The information prepared in this document has been prepared by or on behalf of Tractile America LLC to its best knowledge and available information at that time. This information might be out dated, incomplete or incorrect. Sales and financial forecasts are notoriously hard to make reliably and independent research is strongly recommended. Tractile America LLC has not undertaken an independent review of the information contained in this document;

The information contained in this publication about the proposed business opportunity and the securities is not intended to be the only information on which the investment decision is made and is not a substitute for a prospectus or any other notice that may be required under the Corporations Law, as this law may apply to the investment. Detailed information may be needed to make an investment decision, for example: accounts; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports;

Prospective investors should be aware that no established market exists for the trading of any securities that may be offered;

A prospective investor is strongly advised to take appropriate professional advice before accepting an offer for issue or sale of any securities or scheme interests.

This presentation contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our management’s beliefs and assumptions and information currently available to management.

Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition.   Forward-looking statements include all statements that are not historical facts and can be identified by terms.   

These include; “anticipates,” “believes,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.   Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.   

Forward-looking statements represent our management’s beliefs & assumptions only as of the date of our most recent public filings. You should read our public filings, including the Risk Factors set forth therein and the documents that we have filed as exhibits to those filings, completely and with the understanding that our actual future results may be materially different from what we currently expect.   

Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.   Also, as we refer to earnings, we will also refer to adjusted EBITDA, adjusted EBITDA margin, non-GAAP - net income and free cash flow, which we consider to be substantial financial indicators of the Company’s operational strength and the performance of its business.   

Tractile America LLC defines adjusted EBITDA as net income adjusted for other (expense)/income, income taxes, depreciation, amortization, disposals and non- cash equity-based compensations; Adjusted EBITDA margin as Adjusted EBITDA divided by revenue; non-GAAP net income as net income excluding the after tax-impact of non-cash equity- based compensation, the amortization of acquisition-related intangible assets and changes in fair value of contingent consideration related to acquisitions; and free cash flow as cash provided by/(used in) operating activities adjusted for capital expenditures and content acquisition.   

These figures are non-GAAP financial measures and should be considered in addition to results prepared in accordance with generally accepted accounting principles (GAAP), and should not be seen as a substitute for, or superior to, GAAP results.

This Disclosure Brief (the “Disclosure Brief”) is being made in connection with a potential off-market wholesale equity private placement to institutional allocators a, family offices and HNW investors. The Tractile TM United States Transaction takes place exclusively with in (Tractile America LLC”).

The information contained in this Disclosure Brief is confidential and is being provided to you solely in your capacity as a known Wholesale Investor in connection with Tractile America LLC Wholesale Equity Investment Transaction.
The access and distribution of this Confidential Disclosure Brief is by an authorized person to an other person is unauthorized. Any reproduction or alteration of the contents of this Disclosure Brief and any forwarding of a copy of this Disclosure Brief or any portion of this Disclosure Brief to any person is prohibited. The recipient of this Disclosure Brief and its directors, partners, officers, employees, attorney(s), agents and representatives (“recipient”) shall keep this Wholesale Equity Disclosure Brief and its contents confidential, shall not use this material and its contents for any purpose other than as expressly authorized by and shall be required to return ordes Jason Perkins and Bertio Terpstra all copies of this Disclosure Brief or portions thereof in its possession promptly following request for the return or destruction of such copies. By accepting delivery of this Disclosure Brief, the recipient is deemed to agree to the formally executed mutual confidentiality deed requirements.

This Disclosure Brief and any statements made in connection with this Disclosure Brief are for informational purposes only and are neither offers to sell or purchase, nor solicitations of an offer to sell, buy or subscribe for any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.

This Disclosure Brief has been prepared to assist interested parties in making their own evaluation with respect to a potential wholesale equity investment in Tractile America LLC’s Wholesale Equity Offering and for no other purpose.
The recipient acknowledges and agrees that the information contained in this Disclosure Brief is preliminary in nature and is subject to change, and any such changes may be material. Tractile America assumes no obligation to update or keep current the information contained in this Disclosure Brief, to remove any outdated information or to expressly mark it as being outdated. No securities commission or securities regulatory authority or other regulatory body or authority in the United States or any other jurisdiction has in any way passed upon the merits of, or the accuracy and adequacy of, any of the information contained in this Disclosure Brief. This Disclosure Brief does not purport to contain all of the information that may be required to evaluate an investment relating to the potential Wholesale Equity Offering, and any recipient should conduct its own independent analysis of Tractile America LLC and the data contained or referred to in this Disclosure Brief. The recipient agrees and acknowledges that this Disclosure Brief is not intended to form the basis of any investment decision by the recipient and does not constitute legal, accounting, business or tax advice and recipient should consult its own professional advisors as to the legal, accounting, business, tax, financial and other matters contained herein. No representation or warranty, express or implied, is or will be given by Tractile or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Disclosure Brief (including as to the accuracy or reasonableness of statements, estimates, targets, projections, assumptions or judgments) or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the potential Wholesale Equity Offering. Accordingly, none of Tractile America LLC, or any of their respective affiliates, directors, officers, employees, or advisers or  any other person shall be responsible or liable whatsoever for any direct, indirect, or consequential loss or damages suffered by any person as a result of relying on any statement in, or omission from, this Disclosure Brief and any such liability is expressly disclaimed.

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about forecasted future financial and operating results, plans, objectives, expectations and intentions with respect to future operations, products and services and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “forecast,” “believe,” “intend,” “plan,” “projection,” “outlook,” “budget,” “may,” “will,” “could,” “should,” “predicts,” “potential,” “continue” or words of similar meaning.
  These forward-looking statements include, but are not limited to, statements regarding ‘s industry and market size, future opportunities for ‘s business and its estimated future results, and regarding the potential Wholesale Equity Offering, including implied enterprise value, the expected post-closing ownership structure and the likelihood and ability of the parties to successfully consummate the potential Wholesale Equity Offering.   Such forward-looking statements are based upon the current beliefs and expectations of the management of Tractile TM America LLC and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of the parties.   Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements and consequently, you should not rely on these forward-looking statements as predictions of future events. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree.   There may be additional risks that neither Tractile America LLC currently know or that Tractile America LLC currently believe are immaterial that could also cause actual results of Tractile America LLC to differ from those contained in the forward- looking statements.   Consequently, there can be no assurance that the actual results or developments anticipated in this Disclosure Brief will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Tractile America LLC.   Other unknown or unpredictable factors or factors currently considered immaterial also could have an adverse effect on ‘s actual results, including those risks and uncertainties indicated from time to time described in Tractile America’s

Tractile America LLC caution that such list or lists of factors are not exclusive and you should not place undue reliance upon any forward-looking statements.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. All information set forth herein speaks only as of the date hereof in the case of information about Tractile America LLC or the date of such information in the case of information from persons other than Tractile America LLC or , and Tractile America LLC expressly disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Disclosure Brief or to reflect any changes in their expectations or any change in events, conditions or circumstances on which any statement is based. Annualized, pro-forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

This Disclosure Brief contains information with respect to ‘s projected results. This forecast is based on currently available information and Tractile America LLC estimates.
None of , Tractile America LLC nor any independent auditors have audited, or performed any procedures with respect to any information for the purpose of its inclusion in this Disclosure Brief, and accordingly, none of them express an opinion or provided any other form of assurance with respect thereto for the purpose of this Disclosure Brief. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Tractile America LLC does not undertake any commitment to update or revise any such information, whether as a result of new information, future events or otherwise. The assumptions and estimates underlying the information referenced herein are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such information. While all financial projections, estimates and targets are necessarily speculative, Tractile America LLC believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Inclusion of the prospective financial information in this Disclosure Brief should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

The information contained herein also includes information provided by third parties. Any estimates or projections contained herein involve elements of subjective judgment and analysis that may or may not prove to be accurate.
None of Tractile America LLC, their respective affiliates or any third parties that provide information to Tractile America LLC, or their respective affiliates, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information or are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Tractile America may have supplemented this information where necessary with information from ‘s own internal estimates, taking into account publicly available information about other industry participants and management’s best view as to information that is not publicly available. Tractile America LLC has not independently verified the information provided by third parties. None of Tractile America LLC, or their respective affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. While such information is believed to be reliable for the purposes used herein, none of Tractile America LLC, their respective affiliates or any of their respective directors, officers, employees, members, partners, stockholders, or agents makes any representation or warranty with respect to the accuracy of such information.

This Disclosure Brief includes certain non-GAAP financial measures that ‘s management uses to evaluate ‘s operations, measure its performance and make strategic decisions.
EBITDA and Free Cash Flow are non-GAAP financial measures. EBITDA is defined as net income (loss), the most directly comparable financial measure calculated in accordance with GAAP, adjusted to exclude (i) provision for income taxes, (ii) interest income and expense, and (iii) depreciation and amortization expense. EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. Free Cash Flow is defined as net cash provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP, less purchases of property and equipment. We believe that free cash flow is a meaningful indicator of liquidity to management and investors that provides information about the amount of cash generated from our operations that, after the investments in property and equipment, can be used for strategic initiatives. Tractile America believe that EBITDA and Free Cash Flow provide useful information to investors and others in understanding and evaluating ‘s operating results in the same manner as management. However, EBITDA and Free Cash Flow are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for or superior to net income, operating profit, or any other operating performance measure or net cash provided in operations, which are calculated in accordance with GAAP. Using any such financial measure to analyze ‘s business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant and because they exclude significant expenses that are required by GAAP to be recorded in ‘s financial measures. In addition, although other companies in ‘s industry may report measures titled EBITDA, Free Cash Flow or similar measures, such financial measures may be calculated differently from how Tractile America calculates     such financial measures, which reduces their overall usefulness as comparative measures. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Because of these limitations, you should consider EBITDA and Free Cash Flow alongside other financial performance measures, including net income, net cash flow from operations and other financial results presented in accordance with applicable accounting standards.

Tractile America and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Tractile America’s shareholders in connection with the proposed Wholesale Equity Offering.
Wholesale Equity Investors and Institutional Security holders of and Tractile America LLC are urged to read the information supplied and request other relevant documents when they become available because they will contain important information about the proposed Wholesale Equity Offering.

Tractile TM America LLC and their respective affiliates own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses.
  This Disclosure Brief also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Disclosure Brief is not intended in, and does not imply, a relationship with Tractile America, or any of their affiliates, or an endorsement or sponsorship by or of Tractile America, or such affiliates. Solely for convenience, the trademarks, service marks and trade names referred to in this Disclosure Brief may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Tractile America, their affiliates or any third parties whose trademarks are referenced herein will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor in these trademarks, service marks and trade names.

The securities   to which this Disclosure Brief relates have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction.
This Disclosure Brief relates to a corporate entity and subsequently, to securities that intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this Disclosure Brief is accurate or complete. Any representation to the contrary is a criminal offense.

1.        Participant Selection
  Following confirmation from approved bona-fide parties the selected entity(s) will be granted direct access to view Tractile America LLC, and to meet with the Board of DIrectotrs who will be inviting parties to commence preliminary due diligence on this opportunity via a virtual data room.   Neither Tractile America LLC or Trac Group Holdings Ltd, Directors, Stakeholders, will agree to pay for or refund any costs associated with preparing an offer or participating in any due diligence process carried out in connection with any prospective equity investment or transaction, (Including, but not limited to, responding to any requests for information, the costs associated with the carrying out of preliminary or formal due diligence or the preparation and negotiation of legal documentation). ·          Known qualified parties having been invited to discuss a particular investment opportunity and are hereby required to execute the attached Mutual Confidentiality and Non-Disclosure  Deed Agreement; ·          Provision of disclosure of the transaction overview and associated documents are supplied in commercial confidence; ·          Qualified Party(s) are invited to evidence interest and ability to participate, via a non-binding pledge offer; ·          Selection of party(s) accepted to proceed to preliminary and formal due diligence; ·          Accessing Company Disclosure, Stakeholders ·          Presentations and Company Constitution ·          Full details of the prospective participants; ·    The amount of the proposed equity to be invested; ·    Material terms of the offer, including terms of consideration, payment of monies, decision making processes etc; ·    Confirmation of source of committed funding beneficially held (Bank Guarantee / Certification); ·    Any conditions precedent or subordinate to final subscription terms to become a binding offer; ·    Key due diligence areas of interest are to be clearly nominated in advance; ·    Independent corporate advisors are also to be clearly nominated in advance.   2.   Conditions ( Precedent & Subordinate )   Recipients of any disclosure material, the off-market wholesale investment offering and their advisors may only make contact with Tractile America LLC or Trac Group Holdings Ltd, it’s Directors, Stakeholders, their management, employees, suppliers, dealers, distributors, clients, landlords, financiers or shareholders of Tractile America LLC or Directors, Stakeholders with the prior written consent of Jason Perkins or Bertio Terpstra.   Under no circumstances should a potential investor, employee, advisor seek to make contact with Trac Group Holdings Ltd management or staff directly. Interested parties requiring further information should contact Jason Perkins or Bertio Terpstra directly whose contact details can be found at the back of this disclosure brief. Tractile America LLC reserves it’s full rights, at it’s absolute discretion and without disclosing any reason to: ·         Refuse to disclose or provide information to any person or entity (including any recipient of this disclosure brief”); ·         Suspend or end discussions with any Interested Party or other person or entity at any time; ·         Offer or accept any proposal from any Interested Party without offering or being obliged to accept an offer from any other Interested Party on the same or similar terms; ·         Accept an offer which is not the best or highest offer or refuse to consider, select or accept any or all offers for any reason; ·         Accept an offer despite the failure of the offer to comply with the process described above; ·         Distribute the IM to further parties and invite further parties to make requests for further information; ·    Alter the proposed timetable or any particular date referred to in this Deal Fact Sheet and Business Summary in any way  or close the offer at any time whether a transaction has been effected; ·    Negotiate with any Interested Party regarding the terms of any offer submitted or any variation of any of these conditions; ·    Accept any offer after any variation of its  terms or the variation of any of these condition