1. Gridley’s
Mobile New York
Industry Roadmap
Tips for a Successful
Mobile Fundraise
March 2012

2. Globally, Mobile Penetration is Significantly Higher
than Penetration of Landline Phones or the Internet
Mobile Cellular Subscriptions Penetration Rates
Mobile phone penetration increased in the Americas from 52% in 2005 to 103% in 2011…
160%
140% 143%
120%
120%
103%
100%
92% 97%
80%
74%
60%
60%
52% 53%
40%
27%
20% 23%
12%
0%
2005 2006 2007 2008 2009 2010 2011
Africa Arab States Asia & Pacific CIS Europe The Americas
Fixed Telephone Lines Penetration Rates Internet User Penetration Rates
…while landline phone penetration decreased 3%.. . .. and Internet penetration increased to 56% or ~half mobile
50% 80%
46% 74%
45% 70%
40% 39% 60%
35% 56%
33% 50%
30% 29% 46% 48%
25% 26% 40%
23% 36%
20% 30% 29%
15% 15% 27%
13% 20% 10%
10% 9% 10% 9% 13%
10% 8%
5%
2% 1% 2%
0% 0%
2005 2006 2007 2008 2009 2010 2011 2005 2006 2007 2008 2009 2010 2011
Africa Arab States Asia & Pacific Africa Arab States Asia & Pacific
CIS Europe The Americas CIS Europe The Americas
Source: International Telecommunication Union, 2011
2

3. 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)
77% 81%
Feature Phone Smartphone 71%
90% 64%
87% 86%
84% 83% 48%
81%
79%
77%
75%
72%
Almost
50/50
62%
57%
2011 2012 2013 2014 2015
52%
48%
% of US Users with Tablets (3)
wth 43%
r Gro 25%
ti ng Use 38% 25%
lera
Acce 5% 20%
28%
25% 15%
21% 23%
19%
16% 17% 8%
13% 14%
10% 1-3%
2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 2011 2012 2013 2014 2015
Note: Dashed lines indicate extrapolated data.
(1) Source: The Nielsen Company.
(2) Source: Goldman Sachs (June 2011).
(3) Source: Forrester Research (2010).
3

4. Mobile Ecosystem
Marketing Services / Advertising / Analytics Content / Social M-Commerce Payments / In-Store
Marketing Services Content e-Commerce Mobilizers Integrated Systems
Payments
Video
Gaming
M-Commerce Tech
Mobile Ad Networks
Bar Code Scanners
Mobile Discovery
Mobile Coupons
Social
DSPs Exchanges Analytics
Digital Inventory Rewards / CLOs
4

5. The More Developed Japanese Market Gives a Hint
of What To Expect in the US in the Next Few Years
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
Mobile Activities in the U.S., EU5, and Japan by % Share of Total Mobile Users
32%
Poised for
Growth
26%
25% 25%
23% 23%
Poised for
21% Growth
20%
18% 18%
17% 17%
16% 17%
16% 16% 16%
15%
14% 14%
13% 13%
12%
10% 10% 10%
8% 8% 9%
7% 7%
7% 7%
5% 6% 6%
5% 4% 5%
4% 4%
3%
Games Search Capture Maps Instant Sports Info Music Financial Restaurant Traffic Classifieds Online Retail TV / Video Travel
Video Messaging News / Stock Info Reports Service
Quotes
U.S. EU5 Japan
Source: comScore MobiLens, 3 month average ending December 2010, Japan data for December 2010 only
5

6. Mobile Ads Are More Targeted, Making them More
Effective and Compelling Than Other Media
Relative Efficacy of Mobile vs. Other Advertising Media (1)
Reach Targeting Engagement Viral Transaction
Mobile 100 90 70 80 80
Internet 50 50 80 40 60
1
TV 50 30 90
0
20
1 1 1
Print 40
0
20
0 0
1 1
Radio 60
0
40
0
US Mobile Ad Spending ($MM)(2) Breakdown of US Mobile Ad Spending ($MM)(2)
9 0 %
$5,000
79%
$4,396 8 0 %
$4,500
65% $396
7 0 % $4,000
$3,381 $3,500
6 0 %
47% $3,000 $1,767
$2,523 5 0 %
$2,500
4 0 %
$1,802 $2,000
40% 3 0 %
$1,226 34% $1,500 $1,600
30%
2 0 %
$743 $1,000
$500
1 0 %
$633
0 %
$0
2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015
Messaging Display Search Video
Sources: (1) Chetan Sharma (January 2011), (2) eMarketer (September 2011)
6

7. Mobile Phones Are Creating New In-Store
Purchasing Behavior and Transforming Payments
Reasons for In-Store Purchase Abandonment Among US Smartphone Users
52% 51%
34%
21%
17%
7%
1%
Found it online for a Found it at another Saw a negative review Bought a similar item It was not available in- No longer needed item Nove of the above
better price store for a better price about the item instead store
Source: comScore, US Smartphone User Survey (July 2011).
Consider Mobile Payments Mainstream % of Age Group Interested in Mobile Transactions
9% consider mobile
payments mainstream
24% 24%
globally today
21%
18%
12%
10% 9%
3%
1%
83% believe mobile
payments will be
13-15 16-17 18-19 20-24 25-34 35-44 45-54 55-64 65+
mainstream globally within
the next four years
Source: KPMG. Source: Yankee Group.
7

8. II. Digital New York

9. Over 300 NY Digital Start-Ups Founded in the Last
Few Years…
Digital Start-Ups Founded in NY
80
71
62 60
53
2007 2008 2009 2010 2011
Sources: CapIQ and Gridley estimates
9

10. NY’s Emergence as a Tech Hub
New York City has become a true digital media innovation center
Q3 2011 Internet VC Funding by Top Cities Q3 2011 Internet VC Deals by Top Cities
Total of Top Cities = $2,165 billion Total of Top Cities = 153
Total including Others = $2,989 billion Total including Others = 308
Seattle
3% Seattle, 9
Chicago Foster City
4% 3% Foster City, 2
Chicago, 7
M cLean
6% M cLean, 1
San Francisco, 44
San Francisco
34% Bay Area Bay Area
New York $1,277 bn 77
27%
New York, 59
Palo Alto, 11
Palo Alto
San M ateo Los Angeles, 8
4%
4% Redwood City Los Angeles
San M ateo, 8 Redwood City, 4
4% 11%
Source: CB Insights “Venture Capital Activity Report”
10

11. NY Ecosystem has Very Different Roots and Growth
Opportunities than Silicon Valley
Internet Services Wall Street
Leadership
Talent
Operational Engineering
Data Services Efficiencies Talent Advertising
Key Creative
Customers Talent
Strategic Strategic
Acquirers Partnerships
Fashion Business Media
Development
11

12. Top 25 Private Digital NY Sale Transactions
January 2007 – December 2011 (Disclosed deals / rumored pricing available)
(Enterprise Value
in $M)
$1,000
$800
$400
$200
$0
2007 2008 2009 2010 2011
Source: Capital IQ, TechCrunch, public filings, and press releases
12

13. NY Area Private Mobile Companies (32)
Content 9 eCommerce 4 Marketing 15 Social 4
13

14. Top 10 Private Digital NY Sale Transactions
January 2008 – December 2011 (Disclosed deals / rumored pricing available)
Transaction
Date Acquirer/Target Value (in $M)
1) 06/15/2011 $524
2) 06/13/2011 400*
3) 02/06/2011 315
4) 01/19/2011 296
5) 02/03/2010 225
6) 01/25/2010 200*
7) 09/08/2011 151
8) 06/17/2010 135
9) 08/05/2008 125
10) 09/07/2010 120
Source: Capital IQ, TechCrunch, public filings, and press releases. *rumored value
14

15. “The Locals” - Digital Focused VC/PE Firms
Headquartered in NY Area (61)
Seed 23 Early Stage 27 Growth Equity 20 Buyout 7
(<$2M) ($1M-$10M) ($10M-$50M)
Note: Firms may be active in more than one category. Source: Capital IQ, TechCrunch, public filings, and press releases
15

16. “The Locals” - Digital Focused VC/PE Firms
Headquartered in NY Area
By Number of NY Area Digital Investments January 2008 – December 2011
1-3
1-3 21 4-10
4-10 19 >10
>10 7
Seed
Early Stage
Growth
Buyout
Source: Capital IQ, TechCrunch, public filings, and press releases
16

17. “The Satellites” - Digital Focused VC/PE Firms
With a NY Office (24)
Seed 9 Early Stage 10 Growth Equity 11 Buyout 5
(<$2M) ($1M-$10M) ($10M-$50M)
Note: Firms may be active in more than one category. Source: Capital IQ, TechCrunch, public filings, and press releases
17

18. “The Satellites” - Digital Focused VC/PE Firms
With a NY Area Office
By Number of NY Area Digital Investments January 2008 – December 2011
1-3 6 4-10 7 >10 2
Seed
Early Stage
Growth
Source: Capital IQ, TechCrunch, public filings, and press releases
18

19. “The Outsiders” - Digital Focused Non-NY VC/PE
Firms (44)
Seed 8 Early Stage 30 Growth Equity 27
(<$2M) ($1M-$10M) ($10M-$50M)
Note: Firms may be active in more than one category. Source: Capital IQ, TechCrunch, public filings, and press releases
19

20. “The All-Stars” - VC/PE Firms with at Least 5 NY
Area Digital Investments
January 2008 – December 2011
“The Locals” 20 “The Satellites” 7 “The Outsiders” 11
Seed
Early Stage
Growth
Source: Capital IQ, TechCrunch, public filings, and press releases
20

21. Advice for the Entrepreneur
• Digital NY is getting crowded with lots of startups. Be sure of your objectives and how to
achieve them.
• There is a quality group of NY-based technology focused lawyers, accountants and recruiters –
network into them.
• Not everyone will be able to sell for $100MM+ valuations. Be realistic about where you stand
on your chances.
• The scope of what is "strategic" to a buyer is constantly expanding. Make sure to keep as many
lines of communication open to large organizations.
• There are LOTS of outside capital. Think through what is the
right amount for you.
• Choosing a VC is as important as choosing a co-founder. It
could be a 5+ year relationship, so get as much outside
perspective on them as possible.
− Focus on the partner involved, not the firm overall.
21

22. III. Gridley Overview

23. Gridley Overview
Gridley & Company, a New York-based boutique investment bank, provides advisory
services to companies in the Information Services industry
Gridley & Company
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
23

24. Gridley’s Differentiated Strategic Approach
Our 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
INDEPENDENT ADVICE INDEPENDENT ADVICE
Well-Known Thought Leadership Strong Network of Relationships
• Often hired by public company leaders to • Split time 1/3, 1/3, 1/3 between strategics,
advise them on major growth initiatives VC/PE firms, and private company CEOs
• Approximately 25% of business is • Built our business by visiting over 400
retained, strategic buy-side work for companies a year annually for 10 years
industry leaders and selected PE investors • Have set up over 1,000 one-on-one “meet
• Use industry overviews to effectively guide and greet” meetings at our annual January
strategic buyers and PE investors conference
INTEGRITY
Ability to Strategically Position Companies INTEGRITY
Impressive Track Record
• Spend more time than our competitors on • Over 25 year history of successfully
the strategic positioning of our clients completing transactions
• Work together to optimize market • Clients like us and the job we do
positioning • Goal is 100% referencable clients
• Offer strategic insights based on our • “No client gets left behind”
understanding and perspective of the
industry
24

25. Strategic Thought Leadership is Well Known
Quarterly Newsletter: Industry Frequent Gridley Hosted
The Compass Guides Industry Speaker Events
• Business Insider: • Digital NY
IGNITION
• January Conference
• OMMA Display
• Mobile in May
• Capital RoundTable
• Annual Golf Outing
• SIIA Midmarket Growth
Conference • AdTech Cocktail
Party
• IAB Marketplace: Mobile
• Highly respected
quarterly newsletter • OMMA Mobile
about industry trends
and corporate • Upstream Seller Forum
finance/M&A activity • Digital Hollywood NYC:
• Received by over 2,200 Media Disruption
industry CEOs and • ad:tech NYC 2010
CFOs, investors, and
financial sponsors
25

26. 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 Gridley • 25+ years relevant banking experience
President & CEO • 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 Jackson • Extensive knowledge and experience in digital media and technology sectors as venture capitalist
Managing Director • 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 Patel • 9 years banking experience, 5 years covering software and digital media sectors
Director • Prior firm experience at JPMorgan
Maura O’Neill • 7 years banking experience, extensively working with media and marketing services companies
Vice President • Prior firm experience at Lehman Brothers and CDG Group
Michael Lambe • 7 years transaction experience, executing transactions for leading private equity firms
Vice President • Prior firm experience at Harris Williams & Co.
Feng Hong • 3 years tech banking experience
Associate • Prior firm experience at Credit Suisse
26

27. Selected Recent Gridley Transactions
Gridley clients include industry leaders and premier emerging growth companies
Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed $20,500,000 Undisclosed
Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by
SAS GfK Channel Intelligence, Inc. Minicom Digital Signage Oversee.net TeleTech Holdings The Dolan Company WPP Group plc
Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor
Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed $20,000,000 $367,000,000 $157,000,000
Acquired Acquired Acquired by Acquired Acquired Investment by Acquired by Acquired
FetchBack Inc. M3 Mobile Marketing MDC Partners Inc. Pepperjam SilverlignGroup Inc. TZP Group LLC Roper Industries, Inc. e-Dialog, Inc.
Advisor Advisor Advisor Advisor Advisor Placement Agent Advisor Advisor
Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed $113,189,337 $17,450,000 Undisclosed
Email Business of Ad Serving Business of PrePay Intelligent Network
Solutions Business Unit of
Sold to Acquired by Acquired by
Acquired by Acquired by Sold to Sold to Secondary Offering
Verisign Schulman, Ronca, &
WPP Group plc Quest Software One to One Interactive, Inc. Aegis plc Parthenon Capital LLC Bucuvalas, Inc.
.
Advisor Advisor Advisor Advisor Advisor Co-Manager Issued Fairness Opinion Advisor
Undisclosed $138,000,000 Undisclosed $58,000,000 Undisclosed $55,200,000 Undisclosed Undisclosed
Advisory Communications Marketing One to One, Inc.
Systems, Inc. (ACS) d/b/a
d/b/a
Acquired by Acquired Acquired by Acquired Acquired by Acquired by Acquired by
Valassis Follow-On Offering Carlson Marketing Group
ISIS Equity Partners, Inc. Modem Media, Inc. Performics, Inc. ARAG Group Alliance Data Systems, Inc.
Communications, Inc.
Advisor Advisor Advisor Advisor Advisor Co-Manager Advisor Advisor
27

28. Gridley & Company LLC
10 East 53rd Street, 24th Floor
New York, NY 10022
212.400.9720 tel
212.400.9717 fax
Twitter: @gridleyco
www.gridleyco.com