1

Providing innovative solutions to support the entire real estate

experience – on the largest social media platform in the world.

Leading Real Estate Platform on Social Media

Launched October 2011

2

Vision The business is being built on the vision that the Facebook platform and

ecosystem will become the overwhelming choice for real estate professionals to market and promote their services and properties.

Platform Reach More than 1 billion Facebook users worldwide – capturing 3/4 of consumer

time spent on social destinations. 150 million unique monthly Facebook users within the United States. 1.8 million licensed real estate professionals in the United States –

85% of all US real estate agents are currently using Facebook. N-Play can target all of these agents on the Facebook platform today.

3

Online Advertising Trend 90% of home buyers used the Internet to research homes. Online real estate ad spend to grow to $13.1 billion in 2012, or 55% of

overall real estate spend, as budgets shift away from traditional offline sources.

2001 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 201105

101520253035404550

Where buyers found the home they purchased.

Perc

en

tage

Courtesy of: Businessweek

Via Agent

Via Online

42%

33%

4

Homebuyers are unable to reach the agent website.

Agent websites have extremely low site traffic.

Current State: For the agent…the “web” is dead.

AgentWebsite

Homebuyer

5

Future State: For the agent…direct via Facebook. Social media is dynamic, connected, engaging, viral, ALIVE and everywhere.

AgentFacebookBusinessProfile

Homebuyers are able to find the agent directly on Facebook.

Agent’s Facebook business profile is free.

Homebuyer

6

N-Play has gone viral…

Key Stats 183,000 Active Agent

Subscribers 23,000 Agents with Listings 6,500+ Cities Represented 130,000 Active Property

Listings

Agent Subscribers

0

100,000

200,000

300,000

400,000

500,000

600,000

7

N-Play Product Offering

Agent Search | Home Search | Advertising | Website Lead

Generation | Offer Management | Agent Referrals CRM | Broker

Services | Buyer App

8

N-Play FounderMark Bloomfield is a seasoned entrepreneur having started, built and successfully sold several pioneering technology companies over a twenty-five year career.

Georgia Institute of Technology – Industrial and Systems Engineering (1975-1980)

Parrot Communications – Founder and CEO (1982-1985) Developed and manufactured first transportable cellular phone Sold to General Electric Mobile Radio Division (1985)

AudioFax – Founder and CEO (1986-1996) Developed pioneering patented technologies covering a wide range of

fax store-and-forward technologies Hundreds of millions of users worldwide are using these technologies Sold to Catch Curve, Inc. (1996)

AudioFax Licensing LLC – Founder and CEO (1996-2006) Licensed a portfolio of pioneering technology patents to companies Licensees: AT&T, MCI, Sprint, Cable and Wireless, Cisco, 3Com, J2

and Xpedite Patent portfolio sold to J2 (2006)

N-Play RE, LLC – Founder and CEO (2007-Present)

9

Market Comps Zillow and Trulia are real estate website businesses with similar

functionality to N-Play.

Zillow, Inc. Valuation StatisticsNasdaq: Z Info as of: 4/25/13

Market Capitalization $1.9 billion

Enterprise Value $1.7 billion

Revenues (TTM) $117 million

Gross Margin (TTM) $103 million

EBITDA (TTM) $12 million

Revenue Generation: EBITDA % 10.6%

1. Subscription fees from agents who wish to generate leads

2. Commissions through brokering prospective clients with lending institutions

3. Sells display ads on its home page and in the side bar of home listings

Trulia, Inc. Valuation StatisticsNYSE: TRLA Info as of: 4/25/13

Market Capitalization $974 million

Enterprise Value $911 million

Revenues (TTM) $68 million

Gross Margin (TTM) $58 million

EBITDA (TTM) $(7) million

Revenue Generation: EBITDA % -10.3%

1. Primarily from sales of subscription products to real estate professionals

2. Display advertising sold to leading real estate and consumer brand advertisers

Business Description: Provides consumers tools to research homes and

neighborhoods. Allows agents to market their listings and attract new clients.

Focused on empowering the consumer by delivering the "inside scoop" on homes,

neighborhoods and real estate agents.

Business Description: Provides consumers with data and information about

homes around the country. The information allows consumers to quickly glean the

specs of a home and a ballpark market price and also to contact a real estate agent if

the consumer wants to explore the lead in more detail.

10

Market Comps Zillow and Trulia have been publicly-traded companies for less than two

years and both have multi-million dollar market capitalizations. Based on a similar valuation methodology, management projects that N-

Play will be valued at $257 million by 2014.

Zillow Trulia N-Play N-Play

Info as of: 4/25/13 (Nasdaq:Z) (NYSE:TRLA) 12/31/2014

Market Capitalization $1.9 billion $974 million $25 million $257 million

Months in Existence 90 75 18 38

Valuation Drivers

Agent Subscribers 37,718 31,243 6,081 23,191 Avg. Monthly Rev/Subscriber $ 260 $ 194 $ 16 $ 61 Subscriber Acquisition Cost $ 5,120 $ 6,374 $ 4 $ 3 Monthly Subscriber Revenue Mult. 203.9x 160.4x 182.2x

11

Business Model Contrast

Zillow & Trulia N-Play Rationale

Core Revenue Model Third party advertising Agent support tools Business model is "pure play" for real

estate

MLS Listing Content Incomplete dataset Internet Data Exchange from MLS N-Play content is a complete dataset -

Zillow & Trulia are incomplete and data

can be manipulated

Interaction Limited interaction Extremely interactive N-Play is the ideal interactive tool for

agents to connect with potential

homebuyers and sellers

Agent Acquisition Cost In excess of $3,500 per subscriber Less than $5 per subscriber Acquisition cost clearly supports the

value proposition to real estate agents

Social Media Connectivity None High Real estate is the highest socially

connected industry

12

Financial Projections Using conservative estimates, N-Play is projected to have positive Net

Income by first quarter 2014.

2013 2014 2015 2016 2017

Total Revenue 2,092,975$ 16,927,013$ 30,912,553$ 47,699,101$ 67,366,657$

Cost of Goods Sold 1,130,794 8,840,521 16,022,765 24,604,294 34,618,908 Gross Profit 962,180 8,086,492 14,889,788 23,094,807 32,747,748

Gross Margin 46.0% 47.8% 48.2% 48.4% 48.6%

Total Expenses 3,066,163 3,731,486 2,953,187 2,953,187 2,953,187 EBITDA (2,103,983) 4,355,006 11,936,601 20,141,619 29,794,561

Net Margin -100.5% 25.7% 38.6% 42.2% 44.2%

Key AssumptionsREAD Members 313,000 553,000 803,000 1,053,000 1,303,000

Avg. Daily Ad User Additions 10 20 25 30 35 Cumulative Ad Users 3,743 11,043 20,168 31,118 43,893

% of Directory 1.2% 2.0% 2.5% 3.0% 3.4%

Avg. Daily IDX Additions 10 20 25 30 35 Cumulative IDX Users 4,848 12,148 21,273 32,223 44,998

% of Directory 1.5% 2.2% 2.6% 3.1% 3.5%

13

Investment Uses 90% of funds will go to hiring more Development and Marketing staff and

for marketing and advertising costs associated with marketing pay services.

Capital Use

Software Development $1.1 Million Projected cost to finish total

development of N-Play platform

Marketing and $900 Thousand $900 thousand budget will fund agent

Advertising membership growth to a total of 500,000

by Oct 2014

Customer Service $300 Thousand Increase customer service to support

growing membership base

Excess Working Capital $2.7 Million

Total $5.0 Million

14

Term Sheet

N-PLAY Offering

Issuer:

Security:

Amount of Issue:

Valuation and

Capitalization:

N-Play RE, LLC, a Delaware limited liability company (the

“Company”).

Class C Membership Units of the Company (the “Class C

Units”). The Class C Units will rank senior to all other equity

securities of the Company.

The aggregate amount of the offering of the Class C Units is

anticipated to be $5.0 Million.

This investment assumes a Company pre-money equity

valuation of $25.0 Million. Immediately after the closing, the

Class C Units will represent approximately 16.67% of the

Company’s equity on a fully-diluted basis including its issued

warrants (i.e., assuming all currently-issued warrants are

exercised in full).