First serve - 3-5-12

First Serve Asset Management, LLC

527 Madison Avenue, 6th FloorNew York, NY 10022

Tel: 212-702-7151

PAGE | 2CONFIDENTIAL AND NOT FOR DISTRIBUTION

Disclosure Statement

This Presentation is for discussion purposes only and has been prepared solely as a preliminary document to determine investor interest in First Serve Capital, LP. (the “Fund”). This Presentation shall not constitute an offer to sell or the solicitation of any offer to buy which may only be made at the time a qualified investor receives a final confidential private placement memorandum (the “Memorandum”) and related fund documents (the “Fund Documents”). In the event of any inconsistency between this Presentation and the Fund Documents, the Fund Documents shall govern.

This presentation is strictly confidential and is not to be provided to any person without the approval of First Serve Asset Management, LLC. (“First Serve”). The sample investments selected in this presentation are for illustration purposes only, and are included solely to demonstrate the Fund’s intended investment strategies. There can be no assurance that the success of the investments included in this Presentation will be achieved by the Fund, nor are the sample investments fully representative of the type of investments the Fund intend to make. An investment in the Fund will involve significant risks, including the risk of loss of the amount invested.

Although this presentation has been prepared from public and private sources and data we believe to be reliable, we make no representations as to its accuracy or completeness of this information. In considering any prior performance contained herein of the First Serve investment team, either individually or as part of another organization, prospective investors should bear in mind that past performance is no guarantee of future results and that such individuals may not have been solely responsible for such performance. There can be no assurance that the Fund will achieve comparable results. There can be no assurance that any targeted returns contained in this Presentation can be realized or that actual results will not be materially lower than those targeted.


Table of Contents

3 Executive Summary

4 Key Differentiators

5 Investment Outlook

6 Investment Approach

7 Investment Process

8 Portfolio Construction

9 Risk Management

10 Portfolio Manager Background

11 Summary of Fund Terms and Service Providers

12 Management Biography

13 Appendix


Executive Summary

StrategyLong/short energy Fund focused on investing across the capital structure in a diversified portfolio of global energy opportunities

Objective

To achieve consistent, absolute returns, uncorrelated to the broader markets, while mitigating risk and preserving capital across all market environments

Seek to generate alpha on both the long and short side of the portfolio and reduce volatility through hedging of the portfolio and position sizing

Investment Approach

Employ intensive, fundamental research to isolate macro inefficiencies and exploit micro situations

Proven and repeatable investment process focused on identifying companies with catalyst driven upside and valuation supported downside

Liquidity is a key risk management tool; typically 80% of the portfolio can be liquidated within 3 business days

Management/Industry Experience

Portfolio Manager, Wayne Geffen has over 8 years of direct research and portfolio management expertise in the energy and related sectors

Co-managed over $100 million in assets for private clients and institutional investors

Member of NAPIA (National Association of Petroleum Investment Analysts )

Alignment of Interests

Portfolio Manager has a significant portion of his liquid net worth invested in the Fund’s top positions.

Institutional infrastructure where the firm and capital are managed with the highest level of integrity, transparency and open communication


Key Differentiators

Disciplined Process

Vigilant investment process to isolate macro themes and exploit micro themes

Concentrated “best ideas” portfolio with a high degree of conviction and knowledge of individual holdings

Disciplined risk management controls able to adapt in volatile market conditions to conserve capital in stressed markets

Sector Focused Approach

Sole focus on energy, where the Portfolio Manager’s core experience has been time-tested

Portfolio construction diversified within energy to dispense risk

Ability to invest across multiple commodity sectors by identifying undervalued securities and catalyst-driven plays across the capital structure

Researching and trading energy companies over many years allows the Portfolio Manager to process information quickly and profit from opportunities that present themselves

Energy Investing Expertise

Portfolio Manager with distinctive understanding of the inefficiencies in quantitative analysis surrounding the geology, technology and land values

Impressive track record of alpha generation on both the long and short side of the portfolio

Deep industry contacts across energy, commodity and volatility trading spaces allow for idea generation and assist in the due diligence process

Nimble Fund SizeFund size allows for nimble investment decisions and the flexibility to react and adapt the portfolio quickly in ever changing market conditions

First Serve believes that there are several key differentiators that will enable the Fund to generate positive, uncorrelated returns over market cycles.


Investment Outlook

As commodity reserves decrease, inflation will likely increase

GDP will likely grow as inflation rises

Highly volatile market fraught with insufficiently evaluated companies, present unique opportunities

Benefits of natural gas are growing in popularity

Significant opportunity to capitalize on macro inefficiencies and generate alpha

on both longs and shorts

Worldwide political conflicts remain elevated

Investment Outlook

The Portfolio Manager is enthusiastic about the current and future opportunity set for energy investing. A “domino effect” of factors, driven by our global, constant need for energy, makes for a fertile investing ground.


Investment Approach

First Serve invests in energy companies with catalyst driven upside and valuation supported downside. The Fund looks to invest in companies at attractive valuations, who have superior management, strong cash flows and hard assets whose values are likely to increase over time.

Invests in equities on both the long and short side, as well as futures, options, commodities, and ETFs

Allocate capital and trade positions based upon continued viability of catalyst vis a vis valuation

Construct a portfolio to capture returns from the disparity of valuations within and between various sub-sectors across the energy chain

Utilize equity shorts selectively where a fundamental dislocation is identified and a near-term negative catalyst is expected to trigger a re-valuation

Short positions will generally be used as either alpha generators, or as hedges against long positions. When appropriate, options and select ETFs will be used to mitigate risk.

Rigorous fundamental selection methodology in the context of bottom-up investment themes to capture alpha in both up and down energy markets

Both macro and micro views are examined and incorporated into each investment thesis

Identify significantly mispriced energy equities while efficiently capturing exploration opportunity in correlation to commodity price volatility

Opportunistic Investment Style

Research Driven Approach

Portfolio Construction

Dynamic Hedging


Investment Process

The Fund adheres to a fundamentally driven research process that identifies macro and micro themes to find mispriced, alpha generating securities. The exhaustive investment process is both quantitative and qualitative, and is reevaluated daily.

Idea Generation

• Analyze current macro environment and themes

• Access political landscape and economic environments

Research and Quantitative

Analysis

Proprietary in-house models to identify:

• Relative value

• P/E, P/B, RNAV

• Cash flow, discount risk/reward

• Book value, tangible book value

Research and Qualitative

Analysis

• Meetings with management and industry contacts

• Conversations with highly qualified consultants

• Scour news sources and trade periodicals

• Attend industry conferences

Execution and Monitoring

• Size positions based on investment thesis and conviction level

• Establish buy/sell targets, timeline and risk/reward

• Strict attention to fundamental changes, risk/reward, overall portfolio performance and macro changes

• Constantly monitor on a daily basis


Portfolio Construction

The Fund constructs the portfolio to perform over the long term and withstand volatility, while remaining liquid.

Long Exposure 50%-150%

Short Exposure 0-50%

Number of Positions

10-20

Holding PeriodShort-Term – opportunistic trades (days to weeks)

Long-Term – month to years

Concentrations Global Energy Sector

Investment Instruments

Equities: 75-100%

Options: 0-20%

Commodities: 0-20%

Futures: 0-20%

Cash: 0-50%


Risk Management

Vigilant risk management practices are embedded in the portfolio and in business practices to ensure superior investing, while minimizing downside risk.

Strict Investment Discipline

Daily position re-evaluation

Institutional Infrastructure

Utilization of outsourced, independent, professional services of the highest caliber, including Trading, Outsourced Middle/Back office, Prime Brokerage, Fund Administration, Audit/Tax, Legal and Compliance and IT

Clear separation of function responsibilities

Strong counterparty relationships

Business Continuity Comprehensive disaster recovery and business continuity plan (DRBC)

Liquidity MeasuresPosition and portfolio liquidity, measured as a percentage of a security’s average daily trading volume. Portfolio is adjusted to maintain that 80% of the portfolio can be liquidated within 3 days.

Trading Daily cash and trade reconciliation

HedgingShort positions to hedge out risk on a position level

ETFs and options as tail risk hedges


Background of Wayne Geffen, Portfolio Manager

Wayne Geffen, Managing Member and Portfolio Manager, has direct energy related industry experience across research and portfolio management and a track record of outperformance.

2011 - Present

First Serve Asset Management

Formed First Serve Capital and serves as Portfolio Manager

Primary responsibility for research, idea generation and oversight of portfolio and firm

2005-2011

Burnham Asset Management

Served as Portfolio Manager and Analyst responsible for managing an Energy focused managed account platform and employing research and idea generation for a $100mm Fund, respectively

Ideas guided the Fund to consistent track record of outperformance

2005

Mendon Capital Advisors

Worked as a Research Analyst and provided investment recommendations across the energy sector

Educationand Affiliations

New York University, BA in Economics

Member of NAPIA (National Association of Petroleum Investment Analysts)


Summary of Fund Terms and Service Providers

Minimum Subscription

$500,000

Management Fees 2.0%

Performance Fees 20.0%

Lock-up One Year, with a 2.0% penalty to the Fund if redeemed before 12 month anniversary

Subscription Monthly

Redemptions Quarterly with 45 days notice

Auditor Spicer Jeffries, LLP

Prime Broker J. P. Morgan Clearing Corp.

Legal/Compliance Karlen & Stolzar, LLP

Administrator Meridian Fund Services (US), LLC


Portfolio Manager Biography

Wayne Geffen is the Managing Member and Portfolio Manager of First Serve Asset Management. Prior to founding First Serve, Mr. Geffen was a Portfolio Manager at Burnham Asset Management (2005 to 2011) where he was responsible for executing research and idea generation for a $100mm portfolio. In addition, Mr. Geffen served as the Portfolio Manger of a separately managed account focusing on Global Energy (2007 to 2011). Mr. Geffen began his career as an analyst at Mendon Capital Advisors, where he covered the financial sector (2005).

Mr. Geffen’s other credentials include being a registered representative of Concept Capital Markets, LLC, a FINRA registered broker-dealer. He is also an Independent Advisor Representative (IAR) of Concept Asset Management - a division of Concept Capital Markets, LLC - which is an SEC registered Investment Adviser. He is also a recognized member of The National Association of Petroleum Investment Analysts (NAPIA), an organization of approximately 250 members representing financial institutions, investment banks, mutual funds, credit rating agencies, pension funds, investment advisors, trusts, banks, insurance companies, and other institutional investment entities.

Mr. Geffen received a BA in Economics from New York University.

Wayne Geffen

Portfolio Manager and Founder

A P P E N D I X


Sample Investment MMR: McMoran Exploration

Financials (Post PXP Deal)

Share Price: 14.48 (3/1/12)Average Cost: 9.50Basic Shares Outstanding: 95.56.75% Mand. Preferred: 10.78% Perpt. Preferred: 3.25.5% Convertible Debt: 4.5Shares to be Issued to PXP: 51.0New 5.75 Perpt. Preferred: 43.8New 4% Convertible Debt: 12.5Fully-Diluted Shares: 221.2Proved Reserves: 307 Bcfe; 70% Gas 30% OilUltra Deep Unrisked Potential (Tcfe): 14.4+Total Cash: 1.1B

Investment Thesis

McMoran’s risk/reward profile continues to be attractive with significant upside potential.

Valuation

Natural Gas Price: $2.00 in the ground Proven: 4.192P: 5.40BBH: 1.36 (100 Bcfe)DJ: 2.73 (100 Bcfe)BBW: 2.73 (100 Bcfe)Laphroaig, Hurricane Deep, Boudin, Platte: 5.11 (750 Bcfe)1 Tcfe Ultra-Deep Potential: 6.82Cash-Fully Diluted: 4.93Liabilities, Converts, Preferred: -5.15Target Price: $26.76Share Price if Ultra-Deep is 5 Tcfe (Out of 100 Potential): $54.04Natural Gas Price: $2.00 in the ground

Background

The company recently purchased shallow water GOM assets from Plains Exploration and has 3 high impact ultra-deep prospects currently drilling. These 3 wells have the potential to produce a massive 100+ Tcfe prize (1 Tcfe = 1 Trillion cubic feet of gas equivalent). If the company were to only discover 4Tcfe gross, that would increase McMoran’s reserve base by approximately 650%. According to independent auditor Netherland Sewell, the first Davy Jones well alone, discovered earlier this year, has potential to produce 5 Tcfe (MMR believes the Davy Jones prospects will eventually add up to ~45 Tcfe). Complimenting their exciting ultra-deep shelf, McMoran deep-shelf prospects has the potential for significant growth while providing additional underlying value and cash flow.

Catalysts

In the next 3-6 months, MMR’s 3 high impact ultra-deep prospects will reach TD. Specifically, the results from the second Davy Jones prospect, Blackbeard East, and Lafitte will be announced. Each well is a “company maker”, providing at a minimum, 80% of McMoran’s current year end proven reserves (assigning 200 bcfe per well), while de-risking the 100 tcfe model along the way. Probable (2P) reserves would appreciate significantly with each discovery, well north of 100% per well. On the deep gas front, a current pipeline of four prospects could produce as much as 750 Bcfe gross unrisked potential. Long term, each discovery- deep and ultra-deep- will increase the value of McMoran’s leases, adding additional financial flexibility and value.

Conclusion

McMoran is on the brink of discovering one of the last untouched major oil and gas trends in this Gulf of Mexico and ultimately rewriting every geological model for prospects in the Gulf. McMoran not only strategically acquired all of the essential leases, it locked in all the available rigs necessary to become the premier ultra-deep shelf driller in the Gulf. With the recent PXP acquisition completed, McMoran has the financial flexibility to prove up the model, and then bridge the gap for production financing and increase cash flow.

Sample Investment TPLM: Triangle Petroleum


Financials

Share Price: 7.62 (3/1/12)

Average Cost: 5.90

Basic Shares Outstanding: 43.3M

Debt Outstanding: 0

Cash: 94mm

Cash/Share: 2.17

Total Acres: 83,500

TEV/Acres: 2,412

RockPile: Vertical Integration

Investment Thesis

Triangle Petroleum’s risk/reward profile continues to be attractive with significant upside potential from both micro and macro catalysts.

Valuation

Oil Price: $100 Net Acres: 83,500 (Bakken)Acreage in ND: 30,000 (12k acre) 8.50 – 10.39 Acreage in Montana: 50,500 (1k acre) 1.17 – 3.49Production: 550 boepd - - ex. op. well 0.50Production: 5 op. wells 700 boepd 30day rate 1.00-2.00Rock Pile: 0.50Cash-Fully Diluted 90mm - 2.8 50% value 1.4Liabilities, Converts, Preferred: 0Base Case Land Value Target Price: $13.07Upside Target Price (15k ND, 3k MD): $18.28

Background

Triangle is a high growth-oriented exploration and production company whose aim is to deliver profitability by rapidly exploiting and monetizing their oil rich Bakken acreage. Triangle’s 29k core acreage sits in Brigham Exploration Company’s highly successful North Dakota Rough Rider prospect. In Montana, Triangle opportunistically acquired over 54,000 acres at attractive lease terms for less than $500 an acre in a region that continues to be de-risked by it’s peers thereby providing significant upside. The Montana acreage has increased in value as the “sweet spots” of the Bakken (high production rates allowing oil to flow into the wellbore at higher rates than other parts) converge on Triangles acreage. To further enhance efficiency and strengthen their position, Triangle vertically integrated their business with the formation of RockPile Energy Services, a majority-owned subsidiary focused on providing safe, cost effective, hydraulic fracturing services . With over 350 wells awaiting completion, RockPile will not only provide Triangle with immediate well completion services, but it stands to benefit from the nearly $10bn a year pressure pumping and well service business in the Bakken.

Catalysts

Triangle enters 2012 with multiple exciting catalysts. Starting in Q2, Triangle will complete their first operated wells that were spudded in Q4/11. This should not only grow their production by more than 300% but further de-risk their North Dakota acreage. With a clear vision to bring acreage to production efficiently and at the lowest cost possible, RockPile should be fully operational by July. As Samson Oil & Gas and Whiting Petroleum de-risk the area by provide drilling results for projects which lie adjacent to Triangle’s speculative Montana acreage, the company plans to seek multiple potential joint venture partners to support their growth. This will provide the quickest and most efficient way to extract value. Management continues to be extremely vocal about achieving these goals and ultimately selling the company after they reach their maximum capacity to de-risk their acreage.

Conclusion

Triangle, with a strong balance sheet and liquidity position, is well positioned in one of the fastest growing oil plays in the United States. With a clear vision to quickly monetize their low-risk acreage, Triangle’s growth strategy for oil and gas exploration while effectively managing expenditures should quickly unlock value that the market has overlooked.


Certain Risks of Hedge Fund Investing

Due to the risks of investing in a hedge fund, it is important to perform proper due diligence in evaluating and choosing fund managers to place your money with. Additional information on hedge funds is available from several sources including (in the United States) the SEC -- Hedging Your Bests: A Heads Up on Hedge Funds and Funds of Hedge Funds (http://www.sec.gov/answers/hedge.htm) and the Financial Industry Regulatory Authority -- FINRA Investor Alert – Funds of Hedge Funds – Higher Costs and Risks for Higher Potential Returns. (http://www.finra.org/Investors/ProtectYourself/InvestorAlerts/MutualFunds/P006028)

This summary of certain risks is not a complete list of the risks and other important disclosures involved in investing in a hedge fund and is subject to the more complete disclosures contained in a specific hedge fund’s respective offering documents. You should read those documents carefully before you invest to determine whether an investment is suitable for you in light of, among other things, your financial situation, need for liquidity, tax situation, and other investments.

Privately offered investment vehicles commonly called hedge funds (“Hedge Funds,” which include fund of funds) are unregistered private collective investment funds that invest and trade in many different markets, strategies, and instruments (including securities, non-securities, and derivatives). There are substantial risks of investing in Hedge Funds. You could lose all or a substantial portion of your investment in a Hedge Fund. You must have the financial ability, sophistication, experience, and willingness to bear the risks of an investment in a Hedge Fund. An investment in a Hedge Fund entails risks that are different from more traditional investments and is not suitable or desirable for all investors. Only qualified eligible investors should invest in Hedge Funds. You should obtain investment and tax advice from your advisers before deciding to invest.

The risks associated with investing in a Hedge Fund generally include:

* Limited Regulatory Oversight - Since Hedge Funds are typically private investments, they do not face the same oversight and scrutiny from financial regulatory entities such as the Securities and Exchange Commission (“SEC”) or the UK’s Financial Services Authority (“FSA”) and are not subject to the same regulatory requirements as regulated open-end investment companies, mutual funds or Undertakings for Collective Investment in Transferable Securities (“UCITS”), including requirements for such entities to provide certain periodic pricing and valuation information to investors, or certain closed-end investment companies. Hedge fund offering documents are not reviewed or approved by the SEC or any US state securities administrator or by the FSA or any other national, supra-national or local regulatory body. Also, managers may not be required by law or regulation to supply investors with their portfolio holdings, pricing, or valuation information.

* Portfolio Concentration; Volatility - Many Hedge Funds may have a more concentrated or less diversified portfolio than an average mutual fund, UCITS, or other authorized collective investment scheme. For example, a mutual fund or other authorized collective investment scheme may have 100 to 200 positions while a Hedge Fund can average between 25 and 45 positions. While a more concentrated portfolio can have good results when a manager is correct, it can also cause a portfolio to have higher volatility.

* Strategy Risk - Many Hedge Funds employ a single investment strategy. Thus, a Hedge Fund or even a fund of Hedge Funds may be subject to strategy risk, associated with the failure or deterioration of an entire strategy. Strategy specific losses can result from excessive concentration by multiple Hedge Fund managers in the same investment or broad events that adversely affect particular strategies.

* Use of Leverage and Other Speculative Investment Practices - Since many Hedge Fund managers use leverage and speculative investment strategies such as options and short sales, investors should be aware of the potential risks. When used prudently and for the purpose of risk reduction, these instruments can add value to a portfolio. However, when leverage is used excessively and the market goes down, a portfolio can suffer tremendously. Also, managers can face additional risk when selling short. In theory, the loss associated with shorted stocks is infinite, because stocks can go up indefinitely. So, while selling short can add return and risk reduction to a portfolio, managers need to pay special attention to their short positions. In the same way, when options are used to hedge a portfolio (i.e., short calls and buy puts), the portfolio’s volatility can be reduced. However, when options are used to speculate (i.e., buy calls, short puts), a portfolio’s returns can suffer and the risk of the portfolio can increase.

* Valuations – Further there have been a number of high profile instances where Hedge Fund managers have mispriced portfolios, either as an act of fraud or negligence. A fund of funds manager will look to the underlying Hedge Fund managers for fair valuations of the portfolio’s interest in their funds. However, the fund of funds manager is limited to some extent in terms of verifying the accuracy of the valuations utilized by the Hedge Fund managers.

* Past Performance - Past performance is not necessarily indicative and is not a guarantee of a Hedge Fund’s future results or performance. Some Hedge Funds may have little or no operating history or performance and may use hypothetical or pro forma performance that may not reflect actual trading done by the manager or advisor and should be reviewed carefully. Investors should not place undue reliance on hypothetical or pro forma performance.

* Limited Liquidity - Investors in Hedge Funds often have limited rights to redeem or transfer their investments. In addition, since Hedge Funds are not listed on any exchange, it is not expected that there will be a secondary market for them. Repurchases may be available, but only on a limited basis. A Hedge Fund’s manager may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for the Hedge Fund.

* Tax Risks – Investors in certain jurisdictions and in Hedge Funds may be subject to pass-through tax treatment on their investment. This may result in an investor incurring tax liabilities during a year in which the investor does not receive a distribution of any cash from the Fund. In addition, an investor may not receive any or only limited tax information from Hedge Fund and funds of Hedge Funds may not receive tax information from underlying managers in a sufficiently timely manner to enable an investor to file its return without requesting an extension of time to file. In certain jurisdictions a lack of tax information may result in an Investor being taxed on a deemed basis at an adverse rate of tax.

* Fees and Expenses - Some fund of Hedge Funds are structured such that there are two levels of fees - one for the underlying Hedge Fund managers and one for the fund of Hedge Funds manager - which could result in a greater expense than would be associated with direct investment in a Hedge Fund. In addition, each underlying fund manager may charge an incentive fee on new profits regardless of whether the overall operations of the fund of Hedge Funds are profitable. You should thoroughly check the fee structure to determine if this is the case for a fund of funds, or if the marginal increase in fees and expenses is worth the diversification and service the fund of funds offers.

* Reliance on Fund Manager; Lack of Transparency - A Hedge Fund’s manager or adviser has total trading authority over the Hedge Fund. There is often a lack of transparency as to a Hedge Fund’s underlying investments. As to a fund of Hedge Funds, the Fund’s manager may have complete discretion to invest in various underlying Hedge Funds without disclosure thereof to investors. Because of this lack of transparency, an investor may be unable to monitor the specific investments made by the Hedge Fund or to know whether the underlying fund’s investments are consistent with the Hedge Fund’s historic investment philosophy or risk levels. Some funds of Hedge Funds and their managers or advisors may rely on trading expertise and experience of third party managers or advisors, the identity of which may not be disclosed to investors. Due to the risks mentioned above, it is important to perform proper due diligence in evaluating and choosing Hedge Fund managers to place your money with. There have been occasions when Hedge Fund managers took on too much risk in their portfolio and lost a substantial amount of their investors’ money.

•* Index returns are shown only to illustrate common measures of market performance and are not representative of any particular product. Indexes are unmanaged, do not incur fees, costs and expenses, and cannot be invested in directly


Contact Us

Wayne GeffenManaging Member

First Serve Asset Management, LLC

527 Madison Avenue 6th FloorNew York, New York 10022

(212) 702-7151 [email protected]

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