Early Stage Marketplace Data ©

Slide 2 Life in the Liquidity Food Chain – ProblemSlide 3 Life in the Liquidity Food Chain – SolutionSlide 4 The Liquidity Food Chain Slide 5 Art of Investing vs. Science of Investing Slide 6 Members of the Early Stage Slide 7 Buying & Selling in the Early Stage Slide 8 VCs Sell to Validation PartnersSlide 9 VCs Buy from Sponsored SourcesSlide 10 Size of Angel MarketSlide 11 - 14 Private Market Providers & the Rise of the InternetSlide 15– 18 Changing Global Demand – BRIC & Beyond

Elliott Dahan The Growth Group elliott@thegrowthgroup.com 650 814 7644

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LIFE IN THE LIQUIDITY FOOD CHAIN

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THE PROBLEM

All Startups need BOTH Validation and Funding

LIFE IN THE LIQUIDITY FOOD CHAIN

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THE SOLUTION

Create a global marketplace that satisfies the self interests of each

member of the Early Stage Community

The Liquidity Food Chain

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BUY EXIT - IPO & Corporate M&A (2) SELL

PRE-IPO - Private Networks (Sharespost/2ndMarket)

GROWTH – Alternative Trading Systems, Series B +++, Corp Dev /Corp M&A

EXPANSION - Series A/B – VC / Corp Dev

THE EARLY STAGE MARKETPLACEEarly Stage Funders – Angels/VCs/Work-For-HireSponsoring Organizations – Accelerators, Incubators, Univ. Public & Private Mentoring Organizations Sponsored Companies – startupsValidation Partners (1) – Corporate Partners / Corp. Dev.

BUY

NOTES (1) Validation Partners can provide either funding and or partnership (2) “venture capitalists report selling to a public company (49.9%) as the most likely course of action for a liquidity event. Nearly 24.6% indicate their plans to sell to a private company while 16.8% are planning for an initial public offering.” Pepperdine – “Private Capital Markets Project” – August 2009

SELL

BUYING DECISIONS OF THE LIQUIDITY FOOD CHAIN

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Public IPO / Corp. M&A

Pre-ExitPMN – 2ndMkt / Sharespost /VCs/PE/Corp M&A

Series B++ATS – Xpert Financial/ VC /Corp Dev

Early Stage Marketplace Angels/VCs/Corp Dev Seed/Series A

ART of Investing SCIENCE of Investing

Hardcore Financial Data Corp M&A

Short term / LiquidityCorp M&A

Strong PotentialCorp Development

Team / Mkt Size / Solution /. . “GUT”

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The Members of the Early Stage Community (www.earlystagemarketplace.com)

EARLY STAGE MEMBERS ARE CONSTANTLY BUYING AND SELLING FROM EACH OTHER

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ESM MEMBER BUY FROM SELL TO

Validation Partner Sponsored CompaniesFunders

Internal Oper. Divisions, Funders, Corp Spinout VCs

Sponsoring Organizations

Sponsored Companies Funders, Non Profit Grants,Corp. Sponsorships, Mentors/Advisors/Pro Bono

Sponsored Companies

Sponsoring Organizations

Sponsoring Orgs, Funders, Validation Partners, other Sponsored Companies

Funders Sponsored Companies,Tech Transfers, Corp. Spinouts, Funders

Validation Partners, Upstream Funders, Funders to syndicate current round

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VCs & Validation Partners Working Together in the Early Stage Collaboration Community

Pepperdine – “Private Capital Markets Project” – August 2009

“Regarding exit plans, venture capitalists report selling to a public company (49.9%) as the most likely course of action for a liquidity event. Nearly 24.6% indicate their plans to sell to a private company while 16.8% are planning for an initial public offering.”

VCs report that 75% of their projected Exit/Liquidity will be with Validation Partners

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VCs and Deal Flow Sources Pepperdine – “Private Capital Markets Project” – August

2009

“Deal flow comes from a variety of sources. The largest category is entrepreneurs themselves (26.6%) followed by members (25.9%) and word of mouth (13.5%).”

1) 85% of VC Deal Flow is sourced from a “Sponsor” with 12% sourced from Other and 4% from Websites

2) “Vouching” is important at all levels – From the Angellist homepage -

“Who do you trust? Who do you know? -

SIZE OF ANGEL MARKET• Angel investors are estimated to provide 90 percent of the seed and start-up

capital in this country— for 30,000 to 50,000 companies per year. Angels invest $15 to $30 billion per year in U.S. start-up companies

 William H. Payne Entrepreneur, Angel Investor, and Kauffman Foundation Entrepreneur-in-Residence 2010 Ewing Marion Kauffman Foundation

• SBA estimates that there are at least 250,000 angels active in the country, funding about 30,000 small companies a year. The total investment from angels has been estimated at anywhere from $20 billion to $50 billion as compared to the $3 to $5 billion per year that the formal venture capital community invests. http://www.smallbusinessnotes.com/ 2010

• EBAN estimates that the number of business angels in Europe is around 75,000, a small number in comparison to the US, which has an estimated 250,000. The European angel market represents circa 25% of the American angel market. EBAN (European Business Angel Network) White Paper 2010

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Private Market ProvidersCOMPANY LICENSE

NEEDEDSTAGE TRANSACTION TYPE

LINEAR OR COMMUNITY

MicroVest No Seed Linear - aggregates to invest in global micro for profit funds

Angel List No Seed-Series A Linear - startup to Angel - good example of VouchingAngelsoft No Seed-Series A Linear - startup to Angel - application driven - deal flow

tools - no Vouching

Angel Pool No Seed-Series A Linear - Angel to Angel syndicationAngel Bridge No Seed-Series A Linear - Angel to Angel syndicationXpert Financial Yes Mid Growth Linear - Private Offerings, Secondary Markets -

Broker/Dealer to Investor

Axial Market Yes Mid Growth Linear - Private Placements - Broker/Dealer to InvestorSharespost Yes Late Growth Linear - Pre IPO companies NOTE 1Second Market Yes Late Growth Linear - Pre IPO companiesESM NO Seed-Series A Collaborate Community -

(1) has its own special-purpose funds to buy up private-company shares and charge participants a 5 percent fee to manage them. Sharespost has raised three such funds — two for Facebook shares and one for shares in LinkedIn, which is in registration for IPO. 11

“The New Financial Matchmakers” Bob Rice Booz & Com Summer 2011

“ a new generation of private securities platforms that has begun to emerge over the past few years provides much more (than traditional platforms): opportunity discovery and recommendation engines; analytics and evaluation tools; secure virtual diligence rooms with tiered access rights; industry benchmarks and comparables; deal and deal flow management systems.

These platforms also offer the reach equal to that of the Internet itself.”

The Early Stage platform is not Linear – it is a Community where all members are both Buyers and Sellers – constant transactions between Members

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SEC may let startups use social networks to raise money April 9, 2011 | Dean Takahashi

Federal securities regulators are weighing demands to make it easier for fast-growing companies to use social networks such as Facebook and Twitter to raise money by tapping thousands of investors for very small amounts of shares.

The Securities and Exchange Commission is looking at adapting its rules to encourage Internet-age techniques for small companies raising capital. The issue is part of a wider review by the agency into whether to ease decades-old constraints on share issues by closely held companies.

Crowd funding could be a cheap source of cash, competing with angel investors who specialize in giving seed rounds to start-ups. Since the amounts of money are small, the downside risk isn’t too bad for investors. But the trick will be in protecting the public from scammers who have no intention of following through on promises.

REGISTERED SPONSORING ORGANIZATIONS AND FUNDERS ELIMINATE THE “SCAMMING” ELEMENT

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Cantor Fitzgerald Bets On An Expanding Private-Stock Market VentureWire October 10, 2011

• Cantor Fitzgerald is looking to cash in on a growing secondary market for shares in hot private companies such as Facebook and Twitter. The financial services firm is creating a private markets group to afford clients opportunities to invest in private company stock “For us this is an opportunity to be the dominant player in a very fragmented market,” Shawn Matthews, the firm’s chief executive, told VentureWire.

• The market has also drawn interest lately from J.P. Morgan Chase, which raised $1.2 billion for a digital growth fund, and Goldman Sachs Group, which raised $1 billion from its foreign clients to invest in Facebook.

• Matthews also said his firm doesn’t plan to rely on existing secondary market players to find deals. “We come already with a significant investment bank behind us,” he said. “We’ll be sourcing our own deals. I think that’s where our competitive advantage lies.”

• Based in New York, Cantor Fitzgerald has more than 5,000 institutional clients and 1,400 employees in 30 offices worldwide, the firm said.

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½ of US VCs will invest outside of US in 2011

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Number of venture firms expected to decline in traditional markets; expected to

grow in emerging markets

Increase +30%

Increase 1% - 30%

Remain the Same

Decrease 1% - 30%

Decrease +30%

Brazil 30% 68% 3% NA NA

China 48% 51% NA 1% NA

India 21% 73% NA 9% 9%

US NA 4% 4% 68% 24%

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Deloitte 2010 Venture Capital Global Report

the team (Yuri Milner and DST) is studying opportunities across Asia, including China, India, Indonesia and South Korea. Over the next five years, DST expects to devote 40 percent of its capital to the region. NYT, 9/28/2011

Limited Partners inclination to invest in VC home country –Next 5 yrs

More Inclined

No Change Less Inclined

Brazil 92% 8% NA

China 91% 6% 3%

India 76% 18% 6%

US 15% 29% 56%

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Deloitte 2010 Venture Capital Global Report

Venture Capitalists Chase Seed-Stage Deals DEALS INDIA OCTOBER 25,

2011

• Large investment funds in India such as Sequoia Capital India, Norwest Venture Partners India, Nexus Venture Partners and Draper Fisher Jurvetson have started focusing strongly on their India "seed" initiatives. Over the last one year, Sequoia has made at least nine such investments.

• Helion Venture Partners, SAIF Partners and a few others also incubate start-ups, and back them in their next rounds of funding.

• Norwest, Nexus and Draper Fisher have started their own seed capital programs. Blume Venture Advisors, which is still in the midst of raising money for its fund, has completed more than a dozen deals, including its $300,000 investment in Adepto Solutions Pvt. Ltd, a Mumbai-based developer of social commerce platform Trol.ly.

• Other recent seed-stage deals include My First Cheque's investment of an undisclosed amount in MeriCAR Workshops, which runs MeriCAR.com, India's first dedicated car-servicing portal.

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