Creating a Game-Changing “Premium Motorcycle” Brand,

Designed and Built in NY

$10m “Series A” Fund Raise

September 2016

2

No visuals (besides the cover and last image) of our designs, engineering or prototype are shared in this introductory document

We strictly control our communication before we publicly launch our Brand,

at the NY Motorcycle Show in Dec 2016

Our designs and prototype are however presented to interested parties in face-to-face meetings

Thank You for your understanding

Disclaimer

3

“Premium Motorcycles” segment: a gap in the market while the premium car segment is thriving

• Car Market Penetration: 11%

• Faster Growth

• More Profitable

• Better Resilience

Motorcycle market

Car market

The Premium Car Segment

• Design: more considered

• Innovation: ahead

• Customer experience: using “luxury codes”

• Pricing: +30%

Premium Characteristics

4

Premium segment: a $3bn+ growing opportunity only seized by incumbent manufacturers by “souping up” existing models

*Heavyweight motorcycles = on-road motorcycles above 601cc **Premium motorcycle market estimated using premium car penetration % by geographical regions, corrected by motorcycle penetration and acceptance Source : Harley Davidson 10K, BMW Group Annual Report, VW Annual Report, Ibis World Motorcycle Report, Press, FXE Analysis

US &

Canada

US &

Canada

Europe

(15)

Europe

(15)

Asia

Pacific

Asia

Pacific

Japan

Japan LatAm

LatAm Rest of the

World

0%

20%

40%

60%

80%

100%

Heavyweight*Motorcycles

(2014)

of whichPremium

Motorcycles**

875,000 Market CAGR

14-20(E)

+5%

+4%

+16%

+11%

+0%

~100,000

MV Agusta F4 RC $45,995

MV Agusta F4 $19,495

Ducati Diavel Titanium $27,995

Ducati Diavel Dark $18,295

Harley Breakout CVO $26,899

Harley Breakout $18,599

Upgraded components, cosmetics

+53%

Upgraded engine and power, cosmetics

+45%

Upgraded engine, power and components

+135%

5

We are creating an iconic Premium Motorcycle We have the talent, energy and experience required to make it happen

“Fighter” (2009)

“Wraith” (2006 – engineering) “Hellcat” (2011)

Edward Jacobs – Motorcycle designer since 2004 Designed, engineered and brought onto the road ground-breaking motorcycles

Co-founder (1996 – sold in 2008)

Consultant (1991 – 1996)

F-X Terny – Entrepreneur since 1996 Serial entrepreneur, expert in supply chain and cost optimization,

experienced board member and investor in mid-size companies

Co-Founder (since 2009)

Investor (since 2002)

“Thunderbird” Concept for Triumph (2013)

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Our motorcycle: integration of design and proven technologies Resulting in timeless lines, functional performance and patentable innovations

Design Considered, contemporary, bold, utilitarian

Manufacturing Modular Sub-Assemblies

Technology Innovation driven by necessity

Sourcing Proven technologies, pragmatic choices

• Convincing best-in-class motorcycle component vendors to grant us large volume OEM prices

• Sourcing from non-motorcycle vendors to use proven technologies from other industries (e.g. aerospace)

• Applying high-volume production processes to small to medium size volume production to be cost-competitive

• Highly modular design, based on large sub-assemblies*, allowing to reduce assembly time and non-quality costs

• Modular design and assembly breaks away from traditional small batch assembly, and does not require “motorcycle specialized” workers

• Common powertrain platform for 3 motorcycles covering all riding positions in the market

• Frameless design with a structural engine*

• Unitized crankcase*, integrated exhaust* system with advanced heat shielding, swing arm with shaft-drive and encapsulated rear suspension*

• Digital dashboard and LED front lights

* Patentable innovation

Our design universe

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Our offer: accessible luxury An iconic brand “Designed and Assembled in NY” at a $30,000 retail price

0

10

20

30

40

50

Motorcycle retail price ranges ($ ‘000)

Price Positioning

• Starting at $30,000, a premium price yet within the existing market

• A strong alternative to current premium motorcycles from established manufacturers, offering great value for money

Branding

• Honest, Utilitarian, Authentic, Industrial, Contemporary, Innovative and Pure: our branding focuses on the core values of the motorcycle and its design

• Emphasize the fact that our Motorcycles are “Designed and Assembled in New York”

Marketing

• Combine traditional marketing strategies based on honest communication (product centered, fact-based, transparent) with experiential and “guerrilla marketing”

Traditional marketing focusing on website, public relations and endorsements

Experiential and “Guerrilla marketing” focusing on low-cost unconventional ideas, integrating our motorcycle in the urban and social environment, and making direct contact with potential customers to let them experience our product

Our pricing

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Access to market: creating a win-win with the best US dealers An image-builder motorcycle giving access to US-brand riders and Premium clientele

4,500

3,850

3,000 2,850

2,600

Upfront Dealer Commission per Motorcycle (US$)

30 to 50 Dealers in the US

Attractive “Add-on Brand”

Exclusive

Multi Brand

Other Brands

Non Adapted

0%

20%

40%

60%

80%

100%

Heavyweight*Motorcycles USSales (2014)

US PowersportsDealerships

(2014)

314,000 ~7,000

• $4,500+ commission

• Limited floor space (200 to 500 sqft) and set up costs

• 40+% margin on additional products (helmets, gear,…)

• Objective of 30+ unit annual sales per dealer

*Heavyweight motorcycles = on-road motorcycles above 601cc

Our proposition

• Covering 70% of the premium motorcycle market in the top 30 North American metropolis

9

Key milestones 2015 for prototyping, 2016 for pre-orders and dealers, 2017 for production

2017 2016 2015 2014 2013

Presentation of Concepts in NY, LA, Paris, London,

Chicago, Tokyo, HK

Final design and engineering. Signing of

OEM contracts

First round of financing (∑ = $1.6m)

Second round of financing (∑ = $10m)

Filing of Patents

Validation of Prototypes begins + Pre-orders and pre-dealers begin

First Deliveries

Founding of FXE Industries

I am the General Manager and Owner of Ducati Triumph New York. Our dealership has had a relationship with FXE since the Company’s founding. We have seen the motorcycle designs and are confident that the new brand has great potential for success in the market. Mototainment looks forward to becoming one of the first dealers to carry the brand. Not only is the brand positioning itself in the growing market for premium motorcycles, but FXE offers an attractive unique design and a “Made in New York” message. We have a strong inclination that FXE’s offering will resonate well with our customers.

Steve Radt, Owner, Ducati Triumph Dealership (New York)

My name is Jared Zaugg, and I co-founded the Legend of the Motorcycle International Concours d’Elegance. I have followed from the very beginning the creation of the concept, philosophy, design, engineering of the FXE Industries motorcycles. What they are producing is truly innovative and I believe the company has the potential to develop a strong foothold in the premium market place. FXE Industries has my full support as they launch the Company, and I believe they will be hugely successful as they are filling a gap in the market where there is a strong demand from discerning riders.

Jared Zaugg, Legend of the Motorcycle

Brand launch

Feedbacks from industry professionals :

10

$10m Series A Investment Structure and Use of Funds

1.6

4.6

1.2

1.3

1.8*

0.6

0.7 10.2 11.8

0

2

4

6

8

10

12

Seed K Capex

16/17

Capex 18 Marketing

16/17

Ops

Losses*

WC

16/17

Fund Raise

Fees

Funding

Needs

Total

Funding

Use of Funds ($m)

• Series A: $10m

• Timing: S2 2016

• Structure: Preferred Equity

• Valuation: [33.3]% of capital

• Purpose: Production and Market Entry

Offering Terms

* Total of $2.3m, of which $0.5m are financed by seed capital and capitalized retainers

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Proto

200

500

1,000

1,500

2,200

3,000

0

500

1000

1500

2000

2500

3000

2016 2017 2018 2019 2020 2021 2022

Annual Production (units)

$100m revenue - 3,000 motorcycles by year 6 Capturing a conservative 3% of the premium market

Proto 6

17

34

52

77

106

0

20

40

60

80

100

120

2016 2017 2018 2019 2020 2021 2022

Forecast Revenue ($m)

12

EBITDA breakeven with 400 motorcycles EBITDA and Cash positive in 2018/9

-1.6

-4.7** -4.1

-0.9

0.8

5.7

10.8

17.0

-5

0

5

10

15

20

25

2019 2020 2021 2022-1.1

-1.6 -2.1

0.7

4.3

8.2

13.7

20.6

-5

0

5

10

15

20

25

2018 2019 2020 2021 2022

EBITDA ($m) Cash-Flow * ($m)

Pre-Rev 2016 2017 Pre-Rev 2016 2017

* Unlevered, pre-tax cash flows. No tax anticipated before 2020 given first years operational losses ** Out of which $0.5m are financed by seed capital and capitalized retainers

2018

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We look forward to showing you our prototype and detailed strategy

Francois-Xavier Terny FXE Industries Claude-Olivier Coutant

CEO & co-Founder Brooklyn Navy Yard, Building 152 Investor & Adviser to the CEO

Cell: +1 212 518 6106 63 Flushing Ave, unit #199 Cell: +44 7711 205626

fxterny@fxe-industries.com Brooklyn, NY 11205 cocoutant@fxe-industries.com

Main: +1 718 246 5300

www.fxe-industries.com