A fair price both sides can explain

Balanced inputs: We use facts that are sourced, dated, and unitized. Assumptions are consistent across the report and cross-checked against reality. Outliers are flagged, not quietly averaged in. If a number changes upstream, the downstream math updates.

Business first: We start with what exists today, not a model target. Product in market, real usage, paying customers, and unit economics drive the band. A method output cannot leapfrog weak evidence. Strong evidence can justify a higher position in the band.

Market anchored: We reference current rounds, relevant comps, revenue multiples, and the cost of capital. Each data point has a source and a date so readers can judge freshness. Stale or non-comparable data is excluded. The market view informs both band selection and method checks.

Shared fairness : Both sides should be able to explain the number in a few sentences. Steps are reproducible from inputs to final output, with no hidden tweaks. If we override a method, we say what we changed and why. The same logic applies to everyone.

Durable value: We test how much the conclusion moves under reasonable changes. Band up or down one notch, weight shifts, and small input swings are shown. The report highlights what would materially raise or lower value and points to the evidence required.

Data with judgment: We prefer data, but early companies have gaps. Where inputs are thin, we use conservative ranges and state the rationale. We mark what would confirm the estimate. No false precision, no unexplained plugs.

Transparent and repeatable: Inputs are visible, formulas are standard, totals reconcile. The executive summary pulls directly from the method pages. Version, preparer, and sources create an audit trail. A reader can rebuild the result in a simple spreadsheet.

This report shows exactly how these principles are applied, step by step

The table links each principle to the proof we show and where to find it. Use it as a checklist while you review. If something is missing in a live report, we flag the gap and note the impact.

What this gives you. A traceable valuation with sources, consistent methods, and one reconciled result. You can verify inputs, rerun the math, and see where judgment was used. Fair, explainable, repeatable.

We value using a simple waterfall. We place the company on the stage map, read today’s market, set a fair range, then run methods to plot a point inside that range. That point drives round terms.

Evidence comes from what exists now. A live regulated product, an experienced team, real revenue and retention, and the current go to market. The stage sets the baseline against peers.

We look at the funding climate, exit activity, recent revenue multiples, and the cost of capital. The band shifts the baseline to match how companies are priced today.

This bracket is what a willing buyer and seller would call reasonable today. Method outputs have to sit inside it. If one lands outside, we explain it and constrain it.

Methods

Berkus credits core building blocks up to a cap.

Risk Factor starts at the midpoint and adjusts for 12 drivers.

Scorecard references recent comparable rounds.

VC Method works back from a sensible exit and required return.

Discounted Cash Flows discounts future cash to today. Tempo is not profitable until Year 5, so the method is shown but carries no weight.

First Chicago averages 3 scenarios of the DCF

Weighted result equals the sum of value times weight, which lands at $35.2m pre-money.

A valuation sits inside a range that a willing buyer and seller would call reasonable today. Two readings set that range: the company’s stage, which is internal evidence of progress, and the market band, which is external conditions in the round environment. Both pull on the same fair price, from different sides.

The table below maps each internal signal to what an early, neutral, or late stage reading looks like in practice. The strongest cluster of signals sets the stage.

The table below maps each market signal to what an unfavorable, neutral, or favorable reading looks like in practice. We anchor the band to the strongest cluster of signals.

After defining the range of value, we apply six valuation methods to triangulate where within that range Tempo sits. These methods are weighted by stage: earlier stages weight internal methods more heavily, later stages weight external and forecasted methods.

We have identified that Tempo stage of business fits into Band 3 of Series A round.

Giving it a value of $19.0m to $35.0m

Series A, Band 3. Tempo is a live, revenue-generating regulated fintech with a strong team and scaling traction, but not profitable until Year 5, so we set a mid-to-upper base rather than the top band.

For the total value cap we use the upper bound of the band determined from our methodology above and divide by 5 to get the maximum value of each evaluation criteria.

The base valuation uses the midpoint of the value band. The value of a point is the delta between the low and high of the band divided by the total number of points (48). Per-risk scores aggregate to a single adjustment applied to the base.

Below are the 3 identified companies for comparison. Each should fall within the stage of business and band identified above to be a fair comparison for this method

Clair

Embedded earned-wage access for workforce-management platforms, US.

Capital Raised: $8.0mDate Raised: 2021

getclair.com

Wagestream

Financial wellbeing app with earned-wage access for employers, UK.

Capital Raised: $10.0mDate Raised: 2020

wagestream.com

Rain

Payroll-integrated on-demand pay and earned-wage access, US.

Capital Raised: $7.0mDate Raised: 2022

rain.us

Weighted factor scores and same-stage comparable inputs produce the multiplier and adjusted pre-money valuation.

Three comparable stage exits in Band 3 are adjusted for the probability of Tempo reaching that scale, weighted by representativeness, then converted to today’s pre-money using the required return multiple.

Projected free cash flows and a terminal assumption are discounted at the cost of capital to derive enterprise value. Discounted years one through five plus the discounted terminal sum to today’s value.

Best, base, and worst DCF cases are given probabilities; their weighted average is the value.

Projected free cash flows and a terminal assumption are discounted to today to derive enterprise and pre money value.

Projected free cash flows and a terminal assumption are discounted to today to derive enterprise and pre money value.

This document has been prepared for the purposes stated herein and should not be relied upon for any other purpose. This document provides a summary of the work undertaken by Top Tier Advisory and unless required by law, this document should not be provided to any third party without our prior written consent. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party to which this document is disclosed or otherwise made available.

This document was prepared exclusively for internal use as at the date hereof and does not carry any right of publication or disclosure, in whole or in part, to any other party. This document is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by the representatives of Top Tier Advisory.

The information provided in this document is based solely upon financial and non-financial information provided.

Whilst our work has involved a benchmark analysis, our engagement does not include either an audit or a review in accordance with International Standards on Auditing of the information used in the preparation of this valuation report. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information used in the preparation of this report.

Budgets and forecasts relate to future events and are based on assumptions that may not remain valid for the whole or part of the relevant period. Consequently this information cannot be relied upon to the same

extent as that derived from audited accounts for completed accounting periods. We express no opinion as to how closely the actual results will correspond to those forecasts used in this presentation.

Market conditions and volatility of such markets make valuation exercises, of both company cash flows and financial instruments, extremely challenging and have created a significant potential range of assumptions

on risk-free rate, equity market risk premium and debt spreads. In addition, theoretical assumptions may not reflect reality. Subjectivity over key inputs to the cost of capital and capital and operating expenditure

assumptions, as well as underlying concerns about the impact of the economic upturns and/or downturn on the financial forecasts increases the complexity of the valuation analysis.

The benchmarking of companies, businesses and related cash flows is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual

Judgement as well as publicly available information to a certain extent. There is therefore no indisputable single value and we normally express the value as falling within a range at a point in time. Whilst we consider our benchmarks to be both reasonable and defensible based on the information available to us, others may place a different value on the benchmarks.