Private Placement Offering Memorandum for Bidorium LLC

“A Crowdsourcing Software Framework for Quantifying the Built Environment.”

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. CONFIDENTIAL (OMR119-0601 Bidorium Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC TABLE OF CONTENTS Table of Contents

Executive Summary...... 5 Overview ...... 5 Financial Highlights ...... 5 Capital Raise ...... 5 Return on Investment ...... 6 Frequently Asked Questions...... 7 1. How does Bidorium make money? ...... 7 2. What are the Project-Based Fees and Subscription Fees? ...... 7 3. What is Bidorium’s value proposition?...... 7 4. What about future competition? ...... 7 5. What is the exit strategy? ...... 7 6. What is the timeline for initial ROI and revenue sharing? ...... 7 7. Will Bidorium provide profit and loss reports? How Often? ...... 7 8. What’s the minimum reservation? ...... 7 9. What are the unit values? ...... 7 10. Will my equity be diluted? ...... 8 11. What happens to my equity after Capital contribution is returned? ...... 8 12. How are Capital contribution & Preferred Return payments calculated? ...... 8 13. How are royalty payments calculated? ...... 8 14. What rate of return is anticipated? ...... 8 15. Who has fiduciary responsibility for the funds and disbursements? ...... 8 16. How will Bidorium use the funds raised in the seed round? ...... 8 17. What is the breakdown of expenses? ...... 8 Situation Review ...... 9 Market Opportunity ...... 9 Current Situation ...... 9 Current Movement ...... 9 Bidorium’s Solution ...... 9 Product-Brief ...... 10 PLANEBIM™ ...... 10 PB Modell™ ...... 10 PB Preis™ ...... 10 PB Dash™ ...... 10 Benefits ...... 11 Bidorium’s Impact on the Industry ...... 11 1. Transforms Bid-Solicitation Process without Disruption ...... 11 2. Increases Bidding Capacity by an Order of Magnitude ...... 11 3. Reduces Contractor Overhead Costs ...... 11 Value Proposition ...... 12 Bidorium’s Benefits to Stakeholders ...... 12 1. Creates Additional Revenue for Architects (Hosts) ...... 12 2. Increases Contractor Revenue ...... 12 3. Increases Preconstruction Throughput ...... 12

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 2 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC TABLE OF CONTENTS

Business Model ...... 13 Revenue Sources ...... 13 Collaboration Room ...... 13 Bid Room Hosting ...... 13 Modell U...... 13 Market Segmentation & Targeting ...... 14 Market Research Overview ...... 14 Market Brief ...... 14 Advertising and Promotion ...... 16 Marketing Objective ...... 16 Pre-launch Blog Posts...... 16 Pre-launch Webinar Demo ...... 16 Post-launch Marketing ...... 16 Marketing Priorities ...... 17 Stratification ...... 17 Adoption & Growth Strategy ...... 18 Adoption Model ...... 18 Logistic Growth Model ...... 18 Implementation Strategy ...... 19 Ramp Model ...... 19 Sales Strategy ...... 20 Pricing Model ...... 20 Revenue Goals ...... 20 Dependencies and Risks ...... 21 Crowdsourcing ...... 21 Achieving Customer Ramp & Mix ...... 21 Navigating Key Milestones ...... 22 Changing Customer Perceptions ...... 22 Adopting New Technology ...... 22 Exit Strategy ...... 23 Business ...... 23 Treatment of Cash on Hand ...... 23 Divestiture ...... 23 Strategic or Financial Buyer? ...... 23 Glossary ...... 24 Appendix ...... 31 A: Projected ROI Payments...... 31 B: Start-Up Expenses with Cash Flow – Fiscal Year 0 (in thousands) ...... 32 C: Income Projection Statement with Cash Flow – Fiscal Year 1 (in thousands) ...... 33 D: Income Projection Statement with Cash Flow – Fiscal Year 2 (in thousands) ...... 34 E: Income Projection Statement with Cash Flow – Fiscal Year 3 (in thousands) ...... 35 F: Income Projection Statement with Cash Flow – Fiscal Year 4 (in thousands) ...... 36

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 3 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC TABLE OF CONTENTS G: Income Projection Statement with Cash Flow – Fiscal Year 5 (in thousands) ...... 37 H: Capitalization Table...... 38 I: Building, Developing, and General Contracting ...... 39 Municipal Building Construction (NAICS 23622b) ...... 39 Commercial Building Construction (NAICS 23622a) ...... 39 Apartment & Condominium Construction (NAICS 23611b) ...... 39 Housing Developers (NAICS 23611c) ...... 40 Home Builders (NAICS 23611a) ...... 40 Residential Remodeling (NAICS 23611d) ...... 40 Commercial Property Remodeling (NAICS 23622c) ...... 41 J: Specialty Trade Contractors ...... 42 Finish Carpenters (NAICS 238350) ...... 42 Concrete Contractors (NAICS 238110)...... 42 Demolition & Wrecking (NAICS 238910b) ...... 42 Drywall & Insulation Installers (NAICS 238310) ...... 42 Electricians (NAICS 238210) ...... 43 Elevator Installation & Service (NAICS 238290) ...... 43 Excavation Contractors (NAICS 238910a) ...... 43 Fence Construction (NAICS 238990c) ...... 43 Flooring Installers (NAICS 238330) ...... 44 Glass & Glazing Contractors (NAICS 238150) ...... 44 Heating & Air-Conditioning Contractors (NAICS 238220a) ...... 44 Masonry (NAICS 238140) ...... 44 Painters (NAICS 238320) ...... 45 Paving Contractors (NAICS 238990a) ...... 45 Plumbers (NAICS 238220b) ...... 45 Roofing Contractors (NAICS 238160) ...... 45 Steel Framing & Reinforcing Concrete (NAICS 238120) ...... 46 Tile Installers (NAICS 238340) ...... 46 Water & Sewer Line Construction (NAICS 237110) ...... 46 Wood Framing (NAICS 238130) ...... 46 K: Building Material and Supplies Dealers ...... 47 Home Improvement Stores (NAICS 444110) ...... 47 Lumber & Building Material Stores (NAICS 444190) ...... 47 Paint Stores (NAICS 444120) ...... 47 Hardware Stores (NAICS 444130) ...... 47 L: Design & Construction Management Services ...... 48 Architects (NAICS 541310) ...... 48 Engineering Services (NAICS 541330)...... 48 Construction Project Management Services (NAICS 541611c) ...... 48 M: About Autodesk ...... 49

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 4 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Executive Summary

Overview The most significant factor impacting a bidding contractor’s revenue growth rate is their ability to increase their volume of project bids. Project owners, on the other hand, are often faced with inconsistent measurements across contractors and errors in individual contractor bids which typically result in significant budget overruns. The process of construction bidding often requires weeks of individual effort. Collectively, a single bid solicitation can involve months of headcount cost across contractors and owners’ staff with the result being a pool of inconsistent, inaccurate, and/or inflated final offers. Additionally, supply houses currently have no means of independently participating in the bidding process. Flawed bids and uncompetitive supplier pricing consistently lead to project budget overruns and reduced margins. Bidorium’s cloud-based parametric modeling software provides (1) increased bidding capacity to contractors, and (2) accurate and consistent bid responses to project owners. Contractors will experience increased revenue and projects will be more often completed within expected budgets.

Financial Highlights Chart 1. Financial Overview

Net Sales projected to exceed $27 million (81.2% Contribution Margin) by end of fiscal year 2. Sales for fiscal years 3 and 4 projected to reach $152 and $356 million, respectively.

(See Appendices B-F—Income Projection Statements)

Capital Raise Bidorium LLC is currently seeking $2.1 million in seed funding to implement our eight- point plan (described in FAQ #16). Summary terms are described in Table 1. Table 1. Summary Investment Terms 1 Capital contribution & Non-Equity Bridge Loan Seed Round (Class 1B Preferred Units) Preferred Return projected to be A. Investment $178,000 $2.1MM repaid by end of fiscal year 3. B. Unit Value N.A. $8.00/unit 2 10% of revenue royalty C. Equity N.A. 6.56% payments to be distributed D. Timeframe N.A. June 1 through December 31, 2019 monthly to investors by their E. Est. Initial ROI Timeline N.A. 42-48 mos. equity percentage. F. Preferred Return Rate N.A. 7% G. Capital & Preferred Return N.A. 7% of Monthly Revenue 1 Payments H. Royalty Payments N.A. 10% of Revenue 2

(See Appendix H—Capitalization Table)

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 5 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC EXECUTIVE SUMMARY Return on Investment As a result of our thorough market research and in-depth empirical study, we are confident in Bidorium’s products, pricing, and go-to-market strategy. Therefore, we are confident that the $2.1 million in seed funding is sufficient to execute our eight-point plan, and with projected revenue, future product and market growth. As such, we are offering seed investors two creative initial return instruments—capital contribution and Preferred Return repayment as a percent of revenue; and royalty payments that begin to accrue concurrent with the start of revenue charging (M10 of FY1), and continue after capital contribution and Preferred Return have been repaid. The two 2-axis charts below describe the Preferred Return & Royalty ROI and the equity ROI. The Preferred Return & Royalty ROI chart graphs the capital contribution & Preferred Return (darker bars), royalties (lighter bars), and the ROI percentage (line graph) over 5 years. Chart 2. Capital Contribution & Preferred Return and Royalty ROI

Capital & Preferred Return refunded by FY3. FY4: 184.4% Revenue ROI. 1HFY5: 305.7% Revenue ROI.

Total 5-year projected payment is $8.5 million (includes repayment of Seed $2.1 million investment).

The equity ROI chart graphs the projected EBITDAM end of year run rate (darker bars), valuation (lighter bars), and the ROI as a percentage (line graph) for 4-year and 5-year exit strategies. Chart 3. Equity ROI

FY3 and FY4 exit strategies would yield >1380% equity ROI and >3276% equity ROI, respectively after the debt .

(See Appendices B-F—Income Projection Statements)

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 6 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC EXECUTIVE SUMMARY Frequently Asked Questions

1. How does Bidorium make money? Bidorium will have two primary revenue streams: Project-Based Fees & Subscription Fees.

2. What are the Project-Based Fees and Subscription Fees? Bidorium’s Project-Based Fee of 1% of a project value allows architects to “host” projects with Bidorium. This fee grants architects the ability to generate project quantities and create bid rooms to solicit and manage proposals from prime contractors. Prime contractors will pay a per transaction fee to participate in the bid room and will be able to create collaboration rooms to solicit pricing from trade contractors. Trade contractors will pay either an annual subscription or a per transaction fee to have their pricing published and managed by Bidorium which enables them to participate in collaboration rooms and to be solicited by other primes.

3. What is Bidorium’s value proposition? Bidorium’s products (1) create a new revenue source for architects which increases their profit by up to 60%; (2) increase contractors’ bidding capacity by an order of magnitude resulting in significant increases in revenue; (3) reduce estimating costs by up to 85%; (4) streamline the bid-solicitation process into a fraction of its time; and (5) allow specialty trade contractors and suppliers to publish their pricing schedules.

4. What about future competition? Bidorium’s trade secret technology and subsequent patent protection could ensure Bidorium a competition-free marketspace for decades. However, to accelerate market growth, Bidorium’s strategy is to invite competition by eventually licensing its technology.

5. What is the exit strategy? The long-play is the core technology which can be applied to other industries. The proposed exit strategy is to (a) spin-off Bidorium’s “consumer-facing” business by 1HFY5 splitting the proceeds to all investors; and (b) retain the core technology and license its usage. Investors will have the opportunity at divestiture to cash out completely or cash out only the spin-off while retaining equity in the core technology business.

6. What is the timeline for initial ROI and revenue sharing? Capital contribution & Preferred Return payments and Royalty revenue sharing accrue with the start of revenue charging. Repayment is projected to be complete in 42-48 months.

7. Will Bidorium provide profit and loss reports? How Often? Quarterly P&L, cashflow, and capitalization table reports will be provided after seed round.

8. What’s the minimum reservation? The minimum reservation is $10,000 USD. Seed investors will receive Class 1B Preferred Units which sit atop the capitalization table alongside pre-seed Class 1 Preferred Units. Seed investors must meet Security and Exchange Commission’s Qualified Investor standard to participate.

9. What are the unit values? The debt distribution waterfall and unit values are as follows: First ...... Class 1, 1B, & 1C Preferred Units recorded at $4, $8 & $0 USD, respectively Second ...... Class A Preferred Units recorded at $10.00 USD Third ...... Class B Restricted Units recorded at $10.00 USD N/A ...... Common Units recorded at $0.00 USD. © 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 7 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC EXECUTIVE SUMMARY

10. Will my equity be diluted? No. A unitholder’s equity is determined by the number of units “held” divided by the number of units “outstanding.” Bidorium has recorded its total number of units outstanding including unissued allocations (4,000,000 units total). Future issuance of units will come from this existing unissued allocation to prevent dilution.

11. What happens to my equity after Capital contribution is returned? Class 1 and Class 1B Preferred Unitholders will retain their equity share even after their investment has been returned through Capital contribution and Preferred Return payments.

12. How are Capital contribution & Preferred Return payments calculated? Bidorium offers to pre-seed investors (Class 1 Preferred) and seed investors (Class 1B Preferred) an early repayment of Capital contribution and Preferred Return. The total capital raised across pre-seed and seed rounds is $2.67 million. Investors will receive their proportion of 7% of all Bidorium’s revenue until their Capital contribution and Preferred Return has been repaid. (See Appendix A—Projected ROI Payments.)

13. How are royalty payments calculated? In addition to unit equity, investors will receive proportional monthly royalty payments of 10% of Bidorium’s revenue until the projected 5-year exit. An investor's proportional monthly royalty payment is the product of their equity percentage of total Bidorium units and 10% of Bidorium’s revenue for that month. (See Appendix A—Projected ROI Payments).

14. What rate of return is anticipated? 3.5X EBITDAM Run Rate ...... $1 billion projected valuation Unit Share ROI ...... 3276.3% (current market cap $32 million) Revenue ROI ...... 305.7% projected by 1HFY5

15. Who has fiduciary responsibility for the funds and disbursements? Michael Wright, Chairman & CEO, Bidorium LLC.

16. How will Bidorium use the funds raised in the seed round? Bidorium will use the funds to (a) complete core development; (b) develop cloud-hosted user portals; (c) file for intellectual property protection; (d) begin controlled launch / beta- test; (e) continue investing in the product development roadmap; (f) finance a 5-year marketing campaign to scale 2.2% of our market; (g) acquire sales talent to scale adoption of early majority user groups in targeted market segments; and (h) retire outstanding debt.

17. What is the breakdown of expenses? Expense Percent Operations & Management 42% Debt Retirement 11% Core SW & UI Development 4% Cash Reserve 17% Customer Support 17% Sales, Marketing, & Trade Shows 7% Legal & Intellectual Property 2% Total 100%

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 8 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Situation Review

Market Opportunity Construction contract bidding is a highly competitive process that lacks consistency and transparency. Invariably during this process, both owner-representatives and bidding contractors are guarded and suspicious. On one hand, contractors are mostly concerned with exposure of scope and quantity omissions. So as a protective measure, they often inflate final pricing. On the other hand, owner-representatives, given financial constraints and misaligned expectations, are concerned with obtaining the most competitive pricing and accurate bid submissions. So, they often engage in price negotiations, as an exploratory tactic, without a quantifiable basis. The entire process and subsequent awards are often less than optimal given this dichotomy. Our targeted market segment represents $762 billion in construction procurement that is brokered by a bid acquisition process that is inefficient, full of distrust, and often fails to meet budget expectations.

Current Situation The common deliverable in all bid responses is a quantity survey or takeoff. Quantity surveying is the process where contractors independently interpret construction drawings and manually scope the line items to be priced. Currently, contractors spend weeks manually developing their estimates and then use traditional estimating software programs, or in many cases, custom spreadsheets to organize and tabulate quantity takeoffs. While most contractors do use some form of software to produce their final bid submissions, each bid remains a manifestation of their individual interpretation; and these interpretations are, more often than not, adversely affected by lack of time. Upon being awarded the bid, contractors seek out suppliers of their choosing who may or may not offer best pricing. In many instances, lack of time drives the utilization of familiar suppliers.

Current Movement For more than two decades, think-tank leaders in the architecture, engineering, and construction (AEC) industry have been advocating standards that facilitate generating and maintaining single project data sources. Also referred to as Building Information Models (BIM), these data sources would eliminate the need for individual quantity surveying and provide a living framework that could be shared across all phases of a projects lifecycle from feasibility to decommissioning. Computer-aided design and drafting (CADD) vendors, such as Autodesk (see Appendix H), MicroStation, Vectorworks, ArchiCAD, Tekla, and DS Catia, were first to move and self-define this space by introducing new 3-D geometric drawing software that embed building information. These solutions, however, lack the ability to embed the necessary asset context to enable data interoperability with post-design project processes. Further, they require architects and engineers to migrate from their traditional 2-D drawing programs. Due to high switching costs and the steep learning curve, this migration is lagging. Bidorium’s solution takes advantage of the opportunity to bridge this gap and create an eco-system that profits from the gains in BIM model interoperability across project phases.

Bidorium’s Solution After years of empirical research, examination, and development, Bidorium is scheduled to introduce an intuitive modeling software framework that allows architects and engineers to generate and maintain quantity surveying data for owner-representatives and bidding contractors while permitting them to continue to use their existing CADD software. Bidorium’s software framework extends to contractors and suppliers allowing them to independently maintain and publish their price schedules. Bidorium’s crowdsourcing framework leverages our core technology to create a complete ecosystem to bring owners, architects, contractors and suppliers together to reduce waste, improve transparency and increase user revenue.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 9 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Product-Brief

PLANEBIM™ Bidorium, LLC is a distinctive software solutions provider for the construction industry. We are confident that Bidorium’s crowdsourcing software framework will transform the competitive bidding and procurement process for construction. Bidorium introduces a suite of solutions that finally actualizes current research in Building Information Modeling (BIM), specifically the bidding and procurement process. Bidorium is focused on providing the capability to reduce the cost of estimating. These reductions are based on Bidorium’s provision of a parametric data model (per project) which serves as a single quantity source driving elimination of redundancy in the production of quantity takeoffs, reduction in quantity inaccuracies, and an 85% reduction in estimating effort. The reduction in estimating effort allows for an order of magnitude increased bid capacity for contractors and suppliers. Bidorium’s software solutions will increase confidence in bids, allow for greater transparency between contractors and owners, reduce contractor overhead cost, and promote greater competition in supplier pricing. The ingenuity of Bidorium’s software suite is that it will engage all members of the construction bidding process as stakeholders in driving accuracy in the quantity model. Bid evaluations can then be primarily focused on pricing, technical capabilities, and past performances. Bidorium’s solutions will have a transparent crowdsourcing framework that is reliable and easy to use, removing ambiguity from the bidding process and allowing access to real-time project data. Bidorium’s investment in developing a proprietary knowledge fabric has enabled the creation of the most accurate, efficient, and holistic software solution to enter the construction industry in decades. Our family of game-changing, cloud-based solutions for the AEC industry acutely addresses the inconsistency, lack of transparency, and redundancy in construction bidding. PLANEBIM™ is the software fabric that connects our modeling portal, PB Modell™; our pricing portal, PB Preis™; and our dashboard portal, PB Dash™. These cloud-based portals have unique functionality for (1) architects, engineers, and cost estimators, (2) prime contractors, specialty trade contractors, and suppliers, and (3) owner-representatives.

PB Modell™ Modell (pronounced “Mo-del”) is our cloud-based portal for designers (architects and Modell is a programmatic engineers) and cost estimators that creates parametric quantity models. This solution software solution that creates provides designers and cost estimators with a resource to offer revenue generating services parametric quantity models. to their clients—owner and/or representatives. Services include conceptual estimating, budget estimating, and detailed quantity modeling.

PB Preis™ Preis (pronounced “Price”) is our cloud-based portal for offerors—prime contractors, specialty trade contractors, and suppliers, that securely stores private pricing data and rate schedules for offerors. This solution seamlessly interfaces with Modell in that an offeror need only “Select, Check, and Submit” their bids eliminating up to 85% of their effort. Their private price values or rate schedules are applied automatically. The uniqueness of this portal is that “everybody plays,” i.e. specialty trade contractors and suppliers are permitted to solicit the bidding community of prime contractors by publishing their labor, equipment, and material rate schedules.

PB Dash™ Dash is our cloud-based portal for project owner-representatives to manage and award Dash is a software solution solicitation participants. Dash is a software solution that creates a true bid-room for that gives owners visibility offerors that is totally seamless with Modell and Preis giving owner-representatives into the bidding process. complete visibility into the entire bidding process.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 10 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Benefits

Bidorium’s Impact on the Industry

1. Transforms Bid-Solicitation Process without Disruption The AEC industry consists of stakeholders that are well entrenched in their methods and processes. Most high-tech solution providers focus on markets with minimum-to-no switching costs because of the disruptive nature of introducing new technology. Any discontinuous innovations would be an unnatural fit for and a difficult sell to the construction industry (see also Current Situation). Bidorium provides a bridge to the benefits of BIM with easy to use navigational apps, portals, and dashboards so that its solutions integrate seamlessly with users’ existing tools and processes.

2. Increases Bidding Capacity by an Order of Magnitude Contractors build things. However, a significant amount of their effort is spent responding to bid-solicitations. The current process listed in Table 2 describes the individual hours invested by contractors per bid broken down by process categories for projects up to $500,000. Contracting firms are clearly limited in the volume of their bid participation given the time requirements. Bidorium eliminates up to 85% of this effort, thus enabling contractors to increase their bid response capacity by an order of magnitude which results in a significant increase in revenue. Table 2 below illustrates this categorical elimination. Table 2. Side-by-side Comparison of Time Spent Estimating (Example Project Size: $500,000) Using Current Process1 Contractor Using Bidorium 1 Smith, D. K., “The Future of Scoping 10% 4 — — Estimating using BIM”, Quantity Surveying 40% 16 — — buildingSMART Alliance™, Extensions & Documentation 15% 6 — — January 22, 2009. 2 Reflects empirical data. Also Unit Pricing 10% 4 33-50% 2-4 reflected is data for $0.1, $3 General Conditions and O&P 10% 4 — — and $30 million sized Escalations & Contingencies 5% 2 — — projects. Reviewing & Checking 5% 2 50-67% 4 Scheduling 5% 2 — — Total HCT Hours2 100% 40 100% 6-8

As depicted in the table above, the bidding effort of contractors using Bidorium is reduced from 40 HCT hours to 6-8 HCT hours by eliminating six of eight process categories.

3. Reduces Contractor Overhead Costs Individual hours spent per contractor firm only represent a fraction of the aggregate effort. Table 3 describes the magnitude of this effort. Table 3. Current Aggregate Effort Invested by Typical Bidding Community for $500,000 project size

3 Collective trade coverage Using Current Process Using Bidorium 4 Opportunity cost at Primary Bidding Contractors 10 10 $42/hr. reflects bidding by Trade Contractor Bidding Clusters3 5 5 trade professionals. Aggregate Hours 600 90 5 Opportunity cost at Aggregate Bidding Costs $25,2004 $3,7804 $29/hr. reflects firms having cost engineers on staff. Bidding Cost as a % of Project 5.0% 0.76%

Bidding costs factor into determining total price. Given the statistics above, a fair share win ratio for prime contractors is 1:10 which implies, for example to win a $500,000 project, a prime contractor would have invested $25,200, or 5%, in project overhead which included 9 of 10 unsuccessful bid attempts. Bidorium’s solutions reduces the aggregate hours spent to 90, thus enabling bidding contractors to return better value to solicitors. Early adopters will enjoy a better win-ratio given the ability to offer lower pricing. © 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 11 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Value Proposition

Bidorium’s Benefits to Stakeholders

1. Creates Additional Revenue for Architects (Hosts) Depending on project size, architects may charge 8.8-14.8% of a project’s cost for their 1 The Royal Architectural services.1 After deducting fixed and variable costs, architects take home approximately Institute of Canada, “A Guide 1.6% of the project’s cost as profit. Bidorium creates a new opportunity for additional to Determining Appropriate architect profit by hosting client projects in bid rooms to facilitate estimation and prime Fees for the Services of an contractor selection. Through Bidorium’s product suite, architects can offer additional Architect”, 2009. value to their existing clients by creating project quantity models, generating price estimates based on historical data, and ultimately managing the contractor bid-selection process. Architects may charge their clients an additional 2% of the projects’ cost to host their projects with Bidorium. For this fee, the architects can provide their clients with detailed estimates, forums for negotiating pricing from prime contractors, and security that the resulting final bid selection using Bidorium’s quantity takeoff may be successfully performed with a reduced contingency percentage. After paying Bidorium a 1% hosting fee, the architect’s profit would increase by over 60% from 1.6% to 2.6% of their projects’ cost.

2. Increases Contractor Revenue

2 Moody’s Analytics, While Bidorium theoretically offers contractors unlimited revenue potential, a firm’s infrastructure, namely production capacity, constrains revenue growth. Since typical U.S. “Economic Indicators”, 2 September 2017. businesses operate only at 75.98% capacity utilization , Bidorium enables contractor firms to immediately close their utilization gap and turn the excess capacity into 31.61% (i.e. 1/0.7598 – 1) more revenue. Table 4 illustrates the resulting increased revenue capacity for three examples of contractor firms of varied sizes and with different win ratios. Table 4. Contractor Revenue Examples (in millions) Win Current Current Bid Revenue at New Bid 3 31.61% increase in revenue Ratio Revenue Level Capacity3 Level capacity with Bidorium Contractor 1 1:4 $60.0 $240.0 $79.0 $316.0 without any increase in Contractor 2 1:10 $18.0 $180.0 $23.7 $237.0 personnel. Contractor 3 1:13 $2.4 $31.2 $3.2 $41.6

Mathematically, revenue capacity is the quotient of current revenue and capacity utilization, e.g. $18.0MM / 75.98% = $23.7MM. Given the examples in the table above, additional revenue gains could be realized by redirecting the excess aggregate bidding costs (see Table 4) to an investment in production capacity. In the example of contractor 2, Bidorium’s efficiencies would save $765,000 (85% of the current $900,000 spent on estimates) which could be used to boost production further.

3. Increases Preconstruction Throughput Current construction project workflows lack integrated handoff points. Each downstream process must interpret and replicate the intentions of the delivering process—architects must interpret cost constraints of owner-representatives; prime contractors must interpret drawing plans and details of architects; specialty trade contractors must interpret scope of work being requested by prime contractors; and suppliers are left hanging in the balance. This preconstruction handoff process is decades old and artificially adds weeks and often months to the award decision date. Bidorium significantly increases preconstruction throughput by streamlining the process through its bid-collaboration rooms converting months to weeks and weeks to days.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 12 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC BUSINESS MODEL Business Model

Revenue Sources Transforming the bidding process requires incentives for all stakeholders—owner- representatives, architects and engineers, cost estimators, contractors, and suppliers. Bidorium’s symbiotic product suite offers solutions to provide seamless project-level collaboration and benefits, between and to stakeholders. Our solutions are (a) collaboration rooms and (b) hosted bid rooms. Bidorium’s solutions generate revenue that are based on per-project and transaction fee (with subscription option) revenue models. The table below enumerates each revenue source and their benefits, pricing basis, and unit revenue. Table 5. Solutions and Benefits

1 General contractor Solution Our Customer Benefits Pricing Basis Our Revenue $2001,3 Collaboration Room Unlimited bidding capacity Per Transaction Fee transaction fee per project. $202 2 Specialty trade contractor transaction fee per project. Bid Room Hosting 60% additional profit for hosts % of Project 1% Annual subscription fee for trade contractor is $1,440. Collaboration Room 3 Annual subscription for Project collaboration rooms provide a private space for prime contractors to solicit prime contractors will be specialty trade contractors and suppliers to formulate bid responses to Bidorium’s hosted considered as demand bid room solicitations or to external solicitations. Preis allows specialty trade contractors dictates. and suppliers to maintain their rate schedule in a private pricing portal that can be easily published to a prime contractor’s collaboration room.

Bid Room Hosting

Bid room hosting provides a Project hosted bid rooms provide seamless collaboration between all stakeholders of the means for hosts to achieve bidding process and offer hosts a means of achieving up to 60% more profit. As host, a 60% more profit, and a means designer or estimator would use Modell to publish and maintain a project quantity model for owners to reduce for the bid solicitation as a value-added service. This seamless and transparent contingency by 50%. collaboration could result in as much as 50% project contingency reduction. Bidorium’s fee to hosts for a bid room is 1.0% of the project cost. In turn, hosts could charge a suggested 1.0% value-added fee resulting in a combined 2.0% fee to owners. Hosts can increase or decrease this value-added fee as desired.

Modell U. Becoming a certified Modell quantity modeler requires successful completion of a curriculum of online instructional modules. Instructional content is also available for Preis subscribers. Education and training is expected to become a future revenue source.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 13 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Market Segmentation & Targeting

Market Research Overview While projects in the construction industry share common benchmarks—design, solicit, bid, award, build, maintain, and decommission—the industry is too large to tackle with a single marketing and growth strategy. Utilizing market research from a leading publisher of business intelligence (IBIS World) to determine market size, market analysis, past performances, market share trends, customer preferences, and customer behaviors has given us insight to identify specific needs and to deliver more focused and effective marketing messages.

Market Brief The North American Industry Classification System (NAICS, pronounced “nakes”) is a comprehensive classification system that categorizes industries based on the similarity of their production processes. There are 20 sectors and 1,057 U.S. industry segments classified in the 2017 NAICS. We have targeted seven U.S. market segments representing 1.5 million architects, contractors and estimators: (1) Municipal Building Construction (2) Commercial Building Construction (3) Apartment & Condominium Construction (4) Housing Developers (5) Home Builders (6) Residential Remodeling (7) Commercial Property Remodeling (See Appendix I: Building, Developing, and General Contracting.) In addition, we have targeted 20 functional segments (see Appendix J: Specialty Trade Contractors) and four industry suppliers (see Appendix K: Building Material and Supplies Dealers) whose revenues, large in part, compose our targeted market segments. Finally, we have targeted three support segments (see Appendix L: Design & Construction Management Services) and have identified their serviceable addressable market size. The current U.S. Census data shows 2017’s spending on construction was $1.25 trillion1. This represents our total addressable market (TAM). Bidorium’s seven target market segments focus the total addressable market to $762 billion (see Appendix H). The weighted average spend on estimates by the construction industry is 3.2% of the $762B which yields Bidorium’s serviceable addressable market (SAM) as $24.4 billion. This is 1 2017 U.S. Census Report, the opportunity for Bidorium’s product suite to deliver solutions that are less expensive, “https://www.census.gov/con faster, and more comprehensive than current estimating practices. struction/c30/c30index.html” To provide an incentive for adoption, Bidorium’s pricing model has been set to undercut the existing $24.4 billion cost for estimates. Scaling our entire SAM would result in reducing the estimating cost from $24.4 billion to $14 billion returning a savings of over $10 billion to the market. Charts 4 and 5 illustrate the total addressable market, serviceable addressable market, and Bidorium’s FY4 revenue target. Bidorium plans to penetrate 2.2% of the users in our serviceable addressable market over 5 years which yields a $1 billion valuation.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 14 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC MARKET SEGMENTATION & TARGETING

Chart 4. Bidorium’s Market Opportunity1, 2, 3

1 $1.25T TAM reflects 2017 U.S. construction market. 2 Of this, $762B is spent across Bidorium’s seven targeted market segments. 3 The seven targeted markets currently spend $24.4B on estimating.

Chart 5. Bidorium’s Serviceable Addressable Market Breakdown1, 2, 3

1 Bidorium projects FY4 revenue of $0.3B. 2 Bidorium’s pricing model undercuts existing $24.4B estimate expenses by $10.4B. 3 Bidorium’s remaining growth opportunity is $13.7B.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 15 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Advertising and Promotion

Marketing Objective We will execute an advertising and promotion campaign that delivers awareness of our solutions prior to product launch, then continually execute on-going promotional campaigns to build, nurture and convert leads to paying customers. Promotional campaigns will consist of strategically delivered email, blog, social media, and industry forum discussions. Our advertising and promotional strategy will commence months prior to the completion of development, with a goal of delivering product interests that gets converted into pre- market trial participation. The pre-market trial (beta-test) will serve as a market validation trial and yield market launch paid customers. The primary tasks involved in our advertising and promotional strategy include the following.

Pre-launch Blog Posts We will develop two blog posts that will be hosted on our web-site for site visitors to read. The first blog will highlight best practices of architects and engineers to assure that their clients receive consistent bids from their developed construction documents. This blog will be targeted to the architectural and engineering community. The second blog post will highlight the estimating process and quantify the effort (or percentage of time) expended in delivering quotes as part of the bid process from the interpretation of architectural construction documents. This blog post is targeted to the cost estimation and contractor community. Visitors to our site will be required to submit their name, company name and email address to get access to the blog material. The goal of each of these blog posts is to introduce Bidorium to our target communities and to generate an initial list of leads of which we can convert to pre-market trial participants and ultimately nurture into early-adopters at product launch.

Pre-launch Webinar Demo A recorded pre-launch webinar demo will be held, with the initial invite list to include the list of names acquired from the pre-launch blog posts. The webinar will include a live demo of the beta product along with a live Q&A session with participants. Participants will be required to sign in, thus allowing us to capture their name, company and email address information. This will allow us to determine new entries into our list and segment new additions from existing list members. Additionally, we will be able to determine which of these participants attended live. By recording the webinar, we will also be able to track views of the webinar by people who originally signed up but did not attend the live session. Finally, the recording can also be viewed by anyone later after registering to view the recording. The webinar serves as additional content that we can leverage to not only spread the word of Bidorium and its value to our target community, but also to continue to build our list of interest for further nurturing and ultimate conversions.

Post-launch Marketing Our website will serve as the hub for all our marketing channels. Various channels will be used to engage the attention of potential customers and draw them to our website for additional information. Once at our site, the potential customer has the ability to explore information at their pace and it gives them the opportunity to communicate with us directly. We will maintain analytics on all our marketing efforts to effectively measure the success of each channel and each campaign. We will consistently modify our tactics to take advantage of what works well and stop doing what is not working.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 16 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Marketing Priorities

Stratification Our seven targeted market segments are Municipal Building Construction (MB), Commercial Building Construction (CB), Apartment & Condominium Construction (AC), Housing Developers (HD), Home Builders (HB), Residential Remodeling (RR), and Commercial Property Remodeling (CR). Table 6 illustrates our engagement priority. Table 6. NAICS Code and Market Segment Cross-References

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 17 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Adoption & Growth Strategy

Adoption Model Our targeted market segments consist of over 1.5 million construction firms, architectural firms, engineering firms, management consulting firms, and suppliers whose products and services represent a $762 billion subset of the total addressable market (TAM). Of this $762 billion, $24.4 billion is currently spent on estimating. This is our serviceable addressable market (SAM). Given Bidorium’s product pricing, if we scaled 100% of the $762 billion market, we could earn $14 billion per year. Our long-term goal is to scale 4.4% (weighted average) of our targeted customers. Bidorium’s adoption focus is on the general contractor population which out performs the other customer segments. Therefore, we project our 10-year annual opportunity to be $1.6 billion across 66,000 customers. Our market penetration targets were derived from our economic model using the technology adoption lifecycle and the logistic growth curve as two of its inputs. The psychographic profiling and targets are described in Table 7. Table 7. Adoption Group Distributions, 10-Year Carrying Capacity, and 5-Year Penetration Projections Adoption Group Distribution 5-Year Projection Carrying Capacity Innovators 2.5% 10.9% 15% Early Adopters 13.5% 9.6% 15% Early Majority 34% 1.2% 3% Late Majority 34% 0.8% 3% Laggards (not in plan) 16% — — Weighted Total 100% 2.2% 4.4% Robust sensitivity tests were used within our economic model to independently generate Carrying Capacity (K): our quarter over quarter ramp factors (see Ramp Model) for each adoption group. As a Reflects the scalability limits result, a 5-year penetration projection of 2.2% (weighted average) was derived which of our customer reach. encompasses scaling 47,000 users, resulting in a $68.7 million revenue run rate, monthly.

Logistic Growth Model Our economic model has four logistic curves with two carrying capacities—15% for early market users (innovators and early adopters) and 3% for mainstream users (early and late majorities). These penetration targets are constrained by the coverage limitation of our 5- year marketing plan. In other words, a marketing plan with greater market coverage would result in increased carrying capacities, and as such, would yield an extended and more aggressive growth period. Chart 6 projects our long-term outlook with the growth formula (first published by Pierre Verhulst, 1845) described in the margin notes. Chart 6. Projected Long-Term Growth with Limited Marketing Coverage

The process in determining the carrying capacities for our model involved first identifying Bidorium’s saturation points and subsequently scaling them back to provide a minimum basis to support our earnings goal. Lowering the weighted carrying capacity from our achievable target (23%) to our minimum basis (4.4%) yields a higher probability for success. © 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 18 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Implementation Strategy

Ramp Model Our ramp model phases adoption by progressively scaling the groups in four quarter stages. Each group is scaled according to their ramp factors derived from our logistic growth model. Table 8 defines these ramp factors and illustrates the staggered stages. Table 8. 5-Year Ramp Factors by Adoption Group

Q 1 Q 2 Q 3 Q 4 Q 5 Q 6 Q 7 Q 8 Q 9 Q 10 Q 11 Q 12 Q 13 Q 14 Q 15 Q 16 Innovators Early Adopters Early Majority Late Majority .002 .003 .004 .004 .006

.002 .003 .003 .003 .004 .005 .006 .007 .009 .005 .007 .009 .011 .014 .018 .024 .030 .037 .045 .054 .065 .075 .005 .006 .008 .010 .015 .016 .020 .025 .031 .038 .046 .055 .064 .073 .083 .093

Chart 7 and Chart 8 graphically illustrate the ramp factors defined in Table 8 (by adoption groups across market segments) for transaction and hosting fees, respectively. Chart 7. 5-Year Transactional Ramp Model

Transactional Ramp Model (5-year market penetration)

Innovators: 5,495 Early Adopters: 26,045 Early Majority: 8,187 Late Majority: 5,422

Chart 8. 5-Year Ramp Model

Hosting Ramp Model (5-year market penetration)

Innovators: 291 Early Adopters: 1,230 Early Majority: 333 Late Majority: 191

Scaling innovator and early adopter groups will give us traction and afford us “friendly user” interactions on early software releases. Our 5-year penetration projections for these groups are 10.9% and 9.6%, respectively. The early majority while open to new ideas are more conservative and rely on success stories before making any decisions. Therefore, we believe that scaling the first two adoption groups will produce the requisite references, thus enabling adoption across the proverbial “chasm” (the divide between early adopter and early majority groups). Our 5-year penetration projection for the early majority is 1.2%. While more difficult to scale, adoption by the late majority (no matter how small) demonstrates a truly diverse user base. Our 5-year penetration projection for the late majority is 0.8%.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 19 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Sales Strategy

Pricing Model There are three drivers in our economic ramp model that influence revenue: (1) user adoption (see Adoption Model), (2) transactions per user, and (3) cost per transaction. Bidding pool sizes vary, and as such, contractor firms win their fair share. Given our empirical data, a pool size of twelve (or more) is typical. Therefore, a contracting firm’s “fair share” ratio could be 1:12 (or higher) which implies that winning once in a two-month span would require responding to six bid solicitations per month (240 headcount hours per month). Our primary value proposition to contractors is “increased revenue through increased bidding capacity.” So naturally, we expect adopters (contractors) to increase their current bidding levels. As such, we have set the “transactions per user” in our ramp model to ten per month (60-80 headcount hours effort), noting that a contractor’s performance capacity may restrict their ability to increase higher. Given the contractor’s win ratio, this bidding capacity increase could result in 66.7% more revenue while spending 4-times less effort bidding (e.g. two-month capacity increase from 12 bid responses to 20 while headcount effort decreases from 480 hours to 120-160 hours). Our pricing strategy is “to leverage our crowdsourcing content to provide low-cost solutions.” This strategy encourages a high volume of transactions. Our proposed transaction fees for general contractors and specialty trade contractors are $199.99 and $19.99 respectively. Unlimited access annual subscription packages will be made available for trade contractors priced at $1,440.

Revenue Goals The two charts below forecast 5-year and 10-year sales which reflect market penetration projections of 2.2% and 4.4%, respectively. The bar graphs illustrate the transactions and revenue by adoption groups across all markets. Chart 9. 5-Year Sales Ramp Forecast (aggregates adoption rates of Charts 5 & 6)

5-year market penetration: 2.2% weighted projection

Innovators: 10.9% Early Adopters: 9.6% Early Majority: 1.2% Late Majority: 0.8%

Chart 10. Out-years Sales Forecast

10-year market penetration: 4.4% weighted target

Innovators: 15.0% Early Adopters: 15.0% Early Majority: 3.0% Late Majority: 3.0%

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 20 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Dependencies and Risks

Crowdsourcing Attracting a sufficient base of hosts initially to Bidorium is a risk. Crowdsourcing is the lifeblood of our business model, thus attracting a broad set of bid room hosts is vital to our success. These hosts must represent a cross-section of trade and market segment experiences. As such, we are primarily targeting architectural and engineering firms to make up the initial base of hosts. We believe that the additional income stream that hosts receive through Bidorium would attract a more than sufficient crowdsourcing pool. If not, general contractors would at times be burdened with building their project model instances (normally provided by hosts) which would be a less attractive value proposition likely resulting in slower adoption.

Achieving Customer Ramp & Mix Bidorium’s ability to ramp customers on our projected timeline is a risk. Achieving our target valuation is critical to our exit strategy and accomplishing this is dependent on attracting and retaining customers each quarter after launch according to our growth plan. Further being able to ramp the appropriate mix of customers at the right time to match our solution’s maturity level is a risk. Adhering to our adoption strategy and ramp plan is a must. One of our challenges will likely be to avoid improperly categorizing and prematurely scaling users. A deviation from our adoption strategy and ramp plan would likely result in a lower revenue projection. Chart 11 and Chart 12 illustrate the projected revenue mix for Q18 and Q36, respectively. Chart 11. Q18 Projected Revenue Mix

Chart 12. Q36 Projected Revenue Mix Q36 Revenue Mix (by adoption groups, across all market segments)

Innovators 23.0% 8.4% Early Adopters Early Majority Late Majority 23.0% 45.5%

Initial: ______

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 21 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC DEPENDENCIES AND RISKS Navigating Key Milestones The success of our adoption strategy and ramp plan requires careful navigation of three critical early milestones— (1) beta-testing completion, (2) scaling initial phase of innovators, and (3) crossing the chasm to the mainstream markets. The importance of the first milestone is to gain traction and iterate on early product releases. Innovators are typically technical and find and/or tolerate work-arounds to known problems. However, early adopters expect “ready-for-primetime” functionality and are the most likely to rate their experience (favorable or unfavorable). Therefore, to successfully achieve the second milestone, we must incentivize innovators to give feedback (no work-arounds) which could result in a product release ready for early adopters. An unstable product release would likely result in slower adoption by early adopters. Further scaling of adoption groups requires managing the social media buzz from early adopters. Therefore, to successfully achieve the third milestone, an overall positive review is required. Mixed reviews would likely result in slower adoption by mainstream markets. A deviation from our customer ramp volume or our targeted psychographic ramp order could delay achieving the company’s target valuation, which in turn could result in a lower ROI.

Changing Customer Perceptions Educating customers to the benefits and value of Bidorium’s solution is a risk. Bidorium’s perceived value is dependent on customers grasping the impact that improving the estimation/bidding process has on their overall revenue and profitability. These same customers may require a shift in their thinking to come to this realization before they see value in paying the project or subscription fees for Bidorium’s service. Inability to educate customers to see the value in Bidorium’s solution could delay our customer ramp.

Adopting New Technology Contractor resistance to new technology is a risk. The construction industry has historically been slow to adopt technology. If Bidorium’s interface to it’s artificial intelligence engine is not intuitive enough, adoption by prime and trade contractors in the early majority and late majority groups may be delayed.

Initial: ______

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 22 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Exit Strategy

Business Valuation Our company (Bidorium, LLC) will consist of five primary assets—(1) its customer base, (2) its pricing portals, (3) its application software, (4) its proprietary core software, and (5) its cash on hand. Items 1-3 will contribute to the company’s valuation. The basis of our preliminary valuation is projected EBITDAM which takes into account the cost of an external licensing agreement for the core software. While we have elected to use a modest factor of 3.5X as our early-stage multiplier to project valuation, it should be noted that other comparable companies have used much higher multipliers. Our most aggressive growth period includes fiscal years 4 through 7, and as such, exiting early during our growth (i.e. 1HFY5) makes for a highly attractive value to the market. Chart 13 illustrates our growth forecasts for EBITDAM run-rates and valuation projections. Chart 13. Earnings Growth Plan and Valuation Projections

Treatment of Cash on Hand Our cash on hand is a current asset that all unitholders are proportionally entitled. This asset maybe used in part to acquire other strategic assets (acquisition); to buyback equity share from unitholders (share repurchase); or to distribute earnings to unitholders (distribution).

Divestiture Increasing carrying capacity supports our primary objective of increasing unitholders’ value. We realize that our current carrying capacity (4.4% weighted average) only scratches the market’s surface. A path for supplementary, complementary, and competitive products and services must be paved to increase the carrying capacity which will extend the aggressive growth period. As such, we will divest and sell our “Bidorium-brand” and revenue stream (customer base, pricing portals, and application software) and spinoff a new company which will own the proprietary core software (“PLANEBIM-brand”, integrated development environment, and rules-based language and compiler). The new company through licensing agreements will become the “technology inside” for all category brands. Terms of the divestiture will be negotiated at exit. Unitholders will be permitted to either completely exit or divest their units.

Strategic or Financial Buyer? It depends. While our preliminary valuation is positioned for either a acquisition or an IPO, a strategic acquisition would likely mean a higher valuation. As we scale the supplier market segment, we look to appeal to major establishments like Home Depot as likely suitors. Big data players like Google Analytics could likely be interested given our big data play for construction. Other likely suitors include e-commercial players like eBay who could seamlessly integrate our bidding framework into their business model. © 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 23 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Glossary

2-D Building Information Model A geometric two-axis model consisting of x- and y- A shared knowledge resource for dimensions. information about a facility that provides a reliable basis for decisions 3-D during the facility’s lifecycle. A geometric three-axis model consisting of x-, y-, and z- dimensions. Buyback (Disambiguation) Investment: See Share Repurchase. Acquisition (Disambiguation) Investment: A financial transaction CADD where a company buys most, if not all, of another firm’s (Abbreviation) Computer-aided design and drafting. ownership stake to assume control and integrate, in part, to achieve economies of scale, greater market share, or Carrying Capacity The limit of the reachable market given a company’s increased synergy. capability. Also referred to as market saturation. AEC (Abbreviation) Architecture, Engineering, and CCI (Abbreviation) City Code Index. Construction. Chasm Affiliate (Disambiguation) Marketing: A term made popular by (Disambiguation) Bidorium: Person certified to publish Geoffrey Moore in his book “Crossing the Chasm.” content (i.e. project templates and project models) to the Represents the psychographic divide between early Modell Store. adopter and early majority adoption groups. Agile (Disambiguation) Software Development: City Code Index (Disambiguation) Construction: Defined by the first three Methodologies that promote disciplined digits of a zip code (e.g. 605--), and is used to adjust project management processes that geographical cost (material and labor) variations. encourages frequent inspections and adaptations, and a leadership philosophy that encourages Cloud teamwork, self-organization and accountability resulting (Disambiguation) Information Technology: Internet in rapid delivery of high-quality software, and a business paradigm that enables ubiquitous access to shared and approach that aligns development with customer needs programmable system resources and services that can be and company goals. rapidly provisioned with minimal effort. Architect CM Person engaged in planning and designing residential, (Abbreviation) Contribution Margin. institutional, leisure, commercial, and industrial buildings and structures by applying knowledge of design, Collaboration Room construction procedures, zoning regulations, building (Disambiguation) Bidorium: A private, cloud-based portal codes, and building materials. leased by a general contractor engaged in collaborating, preparing, and submitting proposals. BIM (Abbreviation) Building Information Modeling. Construction Specification Institute Organization responsible for defining Bid Room construction trade divisions. See Hosted Bid Room. Content Bid Solicitation (Disambiguation) Bidorium: Project elements, project The formal process of requesting quotes on upcoming templates, or project models published in the Modell work. Solicitation often requests technical proposal and Store to be accessed and reused by users for a fee. price proposal responses. Contractor Bot (Disambiguation) Construction: See General Contractor. (Disambiguation) Computer Science: (A common nickname for “software robot”) An automated tool that is Contribution Margin capable of fulfilling simple tasks using predetermined The gross profit per unit divided by the selling price per heuristics. unit. Cost Estimate (Disambiguation) Construction: An approximation of the cost of a project and identifiable component values.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 24 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC GLOSSARY

Cost Estimator EBITDAM (Disambiguation) Construction: Collects and analyzes (Abbreviation) Earnings before interest, taxes, data in order to estimate time, money, materials, and labor depreciation, amortization, and management fees. (A required to construct a building or related project. preferred measure in determining a company’s valuation.) Cost Plan Empirical Data (Disambiguation) Construction: Estimated costs A method of gaining knowledge by means of direct and determined during the design phase of a project and serve indirect observation or experience for the purpose of as a baseline to be compared with tendered offers. quantitative or qualitative analysis. Crowdsourcing Engineer A sourcing model in which Person engaged in applying physical laws and principles individuals collectively of engineering in the design, development, and utilization contribute to produce of machines, materials, instruments, structures, processes, content, services, or ideas. and systems. CSI Equity (Abbreviation) Construction Specification Institute. Proportional ownership of an asset. Dash Estimate (Disambiguation) Bidorium: A cloud-based portal (Disambiguation) Construction: See Cost Estimate. (dashboard) for owner-representatives to view, evaluate, and award bids. Extensibility (Disambiguation) Software Development: A systems Digital Workflow design principle where the implementation takes future (Disambiguation) Software: Execution and automation of growth into consideration. business processes where tasks, information or documents are passed from one participant to another for action, Framework (Disambiguation) Software: See Software Framework. according to a set of procedural rules. FY0 Disruptive Technology (Disambiguation) Bidorium: Fiscal year zero which Technology that displaces an represents the plan’s first year. No planned revenue. established technology and shakes up an industry; or a FY1 ground-breaking product (Disambiguation) Bidorium: Fiscal year one which that creates a completely represents the plan’s second year, and first year of sales. new industry. FY2 Distribution (Disambiguation) Bidorium: Fiscal year two which (Disambiguation) Investment: A company’s payment of represents the plan’s third year, and second year of sales. cash to its unitholders according to their equity share. FY3 Early Adopters (Disambiguation) Bidorium: Fiscal year three which (Disambiguation) Technology Adoption Lifecycle: The represents the plan’s fourth year, and third year of sales. second fastest category of individuals to adopt an innovation, and more discrete than the first group in their FY4 adoption choices. These individuals have the highest (Disambiguation) Bidorium: Fiscal year four which degree of opinion leadership among all adopter groups. represents the plan’s fifth year, and fourth year of sales. Early adopters represent 13.5% of all users. FY5 (Disambiguation) Bidorium: Fiscal year five which Early Majority (Disambiguation) Technology Adoption Lifecycle: These represents the plan’s sixth year outlook. individuals approach an innovation cautiously, and tend to FY6 rely on their social contact with early adopters as their (Disambiguation) Bidorium: Fiscal year six which validation before adopting an innovation. The early represents the plan’s seventh year outlook. majority seldom holds positions of opinion leadership. This group represents 34% of all users. FY7 (Disambiguation) Bidorium: Fiscal year seven which Early Markets represents the plan’s eighth year outlook. (Disambiguation) Technology Adoption Lifecycle: Innovators and Early Adopters. FY8 (Disambiguation) Bidorium: Fiscal year eight which represents the plan’s ninth year outlook.

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FY9 Laggards (Disambiguation) Bidorium: Fiscal year nine which (Disambiguation) Technology Adoption Lifecycle: These represents the plan’s tenth year outlook. individuals are the last to adopt an innovation, and tend to focus on traditions. Typically, only in contact with family General Contractor and close friends, and very little to no opinion leadership. Person or firm contractually responsible to the project Laggards represent 16% of all users. owner for performing work. Also known as primary contractor. Late Majority (Disambiguation) Technology Adoption Lifecycle: These Gross Profit individuals approach an innovation with a high degree of The selling price per unit minus the variable cost per unit. skepticism and after the early majority has given their Host validation. Typically, only in contact with other late (Disambiguation) Bidorium: Person who provides value- majority and very little opinion leadership. The late added services to project owners and bidding community majority group represents 34% of all users. by hosting bid room forums and developing (or Late Market repurposing) project models. (Disambiguation) Technology Adoption Lifecycle: Hosted Bid Room Laggards. (Disambiguation) Bidorium: A full-service, private cloud- Lease based forum with participants (invite-only or open) (Disambiguation) Bidorium: Access to, and single use of, engaged in submitting sealed-bids for hire. Full-service Modell content for a predetermined time and fee. includes developing (or repurposing) a project model, soliciting participants, collaborating responses, submitting Logistic Growth Curve proposals, and evaluating final offers. An S-shaped (sigmoid) curve that increase gradually at first, more Hosting Fee rapidly (exponentially) in the (Disambiguation) Bidorium: A per-use fee determined as middle, and slowly at the end, a percentage of estimated project cost. leveling off at a maximum value IDE (carrying capacity) after some (Abbreviation) Integrated Development Environment. period of time. IFC M-11 (Abbreviation) Industry Foundation Classes. (Disambiguation) Bidorium: Month minus eleven (-11) which represents the plan’s first month. Final Industry Foundation Classes development; no planned revenue. An open specification for BIM data that is exchanged and shared among the various M-10 participants in a building construction or (Disambiguation) Bidorium: Month minus ten (-10) facility management project. which represents the plan’s second month. Final development; no planned revenue. Innovators (Disambiguation) Technology Adoption Lifecycle: The M-9 first individuals to adopt an innovation. These individuals (Disambiguation) Bidorium: Month minus nine (-9) are willing to take (and able to afford) risks; are very which represents the plan’s third month. Final social; and have closest contact to scientific sources. development; no planned revenue. Innovators represent 2.5% of all users. M-8 Integrated Development Environment (Disambiguation) Bidorium: Month minus eight (-8) A software application that provides comprehensive which represents the plan’s fourth month. Final resources to programmers for software development. development; no planned revenue. IPO M-7 (Abbreviation) Initial . (Disambiguation) Bidorium: Month minus seven (-7) which represents the plan’s fifth month. Final Knowledge-Based System development; no planned revenue. A highly interconnected, unstructured ontology which M-6 contains objects that inherit and (Disambiguation) Bidorium: Month minus six (-6) which synthesize information with each other to solve complex represents the plan’s sixth month. Final development; no problems. planned revenue.

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M-5 M8 (Disambiguation) Bidorium: Month minus five (-5) which (Disambiguation) Bidorium: Month eight (8) which represents the plan’s seventh month. Final development; represents the plan’s twentieth month, and second month no planned revenue. of sales. M-4 M9 (Disambiguation) Bidorium: Month minus four (-4) (Disambiguation) Bidorium: Month nine (9) which which represents the plan’s eighth month. Final represents the plan’s twenty-first month, and third month development; no planned revenue. of sales. M-3 M10 (Disambiguation) Bidorium: Month minus three (-3) (Disambiguation) Bidorium: Month ten (10) which which represents the plan’s ninth month. Final represents the plan’s twenty-second month, and fourth development; no planned revenue. month of sales. M-2 M11 (Disambiguation) Bidorium: Month minus two (-2) which (Disambiguation) Bidorium: Month eleven (11) which represents the plan’s tenth month. Final development; no represents the plan’s twenty-third month, and fifth month planned revenue. of sales. M-1 M12 (Disambiguation) Bidorium: Month minus one (-1) which (Disambiguation) Bidorium: Month twelve (12) which represents the plan’s eleventh month. Final development; represents the plan’s twenty-fourth month, and sixth no planned revenue. month of sales. M0 Mainstream Markets (Disambiguation) Bidorium: Month zero (0) which (Disambiguation) Technology Adoption Lifecycle: Early represents the plan’s twelfth month. Final development; Majority and Late Majority. no planned revenue. Masterformat M1 A CSI classification system that provides a master list (Disambiguation) Bidorium: Month one (1) which (taxonomy) of divisions and sections to organize represents the plan’s thirteenth month. Beta-test; no information about construction requirements. (Restated planned revenue. as Omniclass Work Results.) M2 MM (Disambiguation) Bidorium: Month two (2) which (Roman Numeral) Thousand-Thousand or Million. represents the plan’s fourteenth month. Beta-test; no (Financial notation.) planned revenue. Model M3 (Disambiguation) Quantity: A system to determine the (Disambiguation) Bidorium: Month three (3) which numeric value of items. Economic/Growth: A system to represents the plan’s fifteenth month. Beta-test; no forecast things. planned revenue. Modell M4 (Disambiguation) Bidorium: Sounds like “mo-del” (Disambiguation) Bidorium: Month four (4) which (German); means model. A cloud-based portal for represents the plan’s sixteenth month. Beta-test; no designers to create project quantity models. planned revenue. NAICS M5 (Abbreviation) North American Industry Classification (Disambiguation) Bidorium: Month five (5) which System (pronounced “nakes.”) represents the plan’s seventeenth month. Beta-test; no planned revenue. O&P (Abbreviation) Overhead and Profit. M6 (Disambiguation) Bidorium: Month six (6) which Object (Disambiguation) Knowledge-Base System: A heritable represents the plan’s eighteenth month. Beta-test; no entity that defines properties, rules, and relationships. planned revenue. OCCS M7 (Abbreviation) Omniclass Construction Classification (Disambiguation) Bidorium: Month seven (7) which System. represents the plan’s nineteenth month, and first month of sales.

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Offering Memorandum Project Cost Model A legal document that states the objectives, risks, and (Disambiguation) Bidorium: Represents a contractor’s terms of an investment involved with a private placement. cost schedule derived from the project’s quantity model. Offeror Project Quantity Model (Disambiguation) Construction: See General Contractor. (Disambiguation) Bidorium: Project instance developed from project templates, and used as a reliable resource for Omniclass estimating a project’s cost. A classification system for the construction industry. Project Template (Disambiguation) Bidorium: An aggregation of project Ontology elements and their relationships used to develop project (Disambiguation) Computer Science: A formal naming quantity models. and definition of types, properties, and unlimited interrelationships between entities, and has superior Proposal inferencing support due to relational expressiveness. (Disambiguation) Price: Amount of the offer. Technical: Firm’s capabilities, related experiences, and references. Outstanding Shares A tally of all company units currently held by all its Psychographics unitholders, including restricted units owned by the A quantitative methodology used to described consumers company’s officers and insiders. by demographic and psychological attributes. Owner Publish (Disambiguation) Construction: See Owner- (Disambiguation) Bidorium: To make available either Representative. modeling (Modell) content or pricing (Preis) schedules for estimating cost. Owner-Representative Person, organization, or representative requesting Q-3 (soliciting) work to be performed. (Disambiguation) Bidorium: Quarter minus three (-3) which represents the plan’s first quarter. Final Parametric development, no planned revenue. Term used to describe a technique to determine an outcome by accepting input values. Q-2 (Disambiguation) Bidorium: Quarter minus two (-2) Parametric Quantity Model which represents the plan’s second quarter. Final A programmable set of objects with properties, rules, and development, no planned revenue. relationships. Q-1 Plane (Disambiguation) Bidorium: Quarter minus one (-1) (Disambiguation) Geometry: A flat, two-dimensional which represents the plan’s third quarter. Final surface consisting of two axes (usually x- and y- development, no planned revenue. dimensions) with an implied extrusion axis (usually z- dimension). Q0 (Disambiguation) Bidorium: Quarter zero which PPM represents the plan’s fourth quarter. Final development, (Abbreviation) Private Placement Memorandum. no planned revenue. Preis Q1 (Disambiguation) Bidorium: Sounds like “price” (Disambiguation) Bidorium: Quarter one which (German); means price. A cloud-based portal for represents the plan’s fifth quarter. Beta-test; no planned contractors and suppliers to securely store their pricing revenue. data and rate schedules. Q2 Prime Contractor (Disambiguation) Bidorium: Quarter two which See General Contractor. represents the plan’s sixth quarter. Beta-test; no planned Principle revenue. Cash investment in Bidorium. Q3 Private Placement Memorandum (Disambiguation) Bidorium: Quarter three which See Offering Memorandum. represents the plan’s seventh quarter, and first quarter of sales. Project Elements (Disambiguation) Bidorium: Primary building blocks (foundation, framing, covering, spaces, etc.) used to develop project templates.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 28 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC GLOSSARY

Q18 Schedule of Rates (Disambiguation) Bidorium: Quarter eighteen which (Disambiguation) Construction: A detailed cost list represents the plan’s twenty-second quarter, and sixteenth providing a breakdown (material, labor, O&P) of a quarter of sales. supplier’s or contractor’s products and services. Q36 Scrum (Disambiguation) Bidorium: Quarter thirty-six which (Disambiguation) Software Development: A lightweight represents the plan’s fortieth quarter, and thirty-fourth agile process framework (consisting of roles, artifacts, quarter sales outlook. time boxes, and sprints) to manage complex software development using iterative and incremental practices. QTO (Abbreviation) Quantity Take-Off. Serviceable Addressable Market A term used to reference the part of the total addressable Quantity Model market that can be fulfilled by a company’s products and (Disambiguation) Bidorium: See Project Quantity Model. services. Quantity Survey Share Repurchase See Quantity Take-Off. The process of a company buying back its shares from Quantity Take-Off investors to reduce the number of outstanding shares A detailed measurement of material, labor, and equipment which results in an increased relative ownership stake for needed to complete a construction project. each remaining investor. Repurpose Software Framework (Disambiguation) Bidorium: To adapt an existing model An extensible software environment that provides from a prior client’s project to create a new client’s generic, reusable functionality that can be selectively project. changed by additional user-written code to provide application-specific functionality. Residuals (Disambiguation) Bidorium: Income received by affiliates Software License Agreement through the leasing of their content. An agreement that grants the licensee (end-user) permission to use one or more copies of software in ways Return on Investment where such use would otherwise potentially constitute Usually describes either interest return or equity return. copyright infringement of the software owner’s exclusive RFI rights under copyright law. (Abbreviation) Request for information. Solicitation ROI (Disambiguation) Construction: See Bid Solicitation. (Abbreviation) Return on investment. Solicitor Royalty (Disambiguation) Construction: See Owner- Money paid as a percentage of revenue (or unit per Representative. transaction). Specialty Trade Contractor RR Person or firm who performs specific functions involved (Abbreviation) Run-Rate. in building construction or other related activities usually as the subcontractor (i.e. under contract with the prime RTU contractor and not the owner). (Abbreviation) Right to use. Subcontractor Rules-Based Language See Specialty Trade Contractor. A software language that defines and constrains its objects with rules. Subscription Agreement An agreement by the issuing company to sell a given Run-Rate number of shares to an investor at a certain price, and an An annualized amount determined by the ending period’s agreement by the investor to pay that price. value. Subscription Fee SAM (Disambiguation) Bidorium: An annual price for (Abbreviation) Serviceable Addressable Market. unlimited transactions. Scale Supplier (Disambiguation) Economics: Adding customers at a (Disambiguation) Construction: Person or establishment rapid rate while adding resources at an incremental rate. who sells building materials, tools, hardware, and related supplies.

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 29 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC GLOSSARY

Sustaining Technology A technology that relies on incremental improvements to an already established technology. TAM (Abbreviation) Total Addressable Market. Taxonomy (Disambiguation) Classification: A hierarchical structure. Technology Adoption Lifecycle A sociological model that describes the adoption or acceptance of a new product or innovation according to psychographic characteristics of defined adopter groups. These groups are identified as “early markets” (innovators and early adopters), “mainstream markets” (early and late majorities), and “late market” (laggards). Tender (Disambiguation) Construction: A contractual price submission made by a prospective contractor in response to an invitation to bid on a project. Total Addressable Market A term used to reference the total revenue opportunity available for all products and services in a market. Trade (Disambiguation) Construction: Skill category defined by both NAICS and CSI. Transaction Fee (Disambiguation) Bidorium: A per-use fee determined by a preset amount. Uniformat A CSI classification system that provides an organized list (taxonomy) of major components common to most buildings. (Restated as Omniclass Elements.) USD (Abbreviation) U.S. Dollar. WBS (Abbreviation) Work Breakdown Schedule. Work Breakdown Schedule A key project deliverable that organizes the team’s work into manageable sections (hierarchical decomposition of work).

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 30 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC Appendix

A: Projected ROI Payments

Total Bidorium Units Outstanding 4,000,000 My Class 1B Investment $2,100,000 My Class 1B Units Purchased (@ $8.00/unit) 8 262,500 My Bidorium Equity % 6.56%

Projected 1HFY5 Valuation (using a 3.5 EBITDAM multiplier) 4 $1,080,285,846 Remaining Preferred Capital $12,000,000 Projected Capital for Equity Distribution $1,068,285,846 Projected 1HFY5 Unit Value $267

My Capital Investment & Preferred Return $2,393,031 My Royalties $6,125,590 My Projected Cash Out $70,106,259 My Total (ROI=3,644%) 36 $78,624,880 Projected Capital Investment & Preferred Return Repayment Schedule

Q1 Q2 Q3 Q4 Totals FY0 $ - $ - $ - $ - $ - FY1 $ - $ - $ - $ 137,555 $ 137,555 FY2 $ 258,098 $ 340,622 $ 439,254 $ 634,824 $ 1,672,798 FY3 $ 582,679 $ - $ - $ - $ 582,679 FY4 $ - $ - $ - $ - $ - FY5 $ - $ - $ - Grand Total $ 2,393,031 Projected Royalties Payout Schedule Q1 Q2 Q3 Q4 Totals FY0 $ - $ - $ - $ - $ - FY1 $ - $ - $ - $ 24,410 $ 24,410 FY2 $ 33,596 $ 43,647 $ 56,124 $ 84,591 $ 217,958 FY3 $ 166,944 $ 214,383 $ 264,286 $ 352,014 $ 997,627 FY4 $ 437,608 $ 529,110 $ 629,696 $ 742,039 $ 2,338,453 FY5 $ 1,192,684 $ 1,354,458 $ 2,547,143 Grand Total $ 6,125,590 Projected Total ROI Payout Schedule Q1 Q2 Q3 Q4 Totals FY0 $ - $ - $ - $ - $ - FY1 $ - $ - $ - $ 161,964 $ 161,964 FY2 $ 291,694 $ 384,269 $ 495,378 $ 719,414 $ 1,890,756 FY3 $ 749,623 $ 214,383 $ 264,286 $ 352,014 $ 1,580,306 FY4 $ 437,608 $ 529,110 $ 629,696 $ 742,039 $ 2,338,453 FY5 $ 1,192,684 $ 71,460,717 $ 72,653,401 Grand Total $ 78,624,880

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 31 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC

B: Start-Up Expenses with Cash Flow – Fiscal Year 0 (in thousands) (Final Phase Development and Beta-Test)

# (in thousands) FY0 M-11 M-10 M-9 M-8 M-7 M-6 M-5 M-4 M-3 M-2 M-1 M0 1 Operating Expenses: 2 Salaries 294 9 9 9 13 13 13 13 43 43 43 43 43 3 Payroll Tax Expense 34 1 1 2 3 3 3 3 4 4 4 4 4 4 Employee Benefits 119 ------24 24 24 24 24 5 Professional Services 131 1 - 11 11 11 11 11 15 16 15 14 16 6 Travel 3 ------1 1 1 1 1 7 Advertising & Promotions 5 ------2 2 2 - - 8 Tradeshows ------9 Dues & Subscriptions 6 ------1 1 1 1 1 10 Artwork & Multimedia 19 ------6 6 6 - - 11 Software, Services & Equipment 7 0 0 1 0 0 0 0 1 1 1 1 1 12 Rent, Communications & Utilities 2 - - - 0 0 0 0 0 0 0 0 0 13 4 ------1 1 1 1 1 14 Office Supplies & Expense 2 0 0 0 0 0 0 0 0 0 0 0 0 15 Other Expenses 24 - - 1 1 1 1 1 4 4 4 4 4 16 17 Total Operating Expenses 650 10 10 24 28 28 29 28 102 102 102 92 94 18 19 Beginning Cash 15 15 133 123 99 71 305 276 247 2,068 1,965 1,864 1,772 20 Cash Flow from Operations (650) (10) (10) (24) (28) (28) (29) (28) (102) (102) (102) (92) (94) 21 Change in Net Working Capital 2,314 129 - - - 263 - - 1,922 - - - - 22 Due to Net Receiveables ------23 Due to Bridge Note (249) (71) ------(178) - - - - 24 Due to Class 1 463 200 - - - 263 ------25 Due to Class 1B 2,100 ------2,100 - - - - 26 Capital Expenditures ------27 28 Total Cash Used (Increase) (1,664) (119) 10 24 28 (234) 29 28 (1,820) 102 102 92 94 29 Ending Cash 1,678 133 123 99 71 305 276 247 2,068 1,965 1,864 1,772 1,678

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C: Income Projection Statement with Cash Flow – Fiscal Year 1 (in thousands) (Innovators—Includes 2-Month Pilot Period, 7-Month Freemium Trial Period, and General Availability Sales Ramp)

# (in thousands) FY1 M1 M2 M3 M4 M5 M6 M7 M8 M9 M10 M11 M12 1 Revenues: Column1 Column2 Column3 Column4 Column5 Column6 Column7 Column8 Column9 Column10 Column11 Column12 2 Total Software RTU Revenues 3,720 ------1,240 1,240 1,240 3 Subscription Fees 3,693 ------1,231 1,231 1,231 4 Project-Based Fees 26 ------9 9 9 5 6 Total Software RTU Costs (699) ------(233) (233) (233) 7 Sales Commissions (223) ------(74) (74) (74) 8 Credit Card Processing (104) ------(35) (35) (35) 9 Software Licensing (372) ------(124) (124) (124) 10 11 Total Estimated Net Sales 3,020 ------1,007 1,007 1,007 12 Total Contribution Margin % 81.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 81.2% 81.2% 81.2% 13 14 Operating Expenses: 15 Salaries 572 43 43 43 47 47 47 47 47 52 52 52 52 16 Payroll Tax Expense 53 4 4 4 4 4 4 4 4 5 5 5 5 17 Employee Benefits 134 9 9 9 11 11 11 11 11 13 13 13 13 18 Professional Services 1,153 39 39 40 39 39 51 60 60 60 175 249 302 19 Travel 96 2 2 2 9 8 8 9 10 10 13 12 12 20 Advertising & Promotions 51 ------26 26 21 Tradeshows 34 34 ------22 Dues & Subscriptions 5 5 ------23 Artwork & Multimedia ------24 Software, Services & Equipment 33 2 2 2 3 3 3 3 3 3 3 4 4 25 Rent, Communications & Utilities 51 1 1 1 5 4 4 5 5 5 6 7 7 26 Insurance 12 1 1 1 1 1 1 1 1 1 1 1 1 27 Office Supplies & Expense 9 0 0 0 0 0 0 0 0 0 2 2 2 28 Other Expenses 152 6 4 4 5 5 5 6 6 6 27 37 42 29 30 Total Operating Expenses 2,356 145 105 105 125 123 134 146 147 155 298 407 466 31 32 Minus Capitalized R&D (30) ------(10) (10) (10) 33 Minus Capitalized IP (30) ------(5) (5) (5) (5) (5) (5) 34 35 EBITDAM 725 (145) (105) (105) (125) (123) (134) (141) (142) (150) 724 615 556 36 EBITDAM Margin % 24.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 71.9% 61.0% 55.2% 37 38 Net Profit (Loss) 665 (145) (105) (105) (125) (123) (134) (146) (147) (155) 709 600 541 39 Net Profit Margin % 22.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 70.4% 59.6% 53.7% 40 41 Beginning Cash 1,678 1,678 1,558 1,454 1,348 1,223 1,101 966 820 673 518 1,190 1,666 42 Cash Flow from Operations 665 (145) (105) (105) (125) (123) (134) (146) (147) (155) 709 600 541 43 Change in Net Working Capital (149) 25 ------(87) (87) 44 Due to Net Receiveables ------45 Due to Class 1 (38) ------(19) (19) 46 Due to Class 1B (136) ------(68) (68) 47 Capital Expenditures (112) ------(37) (37) (37) 48 49 Total Cash Used (Increase) (404) 120 105 105 125 123 134 146 147 155 (672) (476) (417) 50 Ending Cash 2,083 1,558 1,454 1,348 1,223 1,101 966 820 673 518 1,190 1,666 2,083

© 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 33 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC APPENDIX

D: Income Projection Statement with Cash Flow – Fiscal Year 2 (in thousands) (Innovators and Early Adopters)

Plan Tracker: Plan Tracker: 2.48% 3.22% 4.14% 6.25% Intentionally Blank 4 5 6 7 8 (in thousands) % CM FY2 Q5 Q6 Q7 Q8 Revenues: 1 4 7 10 Total Software RTU Revenues 33,213 5,119 6,651 8,552 12,890 Subscription Fees 33,012 5,087 6,608 8,502 12,815 Project-Based Fees 201 32 43 50 75

Total Software RTU Costs (6,244) (962) (1,250) (1,608) (2,423) Sales Commissions (1,993) (307) (399) (513) (773) Credit Card Processing (930) (143) (186) (239) (361) Software Licensing (3,321) (512) (665) (855) (1,289)

Total Estimated Net Sales 26,969 4,157 5,401 6,944 10,467 Total Contribution Margin % 81.2% 81.2% 81.2% 81.2% 81.2%

Operating Expenses: Salaries 10.0% 2,698 156 1,697 423 423 Payroll Tax Expense 0.5% 125 16 49 30 30 Employee Benefits 1.0% 257 40 73 73 73 Professional Services 19.7% 5,305 911 1,323 1,277 1,795 Travel 1.6% 443 54 130 130 130 Advertising & Promotions 11.0% 2,968 989 989 - 989 Tradeshows 0.3% 68 68 - - - Dues & Subscriptions 0.1% 37 1 37 - - Artwork & Multimedia 0.8% 228 76 76 - 76 Software, Services & Equipment 0.4% 104 12 29 30 33 Rent, Communications & Utilities 0.4% 117 21 30 31 35 Insurance 0.2% 41 10 10 10 10 Office Supplies & Expense 0.1% 25 6 6 6 6 Other Expenses 4.6% 1,242 236 445 201 360

Total Operating Expenses 50.6% 13,659 2,596 4,893 2,210 3,960

Minus Capitalized R&D -1.3% (345) (30) (105) (105) (105) Minus Capitalized IP -0.4% (105) (15) (30) (30) (30)

EBITDAM 0.0% 13,760 1,606 643 4,869 6,642 EBITDAM Margin % 0.0% 51.0% 38.6% 11.9% 70.1% 63.5%

Net Profit (Loss) 0.0% 13,310 1,561 508 4,734 6,507 Net Profit Margin % 0.0% 49.4% 37.6% 9.4% 68.2% 62.2%

Beginning Cash 0.0% 2,083 2,083 3,165 3,043 6,967 Cash Flow from Operations 49.4% 13,310 1,561 508 4,734 6,507 Change in Net Working Capital -7.8% (2,111) (326) (430) (554) (801) Due to Net Receiveables 0.0% - - - - - Due to Class 1 -1.7% (457) (70) (93) (120) (173) Due to Class 1B -6.1% (1,654) (255) (337) (434) (628) Capital Expenditures -3.7% (996) (154) (200) (257) (387)

Total Cash Used (Increase) -37.8% (10,202) (1,082) 122 (3,923) (5,319) Ending Cash 0.0% 12,285 3,165 3,043 6,967 12,285 © 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 34 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC APPENDIX

E: Income Projection Statement with Cash Flow – Fiscal Year 3 (in thousands) (Innovators, Early Adopters, and Early Majority)

Plan Tracker: Plan Tracker: 12.33% 15.83% 19.51% 25.99% Intentionally Blank 8 9 10 11 12 (in thousands) % CM FY3 Q9 Q10 Q11 Q12 Revenues: 1 4 7 10 Total Software RTU Revenues 152,019 25,439 32,668 40,272 53,640 Subscription Fees 100,488 16,602 21,490 26,736 35,659 Project-Based Fees 51,531 8,837 11,178 13,536 17,981

Total Software RTU Costs (28,580) (4,783) (6,142) (7,571) (10,084) Sales Commissions (9,121) (1,526) (1,960) (2,416) (3,218) Credit Card Processing (4,257) (712) (915) (1,128) (1,502) Software Licensing (15,202) (2,544) (3,267) (4,027) (5,364)

Total Estimated Net Sales 123,440 20,657 26,526 32,701 43,556 Total Contribution Margin % 81.2% 81.2% 81.2% 81.2% 81.2%

Operating Expenses: Salaries 7.0% 8,623 423 6,983 608 608 Payroll Tax Expense 0.2% 222 30 126 33 33 Employee Benefits 0.3% 363 91 91 91 91 Professional Services 11.4% 14,100 2,512 3,274 3,734 4,580 Travel 1.3% 1,663 247 472 472 472 Advertising & Promotions 11.7% 14,423 3,762 3,553 3,553 3,553 Tradeshows 0.1% 103 103 - - - Dues & Subscriptions 0.1% 168 168 - - - Artwork & Multimedia 0.8% 1,045 1,045 - - - Software, Services & Equipment 0.3% 349 34 102 104 108 Rent, Communications & Utilities 0.2% 221 37 58 61 66 Insurance 0.0% 56 14 14 14 14 Office Supplies & Expense 0.1% 76 6 23 23 23 Other Expenses 3.4% 4,141 847 1,470 869 955

Total Operating Expenses 36.9% 45,553 9,320 16,166 9,564 10,504

Minus Capitalized R&D -0.5% (578) (105) (158) (158) (158) Minus Capitalized IP -0.1% (144) (30) (38) (38) (38)

EBITDAM 0.0% 78,608 11,471 10,556 23,333 33,248 EBITDAM Margin % 0.0% 63.7% 55.5% 39.8% 71.4% 76.3%

Net Profit (Loss) 0.0% 77,886 11,336 10,361 23,137 33,052 Net Profit Margin % 0.0% 63.1% 54.9% 39.1% 70.8% 75.9%

Beginning Cash 0.0% 12,285 12,285 22,070 31,451 53,380 Cash Flow from Operations 63.1% 77,886 11,336 10,361 23,137 33,052 Change in Net Working Capital -0.6% (788) (788) - - - Due to Net Receiveables 0.0% - - - - - Due to Class 1 -0.1% (184) (184) - - - Due to Class 1B -0.5% (604) (604) - - - Capital Expenditures -3.7% (4,561) (763) (980) (1,208) (1,609)

Total Cash Used (Increase) -58.8% (72,538) (9,785) (9,380) (21,929) (31,443) Ending Cash 0.0% 84,823 22,070 31,451 53,380 84,823 © 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 35 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC APPENDIX

F: Income Projection Statement with Cash Flow – Fiscal Year 4 (in thousands) (Innovators, Early Adopters, Early Majority, and Late Majority)

Plan Tracker: Plan Tracker: 32.31% 39.06% 46.49% 54.78% Intentionally Blank 12 13 14 15 16 (in thousands) % CM FY4 Q13 Q14 Q15 Q16 Revenues: 1 4 7 10 Total Software RTU Revenues 356,336 66,683 80,626 95,954 113,073 Subscription Fees 238,308 44,320 53,859 64,358 75,771 Project-Based Fees 118,028 22,363 26,768 31,596 37,301

Total Software RTU Costs (66,991) (12,536) (15,158) (18,039) (21,258) Sales Commissions (21,380) (4,001) (4,838) (5,757) (6,784) Credit Card Processing (9,977) (1,867) (2,258) (2,687) (3,166) Software Licensing (35,634) (6,668) (8,063) (9,595) (11,307)

Total Estimated Net Sales 289,345 54,147 65,469 77,914 91,815 Total Contribution Margin % 81.2% 81.2% 81.2% 81.2% 81.2%

Operating Expenses: Salaries 11.6% 33,669 608 31,296 882 882 Payroll Tax Expense 0.2% 585 33 478 37 37 Employee Benefits 0.1% 363 91 91 91 91 Professional Services 9.8% 28,494 5,548 6,729 7,612 8,605 Travel 1.3% 3,678 627 1,017 1,017 1,017 Advertising & Promotions 18.7% 54,018 45,566 - - 8,452 Tradeshows 0.0% 141 141 - - - Dues & Subscriptions 0.1% 393 393 - - - Artwork & Multimedia 2.8% 7,962 7,349 - - 612 Software, Services & Equipment 0.3% 792 109 224 228 232 Rent, Communications & Utilities 0.1% 293 67 70 75 81 Insurance 0.0% 60 15 15 15 15 Office Supplies & Expense 0.0% 93 23 23 23 23 Other Expenses 4.5% 13,054 6,057 3,994 998 2,005

Total Operating Expenses 49.6% 143,594 66,627 43,937 10,978 22,052

Minus Capitalized R&D -0.3% (1,001) (158) (281) (281) (281) Minus Capitalized IP -0.1% (305) (38) (89) (89) (89)

EBITDAM 0.0% 147,057 (12,285) 21,902 67,307 70,134 EBITDAM Margin % 0.0% 50.8% 56.6% 33.5% 86.4% 76.4%

Net Profit (Loss) 0.0% 145,750 (12,481) 21,531 66,936 69,763 Net Profit Margin % 0.0% 50.4% 56.4% 32.9% 85.9% 76.0%

Beginning Cash 0.0% 84,823 84,823 70,342 89,454 153,512 Cash Flow from Operations 50.4% 145,750 (12,481) 21,531 66,936 69,763 Change in Net Working Capital 0.0% - - - - - Due to Net Receiveables 0.0% - - - - - Due to Class 1 0.0% - - - - - Due to Class 1B 0.0% - - - - - Capital Expenditures -3.7% (10,690) (2,000) (2,419) (2,879) (3,392)

Total Cash Used (Increase) -46.7% (135,060) 14,481 (19,113) (64,058) (66,371) Ending Cash 0.0% 219,883 70,342 89,454 153,512 219,883

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G: Income Projection Statement with Cash Flow – Fiscal Year 5 (in thousands) (Innovators, Early Adopters, Early Majority, and Late Majority)

Plan Tracker: Plan Tracker: 88.06% 100.00% 111.94% 123.09% Intentionally Blank 16 17 18 19 20 (in thousands) % CM FY5 Q17 Q18 Q19 Q20 Revenues: 1 4 7 10 Total Software RTU Revenues 873,212 181,742 206,394 231,033 254,043 Subscription Fees 670,911 139,401 158,636 177,433 195,440 Project-Based Fees 202,302 42,341 47,758 53,600 58,603

Total Software RTU Costs (164,164) (34,168) (38,802) (43,434) (47,760) Sales Commissions (52,393) (10,905) (12,384) (13,862) (15,243) Credit Card Processing (24,450) (5,089) (5,779) (6,469) (7,113) Software Licensing (87,321) (18,174) (20,639) (23,103) (25,404)

Total Estimated Net Sales 709,048 147,575 167,592 187,599 206,283 Total Contribution Margin % 81.2% 81.2% 81.2% 81.2% 81.2%

Operating Expenses: Salaries 5.2% 36,585 882 33,939 882 882 Payroll Tax Expense 0.1% 628 37 516 37 37 Employee Benefits 0.1% 363 91 91 91 91 Professional Services 5.1% 36,027 6,259 9,003 9,886 10,879 Travel 1.0% 6,876 627 2,083 2,083 2,083 Advertising & Promotions 18.7% 132,374 111,662 - - 20,712 Tradeshows 0.0% 141 141 - - - Dues & Subscriptions 0.1% 961 961 - - - Artwork & Multimedia 2.8% 19,511 18,010 - - 1,501 Software, Services & Equipment 0.2% 1,645 109 508 512 516 Rent, Communications & Utilities 0.3% 2,171 67 696 701 707 Insurance 0.0% 60 15 15 15 15 Office Supplies & Expense 0.0% 93 23 23 23 23 Other Expenses 3.3% 23,743 13,888 4,687 1,423 3,745

Total Operating Expenses 36.8% 261,177 152,772 51,562 15,653 41,190

Minus Capitalized R&D -0.1% (1,035) (191) (281) (281) (281) Minus Capitalized IP -0.1% (693) (38) (218) (218) (218)

EBITDAM 0.0% 449,599 (4,968) 116,529 172,445 165,592 EBITDAM Margin % 0.0% 63.4% 62.5% 69.5% 91.9% 80.3%

Net Profit (Loss) 0.0% 447,871 (5,197) 116,029 171,946 165,093 Net Profit Margin % 0.0% 63.2% 62.4% 69.2% 91.7% 80.0%

Beginning Cash 0.0% 219,883 219,883 209,234 319,071 484,086 Cash Flow from Operations 63.2% 447,871 (5,197) 116,029 171,946 165,093 Change in Net Working Capital 0.0% - - - - - Due to Net Receiveables 0.0% - - - - - Due to Class 1 0.0% - - - - - Due to Class 1B 0.0% - - - - - Capital Expenditures -3.7% (26,196) (5,452) (6,192) (6,931) (7,621)

Total Cash Used (Increase) -59.5% (421,675) 10,649 (109,838) (165,015) (157,472) Ending Cash 0.0% 641,558 209,234 319,071 484,086 641,558

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H: Capitalization Table

Class 1, 1B, and 1C Preferred Class A Preferred Unitholder Units $USD Accrued Interest Units (A-1) Units (A-2) $USD Seed Round Pool¹ 262,500 $ 2,100,000 Founders' Round 145,000 $ 580,000 $ 8,458 Future Capital Raise¹ 242,500 $ - Product/Services Exchange¹ ² 600,000 $ 6,000,000 Wright, Michael 300,000 $ 3,000,000 Management Pool¹ ³ Incentive Pool¹ Subtotals 650,000 $ 2,680,000 $ 8,458 300,000 600,000² $ 9,000,000

Class B Restricted Common Units Totals Unitholder (restated) Units $USD ($0 Recorded) All Units % $USD⁴ Seed Round Pool¹ 262,500 6.5625% $ 2,100,000 Founders' Round 145,000 3.6250% $ 588,458 Future Capital Raise¹ 242,500 6.0625% $ - Product/Services Exchange¹ ² 600,000 15.0000% $ 6,000,000 Wright, Michael 2,000,000 2,300,000 57.5000% $ 3,000,000 Management Pool¹ ³ 300,000 $ 3,000,000 300,000 7.5000% $ 3,000,000 Incentive Pool¹ 150,000 150,000 3.7500% $ - Subtotals 300,000³ $ 3,000,000 2,150,000 4,000,000 100.0000% $ 14,688,458 ¹ Line items contain unissued allocations ² Class A-2 Preferred Units are designated for equity exchange in lieu of cash payments ³ Class B Restricted Units are reserved for attracting and compensating board and executive talent ⁴ Distribution Waterfall of Preferred and Restricted Units

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I: Building, Developing, and General Contracting

Municipal Building Construction (NAICS 23622b) This industry comprises establishments primarily responsible for the construction Revenue (including new work, additions, alterations, maintenance, and repairs) of institutional buildings and related structures. This industry includes establishments responsible for the $187bn on-site assembly of modular or prefabricated institutional buildings. Included in this industry are commercial and institutional building general contractors, commercial and Annual Growth 12-17 institutional building for-sale builders, commercial and institutional building design-build 1.6% firms, and commercial and institutional building project construction management firms. The Municipal Building Construction industry includes a wide range of noncommercial markets, including healthcare, education, religious buildings and government offices. Direct government funding accounts for almost all education and public building construction, while the private sector funds most healthcare construction. Since the industry heavily relies on government investment, it has struggled over the past five years amid diminished tax revenue and declining federal outlays. The largest factor affecting the industry is the tapering of federal assistance for construction related projects. As stimulus programs wind down, and the federal government pursues greater fiscal responsibility, the industry has been forced to rely more on sources of private investment.

Commercial Building Construction (NAICS 23622a)

Revenue This industry comprises establishments primarily responsible for the construction (including new work, additions, alterations, maintenance, and repairs) of commercial $204bn buildings and related structures. This industry includes establishments responsible for the on-site assembly of modular or prefabricated commercial buildings. Included in this Annual Growth 12-17 industry are commercial and institutional building general contractors, commercial and institutional building for-sale builders, commercial and institutional building design-build 10.5% firms, and commercial and institutional building project construction management firms. Though revenue growth faltered in the beginning of the five-year period to 2017, the Commercial Building Construction industry has benefited from increased demand for office space since 2012. Tight credit markets, stubbornly high unemployment and limited consumer spending also contributed to the industry's slow growth. However, the downward slide in revenue has reversed since 2012, thanks to a spike in nonresidential construction and corporate profit, as well as sustained growth in consumer spending. As a result, industry revenue is expected to increase. Over the five years to 2022, demand from downstream markets is anticipated to remain strong, along with increasing corporate profit.

Apartment & Condominium Construction (NAICS 23611b)

Revenue This industry comprises general contractor establishments primarily responsible for the construction of new multifamily residential housing units (e.g., high-rise, garden, town house apartments, and condominiums where each unit is not separated from its neighbors $32bn by a ground-to-roof wall). Multifamily design-build firms and multifamily housing Annual Growth 12-17 construction management firms acting as general contractors are included in this industry. The industry is characterized by many small- to medium-size contractors that operate in 6.9% relatively narrow regional markets. It is estimated that the three largest players in the industry generate a combined 10.2% of industry revenue in 2017. Over the past five years, the Apartment and Condominium Construction industry experienced one of the fastest expansions within the construction sector. Decreasing vacancy rates, along with increased investment in residential construction, has facilitated growth in multifamily complex starts over the period. Over the next five years, industry revenue is expected to continue growing, albeit at a slower rate due to higher rental vacancy rates and significant improvements in the general economy, which encourages consumers to purchase houses. Nevertheless, continued migration of the U.S. population toward metropolitan areas is expected to generate strong demand for industry services.

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Housing Developers (NAICS 23611c) This industry comprises establishments primarily engaged in building new homes on land Revenue that is owned or controlled by the builder rather than the homebuyer or investor. The land is included with the sale of the home. Establishments in this industry build single-family $141bn and/or multifamily homes. These establishments are often referred to as merchant builders, Annual Growth 12-17 but are also known as production or for-sale builders. This industry is characterized by cyclical growth, an increasing number of industry operators, general acceptance of industry 9.8% services and moderate technological growth. Over the five years to 2017, improving employment conditions, rising per capita disposable income and renewed access to credit helped drive new growth. Furthermore, interest rates hit historic lows and encouraged investment as the cost of borrowing became relatively inexpensive. Recently, the industry has exhibited strong growth rates as housing sales increase in tandem with rises in the average selling price. Over the five years to 2022, recovery in the new housing construction market is expected to continue, albeit at a slower pace compared with the previous period, as potential further interest rate increases, along with the expected increase in the 30-year conventional mortgage rate, may erode new home affordability and hamper demand for housing starts.

Home Builders (NAICS 23611a)

Revenue This industry comprises general contractor establishments primarily responsible for the entire construction of new single-family housing, such as single-family detached houses $89bn and town houses or row houses where each housing unit (1) is separated from its neighbors by a ground-to-roof wall and (2) has no housing units constructed above or below. This Annual Growth 12-17 industry includes general contractors responsible for the on-site assembly of modular and prefabricated houses. Single-family housing design-build firms and single-family 9.7% construction management firms acting as general contractors are included in this industry. Over the five years to 2017, the Home Builders industry is expected to grow at a rapid rate. While revenue remains below its pre-recessionary high, this growth is a welcomed change from the low levels of demand caused by the housing crisis of the last decade. Such robust growth comes in the wake of increasing per capita disposable income, accommodative interest rates, falling commodity prices and improving overall macroeconomic conditions. In the coming years, the industry is expected to continue its expansion over the next five years, albeit at a slower pace, as the housing market normalizes.

Residential Remodeling (NAICS 23611d)

Revenue Operators in this industry remodel and renovate the interiors and exterior of residential buildings (i.e. single-family homes and multifamily apartment building units). Remodeling $83bn includes additions, alterations, reconstruction, maintenance and repair work. This industry is composed of general contractors, operative remodelers, remodeling design-build firms Annual Growth 12-17 and remodeling project construction management companies. This industry does not include commercial remodeling. The industry is very labor-oriented, as it relies on 3.9% employees to carry out most industry activities. Therefore, the industry requires a low level of Capital investment and instead allocates much of its cost structure to labor payments, which accounts for 23.1% of revenue. Purchases account for 56.9% of industry revenue. These costs are largely related to materials, components and supplies used during service requests as well as the costs associated with contracting work out to third-party subcontractors. Over the five years to 2017, the Remodeling industry has continued its upward trend, as several factors have encouraged consumers to increase spending on home improvements. Over the five years to 2022, industry recovery will be driven by improvements in employment and per capita disposable income. Additionally, housing prices are expected to continue rising, bolstering demand for industry services. Despite tightening monetary policy, interest rates are expected to grow slowly. As a result, the homeownership rate is anticipated to only slightly decrease over the five years to 2022. Consequently, industry revenue is forecast to increase, albeit at a slightly slower rate than during the previous five- year period. © 2019 BIDORIUM, LLC. ALL RIGHTS RESERVED. 40 (OMR119-0601 Bidorium Private Placement Offering Memorandum) PRIVATE PLACEMENT OFFERING MEMORANDUM FOR BIDORIUM LLC APPENDIX

Commercial Property Remodeling (NAICS 23622c) This industry remodels commercial buildings. Its services include additions, alterations, Revenue reconstruction, maintenance and repair work. This industry includes general contractors, operative remodelers, remodeling design-build companies and remodeling project $26bn construction management firms. This industry excludes institutional buildings (e.g. Annual Growth 12-17 hospitals and schools), heavy industrial buildings (e.g. factories and power plants), and infrastructure (e.g. communications towers or oil pipelines). Industry contractors primarily 11.8% provide interior room additions and alteration services. All downstream markets, such as office buildings, commercial buildings and other buildings requiring interior room alterations and additions. For instance, commercial property contractors remodel office interiors when businesses move. Industry operators can also expand warehouses and other facilities by removing walls, doors and other interior infrastructure. Demand for interior alterations and additions has widened over the past five years due to the overall expansion in commercial construction spending. Operators in the Commercial Property Remodeling industry have benefited from large increases in demand over the past five years as a result of decreasing office rental vacancy rate and higher consumer spending. Additionally, increasing corporate profit levels have led businesses to remodel commercial properties. With industry clients expanding, they have had greater need for the industry’s remodeling services. Over the next five years, the industry is forecast to exhibit steady, albeit it more modest, growth. The office rental vacancy rate is expected to marginally increase, and consumer spending and corporate profit are both likely to increase amid a growing economy; this will provide businesses with more discretionary income to spend on industry services.

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J: Specialty Trade Contractors

Finish Carpenters (NAICS 238350)

Revenue This industry comprises establishments primarily engaged in finish carpentry work. The work performed may include new work, additions, alterations, maintenance, and repairs. $22bn The Carpenters industry experienced robust growth over the past five years, with majority of revenue derived from subcontracting services to a prime building contractor. Other Annual Growth 12-17 projects involve contracting directly with the client (typically the building owner, occupier or property manager). Carpenters experience steep competition from unskilled do-it- 0.8% yourself (DIY) homeowners in the housing alterations and additions market and from other skilled tradespeople in the new building construction market.

Concrete Contractors (NAICS 238110) This industry comprises establishments primarily engaged in pouring and finishing Revenue concrete foundations and structural elements. This industry also includes establishments performing grout and shotcrete work. The work performed may include new work, $47bn additions, alterations, maintenance, and repairs. Annual Growth 12-17 Concrete is a crucial material for the construction industry given that it is used in foundations, walls and floors. As a result, the Concrete Contractors industry's performance 7.0% is closely tied to the broader construction sector, which has rebounded and expanded strongly over the past five years. In the coming years, an acceleration of the housing, nonresidential and infrastructure construction markets are forecast to help the industry continue to grow.

Demolition & Wrecking (NAICS 238910b) This industry comprises establishments primarily engaged in site preparation activities, Revenue such as excavating and grading, demolition of buildings and other structures, and septic system installation. Earthmoving and land clearing for all types of sites (e.g., building, non- $6bn building, mining) is included in this industry. Establishments primarily engaged in Annual Growth 12-17 construction equipment rental with operator (except cranes) are also included. The Demolition and Wrecking industry has been recovering from the effects of the 2.4% recession, which drastically reduced demand for construction services. However, business has begun to pick up, and the industry is forecast to grow past its prerecession size. As the value of residential and nonresidential construction increases, the need for demolition for new structures increases as well. In addition, land development and construction markets are forecast to grow rapidly as economic growth encourages the construction of new retail and commercial space.

Drywall & Insulation Installers (NAICS 238310) This industry comprises establishments primarily engaged in drywall, plaster work, and Revenue building insulation work. Plaster work includes applying plain or ornamental plaster, and installation of lath to receive plaster. The work performed may include new work, additions, $38bn alterations, maintenance, and repairs. Establishments primarily engaged in providing Annual Growth 12-17 firestop services are included in this industry. Over the five years to 2017, demand for drywall and insulation installers has continued to 3.4% rebound from its steep recessionary declines. The number of new housing starts is expected to increase at a remarkable rate; as contracts become less scarce and price-based competition tempers, the industry's average profit margin is expected to recover from razor- thin levels. Over the past five years, the industry has benefited from government tax credits provided to homeowners who chose to invest in energy-efficient upgrades such as insulation installations using alternative, postconsumer materials. While nonresidential markets have lagged at times, demand for private nonresidential buildings will rise, spurring demand for industry services.

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Electricians (NAICS 238210) This industry comprises establishments primarily engaged in installing and servicing Revenue electrical wiring and equipment. Contractors included in this industry may include both the parts and labor when performing work. These contractors may perform new work, $171bn additions, alterations, maintenance, and repairs. Annual Growth 12-17 Revenue for the Electricians industry, one of the largest subcontracting industries in the United States, has been increasing due to an acceleration in downstream construction 4.1% markets. As a result of increasing demand from downstream construction markets, industry enterprise, establishment and job numbers have been trending upward. In the coming years, construction markets are expected to continue thriving. The industry is also expected to benefit from an increase in renovation and retrofitting activity, particularly for green upgrades, such as energy-efficiency projects.

Elevator Installation & Service (NAICS 238290) This industry comprises establishments primarily engaged in installing or servicing Revenue building equipment (except electrical, plumbing, heating, cooling, or ventilation equipment). The repair and maintenance of miscellaneous building equipment is included $22bn in this industry. The work performed may include new work, additions, alterations, Annual Growth 12-17 maintenance, and repairs. Companies in the Elevator Installation and Service industry generate a large portion of 2.7% revenue from elevator installations in new multiunit residential and nonresidential structures, and from repair, maintenance and modernization work. As a result, the industry's performance is heavily dependent on investment in construction, new capital equipment and overall health of the economy. Over the past five years, the industry has grown as construction markets picked up early in the period. Repair and maintenance contracts provide an important cushion for many operators as all products require this service and it generally cannot be put off. Over the five years to 2022, the industry is expected to benefit from an increase in industrial activity.

Excavation Contractors (NAICS 238910a) This industry comprises establishments primarily engaged in site preparation activities, Revenue such as excavating and grading, demolition of buildings and other structures, and septic system installation. Earthmoving and land clearing for all types of sites (e.g., building, non- $53bn building, mining) is included in this industry. Establishments primarily engaged in Annual Growth 12-17 construction equipment rental with operator (except cranes) are also included. The Excavation Contractors industry derives more than three-fourths of its revenue from 2.9% the private residential and nonresidential building market. The industry performed well over the past five-year period, supported by increasing demand from downstream construction industries. In particular, improvement in industry performance corresponded with the rapid expansion in demand for excavation services in the booming housing market and nonresidential building market. Moving forward, industry revenue is expected to continue growing. However, with the total value of construction expected to surpass its pre-recessionary levels, growth will become harder to sustain.

Fence Construction (NAICS 238990c) This industry comprises establishments primarily engaged in specialized trades (except Revenue foundation, structure, and building exterior contractors; building equipment contractors; building finishing contractors; and site preparation contractors). The specialty trade work $7bn performed includes new work, additions, alterations, maintenance, and repairs. Annual Growth 12-17 Contractors in the Fence Construction industry design, build and maintain fences for residential, institutional and non-building clients. Industry operators perform new 5.4% construction; reconstruction and modernization; repairing; and cleaning work. Due to the lingering effects of recession, industry revenue remained volatile at the start of the five- year period. However, revenue for the industry is projected to rise.

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Flooring Installers (NAICS 238330) This industry comprises establishments primarily engaged in the installation of resilient Revenue floor tile, carpeting, linoleum, and hardwood flooring. The work performed may include $23bn new work, additions, alterations, maintenance, and repairs. Over the past five years, operators in the Flooring Installers industry have experienced a Annual Growth 12-17 variety of conditions as the U.S. economy has recovered from the recession and housing values have begun to rebound. With the resurgence of residential construction markets, 5.1% flooring installers are benefiting from new investments in housing . Similarly, nonresidential construction returned to growth during the five-year period as increasing consumer spending revived corporate profit margins. Over the next five years, industry operators are forecast to experience more favorable conditions. Strong residential growth during the period, especially in the next two years, will help flooring contractors increase profitability and expand revenue.

Glass & Glazing Contractors (NAICS 238150) This industry comprises establishments primarily engaged in installing glass panes in Revenue prepared openings (i.e., glazing work) and other glass work for buildings. The work $12bn performed may include new work, additions, alterations, maintenance, and repairs. The five years to 2016 marked an inflection point for the Glass and Glazing Contractors Annual Growth 12-17 industry. Rapidly recovering residential construction markets as well as growing corporate profit and consumer spending helped to finally boost industry revenue after it struggled to 6.8% grow in the early years of the period. The industry's largest contractors specialize in installing glass curtain walls and exterior facades on office buildings and other commercial property, which usually constitute lucrative contracts. Smaller operators specialize in residential markets and emergency glass repair. Thanks to solid recoveries in most of these markets, operators were able to raise prices, and thus, profit margins over the period.

Heating & Air-Conditioning Contractors (NAICS 238220a) This industry comprises establishments primarily engaged in installing and servicing Revenue heating, and air-conditioning equipment. Contractors in this industry may provide both parts and labor when performing work. The work performed may include new work, $88bn additions, alterations, maintenance, and repairs. Annual Growth 12-17 The Heating and Air-Conditioning Contractors industry is heavily influenced by activity in the construction market, with the majority of income generated from heating, ventilation 4.9% and air-conditioning (HVAC) installations in new residential and nonresidential structures. Over the past five years, the rebound of the housing market, along with an increase in economic activity, caused new construction to start picking up. Nonresidential building construction activity also increased as consumer spending and corporate profit caused an expansion in the business sector.

Masonry (NAICS 238140) This industry comprises establishments primarily engaged in masonry work, stone setting, Revenue bricklaying, and other stone work. The work performed may include new work, additions, $28bn alterations, maintenance, and repairs. Demand for masonry services in the U.S. has benefited from increased residential, Annual Growth 12-17 commercial, and municipal construction work over the past five years due to increased housing starts and an improved unemployment rate, which calls for new office and other 6.7% commercial spaces. Over the next five years, these trends are likely to continue, albeit at a slowed growth rate. The Masonry industry is returning to pre-recessionary levels of revenue.

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Painters (NAICS 238320) This industry comprises establishments primarily engaged in interior or exterior painting Revenue or interior wall covering. The work performed may include new work, additions, alterations, $38bn maintenance, and repairs. Over the past five years, the steady recovery and the subsequent expansion in the housing Annual Growth 12-17 market has significantly increased demand for industry services, as the residential market accounts for half of industry revenue. As key downstream construction markets gained 5.1% momentum, activity in the Painters industry also increased. Moving forward, a healthy expansion in the housing market, along with increased spending on home improvements, will continue to drive steady growth for the industry. In addition, overall economic growth will also help the commercial construction and industrial markets regain strength, boosting the need for painters in retail and office buildings.

Paving Contractors (NAICS 238990a) This industry comprises establishments primarily engaged in specialized trades (except Revenue foundation, structure, and building exterior contractors; building equipment contractors; building finishing contractors; and site preparation contractors). The specialty trade work $36bn performed includes new work, additions, alterations, maintenance, and repairs. Annual Growth 12-17 The housing bubble, which burst in 2007, took down the Paving Contractors industry's major client base, with lingering effects hampering the industry until 2012. Since then, 5.8% many macroeconomic housing market drivers, such as housing starts and private spending on home improvements, have gained traction and shown overall improvement, benefiting demand for industry services. As the residential and nonresidential markets continue to improve, revenue is expected to increase for the Paving Contractors industry.

Plumbers (NAICS 238220b) This industry comprises establishments primarily engaged in installing and servicing Revenue plumbing equipment. Contractors in this industry may provide both parts and labor when performing work. The work performed may include new work, additions, alterations, $102bn maintenance, and repairs. Annual Growth 12-17 The Plumbers industry is one of many subcontracting industries essential to the residential and nonresidential building markets, as plumbers are needed to both install systems for 2.6% new construction and to repair and maintain the systems of existing structures. Maintenance of existing equipment accounts for a significant share of revenue. The rebound of the housing market, along with an increase in economic activity, caused new construction to start picking up early in the period. Since the industry's performance is so closely linked to building markets and consumer spending, which determines the extent to which households renovate kitchens and bathrooms, demand for plumbing contractors increased.

Roofing Contractors (NAICS 238160) This industry comprises establishments primarily engaged in roofing. This industry also Revenue includes establishments treating roofs (i.e., spraying, painting, or coating) and installing skylights. The work performed may include new work, additions, alterations, maintenance, $41bn and repairs. Annual Growth 12-17 The Roofing Contractors industry largely depends on demand from building construction activity in residential and nonresidential markets, both of which have been rising over the 3.3% past five years. Alongside profit margin expansion, industry operators have increased the scope of their operations to meet accelerating demand due to the housing recovery, causing employee and operator numbers to increase. Solid revenue growth is expected in the industry over the next five years, underpinned by increased investment in housing and commercial building. Increasing home valuations and higher per capita disposable income are also expected to boost consumer spending on home improvements.

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Steel Framing & Reinforcing Concrete (NAICS 238120) This industry comprises establishments primarily engaged in (1) erecting and assembling Revenue structural parts made from steel or precast concrete (e.g., steel beams, structural steel components, and similar products of precast concrete) and/or (2) assembling and installing $14bn other steel construction products (e.g., steel rods, bars, rebar, mesh, and cages) to reinforce Annual Growth 12-17 poured-in-place concrete. The work performed may include new work, additions, alterations, maintenance, and repairs. 5.1% Demand for Steel Framing industry services swelled in the mid-2000s, driven by the upswing of investment in key nonresidential building and infrastructure markets. Afterward, the economic recession and the subsequent slump of investment in the commercial and industrial building markets significantly hampered the industry's performance. In 2012, demand for industry services stabilized and returned to growth with the aid of improving residential and nonresidential construction markets. Moving forward, the industry is expected to enter a period of sustained growth over the next five years.

Tile Installers (NAICS 238340) This industry comprises establishments primarily engaged in setting and installing ceramic Revenue tile, stone (interior only), and mosaic and/or mixing marble particles and cement to make terrazzo at the job site. The work performed may include new work, additions, alterations, $10bn maintenance, and repairs. Annual Growth 12-17 As the residential construction sector drastically declined during the recession, the Tile Installers industry struggled to maintain demand. Homeowners with low disposable 4.5% incomes opted for do-it-yourself projects, hindering demand. As disposable income increases over the next five years, consumers will be more willing to spend on tile installers and their high-quality product options.

Water & Sewer Line Construction (NAICS 237110) This industry comprises establishments primarily engaged in the construction of water and Revenue sewer lines, mains, pumping stations, treatment plants, and storage tanks. The work performed may include new work, reconstruction, rehabilitation, and repairs. All structures $48bn that are integral parts of water and sewer networks (e.g., storage tanks, pumping stations, Annual Growth 12-17 water treatment plants, and sewage treatment plants) are included in this industry. After a period of significant decline brought on by the recession, the Water and Sewer Line 1.9% Construction industry has only recently begun to recover. Nonetheless, a return to buoyant investment conditions across downstream infrastructure markets will drive future growth in the industry. In the short term, industry growth will drive continued recovery in the housing market, with new residential construction necessitating investment in water and sewage lines and new treatment facilities. Long-term population growth and heightened regulatory requirements will also propel industry growth. Furthermore, regulation will drive water and sewer line construction, as environmental mandates force state and local governments to upgrade aging and unsafe infrastructure.

Wood Framing (NAICS 238130) This industry comprises establishments primarily engaged in structural framing and Revenue sheathing using materials other than structural steel or concrete. The work performed may $17bn include new work, additions, alterations, maintenance, and repairs. Despite some up-and-down performances, the residential construction market followed an Annual Growth 12-17 overall trend of recovery over the five years to 2017. While demand from nonresidential construction clients has fared poorly in recent years, rising housing starts are expected to 7.0% boost industry revenue. Moving forward, industry revenue will continue to grow, but at a much slower rate. However, potential further increases in the interest rate, with the 30-year mortgage expected to increase, may potentially erode new home affordability and dampen demand for housing starts.

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K: Building Material and Supplies Dealers

Home Improvement Stores (NAICS 444110)

Revenue This industry comprises establishments known as home centers primarily engaged in retailing a general line of new home repair and improvement materials and supplies, such $183bn as lumber, plumbing goods, electrical goods, tools, housewares, hardware, and lawn and garden supplies, with no one merchandise line predominating. The merchandise lines are Annual Growth 12-17 normally arranged in separate departments. 5.2% Over the five years to 2017, industry revenue grew. This growth was largely due to the industry's recovery from recessionary lows as well as the overall health of the economy. Rising confidence in the economy and higher incomes have encouraged households to make bigger purchases, and housing starts are expected to increase. With higher disposable income and increasing housing units, consumers and professionals have undertaken more home improvement projects boosting industry revenue growth. As the U.S. economy continues to strengthen, the Home Improvement Stores industry is well positioned to experience continued growth over the next five years.

Lumber & Building Material Stores (NAICS 444190) This industry comprises establishments (except those known as home centers, paint and Revenue wallpaper stores, and hardware stores) primarily engaged in retailing specialized lines of new building materials, such as lumber, fencing, glass, doors, plumbing fixtures and $107bn supplies, electrical supplies, prefabricated buildings and kits, and kitchen and bath cabinets and countertops to be installed. Annual Growth 12-17 Over the past five years, the Lumber and Building Material Stores industry has struggled 4.4% to rebuild itself, even as the overall economy strengthens. Industry goods are purchased by professional contractors and consumers engaged in remodeling and construction projects. Rising consumer confidence and household income have helped ignite remodeling activity forestalled during the recession, providing additional demand for lumber and other building materials used in home improvement projects. Even so, rising competition from large home improvement stores has stifled revenue growth for lumber and building material stores.

Paint Stores (NAICS 444120)

Revenue This industry comprises establishments known as paint and wallpaper stores primarily engaged in retailing paint, wallpaper, and related supplies. $12bn The Paint Stores industry is encouraged by steadily improving demand from key Annual Growth 12-17 downstream markets including homebuilders and contractors engaged in renovation activity. Despite the economic recovery, several factors created challenges for the majority 3.1% of industry operators over the period. Raw material costs for paint manufacturers exhibited extreme levels of volatility over the period. While producers were able to pass some price increases along to wholesalers and retailers, industry operators were forced to reduce profitability in some years. Industry retailers also faced intense price competition from big- box home improvement stores.

Hardware Stores (NAICS 444130) This industry comprises establishments known as hardware stores primarily engaged in Revenue retailing a general line of new hardware items, such as tools and builders' hardware. $24bn The Hardware Stores industry has steadily built up over the five years to 2017. As the housing market has strengthened and consumer confidence has revived, individuals have Annual Growth 12-17 started home improvement projects that had been put on hold during the recession. Low mortgage rates during the period have also encouraged individuals to purchase and 1.3% renovate new and existing homes. This flurry of construction activity has boosted demand for industry products from both contractors and do-it-yourself consumers. Over the five years to 2022, industry revenue is projected to grow at a slower rate.

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L: Design & Construction Management Services

Architects (NAICS 541310)

Revenue This industry comprises establishments primarily engaged in planning and designing residential, institutional, leisure, commercial, and industrial buildings and structures by applying knowledge of design, construction procedures, zoning regulations, building codes, $43bn and building materials. This industry is characterized by many small-scale consultants, Annual Growth 12-17 often individual proprietors and partners who operate in narrow geographic markets. Although a majority of industry establishments do not have a payroll, non-employers 5.3% generate only about 10.0% of industry revenue. The fragmented nature of this industry is also evident when comparing the size of enterprises that have employees. An estimated 67.4% of firms with a payroll have fewer than five employees and only 1.0% of firms have more than 100 workers. The industry’s low level of concentration means that no firm holds a dominant position in the market. It is estimated that the four largest players account for less than 5.0% of industry revenue. While total revenue remains below its 2007 peak, the construction market has recently shown signs of a robust recovery. The values of both nonresidential and residential construction have risen since 2012, resulting in an increased need for architectural design services. As a result, industry revenue is expected to increase. In the five years to 2022, industry operators will continue to benefit from improvements in downstream construction markets. The volume of construction projects will increase as access to credit becomes more readily available, which is expected to boost industry revenue.

Engineering Services (NAICS 541330) This industry comprises establishments primarily engaged in applying physical laws and Revenue principles of engineering in the design, development, and utilization of machines, materials, instruments, structures, processes, and systems. The assignments undertaken by these $242bn establishments may involve any of the following activities: provision of advice, preparation of feasibility studies, preparation of preliminary and final plans and designs, provision of Annual Growth 12-17 technical services during the construction or installation phase, inspection and evaluation 1.0% of engineering projects, and related services. Over the past five years, industry revenue has continued to decline due to weak public spending on large infrastructure projects, as well as relatively weak private investment in new facilities. In the five years to 2022, the industry is anticipated to grow as increasing corporate profit allows businesses to commit to long-term construction projects. Growth is expected to be driven by demand from private nonresidential construction. Overall, engineering service providers continue to look for new opportunities (e.g. building information modeling (BIM)) given total industry slow growth in revenue.

Construction Project Management Services (NAICS 541611c)

Revenue This industry comprises operators that provide construction management services on an at- risk and fee basis. Companies that provide services on an at-risk basis typically set a $130bn guaranteed maximum price (GMP) and subsequently assume the financial and legal risk for additional costs incurred. Meanwhile, other project management companies accept Annual Growth 12-17 contracts on a fee basis and assume no additional risk for fluctuating construction material 4.5% prices or unexpected expenses. Despite the bursting residential housing bubble that plunged the U.S. economy into recession, Construction Project Management Services industry firms weathered the recessionary conditions well through the ensuing recession as a result of backlogged work and funds from the American Recovery and Reinvestment Act. Continued public-sector construction funding, rebounds in private-sector construction and greater construction project oversight demands will be the primary drivers of growth in the next five years.

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M: About Autodesk

(http://www.autodesk.com/company)

MAKE ANYTHING

Autodesk makes software for people who make things. If you’ve ever driven a high-performance car, admired a towering skyscraper, used a smartphone, or watched a great film, chances are you’ve experienced what millions of Autodesk customers are doing with our software.

(http://www.autodesk.com/solutions/bim/overview#industry-construction)

What is BIM?

Building Information Modeling (BIM) is an intelligent 3D model-based process that equips architecture, engineering, and construction professionals with the insight and tools to more efficiently plan, design, construct, and manage buildings and infrastructure.

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