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Alexander von Welczeck Co-Founder & Managing Partner E: [email protected] T: +1 415 794 3311 Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET December 2014

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Alexander von Welczeck Co-Founder & Managing Partner

E: [email protected] T: +1 415 794 3311

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

December 2014

Clean Power Capital (“CPC”) services clients in the emerging clean technology and renewables markets across a wide array of subsectors; from waste-to-value, energy-efficiency

including battery

storage and

smart-grid, to

alternative fuels

and energy,

to water and agriculture

Strategic and Financial Advisory for Clean Technology and Renewables

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

CPC is a Strategic and Financial Advisory firm committed to Clean Technology companies and Renewable projects. We arrange well structured corporate and project financing by effectively accessing the international markets most competitive funding sources for debt, equity and incentive (i.e.. NMTC, ITC, etc…) investments.

Strategic and Financial Advisory for Clean Technology and Renewables

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

CPC specialize in financing private and public companies with growth capital needs of $5 million to more than $100 million, as well as projects and project portfolios with financing needs of $20 million to more than $500 million. Our senior banking team has provided lending services and participated in funding Technology businesses and Renewable projects totaling over $2.1 billion for growth capital, working capital, assets, licensing, mergers & acquisitions (M&A), Initial Public Offerings (IPO) and other liquidity events.

Strategic and Financial Advisory for Clean Technology and Renewables

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

CPC provides an extensive range of equity financing options. We are well equipped to assist companies in originating and completing pitch books, private placement memorandums, private capital raise relationships and sources, private stock sales, and a wide variety of custom shareholder liquidity services.

An accurate enterprise valuation, including Total Addressable Market (TAM) penetration is essential to understanding the worth of a clean technology company or renewable energy project now and in the future. An asset and enterprise valuation assessment will correctly value the business and lead to a faster and more successful closing.

Our focus is on enhancing enterprise value and optimizing the balance statement of our clients by leveraging a variety of financial strategies, thereby lowering the cost of capital.

Corporate Finance - Equity Services (1 of 2)

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Private Capital Raises: CPC can assist clean technology and renewable energy businesses source private equity capital to meet a variety of objectives, including:

• Launching a business

• Growing a business to the next level

• Funding for accretive acquisition(s)

• Achieving liquidity

• Early-stage private and commercial note-holder payoffs

• Factoring Receivables

In raising private equity capital; Clean Power Capital ensures a proposed deal structure that is appropriate and timely for our client’s specific needs, with a particular focus on reducing the cost of capital and impacts of equity dilution

Corporate Finance - Equity Services (2 of 2)

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Many clean technology and renewable energy businesses do not appreciate the sheer extent to which they can leverage their business assets and cash flow to secure funding.

CPC has a proven and well-developed capability for providing working capital for businesses. The firm can provide financing for almost any company with assets—including inventory, accounts receivable, purchase orders, machinery and equipment, commercial real estate, and intellectual property.

Often, CPC can increase availability through the discovery of credit enhancers and ways to mitigate credit risks, enabling clients to obtain optimal and custom debt financing for their business or project.

Corporate Finance - Debt Services Innovative Debt and Asset Based Lending

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Serving the renewables, clean energy and infrastructure industries in both advisory and executive capacities, CPC bring vast knowledge and practical experience to project Development, Construction, Finance, Leasing, and Banking sectors.

CPC's approach to Project Financing enables us to build secure, long-lasting relationships with our clients. We have extensive relationships with strategic and financial investors with debt and equity seeking project investments in renewables markets across a wide array of subsectors.

Our Project Financing and Financial Advisory banking services include:

• Lease Structuring Advisory and Placement

• Partnership Flip

• Investment Fund Structuring Advisory and Placement

• Project Sales

Project Finance Services

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

CPC provides advisory services to Institutional and Individual investors as well as to Startups and Global Enterprises including Technology Companies (R&D), Product Manufacturers, Project Developers, EPC Contractors and Distributors for international business expansion, new market entry and strategic business development.

We deliver client-focused services with senior-level leadership in every relationship and on every assignment we undertake.

We work closely with each client to understand the intricacies of their business and their short- and long-term goals and objectives.

CPC use team members’ market insights to formulate a specific action plan to meet the financial and strategic goals of our clients.

Our ultimate objective is to optimize our clients shareholder value.

Strategic Advisory Services (1 of 2)

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

• United States (US) + European (EU) market entry issues

• Market Intelligence services

• Competitive assessment

• Financial modeling (Corporate and Projects)

• Strategic + tactical planning

• Key contact introductions

CPC enjoys a significant international network of top-level contacts. Our network of relationships can broaden your knowledge, enhance your perspectives and supply valuable information. Our efforts have worked with many companies and established a broad network of strategic and investor relationships

Strategic Advisory Services (2 of 2)

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

• Serving Clean Technology companies and Renewable projects Worldwide

• Highly Experienced Advisory Team

• Engineering Optimal Financing for Clients

• Innovative Financial Products

• Professional and Efficient Service

We understand the importance of moving quickly. Clean Power Capital operates an efficient evaluation and approval process. Our seasoned professionals aim to provide a range of financing options and terms for your Clean Technology company and/or your Renewable project within a few days after an interview call.

What Distinguishes Clean Power Capital

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Our strategic advisory and investment banking team includes both seasoned bankers with decades of experience with Wall Street leaders including CitiBank, Credit Suisse, Deutsche Bank, DLJ, Hambrecht and Quist, Montgomery Securities, US Trust and Wells Fargo Securities as well as executives with operating experience working for Global enterprises including AT&T, DOVER, GE, SAIC, Thyssen-Krupp and the US Armed Forces.

The CPC Team - Leadership

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Mark D. Hill Managing Partner

[email protected]

Morton Irvine Smith Executive Director

[email protected]

Stephen R. Simpkin Senior Advisor for Fundraising

[email protected]

Alexander von Welczeck Managing Partner

[email protected]

Jim N. Martin Managing Director, Capital Markets

[email protected]

Kyle Baker Senior Associate

[email protected]

Newest CPC Engagements - Corporate Finance

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Utility-Scale Battery Storage

$25M Commercial expansion for proven, "lowest cost+highest value", SAFE non-toxic chemistry (strong patent wall) flow battery storage technology and

system provider addressing the rapidly expanding "micro grid" $1+Billion annual market. Valuable equipment, high gross margins, and defensible

business.

Energy Auditing Software

$10M Worldwide expansion of an energy reporting and carbon (CO2) accounting software business addressing a multi-billion annual market. The

solution is sold as a software as a service (SaaS) business model. Rapid-growth, high-margin software with recurring revenue. Valuable Climate-

change management tool.

Connected Home/IoT Platform

$10M (pre IPO) International expansion of residential energy and climate control system provider. Patented DIY/retrofit Connected Home platform,

compatible with existing HVAC. Demonstrated 17-30% energy savings. High-growth and superior gross margins. Global opportunity in the smart

home revolution.

Residential EE/Solar Systems

$15M National expansion of fast growing and profitable leading Residential EE (energy efficiency) + solar energy system provider. High-growth, superior

gross margins with focused, dynamic management team. Innovative marketing/training program is scalable and generates industry leading closure

rates.

Break-through Battery Technology

$10M A break-through battery technology that is high in energy but low in cost and weight. The solution is also the ‘greenest’ battery technology,

providing the highest levels of safety. The company’s go-to-market plan includes development of multiple generations of increasingly advanced

cell technologies while emphasizing an “asset light” model focused on partnerships, contract manufacturing and licensing

LED Greenhouse Technology

$10M Expansion capital for intelligent lighting systems for plant research and greenhouse cultivation using the latest LED (Light Emitting Diode)

technology integrated with optics/sensors that monitor a plant's well-being. Underpinned by patents used to control lamp intensity providing a

complete biofeedback system that optimizes energy use. Revolutionary worldwide application for greenhouse farming, high gross margins.

Newest CPC Engagements - Project Finance

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Residential Solar + EE Revolver

$50M Residential “revolver” for portfolio/pipeline for Nationwide acceleration for fast growing and profitable leading Residential EE (energy efficiency) + solar energy system provider. High growth, superior gross margins with dynamic management team.

Waste-to-Value Projects

$100M Three-project portfolio of Waste-to-Value landfill facilities in the Western USA. Proven technology/system, tier-1 EPC contractor and first-class project team. SPV-1 “shovel ready” NTP by end of 2014, and SPV-3 completion “COD” by end Q3 2015. 20+year useful life with superior project returns of 16.5+% IRR (unlevered).

Texas Water Projects

$400M Fourteen “water” projects with long-term water rights throughout Texas. Innovative and proven technology/system, tier-1 EPC contractor and first-class project team. SPV-1 “shovel ready” NTP by end of 2014, and SPV-14 by Q4 2015. 20+year useful life with superior project returns of minimum 21.5+% IRR (unlevered).

Confidential Property of CLEAN POWER CAPITAL (“CPC”) WWW.CLEANPOWERCAPITAL.NET

Alexander von Welczeck Co-Founder & Managing Partner

E: [email protected] T: +1 415 794 3311