Order-to-Cash Solution Overview slide image

Order-to-Cash Solution Overview

Transaction summary Pro forma capitalization (at $10.00 per share)4 Transaction highlights Pro forma enterprise value of $1.229B ■ 2023E adj. revenue multiple of 6.5x Corcentric shareholders to receive $1,013M $893M in rollover equity and $120M in secondary proceeds $50M PIPE investment into Corcentric in connection with the merger + Corcentric to receive $27M in primary proceeds to fund growth¹ + North Mountain Merger Corp. to receive 1 of 7 board seats ($M) Implied Pro Forma Equity Value4 Pro Forma Debt5 Pro Forma Cash5 Pro Forma Enterprise Value Sources ($M) Corcentric Rollover Equity NMMC Cash in Trust¹ PIPE Proceeds Total Sources Uses ($M) Corcentric Rollover Equity Secondary Proceeds Cash to Balance Sheet2 Estimated Transaction Expenses³ Total Uses corcentric $893 $132 $50 $1,075 $893 $120 $27 $35 $1,075 Pro forma ownership at closing6 12.0% NMMC Public Shareholders 81.1% Existing Corcentric Shareholders 4.5% PIPE Investors $1,101 $140 $12 $1,229 2.4% NMMC Founder Shares Note: Transaction assumes a $50M PIPE at $10.00, no redemptions by NMMC public shareholders, $27M cash to the balance sheet, and $120M cash to existing Corcentric shareholders; Corcentric has a unilateral $150M minimum cash condition, net of SPAC acquirer fees. The minimum cash condition may be reduced to $125M net of SPAC acquirer fees with the consent of Corcentric; Figures may not sum due to rounding; (1) Assumes no redemptions by NMMC public shareholders; (2) $12M of cash dedicated to the balance sheet with residual being using to pay down debt; (3) Illustrative transaction fees and expenses for both SPAC and target; (4) Includes 89.3M Corcentric shares, 13.2M NMMC common shares, 5.0M PIPE shares, and 2.6M NMMC sponsor shares (excludes 2.1M NMMC sponsor shares subject to price vesting conditions); Excludes tranches subject to time triggers and early price releases (5) Pro-forma capitalization as of 12/31/21; (6) Assumes $10.00 per share; Excludes the dilutive impact of NMMC public warrants, Corcentric earnout, founder share earnout, and the new, to-be-established equity incentive plan; 4.7M SPAC sponsor shares are issued and outstanding immediately post Closing, including exchanged warrant shares; Excludes 2.1M founder shares subject to earnout, vesting ratably at $12.50 per share and $15.00 per share; Excludes tranches subject to time triggers and early price releases 49
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