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Confidential Gridley’s Mobile Industry Roadmap April 2012 Toward Ubiquity in a Consumer Inspired Mobile World

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ConfidentialConfidential

Gridley’s Mobile Industry Roadmap

April 2012

Toward Ubiquity in a Consumer Inspired Mobile World

2

OverviewMobile finally arrived in 2011 because smartphone penetration increased dramatically and reached 48% at the end of the year. High smartphone penetration has been the critical element needed to transform the mobile ecosystem. High smartphone penetration was necessary for mobile to really take off because smartphones offer consumers a fundamentally different experience that includes true 24/7 convenience, hyper-local and targeted applications, and significantly enhanced connected functionality.

One important thing to note is that consumers, not businesses, have been leading the charge. This is the first time in history that a major technological shift has been led by the consumer, and its advent has several major implications. Consumers are now roughly 18 months ahead of businesses. As businesses begin to catch-up with consumers, we expect to see notable growth in several key areas including mobile advertising and point of sale applications. Other notable trends we saw in 2011 include:

• Mobile advertising really took off in 2011 due to increasing smartphone penetration, mobile Web use and related increases in ad inventory. Mobile advertising is now recognized as an opportunity for brands to engage consumers in a targeted manner, thereby improving returns;

• Smartphones are changing consumer shopping behavior and the in-store consumer experience because mobile phones are offering more pricing transparency, greater convenience, and product information. As of 3Q 2011, 49% of mobile consumers said they frequently used their smartphones while shopping;

• The ability to pinpoint a shopper’s location and engage real-time on a mobile device provides vast opportunities for retailers to convert shoppers;

• Large technology companies such as Google, Verizon, Apple, and eBay are trying to build integrated payment and marketing systems and will be a real threat to traditional payment and marketing leaders;

• The growing popularity of smartphones has led to a dramatic rise in mobile video. While 23 million mobile subscribers viewed video on their phones in 2010, 31 million used mobile video in 3Q2011, a 35% increase; and

• Social networking is becoming increasing popular on mobile devices and accelerating the growth of mobile. Android and iPhone users spend more time on Facebook than any other mobile application.

Source: Nielsen, (March 2012).

3

OverviewWhile 2011 was a banner year for mobile, the rate of change will continue to accelerate in 2012. Falling hardware prices will continue to make smartphones and related applications more accessible to more people. By the end of 2012, over 60% of mobile phones will be smartphones. Mobile’s inherently geo-local uses should also foster the creation of a whole host of innovative new applications, and the media and commerce landscapes will continue to undergo profound changes.

Gridley's Mobile Industry Roadmap is a brief 10 page report focused on four major areas we think will offer the best near term opportunities: content, marketing and advertising services, m-commerce / services, and payments. The four areas have been chosen for different reasons, but all four have shown promise and we expect all will continue to drive value for the consumer.

We hope you enjoy this mobile roadmap and our perspectives. Please give us a call to discuss the content of this presentation.

Source: Nielsen, (March 2012).

Linda GridleyPresident & CEO

[email protected]

Pratik PatelDirector

[email protected]

Peg JacksonManaging Director

[email protected]

4

13%

48%

74%

56%

2%

29%

8%

27%

9%10%

46%

36%

0%

10%

20%

30%

40%

50%

60%

70%

80%

2005 2006 2007 2008 2009 2010 2011

Africa Arab States Asia & PacificCIS Europe The Americas

Globally, Mobile Penetration is Significantly Higher than Penetration of Landline Phones or the Internet

Source: International Telecommunication Union, 2011

10%13%

39%

2% 1%

9%

15%

26%23%

46%

29%33%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

2005 2006 2007 2008 2009 2010 2011

Africa Arab States Asia & PacificCIS Europe The Americas

53%

74%

143%

12%

27%

97%

23%

60%

120%

92%

52%

103%

0%

20%

40%

60%

80%

100%

120%

140%

160%

2005 2006 2007 2008 2009 2010 2011

Africa Arab States Asia & Pacific CIS Europe The Americas

Mobile phone penetration increased in the Americas from 52% in 2005 to 103% in 2011…

…while landline phone penetration decreased 3%.. . .. and Internet penetration increased to 56% or ~half mobile

Internet User Penetration RatesFixed Telephone Lines Penetration Rates

Mobile Cellular Subscriptions Penetration Rates

5

56%58%62%

66%

72%75%

77%81%

83%84%86%87%90%

79%

52%

50%

44%41%37%

35%

28%25%

23%21%19%

17%16%14%13%

10%

48%

2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 Feb '12

Feature Phone Smartphone

Conversion from Feature Phones to Smartphones Has Been Accelerating Over the Past Few Quarters……This trend is likely to continue as hardware costs continue to fall. By 2015, over 80% of US mobile users are expected to have smartphones, up from 48% at the end of 2011

US Smartphone Penetration(1) % of US Users with Smartphones(2)

(1) Source: The Nielsen Company.(2) Source: Goldman Sachs (June 2011).(3) Source: Forrester Research (2010).

% of US Users with Tablets (3)

Accelerating User Growth

Accelerating User Growth

1-3%1-3%

50/5050/50

8%

15%

20%

25% 25%

2011 2012 2013 2014 2015

48%

64%71%

77% 81%

2011 2012 2013 2014 2015

2-7%2-7%

6

The More Developed Japanese Market Gives a Hint of What To Expect in the US in the Next Few Years

Mobile Activities in the U.S., EU5, and Japan by % Share of Total Mobile Users

Source: comScore MobiLens, 3 month average ending December 2010, Japan data for December 2010 only

23%

21%20%

18%17%

16% 16%

10% 10%

8%7%

7%6%

4%

25%

15%

26%

13%14%

12%

25%

8%

7%7%

5% 5% 6%5%

16%

32%

16%17%

4%

18%

13%

17%

10%

14%

4%

9%

23%

3%

Games Search CaptureVideo

Maps InstantMessaging

Sports Info Music FinancialNews / Stock

Quotes

RestaurantInfo

TrafficReports

Classifieds Online Retail TV / Video TravelService

U.S. EU5 Japan

In the future, US consumers will probably spend more time viewing videos and TV, searching, and accessing financial news and traffic reports using their mobile devices

Poised for Growth

Poised for Growth

Poised for Growth

Poised for Growth

7

Sources: (1) Chetan Sharma (January 2011), (2) eMarketer (September 2011)

Breakdown of US Mobile Ad Spending ($MM)(2)

Relative Efficacy of Mobile vs. Other Advertising Media (1)

Mobile Ads Are More Targeted, Making them More Effective and Compelling Than Other Media

$633

$1,600

$1,767

$396

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

$5,000

2010 2011 2012 2013 2014 2015

Messaging Display Search Video

US Mobile Ad Spending ($MM)(2)

100 90 70 80 80Mobile

50 50 80 40 60Internet

50 30 9010

20TV

4010

2010

10Print

6010

4010Radio

Reach Targeting Engagement Viral Transaction

$4,396

$3,381

$2,523

$1,802

$1,226

$743

79%

65%

47%

40%34%

30%

2010 2011 2012 2013 2014 2015

0 %

1 0 %

2 0 %

3 0 %

4 0 %

5 0 %

6 0 %

7 0 %

8 0 %

9 0 %

8

52% 51%

34%

21%17%

7%1%

Found it online for abetter price

Found it at anotherstore for a better price

Saw a negative reviewabout the item

Bought a similar iteminstead

It was not available in-store

No longer needed item Nove of the above

12%

3%

18%

24%21%

24%

10% 9%

1%

13-15 16-17 18-19 20-24 25-34 35-44 45-54 55-64 65+

Source: KPMG.

% of Age Group Interested in Mobile TransactionsConsider Mobile Payments Mainstream

9% consider mobile payments mainstream

globally today

9% consider mobile payments mainstream

globally today

83% believe mobile payments will be

mainstream globally within the next four years

83% believe mobile payments will be

mainstream globally within the next four years

Source: Yankee Group.

Reasons for In-Store Purchase Abandonment Among US Smartphone Users

Mobile Phones Are Creating New In-Store Purchasing Behavior and Transforming Payments

Source: comScore, US Smartphone User Survey (July 2011).

9

7.6

3.22.7 2.6

1.5

Retail or conveniencestore

Vending machine Public transportation Grocery store Restaurant

Large Companies Are Trying to Build Integrated Payment and Marketing Systems

Most Trusted Brands in Mobile Payment

Location of Mobile Wallet Purchases in Japan (MM)

Source: comScore MobiLens (December 2010).

39.6% 35.9% 35.8% 34.3%

24.6% 22.9% 22.3%19.5%

17.0% 15.5%12.1%

Visa MasterCard American Express PayPal US Postal Service Apple Microsoft Google Motorola eBay Facebook

It is currently unclear who will ultimately develop the most successful integrated payment and marketing system, however, it is clear that someone will succeed

Source: Ogilvy and Mather (2011).Source: Ogilvy and Mather (2011).

Total Global Payments Revenue Growth ($BN)

2011

$240 billion2011

$240 billion

2015 $670 billion2015 $670 billion

Source: Juniper Research (July 2011).(1)Includes mobile payments for digital and physical goods, money transfers and NFC.

10

Electronics, Clothing, and Food Currently Dominate M-commerce

Company

Recent Moves

• Mobile commerce makes up more than $1 billion in sales

• In 2011, people purchased $5 billion of goods on eBay using their mobile devices

• Launched Goggle Wallet • Dipped its toe into mobile payments by introducing EasyPay

Future Trends

• Tapping into 80% of the retail market that is not online by going mobile

• In 2012, eBay projects this will rise to $8 billion

• PayPal expects to see $7 billion in mobile payment volume in 2012

• Using Google Wallet to gain meaningful traction

• Captive share of search and mobile reach has high leverage potential

• Could easily introduce its own digital wallet

Source: ComScore/Millennial Media Mobile Retail Study (2010).

mCommerce Items Purchased

The ability to pinpoint a shopper’s location and engage real-time on a mobile device provides vast opportunities for retailers to convert shoppers

Total U.S. Mobile Commerce Revenue Growth ($BN)

$3.5

$6.7

$11.6

$17.2

$23.7

$31.0

2010 2011 2012 2013 2014 2015

Source: eMarketer (November 2011).

29%26%

21% 21% 21%19% 19%

17%15% 14%

31%

Electro

nics

Clothin

g/Acc

esso

ries

Food

Enter

tainm

ent/T

ickets

Airplan

e Tick

ets

Books

(Non

-Dig

ital)

Hotel

Stays

Flowers

Tools/

Auto/

Indu

strial

Sports

/Fitn

ess

Car Ren

tals

11

Key M&A Themes

• Wireless infrastructure driven

• One off application acquisitions

• M&A at some scale

• Early marketing related transactions

• Beginning to expand beyond marketing oriented services

• More focused on marketing networks

2005

– 2

006

2007

– 20

0820

09–

Tod

ay

12

Mobile Ecosystem

Mobile Coupons

e-Commerce Mobilizers

Payments

Digital InventoryRewards / CLOs

Bar Code Scanners

Marketing Services Integrated Systems

Social

Mobile Discovery

Marketing and Advertising ServicesMarketing and Advertising Services ContentContent M-Commerce / ServicesM-Commerce / Services PaymentsPayments

Mobile Ad Networks

AnalyticsDSPs Exchanges

M-Commerce Tech

Content

Gaming

Video

Services

Gridley Overview

14

Gridley OverviewGridley & Company, a New York-based boutique investment bank, provides advisory services to companies in the Information Services industry

Leading Boutique • Sharp focus provides clients with valuable strategic insights and perspectives

• Specialize in Internet Services, Digital Media & Marketing Services, Data Services, Financial Technology, and SaaS & Outsourcing Services

• Founded in 2001 • Headquartered in New York, NY

Strong Reputation • Strong industry reputation on assignments led by senior bankers• Experienced, bulge-bracket trained M&A bankers – The “A” Team

Trusted Advisor • Thoughtful ideas – not just logical combinations• Deliver value to buyers, sellers, and investors alike• Broad industry network developed over 25+ years with industry leaders,

emerging growth companies, and senior investors

Gridley & Company

15

INDEPENDENT ADVICE

INTEGRITY

Gridley’s Differentiated Strategic ApproachOur broad network allows us to discern important trends early in their development, advise clients on the best strategies to profit from those trends, and execute successful transactions

Strong Network of Relationships

• Split time 1/3, 1/3, 1/3 between strategics, VC/PE firms, and private company CEOs

• Built our business by visiting over 400 companies a year annually for 10 years

• Have set up over 1,000 one-on-one “meet and greet” meetings at our annual January conference

INDEPENDENT ADVICE

INTEGRITY

Well-Known Thought Leadership

• Often hired by public company leaders to advise them on major growth initiatives

• Approximately 25% of business is retained, strategic buy-side work for industry leaders and selected PE investors

• Use industry overviews to effectively guide strategic buyers and PE investors

Ability to Strategically Position Companies Impressive Track Record

• Spend more time than our competitors on the strategic positioning of our clients

• Work together to optimize market positioning

• Offer strategic insights based on our understanding and perspective of the industry

• Over 25 year history of successfully completing transactions

• Clients like us and the job we do

• Goal is 100% referencable clients

• “No client gets left behind”

16

Strategic Thought Leadership is Well Known

• Highly respected quarterly newsletter about industry trends and corporate finance/M&A activity

• Received by over 2,200 industry CEOs and CFOs, investors, and financial sponsors

• Business Insider: IGNITION

• OMMA Display

• Capital RoundTable

• SIIA Midmarket Growth Conference

• IAB Marketplace: Mobile

• OMMA Mobile

• Upstream Seller Forum

• Digital Hollywood NYC: Media Disruption

• ad:tech NYC 2010

• Digital NY

• January Conference

• Mobile in May

• Annual Golf Outing

• AdTech Cocktail Party

Quarterly Newsletter:The Compass

IndustryGuides

FrequentIndustry Speaker

Gridley Hosted Events

17

Our Team is Experienced, Focused, and Trained for Success• Gridley’s bankers are experienced, bulge-bracket trained bankers – The “A” Team

• Recent additional hires add execution capability and further outreach

Team Member Background

Linda GridleyPresident & CEO

• 25+ years relevant banking experience • Prior firm experience at Lehman Brothers, Furman Selz, and ING Barings• In depth knowledge of marketing services sector

– Successful sale transactions with KBM, M/A/R/C Group, PRIMIS, Communifx, and Digitaria• Frequent industry conferences circuit speaker

Peg JacksonManaging Director

• Extensive knowledge and experience in digital media and technology sectors as venture capitalist• Managing Director at NeoCarta Ventures. Served on boards including Data Synapse (Acquired by Tibco),

Silverpop, and Zoom Systems• Vice President of Business Development at NBC. Responsible for investments including Tivo, Preview

Travel (acquired by Microsoft), Whowhere (acquired by Lycos), Wink (acquired by Liberty)

Pratik PatelDirector

• 9 years banking experience, 5 years covering software and digital media sectors• Prior firm experience at JPMorgan

Maura O’NeillVice President

• 7 years banking experience, extensively working with media and marketing services companies• Prior firm experience at Lehman Brothers and CDG Group

Michael LambeVice President

• 7 years transaction experience, executing transactions for leading private equity firms• Prior firm experience at Harris Williams & Co.

Feng HongAssociate

• 3 years tech banking experience • Prior firm experience at Credit Suisse

18

Selected Recent Gridley Transactions

Gridley clients include industry leaders and premier emerging growth companies

Advisor

Undisclosed

Acquired byWPP Group plc

Advisor

Undisclosed

Acquired byISIS Equity Partners, Inc.

Advisor

$138,000,000

AcquiredModem Media, Inc.

Advisor

Undisclosed

Acquired byValassis

Communications, Inc.Advisor

$58,000,000

AcquiredPerformics, Inc.

Advisory Communications

Advisor

Acquired by

Systems, Inc. (ACS) d/b/a

Undisclosed

ARAG Group

Advisor

Acquired byChannel Intelligence, Inc.

Undisclosed

Advisor

Acquired byMinicom Digital Signage

Undisclosed

Advisor

Acquired byOversee.net

Undisclosed

Advisor

Acquired by

TeleTech Holdings

Undisclosed $20,500,000

Advisor

Acquired by

The Dolan CompanyAdvisor

Acquired byWPP Group plc

Undisclosed

Advisor

AcquiredM3 Mobile Marketing

Undisclosed

Advisor

Acquired byMDC Partners Inc.

Undisclosed

Advisor

AcquiredPepperjam

Undisclosed

Advisor

AcquiredSilverlignGroup Inc.

Undisclosed $20,000,000

Placement Agent

Investment byTZP Group LLC

Acquired byRoper Industries, Inc.

Advisor

$367,000,000

Advisor

$157,000,000

Acquirede-Dialog, Inc.

Advisor

AcquiredFetchBack Inc.

Undisclosed

Advisor

SAS

Undisclosed

Acquired by

Advisor

Undisclosed

Acquired bySchulman, Ronca, &

Bucuvalas, Inc..

Advisor

Acquired by

Undisclosed

Quest Software

UndisclosedEmail Business of

Advisor

Sold to

One to One Interactive, Inc.Sold to

Ad Serving Business of

Advisor

Undisclosed

Aegis plcCo-Manager

$113,189,337

Secondary Offering

Issued Fairness Opinion

$17,450,000

Acquired byVerisign

PrePay Intelligent Network Solutions Business Unit of

Advisor

Undisclosed

Parthenon Capital LLCSold to

$55,200,000

Follow-On Offering

Co-Manager

Undisclosed

Acquired byAlliance Data Systems, Inc.

Advisor

Undisclosed

Acquired byCarlson Marketing Group

Advisor

Marketing One to One, Inc. d/b/a

Advisor

GfK

Undisclosed

Acquired by

Gridley & Company LLC10 East 53rd Street, 24th Floor

New York, NY 10022212.400.9720 tel212.400.9717 fax

Twitter: @gridleycowww.gridleyco.com