Hall, Booth, Smith & Slover, P.C. offers comprehensive transaction advisory services, focusing on a value-centric methodology that integrates multiple disciplines, including due diligence, tax planning, and risk management. Their approach aims to enhance profitability through targeted integration and practical solutions tailored to client needs. The firm emphasizes a multidisciplinary strategy that streamlines transaction processes while providing ongoing support for effective implementation.

1. HALL, BOOTH, SMITH & SLOVER, P.C. 191 Peachtree Street N.E., Suite 2900 Atlanta, GA 30303 TRANSACTION ADVISORY SERVICES Paul M. Spizzirri, Esq., J.D., LL.M., M.B.A., M.A.F.M. James Standard, Esq.

2. INTERGRATED APPROACH Integrated, multidisciplinary, experienced partner/associate team Comprehensive value-based approach Risk/exposure identification coupled with proactive planning solutions to manage these risks Practical “Real-world” solutions to impact your business’s bottom line Complete implementation support - We don’t just propose solutions, we support their effective implementation and integration to ensure success

3. Transaction Services Methodology Why Utilize a Value Centric Methodology ? Our process is client value driven Comprehensive multidisciplinary approach to due diligence and structuring services that consider every material aspect of a transaction including considerations in the areas of tax, corporate law, employment and labor issues, environmental law, real estate and intellectual property considerations, and litigation assessment services. We strive to enhance teaming between your company and the Firm Our process accelerates the pace of target integration resulting in increased profitability from recognized synergies

4. Transaction Services Methodology Why Utilize a Value Centric Methodology ? Experienced project management professionals identify profit opportunities during the due diligence process and post-acquisition integration implementation Our process manages identified risk in order to mitigate against, or even eliminate, the potential exposure inherent in that identified risk Recognized economies of a multidisciplinary service provider coupled with our acquired education and experience ensure a decisive competitive advantage throughout the entire transaction process

5. Identification Integration Implementation Negotiation Structuring Orchestrate Post-Acquisition Integration Optimize Integration Strategies Value Optimization Opportunity Identification Opportunity Selection Due Diligence Corporate Due Diligence Tax Due Diligence Financial Due Diligence Intellectual Property Due Diligence Foreign and Domestic Tax Structuring State and Local Tax Structuring Real Estate and Property Due Diligence Environmental Due Diligence Valuation Services Employee Compensation Benefits Comprehensive Business Integration Review Propose Continuing Value Added Integration Services Wescott Corporate Services Identify Integration Opportunities Synergistic Business Integration Divestiture Considerations Strategic Planning Evaluate Business Expansion Opportunities Target Identification Proposed Structuring Letter of Intent Monitor Integration Evaluate Transaction Economics Business Deal Negotiation Structural Modeling Complete Purchase Agreement Evaluate Tax Incentives Tax and Accounting Services Litigation Due Diligence Value Centric Transaction Process VALUE Securities Regulation Material Contracts Review Business Regulation Due Diligence Employment and Labor Laws Due Diligence Federal, State and Local Tax Planning Tax Attribute Planning Publicity Management Public Affairs Management LLC Investment Banking Confirm Synergies

6. Pre-Acquisition Planning Structuring and tax planning for mergers and acquisitions Identification of employment and labor exposures Identification of environmental exposures Selection of the appropriate entity for business interests Identify pension and employment benefit plans structuring issues Publicity management Marketing and brand protection strategies Identification of litigation exposures Identification of intellectual property exposures Estate and related planning for individual business interests of key owners Identification of special industry issues that may affect the transaction Evaluate legal, political and regulatory environment Formulate Strategic Alliances

7. Identification of Tax Exposures Read and evaluate international, federal, state and local tax returns Identify tax issues surrounding the entity, timing of income and deductions, character of items, and jurisdictional issues Review tax and financial work papers Determine the effectiveness of the Company’s tax systems and identify issues surrounding their integration Evaluate special industry issues impacting the transaction Consider employment, labor and human capital issues Draft purchase agreements and interrelated documents

8. S Corporations Read S corporation election (Form 2553), articles of incorporation, bylaws, and other relevant documents relating to the S corporation qualification of the company Review S corporation eligibility requirements and compliance requirements under potential tax laws Inquire about state procedures for the election of S corporation status Investigate and facts and circumstances that potentially threaten the termination of the S corporation election including the existence of a second class of stock that legal status of each shareholder and historical pattern of distributions Consider the federal and state income application of the built-in gains tax

9. STATE AND LOCAL TAXATION National Practice Coverage Our litigation experiences tempers proposed tax planning strategies to avoid potential problems We have extensive practical SALT planning experience with state taxes including sales/use tax, leasing tax, corporate/individual income tax, franchise tax, gross receipt tax, transaction tax, privilege, excise tax and intangible tax in all 50 states Multi state unclaimed property (excheat) law expertise We conduct Nexus studies based upon real world experience dealing directly with government officials

10. Structuring Tax Considerations We incorporate our dynamic and extensive litigation experience into our tax planning strategies We evaluate and present our clients with viable taxable, tax-deferred and tax-free alternatives to transaction structuring We model the benefits and opportunities associated with various tax structures to better inform your strategic decision process We support appropriate entity selection, including corporations, partnerships, LLCs and business trusts based on considerations in addition to federal, state and local taxation, such as limitations of liability, asset protection strategies, flexibility to accommodate business change and acceptance by your lenders and investors We consider appropriate international, federal, state, and local laws

11. Examples of Transaction Services Capital structures Tax-free reorganizations Tax-free spin-offs Debt-equity issues Transaction impact on tax attributes Transaction tax minimization Organizational and transactional restructuring Venture capital transactions including utilization of convertible debts, different classes of preferred stock or partnership interests Exit strategies

12. TAX CONTROVERSIES We can represent corporate clients in every aspect of a tax controversy from the initiation of the action through it’s final completion Advice concerning audits, appeals and collections Refund claims Compliance reviews Broad attorney-client privilege protects against the unexpected compelled production of documented advice to government officials

13. Corporate Due Diligence Review entity formation and qualification to do business in each jurisdiction Review corporate proceedings and capital stock transactions Evaluate management and employee matters Review material contract and other agreements Review and evaluate real estate, tangible personal property and intangible property rights Evaluate status of pending and threatened litigation Evaluate the regulatory environment surrounding the business including compliance with regulatory laws Confirm and evaluate insurance coverage Consider environmental matters Evaluate potential business restrictions Review credit agreements, loan agreements, indentures, loans and guarantees of third party obligations

14. Management and Employees Labor and union considerations Review non-competition agreements Review material confidentiality, non-disclosure, assignment of invention and similar agreements Review employee stock option plans or other stock option or employee bonus or incentive plans Review employee benefit plans Review employment agreements Consider employment and labor laws

15. Formation and Qualification Confirm effective formation of entities under State laws and compliance with continuing qualification requirements of these laws Confirm foreign qualification filings in each jurisdiction where the company is engaged in business Confirm good standing of tax certificates and licenses to engage in business from the state of corporation and each state where the company engages in business Review Articles and bylaws, membership agreements, partnership agreements and other relevant governing instruments and consider whether any issues exist or may arise in connection with the transaction Confirm compliance with federal and state securities laws

16. Employee Benefits We assist clients with respect to: -Creation, administration and termination of qualified retirement plans, including pension, profit sharing, stock bonus, Section 401(K), tax shelter annuity and employee stock ownership plans -Welfare benefit plans, cafeteria plans, insured and uninsured fringe benefit programs -ERISA compliance, rules regarding multi-employer pension plans and withdrawal liability -Employment contract negotiations -Design, structure and implement stock compensation plans, golden parachute arrangements, executive retirement programs, deferred compensation arrangements, and incentive compensation arrangements

17. Property Rights Review status of patent, trademark, copyright, trade secret, and other intangible assets Review real and personal property leases, subleases and assignments Review real and personal property insurance policies Evaluate and consider the nature of any shareholder intangible property rights and value these rights if appropriate Review mortgages and deeds Review security agreements and financing statements Review easements and covenants associated with real property rights

18. LITIGATION ASSESSMENT Consider threatened and pending litigation, legal claims and any other material threatened or pending litigation exposures Review consent decrees, settlement agreements and injunctions Review pleadings from all recent litigation, whether settled or pending Review material legal correspondence with advisors Risk management evaluation

19. BUSINESS REGULATION Review government licenses, permits and consents Review relevant citations and notices received from governmental agencies Evaluate pending investigations and consider potential future governmental proceedings Review reports to and correspondence with governmental agencies Evaluate any materials related to any suspended or revoked government permits and licenses

20. REAL ESTATE TRANSACTIONS Special experience representing real estate investors and developers in connection with the acquisition and development of both residential and commercial properties low or moderate income housing historically rehabilitated properties tax-free like-kind exchanges installment sale transactions - real estate investment trusts (REITS)

21. HEALTHCARE TRANSACTIONS Tax planning and implementation of cooperative ventures and strategic alliances between diverse providers and financing entities Physician practice acquisitions Organization of management service organizations Hospital organizations Enhanced integration of healthcare delivery structures

22. Post-Acquisition Business Integration Perform compliance reporting, including income tax returns, tax exemptions certificates, and tax election statements Process integration and enhancement to ensure recognition of synergies Consider FAS 109 implications Consider federal, state and local laws Consider lobbying and public affairs management opportunities Monitor business integration

23. Recommendations and Deliverables Produce practical value-based reports and memorandums concerning exposure areas, recommended structure, and modeling of results Draft acquisition documents and make indemnification, escrow, representation, and warranty recommendations based upon the results of comprehensive due diligence Determine whether a tax opinion may be necessary

24. VALUE We strive to continuously provide client value Methodology + Knowledge + Experience = Value added Results We are more educated and experienced while billing out at lower rates than traditional due diligence and structuring consultants Our broader scope of due diligence, structuring and integration services delivers results with recognized economies enhancing value Rather than retaining numerous firms unnecessarily duplicating efforts, we resolve numerous issues within one firm of diversified professionals

25. HALL, BOOTH, SMITH & SLOVER, P.C. 191 Peachtree Street N.E., Suite 2900 Atlanta, GA 30303 TRANSACTION ADVISORY SERVICES Paul M. Spizzirri, Esq., LL.M., M.B.A., M.A.F.M. James Standard, Esq.