Kickoff Presentation Due Diligence Project ABC Date Download the entire document at: www.gazhoo.com

Agenda – Project ABC Due Diligence Kickoff Date xxx Review of Target and Strategic Fit with Clientco. Current View on Valuation and Synergies 10:30 AM xxx Objectives and Expected Process xxx 11:00 AM M&A Workbench Team Workplans 12:00 PM Key Value Drivers to Confirm xxx xxx xxx 11:30 AM 12:30 PM 1:30 PM Download the entire document at: www.gazhoo.com

Sharing deal-related information, intentionally or unintentionally, with anyone outside of the project team can: Expose Clientco. to other liabilities or lawsuits. Interfere with our ability to consummate a deal. Adopting required practices reduces the risk of leaking information. For example: Do NOT have team discussions in public places (restaurants, elevators, bathrooms, airplanes, hotel lobbies, etc.) Do NOT work with sensitive documents in public places Do NOT leave documents lying around or computers unattended. Use code names to identify all parties and facilities on faxes, emails and phone calls. Lock office doors, team rooms and file cabinets with M&A documents Confidentiality Procedures Read and review the attached confidentiality document and follow ALL required practices. Download the entire document at: www.gazhoo.com

Sharing deal-related information, intentionally or unintentionally, with anyone outside of the project team can:

Expose Clientco. to other liabilities or lawsuits.

Interfere with our ability to consummate a deal.

Adopting required practices reduces the risk of leaking information.

For example:

Do NOT have team discussions in public places (restaurants, elevators, bathrooms, airplanes, hotel lobbies, etc.)

Do NOT work with sensitive documents in public places

Do NOT leave documents lying around or computers unattended.

Use code names to identify all parties and facilities on faxes, emails and phone calls.

Lock office doors, team rooms and file cabinets with M&A documents

Indicative Timeline The team has not been given any indication of the timetable after 10 August this timeline represents a plausible best case Team meeting to agree work to be done on 9 -10 Aug and form of due diligence reports to be produced Data Room Visit - team including management consultants, lawyers and accountants. Request photocopies and additional visits as necessary Management presentation Submit additional information requests Determine which assets to bid for and submit revised letter Further data room visits, site visit, calls with management Refine financial model Form view on how transaction would be financed Due diligence reports completed Finalise valuation Mark-up sale and purchase agreement (if provided) Board approves second round bid August September Week of 6 13 20 27 3 10 Download the entire document at: www.gazhoo.com

The team has not been given any indication of the timetable after 10 August

this timeline represents a plausible best case

Team meeting to agree work to be done on 9 -10 Aug and form of due diligence reports to be produced

Data Room Visit - team including management consultants, lawyers and accountants. Request photocopies and additional visits as necessary

Management presentation

Submit additional information requests

Determine which assets to bid for and submit revised letter

Further data room visits, site visit, calls with management

Refine financial model

Form view on how transaction would be financed

Due diligence reports completed

Finalise valuation

Mark-up sale and purchase agreement (if provided)

Board approves second round bid

Due Diligence Workplan Environmental & Safety Team VP EHS (leader), EHS Attorney, M&A Consultant (External) Members Objective Evaluate risks and potential mitigation costs associated with current and past environmental and safety practices. Detailed Activity Identify risks and potential for significant environmental remediation or litigation Assess safety record and identify safety risks Identify safety awareness and unsafe practices ID crucial additional data required to confirm key issues Desired End Product Written summary of overall findings including Environmental permits and audits Environmental management system Safety record and audits Safety management program Materiality Threshhold: $5MM Deadlines : Preliminary Assessment: 5pm, 8/14 Full Report: 8/31 Data room contents (See Data Room Index) 2.1, 2.2, 3.5, 6.8, 8.2-4 Download the entire document at: www.gazhoo.com

Evaluate risks and potential mitigation costs associated with current and past environmental and safety practices.

Identify risks and potential for significant environmental remediation or litigation

Assess safety record and identify safety risks

Identify safety awareness and unsafe practices

ID crucial additional data required to confirm key issues

Written summary of overall findings including

Environmental permits and audits

Environmental management system

Safety record and audits

Safety management program

2.1, 2.2, 3.5, 6.8, 8.2-4

M&A Workbench manages due diligence data flow and tracks the process. Provides a central repository for all project deliverables and templates Can be used by all M&A Team members (Clientco. and external advisors) and accessed from multiple geographies via internet Summarizes status of all issues and activities for project managers and teams Appropriate for the entire process: due diligence, pre-merger planning and post-merger integration M&A Workbench Download the entire document at: www.gazhoo.com

Provides a central repository for all project deliverables and templates

Can be used by all M&A Team members (Clientco. and external advisors) and accessed from multiple geographies via internet

Summarizes status of all issues and activities for project managers and teams

Appropriate for the entire process: due diligence, pre-merger planning and post-merger integration