Executive Summary

Introduction
Zoop (pagzoop.com) is a secure mobile social commerce and payment platform that allows anyone with virtually any mobile device to get paid however they do business. Unlike Square and PayPal Here, which only works with magnetic stripe cards and requires the merchant to plug a card-reading dongle into the headphone jack of the mobile device, Zoop offers a portable wireless mobile point-of-sale terminal enabled to support all kinds of payment types, including EMV smart chipbased credit and debit cards, contactless and mobile NFC payments, loyalty cards, gift cards, as well as traditional magnetic stripe cards. Additionally, the built-in PIN-pad allows secure entry of a customer PIN for payment authorization. Among other benefits, this prevents customer data from being lost or stolen from merchants' mobile devices. The mobile reader also works without being physically coupled to a mobile device. In this mode, you can connect up to seven Zoop credit card readers simultaneously to a single mobile device. This makes the solution perfect for accepting payments in a variety of places, ranging from restaurants, bars, stadiums, delivery operations, to small independent vendors, mom-and-pop stores, cabbies, and food trucks.

Problem
Visa and MasterCard recently announced plans to accelerate migration to chip-based cards in the U.S. by 2015. This includes migrating the payment infrastructure over to accept EMV and NFC technology (contact and contactless). In the U.S. and most countries in Latin America and the Caribbean, the more mature, outdated magnetic stripe cards are the dominant if not exclusive technology for swiping a payment. From the merchant's perspective, the migration also means purchasing new or upgrading existing terminals and point-of-sales (POS) systems, which can be expensive. Credit card processing machines, which often come as part of POS systems, run between $200 and $500 apiece. Additionally, merchants also need a way to connect to the payment processor, via either a separate telephone line or the Internet. These Small and medium businesses are already struggling to pay high processing fees to accept credit cards. Processing credit cards requires a merchant to fill out a lengthy application form, submit to credit check, acquire a merchant account from their bank, and wait - something that is currently prohibitively expensive for small merchants. When a credit card is swiped, the transaction is relayed - via an intermediary or payment gateway - to the credit card company, which then sluices the funds to the merchant's bank account. That middleman charges the merchant a fee of 2% to 5% per sale; meanwhile, the processor pays a fee to the credit card company. For example, if we take an overall rate including

all fees of 2.15% of volume + $0.28 per transaction, below is an example of how this rate applies to a sample transaction of $50.00 using a standard MasterCard credit card - Visa & MasterCard set different rates for different card types.

Another critical factor is the time it takes to collect the customers' money. The lag can be anywhere from one to four weeks or more. Then there are monthly and termination fees. Typical processing contracts are one to three years long, and getting out early could cost a few hundred dollars.

Our Technology
Merchants can sign-up online, providing a few pieces of information. When approved, they can use the Zoop Web app to link their bank account, keep track of sales and deposits, managing inventory, add as many employees as they need to a single account, promote their businesses, connect to customer through social networks, and manage online custom rewards program to recognize and reward best customers. With Zoop, there are no upfront set-up charges, monthly or cancellation fees, maintenance costs, or hidden fees to have an account. Zoop processes a card transaction through the mobile credit card reader wirelessly using Bluetooth. The card reader is free so there's no need to buy pricey, and often unsightly, hardware. The funds from all transactions are deposited directly to the linked bank account the next day. Merchants can also print the electronic receipts, or send via email or SMS text message to clients directly from the Zoop mobile app. Also, using the mobile devices camera, businesses can scan reward cards, vouchers and QR / barcodes. The payment transaction is initiated by determining the total to be charged, either from the Zoop card reader or from the mobile device by using the Zoop app. The mini mobile payment card reader features a built-in PIN-pad, requiring both Secure PIN Entry (SPE) and authentication to be done within the terminal and not the mobile device. The Zoop card reader terminal forwards, wirelessly, the encrypted card and transaction data to the payment processing mobile app using a secure Bluetooth connection. The mobile device in turn, acting as a network gateway, sends the transaction details to the payment gateway over the Internet, in order to verify and complete the desired payment transaction.

With an estimate of $37 billion in payment card fraud, security is paramount in payment devices. The Zoop platform complies with the most stringent payment industry standards and regulatory requirements. Credit cards data are never available in the app itself. It is encrypted in the reader and sent in an encrypted format to the gateway for payment processing. Thereby, the application ensures a full end-toend security. This versatile and secure mobile payment terminal may have its back removably attached to the outer rails' brackets of a slimline polycarbonate case that slides onto the mobile device body. The MPOS terminal / card reader and the case are separable, which makes it easy to adapt the card reader to most form factors and screen sizes in the market (e.g. smartphones and/or tablets). Just use the appropriate case for a given mobile device, in case you want to use the card reader attached to the device, and you are ready to go. The Zoop platform also exposes an open API (Application Programming Interface) to third-party developers. So, developers could include Zoop into their apps and build out the ecosystem.

Market Opportunity
According to data from the U.S. Census Bureau, there is an estimated 1 billion debit and credit cards in circulation in the U.S. Transactions at merchants on cards carrying the American Express, Diners Club, JCB, MasterCard, UnionPay, and Visa brands totaled $135.33 billion for 2011, up $14.56 billion (12.1%) over 2010, according to the Nilson Report. These purchase transactions include commercial and consumer credit, debit, and prepaid cards. There are 29.6 million legally registered businesses. Small firms with fewer than 500 employees represent 99.9% of these 29.6 million businesses (including both employers and non employers). About 5.2 million very small businesses establishments accept credit card payments and process around $130 billion of electronic transactions in aggregate. And about 17 million small firms (with employees or without) don't have the option of accepting credit cards as a means of payment, and they process about $45,000 in revenue per year each or $750 billion per year in total; we estimate that 25% of that volume could be done with cards if it were more accessible to those businesses - $191B. Worldwide mobile payment transaction values will surpass $171.5 billion in 2012, a 61.9% increase from 2011 values of $105.9 billion, according to Gartner, Inc. The number of mobile payment users will reach 212.2 million in 2012, up from 160.5 million in 2011. In 2011, the number of active U.S. smartphones increased 57% to 95.8 million, and tablets grew 17% to 15.2 million. These are continuing trends and there is no prospect of reversing it in coming years. And Zoop is strongly positioned to take advantage of these trends, by eliminating excessive fees and reducing general friction around online and offline commerce and payment for both consumers and merchants. In addition, by providing value on top of the payment gateway, real-time analytics to give merchants insight into customer behavior and to predict the outcome of customer interactions, and ultimately making it as easy for anyone to accept any type of credit card payments as easy as it is to accept cash, we hope to incentivize vendors to adopt and love it. Therefore, our market opportunity today is $320 billion combined, considering 17 million small businesses that currently don't accept credit cards to start accepting them and the 5 million very small businesses that already accept cards to switch away from their existing system. Given the interchange rate of

roughly 2.7% and about 0.80% markup on that volume, it could result in 2.5 billion of net revenue for the full market. We believe that the marketing is changing quickly and no single company is positioned to assume a leadership position or capture any significant market share given the growing industry. Our goal will be to capture 5% market share in 5 years that would generate approximately $125 million per year in recurring revenue. In the long run, especially considering our strong IP position, our product could bring an increased market share to a bigger player. We would be a profitable and synergistic acquisition for one of the larger market players. Current investment in our platform establishes a competitive edge in a rapidly growing market, with a substantial possibility for increased profit through disciplined expansion in growing markets such as Brazil and Mexico; countries familiar to the cofounders. Zoop is developing a full line of products and services for businesses, which would eventually open up other important revenue streams.

Business Model
Zoop derives revenue from each payment transaction it processes. Merchants pay a flat 2.7% per transaction with no monthly minimum. For merchants with higher volumes and multiple locations, we offer a monthly $7.99 subscription option with a 1.95% transaction rate. This brings simplicity and transparency to what can be a thicket of pricing options, including teaser fees that rise over time. Based on these charges, Zoop expects to drive between $5.6 and $8 million of annualized revenue based in the Y1, 2013, estimating a volume of 5 million transactions (less than 0.01% of market share) and 15,000 active clients, and targeting a 30% gross margin. Zoop is currently seeking $2M in Angel funding. These funds will be used to finance the further development of software and hardware of the mobile payment processing infrastructure in 2012Q3 and Q4, and to cover expenses in the Y1 of operations, as well as creation of marketing and training collateral to drive merchant and customer adoption in 2013Q2. At the conclusion of these activities, the company expects to in a position to begin processing transactions by 2013Q3. After a liquidity event in the fifth year, the investor can expect a 40% IRR.

Exit Strategy
In the long run, especially considering our strong IP position, our product would bring an increased market share to a bigger player. We would be a profitable and synergistic acquisition for one of the larger market players. Current investment in our platform establishes a competitive edge in a rapidly growing market, with a substantial possibility for increased profit through disciplined expansion in growing markets such as Brazil and Mexico; countries familiar to the co-founders. Zoop is developing a full line of products and services for businesses, which would be an additional benefit for an acquiring company.

A Team
Fabiano Cruz, Co-founder and CEO, holds a Master in Computer Engineering and built a solid handson experience over the past 13 years, working on developing innovative products, and successfully implementing them across the globe. In the past, he worked at IBM, SIEMENS R&D, BenQ R&D, Nokia Institute of Technology (INdT), Inter-American Development Bank (IDB), Central Bank of Brazil and others. Rodrigo Miranda, Co-founder and Principal Engineer, received his Master in Systems Engineering from the Federal University of Rio de Janeiro and brings more than 18 years of experience in marketing, business development and computer engineering, including deep experience with embedded/mobile

applications, and a long track record of leading creative teams and developing innovative products in companies such as IBM, HP, Vodafone, SIEMENS, Nokia, Inter-American Development Bank, among others. Fernando Ribas, Co-founder and Head of Design, has more than 11 years experience in software design, user experience, art direction, product and marketing development. When he's not in front of a computer, he's playing bass guitar with his band. Alexandre Gomes, Head of Business Development, is a young Brazilian entrepreneur, passionate about software development and education. He is an active and enthusiastic participant in tech communities and forums. Worked in small, medium and large companies, national and international, and for 10 years, maintains his own business, working systematically in providing innovative solutions for the Brazilian public and private organizations. Geoff Krieg, Advisor, currently holds the position as VP Product Management at Merchant Link. Geoff is a payment acceptance pro with extensive experience in acquirer, gateway and PSP operations. A pioneer in working with Independent Sales Organizations (ISOs) and co-founder of ACS Merchant Services (TransFirst), a leading US acquirer. Rafael Anta, Advisor, is a senior professional with over 16 years of international experience, with a mix of technology consulting and development banking. Interviewed and featured in global media such as the CNN and The Economist. Currently, he works at the Inter-American Development Bank as a Lead ICT Specialist.