Presentation to SLP, Bangalore

Date: November 24, 2012

Pitch

Preliminary Discussion

Term Sheet

Due Diligence & Definitive Agreement

Completion

Monday, November 26, 2012

Term Sheet

Board Provisions Investment Instruments Anti-dilution Provisions Reps & Warranties

Price

Reserved Matters Condition Precedents Liquidation Preferences Other Provisions

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Indemnity

Major Rights

Exit-Options

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Chairman with casting vote Board Level Management Quorum Committee Participation Reserved Matters Quorum Shareholder Level Promoter Lock-in ROFR/ROFO

Transfer Restrictions

Investor

Control Restrictions

Anti-Dilution Liquidation Preference Pre-emptive Rights Mutual Termination Rights Strategic Sale

Exit

Liquidation Tag/Drag Along Buy Back Put/Call Option

IPO

Chairman with casting vote Board Level Management Quorum Committee Participation Reserved Matters Quorum Shareholder Level Promoter Lock-in ROFR/ROFO

Transfer Restrictions

Investor

Control Restrictions

Anti-Dilution Liquidation Preference Pre-emptive Rights Mutual Termination Rights Strategic Sale

Exit

Liquidation Tag/Drag Along Buy Back Put/Call Option

IPO

(1) Changes rights, preferences or privileges of the class of shares that investors are holding (2) Changes authorized number of shares of Equity &/or Preference

(3) Fund-raising veto of any instrument type, possibly with an amount cap (4) Changes or waivers to the companys articles

Reserved Matters
(7) Mergers, Corporate Reorganization, Sale of Control or any transactions that results in sale of Company
(8) Limits on borrowing & exclusive licenses
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(5) Changes to the Board size and composition (6) Payment or Declaration of Dividends

ROFO

Pre-emptive Rights

ROFR

Restr ictio ns

Liquidation Preferences

AntiDilution

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None Weighted Average - based

Entrepreneur bears 100% of dilutive effects in a downround; Investor(s) shareholding % is maintained. Monday, November 26, 2012

Full ratchet

For Weighted Average, investor(s) and entrepreneur share the dilutive effect. CP2 = CP1 (A+B) (A+C) where CP2 = New Conversion Price CP1 = Prior Conversion Price A = # of shares outstanding prior to current round B = ($ raised in current round CP1) = # of shares issued as if raised at Prior Conversion Price C = # of shares issued in current round

Liquidation Preferences

Participation

Participation: After the payment of the Liquidation Preference to the holders of the Preference Shares, the remaining assets shall be distributed ratably to the holders of the Equity Shares and the Preference Shares on a common equivalent basis.

NonParticipation

OR; provided that the holders of Preference Shares will stop participating once they have received a total liquidation amount per share equal to [X] times the Original Purchase Price, plus any declared but unpaid dividends. Thereafter, the remaining assets shall be distributed ratably to the holders of the Equity Shares.

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Exit

Call & Put Option

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Inter-Company debts Guarantee & Security Continuing Obligations

ESOP

Assignment

Law & Jurisdiction

Other Provisions

Founders Activities

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Amount raised

Warrants & ESOPs

Price Modifiers

Price

Price per share

Conversion Price

FDI - FEMA Regulation

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To be determined upfront at the time of issue Not be less than FMV Valuation DCF Method for unlisted Companies and SEBI(ICDR) Reg. for listed Companies
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Corporate Team

Monday, November 26, 2012

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