Sparo Investment Presentation

www.sparo.com

EXECUTIVE SUMMARY

Currently no providers that provide and interconnection between shopping with

charitable giving in a seamless and integrated manner- (embedded on the retailer site at checkout and resident on the Charity site)

Locally based at first (local charities, food banks and community organizations) then

national and regional (with bigger players). Selected charities have a stake in the business as Class B shareholders

Tuition bank provides assistance to any Student enrolled in a accredited US College or

University- students become major users of Sparo and becoming loyalty debit card holders Patented technology is hard to replicate and rebuild

Change platform- (not just a payment solution or online giving marketplace) which

inspires community building

Seeking Meaningful Ownership - $1M investment for 20% Equity position. Preferably an investor with e-Commerce experience and networking relationships with Merchants and Charitable organizations.

"What if every purchase made online resulted in a charitable donation and each donation led to more purchases?“

• In December of 2012, a small group of people came together and talked about their desire to make the world a better place.

• It is a known fact that people genuinely want to give more. What if we gave them an easy and rewarding way to do more good? After much research and thought, our team came up with a solution: an application, unobtrusively embedded at an on-line checkout allowing online shoppers to donate a portion of their purchase to the charity of their choice….not the Merchant’s choice.

• “In allowing people to support their favorite charity by simply purchasing from sites they already trust, we could enable millions of shoppers to do more good and ultimately "Purchase with a Purpose™.“

• Sparo's purpose is threefold. 1) It allows everyone to do more good and more often through their everyday purchases, 2) provides merchants a way in which they can contribute to the causes that their customers care about, 3) gives Charities a role in the e-commerce business and advances the good work that charities do for their community everyday.

BACKGROUND

Structure and Ownership

Sparo – Maryland Registered LLC company

Rob Sobhani – Founder 100% of the Common Stock. Invested $700k

Employees (5) – Option Holders Assets

Patents – Provisional patents filed November 2013

Personnel – Developers, Management, Finance, e-commerce Marketing, IT and on-line Sales

Fully functional website, transaction-based platform and database management systems

Strategic Relationships and Partnerships

C5i – IT security and outsourced database management

Citron Clothing

Washington Times

SPARO PROFILE

Sparo gives customers ability to chose the charity they want and charities help promote the merchants

THE CHARITY DIFFERENCE – You Choose Your Charities

• Most company-sponsored charitable initiatives often focuses on only one cause at a time, usually catering solely to a specific group of people, and neglecting a majority of potentially loyal customers who care about other causes.

• Select charities are class B shareholders in Sparo and have agreed to share information about Sparo to their donor base.

Seamless Integration for the Merchant and Shopper) on the checkout cart

THE POINT OF SALE – The Checkout Page

Unlike other online charitable solutions, the Sparo solution is seamlessly integrated on the retail website on the checkout pages. The customer is not required to go through a separate website or download a widget to execute the donation. This provides a significant advantage (no barriers to transact) for Sparo over its competitors, enabling and causing many more donations per transaction.

Sparo's online tuition bank provides tuition assistance for students enrolled in an accredited US college or university.

Sparo sets aside a percentage on

every merchant transaction to be donated as a grant to an enrolled Sparo student.

Grants are disbursed every time the

tuition bank reaches $5k per student through a random selection.

Students are encouraged to shop with

Sparo merchants and share with friends and family this unique value proposition- promoting further shopping with Sparo.

First ever Online Tuition Assistance Program that works with Sparo application to provide grants to students enrolled in Sparo

ONE WAY WE HELP – Paid College Tuition is a Reality

THE CONSUMER CHOICE – Donate Now OR Visit Later

The customer has the ability to direct a portion of the value of the transaction to a charity that they care about or save the donation to their piggy for a later disbursement. Sparo is a catalyst for driving more traffic (both unique and repeat) to a customer’s website through a save & donate later feature

Donate now or save for a later date through a banking feature

9

CUSTOMER APPEAL – It’s Simple & It’s Possible

An independent study was done with 1,000 online shoppers to rate the Sparo Experience

* Online Survey conducted with panel of 1,011 online shoppers ages 18 – 64 years old

88% of

consumers say

they would

participate in Sparo

10

Shoppers are more likely to shop at Sparo retail partners and Shoppers are more likely to donate to their favorite Charities

Consumers would like retailers a lot

more if they utilized Sparo

CUSTOMER APPEAL – Shopping Donation Shopping

Shoppers are more likely to convert if

Sparo is a partner

MARKET POTENTIAL – We’re Equipped For Growth

50%

40%

10%

Other smaller online donation facillitators (Recoup, charities, retailer option at checkout...)

Online Marketplaces (iGive, SocialVest, DailyGood)

Paypal

There is currently no single player that dominates the online giving space.

The market is fragmented with many small players such as online giving marketplaces, charities partnering directly with retailers and daily shopping lists.

Sparo has the unique and timely opportunity to dominate in a rapidly emerging market

EXPONETIAL GROWTH – The Right Choice, Right Time

US online retails sales will grow from $225.5 Billion in 2012 to $434.2 in 2017 according to eMarketer

Our goal is to capture anywhere between 0.1% to 1% of this market, which equates to gross revenues between $300M and $3.27B by 2016.

COMPETITVE MATRIX – The Difference That Matters

KEY ASSUMPTIONS & MILESTONES - First 12 Mths

1. Average No. Online Transactions per Month

Small Customers 500

Medium Customers 10,000

Large Customers 1,000,000

Mega Customers 5,000,000

2. Average Value per Transaction $125

3. % of On-line Transactions using Sparo 53%

4. Average % of Transaction to Donation 3.9%

5. Sparo Revenue Share of Donation 50.0%

6. Total Active Customers at Year End 15

Small Customers 11

Medium Customers 3

Large Customers 1

Mega Customers 0

7. % of Yr 1. Breakeven Achieved - Merchants Sold 109%

8. Total FTE's 10

9. Cash on Hand as % of Total Funding Amount 0%

FINANCIAL SUMMARY

($Million's) Year 1 Year 2 Year 3 Year 4 Year 5

Income Statement

Revenue $1.8 $28.0 $64.1 $142.6 $282.8

Revenue growth 1455% 129% 123% 98%

Gross Profit $1.4 $20.1 $48.7 $107.9 $209.1

Gross Margin % 79% 72% 76% 76% 74%

Operating Expenses $1.3 $9.9 $20.4 $38.1 $62.6

EBITDA $0.1 $10.2 $28.4 $69.8 $146.5

EBITDA Margin % 6% 36% 44% 49% 52%

Balance Sheet

Cash on Hand $1.2 $16.0 $37.2 $88.2 $193.9

Total Assets $1.4 $17.4 $40.0 $94.2 $205.1

Shareholders' Equity $1.2 $14.4 $33.9 $81.7 $181.7

Cash Flow

CapEx $0.1 $0.8 $1.0 $1.9 $2.5Net Operating C/Flow $0.1 $14.8 $21.2 $51.0 $105.7

Investment (Funding Requirement) $1,040.0

IRR 1674%

Positive Cashflow - Months (from inception) 15.0

Investment Payback - Months 21.6

USE OF PROCEEDS – Sales Drives Investment

First Year Budgeted Expenses • Hire an additional 5 people – Sales (Merchants), Marketing (Merchants, Charities and Shoppers)and IT Network and Operations

- Cost of Consultants and Employees: $900k - Sales-related expenses (incl Commissions): $100k

• Marketing Program Cost to source Merchants, Charities and Customers: $120k • General & Admin Cost – Prof Fees, Office Set-up, Licensing, Insurance and other general overhead: $120k

• Variable Expense - Outsourced Cost of Service: Billing and Charity Payments, IT Managed Service, CSC and Technical Support and Network interconnection: $300k

NEAR TERM OPPORTUNITIES AND NEXT STEPS

Phase 1

Inception & Launch

Phase 2

Reach & Rollout

Phase 3

Growth & Expand

Timeline August 2013- Dec 2013 Jan 2014- July 2014 July 2014 - onwards

Technology

Sparo API Developed and

launched on Citronclothing.com

collecting donations for all

transaction selecting API

Interim website launched

Launched new member site with

added functionality

• Scaling Technology for larger

retailers (completed by end of

Q1’14)

• Development of Tuition Bank

• Launch API on the Washington

Times (TWT0 by Q1’14

• Launch of online Tuition

Bank with major retailer

• Enhancement to API and full

ecommerce capability on

Sparo.com

• Automated ability for small

merchants to download API

• Sparo credit card

Business

Development

Enrolled 20 charities

Preliminary Discussions with

key retailers such as

Quicksilver, Brighton Jewelers,

UT San Diego & Auto Supply

Chain Stores

Signed The Washington Times for

all subscriptions types

• Continue discussions with key

merchants- sign 2-3 medium/large

merchants (Revenues >$500k)

• Continue signing charities relevant

to new merchant signings

• Launch and integration with

major retailer such as

Target, JC Penny or Staples

• >20 small-medium size

merchants partnering with

Sparo (Revenues >$250k)

• > 150 Charities partnering

with Sparo

Marketing

Developed all charity collateral

and all marketing assets

Marketed with Citron increasing

revenues by 25% since launch

Launching promotional campaigns

for Citron with key charities (Save a

Child’s Heart & San Marin Food

Bank)

Developing Marketing plan with

TWT for launch

• Sparo 360 member

marketing

• PR campaign for Tuition

Bank with large retailer

THANK YOU Ian Gerrard – Financial Advisor igerrard@verizon.net 571 422-1783 Rob Sobhani – CEO rsobhani@sparo.com 240 401-8930