A BuildForward initiative with Vision 360º / phbCatalystGroup

Urban Farming 2.0 | November 2014BuildFarms

Top: artist’s rendering of proposed urban farm on NYC’s Roosevelt Island. Bottom The Living Tower, La Tour Vivante in France, rendering courtesy SOA

Our Urban Farming past…

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and the potential Urban Farming future

The BuildFarms platform• BuildFarms is a joint venture drawing from the expertise of Valmiki

Capital Management’s environmental impact investing business and the real estate knowledge of phbCatalystGroup and it’s environmental group Vision 360º– Vision 360º uses a sustainable development vision of how modern

construction methods can overcome the corporate impact on nature while helping to sustain our planets farming ecosystem

– Mark Harari, (President of BuildFarms) is the co-founder of Vision 360º and phbCatalystGroup and has over 40 years experience in real estate

– Valmiki Capital is the lead institutional investor for BuildFarms initiatives and serves as the fund sponsor for all offerings that invest in the projects

– BuildFarms pairs energy efficient real estate expertise with cutting edge technologies to start and fund urban farming initiatives • BuildForward Capital (a portfolio business for Valmiki) is a leading

financier of deeply energy efficient construction and brings a deep network in the demand side of energy in real estate.

• A number of Valmiki portfolio companies like Bodega Algae are potential sources of advanced technology for energy supply.

• EcologiCiti is the first portfolio company of BuildFarms and uses advanced techniques in “High Density Vertical Growing”. It is led by Emilio Valls, a Wall Street veteran and serial entrepreneur with 35+ years of experience

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BuildForward Capital(deep energy efficiency)

Passive House Community(Deep energy efficiency construction)

New York Passive HousePHIUS, PHAUS, Architects

BuildFarms overview

BuildFarms

Key

Rela

tions

hips

Valmiki Capital Management phbCatalystGroup

Vision 360(sustainable real estate)

Institutional Investor Network

(impact investors and capital markets)

Hedge funds, PE FundsFoundations, EndowmentsTechnology Counterparts

(portfolio companies in cleantech, energy)

Companies like Bodega Algae which provides algal biomass

fuel

Development Community

Related Companies, F+T Development Group, Massey Knakal Realty, Bridgewater

Advisor

Key Relationships

Local & State governments

ESDC. NYCED, LISC, CDC (Newark)

NYSERDA, Connecticut DECD, Port Authority of NYNJ

NGO Organizations

Grow NYC, Green City Force, Volunteers of America

Urban agriculture is shifting food production from rural to urban area and in the process it is stimulating sustainable investments in local economies in a number of ways:

Dollars spent on local food remains in the community (either with the local farmer processing or distribution food business).uses dollars and services. Those dollars in turn are likely spent in the community (multiplier effect) provides products and services back to the city.

Spurring local economic activities results in more income and work for local businesses. Increased opportunities for local food start-ups, which in turn fuels new job creation. The creating green jobs education projects a demand for labor in green jobs sector.

Urban food waste can serve as valuable fodder for food production. The compost can be used for local farms. In the future Urban waste can be repurposed for energy generation using advanced technologies.

Repurposing food waste

Skills utilizing from growing food can be used in other industries such as carpentry, irrigation, electric work, construction, plumbing, canning, pickling, cooking, animal husbandry, beekeeping, etc.

Advantages of urban farming…green blocks are better than green acres

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Infusion of local

dollars

Creation of local

jobs

Development of marketable

trades & crafts

BuildFarms management team – diverse expertise

Mark HarariPresident, BuildFarms

and co-President phbCatalystGroup

• A seasoned, architect, construction , development executive with 40 years of diverse experience on a wide range of complex building , development projects in NYC and throughout the US.

• An early and persistent voice in the industry for High Performance Building.

• A leading proponent of Sustainable Development of efficient and innovative planning, Infrastructure and resource management solutions.

• Committed to an approach of Achievable Innovation through Public Private Partnership (P3) which have been the basis for solving complex issues of development.

Ravi SuriaCIO and Managing Partner

Valmiki Capital Management LP

• Founder and CIO for Valmiki Capital Management (since 2008). Acts as Managing Partner for all Valmiki funds and portfolios

• Founder and Executive Chairman of BuildForward Capital

• Prior to founding Valmiki Capital Management, Portfolio Manager at Moore Capital managing a multi-billion EM trading book and Managing Director at Duquesne Capital Management

• Top ranked sell-side analyst and head of convertibles research at PaineWebber and Lehman Brothers

Melissa RutnerPresident

BuildForward

• Responsible for sourcing all BuildForward transactions and member of the Capital Commitment Committee

• Two decades of Wall Street experience including senior roles in investment research, institutional sales and equity marketing at BMO and Lehman Brothers

• Various senior management roles in a cleantech startup prior to BuildForward

• B.A. in Economics and Government from Smith College in Northampton, MA

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BuildForward is BuildFarms key energy efficiency partner • Founded in 2012, BuildForward’s mission is to stimulate the growth of highly energy efficient

building construction primarily using the Passive House technique, by providing funding, design and monitoring for such projects in the US, starting the New York City area. These high performance buildings achieve about a 90% reduction in heating/cooling energy consumption compared to standard building codes in the U.S.– BuildForward Capital LLC (BFC), led by Melissa Ruttner sources and structures construction loans for

these projects– BuildForward Design LLC, led by Gisela Baurmann assesses all projects from a design and energy

efficiency perspective and monitors construction to ensure proper delivery– BFC has extensive partner networks of NYC-based energy efficiency architects, developers and industry

groups

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Passive House Condo Project in Harlem

• A sample project for BuildForward Capital is a $6 million project in Central Harlem developing a condominium with six 3-bedroom, 1,300+ sqft units

• It is a validation of BuildForward’s Private/Public partnership model and has a capital stack of $3MM from New York Energy Efficiency Corporation (NYCEEC) and $3MM in private capital

• The project, with UrbanArtisan as the development partner is being built to the highly energy efficient, Passive House standard, with heating consumption expected to be 90% lesser than current New York City building code for new buildings.

Passive House Example

BuildForward/BuildFarms’s partners Spanning the energy efficiency industry

BuildForward Design Partners

Pratt/Columbia network of our Chief Architect Gisela Baurmann and Advisor /Jonas Coersmeier. Network of our partner Sam McAfee at sg.Build, who is one of the most well known Passive House consultants in the region

NYCEEC, New York City Energy Efficiency

Corporation NYCEEC is an independent, non-profit financial corporation established by New York City to assist the City in implementing its Greener, Greater Buildings Plan. NYCEEC is one of BuildForward’s first institutional lending partners475 High Performance

Building Supply475 helps make more durable, resilient, ecological, and energy-efficient buildings that optimize occupant comfort and health. They are a catalyst in the transformation of U.S. construction to high-performance, low-energy and Passive House buildings. The name “475” is a reference to the heat demand requirement of the Passive House Standard.

PHIUS / PHAUS/ other Passive House organizations

BuildForward sponsors conferences and sends business development team members to attend as well.

Developers & architectsBuildForward’s development partners include a number of developers and architects in the deep energy efficiency space.

New York Passive HouseBuildForward is an active sponsor of NYPH events and BuildFoward’s development team actively participates in all NYPH organized events.

“Green” broker community

BuildForward has a working partnership with Douglas Elliman in New York through Rezwan Sharif, their leading “green real estate expert” in New York.Photo: “Haus 96” is a multi-family Passive House in

Brooklyn 8

BuildFarms community enterprise partners• BuildForward has created a working model with community based partners to training and potential

create jobs for inner city teenagers to work in energy efficiency projects• Green City Force (GCF) is an AmeriCorps program that engages young people from low income

backgrounds in national service related to the environment. Named “most innovative non-profit in NYC” in 2013.– GCF is a primary partner for BuildForward and sponsors the GCF energy force called Clean

Energy Corps• BuildFarms will build on existing strategic partnership by incorporating GCF graduates in urban

farming projects• Also have a relationship with Volunteers of America (VOA) through long relationship with

phbCatalyst Group– VOA is a nonprofit organization that includes nearly 16,000 paid, professional employees

dedicated to helping those in need rebuild their lives and reach their full potential

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BuildFarms technology partners• BuildFarms is building a network of technology and design partners to create a true incubator • One such partner is Bodega Algae (whose CTO Dr. Amanda Parkes, is also an Operating Partner for

Valmiki Capital) who is one of our primary IP partners in the area of in-house power generation• Bodega Algae is an engineering and design firm that has developed proprietary optical components

that will enable the algae industry to move from the laboratory to large-scale commercialization by:– Increasing the density of algae cultures, – enhancing the light penetration into all areas of cultivation tanks and rapidly doubling algae

growth• “We believe the Bodega Algae technology is an ideal candidate for the integrated stacked urban

farming structure visualized by BuildFarms’ first project” – EcologiCiti• Other technology partners include Capstone Energy, whose microturbines are ideally suited for

the customized nature of the on-site power generation at the urban farming sites.

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BuildFarms proprietary technologies• BuildFarms brings a number of innovative and proprietary building technologies from phbCatalyst

‘s decades long experience in sustainable building. Among the technologies that we believe are extremely valuable to our first urban farming projects are: EcologiCiti’s rainwater retention berm which is used as a watershed management and harvesting vehicle catching, collecting, directing storm water runoff in a extremely carbon efficient manner. The water will be used for crop growing and harvesting. The system is inexpensive and simple to build with low maintenance and helps solve inner city water runoff problems.

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Vision 360º / phbCatalyst Group partner network

Community Design Partners

• American Institute of Architects• Ennead Architects• Perkins Eastman - Architects• Pei Cobb Freed & Partners• Langan Engineering• McLaren Engineering Group

High Performance Building/Sustainable

Development• US Green Building Council• High Performance Building

Guidelines• International Building Code• Adoption Committee (NYC)• Urban Green• Sustainability Practice Network

Development Community

• Related Companies• Cooper Horowitz• Battery Park City Authority• F+T Development Group• Massey Knakal Realty Services• Starwood Capital• Marriott International• Lend Lease Corporation• Bridgewater Advisor

Construction Industry• Lend Lease Corporation• Cauldwell Wingate Company• Tishman Construction

Corporation• An AECOM Company

NGO Organizations • CUNY School of Architecture• Grow NYC• National Trust for Historic

Preservation• Volunteers of America• University of Maryland College

of Architecture• Rockefeller Brothers Find• American Academy in Rome

Economic Development• Empire State Development Corp• The NYC Economic Development

Corp• The Port Authority of NYNJ• NYSERDA• Local Initiatives Support Corp

(LISC)• New Market Tax Credits• CT. Dept. of Eco & Community Dvt• Brick Development Corp (Newark)

“Green” Food Industry

• Farmed Here • Eco Veggies• Grow NYC• Sky Greens• Karen Karp Resources• Duke Farms• Gotham Greens• Edenworks • Terrasphere

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Energy Industry• Capstone Energy• ILC Contract Inc.• RENERGY • NYSERDA

BuildFarms’ first initiative

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EcologiCiti

EcologiCiti Sustainable Urban Food Centers

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Hydroponic with water

retention and

controlled release

H20 Solar retention

berm

RetailProduction and

distribution

Incubator kitchens

On-site power generation (OSG)

Inside detail

Closed hydroponic and aeroponics with multiple height growing racksHigh-efficiency artificial lighting

Overview of sites

Scalable, vertically integrated ecocentric urban communities aimed at the multi-billion dollar fresh produce industry

The EcologiCiti Sustainable Urban Food Centers

Rapid Start Center Sites (RSCS) Urban Scale Center Sites (USCS)• Total per site cost of $1.5 to $5 million• 5,000 - 10,000 sqft in size.

– Annual - 7.7 lbs/sqft and $100/sqft in sales

• Smaller square foot projects in existing buildings with simple industrial construction

• RSCS are responsive to local community’s needs. Intended to prove the business model by creating quick profitable startups.• Phased 6 to 9 months to revenue

• Scalable, flexible model startup responding to individual food, energy, site, land and jobs availability in a given market location.– Goal of 10 sites in less than 5 years

• Phase I focused on opportunities in and around NYC and other major US cities– Model can be replicated to other high food costs,

high energy cost markets with water crises like Florida and California

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• Total per site cost of $12 million to $75 million

• 25,000 - 200,000 sqft in size• Annual - 7.7 lbs/sqft and $100/sqft in sales• Larger projects focused on either

underutilized warehouse or industrial sites• Phased 18 months to 2 years to revenue

• Purpose built facilities to meet the project’s needs. – Goal of 5 new facilities in 5 years– Large Urban development centers

(Bronx, Bush Terminal, Newark, Bridgeport)

• Implementation requires intensive planning and phased construction. Site financial requirements are studied per project.

• Economic and industrial development zones, partnerships with NGOs or public initiatives sites.

EcologiCitiGenerate, Renew, Grow, Sell, and Process Electricity

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Potential EcologiCiti sites in the Northeast

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New York• Albany • Yonkers • The City of New

York

New Jersey• Newark • Patterson • Camden

Connecticut• Bridgeport • West Haven • New London • Hartford

Rhode Island• Providence

EcologiCiti management team

Michael ZigmanChairman

• Co-Founder of i2 Camp, Michael spent 20 years helping to finance, operate and advise technology companies.

• Past Managing Director of Technology Investment at WR Hambrecht & Co.

• Past Managing Director at SoundView Technology Group

• He serves on the Board of Governors of The New York Academy of Sciences, as well as on the Board of Trustees of The Graduate Center Foundation as well as the Macaulay Honors College Foundation, both of the City University of New York.

• He received his B.A. from Dartmouth College.

Emilio J. VallsCEO

• President & Co-Founder, MedStar Solutions, Inc. Developed and marketed practice management software (PMS) and electronic health records (EHRs) software to physicians’ and large medical groups. Presently focused is on NetSuite Hadoop and Java development.

• Member of the CME NYMEX COMEX Exchange, a veteran commodities trader with 26 years on Wall Street as VP at Merrill Lynch Futures, Broadcort Futures Clearing and President of Valls Trading Company providing managed floor execution.

Bruce OstroffCFO

• As Director of Development at phbCatalystGroup, Inc. Mr. Ostroff brings 20 years of experience in project management/development, working directly with senior management on large development projects.

• A Principal in Hotel Dynamics, LLC, a strategic partner to phbCatalystGroup, Inc., Mr. Ostroff performs due diligence, financial analysis, preparing financial modeling to ensure each transaction is structured appropriately to maximize returns for investors.

• At Price Waterhouse Coopers, Mr. Ostroff specialized in financial controls and information technology audits.

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Capital Stack and Public/Private PartnershipFounding Members Financing RoundValmiki Capital and proposed funds

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Financing

A carefully designed private/public capital stack

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Bootstrap Equity(founding partners)

Control Equity(founding partners)

Preferred Equity(strategic, institutional co -investors)

Unsecured Debt(Banks)

Government FundingClean Renewable Energy Bonds CREBs

Energy Related GrantsENERGY STAR, NY Sun PV Incentives,

MAP

Startup Loans (Institutions and SBA)

BuildFarms LLCBootstrap Equity

(BuildFarms)

Control Equity(Valmiki Capital Equity Fund and co-

investors)

Preferred Equity(strategic, institutional co -investors)

Corporate Debt(Banks)

Government FundingTax Credits Economic Development

(NMTC),NYC Green Infrastructure

GrantsHealth Food Jobs, Empire State

Development Grants, ESJRP

EcologiCiti Inc.

SBA FundingSBA Loans Program, Microloan Program

Real Estate Loans: CDC/504

Real Estate Seed Equity(EcologiCiti, local co-investors)

Preferred Equity(Valmiki Real Estate Fund and co-

investors)

Mezzanine Debt(Valmiki Real Estate Fund and co-

investors)

Real Estate Secured Loans (Banks, Valmiki Real Estate

Debt Fund)

Government FundingBrownfields Cleanup program, Business

Energy,Storm water Management

Jobs related GrantsConstruction Grants, Solar Grants, MERF

Individual SUFCs LLCs

SBA FundingSBA Loans Program, Microloan Program

Real Estate Loans: CDC/504

Valmiki Capital Management Impact and Real Estate Funds and Investing Vehicles

(Teslaugh Energy Ventures LLC, BuildForward Capital LLC, BFC Partners Fund Series, Vamana Real Estate Equities Fund Series, BuildFarms Core Debt Fund Series)

BuildFarms – Capital Raise for the Incubator

• BuildFarms is currently raising capital to develop the incubator operations and provide seed equity for certain urban farming sites principally through the EcologiCiti model. It is structured as a Founding Member round.

• Valmiki Capital is the lead and organizing investor in the round as well as the fund sponsor for the growth equity and debt funds that will fund the scaling of the EcologiCiti and other BuildFarms incubated companies.

Founding Member Preferred Stockprivate part of public/private partnership capital stack

• $2 million in total raise for the Founding Member round– Cumulative, callable, non-convertible preferred stock– Total of 20 shares with a par and redemption value of $100,000– 6% dividend, annual pay, payable-in-kind for first two years

• Other benefits– First access and option to invest in any fund (Equity, debt or real estate) to

be launched by Valmiki Capital in conjunction with the BuildFarms platform – All committed preferred stock capital can be converted into founder’s

round equity in BuildFarms startups on a pro-rata basis at member’s option and with no fund fees

– Priority co-investing for making additional investments in specific startups beyond the initially committed capital

– Access to pitching the fund for capital for Member’s own farming or food ventures

– Access to special founding member events like celebrity chef tastings, galas and other exclusive food related parties

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Overview of Valmiki’s impact investing initiatives• Valmiki Capital’s impact investing initiatives span the complete capital structure of assets and are

primarily concentrated in the environment and energy efficiency areas• We provide financing for impact projects and areas where the current mainstream financial

system does not operate fully or efficiently, leaving sizable pockets of underfunded projects

BuildForward Capital LLC

Vamana Real Estate Partners LP

Growth Capital Initiatives

• Other areas of growth include larger project financings in the biofuels chain in India, and deeply energy efficient modular construction with significant applications in affordable housing

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• Vamana Real Estate Partners LP is a real estate partnership that sponsors funds providing equity and mezzanine financing to new construction with deep energy efficiency characteristics

• The projects are currently financed through single purpose fund structures which will scale into larger pooled funds

• Venture/growth capital to startups in the energy efficiency, cleantech, sustainable agriculture and organic and natural foods verticals

• Primarily accomplished through Teslaugh Energy Ventures LLC and Cauvery Consumer Group LLC (investing vehicles using proprietary capital) as well as project specific SPVs bringing in co-investors

• One of Valmiki’s first impact financing initiatives, BFC was founded and funded by Valmiki and partners in 2012 as independent loan sourcing and credit advisory firm

• Provides construction loans under $10MM for retrofit projects that achieve deep energy efficiency (using Passive House techniques)

Valmiki Capital Management LP OverviewValmiki Capital Management LP

Alternative Asset Management Company(Investment Manager for Funds below)

BuildForward Capital LLCReal Estate Credit/Loan Network

For highly energy efficient buildings(Joint venture with an architect group)

Backed by Valmiki as founding investor

Vaishali Partners LPConsumer Early Stage Venture Fund

(Managed in conjunction w/ Skyler Brand Ventures)Managed by above manager

Vamana Real Estate Partners LPEnergy Efficient Real Estate Investing

Vamana Real Estate Equities X LPTotal Return real estate development

funds

BFC Partners X LPShort term credit funds

Development of deeply energy efficient buildings(In conjunction with multiple developers)

Managed by above manager

Teslaugh Energy Ventures LLCSustainability

(Focuses on seed and growth equity in companies that have big energy impact)

Cauvery Consumer Group LLCConsumer

(Focuses on seed and growth equity stakes in consumer brands)

Tamasha Tech Ventures LLCTechnology

(Focuses on seed and growth equity in companies in the technology sector)

Viewfinder LPTechnology Early Stage Venture

Fund (Managed in conjunction with topXight labs llc)

To be managed by above managercurrently in GP investing stage

Valmiki Partners Onshore LPValmiki Partners Offshore LP

Long/Short FundsManaged by above manager

Investment Vehicles for External Capital

Proprietary Capital Investing Vehicles

BuildForward Design LLCArchitecture and Sustainability

Highly energy efficient buildings

Skyler Brand Ventures LLCConsumer

Biosciences based skincare lab

topXight labs llcTechnology

Big Analytics, User Xperience

Affiliated Incubators and Operating Partners

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DisclaimerThe information contained herein reflects the view of BuildFarms LLC, BuildForward Capital LLC, Valmiki Capital Management LP and its affiliates (collectively “Valmiki”) as of the date of publication and serves as a limited supplement to a verbal presentation. These views are subject to change without notice at any time subsequent to the date of issue.

All information provided in this presentation is for informational purposes only and should not be deemed as investment advice or a recommendation to purchase or sell any specific security. While the information presented herein is believed to be reliable, no representation or warranty is made concerning the accuracy of any data presented. In addition, there can be no guarantee that any projection, forecast or opinion in this presentation will be realized.

All trade names, trade marks, service marks, and logos herein are the property of their respective owners who retain all proprietary rights over their use. This presentation is confidential and may not be reproduced without prior written permission from Valmiki Capital Management LP.

Valmiki Capital Management LP

590 Madison Avenue, 34th FloorNew York, NY 10022

Mark Harari – co-President(212) 812-9370

m.harari@phbcatalyst.com

Ravi Suria – Managing Partner(646) 597-6064

ravi.suria@valmikicapital.com

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phbCatalyst3 East 28th Street, 6th Floor

New York, NY 10016

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Appendix Urban Farming Overview

Urban farming then…

Source: ASLA.org and wikipedia.com

In the past interest in urban agriculture was a result of necessity

During the first World War president Woodrow Wilson called upon American citizens to utilize any available open space for food growth as Europe was unable to ship to the U.S. due to the war.

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…and urban farming today

Source: sustainableman.org

Mix of food security, income, nutrition as well as a social movement for sustainable communities. Focus on organic growers, foodies, and locavores.

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Agricultural multiplier effectStudy by New Economics Foundation found that each dollar spent locally generates twice as much income for the local economy.

Source: Good + One/Living Proof

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