EX-99.(C)(XI) 10 d837347dex99cxi.htm EX-99.(C)(XI) EX-99.(c)(xi)

Exhibit (c)(xi) PR PRELIMINA ELIMINAR RY Y D DRA RAF FT T C Con onfidenti fidentia all Project Rover Materials for Discussion July 31, 2024


Summary of Transaction Statistics ($MM, except per share amounts) Rover Unaffected Rover Current NMC TB+ CD&R as of 2/23/24 (1) as of 7/30/24 Proposal Proposal Illustrative Share Price: $11.10 $12.90 $14.05 $14.30 Implied Transaction Premium Statistic Premium to Price Prior to Public Filing of February 26, 2024 NMC Draft Proposal (February 23, 2024) (1) $11.10 - 16% 27% 29% Premium to Current Price (July 30, 2024) 12.90 (14%) - 9% 11% Premium to 30-Day VWAP (Prior to Public Filing of the February 26, 2024 NMC Draft Proposal) (2) 10.31 8% 25% 36% 39% Premium to LTM High Share Price (August 2, 2023) (3) 18.49 (40%) (30%) (24%) (23%) Premium to LTM Low Share Price (January 11, 2024) (3) 9.11 22% 42% 54% 57% Implied Valuation & Multiples Fully-Diluted Equity Value (4) $5,113 $6,042 $6,606 $6,729 Fully-Diluted Enterprise Value (4)(5) $7,286 $8,172 $8,736 $8,859 Rover Street Case (6)(7) Adj. EBITDA Multiples Statistic CY24E $630 10.7x 13.0x 13.9x 14.1x CY25E 761 9.1 10.7 11.5 11.6 Rover Management Plan (8)(9) Adj. EBITDA Multiples (Excl. Ascension Impact) (10) Statistic CY24E $655 11.1x 12.5x 13.3x 13.5x CY25E 766 9.5 10.7 11.4 11.6 Note: Current market prices as of July 30, 2024. (6) Rover Street Case based on FactSet mean consensus estimates as of July 30, 2024. (1) Rover Unaffected Fully-Diluted Equity Value and Fully-Diluted Enterprise Value based on Rover’s stock price, capitalization, and balance sheet (7) Rover Unaffected Street Case multiples based on FactSet mean consensus estimates as of February 23, 2024, the last trading day prior information publicly available as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. to public filing of the NMC Draft Proposal. (2) Volume-weighted average price based on trading days per FactSet as of February 23, 2024, the last trading day prior to public filing of the NMC Draft (8) Rover Management Plan provided by Rover Management in July 2024. Proposal. (9) Rover Unaffected Management Plan multiples based on Rover Management Plan provided by Rover Management as of July 2024. (3) LTM as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. (10) 2024 and 2025 Rover Management Plan statistics shown exclude Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, 2 (4) Rover capitalization as of July 30, 2024 provided by Rover Management. respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. (5) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Comparison of Proposals vs. Rover Share Price Over Time From January 2, 2015 to Current (July 30, 2024) Jan. 10, 2022 Nov. 8, 2022 Jul. 19, 2024 Rover announces all-stock TCP-ASC files 13D amendment Announces Q3'22 earnings $35.00 acquisition of Cloudmed for $4.1Bn regarding its intent to enter a miss and retirement of Joe partnership with CD&R to make Flanagan / appointment 1-Day Price Rxn.: (1%) a joint proposal of Lee Rivas as CEO 1-Day Price Rxn.: +4% 1-Day Price Rxn.: (50%) $30.00 Jul. 1, 2024 NMC requests standstill waiver to submit revised proposal and $25.00 attaches draft proposal for $13.25 / share 1-Day Price Rxn.: (13%) $20.00 TB + CD&R Feb. 26, 2024 Proposal: $14.30 Public filing of the NMC Draft $15.00 Proposal for $13.75 / share (all-cash) NMC Proposal: and issuance of open letter regarding $14.05 NMC Draft Proposal by Coliseum Unaffected Price Capital, including a statement on (1) (2/23) : $11.10 potential participation from TCP-ASC $10.00 Current: $12.90 1-Day Price Rxn.: +25% July 5, 2024 $5.00 TCP-ASC files 13D amendment after market close requesting a waiver of its standstill 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 1-Day Price Rxn.: +16% $0.00 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of July 30, 2024. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 3 CONFIDENTIAL | PRELIMINARY DRAFT


Overview of Rover Daily Trading From Week of Request for Waiver of Standstill (January 22, 2024) to Current (July 30, 2024) Share Trading Jul. 1, 2024 July 5, 2024 Mar. 11, 2024 Feb. 26, 2024 Price NMC requests standstill waiver to TCP-ASC files 13D amendment Volume (000s) Rover announces the formation of the special committee; TCP- Public filing of the NMC Draft Proposal ASC files 13D amendment disclosing request for a waiver of submit proposal and attaches draft after market close requesting a $15.00 for $13.75 / share (all-cash) and issuance 35,000 proposal for $13.25 / share take-over statutes and a statement that they are not a seller waiver of its standstill to submit a TB + CD&R of open letter regarding NMC Draft 1-Day Price Rxn.: (13%) 1-Day Price Rxn.: +1% proposal to acquire Rover at a Proposal by Coliseum Capital Proposal: price higher than $13.25 per share 1-Day Price Rxn.: +25% $14.30 and that it is in discussions with $14.00 30,000 Joe Flanagan to serve as a senior NMC May 7, 2024 executive of Rover following a Jan. 26, 2024 Proposal: Limited standstill waiver sent to transaction NMC delivers a private request $14.05 NMC and TCP-ASC 1-Day Price Rxn.: +16% for the waiver of certain 1-Day Price Rxn.: +3% provisions of their Investor Rover $13.00 25,000 Rights Agreement $12.90 (1) +16% vs. 2/23 Feb. 22, 2024 (7%) vs. 2/26 UnitedHealth announces July 19, 2024 $12.00 20,000 suspected cybersecurity breach TCP-ASC files Mar. 19, 2024 of Change Healthcare IT systems 13D amendment Rover discloses it has hired advisors 1-Day Price Rxn.: (0%) June 13, 2024 regarding its to the Special Committee and that it Special Committee grants waiver intent to enter a has rejected TCP-ASC and NMC’s May 8, 2024 May 8, 2024 $11.00 extension to NMC and TCP- partnership with 15,000 request for a waiver of the standstill Cyberattack disrupts Rover announces ASC through July 12 CD&R to make a agreement Ascension Q1’24 earnings results joint proposal 1-Day Price Rxn.: +4% 1-Day Price Rxn.: (1%) Healthcare IT (Pre-Market) 1-Day Price systems 1-Day Price Rxn.: Selected Rxn.: +4% +3% (2) $10.00 10,000 HCT (1) (4%) vs. 2/23 (4%) vs. 2/26 $9.00 5,000 $8.00 0 1/22 1/241/26 1/30 2/1 2/5 2/7 2/9 2/13 2/152/20 2/22 2/262/28 3/1 3/5 3/7 3/113/13 3/153/19 3/21 3/25 3/27 4/1 4/3 4/5 4/9 4/11 4/15 4/174/19 4/23 4/25 4/29 5/1 5/3 5/7 5/9 5/13 5/15 5/175/21 5/235/28 5/30 6/3 6/5 6/7 6/116/13 6/17 6/20 6/24 6/266/28 7/2 7/5 7/9 7/117/15 7/17 7/19 7/23 7/257/29 Source: Closing prices and volumes per FactSet as of July 30, 2024. (1) Unaffected statistics as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 4 (2) Selected healthcare technology (“HCT”) group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge. Excludes Waystar due to limited trading history. CONFIDENTIAL | PRELIMINARY DRAFT


Summary of Valuation Analyses Selected Companies Analysis (2)(3) Selected Transaction Analysis (2)(3) Valuation Discounted Cash Analysis Flow Analysis (1)(2)(3) Fully Diluted Enterprise Value / Adjusted EBITDA Multiples WACC Range: 10.5% - 13.0% LTM Adjusted EBITDA NTM Adjusted EBITDA CY25E Adjusted EBITDA Multiple Range: Reference Multiple Range (8): Multiple Range (9): Range Perpetuity Growth Rate Range: 8.0x - 12.0x 3.5% - 5.0% 12.0x - 16.0x 11.0x - 15.0x Rover Management Plan Financial Case Rover Management Plan (4) Rover Street Case (6) Rover Actuals (7) Rover Street Case (6) (Excl. Ascension Impact) (5) $17.22 $16.25 TB + CD&R $15.84 Proposal: $14.98 $14.86 $14.30 NMC Proposal: Implied Rover $14.05 $11.97 Price Per Share Unaffected $10.92 (10) Price : $11.10 $8.69 $8.61 $8.14 (1) Present values as of June 30, 2024, assuming mid-period discounting. Assumes current Rover shareholders incur ~8.4% cumulative dilution through Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) issuance of equity awards over the projected period per Rover Management. Assumes utilization of NOLs per Rover Management as of July 2024. and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. (2) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares calculated (6) Rover Street Case projections based on FactSet mean consensus estimates as of July 30, 2024. using treasury stock method. (7) Historical statistics per latest available publicly filed Rover financial statements. LTM adj. EBITDA adjusted for Acclara LTM Adjusted (3) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. EBITDA of $25M per publicly filed Rover investor presentation dated December 6, 2023. (4) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown include (8) LTM represents the twelve-month period ending March 31, 2024. Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) (9) NTM represents the twelve-month period ending March 31, 2025. and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. (10) Unaffected statistics as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 5 (5) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown exclude CONFIDENTIAL | PRELIMINARY DRAFT


Rover Financial Overview and Valuation Analyses 6


Legend Rover Street Case Rover Mgmt. Plan Overview of Rover Management Plan vs. Rover Street Case Revenue ($MM) Adjusted EBITDA ($MM) Actual Projection Actual Projection Budget Budget (2) (2) 2024E EBITDA Guidance 2024E Rev. Guidance $1,301 $596 $625 - $650 $2,600 - $2,640 $1,202 $2,308 $4,261 $4,057 $1,136 $3,962 (3%) gr. (1) $3,680 Organic Rev. $2,269 (1) Organic EBITDA $536 $1,008 Excludes $295M rev. $3,204 (13%) gr. $1,109 Excludes $34M EBITDA contribution $874 $3,677 contribution from Acclara $2,964 from Acclara (11% mgn.) $815 $1,001 $3,392 $630 $2,603 CY24E-CY28E CAGR: 12% CY24E-CY28E CAGR: 16% $870 $3,123 $2,254 $570 $614 $2,913 CY24E-CY30E CAGR: 9% CY24E-CY30E CAGR: 15% $1,806 $761 $2,564 $1,475 (3) $424 Excl. Ascension Impact $346 (3) $655 $766 Excl. Ascension Impact $2,639 $2,913 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2.6% 20.8% 14.3% 15.9% 12.7% Street EBITDA Gr.: Forecast vs. Street: (1.5%) 1.8% (2.5%) (7.8%) (9.4%) (7.2%) 43.0% 7.3% 14.5% 10.7% 8.4% 8.2% Mgmt. EBITDA Gr.: # Brokers: 16 16 10 3 3 Forecast vs. Street: (9.6%) 7.1% 0.5% (0.7%) (2.5%) # Brokers: 16 16 10 3 3 Revenue Growth YoY (%) Adjusted EBITDA Margin (%) Actual Projection Actual Projection Budget Budget (1) Organic Rev. Gr. 2% 31% 30% Excludes $295M rev. 30% 26% 25% contribution from Acclara 30% 1% 22% 28% 24% 28% 27% 28% 16% 15% 16% 15% 27% 27% 24% 23% 23% 26% 10% 10% 14% (1) Organic EBITDA Mgn. 12% 22% (3) Excludes $34M EBITDA contribution Excl. Ascension Impact 8% 9% from Acclara (11% mgn.) 8% 8% (3) Excl. Ascension Impact 17% 10% 25% 26% 5% 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E Source: Rover filings and FactSet as of July 30, 2024. Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics (1) Organic statistics adjusted for Acclara acquisition per publicly filed Rover investor presentation dated December 6, 2023; statistics per Rover Management as April 2024. shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in (2) Per Rover Q1’24 earnings announcement dated May 8, 2024. CY24E and CY25E, respectively, per Rover Management in July 2024. (3) Excludes Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively; excludes Ascension impact to adjusted EBITDA of ($85MM) 7 Note: Historical statistics per latest available publicly filed Rover financial statements. Street consensus estimates for 2029E and onwards are and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. excluded due to limited broker coverage. CONFIDENTIAL | PRELIMINARY DRAFT


Rover Analyst Price Targets and Valuation Methodologies Price Target Valuation Methodology Summary Date Broker Rating Unaffected (1) Current Methodology Revenue DCF 5/14/2024 Cantor Fitzgerald Buy $20.00 $20.00 3.4x CY25E Revenue and 12.1x CY25E EBITDA 7% 14% 7/10/2024 TD Cowen Buy 20.00 20.00 DCF Analysis 7/19/2024 RBC Buy 19.00 19.00 ~14.0x CY25E EBITDA (2) 7/5/2024 Leerink Buy - 17.00 ~12.0x CY25E EBITDA 7/8/2024 Morgan Stanley Buy 17.00 17.00 12.0x CY25E EBITDA 7/5/2024 Citi Buy 14.00 16.00 12.5x CY25E EBITDA 7/24/2024 Stephens Buy 16.00 16.00 12.0x CY25E EBITDA 7/7/2024 Truist Hold 16.00 16.00 ~11.0x CY25E EBITDA; Illustrative LBO Analysis EBITDA 7/22/2024 Deutsche Bank Hold 15.00 16.00 12.5x CY25E EBITDA 79% 7/7/2024 Jefferies Buy 18.00 15.00 11.0x CY25E EBITDA 7/19/2024 Cannacord Genuity Buy 17.00 15.00 14.5x CY24E EBITDA 7/24/2024 Guggenheim Buy 17.00 15.00 13.0x CY25E EBITDA Ratings Summary 7/10/2024 Evercore Hold 12.00 14.00 Blended DCF and Valuation Multiples Median $17.00 $16.00 Represents a 44% premium to Rover unaffected (1) price of $11.10 Mean $16.06 $16.62 Hold 23% Current Price Targets $20.00 $20.00 $19.00 TB + CD&R $17.00 $17.00 $16.00 $16.00 $16.00 $16.00 $15.00 $15.00 $15.00 Proposal: $14.30 $14.00 NMC Proposal: $14.05 Unaffected (1) Price : $11.10 Buy (2) 77% Cantor TD Cowen RBC Leerink Morgan Citi Stephens Truist Deutsche Jefferies Cannacord Guggenheim Evercore Fitzgerald Stanley Bank Genuity Source: FactSet and Wall Street research as of July 30, 2024. Note: Excludes research not available to Qatalyst. Baird and KeyBanc excluded given there has been no research including price targets published since the Special Committee meeting on April 17, 2024. JPM and Barclays excluded given discontinuation of coverage due to involvement in potential transaction. 8 (1) Price based on unaffected date as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. (2) Leerink prior price target excluded as their last published report including a price target (prior to current) was published in February 2023. CONFIDENTIAL | PRELIMINARY DRAFT


Legend CY25E EBITDA CY24E EBITDA Evolution of Rover EBITDA Street Estimates Over Time Rover CY24E and CY25E EBITDA Street Estimates Since Q3’23 Earnings (10/15/23 – 7/30/24) Timeline of Recent Events $900 • November 2, 2023: Announced Q3’23 earnings and termination of Pediatrix ($MM) Unaffected Current 1 contract, but no additional new customer announcements. Guidance implied 1 2/23/2024 (1) 7/30/2024 % Δ Q4’23 would miss estimates. CY24E EBITDA $684 $630 (7.8%) • November 13, 2023: Disclosed late filing of Q3’23 10-Q and restatement of 2 CY25E EBITDA $799 $761 (4.7%) $850 past financial statements due to accounting issue. 2 Project Rover Process • December 6, 2023: Announced acquisition of Acclara and Providence E2E 3 3 4 5 6 contract. • January 8, 2024: Pre-announced Q4’23 earnings. Revenue missed Street $800 4 7 expectations but EBITDA slightly beat. 8 5• January 17, 2024: Completed acquisition of Acclara ($25M annual EBITDA contribution disclosed at announce). $750 6 • February 21, 2024: UnitedHealth announced suspected cybersecurity breach of 1 Change Healthcare IT systems. 2 • February 27, 2024: Announced Q4’23 earnings. EBITDA guidance for FY24 7 3 missed street expectations by 3%. $700 4 5 6 8• May 8, 2024: Announced Q1’24 earnings. Reduced FY24 EBITDA guidance by 7 ~$23M (~3%). Cyberattack disrupts Ascension Healthcare IT systems. 8 $650 Potential Factors Not Reflected in Current Estimates • Impact of Ascension Healthcare Cyber Breach • Impact of Ascension Divestitures $600 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Source: FactSet and Company filings as of July 30, 2024. (1) Unaffected statistics as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 9 CONFIDENTIAL | PRELIMINARY DRAFT


Average Trading Statistics Over Time Unaffected 2017 2018 2019 2020 2021 2022 2023 2024YTD (4)(5) (2/23/24) (6) Current (5) (4) (4) Rover (1) NM 29.1x 17.7x 17.4x 23.6x 18.3x 13.2x 9.3x 10.7x 12.5x Rover Long-Term Trading NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% - 6% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 9% - 5% NTM EBITDA Mgn. 2% 7% 14% 19% 23% 26% 27% 27% - 24% vs. Selected Companies Selected HCT (2) 15.3x 18.1x 16.7x 16.9x 20.0x 17.9x 14.7x 11.5x 12.3x 10.9x NTM Rev. Gr. 20% 12% 14% 13% 13% 17% 13% 9% - 9% NTM EBITDA Gr. (2%) (17%) 198% (8%) 23% 21% 32% 3% - (2%) NTM EBITDA Mgn. 20% 21% 19% 14% 14% 11% 15% 17% - 18% From January 2, 2017 to Current (July 30, 2024) Selected Business Process Outsourcing (3) 10.7x 11.6x 11.7x 12.0x 12.3x 11.6x 9.5x 8.0x 8.3x 8.9x NTM Rev. Gr. 9% 11% 10% 2% 10% 11% 10% 6% - 6% NTM EBITDA Gr. 19% 20% 21% 2% 7% 11% 11% 8% - 6% NTM EBITDA NTM EBITDA Mgn. 17% 17% 18% 18% 21% 21% 22% 22% - 21% Multiple (7) COVID-19 24.0x Legend 22.0x Rover (2) Selected Healthcare Technology (3) Selected Business Process Outsourcing 20.0x 18.0x 16.0x 14.0x Unaffected (5) (2/23) : 10.7x 12.0x Current: 12.5x Selected HCT Current: 10.9x 10.0x Selected BPO Current: 8.9x 8.0x 6.0x 4.0x Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of July 30, 2024. Limited analyst coverage for Rover until August 2017. (4) 2024YTD average statistics for Rover calculated up until February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. Note: Certain statistics shown pro forma for Rover’s acquisition of Cloudmed from June 21, 2022 to August 2, 2023. (5) LTM statistics used to calculate NTM revenue growth for 2024YTD and Current are pro forma for Acclara acquisition per publicly filed Rover investor (1) Rover revenue growth is not pro forma for acquisitions. presentation dated December 6, 2023. 10 (2) Selected healthcare technology (“HCT”) group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and (6) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. TruBridge. Excludes Waystar due to limited trading history. (7) COVID-19 period from February 19, 2020 to November 9, 2021. (3) Selected business process outsourcing group includes Genpact, Exlservice, and WNS. CONFIDENTIAL | PRELIMINARY DRAFT


Legend Selected Healthcare Technology Selected Business Process Outsourcing CY25E Operating Statistics of Selected Companies Rev. $2,913 $2,913 (1) $497 $2,988 $1,429 $1,339 $343 $968 $355 $1,131 $308 $1,285 $2,017 $1,404 $4,873 ($MM): Median: 10% Median: 9% 18% 16% 16% 14% 12% 11% 12% 10% 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: 8% 50% 32% 31% 21% 19% 18% 17% 19% 14% 8% 7% 8% 7% NM (2%) Rover (Street) Rover Health Catalyst Omnicell Evolent Health Progyny HealthEquity TruBridge Waystar HealthStream Premier Phreesia WNS ExlService Genpact (Mgmt.) (1) Median: 16% Median: 20% 41% 39% 30% 26% 26% 25% 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 mean consensus estimates as of July 30, 2024. Note: ‘NM’ denotes CY24E-25E EBITDA growth of >50% or <(50%). 11 (1) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY25E YoY CY25E YoY CY25E YoY Adjusted EBITDA Margin Adjusted 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 $5.4 $1.6 $0.8 $2.3 $2.5 $1.4 $3.7 $0.4 $0.4 $6.0 $2.9 $7.3 Median: 1.8x Median: 2.1x Current: (2) 2.8x 6.0x 5.6x 3.1x 3.0x 2.7x 2.4x 2.1x 1.7x 1.5x 1.8x 1.3x 1.2x 1.1x 1.0x Rover HealthEquity Waystar Phreesia HealthStream Premier Progyny Omnicell Evolent Health Health Catalyst TruBridge ExlService WNS Genpact (Unaffected) (1) Median: 11.2x Median: 8.4x 31.0x Current: (2) 10.7x 14.6x 14.5x 14.2x Selected Companies Adjusted 11.7x EBITDA Range: 8.0x – 12.0x 11.3x 11.0x 10.6x 9.6x 9.1x 8.4x 8.1x 6.9x 6.1x Rover Phreesia HealthEquity Waystar HealthStream Evolent Health Omnicell Health Catalyst Progyny TruBridge Premier ExlService WNS Genpact (Unaffected) (1) Source: FactSet mean consensus estimates as of July 30, 2024. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 12 (2) Current Rover statistics per FactSet mean consensus estimates as of July 30, 2024. CONFIDENTIAL | PRELIMINARY DRAFT Adjusted EBITDA Multiple Revenue Multiple


Summary of Rover Unlevered Free Cash Flow Projections ($MM) Rover Management Plan (1) Q3-Q4 '24-'30E '25-'30E CY2024E CY2025E CY2026E CY2027E CY2028E CY2029E CY2030E CAGR CAGR Revenue $1,330 $2,964 $3,123 $3,392 $3,677 $3,962 $4,261 9% 8% % Growth - 16% 5% 9% 8% 8% 8% Adjusted EBITDA $265 $815 $874 $1,001 $1,109 $1,202 $1,301 15% 10% % Margin 20% 28% 28% 30% 30% 30% 31% Net Operating Profit After Taxes $63 $342 $367 $451 $523 $583 $635 % Margin 5% 12% 12% 13% 14% 15% 15% Unlevered Free Cash Flow (2) $135 $405 $504 $580 $631 $688 $737 29% 13% % Growth - 14% 16% 17% 17% 17% 17% % Margin 10% 14% 16% 17% 17% 17% 17% Memo: Annual Dilution - 1% 1% 1% 1% 1% 2% Memo: Cumulative Dilution - 1% 2% 4% 5% 7% 8% Value of NOLs (3) NOL Starting Balance $87 $77 $57 $44 $39 $35 $31 NOLs Utilized 10 20 14 4 4 4 4 NOL Tax Savings @ 21% Tax Rate $2 $4 $3 $1 $1 $1 $1 (1) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. 13 (2) UFCF shown excludes any impact from NOL utilization. (3) Utilization of NOLs per Rover Management as of July 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Rover Discounted Cash Flow Analysis Summary of Discounted Cash Flow Assumptions • Unlevered free cash flow projections and terminal value discounted to June 30, 2024 using mid-period convention • Excludes impact of stock-based compensation, amortization of intangibles, depreciation and non-recurring expenses in unlevered free cash flow • Weighted average cost of capital range of 10.5% to 13.0% • Terminal value based on perpetuity growth rate range of 3.5% to 5.0% • Assumes current shareholders incur ~1% annual dilution through issuance of equity awards throughout the projection period, representing ~8.4% cumulative dilution per Rover Management • Assumes long-term effective tax rate of 21% per Rover Management • Rover NOL balance of $87MM separately valued on a discounted present value basis using a tax savings schedule per Rover Management ($MM, except per share amounts) Present Value as of June 30, 2024 Discount Rate: 10.5% 11.75% 13.0% Terminal Perpetuity Growth Rate 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% Implied Terminal NTM EBITDA Multiple: 8.5x 9.5x 10.8x 7.3x 8.0x 8.9x 6.3x 6.9x 7.5x PV of Unlevered FCFs Adj. for Dilution (Q3 CY24E - CY30E) $2,477 $2,477 $2,477 $2,386 $2,386 $2,386 $2,301 $2,301 $2,301 PV of Terminal Value Adj. for Dilution (CY31E & Beyond) $5,518 $6,225 $7,124 $4,376 $4,849 $5,426 $3,555 $3,888 $4,283 % of Enterprise Value in Terminal Value 69% 72% 74% 65% 67% 69% 61% 63% 65% Implied Enterprise Value $7,995 $8,702 $9,601 $6,762 $7,235 $7,812 $5,856 $6,189 $6,584 Less: Debt (1) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) Plus: Cash (1) 163 163 163 163 163 163 163 163 163 Plus: PV of NOLs Adj. for Dilution (Q3 CY24E & Beyond) (2) 12 12 12 11 11 11 11 11 11 Implied Equity Value $5,877 $6,583 $7,483 $4,644 $5,116 $5,694 $3,737 $4,070 $4,465 Implied Price Per Share (3) $12.56 $14.00 $15.84 $10.04 $11.01 $12.19 $8.14 $8.84 $9.66 Premium/(Discount) to Unaffected (4) 13% 26% 43% (10%) (1%) 10% (27%) (20%) (13%) Note: Assumes mid-period discounting convention. Rover Management Plan provided by Rover Management in July 2024. (2) Rover NOL balance of $87MM separately valued on a discounted present value basis using a tax savings schedule per Rover Management 2024 and 2025 Rover Management Plan statistics shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, in July 2024. respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July (3) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares 14 2024. calculated using treasury stock method. (1) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. (4) Implied premium based on unaffected price as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT


Selected Companies Analysis ($MM, except per share amounts) Selected Companies Analysis Rover Management Plan (Excl. Ascension Impact) (1) Rover Street Case (2) Reference Range Reference Range Statistic Low High Statistic Low High Fully Diluted Enterprise Value / CY25E Adjusted EBITDA Multiple $766 $761 Selected Multiple Range 8.0x 12.0x 8.0x 12.0x Implied Rover Share Price (3)(4) $8.69 $14.98 $8.61 $14.86 Source: FactSet as of July 30, 2024. (3) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares (1) Rover Management Plan provided by Rover Management in July 2024. 2025 Rover Management Plan statistics shown exclude Ascension calculated using treasury stock method. 15 impact to revenue of $51MM and impact to adjusted EBITDA of $49MM per Rover Management in July 2024. (4) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. (2) Rover Street Case projections based on FactSet mean consensus estimates as of July 30, 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Legend Selected Business Process Outsourcing Transactions * Selected Transaction Statistics Selected Transactions LTM Selected Transactions NTM Selected Healthcare Technology and BPO Transactions Greater than $1Bn Since 2014 EBITDA Range: 12.0x – 16.0x EBITDA Range: 11.0x – 15.0x ($MM) Transaction Multiples Premium (1) NTM Operating Statistics Annc. FD Equity FD Enterprise Revenue Adj. EBITDA Unaffected LTM Revenue Adj. EBITDA Date Target Acquiror Description Value Value LTM NTM LTM NTM 1-Day High $ Growth Margin 08/19/21 Inovalon Nordic Capital Cloud-based SaaS healthcare solutions $6,415 $7,227 10.1x 8.8x 29.0x 25.0x 25% 20% $819 14% 35% 01/10/22 Cloudmed Rover Revenue cycle management solutions 3,198 4,054 12.2 9.1 30.4 21.2 – – 446 35% 43% 09/06/23 NextGen Healthcare Thoma Bravo EHR and practice management solutions for ambulatory practices 1,638 1,731 2.6 2.4 14.5 18.9 46% 15% 730 8% 13% 09/15/14 TriZetto Cognizant RCM specialist with services including enterprise and component software – 2,700 3.8 3.5 19.0 17.6 – – 768 8% 20% * 12/21/20 HMS Veritas (Gainwell) Cost containment software for providers 3,370 3,399 5.3 4.6 21.1 16.6 10% 10% 735 14% 28% 06/19/18 Cotiviti Veritas (Verscend) Healthcare analytics for clinical datasets 4,328 4,909 6.7 6.4 17.9 15.9 32% 0% 764 4% 40% 08/09/16 Press Ganey EQT Patient experience and workforce engagement solutions 2,246 2,384 6.9 6.2 18.2 15.9 0% (1%) 385 12% 39% 12/20/21 Cerner Oracle Leading EHR solutions provider 28,305 28,938 5.1 4.8 15.4 14.1 20% 14% 6,027 6% 34% 11/11/18 athenahealth Veritas Capital & Elliott EHR, RCM, and patient engagement software and services 5,695 5,650 4.3 3.9 14.9 14.0 27% (4%) 1,438 10% 28% 06/21/22 Convey TPG Technology and services solution for government-sponsored health plans 825 1,076 3.1 2.6 15.7 13.4 113% (19%) 410 17% 20% 01/06/21 Change Healthcare United HC (Optum Health) Revenue and payment cycle management software 8,267 13,051 4.2 3.9 14.1 13.0 41% 37% 3,331 8% 30% 11/02/15 MedAssets Pamplona Healthcare performance improvement company 1,966 2,755 3.6 3.6 11.5 11.3 32% 32% 763 (0%) 32% 06/14/18 Intelenet Teleperformance India-based BPO offering contact center and RPA solutions – 1,000 2.2 2.0 12.0 10.9 – – 494 10% 19% * 06/18/21 Sykes Enterprises Sitel Group Multinational provider of BPO and IT consulting services 2,222 2,157 1.2 1.1 10.0 9.8 31% 17% 1,878 7% 12% * 06/28/18 Convergys SYNNEX Provider of customer experience outsourcing services 2,478 2,767 1.0 1.0 7.9 8.3 17% (1%) 2,639 (4%) 13% * 03/28/22 Ensemble Health Berkshire Partners & Warburg Pincus Revenue cycle management solutions for health systems – 5,000 6.2 NA 18.7 NA – – – – – 11/22/21 athenahealth Bain & H&F EHR, RCM, and patient engagement software and services 17,000 17,000 8.9 – 16.1 – – – 1,900 – 56% Median: 4.2x 3.6x 15.4x 14.0x 31% 10% 8% 28% Mean: 4.3 3.6 15.1 13.8 34% 9% 8% 27% NMC Proposal @ $14.05 (2)(3)(4) 3.4x 3.2x 13.6x 13.3x 27% (24%) 6% 24% TB + CD&R Proposal @ $14.30 (2)(3)(4) 3.5x 3.3x 13.8x 13.5x 29% (23%) 6% 24% Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. (2) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares Note: '–' = Not publicly available or not meaningful. Multiples greater than 50.0x or negative considered not meaningful. calculated using treasury stock method. Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. (1) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day prior to transaction (3) LTM statistics pro forma for Acclara acquisition per publicly filed Rover investor presentation dated December 6, 2023. 16 announcement if no substantial rumors existed. Premium to LTM High for Rover as of period ended February 23, 2024, the last trading day (4) Premium shown is to Rover price as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT


Selected Transaction Analysis ($MM, except per share amounts) Selected Transaction Analysis Reference Range Statistic (5) Low High Rover Actuals (1) Fully Diluted Enterprise Value / LTM Adjusted EBITDA Multiple $643 Selected Multiple Range 12.0x 16.0x Implied Rover Share Price (3)(4) $11.97 $17.22 Rover Street Case (2) Fully Diluted Enterprise Value / NTM Adjusted EBITDA Multiple $654 Selected Multiple Range 11.0x 15.0x Implied Rover Share Price (3)(4) $10.92 $16.25 Source: FactSet as of July 30, 2024. (3) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares (1) LTM Adjusted EBITDA adjusted for Acclara LTM Adjusted EBITDA of $25M per publicly filed Rover investor presentation dated calculated using treasury stock method. 17 December 6, 2023. (4) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. (2) Rover projections based on FactSet mean consensus estimates as of July 30, 2024. (5) LTM statistics as of the period ended March 31, 2024. NTM statistics as of the period ended March 31, 2025. CONFIDENTIAL | PRELIMINARY DRAFT


Appendix


Trading and Operating Statistics of Selected Companies ($MM, except per share amounts) FD Capitalization Trading Statistics Operating Statistics Enterprise Value / Revenue Adj. EBITDA Revenue Adj. EBITDA $ % Growth $ Margins % Growth NTM Multiples Stock Price Equity Ent. Company (FYE) 7/30/2024 Value Value CY24E CY25E CY24E CY25E CY24E CY25E '23-24E '24-25E CY24E CY25E CY24E CY25E '23-24E '24-25E Rover (Street) (Current) (Dec.) (1) $12.90 $6,042 $8,172 3.1x 2.8x 13.0x 10.7x $2,603 $2,913 15% 12% $630 $761 24% 26% 3% 21% Rover (Street) (Unaffected) (Dec.) (2) 11.10 5,113 7,286 2.7 2.4 10.7 9.1 2,688 3,068 19% 14% 684 799 25% 26% 11% 17% Rover (Mgmt.) (Excl. Ascension Impact) (Dec.) (3) - - - - - - - 2,639 2,913 17% 10% 655 766 25% 26% 7% 17% Selected Healthcare Technology HealthEquity (Jan.) $78.42 $7,126 $7,986 6.8x 6.0x 17.1x 14.5x $1,171 $1,339 18% 14% $466 $551 40% 41% 26% 18% Waystar (Dec.) 23.32 4,056 5,372 6.1 5.6 15.2 14.2 884 968 12% 10% 352 379 40% 39% - 8% Evolent Health (Dec.) 23.71 2,855 3,675 1.4 1.2 14.8 11.3 2,576 2,988 31% 16% 248 325 10% 11% 27% 31% Progyny (Dec.) 28.95 2,839 2,467 2.0 1.7 11.3 9.6 1,234 1,429 13% 16% 218 258 18% 18% 16% 19% Premier (Jun.) 21.31 2,267 2,335 1.8 1.8 6.0 6.1 1,287 1,285 (2%) (0%) 391 382 30% 30% (17%) (2%) Phreesia (Jan.) 25.61 1,618 1,555 3.7 3.1 67.0 31.0 420 497 20% 18% 23 50 6% 10% - - Omnicell (Dec.) 29.39 1,383 1,445 1.4 1.3 14.6 11.0 1,066 1,131 (7%) 6% 99 131 9% 12% (28%) 32% HealthStream (Dec.) 29.21 907 824 2.8 2.7 12.5 11.7 292 308 5% 5% 66 70 23% 23% 8% 7% Health Catalyst (Dec.) 7.63 489 391 1.3 1.1 15.8 10.6 308 343 4% 11% 25 37 8% 11% - 50% TruBridge (Dec.) 11.24 174 357 1.1 1.0 7.9 6.9 333 355 (1%) 7% 45 52 14% 15% (5%) 14% - Median 1.9x 1.8x 14.7x 11.2x 8% 10% 16% 16% 8% 18% Mean 2.8 2.6 18.2 12.7 9% 10% 20% 21% 4% 20% Selected Business Process Outsourcing Genpact (Dec.) $34.92 $6,476 $7,337 1.6x 1.5x 8.7x 8.1x $4,615 $4,873 3% 6% $841 $903 18% 19% 2% 7% ExlService (Dec.) 35.26 5,905 6,004 3.3 3.0 15.8 14.6 1,808 2,017 11% 12% 381 410 21% 20% 10% 8% WNS (Mar.) 59.10 2,912 2,912 2.3 2.1 9.9 8.4 1,284 1,404 (1%) 9% 293 349 23% 25% (8%) 19% Median 2.3x 2.1x 9.9x 8.4x 3% 9% 21% 20% 2% 8% Mean 2.4 2.2 11.5 10.4 4% 9% 21% 21% 1% 11% Source: FactSet median consensus estimates and Wall Street analyst research. In-the money convertible debt assumed to be net share settled. (2) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the last trading day prior to public Note: Based on market prices as of July 30, 2024. Multiples greater than 75x or negative noted as dashes. EBITDA growth of filing of the NMC Draft Proposal. >50% and <(50%) noted as dashes. (3) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown exclude 19 (1) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of July 30, 2024. Balance sheet statistics as of the period Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ended June 30, 2024 per Rover Management in July 2024. ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Cost of Capital Analysis ($MM, except per share amounts) Overall Betas WACC Analysis Historical Predicted Betas Unlevered Unlevered Current FD Historical (1) (5) Predicted (2) (5) Beta Beta Stock Equity Levered Unlevered Levered Unlevered Price Value Debt Equity / Debt Tax Rate Beta Beta Beta Beta Rover (Street) (Unaffected) (3)(4) 0.68 1.20 Overall Median 0.82 0.87 Rover (Street) (Unaffected) (3)(4) $11.10 $5,113 $2,311 69% / 31% 21% 0.92 0.68 1.63 1.20 Unlevered Beta Calculation Selected Companies HealthEquity $78.42 $7,126 $1,112 87% / 13% 21% 0.90 0.80 0.95 0.84 67% Rover (Street) (Unaffected) (3)(4) 0.45 0.80 Genpact 34.92 6,476 1,312 83% / 17% 24% 1.06 0.92 0.81 0.70 33% Overall Median 0.27 0.29 ExlService 35.26 5,905 345 94% / 6% 22% 1.38 1.32 0.91 0.87 Unlevered Beta 0.72 1.09 Evolent Health 23.71 2,855 788 78% / 22% 18% 1.26 1.03 1.56 1.27 Progyny 28.95 2,839 0 100% / 0% 25% 1.30 1.30 1.13 1.13 Premier 21.31 2,267 129 95% / 5% 31% 0.48 0.46 0.90 0.87 Phreesia 25.61 1,618 33 98% / 2% 21% 1.29 1.27 1.55 1.52 Omnicell 29.39 1,383 575 71% / 29% 21% 0.98 0.74 1.44 1.08 HealthStream 29.21 907 0 100% / 0% 24% 0.72 0.72 0.49 0.49 Health Catalyst 7.63 489 230 68% / 32% 21% 1.12 0.82 1.60 1.16 TruBridge 11.24 174 186 48% / 52% 25% 0.95 0.53 1.06 0.59 Median 87% / 13% 1.06 0.82 1.06 0.87 Mean 84% / 16% 1.04 0.90 1.13 0.96 Sources: FactSet, Barra, Bloomberg. Note: Prices as of July 30, 2024. Debt includes currently outstanding face value of 'in-the-money' convertible debt and excludes minority interests. Excludes international companies. (1) Based on Bloomberg betas as of June 28, 2024. (2) Based on Barra betas as of June 28, 2024. (3) Rover betas as of January 31, 2024, based on available betas prior to February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. (4) Rover capitalization as of February 23, 2024, the last trading day prior to the public filing to the NMC Draft Proposal. (5) Waystar excluded due to limited trading history. Excludes international companies. 20 CONFIDENTIAL | PRELIMINARY DRAFT


Cost of Capital Analysis (Continued) Cost of Capital Calculation - Equity Market Risk Premium / Unlevered Predicted Beta Sensitivity (4) (7) Market Assumptions WACC Risk Free Rate (1) 4.5% Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% Market Risk Premium (2) 6.2% - 7.2% Beta Debt as % of Cap.: 31% 31% 31% Cost of Debt (6) 8.0% 1.09 <--- Overall Blended 11.4% 11.9% 12.4% 1.20 <--- Standalone 12.0% 12.6% 13.1% Size Premium (3) Historical 2.0% Cost of Capital Calculation - Equity Market Risk Premium / Unlevered Historical Beta Sensitivity (5) (7) Predicted 0.0% WACC Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% Beta Debt as % of Cap.: 31% 31% 31% 0.72 <--- Overall Blended 10.6% 11.0% 11.3% 0.68 <--- Standalone 10.4% 10.7% 11.0% Note: Unlevered Betas based on median of peer group. (1) Based on 20-Year U.S. Interpolated Treasury Yield as of July 30, 2024. Source: FactSet. (2) Long-horizon expected equity risk premium (historical) and Long-horizon expected equity risk premium (supply-side) based on Duff & Phelps Cost of Capital Navigator (2024). (3) Size premium based on Duff & Phelps Cost of Capital Navigator (2024). (4) Based on Barra betas as of June 28, 2024. Rover predicted beta as of January 31, 2024, based on available betas prior to February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. (5) Based on Bloomberg 5-year weekly betas as of June 28, 2024. Rover historical beta as of January 31, 2024, based on available betas prior to February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. (6) Illustrative 8.0% pre-tax cost of debt based on interest rates on Term A Loan, Senior Revolver, and Term B Loan per Rover 10-K as of December 31, 2023. All Rover debt is floating-rate. (7) Waystar beta excluded from overall blended beta calculation due to limited trading history. Excludes international companies. 21 CONFIDENTIAL | PRELIMINARY DRAFT


Rover NOL Schedule Rover NOL Schedule (1) ($MM) Q3-Q4 CY24E CY25E CY26E CY27E CY28E CY29E CY30E CY31E CY32E CY33E CY34E CY35E CY36E CY37E CY38E CY39E Beginning NOL Balance (2) $87 $77 $57 $44 $39 $35 $31 $27 $24 $21 $18 $14 $11 $8 $5 $2 (Usage) of NOLs (10) (20) (14) (4) (4) (4) (4) (3) (3) (3) (3) (3) (3) (3) (3) (2) Ending NOL Balance $77 $57 $44 $39 $35 $31 $27 $24 $21 $18 $14 $11 $8 $5 $2 – Federal Tax Savings Due to NOLs (3) ($2) ($4) ($3) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($0) Cumulative Dilution – 1% 2% 4% 5% 7% 8% 10% 12% 14% 15% 17% 19% 21% 23% 24% Tax Savings Due to NOLs Adj. for Dilution (4) ($2) ($4) ($3) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($0) Discount Rate 10.5% 11.75% 13.0% NPV of Tax Savings $11.9 $11.5 $11.1 Note: Utilization of NOLs per Rover Management as of July 2024. (3) Assumes effective tax rate of 21% per Rover Management. (1) Rover Management Plan provided by Rover Management in July 2024. (4) Assumes ~1% annual dilution through issuance of equity awards throughout the projection period per Rover Management 22 (2) Rover NOL balance of $87MM separately valued on a discounted present value basis using a tax savings schedule per Rover Management and assumes annual dilution CY31E and thereafter equivalent to annual dilution in CY30E, per Rover Management. in July 2024. CONFIDENTIAL | PRELIMINARY DRAFT


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