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Media Monetization Through Real Estate

Document Name: Strategic Business Plan
Date: November 2013
Version: 2.10
Contact:

Mr. Simon E. Mills
Chief Executive Officer
Locate Real Estate
A Distributed Real Estate Corporation Company
3 Columbus Circle 15
th
Floor
New York, NY 10019
Tel: (855) MLS-DIRECT (855) 657 3473
Simon.Mills@LocateRealEstate.com


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Non Disclosure

This memorandum is submitted to you on a confidential basis for your use solely in connection with your
consideration of an investment in Locate Real Estate Inc. The information included in this memorandum
is proprietary and confidential in nature. Because the information included in this memorandum is not
otherwise available, we ask you to keep it confidential and avoid any distribution of it to any third party
without Locate Real Estate Inc. Authorization.




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Locate Real Estate Inc
-------------------------
Confidential Private Offering Memorandum
For the sale of up to $2,500,000 in shares of series A common stock


----------------------------------------------
Pursuant to this confidential private offering memorandum, Locate Real Estate Inc (The
company) or (LOCATE) is offering for sale to investors a total of maximum of 208,333 shares of
series A common stock at a price value of $12.00 per share, with a par value of $0,01 per share
and a premium value of $11.99 per share. Each investor must make a minimum investment of
$50,000 (equivalent to the purchase of 4,166 shares series A Common stock).

The date of this Memorandum is September 15
th
, 2013. The offering will finalize on November
15
th
, 2013.



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Table of Contents


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Assumptions

In 2014 there will be 5 million real estate transactions in the US.
LOCATEs business model is to participate in as many of those transactions as possible. As an example
LOCATEs commission on just 0.1% of the national transactions would be $25,740,000. (Based on 25%
referral fee of a 6% commission on average transaction value of $286,000.)

Executive Summary

Locate Real Estate (LOCATE) is a new disruptive real estate business model built specifically to monetize
media traffic. The biggest challenge facing media companies is how to monetize their traffic beyond the
traditional $10-$15 average CPM (Cost Per Thousand). Real Estate Companies keep focusing on their
traditional business model using internet as a way to capture customers and thus spending millions on
client acquisition. The one area that has never been exploited by broadcast and traditional media is
generating commission revenue from real estate transactions. This extremely lucrative vertical has been
left to the real estate brokers who traditionally spend sparingly on advertising aside from print which
continues to produce diminished returns. Non print media now has an opportunity to benefit from real
estate transactions and enter a lucrative industry that has largely eluded broadcast and other media
heretofore. LOCATE is a real estate brokerage that has cracked the code and opened the door to allow
media companies to participate in real estate commissions in exchange for LOCATEs access to major site
traffic and unsold (remnant) advertising inventory otherwise unutilized by the media entity. Thanks to
LOCATE's embeddable search application, any website can now include a national real estate section that
is easy to integrate and easy for its visitors to navigate.

The LOCATE application is embedded into any website with one simple line of code. Here is how it would
embed into a site:



Banner integration Tab Integration





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The unique differences between Locate Real Estate LLC and our competitors include:

1. Consumer real estate portals such as Trulia, Zillow and Realtor.com invest millions of dollars in
attracting new customers to their sites. Locate Real Estate circulates its application to sectors,
organizations and outlets with high and consistent traffic.

2. Locate Real Estate is a transactional revenue model, as opposed to all its competitors, which rely
on advertising or discounted brokerage revenues.

3. Locate Real Estate is the only portal that engages with brand named organizations in broadcast
media. This increases credibility and enables partners to benefit from additional revenue streams.

4. Locate Real Estate utilizes remnant media inventory to drive traffic to purchase real estate,
creating revenue that would otherwise be dormant airtime.


Locate Real Estate exposes the previously inaccessible MLS (multiple listing service) listings to the media
partners site visitors. LOCATE monetizes the traffic with the lucrative real estate transactions but in
addition there are multiple streams of revenue including mortgage, insurance, relocation, services and
more. LOCATE performs in a similar way to traditional brokerages but with the uniqueness of a revenue
share model with media partners whos site traffic and audience guarantee a healthy deal flow of buyers.

Locate Real Estate is built upon a nationally licensed real estate brokerage with an embeddable,
proprietary technology and unique buyer acquisition model. For scalability, LOCATE will utilize existing
real estate agent networks wherever possible to represent the buyers that are engaged via media traffic
aggregation. LOCATE then shares the transaction commission with media companies in exchange for the
utilization of their remnant-advertising inventory to guide additional traffic to their white-labelled national
consumer real estate portal.

The company utilizes proprietary technology and a patent pending business process that enables
connection to any medium including radio, web, TV and even outdoor advertising, converting our
partners consumer traffic into additional revenue channels.

Once a client comes to our system, our customer call center representative guides them through the
process of buying the house and the call center service is provided at no cost to the buyer. We expect
0.1% of registered clients to complete a transaction with us, which implies an expected 11 transactions a
month for December 2013, and 48 and 182 for 2014 and 2015 respectively. We expect monthly average
revenues of $119k for December 2013 and $504k and $1,893k per month for 2014 and 2015
respectively.

The business process and model has the capability to expand into other verticals and service areas, which
will create additional revenue streams. Over time the value of the databases will increase, providing our
partners with valuable intelligence, including clients interests, locational services and preferences. This
predictive analytic information can be used in identifying and locating new customers from intelligent and
contextual marketing campaigns.

We have already signed agreements with the Real Estate Board of New York, New York State MLS and 3
California MLS boards in the USA. The initial roll out is encompassing the New York tri state area and
shortly after a sizable footprint on the west coast.


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LOCATE expect revenues of $6.1M, $23.M, 34.9 in 2014, 2015 and 2016 respectively. The expected
Ebitda will be of $0.27M, $3.95M, 6.76 in 2014, 2015 and 2016 respectively.

Management and board

Management
Simon Mills, CEO Founder. Serial Entrepreneur. 20 years experience in advertising,
tech and multimedia. Co-founder of London Music Group in 1990 and grew the business
into the No 1 commercial music production facility in the country. Published author and
public speaker.
Michael Fabiano, COO. Michael was former general manager at NBC publishing, has
an MBA from Columbia University and has lead operations at Cendant, Accenture and
multiple NBC companies. Michael brings extensive project management and execution
skills to LOCATE.
Grace Mills, Administration. Grace role includes holding real estate licenses in
multiple states and studying / monitoring the ever changing landscape of real estate law
as it applies to LOCATE. Graces role includes liaising with LOCATEs group of attorneys
in charge of the various verticals and maintaining compliance across the platforms.
Alberto Ortega, CFO. Alberto is a lawyer and has a masters degree in financial
markets. Alberto has extensive experience in corporate finance and management and
has lead many corporate restructures, launches and has successfully raised capital for
public and private companies.
Jorge Mata, Chairman. Jorge Mata founded MyAlert in 1999, a company focused on
designing and implementing wireless alert services to mass market. In 2001 MyAlert
merged with Buongiorno, an Italian public company. He acted as Vice chairman in
Buongiorno until the company went public in 2003..
John J. Perkins, Head of technology. 24 years of management, technology and
mortgage banking in the real estate industry. Founded Real Estate Village (1998) sold in
2000 for $20M. COO for VC backed Homes.com.
Drew de Carvalho, Sales Manager. Drew has a 25 year history in media sales and
has worked with some of the top media brands in the United States as well as operating
several businesses in the areas of public speaking, voiceover talent and corporate
events.
Burke Smith, CA Broker of record and broker/agent training. Its a big title but Burke
Smith is 25 year real estate veteran, Real Estate Broker trainer and coach. Burke has
been engaged by the largest brokerages in the country as well as launching, building
and selling his own brokerage businesses such as I Pay One which sold to Prudential
California in 2007.
Robert Butters, Legal Council. Robert is Americas foremost expert in MLS law and was
central to the case that affords LOCATE the ability to access MLS data nationally.
Robert Pritchard, Broker of record New York. Robert is a corporate litigation attorney
and real estate expert. His past experience arcs from Assistant DA in Brooklyn to his
own New York legal practice.


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Executive Board
Simon Mills has completed his board which now includes Jorge Mata, Executive
Chairman and Matthew DeVoe, of News Corporation. Additionally LOCATE has
assigned a board of advisors that include real estate industry experts and business
professionals of the highest level: The advisory board includes.


Advisory Board
Gregg McNair, Entrepreneur, philanthropist, businessman and Chairman of PPX
International Limited Group.
Mike Audette, Founder and partner WAV group, experts in MLS and real estate
technology.
Debra Walton, Chief Content Officer, Thomson Reuters.
Adrian Hyde, Formerly Managing Director of Chase Securities, TD Securities
and Bank Of America Securities. Adrian is now a private investor and a
shareholder in LOCATE.









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The Industry

Until recently it was illegal to advertise another broker's exclusive listing in the United States but the law
was changed as the result of a law suit between the Department of Justice (DOJ) and the National
Association of Realtor (NAR) involving restraint of trade. The result of the lawsuit allows brokerages like
LOCATE to join an MLS board at which point the MLS board is legally obliged to provide LOCATE with a
Virtual Office Website agreement (VOW) whereby LOCATE may display every listing to its customers on a
website. LOCATE's customers include anyone that comes to the website and signs in as a member. Some
listings (named IDX) are available without signing in but VOW listings require the visitor to be a member
of the site. LOCATE was the first to navigate the legal requirements and formed the first New York VOW.
Other brokerages also have the ability to build VOWs and several have done so but have failed to
sufficiently traffic the websites to make them viable.

LOCATE developed the method of acquiring every listing on the MLS but also integrated the concept of
the Locate portal to deploy and expose the listings to the maximum possible traffic by simply embedding
their application containing the listings into media partner websites. Zillow has a distribution model of its
application with 180 US Newspapers but still monetizes with advertising and not transactions because
Zillow is a media company and not a real estate brokerage.

The online real estate industry is led by Zillow with a 3.5 billion dollar valuation however they are yet to
be profitable and their business model is growth-capped because it is limited to advertising revenue
instead of transaction revenue. Realtor.com is the industry body (National Association Of Realtors or
NAR) and although MLS listings from the 850 MLS boards are displayed there, they cannot be monetized
by transaction revenue and the industry has become disenchanted with the platform while failing to gain
traction with the public. The real estate industry has not effectively transitioned from the now minimally
effective newspaper advertising to an online form of procurement that is economical and effective.
LOCATE has positioned itself at the perfect time to bridge the gap between internet traffic and real estate
transactions.

Embedding the platform into highly trafficked,
media partner websites gives the media
partner an opportunity to participate in
transaction revenue in a vertical that is
significantly larger than traditional online
advertising. This comparison chart clearly
defines the opportunity.



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LOCATE Product Overview

LOCATE is a licensed real estate
brokerage that shares the
transaction commission with media
companies in exchange for the
utilization of their remnant
advertising inventory to guide traffic
to their white-labeled national
consumer real estate portal owned
and operated by LOCATE. Once the
national MLS data layer is
completed LOCATE will have the
most complete unified database of
real estate search and location
intelligence technology available in
the marketplace.

The platform provides for the
monetization of web traffic using
transactional real estate, mortgage
and consumer services and products, both within and outside the real estate marketplace. This is
achieved by providing the visitor with rich lifestyle and deep geo-spatial information for identifying real
estate opportunities and then representing that buyer in the transaction or referring the buyer to another
agent for a referral fee of 25%. Commission is earned from each sale and then shared with the media
company that delivered the traffic.

The LOCATE platform is interactive with its users and allows them to add or edit local non-MLS data
content if their information is more current than that being displayed. By doing so, the LOCATE platform
builds a significant database of user generated intelligence that can be separately monetized. This
crowd sourcing provides even greater richness and depth to the user experience across multiple
verticals.

The product is designed to be a white-labeled solution in partnership with high traffic media outlets and
is offered by LOCATE at no cost to the partner. Moreover, time to market is immediate. The combination
of a risk-free offer with immediate time to market is very compelling, particularly in these economic times
where the media have been experiencing shrinking advertising revenues.

Linked to over 100 data layers drawn from industry databases aggregated by data company Home
Junction International, the platform provides consumers with a rich level of content information including
demographics, lifestyle, education and neighborhoods, which can be used in comparing and identifying
the right area as well as the right home purchase. These massive databases of information will be placed
at the fingertips of buyers, sellers and renters across the largest real estate markets in the USA and
eventually in countries around the world. The system provides a comprehensive overview of the targeted
properties combined with geo-spatial analysis on the services of the surrounding areas of the property.

Locate Real Estate will cultivate relationships with major websites, media groups, TV and radio outlets,
initially in the North American markets, followed by an international expansion program. LOCATE will
focus on closing deals with Wall Street Journal, Conde Nast and Fox News during 2014 and Comcast,
Cable Vision, Hearst and Amazon during 2015.




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How it Works

The LOCATE application is embedded into any website with one simple line of code. Here is how the
application looks when it is popped up.




A visitor to the website clicks on the real estate tab or on a banner ad and is able to search for homes for
sale or rent according to a zip code or just by drawing a circle around a geographic location using the
draw tool. Instructional videos help the visitor operate the app and find properties of interest.

At any point, LOCATE's 24 hour live chat and live call center can be accessed. The LOCATE call center is
staffed with experienced customer service operators with real estate knowledge and full MLS access
enabling them to answer any question pertaining to a particular property. In addition, the call center
concierge can schedule an appointment to visit a property. The potential buyer has full and free access to
the concierge 24/7 which is how LOCATE keeps in touch with the buyer throughout the transaction
making sure they are happy with their allocated agent and all is running smoothly.

Once a transaction occurs, the revenue is split with the LOCATE media partner in ratios of 60% to
LOCATE and 40% to the media partner.
Revenue will not be limited to real estate
commissions. There is also mortgage,
insurance and many other real estate related
revenue streams in which the media partner
participates, although we have decided not to
include those revenues in our projections for
this document in order to focus on the core


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real estate commission revenue.

LOCATE has the most comprehensive geo spatial data in the United States which gives the potential real
estate buyer an immersive experience showing every surrounding amenity from schools to shopping and
a lot more. From recent sales to comparative values LOCATE is rolling out the first national, publicly
accessible MLS platform that can be distributed to and integrated in multiple media streams.

LOCATE's business model provides for far higher revenues than traditional CPM (cost per thousand)
advertising structures. Participating in real estate commissions is now possible for any sufficiently
trafficked website and again, no implementation cost, no operational cost and no risk to the media
partner which provides for very low resistance in the entry to market.

Sales process once a client is engaged

LOCATE is a process driven buyer funnel anchored by a real estate search application. The application is
the net that captures buyer interest and drives engagement. Once the visitor identifies a property of
interest they have 3 ways to engage with a LOCATE representative agent to physically visit the property.

1: Live Chat: The call center facilitates buyer interaction by accessing deep level back end intelligence on
every property on the system. Some information may not be shown to the buyer on the site for legal
reasons however once they engage with an agent this information can be communicated further creating
reliance on the LOCATE platform. The call center agent has the ability to introduce the buyer to the
listing agent and set appointments to visit the property all via live chat.

2: Live call: As LOCATEs processes become seasoned the call center will be available 24/7. Availability
and access will further separate LOCATE from both the online and traditional brokerage models.

3: Email contact form: All live chat and live call services will also be available via email should the buyer
not desire live engagement initially.

Once the buyer engages with the call center they are introduced to a representative broker. The broker
can be either the listing agent in which case LOCATE earns a 25% referral fee, or an agent representing
LOCATE in which case the commission will be split 50/50 via a universal co broker agreement that is set
by default in US real estate law. LOCATEs legal team in Chicago (The foremost experts in MLS and real
estate law) are drafting the digital engagement contract which ensures LOCATE is paid at the closing via
the HUD1. The HUD 1 is the ubiquitous document from the US Department of Housing and Urban
Development that is central to every closing and determines who is paid from the closing proceeds. At
the end of each month, any closings that have occurred are eligible for distribution to media partners and
the funds are distributed according to contracted percentage according to the channel whereby the buyer
was procured. If the sale was generated by one of LOCATEs independent websites, no distribution is
made and LOCATE keeps 100% of the net commission or referral fee. On the following page you will see
the entire buyer flow eco system.





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What is our target market?

The Locate Real Estate solution is both innovative and disruptive within the highly competitive real estate
sector. The solution provides consumers with a rich data source that can be easily translatable into new
global markets, whether these markets focus on the home purchase or rental. In addition, the platform is
scalable into the lucrative commercial real estate sector.

While the Locate Real Estate platform is primarily designed for the North American market, the process
and feeds can be simply advanced and expanded for any real estate market in the world, and will
succeed as a result of strong relationships with media partners in those markets.

Residential real estate is a highly fragmented and increasingly complex industry. Each home has an
individual location, value, size and demographic area specifications combined with the personal set of
objectives from the purchaser. Until recently, buyers and sellers in the United States had little or no
access to comprehensive property information to help them make informed decisions without the
assistance of a real estate broker. Even today, access to this critical information is inconsistent from area
to area in the U.S. Outside the US, this data is still practically non-existent. LOCATE will vastly improve
the buyers access to real estate intelligence on a global level.

These are characteristics that are not unique to the North American market, but mirror the situation in
almost every residential real estate market in the world. These findings strongly suggest Locate Real
Estates model can be easily adapted to meet the requirements of markets globally.

In 2013 2015, Locate Real Estate intends to develop the North American markets, providing a profitable
model prior to expansion into global markets. Below, we pinpoint the major elements of the North
American market:


The North American real estate market is the largest in the world and had an aggregated
transactional value of $1.2 trillion, according to the U.S. Census Bureau and the National
Association of REALTORS, or NAR.
Online media is forecasted to become the number one advertising spend medium for real estate
professionals, capturing more than 30% of the total real estate advertising spending by 2013
1
.
In the US, the National Association of Realtors (NAR) states that 87% of homebuyers begin their
search online.
In 2012, online analyst, ComScore report that real estate linked consumer traffic exceeded 40
million people per month, with consumers served by search portals for real estate and affiliated
services.
During 2012 more than 4.65 Million homes were sold in the US through Realtors, generating
gross commissions in excess of $44 billion, of which $6 billion was spent on advertising,
marketing and lead generation. The NAR anticipates this number will increase to more than 5
Million in 2013.





1
Yahoo Real Estate 2012


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Competitive Landscape

Real estate-related searches on Google have grown more than 250% in the past four years and 90 % of
house hunters now look online, according to a recent report from the National Association of Realtors. As
a result, there are now more than 130 companies creating technology intended to make the process
easier for buyers and sellers, from online brokerages to home-showing tools.
For the first time, there is starting to be a healthy M&A market for new start-ups as a result of the IPOs
and growth of Trulia and Zillow. This chart is going to grow and multiply as more of these deals get
done, more VC funding flows into the space, and more innovation spurs real change in real estate tech. It
is important to note that not one of these companies is approaching the opportunity in the same way as
LOCATE and traffic acquisition remains the predominant expense in revenue growth while LOCATE moves
those costs to a result driven methodology where costs are bound tightly to revenue events.







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The comparison matrix below illustrates some of the key differences between LOCATE and its
perceived competitors, including Zillow.com, Trulia and Redfin. These competitors have adopted
alternative models to that of Locate Real Estate, with the two largest in terms of visitors, Zillow and
Trulia, generating income through advertising.

In the case of Zillow.com, the company has raised over $87mm in venture capital funding since 2005,
which led to the business being listed on the NASDAQ exchange in July 2011, and currently valued at
$3.5 billion. Zillow.com will produce revenues of close to 180mm in 2013.













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Technology

Locate Real Estate have developed the technology in collaboration with Home Junction Inc. Home
Junction is a US based advanced data technology company that is a leader in data interrogations and
search processing, and the creators of SpatialMatch.

Based on SpatialMatch embeddable search engine and crowd-sourcing platform, LOCATE has put
together the most comprehensive user friendly home purchase interface, specifically designed for the real
estate vertical. It provides consumers with a comprehensive data rich environment, which can be used
during the search and acquisition of a new property.


The LOCATE platform is the worlds first search platform to fully enable geospatial, map-based searches
(schools, amenities, boundaries and property values) with the ability to simultaneously interrogate dozens
of databases in real-time while being distributed to a network of media partner websites.

This data enhances the location intelligence by extending spatial analysis and overall property
visualization ensuring our customers have the latest and most effective data on new market
opportunities, significantly reducing the time, cost and complexity of acquiring a new property.



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5. Financial Projections and Valuation


Financial Overview


Locate Real Estates strategy is built upon the strength of our broadcast media partners, maximizing the
value from their global audiences and traffic, and translating those consumers into a new source of
revenue.

Locate Real Estates core revenue stream will focus on commission based real estate transactions,
producing fees ranging from 3% to 6% on sale closures. We intend to leverage our partners consumer
base and maximize income streams, by cross and up-selling ancillary value added services including
mortgage deals and home insurance from our preferred partners, although we didnt use those for our
projections to remain very conservative and laser focused.

Our ultimate objective is to attach ourselves to as many transactions as possible by maximizing value
from our partners consumer traffic and creating additional revenue streams with limited marketing
expense.

Locate Real Estate will develop relationships with our media partners and revenue share 40% of our
income derived from their consumer databases, audience and web traffic.


The shared revenue model is hinged on our ability to engage partners with strong brand appeal, high
traffic volumes and extensive marketing capabilities ensuring maximum saturation across all mediums,
web, TV and radio and newspaper.


Pilot
In 2010 Locate Real Estate conducted a five-month pilot
exercise with CBS under the brand Eye on Real Estate.
Combining our first technology platform with CBS New York for
the duration of the pilot and producing and broadcasting a real
estate TV show, during month four.

The results confirmed our strategic model and the long-term
income potential.

Financials projections are based on the pilot, which produced
strong performance and illustrated the value in the Locate Real
Estates business partnership model, as opposed to the
advertising model adopted by our competitors.




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Key pilot results

Monthly average of 2 million website visitors.

100 buyers engaged over the five-month period, and real transactions representing 0.02642% of
total click thru.

Continual increase in conversation rates from 0.19% in month one, rising to 0.38% in month
five. When coupled with the TV medium during month four, conversation rates
doubled to 0.71%.

Using the results from our pilot program LOCATE has spent 2 years refining the business model and
technology platform to provide the best state-of-the-art technology to the market, and has now begun an
aggressive sales strategy engaging leading media groups.

LOCATEs revenues are based on transactions made utilizing media traffic converted into transactions
based on the pilot.

The next chart shows specifically how revenue is derived based on conversion metrics already achieved in
pilot program using 10,000,000 unique visitors per month as a demonstrative model.




Key Metrics ($) Month 1 Month 2 Month 3 Month 4 Month 5 Average
CBS NY Visitors 2,216,060.00 2,011,022.00 1,998,008.00 2,112,893.00 1,993,162.00 2,066,229.00
Click Thru 4,119.00 4,318.00 6,927.00 14,978.00 7,512.00 7,571.00
Click Thru Ratio 0.19% 0.21% 0.35% 0.71% 0.38% 0.37%
TV Show Viewership 56
No of Buyers Engaged 12 18 15 41 14 20
Transactions 1 3 2 2


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The table below highlights our status with these groups in the US:

Partner Status




LOI Secured. Implementation planning begins Nov 2013.
One of the largest radio networks in the US, incorporating 69
radio stations in 22 US cities. Audience reaching 83% of all
African Americans.


LOI Secured. Implementation planning begins Oct 2013.
Moblty is a tablet based distribution of coupon content and
Locate will be shared on 3000 devices.





LOI scheduled for Oct 2013.
The 3
rd
largest media group in the world, incorporating the New
York Post, Wall Street Journal and Dow Jones. The relationship
also provides the opportunity to enter markets in Latin America,
Asia, Europe, and the Middle East.



Negotiations under way at Fox News and Fox Business.
News corporation recently split off their broadcast assets into a
new company called 21
st
Century Fox.







Negotiations under way. Proposal under consideration.
Conde Nast owns magazine brands ranging from Vogue, New
Yorker and Wired to Traveler, Vanity Fair and W. Traffic to New
Yorker website alone is 10.7MM monthly visitors.





Proposal under consideration.
The Daily Dot is considered to be the internets newspaper and
has 6MM unique visitors per month. Implementation of a
LOCATE real estate section begins Nov 2013.

Other media partners being targeted include:
Ebay, Amazon, USA Today, Hearst, The New York Times. Weather.com and many more.






LOCATE will end 2014 with traffic of nearly 53 million visitors; this will generate more than 48 monthly
transactions. By the end of 2015 LOCATE is aiming to reach almost 198Million visitors and more than 182
monthly transactions.

Real Estate transactions will allow LOCATE generate strong growth in revenues during the next 3 years of
operations, from $6M in 2014 to $34.5M FY 2016.


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LOCATE will also derive adverting revenues although it will not be a primary focus and will not represent
a high percentage among the other revenues, from $0.02M in 2014 to $0.50M in FY 2016

There is lucrative mortgage business potential that can be easily utilized in the LOCATE platform. Even
though we believe this could bring 12% to 15% more in total revenues, we have decided not to include it
as part of our business plan in order to ensure the projections remain conservative and achievable.

The total cost of generating revenues will be 40% of revenues shared with the media companies. That
will bring to LOCATE a gross profit of 60% of the total revenues, $2.45M in 2014, $9.22M in 2015 and
$13.98M in 2016.

The major cost drivers are Legal & Tech and the call center structure (staff, training, management) that
will represent an average of 15.38% and 42.51% respectively of the total revenues. LOCATE will be focus
on delivering the finest customer service to our users or potential clients, to maintain the key differential
between any other competitors. All cash flow generated in the first two years will be reinvested to
strengthen its customer service offering and build market acceptance and resilience.

In terms of human resources LOCATE aim to have a lean management team, backed by strong
operations, customer care and sales execution. LOCATE will start with 8 people and grow to more than
90 by the end of 2015.

The administrative expense will represent an average of 0.52% of the total revenues.

The key cash flow assumptions are:

1. Working capital: Revenues from transactions will commence within 90 days of engaging the first
buyers.
2. There will be no pay-out for minority interest or dividends for the first three years, and any money that
is earned will be reinvested in the company.


The table to the left shows graphically the
composition of our figures from 2014-2016

















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The table below shows the pro-forma income statement for the period 2014-2016.



Revenues 2014 2015 2016
Sales 6.046.670,64 22.714.246,48 34.450.302,05
Advertising 87.002,46 326.823,69 495.687,80
Total Income 6.133.673,09 23.041.070,18 34.945.989,85
Cost of Merchant Service Revenue/Warehouse Stock 2.453.469,24 9.216.428,07 13.978.395,94
Total Cost 2.453.469,24 9.216.428,07 13.978.395,94
Gross Profit 3.680.203,86 13.824.642,11 20.967.593,91
Expense
!"#"$%& %#( )(*+#+,-$%-+." /01"#,",
Business development
1otol 8osloess uevelopmeot 28.008,48 107.338,22 165.295,20
233+4" %#( 5"&%-"( "01"#,"
Communication Expense
Total ! Communication Expense 12.350,00 20.150,00 24.765,00
Insurance Expense
Total ! Insurance Expense 53.105,00 55.760,25 58.548,26
Occupancy Expense
Total ! Occupancy Expense 109.260,00 111.445,20 113.674,10
Printing, Stationery & Supplies
Total ! Occupancy Expense 26.552,50 27.880,13 29.274,13
Professional Fees
Total ! Professional Expense 1.013.044,47 3.515.338,07 5.332.639,63
1otol - Offlce/woteboose ooJ keloteJ expeose 1.214.311,97 3.730.573,64 5.558.901,13
6%&%$+", %#( 5"&%-"( 78,-
1otol - 5olotles ooJ keloteJ cost 2.143.440,00 5.954.270,40 8.358.239,45
!"#$% ' ()*)+$% $*, -,./*/0#+$#/1) 234)*0)0 3.385.760,45 9.792.182,26 14.082.435,78
2-9"$ /01"#,",
1otol Otbet xpeoses 21.544,98 82.567,86 127.150,16
:8-%& /01"#,", 3.407.305,43 9.874.750,13 14.209.585,94
EBITDA 272.898,43 3.949.891,98 6.758.007,97


Page 23



Initial Focus

LOCATE will focus on strategic brand partners with a global consumer footprint. The management team
state that Locate Real Estate can maintain solid year-on-year revenue growth with a short payback period
for investors.

Locate Real Estate is committed to expanding and scaling the platform nationally in the US and then
internationally in key European and Asian markets.


Sensitivity Analysis

Out of all the variables used in the Business model, there are two devices that have the major impact on
the EBITDA:

a) Click Thru Ratio.
b) Conversion Rate.

A +/-10% or +/-20% variation in Click Thru Ratio or in the Conversion Rate (all other things being equal)
can have a substantial effect upon the companys results. The variation analysis can be seen below.




We believe and we proved during the pilot program that it is possible to increase the Click Thru Ratio
with little impulse through the media companies, thus we will focus during the followings months on that,
proving to our partners the strength of the model and its ability to increase drastically and provide
exponentially increasing non traditional revenues.

On the other hand our model is based on a 3% commissions although most of the commissions per
transaction are between a range from 4% to 6%. As an illustrative, we calculate the impact on the
accumulated EBITDA for the three years. ($11M in the base model)





The chart above shows a very important upside to LOCATE and the Media Groups on each transaction,
nevertheless we use 3% commissions in our projections to keep a scenario of minimums, which is very
conservative and achievable.

SenslvlLy Anallsys L8l1uA
$
Acummulated EBITDA
(Base Model three years)
+/- 10 +/- 20
Cllck 1hru 8aLlo 11,020,992.98 +/- 3.934.284,26 +/- 7.868.368,31
Converslon 8aLe 11,020,992.98 +/- 3.878.478,81 +/- 7.736.937,61
Accumulated EBITDA
!" $%&&'('%) '( *+ ,-./-0.-1-21/
!" $%&&'('%) '( 3+ -3.031.3-3245
!" $%&&'('%) '( 1+ 40.50*.500261


Page 24


Financing & Use of Funds

The Company is seeking to raise $2,500,000 (Two and a half million USD) from private and accredited
investors in exchange for 14,3% equity in the business. 15M USD Pre-money valuation

The capital will be used as follows:
1. Call center infrastructure, systems and training, management and staff. $1,35MM
2. Further software development $250k
3. Legal: systems to protect LOCATE in the transaction $400K
4. MLS data, real estate licensing and insurance $500k



Exit Strategy & Investment Valuation

Locate Real Estates strategy allows for optimum flexibility to respond to exit options. These could
include IPO, acquisition or venture buyout. Over time the data repository would create additional value
to the business and also widen the scope of target acquirers.

These would include:
1) Data technology,
2) Behavioral analytics and
3) Local / international advertising or crowd sourcing companies.

The valuation may vary between $20M to $81M depending on the multiple of EBITDA we use from 3
times to 12 time EBITDA.


Investment proposal

LOCATE is seeking investors to contribute the amount of $2,500,000 in exchange for a 14,3% stake in
the company (15M USD pre-money valuation). In addition to the equity, LOCATE will be paying a yearly
coupon of a minimum 2.5% and maximum of 7.5% annually on the amount invested. First payment will
be made in December 2014 (70% of the expected coupon payment and the balance in April 2015). The
variability in the coupon will be subject to annual revenues.

If the revenues of the company are less than $4M, LOCATE will pay to the shareholder 2.5% of the
investment made, if the revenues are above $4M LOCATE will pay a coupon of 3% of the revenues with a
maximum of 7.5% of the investment, which in this case of a $5M investment the investor will receive a
maximum of $375,000 coupon, and a minimum of $125,000.


Investment Risks in Locate Real Estate Inc.


In the United States almost every home that is sold is through a real estate broker. A very small
percentage is sold by the owners. When a seller lists a home with an agent it is uploaded to a system
called the Multiple Listing Service or MLS. There are 865 MLS boards nationally and LOCATE is acquiring
agreements with 200 of those boards which give us access to the listing data for 85% of the homes for


Page 25


sale or rent in the United States. Members of the MLS boards (the brokers) sign a universal co-brokerage
agreement whereby they agree to share the 6% (sometimes as low as 3%) commission in a 50% split.

Until recently it was illegal to advertise another broker's exclusive listing but the law was changed as a
result of a law suit between the Department of Justice (DOJ) and the National Association of Realtors
(NAR). The result of the lawsuit allows brokerages like LOCATE to join an MLS board at which point the
MLS board is legally obliged to provide LOCATE with a Virtual Office Website agreement whereby LOCATE
can display every listing to its customers on a website. LOCATE's customers include anyone that comes to
the website and signs in as a member. Some listings (named IDX) are available without signing in but
VOW listings require the visitor to be a member of the site.

The chart below shows risks and actions that are taken to mitigate them.







Page 26


VIDEO
To see the application demonstration, please see our videos.

Media Partner Video
http://www.LocateRealEstate.com/video


User video
http://www.LocateRealEstate.com/video