EX-99.(C)(X) 9 d837347dex99cx.htm EX-99.(C)(X) EX-99.(c)(x)

Exhibit (c)(x) Confidential Preliminary Draft Subject to Change Heading Sub Header Project Rover Board of Directors Discussion Materials July 18, 2024


Confidential Preliminary Draft Subject to Change Market Considerations Green Shoots in M&A Activity Pressure for Sponsors to Transact Valuations Have Rebounded — M&A activity by well-capitalized strategics has picked up — Dry powder and the recent fall in exit activity both support — Following declines in 2022, multiples rebounded to near since mid-2023, despite the various challenges such as increased sponsor dealmaking all-time highs by year-end 2023 and remain elevated in geopolitical tensions and rising rates that have slowed 2024 — Exits relative to investments have fallen over time; M&A over the last eighteen months average U.S./Canadian holding period has increased to — Strategic M&A declined in 2023 as buyers and sellers — While global M&A quarterly volumes have declined from ~7 years (recent averages: ~5-6 years) struggled to close the gap on valuations, and strategic Q4 2023 highs, 1H 2024 volume remains 19% higher than deal multiples were the lowest they've been in a decade — More constructive financing markets along with the need 1H 2023 to put capital to work and exit existing investments is — Rebound in valuation in 2024 could narrow the gap — Several factors, including fading macro uncertainty and a likely to result in a rebound in sponsor activity in the between buyers and sellers and result in increased M&A robust activist environment, create a supportive backdrop coming months activity for a further rebound in deal activity 1 Global M&A Announced Transaction Volume Private Equity “Dry Powder” Near Record Levels S&P 500 NTM EV / EBITDA ($ in trillions) ($ in trillions) ($ Exit Volumes / New Investments) 16x $6.0 $2.0 1.6x $6.0 3 15x $1.6 $1.6 1.4x 14.8x 1.49x 1.45x $1.5 $1.5 $1.6 1.33x 14x $4.5 1.2x 13.3x $1.3 $4.2 1.29x $4.5 $4.0 1.18x $1.2 $3.8 $3.7 13x $3.5 1.0x $3.5 $3.5 2 $1.2 $1.0 1.10x $3.3 $3.2 $0.9 12x 0.90x 0.8x 12.0x $3.0 $0.8 $0.7 $0.7 0.79x 0.83x $0.8 0.78x 11x 0.6x 0.63x $1.6 10x 0.4x $1.5 $0.4 9x 0.2x 8x $0.0 $0.0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Jul-19 Jul-20 Jul-21 Jul-22 Jul-23 Jul-24 S&P 500 5 Yr Avg 52 Wk Low Total Dry Powder Exit Ratio With improving capital markets and significant buyer firepower, we expect a rebound of M&A activity 1 2 3 Source: Dealogic, PitchBook, FactSet. Market data as of 7/15/24. Note : Dealogic as of 6/30/24. Note : Represents annualized 2024E volumes based on 2024 YTD actual volumes through 6/30/24. Note : Data as of 6/30/23, the latest Pitchbook sponsor dry powder data available. 2


Confidential Preliminary Draft Subject to Change Market Considerations (Cont’d) The rate of change in capital markets is unprecedented over last ~30+ years but there are signs of stability and market activity 1 2 YoY Change in Rate (2Y UST) Measure of CEO Confidence High Yield Bond and Leveraged Loan Issuance 5.0% 90 $1,400 $1,221 80 4.0% $1,200 70 3.0% $1,000 60 2.0% Average $606 $792 $781 50 $800 1.0% $680 $649 40 $278 $533 0.0% $600 $461 $245 $503 30 $339 (1.0%) $352 $233 $400 20 $226 $240 $615 (2.0%) $127 $503 $435 $200 10 $128 $309 $289 $300 (3.0%) $225 $234 $111 0 $0 (4.0%) 2017 2018 2019 2020 2021 2022 2023 YTD YTD 23 24 Loans Bonds — Largest YoY change in rates in 30+ years in 2022-— Sept. 2022 represents the largest YoY reduction in — YTD total leveraged finance issuance up ~108% YoY 2023 confidence in 30+ years — Primary market remains strong, predominantly fueled — Impacted not only cost of debt but also cost of equity — Executives not immune from market factors even if by issuers refinancing existing capital structures to (and multiples) confidence in their operating business remains strong lower their overall cost of debt — The June 2024 FOMC signaled rates to remain steady — Starting to see rebound in confidence— Market optimism about the Fed’s ability to engineer a until further evidence of stability in inflation soft landing has influenced a strong secondary trading environment in conjunction with limited new money supply Stabilization in Rebound in CEO Reopening of the Cost of Capital Confidence LevFin Market 1 2 Source: FactSet. Market data as of 7/15/24. CEO Confidence based on The Conference Board Measure of CEO Confidence™. Note : Monthly data as of 7/1/24. Note : Monthly data as of 6/28/24. 3 06/30/94 12/29/95 06/30/97 12/31/98 06/30/00 12/31/01 06/30/03 12/31/04 06/30/06 12/31/07 06/30/09 12/31/10 06/29/12 12/31/13 06/30/15 12/30/16 06/29/18 12/31/19 06/30/21 12/30/22 06/28/24


Confidential Preliminary Draft Subject to Change Healthcare, RCM and Company Considerations Healthcare Sector Considerations Revenue Cycle Sector Considerations Company Specific Considerations Healthcare Expenditure Growth Outpacing Inflation Highly Competitive Market Landscape Complex Business Model with Client Concentration — National health expenditures expected to grow at a 5.6% CAGR — Competition from end-to-end (Ensemble, Optum, Conifer, — End-to-end business has large, long-term contracts with over the next decade Parallon), offshore (Omega, Gebbs, Access) and point solutions significant concentration among top customers (Aspirion, Revecore), as well as EMRs that are increasingly — Growth driven by an aging population with chronic conditions¡ Embedded growth from ramp of long-term customer providing services beyond medical records (e.g. Epic) partnerships — Shift to outpatient and physician settings will augment billing — Imperative to demonstrate value proposition and performance rate growth¡ Implementation risk for new end-to-end business vs. competitors — RPS business is more diversified with a different business Payer / Provider Battles Accelerating model Large and Underpenetrated TAM — Increased pricing and claims pressure from payers driving ¡ Growth depends on continuing historical success of greater revenue volatility and margin pressure with providers 1 — Estimated $115bn total addressable market opportunity cross-selling modular solutions — Payer “market share” and power generally outstripping that of — Significant whitespace with many providers performing revenue Client Operational Issues providers cycle functions in-house — Very complex business and ecosystem has led to issues — RCM solutions increasingly critical to managing financial pressure¡ Cyber security incidents ¡ Portfolio rationalization Regulatory Environment Adoption of Technology ¡ Provider consolidation — Increased regulatory scrutiny on healthcare, with the election — Providers are focused on enhancing efficiencies across the ¡ Client financial issues viewed as a critical juncture in go-forward regulatory approach revenue cycle, minimizing the use of manual labor and increasing accuracy through the use of RPA, ML and AI ¡ Implementation risk — Ever evolving reimbursement landscape with new payment models catalyzing activity— Opportunity to be on the forefront of innovation — Seek right balance between “technology” and labor solutions — Chevron decision offers some possibility of regulatory upside— Increasing competition from technology start-ups and — Ensuring past acquisitions perform and deliver on expectations established tech companies entering the healthcare space — FTC / DOJ activist role — Physician segment growth is flat despite overall shift in volumes to ambulatory ¡ Performance impacted by customer losses and bankruptcies 1 Source: CMS. Note : Arizton U.S. Revenue Cycle Management Market – Industry Outlook & Forecast 2023-2028, published August 2023. 4


Confidential Preliminary Draft Subject to Change Company Observations Observations on Long-Term / Historical Trading Recently Announced Ascension Divestitures vs. Rover Stock Price ✓ Investors have appreciated the built-in growth of long-term customer partnerships ¡ Significant embedded growth from new customer ramp and CloudMed synergies ¡ Sticky customers with predictable growth over the long-term O However, short-term share price dislocations have resulted from quarterly fluctuations and operating issues ¡ Change and Ascension cyber incidents ¡ Ascension divestitures $12.79 ¡ New customer implementation / ramp — Long-term stability of growth vs. short-term fluctuations result in a difficult and sometimes confusing story for public investors — Today, there are several financial factors not yet understood by public shareholders Potential Near-Term Trading Considerations Absent an M&A Transaction Rover vs. Waystar ($ in millions) Rover — Current stock price includes M&A speculation ’24E Revenue $2,602 $884 — Unaffected price does not reflect business headwinds since NMC’s 2/26 13D ’24E EBITDA $629 $353 — Sellside and buyside do not fully understand the impact and timing of the Ascension % Margin 24.2% 39.9% outage, Change cyber incident or Ascension divestitures 1 ’24E Rev. / Employee $87k $603k — Difficult for management to provide guidance with a high degree of certainty % Software — Limited public float, lack of operational momentum and perceived conflict between major Business Model % of Collections SaaS shareholders make rebuilding institutional credibility imperative Ent. Value / Equity Value $8,126 / $5,993 $5,004 / $3,683 — Waystar provides another avenue for public investors to play provider RCM / growth 2 ’24E EV / EBITDA 12.9x 14.2x 1 2 Source: FactSet, Company filings, Wall Street research. Market data as of 7/15/24. Note : Based on Rover employees of 30k and Waystar employees of 1.4k. Note : Current Rover consensus estimates exclude brokers that have discontinued coverage and restricted brokers. 5


Confidential Preliminary Draft Subject to Change Analysis at Various Prices ($ in millions, except for per share values) Undisturbed NMC Offer NMC Offer Recent Close (2/23/24) (2/26/24) (7/1/24) (7/15/24) how2 Stock Price $11.10 $13.75 $13.25 $12.79 % Premium to: Recent Close (7/15/24) $12.79 (13%) 8% 4% - Pre Request (1/25/24) $10.17 9% 35% 30% 26% Undisturbed (2/23/24) $11.10 - 24% 19% 15% 30 Day VWAP (2/23/24) $10.31 8% 33% 28% 24% 52 Week High (7/17/23) $18.49 (40%) (26%) (28%) (31%) 52 Week Low (1/11/24) $9.11 22% 51% 45% 40% 1 Diluted Shares 460.6 465.6 469.3 468.5 Equity Value $5,113 $6,402 $6,219 $5,993 1 2 2 Net Debt 2,173 2,173 2,133 2,133 Enterprise Value $7,286 $8,575 $8,352 $8,126 3 EV / EBITDA (Wall Street Consensus) 4 Consensus as of 2/23/24 $639 11.4x 13.4x 13.1x 12.7x 2023A 6 6 2024E 2024E: $684 $629 10.7x 12.5x 13.3x 12.9x 6 6 2025E: $799 2025E $758 9.1x 10.7x 11.0x 10.7x EV / EBITDA (Management Plan) 4 $639 11.4x 13.4x 13.1x 12.7x 2023A 5 2024E $655 11.1x 13.1x 12.7x 12.4x 5 2025E $766 9.5x 11.2x 10.9x 10.6x Source: FactSet, Rover filings, Management Plan. Note: Market data as of 7/15/24. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of 1 $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method. Note : FDSO for Undisturbed and NMC 2/26/24 Offer assumes 420.3mm basic shares outstanding, 2.6mm options with a weighted average exercise price of $3.41,1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an 2 3 exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover Filings. Note : Reflects pro forma cash balance for Acclara / Advata acquisition per Rover management. Note : Current 4 5 consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : 2023A EBITDA includes Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. Note : Excludes Ascension 6 cyber impact. Note : Statistics based on consensus estimates prior to public filing of the NMC 2/26/24 Draft Proposal. 6


Confidential Preliminary Draft Subject to Change Change in Wall Street Estimates Revenue Adj. EBITDA ($ in millions) ($ in millions) $4,000 $1,200 Nov-22: Reduced 2022E EBITDA guidance by ~11% from $470-$480mm to $420- $425mm $3,600 $1,000 $3,210 $3,200 $862 $800 $791 $2,923 $758 $2,800 $2,648 $676 $2,602 $629 $600 June-22: Closed Cloudmed $548 $2,400 acquisition $2,299 $2,082 $2,000 $400 1/1/22 6/1/22 11/1/22 4/1/23 9/1/23 2/1/24 7/1/24 1/1/22 6/1/22 11/1/22 4/1/23 9/1/23 2/1/24 7/1/24 2024 2025 2026 2024 2025 2026 Source: FactSet. Note: Market data as of 7/15/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. 7


Confidential Preliminary Draft Subject to Change Quarterly Consensus Beat / Miss ($ in millions) FY’24 Guidance Metric Low High Actual Consensus Low Consensus High Consensus Mean Revenue $2,600 $2,640 $634 $604 Adj. EBITDA $625 $650 $573 $575 $561 $496 $546 $533 Quarterly Revenue Surprise History $399 $392 $386 4Q'21 1Q'22 2Q'22 3Q'22 4Q'22 1Q'23 2Q'23 3Q'23 4Q'23 1Q'24 2Q'24 1 Change in Guidance Consensus - - 11% (3%) - - (2%) - - (1%) Mean Beat / Miss vs. Latest Consensus (0%) 0% (0%) (5%) 2% (0%) (0%) 1% (0%) (1%) 2 - - - - (6%) - - (2%) (6%) - Beat / Miss vs. Pre-Revision Consensus $168 $162 $149 $152 $143 $142 Quarterly $125 $124 Adj. EBITDA Surprise History $95 $89 $87 4Q'21 1Q'22 2Q'22 3Q'22 4Q'22 1Q'23 2Q'23 3Q'23 4Q'23 1Q'24 2Q'24 1 Consensus Change in Guidance - - 20% (11%) - - (1%) - - (3%) Mean Beat / Miss vs. Latest Consensus 3% (1%) 1% (13%) (5%) 8% 3% 3% 3% 2% 2 - - - - (20%) - - 3% 0% - Beat / Miss vs. Pre-Revision Consensus +1 Day Share Price Reaction (1%) (9%) 0% (50%) (3%) 0% 3% (10%) 5% 3% 1 2 Source: FactSet. Note: Market data as of 7/15/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Reflects change in the midpoint of FY+1 guidance range. Note : Represents performance of actual quarterly results against consensus estimates for that quarter prior to the change in guidance. 8


Confidential Preliminary Draft Subject to Change Wall Street Research Perspectives 1Q’24 Results Recent Headwinds 2024E Guidance Takeout Price Process “While we acknowledge Rover is “A new adj. EBITDA guide (~4% cut to “There was nothing too concerning “In our opinion, New Mountain is “The planned offer from Towerbrook / dealing with NT impacts from Change the low and high ends) that in our in Rover’s 1Q24 print, in our view. likely being opportunistic with the Ascension, at a premium to the $13.25 and Ascension, we continue to view view is better than feared after R1’s proposed by New Mountain, shows Revenue was a bit lighter than changed market dynamics in the those issues as transitory in nature customers faced significant disruption some of the complexities of the expected (largely due to the Change industry from the cyber incidents to and not impacting the LT from the Change outage (cut also current Rover ownership structure Healthcare hack, “harmonization” of revise its proposed acquisition underlying earnings power of temporary in nature)… we are some unprofitable Acclara services, price.” and potential outcome of this ongoing Rover.” pleased with the guide as it implies and a modular client bankruptcy) while proposed bid (or now proposed bids). Canaccord Genuity, 7/2/2024 TD Cowen, 7/1/2024 (1) a manageable impact from We obviously need to see what the adj. EBITDA outperformed (mostly due Change and (2) core operating offer price is, as well as the to Providence onboarding timing).” momentum.” “It seems that we will likely have a potential role of former CEO Joe Citi, 5/8/2024 Leerink, 5/8/2024 “The unaffected price prior to when the bidding war between the two Flanagan, in any transaction going entities as a joint bid is off the table. filing of initial interest was disclosed forward. That being said, today’s “Overall, the commentary As we've written multiple times, we news continues was $11.10. Since that time, external “With the Change Healthcare disruption was positive regarding the demand think an offer <11x FY25 adj. to highlight what we see as upside events such as the Change now baked into guidance, we’ll be environment, Acclara acquisition Healthcare and… Ascension cyber EBITDA will not suffice, and we see value for Rover, both in a strategic looking for improved execution to contribution and integration, and breaches have weighed on near- fair value in the ~$16 range (12.5x transaction as well as drive multiple expansion in Rover.” Providence onboarding. Excluding term results. However, on a core FY25 adj. EBITDA)” fundamentally.” Morgan Stanley, 5/9/2024 Change, the core business basis R1 has demonstrated Citi, 7/5/2024 Leerink, 7/5/2024 performed well, with adj-EBITDA improved execution in beating Q1 likely beating estimates as some EBITDA by 5% excluding the impact “Stripping away noise related to both Providence onboarding investments from Change.” cyber events, Rover remains “We now believe the odds of a “We think TCP’s willingness to acquire pushed out of 1Q.” confident in the assumptions laid transaction have increased (again!). Rover at a price higher than $13.25 is Morgan Stanley, 7/2/2024 out in its initial full-year guidance. Based on our LBO model, we believe likely related to TCP needing to Canaccord Genuity, 5/8/2024 In our opinion, fundamental a bid would likely need to be in the deliver a fair price to its existing execution is most important for $14-$15 range. It is unclear to us LPs. At the same time, TCP likely “Rover reported a mixed reinstating investor confidence “While these headwinds are unlikely to which entity wants it more, but needs to balance this against quarter…mostly driven by the impact have meaningful impact on 2025 following a challenging couple of would hope the Board views this as offering a fair and attractive enough of the Change Healthcare estimates and LT opportunities, these years… Most importantly, updates an opportunity to maximize entry point for their new LPs. To the cyberattack... while results were developments have likely lowered regarding two of the largest client wins shareholder value ahead of what extent that some of the new investors solid and fundamental expectations the NT fundamental No Deal were positive with Sutter phase one assuredly will be a messy 2Q print, are the same as from the previous were largely unchanged, the advancing well despite leadership trading price for Rover shares - impacted by the recently disclosed fund, there may be less sensitivity pending deal soft offer remains an likely in the range of $9-$10.” turnover and the $50M Acclara cost Ascension cyber incident.” around price.” overhang on Rover shares.” synergies remain on track.” Jefferies, 7/7/2024 TD Cowen, 7/7/2024 Truist, 7/1/2024 RBC, 6/11/2024 Deutsche Bank, 5/13/2024 Source: Wall Street Research. 9


Confidential Preliminary Draft Subject to Change Rover vs. Waystar – Sellside Perspectives Rover Waystar With 100,000+ concurrent end-users and billions of With the Cloudmed acquisition completed in In our view, the compelling technology The company's advances in automation/AI, June 2022, Rover substantially bolstered transactions running through platform annually, stack and a robust team of about 265 and the strength of the company's its technology and automation capabilities, combined with consistent rule generation from product managers and engineers both development roadmap, which we believe can machine learning and dynamic dashboarding, we improved its end-to-end functionality support continuous innovation (e.g., Technology / effectively keep Rover at the forefront of particularly in revenue intelligence, and think the business will take incremental share over Waystar ships 300 product updates per innovation in the revenue cycle marketplace. Innovation gained significant net new, high margin, time, evidenced by the company’s 82% win rate vs quarter). tech-centric modular solutions. competitors. - TD Cowen 6/28/24 - Canaccord 1/5/23 - Goldman Sachs 7/2/24 - William Blair 7/2/24 What this means is Rover goes a mile deep and Net operating fees make up the bulk of revenue as Waystar operates a software-as-a-service Waystar has an attractive financial model, with historically an inch wide, with a small customer they reflect net base fees charged to customer, (SaaS) business model, providing cloud-based a highly recurring revenue stream driven by a base but a significant amount of revenue tied incentive fees earned on specific metrics based RCM (revenue cycle management) software to mix of subscription and volume-based sales Business to the customers' cash collections and Rover on performance, other fees recognized related healthcare organizations and to RCM that provide significant visibility. is capturing a % of net patient revenue. to modular services. Rover’s automation efforts services vendors. Model [is] driving incentive fees. - Leerink 2/26/24 - Barclays 9/30/21 - Goldman Sachs 7/2/24 - William Blair 7/2/24 The company's market leadership in technology With limited customer concentration, ~40% With the company having achieved a fairly modules and the above-average growth/margin OMs, and an estimated org growth of >10% The cascading effect of the Sutter consistent historical rate of ~109% NRR, profile of Cloudemed is underappreciated. We think contract win (signed early 2022) and in recent years, WAY stands out within our that leaves ~100bps of growth from new clients the current stock price ascribes no value to AI, which Providence win (signed late 2023) will HCIT coverage. In addition, recent disruptions Financial to bridge to the company’s 10% long-term could add hundreds of bps to adj. EBITDA margin further refill the growth coffers. at competitor Change may provide upside to targeted CAGR. Profile from 24% in 2024E to its long-term target of 30%+. numbers if customers choose to add redundancies to their clearinghouse. - Leerink 2/26/24 - J.P. Morgan 7/2/24 - Morgan Stanley 7/1/24 - Evercore 7/2/24 While we acknowledge Rover is Following the Change Healthcare We think the longer term outlook may have improved While large customer growth has slowed, we dealing with NT impacts from Change from our expectations prior to the Change cyberattack. outage in Feb. 2024, Waystar was suspect growth will remain roughly in line with and Ascension, we continue to view able to successfully onboard While the elevated denials will continue to impact revenue current trends as the company continues to benefit those issues as transitory in nature impacted providers within 48-72 in 1H25, we believe that the Change disruption has led Cyber Impact from a reference selling model, particularly as and not impacting the LT Rover to build out their automation across other hours, highlighting the flexibility and larger health systems navigate the fallout from underlying earnings power of adaptability of the platform. vendors. This will make the company highly insulated from the Change Healthcare outage. Rover. a potential future issue with any one revenue cycle vendor. - Raymond James 7/2/24 - TD Cowen 7/7/24 - Bank of America 7/2/24 - Guggenheim 5/9/24 Source: Wall Street Research. 10


Confidential Preliminary Draft Subject to Change Summary Background to Date (1 / 2) Date (All 2024) Process • New Mountain Capital (“NMC”) delivered a private request for the waiver of certain provisions of their Investor Rights Agreement January 26 (“standstill”), including a draft proposal to acquire Rover for $13.75 per share • NMC revised its 13D to publicly disclose its January 26 request for a waiver of the standstill, including the draft proposal to acquire Rover February 26 for $13.75 per share and an update on discussions with TCP-ASC to participate as a co-lead investor in such a transaction • Rover publicly announced via press release the formation of a Special Committee to evaluate strategic alternatives and stated its commitment to enhancing shareholder value March 11 • TCP-ASC filed a 13D requesting a waiver from certain antitakeover statutes to continue to pursue a joint transaction with NMC and stating its belief that any transaction other than a joint transaction “would be difficult if not impossible to execute” • The Special Committee sent a letter to NMC and TCP-ASC directing them to cease discussions concerning a potential transaction with March 18 respect to the Company (whether or not structured as a joint transaction) • Rover filed an 8-K publicly disclosing (1) the retention of Qatalyst Partners and Barclays as financial advisors, and Skadden as legal March 19 counsel, to the Special Committee and (2) the Special Committee’s direction to NMC and TCP-ASC to cease their discussions • Rover and the Special Committee’s financial advisors prepared the company’s financial model, management presentations, and due diligence materials Beginning March 19 • The Special Committee’s financial advisors completed preliminary financial analysis and presented to the Special Committee on April 17, and the Special Committee determined to run a process including NMC and TCP-ASC separately • At the direction of the Special Committee, the financial advisors reached out to potential strategic acquirors to gauge interest in a potential April 30 transaction. Each strategic acquiror declined to proceed without a meeting with management or access to diligence information • The Special Committee granted a limited-duration waiver to NMC and TCP-ASC to allow them to engage with each other in discussions May 6 regarding a potential transaction through June 13, but not to submit a proposal to acquire Rover • Rover senior management engaged in due diligence, including data sharing and meetings with NMC, TCP-ASC, and their external advisors Beginning May 13 (Ongoing) • Over the following weeks, Rover’s management team answered over 500 diligence requests and held over 20 meetings and calls with TCP-ASC, NMC, and their advisors Source: SEC Filings. 11


Confidential Preliminary Draft Subject to Change Summary Background to Date (2 / 2) Date (All 2024) Process • The Special Committee granted an extension of the limited standstill waiver through July 12 June 13 • When requesting the waiver, NMC/TCP-ASC indicated a target date for a proposal of July 1 • NMC filed a 13D amendment stating that discussions with TCP-ASC have not resulted in any agreement to date, and that NMC was no longer interested in pursuing a joint proposal with TCP-ASC • NMC also requested a waiver of the standstill restrictions contained in the Investor Rights Agreement in order to permit it to make a proposal, and included an unsigned and non-binding draft proposal to acquire Rover at a purchase price of $13.25 per share in cash. The July 1 draft proposal stated that they are “prepared to move forward with completing definitive documentation and signing a transaction by July 12” • After a discussion of the relative merits and considerations, the Special Committee determined to grant the requested waiver to NMC • The following day, NMC delivered a signed non-binding copy of the NMC Revised Proposal to the Special Committee July 4 through 8 • Ongoing negotiations with NMC • TCP-ASC’s advisors indicated to the Special Committee’s financial advisors that TCP-ASC was trying to determine whether to continue to July 4 pursue a transaction • TCP-ASC revised its 13D to indicate that that it plans to submit a proposal to acquire Rover at a price higher than $13.25 per share and that it is in discussions with Joe Flanagan to serve as a senior executive of Rover following a transaction July 5 • TCP-ASC requested a waiver of the standstill restrictions contained in the Investor Rights Agreement in order to permit it to make a proposal, which the Special Committee granted • The Special Committee’s financial advisors had a conversation with TCP-ASC and advisors to further understand their status with respect July 6 to timing and finance-ability of a transaction 1 July 7 through 8 • NMC conducted customer shareholder calls with: Ascension, Intermountain, LifePoint Health, Providence, and Sutter • Wednesday, July 24, at 5:00pm ET: deadline set for final transaction documents from bidders July 24 through 26 • Thursday, July 25, at 2:00pm ET: deadline set for final proposals from bidders (Upcoming) • Friday, July 26, no later than 7:30am ET: expected timing for execution of transaction 1 Source: SEC Filings. Note : TCP-ASC has also requested customer shareholder calls. 12


Confidential Preliminary Draft Subject to Change Ecosystem Around Rover Payors Providers BPO Tech Services HealthTech / RCM Large Cap Diversified Healthcare fka Payments Software Diversified Source: Company websites. 13


Confidential Preliminary Draft Subject to Change Appendix 14


Confidential Preliminary Draft Subject to Change Comparison to Street Estimates Revenue ($ in millions) Management Plan Street $3,210 $3,123 $2,923 $2,913 $2,639 $2,602 $738 $711 $666 $634 $654 $610 $631 $604 1 Q1 2024A Q2 2024RF1 Q3 2024RF1 Q4 2024RF1 2024RF1 2025E 2026E % Difference (1.1%) (0.5%) 1.9% 3.7% 1.4% (0.4%) (2.7%) Number of 12 12 12 12 12 12 12 Brokers Adj. EBITDA ($ in millions) Management Plan Street $874 $862 $758 $766 $655 $629 $202 $180 $148 $152 $149 $153 $147 $150 1 Q1 2024A Q2 2024RF1 Q3 2024RF1 Q4 2024RF1 2024RF1 2025E 2026E 2.4% 3.7% (1.1%) 12.1% 4.1% 1.0% 1.4% % Difference Number of 11 11 11 11 12 12 12 Brokers 1 Source: Management Plan, FactSet. Note: Market data as of 7/15/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Consensus prior to announced results. 15


Share Price Confidential Preliminary Draft Subject to Change Historical Stock Price Performance and Valuation EV / NTM EBITDA and Share Price (Since 1/1/2018) 2 Average Per Year Management Plan 2018 2019 2020 2021 2022 2023 YTD '24 '18-'24 '24-'30 EV / NTM EBITDA 22.2x 16.1x 15.4x 22.1x 17.3x 12.6x 10.9x 17.1x NA 1 % YoY Rev Growth 26.4% 12.5% 14.8% 15.8% 17.4% 16.8% 12.6% 16.9% 8.3% 35x $35.00 1 170.2% 57.2% 37.7% 22.2% 24.7% 20.2% 18.3% 52.3% 12.1% % YoY EBITDA Growth Share Price $7.88 $10.91 $14.23 $23.77 $20.66 $14.52 $12.05 $15.06 NA 1/10/22: Announced 11/8/22: Reported Q3 30x $30.00 acquisition of Cloudmed earnings miss and CEO 2/18/21: Reported Q4 and change FY 2020 earnings 7/1/24: Received $13.25 offer from New 25x $25.00 Mountain Capital 3/19/24: Board of 2/26/24: Received $13.75 Directors formed unsolicited bid from New Special Committee 20x $20.00 Mountain Capital 5/6/24: Waiver granted 15x $15.00 NMC 7/1 Offer (Share Price): $13.25 $12.79 11.6x NMC 7/1 Offer (Implied NTM Multiple): 11.8x 10x $10.00 10/16/23: Jehoshaphat published short report; 6/13/24: Waiver extended shares fell ~8% 5x $5.00 11/13/23: Announced plans to 7/5/24: TCP-ASC revised 13D restate earnings from FY'21 to indicate it plans to submit through Q2'23; shares fell ~3% proposal higher than $13.25 0x $0.00 Jan-18 Aug-18 Apr-19 Dec-19 Aug-20 Apr-21 Dec-21 Jul-22 Mar-23 Nov-23 Jul-24 EV / NTM EBITDA EV / NTM EBITDA (Implied by NMC 7/1 Offer) Share Price NMC 7/1 Offer 1 Source: FactSet, Rover filings, NMC 13D, Management Plan. Note: Market data as of 7/15/24. Consensus estimates after 3/19/24 exclude brokers that have discontinued coverage and restricted brokers. Note : Represents forward fiscal year vs. 2 current fiscal year growth. Note : Management Plan excludes the Ascension cyber impact. 16 EV / NTM EBITDA


Confidential Preliminary Draft Subject to Change Wall Street Research Price Targets (1) Undisturbed Current Base Case Bull Case Bear Case % Premium to 2025E % Premium to % Premium to Price Methodology Price Price Broker Date Rating Methodology Methodology (2) (3) (2) (2) Target (Based on Current Price Target) Target Target Undisturbed EBITDA Undisturbed Undisturbed $20.00 Cantor Fitzgerald 7/2/2024 Buy 3.4x '25E Rev. / 12.1x '25E EBITDA 80.2% $825 - - - - - - $20.00 $20.00 TD Cowen 7/7/2024 Buy 15x '25E EBITDA 80.2% $782 - - - - - - $20.00 $19.00 RBC 7/1/2024 Buy ~14x '25E EBITDA 71.2% $771 $23.00 15x '25E EBITDA 107.2% $7.00 8x '25E EBITDA (36.9%) $19.00 $18.00 Baird 7/2/2024 Buy ~13.5x '25E EBITDA 62.2% $785 - - - - - - $18.00 $14.00 Leerink Partners 7/7/2024 Buy ~12x '25E EBITDA 53.2% $762 - - - - - - $17.00 $17.00 Morgan Stanley 7/8/2024 Buy 12x '25E EBITDA 53.2% $794 - - - - - - $17.00 $14.00 Citi 7/5/2024 Buy 12.5x '25E EBITDA 44.1% $769 - - - - - - $16.00 $16.00 Stephens 7/8/2024 Buy 12x '25E EBITDA 44.1% $758 - - - - - - $16.00 $16.00 Truist Securities 7/7/2024 Hold Blended LBO & ~11x '25E EBITDA 44.1% $750 - - - - - - $16.00 $15.00 Deutsche Bank 7/8/2024 Hold 12.5x '25E EBITDA 44.1% $706 - - - - - - $16.00 $18.00 Jefferies 7/7/2024 Buy ~11x '25E EBITDA 35.1% $762 $25.00 ~17x '25E EBITDA 125.2% $7.00 ~7x '25E EBITDA (36.9%) $15.00 $17.00 Canaccord 7/2/2024 Buy 14.5x '24E EBITDA 35.1% $748 - - - - - - $15.00 $17.00 Guggenheim 5/30/2024 Buy 13x '25E EBITDA 35.1% $764 - - - - - - $15.00 $12.00 Evercore ISI 7/10/2024 Hold Blended DCF and Valuation Multiples 26.1% $718 - - - - - - $14.00 $13.00 KeyBanc 5/10/2024 Hold NA 0.0% $751 - - - - - - Sadif 3/5/2024 Buy NA 0.0% NA - - - - - - ISS-Eva 2/27/2024 Sell NA 0.0% NA - - - - - - $14.00 Barclays 3/13/2024 Hold ~9.0x '25E EBITDA 26.1% $803 $17.00 ~11.0x '25E EBITDA 53.2% $9.00 ~6.5x '25E EBITDA (18.9%) $14.00 $11.00 JP Morgan 1/9/2024 Hold 8.5x '25E EBITDA (0.9%) NA - - - - - - $11.00 (4) (5) Current Undisturbed Current Fundamental (6) Mean $16.71 $15.79 $16.69 12.6x '25E EBITDA 50.6% $758 $24.00 116.2% $7.00 (36.9%) ~16x '25E EBITDA ~7.5x '25E EBITDA (6) Median $16.00 $16.00 $16.00 12.3x '25E EBITDA 44.1% $760 $24.00 116.2% $7.00 (36.9%) Management Plan $766 % Difference to Median 0.8% 1 2 Source: Wall Street Research, Management Plan. Note: Market data as of 7/15/24. Note : Represents broker price targets prior to NMC 13D filing on 2/26/24. Note : Represents premium to Rover’s closing undisturbed price of $11.10 as of 2/23/24; 3 4 utilizes current price target. Note : Represents current 2025E EBITDA estimates. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers (Morgan Stanley, Citi, Baird). Note : Undisturbed mean / median includes 5 undisturbed price targets from brokers with discontinued coverage, brokers with discontinued coverage are excluded from all other mean / median calculations. Note : Excludes broker price targets that include potential transaction in price target 6 rationale (Jefferies, Truist Securities, Citi and Guggenheim). Note : Excludes brokers who have not used ’25E EBITDA in their disclosed methodology. 17 Discontinued (4) Coverage


Confidential Preliminary Draft Subject to Change Select Trading Comparables ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA Debt / LTM Company 7/15/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E 3/31/24 EBITDA $77.06 $7,862 $7,002 87.3% 14.1% 18.8% 60.8% 39.6% 17.2x 14.4x 2.8x 32.98 6,977 6,116 83.3% 5.9% 8.6% 35.3% 18.1% 8.3x 7.7x 1.6x 33.64 5,730 5,632 99.0% 11.3% 12.1% 37.5% 21.1% 15.0x 13.4x 1.0x (1) 21.38 5,004 3,683 92.6% 9.7% 9.0% 66.1% 39.9% 14.2x 13.0x 4.0x 19.26 3,138 2,318 55.0% 15.2% 30.7% 18.2% 9.6% 12.7x 9.7x 4.9x 57.96 2,784 2,849 77.2% 9.1% 17.0% 28.5% 24.3% 8.9x 7.6x 0.5x 29.03 2,475 2,847 64.6% 16.0% 18.9% 23.9% 17.6% 11.4x 9.6x NA 18.55 2,041 1,974 65.5% (0.9%) (3.6%) 65.9% 30.9% 5.1x 5.3x 0.3x 26.44 1,307 1,244 36.0% 6.0% 31.1% 42.0% 9.4% 13.1x 10.0x 4.7x 28.74 809 892 98.7% 5.4% 5.9% 66.1% 22.5% 12.2x 11.6x NA 10.66 348 165 39.9% 6.3% 15.1% 48.6% 13.4% 7.7x 6.7x 4.4x 6.51 319 417 45.3% 11.5% 50.8% 49.8% 8.0% 12.9x 8.6x 22.5x 25th Percentile 52.6% 6.0% 8.9% 33.6% 12.5% 8.8x 7.7x 1.1x Mean 70.4% 9.1% 17.9% 45.2% 21.2% 11.6x 9.8x 4.7x Median 71.4% 9.4% 16.0% 45.3% 19.6% 12.5x 9.6x 3.4x 75th Percentile 88.6% 12.2% 21.9% 62.1% 25.9% 13.4x 11.9x 4.6x (2) Undisturbed (4) (4) (4) (4) (4) (4) (6) Rover (Consensus) $11.10 $7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x (5) (6) Rover (Management) 11.10 7,286 5,113 59.3% 9.2% 16.9% NA 24.6% 11.1x 9.5x 3.6x (3) At New Mountain 7/1/24 Offer (6) Rover (Consensus) $13.25 $8,352 $6,219 70.8% 11.8% 20.4% 27.5% 24.2% 13.3x 11.0x 3.6x (6) (5) Rover (Management) 13.25 8,352 6,219 70.8% 10.4% 16.9% 24.8% 12.7x 10.9x 3.6x NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 7/15/24. Consensus Rover estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Assumes 30-day option to purchase 6,750,000 in 2 3 shares is exercised by underwriters at the initial public offering price less the underwriting discount. Note : Market data as of undisturbed date of 2/23/24. Balance sheet data as of 12/31/23. Note : Represents NMC offer price of $13.25 / share. 4 5 Balance sheet data as of 3/31/24. Note : Statistics based on Rover’s stock price and consensus estimates prior to public filing of the NMC 2/26/24 Draft Proposal. Note : Rover management gross margin not directly comparable to consensus 6 estimate. Note : LTM EBITDA for Rover pro forma for EBITDA contribution from Acclara / Advata acquisition. 18


Legend Selected Healthcare Technology Selected Business Process Outsourcing CY25E Operating Statistics of Selected Companies CY25E Rev. $2,913 $2,948 $497 $2,988 $1,429 $1,339 $343 $968 $355 $1,131 $310 $1,285 $2,017 $1,403 $4,873 ($MM): Median: 10% Median: 9% 18% 16% 16% 14% 12% 11% 11% 12% 9% 10% 6% 7% 6% 5% (0%) Rover (Street) Rover Phreesia Evolent Health Progyny HealthEquity Health Catalyst Waystar TruBridge Omnicell HealthStream Premier ExlService WNS Genpact (Mgmt.) (1) Median: 18% Median: 7% 50% 31% 31% 21% 19% 19% 18% 14% 7% 8% 4% 8% 6% NM (2%) Rover (Street) Rover Health Catalyst Omnicell Evolent Health Progyny HealthEquity TruBridge Waystar HealthStream Premier Phreesia ExlService Genpact WNS (Mgmt.) (1) Median: 16% Median: 20% 41% 39% 30% 26% 27% 23% 23% 20% 19% 18% 15% 12% 11% 11% 10% Rover (Street) Rover HealthEquity Waystar Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact (Mgmt.) (1) Source: FactSet as of July 17, 2024. Note: Rover consensus estimates shown are current (as of July 17, 2024). 19 ‘NM’ denotes CY24E-25E EBITDA growth of >50% and <(50%). (1) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY24E-25E Adjusted CY24E-25E Adjusted EBITDA Margin EBITDA Growth Revenue Growth


Legend Selected Healthcare Technology Selected Business Process Outsourcing CY25E Trading Statistics of Selected Companies (1) EV ($Bn): $7.3 $8.0 $5.2 $1.5 $0.9 $2.5 $2.2 $1.4 $3.3 $0.4 $0.3 $5.9 $2.9 $7.2 Current: (2) 2.8x Median: 1.7x Median: 2.1x 6.0x 5.4x 3.0x 2.9x 2.8x 2.4x 2.1x 1.7x 1.5x 1.8x 1.2x 1.1x 1.1x 1.0x Rover HealthEquity Waystar Phreesia HealthStream Progyny Premier Omnicell Evolent Health Health Catalyst TruBridge ExlService WNS Genpact (Unaffected) (1) Current: Median: 10.5x (2) Median: 8.9x 10.8x 29.7x 14.5x 14.3x 13.7x 12.5x 10.8x 10.2x 10.0x 9.8x 9.1x 8.9x 7.9x 6.8x 5.7x Rover Phreesia HealthEquity Waystar HealthStream Omnicell Evolent Health Health Catalyst Progyny TruBridge Premier ExlService WNS Genpact (Unaffected) (1) Source: FactSet as of July 17, 2024. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the 20 NMC Draft Proposal. (2) Current Rover statistics as of July 17, 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY25E Adj. EBITDA CY25E Revenue Multiple Multiple


Confidential Preliminary Draft Subject to Change Barclays Disclaimer The preceding pages contain material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Committee and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Committee, the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Moreover, any information provided herein was not prepared for or intended for use by any individual for personal, family or household purposes. Any estimates, historical financial information, projections and other information contained herein have been prepared by management of the Company or were obtained from publicly available sources (approved for Barclays’ use by the Company) or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed that they have been reasonably prepared on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in these materials shall be deemed to constitute a recommendation or investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to the Committee, these materials are incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays to the Committee (in their capacity as committee members and not in any individual capacity and is not for the benefit of any individual, including any individual officer, director, shareholder or any other person). These materials were not prepared for or intended for use by any individual for personal, family or household purposes nor were they prepared to comply with the disclosure standards under state and federal securities laws or any other applicable laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Committee, none of the Company, Barclays, their respective affiliates or any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. These materials are not intended to provide the sole basis for evaluation of the proposed corporate transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed corporate transaction. Barclays has not made or obtained any evaluations or appraisals of the assets or liabilities of the Company or any other party to any corporate transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained herein do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Barclays’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company, the Committee or any individual officer, director, shareholder or any other person. Barclays, its subsidiaries and affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments or in other financial products and instruments. Unless otherwise expressly agreed or provided for in other applicable Barclays disclosures governing such corporate transactions or required by law or regulation, Barclays conducts these activities as principal and executes its principal transactions as an arm’s length counterparty. Barclays does not act as a fiduciary in relation to these corporate transactions. These materials do not constitute investment advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 21


Confidential Preliminary Draft Subject to Change Qatalyst Partners Disclaimer These materials have been prepared by Qatalyst Partners LP (including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by Qatalyst in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting this presentation, the Company acknowledges that (a) Qatalyst is not in the business of providing (and the Company is not relying on Qatalyst for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) the Company should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) the Company should apprise senior management as to such legal, tax and accounting advice (and any risks associated with any transaction) and Qatalyst’s disclaimer as to these matters. Qatalyst does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Qatalyst to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Any discussion of tax matters in these materials may have been written in connection with the “promotion” or “marketing” of any transaction contemplated hereby. Accordingly, any taxpayer should seek advice based on such taxpayer’s particular circumstances from an independent tax advisor. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Qatalyst to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Qatalyst is not acting in any other capacity as a fiduciary to the Company. Qatalyst assumes no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under state or federal securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted, summarized or referred to, in whole or in part, without the prior written consent of Qatalyst. These materials may not reflect information known to other professionals in other business areas of Qatalyst. Qatalyst is a full service securities firm providing investment banking and other services and products to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, Qatalyst may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities or loans of the Company, potential counterparties, or any other company that may be involved in a transaction. Qatalyst is required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with it, which information includes the complete name and address and taxpayer ID number. Qatalyst may also request corporate formation documents, or other forms of identification, to verify information provided. n 22