1. “ New” VC Common Share Term Sheets Presentation begins at 8am

2. Agenda About Stirling Mercantile VC Activity BC Seed Financings Financings Can Be Smaller The Funding Chasm Terms Comparison Similar Terms Closing and Timing Summary

4. About Stirling Mercantile

6. VC Activity

9. Release early and release often, get traction If you build it, they will come GoTo Market Philosophy Open, APIs and data sharing Closed Philosophy LAMP, open source, Ajax and ruby on rails , JBOD Sun, Oracle, EMC = Big $$$ Tech platform Proven Unproven Business Models VC - $5m or trade sale VC - $10 - 20m Second Round Funding Angels - $0.1 - 2m VC - $5 - 10m First Round Funding Scaling back end, adding more features/functionality Building product, marketing $ to acquire users $ used for Lots of users and rich interaction No users, great idea Milestone for VC Funding Channel partners and viral marketing Spend $$$, advertising Customer acquisition 200,000 users 10,000 users Critical Mass Web 2005 Web 1999/2000

10. “ Web 2.0”

12. The Funding Chasm F, F & E Seed, Angel Series A Series B Year 1 2 3 4 5 Beta Customers Early Adopters Crossing the Chasm Mainstream Growth Design Beta V. 1 V. 2 IP Roadmap Funding Roadmap Funding Chasm

13. Terms Comparison Conversion to same class as others (prefs) in future financings Conversion to commons for sale or IPO Usually none. Occasionally ROI minimum of 2x Liquidation preference Common shares Preferred shares New Seed Terms Typical Series A Terms

14. Terms Comparison Drag-along provision Comprehensive shareholder agreement Usually none Retraction and redemption Board representation Control of fundamental changes New Seed Terms Typical Series A Terms

15. Similar Terms Anti-dilution and price protection Anti-dilution and price protection Usually board representation Board representation ESOP and Vesting ESOP and Vesting Right to participate in future financings and RoFR Right to participate in future financings and RoFR New Seed Terms Typical Series A Terms

16. Closing and Timing $10,000 legals $40,000 legals Typically 2 months to close Typically 6 months to close New Seed Terms Typical Series A Terms