GCA Savvian Group / Morrison & Foerster CleanTech Investment Seminar CleanTech Forefront ～ Corporate Strategies for Survival

CleanTech markets such as generation, smart grid, energy storage, waste water treatment and emission credits are rapidly expanding on a global basis to reflect our growing concerns over environmental issues. GCA Savvian Group and Morrison & Foerster are pleased to host this joint seminar with a focus on hottest cleantech themes, with the attendance of speakers from seasoned American and European Cleantech companies、investment bankers and corporate attorneys; we will also present our insights about effective M&A and investment strategies that Japanese companies may consider and important legal points of which they should be aware when expanding into the CleanTech markets. We hope that this seminar will be of help to your corporate strategy building. Aki Watanabe, Representative Director, GCA Savvian Group Ken Siegel, Managing Partner, Morrison & Foerster

Date & Time： Tuesday, April 20th 2010, 13：00～ Place： Tokyo Kaikan, 12th Floor, Royal Room Marunouchi 3-2-1, Chiyoda-ku, Tokyo 100-0005 TEL： 03-3215-2111 http://www.kaikan.co.jp/company/access.html Language： Japanese / English (simultaneous interpretation available) Registration Fee： Free Registration： Please register via URL below (Deadline: Tuesday, April 6, 2010) https://www.mofo.jp/topics/event/entry2/entry.html Contact: Morrison & Foerster, Tokyo Marketing TEL： 03-3214-6923 FAX： 03-3214-6512 E-mail： [email protected]

Program

12:30 Registration Open

13:00 – 17:30 Seminar (see next page for details) 13:00 – 13:10 Opening Statement 13:10 – 13:40 Overview of Cleantech investment and innovation 13:40 – 14:20 Downstream Renewable Power 14:20 – 15:00 Smart Grid 15:00 – 15:10 - Coffee Break - 15:10 – 15:50 Energy Storage 15:50 – 16:30 Water 16:30 – 17:45 Legal and Business Issues Impacting Cleantech Investment and Innovation

17:45 - 19:00 Cocktail Reception GCA Savvian Group / Morrison & Foerster CleanTech Investment Seminar CleanTech Forefront ～ Corporate Strategies for Survival Program Details (subject to change)

Agenda Item Time Topics Speakers

Opening

13:00- Opening Statement GCA Savvian 13:10 [10min] Morrison & Foerster

Introduction

13:10- Overview of cleantech investment and innovation GCA Savvian 13:40 [30min] Morrison & Foerster

Analysis of Four Cleantech Sub-Industries

Downstream 13:40- This moderated panel discussion will focus on CSP as a case study BrightSource Renewable 14:20 for downstream renewable energy development. Speakers will Energy Power [40min] address key issues facing developers, including site availability, Daniel T. Judge Development access to water, interconnection and financing. Corporate Counsel

Sopogy Daren Kimura President, Chief Executive Officer

Smart Grid 14:20- This discussion will focus on building/home automation network Control4 15:00 technologies and related markets, including hardware, Will West [40min] communications infrastructure, software and energy management CEO services.

Intermission 15:00- (Coffee Break) 15:10 [10min]

Energy 15:10- The discussion will consider various storage options, including off- TBC Storage 15:50 peak energy capture through electric vehicles, distribution, and [40min] energy management.

Water 15:50- Water is an increasingly scare and valuable resource globally. Prime Water 16:30 Although the price of water has been quite low historically, the Development [40min] cost of water purification and water can be very high. Gijsbert Nollen This discussion will offer perspective on the global water market CEO, Nollen Group / from procurement to treatment, including the potential for Prime Water technology cost abatement, the role of water infrastructure and Development the interplay between water treatment costs and energy costs.

Legal and Business Issues Impacting Cleantech Investment

16:30- The clean technology market does not depend exclusively on Wellford Energy 17:45 government stimulus and pro-industry regulation to flourish. Cathy Calhoun [75min] Resource constraints and ecosystem changes will serve as sufficient drivers over time. However, the complex web of Carbonetworks intellectual property, energy and environmental laws can and will Michael Meehan either incentivize the expansion, distribution and deployment of President & CEO clean technologies or serve as a barrier to investment and the innovation. Currently, the legal landscape in the U.S. is supportive but schizophrenic. GCA Savvian Significant uncertainty on climate change policy in the U.S. and internationally precludes clear market signals for the cleantech Morrison & Foerster sector, making valuations and financing unnecessarily difficult. At the same time, the U.S. has strong intellectual property protections and special expedited patent processing for clean technology filings which have fostered a strong culture of innovation. Additionally many states have adopted rigorous energy policies, including renewable portfolio standards, that incentivize deployment of the best renewable energy technologies. Significant government stimulus spending and the development of smart grid interoperability standards have also fueled cleantech growth. This panel will discuss these disparate programs and approaches and their impact on CleanTech investment and innovation.

Cocktail Reception

17:45- Networking session 19:00 GCA Savvian Group / Morrison & Foerster CleanTech Investment Seminar CleanTech Forefront ～ Corporate Strategies for Survival

Guest Speaker Profiles

BrightSource Energy

Daniel T. Judge Mr. Dan Judge is General Counsel and Corporate Secretary for BrightSource Energy. Dan General Counsel and joined BrightSource after serving as Senior Counsel at Calpine Corporation, where he Corporate Secretary was responsible for the legal aspects of project development and financing efforts in the western region. Prior to Calpine, Dan was Vice President and Senior Counsel at Bechtel Enterprises, the infrastructure project development and investment arm of the Bechtel group of companies. There, he supported the development of airports, bridges, and water systems, in addition to power projects. Dan began his legal career with the law firm of Orrick, Herrington & Sutcliffe, where he specialized in corporate securities, project finance, and commercial finance law. Dan has a J.D. from Boalt Hall, University of at Berkeley, and an A.B. in American Studies from .

Sopogy

Darren Kimura Mr. Kimura is Sopogy's founder and has led a long and distinguished career in the energy field. President, Chief In 1994 he founded Energy Industries a 150 person, international Energy Services Company Executive Officer (ESCO) focusing on energy efficiency and renewable energy consulting, installations and operations. In 2000 he established Energy Laboratories a clean technology incubator. He is experienced in acquisitions having led the purchase of the Quantum Energy companies and private placements having sold Energy Smart News, Pacific Energy Services and eControls.

He is an award winning entrepreneur having been recognized as Emerging Entrepreneur of the Year 2000, Top 40 under Forty 2000, SBA West Cost Regional Young Entrepreneur of the Year 2002 (California, and Arizona), Green Entrepreneur of the Year 2007 and recipient of the Honua (Earth) Award in 2009.

He is a Certified Energy Manager, Certified Demand Side Manager, Certified Distributed Energy Professional and Certified Sustainable Development Professional. He holds a B.A. from the University of Hawaii.

Control4

Will West Mr. Will West is Chief Executive Officer of Control4. Since co-founding the company in March of CEO 2003, he has led the company's efforts to create a revolutionary line of affordable automation solutions. Will has raised more than $300 million in private capital to start his last three companies. In 1998, he co-founded STSN (now iBAHN), the worldwide leader in broadband services for business travelers serving millions of customer in thousands of hotels. Prior to founding STSN, Will was CEO, and co-founder of PHAST Corporation. Under his leadership, PHAST became the leading manufacturer of high-end home automation equipment. Will's other professional experience includes Proctor & Gamble, the FSLIC, and Wasatch Advisors. He holds a degree in Finance from the University of Utah, and an MBA from the Wharton School at the University of Pennsylvania. He also holds the CFA designation.

Prime Water Development

Gijsbert Nollen Mr. Gijsbert Nollen is the Chief Executive Officer of Nollen Group. Gijsbert has been based in CEO, Nollen Group / Asia for over ten years, where he has provided project management services to develop, Prime Water finance, manage and implement sustainable development projects. In recent years, he has Development focused on developing projects that effectively address on the resource-environmental nexus. He specializes in comprehensive resource problem solving, designing and setting up management schemes, institutional analysis and development, project management and project development. Gijsbert holds a Masters in Law from Leiden University, the Netherlands. GCA Savvian Group / Morrison & Foerster CleanTech Investment Seminar CleanTech Forefront ～ Corporate Strategies for Survival

Guest Speaker Profiles (Cont’d)

Wellford Energy

Cathy Calhoun Ms. Calhoun is CEO of Wellford Capital Partners (WCP) and a partner in Wellford Energy Advisors (WEA). Both companies work together to maximize capital efficiency through the deployment of both non-dilutive government funding and private funding. Current clients include several of the largest Department of Energy grant and loan guarantee awardees to date – to include the Texas Clean Energy Project. Before joining Wellford Energy, Ms. Calhoun founded Viridis Renew Navitas (VRN) Inc, a woman-, military veteran-owned, HubZone-certified small business to provide solar and other renewable energy support services to both government and commercial accounts. Her entrepreneurial drive launched several other projects including a $45M shrimp processing facility in Central America which utilizes both aquacultured and native shrimp, and also established a perishable product export business from Central America to Japanese and US markets. She also designed, developed and operates a closed system, re-circulating aquaculture facility in the US that produces over 60,000 pounds of live fish for food consumption per year. Prior to establishing VRN, Inc, she was a Partner and Managing Director with Bearingpoint, Inc. (formerly KMPG Consulting) and practiced in both the Public Services and Emerging Markets Sector. She also served as an Active Duty Naval Officer for ten years in the U.S. Navy Civil Engineer Corps. Ms. Calhoun is a graduate of the U.S. Naval Academy and received a Bachelor Science Degree in Ocean Engineering and earned a Master of Science degree in Ocean Engineering from the University of Strathclyde, Glasgow, Scotland. She is a certified Project Management Institute (PMI) Project Management Professional.

Carbonetworks

Michael Meehan Michael Meehan is Carbonetworks' President & CEO and is responsible for the operational and President & CEO strategic direction of the company. As one of the company founders he created the Carbonetworks concept and is the original architect of the network. Michael's professional history spans 15 years in software including senior roles in product management, marketing and technology development. Prior to founding Carbonetworks Michael held senior positions with systems management and software service vendors, and also founded The Climate Resource, an online climate change information provider. Michael serves on the board of several NGOs dedicated to climate change and was nominated as E&Y Entrepreneur of the Year in 2009. He is a frequent guest lecturer in both corporate and academic circles, and writes regularly for publications such as Point Carbon’s Trading Carbon Magazine, Greener Computing, ClimateBiz, CleanTechnica, Huffington Post and the San Jose Mercury News. Michael has an undergraduate degree in Environmental Studies and an MBA from the University of Victoria, Canada. Voted among the top 5 CEOs to follow by BusinessWeek magazine, you can follow Michael on Twitter at http://twitter.com/michaelmeehan GCA Savvian Group / Morrison & Foerster CleanTech Investment Seminar CleanTech Forefront ～ Corporate Strategies for Survival

GCA Savvian / Morrison & Foerster Cleantech Team

GCA Savvian

Mark McInerney Mark McInerney is a Managing Director with GCA Savvian, with a primary focus on Capital Managing Director Markets Advisory. He has more than 21 years of investment banking experience, specializing in institutional equity sales. Prior to GCA Savvian, Mark was a Managing Director with JP Morgan where he worked in fixed income, international and U.S. equities. Mark received his BA from Middlebury College. Mark serves on the Board of Trustees of Town School and is active in alumni affairs for Middlebury College.

Bill Baker Bill Baker is a Director in GCA Savvian, co-heading the Cleantech Group, and serving as a Director senior member of the Capital Markets Group. Bill has over 15 years of finance experience, including 10 years in investment banking. Prior to joining GCA Savvian, Bill worked as a vice president and co-founder of the private capital group at SVB Alliant. Before SVB Alliant, Bill worked at Banc of America Securities, Robertson Stephens, and in the Global Energy Group at Credit Suisse First Boston. Bill also worked in a principal investing capacity at Enron International where he focused on project financing of energy infrastructure. He holds a BA in international relations from Brown University, an MA in international studies from the University of Pennsylvania, and an MBA from the Wharton School of the University of Pennsylvania.

Teruyasu Kushima Teruyasu Kushima is a Vice President at GCA Savvian with a primary focus on cleantech and Vice President alternative energy spaces. Teru has 14 years of international finance experience in Tokyo, Paris and New York, including 5 years in investment banking. Prior to GCA Savvian, Teru was an Assistant Director at Japan Bank for International Cooperation (JBIC) where he practiced energy and transportation project finances and structured finances in Latin America and Europe. Prior to JBIC, he was a consultant at Organization for Economic Cooperation and Development. Teru received his BA in Economics from Keio University.

Morrison & Foerster

Susan Mac Cormac Susan Mac Cormac currently serves as a co-chair of the Venture Capital/ Emerging Companies Partner Group and the Cleantech Group for the firm worldwide. Ms. Mac Cormac has extensive experience representing start-up to late-stage private companies primarily in the Cleantech or Sustainable space. She provides corporate and finance advice in connection with mergers, acquisitions, asset purchases and sales, reorganizations, joint ventures, and equity and debt financings. Ms. Mac Cormac is a co-chair of the Clean Technology & Climate Change Committee for the ABA Section of Science & Technology Law. She is on the Board of Directors of the Biomimicry Institute.

Stan Yukevich Stan Yukevich is a corporate partner in Morrison & Foerster’s Tokyo office, and is a member of Partner the firm’s Cleantech practice group. Mr. Yukevich’s practice focuses on cross-border mergers and acquisitions, joint ventures and other strategic transactions. He also works with clients on securities and other financing transactions, and on compliance matters and general corporate counseling.

Peter J. Yim Peter Yim is head of the firm's San Francisco Electronics, Software, and Telecommunications Partner Patent Group. His practice concentrates on domestic and international patent prosecution, intellectual property strategic planning, and technology litigation support. Additionally, he provides intellectual property support and analysis for clients involved in public offerings, financings, mergers and acquisitions, and other related transactions. He is also frequently called upon to provide strategic IP counseling for start-ups. Mr. Yim has written and prosecuted hundreds of patents in a wide range of technology areas, including computer software and hardware, computer network systems, debit and smart card systems, electronic commerce systems, medical devices, holography, semiconductor wafer processing and manufacturing systems, semiconductor chip and device manufacturing and packaging systems, voice-over-IP systems, vibration suppression systems, and Wi-Fi systems. GCA Savvian Group / Morrison & Foerster CleanTech Investment Seminar CleanTech Forefront ～ Corporate Strategies for Survival

Guest Speaker Company Profiles

Bright Source Energy BrightSource Energy, Inc. provides clean, reliable and low cost for utility and industrial companies worldwide. The BrightSource Energy team combines nearly three decades of experience designing, building and operating the world’s largest solar energy plants with world-class project development capabilities. The company now has contracted to sell more than 2.6 gigawatts of power to be generated using its proprietary solar thermal technology. BrightSource Energy’s solar plants are designed to minimize their impact on the environment and help customers reduce their dependence on fossil fuels. Headquartered in Oakland, Calif., BrightSource Energy is a privately held company with operations in the United States, Israel, and Australia. To learn more about BrightSource Energy and , visit www.brightsourceenergy.com.

Carbonetworks Carbonetworks™ helps organizations manage and reduce their impact on the environment by identifying the most cost-effective ways to reduce. The company has over a decade of experience in the industry and operates the largest carbon management network in the world. The Carbonetworks Performance Management Platform has been deployed to over 8,000 facilities around the globe and has enabled organizations to achieve sustainability goals by transforming energy, GHG, and sustainability initiatives into measureable business results. For more information please visit www.carbonetworks.com or follow us www.twitter.com/carbonetworks.

Control4 Control4, a leading provider of the operating system for the smart home, delivers intelligent control of consumer electronics products, appliances and networking systems through an easy-to-use and intuitive software interface. Founded in 2003, the company delivers affordable automation and control of lighting, music, video, HVAC, security, and energy management systems to the broad market through more than 1,600 custom integrators, retail outlets, and distributors in over 40 countries. Control4 is the platform of choice for major consumer electronics companies, hotels, businesses and utilities that require an intelligent, open and affordable control solution.

Prime Water Prime Water Development provides a complete package of water solutions to heavy industrial customers, municipalities, small and medium enterprises, hospitals and hotels. Prime’s core product is selling recycled water to their clients after purification. We apply Multimedia Filtration and Reverse Osmosis technologies to enable factories to reclaim wastewater. Services save costs and conserve water, as the reclaimed water will cut down fresh water consumption as well as reduce volume (and costs) of wastewater treatment. We offer a unique advantage in the marketplace by investing in wastewater treatment hardware and services and by selling clean, treated water back to host factories. By selling treated water at a price lower than what clients are currently paying, PWD’s service offering saves money and resources for the plants allowing them to focus on their core business areas. PWD engages customers through a B-O-O (Build Own Operate) model.

Sopogy Sopogy specializes in MicroCSP™ solar technologies that bring the economics of large solar energy systems to the industrial, commercial and utility sectors in a smaller, robust and more cost effective package. Sopogy’s goal is to create solar solutions that improve the quality of life and simplify the solar power business. Please visit www.sopogy.com for more information.

Wellford Energy Wellford Energy Advisors is a government relations, marketing, and financial advisory firm focused on clean energy technology opportunities in the public sector. Wellford Energy professionals formulate and execute strategies for companies looking to obtain non-dilutive funding from the government. We also provide assistance with policy development, tax incentives, environmental regulations, permitting, siting and securing private sector equity investments if required for successful applicants under Federal funding programs.