TENAYA TERM SHEET FOR PROPOSED PURCHASE OF SERIES C CONVERTIBLE PREFERRED STOCK March 11, 2013 SUMMARY OF TERMS Issuer: ResearchGate Corporation (the "Company"). Investors: Tenaya Capital VI, LP ("Tenaya"), together with existing investors and/or other new investors as set forth under Amount of Financing. Type of Security: Series C Convertible Preferred Stock (the "Series C Preferred"). Price: The purchase price per share (the "Series C Original Purchase Price") of $7.8827 is based on a pre-money valuation of $110.0 million divided by the total number of shares outstanding on an as-converted, fully-diluted basis, reflecting a 2.5% option pool refresh, resulting in a post-closing capitalization summarized as follows (assuming the amount of the financing is $25.0 million): Post Series C Capitalization Shares I FD Series 1' Series As Series B Series C 1,743,519 3,465,585 3,383,293 3,171,503 10.2% 20.2% 19.8% 18.5% 14.8% 29.5% 28.8% 27.0% Subtotal Preferred 11,763,900 68.7% 100% Common Stock 2,964,023 17.3% Options Issued 1,068,942 6.2% Pre-C Pool Refresh 428,155 2.5% - 7.8% Options Available 901,258 5.3% Total Fully Diluted 17,126,278 100% Series C Price 7.8827 Post-Money Value $ 135,001,312 Series C Raise 25,000,007 Pre-Money Value $ 110,001,305 Includes Preferred Stock 1:1, 1:2, 1:3 and 1:4 ** Includes Series A-1 Preferred and Series A-2 Preferred EFTA01144639