Ann: Extension to SPP Closing Date, page-22

@Marvin_Mindreader 99% of the time boards approve incentive packages for CEOs subject to general growth conditions without restricting execution or strategy that's at the CEO's discretion (i.e. what he's hired for and subject to general board approval) and M&A is part of corporate strategy. Indicating that it is not or that its results should not impact incentive programs (unless specified) is at best a short sided statement and in this case somewhat misleading.

At the end of 2019 Mr. Taylor's 100M incentive shares (2x 50M incentives) were worth $700k at a share price of then $0.007 (and issuance was subject to hitting specific revenue and SP targets -- otherwise they are worthless). At the time the firm's market cap was about $8.1M and it's legacy business was dying with a board unable to reposition the business. Today the firm's market cap is north of $100M (>13X vs EOY 2019), the SP is (at a depressed level of) $0.058 (and substantially above the incentive triggers!!) while the quarterly revenue at the end of 2Q 2021 (FY21 Q4) was a nudge over $1M. Considering a) historical QoQ revenue growth rates and that b) we were entering the busiest period of the year in 3Q and 4Q, it was but a foregone conclusion that the first of the two incentive packages was going to vest before end of Nov even without any assistance from Parton. All that was needed a 25% growth to bring 3 month trailing revenue by Nov 30th to above the trigger level and that first package would have vested. Was the Parton acquisition and revenue it brings likely accretive to reaching the vesting requirements for the 2nd incentive package sooner than would have organically been the case?! Probably/maybe, but the acquisition is part of the business strategy and the business itself that Mr. Taylor is incentivized to build and run.

As to it being hard to differentiate what growth rates etc are now, based on the Parton presentation it's actually still reasonably straightforward to draw 'estimates' what comes down to Parton's legacy vs. DW8 legacy for the next couple of quarters but beyond that there will be anticipated synergies from the strategy pursued and as such the marginal growth going forward will be affected and driven by having both legacy components. That's pretty much the reason why M&A activity should be conducted, to take advantages of synergies, release and create new value by combining suitable components (i.e. 1+1=3, sum of the parts....).

Generic statements like above are a bit misplaced as it would nullify for example a CEO that successfully uses rollups funded with share capital to consolidate market share and thereby creates a dominant and more efficient and profitable operating entity and who's paid for creating that success by being giving shares whose value appreciates as he executes his strategy. Simply using that as a relative example re the use of M&A, not specifically referring to DW8. Plenty of examples out there to illustrate the first point. Otherwise why do you need to really incentivize a CEO or why should I invest in a company unless they'll increase the value of my investment?!

Am I particularly happy about the dilutive impact of the Kaddy acquisition? Well, trying to be as objective as possible, it's hard to judge that yet unless you take mgmt's word as the gospel that it will be. The true value it adds won't be known for some time and like when Mr. Taylor's two incentive packages were initially granted with SP and revenue targets that seemed well out of reach at time of issuance, this transaction could indeed be transformative in the sense that the value accrued to shareholders as a whole far outstrips the dilutive impact of the transaction. And like with all things in business and life only time will tell. In the meantime all one can do is judge the facts, figures and arguments presented within historical contexts, including execution track records, etc. to form an opinion and act accordingly. GLTAH.