security token offering -sto · (wireless internet service provider) § this creates a real problem...

Project: Latitude42

Security Token Offering - STO

Investor Deck | March 2020

Latitude42 is a new venture which is being born out of the company WAV Inc. Latitude42, with its own corporate entity, will utilize the existing WAV Inc. infrastructure and

business relationships, and bringing the Hardware-as-a-Service model to the wired and wireless internet network market.

Ø HaaS is very different from the traditional model that is typically employed by hardware manufacturers, Hardware-as-a-Service (Haas) offers rental of otherwise

capital-intensive, hardware to enable broader connectivity across dispersed or remote areas

Ø Focus on Broad Band and LTE products currently found on WAV’s line card

Ø Primary customer targets are service providers in wireless and networking. They deploy products from many manufacturers and manage them using their own

management platform

Ø Our model enables the client to enjoy predictable cash flow from operations with limited or no capital expenditure

For a fast and scalable market entry, Latitude42 plans to raise $40m in a Security Token Offering. Most of the proceeds will be used for cell tower assets.

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Introduction: Latitude42

An innovative Hardware-as-a-Service business model

Business Highlights: Latitude42

Subscription, B2BBusiness Model

2020Year Founded

Internet ServicesIndustry

50+# Wireless technologies

10+# OEM Partnerships

Delaware, USJurisdiction

Norm Dumbroff – CEO

Norm is a successful serial entrepreneur based in the US.

Norm founded POS Information Systems in 1990, growing

into WAV Inc. Norm’s vision of a value-added company

focused on customer-centric service has remained the

foundation of WAV’s success

Source: Latitude42 Management

WAV Inc., the parent company, is based in Chicago (US) and was founded 1996. WAV Inc. is a B2B value added distributor for over

50 wireless technologies and end-to-end network solutions, providing service offerings to wireless internet service providers and

managed service providers in the North American market.

Latitude42 Haas Model

§ The initial launch of HaaS products will focus on broad band cell towers – “tower-ready solutions”

§ Latitude42 will install microwave broadband, LTE backhauls and access points on towers

§ Primary client targets of the HaaS model will be internet service providers, who can enjoy a predicable cash

flow from operations with limited or no capital expenditures

§ The HaaS model can be provided across many networking technology solutions and will onboard more

capital-intensive networking hardware products in the future

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Products and Business Model

Hardware-as-a-Service (HaaS) for broadband and LTE products

Business Model

HaaS SubcriptionRent or Lease

$30,000Monthly Fee per Tower

$850,000Total Installation Costs per Tower


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Clients & Business Partners

A large percentage of potential HaaS clients are already customers of WAV Inc.

§ …and many more existing OEM

business partnerships

OEMs Latitude42 Clients

The Channel

Wireless Internet Service Providers

Managed Service Providers

Multi-dwelling Unit Providers

Hospitality

Education

Senior Living Providers

Oil & Gas


§ Data Centre

§ Private Cloud

§ Public Cloud

§ Pico Cell

§ Infrastructure Financing (fibre)

Business Line Verticals

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Impact Investment

Rural Counties are Vulnerable During COVID-19 Crisis

Rural COVID-19 Research

§ About 10% of U.S. states are highly

vulnerable

§ Two thirds of the high vulnerability states

are in rural areas

§ Highly vulnerable counties “will have a

very hard time implementing the

mitigation strategies recommended,”

§ Reasons are large amounts of households

with no internet access or that rely solely

on cellular data, or no access to

broadband

§ Latitude42 is designed to support weak

infrastructure areas by offering low

upfront capital deployment of the latest

wireless technologies

§ Latitude42 aims to eliminate the low-or no

connectivity across the entire United

States by employing cost-efficient

strategies via HAAS, to allow any small

remote town 100% coverage

Source: Purdue University Center for Regional Development, Telework

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Impact Investment

Latitude42 will focus its service in rural areas which will yield the largest social and economic impact


§ Broadband is a cornerstone for many

industries, from commerce to healthcare,

and drives much of the US economy

§ Broadband has become an integral part of

education. What would you do without

internet access? How would that limit

your potential as a student?

§ The United States government has

focused on the need for broadband in

rural areas. Not only to keep rural areas

connected but as a strategy to keep them

competitive, in a global market. Hence,

the introduction of the Connect America

Fund (CAF)

§ However, the desire for speed continues

to outpace the capability of current WISPs

(Wireless Internet Service Provider)

§ This creates a real problem for those in

need to keep up with exponential

demand, ever changing technology and

the pace of change of government edicts

WHY?

§ A Wireless Internet Service Provider

(WISP) in a rural area needs to provide

internet to a small town and surrounding

farms. The deployment will require on

average three tower locations.

§ Each tower will be composed of a radio

backhaul, which will provide high

bandwidth connectivity for the tower.

Three point to multipoint systems that will

provide connectivity from the tower to a

subscriber module, which will be placed

on the location, requiring internet

§ Each tower location will take a month to

build and another month to deploy.

During this time, the WISP will need to

make heavy capital investments of tens of

thousands of dollars, for each location.

Once the towers have been deployed, the

sale of internet services starts

§ The above scenario outlines the issues of

deploying new locations: 1) Limiting

quality of technology, and 2) Financial

distress

WHAT?

§ Engaging with Latitude42, the WISP

will deploy these towers and have a

predictable and manageable capital

outlay.

§ The broadband equipment is every

evolving. In four to five years, the

technology now being deployed will be

ready to be replaced with equipment

capable of higher density and higher

speeds

§ By partnering with Latitude42, the

WISP has a path to upgrade its

equipment, and maintain its position

in the market

§ By utilizing Latitude42 the WISP in this

scenario was able to effectively deploy

towers to provide internet service to a

community and upgrade the

technology, as needed

HOW?

§ At schools, the highspeed internet

connectivity provided a broader array

of resources for the administrators,

teachers and students. Resulting in a

higher level of education which

benefited the students and community

§ The local government received

highspeed internet which enhanced

their ability to connect with other

communities and provided a wider

variety of services and resources more

effective and efficient

§ Further, the internet can prepare cites

for emergencies and natural disasters

§ Economic growth - companies can now

maintain connectivity to their markets

through highspeed internet, they could

move to these rural areas to take

advantage of lower land and resource

costs. This created more jobs for the

community and a much larger tax base

Impact!

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Source:

Global LTE Broadband Infrastructure Market Growing to $86bn by 20241

$33bn$40bn

$49bn$59bn

$71bn

$86bn

2019 2020 2021 2022 2023 2024

CAGR 21%

LTE Broadband Infrastructure Global Market Size

Key Industry Trend 1: the Connect America Fund (CAF-II)

Over 100 bidders won $1.49 billion over 10 years to provide fixed broadband and voice

services to over 700,000 locations in 45 states for the second phase of the Connect

America Fund (CAF-II). The CAF-II is an an FCC reform initiative that promises to bring

broadband to an estimated 23 million Americans in rural uncovered areas.1

§ Government funded program

§ Connecting the unconnected and under-connected

§ 10-year roll out

§ Awarded bidders ARE REQUIRED to deliver a service level to specific counties (25, 50,

100Mbps)

Key Industry Trend 2: Technologies Key Industry Trend 3: Enterprise Private LTE Networks

1) TRANSPARANCY Market Research, 2019

2) Grand View Research, global smart cities market, 2019

3) Statista, Global IoT market size 2017-2025

Smart Cities Worth $237bn by 20252

Internet of Things Worth $1.6tn by 20253

5G Worth $251bn by 20254

4) ResearchAndMarkets, Global 5G Markets 2020-2025, 2018

5) Market Study Report LLC titled "2018-2024 Global Private LTE Market Report"

The global private LTE market size is expected to grow from USD 2.5 billion in

2018 to USD 11 billion by 20235

Use Case Description

Automation & Industry 4.0 § Factory-floor wireless robots, logistics and warehousing

Production-Critical

Networks

§ To monitor and control critical infrastructure, e.g. electricity

distributions grids or power plants

Primary Industries § Diverse sector from mining, oil/gas, to agriculture

Venue Services § Airports, theme parks, stadiums, hospitals, ports

Industry Overview Growth Strategy Technology Financial Overview STO OverviewRoadmapExecutive Summary Latitude42 Overview

Market Opportunity

Market size and key trends

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Financial Highlights 1/2

Pro-Forma

Revenue and Net Income Cell Tower Asset Deployments


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Roadmap

Q2-2020 Q3-2020 Q4-2020 2021 2022-2025

Client Onboarding USA OEM Equipment

Sourcing

50-60 Cell Towers

Deployed

Regional Expansion

Canada, Europe, South-

America


Additional

$60 Million

Investment

Seed

$2.5 Million

Investment

Security Token

Offering

$40 Million

Investment

Tokens are financial securities that derive their value from an underlying tradable asset or commodity, on top of an immutable database that

does not need to be controlled by a central party

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Security Token Offering

Introduction to STO


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1) The Tokenisation of Assets and Potential Implications for Financial Markets, OECD 2020

Digital technologies such as Blockchain and Security Token Offerings give companies the ability to obtain

alternative funding by digitalizing their assets. For example; converting equity shares into a digital token,

raising funds by selling these digitalized shares to a broader fundraising base, enabling an alternative for

growth-financing. The digitization of assets offers also earlier liquidity (capital is not tied-up, but tradable on

secondary markets). A security token performs the same function as a conventional security or commodity,

except that it confirms ownership through a smart contract on a blockchain.

Blockchain

Ø Decentralization guarantees tamperproof and complete transparency along the supply chain

Ø Blockchain platforms can track commodities, record contractual agreements, and serve as a trusted

register for trade documentation

Ø Digitize information, automatically execute contracts, and used to standardize procedures. Participants

can manage and settle transactions reliably

STO Advantage for Investors

Leading to smaller

required investments

Fractional Ownership

Tradable on 24/7-hour

secondary markets

after vesting period

Early Liquidity

Digital records on the

blockchain proof

ownership

Immutable Record

Allows also retail

investors to invest in

new ventures

Investor Participation

Compliance measures

are part of the smart

contract

Security

Holders own their

keys and can eliminate

third-party risk

Token Ownership

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Security Token Offering

Latitude42 is offering 25% equity ownership in form of security tokens

Metric Description

Offering Type Security Token Offering

Coin Type ERC20

Blockchain Ethereum

Token Name (Ticker) L42

Price per Token 1 Token = 1 USD

Tokens Issued

(Representing 25% equity ownership)

42,500,000

Tokens for Sale ~40,000,000

Soft Cap $20,000,000

Hard Cap $40,000,000

Token Rights Equity Ownership1, Dividends 25%

Minimum Subscription Private Sale: $100,000 | Public Sale: $500

Eligible Investors TBD

The STO of Latutitude42 will transform equity ownership into blockchain-

enabled virtual tradable tokens called “L24”

Ø Latitude42 creates 170m shares representing 100% equity ownership. 42.5m

shares (25%) will be tokenized to create 42.5m tokens. Company promises (in a legally binding manner) that its equity shares documentation will maintain

a fixed relationship between shares and tokens

Ø Latitude42 issues 42.5m tokens representing 25% ownership at a price of $1

per token

Ø Latitude42 net proceeds will be approx. $40m when hard cap is reached. Most of the funds will be used to purchase cell tower assets

Ø Investors can trade the purchased tokens after their respective vesting

periods in compliance with US laws


1) Non-voting

Prior to the STO, Latitude42 will receive an initial $2.5m

investment from WAV Inc.

Management Team

Bob Nelson - Chief Operating OfficerBob joined WAV in 2014 as the Vice President of Strategy and Business Development. In addition to his role at WAV, Bob serves as the Vice President of

Strategy and Operations at MBSIWAV in Alberta, Canada and Chief Operating Officer at Last Mile, Inc., which was acquired by WAV in 2019.

Prior to joint WAV, Bob served on the executive team at Luminate Technologies following their acquisition of Augmentity where he held the position of

Managing Partner and CEO. Under his leadership, Augmentity achieved the rank of 11 on Chicago Crain’s fastest growing companies. Prior to Augmentity, he

served as the Vice President of Agilysis central region, and held various sales and leadership roles at Cable and Wireless and Sun Microsystems.

Norm Dumbroff – Chief Executive OfficerFounding the company Wav. Inc in 1990, Norm has led his company in evolving from a two-man Point of Sale reseller/integrator, to a value added distributor

of over 50 wireless technologies/end-to-end network solutions that capture and transmit voice, video and data traffic. Wav is been named to the INC500 of

fastest growing companies twice. Throughout the evolution of his business, Norm's vision of a nimble, value added entity, focused on high-touch, customer

centric service and support continues to be the focal point of our success in this competitive industry.

Zach Hubeck – Vice President of Sales and Marketing

Zach Hubeck is the Vice President of Sales and Marketing at WAV, Inc. and the Director of Sales and Marketing at MBSI WAV. Through his 20-year career at

WAV, Zach has established himself as a proven leader in the LTE, wireless broadband, networking, and wireless distribution space, creating disruptive

growth and inspiring greatness by leading a results-oriented team of sales and marketing professionals. Under Zach’s leadership, WAV has seen record

revenue years from 2016 to 2018, doubling company revenue in four years while exceeding GP, EBITDA, and net profit goals. He also accomplished 7 figure

contribution margin increase YOY and 7 figure PO attainment from key accounts.

Mary Kumpel - Chief Financial Officer

Mary Kuempel is the CFO for the WAV group of companies, consisting of WAV, Last Mile Gear and MBSI WAV, a Canadian joint venture. She is a strategic

executive and proven leader with over 30 years of professional experience in high-growth start-up companies, turnaround and merger/acquisition

integration in the manufacturing, construction, services and technology industries in the US and Canada. With high proficiency in corporate governance,

financial forecasting, policy and systems development, Mary’s focus ensures that all areas of any company work together towards common goals and

believes that the culture of an organization determines its success.

Appendix: WAV Inc. Overview

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WAV Inc. - B2B value added distributor for internet services in the USA

Snapshot

Business Highlights

USA, Canada,

CaribbeanSales Regions

1996Year Founded

11,000# Business Clients

Norm Dumbroff - President & CEO

Norm founded POS Information Systems in 1990,

growing into WAV Inc. Norm’s vision of a value-added

company focused on customer-centric service has

remained the foundation of WAV’s success

Bob Nelson - COO

Bob brings more than 20 years of sales and business

leadership experience to our executive team. Bob is

responsible for growing WAV’s field sales organization,

leading the strategic planning process and building

partnerships and broader business relationships

WAV Inc. is a B2B value added distributor for over 50 wireless technologies and end-to-

end network solutions. Company is based in Chicago (US) and was founded 1996. WAV

Inc. provides service offerings to wireless internet service providers and managed

service providers in the North American market.

Recently, WAV Inc. has opened four new warehouses in Illinois, California, Texas and

New Jersey and signed distribution agreement with Baicells to distribute LTE solutions.

The new project, Latitude42 as its own corporate entity, will utilize on the existing WAV

infrastructure and business relationships, and bringing the Hardware-as-a-Service model

to the wired and wireless internet network market.

Source: WAV Inc. Management

2000 & 2002# Awarded

50+# Wireless technologies

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Source: WAV Inc. Management

WAV Inc. - B2B value added distributor for internet services in the USA

Service offering for wireless internet service provider (WISP) customers

Install microwave broadband and

LTE backhauls and access points on

towers

Install microwave broadband and

LTE subscriber modules on towers

to deliver Internet access where

fiber providers (Comcast, AT&T,

Google Fiber) can’t/won’t reach

The Channel

Backhauls, APs, SMs Towers Cables, Antennas, Lightning Protection

WISPInternet

Users

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This presentation contains summary information about Latitude42 Ltd and the Equity Token as is current as at 08 NOVEMBER 2019. The information in this presentation is of general background and contains only an

overview and summary of certain data selected by the management of Latitude42. It does not purport to be complete.

This presentation is not a prospectus, disclosure document or offering document under Singapore law, or under any other law. It is for informational purposes only. This presentation does not constitute an offer to

buy or sell, or a solicitation of an offer to buy or sell any investment product or security or instrument or participate in any particular trading strategy and no representation or warranty is given with respect to any

future offer or sale.

This presentation is not investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used for the basis of making an investment decision. The information contained in this

presentation may not be suitable for all buyers and is provided for general information only, without reference to the specific needs of any buyer. A recipient must make their own independent investigations,

consideration and evaluation of the Equity Token and Latitude42 recommends that buyers should obtain their own professional advice before making any purchasing decisions based on the information provided in

this presentation. The Equity Token can have no value.

The information and data contained in this presentation has been prepared based on information obtained from a variety of sources and is based on certain assumptions, information and conditions available at the

time of this presentation and may be subject to change at any time without notice. No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information, opinions

and conclusions contained in this presentation or any omission from this presentation or of any other written or oral information or opinions provided now or in the future to any person. While reasonable care has

been taken to ensure that facts stated in this presentation are accurate and/or that the opinions expressed are fair and reasonable, no reliance can be placed for any purpose whatsoever on the information contained

in this presentation or its completeness. Accordingly, no warranty whatsoever is given and no liability whatsoever is accepted for any loss arising whether directly or indirectly as a result of any person acting based on

this presentation

To the maximum extent permitted by law, Latitude42 and its related companies and the officers, directors, employees, advisers and agents of those entities do not accept any responsibility or liability including,

without limitation, any liability arising from fault or negligence on the part of any person, in relation to the accuracy or completeness of the information, statements, opinions or matters (express or implied) arising

out of, contained in or derived from this presentation or any omission from this presentation or of any other written or oral information or opinions provided now or in the future to any person or for any loss arising

from the use of the presentation or its contents or otherwise arising in connection with it.

The information contained in this presentation is proprietary to Latitude42 and its related companies. Any copying, re-publication or re-distribution of this presentation and any information provided in this

presentation is expressly prohibited without the prior written consent of Latitude42. This presentation is not for publication, distribution or release in or into the United States or to any jurisdiction in which the

publication, distribution or release of this presentation is unlawful or which would subject Latitude42 to any registration requirement within such jurisdiction, or to any person located in the such jurisdictions

(including the United States), and does not constitute an offer to sell, or a solicitation to buy, any securities in such jurisdictions (including the United States).

Disclaimer by

legal team

security token offering -sto · (wireless internet service provider) § this creates a real problem...

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