EFTA02700742

MISSION POWER Strictly Privileged and Confidential Draft for Discussion Purposes Only 1000 MW Solar Energy Power Mission Power LLC Inves ent Discussion Materials August 2012 EFTA_R1_02067883 EFTA02700742 • MISSION POWER Section 1 Executive Summary 2 EFTA_R1_02067884 EFTA02700743 • MISSION POWER Executive Summary Overview Mission Power LLC ('AP") represents a unique opportunity to participate in the fastest growing solar energy sector in Chile. MP's objective is to acquire, develop and operate up to 1,000 MW of solar energy plants in Chile to convert the high solar resource of the Atacama desert, which has the highest solar irradiation, into a competitive, reliable and sustainable energy source to large offtakers: primarily, conventional generators that by mandate need to inject to the grid a certain percentage of their energy from renewable sources in order to comply with Law 20,257. mining, and iron ore operators as a way to reduce their carbon footprint and comply with their social responsibility mandate MP's business strategy is a "reverse approach" to the classical way of developing green field projects. Our approach is first to: identify and partner with investment grade companies in Chile that are required to generate and/or purchase energy derived from renewable energy sources, including solar, in order to comply with Chilean laws and their own social responsibility programs. By focusing on offtakers and regions with high renewable energy demand, MP is able to identify locations where solar resources may be harvested and transmitted at the lowest capital cost, with lower labor costs, and minimal environmental impact. In fact, many of the projects will be developed on land owned by the targeted mining companies, reducing the development time. • MP aims to deliver projects that have the highest economic, social and environmental value. MP, with offices located in New York City and Santiago, Chile, is a U.S. based company founded by Todd Meister, of Meister Global, and the principals of Caravel Wind Ventures Limited, an independent renewable energy holding company, which was established in 2010 to acquire and co-sponsor/develop an up to 460 MW wind farm project in the south of Chile, which upon achieving commercial operation will be the largest wind farm in Latin America. 3 EFTA_R1_02067885 EFTA02700744 • MISSION POWER • I I r To minimize the development, execution an r i n l risk MP has formed a strate ispartnership with a U.S. based company (the "Strategic Partner"). with worldwide ri in develo in buildin and o eratin solar energy farms. The Strategic Partner has more than Is operational sites delivering more than MWh of electricity. MP and the Strategic Partner have the technology and expertise to structure, build. operate and maintain solar power plants globally and with MP's finance roots, has access to an international network of finance partners and investors. 4 EFTA_R1_02067886 EFTA02700745 stk.' Executive Summary The 0. •ortunit Chile is the most developed and fastest growing country in Latin America and the largest copper producer in the world which is mined in the world's driest desert with one of the highest radiations. These unique set of characteristics combined with the fact that Chile's energy matrix is highly dependent on fossil fuels, create a unique investment opportunity for MP business model. The Opportunity: Spot prices at more than US$ 250/MW, make Chile one of the most expensive energy markets in the region. To reduce the cost of energy, Chile's government is determined to increase the participation of renewable energy from its current 2.4% to up to 20% by creating incentives, including enacting Law 20,257: Conventional generators are obligated to generate a certain percentage of their energy from renewable sources — currently this requirement is 5%. Beginning in 2014, this percentage will increase by 0.5% per year until reaching 10% by 2024. Generators can comply with the law by developing their own non-conventional renewable energy ("NCRE") projects, or they can purchase a renewable attribute associated to each MW of renewable energy generated by a NCRE generator. Conventional generators that do not comply with the law face a fine of USS 32 for each MW that they are not in compliance. Conventional generators present a ripe target market for MP's business proposition: "build-to-suit" solar farms, from the development phase through O&M on a turnkey basis. Mining companies also present a big opportunity for MP's business plan. For mining companies, energy is the largest production cost. Thus. entering into a -build-to-suit" arrangement with MP allows them: (i) reduce their cost of energy; and (ii) reduce their carbon footprint and comply with their social responsibility. Chile's "A+" credit rating by S&P for true project financing opportunities — 80% leverage ratios. Chile's stability and well-developed local capital markets, also allows for multiple exit strategies. • MISSION POWER 5 EFTA_R1_02087887 EFTA02700746 • MISSION POWER Executive Summary The 0. •ortuni Strategy / Implementation: MP plans to develop the solar projects listed on page 22 and continue to build its pipeline until it controls 1,000 MW. Under the terms of JV agreement, the Strategic Partner is obligated to provide the most competitive prices available at the time of development — currently at US$ 1.8 mm/MW on a turnkey basis. Upon development of the solar farms, the Strategic Partner will become the EPC during the construction period and the O&M during the operational phase. Solar farm advantages relative to conventional power plants: Shorter construction period — 7 to 10 MWs per month on average • Northern Chile's desert presents low environmental risks, reducing risks of permitting delays • Northern Chile is the driest desert in the world with one of the highest radiation levels • The largest international mining companies are located in the north of Chile paying more than US$ 250/MW at current spot prices — highly motivated to find solutions to reduce their largest single production cost EBITDA margins in excess of 80% - solar radiation is free • In exchange for MP's "build-to-suit" business proposition on a tumkey basis, the offtakers of the solar farms' energy must enter into a "bankable PPA- to allow for project financing - Expected PPA price US$ 100 - 110/MW. • MP has secured its first project — 100 MW solar energy project (the Project") located in Region III. • MP is in advanced negotiations to secure its second 100 MW solar energy project (the Project"). • " y stage negotiations for its third s energy project v as a total energy capacity of 150 MW (the Project" and collectively with the Project and the... Project, the "Projects"). 6 EFTA_R1_02067888 EFTA02700747 Executive Summary Solar Potential in Chile • Out of the Twelve Regions in which Chile is divided. Region I, II and Ill present unique characteristics which allows for the development of solar energy projects:  The highest radiation levels, with more that 7 KWhIM2  The lowest percentage of cloudy days, with less than 20% of the year  Where the world largest mining companies are located 1 Face the country's highest energy prices • MISSION POWER -te Radiation Levels T •68 .66 Percentage of Cloudy Days Region I - Tarapacä Region II Antofagasta -25,- Region Ill Atacama Region IV Coquimbo Region Metropolitana Region V Region VI O'Higgins _ Region VII - Maule Region VIII - Biobio Region IX - Araucania Region X - Los Lagos Region XI - Alsen -40- -45 -74 1 -m 7 EFTA_R1_02067889 EFTA02700748 Executive Summary About Chile 17 million inhabitants, primarily European descent (Roughly the size of the state of Florida) GDP: US$ 239 Billion (Florida = US$ 735 Billion) 6,435 Km of Pacific coastline Varied climate - Rainy and temperate in the south, Mediterranean in the Center, and desert in the north Very low country risk — "A+" by S&P and "A1" by Moody's Economic Stability Investment Friendly Political Stability 5th freest economy according to the CATO institute - ranked ahead of the US 4th lowest debt/GDP ratio in the world (national debt 6% of GDP) Highest GDP per capita in Latin America Strong Western legal system & protection of private property rights # 1 Destination for Private Equity & Venture Capital in Latin America (LAVCA & Economic Intelligence Unit) # 1 'Place to do business" in Latin America (Forbes) Favorable tax regime for foreign investors Most peaceful country in Latin America measured by foreign relations & crime rates (Global Peace Index) # 1 in Latin America for ethics and accountability in government & business (Transparency International) Lowest Corruption in Latin America (Corruptions Perception Index) • The Global Competitive Report for 2009-2010 ranked Chile as the 30th most competitive country in the world and 1st in Latin America • Chile's strong economy and lack of domestic source of hydrocarbons (gas, oil or coal) has increased its need to secure stable supplies of energy • Chile's power capacity are already severely strained and local authorities are estimating that demand will double over the next 12 years forcing Chile to look for alternative sources of energy in the renewable space. Only 2.4% of Chile's generation capacity comes from non-conventional renewable sources • Clear regulatory and legal framework favoring energy generation from renewable sources: Law 20,257 currently requires 5% of the energy produced by conventional generators must be generated from renewable sources increasing annually at a rate of 0.5% from until reaching 10%. • MISSION POWER 8 EFTA_R1_02067890 EFTA02700749 Country Comparison =16 Chile China Brazil U.S. India Debt/GOP Rau," 6% 17% (60% Unofficial) 41% 63% 56% 2009 Deficit/GOP 4% 4% 7% 12% 9% Economic Freedom 51n 82nd 111th 611, 87th Legal Foundation Western Communist Western Western Western Corrupuon Perception 25th (1s, in Lat Am) 79th 75th 19th 84th GDP/capita (PPP) $14,299 USD $6,546 USD $10,296 USD $46,433 USD $3,270 USD Trade Freedom 3th 39th 90th 29th 721h Source: CATO Institute and the World Bank • MISSION POWER 9 EFTA_R1_02067891 EFTA02700750 • MISSION POWER Executive Summary Business Pro .osition MP is currently seeking its first round of equity funding of US$ 132 MM to develop theill and Projects. The equity raising is based on the following metrics: Installed Capacity: 350 MW Cost per MW: US$ 1.8 mm Project Financing: 80% Construction Equity: 20% - US$ 126 mm Development Expenses: (1) US$ 6.0 mm Total Equity Raising: US$ 132 mm Pre Money Valuation: US$ 300,000/MW - US$ 105 mm Post Money Investor's Ownership: 56% EBITDA Margins: > 80% Expected IRR: > 40% Management Entity: Mission Power (1) Development expenses include environmental studies, basic engineering, interconnection studies, legal expenses, overhead, etc. 10 EFTA_R1_02067892 EFTA02700751 Section 2 The Business Model • MISSION POWER 11 EFTA_R1_020137893 EFTA02700752 • MISSION POWER The Business Model Re • licable and Scalable • "Build-to-suit" solar energy solutions at competitive prices and on a turnkey basis • "Reverse Business Model": MP first identifies potential credit worthy offtakers prior to incurring any development expenses vs. "conventional wisdom" first look to develop a project and then look for offtakers to execute a PPA and thus be able to secure project financing = high development risk • MP's offtakers become the exclusive energy offtaker under a "bankable PPA- • Low execution risk through a strategic joint venture with a well-known PV supplier, EPC, and O&M Energy Commitment: 100% of the solar farm's energy production • Tenor: Financing tenor + 2 years (ex. 20 year PPA w/ 18 years Financing) • Contract Type: Take or Pay Contract • Pricing: Fixed in US$ and indexed to US' CPI Index - Completed for CAP Project at US$ 107 MWh • In the case of mining companies, which tend to have massive extensions of land, solar farm would be built on their land, reducing time to reach COD • Transmission Line either "in the park" or a short distance to interconnection point on the national grid • Evaluate "Build, Own and Operate" model by a 3t° party to minimize upfront CAPEX for the transmission line Structure: Project Finance on a non-recourse basis • Financing Amount: Up to 80% • Tenor: 18 years Interest Rate: Libor + 2.50% - 3.50% • Pre-negotiated with the offtaker • Through M&A: Once MP controls more than 200 MW in installed capacity, it will be an attractive acquisition target for conventional generators looking to enter the renewable energy market or by large financial investors (i.e., pension funds) seeking stable long-term and predictable cash flows • Exit through an IPO 12 EFTA_R1_02067894 EFTA02700753 • MISSION POWER The Business Model Capitalization Strategy by Project Phase Development Phase • Timing (months): Secure Project Site Project Assessment • 12 to 14 • • Outright purchase Long-term lease Renewable Resource Assessment: • Environmental License • Capital Required: USS1 tot 5 MM per Project • Land granted by Offtaker Radiation confirmation study • • Electric Concession Mining Concessions • Right of Ways • [Interconnection Permits to National Grid] Construction Phase • Project Cost per MW: • USS 1.8 MM (1) Including substation Project Financing • Up to 80% leverage. but not less than 70% • Up to 30% Equity Investment • Tenure: Up to 20 years. but not less than 15 years • Interest rate: Libor + 2.50 - 3.50% Technical Studies • Basic engineering • [Transmission Line studies) • (Interconnection studies) • Logistic studies for construction 11AllaSI • Approximately 1 month per 7 MW in installed capacity • Project COD ex • ed 40 2013 • IS/Project COD expected by 20 2014 infeffif COO expected by 40 2014 13 EFTA_R1_02067895 EFTA02700754 Section 3 Project • MISSION POWER 14 EFTA_R1_02067896 EFTA02700755 jProject Company Profile • Investment Grade • MISSION POWER EFTA_R1_02067897 EFTA02700756 as, Project Summa Expected COD: IVO 2013 • IQ 2014 Distance to the National Grid: •In the park" • Expected Project Cost: US$ 1.8 MM per MW or approximately US$ 180 MM • Expected Leverage: 80% • Equity Investment: US$ 38 MM (US$ 2 MM development expense and US$ 36 MM construction expense) • Status: MOU executed and PPA negotiations almost concluded. • Exit: Predetermined (put/call combo) • Equity IRR > 43% The project financing is expected to have an eighteen (18) year maturity, including nine (9) months of construction period. The Project's projected free cash flow allows for solid debt service coverage ratios after the construction period. The PPA price is US3107 MWh • MISSION POWER 16 EFTA_R1_02067898 EFTA02700757 Project PPA Expected Total Revenue per MWh USS Dollars per MWh sold $7.7 $81 518 8107 Energy Price The revenue generated per MWh loaded to the grid governed either by PPA terms or Spot Market rate Spot Market price is the highest Marginal Cost of the last dispatched power plant to supply the grid • MISSION POWER Capacity NCRE EXPECTED total Payment Attribute price per MWh Firm capacity payments are made to generators for increasing the capacity of the grid • This payment is based on the capacity of the plant during peak demand times • Wind Farms receive a low Finn Capacity payment due to the low capacity factor relative to other plants such as thermal (coal) Law 20.257 establishes a minimum requirement of energy to be sourced from renewable resources The penalty for non- compliance is $32 MWh It is estimated that the 'market' value for the NCRE attribute is around US$ 18/MW Graph indicates long term revenue potential based on 100% spot market exposure. KAS projected long term Energy Revenue at $79 MWh ERNC Attribute is currently estimated to be around US$18/MVVh based on information provided by KAS. This price will increase when demand for NCRE is greater than supply 17 EFTA_R1_02067899 EFTA02700758 Financial Parameters Figures in US$ 2013 2014 Total Equity Ownership 100% Solar Farm Capacity (MW) 100 100 100 Plant Load Factor 30.00% Annual Production Degradation (guaranteed by Strategic Partner not to exceed 0.7% per yr.) 0.70% (In reality 0 3% • 04%l Energy Price (USS/MW) 107.00 O&M (USUMW) $ 37,000.00 Overhead $ 1,148,545.18 Land Lease (% of Revenues) 2.00% Depreciation (Years) 10 Construction Period (Months) 12 Price Escalator per Year 2.00% Investment (USS/MVV) $ 1.800,000 CAPEX - Replacement of inverters every 10 years Modules do not need any overhaul for 30 + years (USSMIN) $ 85.000.00 Leverage (%) 80% Tenor (Years) 20 Interest Rate (Fixed) 7.00% Amortization Semi-annual Income Tax 20.00% EBITDA Exit Multiple (Times) 8.00 Development Equity $ 2,000,000 Construction Equity - 20% equity contribution $ 36.000,000 • MISSION POWER 18 EFTA_R1_02067900 EFTA02700759 Financial Projections Project Financial Pro'ections Figures in US$ Rovonuos Operating Expeuns: 0881 Owelula0 Land InS4 Depredation Teal Operating Examines Operating locums 2013 2014 201$ 2016 2017 2016 2019 2020 2021 2022 2023 5 24.119.600 $20.461218 528.447.467 $29218,465 5 29.594.215 $29.974,796 $30360,272 530,750,705 511.146.159 531,546,699 $ 3,700,040 $ 3.774 000 $ 3,849.460 $ 3.928.470 $ 4,004.999 $ 4,085.099 $ 4.166.801 $ 4,250.137 $ 4.335.140 $ 4.421.843 $ 1.148,545 $ 1.171.516 $ 1.194.948 $ 1.218.845 5 1.243.222 3 1,268.007 $ 1293.448 $ 1.319,317 5 1.346.704 $ 1.372,618 $ 562392 $ 569.624 $ 576.960 $ 564.369 5 591.844 $ 599.496 5 607.205 5 615,014 $ 622,923 $ 630.934 $ 18,000,000 $ismoosoo s is.000aso s iseoo.000 $ le.oac000 $laaoasoo $16,000,000 518,000.000 $18.000,000 $18,000,000 $ 23.410437 523,615.140 323,621.376 $ 23.729.684 $ 23.8.0.106 3 23.952.482 $ 24.067,456 524.184.468 524,303.767 $24,425394 $ 4.706.663 4.966078 $ 5.226.110 $ 5.438.781 5,754.109 6.022115 $ 6292.817 6.566.237 6,642.393 7.121.305 Plus 00908411on $ lissom° morass moot000 s iseoo.000 $ 18.000000 moose® $iaosoaso mamma $16,000,000 $18,000,000 EBITDA $ 22.746.663 22.965,078 5 23.226.110 S24484781 $ 23.754.109 24.022115 24292,817 $ 24.566237 24.842393 25.121.305 EMMA Slargin 81% 81% 81% 80% 80% 60% BO% 80% 80% 80% Company Free Cash Flow Ow. Worm $ 4.708.663 $ 4.966.078 $ 5.224.110 $ 5,488.781 $ 4754.109 3 6.022.115 $ 6292.4117 $ 6.560237 5 6.842.393 S 7.121.305 Tun (20%) $ - 5 - 5 . 5 - $ - 5 - 5 - 5 - 5 - $ - Op. Income Met Taxes 5 4.708.663 $ 4.966.078 5 5.224.110 $ 5.488.781 $ 5.754.109 3 8.022.115 $ 6292.817 5 13.566237 5 6.842.393 $ 7.121.305 Plus Creprectiftion $ 18.000.000 $ 18.400.000 $ 18.000.000 $18.000.000 5 18.000.000 $ 18.0001:00 $18.000,000 5 18.000.000 518.000.000 $18.000,000 Less CAPE% $ -5 -3 -s -s -3 -$ -$ - S - 3 6.530.000 Free Cash Flow 5 22.708.663 522.986.078 523.226110 523.488.781 5 23.754.109 5 24.022115 $ 24292.817 524,566237 $24,642,393 $ 16421.306 Debt Service Interest Payment $ 10.000.000 9.678.870 $ 9.249.661 8.790.408 8,299.406 7,773.207 7210.602 6.608.614 5.964.487 $ 5275.272 Principal Amyl:radon 5.730.426 6.131.556 $ 6.560.765 $ 7,020.018 7.511.419 8.037.219 8.599.824 9.201.812 9.845.939 $10.535,154 05CR 1.44 1.45 1.47 1.49 ISO 1.52 1.54 1.55 1.57 1.05 Equity Valuation Fr.. Cash Flew $22.704683 $22.968.078 523.226.110 $23.488.781 423.754.109 324.022115 524.292.817 $24.566237 $24.442393 $16.821.305 Exit Multiple st Year S Ohl 5190.032.873 Less Debt &Kyles 1515.814426) ($t5,810.428) 1515110.426i ($15.810.4261 (515.810.426) Les. Debt Outstanding (5111.045.816) Equity Investment 152.000.000) ($38,000,000) Free Cash Flow to the Equity ($2.000.000) ($29.101,763) $7.155.462 $7.415.684 $7.678.155 586.930.740 Oevetopment Equity Investment 52.000.000 Construction Equity Investment 5.36.003.000 IRR 43.11% • MISSION POWER 19 EFTA_R1_02067901 EFTA02700760 • MISSION POWER Section 4 Project Pipeline 20 EFTA_R1_02067902 EFTA02700761 Project 100 MW Solar Farm (Negotiating MOU) Project 150 MW Solar Farm (Negotiating MOU) •Expected Capacity: 100 MW •Expected Capacity: 150 MW •Expected Ownership: 100% •Expected Ownership: 100% •Expected COD: IIQ 2014 •Expected COD: IVQ 2014 •Distance to National Grid: Less than 40 kilometers •Distance to National Grid: Less than 30 kilometers •Expected Project Cost: US$ 1.8 MM per MW, or •Expected Project Cost: US$ 1.8 MM per MW, or approximately US$ 180 MM approximately US$ 270 MM •Expected Leverage: 80% •Expected Leverage: 80% •Equity Investment: US$ 36 MM •Equity Investment: US$ 54 MM •Expected Development Cost: Up to US$ 2.0 MM in •Expected Development Cost: Up to US$ 2.0 MM in studies and engineering expenses to take the project to studies and engineering expenses to take the project to a "bankable" stage a "bankable" stage •Equity IRR > 41% •Equity IRR > 41% MISSION POWER 21 EFTA_R1_02067903 EFTA02700762 Project Pipeline Solar Pro'ect Pipeline Project Name Project Size (MW) Project Stage Ownership (%) Development Investment (USS MM) Equity Investment (USS MM)ul Expected COD Equity Raise (Development + Equity) Expected IRR (%) 2012 2013 ao 100 PAOU executed 100% (2) S2.00 536.00 IVO 13 $2.00 $36.00 43% (3) 100 MOU negotiation 100% (2) 82.00 536.00 IIQ 14 $2.00 $36.00 41% (3) 150 MOU negotiation 100% (2) 82.00 $54.00 IVQ 14 $2.00 $54.00 41% (3) 350 $6.00 $128.00 $6.00 $126.00 MW Ownership: 350 COD in 2013: 100 COD in 2014: 250 (1) Equity .,vestment during the construction phase based on an 80% debt 120% equity .,vestment (2) The of I taker ney have a cal option to purchase 100% of the scrar farm (or up to 49%) at term to be agreed (3) Assures an extt at year 5 at a 8x Ebitda maniple • MISSION POWER 22 EFTA_R1_02067904 EFTA02700763 • MISSION POWER Section 5 Team: Executive Management 23 EFTA_R1_02067905 EFTA02700764 Team: Executive Management Bios Anibal Palma, Co-Founder Anibal oversees project origination. development. strategic planning and raising 1 structuring capital for Mission Power. Before forming Mission Power. Anibal co-led the effort of Caravel Wind Ventures Limited as co-sponsor of the 460 MW wind farm project in Lebu. Chie responsible for managing the day-to-day matters of the project including, hiring and overseeing the local management team, negotiating project financing and generaly overseeing the project in his role at Chief Executive Officer. Anibal is a former Managing Partner and Head of Investment Execution of Ctuantek Asset Management (GUAM). the management company of Quantek Opportunity Fund. and member of OUAM's Investment Committee. Dunng Anibal's tenure. GUAM reached in excess or S1 billion in assets under management, becoming the largest asset based lending fund fully dedicated to Latin America and ranked In the top quartile versus comparable hedge funds. In 2007 and 2008. GUAM was recognized as the Best Latin America Hedge Fund Manager by Hedge Funds World. Prior to GUAM. Anibal was Head of Investment Banking for Latin America at Pali Capital. Inc., a New York Investment Bank & Broker Dealer. Before joining Pali Capital. Anibal was a Managing Director at Provident Group, a New York Investment Bank. Prior to that. Anibal was a founding partner of Inverlink USA, Inc,. an Investment Banking boutique specializing in Latin America. Prior to Inverfink. Mr. Palma spent eight years at Nomura Securities International in New York. where his last role was as Director in the Latin American Investment Banking division and prior to founding Invertink. he received a B.A. In Economics from the University of Chile. a Masters in Economics from Georgetown University. and an MBA from New York University. Mr. Palma was born in Chile and is fluent in Spanish. Jason 0. Papastavrou, Ph.D., Co-Founder Jason oversees risk management and engineering aspects relating to Mission Power and has supervised the technical aspects of Caravel Wind Ventures Limited as co-sponsor of the 460 MW wind farm protect in Lebu. Chile including review of basic engineering plans, transmission line feasibility studies, construction, wind assessment and modeling. Jason is the founder and Chief Investment Officer of ARIS Capital Management. LLC an alternative multi-strategy investment firm. Prior to forming ARIS Capital Management in 2004. Jason founded and was managing director of the Fund of Hedge Funds Strategies Group at Banc of America Capital Management ('BACAP-) and president of BACAP Alternative Advisors. From 1999 through 2001. Or. Papastavrou was a senior portfolio manager for Deutsche Asset Management (-DeAM-). Following the merger with Bankers Trust in 1999. DeAM elected to build its internal fund of hedge fund capabilities and made Jason their first hire. His tenure saw a period of unprecedented growth, as assets under management grew from 5700 million to $4.5 Dillon. From 1997 to 1999. Of. Papastavrou was the portfolio manager for a Swiss family office with hedge fund investments exceeding $1 billion. Jason began his professional career as a professor of industnal engineering at Purdue University from 1990 to 1999. He received tenure as well as numerous leaching and research awards. including the Research Initiation Award by the National Science Foundation and the highest Purdue teaching honor, the Charles B. Murphy Award. His main research and teaching focus was on decision making under uncertainty. He has published over twenty reviewed papers in academic journals. Jason earned his Ph.D. and Masters Degree in electrical engineering and a Bachelor's degree in mathematics, all from the Massachusetts Institute of Technology. His research focused on decision making under uncertainty. Apostolos Peristeris, Esq.. Co-Founder Apostolos oversees all aspects of Mission Power related to efficient operations, raising and structuring capital. project selection and manages the company's legal and regulatory affairs. Before forming Mission Power, Apostolos co-led the effort of Caravel Wind Ventures Limited as co-sponsor of the 460 MW wind farm project in Lebu. Chile responsible for overseeing the day-to-day matters securing the equity financing, the project's acquisition, structuring capital requirements and strategic planning and working with project finance banks and local counsel to negotiate all manner of commercial agreements. Apostolos is a Partner and Chief Operating Officer and General Counsel of ARIS Capital Management. LLC an alternative multi-strategy investment firm, heading business and investment operations. including investment acquisitions, structuring and legal and is a member of the investment committee. Prior to this. Apostolos was with Compuware Corporation, a multi-billicn dollar technology firm where he was responsible for business development, structuring and negotiating transactions and leading deal execution. Apostolos began his career with Gourwitz and Barr . PLLC where he focused in the areas of general corporate and financial transactions and worked as a summer associate while completing his juns doctorate responsible for legal research and diligence. Apostolos received an MBA and a BA from the University of Michigan and was the starting punter for the University of Michigan football team. He also received a JO from Wayne State University School of Law. Todd Moister , Co -Founder (I • MISSION POWER 24 EFTA_R1_02067906 EFTA02700765 Apostolos Peristeris I Mission Power LLC 152 W 5791 Street, 19'" Floor 1 New York, NY 10019 +1 646 747-01001 aperisterisamissionpowerlIc.com • MISSION POWER 25 EFTA_R1_02067907 EFTA02700766 Disclaimer This confidential presentation (the 'Presentation') has been prepared solely for sophisticated financial institutions and accredited institutional investors who have expressed an interest in potentially financing the transaction described herein (the 'Transaction'). This document and the information herein update and supersede any prior information or documentation received relating to the Transaction. The information contained herein has been supplied by Mission Power LLC ('MP' or the 'Sponsor") and is highly confidential. NEITHER THE SPONSOR, NOR ANY OF ITS AFFILIATES. EMPLOYEES OR AGENTS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. This Presentation is submitted solely for the recipient's confidential use and may not be distributed or reproduced, in whole or in part. By accepting delivery of this Presentation and any supplemental materials (collectively the 'Discussion Materials'), the recipient represents that the Discussion Materials will be used solely to assist the recipient in making an independent decision with respect to the financing of the Transaction based on such recipients own review of the Transaction and the merits of such financing. By accepting delivery of the Discussion Materials, the recipient herby agrees to maintain the Discussion Materials in strict confidence or retum the Discussion Materials to the Sponsor. The Transaction has not been registered under the Securities Act of 1933 of the United States, as amended (the "Act), or applicable foreign securities laws or state securities or blue-sky laws and, with respect to prospective sales to investors in the United States. are being offered and sold pursuant to the exemptions from registration provided by Section 4(2) of the Act. The Securities. if required and this Presentation has not been approved or disapproved as to form. content, accuracy or adequacy by the any state or regulatory authority or commission. This Presentation does not constitute an offer to sell to, nor a solicitation of an offer to buy from. nor shall any of the Securities or other securities of MP or be offered or sold to any person in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any representation to the contrary is void. No resale of any securities may be made unless such securities are subsequently registered under the Act or an exemption from the registration requirements of the Act is applicable, including without limitation the exemption provided by Rule 144A of the Act relating to resale of securities to 'qualified institutional buyers' (as such term is defined therein). Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in any securities for an indefinite period of time. This Presentation contains forward-looking statements that are based on estimates made by the Sponsor of future performance. Many of the factors affecting such future performance are impossible to predict with certainty and as such are outside the Sponsor's ability to control. The Sponsor makes no representation or warranty as to the accuracy of such statements. • MISSION POWER 26 EFTA_R1_02067908 EFTA02700767