Facts: Mr. Adam is the CEO and major shareholder of Human Capital Management, Inc., a publicly traded NASDAQ listed company ("HCM").Founded in 1965 by Mr. Adam, HCM is one of four publicly traded companies in the corporate training area.HCM provides custom in- housetrainingprogramsformajorcorporationsintheareaofcorporatefinance.HCM'sbusiness is largely retainer based with HCM's top ten clients accounting for approximately 60% of its revenues.

HCM has 75million shares outstanding of whichMr. Adamowns 20million.Mr. Adam's forty- year-old son Cain owns seven million HCM shares and his twenty-year-old son Abel owns three million HCM shares.HCM's shares are currently trading at $4.00 per share and have traded as high$5.75andaslowas $3.00duringthepastyear.HCMcurrentlyhas $130millioninnetdebt. HCMisexpectedtoearn$0.25persharein2025.AcopyofthefinancialprojectionsforHCMis attached hereto as Exhibit A.

WhileHCM'sprospectsremainpromising,Mr.Adamhasbecomeincreasinglyconcernedabout the larger players in the corporate training area.He particularly is concerned about HCM's ability to compete in the future as the larger better-capitalized players offer training solutions beyondcorporatefinance and deliverthosesolutionsonline.Mr.Adamalwayshasbelievedthat executive training is a "personal" business, however, his clients increasingly seem to be pressuringhimtooffertrainingsolutionsonline.Mr.Adamisconcernedthatatageseventy-five he does not want to embark on the major capital expenditure program that would be required to make HCM's training solutions "web-based."Accordingly, Mr. Adam has determined to give seriousconsiderationtothetwoproposals(asdescribedbelow)hereceivedfromeachofhistwo largest competitors.

OpenLearning,apublicly tradedNASDAQlisted company("OL")offeredMr.Adam$6.75per sharein cash. OL's offer was not conditioned on financing and OL proposed that the transaction be accomplished through a tender followed by what OL hoped would be a short-form merger.

OL requested that Mr. Adam and his sons each sign a Shareholder's Agreement binding each of themto tender his shares into theoffer.OLwasconfidentthat given thesignificant premiumits offer represented to HCM's current trading price, HCM's public shareholders (a majority of whomwereGARPinvestors)wouldcertainlytenderintothedeal.OLindicated thatwhileithad never done a "hostile" tender offer, it was nonetheless very serious about acquiring HCM. Accordingly, while OL would prefer to a friendly deal, it did not rule out the possibility of commencingahostiletenderofferifMr.Adamweretodecidenottoproceed onafriendlybasis. OL has 90 million shares outstanding that are currently trading at $12.00.OL has net debt of

$400million.OLexpects toearn$1.00pershare in2025.

EducationalConsultingServices,apubliclytradedNYSEcompany("ECS")offeredMr.Adam

0.55sharesofECSforeachHCMshare.ECS requestedthatMr.Adamandhissonseachsigna Shareholder'sAgreementbindingeachofthemto votehissharesinfavorofthemerger.ECS's shares are currently trading at $11.75 and have traded as high as $15.50 and as low as $8.00 during the past year.ECS has 100 million sharesoutstanding and has $475 million in net debt. ECSisexpectedtoearn$0.60persharein2025.ECSwasconfidentthatgivenMr.Adam'slow basis in his shares (which ECS estimated to be approximately $0.50 per share) that he would find its proposal particularly compelling.Mr. Adam was intrigued by the ECS proposal and asked ECS to supply him with some financial projections.A copy of the financial projections for ECS is attached hereto as Exhibit B.

Assumptions:

1. ThebookbasisofHCM'sassetsis$345millionandthefairmarketvalueoftheassetsis$400 million.The assets have a blended useful life of 15 years.
2. Forvaluationpurposesthepartieshaveagreedthattheterminalvalueofthebusinessshouldbe determined by amultipleof EBITDA with the following multiplesapplicableto eachparty: 6.5x, 7.0x, 7.5x and 8.0x.The parties have further agreed that HCM's cost of capital discount rate rangeshould be9.5%, 10.0%,10.5%and11.0%andECS'srangeshould be8.5%, 9.0%, 9.5% and10.0%.

Which,ifeitherproposal,shouldMr.Adamaccept?Inansweringthisquestionconsiderthe following:

1. BasedonadiscountedcashflowanalysiswhatistheappropriatevaluationforeachofHCS and ECS as of December 31, 2024 using 2025 as the first forecast year with all cash flows occurring at the end of the year?
2. Whatistherangeoflikelyafter-taxproceedsMr.AdamwouldreceivepursuanttotheOL proposal?
3. WhatprotectionsinthemergeragreementrelatingtofinancingmayMr.Adamwishto negotiate if he determines to accept the OL proposal?
4. IfMr.AdamacceptstheECSproposal shouldhebeconcernedthatOLmay"gohostile?"Is there anything he can do to mitigate this possibility?
5. WhataretheadvantagesanddisadvantagesofECS'sfixedexchangeratioproposal?Isthere anything Mr. Adam can do to protect the value of the deal between signing and closing? WouldMr.Adambebetteroffwithafixedvaluedeal?HowisECSlikelytofeelaboutthat?
6. ShouldMr.AdamcareifECS'sproposalisdilutivetoECS'searningsnextyear?Basedon the assumptions above, is ECS's current proposal dilutive? If it is, what synergies must be achieved to "cure" the dilution?
7. FromthepointofviewoffairnesstotheECSshareholders,howwouldyouanalyzethedeal?
8. Itislikelythatamerger agreementnegotiatedwitheitherOLorECSwouldcontain a "materialadversechange"clause(a"MAC").Whatconsiderationswouldlikelybeimportant to Mr. Adam as he analyzes such a clause?How might his concerns regarding a MAC be different regarding an OL deal or an ECS deal?
9. Mr. Adam's son, Abel, has suggested that Mr. Adam consider a management leveraged buyout.AsifMr.Adamdidnotalreadyhaveenoughquestionstoanswer,doyouthinkthisis a viable alternative?
10. DespitethefactthatMr.Adamisamajorityshareholder,he still owesafiduciary dutytothe publicshareholders.Givenyouranalysisoftheprevious questionsdoyoubelievethepublic shareholders would prefer the OL proposal?

Exhibit A Projections for Human Capital Management, Inc. Fiscal Years ending December 31 Historical Projected 2022 2023 2024 2025 2026 2027 2028 2029 Sales $275.0 $325.0 $350.0 $385.0 $427.4 $478.6 $536.1 $600.4 % Change 18.2% 7.7% 10.0% 11.0% 12.0% 12.0% 12.0% EBITDA 50.0 55.5 60.0 61.6 68.4 76.6 85.8 96.1 % of Sales 18.2% 17.1% 17.1% 16.0% 16.0% 16.0% 16.0% 16.0% % Change 11.0% 8.1% 2.7% 11.0% 12.0% 12.0% 12.0% Depreciation % of Sales 20.0 22.0 23.0 25.0 27.8 31.1 34.8 39.0 7.3% 6.8% 6.6% 6.5% 6.5% 6.5% 6.5% 6.5% % of Capex 66.7% 71.0% 71.9% 75.6% 81.0% 87.7% 94.9% 102.7% EBIT 30.0 33.5 37.0 36.6 40.6 45.5 50.9 57.0 % of Sales 10.9% 10.3% 10.6% 9.5% 9.5% 9.5% 9.5% 9.5% % Change 11.7% 10.4% -1.1% 11.0% 12.0% 12.0% 12.0% Taxes @ 40.0% 12.0 13.4 14.8 14.6 16.2 18.2 20.4 22.8 Unlevered Net Income $18.0 $20.1 $22.2 $21.9 $24.4 $27.3 $30.6 $34.2 % of Sales 6.5% 6.2% 6.3% 5.7% 5.7% 5.7% 5.7% 5.7% % Change 11.7% 10.4% -1.1% 11.0% 12.0% 12.0% 12.0% (-) CAPEX % of Sales 30.0 31.0 32.0 33.1 34.3 35.5 36.7 38.0 10.9% 9.5% 9.1% 8.6% 8.0% 7.4% 6.9% 6.3% % Change (-) Change in NWI % of Sales Change (+) Depreciation 3.3% 3.2% 3.5% 3.5% 3.5% 3.5% 3.5% 5.0 7.0 7.0 7.0 8.5 10.3 11.5 12.9 14.0% 28.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0 22.0 23.0 25.0 27.8 31.1 34.8 39.0 Unlevered Free Cash Flow $3.0 $4.1 $6.2 $6.9 $9.4 $12.7 $17.2 $22.4 % of Sales 1.1% 1.3% 1.8% 1.8% 2.2% 2.6% 3.2% 3.7% % Change 36.7% 51.2% 10.5% 37.0% 34.8% 35.8% 30.2%