The Alaris Structure

Alaris offers private companies an alternative to raising capital through traditional means of leverage, private equity or public offerings. The Alaris structure provides capital in a way that maximizes valuations, tax efficiency and maintains 100% existing management control and common equity ownership. Our structure is designed for companies who are raising capital for a partial exit, generational transfer, recapitalization, or growth and who do not want to give up control or chance the added risk that comes with high leverage levels.

We provide cash financing to private companies at an agreed upon valuation, in exchange for a pre-determined distribution or royalty (the "Distribution") from such private companies. Our Distribution is received monthly but is determined 12 months in advance in accordance with a mutually agreed upon performance metric which is based upon a "top-line" financial performance measure of the Private Company Partner, such as gross revenues, gross profit, same store sales or same clinic sales. Each year, our Distribution is adjusted based on the percentage change in the audited performance metric. In keeping with our business objective of generating predictable, stable cash flows, our Distribution is only based on organic growth and/or organic decline of the private company. As such, any growth or decline in the private company from acquisitions, new locations or margin improvements do not get factored into such adjustment.

Our Distribution ranks in priority to the Private Company Partner's common equity. In addition, the Distribution is treated as a pre-tax expense from the Private Company Partner making the after-tax cost of our financing attractive to our Private Company Partners. Our financing structure is characterized as equity, and as a result, principal payments of our financing are not required.

Provided there is no uncured event of default, we do not have any significant influence over any of our Private Company Partners nor do we have any ability to exercise control or have any voting rights over the Private Company Partners. In addition, we do not have any rights to participate in management decisions and are not involved in the day-to-day operations of the Private Company Partner within the normal course of business.