Pship to C Corp Rollover Structure (May 28 version)

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Partnership (LLC) to C Corp Rollover Equity Transaction Structure with New

Holding Company for Acquirer C Corp.

One or More Owners of Target LLC

Contribute Rollover Interests of Target LLC

Pre-Transaction Owners of Acquirer C Corp

Newly Formed Holding Company

Contributes Rollover Interests of Target LLC (Push Down)

C Corp

Contribute 100% of shares of Acquirer C Corp

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