TENOR CAPITAL PARTNERS. ESOP Leveraged Buyout Specialist,

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1 TENOR CAPITAL PARTNERS ESOP Leveraged Buyout Specialist,

2 Tenor Capital Partners, LLC (TCP) is the leading boutique investment bank in the southeast focused exclusively on advising, and acting as advocate for, companies, shareholders and management teams in analyzing, structuring, financing and implementation of employee stock ownership plans (ESOP). The principals of TCP have deep ESOP, traditional mergers and acquisitions and financing transaction experience, with more than 75 years combined experience and hundreds of closed transactions. Some of TCP s recent work includes advising the following companies in connection with their ESOP transactions: Tenor Capital Partners, LLC (c)

3 TCP Leadership Todd Butler, Esq. Todd is the founder and a managing partner of TCP and leads the firm s ESOP structuring and analysis efforts. Prior to committing to TCP full time in 2016, he had previously led the national ESOP legal transaction team at the law firm of FisherBroyles, LLP, which prior to his departure had become the most active ESOP legal transaction practice in the Southeast. Prior to working with FisherBroyles, LLP, Todd led the national ESOP legal transaction practice at the law firm of Holland & Knight LLP, which is one of the largest law firms in the country. Todd has a law degree and bachelors degree in finance from Georgia State University. Todd Butler Direct: butler@tenorcap.com Andre Schnabl, CPA Andre is a managing partner of TCP and leads the firm s financing raise practice. Prior to joining TCP, Andre retired as Managing Partner of the Atlanta office of Grant Thornton LLP in Prior to his retirement he held a variety of positions within the firm in the firm's offices in Zimbabwe, Montreal, Canada and Atlanta. During his career, he has consulted with mid market companies on a variety of matters, including mergers and acquisitions, debt and equity financings including public offerings. Since Joining Tenor in 2013, Andre had been advising companies and shareholders in business succession using ESOP s, including shareholder advocacy, structuring and leading the financing raises. Andre has a Bachelor of Science degree in Chemistry and Geology from the University of London and is a CPA. He serves on a number of corporate and not-for-profit boards. Andre Schnabl Direct: andre@tenorcap.com Tenor Capital Partners, LLC (c)

4 WHAT IS AN ESOP? An employee stock ownership plan ( ESOP ) is a qualified, defined contribution, employee benefit plan. ESOPs are "qualified" in the sense that the ESOP's sponsoring company, the selling shareholder and participants receive various tax benefits. An ESOP is very similar to other qualified retirement plans, like a 401(k) plan, with two very significant differences: (1) the ESOP is designed to invest primarily in the stock of the sponsoring company and (2) employees don t use any of their money to acquire any shares. The first ESOP was created in 1957, the tax benefits which make the ESOP so popular were introduced in 1975, and there are in excess of 10,000 companies with ESOPs (excluding subs and affiliates) in the U.S. today. A leveraged ESOP ( LESOP ) is simply an ESOP that has obtained financing to purchase shares of the company from existing shareholder or from the company itself. 4

5 6 Reasons Why a Shareholder of a Private Company Should Consider an ESOP as a Partial or Complete Exit Strategy or Liquidity Event 1. Customizable. 2. Fair Market Value. 3. Capital Gains Tax Deferral. 4. Control. 5. Post Closing Company Cash Flow Efficiency 6. "Second Bite of the Apple".

6 SOME ESOP MISCONCEPTIONS Selling shareholders will lose control to employees Management or employees will have to fund the purchase You have to be a particular entity type (e.g., C corp/s corp) Employees will have access to sensitive company financial information Sellers will not receive a fair purchase price An ESOP will prevent a subsequent sale of the company ESOPs are expensive to set up and/or administer post-closing To have an ESOP companies need a large payroll It only works for certain types of businesses 8

7 Todd Butler Tenor Capital Partners, LLC 1266 W Paces Ferry Rd Suite 419 Atlanta, GA Andre Schnabl Tenor Capital Partners, LLC andre@tenorcap.com 1266 W Paces Ferry Rd Suite 419 Atlanta, GA

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