Capital Solicitation Update

8-25-2021

Conference Call with BFG Inc., Sinnott and Company and Digital Infrastructure 

We spoke with William Coleman (BFG Inc), Ed Hartwell (S&C), and Dan Ryan (DI). It was an intense, concise straight to the point discussion. The call lat ed 15 minutes. Ryan found our proposal interesting and stated they would contact us again as early as Friday 8-27-2021 before COB. 

We shared our talking points with the parties mentioned above. We have shared them below. We edited and sent the comments again to Ed Hartwell to emphasize the need for investment in Omnipoint and Vital as a combined entity/partnership to create a viable functioning entity. 

We have provided all who participated in the call on Wednesday with the sources and uses of funds scheduled covering the funding we are seeking over the next three years. 

Talking Points

Talking Points for Conference Call with Dan Ryan Digital Infrastructure William Coleman of BFG Inc. and Ed Hartwell of Sinnott Company. 

  1. Vital and Omnipoint Technology – Strategic Partner Agreement
    1. Omnipoint Technology is the exclusive provider of the following:
      1. of a tower network with a projected 200 plus towers over three years,
        1. Omnipoint Tier-3 technology support and tower maintenance,
        2. wireless Internet and Media Services equipment supplier,
        3. Omnipoint Technology maintains Vital edge network facilities.
      2. Omnipoint is investing in Vital via Simple Agreement for Future Equity format.
      3. They will own 2% to 28% of Vital depending on the final cash investment.
        1. Omnipoint agreement features convertible preferred equity interest with voting rights and two board of director seats.
    2. Vital serves as an exclusive provider to Omnipoint:
      1.  network design,
      2. content management system,
      3. customer relationship management,
      4. web hosting,
      5. IPTV,  
      6. Vital Tier-1 and Tier-2 technology support,
      7. Edge Computing NOCs for the entire Internet and Media network
  2. We are seeking investment from third parties for the following:
      1. Total equity capital for a combined entity
        1. Total capitalization $400 million over three years, exit strategy,
          1. take the combined entity public after funding rounds and acquisition integration; the anticipated timeframe is 3-5 years.
          2. Equity Request for Omnipoint Technology $225 million,
            1. Tower Network Acquisition Financial Partner
          3. Vital Inc. $175 million,
            1. IPTV Acquisition Financial Partner $55 million
              1. Existing recurring revenues,
            2. Web hosting product and service development $5 million,
            3. IPTV product and service development $115,000,000.
              1. This portfolio investment leverages the State of Georgia Film and Audio Production Program 3x,
              2. . The projected investor benefits:
                1. Tax Credits
                2. Tax Loss pass through,
                3. Preferred Cash Flow Distributions
      2. Business Development process acquisition of existing operations
        1. Omnipoint has identified 200 tower sites for acquisition and collocation,
        2. Vital Inc acquisition of legacy provider, ad agency, SaaS, Fin-Tech and has identified TV station group with 40 significant markets for content distribution broadcast ATSC 3.0 and wireless content distribution,
        3. Intangible Assets Department of Defense Security Clearance  
      3. Cash flow from Vital acquisitions begins within 45 days after taking over the companies purchased in the Seed Round.
        1. Vital Seed Round Investment $15,000,000
        2. Acquisition Prices $10,750,000
        3. EBITDA of Vital Acquisitions $2,625,000
        4. Price Earnings Ratio 4.1
        5. Annualized Cash on Cash Return on Investment 17.5%
      4. Cash Flow from Omnipoint Operations to be provided. 
      5. Topline Revenues of acquired entities $500,000,000
      6. EBITDA $125,000,000

Discussion and Transaction Hightlights 

  1. Omnipoint Term Sheet and Commitment letter are pending final legal approval.
  2. Equity Commitment for $15,000,000 from Omnipoint Technology and the third party(s) are mentioned above.
  3. Funding Priorities:
    1. Acquisition of Watson Cable,
    2. Acquisition of TopRight Ad Agency,
    3. Acquisition of IPTV and Web Hosting Servers and Software,
    4. Acquisitions of SaaS and Fintech Licenses,
    5. Use the link shown below to view the consolidated Sources and Uses of Funds. https://1drv.ms/x/s!AimnJOqRdEb6gfMWOZC_yIAQJ4bAmw 

 

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