Spot Mobile Company-Sponsored Store Program - Media Kit September 2013

COMPANY-SPONSORED STORE PROGRAMAUGUST 2013

CONFIDENTIAL – PROPRIETARY INFORMATION OF SPOT MOBILE, INC. NOT FOR DISTRIBUTION 2

Disclaimer This presentation and the information contained within is confidential, proprietary and for authorized use only. It is being presented to prospective investors solely for such investors’ confidential

use, with the express understanding that, without the prior permission in writing from Spot Mobile Corporation “Spot Mobile Corp.,” the investor will not copy this document or any portion of it or use any information contained herein for any purpose other than evaluating a potential investment in securities of Spot Mobile Corp. Under no circumstances are its contents to be reproduced or distributed to the public, media or potential investors without written authorization. The information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or completeness.

This presentation contains “forward-looking information” within the meaning of Canadian and U.S. securities legislation. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this presentation or as of the date of the effective date of information described in this presentation, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, without limitation, statements with respect to: (i) number of new users; (ii) revenue per user; (iii) breadth of service per user; (iv) cost to acquire new user; (v) income statement items; and (vi) use of funds. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

All forward-looking statements are based on Spot Mobile Corp. current beliefs as well as various assumptions made by, and information currently available to it. These assumptions include, without limitation: (i) adoption rates; (ii) the availability and continuity of financing; (iii) maintenance of market position; (iv) rates of distributor expansion; (v) user acquisition costs; (vi) revenues; and (vii) reasonable contingency requirements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur, but specifically include, without limitation, risks relating to general economic conditions, competition from other market participants, the ability to maintain cost structure, the ability to expand products and services, changes in regulatory environment and the risk of fluctuation and variation in actual operating results, which variation may be material. The foregoing list of factors that may affect future results is not exhaustive.

When relying on our forward-looking statements, readers of this presentation should carefully consider the foregoing factors and other uncertainties and potential events. Spot Mobile Corp. does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Spot Mobile Corp. or on behalf of Spot Mobile Corp., except as may be required by law.


Great Investment Opportunity!• Own a business in a growth industry representing and selling the rapidly growing national brand, SPOT MOBILE!

• Spot Mobile has a fantastic opportunity for great Store Operators to earn exciting profits!

• As little as $20,000 per store investment!

• Sites and territories being assigned now!

4

Spot Mobile’s Store Program is here!

Typical multi-carrier store

• Spot Mobile is building hundred’s of Company-Sponsored Exclusive Stores around the country! • Don’t miss out on this great investment opportunity!• Operate a Spot Mobile Exclusive business instead of someone else opening one next to your business!

CONFIDENTIAL – PROPRIETARY INFORMATION OF SPOT MOBILE, INC. NOT FOR DISTRIBUTION

Coming to your market!


Exclusive Branding Adds ValueExclusive Branded Store

• Adds credibility to brand and sense of “permanence”. Attractive, “national look & feel”

• 100+ activations per month per store

• Better customer life-time value. Higher level of loyalty from Operator – “all-in”.

• Carrier and/or MVNO tend to favor Exclusive Branded stores because of the investment made and better performance by the Operator

Multi-Carrier Store• Cluttered, confusing shopping experience for the consumer. Many different offerings. “ Mom and Pop look”. • < 10 Spot Mobile activations/month/store out of ~75 avg.

• Higher churn. Little loyalty to Carrier or MVNO. Highest SPIFF wins loyalty for the month. Customers easily “flipped” between brands. • Carriers and MVNOs consider multi-carrier stores as a lower priority and multi-carrier store could be “choked-off” by branded exclusives.

Exclusive branded stores are more valuable than a multi-carrier store because they activate more customers and keep customers longer.


Spot Mobile appreciates the Entrepreneur

• Spot will combine the entrepreneurial spirit with the power of the Spot brand. • Spot will carefully select experienced, qualified Operators to run the stores --- requiring the Operator’s buy-in,

commitment, and conformance.

• Entrepreneurial spirit combined with the power of the national brand driving business• Operator is financially vested into the business, usually a “hands-on” owner / operator• Store employees (if not family members) – are usually more carefully screened for skills• Operator is usually a member of the local community - gaining customer trust faster (word of mouth)• Operator can make marketing and operations decisions quickly – getting to market fast


No-Contract vs. Contract

The no-contract, prepaid business continues to grow at a fast pace in the US. Room for much more growth to catch up with Western Europe.


How stores perform today• Carrier-owned & operated retail stores today nationally average about 175+ new activations / month• Carrier-branded exclusive agent-operated stores nationally acquire about 125+ activations / month• Multi-carrier “mom & pops” nationally acquire about 75+ / month (but change brand-allegiance often)

• To be conservative, we modeled a Spot company-sponsored store performing at 100 activations each full month.

• We know many stores are capable of acquiring more new subscribers per month but we used conservative estimates in our financial modeling.


Successful Stores = Successful Program

To create a successful Store Program Spot Mobile considered each store’s success factors:• Start-up costs per store• Monthly operational costs per store• Store Performance & Revenue needed in order to cover operational costs• Profit expectations of an experienced operator• Activation Bonus and Residual paid to Operator in order to cover Profit expectations

• Spot Mobile is committed to the success of each store and, therefore, the overall Program.• Spot Mobile understands there are basic recurring costs each month to operate stores and basic

costs to start up a branded exclusive store.


Store Start-up Costs

• A new qualified Operator should have about $52,000 per new store in verifiable start-up capital . Existing Operators who will convert need much less

• Spot Mobile will pay $10,000 in Development Funds directly to the vendor(s) towards fixtures and/or signage.

• Financial arrangements available for New Builds• Operator holds the Lease, not Spot Mobile

Item New Build ConversionSite Survey by Professional 350$ 350$

Fixtures, Graphics, Displays & Installation 17,000$ 17,000$ Demolition / cleanout -$ 500$

Phone / Internet 200$ -$ Alarm 500$ -$ HVAC -$ -$

Construction, carpentry (drywall, etc.) 500$ 400$ Paint and Painting 750$ 650$ Ceiling grid / tiles 400$ 200$

Light fixtures in ceiling 400$ 200$ Track lighting fixtures 300$ 300$

Electrician 700$ 500$ Flooring material 2,000$ 1,500$

Flooring installation 750$ 600$ Exterior Signage - fabricate & install 2,500$ 2,500$

Exterior Signage permit 1,000$ 1,000$ POS Equipment, printer, etc. 2,000$ -$

Other telecom equipment 150$ -$ Misc. 500$ 300$

Subtotal Build Costs 30,000$ 26,000$ Spot Mobile Development Funds (10,000)$ (10,000)$ Total Build Costs 20,000$ 16,000$

Estimated Initial Capital Costs for a 750 sq.ft. StoreEstimated Build Costs Item New Build Conversion

Security Deposit & other Lease costs 4,000$ -$ Launch Marketing and Advertising 1,000$ 1,000$

2 Months of Payroll 14,000$ 14,000$ Initial 30-Day Inventory (Phones, SIMs, Accessories) 13,000$ 11,000$

Total Other Start Up Costs 32,000$ 26,000$

Other Start Up Costs

Item New Build ConversionTotal Initial Capital Needed

by Qualified Operator52,000$ 42,000$

Total Start Up Costs


Operators must cover their “fixed” monthly expenses

Expense Item Estimated Monthly Expense (across all markets)

Expense – Payroll, Insurance $ 7,000

Expense – Rent, CAM, Taxes $ 3,000

Expense – Utilities and Insurance $ 2,000

Expense – Advertising and Other Operational Expenses $ 1,000

Expense - Total $ 13,000

• Operators must cover their “fixed” monthly costs of about $13,000 to at least break-even each month. • But we know Operators expect to profit, not just break even.


Attracting experienced Operators with a good profit model

Operator’s Definition of a Successful Program Just covering $13k in monthly expenses

Net Profit of $3,000 or more

Net Profit of $5,000 or more

Exciting - worth investing in many stores quickly month #3 month #6 month #10Acceptable – other opportunities reward more quickly but Operator will do a few stores to see what happens month #6 month #7 month #14

Not exciting - other opportunities reward more quickly, not worth investing in. Will probably seek other retail formats to invest in month #9 month #12 month #18

• An Operator will consider a Branded Store Program exciting if the Program offers the opportunity to earn enough revenue per store to cover each store’s monthly operating expenses at around month #3 of operation; and, if the store can earn at least $5,000 net profit at around month #10.

• These “success factors” are a reality and are related to the Operator’s emotions, including their risk tolerance & patience to reach a full ROI.

• Therefore, if Spot knows the Operator has the right amount of capital to qualify for the Program, then the Operator needs to know Spot’s Store Program is worth investing in!

Data Sources: P+L Modeling of all Revenue and Expenses ( see examples in Appendix), and upon input from Operators over many years of building several branded store programs .

Spot has created an exciting Program that meets the investment expectations of great Operators.


Summary Now that we understand

• the industry landscape, (There’s lot of opportunity for Spot to become a significant piece of T-Mobile’s business with a Company-Sponsored store Program)

• the investment expectations of the store Operator, (Great Operators have to be attracted to a model that enables an exciting future of good net profit within the first year of a store)

• the conservative performance level of a typical branded store,(100 new subscribers each new full month of operation)

• and the monthly operational costs of a store,(There are fixed costs to operating retail stores properly of about $13,000)

…we now must consider how much revenue is needed per store to reach the owner’s profitability expectations. And we now know the revenue needs to be a lot more than $13,000 per month!


Driving business to ~125 / store / month

Activations By Day in a 30-Day MonthDay of Week

MorningActivations

AfternoonActivations

Evening Activations

Total Day’s Activations X # of Days

in month = Total Activations

Sun 0 5 0 5 X 4 = 20

Mon 1 1 1 3 X 4 = 12

Tue 1 1 1 3 X 4 = 12

Wed 1 1 1 3 X 4 = 12

Thu 1 1 2 4 X 4 = 16

Fri 1 2 3 6 X 4 = 24

Sat 1 3 3 7 X 4 = 28

Total Activations for the Month = 124

Ways to Obtain Activations:• Normal walk-in traffic• Special events (table at

college, Live Remote Radio, etc.)

• Referrals• Print Ads• Direct Mail• Door-hangers• Flier distribution• Social Media


Compensation

Example: • Operator activates a customer on the $24.99 plan • Master / Operator is paid $24.99 commission• Master / Operator maintains an 82% refill rate.• The customer refills and remains a customer the next month.• The next month the Master / Operator is paid an additional $12.50 for that customer

TOTAL: $37.49 overall Activation Bonus is paid for a customer on the $24.99 plan for 2 months (if Master/Operator reaches top-bucket refill rate).

• This method of compensation can enable the average Operator to meet P+L goals in a reasonable timeframe. • This compensation plan will also allow earnings more than standard Spot Mobile multi-carrier compensation,

differentiating and rewarding exclusive Operators for their allegiance.

Spot Mobile, Corp. does not guarantee success or profitability of

any Store Operator or Master Distributor.


Additional Revenue Opportunities

• Sell unlocked GSM phones

• Sell Top-Ups, PINs

• Sell accessories

•


Profitability Assumptions Given the Operator’s

• expectation of timing of Profitability and Risk Tolerance, • normal monthly operating expenses for a store, • revenue that is needed to meet the profit goals,• and normal rate of acquiring new activations, we see….

a Spot Mobile Company-Sponsored Branded Store Operator should • produce about 125 new activations per store • sell a lot of handsets & accessories to increase margins and chances for greater success.


Launching the Program• Contract between Spot Mobile and the Operators:

• Attract the right type of Master Agents and Retail Store Operators (experienced, funded brand operators)• Minimum Operating Standards to ensure quality of brand and to protect the Store Operators who already invested

• Consistent and attractive “look & feel” of stores:• Affordable store fixture package that makes the stores bright, modern, fun and approachable for targeted no-contract customers• Recognizable nationwide branding consistent with Spot Mobile “look & feel”

• Efficient Roll-out and Construction Process:• Easy-to-work-with vendors and repeatable processes to create good experience for the Operator• “Store in a truck” and one day Installation of fixtures for faster Store Openings

• Maximize Profitability & Provide Effective Store Support• Site Selection process that targets desired demographics & trade areas and that protects existing stores from cannibalization.• On-boarding & On-Going Training of Store Personnel to ensure good shopping experience and knowledgeable reps.• Driving “door-swings” through company-sponsored advertising and a Co-Op marketing program


In-Store Product and Services

• All of Spot Mobile Products

• Unlocked GSM and similar phones

• Wireless and Data Accessories

• Activation via Spot Mobile Portal• Ability to Re – Up / Refill customers• Customer on-boarding and training• General Customer Service & Technical Support (in-store or over the phone to Customer Care)

Products In-Store Services

• Dedicated and well-trained store personnel present everything Spot has to offer

Approval & Money Process Flow Store Build and Conversion Flow:

• Spot Mobile approves a proposed location to be built or converted notifies the Vendors

• Vendors submit to Spot Mobile and Operator their Proposal for cost of the Approved Store

• Operator and Spot Mobile agree or Proposed Costs

• Spot Mobile pays Fixture Vendor and / or Sign vendor up to total of $10,000 in Development Funds

• Vendor subtracts $10,000 from total and invoices the Operator / Master for the balance.

• Operator pays their invoice balances to vendors.

• Store is built (or converted) and opens for business.

Compensation:

• Store Operator Activates a customer

• Spot Pays Master Distributor or Store Operator the applicable earned commission each month

• Master Distributor pays Store Operator their earned commission each month.



Operator Selection is vital to success

• Minimum Standards to Qualify to protect the Program and Operators in the Program• New Operator must validate they have ~$50k in start-up capital available per store• Verifiable 3 years of successful Prepay industry and Branded Exclusive Store Operation experience or similar• Successful general background check, including internet search• Successful submission of Business Plan and in-person interview with Channel VP• Positive endorsement from relevant Spot Mobile team members, if applicable• A “hands-on” type retailer actively involved in the day-to-day business

• Ensure success of the Operator and the Location• Avoid damage to brand by poor operators and Spot Mobile exterior signs going up and coming down


Store Operator Approval Process• VP of Operations – Company Sponsored Stores is notified of an Applicant

• Notification may come from Spot Mobile Field employees and/or Executives, from the Spot Mobile Website or Recruiting Events

• VP of Operations reaches out to the interested Applicant and performs a telephone screening:• Purpose of Screening is to ensure Applicant meets minimum requirements of experience and has required funding• Formal in-person interview is scheduled• Business Plan and other Interview Requirements reviewed• Background / Internet search performed by VP• NDA is sent and executed prior to the Interview occurring

• In-Person Interview occurs between VP of Operations – Company Sponsored Stores & Applicant• Applicant must meet Minimum Requirements to Qualify and reach a Passing Score on Interview Score Sheet• Confirmation NDA is executed prior to exchange of confidential information

• Qualified Applicants who pass all quality checks and the Interview Process are approved into the Program• A letter of Congratulations is sent from the VP of Operations (Stores) to the Retailer• The “Qualified Applicant” is now referred to as a “Retailer” in Spot’s Company Sponsored Store Program

• The Retailer is issued a Contract

Contract• Spot Mobile will use one experienced attorney

• Consistency using one attorney (Specific wireless retail contract experience brings value to the process - Peter Cousins is very experienced in this field)

• Standardized contracts, one for each type of relationship: • Spot Master Distributor who uses Contractors (Store Operators)• Spot Master Distributor who operates with own employees• Spot Direct Dealer who operates with own employees• Spot Master or Direct Operator where Spot holds the lease and the Operator is staffing and running the store (“Staffing Model” that we may only do

once near the corporate office in Miami

• Minimum Operating Standards included:• Standardization that includes fixtures, graphics, product, store layout, exterior signage specs, dress code, facility maintenance and shopping experience• On-boarding and Training requirements

• Locations Approved By Spot Mobile and highlighted in the contract:• SM Approved locations listed in Agreement (amended as more locations added) - Location Approval withdrawn if Operator not performing to standards• General proximity language that protects against encroachment

• Spot will offer (not require) Contract Template for use between Masters and Sub-Operators (Contractors)

• No locations put into funnel to be built until Contract is fully executed

23CONFIDENTIAL – PROPRIETARY INFORMATION OF SPOT MOBILE, INC. NOT FOR DISTRIBUTION


Store Types• Street-level storefronts in busy trade areas with lots of walk-by and drive-by traffic

• Urban downtown • Strip-enters in urban and suburban areas with favorable demographics • Affordable stand-alones and pad sites

• Kiosks in Malls• 10’ x 10’ and 12’ x 12’ in high traffic areas of mall

• Store-in-Store• Kiosk where allowed• Trade Show and Table set up where necessary

• Flea-Markets and Bazaars• Selected fixtures from store design to fit in smaller “U” shaped areas

• Multiple opportunities for sponsored stores• Operator holds the Lease in each situation


Ideal Criteria for a Street-Level Storefront

750 square feet of selling space (minimum of 400 sq. ft. in urban areas)

20’ of storefront with large retail windows and glass door(s)

Good visibility from the road

Roll-down gate in high-crime areas

Large area above doorway for large signage (channel letters, box sign, large awning preferred)

Pylon by road for additional signage

Reasonable permitting requirements

Ample and easy parking in front of store

Finished interior with working utilities and no additional engineering needed

Easy ingress and egress from parking lot if applicable

Minimum 30,000 Pops within 3 miles and 20% or greater ethnicity


Site Selection is vital to success• Spot Mobile approved locations only will be built or converted – VP of Operations to visit each proposed location and approve or deny

• Spot Mobile will consider proximity to T-Mobile branded stores and other Spot Mobile stores

• Minimum site criteria and passing grade on a Site Scorecard for each proposed location to ensure greater success

• Minimum lease of 5 year preferred to protect Spot Mobile’s investment of locking up a trade area and investing MDF for build-out

• Leases will be in the Operator’s name, not Spot Mobile


Leases & Insurance• Lease in Operator’s name, not Spot Mobile

• 5-year minimum Lease term

• Copies of each lease required to be submitted to Spot prior to a location being built or converted• VP of Ops – Stores will review each Lease for minimum standards and will maintain appropriate files and copies• Leases must contain required indemnifications and insurance to protect Spot Mobile

• Spot Mobile must receive copy of Insurance Certificate within 30 days of Lease execution• VP of Ops – Stores will receive, verify authenticity and will maintain files• VP of Ops – Stores will set up a Calendar Reminder File in order to keep track of Insurance Certificate Renewal dates and will require

Retailers to submit Renewal Copy of Certificate upon expiration of each Certificate


Store Interior

Front - looking toward the back of store From the back of store looking toward the front windows


Store Interior


CatalogCatalog Contents:• Fixture renderings• Fixture dimensions• Costs• Lighting• Flooring• Wall paint colors• Ordering process• Installation• Signage – Interior• Signage – Exterior• Merchandising elements


Exterior Signage Logo will be adapted for:

• logo specifications and ratios for consistency• Permitting requirements for conformance to municipality laws• Landlord approval• Signage opportunity on façade and pylons where possible

A Logo Specification Package will be created for Sign Vendors to include the following types of signage:• Box signs• Channel letters• Awnings• Vertical blades• Pylons and monuments


Consistency and Conformance to Brand• Spot Mobile’s in-store brand experience will be consistent across the country in every store.

• The approved fixture package seen in this Plan will be required in each new or converted location.

• Layout and quantity of fixtures will vary by store size and shape.

• We cannot not allow the brand to be diluted or the shopping experience to be compromised by those who wish to save a few dollars by using their own fixtures or their own design.


Merchandising• 2 (two) - 48” x 48” hanging posters in frames with LED lighting hanging in front windows

• Spot Mobile provided posters to be inserted whenever new promotions occur

• 2 (two) – 3’ x 5’ vertical Lifestyle photos of person using Spot Mobile service in black frames• Affixed to walls, more permanent. Maybe switched out 2x per year for cold weather and warm weather

• Plexiglas holders attached to phone holders for displaying Fact Tags• Paper Fact Tag able to be inserted under 4” x 4” Plexiglas• Plexiglas “arm” extends several inches to phone holder stem. “Arm” attaches to Phone holder

• Pegs for Slat Walls

• Black poster holders that attach to slat walls • Each 8” slat wall section to hold as many as 3 (three) 24” x 24” frames


Technology Package (optional)• 50” flat screen TV for back wall with Media Player for loop of Spot Mobile TV ads

• Estimated cost of $2,200 (flat screen, media player, cables, bracket)


Vendor Management• Palmer Fixtures to develop, fabricate and possibly install store Fixtures & Furniture

• Consistency and control of store design and customer experience• Maximize savings through economy of scale

• Regionalized exterior sign vendors• Maximize savings through regionalized fabrication and installation• Maximize control and consistency of brand representation

• Direct billing between vendors and Masters / Operators• Spot Mobile to pay vendor(s) the MDF directly• Vendors bill Master / Operator directly for balance after MDF deducted

• Spot’s VP of Operations – Stores will manage vendors• Weekly progress to forecast, installation progress, efficiency and quality assurance and cost reporting summarized for executive

team


Advertising to gain more “door swings”

• Local TV and radio spots where possible, affordable

• Branded stores listed on Spot Mobile website (Store Locator functionality)

• Regionalized print advertising when possible with stores listed on bottom of ad

• Co-Op advertising dollars Program created

• Flier Templates

• Door hanger templates

•


Marketing, Event and Store Tools• Polo Shirts for employees

• Logo name badges for employees with logo lanyards

• T-shirts and Hats for special events and giveaways

• Table-cloths for special events and sidewalk table

• Sail Flags, Posters and banners

• Pens and other SWAG

• Outreach Marketing ideas for stores to use (One-Pager of grass-roots and guerilla marketing)

• Branded Fact-Tag templates for pricing and descriptions of phones / devices


Excellence and Conformance • Operating Standards in contract

• Each store – periodic Inspection by Spot Mobile – passing score of 80% or better required

• Operations Manual published to provide “blue-print” for running a successful store

Spot Mobile Company-Sponsored Store Program - Media Kit September 2013

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