I N V E S T M E N T B A N K I N G A N D F I N A N C I A L A D V I S O R Y

F O R T H E

A E R O S P A C E , D E F E N S E , T R A N S P O R T A T I O N

A N D G E O M A T I C S S E C T O R S

Corporate Overview

Summer 2014

Confidential – Subject to NDA

NEXA Companies

NEXA Capital

Investment banking

services in the aerospace,

defense, transportation

and geomatics sectors.

Specialists in Public Private

Partnerships

Emphasis is on

transformational investment

opportunities. Services

include financial

advisory, corporate finance,

private placements, M&A

advisory, and PPPs.

NEXA Advisors

Provides advisory services to

companies, institutional

investors and government

agencies.

Trusted advisor to top

aerospace management.

Value adding financial and

marketing services to leading

and emerging companies in the

aviation, aerospace, defense,

homeland security and

geomatics sectors.

NEXA General Partnership

& Management Co.

NEXA GP&MC manages

specific purpose PPP funds

on behalf of corporate and

institutional partners.

NextGen Equipage Fund, LLC

NextGen GA Fund, LLC.

UAS America PPP Fund, LLC

NEXA Confidential – Subject to NDA Page 2

Section 1

NEXA Confidential – Subject to NDA Page 3

Focus of NEXA Capital: Investment Banking

As Trusted Advisors to top management, NEXA

professionals have provided clients with

innovative, value-adding, and pragmatic

investment banking services.

NEXA professionals have a unique

understanding of the challenges facing the

aviation and aerospace sectors. We often can

offer better insights and solutions than most

investment banking firms.

We combine aerospace and transportation

sector expertise with access to capital to

accelerate growth in enterprise value.

NEXA is America’s most experienced advisor

and syndicator of Public Private Partnerships for

infrastructure programs.

NEXA’s executive officers directly supervise all

projects, taking responsibility for client

deliverables and client satisfaction.

Dedicated, cross-functional project teams are

assembled to deliver deep and relevant

experience in the precise areas specified.

Financial Non-Financial

EV

D

rivers

Valu

e Levers

• Revenue Growth

• Profit Growth

• Asset Efficiency

• Program

Management

Effectiveness (A&D)

• Customer

Satisfaction

• Employee

Productivity/

Motivation/

Satisfaction

• Innovation

• Risk Management

and Compliance

• Tangible and Intangible Assets

• Core Competencies

• Products and Services

• Programs and Projects

• Production and Supply Chain Capability

• Brand and Brand Leverage

• Alliances and Partnerships

• Cash, Cash Flow and Credit Leverage

• Information for Decision-Making

• Mission, Strategy

• Resource Effectiveness (HR, Capital, etc.)

• Finance effectiveness, PI, PME

• Information and Performance Systems

• M&A, Post Merger IntegrationEn

ab

lers

Accelerate Enterprise Value

NEXA Confidential – Subject to NDA Page 4

Recent NEXA Capital Projects

NEXA Confidential – Subject to NDA Page 5

Public Private Partnerships

Recent NEXA Capital Projects

NEXA Confidential – Subject to NDA Page 6

FINANCIAL ADVISORY

MERGER &

ACQUISIITON

SERVICES

EQUITY AND DEBT FACILITIES

Selected NEXA Capital Investors and Partners

Institutional

Investors

Strategic

Corporate

Clients

NEXA Confidential – Subject to NDA Page 7

Banking

Partners

Advisory

Partners

Section 2

NEXAGeneral Partnership & Management CompanyGeneral Partnership & Management Company II

NEXA Confidential – Subject to NDA Page 8

NEXA Capital: NextGen Initiatives

NEXA Capital has been at the forefront of NextGen infrastructure renewal

initiatives, and is launching multiple vehicles to provide innovative

financing solutions for the commercial and general aviation communities.

In 2012, NEXA successfully obtained special legislation from Congress

to make use of Treasury Guarantees to accelerate NextGen programs

between now and 2020.

NEXA’s public-private partnership offerings tap aerospace industry

investment and federal loan guarantees, to create alternative funding

sources for equipage installation and infrastructure renewal investments.

NextGen Equipage Fund – The Fund provides $1.1 billion of funding capacity for

the commercial aviation community. The Fund completed a first close in

September, 2011

NextGen GA Fund – The GA Fund will be capitalized with up to $550 million of equity and debt commitments.

Based on the contemplated financing structure, anticipated market adoption rates, and number of aircraft

owner and operators utilizing the financing offered by the Fund, NEXA anticipates approximately $1.8 billion of

NextGen avionics installations by over 60,000 general aviation customers over the next 10 years - a strong

catalyst for economic activity and job growth with no direct funding from the government.

Equipage Export Fund - NEXA Capital is in the early stages of structuring a public-private financing vehicle to

support the export of NextGen technology and early adoption by the international aviation community.

NEXA Confidential – Subject to NDA Page 9

One Hundred Twelfth Congress

of the United States of America

AT THE SECOND SESSION

Begun and held at the City of Washington

on Tuesday, the third day of January, two

thousand and twelve.

To amend title 49, United States Code, to

authorize appropriations for the Federal

Aviation Administration for fiscal years

2011 through 2014, to streamline

programs, create efficiencies, reduce

waste, and improve aviation safety and

capacity, to provide stable funding for the

national aviation system, and for other

purposes.

NextGen Equipage Fund – Commercial Airline Focus

NextGen Equipage Fund:

Limited Liability Company and share

issuer

Operating lease equipment title holder

Maintains all financial and contractual

relationships

Full liability protection to

investors/owners

Established board, and appoints GP

Limited Partners:

Aggregate equity investment

Oversight through LP board of directors

Share issuance comprising common and

preferred shares

General Partner:

Primarily responsible for financial and

business performance of the entity

Employs and compensates top

management

Equity carry 20%

LP 1Limited Partner Level LP n

General Partner Level:NEXA

GP

Operators\

Air

lines

Capit

al M

arkets

Avio

nic

s

Suppliers

FA

A

Guarantees

Liability and Risk Ceiling

NextGen

Equipage Fund,

LLC

Commercial

Lenders

Public-Private

Partnership

Equity

12 Year

Bonds

NEXA Confidential – Subject to NDA Page 10

Capital:

Debt $1 billion

Equity $100 million

Section 221

US Treasury 90%

Guarantees

NextGen GA Fund – General and Business Aviation Focus

NEXA Confidential – Subject to NDA Page 11

NEXA GP &

Mgmt. Co. II

LP1 LP2 LP3 LPn

National

Lenders

Regional

Lenders

Specialty

Lenders

NextGen GA

Fund

GA Aircraft

Owners

and Operators

Fin

an

cin

g A

dv

iso

ry, S

ale

s a

nd

Ad

min

istra

tive W

eb

Po

rtal

Default

guarantees

Capital

Treasury and Finance

Procurement

Supply Chain

Credit Management

$50MM Equity

Commercial

Debt

Facility

Section 221

US Treasury 90%

Guarantees

PPP

$500MM

Debt

• Satisfies “Equity at

Risk” (Sec 221)

• Provides needed

governance

• Anchors industry

commitment

Limited Partner Investors

• Aerospace LSIs

• Aerospace Manufacturers

• Avionics Manufacturers

• Institutional Investors

• Industry Associations

Single

Equipment

Buyers

Single

Equipment

Renters

Small

Equipment

Lessees

Fleet

Lessees

Single

Equipment

Fin’l Loans

Capital:

Debt $500 million

Equity $50 million

NextGen GA Fund, LLC

UAS America Fund – PPP Business and Investment Construct

NEXA Confidential – Subject to NDA Page 12

Commercial

Debt

Facility

US Treasury

Loan

Guarantees

(See Next Chart)

UAS Fund Investment LPs

$2 Billion

$200 Million

General

Partner

UAS Fund Advisory

Board

TBD

Investment

Individual UAS

Project Consortia

Repayment

Technical Advisors

Business Advisors

UAS Fund

Business

Case

UAS America Fund:

• Limited Liability Company and share issuer

• Operating and borrowing entity

• Executes all financial and contractual relationships

• Full liability protection to investors/owners

• Established board, and appoints GP

Limited Partners:

• Aggregate equity investment of $200 million or as

otherwise agreed

• Oversight through LP board of directors

• Share issuance comprising common shares

• Participates in business of the Fund

General Partner:

• NEXA General Partnership & Management

Company, LLC

• Primarily responsible for operation and

administration of the UAS Fund

• Responsible for capital raising, banking and

fiduciary matters

• Directs legislative and policy programs

• Conducts pre-investment studies and manages

projects

Professional Advisors:

• Legal and Accounting Team

• Business Advisors

• Legislative Advisors

Section 3

NEXA Confidential – Subject to NDA Page 13

NEXA Advisors Focus: Value Enhancement

NEXA Advisors has deep expertise in selected

industry sectors:

Passenger Airlines and Alliances

Cargo and Integrated Logistics Operators

Aerospace and Aviation Supply Chain Manufacturers

General and Business Aviation Suppliers/Operators

ANSP, FAA and Air Services Operators

Civil Regulatory and Safety Oversight Agencies

Airports and Air Services Providers

Unmanned Aircraft Systems

The professionals of NEXA Advisors have a

unique understanding of the challenges facing

the industry.

This positions NEXA Advisors to offer better

insights and solutions than any other

consulting firm. NEXA provides clients with

innovative, value-adding, and pragmatic

consulting services and products.

NEXA executive officers directly supervise major

projects, with immediate responsibility for

client deliverables and client satisfaction.

Dedicated, cross-functional project teams

deliver extensive experience in the areas

required.

NEXA Confidential – Subject to NDA Page 14

Customer

Relationship

Management

Consumer

Franchise

Value

Proposition

Product/

Service

Offering

Consumer

ExperienceBrand

Marketing

Communication

Channels

• Defined Core Segments

for Lifetime Value

Creation

• Differentiated

Value

Propositions

Aligned by

Segment

• Required Consumer

Experiences Aligned with

Value Propositions

• Aligned Product/

Service Offerings

to Fulfill Value

Propositions

• Realized Value Through

Building Long-Term Brand

Equity

• Maximized

Marketing

Communications

(effective and

efficient)

• Optimized

Channel Mix to

Reach/Serve

Target Customers

and Strengthen

Brand

• Integrated Strategies

to Increase Loyalty at

Lower Costs

NEXA Advisors – Service Experience by Sector

NEXA

A

dvisors Service Lines

Merger and

Acquisition Advisory

Aviation Policy

and Planning

SHV, EV, Economic and

Cost Benefit Consulting

Specialist

Advisory Services

Business Process

Improvement

Corporate Recovery

and Bankruptcy Advisory

Cost Reduction and

Supply Chain Improvement

Business and

Organizational Strategy

Operations Research and

Risk Management Consulting

Business Transformation

and IT Outsourcing Advisory

Passenger

Airlines

and

Alliances

Cargo and

Integrated

Logistics

Operators

Aerospace

and Aviation

Supply

Chain Manu-

facturers

GA &

Business

Aviation

Suppliers/

Operators

ANSP, FAA

and Air

Services

Operators

Civil

Regulatory

and Safety

Oversight

Agencies

Airports

and Air

Services

Providers

Financial

Institutions

and Equity

Markets

Expertise

NEXA Confidential – Subject to NDA Page 15

Cost Reduction and Supply Chain Improvement

Aviation Industry Segments With Qualified NEXA Experts

NEXA personnel have worked extensively within the

aviation industry on major cost reduction initiatives,

improving the supply chain as well as sourcing indirect

costs. We focus on improving the practices that stand in

the way of sustainable efficiencies.

Competitive

Benchmarking

Fixed-to-Variable

Cost Programs

Supply Chain

Improvement

Strategic Sourcing

• Competitive value

dynamics

• Best in Class

benchmarking

• Global best practices

• Cultural change

benchmarking• Dynamic VCA modeling

• Strategic next generation cost

analysis

• FTV framework

• 5th stage modeling • Strategic value framework

• Strategic sourcing for

value methodology

• Frame agreements for

aviation industry

• Operational risk

management tools

• Business process

outsourcing

Our integrated teams blend deep industry expertise with unmatched service

capabilities, tools and industry perspectives

Passenger

Airlines

and

Alliances

Cargo and

Integrated

Logistics

Operators

Aerospace

and Aviation

Supply

Chain Manu-

facturers

GA &

Business

Aviation

Suppliers/

Operators

ANSP, FAA

and Air

Services

Operators

Civil

Regulatory

and Safety

Oversight

Agencies

Airports

and Air

Services

Providers

Financial

Institutions

and Equity

Markets

NEXA

A

dvisors Service Lines

Merger and

Acquisition Advisory

Aviation Policy

and Planning

SHV, EV, Economic and

Cost Benefit Consulting

Specialist

Advisory Services

Business Process

Improvement

Corporate Recovery

and Bankruptcy Advisory

Cost Reduction and

Supply Chain Improvement

Business and

Organizational Strategy

Operations Research and

Risk Management Consulting

Business Transformation

and IT Outsourcing Advisory

NEXA Confidential – Subject to NDA Page 16

NEXA Sourcing Strategies for Airlines

Accelerated Sourcing

Leverage Existing

Agreements

Supply Market Solutions

• Direct negotiations with

incumbent supplier(s)

• e-sourcing tools (e.g.,

eRFI/RFP, online auctions)

• Proprietary net market-based

solutions

• Buying and co-op volume alliances

• Client’s pre-negotiated

sourcing alliance price

agreements

Multi-Channel Sourcing• Mega-sourcing strategy

• Combination of face-to face and

online negotiation strategies,

multiple rounds of negotiations

• Supplier site visits

• Supplier development

Enabling Customer and

Supplier Constituents

• E-Procurement platform

• Supply chain collaboration

• Design collaboration

• Usage collaboration

Demand Management• Usage reduction

• Adoption of alternative ways for

fulfilling needs

Readily Available Solutions

• Leverage readily available solutions to attain immediate savings

• Typical categories

— Print (marketing collateral) and web services

— IT (PCs, workstations)

Accelerated Sourcing

• A rigorous and analytical process that accelerates the savings capture for non-complex categories and where organizational buy-in is less critical

• Typical categories

— IT hardware (customized)

— Consumables

Classic Sourcing

• A rigorous, strategic process typically conducted over a 4–6 month time period; includes supplier market analysis, spend profiling and analysis, supplier identification, strategy development, and competitive selection, negotiations, and outsourcing

• Typical categories

— IT services

— Avionics

— MRO

E-Procurement Services

• Technology enablement • Collaborative platform for tighter business integration

Outsourcing

NEXA Confidential – Subject to NDA Page 17

Section 4

NEXALeadership

NEXA Confidential – Subject to NDA Page 18

Our Professionals are Alumni of an Exclusive List of

Highly Respected Companies

As Partners and Officers of Professional Firms:

AT Kearney

Booz Allen & Hamilton

Arthur Andersen

PricewaterhouseCoopers

Accenture

KPMG

As Industry Executives and Senior Managers:

JetBlue Airways

American Airlines

Federal Aviation Administration

GEC Canadian Marconi Company

OAG/Back Aviation

Advising Major Aerospace Companies:

Exelis Inc.

Northrop Grumman Corp.

Airbus North America

Boeing Corporation

General Dynamics

Lockheed Martin

Embraer

Serving Government:

Federal Aviation Administration

Transportation Security Administration

Export Import Bank

Advising Airlines and Suppliers:

JetBlue Airways

Continental Airlines

United Airlines

Northwest Airlines

US Airways

British Airways

Lufthansa

United Postal Service

Swissair

Air Malta

Orbitz

Serving Business Aviation:

Avantair, Inc.

Piaggio, SpA

Intel Corporation

National Business Aviation Association

General Aviation Manufacturers Association

Advising Institutional Investors and Lenders:

Permira Beteiligungsberatung GmbH

Granite Creek Partners

Jacob Rothschild Holdings

Eton Park

GE Capital

Virgo Societas

Bear, Stearns & Co., Inc.

NEXA Confidential – Subject to NDA Page 19

NEXA Senior Executive Team

With over thirty years' industry exper-

ience, Michael is a trusted advisor to

institutional investors and top

management in the aerospace,

transportation and finance sectors.

Specializes in corporate finance,

business strategy, strategic sourcing, enterprise value

dynamics.

Officer, Principal, Senior Managing Partner, and/or

Managing Director with the aerospace and

transportation practices of AT Kearney Inc., Booz Allen

& Hamilton Inc., PwC LLP, Arthur Andersen LLP

Principal corporate finance advisor to ITT on its 2007

$1.85 billion ADS-B award from the U.S. FAA, SE-2020

(2010) and DCIS (2011).

Current and former clients include many of the world's

leading aerospace companies such as Boeing, Embraer

and Rolls-Royce, airlines such as American, Swiss, and

easyJet. He has also been a trusted advisor to several

FAA administrators.

Engineer and GPS Product Manager for avionics

manufacturer Canadian Marconi Company.

Holds a Master of Science in Aeronautics and

Astronautics from Massachusetts Institute of

Technology, and a B.Sc.Eng. in Geodesy and

Geomatics from the University of New Brunswick.

Michael J. Dyment,

Founder and Managing Partner

NEXA Confidential – Subject to NDA Page 20

Jim is an experienced professional

with operational and strategic

expertise in the logistics,

transportation, and technology sectors

where his roles have ranged from

operations management to venture capital.

He supports both NEXA and its clients in shaping

business strategy and growing enterprise value

through financial analysis and comprehensive due

diligence.

In a management consulting role with Accenture he

advised several government agencies as well

as private clients on logistics and technology issues

ranging from strategic resource allocation to asset

management and workforce efficiency.

As an industrial engineer with UPS he supervised the

implementation of its industry-leading technology

rollout saving $600MM through standardization and

optimization of the package delivery cycle

Jim earned his MBA from The Darden School of

Business as well as dual Bachelor of Science degrees

in Industrial Engineering and Manufacturing

Engineering from Northwestern University.

James P. Hughey,

NEXA Capital, Managing Partner

NEXA Senior Executive Team

NEXA Confidential – Subject to NDA Page 21

Russell G. Chew is a Senior Advisor

of NEXA, advising on financial and

operational matters for the aero-

space sector since July of 2010.

He is also acting Chairman of a NEXA

portfolio company, NanoVapor Inc.

Prior to joining NEXA, Russ joined

JetBlue Airways as Chief Operating

Officer in March 2007 and was

named President in September 2007. Russ was

responsible for the low-fare airline’s reliable and safe

operations of more than 600 daily flights to 52 cities

in eight countries.

Prior to joining JetBlue, Russ served as Chief

Operating Officer for the Federal Aviation

Administration from 2003 through 2007. Here he

organized many of the NextGen programs coming

together today.

Until then, Russ was with American Airlines for 17

years. Russ held a number of positions of increasing

responsibility within the System Operations and

Operational Planning functions of American Airlines.

Mr. Chew attended Stanford University for his

undergraduate studies and earned his doctoral

degree from the University of Southern California.

Russell G. Chew,

Senior Advisor

Matthew S. Bieschke,

Managing Partner

Matthew is a seasoned management,

strategy & finance consultant with

significant experience serving government

& private sector clients as their trusted

advisor on domestic and international

infrastructure projects.

He is an expert in Public-Private Partnerships (PPPs), and

has closed transactions as a senior advisor to both bidding

consortiums and governments globally.

He has supported initiatives and referenda to create

dedicated funding sources and program management and

policy support to the Federal Aviation, Federal Highway, and

Federal Transit Administrations. Additionally, he provided

investment banking underwriting services for municipal

clients with Bear, Stearns & Co., Inc.

Prior to joining NEXA, Matt was Vice President with Parsons

Brinckerhoff, a leading global engineering and planning

firm. He led the firm’s commercial sector consulting,

transaction due diligence, and procurement advisory

practices with a focus on PPPs.

He holds Master of Science degrees in both Transportation &

Urban Systems Engineering and International Project

Management & Finance, as well as a BS in Civil Engineering,

from Washington University (St. Louis).

Matt also is a licensed single-engine instrument-rated pilot.

NEXA Senior Executive Team & Contact Information

NEXA Confidential – Subject to NDA Page 22

Captain Krakowski previously served as

the Chief Operating Officer of the Federal

Aviation Administration's (FAA) Air Traffic

Organization for 3-1/2 years.

As COO, Mr Krakowski was responsible

for all aspects of the U.S. air traffic control system —

its operation and maintenance, financial performance,

research and acquisition of new systems and

equipment, and planning for the air traffic control

system of the future.

He came to the FAA from United Air Lines where he

spent nearly 30 years in a variety of senior

management positions. His last position was Vice

President of Flight Operations where he was

responsible for flight operations, flight training and

standards, technology and labor relations.

Previously, as United's Vice President of Corporate

Safety, Security and Quality Assurance, he was

responsible for managing all aspects of corporate and

flight safety, security and regulatory compliance. On

9/11, he was in charge of United's operations control

as Director of Flight Operations Control.

Mr Krakowski holds a master's degree in business and

management from National-Louis University and a

bachelor's degree in aircraft maintenance engineering

from St. Louis University's Parks College.

Hank Krakowski,

NEXA Capital, Principal

Head

Office

NEXA Capital Partners, LLC

2020 K Street NW, Suite 520

Washington, DC 20006

USA

Phone Direct: +1-202-558-7417

Website www.nexacapital.com