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Presentation to SLP,

Bangalore

Date: November 24, 2012

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PitchPreliminaryDiscussion

Term Sheet

DueDiligence &Definitive

Agreement

Completion

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Investor

Management

Control -

Restrictions

Exit

Board Level

Committee Participation

Chairman with casting vote

Transfer Restrictions

Quorum

Reserved Matters

Promoter Lock-in

Pre-emptive Rights

ROFR/ROFO

Anti-Dilution

Liquidation Preference

Strategic Sale

Liquidation

Tag/Drag Along

Put/Call Option

Mutual Termination Rights

Buy Back

Quorum

Shareholder Level

IPO

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Investor

Management

Control -

Restrictions

Exit

Board Level

Committee Participation

Chairman with casting vote

Transfer Restrictions

Quorum

Reserved Matters

Promoter Lock-in

Pre-emptive Rights

ROFR/ROFO

Anti-Dilution

Liquidation Preference

Strategic Sale

Liquidation

Tag/Drag Along

Put/Call Option

Mutual Termination Rights

Buy Back

Quorum

Shareholder Level

IPO

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(1) Changes rights, preferences orprivileges of the class of sharesthat investors are holding

(2) Changes authorized numberof shares of Equity &/orPreference

(3) Fund-raising veto of anyinstrument type, possibly with anamount cap

(4) Changes or waivers to thecompanys articles

(7) Mergers, CorporateReorganization, Sale of Control orany transactions that results insale of Company

(8) Limits on borrowing &exclusive licenses

(5) Changes to the Board size andcomposition

(6) Payment or Declaration ofDividends

ReservedMatters

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Restrictions

ROFO

ROFR

Anti-Dilution

LiquidationPreferences

Pre-emptiveRights

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None

Weighted Average- based

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

Entrepreneur bears

100% of

dilutive effects in a

downround;

Investor(s)

shareholding % is

maintained.

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Participation

Non-

Participation

Liquidation

Preferences

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 commonequivalent basis.

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 theOriginal 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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Call&Put

Option

Exit

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OtherProvisions

Law & Jurisdiction

ESOP

Guarantee &Security

Inter-Companydebts

ContinuingObligations

Assignment

Founders Activities

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Price

Amount raised

Price per share

ConversionPrice

FDI - FEMARegulation

PriceModifiers

Warrants &ESOPs

To be determined upfrontat 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