multiple

27X CLUB: Tripled Revenue | Tripled EBITDA | Tripled Multiple

8X CLUB: Doubled Revenue | Doubled EBITDA | Doubled Multiple

12X CLUB: Doubled Revenue | Doubled EBITDA | Tripled Multiple

4X CLUB: Doubled Revenue or EBITDA | Doubled Multiple

6X CLUB: Doubled Revenue or EBITDA | Tripled Multiple

BADGES GIVEN AT THE NEXT 90 AWARD CEREMONY AT

EXCLUSIVE MEMBERSHIP & CO-OP FOR ENTREPRENEURS

LIFETIME

MEMBERSHIPS

STARTING AT $100K

2: Mentorship

1: Membership

3: Tech Infusion

4: Investment

INVESTMENT STAGES:

5: Exit

5

SUMMARY

FUND

MENTORSHIP

MEMBERSHIP

TECH

RANCH

CONTENT

PARTNERSHIP

A CORPORATE COUNTRY CLUB FOR

ORGANIZATIONS DESTINED TO EXIT

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.”

THE FUND: 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 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

TOP INDUSTRY LEADERS

GATHER @ EXIT RANCH

INQUIRE ABOUT MEMBERSHIP & QUALIFICATION

A CORPORATE COUNTRY CLUB FOR

ORGANIZATIONS DESTINED TO EXIT

Valuation Fund - Deck - Google Slides