Generating Revenue Globally: Tapping Into Markets Abroad Generating Revenue Globally: Opportunities in Latin America

Generating Revenue Globally: Tapping into Markets Abroad Generating Revenue Globally: Opportunities in Latin America

Presenter: David Frazee K&L Gates Palo Alto GENERATING REVENUE: TAPPING INTO LATIN AMERICAN MARKETS : Overview and Intro

Palo Alto November 1, 2011

David Frazee K&L Gates LLP 630 Hansen Way Palo Alto, CA 650.619.1631 [email protected]

1. Alejandro Fiuza, K&L Gates

2. Ricardo Berrios, AeroScout

3. Fernando Silis Reyna, Deloitte

Setting Up and Doing Business Investing in the region Getting money in, getting money out Syndicates with local investors Exits Partnering with local companies JVs and partners Contracts Doing business directly Subsidiaries, regulatory, labor, and other issues Business model optimization Raising capital locally

5 Taxes

Optimization of global structure When to go direct, when not to Treaty networks: the good and the ugly Tax issues in financing subsidiaries Coming into the U.S. from outside Optimization of local taxes Tax credits and incentives Tax reform

6 Other Concerns

Intellectual property Employment Trade issues Exits (IPOs and M&A issues) Political changes Cultural differences Differences among countries

7 Generating Revenue Globally: Generating Revenue in Latin America

Presenter: Alejandro Fiuza K&L Gates New York GENERATING REVENUE: TAPPING INTO LATIN AMERICAN MARKETS

SAN FRANCISCO November 1, 2011

Alejandro D. Fiuza K&L Gates LLP One Lincoln Street Boston, MA 617.261.3100 [email protected]

BO #3215727v2

Tapping into LATIN AMERICA? Why?

For the same reason many of you are looking at China: Because there are opportunities.

Where did he say this guy was from?

10 Tapping into Latin America

1. Opportunities in Latin America

2. Overview of Private Equity and Venture Capital industries in LATAM

3. Most usual challenges

11 1. Opportunities

Commodities and natural resources (agribusiness, mining, energy related, renewable energy, oil, shale gas) Information technology and biotechnology Raise of middle class: retail, transport and infrastructure, media and entertainment Private equity and VC funds

12 2. Overview of Private Equity and VC industry

Players: Global private equity and VC funds Local private equity and VC funds Seed investors and entrepreneurs (Endeavor, Nest) Family offices Multilaterals (Multilateral Investment Fund, CAF) Local Development Institutions (Argentina, Brazil, Mexico etc. Chilean Economic Development Agency, CORFO, Start up Chile.org)

13 2. Overview of Private Equity and VC industry (con’t) Players: Trade Associations: LAVCA, ABVCAP, AMEXCAP, ARCAP – promote investment, regulatory change and transparency LPs: Sovereign funds, institutional investors, local pension funds (Chile, Brazil, Peru, Colombia, Argentina: ANSESS, more active role), wealthy individuals and families. Strategic investors (LATAM – based and China)

14 Usual Challenges – Comparable Benchmark?

15 MOST USUAL CHALLENGES 1. Cultural differences: One size does not fit all. 2. Less information available for investors and asymmetry of information. Fund level transparency and governance Portfolio company level transparency and governance (know your partner, industry, competitors) 3. Due diligence : Early identify and understand rules for making the investment (approvals and licenses), during the investment and for exiting the investment Rules and how they are enforced Usual suspects: Exchange control rules, labor and union matters, social security, taxes, real estate. Some countries: environmental Others: UK Anti bribery Act and FCPA, US Sanctions and Export Controls, Antitrust, International Trade remedies, customs 16 4. Structuring Your Investment. Adequate tax planning is of the essence (local, US and international treaties). Double taxation treaties and bilateral investment treaties may lead to the use of European based structures (e.g., Spain, the Netherlands) Selecting the appropriate corporate entity , minority rights, # shareholders, local directors etc. Exchange control rules Inflow and outflow of investments, and antitrust analysis. Typical structures vary per country . Sometimes Spain is used as gateway (due to the ETVE regime and the BITs) Greenfield /Acquisition vs. Strategic Alliances. First ones were most common in 90s and this first decade, second decade may be strategic alliance age.

17 “A journey of one thousand miles begins with a single step”

Lao Tzu

18 FIRST RIGHT STEP : SELECT ADVISORS WITH EXPERIENCE IN THE REGION

19 Generating Revenue Globally: Generating Revenue in Latin America

Presenter: Ricardo Berrios AeroScout Generating Revenue Globally: Generating Revenue in Latin America

Presenter: Fernando Silis Reyna Deloitte, Mexico Desk Generating Revenue Globally: Opportunities in Europe

Questions & Answers Generating Revenue Globally: Opportunities in the Middle East

Presenter: Rem Kinne K&L Gates San Francisco Generating Revenue Globally: Opportunities in the Middle East

Presenter: Greg Hartker K&L Gates Orange County Generating Revenue Globally: Tapping into Markets Abroad-Middle East

Greg Hartker November 1, 2011

Constantly changing environment especially in Egypt/North Africa

Need to consider both US and non-US regimes

Rigid structures may hinder taxpayers down the road

26 Taxation in the Middle East

Key Issues to Consider Corporate Tax Rate Withholding Rates Interest Dividends Transfer Pricing Regime Treaty Network

27 Taxation in the Middle East- Dubai/UAE

Corporate Tax Rate- None (except for Oil/Banking) Withholding Rates- None Transfer Pricing Regime- None Treaty Network- Extensive Other The UAE has been studying the possible introduction of VAT for some time. However, the GCC member states (UAE, Saudi Arabia, Kuwait, Bahrain, Qatar and Oman) want to roll out VAT simultaneously to replace revenues derived from trade taxes, which are due to be phased out as a number of free trade agreements signed by the GCC, including one with the EU, become effective. It is thought that this won't happen until 2012 at the earliest (and probably later than that).

28 Taxation in the Middle East- Egypt

Corporate Tax Rate- 20% flat rate Withholding Rates– None on dividends (although proposal to add) and 20% on interest payments Transfer Pricing Regime- Yes, most sophisticated in the region Tax Treaties- Numerous Other There was some speculation that Egypt might adopt a progressive tax rate scheme. Fundamental changes in the corporate tax scheme occurred in 2005 and given recent activities, the state of the tax system could change dramatically. Has a VAT.

29 Taxation in the Middle East - Qatar

Corporate Tax Rate-10% flat rate Withholding- Withholding for certain payments to persons without a PE (or tax card). No withholding for dividends. Withholding on interest is under a moratorium. Transfer Pricing Regime- No Treaty Network - Growing Other New tax law effective January 1, 2010. Certain aspects remain unclear (see e.g., interest withholding). The Ministry is expected to issue regulations to clarify some of the uncertainty.

30 Taxation in the Middle East – Saudi Arabia

Corporate Tax Rate- 20% Non Saudi share (Zakat for Saudi shareholders). Withholding Rates – 5% rate on dividends and interest. Transfer Pricing Regime- None although authorities may make adjustments for non arm’s- length payments. Treaty Network- Growing. Other Becoming more aggressive on PE issues.

31 Taxation in the Middle East – Treaty Example

UAE has treaties with at least 47 countries (not including the GCC states) including the following MENA countries: Algeria Egypt Lebanon Morocco Syria Tunisia Turkey

32 Taxation in the Middle East – Treaty Example

Assume US company plans on doing business in Morocco through a Moroccan subsidiary. Morocco normally imposes withholding taxes on dividend and interest payments made to non-residents at a 10% rate. US-Morocco Treaty limits dividend withholding taxes to 15%. Thus, no benefit under such Treaty. Under the Moroccan-UAE Tax Treaty, Moroccan withholding taxes on dividends distributed by a Morocco corporation to a Dubai corporation holding at least 10% of its capital stock is reduced from the normal rate of 10% to 5% and interest (also normally subject to a 10% withholding tax) "flows free" of any Moroccan withholding tax.

33 Taxation in the Middle East – Treaty Example

Establish FTZ Dubai intermediary company*

Dubai/UAE Dividend

5% Morocco

* Need to ensure enough presence in Dubai to qualify for benefits under Morocco Treaty yet not taint FTZ qualification.

34 Generating Revenue Globally: Opportunities in the Middle East

Presenter: Eric Chan Embee Mobile

Company Presentation

1 Embee Mobile

Reward users For brand engagement With free mobile airtime and content

Embee Mobile: How It Works

Users

Mobile Operator

Mobile Phone Facebook

Rewards Brand Engagement

3 Company Snapshot

Service Launched Social Media Current Users: 1.5M April 2009 Application (web)

90 Countries, 300 Mobile Operators Focus on the Middle East

Traditional Middle East Greater Middle East Bahrain Oman Afghanistan Mauritania Cyprus Palestine* Algeria Morocco Egypt Qatar Armenia Pakistan Iran Saudi Arabia Azerbaijan Somalia Iraq Syria Comoros Sudan Israel Turkey Djibouti Tajikistan Jordan United Arab Emirates Eritrea Tunisia Kuwait Yemen* Georgia Turkmenistan Lebanon Kazakhstan Uzbekistan Kyrgyzstan Western Sahara Libya

Population: 382M (17) Population: 401M (21) GDP: $4,071 Billion (2008) GDP: $1,530 Billion (2008)

Source: Wikipedia 5

Contact: Eric Chan ([email protected]) http://www.embeemobile.com Facebook: http://apps.facebook.com/mobilewallet Twitter: @embeemobile

6 Generating Revenue Globally: Opportunities in the Middle East

Presenter: Dotan Russo Deloitte, Israel Desk Generating Revenue Globally: Opportunities in the Middle East

Presenter: Richard Juarez Morgan Joseph TriArtisan November 1, 2011

K&L Gates Symposium San Francisco, CA

Generating Revenue Globally: Tapping into Markets Abroad

“Opportunities in EMEA”

Confidential Table of Contents

1. Market Opportunities 2. Merger and Acquisitions Activity 3. MJTA Case Study 4. Active Investors 5. Appendix A. Morgan Joseph TriArtisan Technology Team Overview B. Senior Management Biographies C. TMT Investment Banking Biographies

Confidential 2 1. Market Opportunities

Confidential 3 Public Cloud Services - Worldwide

Key Insights Cloud Services by Type of Service

Worldwide market for public cloud services was $74.3 billion in 160.0 2010, up from 58.6 billion in 2009 (+26.7%) 140.0 % .2 Business process services makes up 81% of the total cloud 120.0 17 services in 2010, however systems infrastructure has the highest 100.0 projected growth rate of 47.9% 80.0 North America and Europe continue to dominate the market for 60.0 40.0 .3% % cloud services with 83.5% in 2010, however along with Japan 16 .9 47 have the lowest growth rates 20.0 13.0% 0.0 Middle East and Africa and Eastern Europe are projected to see Business Process Application Application Systems strong growth with 55.2% and 10.8% CAGR to 2015 Services Infrastructure Infrastructure respectively 2010 2011 2012 2013 2014 2015

Cloud Services by Major Region, Percentage of Total Region 2010 2011 2012 2013 2014 2015 CAGR

North America 61.0 60.0 59.0 56.8 54.5 52.1 -3.1% Western Europe 22.5 22.9 23.7 25.0 26.0 27.0 3.7% Eastern Europe 1.5 1.8 1.9 2.1 2.2 2.5 10.8% Middle East and Africa 0.1 0.2 0.3 0.5 0.7 0.9 55.2% Japan 9.8 9.9 9.9 10.0 10.5 11.0 2.3% Asia/Pacific 3.0 3.0 3.0 3.2 3.5 3.7 4.3% Latin America 2.1 2.2 2.2 2.4 2.6 2.8 5.9% Total 100 100 100 100 100 100 Source: Gartner Confidential 4 Software as a Service, Worldwide

Western Europe SaaS Adoption by Application, EMEA In the developed regions, SaaS offerings and adoption rates are rapidly increasing 17% CAGR for 2010-2015

EMEA Potential for SaaS is mid to long term, currently limited by infrastructure, localization and go-to-market strategies by the vendors Eastern Europe – 22% CAGR MEA – 24% CAGR

Issues for Deployment Limited flexibility was ranked 1st for EMEA Network instability was ranked 2nd for EMEA

Software Revenue Forecast for SaaS Delivery within Enterprise Application Software Millions of U.S. Dollars Region 2008 2009 2010 2011 2012 2013 2014 2015 CAGR North America 4,584 5,219 6,472 7,684 8,968 10,311 11,545 12,929 15 Western Europe 1,395 1,675 2,160 2,663 3,190 3,775 4,290 4,813 17 Asia/Pacific 321 421 602 768 975 1,211 1,451 1,694 23 Japan 224 268 315 379 435 501 565 629 15 Latin America 153 193 266 328 416 513 601 694 21 Eastern Europe 64 78 101 131 162 192 232 270 22 MEA 55 67 87 120 141 179 212 251 24 Total 6,795 7,921 10,003 12,073 14,287 16,682 18,896 21,280 16

Confidential 5 2. Merger and Acquisitions Activity

Confidential 6 Q3 2011 Global M&A Statistics

• Over 97% of all M&A transactions occurred in the mid-market range (below $500 million in size) while 5 deals soared into the mega-deal category (more than $10 billion in size), which is nearly twice as many compared to the same period last year. • Cash was the dominant form of payment, accounting for 69.29% of M&A volume this quarter, while 11.06% of all volume was comprised of all-stock payments, a drop of more than 38% compared to the 3rd quarter of 2010. For public deals, median total value to EBITDA multiples increased by 26.94% for 2010.

Source: Bloomberg Confidential 7 Global M&A Overview Q3 2011 Volume by Industry and Region Regional Deal Activity Global M&A activity in the 3rd quarter dropped by more than 12% compared to the same period last year. U.S. based firms dominated on the buy-side, accounting for 40% of all global M&A volume. Japanese firms announced acquisitions worth more than $53 million, including Nippon Steel’s $22.5 billion all-stock takeover of Sumitomo Metal Industries. This represents a year-over-year increase in excess of 60% and the highest quarterly volume since the 1st quarter of 2005. 3rd quarter deal-making in Western Europe dropped by more than 26% compared to the same period last year, the sharpest decline since the 1st quarter of 2010, reflecting sovereign debt concern in the region. Industry Sector Deal Activity Acquisitions by private equity firms this year have exceeded $144 billion in total deal volume, the 4th largest total of all time. The $5.7 billion leveraged buyout of Kinetic Concepts by a consortium led by Apax Partners and two Canadian pension funds is the largest private equity takeover announced since 2008. Takeovers in the Aerospace/Defense industry this quarter reached an all-time high, with total volume exceeding $20 billion, topped by the largest transaction of all time in this industry: United Technologies’ $18 billion cash bid for Goodrich. Average premiums in the wireless equipment industry jumped to more than 72%, the highest since the 3rd quarter of 2002. The all-time largest announced deal in this sector, Google’s all-cash buyout of Motorola Mobility Holdings for $9.8 billion, had an announced premium of 73%.

Source: Bloomberg Confidential 8 Middle East M&A Overview 1H 2011 M&A Activity by Value, Volume and Geography 1H 2011 Value vs. Volume 1H 2011 M&A Target by Geography

$2,500.0 35 $7,000 35 $2,065.0 32 $5,781 32 30 32 $2,140.0 $6,000 30 30 $2,000.0 25 29 25 $4,729 $1,709.9 $5,000 25 24 25 21 $4,001 $3,760 $1,500.0 $4,000 20 20

14 14 $995.4 15 $3,000 15 $1,000.0 $2,239 $743.2 Number in Millions in Number Number in Millions in Number 10 10 $2,000 10 $566.3 $478.8 6 $500.0 $661 54 $258.5 4 3 5 $1,000 5 3 $173.1 $127.0 <$10.0 $24.4 $10.1 1 $0.0 0 $0 0 n o E a ait in January February March April May June d atar ra UA KSA r h Syria Jo uw Egypt Q Oman a lestine K Tunisia B a Value Volume Morocc Lebanon P Value Volume Location Analysis by Value and Volume Deal Location Analysis by Volume Deal Location Analysis by Value

$14,000 140 $12,484 120 $12,000 120 107 $9,910 100 $10,000 $7,617 80 $8,000 $5,735 60 $6,000

40 30 Number in Millions $4,000 23 20 20 $2,000 $1,071 3 $622 0 $0 Domestic Inbound Outbound Domestic Inbound Outbound Source: Zawya 1H 2010 1H 2011 1H 2010 1H 2011 Confidential 9 Middle East and North Africa MENA Deal Types 2007-2011

Year-over-year M&A has been consistently the dominant transaction type

Source: Allen & Overy Confidential 10 Middle East Sector Analysis 1H 2011 Sector by Market Share and Value

¾ M&A deal volume increased 33.1% from 1H2010 to 1H2011 ¾ Telecom, Media and Technology (TMT) accounted for 11.9% of deal volume in 1H 2011 behind Financial Services and Industrial Manufacturing with 24.4% and 14.2%, respectively

1H 2011 Value by Sector

Oil & Gas 5,959.8 Financial Services 3,861.0 Power & Utilities 2,969.8 Telecommunication 2,570.0 Consumer Goods 1,695.0 Healthcare 1,201.9 ¾ M&A deal value reached $21.2 billion in 1H2011, Industrial Manufacturing 1,020.6 Real Estate 873.6 an increase of 30.1% compared to 1H 2010 Construction 397.5 Leisure & Tourism 189.8 ¾ Telecom, Media and Technology (TMT) deal value Food & Beverage 130.0 Media 118.2 nearly tripled reaching $2.6 billion compared to Mining & Metals 102.1 Agriculture 6.5 $684.5 million in 1H 2010 Information Technology 5.7 Services 4.9 Transportation 2.8 Retail 0.0 Education 0.0

$0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 Source: Bloomberg Number in Millions Confidential 11 2. EMEA Private Placements

Confidential 12 Select Tech Private Placement Transactions Middle East ($ in millions)

Date Target Country Investors Amount Raised Target Business Description Norwest Venture Partners; Walden International; Genesis Partners Ltd.; Lightspeed Venture Partners; 10/24/2011 SolarEdge Technologies Ltd. Israel $37.0 Provides DC power systems for photovoltaic array. Vertex Venture Capital; GE Energy Financial Services; Opus Capital

Kleiner, Perkins, Caufield & Byers; Horizons Ventures Provides a social mobile application that enables drivers to build and use real-time road 10/18/2011 Waze Ltd. Israel $30.0 Limited; iFund, L.P.; KPCB Digital Growth Fund, L.P. intelligence on smart phones.

Kleiner, Perkins, Caufield & Byers; Tiger Global Operates private shopping site providing fashion and designer retail items for men, women, kids, 7/22/2011 Trendyol Turkey $26.0 Management LLC and home.

Manufactures transparent electromagnetic digitizers for original equipment 6/27/2011 N-Trig Ltd. Israel Undisclosed Investors $30.0 manufacturers/original design manufacturers, LCD manufacturers, and independent software developers.

Bessemer Venture Partners; Jerusalem Venture Partners; 4/10/2011 Altair Semiconductor Ltd. Israel BRM Group; Giza Venture Capital; Pacific Technology $26.0 Develops ultra low power mobile WiMAX silicon solutions for handsets and handheld devices. Partners

Benchmark Capital; Bessemer Venture Partners; Insight 3/28/2011 Wixpress Ltd. Israel Venture Partners; Mangrove Capital Partners; DAG $40.0 Offers an online platform to create flash Websites and layouts. Ventures, LLC

Noktacom Medya Internet 3/25/2011 Turkey Intel Capital $50.0 Operates as an online media company connecting users through social media properties. Hizmetleri Sanayi ve Ticaret A.S.

France Telecom; Agility Public Warehousing Company 3/14/2011 KOREK Telecom Ltd. Iraq $295.0 Provides mobile telephony products and services. KSC

Canaan Partners; Gemini Israel Funds; Silver Lake 1/12/2011 PrimeSense Ltd. Israel $50.0 Develops 3D machine vision technologies for digital devices. Partners; Genesis Partners Ltd.; Silver Lake Sumeru, L.P.

Develops, markets, and supports software development and deployment technology and 12/20/2010 Magic Software Enterprises Ltd. Israel Undisclosed Investors $21.2 applications.

BlueRun Ventures; QUALCOMM Ventures; Vertex Provides a social mobile application that enables drivers to build and use real-time road 12/7/2010 Waze Ltd. Israel $25.0 Venture Capital; Magma Venture Partners intelligence on smart phones.

11/16/2010 Anobit Technologies Ltd. Israel Intel Capital $32.0 Develops solutions for the flash memory market.

Source: Capital IQ and 451 Group Confidential 13 3. MJTA – EMEA/Europe/Asia Case Study

Confidential 14 Pending Transactions Project Vivid: Sell-side M&A (In Process)

Company Background Transaction Details Morgan Joseph TriArtisan’s Role M&A Project Vivid: Based in Western Europe, Project Morgan Joseph TriArtisan’s Morgan Joseph TriArtisan is acting Strategic Acquisition Opportunity Vivid is leading global provider of Technology Investment Banking as the sole financial advisor to (Enterprise-Class Video Platform) carrier-grade real-time video Group was engaged after the Vivid and helping the Company communication and collaboration company received several navigate the diligence, negotiation, software for the enterprise and unsolicited acquisition offers. and definitive agreement process. small and medium business (SMB) The Company initiated a process, Morgan Joseph TriArtisan is market. with Morgan Joseph TriArtisan intimately involved in all aspects of Exclusive Advisor In Process Gartner has ranked the Company acting as the exclusive financial the transaction including: as a visionary over the last four advisor, and is reaching out to preparation of all marketing years, continuously improving its additional, potential buyers to materials including the offering position each year. assess interest. memorandum; financial modeling; the management presentation and Company's product Suite due diligence. compares favorably with competitive products from Cisco, A number of well known strategics Microsoft, IBM, Adobe and Citrix. from industries such as telecommunications, network Project Vivid has successfully equipment, service providers, and achieved commercial scale by enterprise software and SaaS have acquiring and retaining leading shown strong interest in acquiring international corporate clients the Company. including Airtel India, Tata Group, Telefonica, Telecom Italia and Vodafone, among others.

Confidential 15 4. Active Investors

Confidential 16 Private Equity Firms in Middle East Private Equity Firms in Middle East

Abraaj Capital Dubai International Capital Levant Capital Abu Dhabi Investment Company Dubai Islamic Bank Markaz Abu Dhabi Investment House Dubai Ports World Millennium Finance Corporation Al Arabi Investment Group EFG-Hermes Private Equity National Commercial Bank Al Futtain Real Estate Emerging Markets Partnership (Bahrain) National Technology Enterprises Company Al Madina Financial and Investment Services Evolvence Capital NBK Capital Al Tawfeek Company for Investment Funds Foursan Group Noor Financial Investment Company Amwal Al Khaleej Global Investment House Qatar Capital Partners LLC Athar Al Majd Holdings Gulf Capital Rasmala Atlas Investment Group Gulf Finance House Ryada Capital Attijari Finances Corporation HBG Holdings Limited Sabre Abraaj Management Company BMCE Bank HSBC Private Equity (Middle East) Shuaa Capital / Shuaa Partners BMG Financial Advisors Injaz Mena Investments Societe Tunisienne d’Investissement Boubyan Bank Injazat Capital Swicorp Financial Advisory Services Byblos Bank Instrata Capital BSC The Carlyle Group Concord International Investments Intel Capital The National Investor Citadel Capital Investcorp Bank B.S.C. Tuareg Capital Corecap Ithmaar Bank Unicorn Investment Bank Corporate Finance House Ithmar Capital Venture Capital Bank Daman Securities Kipco Asset Management Company Malaz Group Delta Partners Kuwait Finance and Investment Company Deutsche Bank Kuwait Finance House (Bahrain)

Confidential 17 Top VC Firms In Europe Germany United Kingdorm France Other

Index Seed, Kima Ventures, Seedcamp, Eden Ventures, Point Nine Capital, Doughty Hanson Technology Ventures, Passion Active Seed Investors Capital, Nesta, Wellington Partners, 360 Capital, Henq, Earlybird, GIMV, Charlotte Street Capital, Estag Capital, ACT Venture Capital, Notion Capital, Samos Investments, Northzone, ProFounders Capital, and Octopus Ventures

Confidential 18 5. Appendix

Confidential 19 A. Morgan Joseph TriArtisan and Technology Team Overview

Confidential 20 Morgan Joseph TriArtisan Factsheet

Key Executives Overview John A. Morgan More than 130 employees engaged in investment banking, capital markets and merchant banking Founding Chairman Merged with merchant banking firm Tri-Artisan Capital Partners, LLC in December 2010 expanding our John F. Sorte client focus to large sponsor-led transactions Executive Chairman Independent and closely held Gerald H. Cromack Co-President Defining Principles

More Experience: Our more than 35 partners average more than 20 years on Wall Street. We enjoy a Rohit Manocha collaborative, entrepreneurial environment that benefits our clients with the most informed, objective and Co-President high-quality execution available

Mary Lou Malanoski More Service: Our engagement partners are actively involved throughout each assignment. We attack Vice Chair every challenge with integrity, creativity, passion and responsiveness Head of Investment Banking

Greater Capabilities: We provide capital markets distribution and a wide range of advisory services ― ensuring a balanced approach to problem solving, and making more alternatives available to our clients

Better Perspective: We are investors as well as advisors. With insights from our active portfolio of private equity investments, we bring a principal orientation to our advisory clients www.mjta.com Morgan Joseph TriArtisan Office Locations

New York (HQ) Atlanta London Miami Rochester, NY San Francisco Stamford Beijing (Pittsford) Morgan Joseph Holdings Location

Confidential 21 Morgan Joseph TriArtisan Full service, Integrated Merchant Bank

M&A and Advisory Services Capital Markets Merchant Banking 67 Investment Banking Professionals 12 Equity Analysts / 16 Sales and Traders 17 Professionals / 60+ Operating Partners

Mergers & Acquisitions Private Placements & Underwriting Source proprietary private equity Exclusive Sales – Equity Capital Markets transactions Fairness Opinions – Debt Capital Markets Partner with leading private equity firms and institutional limited partners Restructuring – Convertible Debt Deploy capital in a principal capacity General Advisory Sales and Trading 12 portfolio investments to date; 6 Equity Research realizations Successful Track Record Current Portfolio Companies

Buyside Advisory Sellside Advisory IPOs Follow-ons Restructuring Fairness Opinions Debt Offerings Private Placements General Advisory / Other

277 Assignments for $75.0 billion* 122 Raises for $14.3 billion* $400+ Million of Unaggregated PE Investments

*Since June, 2001 and includes transactions completed by Tri-Artisan Capital Partners prior to merger in December 2010; Note: Chart data by number of assignments Confidential 22 Firm Introduction Equity Capital Markets

The role of the Equity Capital Markets group is Key Contacts principally to coordinate all equity-oriented public market transactions between syndicate firms and our own Tina Pappas research, trading, institutional sales and investment Managing Director banking personnel Head of Equity Capital Markets

Matthew DiBiase Research Managing Director Head of Equity Trading

William S. McDermott Managing Director ECM Head of Equity Division Investment Sales & Banking Trading

Our senior professionals have extensive experience in trading and underwriting equity and convertible securities, including having formerly managed U.S. capital markets operations for major wall street firms

Confidential 23 Firm Introduction Equity Research

Director of Equity Research

Media David Satellite Kestenbaum Cable Broadcasting

Research Analysts & Industry Coverage Universe Jeffrey Blaeser Michael French Ilya Grozovsky Bruce D. Jackson

Consumer Hardlines Industrial & Defense Technology, FinTech Medical Technology

Shiv Kapoor Justin Sebastiano Steve Share

Biotechnology Gaming/Leisure Food & Food Processing

Confidential 24 Morgan Joseph TriArtisan Market and Product Group Expertise

Merchant Banking Financial Sponsor Coverage

Mergers & Acquisitions Restructuring

Private Placements Debt Capital

Convertible Debt China Practice

IMAP Member – Global Relationships

The Appendix provides detailed descriptions of each of the groups outlined above.

Confidential 25 Introduction to Morgan Joseph TriArtisan Industry Expertise

Technology, Consumer & Business Investment banking has Media & Healthcare Leisure Industrial five dedicated industry Telecommunications Services groups. Each works closely with our product specialists to achieve client objectives Business Services Biotechnology Alcoholic Beverages Building Products Business Process Outsourcing Contract Research Services Direct Marketing Chemicals Commercial Services In addition, among our Biometrics 67 bankers, 17 merchant Clean Technology Facilities Durable Consumer Goods Defense, Aerospace Corrections banking professionals Communications Healthcare Information Tech Food & Beverage & Technical Services Data / Information Mgmt. and 60+ operating Cloud Services Home Healthcare Footwear & Apparel Diversified Industrials Education & Training Services partners, Morgan Joseph e-Commerce Life Sciences Products & Tech Gaming & Manufacturing Marketing Services TriArtisan has deep and Hosting Solutions Long-term Care Household Products Engineering Printing specific experience in a Entertainment Managed Care Housewares & Construction Security Products & Services number of other Information Services Medical Devices Lodging Environmental Trucking industries Internet & Digital Media Outpatient Services Personal Care Products Metals Location Based Services Pharmaceuticals Restaurants Water International Mobile Payments Morgan Joseph Specialty Pharmaceuticals Retail MRM/LBS TriArtisan’s international Sports Equipment efforts are focused on Music Publishing Supermarkets & select markets in Asia Online Gaming Drugstores and Europe. Morgan Payments Tobacco Asia Joseph Holdings Security Other Sector Expertise Europe maintains a SaaS Agriculture Property & REITs representative office in Software Biofuels Shipping & Marine Services Beijing, China Telecom Services Oil & Gas Applied Clean Technology Specialty Finance Confidential 26 Introduction to Morgan Joseph TriArtisan Technology Team Servic

Services, Targeted Transaction Profiles Sectors Sub-Sectors es and Sector Focus – Content Delivery Public Capital Raise – Hosting Infrastructure – LBS IPOs Cloud Services – Security Follow-ons – Storage PIPEs / Convertibles – Virtualization SPACs – CRM – Compliance and GRC ATMs Software and Services – Mobile Applications Registered Directs – Payment – Messaging Private Capital Raise – Mobile Gaming – e-Commerce Typical Client Profile: Internet and Digital Media – Social Networks Revenues: $20 million+ – Search Raise Amount: $20 million+ – Online Advertising – Alternative Energy Applied Clean Technology – Software Enabled Solutions M&A – Smart Grid Typical Client Profile: – Communications Processing Equipment Revenues: $20 million+ – Wireless Communications Communications Equipment Enterprise Value: $50 million+ – Networking Equipment – Asset Tracking

Confidential 27 Introduction to Morgan Joseph TriArtisan Technology, Media & Telecommunications Group

TMT Investment Banking Rick Juarez Gene Ramirez Julian Hirst Sandeep Beotra Managing Director Managing Director Joint Managing Partner Managing Director TMT Group TMT Group TMT/M&A Group TMT Group 650.270.2702 650.270.2703 020.7518.1650 212.218.3722 [email protected] [email protected] [email protected] [email protected] (Tri-Artisan Advisors Europe LLP) Zachary Fisher Matthew McLeod Anthony Cresci, CFA Eamon Brady Principal Associate Associate Associate TMT Group TMT Group TMT Group TMT Group 212.218.3749 650.270.2705 650.270.2704 212.218.3858 [email protected] [email protected] [email protected] [email protected]

Cody Werner Xuan Yang Analyst Analyst TMT Group TMT Group 650.270.2708 650.270.2707 [email protected] [email protected] Financial Advisory and Capital Markets William McDermott Jim Decker Jonathan Lowenberg Tina Pappas Managing Director Managing Director Managing Director and Managing Director Head of Equities Head of Financial Restructuring Private Placements Head of Equity Capital 212.218.3721 212.218.3805 212.218.3727 Markets [email protected] [email protected] [email protected] 212.218.3725 [email protected]

Confidential 28 B. Senior Management Biographies

Confidential 29 Morgan Joseph TriArtisan Senior Management Biographies

John A. Morgan Mr. Morgan founded the firm’s predecessor in 1982 and has served as Chairman of the firm since July 2001. Founding Chairman From 1966 to 1982, Mr. Morgan was with Smith Barney & Co., Inc. and Smith Barney, Harris Upham & +1 212 593 3290 Co., Inc., serving from 1977 to 1982 as Vice Chairman in charge of the Corporate Finance Department, [email protected] M&A activities and international activities. From 1956 to 1966, Mr. Morgan was a Partner in the investment banking firm of Dominick & Dominick. Over the years, Mr. Morgan has been an independent Director of a number of public companies, most of them listed on the NYSE. He currently serves as a Trustee of the Provident Loan Society of New York and as a Director of the Pierpont Morgan Library. Mr. Morgan holds a B.A. from Yale University.

John F. Sorte Mr. Sorte is the Executive Chairman of Morgan Joseph TriArtisan. Mr. Sorte joined the firm as Chief Executive Chairman Executive Officer in July 2001. From 1994 until June 2001, Mr. Sorte was President of New Street Advisors +1 212 218 3755 LP, a private equity firm which he co-founded. In 1980, Mr. Sorte joined Drexel Burnham Lambert's [email protected] Corporate Finance Department and subsequently served in various positions until 1989 when he was promoted to Executive Vice President and Co-head of Corporate Finance. Following Drexel's bankruptcy filing in 1990, Mr. Sorte was elected Chief Executive Officer and managed the debtor-in-possession to a successful reorganization in 1992. He then remained as Chief Executive Officer of the reorganized firm, which was renamed New Street Capital Corp. New Street Capital, which was a merchant bank owned by a trust for the benefit of Drexel's creditors and shareholders, was sold in 1994. Mr. Sorte began his career at Shearson, Hammill & Co. in 1972 in the Corporate Finance Department. He is a member of the Board of Directors of Vail Resorts, Inc. and Shorts International Ltd. Mr. Sorte holds B.A. and M.E. degrees in Chemical Engineering from Rice University and an M.B.A. from Harvard Business School.

Confidential 30 Morgan Joseph TriArtisan Senior Management Biographies (cont’d)

Gerald H. Cromack Mr. Cromack co-founded Tri-Artisan. Prior to Tri-Artisan, Mr. Cromack was a principal in the 1994 Co-President leveraged buyout of Furman Selz LLC, which was sold in 1997 to ING Group. Mr. Cromack remained with +1 212 218 3813 ING Group (and the successor owner, ABN AMRO) until the beginning of 2002, serving as an executive [email protected] member of the investment bank. Prior thereto, Mr. Cromack worked as a senior member in the Mergers and Acquisitions and Corporate Finance Departments of Lehman Brothers Holdings Inc. Mr. Cromack started his career at the First National Bank of Chicago in its leveraged buyout corporate finance group. Mr. Cromack received a BA, with Distinction, in Economics from Stanford University and an MBA from the University of Chicago Graduate School of Business. Mr. Cromack is currently a member of the board of directors of Hartz Mountain Corporation, a former Tri-Artisan portfolio company.

Rohit Manocha Mr. Manocha co-founded Tri-Artisan. Prior to Tri-Artisan, Mr. Manocha was a founding partner of Thomas Co-President Weisel Partners LLC. Prior thereto, he was a principal in the 1994 leveraged buyout of Furman Selz LLC, +1 212 218 3818 which was sold in 1997 to ING Group. Mr. Manocha remained with ING Group until the beginning of [email protected] 1999, where he took responsibility of the North American private equity coverage and consumer, retailing and industrial mergers and acquisitions businesses. Prior thereto, Mr. Manocha worked at Lehman Brothers Holdings Inc. and was a founding member of its private equity coverage effort. Mr. Manocha began his career as a corporate and mergers and acquisitions attorney in New York and California. Mr. Manocha received a BS in Engineering and a JD from Columbia University. Mr. Manocha currently serves on the board of directors of Claire’s Stores, Inc., a Tri-Artisan portfolio company.

Confidential 31 Morgan Joseph TriArtisan Senior Management Biographies (cont’d)

Mary Lou Malanoski Ms. Malanoski is Vice Chair and Head of Investment Banking. She joined the firm in July 2001. From 1994 Vice Chair until June 2001, Ms. Malanoski was a Managing Director and the Chief Financial Officer of New Street Head of Investment Banking Advisors LP, a private equity firm which she co-founded. New Street Advisors and its broker-dealer affiliate, +1 212 218 3748 New Street Investments, were primarily engaged in making investments in small capitalization companies for [email protected] their own account and third party investors. Ms. Malanoski began her career at Drexel Burnham Lambert in 1980 in the Corporate Finance Department. She subsequently served in various positions, finally serving as Managing Director in the Mergers and Acquisitions Department and Chair of the Corporate Finance Underwriting Commitment Committee. Following Drexel's bankruptcy filing in 1990, Ms. Malanoski was responsible for formulating the firm's plan of reorganization, which was successfully consummated in 1992. She remained at the reorganized firm, which was renamed New Street Capital Corp., as a Managing Director responsible for many of the firm's merchant banking investments. Ms. Malanoski is a member of the Board of Directors of Phibro Animal Health Corp. Ms. Malanoski holds a B.A. degree in Mathematics from Rosemont College, and an M.B.A. from the Johnson School of Cornell University.

Confidential 32 C. TMT Investment Banking Biographies

Confidential 33 Technology Investment Banking Team Biographies Rick Juarez Mr. Juarez is a Managing Director in the firm’s Technology Investment Banking Group based in San Managing Director Francisco. Mr. Juarez has more than 20 years of combined investment banking, strategy, and operations experience. He has advised on more than 50 public and private financings and merger and acquisitions +1 650 270 2702 representing more than $8 billion in transaction value capital for growth companies in the Internet and [email protected] digital media, software, hosting and cloud services, and telecommunication sectors. Mr. Juarez was previously the Head of Investment Banking at Nollenberger Capital Partners, a boutique technology investment bank in San Francisco. Prior to Nollenberger, Mr. Juarez was the Managing Partner at AlphaCap, a merchant banking and advisory firm. Prior to AlphaCap, Mr. Juarez was a Managing Director at Robertson Stephens and Fleet BancBostson. At Robertson Stephens, he built the infrastructure software and services practice. In addition, he was a founding team member of two software companies and has been awarded multiple U.S. Patent Office software patents. Mr. Juarez has served on the Boards of private companies and was the author of the industry defining report titled “ Virtual Bricks”. Mr. Juarez received his B.S. in Finance, Magna Cum Laude, from California State University, Hayward and his M.B.A. from the Harvard Business School.

Gene Ramirez Mr. Ramirez is a Managing Director at Morgan Joseph TriArtisan, bringing a strong combination of Managing Director investment banking, operational, and strategic expertise to the firm, having advised a broad spectrum of emerging growth companies over the last 15 years. Before joining MJ , Mr. Ramirez held various +1 650 270 2703 management positions at Robertson Stephens & Co. in San Francisco, CA, and Southwest Securities in [email protected] Dallas, TX. In addition, he has founded two enterprise software companies based in Austin, TX of which one was sold to Oracle in 2002. Mr. Ramirez has advised technology clients on approximately 40 public and private financings, mergers and acquisitions representing over $2.5 billion in transaction value. Mr. Ramirez has a deep background in the technology industry, primarily focused on emerging growth, middle-market companies. Mr. Ramirez holds a Bachelor of Arts degree in Economics with a specialization in Finance from the University of Texas at Austin.

Confidential 34 Technology Investment Banking Team Biographies

Sandeep Beotra Mr. Beotra is a Director in the firm's Investment Banking group. Previously, Mr. Beotra was a Member of Managing Director the Telecommunications Investment Banking group at ING Barings. He has worked on a number of +1 212 218 3722 advisory and financing assignments (both public and private) across a broad spectrum of industries. Mr. [email protected] Beotra holds an MBA from the University of Maryland and a Bachelors Degree in Electronics and Communication Engineering from the Indian Institute of Technology (IIT).

Zachary B. Fisher Mr. Fisher joined Morgan Joseph in December 2001. Prior to joining the firm, Mr. Fisher was a member of Principal the Mergers and Acquisitions group at ABN AMRO. He began his career in investment banking as an +1 212 218 3749 Analyst in the Media & Entertainment group of ING Barings. Mr. Fisher received a B.S. in Finance with [email protected] high honors from Lehigh University.

Matthew McLeod Matthew McLeod is an Associate in the Investment Banking division at Morgan Joseph TriArtisan. Associate Previously, Mr. McLeod worked at a boutique investment firm focused on the technology sector, and as an Associate at Lazard in the Technology, Media & Telecommunications group. Mr. McLeod began his career +1 650 270 2705 as a management consultant at Deloitte Consulting and Accenture. [email protected] Mr. McLeod holds an M.B.A. from the University of Chicago, Booth School of Business and an undergraduate degree in Mechanical Engineering (Hons) and Computer Science from McGill University. He also completed post-graduate studies at the London School of Economics.

Confidential 35 Technology Investment Banking Team Biographies

Anthony J. Cresci, CFA Anthony Cresci is an Associate in the Investment Banking division at Morgan Joseph TriArtisan. Previously, Associate Mr. Cresci was an Investment Associate at UBS where he helped manage over 1b in assets. More recently Mr. Cresci was an Associate with Platinum Equity and Fortress Investment Group. He received his MBA +1 650 270 2704 with honors from USC Marshall School of Business and his BS with distinction from San Diego State [email protected] University. Mr. Cresci is a CFA Charterholder.

Cody Werner Cody Werner is an Analyst in the Investment Banking division at Morgan Joseph TriArtisan. Previously, Mr. Analyst Werner was a financial analyst at FMV Opinions, where he worked on company valuations for fairness opinions, M&A advisory, and gift and estate tax. Mr. Werner graduated with a B.A. with distinction from +1 650 270 2708 the University of California, Berkeley. [email protected]

Xuan Yang Xuan Yang is an Analyst in the Investment Banking division at Morgan Joseph TriArtisan. Previously, Mr. Yang was an equity research associate at Broadpoint Capital and Canaccord Adams covering Advanced Analyst Materials companies. More recently, Mr. Yang was an equity research associate at Collins Stewart covering +1 650 270 2707 Digital Media and Semiconductor companies. Mr. Yang graduated with a B.A. with distinction from [email protected] Vanderbilt University.

Confidential 36 Generating Revenue Globally: Opportunities in Europe

Questions & Answers Generating Revenue Globally: Tapping into Markets Abroad