The Leader in M&A, Financing, and Strategic Advisory Services for the Travel and Leisure Industries

BENTLEY ASSOCIATES L.P.

Overview of Bentley Associates

BENTLEY ASSOCIATES L.P. CONFIDENTIAL

OVERVIEW OF BENTLEY ASSOCIATES Relationship Team

BENTLEY ASSOCIATES L.P.

Travel and Leisure Group

Frank Sena Justin Hirs

Managing Director Director

Peter S. Shin M. Mims Wright

Senior Advisor Senior Advisor

Associates and Analysts

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OVERVIEW OF BENTLEY ASSOCIATES Background

 Bentley Associates is an independent boutique offering the focused attention and expertise of seasoned professionals

 Founded in 1990

 Comprised of over 25 senior level investment bankers, typically with 20 to 25 years of experience

 Prior to joining Bentley, our bankers have enjoyed careers at Bear Stearns, CIBC, Citicorp, Dean Witter Reynolds, DLJ, JPMorgan Chase, Merrill Lynch, PaineWebber, PricewaterhouseCoopers, Prudential Securities, and Salomon Smith Barney

 Bentley has formal, contractual referral relationships with Morgan Stanley Wealth Management, Bank of America Merrill Lynch, and Wells Fargo

 These firms refer their middle-market clients based on our demonstrated investment banking expertise

 We maintain active relationships with more than 800 middle and small market firms

 We provide a full spectrum of investment banking services to our clients:

: exclusive sales and divestitures, mergers, acquisitions, recapitalizations

 Private Placements: mezzanine debt and private equity

 Strategic Advisory: IPO advisory, public company special committees, tender defense and response

 Bentley was nominated as “Boutique Investment Banking Firm of the Year” by The M&A Advisor in 2013

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Industry Focus1

 A 24/7 focus on Travel and Leisure

 Focus on “butts-in-seats” and “heads-on-pillows” yield management

 We are “a mile deep” with experience in the “inch-wide” vertical of Travel and Leisure

 The #1 ranked M&A track record on Wall Street

Total M&A Transactions (2005 – present)

21 22

20

18

16

14 12

12

9 9 10 8 7 7 8 6 6 6 6

6 Number of M&A Transactions M&A of Number

4

2

0 Bentley UBS Morgan JPMorgan Citigroup Deutsche Goldman Jefferies BofA Merrill Blackstone Associates Stanley Chase Bank Sachs Lynch (1)

1 Includes transactions completed by Travel and Leisure professionals while at previous firms. BENTLEY ASSOCIATES L.P. 4

OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Industry Focus

 Areas of focus include:

 Business Service Companies  Online / Offline Distribution

 Corporate / Leisure Travel Agencies  Social Networking Companies

 Deal Publishers  Technology / Software Providers

 Hotel Representation Companies  Tour Operators

 Meeting / Event Companies  Travel Publications

 Meta-Search Companies  Vacation Rental / Exchange Companies

 Mobile Applications and Technology  Wholesalers

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Primary Services

 Financial Advisory

 Sellside  Management Buyouts

 Buyside  Special Committee Assignments

 Divestitures and Spinoffs  Valuation Assignments

 Financing

 Venture Capital

 Growth Equity

 Senior and Mezzanine Debt

 Strategic Advisory

 Customized consulting

 Contracted corporate development

 Creation of strategic partnerships

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Transactions

Hotel Reputation Online Hotel and Management and Lodging Retailer Technology Provider has completed a has completed an has acquired has been acquired by has acquired bankruptcy sale to equity sale to

Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor

Pending Pending March 2014 November 2012 November 2011 January 2011 July 2010

Hotels and Discounts HotelReservations.com s

has acquired has been acquired by has acquired has been acquired by has been acquired by has been acquired by has been acquired by

Ansco Investment MEDIA MARKET GROUP LLC Company Convention Housing

Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor

April 2009 March 2009 November 2008 April 2008 March 2008 March 2008 December 2007

Senior Term Loan has been acquired by Senior Term Loan has been acquired by has been acquired by Series C Preferred Stock has been acquired by

$94 million

Placement Agent Sell-Side Advisor Placement Agent Sell-Side Advisor Sell-Side Advisor Placement Agent Sell-Side Advisor

December 2007 August 2007 January 2007 December 2006 September 2006 June 2006 December 2005

BENTLEY ASSOCIATES L.P. 7

OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Transactions

has been acquired by has been acquired by has invested in Series A Convertible Notes has been acquired by Series B Preferred Stock has been acquired by

9013-3877 Quebec

$10 million $26.3 million

Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor Placement Agent Sell-Side Advisor Placement Agent Sell-Side Advisor

November 2005 October 2005 October 2005 October 2005 April 2005 March 2005 January 2005

Series A Convertible Notes created from merger of Series I Preferred Stock has been acquired by has acquired has acquired has acquired

$15.25 million $533 million

Placement Agent Buy-Side Advisor Placement Agent Sell-Side Advisor Buy-Side Advisor Buy-Side Advisor Buy-Side Advisor

December 2004 March 2004 August 2003 April 2003 October 2002 September 2002 July 2002

Aviation Group, Inc.

has been acquired by has acquired has been acquired by has acquired has been acquired by has been acquired by has been acquired by

$55 million $425 million $150 million $41 million $53 million

Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor

July 2002 November 2001 October 2001 February 2001 January 2001 December 2000 July 2000

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Strategic Advisory

Strategic Advisory Strategic Advisory Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership

April 2013 February 2012 June 2011 February 2011 July 2010 March 2010 January 2010

PARK AVENUE

TRAVEL

Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership Strategic Advisory

December 2009 November 2009 October 2009 September 2009 June 2009 February 2009 2009

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

2009 November 2008 October 2008 August 2008 January 2007 2007 2007

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Strategic Advisory

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

December 2006 November 2006 November 2006 August 2006 August 2005 April 2005 November 2004

Kingdom of Saudi Arabia

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

June 2004 April 2004 February 2004 2004 2004 2004 2004

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

November 2003 June 2003 May 2003 May 2003 February 2003 January 2003 2003

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Strategic Advisory

Citigroup Venture Capital Travelinx

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

September 2002 July 2002 July 2002 April 2002 April 2002 February 2002

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

February 2002 May 2000 2000 August 1999 1999

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OVERVIEW OF BENTLEY ASSOCIATES Other Representative Transactions

Unemployment PeopleSoft Consulting Benefits Enrollment Business has acquired has acquired Compensation Business has Group has been acquired by acquired a subsidiary of has been acquired by

Springbow

c

Fairness Opinion Fairness Opinion Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor

December 2006 December 2004 October 2003 June 2003 April 2003 March 2002 February 2002

Web Hosting Division has TPA Accounts Division has has been acquired by has acquired has been acquired by has been acquired by been acquired by been acquired by

Plan Administrators Comm-ServicesCorp.

$130 million

Sell-Side Advisor Fairness Opinion Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor

January 2002 November 2001 October 2001 September 2001 August 2001 July 2001 July 2001

Entertainment Business has has been acquired by has been acquired by has been acquired by has been acquired by has acquired has acquired been acquired by

$300 million $200 million $140 million

Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor Buy-Side Advisor

July 2001 May 2001 April 2001 April 2001 January 2001 July 2000 February 2000

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OVERVIEW OF BENTLEY ASSOCIATES Other Representative Transactions

Telecommunications Group has been acquired by has acquired has acquired has acquired has acquired has been acquired by has been acquired by

$325 Million $60 million $95 million $28 million $38 million $1.7 billion

Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor Buy-Side Advisor Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor

January 2000 January 2000 January 2000 December 1999 December 1999 December 1999 September 1999

has acquired the Palo Alto Information Systems Division has been acquired by has been acquired by has been acquired by has acquired Internet Exchange has been acquired by

$75 million $6.8 billion $92 million $675 million $200 million

Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor

June 1999 June 1999 April 1999 March 1999 March 1999 September 1998

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OVERVIEW OF BENTLEY ASSOCIATES Relationship Team Biographies

FRANK SENA, MANAGING DIRECTOR Frank Sena began his career with Cambridge Technology Group where he held management positions at two successful startup software companies. After business school, he joined the Investment Banking Department of Salomon Smith Barney in their Technology Group, where he worked with clients in the telecommunications equipment, information technology services, Internet, software and PC hardware sectors. In 1998, he joined CIBC World Markets as an Executive Director in the Mergers & Acquisitions Group where he worked with clients from various industries, including travel services, leisure, lodging, gaming and technology. In 2003, Mr. Sena joined Libra Securities, as Managing Director and Head of the Travel & Leisure Investment Banking Group. During his career, Mr. Sena has completed an extensive array of travel and leisure transactions in the areas of mergers, acquisitions, fairness opinions, private financings and financial advisory assignments. He and his team joined Bentley in early 2009. Mr. Sena received his B.S. from Yale University and his M.B.A. from the Wharton School, University of Pennsylvania.

Contact information: (212) 763-0361; [email protected]

JUSTIN HIRS, DIRECTOR Justin Hirs joined Bentley Associates in 2009, focusing on mergers and acquisitions, financings, and strategic advisory assignments for companies in the travel, leisure, and hospitality industries. Prior to Bentley Associates, Mr. Hirs held roles at Libra Securities, a boutique investment bank founded by Drexel Burnham Lambert professionals. Mr. Hirs also held a previous position at J.P. Morgan in 2001 in the Private Banking Group. Mr. Hirs has completed over 50 investment banking assignments and has extensive experience working within the travel and leisure, e-commerce, and technology industries. Mr. Hirs received a B.S. from the Wharton School, concentrating in finance and management, and a B.A. in Economics from the University of Pennsylvania.

Contact information: (212) 763-0362; [email protected]

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OVERVIEW OF BENTLEY ASSOCIATES Relationship Team Biographies

PETER S. SHIN, SENIOR ADVISOR Peter S. Shin was most recently part of the Partnerships & Alliances group at Travelport LTD, focusing on global strategic relationships. At Travelport, Mr. Shin completed numerous technology partnerships for use on the various Travelport platforms. Before Travelport, Mr. Shin was Vice President of business development at Mobissimo.com, where he focused on revenue and marketing relationships for the travel meta-search company. Mr. Shin has managed over 500 travel and leisure transactions in revenue agreements, content acquisition partnerships, and corporate development. Mr. Shin has also held management positions at Outward Bound and Getoutdoors.com. Mr. Shin received a B.A. and B.S. from UC Berkeley, M.A. and M.S. from UCLA, and M.B.A. from the Johnson School, Cornell University.

Contact information: (510) 551-6294; [email protected]

M. MIMS WRIGHT, SENIOR ADVISOR M. Mims Wright, a veteran of the travel and leisure industry, most recently was a Principal at a boutique investment bank, Chimney Rock Capital Partners, where he headed their Travel Industry practice. He was also the Co-Founder of The Black & Wright Group, a successful travel strategy firm, whose other principal was Susan Black. Previously, he was Co-founder of BidTripper.com, a popular consumer travel site and Executive Vice President/eCommerce for TravelClick, Inc. Prior to entering travel, Mr. Wright served as President of a global energy company, focusing on corporate finance. He has also served on boards of both US and UK public companies and provided strategic advisory services to companies worldwide. Mr. Wright is an often-quoted, frequent speaker. Mr. Wright earned his B.A. from Belhaven College.

Contact information: (303) 449-0734; [email protected]

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