LEGAL DISCLAIMER

This provides information only and does not constitute a solicitation or offering.  No representations or warranties, express or implied are given.  This is confidential and may not be copied, distributed, published, disclosed or reproduced, in whole or in part.  To the fullest extent permitted by law, eMaxx and its subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents (“eMaxx”) shall not be responsible or liable for any direct, indirect or consequential loss arising from or related to this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto.

INDUSTRY AND MARKET DATA

Industry and market data used in this presentation might have been obtained from third-party sources prepared for other purposes, and which eMaxx has not independently verified for accuracy, staleness, relevancy, adequacy or completeness.  Viewers should each make their own evaluations.

FORWARD LOOKING STATEMENTS

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.  These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share.  All of these and all other forward-looking statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of the Issuer and its management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control and these forward-looking statements are subject to a number of risks and uncertainties and actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks presently unknow or believed as immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

USE OF PROJECTIONS

This presentation contains projected financial information. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved.

FINANCIAL INFORMATION

The financial information and data contained in this presentation are unaudited and do not conform to any Regulation promulgated under the US Securities Act of 1933, as amended.  In addition to financial measures included in this presentation that are calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), this presentation also contains non-GAAP financial measures, such as EBITDA and EBITDA margins.   eMaxx believes these non-GAAP financial measures provide useful information to management and others regarding certain financial and business trends relating to its financial condition and results of operations.

SOLE RESPONSIBILITY FOR CONTENT

This presentation has been prepared by eMaxx and it is solely responsible for its contents.

THIS IS NOT AN OFFER OR A SOLICITATION

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy. any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws thereof.

Deutsche Bank Disclosures

IP disclaimer

Notice to prospective purchasers

This investor presentation (this “presentation”) has been prepared solely for the benefit of a limited number of institutional “accredited investors” and/or “qualified institutional buyers” (as such terms are defined under the securities act of 1933, as amended (the “securities act”), or the rules and regulations promulgated thereunder) interested in the purchase of the Series B Common Stock (the “securities”) described herein. The information contained herein (the “information”) has been supplied by eMaxx (the “company”), is highly confidential and is subject to changes, modifications, additions, clarifications and/or substitutions without notice. Deutsche bank securities inc. (“Deutsche bank securities”) has not, and its affiliates and its and their respective directors, officers, agents, employees and representatives have not, verified the information.

None of the company, deutsche bank securities, their affiliates or any of their respective directors, officers, agents, employees and representatives make any representation or warranty, express or implied, as to the adequacy, accuracy or completeness of the information or any other written or oral communication transmitted to any interested party in the course of its evaluation of the company and the securities. To the maximum extent permitted by law, none of the company, deutsche bank securities, their affiliates or any of their respective directors, officers, agents, employees and representatives, nor any other person accepts any liability (including, without limitation, any liability arising out of fault or negligence) for any expenses, losses, damages or costs arising from the use of information contained in this presentation.

This presentation may contain forward-looking statements and/or financial projections. Forward-looking statements and financial projections are inherently uncertain, and therefore undue reliance should not be placed on such forward-looking statements and financial projections contained in this presentation. Many of the factors affecting such forward-looking statements and future financial performance are impossible to predict with certainty and are outside the company’s ability to control. Estimates of future performance reflect various assumptions that may or may not prove accurate, as well as the exercise of a substantial degree of judgment as to the scope and presentation of such information. Actual results may differ materially from those set forth in the forward-looking statements and financial projections contained in this presentation. The company undertakes no obligation to update or otherwise revise this presentation or the information contained herein, including any forward-looking statement or financial projection to reflect developments after such statement or projection is made. Deutsche bank securities makes no representation or warranty as to the accuracy of any forward-looking statement or financial projections.

This presentation is for the recipient’s confidential use in connection with evaluating an investment in the securities and may not be used, reproduced or distributed, in whole or in part, for any other purpose. By accepting this presentation you agree to keep confidential, and secure, this presentation and all the information contained within it.

It is expected that investors interested in participating in this private placement will conduct their own independent investigation of the company and the terms of the securities, including the merits and risks involved. This presentation does not purport to contain all of the information that may be required to evaluate the transaction described herein and any recipient hereof needs to conduct its own independent analysis of the private placement and the information contained or referred to herein prior to purchasing any of the securities. Representatives of the company will be available to answer any questions concerning the company and will, upon request, make available such other information as might reasonably be requested.

The information is not, and does not constitute, an offer to sell or the solicitation, invitation or recommendation to purchase any securities of the company and neither this presentation nor anything contained herein shall form the basis of any contract or commitment. Any securities of the company to be offered and sold in a private placement have not been, and will not be, registered under the securities act or the securities laws of any state or other jurisdiction. Accordingly, any such securities may not be offered or sold, directly or indirectly, unless they have been registered under the securities act or are offered and sold pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Each recipient of this presentation will be deemed to acknowledge and agree as follows: (i) you are a qualified institutional buyer within the meaning of rule 144a under the securities act and/or an institutional “accredited investor” within the meaning of rule 501 of regulation d under the securities act; (ii) you are an informed, sophisticated investor and you have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks and merits of an investment in the securities and of bearing the economic risks of such investment; (iii) you must rely on your own investigation of the company in making an investment decision with respect to the securities, including but not limited to consulting your own counsel, accountants and other advisors; (iv) you will review the information and have the opportunity to request any additional information that you need from the company in making an investment decision; (v) deutsche bank securities is not responsible for, and shall not have liability with respect to, the information, has not independently verified the adequacy, accuracy or completeness of the information, and are under no obligation to update or supplement any information; (vi) neither the company nor deutsche bank securities, nor their respective affiliates, directors, officers, agents, employees and representatives, makes any representation or warranty whatsoever, whether express or implied, including without limitation any representation or warranty concerning the company, the adequacy, accuracy or completeness of the information, or the advisability of purchasing the securities; (vii) your decisions in respect of the private placement will not be in reliance upon any statement, whether written or oral, act or conduct of deutsche bank securities, and you are not relying and will not rely upon any investigation of the company, the securities, or the information that you deem deutsche bank securities to have performed; and (viii) deutsche bank securities is not acting as an underwriter or seller of the securities and has not been, nor will be, acting as an advisor, agent or fiduciary for you or any other person or entity on whose behalf you are acting.