Velocity by Intersection Capital

RAISE CAPITAL

PROTECT VALUATIONEXPAND INVESTOR BASE

FINRA COMPLIANT

www.intersectioncapital.com

by

INTERSECTIONCAPITAL

THE CAPITAL MARKETS ARE UNFORGIVING

DIFFERENTIATION THE PROBLEM THE PRODUCT THIN SLICINGTHE BIG IDEA HOW IT WORKS NARRATIVE TRANSPORT COGNITIVE VISUALS DEVELOPMENT FRAMING VISUAL TRIGGERING5 6 7 7 8 9 9

VELOCITY IS A NEW METHOD for reaching the minds of the investors.

b FINDING A USE FOR CAPITAL is easy. Raising it in the capital markets is harder.

If you don’t differentiate, break through the market clutter, capture imagination and attention and get investors motivated about your deal, then capital will raise slowly.

b Why does differentiation matter?

Sometimes it doesn’t. When you are presenting a deal to people you know and have worked with before, then almost any pitch will do. They’ll talk to you long enough — hours if necessary — to understand the structure, capital stack, and value. A discussion is going to happen because you are known and trusted.

But when you are trying to reach investors you don’t know well, a different psychology is in effect. It’s harsh but true — the quality of your deal book and investor package will determine how many people will look at the deal, consider it, and invest.

The potential pay off is huge.

THE BIG IDEA in 142 WORDS

dfa

THE PROBLEMCONFUSING IDEAS AND DEALS STRUGGLE TO RAISE CAPITAL TODAY, DEAL PACKAGING IS AN ADVANCED SKILLSET

There is a new standard: compelling content that is ruthlessly distilled and delivered with visual and narrative power.


There is a fundamental disconnect between the way investor decks are prepared and the way they are received by investment funds, venture capital and private equity. As a result, at the crucial moment, when it is most important to be convincing, nine out of ten times we are not. Our most important deal points have a surprisingly low chance of getting through. You need to understand why this disconnect occurs in order to fix it, overcome it, and successfully raise capital. This book is devoted to telling you how.

FOR YEARS EXECUTIVES HAVE DUTIFULLY PUBLISHED THE BASICS OF A DEAL IN THEIR OFFERING MEMORANDUM: product/asset; proforma; price; revenue streams; management bios; and the capital stack. This is the standard dealbook checklist. A quick way to know you’ve done your job. If you don’t include these things, then you have no chance at all.

The way things used to be, if you included all these items, you were more likely than not to succeed. But things have changed. Inserting the basic deal points into the standard template is just not enough.

There’s a new standard: compelling content that is ruthlessly distilled and delivered with visual and narrative power.

A standard that has suddenly become exceptionally important because boring and complex deals have become invisible.

SPEED

KNOW-HOW

EXECUTION

BANDWIDTH

YOU MAY HAVE A STRONG OFFERING, BUT BECAUSE THE MARKET HAS OVERWHELMED INVESTORS with too many of every kind of deal, it’s hard to get attention. The bottom line: a weak pitch affects the velocity of capital.

Agenda and Company Snapshot

Agenda

• Background– Market overview

Company Snapshot

Business focusHere’s where you get to put what you do, who you do it for and why that matters in one thin sentence.Market overview

– Team

– NewCo Business and Business Model

C & B i D t il

Target marketsList your target customers (today & future) by big-name categories like and “health care,” “IT” or similar

Partners & CustomersList actual partners and customers that you’ve had• Company & Business Details

– Progress & Mile stones

– Company metrics

Partners & Customers customers that you ve hadmaterial conversations with

EmployeesList FTE and contractors separately; note founders vs. employees if appropriate

Investors Capital Factory, anyone else?

– Competition

• Customers & Pipeline

• Financial Overview

p y, y

Founded Q? 2010

Headquarters Austin, Texas • Financial Overview

• Financing & Use of Proceeds2009E Financials Bookings: $xyz million

Revenue: $xyz millionExpense: $xyz thousand

1 Presented to InvestCoVentures, July 16 2010Presented to InvestCoVentures, July 16 2010

Current Customers, Partners, Discussions

C t Pi li P tCustomers Pipeline Partners

• Sales cycles seem to be 4 to 6 on average; deal size is $50k-$250k• Training channel partners this quarter; 1-2 active sales cycles next• Pipeline filled up through inside sales cold-calling and email response

4

Pipeline filled up through inside sales cold calling and email response

Presented to InvestCoVentures, July 16 2010Presented to InvestCoVentures, July 16 2010

Financing Details

•Existing Investors–Founders seed funded the company for 3 months

A i t l $100k i t d b f d & f il• Approximately $100k invested by founders & family–Raised $20k from Capital Factory

• Common stock, $xyz valuation

•Would like to raise $zyxy–Lasts company 12 months–Use of proceeds

Hi i 2 l d l l• Hiring 2 people: developer, sales• Incremental server capacity• Critical tool / service we need to run business

–Timing: would like to close in next 90 days6 Presented to InvestCoVentures, July 16 2010Presented to InvestCoVentures, July 16 2010

THE TYPICAL INVESTOR DECK:

A DISCONNECT

BORING AND COMPLEX DEALS DONT DO WELL IN TODAY’S MARKET

IT’S EASY TO BE ENTICED by the the energy markets becuase the numbers are so huge. Most new entrants think like this: “Even if we prevail in just a tiny fraction of the market, a fortune can be made!” But there’s risk here too, just as in every fast-growth industry. First, let’s look at the size of this behemoth market.

In the US, the demand for electricity is over $250B annually, and it grows about 3 percent a year. It’s not the demand for energy that is growing fast, it’s the demand for clean energy. Fact is, the North American electric power industry is at the beginning of a new build cycle. More than $100B is being invested in clean-tech by the Federal Government. Private industry including venture capital will invest $2.2 billion. Not just in producing projects, but just in new technology development. DEVELOPERS ARE MOVING TO large-scale projects that offer big returns—but also carry plenty of risk. So while they might achieve a 40 percent IRR in these projects—those larger than 100 Megawatts—the risk is so high, it is suited only for institutional investors with a lot of experience in developing energy projects.

We seek out smaller and safer projects.

b Large developers are selling off smaller assets to finance their new projects. That’s an opportunity.

WHY NOW

Renewable energy is energy that comes from natural resources such as sunlight, wind, rain, tides, and geothermal heat, which are renewable (naturally replenished).

CLEAN ENERGY MADE SIMPLE

The cost of wind energy has declined from about 30-45 cents per kilowatt-hour in 1980 to less than 5 cents today.

Full compliance with the Federal man-dates would require 86 GW of new renewable energy capacity by 2025.

The market is fragmented in terms of asset ownership - no single company owns more than 2% of current renewable installed capacity.

There’s too much volatility in fossil-fuel pricing. Commodity prices had a swing of 70% in 2009.

% of NEW BUILDS THAT ARE CLEAN ENERGY %74The majority of energy projects that are breaking ground today are focused on generating clean energy and renewables.

STRESS TEST CASH FLOWS: INCLUDES UNDERWRITING OF EQUITY, DEBT AND HISTORICAL CASH FLOWSDevelop a 7-year hold cash plan and exit strategy.Secure a bond rating for the asset.

SCREENING PROCESS

By focusing on just solar, wind, and biomass technologiesand on assets that have at least two years of track recordproducing clean energy, the fund creates stable cash flowsthat are backed by “A” or better credit.

.

HOW TO ANALYZE AN ENERGY ASSET75

HOURSVERIFYPOWER PURCHASEAGREEMENT

TARGET YIELD FORFUND

10.5%

approximately

SCREENING THE MARKET FOR CLEAN ENERGY ASSETS

ANALYZETRACKRECORD

WHILE THERE ARE MANY NEW clean energy technologies emerging—each with extremely promising energy yields—Gamma Energy focuses on existing technologies that are already in the ground and operating, and proven to be reliable.By focusing on acquiring assets that use proven techologies, the Fund can produce cash flows that come with bond-like credentials. These clean energy projects include geothermal power plants, low impact, run-of-the-river hydroelectric power plants, solar, and wind. That’s it. Proven

technologies that may not be on the cover of Scientific American anytime soon, but they are tested and reliable.

When the opportunity presents itself, the Fund will also make selective corporate-level investments in development and technology companies - with a rigerous underwriting for quality. The Fund anticipates closing approximately 15 to 25 equity investments over a three year period, each ranging from $10 million to $50 million.

CLEAN ENERGY

b v Renewable Energy Fund I. A $500 million diversified investment fund that invests in mainstream renewable and clean power assets in North America.

TARGET YIELD

10.5%

In stark contrast to the large development projects, the smaller clean energy assets offer secure 10-12 percent cashflows. For the first time in history, this type of asset is coming to market.

Again, these are stable projects, so you’re never going to get a 40 percent yield or even a 20 percent yield from them. But for those of us who focus on steady and stable cash flow, these assets give us control of long-term purchase contracts with cities and states. The good news is, they’re rated like bonds and we look for only “A” ratings. There’s no new technology risk here either—we target operating projects with at least several years of historical performance.

500MGamma RENEWABLE ENERGY FUND I $

(projected)

OPPORTUNITY WHY NOW KEY DRIVERS MARKET STRATEGY TEAM

GAMMA


GAMMA

Cash flowing Assets: Due to

confidential nature of this docu-

ment the following underwriting

details are placeholder only. The

Fund will target small-to mid-

sized renewable and clean energy

power assets with long-term (PPA)

contracts generating durable and

“Bond Like” predictable cash flows

to the shareholders. It is antici-

pated that the PPAs will be with

rated Utility companies, expected

to have S&P credit ratings of “A”

or better— mitigating any counter

party risk and providing for the

highest quality of cash flow. The








contracts generating durable and

“Bond Like” predictable cash flows

to the shareholders. It is antici-

pated that the PPAs will be with

rated Utility companies, expected

to have S&P credit ratings of “A”

or better— mitigating any counter

party risk and providing for the

highest quality of cash flow. The








UNDERWRITING ASSUMPTIONS

2012Located in the 90024 district

Net Cash Flow

Purchase agmnt

Fees and Services

Long TermContracts

2012 2012 2012

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

All revenues are based on actual audit of previous

years, and subject to terms set forth in PPM. The

PPM supersedes all information in this document.

Based on market current PPA

At a 3x multiple to reciepts

Through 2022

PROJECTED CASH YIELD BASED ON CURRENT LEASES

detailed income projections are provided on page 42009 2010 2011 2012 2013

9.0% 9.01% 9.35% 9.82% 10.47%

ANALYSIS


confidential nature of this document

the following underwriting details are

placeholder only. Fund will target

small-to mid-sized renewable and

clean energy power assets with long-

term (PPA) contracts generating durable

and “Bond Like” predictable cash flows

to the shareholders. It is anticipated

that the PPAs will be with rated Utility

companies, expected to have S&P credit

ratings of “A” or better— mitigating any

counter party risk and providing for the

highest quality of cash flow. The Man-

ager believe the opportunity for supe-

rior risk adjusted returns from invest-

ments in renewable assets is unique

among the real asset and private equity

asset classes

PROJECTED CASH YIELD BASED ON CURRENT LEASES

detailed income projections are provided on page 42009 2010 2011 2012 2013

9.0% 9.01% 9.35% 9.82% 10.47%

PROJECTED YIELDS

$10M $50MPROJECTED ACQUISITION SIZE

MIN.MAX

Projected Acquisition Rate: Due

to confidential nature of this docu-

ment the following underwriting details

are placeholder only. The Fund will

target small-to mid-sized renewable

and clean energy power assets with

long-term (PPA) contracts generating

durable and “Bond Like” predictable

cash flows to the shareholders. It is

anticipated that the PPAs will be with

rated Utility companies, expected to

have S&P credit ratings of “A” or bet-

ter— mitigating any counter party risk

and providing for the highest quality

of cash flow. The Manager believe the

opportunity for superior risk adjusted

returns from investments in renewable

assets is unique among the real asset

and private equity asset classes

Underwriting: Due to confidential

nature of this document the following

underwriting details are placeholder

only. The Fund will target small-to

mid-sized renewable and clean en-

ergy power assets with long-term

(PPA) contracts generating durable

and “Bond Like” predictable cash flows

to the shareholders. It is anticipated

that the PPAs will be with rated Utility

companies, expected to have S&P credit

ratings of “A” or better— mitigating any

counter party risk and providing for the

highest quality of cash flow. The Man-

ager believe the opportunity for supe-

rior risk adjusted returns from invest-

ments in renewable assets is unique

among the real asset and private equity

asset classes

FUND SIZE (PROJECTED)

CLEAN ENERGY AND RENEWABLES$500M

TARGET NUMBER OF ACQUISITIONSPROJECTED

25


GAMMA


GAMMA

Velocity™ is a path-breaking method for packaging deals. When you prepare your deal with Velocity, even those investors that don’t know you will instantly recognize you the merits of your deal. Both you and the deal will be regarded with high status, and the result is investor meetings that otherwise would not have been possible.

The proper execution of a capital raise is fundamental to your company’s overall strategy. No growth can truly be planned without taking into account the organization’s ability to execute a timely capital raise.

VELOCITY is a systematic process to raise capital at a lower overall cost.

VELOCITY

COMPELLINGThe Velocity™ style of offering memorandum grabs investor attention and holds it.

FINANCIALSComplete financial picture communicates the deal in less than five minutes.

DEAL STRUCTUREWe structure the financial opportunity and present it concisely

SOLUTION

RAISE CAPITAL


FINRA COMPLIANT


by

DIFFERENTIATION

The deal book must be remarkable enough to attract attention – but comprehensive

enough to get through the analyst review.

QUICKLY PASSTHROUGH PRIMARY SCREENS

HOT COGNITIONSTAGE 1: VELOCITY™ CREATES AN INSTANT POSITIVE REACTION

ENTRY HOOKS

VALIDATORS

NARRATIVE

These are conscious and subconscious financial markers of deal quality.

Immediately overcome rejection triggers by confirming why this deal is worth spending time on.

Long-form writ-ing that is easy to read, intriguing and novel. Explains uniqueness and advantage in plain english.

2ENTRY HOOKS

3NARRATIVE

1VALIDATORS


SIGNPOSTS

Strategically located to vector reader to a decision to engage with you.

Research suggests that humans can categorize others in less than 150 ms. Within moments, they’ve made lasting judgments about your character, your status -- and your deal. Before you even know it, the investor you are trying to reach has decided what kind of deal you have and if he’s interested at all.

4SIGNPOSTS

RAISE CAPITAL


FINRA COMPLIANT


by

VELOCITY™ reflects our deepening belief that you must have a deal package that is remarkable enough to attract attention – but comprehensive enough and deep enough that it will get through a certain amount financial analysis and scrutiny.

When it is packaged with VELOCITY™, your deal includes an offering memorandum that gets through initial filters that investors use to screen out most deals. And supporting the offering memorandum, you are provided the tools to deliver your pitch in a compelling manner that can get the investor to the hookpoint in about 10 minutes. When necessary, we also deliver financial runs that reduce deal complexity and make the business models assumptions clear and accessible.

THE DELIVERABLEA REMARKABLE DEAL BOOK AND FINANCIAL PACKAGE

4YEARS

THE VELOCITY TRACK RECORD


3page

22 Million Passengers are Projected by 2020

In the next decade the City of San Diego may have too many commercial flights -and not enough runway

This is one of the busiest and most complex airspace regions in the U.S.

By Oren Klaff and Richard Sax

San Diego International Airport (SDIA) is the second busiest single-runway airport in the world, behind London Gatwick. With more than 22 million passengers projected to emplane at SDIA in 2020, it’s nearing capacity. This is increasing the demand for runway space (and aviation services) in the City of San Diego.

As demand increases, private, charter and corporate aircraft are facing higher costs and tighter scheduling at SDIA. Ground services and parking availability are also affected.

General aviation aircraft operators need alternatives, but they can’t all go north to McClellan-Palomar Airport — at 33 miles away, that runway is far from San Diego’s Central Business District. One solution is our project: the Metropolitan Airpark at Brown Field Airport.

Metropolitan Airpark is well located along San Diego’s main commercial routes. The FAA considers the runway at Brown Field a vital link in the nation’s aviation network. It is a key point of entry to the City of San Diego and plays an important role relieving aircraft traffic at SDIA.

This book is dedicated to introducing the Metropolitan Airpark and the opportunity to invest in its growth and development.

THE OPPORTUNITY IN 185 WORDS

SAN DIEGO METROPOLITAN AIRPARK

San Diego needs additional general aviation services and amenities, on an adequate runway, in a central location. Here’s why:

17page

DEALSUMMARY

�is summary, which contains brief, selected information pertaining to the business and affairs of the Property, has been prepared by MAPto provide general information about the Property. �is is not an off er to sell, or a solicitation of an off er to buy securities, as such an offer or solicitationcan only come through the offering’s private placement memorandum (“PPM”). �is material cannot, and does not, replace the PPM, and the PPMsupersedes this material in all respects. �is investment involves various degrees of risk, including the speculative market and financing risks associatedwith fluctuations in the real estate market including tax status, liquidity, and fees, expenses, and other risk factors. Please refer to the “Risk Factors”section of the PPM.”

KEY INVESTMENT MERITS

PROJECTEDFIRST-YEAR YIELD

STAGE

VALUE

TOTAL EQUITY

IN-PLACE DEBT

EQUITY SUBSCRIBED

EQUITY REMAINING

TBD%

ENTITLEMENT

$tbdM

$tbdM

$TBD

$TBD M

$TBDM

$TBDM

Located strategically near downtown San Diego and metropolitan centers,the project is a long term infrastructure addition to the City and is supportedby State, local and City agencies.

1SUMMARY

• Investors are projected to a receive a 9 percentyield in Year 3 of operations and capture a 5x IRR at exit

• Management is investing alongside the investor group —and securing the entitlements and FAA licensing.

• The newly developed FBO anticipates leasing 700,000 sq.ft. priorto the opening of Phases IV and V. Lease revenue provides a

stabilized income.

This summary, which contains brief, selected information pertaining to the business and affairs of the Property, has been prepared by MAP to provide general information about the Property. This is not an offer to sell, or a solicitation of an of-fer to buy securities, as such an offer or solicitation can only come through the offering’s private placement memorandum (“PPM”). This material cannot, and does not, replace the PPM, and the PPM supersedes this material in all respects. This investment involves various degrees of risk, including the speculative market and financing risks associated with fluctuations in the real estate market including tax status, liquidity, and fees, expenses, and other risk factors. Please refer to the “Risk Factors” section of the PPM.”

1SUMMARY

DEAL SAN DIEGO METROPOLITAN AIRPARK

For the year ending December 31, 201xThe projected financial yield of Metropolitan Airport is anticipated to report Net Operating Income (“NOI”) from leasing activity of tbd million, and tbd million from service and FBO related revenue. The revenues are primarily the result relative position of the property within the competitive set in the availability of a hangars which is unique within a 50 mile radius of the property. For the projected year ending December 31, 2012, the in-place revenue streams project a total of tbd million of NOI, an increase over the previous year from where they were no operations as the development was being completed.

SUMMARY

For the year ending December 31, 201xTHIS IS A SAMPLE DISCUSSION OF THE FINANCIALS. This section will be updated with actuals. The projected financial yield of Metropolitan Airport is anticipated to report Net Operating Income (“NOI”) from leasing activ-ity of tbd million, and tbd million from service and FBO related revenue. The revenues are primarily the result relative position of the property within the competitive set in the availability of a hangars which is unique within a 50 mile radius of the property. For the projected year ending December 31, 2012, the in-place revenue streams project a total of tbd million of NOI, an increase over the previous year from where they were no operations as

the development was being completed. the projected financial yield of Metropolitan Airport is anticipated to report Net Operating Income (“NOI”) from leasing activ-ity of tbd million, and tbd million from service and FBO related revenue. The revenues are primarily the result relative position of the property within the competitive set in the availability of a hangars which is unique within a 50 mile radius of the property. For the projected year ending December 31, 2012, the in-place revenue streams project a total of tbd million of NOI, an increase over the previous year from where they were no operations as the development was being completed.

YIELD The newly developed FBO anticipates leasing 138,000 sqft prior to the opening of phases IV and V. Lease revenue provides a stabilized asset and positions for the increasing demand of the

SUMMARY LOCATION FINANCIALS TEAM CONTACTTHE PROBLEM FBO/RUNWAY

PROJECTED CASH YIELD BASED ON ALL LEASES AND OTHER REVENUE

detailed income projections are provided on page x

2014 2015 2016 2017 2018

tbd% tbd% tbd% tbd% tbd%


YIELD and IRR PROJECTIONS

23page

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7For the Years Ending May-10 May-11 May-12 May-13 May-14 May-15 May-16 __________ __________ __________ __________ __________ __________ __________ NNN Lease Income 0.00% 1,775,705 1,777,486 1,810,831 1,858,063 1,923,528 1,968,467 1,968,467 Unreimbursable NNN Expenses 1.00% (52,000) (52,000) (52,000) (52,000) (52,000) (52,000) (52,000) Accounting Expenses 1.00% (8,400) (8,400) (8,400) (8,400) (8,400) (8,400) (8,400)Net Operating Income 1,715,305 1,717,086 1,750,431 1,797,663 1,863,128 1,908,067 1,908,067 Annual Impound for FF&E Reserves by Lender (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) (20,000)Cash Flow Before Debt Service 1,695,305 1,697,086 1,730,431 1,777,663 1,843,128 1,888,067 1,888,067

Debt Service (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249)

Net Cash Flow to Owners 632,056 633,837 667,182 714,414 779,879 824,818 824,818

Annualized Cash on Cash pay rate to Investors as a % of Equity 9.00% 9.02% 9.50% 10.17% 11.10% 11.74% 11.74%

Additional Benefit to Investors - Amortization of Debt - - - - - - -

Total Annualized Benefit (Cash + Amortization of Debt) as % of Equity 9.00% 9.02% 9.50% 10.17% 11.10% 11.74% 11.74%


Debt Service (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249)






Debt Service (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249) (1,063,249)





FINANCIALS

�is summary, which contains brief, selected information pertaining to the business and affairs of the Property, has been prepared by MAPto provide general information about the Property. �is is not an off er to sell, or a solicitation of an off er to buy securities, as such an offer or solicitationcan only come through the offering’s private placement memorandum (“PPM”). �is material cannot, and does not, replace the PPM, and the PPMsupersedes this material in all respects. �is investment involves various degrees of risk, including the speculative market and financing risks associatedwith fluctuations in the real estate market including tax status, liquidity, and fees, expenses, and other risk factors. Please refer to the “Risk Factors”section of the PPM.” 3

FINANCIALS


Located in the heart of middle america, a community with a 10 percent tax growth rebate, the property has �xed-lease tenants each with long-term contracts through 2013.

2012

Located in the heart of middle america, a community with a 10Net Cash Flow

Occupancy

Market Ratesfor Room Nights


2012 2012 2012

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

Located in the heart of middle america, a community with a 10



SAN DIEGO METROPOLITAN AIRPARKFINANCIALS


2012

Description of underwriting metric and �nancial assumptionNet Cash Flow

Tenancy

$sq/ft(avg)

Other Revenues

2012 2012 2012

$tbd M $tbd M $tbd M $tbd M




PROJECTED CASH YIELD BASED ON ALL LEASES AND REVENUES


2014 2015 2016 2017 2018


Description of underwriting metric and �nancial assumption



Underwriting speci�cs.

CAPITAL STRUCTURE. Infrastructure will be added in four phases as specified in the MAP project document. Financial Assumptions are as follows.

This summary, which contains brief, selected information pertaining to the business and affairs of the Property, has been prepared by MAPto provide general information about the Property. This is not an offer to sell, or a solicitation of an offer to buy securities, as such an offer or solicitationcan only come through the offering’s private placement memorandum (“PPM”). This material cannot, and does not, replace the PPM, and the PPMsupersedes this material in all respects. This investment involves various degrees of risk, including the speculative market and financing risks associatedwith fluctuations in the real estate market including tax status, liquidity, and fees, expenses, and other risk factors. Please refer to the “Risk Factors”section of the PPM.”

SUMMARY LOCATION FINANCIALS TEAM CONTACTTHE PROBLEM FBO/RUNWAYSAN DIEGO METROPOLITAN AIRPARK

from PREPAID LEASINGREVENUE

FINANCIALS

�is summary, which contains brief, selected information pertaining to the business and affairs of the Property, has been prepared by MAPto provide general information about the Property. �is is not an off er to sell, or a solicitation of an off er to buy securities, as such an offer or solicitationcan only come through the offering’s private placement memorandum (“PPM”). �is material cannot, and does not, replace the PPM, and the PPMsupersedes this material in all respects. �is investment involves various degrees of risk, including the speculative market and financing risks associatedwith fluctuations in the real estate market including tax status, liquidity, and fees, expenses, and other risk factors. Please refer to the “Risk Factors”section of the PPM.” 3

FINANCIALS


Located in the heart of middle america, a community with a 10 percent tax growth rebate, the property has �xed-lease tenants each with long-term contracts through 2013.

2012

Located in the heart of middle america, a community with a 10Net Cash Flow

Occupancy



2012 2012 2012

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M

$132 M $132 M $132 M $132 M




LEASING FUNDAMENTALS

Lease Revenue. Based on tenants at Premier Jet FBO, Helicopter FBO and transient hangars.

AND RENTS

DISCUSSION leasing rates, available sqft, discount to market and leasing costs.

INVESTORS AND ANALYSTS ARE NO different than anyone else. They want their working hours to be as productive as possible. When a pitch book lands on their desk, the first subconscious reaction they have is defensive: “This is going to be worth my time.”

250MDEALS ACTIVE WITH VELOCITY $

7page

SAN DIEGO AIRSPACE: NEARING CAPACITY

In the skies above San Diego, air slots—the space needed for takeoffs and landings for all types of planes—are approaching 70-80 percent capacity. In many ways, San Diego International Airport (SDIA) has dominated the conversation about San Diego’s skyways. But there are 12 regional airports in San Diego County, five in major metropolitan areas: Gillespie Field, Montgomery Field, San Diego International Airport (SDIA), McClellan-Palomar and Brown Field.

The skyway traffic problem is bigger than just SDIA: With approximately 3-6 percent annual growth in air traffic, it’s only a matter of time before the City’s airport infrastructure reaches full capacity. Depending on who does the math—and many agencies and private companies are looking at the numbers to get this math right—SDIA will reach capacity around 2020. Those who run the numbers more conservatively think it will be 2025. More aggressive underwriting points to 2018 as the year of full capacity.

This is important because many of commercial aircraft and heavy jets that land at SDIA can’t easily be pushed off to other runways. Of the region’s 12 airports, most are limited by lack of service facilities and runway length. At some airports where there is at least a 5,000-foot runway—such as McCLellan-Palomar —ground resources are nearing capacity (see chart right.) In other words, there’s limited space left to park and service aircraft. At the Premier Jet FBO, for example, the space available for transient traffic, both ramp and hangars, is frequently booked. Often, multiple planes have to be carefully positioned in a space designed for one.

The City of San Diego’s leaders and planners and commissions have done their forecasts and projections. They have concluded that San Diego doesn’t need another full commercial airport, but it does need more General Aviation services and facilities in place at its existing runways.

PROJECT FUNDAMENTALS

UNDERSTANDING THE CITY’S AIR TRAFFIC GROWTH PATTERNS

San Diego International has one of the smallest footprints of any metropolitan airport. Expansion options are limited. And it is in one of the busiest and most complex airspace regions in the U.S.

FLIGHTS AT A GLANCE

THE 2020 PROBLEMIN APPROXIMATELY TEN YEARS, SAN DIEGO’S COMMERCIAL AIRPORTS ARE PROJECTED TO REACH CAPACITY

Flights into or out of The City of San Diego

Ramona Airport

Oceanside Airport

Palomar McClellan Airport

Gillespie Field

Montgomery Field

Lindbergh Field

Brown Field

SAN DIEGO COUNTY

San Diego

LINDBERGH FIELD

BROWN FIELD

MCCLELLAN-PALOMAR AIRPORT

ALL OTHER COUNTY AIRPORTS*

*includes Gillespie Field, Montgomery Field, Oceanside Airport, Ramona Airport

SAN DIEGO COUNTY AIRPORTSThere are seven non-military and non-private airports in San Diego County: Lindbergh Field, McClellan Palomar Airport, Brown Field, Oceanside Airport, Montgomery Field, Gillespie Field and Ramona Airport.

LIMITED: Considered the “busiest single runway” in the U.S. 1.9% annual growth.

LIMITED:Inadequate air�eld/taxiway infrastructure will hinder growth sometime between 2020 and 2030.

LIMITED: Single Runway. Located approximately 33 miles north of downtown San Diego.

LIMITED: Operations are small GA aircraft due to therelatively short runway length or other restrictions.

LIMITED: GA/FBO facilities do not adequately support the primary General Aviation market.

Lindbergh Field

Brown Field

all other

McClellan- Palomar

SITE OF NEW METROPOLITAN AIRPARK

SAN DIEGOThe second most populous county in the state of California; over 3 million residents accounting for 8% of the state’s population.

COMMERCIAL

General Aviation

GA & Commercial

SAN DIEGO METROPOLITAN AIRPARKSUMMARY LOCATION FINANCIALS TEAM CONTACTTHE PROBLEM FBO/RUNWAY

5page

SAN DIEGO. With City airports becoming more crowded and the airspace more congested, the new Metropolitan Airpark in Otay Mesa is a much-needed project. We chose to use the word “needed” for a reason- 2010 marks one of the few times in recent history that The City of San Diego Council, the County of San Diego and the FAA are in agreement and have a common point of view: San Diego needs new general aviation space and amenities, on an adequate runway, in a central location. And in fact, all have voiced support for the proposed Metropolitan Airpark at the Brown Field location in Otay Mesa.

METROPOLITAN AIRPARKIntroducing the new alternative for General Aviation operations in the City of San Diego:

PHASE I: THE FBO FACILITIES

Brown Field

Pacific Ocean

CALIF.

MEXICO

OTAY MESABrown Field in Otay Mesa is positioned near several highways and interstates, as well as a major manufacturing hub. It is located near two ports of entry to Mexico, which facilitates importing and exporting.

2 miles

PREPAID LEASES: Hangars and offices offered as PPL’s

BUSINESS CENTER and first class pilot facilities are provided

LEED Gold and Silver certifications are anticipated

State-of-the-Art hangar facilities

PARKINGOver 1-acre for short- and long-term parking.

Metropolitan Airpark includes the construction of an a�ordable, Class-A, state-of-the-art General Aviation FBO to accommodate charter, private and corporate aircraft and aviation related businesses.

Metropolitan Airpark includes the construction of an a�ordable, Class-A, state-of-the-art General Aviation FBO to accommodate charter, private and corporate aircraft and aviation related businesses.

Detail area

Detail area

PREMIER JET FBO

Located north of the U.S. - Mexico border, Brown Field (SDM) is a Port of Entry into the United States for general aviation coming from Mexico into California. Brown Field is also used by military, fire fighting and law enforcement agencies.

SAN DIEGO, CALIFORNIA

SAN DIEGO METROPOLITAN AIRPARKSUMMARY LOCATION FINANCIALS TEAM CONTACTTHE PROBLEM FBO/RUNWAY

17page

DEALSUMMARY




STAGE

VALUE

TOTAL EQUITY

IN-PLACE DEBT

EQUITY SUBSCRIBED

EQUITY REMAINING

TBD%

ENTITLEMENT

$tbdM

$tbdM

$TBD

$TBD M

$TBDM

$TBDM

Located strategically near downtown San Diego and metropolitan centers,the project is a long term infrastructure addition to the City and is supportedby State, local and City agencies.

1SUMMARY




stabilized income.

This summary, which contains brief, selected information pertaining to the business and affairs of the Property, has been prepared by MAP to provide general information about the Property. This is not an offer to sell, or a solicitation of an of-fer to buy securities, as such an offer or solicitation can only come through the offering’s private placement memorandum (“PPM”). This material cannot, and does not, replace the PPM, and the PPM supersedes this material in all respects. This investment involves various degrees of risk, including the speculative market and financing risks associated with fluctuations in the real estate market including tax status, liquidity, and fees, expenses, and other risk factors. Please refer to the “Risk Factors” section of the PPM.”

1SUMMARY

DEAL SAN DIEGO METROPOLITAN AIRPARK

For the year ending December 31, 201xThe projected financial yield of Metropolitan Airport is anticipated to report Net Operating Income (“NOI”) from leasing activity of tbd million, and tbd million from service and FBO related revenue. The revenues are primarily the result relative position of the property within the competitive set in the availability of a hangars which is unique within a 50 mile radius of the property. For the projected year ending December 31, 2012, the in-place revenue streams project a total of tbd million of NOI, an increase over the previous year from where they were no operations as the development was being completed.

SUMMARY

For the year ending December 31, 201xTHIS IS A SAMPLE DISCUSSION OF THE FINANCIALS. This section will be updated with actuals. The projected financial yield of Metropolitan Airport is anticipated to report Net Operating Income (“NOI”) from leasing activ-ity of tbd million, and tbd million from service and FBO related revenue. The revenues are primarily the result relative position of the property within the competitive set in the availability of a hangars which is unique within a 50 mile radius of the property. For the projected year ending December 31, 2012, the in-place revenue streams project a total of tbd million of NOI, an increase over the previous year from where they were no operations as

the development was being completed. the projected financial yield of Metropolitan Airport is anticipated to report Net Operating Income (“NOI”) from leasing activ-ity of tbd million, and tbd million from service and FBO related revenue. The revenues are primarily the result relative position of the property within the competitive set in the availability of a hangars which is unique within a 50 mile radius of the property. For the projected year ending December 31, 2012, the in-place revenue streams project a total of tbd million of NOI, an increase over the previous year from where they were no operations as the development was being completed.

YIELD The newly developed FBO anticipates leasing 138,000 sqft prior to the opening of phases IV and V. Lease revenue provides a stabilized asset and positions for the increasing demand of the

SUMMARY LOCATION FINANCIALS TEAM CONTACTTHE PROBLEM FBO/RUNWAY

PROJECTED CASH YIELD BASED ON ALL LEASES AND OTHER REVENUE


2014 2015 2016 2017 2018



YIELD and IRR PROJECTIONS

IF THE READER IS A PRINCIPAL, your pitch book has about thirty seconds to compel him to open it. If the words, images and structure of the document do not immediately and forcefully communicate value to the viewer, it will be set aside, passed off to an underling, or dropped in the recycle bin. Tell the financial story investors want to know and need to know.

30A READER WILL DECIDE IF YOUR BOOK IS COMPELLING inSECONDS

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DEALSUMMARY


FINANCIALS


CURRENT YIELD

DEAL SIZE

MARKET VALUE

DISCOUNT-TO-MARKET

NUMBER OF ASSETS

HOLD PERIOD

SERVICER

ESCROW

14%

$1.6M

$1.85M

30%

10

3 YEARS est.

FCI

FIDELITY

Located in the heart of middle america, a community with a 10 percenttax growth rebate, the property has �xed-lease tenants each with long-termcontracts through 2013.

1SUMMARY




stabilized income.

SERIES THREE PORTFOLIO

The Evaluation Stage: When the reader decides to invest time with your deal book, a new level of communication begins. Using a technique called FRAMING, we simplify and organize complex material into blocks of information that are linked together in a way that guides the reader to a specific set of conclusions about your deal. Those conclusions are: This is a quality deal that deserves consideration, that involves quality people that I should know. I need to know more about them. FRAMING elevates the status of your deal book from being one among many to being something special.

On the conscious level, Velocity carries the reader through the basic things they need to know – the pro forma, underwriting considerations, upside/downsides, assumptions, competition, sources/uses, track record. It does this quickly and completely, and in an intriguing way that complies with FINRA guidelines.

On the subconscious level, we provide the information flows in a pattern that is comfortable to the reader, moving concepts and ideas forward to the cognitive part of the brain without triggering skepticism or doubt. This is another critical point in the engagement process – once their natural skepticism is set aside, the reader is inclined to reach a positive conclusion. Which makes the decision to move your deal forward a safe and logical decision.

FRAMING THE DEALSTAGE 2: GET THROUGH ANALYSIS


Facts and information have no meaning unto themselves. Frames focus your attention and that’s how they provide the meaning. Frames create relevance by including some information – and excluding other.

A frame is a way people have to interpret information and to understand and re-spond to events. When you set the frame you control the agenda. Every situation can be seen from many different angles. Frame control is about controlling which angle it is seen from.

Framing helps package information and data in a way that encourages certain interpretations - and discourages others.

Your pitch book will receive only a quick scan at first. This will be triage, at best, as the analyst is looking for a fatal flaw –– any fatal flaw –– that will justify tossing your pitch book into the recycle bin.



EXISTING LOAN

DEAL SIZE

APPRAISED VALUE

TOTAL EQUITY

IN-PLACE DEBT

EQUITY SUBSCRIBED

EQUITY REMAINING

9.0 %

GOLDMAN SACHS

$24.44M

$24.47 M (Aug. 7 2009)

$7.02 M

$17.42 M

$3.58 M

$3.44 M

Located in the heart of middle america, a community with a 10 percenttax growth rebate, the property has fixed-lease tenants each with long-termcontracts through 2013.

Th is summary, which contains brief, selected information pertaining to the business and aff airs of the Property, has been prepared by MAP to provide general information about the Property. Th is is not an off er to sell, or a solicitation of an off er to buy securities, as such an off er or solicitation can only come through the off ering’s private placement memoran-dum (“PPM”). Th is material cannot, and does not, replace the PPM, and the PPM supersedes this material in all respects. Th is investment involves various degrees of risk, including the speculative market and fi nancing risks associated with fl uctuations in the real estate market including tax status, liquidity, and fees, expenses, and other risk factors. Please refer to the “Risk Factors” section of the PPM.”

1SUMMARY

For the year ending December 31, 2012 the projected fi nancial yield of the Fund is anticipated to report Net Operating Income (“NOI”) from leasing activity of $1.63 million, and $6.52 million from service and FBO related revenue. Th e revenues are primarily the result relative posi-tion of the property within the competitive set in the avail-ability of assets. For the projected year ending December 31, 2012, the in-place revenue streams project a total of $8.50 million of NOI, an increase over the previous year.

TYPICAL DEAL summary

[email protected]

nexxica

Th ere’s no more simple truth in this business: the “market value” of an asset doesn’t mean anything until you know how the underwriting was performed. Nothing is more important to us because as managers we have performed due diligence on over 5,000 notes, have acquired more than 1,000 and we know the rigors and discipline that are needed.

Th is brings us to the central idea of our business and certainly what must be the most important lesson of the current mortgage crises: Residential mortage notes is a commodity business. Th ere is a large and effi cient infrastructure to aquire, manage, service, foreclose and sell these commodity assets. Similar to the purchase of other commodities, the key risk is in pricing, or underwriting. Th e other functions of the business

are mechanical (for example, in 1,000 foreclosures performed by ourselves as managers, 100% were successful.)

During the holding period of a note, the servicer collects rent, maintains the fi le and distributes payments. One the note refi nances, then XYZ happens. In the event of default, AAA company does THIS. Th ese are mechanical processes that are easy to manage.

If you talk to investors who have succeeded with acquiring notes, they’ll tell you, the key is acquiring assets at signifi cant discount to true market value. What truly distinguishes our assets is the depth of our underwriting process. Here’s how we do it:

nexxica

UNDERWRITINGIn every portfolio we acquire or target for acquisition – we commit our own capital. It stands to reason, as principles, over time, we have identifi ed the crucial diff erence between notes that off er downside protection and those that don’t.

VERIFY ASSET VALUEwith NEXXICA CAPITAL

PUBLIC SOURCES1AGENTLOCAL 2SITE VISIT3TITLE NOTATION4MERS5

b We don’t care what any appraisal says. Here’s how Nexxica analyzes an asset prior to investing its own capital:

In our first screen, much like anyone else, we look at Zillow, Redfin, MLS, Realtor.com. This helps us get a baseline undestanding of the market and the asset.

Next, we find a prominent Real Estate Agent in the local market that understands the nuances of that location. Several hours of conversation may take place between us and the local agent. In many markets, we have pre-existing relationships.

A member from the Nexxica team will make a physical inspection ofthe property and build the case file with first-hand evaluation of the asset and the market. In many cases the site inspection will include the Real Estate Agent.

Even if Archbay, Wells Fargo and Waichovia has previously owned the note (a common scenario) there can still be issues with title. The key to finding any glitches is a full review of the conver-sation logs with the owner - this is heartbeat of every note and tells the whole story.

MERS was established as a clearinghouse and computer registry that to track ownership changes in mortgages. Sort of a CarFax for mortgage title. If there is any issue with title transfer and history, it will show up in here.

Framing information creates a convenient mental shortcut for the investor. That’s important because human beings are by nature “cognitive misers”, meaning they prefer to do as little thinking as possible.

Framing provide people a quick and easy way to process information. So people use frames to make sense of incoming messages. This gives you, the framer of the information, enormous power to choose how your audience will interpret the message.

Frames construct a point of view that encourages the facts of a given situation to be interpreted in a contrarian or different way.

If an investor detects subtle cues indicating that you have low status or that the deal is weak -- the proposal is toast.

The way issues are framed is critical

CATCHING THE BLACK SWAN EVENTSEVEN PERCENT of angel investments generate 70 percent liquidity in the market. Now imagine this market as economists do, as a game of chance.

www.rightsidecapital.comPAGE 5

Will you hit a “Swan” in 5 spins? Your gut says “no.”

Enter the Black Swan Event: rare but very profitable..

Let’s look at the market as a wheel of chance. You only make money on black or gray.

Will you hit a Swan in 10 spins? Maybe.

But, in 125+ spins you’ll hit “Swans” often enough to earn a consistently high return.

The Game: if you hit a deal, you get 12x return.

But picking the right deal is hard.

Almost no one has much better than a 1 in 10 hit rate.

Many go 0-for-10. So how do you get at the winners?

Making it very risky.

The “Wheel of Chance” in this illustration is set up to behave in similar ways to the angel investing market. In the angel market, you have to “spin” (or invest)

enough times to hit some 12X winners. In other words, you have to diversify your risk. How many “spins” do you need to take? Statistical modeling shows that

approximately 125 investments per year are required to mitigate the risk that comes with angel investing in early stage technology startups. At this volume of

investing you smooth out your risk curve because you hit your share of Black Swans.

Your gut tells you the wheel looks like a bad bet. But the math says it has a high return.

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ACCESS TO CAPITALSTAGE 3: EXPAND THE INVESTOR POOL


At this stage, your deal has been screened. The reader has made the decision to involve others. This is an important stage because the decision to sponsor a prospective investment involves social and career risk. No one wants to recommend a low-quality deal, and Velocity takes the risk out of doing so. The quality of your presentation is so unique and so high that Velocity deal book will be respected and remembered.

Our experience has shown that in most instances, your Velocity deal book will be shared and discussed as something novel, unique and worthy of serious consideration. In most cases, when it reaches the stage where it is socially shared, you will be contacted. Meetings will be set.

At this point in the process, the investor has reached several important and highly positive conclusions about your deal and your firm. They hold a preconceived idea that you offer quality deals and that they should be a member of your investor pool.

Your Velocity deal book has done it’s job, and the rest is up to your team.

ACCELERATE THE TIMELINE TO CAPITAL

become immediately active in the capital markets

APPROACHINVESTOR PITCH MEET TERM SHEET FUND

EARLY STAGE

40% 20%

PRIVATE EQ.

15%

RENEWABLES

25%

APPROXIMATE APPROXIMATE APPROXIMATE APPROXIMATE

VELOCITY is used in these capital markets

TECHNOLOGY

WHAT YOU CAN EXPECT FROM VELOCITY™ VELOCITY DEAL BOOKS INSTANTLY CONVEY QUALITY, SURETY AND TRUST to your new investors. They bring high-priority status and attention to your deals, and makes all this happen within minutes.

* Your deal books will pass through initial screens successfully and be marked as important materials that require evaluation.

* They will successfully pass through the review process quickly.

* Your cost to acquire new investors will dramatically fall, as the call-back rate from Velocity™ deal books is much higher than with conventional OMs.

* Your close rate will be much higher, as investors will come into your meetings with desire rather than skepticism. At this stage, it’s yours to lose.

* You will close financings faster and more efficiently than ever before.

* You will find yourself in the desirable position of being able to select the best investors for your pool and your style of investing. Instead of taking what you can get, you can decide who are the best fit for your organization and investment opportunities. Imagine that.

INSTANT ACCEPTANCE ATTENTION

INVOLVEMENT MEETINGS

We all like to think that others judge us carefully and objectively on our merits. They don’t .

In hurried business situations in which executives must evaluate dozens of deals in a week, or even a day, they are rarely willing to expend the effort necessary to look into the deal and its underwriting. They classify deals in a matter of seconds. They use negative stereotyping to rapidly identify the no-go ideas. All you have to do is fall into the common a low status negative stereotype, and the pitch will be over before it has begun in fact, many deal evaluations are strictly a process of elimination; in our experience, only 1% of ideas make it beyond the initial minutes of a pitch. These kind of elimination’s are too easy for investors to

make, because negative impressions tend to be more salient and memorable than positive ones. To avoid fast of elimination, successful pitchers - only 25% or less of those we observe do this - turn the tables on the investors in ways we describe in this book. By doing so, they induce investors to judge them as high status. Executives who know what they are doing when pitching a deal to a new contact/investor/corporation deliberately level the status differential between themselves and people they are pitching to.

RAISE CAPITALEXECUTE WITH A STRATEGY


EXPERIENCE

COGNITIVE SCIENCE

FINANCE

McGraw-Hill is publishing our book, PITCH ANYTHING, based on these methods, co-authored with a Harvard/Columbia/UCSD cognitive psychologist.

We have raised over $400M with VELOCITY pitches in 27 deals, and are currently raising $250M.

These deal packages are possible because of our financial acumen and ability to structure the cap sheet / capital stack.

VELOCITY PITCHES: OVERVIEW

STRUCTURE: TOTAL BAJA LLC INVESTORS

OWNERSHIP

PRICE

100% 51% 49%

$24.44M $12.46M $11.97MTotal capitalization of the subject property is $125 million

Principals are placing approximately $3.58M of equity alongside investors.

principals remain substantially invested alongside investors

$ DEBT

% LTV

PROPERTYMANAGER

NOI

$7.02M $3.58M $3.44M

71% 71% 71%

LLC will manage the asset with its in-house property management group.

$ EQUITY

$1.71M $874K $840K

-

-

Projected 2012

LENDERORIGINATING

THE FACTORS that determine the speed of a capital raise are price, people and execution. Once the price is set and the deal team is chosen, what matters most is execution: how many qualified investors can be shown the deal, agree to take a meeting, and commit to participate.

Our methods make it possible to rapidly expand your investor pool and complete financings in less time. Execution - attracting new investors to your deal - is what we’re best at.

Velocity deal books succeed where conventional OMs fail because they are novel, deeply insightful, intriguing, and answer the important questions before they are even asked. They anticipate the key decision points in the capital raising process, and position your offering for early success.

CONNECT WITH US to learn more. +310.359.0779 [email protected]

Many of the neuro-scientific methods used to produce Velocity™ pitch books are derived from path-breaking work done by Intersection Capital founder Oren Klaff, and are described in his book, “Pitch Anything” (McGraw-Hill, 2011).

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Documents

Velocity by Intersection Capital