MARCH 2013 STRICTLY CONFIDENTIAL Disclaimer

This executive summary (this “Summary”) contains certain information pertaining to Collective Digital Studio (collectively with its subsidiaries, “CDS” or the “Company”). The Company has engaged Moelis & Company LLC (“Moelis”) as its exclusive financial advisor and placement agent in connection with a proposed transaction. This Summary is being provided solely to assist the recipient in determining whether it wishes to proceed with conducting its own due diligence investigation of the Company and a potential transaction. Neither the Company nor Moelis intend for this Summary to form the sole basis of any transaction decision. The recipient should conduct its own investigation and analysis of the Company in connection with any transaction.

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1999 Avenue of the Stars, 19th Floor 399 Park Avenue, 5th Floor Los Angeles, CA 90067 New York, NY 10022 Tel: (310) 443-2300 Tel: (212) 883-3800 Fax: (310) 443-8700 Fax: (212) 880-4260

INVESTMENT BANKING EQUITY CAPITAL MARKETS

Navid Mahmoodzadegan Paul Inouye Ed Chiang Gavin Kolt Managing Director Managing Director Managing Director Senior Vice President Tel: (310) 443-2311 Tel: (650) 223-8989 Tel: (212) 883-3554 Tel: (212) 883-4570 [email protected] [email protected] [email protected] [email protected]

Carlos Jimenez Nick Gentile James Kearney Senior Vice President Associate Associate Tel: (310) 443-2338 Tel: (310) 443-2383 Tel: (212) 883-4650 [email protected] [email protected] [email protected]

Michael Wang Analyst Tel: (310) 443-2376 [email protected]

[2] Collective Digital Studio

COMPANY OVERVIEW

Collective Digital Studio (“CDS” or the “Company”) is a leading producer and distributor of premium online video content to the millennial generation. The Company operates a network of over 100 YouTube channels receiving more than 200 million monthly video views, as well as the CDS Network, an aggregation of websites delivering premium video content to over 23 million unique monthly visitors. Capitalizing on its founders’ heritage in talent management, CDS has forged deep relationships with leading millennial generation digital influencers, such as FreddieW, the Annoying Orange, , and Fred, and is able to successfully partner with these creators to develop highly sought-after proprietary content. The Company is a leader in creative execution, producing and distributing top quality online video content on par with cable network-distributed programming.

CDS leverages its highly engaged audience and talent base to monetize its content with major brands seeking to develop their online presence. The Company sells sponsorships through display and pre-roll advertisements, and is a leader in creating custom integrations within content for corporate sponsors. CDS currently faces many untapped opportunities to increase content ownership and enhance advertising partnerships, and is focused on accelerating these efforts moving forward. The Company expects to generate revenue of approximately $25 million in 2013.

KEY INVESTMENT HIGHLIGHTS

. Highly favorable industry tailwinds as major media brands and advertisers begin shifting Compelling Industry resources away from traditional channels (TV, print, radio) and into online / mobile Dynamics . Internet ad spending is poised for explosive growth, led by online video, as spending aligns with current viewership trends and resources gravitate towards the massive audiences online

. Proven creative execution capabilities and reputation for premium online content that is on Premium Content par with the quality of content distributed on various cable networks Distribution . Recent successes include Video Game High School (VGHS), a unique web series with over 51 million video streams

. Leading multi-channel network on YouTube, driving over 200 million monthly video views and reaching over 9 million monthly unique video viewers Large Aggregated . Additional audience reach through CDS Network, driving over 60 million incremental video Audience views per month and reaching over 7 million additional unique video viewers per month —Also has a traditional Internet audience, reaching over 23 million monthly unique users . Aggregated network reaches 1 in 6 millennials each month

. Long-standing core relationships with some of the most marquee digital influencers Strong Relationships . Track record of successful talent management through the heritage business of the founders with Marquee Talent . Demonstrated ability to partner with talent and build brands / IP around them

. Powerful technological capabilities, bolstered by recent Metacafe acquisition, providing Leading Technology efficiency and scalability to the business model Platform . Expertise in website curation and a proprietary video player enables CDS to create an online environment that maximizes audience engagement

. Untapped opportunities to increase content ownership and enhance advertising partnerships Attractive Growth . Potential for more investment in talent channels and brands Opportunities . Opportunity to further build out sales force and increase reach with brand partners . Targeted acquisitions of video-centric websites [3] Collective Digital Studio (Cont’d)

SELECTED KEY TALENT / CONTENT

ANNOYING ORANGE FRED Annoying Orange has grown to Created by Lucas Cruikshank, this icon status. The series’ broad internet video series centers comedy and juicy puns have around 6-year-old Fred Figglehorn, struck a chord with kids & teens, who has a dysfunctional home life as well as adults all over the world. and “anger-management” issues. To date, several films and albums surrounding the character have Subs: 3.8mm Subs: 2.0mm been produced. Views: 2,234mm Views: 964mm

FREDDIEW EPIC MEAL TIME

The world’s most powerful Harley Morenstein and his cast of YouTube stars, according to zany characters have created the Business Insider. & Internet’s top cooking show with Brandon Laatsch are pioneers with insane recipes, accounting for the their action-packed, tongue-in- majority of food content views on cheek videos aimed at pop culture YouTube. fanatics. Subs: 5.7mm Subs: 3.6mm Views: 926mm Views: 509mm

RHETT & LINK MEGAN & LIZ

Rhett & Link, famously known as These Nashville-based twins pen the “Commercial Kings,” have inspirational pop anthems and created their own online video have a loyal millennial fan base empire with a diverse and quirky around their music videos and collection of music videos and beauty / fashion formats on original web series. YouTube. Additionally, they’ve landed on Billboard’s Top 50 Social Subs: 1.4mm Subs: 0.9mm list. Views: 212mm Views: 205mm

CORRIDOR DIGITAL HANNAH HART Sam Gorski & Niko Pueringer Comedian Hannah Hart is a true exploded onto the scene with original. Best known for her hit “Frozen Crossing,” and have built series, the hilarious “My Drunk an impressive body of work Kitchen,” Hannah’s talents extend featuring mind-blowing visual to sketch comedy, music and effects, motion graphics, music vlogs. and gaming memes. Subs: 1.5mm Subs: 0.5mm Views: 146mm Views: 43mm

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