1. Committed To Building Great Companies
Firm Overview
For Companies
www.lookoutcapital.com

2. About Lookout Capital
Lookout Capital provides a combination of capital and financial, strategic and
operational advisory to up-and-coming entrepreneurs, small but growing
companies as well as established businesses. The firm addresses a niche historically
and currently underserved by the capital markets. Our style of investment
management is to cultivate long-term partnerships between our firm, our portfolio
companies and our investors.
We operate by two guiding principles: (1) We want to help entrepreneurs and
management grow their businesses and build great companies, and (2) We are
people-focused, patient investors who seek superior long-term, risk-adjusted
investment returns.
Lookout has a successful record of private company investing, growing businesses,
corporate board service, and working closely with management teams. We are a
firm of distinguished financial and business professionals who have demonstrated
impeccable integrity and sound business judgment. We invite you to learn more
about us.
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3. The Strategy
We invest in and work with companies that exist in the following general categories:
 Growth Capital: Operating companies generating between $2 to $10 million in
revenue that are near break-even or slightly to solidly profitable
 Buyout / Controlling Interest: Buyout or controlling interest investments in
operating companies with a transaction range of $5M - $20M
 Early Stage: Early stage investments in healthcare and IT
Lookout seeks to only do deals where the interests of our investors and our portfolio
companies are aligned. We conduct thorough due diligence, providing comprehensive
analysis to our investors so they can make informed decisions. We get to know companies
well, working with management to construct plans before deals are consummated and the
first Lookout dollars are invested.
Our investment management style with our portfolio companies is proactive and involved.
We know the hard work begins after making an investment, so we contribute to our
companies’ causes by formally consulting with them and serving on Boards of each.
We strive to be a good partner to both our investors and our portfolio companies. In our
opinion, it’s the only way to do business.
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4. The Principals
Merrette Moore – Managing Partner
• Co-founder and day-to-day operating executive of Lookout Capital
• Over ten years RTP-area investment experience at MCNC, IDEA Fund Partners and Lookout Capital
• Serves or has served on numerous portfolio company boards as a director or observer
• Investment deal lead for iContact, an email marketing provider that grew from $1.2 million at the
time of investment to over $50 million in annual revenue; Sold to Vocus for $169 million in February
2012
• Currently serving as advising consultant to Rex Health Ventures, an strategic investment fund recently
launched by Rex Healthcare
Bill Moore – Chairman
• Founder and CEO of specialty investment bank Trident Financial Corp., an industry leader in raising
capital and M&A transactions for financial institutions; Trident was sold to KeyCorp in 1999
• Current Chairman of RTI International, one of the world’s leading nonprofit research
institutes
• Partner, Franklin Street Partners, a Chapel Hill-based investment management business with
approximately $2B under management
• Professor Emeritus of the Practice of Finance, Kenan-Flagler Business School, UNC-CH
• Interim CEO, MCNC, Inc., Led the highly-successful restructuring and reorganization of MCNC
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5. The Principals
Tim Lavelle – Head of Investment Banking
• Over 26 years of Investment Banking experience
• Former Managing Director of Trident Financial Corporation
• Former Head of Financial Institutions Group at Morgan Keegan & Company
Sam Drew – Principal
• Integral role in developing deals and guiding portfolio companies
• Actively involved in assisting firms in various stages of the growth cycle for his entire professional
career
• Former civil engineer, being the youngest person in the history of his company to run a division, his
consistently posted the highest revenue and gross profits within the company
• Received his MBA from the University of North Carolina Kenan-Flagler Business School and was a
recipient of the Johnson & Johnson MBA student leadership award
John Kane – Associate
• Responsible for deal sourcing, deal due diligence, fund raising, and support for the general
operations of the firm
• Former President & COO of YF Atlantic, LLC, the master franchisee of the mid-Atlantic region for one
of the world’s largest frozen yogurt franchises
• Founder of Midtown Multisport, LLC, the producer of a series of endurance events throughout the
Southeast
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6. Our Advisors
Lookout Capital has assembled an all-star team of advisors and investors, proven
entrepreneurs, executives and investors capable of identifying and evaluating unique
investment opportunities, including:
Advisors
Tom Darden– CEO, Cherokee Funds; Former Chairman, Cherokee Sanford Group
Peter Scott– Former CFO, Progress Energy; Founder, Scott Madden and Associates
Paul Rizzo– Chairman Emeritus, Franklin Street Partners; Former CFO, IBM
Champ Mitchell– Former CEO, Network Solutions; Former EVP & COO RJR Tobacco, Co.;
Former Partner, Womble Carlyle
Chip Andrews – Senior Chairman, FMI Corporation
Bill Ross– Of Counsel, Brooks Pierce; Former Secretary of NC DENR
Susan Gravely–Co-founder and CEO, Vietri
Tim Lavelle – Former Managing Director, Trident Financial Corporation
Neil Bagchi – Founder of Bagchi Law
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7. Investment Criteria
Lookout is addressing a niche currently and historically underserved by the capital markets.
Our general investment criteria includes:
 Companies that desire and will benefit from operational, general management and
strategic input from our principals & investors
 Companies providing services or products with a demonstrable, sustainable
competitive advantage
 Companies either in large, highly-fragmented industries or in markets with high
projected annual growth
 We are industry agnostic, but will invest only in what we know and understand
 Business model of recurring revenue or repeat customers
 Companies primarily based in North Carolina, preferably within a 2-3 hour drive of
Raleigh-Durham
 Companies that are capital efficient and do not require a great deal of capital to
scale profitability
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8. Pre-Funding Process
We segment the pre-funding process into 4 general steps:
1) Initial due diligence
Consists largely of getting to know the company management and familiarizing
ourselves with company operations and financials
2) Core due diligence
The period where we dive into the company’s business and mutually determine
whether it is in our collective interest to structure an investment
3) Investment terms negotiation
The terms under which we will invest, subject to completion of due
diligence, and get involved with the company are worked out
4) Final due diligence and deal closing
Due diligence is completed and the investment is finalized
The entire process typically takes several months, with most of the time being spent with the
first 2 steps. If a company is responsive, then the process timeline is likely to be compressed.
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9. Typical Deal Structure Example
Below is a summary of the deal terms we typically seek to obtain in our
transactions. Of course, terms will vary from transaction to transaction.
Typical Terms:
• Preferred Stock or Subordinated Convertible Debenture
• $500K to $20 million transaction size
• Lookout may syndicate or act as a sponsor for larger transactions, but
prefers to be the lead investor
• 5-8% annual rate, possible PIK in first 1-3 years
• Lookout representative(s) on board
• Required annual independent stock valuation
• Lookout-produced required annual evaluation of updated company
strategic plan and projected impact on shareholder value
• Active initial involvement by Lookout (via a management services or
general consulting agreement)
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10. Post-Funding Investment Management
• Immediately upon investment, Lookout personnel will serve in a part-time
management or consulting role. The portfolio company will compensate Lookout
for this service.
• We will work closely with senior management teams of our portfolio companies
to develop annual operating plans and long term strategic plans
• We will have at least one Lookout representative on the Board of Directors
• Quarterly board meetings and monthly update calls will be required
• Every year, we will require the company get an independent appraisal of company
and stock valuation
• As it is appropriate, we will assist our companies in any financing, liquidity or exit
process
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11. Why Work With Lookout Capital
• We look at our relationships with portfolio companies as a collaboration -- We are a
partner, not just an investor
• We are actively involved in providing strategic, operational and financial advisory to
portfolio companies -- We want to be hands-on, but we are not micro-managers
• We have a wealth of experiences and skills among our principals, associates, and
advisory boards from which portfolio companies can draw -- We have a successful
record of private company investing, growing businesses, corporate board service,
and working closely with management teams
• We are patient investors -- We are willing to remain an investor as long as our
companies continue to build shareholder value
• We can help our portfolio companies find liquidity -- We have a demonstrable track
record of and a unique ability to structure exit and liquidity events for companies
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12. Additional Information
We encourage prospective companies and investors to meet with and get to know Lookout
Capital’s principals, advisors and current investors. We have additional information and
documents for review. If you wish to follow up with us, feel free to reach out via the contact
information listed below:
W. Merrette Moore John M. Kane
Managing Partner Associate
Office: (919) 256-3633 Office: Please use mobile
Mobile: (919) 491-1805 Mobile: (919) 720-3980
mmoore@lookoutcapital.com jkane@lookoutcapital.com
Also, check out our website at
www.lookoutcapital.com
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13. Legal Disclaimer
This document contains forward-looking statements. The forward-looking
statements reflect our current expectations and views about future events and
speak only as of the date the statements were made. The forward-looking
statements involve known and unknown risks, uncertainties and other factors that
might cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Given these risks and
uncertainties, you should not place undue reliance on the forward-looking
statements.
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