memo 2 final michael lamaita

Memo To: Apex Investment Partners From: Michael LaMaita RE: Accessline Investment Opportunity Accessline Valuation Accessline’s proposed valuation perpetuates the company’s idea that they should be valued at a premium. With the assumptions and calculations listed in Appendix 1, I have come to a NPV of $31,945,872, while Accessline’s value (before our investment) is $103,110,976 (Appendix 2). My valuation differences are largely attributed to the use of a discount rate of 60% to account for the large assumptions made on deferred revenue and its calculation through licensing and maintenance revenue. See assumptions in Appendix 1 for more details on assumptions. Kranzler, Fuller and Stuart believe that this value should remain so as to not anger Series A investors, and in order for Apex to gather other investors on this deal Apex will have to convince the other investors that the changes in the term sheet below will be beneficial. The proposed term sheet would never be acceptable to Apex’s other investment partners, which is why I have altered some provisions below. Changes in Proposed Term Sheet We wish to propose changes that do no dramatically affect control of the company – we understand from Accessline’s proposed term sheet that they wish to drive the car so long as we pay for the gas. Therefore our changes ensure the car travels from startup to successful IPO or liquidation event. Observing Seat on the Board of Directors The goal of the changes in the term sheet are to minimize our downside risk while proving to Accessline’s management that we wish to create a lasting and profitable relationship for all parties involved. In order to protect our risk of the technology becoming obsolete, I propose that Apex have an observing seat on the Board of Directors. This observing member should be either George Middlemas or Frederick Bolander as both have extensive backgrounds in the telecom and information technology service business along with experience in start-up telecom business (Exhibit 1). They will serve as advisors dispensing wisdom and restricted from voting to show Chairman Fuller and Kranzler that Apex does not wish to control but rather guide the business to successful ends. Right of Co-Sale I propose Co-Sale rights as a signal to Accessline that Apex is willing to exit with Accessline management should that event occur. Without Co-Sale rights, if Accessline sells their shares, Apex would theoretically be “holding the bag,” however we do not see this event occurring due to Fuller and Kranzler’s tight control of the company. Moreover, co-sale rights, while saying “we’ll sell together,” protect our risk should management think the ship is sinking. When they sell, we have the opportunity to sell as well, meaning that if the ship is indeed sinking, we can recover a portion of our initial investment. The co-sale right would terminate upon IPO. Further, the co-sale arrangement will not be triggered unless the founders sell more than 28% of their shares within 12-month period. This number is chosen because it is the point at which the preferred investors would be driving the car should Accessline management decide to become a passenger. To show our good faith, should a co-sale right be triggered, Apex will bear 50% of the cost in consummating the sale of shares. Transfer of Technology Patents Chairman Fuller currently owns the patents and patents pending that underlie the technology that Accessline is based upon (Exhibit 3). So long as Apex is an investment partner, the patent and patent-

pending rights should be transferred to Accessline. There are two reasons for this. One, having the rights transferred to the company protects Accessline’s future revenues should Chairman Fuller decide to leave. It also protects future revenues that will recover our investment. Two, Accessline possessing the patent and patent-pending rights adds value to the company, especially during the scrutiny that will occur should Accessline have an IPO. Patent and patent-pending rights will increase share value, and thus value for Accessline management and Apex Investment Partners. Liquidation Preference Any liquidation event shall consist of a merger or acquisition, asset sale, or other reorganization event. In this event, the preferred investors shall recover 1.25x the sale price per share plus any declared but unpaid dividends. The 1.25x is to ensure that the high valuation Accessline has proposed is actually true, as our valuation analysis proves otherwise. This change will be the hardest for Accessline management to accept because it decreases the amount of money paid to them should a liquidation event occur. However, we are not proposing a change to the participating clause, therefore after this 1.25x preference is reached, Accessline founders/common shareholders participate fully, and the 1.25x acts as a pseudo-cap. If Accessline is worth the valuation they propose, the impact of this 1.25x preference will be a distributed amount of $3,942,500 to Series A and Series B each. This number is calculated from a 1x liquidation preference equaling the sum of Series A and Series B investments subtracted from 1.25 multiplied by the sum of Series A and B investments. Therefore we have 1.25($15,540,000+16,000,000) – ($15,540,000+16,000,000) / 2. Dividends are not included in this calculation because we assume no dividends have been declared by the Board. If dividends had been declared they would be added on to the product of the liquidation preference times the sum of Series A and B investments. Conversion Rights (Automatic Convert) The current conversion clause in the proposed term sheet is too low for Apex’s risk purposes and amount invested. Kranzler has suggested that Apex is trying to “flip” Accessline for a quick profit (case); however the terms stated for IPO conversion suggest that Kranzler and company want to IPO as soon as possible with an extremely low minimum raise of $10 million and IPO price per share of $10.50 and $12.00. To show that Apex does not want a quick “flip” of this business, but rather be lasting partners, I suggest raising the minimum to $24 million, so that the initial offering is higher by half of the original investment. Moreover, the minimum price per share should Accessline go public in three years shall be 4x our initial price per share of $8 for a price per share of $32, and should it go public between years three and five the minimum price per share will be 5x valuation at $40 per share. After year five the minimum IPO price per share will be 6x valuation at $48 per share. These higher valuations are to prove to management that Apex is willing to wait until the correct time and value for Accessline to IPO. Given that Accessline is the forerunner of this technology they have first mover advantage in the IPO and M&A market. Given their high proposed valuation achieving the listed higher price per share should be a worthy goal than skating out cheap for the proposed minimum raise of $10 million. Moreover, the higher price per share allows less shares to be sold in the offering, and thus management holds on to a higher percentage of the total common shares. This will create excitement about Accessline’s offering of limited shares, and if we stick to Accessline’s high valuation demand for this limited offering will hopefully up share price as well, given Accessline’s technology. Appendix 2 details the IPO cap tables under each scenario listed. Rationale Behind Proposed Terms The proposed changes are meant to hedge risk for Apex’s investment while allowing Accessline to remain in control of the company, which they have stressed through their proposed term sheet. My goal here was to outline steps that align management and Apex’s goals of profitability and sustainability for

each party. The changes are suggested to allow Apex to go through with the deal and still generate a trusting relationship with management. It seems that Accessline’s management wants to IPO quickly, however Apex should not want to devalue the IPO raise Accessline could get given its groundbreaking technology. I have kept the dividend preference the same because Apex will not hold a voting board seat and management clearly does not want to grant dividends. Adding a cumulative dividend clause would only distance Accessline from Apex. The cap is equal to the liquidation preference (so 1.25x the investors’ initial investments). This is to ensure Apex gains a return from Accessline that is not too high to make management reject the terms in the event of a merger. The nature of the telecom industry is cutthroat at best, and in order to survive Accessline needs to be able to capitalize on the shifting nature of the market, either through merger (as detailed in my previous note) or IPO or by staying technologically relevant, which their valuation seems to imply. Trade-Offs The trade-offs between the valuation and rights of Series B preferred were considered in making the adjustments listed above. Even though Apex is valued at a premium, Bill Stuart, the CFO for Accessline, states that Accessline will not go through with a deal that is less than their Series A value and investment (case). He suggests that the Series A will not allow it, as they have a member on the board. That is why I believe the Series A investors’ power to veto this deal is minimal since the proposed changes benefit the Series A investors. The terms are not punishing enough to scare management and Series A investors from vetoing the proposed changes. The co-sale rights, higher liquidation preference, and observing seat on the board are not threatening additions. See Appendix 3 for payout information for Series A investors. As the appendix 3 graphs show, payout for VC’s improve under the changes proposed. Convincing Kranzler et al Dan Kranzler should be willing to accept the terms below given Bolander and Middlemas can convince Stuart that their technical expertise in the telecom industry are worth heeding, and that Apex wants to provide further value for Accessline by building a trusting relationship that is mutually beneficial to both parties. Kranzler needs to know that the suggested changes are to benefit Accessline in the event of a liquidation or IPO. Apex should strive to maximize value with Accessline, and I believe these term changes will do so. We are willing to give him the gas for the journey if he is willing to drive with our proposed terms.

All appendix group work follows with attribution to Maia Szafer, Geoff Broschart, and Jackson Miller Appendix 1 This appendix details the DCF calculations and assumptions behind them.

Revenue Revenue Growth Systems Revenue Licensing & Maint. Rev Growth in Licen. & Main. Rev Deferred Revenue Growth in Deferred Revenue

$

Cost of Systems Gross Margin Operational and Other Expenses EBIT Interest Expense Tax Expense Net Income Hardcoded Target NI from syl.

$ $

$ $

Pro Forma Income Statements 1994 1995 1996 14,200,000 $ 32,500,000 $ 62,725,000 $ 18,300,000 $ 30,225,000 12,826,338 $ 29,356,055 $ 56,657,186 1,373,662 $ 3,143,945 $ 6,067,814 $ 1,770,283 $ 2,923,869 $ 3,558,268.68 $ 5,876,976.56 $ 964,881 $ 2,318,708 4,782,076 $ 9,417,924 $ $ $ $ $ $ $

10,944,892 21,555,108 20,968,886 359,646 226,577 -

FCF Calculations $ 359,646 $ 300,000.00 $ 964,881.34 $ 226,576.68 $ 1,500,000 $ $ 3,218,035

EBIT Add Back DEPR EXP from Ad. CAPEX Add Deferred Revenue Changes Add Back Interest Expense Less Additional CapEx Less Change in NWC Free Cash Flows NPV Analysis: PV of Cash Flows Sum of PV of Cash Flows Terminal Value PV of Terminal Value

$ $ $

20,514,820 92,424,053 8,814,245

NPV

$

29,329,064

$

1997 $ 120,300,000 $ $ 57,575,000 $ $ 108,662,566 $ $ 11,637,434 $ $ 5,569,620 $ $ 11,194,935.49 $ $ 5,317,959 $

1998 164,100,000 43,800,000 148,225,496 15,874,504 4,237,071 8,516,511.93 (2,678,424)

$ $ $ $ $ $ $

1999 208,000,000 43,900,000 187,878,751 20,121,249 4,246,744 8,535,956.02 19,444

$ $ $ $ $ $ $

21,123,642 41,601,358 36,623,183 4,978,175 1,841,924.60 3,136,250.00

$ $ $ $ $ $ $ $

40,512,940 79,787,060 60,691,822 19,095,238 7,065,238.10 12,030,000 8,800,000.00

$ $ $ $ $ $ $ $

55,263,287 108,836,713 69,765,285 39,071,429 14,456,428.57 24,615,000 24,100,000.00

$ $ $ $ $ $ $ $

70,047,311 137,952,689 65,317,769 72,634,921 26,874,920.63 45,760,000 45,800,000.00

$ $ $ $ $ $ $

4,978,175 795,491.80 2,318,707.87 2,477,459 8,727,909

$ $ $ $ $ $ $

19,095,238 1,739,344.26 5,317,958.94 4,719,262 23,806,565

$ $ $ $ $ $ $

39,071,429 2,457,377.05 (2,678,423.56) 3,590,164 27,984,117

$ $ $ $ $ $ $

72,634,921 3,177,049.18 19,444.09 3,598,361 52,554,854

4,270,037 $

5,012,021

2,011,272 $

3,409,339 $

5,812,150 $

Assumptions: Plugs for Sensitivity Analysis T Bill 7.10% Given in Exhibit 8 Market Risk Premium 5% Assume that market risk premium will be around 5% Levered Beta 1.71 Averaged out beta's given for public comps Unlevered Beta 1.67 Calculated out based on MVD and MVE rEquity (levered)= 15.65% rEquity (unlevered)= 15.47% rDebt = 12% Assumed to be 12%, based off of historical market risk premiums of around 5-7% plus a few percentage points Tax Rate 37% Assumed to be 37% based on previous cases 1- Tax Rate 63% Market Value Equity $ 86,064,342 Taken from Valuation Tab. It's equal to the total post share valuation given number of series A shares issued Market Value Debt $ 1,888,139 1993's Notes Payable used as proxy for long term debt Total Market Value $ 87,952,481 WACC (levered) = 15.48% Conservative WAAC, useful for internal evaluations. As a VC we will use a higher WAAC WACC (unlevered) = 15.30% Conservative WAAC, useful for internal evaluations. As a VC we will use a higher WAAC VC WACC (levered) 60.00% Blanket discount rate to account for massive assumptions being made about deferred revenue, capex, deprectiation. VC WACC(unlevered) 60.00% Growth Rate 2% Assumed to be 2% as AccessLine is slowing growth by 1999 Beginning NOLs $ Assuming no NOLS - large discount rate applied, this affects FCF calcuation NOL Tax Shield = change in NOL * Tax Rate PV of NOLs Using rDebt as Discount Interest Tax Shields = Interest Expense * Tax Rate PV of Interest Tax Shields Using rDebt as Discount Systems Revenue % 90.3263% Licensing Revenue % 9.67368% Deferred Rev as % M&l 201%

Assumptions: Revenues Growth 1993 Cost of Revenue Net Income

Plugs for Sensitivity Analysis 193.00% Square root of the 370% growth occuring from years 1995-1997, used to calculated sales for 1996 34% Took 1993's "Cost of Systems" over Revenue. Assume this rate is constant through 1999 Apex predicts NI to be "modest" in 95 and 96 and around 22% of sales in 99. Assume 95 will be around 0 and will increase steadily from there Assuming systems revenue is for one time sales and does not carry defrerred reveneue in it. Deferred revenue grows proportionally with licensing and maintenance revenues growth. Proportion of systems revenue to total revenue in '93 is $7,551,090/$8,359,789 = 90.3263% Proportion of licensing and maintenance revenue to total revenue is $808,699/$8,959,789 = 9.6737% Deferred revenue calculated as 201% of M&L revenues. 1628506/808699 Assuming licensing and maintenance carries deferred revenue through paid-for services not yet rendered. Def. rev. growth in 95 is Deferred Revenue in 95 minus 93 deffered revenue, of which this new total is divided by two.

Interest Expense (%) Interest Expense ($) Tax Rate EBIT Op. and Other Expenses Depreciation Expense Additional CapEx Change in NWC 1 - Tax Rate Addt. CapEx Deprec FCF

$

1995 1996 1997 1998 1999 0% 5% 10% 15% 22% of sales 12% Assumed to be 12%, based off of historical market risk premiums of around 5-7% plus a few percentage points 226,576.68 $ 1,888,139 1993's Notes Payable. Assuming 12% of principal paid down in '95 and paid off for the remaining years with cash from Investors 37% Assumed to be 37% based on previous cases Backed out from knowing NI, Interest Expense, and Tax Expense Backed out from solving EBIT and knowing Gross Margin and subtracting interest expense out of Op Exp, as it is assumed to buried in it 0 Assumed 0 because there is no incremental depreciation expense per year 8.20% Footnote 8 states additional capex likely to be proportional to sales growth 0 Footnote 8 states NWC will be constant, so no changes 63% 20% Straight-Line Deprectiation of 20% for 5 years accounting for technology turnover EBIT*(1-Tax Rate) + Depr + Change Def. Rev - CAPEX - Change NWC

Appendix 2 detailing capitalization tables under various scenarios of IPO price, with appropriate waterfall diagrams Part 1: Cap tables and waterfall diagrams with an IPO price of $32/share Assumptions & Given Facts Series A Investment 15,540,000 Series B Investment 16,000,000 Liquidation Preference 1.25 + Dividends + Fully participating Number of years from X to exit Number of years from Series X to Series Y Dividend Cap on Participation na Min IPO Price

Dividend Convert = IPO Price IPO Cap Table Common ESOP Pref Shares Pref Convert IPO Shares Total

7.0000 Series A Issue Price 8.0000 Series B Issue Price 39,425,000 note: Series Y will be pooled with X, same terms note: Series Y will be pooled with X, same terms 5 1 8% 39,425,000 Cap is equal to liq pref since not partic. 32.0000

100% 32.0000 Shares (Post$) 8,086,099 2,582,047 4,220,726 985,625 15,874,497

Value (Post$) 258,755,168 50.9% 82,625,504 16.3% 135,063,232 26.6% 0.0% 31,540,000 6.2% 507,983,904 100.0% 476,443,904 Pre$ Valuation

140,000,000 120,000,000

Payoff Value

100,000,000 80,000,000 Preferred 60,000,000

ESOP Common

40,000,000 20,000,000

211

201

191

181

171

161

151

141

131

121

111

91

101

81

71

61

51

41

31

21

1

11

Exit Value Numbers in Millions

Graph 1 waterfall diagram, 1.25 liquidation preference, non-participating, no dividends, IPO price of $32/share Part 2: IPO cap table and waterfall diagram with an IPO price per share of $40 (5x purchase price). Assumptions table not listed again as the only thing that would change is IPO price per share from $32 to $40.

Dividend Convert = IPO Price IPO Cap Table Common ESOP Pref Shares Pref Convert IPO Shares Total

100% 40.0000 Shares (Post$) 8,086,099 2,582,047 4,220,726 788,500 15,677,372

Value (Post$) 323,443,960 51.6% 103,281,880 16.5% 168,829,040 26.9% 0.0% 31,540,000 5.0% 627,094,880 100.0% 595,554,880 Pre$ Valuation

140,000,000

120,000,000

Payoff Value

100,000,000

80,000,000 Preferred ESOP

60,000,000

Common 40,000,000

20,000,000

1

11 21 31 41 51 61 71 81 91 101 111 121 131 141 151 161 171 181 191 201 211 Exit Value Numbers in Millions

Graph 2 waterfall diagram depicting 1.25 liquidation preference, non-participating, no dividends, IPO price of $40/share Part 3: IPO cap table with IPO price per share of $48 (6x original) and correlated waterfall diagram

Dividend Convert = IPO Price IPO Cap Table Common ESOP Pref Shares Pref Convert IPO Shares Total

100% 48.0000 Shares (Post$) 8,086,099 2,582,047 4,220,726 657,083 15,545,955

Value (Post$) 388,132,752 52.0% 123,938,256 16.6% 202,594,848 27.1% 0.0% 31,540,000 4.2% 746,205,856 100.0% 714,665,856 Pre$ Valuation

140,000,000 120,000,000

Payoff Value

100,000,000 80,000,000 Preferred 60,000,000

ESOP Common

40,000,000 20,000,000

1 11 21 31 41 51 61 71 81 91 101 111 121 131 141 151 161 171 181 191 201 211

Exit Value Numbers in Millions

Appendix 3 Common and VC payout charts for liquidation and IPO for each IPO share price listed in term sheet changes. They list the differences between the term sheets, where the labeled “Series A” line depicts the proposed term sheet from Accessline and “Series B” the changes to the term sheet I have proposed. Part 1: Payout; IPO vs. Merger for Common then VCs given IPO share price of $10 per share and 1x liquidation (same terms from proposed) versus $32 per share, 1.25x liquidation preference and other changes I have proposed

Series A- Series B

∆ in %

Series A

Series B

80.0%

70.0%

50.0%

30.0%

20.0%

0.0%

1,000,000,000

100,000,000

95,000,000

90,000,000

85,000,000

80,000,000

75,000,000

70,000,000

65,000,000

60,000,000

55,000,000

50,000,000

45,000,000

40,000,000

35,000,000

30,000,000

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000

-

100.0%

950,000,000

900,000,000

850,000,000

Series A

800,000,000

750,000,000

700,000,000

∆ in %

650,000,000

600,000,000

550,000,000

Series A-Series B

500,000,000

450,000,000

400,000,000

100.0% 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0%

350,000,000

300,000,000

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000

-

Founder Payout @ Liquidation 60,000,000

90.0%

50,000,000

40,000,000

60.0%

30,000,000

40.0%

20,000,000

10,000,000

10.0%

-

Series B

Founder Payout @ IPO 600,000,000

500,000,000

400,000,000

300,000,000

200,000,000

100,000,000

-

Series A- Series B ∆ in % Series A Series B 1,000,000,000

950,000,000

900,000,000

850,000,000

Series A

800,000,000

750,000,000

700,000,000

∆ in %

650,000,000

600,000,000

550,000,000

Series A-Series B

500,000,000

450,000,000

400,000,000

100.0% 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 350,000,000

300,000,000

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000

-

100,000,000

95,000,000

90,000,000

85,000,000

80,000,000

75,000,000

70,000,000

65,000,000

60,000,000

55,000,000

50,000,000

45,000,000

40,000,000

35,000,000

30,000,000

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000

-

Preferred Payout @ Liquidation

100.0% 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 45,000,000

40,000,000

35,000,000

30,000,000

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000 -

Series B

Preferred Payout @ IPO 300,000,000

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000 -

Part 2: IPO share price at $40 per share (5x $8 at which we bought shares), compared to proposed term sheet from Accessline.

Founder Payout @ Liquidation 100.0%

60,000,000

90.0% 50,000,000

80.0% 70.0%

40,000,000

60.0% 50.0%

30,000,000

40.0% 20,000,000

30.0% 20.0%

10,000,000

10.0%

Series A-Series B

∆ in %

Series A

Series B

100,000,000

95,000,000

90,000,000

85,000,000

80,000,000

75,000,000

70,000,000

65,000,000

60,000,000

55,000,000

50,000,000

45,000,000

40,000,000

35,000,000

30,000,000

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000

-

0.0%

Series A-Series B ∆ in % Series A Series B 100,000,000

95,000,000

90,000,000

85,000,000

Series A

80,000,000

75,000,000

70,000,000

∆ in %

65,000,000

60,000,000

55,000,000

Series A- Series B

50,000,000

45,000,000

40,000,000

35,000,000

30,000,000

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000

-

1,000,000,000

950,000,000

900,000,000

850,000,000

800,000,000

750,000,000

700,000,000

650,000,000

600,000,000

550,000,000

500,000,000

450,000,000

400,000,000

350,000,000

300,000,000

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000

-

100.0%

Founder Payout @ IPO 600,000,000

90.0%

80.0% 500,000,000

70.0%

60.0% 400,000,000

50.0% 300,000,000

40.0%

30.0% 200,000,000

20.0%

10.0% 100,000,000

0.0% -

Series B

Preferred Payout @ Liquidation

100.0% 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 45,000,000 40,000,000 35,000,000 30,000,000 25,000,000 20,000,000 15,000,000 10,000,000 5,000,000 -

Preferred Payout @ IPO

100.0% 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0%

300,000,000 250,000,000 200,000,000 150,000,000 100,000,000 50,000,000

Series A- Series B

∆ in %

Series A

1,000,000,000

950,000,000

900,000,000

850,000,000

800,000,000

750,000,000

700,000,000

650,000,000

600,000,000

550,000,000

500,000,000

450,000,000

400,000,000

350,000,000

300,000,000

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000

-

-

Series B

Part 3: Payoff with an IPO price of $48 per share compared to Accessline’s proposed terms

Founder Payout @ Liquidation 100.0%

60,000,000

90.0% 50,000,000

80.0% 70.0%

40,000,000

60.0% 50.0%

30,000,000

40.0% 20,000,000

30.0% 20.0%

10,000,000

10.0%

Series A-Series B

∆ in %

Series A

Series B

100,000,000

95,000,000

90,000,000

85,000,000

80,000,000

75,000,000

70,000,000

65,000,000

60,000,000

55,000,000

50,000,000

45,000,000

40,000,000

35,000,000

30,000,000

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000

-

0.0%

Series A-Series B

∆ in %

Series A

Series B 100,000,000

95,000,000

1,000,000,000

950,000,000

900,000,000

850,000,000

800,000,000

750,000,000

700,000,000

650,000,000

600,000,000

550,000,000

Series B

90,000,000

85,000,000

80,000,000

500,000,000

450,000,000

400,000,000

350,000,000

300,000,000

Series A

75,000,000

70,000,000

65,000,000

250,000,000

200,000,000

150,000,000

100,000,000

∆ in %

60,000,000

55,000,000

50,000,000

50,000,000

Series A- Series B

45,000,000

40,000,000

35,000,000

30,000,000

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000

-

100.0%

Founder Payout @ IPO 600,000,000

90.0%

80.0% 500,000,000

70.0%

60.0% 400,000,000

50.0% 300,000,000

40.0%

30.0% 200,000,000

20.0%

10.0% 100,000,000

0.0% -

Preferred Payout @ Liquidation

100.0% 45,000,000

90.0% 40,000,000

80.0%

70.0% 35,000,000

60.0% 30,000,000

50.0% 25,000,000

40.0% 20,000,000

30.0% 15,000,000

20.0% 10,000,000

10.0% 5,000,000

0.0% -

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000

-

Series A- Series B 500,000,000

450,000,000

400,000,000

350,000,000

300,000,000

∆ in % 600,000,000

550,000,000

Series A

750,000,000

700,000,000

650,000,000

Series B

1,000,000,000

950,000,000

900,000,000

850,000,000

800,000,000

100.0%

Preferred Payout @ IPO 300,000,000

90.0%

80.0% 250,000,000

70.0% 200,000,000

60.0%

50.0% 150,000,000

40.0%

30.0% 100,000,000

20.0%

10.0% 50,000,000

0.0% -