Company Overview Alliance MMA, Inc. (NASDAQ: AMMA) Alliance MMA (NASDAQ: AMMA) is a professional mixed (MMA) company that brings together the best regional productions. It was incorporated in 2015 for acquiring businesses that engage in the promotion of MMA events, known June 8, 2017 as promotions. Alliance MMA is the only publicly-traded MMA promotions Current Price: $1.15 company. Target Price: $3.70

Valuation

We are valuing AMMA using a 4.0 P/S multiple applied to our FY19 sales estimate Market Data Fiscal Year December of $16.8 million. This gives us a near-term target price of $ 3.70 per share.

Industry

Market Cap $10.81M Investment Highlights Insider Ownership 6.8% Shares Outstanding 9.4M Equity Float 8.1M • Alliance MMA is the first publicly-traded Mixed Martial Arts (MMA) Avg. Volume (3 mo.) 1.4M company As of June 9, 2017 o First of its kind to bring together the top regional MMA promotions in the US

• Mixed Martial Arts is a multi-billion-dollar industry Income Statement Snapshot TTM o UFC is valued at $4.5 billion and generated about $600 million in revenue in Revenue $0.76M FY15 Net Loss ($2. 3M) • AMMA generated $755,000 in revenue in 1Q17; Gross profit margin was Balance Sheet Snapshot 38% MRQ o The Company grew revenue 28% QoQ and produced a total of 13regional Cash $2.8M MMA promotions across the country Debt $0.0M

• AMMA’s acquisitions are high profile MMA brands that have a solid fan base and great management

• AMMA is on road to generate record revenue in FY17 o The Company has completed 12 events year-to-date and has at least 45 additional events scheduled for the remainder of FY17

• AMMA is a stepping stone for the next generation of fighters and champions for the UFC and other premier MMA promotions

• Company’s management team has extensive industry experience with major MMA brands

Alliance MMA is the first publicly-traded Mixed Martial Arts (MMA) company. AMMA has a first mover advantage, bringing together top local and regional MMA promotions (events) in the US.

The Company completed its NASDAQ IPO in October 2016 and raised approximately $10 million from the IPO, selling a total of 2.2 million shares, and forming the largest group of regional MMA promotions in the US.

Since its inception, the Company has acquired nine MMA organizations and added existing MMA business support units, such as SuckerPunch, Alliance Sports Media, and CageTix. Operating as a centralized management organization, AMMA applies industry best practices to maximize profitability. Headquartered in , AMMA currently operates promotions in ten of the top 20 major media markets cities and plans to expand into 20 cities nationally by the end of 2017. The expanding national footprint will allow the company to increase its viewership, number of events, customer base, number of contracted fighters, and sponsorship deals; thus, increasing the overall revenue run rate.

Figure 1: AMMA’s MMA Event

The Company’s core mission is to identify and cultivate the next generation of fighters and champions for the Ultimate Fighting Championship (UFC) and other MMA promotions. It provides a platform to fighters between the ages of 18-34 as the go to brand for those seeking the “College Hoops” of MMA and ultimately providing them a platform to reach their true potential and advance to the sport’s highest level of professional MMA competition.

Mixed Martial Arts is a multi-billion-dollar industry. Ultimate Fighting Championship (UFC) was an MMA fight club purchased by casino moguls Frank and Lorenzo Fertitta. Over a period of 15 years, the Fertitta brothers grew the club into a $4.2 billion sports empire. The closest competitor to UFC, World Entertainment (WWE), is valued at $1.5 billion. UFC generated about $600 million in revenue in FY15 and signed a $700 million, seven-year broadcasting deal signed with FOX.

MMA events bring celebrities, high rollers, and rabid fans into an arena much like a gladiator event. Typical UFC events have a seating capacity of between 15,000-20,000. UFC draws its revenue from various sources including ticketing, TV advertisements, sponsorships, and other celebrity deals.

Figure 2: UFC Fighters in Action

In mid-2016, the Fertitta brothers sold UFC for a staggering $4.2 billion, cashing out for a significant ROI (they bought the club out of bankruptcy for $2 million in 2001). UFC has viewership in more than 150 countries around the globe, reaching 1.1 billion households. UFC stages an average of 40 events each year across the US, with approximately 550 fighters participating.

AMMA’s business model is similar to UFC’s model. Long-term, AMMA has the potential to generate rapid revenue growth with its events operating in regional markets across the , in addition to the international expansion. The Company’s near-term strategy is to acquire or create regional MMA promotions in top 20 media markets across the U.S. It will target high- revenue opportunities with proven marketing and audience reach. As the Company expands its national footprint it will seek to secure high-value sponsorship agreements with prominent consumer brands.

AMMA’s management acts as an umbrella over its regional events which are managed locally. Also, by targeting young aspiring MMA fighters in regional markets who strive to make it to the UFC and other top-tier MMA promotions, AMMA has a significant opportunity to showcase future fighters to fighter management firms and managers; thus, providing a source for in-house talent development that will reap ongoing benefits.

AMMA generated $755,000 in revenue in 1Q17; Gross profit margin was 38%. AMMA grew revenue 28% QoQ in 1Q17 and produced a total of 13 regional MMA promotions. The Company has demonstrated the ability to produce high gross margins (38% in 1Q17) and we believe margins will continue to improve going forward, driven primarily by lower relative costs as they achieve business efficiencies with further benefit from the addition of new events and increased ticket sales.

During the first quarter, the Company continued to incur expenses related to building out the necessary infrastructure to support future growth, including recruiting key executives and support personnel staff.

The Company has multiple potential sources of revenue: 1. Regional MMA Events 2. Media Distribution 3. National Sponsorships 4. Fighter Management

Regional MMA events generate revenue via ticket sales, venue fees from casinos and local and regional sponsorship agreements. This also may include revenue from food, beverage, merchandise sales and ticket services such as CageTix.

CageTix is an electronic ticking platform that focuses specifically on Mixed Martial Arts. This service allows consumers to target a specific athlete in an MMA promotion and award that athlete with a percentage of the ticket sale; consumers can put money directly into the pocket of the fighter. Since its inception, CageTix has been used in 1,200 MMA events and currently services 64 MMA promotions, operating in 106 cities. In 2014, CageTix sold over 15,883 tickets to 6,291 customers. The acquisition of CageTix will further accelerate revenue growth for AMMA.

Media Distribution revenue is generated from monetization of events through broadcast television advertising, internet streaming pay-per-view fees, distribution and licensing of content.

AMMA’s MMA Promotions Operating States Cage Fury Fighting Championship Pennsylvania/ Shogun Fights Maryland Hosier Fight Club /Indiana V3 Fights Tennessee/ Combat Games Iron Tiger Fight Series Ohio Fight Time Promotions Florida National Fighting Championship Georgia “TBD” (Eric Del Fierro*) “TBD” (John Prisco*) Florida Table 1: Current Alliance MMA Promotions

*Eric Del Fierro, founder of Total Combat which produced 35 MMA promotions in Southern California and Mexico, joined the Company as its General Manager in the San Diego, California market

*John Prisca, founder of Extreme Fighting Championships (XFC), has joined the Company to spearhead its promotional debut in the Tampa, Florida market

Fighter Management revenue is earned from fighter purse commissions at the completion of events. This also includes third-party pay-per-view sales, personal brand sponsorships, and other ancillary activities. Also, the acquisition of SuckerPunch provides the company with significant fighter management revenue. SuckerPunch has 100+ fighters under contract, and approximately dozen of its fighters have are fighting at the UFC level.

The Company emphasizes the importance of General Managers (GMs) for each of promotions. GMs are responsible for business development, matchmaking fighters, regulatory compliance with local and state commissioners, venue selection, fighter relations, and regional sponsorship deals.

Figure 3: AMMA Fighters in Action

AMMA plans to pursue opportunities in Asia, Europe, Middle East, Africa, Central and South America. Scott Sheeley, the former owner of Iron Tiger Fight Series, will lead the expansion into new international markets.

AMMA’s near-term goal is to secure 20 regional MMA promotion markets by the end of FY17. Long-term the company aims to host more than 125 events per year, with more than 1,000 contracted fighters. We believe that the company will have made substantial progress into international markets, securing major brand sponsorship revenue for live MMA events, digital media and Alliance MMA fighters by the end of FY18.

AMMA’s acquisitions are high profile MMA brands that have a solid fan base and great management. Each of the Company’s acquisitions are high profile MMA brands that have a solid fan base and great management. This provides the Company with necessary cash flows to continue its business expansion. Some highlights on its acquisitions:

Cage Fury Fighting Championship (CFFC) operates in Pennsylvania and New Jersey. It is ranked in the top 10 of all regional MMA brands and has promoted over 60 professional MMA events. It currently airs on CBS Sport Network & PPV and has sent more than 25 fighters to the UFC, including , , Lyman Good, and Paul Felder.

Figure 4: Cage Fury Fighting Championship(CFFC) 65, May 20, 2017

Combat Games (COGA) operates in Washington and is the MMA leader in the Pacific Northwest. It has promoted over 50 events in the last seven years and played host to stars such as Demetrius Johnson, their first amateur champion who turned pro, becoming the UFC Champion with the longest running title-defense streak ever.

Fight Time Promotions has been Florida’s best MMA brand for seven years. They’ve produced over 35 events and have been telecasted on CBS Sports Network, Comcast Sports Net and HBO Plus. They currently have over 80 fighters under contract.

Hosier Fight Club (HFC) is the first sanctioned MMA event in the state of Indiana, just outside of . With over 25 events under its belt, HFC is considered by many in the Midwest to be the established leader of the local MMA scene. In addition, HFC attracts high profile UFC veterans such as Neil Magny, and many more to its MMA events.

AMMA’s other brands also have incredible fan following and history. Together, these ten high- performing MMA brands provide AMMA with a solid base of predictable revenue with events scheduled year-round.

AMMA is on road to generate record revenue in FY17. The Company completed 13 events during 1Q2017, and has at least 50 additional events scheduled for the remainder of FY17. AMMA has recently announced the planned acquisition through Letter of Intent to acquire an additional promotion in . With addition of this promotions, the number of events will increase and we anticipate strong revenue growth in FY17 with further acceleration in FY18.

# Events City Date 1 Iron Tiger Fight Series 73 Columbus, Ohio 6/17/2017 2 V3 Fights 60 Memphis, Tennessee 6/17/2017 3 National Fighting Championship 96 Atlanta, Georgia 6/30/2017 4 Combat Games 56 Seattle, Washington 7/15/2017 5 Combat Games 57 Seattle, Washington 7/22/2017 6 National Fighting Championship 97 Atlanta, Georgia 7/22/2017 7 Alliance San Diego (Brand TBD) 2 San Diego, California 7/29/2017 8 Iron Tiger Fight Series 74 Akron, Ohio 7/29/2017 9 Fight Time 37 Ft Lauderdale, Florida 8/4/2017 10 National Fighting Championship 98 Atlanta, Georgia 8/4/2017 11 CFFC 66 Atlantic City, New Jersey 8/5/2017 12 V3 Fights 61 Memphis, Tennessee 8/12/2017 13 Alliance Tampa (Brand TBD) 1 Tampa, Florida 8/19/2017 14 Combat Games 58 Seattle, Washington 8/25/2017 15 Iron Tiger Fight Series 75 Bellefontaine, Ohio 8/26/2017 16 Hoosier Fight Club 34 Hammond, Indiana 9/9/2017 17 Fight Time 38 Ft Lauderdale, Florida 9/15/2017 18 CFFC 67 , Pennsylvania 9/16/2017 19 Alliance San Diego (Brand TBD) 3 San Diego, California 9/30/2017 20 Iron Tiger Fight Series 76 Columbus, Ohio 9/30/2017 21 National Fighting Championship 99 Atlanta, Georgia 9/30/2017 22 Combat Games 59 Seattle, Washington 10/7/2017 23 Hoosier Fight Club 35 South Bend, Indiana 10/7/2017 24 Shogun XVII Baltimore, Maryland 10/7/2017 25 V3 Fights 62 Tunica, Mississippi 10/14/2017 26 CFFC 68 Atlantic City, New Jersey 10/21/2017 27 Alliance San Diego (Brand TBD) 4 San Diego, California 10/28/2017 28 Alliance Tampa (Brand TBD) 2 Tampa, Florida 10/28/2017 29 National Fighting Championship 100 Atlanta, Georgia 10/28/2017 30 CFFC 69 Philadelphia, Pennsylvania 11/11/2017 31 Combat Games 60 Seattle, Washington 11/11/2017 32 V3 Fights 63 Memphis, Tennessee 11/18/2017 33 Hoosier Fight Club 36 Michican City, Indiana 11/24/2017 34 Iron Tiger Fight Series 77 Akron, Ohio 11/25/2017 35 National Fighting Championship 101 Atlanta, Georgia 11/25/2017 36 Fight Time 39 Ft Lauderdale, Florida 12/8/2017 37 National Fighting Championship 102 Atlanta, Georgia 12/8/2017 38 Alliance Tampa (Brand TBD) 3 Tampa, Florida 12/9/2017 39 Shogun XVIII Washington DC 12/9/2017 40 Alliance San Diego (Brand TBD) 5 San Diego, California 12/16/2017 41 CFFC 70 Atlantic City, New Jersey 12/16/2017 * All event locations and dates are subject to change Table 2: Potential AMMA Events

AMMA is a stepping stone for the next generation of fighters and champions for the UFC and other premier MMA promotions. The Company provides a platform for fighters to showcase their skills in the hopes of becoming the next generation of fighters in UFC and other premier MMA promotions. Most recently, AMM fighters, and Jared Gordon joined the ranks of the UFC, and after Max “Blessed” Holloway’s triumph at UFC 212 in , he is now the Ultimate Fighting Championship’s (UFC) undisputed World Featherweight Champion. With his victory Saturday night, Holloway joins Germaine de Randamie, current UFC female World Featherweight Champion, as SuckerPunch Entertainment’s second reigning UFC Champion. AMMA’s whole-owned subsidiary SuckerPunch has a history of sending fighters to UFC events. More and more fighters see AMMA as the best way to reach their ultimate destination: the UFC.

Company’s management team has extensive industry experience with major MMA brands. AMMA’s president, Robert Haydak, successfully led top ranked regional MMA promotion, Cage Fighting Championships. Prior experience as a founder/CEO of two highly successful ventures and 28 years of experience in the industry, Haydak provides AMMA with a formidable foundation in all aspects of business operations.

The Company’s chief marketing officer, James Byrne, is a veteran of arena sports marketing, creating media opportunities, joint ventures and marketing partnerships. Byrne was a senior marketing executive for Ultimate Fighting Championship, World Wrestling Entertainment and Glory , and brings 38 years of industry experience.

Recently, AMMA promoted Burt Watson to Executive Vice president of Operations. Burt brings his well-seasoned MMA promotional experience and extraordinary leadership skills to the Company. Mr. Watson began his career in more than 30 years ago coordinating events that involved boxing stars Mike Tyson, Oscar De La Hoya, Roy Jones etc. Prior to joining Alliance MMA, Mr. Watson was the Ultimate Fighting Championship (UFC) Event Coordinator for 14 years. Throughout his illustrious career, Mr. Watson was responsible for coordinating televised sporting events featured on numerous networks including ABC, CBS, NBC, ESPN, HBO, Showtime, USA, BET and Telemundo.

Major MMA brand experience provides the Company with valuable expertise to drive the Company’s growth in a large market opportunity.

Valuation

We are valuing AMMA using a 4.0x P/S multiple applied to our 2019 sales estimate of $16.0 million, generating a target price of $3.70. A 4.0x P/S multiple values AMMA at a steep discount to UFC, which was valued at 6.7x sales at the time of its acquisition in 2015. We believe a discount is appropriate given that AMMA is at the earlier stage in the MMA space than UFC, the dominant brand globally.

Some notes on our model:

• We are projecting AMMA to generate revenue of $4.1 million in FY17, $8.8 million in FY18, and $16.7 million in FY19. We have projected AMMA to have a QoQ growth between 22%-30%

• We believe that the company’s organic marketing reach and sponsorship deals will significantly increase revenue growth in FY18 and FY19 and AMMA’s market penetration rate will begin to increase significantly between 2H18-1H19. • We assume that the company will raise equity in FY17, FY18 and FY19 to finance operations and acquisitions. We believe that management may turn to alternative financing for additional capital to finance acquisitions. • Our projections are based on optimistic assumptions that the company will expand to 20 regional MMA promotions by the end of FY17, significant progress into international expansion by the end of FY18 and continued expansion globally in FY19.

RISKS

AMMA’s business represents a new business model in the MMA industry. The Company has limited operating history and the company’s business strategy may not successfully address risks and uncertainties that the business might face and could adversely affect the overall success and/or delay profitability.

There are substantial doubts about AMMA’s ability to continue to run its business operations. Due to the Company’s business expansion and usage of capital, the Company lacks sufficient cash flows to finance operations and acquisitions. The Company may not be able to continue its business operations without raising capital. Failure to complete a capital raise would likely slow the Company’s expected growth.

AMMA’s business expansion could be affected by other successful MMA promotions. The Company is not a direct competitor to successful MMA promotions like UFC that operate in the industry. However, these successful MMA promotions could adversely impact AMMA’s business strategy and expansion with significant usage of their greater resources.

Company may not be able to attract promotional and advertising sponsorships. AMMA’s business strategy includes developing national sponsorship agreements with regional and national consumer brands to increase its audience and overall profitability. If the Company is unable to attract promotional and advertising sponsorships, AMMA’s operating results will be adversely affected.

Potential class action lawsuit. A class action lawsuit against the company seeks damages on behalf of shareholders who participated in the Company’s initial public offering (IPO) on October 6, 2016. The lead plaintiff motion deadline is on June 16, 2017.

Management

Paul Danner, Chairman & Chief Executive Officer

Mr. Danner, 59, is our Chairman of the Board and Chief Executive Officer. Prior to joining the Company in 2016, Mr. Danner served as the Managing Director of Destiny Partners Worldwide, a global organizational management and business operations consultancy, from 2006 to 2016. From 2008 to 2010, Mr. Danner was also the Chief Executive Officer of China Crescent Enterprises, a publicly traded information technologies company headquartered in Shanghai, China. Previously, he served as Chairman and Chief Executive Officer of Paragon Financial Corporation, a publicly traded financial services firm listed on NASDAQ, from 2002 to 2006. From January 1998 to 2001, Mr. Danner was employed in various roles at MyTurn.com, Inc., a NASDAQ listed company, including as Chief Executive Officer. From 1996 to 1997, Mr. Danner was the Managing Partner of Technology Ventures, a consulting firm. From 1985 to 1996 he held executive-level and sales & marketing positions with a number of technology companies including NEC Technologies and Control Data Corporation. Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace Engineering Duty Officer supporting the Naval Air Systems Command, for eight years on active duty plus 22 years with the reserve component of the United States Navy. Mr. Danner retired from the Navy in 2009 with the rank of Captain. Mr. Danner holds a BS in Business Finance from Colorado State University and an MBA from Old Dominion University and has completed curricula at the Naval War College, Defense Acquisition University and the National Defense University. The Board of Directors believes that Mr. Danner is qualified to serve as a director because of his management and leadership experience, particularly in growth stage and roll-up companies, the perspective he brings as our Chief Executive Officer, and his experience as an officer and director of several private and public companies.

Robert Haydock, President

Mr. Haydak, 46, is our President. Prior to joining us in 2016, Mr. Haydak was the Chief Executive Officer of Cage Fury Fighting championships, a leading MMA promotion serving the Atlantic City, New Jersey and Pennsylvania markets from 2011. Prior to CFFC, Mr. Haydak served as Chief Executive Officer of Global Distribution Group, Inc., a privately held logistics and consulting firm serving domestic retailers seeking sales and distribution assistance in overseas markets which he co-founded in 2007. From 1997 through 2006 served as founder and President of RJH Express, Inc., a privately held residential home delivery company serving major retailers in the Northeast. A former NCAA Division 1 wrestler, Mr. Haydak holds a BS in Business Administration from Flagler College.

John Price, Chief Financial Officer

Prior to joining AMMA in 2016, Mr. Price was Chief Financial Officer of MusclePharm Corporation, a publicly-traded nutritional supplement company. Prior to joining MusclePharm in 2013, Mr. Price served as vice president of finance—North America at Opera Software, a Norwegian public company focused on digital advertising. From 2011 to 2013, he served as vice president of finance and corporate controller GCT Semiconductor. From 2004 to 2011, Mr. Price served in various roles at Tessera Technologies including VP of Finance & Corporate Controller. Prior to Tessera Technologies, Mr. Price served various roles at Ernst &Young LLP. Mr. Price served nearly three years in the San Jose, California office and nearly five years in the , Pennsylvania office. Mr. Price has been a certified public accountant (currently inactive) since 2000 and attended Pennsylvania State University, where he earned a Bachelor’s of Science Degree in Accounting.

James Byrne, Chief Marketing Officer Mr. Byrne is a veteran of arena sports marketing. Immediately prior to joining the Company in 2017, he operated a boutique marketing consultancy in with clients Saatchi & Saatchi, Penn State University and SONY Pictures Classics. Previously he served as CMO of Glory Sports International Pte Ltd. d/b/a Glory Kickboxing, headquartered in from 2012 to 2014. From 2002 to 2014, Byrne served as Executive Consultant to , LLC d/b/a Ultimate Fighting Championship advising ownership of media opportunities, joint ventures and marketing partnerships. Byrne also oversaw the "Attitude Era" at World Wrestling Entertainment (WWE - an NYSE listed company) from 1999-2001, and guided the company through a highly-visible public offering. Byrne's career prior includes a concentration in televised offerings at Carsey- Werner (Roseanne, Cosby, That 70s Show), The Walt Disney Company and Interpublic Group (IPG - an NYSE listed company). He holds a BA from Georgetown University.

Jason Robinett, Chief Technology Officer

Prior to joining the Company in 2016, Mr. Robinett served in a variety of leadership positions within the technology industry in addition to his role as VP of Operations for Combat Games MMA promotion. From 2008 to 2015, Mr. Robinett served as Chief Information Security Officer and later as Director of Technology Services for Watermark Estate Management Services, a private entity which oversees many of Bill Gates' personal and family matters where he was responsible for the establishment of a variety of security controls and technologies used to ensure highly available services on a global scale. From 2000 to 2008, Mr. Robinett held a variety of positions including Director of Information Security/Chief Information Security Officer for Expedia, Inc, (EXPE – a Nasdaq listed company) where he created the company’s global information security organization. From 1997 to 2000, Mr. Robinett was a founding member of 4sure.com, an online computer hardware retailer which was acquired by Office Depot in late

2000 to provide their ecommerce platform. He holds a BS in Information Technology with a focus on Information Security from Washington Governors University.

Burt A. Watson, Executive Vice President, Operations

Mr. Watson began his decades long career in boxing and MMA as business manager to the legendary “Smokin” Joe Frazier where he handled all aspects of administrative support from contract negotiations and personal appearances to television interviews and public relations. As one of the industry’s most sought after event coordinators, Mr. Watson has worked with boxing greats Muhammad Ali, Larry Holmes, George Foreman, Ken Norton, Mike Tyson and Oscar De La Hoya. As an independent site coordinator Mr. Watson has assisted some of boxing’s most notable promoters, including Don King, Lou Duva, Frank Warren Sports of , and Univision. In 2001, Mr. Watson began his career in MMA when UFC President recruited Mr. Watson to the UFC. During his tenure at the UFC from 2001 until 2015, Mr. Watson served as event and athlete relations coordinator. With extensive television relations, Mr. Watson has organized championship fights and boxing events on such networks as ESPN, Showtime, HBO, CBS and ABC.

Joseph Gamberale

Mr. Gamberale, 51, has served a director since our formation in February 2015. Mr. Gamberale serves as the chairman of our compensation committee and a member of our audit and nominating committees. Prior to founding Alliance, Mr. Gamberale was the founder and managing member of Ivy Equity Investors, LLC, a New York-based private investment firm launched in 2014. From 2011 to 2014, Mr. Gamberale was a private investor. In 2001, Mr. Gamberale co-founded Centurion Capital Hedge Fund, a multi-strategy investment firm which he actively managed until his retirement in 2011. From 1996 through 2001, Mr. Gamberale oversaw the Athletes and Entertainers Private Client Group at Merrill Lynch where he advised clients on a wide spectrum of securities and industries, particularly involving roll-up transactions in fragmented businesses. From 1991 to 1996, Mr. Gamberale was a financial advisor at Solomon Smith Barney. Mr. Gamberale is a member of the Central Park Conservatory, Columbus Citizens Foundation, and Grand Havana Room and politically active in supporting numerous charitable organizations. Mr. Gamberale is a graduate of Rutgers University. The Board believes that Mr. Gamberale is qualified to serve as a director because of his extensive experience as an executive in the financial services industry, particularly as such experience relates to roll-up transactions.

Renzo Gracie

Mr. Gracie, 48, serves as a director. One of the true martial arts legends, is a Jiu- Jitsu black belt from the famous . Born in Rio de Janeiro, , Mr. Gracie is the grandson of Gracie Jiu Jitsu founder and son of 9th Dan BJJ black belt , brother to Ralph and . Like most men in the Gracie family, Renzo started training Jiu Jitsu as an infant. He had formal instruction from many of the Gracie patriarchs, but two of his biggest influences were the legendary Rolls Gracie and Carlos Gracie Jr. (the man who later awarded him his black belt). Mr. Gracie has won numerous competitions, the most prestigious being the Combat Club (ADCC), in which he is a two-time champion. Mr. Gracie’s name is also synonymous with Vale-Tudo, the famous “no holds barred” style of fighting in Brazil that is credited with originating modern MMA. Mr. Gracie has fought all over the world for organizations such as Pride FC and the UFC. Mr. Gracie pioneered Brazilian Jiu- Jitsu in America in the 1990’s when he founded in , one of the cornerstones of Brazilian Jiu-Jitsu in America. Mr. Gracie is recognized as one of the sports best teachers and mentors. With his signature combination of charisma and intelligence, Mr. Gracie has guided students such as a former UFC Champion, a ten- times Jiu Jitsu world champion, John Danaher the Jiu-Jitsu Coach to UFC Champions Georges St-Pierre and , Shawn Williams, and to black belt. The Board believes that Mr. Gracie is qualified to serve as a director because of his substantial experience in the MMA industry.

Mark Shefts

Mr. Shefts, 58, serves as a director and chairman of our audit committee and a member of our compensation committee. Since 2004, Mr. Shefts has served as the Chief Executive Officer of The Rushcap Group, Inc., a privately held investment and consulting firm. Since 2005, Mr. Shefts has served as a Trustee of The Onyx & Breezy Foundation, a non-profit organization. Previously, Mr. Shefts was the Director, President and co-owner of All-Tech Investment Group Inc., from 1987 to 2001, and Domestic Securities, Inc., from 1993 to 2011, each an SEC-registered broker dealer. Mr. Shefts has previously owned seats on both the New York Stock Exchange and the Chicago Stock Exchange. Mr. Shefts has been an arbitrator for the American Arbitration Association and FINRA Dispute Resolution, Inc. with an area of specialization in the field of financial services. Mr. Shefts holds FINRA Series 7, 24 and 63 licenses and a Series 27 qualification as a Financial and Operations Principal. Mr. Shefts is also certified as Financial Services Auditor and a Certified Fraud Examiner. Mr. Shefts has been a Director, EVP & Chief Financial officer of Arbor Entech Corp. and Solar Products Sun-Tank, Inc., each a publicly traded company. Mr. Shefts holds a BS in accounting from College of The City University of New York. The Board believes that Mr. Shefts is qualified to serve as a director because of his substantial experience as an executive in the financial services industry and his experience as an officer and director of several private and public companies.

Joel D. Tracy

Mr. Tracy, 55, serves as a director and a member of our audit and nominating committees. Mr. Tracy has been self-employed as a Certified Public Accountant since 1989, specializing in tax and estate planning for high net worth individuals. From 2004 to 2016, Mr. Tracy was the managing member of ABT Realty, LLC, a privately held real estate company. From 2008 to 2016, Mr. Tracy was the managing member of Vista Bridge Associates, LLC, a privately held company lending money for personal injury settlements. Previously, from 1980 to 2000, Mr. Tracy was the President of Auto-Rite Supply Company, Inc., a family owned auto parts store chain. He has been involved in various local and community organizations including the American Institute of Certified Public Accountants and Optimists International, a not-for-profit organization for children. Mr. Tracy holds a Bachelor of Science in Commerce from Rider College, Lawrenceville, New Jersey. The Board of Directors believe that Mr. Tracy is qualified to serve as a director because of his substantial experience as an accountant and financial services professional and his experience as an officer and director of several private and public companies.

Revenue FY15 1Q17 2Q17E 3Q17E 4Q17E FY17E 1Q18E 2Q18E 3Q18E 4Q18 FY18 FY19E UFC Revenue 600,000,000 198375000 198375000 198375000 198375000 793,500,000 228131250 228131250 228131250 228131250 912,525,000 1,049,403,750 AMMA's market penetration wrt. UFC revenue 0.38% 0.45% 0.55% 0.70% 0.52% 0.75% 0.95% 0.98% 1.20% 0.97% 1.60% Total Revenue AMMA 754,830 892,688 1,091,063 1,388,625 4,127,205 1,710,984 2,167,247 2,235,686 2,737,575 8,851,493 16,790,460 Cost of revenue 470,572 535,613 632,816 805,403 2,444,403 769,943 975,261 894,275 958,151 3,597,630 6,716,184 Gross profit 284,258 357,075 458,246 583,223 1,682,802 941,041 1,191,986 1,341,412 1,779,424 5,253,863 10,074,276 Operating expenses: Professional and consulting fees 428,288 89,269 109,106 138,863 765,526 171,098 216,725 223,569 273,758 885,149 1,679,046 General and administrative 1,323,000 1,294,397 1,363,828 1,388,625 5,369,850 1,454,337 1,733,798 1,900,333 2,190,060 7,278,528 11,753,322 EBITDA (1,467,030) (1,026,591) (1,014,688) (944,265) (4,452,574) (684,394) (758,536) (782,490) (684,394) (2,909,814) (3,358,092) Non-cash charges 860,025 925,808 968,079 1,015,617 3,769,529 1,046,293 1,078,492 1,112,301 1,147,835 4,384,922 5,042,660 Total operating expenses 2,611,313 2,309,474 2,441,014 2,543,104 9,904,905 2,671,728 3,029,014 3,236,203 3,611,653 12,548,598 13,437,890 Loss from operations (2,327,055) (1,952,399) (1,982,767) (1,959,882) (8,222,103) (1,730,687) (1,837,028) (1,894,792) (1,832,229) (7,294,736) (3,363,614) Other expense 399 0 0 0 0 0 0 0 0 0 Loss before provision for income taxes (2,326,656) (1,952,399) (1,982,767) (1,959,882) (8,222,103) (1,730,687) (1,837,028) (1,894,792) (1,832,229) (7,294,736) (3,363,614) Provision for income taxes 0 0 0 0 0 0 0 0 0 0 Net loss (2,326,656) (1,952,399) (1,982,767) (1,959,882) (8,222,103) (1,730,687) (1,837,028) (1,894,792) (1,832,229) (7,294,736) (3,363,614) Net loss per share, basic and diluted (0.25) (0.19) (0.17) (0.15) (0.74) (0.13) (0.13) (0.13) (0.12) (0.50) (0.19) Weighted average shares used to compute net loss per share, basic and diluted 9,344,226 10,278,649 11,820,446 13,002,490 11,111,453 13,652,615 14,335,246 15,052,008 15,804,608 14,711,119 18,175,300 18.91% 32.40% YoY Revenue Growth QoQ Revenue Growth 18.26% 22.22% 27.27% 23.21% 26.67% 30.67% 26.32% Gross Margin 37.66% 40.00% 42.00% 42.00% 40.77% 55.00% 55.00% 60.00% 65.00% 59.36% 60.00% Operating Margin 345.95% 258.71% 223.73% 183.14% 239.99% 156.15% 139.76% 144.75% 131.93% 141.77% 80.03% G&A % of Rev 175.27% 145.00% 125.00% 100.00% 130.11% 85.00% 80.00% 85.00% 80.00% 82.23% 70.00% P&C % of Rev 56.74% 10.00% 10.00% 10.00% 18.55% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00%

Table 3: Income Statement

4Q16 4Q17E 4Q18E 4Q19E ASSETS Current assets: Cash 4,678,473 3,051,103 3,158,347 3,437,016 Accounts receivable 8,450 412,721 708,119 1,007,428 Prepaid expenses 134,852 214,738 285,729 402,971 Total current assets 4,821,775 3,678,562 4,152,195 4,847,415

Property and equipment, net 122,312 207,609 351,081 403,744 Intangible assets, net 5,780,213 7,147,914 7,497,239 8621825 Goodwill 3,271,815 4,600,256 4,979,465 5,477,411 TOTAL ASSETS 13,996,115 15,634,340 16,979,980 19,350,395 1,638,225 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities 284,361 2,144,945 3,528,392 6,044,566 Short-term notes payable 530,051 4,784,178 2,500,000 Total current liabilities 284,361 2,674,996 8,312,570 8,544,566 TOTAL LIABILITIES 284,361 2,674,996 8,312,570 8,544,566

Stockholders' Equity: Common stock 9,022 13,002 15,805 18,175 Additional paid-in capital 18,248,582 25,714,295 28,714,295 34,213,956 Accumulated deficit (4,545,850) (12,767,953) (20,062,689) (23,426,302) TOTAL STOCKHOLDERS’ EQUITY 13,711,754 12,959,344 8,667,411 10,805,829 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 13,996,115 15,634,340 16,979,980 19,350,395

Table 4: Balance Sheet

1Q17 FY17E FY18E FY19 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss (2,369,833) (8,222,103) (7,294,736) (3,363,614) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 319,729 1,483,862 1,925,924 2,214,813 Amortization of acquired intangibles 517,376 2,212,614 2,356,781 2,710,298 Depreciation of fixed assets 22,920 73,053 102,216 117,549

Changes in operating assets and liabilities: Accounts receivable (190,123) (404,271) (295,399) (299,308) Prepaid expenses 18,386 (79,886) (70,991) (117,242) Accounts payable and accrued liabilities 424,922 1,860,584 1,383,447 2,516,174 Net cash used in operating activities (1,256,623) (3,076,147) (1,892,756) 3,778,669

PurchaseCASH FLOWS of SuckerPunch FROM INVESTING ACTIVITIES: (357,500) Net cash used in investing activities (524,651) (2,300,000) (4,000,000) (6,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Equity Financing 5,000,000 3,000,000 2,000,000 Proceeds from note payable – related party — 530,051 3,000,000 500,000 Proceeds from issuance of common stock to founders — Net cash provided by financing activities 0 5,530,051 6,000,000 2,500,000

Net Increase in CASH (1,781,274) 153,904 107,244 278,669 Cash and cash equivalents, beginning of year 4,678,473 2,897,199 3,051,103 3,158,347 Cash and cash equivalents, end of year 2,897,199 3,051,103 3,158,347 3,437,016

Table 5: Cash Flow Statement

Additional Information

Auditor: Friedman, LLP Company Website

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Company Contact Info: Jim Platek Director, Investor Relations Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, NY 10022 mailto:[email protected]