Capital Advisory and Management Consulting

1. Capital Advisory and Management Consulting Venture Finance Solutions: CAPITAL ADVISORY Consulting Services Confidential & Proprietary The information contained in this PowerPoint Presentation is confidential and proprietary to JCF Consulting, Inc.

2. REPRESENTATIVE ENGAGEMENTS • Industries of Expertise • High-Tech/Software/Internet • Renewable Energy • Independent Film • Real Estate • Biotech • Stages of Business Cycle • Formation • Startup • Early Stage • Development • Pre-Revenue or Revenue Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

3. REPRESENTATIVE ENGAGEMENTS • Proven entrepreneur or experienced management with financial expertise gap • Significant market opportunity with clear value proposition • Defensible intellectual property or first-to-market competitive advantage • Revenue, pricing model, and exit strategy identified yet may not be perfected • Unable to effectively raise significant capital or afford a FT CFO or dedicated financial advisor Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

4. TYPICAL BUSINESS CYCLE AND VENTURE FINANCE STARTUP Development Pre-Revenue Concept & Formation Revenue & Pre-Breakeven Profitable & Growth Sale & Exit Venture Lifecycle Capital Source Founders Friends & Family Angels & Limited VCs Angels & Venture Capitalists VCs & Private Equity Private Equity & iBanks Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

5. DIFFICULTIES IN VENTURE FINANCE • Friends & Family • Typically fund small rounds of seed to very early stage development concepts • Commonly unavailable or undesirable for high risk early stage ventures with unproven business models • Large rounds with deep pocket liquid investors are unlikely or very difficult to close without significant dilution • Can ruin relationships in unsuccessful ventures that are unable to raise significant capital beyond friends and family to reach breakeven, profitability or exit Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

6. DIFFICULTIES IN VENTURE FINANCE • Angel Capital Groups • Mostly local or regionally-based investment groups that are highly unstructured • Typically invest as individuals not as a group that may require a road show to multiple locations • Only a few have a dedicated managed fund to invest • Some require upfront fees to present without a firm commitment upon screening committee review • Most prefer referrals from venture associates or known colleagues within a network of relationships that know what they look for and invest in for deal flow Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

7. DIFFICULTIES IN VENTURE FINANCE • Venture Capital Funds • Pension funds with significant unfunded liabilities coupled with retirement of baby boomer generation has placed heavy emphasis on larger investment deals • Substantial increase in number of funds concentrated on investment rounds of $5M or more • Substantial decrease of funds focusing on seed or early stage rounds of $5M or less • Can be very expensive and predatory if not represented by an experienced financial advisor • Most prefer referrals from venture associates or known colleagues within a network of relationships that know what they look for and invest in for deal flow Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

8. BENEFITS OF WORKING WITH JCF • CAPITAL ADVISORY & CONSULTING • Hands-on experienced Business Development, CFO advisors and consultants with prior entrepreneurial and venture capital experience in early stage ventures from raising capital to M&A or IPO • Extensive financial network reach to over 900 angel groups, 20,000 accredited investors, 750 family offices, and 4,300 venture capital and private equity firms to solicit deal flow investment or co-investment opportunities • Targeted funding strategies and campaigns developed for each client with scalable pricing to enable early stage companies on limited operating budgets not able or ready to afford FT or dedicated resources Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

9. CAPITAL ADVISORY SOLUTIONS • FOUR STAGE PROCESS OVER 3-6 MONTHS • STAGE 1– JCF Review of Existing Deal Documents • Collect & review all existing documentation • (Executive Summary, Business Plan, PPT, etc) • Identify strengths/weaknesses in business model • (Strategy, Pricing, Valuation, Management, etc) • JCF recommendations to Management to shore-up any weaknesses, if any • Determine JCF and Management team deliverables in order to optimize corporate value and deal terms/investment offering Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

10. CONSULTING ADVISORY SOLUTIONS • FOUR STAGE PROCESS OVER 3-6 MONTHS • STAGE 2 – JCF Deal Document Scrubbing (if applicable) • Optimize Executive Summary utilizing JCF 2 page template for soliciting deal flow to JCF investors • Optimize PowerPoint Presentation utilizing JCF 10-15 page template for presenting deal flow to JCF investors (i.e., WebEx, etc) • Optimize Business Plan incorporating JCF identified solutions to shore-up any weaknesses • Optimize deal structure (debt, equity or combo) to maximize shareholder value and provide lowest cost of capital to venture and founders • Optimize pre-money valuation to structure deal terms and investment offering Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

11. CAPITAL ADVISORY SOLUTIONS • FOUR STAGE PROCESS OVER 3-6 MONTHS • STAGE 3 – JCF Development of Targeted Funding Campaign • JCF researches, identifies and prioritizes top JCF, angel, family office, venture capital and private equity firm targets within investor network to solicit deal for investment and co-investment • Scalable pricing enables client to select the number of targets within targeted campaign to market • Funding campaign and targeted investor details are fully disclosed to client Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

12. CAPITAL ADVISORY SOLUTIONS • FOUR STAGE PROCESS OVER 3-6 MONTHS • STAGE 4 – JCF Deal Marketing & Support • JCF contacts targeted angel, family office. venture capital and private equity within investor network marketing deal for investment and co-investment • (via email, fax, phone, etc.) • JCF arranges meetings and presentations in person or via WebEx with investors that have expressed interest • JCF works closely with management to assist in deal support with investors (valuation, diligence, etc.) to close transaction Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.

13. CAPITAL ADVISORY & CONSULTING • PRICING • Limited Budget Engagements • Consulting available at reasonably low rates • Scalable pricing based on the amount of capital being raised and targeted investors selected • Retainer for 3 or 6 months of deal marketing and support to close transaction (low cost per contact) • Unlimited or All-Inclusive Engagements • Includes unlimited capital advisory and consulting services • Retainer for 3 or 6 months of deal marketing and support to close transaction (low cost per contact) • Unlimited access to investor network Confidential & Proprietary The information contained in this Power Point Presentation is confidential and proprietary to JCF Consulting, Inc.