April 29, 2016

2

Market Leader Industry leader in middle-market M&A for Media, Information, Marketing, Software and Tech-Enabled Services

Committed to the success of each client assignment, with no sales and trading, lending or investing to conflict with advisory client priorities

Independence

Deep domain expertise and extensive relationships across markets served, having completed more than 600 transactions

Every substantive conversation is managed by senior leadership, while a dedicated banking team drives efficiency and quality to ensure success

Focus

Energy

Team-driven approach achieves highest transaction success rates at optimal terms and timing, bringing enthusiastic endorsements from highly satisfied clients

Results

Dedicated to working harder and smarter to identify unexpected buyers and investors, engage their senior leadership and “make the market”, to deliver exceptional value

“As the business founder, I was looking for a true partner to represent us: one with the highest integrity, impeccable execution skills, strong work ethic, excellent M&A process from start to finish. They delivered on all of that and so much more: a relentless focus on issues that mattered most to us; the ability to harness the landscape of competing global giants into a strategy that delivered great shareholder value; and, most importantly, a solid commitment to doing business the right way – all substance, no shortcuts. Thank you, JEGI.”

Nancy KramerChairman, Resource / Ammirati

Serving entrepreneurs, founders, investors, and global corporations

Positioned at the epicenter of converging markets, bringing creative ideas to its clients

Deep knowledge of markets served, providing unexpected acquisition and investment opportunities

Track record of surpassing expectations

“As the business founder, I was looking for a true partner to represent us: one with the highest integrity, impeccable execution skills, strong work ethic, excellent M&A process from start to finish. They delivered on all of that and so much more: a relentless focus on issues that mattered most to us; the ability to harness the landscape of competing global giants into a strategy that delivered great shareholder value; and, most importantly, a solid commitment to doing business the right way – all substance, no shortcuts. Thank you, JEGI.”

Nancy KramerChairman, Resource / Ammirati

3

4

Founder & CEO Co-President Co-President Managing Director

Managing Director Managing Director Managing Director & Co-Head of Tech Banking

Managing Director & Co-Head of Tech Banking

Managing Director Director Chief Marketing Officer Chief Operating Officer Executive Vice President

5

6In each transaction listed above, JEGI’s client is mentioned first.

Strong cross-border experience and capabilities, plus London-based European partner – Clarity

7

Imago Techmedia is a leading enterprise technology trade show organiser.

Jun Group is a leading mobile video and branded content advertising platform.

Soonr is a leading provider of enterprise secure file sharing and collaboration services for IT business managers.

Selligent is an international SaaS platform delivering omnichannel audience engagement.

ecVision is a cloud-based provider of global sourcing and collaborative supply chain software solutions.

Stagnito and Edgell are two leading business information, marketing, and research providers in North America.

Resource/Ammirati is a leading, US-based digital marketing and creative agency.

Instantly is a leading provider of online and mobile audiences and insights technology tools.

FCBI’s TU-Automotive is the global leader in the B2B automotive technology events and information sector.

World 50 is an exclusive, invite-only peer-to-peer network and knowledge exchange platform serving senior executives.

Allant Group is a leader in data and analytics driven marketing and advertising services.

Nielsen’s National Research Group (NRG) provides research and analytics to the entertainment industry.

Opus is a global corporate events and experiential marketing agency.

Dmg events’ Digital Marketing group operates global, market-leading B2B events.

inVNT is an experiential marketing company specializing in live media, brand environments and creative services.

Dodge’s industry-leading brands include Architectural Record, Engineering News-Record, and SNAP.

Thomson Reuters’ Lipper assets provide data on investment product classifications, pricing and benchmarking.

3Q Digital is a leading provider of digital marketing and online customer growth services.

Briefing Media is the leading provider of business information and marketing solutions to agricultural sector.

Evanta, sold for $275 million, is a leading peer-to-peer leadership platform for Fortune 1000 C-suite executives.

BJI is an integrated B2B media company with extensive trade show, digital and other marketing assets.

8

9

STUTTERING MARKETSLed by China’s economic slowdown and falling commodity prices, equity markets have corrected globally in H2 2015 and into 2016, driving sellers to seek alternative routes to realize value.

SUSTAINED INVESTOR ACTIVITYPrivate equity dry powder, estimated at US$1.32 trillion, as of June 2015 (i.e. PE has money to spend and pressure is mounting for deployment).

US$1.32T

US WAGES RISE AND UNEMPLOYMENT FALLSThe US Bureau of Labor Statistics reports that the labor market remains resilient – wages are rising in the US economy, as the unemployment rate holds steady at an 8-year low.

STRONG BALANCE SHEETSUS and EU corporates continue to benefit from accessible capital and strong balance sheets.

ROBUST ADVERTISING SPENDUS economic momentum buoyed by the forthcoming 58th US Presidential elections, combined with the commercial and marketing frenzy generated by the Rio XXXI Summer Olympics, will – we anticipate – drive strong advertising spending and, in turn, increase demand for associated production services in 2016.

TRAPPED CASHUS corporates increasingly using cash “trapped” overseas (estimated at US$2.1trillion as of March 2015) to drive investment activity.

US$2.1T

10

Transaction Date: 2006$34.5 million

Transaction Date: 2012$99 million

Transaction Date: 2016$275 million

• Same company sold 3x in 10 years, each with shorter holding period and increasing valuation• Different types of buyers – Strategic to PE to Strategic• Different transaction processes – Full Auction to Preemptive

“I have now completed my fourth successful transaction with JEGI. Every time, we interviewed competitive firms and always concluded JEGI is the best in the business. They know their markets inside and out and are strategic, creative, tenacious and results oriented. Most importantly, they have always added significant value and delivered outstanding results. You won’t often find a company that works with the same investment banker on four separate occasions, where each time the investment banker exceeded expectations. I can honestly say that JEGI goes above and beyond to deliver the desired results for their customers.”

Bob DethlefsFounder & CEO, Evanta

11

Transaction Date: 2016

• JEGI represented Resource/Ammirati in a two-stage full auction sale process, leading to IBM’s first digital agency acquisition

• JEGI also used out-of-the-box ideas to move beyond the typical buyer set (e.g., large agency holding companies) to approach different buyer sets, such as companies like IBM

• From the outset, JEGI ran a deal process (including fireside chat sessions with the executive team) that effectively heightened interest among potential buyers

12

$5,000,000

$500,000 $50,000 $5,000

Cost to Launch a Tech Startup

Open source and horizontal scaling

Cloud and AWS

Source: Upfront Ventures

2000 2005 2009 2011

13

“At current churn rate, 75% of the S&P 500 will be replaced by 2027. To survive and thrive, leaders must create, operate and trade – build new divisions and trade mature ones at the pace and scale of the market, without losing control of their company.”

Innosight Executive Briefing

14

• Telephones took approximately 35 years for adoption by 25% of the US population, whereas smartphones took under five years to reach 25% adoption

15

Nearly 90% with an HDTV & Smartphone

16

Source: Renaissance Capital

213

31

63

154

125 128

222

275

170

8

$49

$25$22

$39

$36

$42

$55

$85

$30

$1$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

0

50

100

150

200

250

300

2007 2008 2009 2010 2011 2012 2013 2014 2015 Q1-2016

Pro

cee

ds

(in

$B

)

Nu

mb

er

of

IPO

sUS IPO Activity

Number of IPO Pricings IPO Proceeds (in $B)

• IPO market is declining due to a wider array of exit options; it is more expensive and arduous to be publicly traded; and the performance of IPOs has been weak

17

• Your total return would be over 8x times higher if you had invested in the S&P 500 instead of putting a specific amount of money into each VC-backed tech IPO from May 18, 2012 (the day Facebook went public) through October 30, 2015

7% 60%Facebook

Chegg TwitterGoPro Etsy Care.com

18

2,859

3,458

2,623

1,769

2,549

2,850

3,332 3,265

3,923

3,602

$487

$938

$393

$166

$358$408

$470$512

$636$606

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

De

al V

alu

e (

in $

B)

Nu

mb

er

of

PE

Acq

uis

itio

ns

US PE Activity

Number of PE Acquisitions Deal Value (in $B)

Source: PitchBook

• Private equity firms sitting on record amount of “dry powder” (cash) – over $1 trillion

19

• Private companies often lack the corporate governance regulations that are required for public companies, but appropriate governance is vital to driving value

• Following corporate governance practices will create businesses that are more attractive to potential lenders, investors and acquirers

• Key corporate governance practices to consider are:• Annual audits of the business• Establishing “best practices” and internal controls• Adhering to ethical codes of conduct• Creating an independent board of directors• Hiring a Chief Financial Officer

20

Pros Cons1. Generates substantial cash reserves to invest for future growth

1. Going public is an expensive and time consuming process

2. Can make it easier to access additional capitalfor growing the business

2. Public companies face intensive, expensive, and time-consuming reporting requirements

3. Boosts overall company image and profile and provides a perceived legitimacy

3. Founders’ shares face “lock-up provisions” for at least six months, delaying access to capital

4. The public market provides an irrefutable valuation of the company on a daily basis

4. Management must answer to the Board and get majority shareholder approval in certain cases

5. Can use company stock as currency to acquire other companies to continue growth

5. Founders can lose control of their company, in terms of ownership stake and go-forward strategy

6. Company stock can be offered to employees and contractors as incentive compensation

6. Management and accounting information systems often must be substantially upgraded

21

Family-Owned: Pros Family-Owned: Cons1. Limited downside risk of losing control of the company; no risk of an IPO failure

1. May not be able to attract top talent through benefits like stock incentives

2. Can choose who invests in the company and have more influence on Board selection

2. Limited opportunity to use stock for acquisitions (need to have cash or incur debt)

3. Company’s proprietary information is not subject to public scrutiny

3. Limited liquidity for existing investors, especially in early stages of company growth

4. Much more limited federal government oversight from regulatory agencies 4. Limited access to capital resources

PE- or VC-Backed: Pros PE- or VC-Backed: Cons1. Record number of PE/VC firms with historically large amounts of available cash (over $1 trillion)

1. PE and VC firms demand ownership stakes and Board seats (PE – majority; VC – 20-25%)

2. Active support from experienced professionals,with relevant sector expertise and key relationships

2. Management does not fully control exit strategy or timing

3. With “skin in the game”, investors have incentive to show results and ROI to their LPs

3. Investors focus on value maximization – less concerned with company reputation and employees

4. Potential for high returns – most PE deals see20+% annual profit growth (nearly half at 50%+)1

4. Target companies must have strong ROI potential over three to seven years

1 Boston Consulting Group study, 2012

22

There are many ways to start a company, but all options require preparation and oversight… unless you are Dunder Mifflin.

23Private & Confidential

NEW YORKJEGI, 150 East 52nd Street18th FloorNew York, NY 10022+1 212 754 0710 | www.jegi.com

BOSTONJEGI, CIC Boston, 50 Milk Street 16th FloorBoston, MA 02109+1 617 294 6555 | www.jegi.com

LONDONClarity, 90 Long AcreLondonWC2E 9RA+44 20 3402 4900 | www.claritycp.com

www.jegi.com/wp-content/uploads/2016/04/Neel_CGC.pdf

Wilma JordanFounder & CEO

wilmaj@jegi.com