thinkgreen! web overview

Overview of:

STRICTLY CONFIDENTIAL

THiNKGREEN! Global Advisors, inc.

CONFIDENTIAL – NOT FOR DISTRIBUTION

Execu&ve Summary

Ø  THiNKGREEN! has deep domain knowledge and experience with Cleantech Companies, Renewable Energy Projects and Defense technology with a dedicated focus on major industry players’ relaFve rapid technology deployment.

Ø  TradiFonal overlapping industry segments embracing efficiency and driving boJom-‐line growth offering investors a range of risk/return on long-‐term contracted revenue streams from high credit-‐quality suppliers and off-‐takers.

Ø  THiNKGREEN! provides senior-‐level aJenFon throughout the enFre process from beginning to close, with special

focus on moving toward closing expediFously with a well communicated capital markets process while maintaining utmost integrity, professionalism, regulatory compliance and a genuine passion for “gePng it right” for clients.

Ø  THiNKGREEN! maintains strong relaFonships with the leading renewable sector focused private families, strategic partners and insFtuFonal investors for both growth capital and project finance capital across a wide spectrum of structures and risk tolerances.

Ø  THiNKGREEN! maintains and manages a robust proprietary database of over 100,000 Cleantech / Renewable Companies and over 6000 “Sustainable” or “Impact” focused insFtuFonal investors’ preferences, investments and key structure criteria. Our money-‐flow analysis and taxonomy ID’s overlapping trends in basic industry groups providing 360 degree view. Data is NOT purchased but generated from thousands of one-‐on-‐one conversaFons.

Ø  THiNKGREEN! focuses on ü  Private capital -‐ $10 -‐ $100 million in size, both for operaFng & growth capital ü  Project finance -‐ $100 -‐ $250 million in size, both for operaFng & growth capital ü  M&A -‐ $50 -‐ $250 million in size, both for Buy-‐side & Sell-‐Side

Ø  Since 2008, THiNKGREEN! enjoys a highly recognized branded pladorm offering clients and partners the collecFve wisdom of highly experienced, senior-‐level investment bankers, with bulge-‐bracket experience that have executed transacFons totaling over $160 billion in transacFon value.

Ø  We have a reputa&on for listening!

2

Who is THiNKGREEN! Global Advisors?


Ø  THiNKGREEN! Global Advisors is the dedicated Cleantech , Energy and Defense Tech division of New Century Capital Partners (NCCP), which is a FINRA broker-‐dealer investment bank focused on Ins&tu&onal Capital Raising, M&A Advisory, Valua&on and Restructuring transac&ons within high-‐growth sectors of the Technology Industry

Ø  THiNKGREEN! strives to work closely with growth companies within the Cleantech, Energy and Defense industries to bring ins&tu&onal growth capital from leading VC, Private Equity and Strategic investors ü  Execute private capital raises for growth funding of strong growth companies ü  Advise on mergers, acquisiFons and divesFtures for growth, restructuring and/or exit strategies ü  Provide business development advisory as well as valuaFon experFse and fairness opinions ü  Establish and maintain long-‐term relaFonships with high-‐growth companies and insFtuFonal investors in a

comprehensive advisory capacity

Execu&ve Summary

3

Overview of THiNKGREEN! Global Advisors and New Century Capital Partners

Cleantech / Renewable

Technology Manufacturing

SoUware & Mobile Apps

Advanced Materials

Digital Media

Defense Technology

HealthCare

Natural Gas & Energy

Ø  Ins&tu&onal Capital Raising •  Private Equity & Debt •  Project Finance

Ø  M&A Advisory •  Sell-‐Side and Buy-‐Side •  Take Private

Ø  Ins&tu&onal Investors •  Deal OriginaFon •  Pordolio Company Services •  InsFtuFonal Fund Raising •  Pordolio Management

Ø  Restructuring

Ø  Valua&on / Fairness Opinions


Execu&ve Summary

4

Overview of THiNKGREEN! Global Advisors

Ø  Exper&se in Cleantech/Renewable Energy, Tradi&onal Energy and Defense Technologies ü  New York and Los Angeles based bouFque investment banking advisory firm with dedicated focus ü  Capital Raising, M&A Advisory, Project Financing and Government Procurement SoluFons ü  Banking team has over 130 years collecFve financial and banking experience in Energy, UFliFes and Technology ü  Advisory Board brings industry experFse in hybrid transportaFon, biofuels, wind & solar power generaFon,

equipment leasing and military/defense technologies.

Ø  Strong Rela&onships with Cleantech and Energy Ins&tu&onal Investors and Related New Energy Par&cipants ü  Key relaFonships with Cleantech and Energy focused private equity, venture capital and strategic investors as

well as providers of senior debt and project finance soluFons. ü  Senior bankers have completed more than 120 transacFons valued at over $12 billion within various structures.

Ø  THiNKGREEN! Service Offering Supports Full Suite of Capabili&es Targeted at IMPACT to the Triple-‐boWom-‐line.

Investment Banking & Strategic Advisory

•  Ins&tu&onal Capital Raising •  M&A and Strategic

Corporate Advisory •  Private Equity & Debt •  Business Development

Advisory

Project Finance, Equipment Leasing & Tax Equity

•  Project Financing •  Equipment Finance •  Senior & Sub. Bank Debt •  Leasing Solu&ons for

Commercial, Federal, State, and Municipal applica&ons

Government Policy & Federal Funding SoluFons

•  Government Policy Advisory

•  Energy Policy Research •  Federal Funding Sourcing •  Government Contrac&ng


Execu&ve Summary

Ø  Senior-‐Level Dedicated AWen&on Throughout Transac&on Process ü  Clients receive dedicated aJenFon of senior members of the THiNKGREEN! team throughout the enFre

transacFon or advisory process from iniFal call to successful close. ü  THiNKGREEN! will fully prepare client with all necessary sales and markeFng materials, including execuFve

summaries, management presentaFons, business plans, roadshow coaching and rehearsals, and due diligence review materials.

ü  THiNKGREEN! will thoroughly review all company financial models and prepare financial staFsFc summaries and presentaFon models that are ready for an insFtuFonal audience.

Ø  Background of THiNKGREEN! Global Advisors Team ü  THiNKGREEN! team members have backgrounds in Investment Banking, InsFtuFonal Sales & Trading,

Pordolio Management, Equipment Leasing and New Business Development. ü  Over 60 years of collecFve corporate finance experience. ü  THiNKGREEN! bankers have completed over 120 transacFons totaling over $12 billion across many sectors,

including Energy, Technology, Defense, Renewable Energy and Clean Technology industries. ü  Strong relaFonships with key insFtuFonal investors in Cleantech, including venture capital, private equity,

hedge fund and senior debt investors. ü  Prior experience of team members includes:

5

Overview of THiNKGREEN! Global Advisors


Ø  New Century Capital Partners, based in Los Angeles, CA, is a full-‐service broker dealer with a prisFne reputaFon in Mergers & AcquisiFons Advisory and Private Capital Raising as well as Restructuring and ValuaFon services within various high-‐growth sectors of the Technology industry:

Ø  NCCP has a stellar track record, having advised in over $100 billion in Mergers & AcquisiFons transacFons and over

$50 billion in private and public capital raising and has worked with some of the largest global companies

Ø  In the last two years, New Century has completed over 30 transacFons, represenFng over $5 billion in transacFon value across various sectors of Technology Industry

Ø  THiNKGREEN! NCCP has stellar partnerships and preferred broker relaFonships with leading investment banks:

Execu&ve Summary

6

Overview of New Century Capital Partners

•  Digital Media •  Mobile Technology •  Medical Device

•  SoUware •  Internet Technology •  Semi Cap Equipment


Healthcare Group

Execu&ve Summary

7

THiNKGREEN! / NCCP Banking Group Senior Team Members

Richard Innenberg San Francisco

20 years Experience

Kevin Brooks New York

22 years Experience

ScoW Jenkins Los Angeles

23 years Experience

Jeremy Pinchot New York

24 years Experience

Peter Latour Los Angeles

22 years Experience

Ian Gardner Los Angeles

20 years Experience

Nick Graham Dallas

16 years Experience

Jay Dempsey Dallas

11 years Experience

Aaron Kneas CharloJe

11 years Experience

Cleantech / Energy Group

Outsourced Services Group

Mark Salter Los Angeles

25 years Experience

JC Pollak San Francisco

20 years Experience

Steve Terry San Francisco

20 years Experience

Sean Jackson Los Angeles

15 years Experience

Chris&an Falk San Francisco

18 years Experience

Sean Sundstom New York

25 years Experience

George Panagos New York

16 years Experience

Gretchen Lium New York

12 years Experience

Technology / Digital Media Group


Execu&ve Summary

8

Cleantech / Energy Group – THiNKGREEN! Team Members

Managing Directors and Senior Advisors

Peter Latour

• 22 years experience Capital Markets and Investment Banking

•  Head of Lease Finance for TGGA •  AXA Advisors – PorKolio Strategies •  Roth Capital – Equity Capital Markets •  Wheat First Butcher Singer •  NYU – Stern School of Mgt., MBA

Adrian LaTrace

James Gaspard Tim Ryder Dr. Chris Burbage

ScoW Jenkins

•  Investment Banking & Co-‐Founder •  23 years investment banking experience •  CIBC World Markets / Oppenheimer •  Laurus Capital – Valens Capital Mgt. •  Roth Capital Partners •  Robinson-‐Humphrey Soloman Smith Barney • Cornell – Johnson School, MBA

Kevin Brooks

•  CEO, Cap Markets, Investment Banking, Founder •  20 years experience as Energy & U^liês ins^tuônal sales & trading

•  Merrill Lynch •  Pali Capital – Kevin Dann Partners •  Robinson-‐Humphrey Soloman Smith Barney •  The Citadel, BS

Associates and Analysts

Sebas&an Bell Charles Edwards Shaun Ahuja •  Banking/Capital Markets Analyst •  2 years experience •  California Polytechnic Univ., BS

•  Banking/Capital Markets Analyst •  2 years experience •  Geaysburg College, BA

•  Banking/Capital Markets Associate •  7 years experience •  Villanova University, BS

•  25 years experience Renewable Energy and Aerospace Technology

•  Prior CEO of Mainstream Renewable Power, North America

•  Former Wind Project Development for Acciona Windpower

•  Kellogg School of Management, MBA

• 20 years experience in Transportaôn & Clean Energy Transportaôn business development

•  BioChar Now •  Designline USA, LLC • Champion Bus •  Univ. of Texas Aus^n, JD, MBA

• 30 years experience Cleantech business development & corporate leadership

•  CEO of Archimedes Ligh^ng Systems •  Prior CFO of Lithium Tech Corp. •  Prior CFO of Excelergy •  Partner -‐ Whetstone Capital •  Virginia Darden School of Mgt., MBA

•  20 years experience Alterna^ve Fuels, Algae Biofuels and Algal Biology

•  Specialist in Algal Biology •  Dept. OEAS at Old Dominion University

•  The Citadel, BS •  Univ. of GA, Ph.D., Marine Sciences

Ian Gardner •  20 years experience Cleantech Consul^ng & Investment Banking

•  Boston Consul^ng Group •  Oracle Capital •  Duke Energy •  Davidson College, BS •  UCLA – Anderson School, MBA

Jeremy Pinchot • 20 years experience Equity Research, Capital Markets and Advisory

•  Integrated Corporate Relaôns (ICR) •  Gilford Securiês •  Monness, Crespi, Hardt & Co. •  APCO Worldwide •  Ohio Wesleyan Univ., BA

Thomas Codazzi •  Banking/Capital Markets Analyst •  3 years experience •  ESSEC – France, MBA

Peter Torrellas

• 22 years experience Capital Markets and Investment Banking

•  Head of Lease Finance for TGGA •  AXA Advisors – PorKolio Strategies •  Roth Capital – Equity Capital Markets •  Wheat First Butcher Singer •  NYU – Stern School of Mgt., MBA


Execu&ve Summary

9

The THiNKGREEN! Global Network “A few of our friends”

Make It Right FoundaFon Sustainable Non-‐Profit

Board Member Advisory for Actor Brad PiJ

NYC Cleantech Incubator Board Member via LACI

Academic Access Project Development

Talent Pool

Regular Speaking Engagements Annual Presenter and Panelist

Targeted OriginaFon

Advanced Technology Intros Rapid TesFng, AdopFon & Procurement

Intel, Military Special Forces and SEAL Teams

Army Rangers, DoD & SOCOM Rapid Procurement and

Advanced Unmanned Systems

City Building Projects Business Pedigreed InternaFonal Reach

High Touch Referrals & OriginaFon


Execu&ve Summary

10

Technology Advancement / Renewable Energy Landscape Overlaps Standard Industries

AlternaFve Fuels Advanced Materials TransportaFon Energy Efficiency

Geothermal Green Buildings Power Storage

Waste-‐to-‐Energy

•  Biomass •  Cellulosic Ethanol •  Algae •  Hydrogen •  Syn Gas / Syn Diesel

•  Bio-‐plas&cs •  Recycled fiber/ rubber

•  Nano-‐Technologies •  Enzyma&c substrates

•  ICE Conversion •  PHEV/EV Powertrains •  Fleet Vehicles •  Charging Infrastructure

•  Ligh&ng/LED/SSL •  RFID •  Monitors, Meters, Sensors, Controls

•  Grid efficiency

•  Equipment manufacturers

•  Combined hea&ng & cooling

•  Electrical genera&on •  Project developers

•  HVAC •  Automa&on/Controls •  Eco-‐building materials •  Building-‐integrated solar and wind

•  BaWeries •  Fuel cells •  Flywheels •  Compressed air technology

•  Natural Gas Drilling & Explora&on

•  SoUware & Tech •  Water Remedia&on •  Well Enhancement

•  Municipal solid waste •  Flue Gas •  Gasifica&on/Pyrolysis •  Anaerobic diges&on

Water

•  Water filtra&on •  Wastewater recycling •  Desalina&on •  Water-‐from-‐air

Wind

•  Turbine technology •  Wind farm development and management

•  Microwind

Defense

•  Unmanned Systems •  SoUware / Hardware •  Disaster Relief •  Advanced Robo&cs •  Off-‐Grid Technology

•  Bio-‐plas&cs •  Recycled fiber/ rubber /plas&c

•  Nano-‐Technologies •  Enzyma&c substrates

Natural Gas


Execu&ve Summary

11

Stellar Private Equity and Project Finance Investor Rela&onships THiNKGREEN! has Strong RelaFonships with Leading InsFtuFonal Investors

Venture Capital Private Equity


Execu&ve Summary

12

Highlighted Past Investment Banking Engagements

Company Descrip&on HQ Mandate Transac&on

Size

Solar PV & LED lighFng system soluFons installer

Bronx, NY Project and lease finance (mulFple deals)

$1m -‐ $5m (per deal)

Independent natural gas and condensate exploraFon & producFon company

Houston, TX Project capital raise for nat gas producFon

$128.5m

Plug-‐in Hybrid automoFve vehicle manufacturer for consumer market

Irvine, CA Capital raise for growth capital

$28.5m

Electric medium duty truck designer for commercial fleet market

Allentown, PA Capital raise for growth capital

$10m

Total Fee Revenue (per closed deals): $2.1m


Execu&ve Summary

13

Current Lead on Ac&ve Investment Banking Engagements

Company Descrip&on HQ Mandate Transac&on

Size

Rechargeable small-‐format baJeries for hearing aids and wearable electronics, as well as nanocoaFngs in auto market

Vancouver, Canada

Capital raise for growth capital

$15m

Independent natural gas and condensate exploraFon & producFon company

Houston, TX Project capital raise for nat gas producFon & M&A

$250m $25m

AutomoFve market: switchable glazing for sunroof and rear cabin glass

Irvine, CA Strategic Capital raise for growth capital

$40m

Printer toner and cartridge Recycling Company X

Not Disclosed M&A Advisory $40m

Total Fee Revenue (per engagement agreements): $15m


Execu&ve Summary

14

Selected Transac&ons

THiNKGREEN! bankers have deep experience in Energy, Cleantech & Defense technologies

Secondary Offering

$75,000,000

Lead Manager

Equity Placement

Secondary Offering

$496,800,000

Joint Lead Manager

Secondary Offering

$974,500,000

Co-Lead Managed

IPO

$16,500,000

Selling Group Member

Private Placement

$150,000,000

Placement Agent

Private Placement Reverse Merger

$10,000,000

Financial Advisor

Private Placement Reverse Merger

$12,000,000

Financial Advisor

Private Placement

$5,000,000

Placement Agent

Private Placement

$45,000,000

Placement Agent

Equity Placement

$150,000,000

Lead Financial Advisor

Private Placement

$25,000,000

Placement Agent

NATIONAL WATER & POWER

Private Placement

$30,000,000

Financial Advisor

Strategic Advisory Business Development

Financial Advisor

DOE Loan Financing

$132,000,000

Financial Advisor

Private Placement

$185,000,000

Placement Agent

Private Placement

$6,000,000

Placement Agent


Financial Advisor


Financial Advisor

Project Finance

$1,000,000

Placement Agent

Private Placement

$120,000,000

Placement Agent


Financial Advisor

Private Placement

$6,000,000

Financial Advisor

NET-ZERO-ENERGY

Private Placement

PENDING

Financial Advisor

Private Placement

PENDING

Financial Advisor


Execu&ve Summary

15

Selected Transac&ons

New Century Capital Partners has advised on over $6 billion in aggregate transacFon value

$1,800,000,000

Oil and Gas Rendered a fairness opinion to

the board of directors

eCommerce Advised board of directors

in connection with Virgin Charter

$80,000,000

Financial Technology Rendered a fairness opinion to

the board of Dekania Corp.

$60,000,000

Technology Services Exclusive Financial Advisor

$40,000,000

Video Conferencing Financial &

Restructuring Advisor

Online Travel

Exclusive Financial Advisor

`

$81,000,000 Healthcare Provider

has been sold to Exclusive Financial Advisor

to Target

$17,500,000

Specialty Finance Rendered a fairness opinion to the special committee to the

board of directors

$131,000,000 has acquired

Transaction Processing Exclusive Financial Advisor

to Target

$158,100,000 Digital Media Services

has acquired

Exclusive Financial Advisor to Acquiror

$18,000,000 Digital Media Services

has acquired


Internet Advertising Sale of Minority Stake

Financial Advisor

$33,000,000

Business Services Rendered a fairness opinion to

the board of directors

has been sold to

Exclusive Financial Advisor to target

Financial Services

$9,000,000

has been sold to

Exclusive Financial Advisor to Target

$125,000,000

has been sold to


$20,000,000

Specialty Finance Exclusive Financial Advisor

has been sold to



Private Placement Exclusive Financial Advisor

has been sold to


$27,000,000 $10,000,000

has received an equity investment from


$33,000,000 Has been sold to


has been sold to


RGM GROUP $45,000,000 $45,000,000

has been sold to


Execu&ve Summary

16

New Century Capital has Vast Advisory and Financing Experience – As the Lead Investment Banker

No. Company Services Provided Role1 24/7 Real Media Financing Lead2 ACS Financing3 ad pepper media Advisory Lead4 Adero Advisory/Finan. Lead5 ADP/ProBusiness Advisory/Finan. Lead6 Advanced Micro Devices Advisory Lead7 Adventure Partners Advisory/Finan. Lead8 Aether Advisory Lead9 Alacritech Financing Lead10 Amdocs Financing11 AOL Time Warner/eVoice Advisory/Finan. Lead12 Arsenal Digital Solutions Financing Lead13 Ask Jeeves Advisory Lead14 Atari Financing Lead15 Avasta/Chapter 2 Financing Lead16 BabyUniverse Financing Lead17 Blackstone Group Advisory Lead18 Blue Coat Sys./Ositis Soft. Advisory Lead19 Bristol-Myers Squibb Advisory Lead20 Brite Media Group Advisory21 Burlington Coat Factory Advisory Lead22 Cable and Wireless/Exodus Financing23 CalTex Holdings Advisory Lead24 Certicom Financing Lead25 Clarent Financing26 Clorox Advisory Lead27 Concentric Network Financing Lead28 Convergys Financing29 Cott Retail Brands Advisory Lead30 Critical Path/Isocor Advisory/Finan. Lead31 Digimarc Financing Lead32 Digimarc Advisory Lead33 DivX Financing34 Docent Advisory Lead35 DTS Inc. Advisory Lead36 E*TRADE Financial Advisory/Finan. Lead37 eGain Financing Lead38 excite@home/iMall Advisory/Finan. Lead39 F5 Networks/MagniFire Advisory Lead40 Federated Department Store Advisory Lead41 Forrester Research Financing

No. Company Services Provided Role83 PetCo Advisory Lead84 Phone.com Advisory Lead85 Premiere Global Services Financing Lead86 PRG-Schultz Int'l Advisory Lead87 Profit Recovery Group Advisory/Finan. Lead88 Provant Financing89 Provenance Systems Financing Lead90 Providea Advisory Lead91 PSINet/Metamor Advisory Lead92 Reuters/Multex.com Advisory/Finan. Lead93 SAFLINK/SSP-Litronic Advisory Lead94 SBC Communications/Prodigy Financing Lead95 SBC/FlashNet Financing Lead96 Securify Financing Lead97 SendTec Advisory/Finan.98 Sunguard Advisory Lead99 Surfect Advisory/Finan. Lead

100 Synplicity Financing Lead101 TAC Acquistion Corp Advisory Lead102 Talisma/Knowledgebase Advisory Lead103 TBC Corporation Advisory Lead104 TeleTech/NewGen Results Financing105 Tellabs Advisory Lead106 TiVo Financing Lead107 Transmeta Financing108 Travelzoo Financing Lead109 TRC Financing Lead110 TSI International Software Advisory Lead111 United Auto Group Financing Lead112 United HealthCare Advisory Lead113 Universal Access Financing114 ValuJet Advisory Lead115 VASCO Data Security Financing Lead116 VeriSign/Illuminet Advisory/Finan. Lead117 Videonics Financing118 Vignette Advisory Lead119 Visto Financing Lead120 Vitesse Semiconductor Financing Lead121 WebWare Financing Lead122 West Corp./Raindance Financing Lead123 WorldNow Advisory/Finan. Lead

No. Company Services Provided Role42 Fundtech Advisory/Finan. Lead43 G8Wave Financing Lead44 Gap Financing45 Gartner/META Group Financing Lead46 General Dynamics Advisory Lead47 Go Daddy Group Financing48 Goal.com Financing Lead49 Google/Abacus Advisory/Finan. Lead50 Google/Messagemedia Financing Lead51 Hughes Network Services Advisory Lead52 iBasis Advisory/Finan. Lead53 iBeam Financing54 IBM/Candle Advisory55 IBM/Corio Financing56 ICT Group Financing Lead57 IDT/Net2Phone Advisory/Finan.58 Informatica/Evoke Financing59 InsWeb Advisory Lead60 Integrated Silicon Solution Financing61 Integration Associates Financing Lead62 Intelius Financing63 Intuit/Digital Insight Advisory64 IPAC Financing65 J2Global Comm./JFAX Financing Lead66 Jazz Semiconductor Financing Lead67 J-COM Financing68 KLA-Tencor Financing69 Knight/Trimark Financing Lead70 Laptop Lane/Softnet Sys. Financing Lead71 Level 3/Integra Advisory/Finan. Lead72 Liberty Media Financing Lead73 Loudeye Financing74 Lowe's Companies Financing Lead75 Macrovision Solutions Advisory76 Micron Technology/HostPro Advisory77 Multex.com Advisory Lead78 NaviSite Advisory/Finan. Lead79 NaviSite/Avasta Financing Lead80 Netopia Financing Lead81 Network General Advisory82 Onstream Media Advisory Lead


Execu&ve Summary

17

“Clear Realis&c Vision” Project Structure Must Address Key Risks to Achieve Op&mal Financing

Economic Performance Generates good debt service coverage under stress scenarios. Stable Project returns, with potential for additional upside. Adequate Debt Service Reserve Account.

Sponsors Experienced & financially strong strategic investors with demonstrated track record of investing & operating biorefineries. Ability to provide financial support to Project.

Construction Risks Fixed price, date certain, turnkey EPC contract with liquidated damages. Completion guarantee by Sponsors.

Feedstock Supply Adequacy of available feedstock. Long-term quantity supply agreement.. Long-term fixed price supply agreement (or at least a price ceiling). Adequate on-site storage.

Management Strong managerial, financial, operational, & technical capabilities with demonstrated track record of implementing similar projects. Continuity of senior management.

Technical Feasibility Reviewed by independent engineer.

Technology Risks Perpetual technology licenses & performance warranties.

Operations Risks O&M contract with efficiency bonus provisions. Adequate Maintenance Reserve Account.

Offtake Long-term quantity offtake agreement. Long-term fixed price offtake agreement (or at least a price floor). Adequate storage & transportation infrastructure.

SOUND PROJECT

ECONOMICS


Execu&ve Summary

Ø  IniFal due diligence review to determine suitability for capabiliFes of THiNKGREEN! Global Advisors / New Century Capital Partners (TGGA/NCCP) as well as for the insFtuFonal / strategic investor community

Ø  Gather iniFal due diligence informaFon from the Company and gain an understanding of the Company’s overall strategy and capital needs §  Business overview (presentaFon, execuFve summary, technology review, etc.) §  Historical financials (income statement and cash flow statement) – Audited financials are preferred §  Pro Forma financial forecast model §  Current balance sheet §  Current capitalizaFon table §  Management team member backgrounds and bios

Ø  Internal analyFcal review with TGGA/NCCP Commitment CommiJee to determine suitability for engagement

Ø  Present to the Company TGGA/NCCP’s desire, capabiliFes and overall strategy for an investment banking advisory assignment to assist the Company in its capital/advisory needs

Ø  Finalize and execute the Engagement Agreement §  Engagement terms include up-‐front retainer and closing success fee as a percentage of transacFon value

18

Process of Review for Poten&al Investment Banking Assignment

IniFal Review for Possible Engagement

Phases of Capital Raise Assignment

Engagement Agreement Executed

Phase I Due Diligence and

Material PreparaFon

Phase II Roadshow

MarkeFng and Investor Interest

Phase III Term Sheet

NegoFaFon and Closing


§  IniFal review of all available company records and documents

§  Background checks of senior management

§  Work with management to finalize overall strategy •  Size and uses of capital •  TargeFng the “right” investors/partners

§  Determine required markeFng material preparaFon •  ExecuFve Summary •  Roadshow PresentaFon •  Due Diligence Packet •  Financial Models

§  Custom design all markeFng materials for insFtuFonal audience with FINRA / SEC compliance

§  PresentaFon coaching and pracFce for management •  The typical quesFons •  The best answers •  Timing and pacing

§  Work with management in review of addressable investor universe and finalize a targeted investor list •  “A” list investors (ideal lead investors)

•  “B” and “C” list investors for follow on parFcipaFon

§  Investment Banking Team to iniFate contact with investors to develop interest and move toward roadshow meeFng and/or call with Company

§  Manage enFre roadshow process for Company with investor meeFngs •  Calls •  In-‐person meeFngs •  Site visits •  Due diligence requests

§  Secure “lead” investor §  Assist with investor due

diligence to move toward term sheet(s)

§  Assist management in review of best lead investor and best term sheet

§  NegoFate term sheet to finalize acceptable terms of transacFon

§  Work with management to assist in final investor due diligence

§  Manage process of bringing addiFonal “follow-‐on” investors and/or pre-‐exisFng investors to complete the transacFon

§  Manage the Closing Process •  Assist Company Legal Team in preparaFon of closing documentaFon

•  Assist Company in any final negoFaFon of terms

•  Have closing documents signed and $$ transferred

Execu&ve Summary

19

Process for Investment Banking Assignment

Phase I Due Diligence and

Material PreparaFon (2 – 4 months)

Phase II Roadshow MarkeFng and

Investor Interest (3 – 6 months)

Phase III Term Sheet NegoFaFon

and Closing (1 – 2 months)


Preliminary Transac&on Timeline for Sample PE Capital Raise Client

20

= Holiday

This preliminary Fmeline is for illustraFve purposes only. The actual process Fmeline may vary significantly and is subject to a number of items, including, but not limited to customer due diligence and market condiFons.

Time Period Event

April to May

§  Organizational Meeting §  Review / Develop Company

Information, Financial Information and Marketing Materials

§  Discuss Landscape and Outlook §  Confirmatory Due Diligence

May to June

§  Develop and Finalize Marketing Materials and Presentations

§  Prepare Supplemental Due Diligence/Marketing Items

June to July

§  Execute Marketing Roadshow §  Conduct In-House Investor Meetings

and Management Presentations

Time Period Event

July to August

§  Manage Due Diligence Process of Potential Investors

§  Secure Lead Investor(s) and Negotiate Term Sheet(s)

§  Manage Due Diligence Process for Follow-On Investors

August to September

§  Winning Term Sheet Finalized §  Move to Close (30-45 days) §  Finalize Closing Documents §  Close Transaction

S M T W T F S S M T W T F S S M T W T F S1 2 3 4 5 1 2 3 1 2 3 4 5 6 7

6 7 8 9 10 11 12 4 5 6 7 8 9 10 8 9 10 11 12 13 1413 14 15 16 17 18 19 11 12 13 14 15 16 17 15 16 17 18 19 20 2120 21 22 23 24 25 26 18 19 20 21 22 23 24 22 23 24 25 26 27 2827 28 29 30 25 26 27 28 29 30 31 29 30

S M T W T F S S M T W T F S S M T W T F S1 2 3 4 5 1 2 1 2 3 4 5 6

6 7 8 9 10 11 12 3 4 5 6 7 8 9 7 8 9 10 11 12 1313 14 15 16 17 18 19 10 11 12 13 14 15 16 14 15 16 17 18 19 2020 21 22 23 24 25 26 17 18 19 20 21 22 23 21 22 23 24 25 26 2727 28 29 30 31 24 25 26 27 28 29 30 28 29 30

31

April 2014 May 2014 June 2014

July 2014 August 2014 September 2014


Execu&ve Summary

Ø  Project Finance capital for future exploraFon of natural gas prospects

Ø  Technological leader in natural gas exploraFon Ø  Advanced 3-‐D seismic technology leads to high success rate Ø  Diversified pordolio of idenFfied prospects in Texas and Louisiana

with projected IRR of 60% +

Ø  $6 million capital raise of senior project debt Ø  Project finance to fund the development of two natural gas prospects

Ø  $120 million capital raise of senior project debt Ø  Project finance to fund the development of 12 natural gas prospects

Ø  Successfully closed both TransacFons providing needed capital for

each project Ø  Time to compleFon was very fast, having closed each deal in less that

5 months each

21

CASE STUDY: Anglo-‐Dutch Energy

Business DescripFon

•  Anglo-‐Dutch is a highly successful natural gas exploraFon company based in Houston, TX

•  TargeFng convenFonal on-‐shore natural gas prospects around Texas and Louisiana

•  Using advanced 3-‐D seismic surveying technology along with complex geologic data

•  Long-‐standing operaFons, achieving an 80% success rate on new prospect discoveries

Assignment

Investment Thesis

Transac=on Overview – Deal I

Transac=on Overview – Deal II

Resul=ng Outcome


Execu&ve Summary

Ø  OperaFng and Growth Capital in mid-‐stage private equity Ø  Technological leader in the consumer driven EV space Ø  State-‐of-‐the-‐art engineering for hybrid vehicles Ø  Global footprint in five conFnents

Ø  $150 million capital raise of converFble preferred stock Ø  Growth capital for further R&D and team expansion Ø  TargeFng insFtuFonal PE investors and strategic investors

Ø  $185 million capital raise of converFble preferred stock Ø  Growth capital for team expansion and markeFng efforts Ø  TargeFng insFtuFonal PE investors and strategic investors

Ø  Successfully closed both TransacFons with step-‐up in valuaFon,

providing needed capital for future growth Ø  Worked in partnership with Kleiner Perkins Caufield & Byers and

Advanced EquiFes SecuriFes

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CASE STUDY: Fisker Automo&ve

Business DescripFon

•  Fisker AutomoFve makes and designs advanced plug-‐in hybrid electric vehicles for the consumer market based in Irvine, CA

•  First launch vehicle is the Fisker Karma, a 4-‐seat sports car that runs in both all –electric and gas-‐operated modes, offering no range limitaFon

•  Future vehicles include a smaller 4-‐door sedan and a crossover wagon

•  KPMG is the original VC behind the company

Assignment

Investment Thesis



Resul=ng Outcome


Execu&ve Summary

Ø  Project Finance capital for project installaFon at the St. Raymonds

School for Boys of the Catholic Arch Diocese of New York

Ø  Project to install renewable energy system Ø  EnFre school to go off-‐grid and be 100% sustainable on renewable

energy resources Ø  AJracFve IRR returns with tax credits and accelerated depreciaFon

Ø  InstallaFon of rootop solar panel array, high-‐efficiency HVAC

equipment and LED lighFng throughout the Catholic school Ø  $1 million capital raise of senior project debt Ø  Project finance to fund the competed project installaFon

Ø  InstallaFon of renewable project for the University of Arizona,

including solar array and LED lighFng Ø  MulF-‐million project currently being reviewed Ø  Project finance to fund complete project installaFon

Ø  Successfully closed first transacFon with one insFtuFonal investor

with favorable terms Ø  AddiFonal projects underway with anFcipated closings this year

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CASE STUDY: St. Raymond’s Catholic School for Boys, Tax Equity, Project Finance

Business DescripFon

•  ABCO Solar, an installer and manager of solar, LED and other renewable energy equipment systems based in Tucson, AZ

•  St. Raymond’s is a non-‐tax

paying enFty seeking financing to enjoy full economic value of solar.

•  Successful project financing

included full service offering, power analysis, custom design, permiPng and O&M

•  Source to Funding Fme: 33 days.

Assignment

Investment Thesis


Transac=on Overview – Addi=onal Deals

Resul=ng Outcome


Execu&ve Summary

Ø  Full Business Development assignment to bring the company from

start-‐up to insFtuFonal-‐grade level and seek early stage capital

Ø  Leading innovator of all-‐electric drivetrain with proprietary Electric Drive Integrated System (EDIS)

Ø  AJracFve valuaFon for early stage investment

Ø  Development of business model to target key commercial fleet owners Ø  CreaFon of financial forecast model with detailed revenue and expense

drivers, including integrated balance sheet and cash flow Ø  Management Team training and coaching for investor audience Ø  Development of company markeFng materials, including business plan,

management presentaFon, execuFve summary and due diligence

Ø  $2.2 million Grant from California Energy Commission (CEC) for development of EVs for California customers

Ø  AddiFonal growth capital process to begin once business development assignment completed

Ø  Successfully secured grant win from Ben Franklin Tech Partners & CEC Ø  InsFtuFonal investors lined up for near-‐term capital raise

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CASE STUDY: ZeroTruck

Business DescripFon

•  ZeroTruck is a leading developer of all-‐electric medium duty trucks based in Long Beach, CA

•  TargeFng commercial fleets of businesses and municipaliFes across the US

•  UFlizing the market-‐dominant Isuzu N-‐series truck chassis, creaFng over 20 different funcFonal configuraFons

•  AddiFonal ability to retro-‐fit any exisFng delivery or service vehicle to an all-‐electric format

Assignment

Investment Thesis



Resul=ng Outcome


Execu&ve Summary

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TESTIMONIALS

Tedd Abramson (CEO – ZeroTruck)

Tim Ryder (CFO – Lithium Technology Corp)

ScoJ Van Dyke (CEO – Anglo-‐Dutch Energy)

James Gaspard (COO – DesignLine Interna=onal)

“The THiNKGREEN team has a very deep understanding of the hybrid transportaôn space as well as the overall Cleantech sector … their knowledge and exper^se brings tremendous value to any working relaônship.”

“In terms of execuôn of transacôns, no one does it with more efficiency than Kevin and Scoa and their team at THiNKGREEN Global Advisors – we are definitely using them again for our future deals.”

“In the risky world of early-‐stage startups, you need dependable financial advisory partners that will work for you no maaer how tough it gets. The THiNKGREEN team show a level of dedicaôn and intelligent insight that is second to none – we are glad we found them.”

“Kevin and Scoa and their team at THiNKGREEN are world-‐class operators … they have an incredibly diverse skill set within corporate finance advisory, they are a one-‐stop shop, and their deep industry domain knowledge is very impressive.”


Disclaimer

26

This document contains certain proprietary and confidenâl informaôn (the “Informaôn”) regarding THiNKGREEN! Global Advisors (“TGGA”) and New Century Capital Partners (“NCCP”). The Informaôn is for illustra^ve purposes only and is intended solely for the evaluaôn of a possible business relaônship with TGGA by those to whom it has been transmiaed by TGGA. The receipt of this document is an acknowledgment and agreement by the recipients that the informaôn received will be maintained in strict confidence and will not be used for any reason other than to evaluate a possible business relaônship with TGGA nor disclosed to any third party without the express wriaen consent of TGGA/NCCP. THiNKGREEN! Global Advisors, inc. has "registered reps" with New Century Capital Partners, Inc., a FINRA registered U.S. Broker-‐Dealer. This presentaôn including any aaachments, is solely for informaônal purposes and its factual content is not guaranteed by us to be an accurate and complete statement of such data and should not be relied on as such. Opinions in this communicaôn cons^tute the current judgment of the author as of the date and ^me of this presentaôn. The content of this or any communicaôn does not necessarily reflect the opinions of either party, and is subject to change without no^ce, and neither party is not under any obligaôn to update or keep current any informaôn contained in this document. Moreover, although the informaôn is contained herein obtained from sources believed to be reliable, its accuracy and completeness cannot be guaranteed. This document does not cons^tute a personal recommendaôn and does not take into account the specific investment objec^ves, financial situaôn or par^cular needs of the recipient. The informaôn contained in this document should not be construed as an offer, or a solicitaôn of an offer, to buy or sell any securiês or other financial investments. The informaôn presented should not and can not be viewed as an indicator of future performance. This communicaôn contains privileged confidenâl informaôn and is intended only for the person or organizaôn to which it is addressed. Any further distribuôn or disseminaôn or other use of this message is strictly prohibited. If you are not the indicated recipient or believe that you have received this communicaôn in error, please dispose of this message immediately and call (212) 213-‐2044 for our legal and compliance office. If you are not the intended recipient please disregard this message. Nothing in this message is capable or intended to create any legally binding obligaôns on either party. Further informaôn may be obtained directly from THiNKGREEN! Global Advisors, Inc. at iiCleantech.com.


Thank You

27

The Cleantech Revolu=on isn’t coming … it’s already here!

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New York, New York 10001 Office: 212-‐213-‐2044

www.iicleantech.com