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Page 1: AGC Digital Media Overview -- June 2015
Page 2: AGC Digital Media Overview -- June 2015

Charlie is a Vice President in the investment banking group at AGC Partners

Joined AGC as an Analyst and has advised on over 15 closed transactions

Has been a part of deal teams spanning a broad sector base within the Technology sector

Charlie holds a BA cum laude in Economics with a minor in Psychology from Middlebury College.

Charlie SchoppVP, Digital and Mobile

Group

LEADING DIGITAL AND MOBILE TEAM

Linda has over 25 years of Wall Street investment banking experience

Transactional experience focused in Digital Marketing & Media, Adtech, E-Commerce, Mobile, Social, Payments, Financial Technology, Traditional Marketing, Data and Saas & Outsourcing services

Founded Gridley & Co in August 2001 and built a premier boutique investment bank

Linda GridleyCo-Head, Digital and Mobile

Group

Jon is a founding Partner at AGC with a focus on the Digital Media, Internet, and Business Services sectors

Over his 15-year career in investment banking, Jon has completed 75+ transactions

As Chief Operating Officer, Jon helps create and implement AGC’s financial, operational, and business development efforts

Jon helped found AGC in February of 2003

Jon GuidoCo-Head, Digital and Mobile

Group

Elena has worked at AGC for over 7 years and is a Partner at the firm

Prior to AGC, Elena was at Deutsche Bank and Jefferies & Company

She holds an MBA from MIT Sloan School of Management

Elena brings in depth sector knowledge in the Digital Interactive and Digital Education sectors

Elena MarcusPartner, Digital and Mobile

Group

2

High quality solid execution led by senior experienced bankers with deep digital domain expertise

Gee LeungPartner, Digital and Mobile

Group

Gee joined AGC Partners in 2014 as a Partner focusing on Digital Media and Internet

Prior to AGC, Gee held senior positions at MESA Global and Montgomery & Co.

Gee brings 16 years of banking experience to AGC

Gee holds a BS from the Haas School of Business at the University of California, Berkley

AdTech Digital Content Gaming

Collaborative Economy Digital Education Payments

Consumer Analytics Digital Marketing Retail Software

Consumer Apps eCommerce Social Media

Page 3: AGC Digital Media Overview -- June 2015

EXTENSIVE EXPERIENCE IN THE DIGITAL SECTOR

3

+

+ +

+

*Indicates deals completed by Linda Gridley while at Gridley & Company, + Indicates deals completed by Gee Leung at Mesa Global, Inverness Advisors, Montgomery & Co. and Friedman Billings Ramsey

Undisclosed Company

Page 4: AGC Digital Media Overview -- June 2015

Frequent dialogue with the top investors and buyers and vertical partner and industry

organization

Deep-domain expertise and outstanding relationships

with senior decision makersOptimal client outcomes

OUTSTANDING RESULTS IN THE DIGITAL SECTOR

4Confidential Materials. Do Not Distribute.*Includes deals completed by Linda Gridley at Gridley & Company and Gee Leung at MESA Global prior to joining AGC

AGC Client Target / Acquirer Revenue Multiple AGC Client Target / Acquirer Revenue Multiple

15.1x 7.5x

3.0x 153.3x

35.9x 10.5x

25.7x 3.0x

12.1x 2.5x

8.1x 12.1x

5.1x 49.6x

10.5x 2.0x

3.8x 6.2x

35.9x 3.3x

13.0x 3.6x

2.3x 19.9x

18.6x 1.9x

Digital Media Deals Closed Digital Media Deals Closed

Private Placement

Digital Games Business

PIPE

Private Placement

IPO

Page 5: AGC Digital Media Overview -- June 2015

Multi-Sector Gaming Integrated Media / Publishing Digital Marketing Education eCommerceApple AOL Activision American Media 58.com Luminate Apollo 1-800-FlowersYahoo Google Alpha Gaming Bertelsmann Adknowledge / Bluestreak Marchex Benesse Alibaba

Changyou.com Bloomberg AdRoll Marketo Blackboard AmazonBroad Technology DeNA Bonnier AppNexus Mediamind (Digital Generation) Bridgepoint Education Bazaarvoice

Adobe IBM Electronic Arts British Sky Broadcasting Audience Science Merkle Campus Management BestBuyAkamai Intel GameStop C3 Presents Augme Technologies MongoDB / 10gen Capella Education BlueFly

Alcatel Lucent Microsoft Giant Interactive CafeMom Avid Technologies NewsCred Career Education BlueNileCA Technologies Oracle Glu Mobile Clarin Blinkx Oversee.net Cengage Learning CafePress

Canon Rackspace GREE Clear Channel Blucora Pegasystems Chegg Channel AdvisorCisco SalesForce.com GSN Digital Cox Brightroll Qlik Technologies Cornerstone OnDemand Deem / Rearden CommerceCitrix Samsung IGT Cumulus Cheil Quantcast Corporation DeVry DemandwareDell SAP King.com Demand Media Chime Communications QuinStreet Houghton Mifflin Harcourt Digital River

Demandware Sony NetEase Fairfax / Weather Company Perion / Conduit ReachLocal Informa eBay / GSI CommerceHP Xerox Nexon Gaiam Constant Contact Reply.com Jenzabar Ecommerce Industries / OMD

Fujitsu Nintendo Gawker Criteo Responsys K12 EventbriteRecruits Globo cXense Reverb Nation / eMinor Kaplan Gilt

Travel Financial Take-Two Hearst Deluxe Media Rovi LeapFrog Interactive GoIndustry DoveBidAirbnb American Express Ubisoft Hubert Burda Media Dex SilverPop Pearson Intershop Communications

Amadeus Bank of America Zynga Lagadere DG Interactive St Ives Rosetta Stone JD.comCtrip Citi Landmark Media Endurance Super Media Scantron (Harland Clarke) Liberty Interactive

Expedia Discover Telecom Limelight ExactTarget / Salesforce TellApart Scholastic LightInTheBoxHomeAway MasterCard AT&T LiveNation GoDaddy TradeDoubler Smart Technologies MercadolibreMakeMyTrip Visa BlackBerry Macmillan Hakuhodo Triad Standard & Poor's (McGraw Hill) Nextag / WizeOpenTable Wells Fargo BT Naspers Harte-Hanks Turn Strayer Education Ocado Group

Orbitz Deutche Telekom Next Fifteen Hibu Urban Airship Sylvan Learning OpenTablePriceline.com Payment Solutions Docomo Perfect Market Hi-Media Valassis Tribal Group Overstock.com

Travelzoo Blackhawk Network Ericsson Popsugar Hipcricket / Augme Technologies ValueClick / Conversant Party CityTripAdvisor Braintree HTC Publisher's Clearing House Hobsons Vantage Media Agency PetMed Express

Chase PaymenTech Huwawei Radio One Hootsuite Velti Asatsu-DK PointsSocial Cielo LG Red Light Management Hubspot Vocus Covario Rakuten

Angie's List Elavon Nokia Reed Elsevier IgnitionOne XL Marketing Cramer - Krasselt ShoeDazzleAncestry.com First Data Orange SheKnows Infogroup Yellow Pages Deloitte Digital TradeMe

Cvent FIS Rogers Communications Spin Media (Buzz Media) Jive Yesmail (Infogroup) Dentsu VipShopFacebook Fleetcor SingTel The Street Kenshoo Yext Edelman Vitacost.comFlipboard Global Payments SK Telecom TheGuardian LifeStreet Yodle Enero Group WalmartLabs

Foursquare Harland Clarke Softbank Thomson Reuters LivePerson YuMe ePrize Williams-sonomaLinkedIn Heartland Payments Spirent Townsquare Geary LSF YOOXMail.ru Hyperwallet Sprint Triton Media Video Marketing Havas Zulily

Monster.com Ingenico StarComm UBM Adap.tv (AOL) Tremor Video Horizon MediaoDesk Jack Henry Telefonica Vice Media Brightcove Youku Interpublic Loyalty

Pinterest MICROS Telstra Virgin Media Match Marketing AcostaProfessional Diversity Network Moneygram T-Mobile Vivendi Advertising Tech Matomy / MediaWhiz Affinion

Renren Monitise TSYS Vox Media Adaptive Media Marin Software MDC Partners AimiaShareThis North American Bancard Verizon Wedding Wire Adconion MediaMath Nurun Alliance Data / Epsilon

SurveyMonkey Pay Payl (eBay) vodafone XO Group AdMob / Google Mediaocean Publicis / Omnicom CatalinaTwitter Square Ziggo Adslot MediaTrust STW Group Coupons.com

United Online Vantiv Automotive Appia Millennial Media The Marketing Store GrouponYelp Verifone Automatic Data Processing Consulting Blue Kai OpenX Technologies The Search Agency InmarYY Worldpay / RBS Autonation Accenture Brand.net Phunware Wieden & Kennedy Living Social

Xoom AutoTrader.com / Cox Archstone Centro Pubmatic Wieden + Kennedy QuadGraphicsBitAuto Bain & Company Clearspring Technologies PulsePoint WPI RetailMeNot

Record Labels TV / Movies Cars.com Booz Allen Hamilton Collective Media RichRelevance WPP Session MUniversal Music (Vivendi) Belo carsales.com Cognizant CPX Interactive Rocket Fuel Supermedia (Dex)

Warner Music Group 21st Century Fox Classified Ventures / Cars.com Deloitte Didit Rubicon Project Valpak (Cox)Sony BBC Dealer.com Ernst & Young Dstillery SAY Media Print / Publishing Vertrue

Cable vision DealerTrack Technologies GfK Epic Advertising Sharethrough Axel Springer You TechnologyPhoto Editing & Sharing CBS KPA Online Infosys Extreme Reach Specific Media Advance Publications

Corbis Cinram Group Tradeouts.com / Dovebid McKinsey Glam Media The Berry Company American MediaCorel Comcast / NBC TrueCar Mercer GlobalWide Media Undertone Back Stage Data Solutions

Getty Images DirecTV Universal Computer Systems Oliver Wyman InMobi Vibrant Media Conde Nast AcquiaInstagram (Facebook) Discovery Urban Science Sapient LookSmart Videology Courier Acxiom

Shutterfly Dish Network Skillsoft Xaxis / 24/7 Media Financial Times ApigeeShutterstock Disney Financial Services Tata Consulting Forbes comScore

SnapChat GSN / Sony Bankrate Tech Mahindra Digital Music Standalone Search Gannett DatalogixVistaprint HSN Ceridian 7digital Answers Graham Holdings Dataxu

Scripps Concur Fitness Deezer Baidu Meredith Dunnhumby Broad Internet Sinclair Broadcast Group D&B Adidas Disc Makers / AVL Outbrain New York Times Ensighten

IAC The Travel Channel Equifax Asics eMusic Yandex News Corporation FICOInternet Brands Time Warner Experian New Balance Last.fm (CBS) The Washington Post Company NeustarLiberty Media Viacom Fiserv Nike MOG Dating / Relationship Time Out Group Nielsen

Opera Software IHS Reebok Pandora eHarmony Tribune Company OOYALARealNetworks Video INTL FC Stone Under Armour Rhapsody Date.com (Avalanche) RPX

SINA Gaiam Intuit SiriusXM Avid Life Media Digital Real Estate SAS Sungy Mobile Hulu NCR File Sharing SoundCloud Match.com (IAC) Costar Splunk

Tencent Netflix Paychex Dropbox Spotify Spark Networks Onthehouse SymphonyIRIWeb.com Synacor Western Union LogMeIn TuneIn Jiayuan.com Trulia Teradata

Wix TiVo Wolters Kluwer Box Zillow Verisk

SENIOR RELATIONSHIPS WITH THE TOP DIGITAL BUYERS

5

Page 6: AGC Digital Media Overview -- June 2015

AGC COMPLETES DEALS WITH TOP STRATEGIC PARTNERS

6

Strategic Partner AGC Transaction / Relationships

Sold OrderMotion to NetSuite

Sold Pixable to SingTel

Sold Dasient to Twitter

Sold Where and Zvents to eBay

Sold Digitaria and Yankelovich to WPP

Sold reCAPTCHA to Google

Sold OKCupid to Match.com / IAC

Sold Software Company to Apple

Sold Enterprise Mobile, a Microsoft Company to Intermec

Advised Digitas on acquistion of Modem Media

Sold Extend Media and CXO to Cisco

Sold Indiagames to Disney

Sold Frequency Marketing to Alliance Data

Sold Empirix and Secerno to Oracle

Advised doubleclick on acquisition of Performics

Strategic Partner AGC Transaction / Relationships

Sold MetroLyrics to CBS

Sold Fundamo to Visa

Sold Viacom Digital Games Business to Defy Media

Sold OnForce to Adecco

Sold YP's Ingenio Business to Alpine Investors

Sold TriGeo to SolarWinds

Sold Akorri to NetApp

Sold CardStar to Constant Contact

Sold Bowstreet and Ounce Labs to IBM

Sold Catalina Marketing Research Solutions to SRBI and Divested Direct Mail Business to Valassis

Sold Mazu Networks to Riverbed

Sold Neocleus to Intel

Sold Software Company to Citrix

Sold Conduit Labs to Zynga

Sold TriCipher to VMware

*Includes deals completed by Linda Gridley at Gridley & Company and Gee Leung at MESA Global prior to joining AGC

Page 7: AGC Digital Media Overview -- June 2015

PREMIER INDUSTRY EVENTS

Hosts of Premier Annual New York Digital Media Conferences

September 9th, 2014

Held annually each January from 2001-2014 400-500 Senior Executive attendees 40 presenting companies and 9 industry panels Highly personalized experience

Inaugural NYC event in September 2014 400+ Senior Executive Attendees 500+ one-on-one meetings 120 Presenting Companies

AGC Hosts Additional Leading Tech Conferences in Key Geographies

San Francisco – April 20th & 21st, 2015Boston – September 21st , 2015 London – June 17th, 2015

Held every October since 2003 2014 featured 130 tech companies 900+ one-on-one meetings

Held every April since 2003 Draws 350+ Senior Executive Attendees 1,600+ one-on-one meetings

First held in June 2012 500+ one-on-one meetings Connects top companies and buyers /

investors from two continents

7

Page 8: AGC Digital Media Overview -- June 2015

Company Description:Provides online marketplaces for the sale of goods and services, as well as other online commerce, platform and payment solutions to individuals and businesses.

Enterprise Value:$37.8B

LTM Revenue:$9.5B

LTM EBITDA:$2.9B

Employees: 17,700

Headquarters:San Jose, CA

Company Description: Where provides local search and recommendation services on mobile phones and Web applications. The WHERE mobile app allows users to search for places, events and special offers, while the WHERE Ads platform features the nation’s premier hyper-local ad network.

Headquarters:

Boston, MA

Employees:

90

Invested Capital:

$20M

Objective: After inbound interest materialized, Where sought a quick and efficient process to determine market interest and select the best possible transaction.

AGC Execution: AGC engaged the key decision makers to dig in and understand the story to make sure that Where was acquired by the best possible partner for a premium valuation. AGC positioned the opportunity as one that would allow a potential partner to be the immediate leader in the emerging mobile advertising and e-commerce market. In just five weeks, AGC was able to create a competitive bidding process that resulted in double the purchase price, cleaner terms from the buyer, and increased satisfaction on both sides of the table.

CEO Feedback: “When this all started, I said I would never hire a banker,” said Walt Doyle, President and CEO of Where. “I am now glad that we did as the AGC team did an outstanding job of bringing this transaction together. We are very excited to be joining the eBay/PayPal family.”

Why AGC Succeeded:

Lent credibility to the process of managing inbound interest and maximizing value from sophisticated buyers

Was able to cleanly execute an otherwise volatile process by getting management, the Board, and the buyer on the same page

AGC SELLS WHERE TO EBAY

8Confidential Materials. Do Not Distribute.

Page 9: AGC Digital Media Overview -- June 2015

About Updata Partners:Updata Partners provides growth equity and growth experience to the next generation of technology market leaders. Led by an investment team averaging more than 25 years of experience in the technology industries, Updata works with growth stage companies where the combination of our financial backing and our partners’ operating expertise will dramatically accelerate success.

Headquarters:Washington, DC

About Collective Bias:Collective Bias is a publisher of high-quality, user-generated content that drives sales for brands and retailers. In 2013, CB ran over 150 advertising programs for brands and retailers creating over 700,000 pieces of content, generating over 2.8 billion impressions and influencing natural search results to help drive measurable sales focused on category growth, new product launches, in-store demos and seasonal events.

Employees:

650

Headquarters:

New York, NY

Objective: Collective Bias selected Gridley to evaluate equity financing opportunities and run a disciplined process in order to fund continued growth and expansion

Gridley Execution: Ran broad process, marketing the round to over 20 venture investors to find the best partner at the highest valuation. Focused on investors with digital marketing experience

CEO Feedback:

“Linda and her capable team at Gridley & Company made Collective Bias’ growth capital raise seamless. Gridley’s outstanding relationships brought efficiency to the process enabling our management team to focus on running the company vs. being distracted.”

~ John Andrews, Co-Founder and former CEO, Collective Bias

Why Gridley Succeeded:

Leveraged domain expertise in digital and shopper marketing to effectively highlight the Company’s unique positioning

Convinced investors of core technology platform value and huge market opportunity

Managed extensive diligence process and contract negotiations

Confidential Materials. Do Not Distribute.

COLLECTIVE BIAS COMPLETES GROWTH EQUITY FINANCING

9

Page 10: AGC Digital Media Overview -- June 2015

About Cox Media:Cox Media Group is an integrated broadcasting, publishing, direct marketing and digital media company that includes the national advertising rep firms of Cox Reps.

About Collective:Collective's solutions serve online publishers, agencies and advertisers. Collective's product suite includes the Collective Network, the largest premium display advertising network, the Directive Network, the only transparent performance advertising network, AMP, its proprietary ad network management platform and Personifi, the leading semantic content classification and audience targeting solution. Founded in 2005, Collective Media is headquartered in New York City with offices in Boston, Chicago, Dallas, Detroit, Los Angeles and San Francisco.

Headquarters:

New York, NY

Employees:

280

Objective: Collective Media selected AGC to run a disciplined process to evaluate equity financing opportunities in order to fund continued growth and expansion

AGC Execution: AGC engaged key decision makers to dig in and understand the story to make sure that Collective Media was financed by the best possible partner for a premium valuation. AGC positioned the opportunity as one that would allow a potential partner to immediately benefit from a partnership with the leader in the online advertising network and technology market. AGC was able to effectively position the process that resulted in a premium valuation, clean terms from the investors, and increased satisfaction on both sides of the table.

Why AGC Succeeded:

Provided access to the right decision makers at the top potential investors to ensure the opportunity was properly evaluated

Experts at positioning and conveying a technology story

We are extremely diligent about running a thorough and effective process

About Accel Partners:Private equity and venture capital firm specializing in investments in incubation, early stage, and growth stage companies. The firm seeks to invest in green technology innovation, information technology, digital, media, telecommunication, consumer, pandemic and bio-defense, and life sciences.

About Samsung Ventures:Samsung Venture Investment Corporation manages investment and investment-related activities for Samsung affiliate companies. The investment mandate for Samsung Venture Investment Corporation tracks closely to the strategic priorities of Samsung affiliate companies' core operating divisions.

Confidential Materials. Do Not Distribute.

COLLECTIVE MEDIA COMPLETES GROWTH EQUITY FINANCING

10

Page 11: AGC Digital Media Overview -- June 2015

Company Description:Today, more than 16,000 companies and subsidiaries depend on NetSuite to run complex, mission-critical business processes globally in the cloud. Since its inception in 1998, NetSuite has established itself as the leading provider of enterprise-class cloud financials/ERP suites for divisions of large enterprises and mid-sized organizations seeking to upgrade their antiquated client/server ERP systems.

Headquarters:

San Mateo, CA

Stock Ticker:

NYSE:N

Employees:

2,762

Objective: OrderMotion board/management approached Gridley to manage inbound interest from several strategic buyers to evaluate a 100% sale of the business

Gridley Execution: Gridley was able to successfully negotiate a highly competitive bidding process between several large strategic buyers to achieve optimal value for OrderMotion shareholders

CEO Feedback: “This transaction was a win for OrderMotion’s customers, employees and shareholders. OrderMotion investors received excellent value, and OrderMotion employees are now part of a world class company. Linda Gridley and her team played an important part in helping us bring it all together with their industry experience, thoughtful insight and willingness to get into the trenches with our team.”

~ Marty Fahey, CEO, OrderMotion

Why Gridley Succeeded:

Leveraged domain expertise and strong relationships in the Digital eCommerce sector

Crafted Company’s core value proposition well beyond its financials, selling innovative functionally in an increasingly important vertical

Effectively managed interested parties to create strong competition for the business

Remained actively involved throughout all stages of the process, guiding interested parties toward a great outcome for both OrderMotion and the ultimate purchaser

Company Description:OrderMotion is a leading direct-to-consumer (D2C) and order management platform company that provides a comprehensive order management solution for a wide range of businesses including B2B, B2C, retail, wholesale distribution and manufacturing. OrderMotion’s solution is used in conjunction with front-end tools such as Demandware and Magento by leading eCommerce and omni-channel retailers.

Headquarters: Burlington, MA

[HIGHLY CONFIDENTIAL]GRIDLEY SELLS ORDERMOTION TO

NETSUITE

11

Page 12: AGC Digital Media Overview -- June 2015

“ eCommerce services is a very dynamic and disrupted market with lots of growth opportunities for the foreseeable future. The Optaros team is thrilled to have been acquired by IPG’s MRM//McCann with whom we share a common vision of the Connected Consumer Journey. Linda and her team understood the opportunities for Optaros and were able, through their industry knowledge and connections, to articulate that value to a variety of strategic buyers. We were pleased with the guidance and with level of detail and attention that they brought to our transaction. process”

— Rob Willms, CEO of Optaros(AGCacted as sole financial advisor to OrderMotion in December 2014)

“This transaction was a win for OrderMotion’s customers, employees and shareholders. OrderMotion investors received excellent value, and OrderMotion employees are now part of a world class company. Linda Gridley and her team played an important part in helping us bring it all together with their industry experience, thoughtful insight and willingness to get into the trenches with our team.”

— Marty Fahey, CEO of OrderMotion(Gridley & Company acted as sole financial advisor to OrderMotion in May 2013)

“Linda and her capable team at Gridley & Company made Collective Bias' growth capital raise seamless. Gridley's outstanding relationships brought efficiency to the process enabling our management team to focus on running the company vs. being distracted."

— John Andrews, Co-Founder & former CEO of Collective Bias(Gridley & Company acted as sole financial advisor to Collective Bias in March 2013)

"Jon and the AGC team worked tirelessly during the process from start to finish. Jon was instrumental in driving the process, particularly in the most critical moments of the transaction. I hope to work with Jon and AGC down the road."

— George Cigale, CEO of Tutor.com(AGC Partners acted as sole financial advisor to Tutor.com in December, 2012)

“Gridley & Company ran a superb process, start to finish. The team took great pains to understand our business and its currency. They set expectations responsibly. They were fastidious about every detail. And, in so doing, my blood pressure stayed in check. In the end, we got a valuation very much in line with Linda's original prediction and a really clean deal. Gridley & Company did a fantastic job and I recommend them without reservation.”

— Tom Simons, Founder & Chairman of Partners+Simons(Gridley & Company acted as sole financial advisor to Partners+simons in November 2012)

“The AGC team did an outstanding job in advising us throughout this process. We built a great company and weren’t looking to sell, but when the opportunity presented itself the AGC team jumped into gear. AGC’s ability to run an efficient process in a narrow timeframe ultimately ensured that Dasient’s shareholders received the best possible outcome. We are thrilled with the results of the transaction, and I look forward to continuing my relationship with the AGC team.”

— Paul Stich, CEO of Dasient(AGC Partners acted as sole financial advisor to Dasient in January, 2012)

Confidential Materials. Do Not Distribute.

WHAT OUR CLIENTS SAY ABOUT US

sold to

sold to

sold to

12

Page 13: AGC Digital Media Overview -- June 2015

“Gridley provided the right strategic advice upfront and then executed a high quality, efficient process in the sale of Knowledge Networks to GfK. This is a firm that is simply focused on their client’s best interest, not theirs. I highly recommend the Gridley team.”

— Frederic Harman, Managing Partner of Oak Investment Partners(Gridley & Company acted as sole financial advisor to Oak Investment Partners portfolio company Knowledge Networks in December 2011)

“We had a very good feeling about AGC from the first meeting. They promised senior-level attention and delivered, while demonstrating honesty, commitment and trustworthiness along the way. AGC ran a comprehensive global process for us and performed above expectations on an industry-defining, cross-border transaction in mobile payments. I look forward to the opportunity to work with AGC again in the future.”

— Hannes van Rensburg, CEO of Fundamo(AGC Partners acted as sole financial advisor to Fundamo in June, 2011)

“When this all started, I said I would never hire a banker. I am now glad that we did as the AGC team did an outstanding job of bringing this transaction together. We are very excited to be joining the eBay/PayPal family.”

— Walt Doyle, CEO of WHERE (AGC Partners acted as sole financial advisor to WHERE in April, 2011)

“This marriage offers us the best of both worlds: the autonomy to continue pursuing OkCupid's original vision and the ability to leverage Match's reach and expertise to grow even faster. The team at AGC were instrumental in helping us determine which party was the best fit and did whatever was needed to bring our transaction to a close. I would strongly recommend AGC as an M&A advisor.”

— Sam Yagan, CEO of OkCupid(AGC Partners acted as sole financial advisor to OkCupid in February, 2011)

“AGC did an outstanding job helping us navigate through this process. We needed a team that had the ability to position our story and the transaction experience to close on the opportunity with the best potential partner in NetApp. The AGC team worked aggressively throughout the process to drive the transaction to signing and closing. The Akorri team looks forward to working with AGC again in the future.“

— Allan Wallack, CEO of Akorri(AGC Partners acted as sole financial advisor to Akorri in January, 2011)

“As CEO of DoubleClick, we sought Gridley’s advice on potential cross channel database marketing strategies and hired Gridley to advise us on the acquisition of Performics. We were introduced to Performics at Gridley’s annual January conference and Gridley helped to keep those conversations proprietary and avoid a big auction process. Since then, I hired Linda and her team on another assignment and also have been a frequent speaker at her events. Their January conference brings together an exceptional networking opportunity for senior decision makers in the internet and marketing services industries.”

— Kevin Ryan, Former CEO of DoubleClick, Co-Founder of ShopWiki(Gridley & Company acted as sole financial advisor to DoubleClick in May 2004)

Confidential Materials. Do Not Distribute.

WHAT OUR CLIENTS SAY ABOUT US

13

has acquired

sold to

Page 14: AGC Digital Media Overview -- June 2015

10+ YEAR HISTORY OF SUCCESSFUL TRANSACTIONS

14

+

+

+ +

+ +

*Indicates deals completed by Linda Gridley while at Gridley & Company, + Indicates deals completed by Gee Leung at Mesa Global, Inverness Advisors, Montgomery & Co. and Friedman Billings Ramsey

Undisclosed Company

Page 15: AGC Digital Media Overview -- June 2015

10+ YEAR HISTORY OF SUCCESSFUL TRANSACTIONS

15

+ +

*

*Indicates deals completed by Linda Gridley while at Gridley & Company, + Indicates deals completed by Gee Leung at Mesa Global, Inverness Advisors, Montgomery & Co. and Friedman Billings Ramsey

++

Page 16: AGC Digital Media Overview -- June 2015

10+ YEAR HISTORY OF SUCCESSFUL TRANSACTIONS

16

++

+

+ + +

+ ++*

*Indicates deals completed by Linda Gridley while at Gridley & Company, + Indicates deals completed by Gee Leung at Mesa Global, Inverness Advisors, Montgomery & Co. and Friedman Billings Ramsey

Page 17: AGC Digital Media Overview -- June 2015

10+ YEAR HISTORY OF SUCCESSFUL TRANSACTIONS

17*Indicates deals completed by Linda Gridley while at Gridley & Company, + Indicates deals completed by Gee Leung at Mesa Global, Inverness Advisors, Montgomery & Co. and Friedman Billings Ramsey

Page 18: AGC Digital Media Overview -- June 2015

18

CONTACT INFORMATION

Jon GuidoCo-Head, Digital and Mobile Group

Direct: (617) 261-4126Cell: (617) 794-9185Email: [email protected]

Linda GridleyCo-Head, Digital and Mobile Group

Direct: (212) 400-9710Cell: (917) 282-0395Email: [email protected]

Charlie SchoppVP, Digital and Mobile Group

Direct: (617) 261-4153Cell: (413) 717-1676Email: [email protected]

Elena MarcusPartner, Digital and Mobile Group

Direct: (617) 261-4138Cell: (617) 909-8106Email: [email protected]

Gee LeungPartner, Digital and Mobile Group

Direct: (650) 241-1490Cell: (415) 812-6146Email: [email protected]