FinTech & InsureTech - Corporate Lending: Company presentation by Sebastian Nienaber, Founder & CEO of ConsciousGrowth at the NOAH Conference London 2019, 30-31 October, Old Billingsgate.

1. The smarter way
to fund your growth

2.  @NOAHConference
 @noah_conference
 @noah-conference
 @NOAHConference
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3. Conscious Growth provides growth financing
without equity, personal guarantees or credit scores

4. Currently there are only two options to fund
growth: equity and debt
Ownership
Control
Distraction
Venture Capital
Founders typically dilute 20-30% per
round of financing. Over time the cost
of VC funding can be equivalent to
paying well over 100% annual interest.
Venture Debt
Venture debt providers often have
multiple cost structures, optimizing for
an aggregate interest of 20-30+%
annual interest.
Founders give up considerable control,
VCs customarily are given significant
protective provisions, Founders can
even be removed from the company.
Founders give up some control, since
venture debt providers are often given
significant protective provisions
Founders typically spend months
raising VC, detracting from the
company’s ability to focus on acquiring
customers and building products.
What’s more: very few startups
actually ever get VC funding.
Similar to VC, founders typically spend
months raising venture debt,
detracting from the company’s ability
to focus on acquiring customers and
building products.
Both Equity and Venture
Debt are costly, take a
long time and founders
give up significant
control

5. Especially equity becomes the most expensive capital
as the valuation of a company increases
Value of an initial Series A investment of $100k
Series A Today
$100k
$4.5M

6. Venture Debt providers usually ask for warrants –
hence they take equity and interest
Pre- Money Series A: $50M
Warrants: 0.25%
Series B: $250M
Warrants: 0.23%
Series C: $500M
Warrants: 0.2%
$0
$125.000
$562.500
$1.012.500
Value of Venture Debt at financing stages
*assuming 10% dilution per round
Valueofwarrants
In addition, Venture Debt
providers often include
Material Adverse Change
(MAC) Clauses which allow
them to ask for their entire
money back in case of
extraordinary circumstances.
...in several cases, this
happened during the market
crash in 2008.

7. Shares of founders and initial investors are
increasingly diluted
5-10%
...the founders of most
venture companies that go
public today often only own
between 5% and 10% of their
company.
49%
When Bill Gates went
public with Microsoft he
held 49% of the company…

8. There is a better way to fund growth - Introducing a new asset-class:
Revenue-Based Financing
(Venture capital)
Equity Financing
(Banks & Venture Debt)
Debt Financing
Predictable Sales &
Marketing Expenses
(Marketing, Inventory)

9. Apply Connect data
Card issued & funds sent
Most businesses receive funds
within 3 - 6 days
Partially automated
due diligence
Not yet qualified
Offers
3 offers based on sales and
business needs
How it all works?

10. How it all works?
Build ongoing relationship
We’ll keep funding you
each month/ bi-monthly as
you need it
Use funds on FB,
Google, Pinterest...
Ads bring in
potential customers
goes to your
business
Your sales
5% pays back the funds borrowed +
ConsciousGrowth fee
5%
95%

11. LogicSols New Tab
Funds are available via virtual debit card
Clients use funds via Virtual
Debit Card, managed by
Wirecard
Transactions and balance visible
via Web and Mobile App
ConsciousGrowth has visibility
of all transactions and can
freeze funds in case of fraud
€150, 250.00
Current balance
Activity Statements Services
Make a transferOverview
Transactions
Account
Support
Quit Date Amount BalanceDescription
15.7.2019 15,000.00€ 150,250.00€Name of transaction
15.7.2019 15,000.00€ 150,250.00€Name of transaction
15.7.2019 15,000.00€ 150,250.00€Name of transaction
15.7.2019 15,000.00€ 150,250.00Name of transaction
15.7.2019 15,000.00€ 150,250.00Name of transaction
1234
VALID
THRU
1000 2345 6000 78901000 2345 6000 7890
06/23
JOHN SMITH
€150, 250.00
Current balance
Activity Statements Services
15.7.2019 15,000.00€
Name of transaction
15.7.2019 15,000.00€
Name of transaction
15.7.2019 15,000.00€
Name of transaction
15.7.2019 15,000.00€
Name of transaction
15.7.2019 15,000.00€
Name of transaction
15.7.2019 15,000.00€
Name of transaction

12. Clear advantages for founders and
entrepreneurs
We won’t ask for equity, personal
guarantees, credit scores or a
board seat. It’s your company.
Retain ownership
and control.

13. Clear advantages for founders and
entrepreneurs
Enter basic business information and
link your marketing & revenue data -
receive funding in as little as 2 days.
Get the funding you
need - fast.

14. Clear advantages for founders and
entrepreneurs
We understand that monthly cash
flows can fluctuate, which is why our
payments scale up or down with
your net revenue.
Pay based on your
cash flow.

15. ConsciousGrowth in comparison to
VC Financing and Venture Debt
Ownership
Control
Distraction
Founders typically dilute 20-30% per
round of financing. Over time the cost
of VC funding can be equivalent to
paying well over 100% annual interest.
Founders give up considerable control,
VCs customarily are given significant
protective provisions, Founders can
even be removed from the company.
Founders typically spend months
raising VC, detracting from the
company’s ability to focus on acquiring
customers and building products.
What’s more: very few startups
actually ever get VC funding.
Venture Capital
Venture debt providers often have
multiple cost structures, optimizing for
an aggregate interest of 20-30+%
annual interest.
Founders give up some control, since
venture debt providers are often given
significant protective provisions
Similar to VC, founders typically spend
months raising venture debt,
detracting from the company’s ability
to focus on acquiring customers and
building products.
Venture Debt
Flat fee of 6% and no dilution
whatsoever.
You don’t give up any control.
Our application takes
less than 10 minutes and you
know within 2 days whether
you are eligible to funding.

16. of European Startups are
currently in Growth stage
and qualify as Scale Ups.
around 5.5k
Target market - Scale-ups
>37%
Distribution of European Start-
Ups by development stage (2018)
Number of Scale-Ups in Europe
2016 2017
2000
2500
3500
4000
4500
5000
5500
6000
3000
Seed stage
Start-up stage
Growth stage
Later stage
37%
4%
46%
13%
5595
4376
+28%

17. Target market - Scale-ups
$B raised by Scale-Ups in Europe
2016 2017
6
8
12
14
16
18
20
22
24
10
22
14.2
$22B
have been collectively
raised by scale-ups in
equity in 2018.
~20%
of that money
went into
advertising.
$4.4B
in advertising costs are
currently paid with equity – the
most expensive capital as the
valuation of a company increases.
$4.4B
Opportunity
20%
$22B
+57%

18. Target market -
Fat tail
Distribution of Start-Ups in Europe by monthly revenue
50M+ 25M -
50M
10M -
25M
5M -
10M
2M -
5M
1M -
2M
500k -
1M
250k -
500k
150k -
250k
50k -
150k
25k -
50k
1k -
25k
0
5
15
20
25
10
1.2 0.7
1.7 1.4
4.1
5.8
9.9
12.1
7.5
13.5
8.9
21.5
In addition, there is an
estimate of
Potential for Sales partnerships
to open larger networks targets
with healthy unit
economics yet little
access to capital.
~25k
European companies
Shareofstartupsin%
Revenues

19. Key Lending Criteria Risk Mitigation Levers
Short Loan Period: Repayment of
principal plus fee within 6 months max
Quick Repayment: Repayment starts
from day one
Payment Controls: Funding can be frozen
via Virtual Debit card
Monitoring: Daily review of KPIs and
Payments through Data access
Found Product Market Fit
Good Unit Economics
(Return on advertising spend >2)
Healthy Contribution Margin
(20% +)
Good Bank Balance
(min. 6 months burn rate)
Risk Mitigation
Risk Simulation - 5/6

20. The team
Investment Banking at
Deutsche Bank and Sal.
Oppenheim
Dozens of Structured
Financing Deals
Philip Nissen
Finance
Head of London Sales
Operations at Credit Agricole
CFA Level II
Bertrand Delain
Sales & Account MGMT
Venture Developer at Rocket
Internet
Co-Founder of B2B SaaS
Company Shore.com
Sebastian Nienaber
CEO

21. The team
Head of BizDev Banking API
company Figo
BizDev Fintech company
SumUp
Lars Markull
Industry Advisor
Founder of Wellington
Partners Venture Capital
Founder of LMU
Entrepreneurship Center
Rolf Dienst
Senior Advisor
Investment Banking at
Goldman Sachs
Senior Partner at BC Partners
Hans Haderer
Senior Advisor

22. The team
Director at EQT Partners
Investment Banking at Credit
Suisse
Georg Stadler
Senior Advisor

24. Selected Completed NOAH Transactions
Focus on Leading European Internet companies
Covering over 400 companies across 25 online
verticals, a broad range of over 500 investors as
well as 100+ online-focused corporates
Deep understanding of industry dynamics
Ability to add value beyond banking advice
Facilitates overall process and minimizes
management distraction
NOAH Advisors is globally well connected
and has direct access to virtually all key
players in the industry
Knowledge of and strong relationships with
potential buyers’ key decision makers
Proactively finds and unlocks attractive
investment opportunities for leading investors
Annual NOAH Conference in its 10th year
Over 40 years of combined relevant M&A experience
Routine execution of M&A and financing transactions
with sizes of several billion euros
30 successfully completed NOAH Advisors transactions
underline successful transfer of M&A competencies to
the Internet sector
Entrepreneurial mind-set, focused on growing the
business and establishing a reputation for excellence
Ability to deliver top results in short time frames
Highly success-based compensation structures align
interests of clients and NOAH Advisors, and demonstrate
conviction to deliver top results
Creative deal solutions
Unique Industry Know-How
Unmatched Network and Relationships
Strong Investment Banking Competence
Full Commitment - We Are Entrepreneurs!
EUROPE’S LEADING INTERNET
CORPORATE FINANCE BOUTIQUE®
The NOAH Advisors Core Banking Team
Marco Rodzynek
Managing Director & Founder
Jan Brandes
Managing Director
Nikhil Parmar
Director
Olek Skwarczek
Associate
Lukas Schlund
Analyst
December 2014 October 2014
Sale of 100% of
for $800m to
Exclusive Financial Advisor to
Fotolia and the Selling Shareholders
Sale of 100% of
for €80m to
Exclusive Financial Advisor to
Trovit and its Shareholders
October 2016
Investment in
Exclusive Financial Advisor to KäuferPortal
and its Shareholders
by
84% Ownership
December 2016
August 2017
Financial Advisor to Silver Lake
Financial Advisor to EMK Capital
Investment in
Acquisition of a Majority Stake in
by
by
at a valuation of $200m
November 2019 July 2019
September 2018
Financial Advisor to MagicLab
Financial Advisor to AU10TIX
and its shareholders
Financial Advisor to 10bis
and its shareholders
Acquisition of a 79% stake in $60m Investment in
Sale of 100% in
by
at a valuation of ~$3 billion
at a valuation of $260m by
for €135m to
10Bis