Company History & Management Team

Brief history of the company (when it was started and by whom etc,) VenueBook was founded by Kelsey Recht because of her frustrations with the

venue booking and event planning process. Prior to founding VenueBook, Kelsey planned numerous alumni events and non-profit fundraisers. She saw a huge opportunity in the large and non-tech savvy events world to build a disruptive, digital event booking system. She built a small prototype in New York City with a college student in the spring of 2011 to test the idea and need for a solution. In the summer and fall of 2012, she recruited Jonathan Katz and Aimee Bender to help build out the product. Jonathan had deep technology background and was recruited to build out the two-sided venue SaaS solution. Aimee had 15+ years of experience operating event venues. Aimee was recruited because her venue knowledge complimented Kelsey’s event planning experience. Early venue usage on the platform this summer proved the product was sticky and effective in helping venues manage and increase their event bookings. This summer VenueBook hired Rob Radosta, as VP of Sales to build out a NYC-based sales team to drive adoption in New York City. Rob has 8+ years of experience working at OpenTable. We are raising this round to fund a New York-based sales team.

Who is the current VenueBook management team?Our executive team is made up of the following people

Kelsey Recht – Founder & CEO LinkedIn Kelsey is in charge of corporate business development, marketing and product

management. She has a background in finance and business development with stints at Fidelity Investments and Sear Holdings. She also has planned events for 7 years. She holds a BA from Williams College and an MBA from The Kellogg School of Management.

Jonathan Katz - CTO LinkedIn Jonathan is in charge of managing the full VenueBook technical team and

building out new features for the platform. Prior to VenueBook, Jonathan was the first developer at Paperless Post and served as the Vice President of Technology. Jonathan is an active member in the PostgreSQL open-source database community and speaks several times a year at conferences all over the world and plans local meet-ups, He holds a BA/BS from Tufts University.

Rob Radosta - VP of Sales LinkedIn Rob came on in September as the VP of Sales. Rob started as a beta user on the

OpenTable product and then moved into sales at OpenTable. He worked for them for 8+ years moving up the ranks from account executive to East Coast sales manager. He also opened the UK market for OpenTable. He holds a BA from UMASS – Amherst.

Current & Future Ownership Structure

Current compensation of founders and other staff?

Explain the equity compensation provided to team members to date and what would be expected in the next 12 months. Note that the term sheet says that there will be a 7.5% post-money option pool.

Initial allocations to core team members Jonathan Katz and Rob Radosta were granted to place them in a core partner role with the company. Aimee was rewarded with executive level equity based on the grant formula below but not partner equity, as her skills were not as difficult to find as Jonathan and Rob’s skills.

Future employee allocations will be done via a standard salary multiplier based on seniority e.g. you receive X times your salary in dollar value of stock compensation. We will offer grant a small amount of additional equity to early team members – Caroline Rindlaub & Jay Zawrotny.

o 0.5x for executive level team memberso 0.25x for mid-level executives and VPso 0.1x for key functionso 0.05x for all others

Anticipated Grants

Current cap table See document “Current VenueBook Cap Table” for detail

Vesting schedule of the founder and others The founder’s equity has not been subject to vesting to date. Her equity will be

subject to vesting in this round. Her vesting scheduled has been aligned with hiring the first employee Jonathan Katz in August 2011. Equity vests over a four year vesting period on similar terms to employee vesting grants.

All employees have typical one year cliff, four year vesting terms on options. Other Core team members

o Jonathan Katz’s equity – Currently ~37% of his equity is vested. 50% of the initial grant has vested and 25% of a retention grant has vested.

o Rob Radosta’s Equity – His vesting will start as of his start date in August 2013.

o Aimee Bender’s Equity – Currently Aimee is ~25% vested.

Estimated Cap Table post $1M series seed investment See document “Estimated Cap Table _Post Series Seed” for detail.

COMPETITION

What are your barriers to entry /competitive advantage/competitors?

We segment our competition into three main buckets: (1) lead gen competitors with media focused, venue directories (2) venue software solutions (3) emerging hybrids focused on digital booking.

Lead Gen Competitors:

BizBash, TheKnot, EventUp, Cvent, OpenTable On the lead gen side, all of these competitors have absolutely no competitive

advantage. It is cheap and easy to put up a lead gen website. These companies make money either via advertising or performance-based leads. For example, why is there one OpenTable vs. multiple delivery companies (Seamless/GrubHub/Delivery). It is difficult for delivery sites to truly own the space. They rely only on lead gen vs. an installed base keeping barriers to entry low. Venues will continue to work with other lead gen sites. This is a huge opportunity for VenueBook. These websites struggle to monetize. We can plug our software into these websites and help them monetize their platform - think Yelp's OpenTable integration. Additionally, lead gen players do not remove the booking friction in the market, so the ROI is difficult to track and monetize. In contrast, VenueBook removes friction and provides an operational, performance-based tool. This drives a simple and strong ROI calculation for venues.

Software Competitors:

Triplseat, Caterease On the software side, our competitors have built closed systems for just the

venue. Closed software systems have no network effect, which leads to fragmentation in the market. Our open system provides value to both venues and planners. We are executing on a strategy that will drive high volume planners to demand VenueBook out of venues. Venues will have to be on VenueBook vs. the other tools leading to consolidation on VenueBook vs. current fragmentation. This is exactly the case with OpenTable - you have to be on the OpenTable platform vs. other players. Finally, venue software still has low penetration rates leaving a green field opportunity. Penetration is low because our software competitors think they can build the business with minimal or no salespeople. VenueBook has an aggressive sales and marketing strategy. We do not want to be a $1M lifestyle business like Tripleseat. We want to be the company that revolutionizes the event industry.

Hybrids:

eVenues, ImBookin, Froomz All of our hybrid competitors are faking it - eVenues, Froomz etc. A venue

cannot manage the whole event life cycle of all events on any of the platforms. A venue must manage multiple systems to work with them, which is unsustainable. For example, the most elusive feature is real-time availability. Only VenueBook can offer this with our SaaS solution. Venues are responsible for updating availability on the other platforms. Additionally, no captive SaaS tool for the venue leaves open a huge risk of disintermediation. Planners will fall off the platform when the platform cannot manage the whole life cycle of the event. The number one complaint about OpenTable and CVent is that they are not fully operational tools for the venue. Both companies have decided that the contracting and CRM tools for tracking and booking events are a completely different expertise than filling two tops (OpenTable) or registering people for conferences (CVent). This leaves room for a solution like VenueBook to come into the market and own the eco-system from venue discovery to venue booking to event execution.

BARRIERS TO ENTRY

Our system is an installed operational product that is difficult to rip out over time. This means we are engaged in a land grab. We are ahead of our competitors in terms of product. Thus we are focused on driving sales numbers and ensuring venues are sticky to our software product. Stickiness is what makes it difficult to rip out. Initial usage on the product indicates high stickiness.

As our venue network grows, we will cement our operational, installed advantage with a planner network. As part of this round, we are focused on building out a SaaS product for high volume event planners. This will keep planners even stickier to our network and create the self-reinforcing cycle of a two-sided business. For example, this is why restaurants find it impossible to switch away from OpenTable – the network brings them too much business.

FUTURE COMPETITORS

Any successful company will attract competition. Over time our installed base and network protect us from competitive inroads because we will be difficult to rip out of venues.

While we are building the network, VenueBook is focused more on proving out our full model by building concentrated micro-networks in New York. This allows us to prove the full cycle of our business and metrics. We believe this is the fastest way to prove out VenueBook’s scalability across the country prior to our Series A vs. selling in a non-geographically focused way.

In your mind what are your big challenges that keep you awake at night? How are you mitigating that risk?

CHALLENGE

Our biggest challenge is whether a competitor will scale faster than us. Our venue SaaS product is installed, so it will be a land grab. Our product is ahead of any product on the market and we want to keep it that way.

MITIGATION STEPS

We mitigate this risk by focusing on building a targeted micro-market in New York. We feel this is the fastest way to prove our full model to Series A investors that will give us the capital for a national push.

Additionally, we do not focus on heavily promoting VenueBook to the casual event planners. We would rather focus only on venues and high volume event planners who drive the real $$s in the market. We need only a few large corporate customers to bring significant booking liquidity into our network. Once we have scale, we can heavily promote the system to the long-tail event planners. OpenTable engaged in a similar strategy until they went public.

SALES STRATEGY & PROJECTIONS

How is your sales strategy different from Booker and Opentable and why do you think your sales strategy is better or easier than them?

We differentiate our sales strategy from both of these successful local SaaS/lead gen players in other verticals in two main ways. Each product and company is different and will require a different sales strategy. We believe this is the ideal set-up to sell at scale a product like VenueBook.

INSIDE/OUTSIDE SALES HYBRID First, we deploy an inside/out sales model. Booker relies on inside sales and

OpenTable relies on outside sales. We use an inside sales force to research, qualify leads, and set meetings. We then use our outside sales force to focus solely on hunting and closing deals. A hybrid model allows us to both capture the cost savings and scalability of inside sales and grab the attention of the hard to reach, coveted venues with a higher touch, in person approach.

CREATIVE STRATEGIES FOR DRIVING MEETING ACTIVITY Second, we maximize the productivity of our inside sales team by using creative

techniques to get meetings with venues. The hardest part of local sales is breaking through the noise created by daily deal sites to get a meeting or the attention of a local business. We use event leads from our current venue directory site as an upgrade strategy for meetings and our software. We also are creating a pull model where high volume event planners start requesting VenueBook out of venues. Booker & OpenTable do not use either of these techniques in their sales process. A set amount of free leads worked extremely well for GrubHub and for EzCater. A pull corporate model worked extremely well for Seamless.

CREATE NETWORK EFFECTS TO CONSOLIDATE THE MARKET Finally, we are focused on building a two-sided network in micro-markets. A

network means you have to be on VenueBook vs. another provider and drives market consolidation. If you are not on the network, you will miss out on potential business and exposure. OpenTable relies on a network effect to build its business. Booker is not focused on building a front-end network for consumers to books spas & salons yet. They are partially owned by SpaBooker, so they have a conflict of interest. VenueBook is free to build the network aggressively from the start. By building a network of event planners and venue managers, it drives venues to our platform for fear of missing out.

BENEFIT OF CREATIVE SALES STRATEGY

Takeaway: All of these three levers pulled together will help us drive venue sign-ups faster than straight door-to-door sales. These techniques are designed to make it so a venue has to be on the VenueBook network or miss out on business from high volume event planners.

Current cost of customer acquisition? Our current sales cost of acquisition is ~$2,400. We target a cost to acquire less than $2,000. We anticipate it takes 6 months for

a sales person to ramp. Rob is currently two months into a sales ramp, so this number will rapidly trend down.

At full ramp, we estimate a sales cost to acquire of ~$1,400 to $1,500 with a sales person signing 7 to 8 deals per month.

With your plan how many sales members do you need now? How many venues do you think you can add monthly, by end of year 1, 2 and 3?

We will hire three outside sales people and transition our part-time inside sales person to a full-time role with this round. Long-term three sales people will be sufficient for the New York City area based on OpenTable’s current sales force of three people in NYC.

We project our sales people will take six months to ramp to full sales capacity. At full sales capacity, a mature rep can sign 7 to 8 deals per month.

By the end of year one (2014), we will be signing 35 to 40 venues per month. In year two in conjunction with our Series A, we will expand our sales force to

~15 people to expand to five more cities. We also expect improved productivity with reps signing on average 10 deals per month.

In year three, our sales force will double to 30 to cover most major cities in the U.S. and productivity will continue to improve to 11 venues signed a month. By comparison, OpenTable reps sign 12 to 15 deals per month on average.

Financial projections: from Saas as well lead generation for year 1, 2 and 3? See due diligence Dropbox for detailed projections

Please describe sensitivities in your projections Downside: We estimate 75 to 100 venues are needed before we heavily market

VenueBook.com in New York City. However, we do not yet know the ideal venue inventory in a market. Downside in our numbers could come from a slower ramp in the event booking revenue because we choose to build a larger inventory of venues first. We have identified a Top 50 to 100 list for high volume event planners. We are mitigating this downside by working with planners on this list and getting feedback on the ideal mix of venues they need.

Upside: We are currently building out a set of tools for high volume event planners scheduled to role out in early 2014. We will charge for this product. However, we have not projected any revenue from the sale of upgraded tools to high volume event planners in our model. It will always be free for the average planner to book. The set of tools we are currently working on address the specific high volume needs of companies and event agencies such as tracking event budgets, pulling total event spend reports for accounting and collaborating among a larger events team.

Mobile integration/strategy? For both the SaaS software and VenueBook.com site Our website is currently mobile optimized. We will build a mobile app for venues first and project it will happen within the

next 12 to 18 months. We will also build a mobile app for our upgraded high volume corporate tools

that are scheduled to launch in 2014. On average, we find mobile is not the first demand of both our venue and event

planner customers. Traditionally, most event booking is completed in front of a computer not on a mobile phone. An app for VenueBook will focus on day-to-day event execution and operations rather than putting together contracts and pulling reports.

Please clearly define the network effects of your execution strategy? Network effects businesses are powerful because they lead to consolidation in

fragmented markets. The event market is currently fragmented. We have a three-step approach to building our network. The phased roll out below creates a network strategically in New York and is the same strategy we will use as we roll out across the country.

Step #1 Build Inventory of venues on our SaaS platform in a micro-geography: When building a network effects business you must build one side of the market before the other side. VenueBook currently focuses on building the venue network on our platform first. Our software is valuable as a standalone operational tool for the venue independent of a network that drives business to the venue. A venue signs up for the platform because it saves them time and allows them to close more business. This allows VenueBook to build up our venue inventory prior to having a network of event planners booking via VenueBook.com. We focus our inventory build down to a micro neighborhood level. Currently, we are focused on driving venues in the Midtown and Downtown corporate event hubs in New York. This allows us to create mini-networks.

Step #2: Market VenueBook.com to high volume early adopters: Once we hit critical mass of venues in micro-geographic markets e.g. Midtown and Downtown, we will turn on real-time availability and digital booking on VenueBook.com. We will then heavily market VenueBook.com to event planners to drive leads and bookings on the platform. This is exactly the same way OpenTable built its business. Critical mass in a micro-geography is estimated at 75 to 100 venues.

Step #3: Drive leads and bookings within the network to drive sales: A network helps our venue sales team sell. It means venues miss out on business and revenue opportunities by not being on our platform. We will use the network to start providing metrics and data on the value to a venue of being in the network vs. continuing to operate with manual systems.

Round Inflection Points & Future Rounds

What are your inflection points for this round?SOFTWARE

The main inflection point on this round is to prove we can sell our venue software at a scalable pace. We are focused on hiring and ramping sales people and driving up monthly numbers to 7 to 8 signed venues per month per salesperson.

Our initial usage numbers show high stickiness of our product. We will also continue to focus on driving and improving stickiness with this round.

EVENT PLANNERS

We have two main inflection points for this round for event planners. First, we will focus on driving volume and bookings on VenueBook.com in the

spring & summer of 2014. Our goal is to prove that venues on our platform are worth substantially more than the base software fee of $2,000. We project an average annual venue value of $4,000 by the end of 2014.

Second, we want to prove out the value of our high volume event planning tools with a core group of beta users in New York City. Our goal is to prove the stickiness and revenue model for upgraded tools for high volume event planners.

Future financial needs and time frames and use of funds? We will raise our next round of funding in the fall of 2014. The funds will be

used to expand our sales force to multiple cities across the country. We estimate the round will be $3 to $5 million at a high single digit/low double digit valuation. Size will be based on the desired speed of expansion. Fall is the ideal time to raise our next round. This allows us to hire and train sales people during the fall and have them ready to sell in January and February right after the peak holiday season.

Exit Strategies

What are potential exit strategies for VenueBook?

OpenTable: Purchase us to move into group reservations & beyond restaurants. M&A History: TopTable, Foodspotting, RezBook

IAC: Add VenueBook to portfolio of consumer facing e-Commerce sites. M&A History: UrbanSpoon

CVent: Provide a back-end, operational venue solution to compliment corporate event planning tools & venue marketing efforts. M&A History: CrowdCompass

IPO: We estimate we will hit $100M in top line revenues in 5 years the historic threshold for an IPO. By comparison, CVent just went public with $80M of revenue at ~$1.25B valuation.