INFORMATION MEMORANDUM

Sample Date 20XX

SAMPLECOMPANY

2

DISCLAIMER

This Memorandum has been prepared by AdvisorCo in relation to the proposed opportunity in TopCo.

The company is a cosmetic surgery practice located in SomeCity.

The delivery of this Memorandum does not constitute an offer in any jurisdiction to any person to whom

such an offer would be unlawful in such jurisdiction. We have not authorized any person to provide any

information or to make any representations except to the extent contained in this Memorandum. If any

such representations are given or made, such information and representations must not be relied upon

as having been authorized by us. This Memorandum is not an offer to sell or subscribe, nor is it seeking

an offer to buy shares, in any jurisdiction where the offer or sale is not permitted.

Prior to making any investment decision, you should determine, without reliance upon Viper, the

economic risks and merits, as well as the status of legal, tax and accounting matters pertaining to the

Company and determine whether the high-risk nature of any investment is acceptable to you. This

document contains forward-looking statements and financial and other projections that are subject to

risk and uncertainty that could cause the actual results to differ from those projected, including but not

limited to price fluctuations, environmental risks, physical risks, legislative and regulatory changes,

political risks, project delay or advancement, ability to meet additional funding requirements, factors

relating to title to properties, native title, dependence on key personnel, approvals and cost estimates.

By accepting this Memorandum, the recipient agrees to keep confidential the information contained

herein whether pursuant to any confidentiality agreement executed by the recipient or otherwise. By

accepting this Memorandum, the recipient acknowledges and agrees that: 1) Viper will not be subject to

any liability based on the information contained in the Presentation, errors therein or omissions

therefrom, whether or not Viper knew or should have known of any such errors or omissions, or was

responsible for or participated in its inclusion in or omission from this document; 2) the recipient will not

copy, reproduce or distribute to any third party this Memorandum in whole or in part; and 3) any

proposed actions by the recipient which are inconsistent in any manner with the foregoing will require

the prior written consent of Viper.

3

CONTENTS 1. Introduction ............................................................................................................................................. 4

2. Business Information ............................................................................................................................... 4

2.1. Milestones ......................................................................................................................................... 5

2.2. Products and Services ....................................................................................................................... 6

2.3. Competitive Advantages ................................................................................................................... 7

3. Market Context – Plastic Surgeons in the U.S. ......................................................................................... 8

3.1. Industry Snapshot ............................................................................................................................. 8

3.2. Products and Services ....................................................................................................................... 9

3.3. Demand Determinants .................................................................................................................... 10

3.4. Competitive Landscape ................................................................................................................... 11

3.4.1. Major Markets.......................................................................................................................... 11

3.4.2. Market Share Concentration .................................................................................................... 12

3.4.3. Basis of Competition ................................................................................................................ 13

3.5. Local Market and Competition Analysis.......................................................................................... 14

3.5.1. Some County, NY ...................................................................................................................... 14

3.6. Cost Structure Benchmarks ............................................................................................................. 15

3.7. Key Success Factors ......................................................................................................................... 16

4. Management and Team ......................................................................................................................... 17

5. Opportunity ............................................................................................................................................ 18

6. Financials ................................................................................................................................................ 19

7. Conclusion .............................................................................................................................................. 20

4

1. INTRODUCTION SomeDoctor is a celebrity double board certified cosmetic surgeon renowned worldwide as an authority

in the field. His practice includes two office locations in SomeCity, NY and Montvale, NJ; both in proximity

to each other.

Over the last 20 years as a highly experienced surgeon, SomeDoctor has performed more than 10,000

surgeries for his patients and yet his desire to constantly improve and learn new techniques and

procedures continues to this day. One of SomeDoctor’s advantages is that he always stays on the cutting

edge of new technology, which is important in this highly competitive industry. His expertise is at such an

advanced level that he not only performs various injectables procedures and breast implants but is an

actual appointed trainer to other surgeons in such procedures. Furthermore, as a true expert in his field,

SomeDoctor’s valued professional opinion is highly sought after by the media where he has made

numerous appearances on both national television and print media. SomeDoctor has a team of 10 who

help ensure the business operates smoothly.

The business has produced strong results from 2016-2017 with total gross profit figures increasing from

$XX million to $XX million — representing a 20% increase. Adjusted EBITDA margins in the same time

frame increased a robust XX% YoY; a very strong result for a practice that has been in business for over 30

years.

SomeDoctor is now seeking a full sale of his business while continuing as the Practice’s Chief Medical

Officer.

2. BUSINESS INFORMATION The Practice is comprised of two separate legal entities, “XYZ MD PC” which is an S-Corp and “ABC, LLC”

which is registered as a New York Public Health Law Article 28 Ambulatory Surgery Center. The office is

located at SomeAddress and the hours are Monday through Friday from 9am to 5pm (by appointments,

which can be made by phone). The building where the office is housed is owned by “DEF LLC” which is an

entity wholly owned by SomeDoctor.

The location houses a MedSpa to treat cellulite, wrinkles, stretch marks, problem fat areas, and much

more. Additionally, SomeCompanyB pays rent to operate a vascular surgery group that functions within

the location’s surgery center. All procedures, both surgical and non-surgical, can be performed under one

roof.

Zoomed out view of the location Zoomed in view of the location

XYZ MD PC

XYZ MD PC

5

Exterior of the location Some Doctors office

The total size of the location is 10,000 square feet. For reference, the Practice is location approximately

XX miles from Manhattan, NY. The practice’s website is: https://SomeWebsite and its homepage is shown

below:

2.1. MILESTONES SomeDoctor’s practice has had several notable milestones as follows:

2018 marks the 30th year in practice

Recently progressed from a single specialty to a multi-disciplinary practice for the surgery center

2016 and 2017 – SomeDoctor was awarded the Castle Connolly Top Doctors Award, a very well reputed and trusted source for identifying the top doctors in the U.S.1

1 Castle Connolly Nomination Process: All licensed physicians, MDs and DOs (Doctor of Osteopathic Medicine) are invited to participate in this

online process, which is found at www.castleconnolly.com/nominations. This involves contacting directly more than 50,000 physicians and hospital and healthcare executives, a nationwide distribution of nomination notifications via various media channels.

6

2.2. PRODUCTS AND SERVICES SomeDoctor’s practice offers patients a number of surgical and non-surgical procedures for the body,

breasts, and face. The specific services offered are as follows:

BODY BREAST

Brachioplasty Breast Augmentation

Brazilian Butt Lift Breast Augmentation with lift

Labiaplasty Breast Reconstruction

Liposuction Breast Reduction

Medial Thigh Lift

Mommy Makeover

Puregraft Fat Transfer

Vein and Vascular Treatments

Tripollar

Breast Lift

SomeTechnique Breast Implants

Gynecomastia

FACE CoolSculpting | Dual CoolSculpting

Blepharoplasty MedSpa Services

Chin Surgery

Face Lift

Laser Resurfacing

Lip Enhancement

Neck Lift

Rhinoplasty

Injectables: Belotero, Botox, Dermapen, Dysport, Juvederm, Radiesse, Restalyne, Revanesse Versa, Voluma, Xeomin

SomeDoctor stays on the cutting edge of modern techniques and technology — most notably with his

expertise in “SomeTechnique” breast implants. SomeTechnique implants are the fifth generation in

silicone breast implants and are changing the way breast enhancements look and feel in the best possible

way. Their unique feel comes from a high-strength, form-stable silicone gel that is the most cohesive ever

made available. SomeDoctor trained in SomeCountry on the intricacies of using SomeTechnique implants

for breast augmentation and is recognized as a leading expert in SomeTechnique breast implants in

SomeCity, NY. Due to his talent and knowledge in this new type of implant, he was selected by the

creators of SomeTechniques to train other plastic surgeons all across the country.

Lastly, a variety of noninvasive services — including TriPollar and Coolsculpting — are performed at the

practice’s MedSpa.

7

2.3. COMPETITIVE ADVANTAGES SomeDoctor has built a practice that has several competitive advantages that well-positions it to continue

its ongoing success.

Location and Office – Based approximately XX miles from Manhattan in SomeCity, NY, the practice is well

situated in Some County — where the population has an above-average median annual per capita and

household income relative to the state and the country.

The office is essentially a “one-stop-shop” with a state-certified surgery room, office, and MedSpa all

under one roof. This is uncommon in most practices, which typically have multiple locations for different

procedures/patient objectives. The one-stop-shop approach is a great convenience benefit to all patients

and prospective patients.

SomeDoctor’s office is also the only area practice that has 2 CoolSculpting machines which, when used

simultaneously, reduces procedure time by 50%.

Expertise – SomeDoctor is a double board certified plastic surgeon with experience spanning three

decades and thousands of successful surgeries specializing in breast and body procedures. His

numerous professional certifications, awards, and associations are outlined in Section 4 of this

document. Being at the forefront of the popular SomeTechnique breast implant procedure in the U.S.,

SomeDoctor is one of only four surgeons in the U.S. that SomeIndustryCo has appointed to provide

training for the procedure. Additionally, he also trains other surgeons to perform procedures that use

Dysport (wrinkle treatment), Perlane, and Radiesse (dermal fillers).

Oftentimes, patients who are unhappy with prior procedures performed by other plastic surgeons come

to SomeDoctor to “revise” these prior procedures.

Reputation – SomeDoctor’s practice has a very good reputation, with 24 reviews at an average of 4.5/5.0

stars on Yelp and 17 reviews at an average of 4.8 stars on Google Maps.

Staff – Many doctors’ and cosmetic surgeons’ practices suffer from non-responsive office staff when it

comes to taking care of patients and potential patient’s scheduling and appointment needs.

SomeDoctor’s staff of 10 is a true strength of his practice. This is evidenced by the numerous testimonials

on Yelp and Google Maps that not only praised SomeDoctor for expertly performing procedures but also

praised the welcoming, knowledgeable, and friendly staff.

8

3. MARKET CONTEXT – PLASTIC SURGEONS IN THE U.S.

3.1. INDUSTRY SNAPSHOT This industry provides medical techniques intended to enhance the physical appearance for cosmetic or reconstructive purposes. Companies consist of medical specialist clinics where licensed professional doctors perform surgical and non-surgical procedures.

9

3.2. PRODUCTS AND SERVICES

The Plastic Surgeons industry provides products and services in two broad segments: surgical and nonsurgical procedures. . Injectables Laser hair removal

10

Microdermabrasion . Chemical peels Breast augmentations and reductions Liposuction and other surgeries

3.3. DEMAND DETERMINANTS Demand for the Plastic Surgeons Industry hinges on several key factors. Demographics

11

External competition Technological change .

3.4. COMPETITIVE LANDSCAPE

3.4.1. MAJOR MARKETS

Based on data from the American Society for Aesthetic Plastic Surgery (ASAPS), Americans aged 35 to 50

make up the largest market for the Plastic Surgeons Industry.

Patients 18 years old and younger

12

Patients ages 19 to 34

Patients ages 35 to 50

Patients ages 51 to 64

Patients 65 years old and over

3.4.2. MARKET SHARE CONCENTRATION

13

3.4.3. BASIS OF COMPETITION

Internal competition

External competition

14

3.5. LOCAL MARKET AND COMPETITION ANALYSIS

3.5.1. SOME COUNTY, NY New York state accounts for 7.8% of industry establishments, with the state population accounting for 6%

of the total estimated 2017 U.S. population.

SomeWebsite.com states that Some County, NY has a population of 326,780 (2016), and an annual median

household income of $XXX (2016) vs. the New York state median household income of $XXX. The median

per capita income is $XXX vs $XXX2 for New York state. Some County has a population density of 1,876

people per square mile, which is considered “very high”.3

Yelp lists 40 “cosmetic surgeons” in SomeCity and the surrounding area as shown in the map below.4

According to SomeResearchSite, the average cosmetic surgery business in the New York/Northern New

Jersey/Long Island region has annual revenue of $XXX million — which is on par with both New York State

($XXX million) and the U.S. ($XXX million). The national median is $XXX.

Business/Geography Value

SomeDoctor (2017) $ XXX

New York-Northern New Jersey-Long Island $ XXX

New York $ XXX

United States $ XXX

National Median $ XXX

Reference USA lists an industry mean revenue amount of $XXX million and a median revenue amount of

$XXX for the SomeCity and its vicinity (a 15-mile radius).5

2 SomeSite.gov 3 SomeResearchSite.com 4 Not all 40 practices are shown due to Yelp map limitations. However, the ones shown are the first 10 search results.

5 SomeResearchSite2.com

XYZ MD PC

15

3.6. COST STRUCTURE BENCHMARKS

Average Cost Structure in the Industry (% of revenue)

16

3.7. KEY SUCCESS FACTORS According to SomeResearchSite3, the most important success factors for this industry are:

17

4. MANAGEMENT AND TEAM SomeDoctor

In addition to being a double board certified cosmetic surgeon,

SomeDoctor is a distinguished author with numerous

publications on plastic surgery including peer-reviewed medical

articles, books, and textbooks. Highly respected by his clients

and the plastic surgery community, SomeDoctor's expertise has

won him the trust of the thousands of patients whom have

visited his practices in New York and New Jersey since 1988.

With more than 26 years of experience specializing in breast and

body procedures, SomeDoctor is recognized as one of the most

experienced plastic surgeons in his field. Always looking to

improve his technique, he recently traveled to SomeCountry to

be trained by SomeIndustryCo, the creators of the popular SomeTechnique breast implants, on advanced

procedures and best practices for implementing silicone breast implants.

His expertise and thousands of successful surgeries have brought him the honor of being appointed by

SomeIndustryCo to train other doctors in the United States. Due to his renown, SomeDoctor has

performed cosmetic surgery on numerous movie and television stars. He is frequently sought after by

mainstream media outlets and programs for his expert opinion, including Fox News, Good Morning

America, The View, The Doctors, and the Real Housewives of New Jersey.

A native of Some County, having grown up in SomeCity, NY, SomeDoctor graduated from Some High

School in 1983. He went on to finish at the very top of his class at Some Medical School. Afterwards he

completed five years of general surgery at Some University Hospital and became board certified in general

surgery.

Additionally, he is board certified in plastic and reconstructive surgery and was elected President of the

Some County Medical Society where he served from yyy - zzz. In 1994, SomeDoctor opened a surgical

facility with an operating room and MedSpa where his practice remains today.

SomeDoctor currently lives in Bergen County with his wife and their five children. In his downtime, he

enjoys golfing, traveling, exercising, and spending quality time with his family.

18

Additional Team

The following team members round out SomeDoctor’s practice to ensure optimal customer service and a

superior overall patient experience.

Office Manager – The Office Manager acts as the point person for cosmetic patients, coordinates

appointments and sales/consultations, and books surgeries.

Secretaries (2) – Each of the two secretaries are responsible for answering the telephone, scheduling

appointments, explanation of services, booking consults, and sales

Medical Assistants (2) – Medical Assistants see the patients alongside the doctor as well as assist with

both surgical and non-surgical procedures

Head Nurse – The Head Nurse is responsible for cooperating the surgery center, ensuring the practice is

compliant with all state regulations, oversees medical safety, and supervises other staff members

Per Diem Nurses (3) – Per Diem Nurses perform routine nursing tasks in the operating room and in the

recovery room.

Billing/Administrator – The Billing/Administrator is responsible for accounting, billing, and record keeping.

5. OPPORTUNITY Capacity – There are currently 4 surgeons who use the center. SomeDoctor performed 700 surgeries in

2017 and is projecting 800-850 surgeries during 2018 with the addition of 2 more surgeons.

Marketing – SomeDoctor has traditionally focused on what he loves the most – performing surgeries to

help patients realize their dreams. As such, the creation and execution of a comprehensive marketing

and advertising campaign remains a great opportunity for a new owner to attract new patients to the

practice as well as follow up with existing patients.

Continuation – SomeDoctor will continue on with the practice as the Chief Medical Officer. This will

ensure that existing and past patients will remain with the practice.

Location/Geography – The current administration’s proposed infrastructure plan includes the

construction of a new tunnel that will provide transportation from New York/New Jersey (where the

practice area is) directly into Midtown. Once completed, this train route will make access to the practice

even easier for all residents of Manhattan. This accessibility, combined with an effective marketing

campaign, will create a whole new avenue of business.

19

6. FINANCIALS The following table is the practice’s consolidated historical P&L performance with discretionary add back

items shown:

6Note that SomeDoctor’s practice is split into two entities, however, it is one practice under the same

roof. For clarity, the MDPC entity is where non-surgical procedures, office consultations, and

appointments are booked and the SomeCompany is where surgical procedures are booked.

The added back items shown in the consolidated P&L are comprised of travel and entertainment, D&A,

interest, taxes, mortgage, automobile service, and Associate payroll expense. The Associate payroll

expense was related to an Associate that is no longer with the practice. Each of the other added back

items are typically standard items that are commonly added back as an incoming buyer may choose not

to continue them or have an alternative way of treating them. Therefore, Adjusted EBITDA calculations

are made to provide a clearer view of the business from the perspective of a new owner.

The above table shows the combined revenue increase from approximately $XX million in 2016 to $XX

million in 2017 representing a 17% increase YoY. This was primarily driven by a 57% increase in surgical

procedures performed by SomeDoctor in 2017. Adjusted EBITDA also increased 57% from $XX million in

2016 to $XX million in 2017 while the adjusted EBITDA margin increased from 30% to 40% YoY.

A list of several of the top expenses as a percentage of sales under each entity are shown below:

6 Revenues in 2016 for SomeCompany are estimated and are awaiting confirmation from SomeDoctor's CPA.

XYZ MD PC

ABC, LLC XYZ MD PC

ABC, LLC

20

While expenses as a percentage of sales at MDPC remained steady, expenses as a percentage of sales

greatly decreased at the SomeCompany as SomeDoctor performed a much higher number of surgical

procedures in 2017 relative to 2016. In most industries, payroll would nominally increase as sales

increase, however, SomeDoctor’s practice perfectly illustrates a real strength in this industry; surgical

services capacity was underutilized in 2016 and vastly increased in 2017 which resulted in a material

improvement in margin. As mentioned in Section 5, SomeDoctor intends to add 2 additional surgeons

which will bring the number of projected surgeries to 800-850 in 2018 vs. 600 in 2017. An increase in

surgeons combined with a continued focus on efficient capacity utilization is certainly an area of growth.

Additionally, with a relatively small increase of 4% YoY at MDPC; a concerted push into the rapidly growing

segment of non-surgical procedures presents an opportunity for an incoming owner.

7. CONCLUSION We believe that SomeDoctor’s practice is a strong business with robust margins and that is continuing to

grow briskly even after 30 years. The numerous positive patient testimonials online highlight

SomeDoctor’s elite expertise, one-stop-shop, and knowledgeable and comforting staff as the strengths of

the practice. A new owner will enter into a top performing and well-renowned practice in a high and

continued growth industry.

Audited financials for 2016 and 2017 are available upon request. Should you be interested in learning

more about this opportunity, please contact AdvisorCo at SomePhoneNumber.