The presentation discussed recapitalization and liquidity options for privately held companies. It began with introductions of the presenters Eric Mattson of Excellere Partners and Dave Straub of Delaware Trust Company. It then provided an overview of recapitalization, noting that it allows business owners to gain liquidity while maintaining ownership and control. It illustrated this with an example transaction structure. The presentation discussed when a recapitalization makes sense and highlighted a case study of MedExpress Urgent Care, which grew from 7 clinics to 48 clinics through a partnership with Excellere that involved both organic expansion and acquisitions. It emphasized the importance of selecting the right private equity partner.

1. November 15, 2016
Recapitalization and Liquidity:
Growth Options for Privately Held
Companies
Hosted By:
Delaware Trust
Presented By:
Eric Mattson, principal, Excellere Partners
David Straub, director of business development, Delaware Trust

2. Page 1
Meet the Presenters
Eric Mattson Dave Straub
Principal
Excellere Partners
emattson@excellerepartners.com
303-765-2371
Director Business Development
Delaware Trust Company
dstraub@delawaretrust.com
302-636-5866 484-904-5750

3. Page 2
Boutique provider of customizable services with an expert team of
attorneys, CPA, and finance professionals ready to assist with
your most important transactions
Private equity networking
Corporate trust and agency
Escrow agent
Collateral agent
Qualified custodial agent
Independent director services
Special purpose vehicle services
DelawareTrust.com
About Delaware Trust
Clients:
Corporations
Law firms
Investors
Private equity firms

4. Recapitalization Overview

5. 4
The Business Owner Challenge
Company
Contemplations
Owner
Contemplations
 Many entrepreneurs reach a stage in the lifecycle of their business where the company has achieved
consistently strong growth and still has opportunities to grow through organic initiatives and acquisitions,
however they are concerned about the potential conflict between the concentration of their wealth and on-
going investment in the business.

6. 5
The Business Owner Challenge
Owner
Contemplations
Company
Contemplations

7. 6
Business Owner Liquidity Options

8. 7
Traditional Entrepreneur Liquidity Options
100% Sale
Public
Offering
ESOP
Minority
Investment
 Pros: Yields the highest amount of cash
at closing; potential to “walk away”
 Cons: Complete loss of control; does not
offer participation in future value of the
business
 Pros: Maintain a majority stake
 Cons: High cost of capital (low
valuation); investors may demand
control that doesn’t align with
ownership
 Pros: Liquidity with tax benefits
 Cons: Debt; potential guarantees;
administrative costs; doesn’t solve
management transition and funding
for growth
 Pros: Could provide an attractive
valuation
 Cons: Lack of liquidity (extended
period before realization and low
trading volume); public reporting
requirements;

9. 8
Recapitalization Introduction
Partnership: The business owner(s) gain a strategic and financial
partner that can provide the capital and resources to accelerate the
company’s growth and value creation
Up Front Consideration:The owner(s) receive a
substantial amount of immediate liquidity in the form of cash at closing
Ownership:The owner(s) continue to own a significant /
meaningful stake in their company
Operations:Management / owner(s) maintain responsibility to
operate and manage the company, build its legacy and care for its
employees
Second Bite of the Apple:The owner(s) and
management participate in the growth and value created through equity
ownership

10. 9
Entrepreneur Lifecycle and Recapitalizations

11. 10
Entrepreneur Lifecycle and Recapitalizations

12. 11
When A Recapitalization (“Recap”) Makes Sense
Characteristics
of a Recap
Successful
business with
a proven track
record
Owners that
are not ready
to retire
Strong market
position in a
scalable sector
Established
customer
relationships
Proven
management
team
Financial and
strategic
partner
Strategic
organic &
acquisition
growth

13. 12
Summary of Liquidity Options
Liquidity   ? 
Continued Ownership / Upside     
Operating Control     
Funding for Growth Initiatives ? ? ? ? 
Administrative Ease   ? 
Retain Culture  ? ?   
RecapHold Total Sale IPO ESOP MinorityOwner’s Objectives

14. 13
Recapitalization Overview

15. 14
Recapitalization Illustrative Example
 The recapitalization is funded through cash equity from a private equity sponsor, rollover of a portion of Seller’s existing
equity into the recapitalized company (“Rollover Stock”) and debt.
 The cash proceeds at the time of the recapitalization represent the “first bite of the apple” while the appreciation of the
Rollover Stock realized through the liquidity event following the partnership with Excellere, represents the “second bite of
the apple,” which often exceeds the cash received initially.
 Below is an example of a structure in which the owner reinvests 20% of the proceeds to retain a 40% equity stake.
Pre Close Post Close Comment
Enterprise Value $100 $100 Driven by: EBITDA, growth and capital requirements
Debt $0 $50 Moderate leverage (50% of capital structure)
Excellere Cash Equity 0 $30 60% ownership (non-diluted)
Cash Proceeds to Seller $0 $80 80% of value realized by Sellers at close
Seller Equity / Rollover Stock $100 $20 With moderate leverage, 20% of value results in 40%
ownership in NewCo.
Total Consideration to Seller at
Close
$100 $80 Excludes value potential of Rollover Stock
Potential Future Value of Rollover $0 $110 The “second bite of the apple”
Total Potential Value $100 $190 Value from cash upfront and rollover stock

16. 15
Excellere Buy and Build Strategy
• Macro economic
trends
• Demographics
• Regulatory
environment
• Differentiated
product/service
• Unique growth
culture
• Niche Focus
• Agile market
presence
• New geographies
• New delivery
approaches
• New products,
services &
capabilities
• Cross selling
• Efficiency
opportunities
• Accelerate
organic growth
objectives
• Economies of
scale and scope
• Organizational
synergies
• Regional or
national
leadership
Excellere designed its Value
Creation Process to accelerate
organic growth and pursue
strategic acquisitions – target 3-5x
growth in 3 years.

17. 16
Recapitalization Summary
Cash Consideration
Rollover Stock
Incremental Capital
Allocation
Incentive Stock
Operating Control /
Governance
Portion of upfront purchase
price Sellers receive in cash
Portion of upfront purchase
price in the form of stock in
NewCo
Additional capital allocated to
support organic and
acquisition growth strategy
Additional equity in NewCo
awarded to incent Sellers and
employees
Management operates the
business and is represented on
the board with rollover investors
Rewards Sellers for historical value created
Provides ~80% of enterprise value in cash to sellers at close
Allays Seller concerns regarding risk / reward of growth investments
Significant participation in future value creation
Aligns Seller and Sponsor’s interests in success of the business
Seller continues to be and owner
Certainty that capital will not constrain growth
Allows for ambitious growth goals to be established and achieved
Ensures appropriate capital structure throughout the investment lifecycle
Additional value creation opportunity for Sellers
Wealth creation opportunity for management and employees
Aligns interests of sponsor, management and employees as owners
Provides leadership continuity for business
Ensures management voice is heard at the board level
Reinforces existing culture and principles that have led to past success

18. 17
Keys to a Successful Recapitalization

19. 18
Case Study: MedExpress Urgent Care
The foregoing presentation is provided solely to assist the owner(s) of the company in understanding the purposes and characteristics of a recapitalization and the Incentive Stock Plan. Excellere expressly disclaims
any and all express or implied warranties contained in the foregoing presentation with regard to the company’s future performance or the potential return on the Rollover Stock and Incentive Stock. Any statements
and calculations of future value of the Rollover and Incentive Stock were provided for example purposes only. Nothing in this presentation should be relied upon as a promise or representation, whether as to the past
or the future value of the Rollover Stock and Incentive Stock or any other security of the company. Without limiting the generality of the foregoing disclaimer, all estimates, examples, projections and other “forward
looking” materials contained herein, or otherwise made available to the Investor, involve significant elements of subjective judgment and analysis, that may or may not be correct.

20. 19
MedExpress Situation Overview
 A pioneering provider of urgent care services founded in 2001
 Founded by four physicians in Morgantown, WV
 Attractive business model and strong value proposition – providing access and
affordability
 Profitable unit-level economics with proven de-novo (new location) model
 Seven locations and 200 employees at the time of introduction to Excellere
 Compelling vision to expand nationally but lacked strategic and financial resources
to execute and accelerate their growth plan
“As entrepreneurs, we were successful in “bootstrapping” growth during the early years. However…we realized that we did not have
the tools necessary to fulfill the potential we knew existed for the business. MedExpress had hit an inflection point and required greater
infrastructure, scalability and access to capital to meet the growing demand for its services. In addition, having supported the business
for six years, we wanted to limit our individual risk and diversify our net worth.”
- Dr. Frank Alderman, Co-Founder and CEO MedExpress Urgent Care

21. 20
Excellere Value Creation Process
Case Study – MedExpress Urgent Care
Corporate Overview
Financial Profile
 Seven clinics operating in
two states (WV, PA)
 ~200 employees
 $14 mm of TTM revenue
 160,000 annual patient
visits
Corporate Overview
 48 clinics operating in four
states (WV, PA, CO, FL)
 ~1,400 employees
 $140 mm of TTM revenue
 1.2 mm annual patient visits
Foundation Organic Growth Acquisitions
 Completed and
integrated five
acquisitions
 Added 19 centers
in two new states
 Combined best
practices across
both the platform
and add-ons
 Developed an
integration team /
core competency
 Created a
standardized De
Novo process
 Opened 22 new
centers within 3
years of closing
 Organic revenue
growth of >30%
annually
 Invested > $7 mm
in corporate
infrastructure
 Enhanced payor
contracting, IT,
marketing, and
operations
CASE STUDY SUMMARY
 The company had developed a truly unique model, which
delivered a strong value proposition to patients and payors
 With Excellere’s assistance, MedExpress built a strong
foundation (leadership, process and systems) to more
rapidly scale their “secret sauce,” as well as transport this
unique model successfully to build de novo clinics and enter
new markets through acquisition
10x Revenue and 7x
Ebitda Growth
Expanded Footprint
to Four States
Built a Leverageable
Model for National
Expansion
Industry Leadership

22. 21
Finding the Right Partner
“Private equity, like anything else, has people who do things the right way
and the wrong way. The burden of selecting the right partner ultimately
falls on the shoulders of the entrepreneur . . . Our partnership was one of
great success, and looking back, it wasn’t the end of the Company we had
built – it was really the beginning.”
- Dr. Frank Alderman, Co-Founder and CEO MedExpress Urgent Care

23. November 15, 2016
Thank You!
Q&A
Eric Mattson Dave Straub
Principal
Excellere Partners
emattson@excellerepartners.com
303-765-2371
Director Business Development
Delaware Trust Company
dstraub@delawaretrust.com
302-636-5866 484-904-5750