Presented by: Troy Helming, CEO & Doran Hole, CFO

IMPORTANT NOTICE

This presentation includes certain "forward-looking statements" including, without limitation, statements regarding the Company’s expectations about future financial performance and market position that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts. These statements are sometimes identified by words such as “believe”, “project”, “expect”, “forecast” or words of similar meaning. These statements are based on our current beliefs or expectations, and there are a number of important factors that could cause the actual results or outcomes to differ materially from those indicated by these forward-looking statements, including, without limitation, change in economic conditions in the United States, changes in laws and regulations governing applicable tax credit programs and the installation and operation of solar power projects, changes in interest rates, and general economic factors. These and other risk factors will be set forth in definitive transaction documents prior to closing any investment. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or otherwise.

This presentation is not an offer for sale of securities or a solicitation of an offer for sale of securities.

The Problem

Helton project, Merced County CA, built 2014, $6.5M value

The Solution

Six ponds in Sonoma County CA will soon have floating solar that will be designed, built, owned & operated by Pristine Sun.

What We Do

Residential

Wholesale DG

~ < 5MW

Medium Scale Utility

~ 5-20 MW

Large Scale Utility

~ >20 MW

4

1. Lease rural land

2. Obtain permits and grid connection agreements

3. Build, own, and operate solar power plants

a) Wholesale Distribution Generation (fewer competitors)

b) Customers have low credit risk (utilities & large corporate buyers)

c) Scalable, standardized development process

Customer Side of Meter Utility Side of Meter

UtilityCommercial

& Industrial

Company Founded by Troy Helming

($492k investment)

2009

2010

2011 2013

2014

Expanded development to

NC and TX, created 120+new projects

(397MW, $596M potential value)

2012

Corporate Evolution

5

$3M investment and $7M loan from Capital

Dynamics (private equity)

($12M) Fully paid down

CapDyn

$19MPFG

2015

Expanded to MN, VT, WI, 65+ new projects

(279MW, $419M of new potential value)

$50MNew Debt

$10MNew Equity

Signed Outsourcingagreements for

Procurement & Logistics and Construction

Signed Project FinanceTerm Sheets for $300M

of projects

$52M Construction Vendor Financing

agreement

Constructed 15 projects in CA with PG&E offtake

(13MW, $45M value)

$19M total CorporateDebt investments by

Partners For Growth (SVB backed), balance $13M

Closed $19M Senior Project Debt with

Hannon Armstrong

$492k

2016

$10MCapDyn

Track Record(in MWs DC)

0

20

40

60

80

100

120

140

160

20

10

20

11

20

12

20

13

20

14

20

15

E

20

16

E

0.0010.7 1.5 6 16

52

150

Online

0

500

1000

1500

2000

2500

3000

3500

10 30 75 150375

2300

3500

In Active Development

0

2000

4000

6000

8000

10000

12000

14000

1.5 10 301000

4000

8200

13000

Pipeline with Land Control

20x

4x

Competition1. Natural Gas

2. Wind energy

3. Fragmented, regional solar developers (few retain projects):

a. SunEdison (mostly larger projects)

b. Heliosage (folded after all projects acquired by Coronal)

c. Ignite (remaining projects acquired by Pristine Sun)

d. Strata, FLS, Cypress Creek (NC focus)

e. Ecoplexus, ImMODO, Ecos, etc.

4. Keys to competition:

a. Focus on WDG niche

b. Tie up ideal sites near substations nationwide; and

c. Enter the utility interconnection “queue” to lock up capacity

Jardine Almond Ranch project, San Luis Obispo County CA, built 2013, $5.5 MM value

Scalable, Cloud-Based Processes

Clarizen screen shot

Salesforce screen shot

600-step Low-Cost Development Process.

Each milestone phase has up to 50 sub-

tasks, each assigned to a resource (PM, etc.)

a. Sites approved by GIS

b. SWOT score

c. Docs emailed via DocuSign

d. Project auto-created in Clarizen

e. PM is assigned & workflow created

8

Management Team

Troy Helming – Chief Executive Officer

– Mr. Helming has served as CEO of Pristine since he co-founded the Company in 2009. Prior to co-founding Pristine, Mr.

Helming was CEO of Pristine Power Corporation, a renewable energy consulting firm and its affiliate KC Biofuels LLC. Mr.

Helming successfully founded TradeWind Energy and served as CEO through 2004, developing over 1,000 MW of wind

energy.

Mike Enock – Chief Operating Officer

– Mr. Enock brings more than 20 years of experience in operations management and process optimization. His solar industry

experience includes executive positions at QBotix, Inc., and EchoFirst, Inc., where he implemented robust, scalable

processes and infrastructure. Prior to that, he managed operations functions in the scientific instruments sector at Agilent

Technologies, Varian, and Oxford Instruments, where he led several mergers and acquisitions.

Doran Hole – Chief Financial Officer

– Mr. Hole comes to Pristine Sun from Deutsche Bank, a leading global investment bank with a top-tier structured finance

franchise. A CFA charterholder and CPA, he has over 20 years of experience across capital markets originating, structuring

and implementing credit transactions with a focus on hard assets and renewable energy with prior banking experience at ING

and Macquarie Bank. Doran started his career at public accounting firm Coopers & Lybrand.

Jay Jackson – Chief Strategy Officer

– Mr. Jackson has over 25 years of experience in the renewable energy industry. Mr. Jackson served as the CEO for Solaris

Solar, Inc., one of the leading installers of residential, commercial, industrial, utility scale and public works photovoltaic

systems in California. He has personally overseen the sales and installation of over 125 megawatts of small utility solar, as

well as hundreds of commercial and residential systems.

Jessie O’Malley – Chief Risk Officer

– Ms. O’Malley performs in house legal risk analysis at Pristine, leading all contractual and legal obligations and the application

for over $54M of 1603 grant funds. Ms. O’Malley has 15 years of real estate development and financial closing experience

and is a notary and paralegal.

Investor Return Example

updated 10/30/2015

1) Preferred equity return

2) 7% return paid in cash each year from one or more of:

a) EPC margins,

b) Developer fee, or

c) Recurring revenue

3) $100,000 investment:

a) Earn $7,000 per year in cash

4) Exit:

a) IPO, or

b) Acquisition (utility, IPP, infrastructure fund, etc.)

c) Valuation late 2017: $500MM to $1B+ = 5-10x Multiple?

The Equity “Ask” & Use of Funds

1. Equity Raise:a. $5 MM near term Series A (part 1)

b. $5 MM in 2016 Series A (part 2)

c. Reg A+ in 2H 2016 prior to IPO (optional)

2. Exit:a. IPO in 2017-18, estimated value of $1B+ (Unicorn)

b. Acquisition by strategic (IPP, IOU, financial buyer)

c. Management buyout and/or LBO of equity investors at $1 B of assets.

3. Use of Funds.a. $1 MM project pre-construction expenses

b. $2 MM overhead runway (5 months, assisted by current operating

margins)

c. $1 MM early development expenses (compliments existing Dev Capital

facilities)

d. Balance in reserve for liquidity minimums

4. Corporate Debt Revolver Raise.a. $50 MM project pre-construction expenses & project level equity.

Appendix