ORRICK TECHNOLOGY COMPANIES GROUP

SUPPORTING INNOVATIVE COMPANIES

FRANCE – USA

Leading Technology Practice

• Orrick is passionate about entrepreneurship and supporting the success of early ventures. We provide:

In-depth experience of and a focus on representing technology companies;

A network of strong investor and other relationships;

Capabilities that adapt to the needs of clients as they grow; and

Global resources.

• Orrick is dedicated to counseling technology and life sciences companies, and the venture capital firms andinvestment banks that serve them. Our Technology Companies Group includes highly skilled lawyers in thetechnology space. We have been advising technology companies for more than 25 years.

• Today’s technology companies combine energy and innovation with a focus on long-term growth and success.Our multidisciplinary team of lawyers combines deep experience and commitment to high-growth businesses with abroad global platform that adapts to the needs of our clients as they grow.

• Our startup-focused, full-service practice provides advice on tactical approaches to companies, from incubation tostrategic exit and future growth opportunities. Our lawyers, who work intimately with technology founders, are expertsacross the technology sector. They bring forth their resources, including deep and longstanding relationshipswith venture capitalists and angel investors, as well as critical insight into this rapidly evolving and increasinglycompetitive marketplace.

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Strong Cross-Office Collaboration

We have lawyers dedicated to technologycompanies located throughout our offices in theUnited States, Asia and Europe. We provideseamless on-the-ground coverage for technologytransactions throughout the world.

Global PlatformProviding a single consistent voice –consolidated advice that leverages the entireknowledge base we have built up as yourcounsel. Our cooperative approach enablesus to select the best team possible to staffeach matter.

Addressing Technology Companies’ Legal NeedsWorldwide: The Orrick Value

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Technology Companies face unique challenges

Success leads to even more challenges

FormativeCounseling

Financing IP Protection “Bet the Company”Technology Transactions

AdditionalFinancing

AddressingGlobal Markets

ExitStrategies

Litigation – Swordand Shield

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Strategic Approaches

Our Clients and Network

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Orrick represents more than 1500 technology companies worldwide, including:

Our lawyers also work with or represent more than 100 venture capital firms that have funded ourclients, including:

Exit StrategiesTechnology M&A

• Know how to close a sale

» We have represented technology companies in their recent sales to the following “serialacquirers”:

• Know what motivates potential buyers

» Our lawyers have advised strategic buyers such as:

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Representative Technology M&A TransactionsRecent Sell-Side Technology Engagements

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Terms Not Disclosed

Posterous Inc.Acquisition by

Twitter

Seller’s Counsel

InstagramAcquisition by

Facebook

Seller’s Counsel

$1 Billion $1.2 Billion

Yammer, Inc.Acquisition by

Microsoft

Seller’s Counsel

Terms Not Disclosed

Jybe, Inc.Acquisition by

Yahoo!

Seller’s Counsel

$600 million

Neolane S.A.Acquisition by

Adobe

Seller’s Counsel

Terms Not Disclosed

GoodreadsAcquisition by

Amazon

Seller’s Counsel

Terms Not Disclosed

WaviiAcquisition by

Google

Seller’s Counsel

Terms Not Disclosed

Shutl LimitedAcquisition by

eBay

Seller’s Counsel

$3.2 Billion

Nest Labs, Inc.Acquisition by

Google

Seller’s Counsel

eNovanceAcquisition by

RedHat

Seller’s Counsel

$89 millionTerms Not Disclosed

La FourchetteAcquisition byTripAdvisor

Seller’s Counsel

Terms Not Disclosed

Orchestra, Inc.Acquisition by

DropBox

Seller’s Counsel

$250 Million

HerokuAcquisition by

Salesforce.com

Seller’s Counsel

Terms Not Disclosed

TOA TechnologiesAcquisition by

Oracle

Seller’s Counsel

Terms Not Disclosed

Delamaison,fr.Acquisition of Groupe Adeo (Leroy

Merlin)

Sellers’ Counsel

Representative M&A TransactionsOther Technology Engagements

Apple

Acquisitions of Siri and WiFiSlam

Acquiror’s Counsel

Terms Not Disclosed

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Terms Not Disclosed

Microsoft Corporation

Acquisition of R2 Studio andAPIPHANY, LLC

Acquiror’s Counsel

Terms Not Disclosed

Stripe, Inc.

Acquisition of Kickoff

Acquiror’s Counsel

Terms Not Disclosed

Handmark, Inc.

Merger with Sprint Nextel Corp.

Merger Partner’s Counsel

Terms Not Disclosed

Pinterest

Acquisition of VisualGraph

Acquiror’s Counsel

Terms Not Disclosed

Telly, Inc.

Acquisition of Sha-Sha Entertainment

Acquiror’s Counsel

Terms Not Disclosed

Elance, Inc.

Merger with oDesk Corporation

Merger Partner’s Counsel

Terms Not Disclosed

Cisco Systems Inc.

Acquisitions of WhipTail Technologies,Inc. and JouleX

Acquiror’s Counsel

Terms Not Disclosed

Microsoft Corporation

Acquisition of Nokia’s Chinese Assetsand Operations

Acquiror’s Counsel

Terms Not Disclosed

Shutterstock, Inc.

Acquisition ofVirtual Moment, LLC

(dba WebDAM)Acquiror’s Counsel

$625 Million

Pactera TechnologyInternational Ltd.

Acquisition byBlackstone Group L.P.

Acquiror’s Counsel

Terms Not Disclosed

23andMe

Acquisition of Cure Together, Inc.

Acquiror's Counsel

Terms Not Disclosed

Meninvest(Menlook)

Acquisition of Oki-Ni

Acquiror’s Counsel

EBuzzingMerger with

Teads

EBuzzing’s Counsel

Terms Not disclosedTerms Not Disclosed

MenlookAcquisition of Frontline

Acquiror’s Counsel

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• Second level

» Third level

Recent FinancingsRepresentative Engagements as Company Counsel

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$80 MillionSeries C Financing

Company Counsel

2014

$80 MillionSeries C Financing

Company Counsel

2014

$80 MillionSeries D Financing

Company Counsel

2014

$625 MillionPreferred Stock Financing

Company Counsel

2013/2014

$70 MillionSeries C Financing

Company Counsel

2014

JellynoteUS financing

Company Counsel

2014

$1,250 Million(Y Combinator backed)

Company Counsel

2014

$2,380 Million(TechStars backed)

Company Counsel

2014

€23 MillionSeries D financing

Company Counsel

2014

US financingCompany Counsel

2014

€1,5 MillionSeries A financing

Company Counsel

2014

$20 MillionSeries C Financing

Company Counsel

2014

€24 Million€12 Million Equity financing€12 Million Debt financing

Company Counsel

2014

$18,3 MillionSeries A financing

(Y Combinator backed)Company Counsel

2015

€5,5 MillionSeries A financing

Company Counsel

2015

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• Second level

» Third level

Recent FinancingsRepresentative Engagements as Investor Counsel

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Series B FinancingInvestor Counsel

Preferred Stock FinancingInvestor Counsel

15+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

10+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

15+ Recent Engagements

Series B FinancingInvestor Counsel

7+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

55+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

Preferred Stock FinancingInvestor Counsel

35+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

10+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

40+ Recent Engagements

Series E FinancingInvestor Counsel

Preferred Stock FinancingInvestor Counsel

70+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

3+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

Preferred Stock FinancingInvestor Counsel

+3 Recent Engagements

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• Second level

» Third level

US Company$263.4 Million*

Series D FinancingCompany Counsel

Recent IPOs on the US Market

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Israeli Company$300 Million

Follow-on offering on NASDAQCompany Counsel

20112012

US Company$72 Million

IPO on NYSECompany Counsel

2014

Israeli Company$125,3 Million*

IPO on NASDAQ SelectedMarket

Company Counsel

2010

*inclusive of the over-allotment option*including the exercise of the over-allotment option by the underwriters

Recent IPOs of technology companies

Other recent IPOs of non-technology companies

US Company$81,8 MillionIPO on NYSECompany Counsel

2012

French Company$77 Million

IPO on NYSECompany Counsel

2011

French Company$24,3 Million & $12,1 Million

Follow-on offeringsCompany Counsel

2013

US Company$200 Million

IPO on NYSEUnderwriter’s Counsel

2015

USCompany$61.5 millionIPO on NYSECompany Counsel

2015

Your Dedicated Team

•John Bautista, a partner in the Silicon Valley office, is head of the TechnologyCompanies Group.

•John focuses his practice on advising technology companies and investors, andrepresents both public and private high-tech companies in many areas, includingcorporate and securities law, venture capital financings, mergers and acquisitions,public offerings, public company representation, and technology licensing.

•John works closely with many French companies and investors over the last 15years and has strong experience of French-US crossborder transactions.

•Prior to joining Orrick, John was co-founder of Venture Law Group and served onthe Executive Committee. He previously practiced at Wilson, Sonsini, Goodrich &Rosati.

John V. Bautista

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Related Practice AreasTechnology CompaniesMergers & AcquisitionsCorporate GovernanceJapan

EducationJ.D., Harvard Law School,1991Visiting Scholar, Internationaland Comparative Law, Institutd'Etudes Politiques de ParisB.A., summa cum laude,University of California, LosAngeles

Admitted InCalifornia

John V. Bautista| Partner | Silicon Valleyjbautista@orrick.com +1 650 614-7652

Recent speeches andengagements

Nasdaq/Informilo conference“Scale Your EuropeanVenture”(Paris, May 2015)

TheFamily conference"How to maximize yourpotential to attract UScapital"(Paris, May 2015)

•Saam Golshani is an M&A and Restructuring lawyer based in Orrick's Paris office,with considerable experience in the Technology and Innovation sectors. Internetstart-ups, computer software companies and telecommunication operators rely onSaam for advice on all their business legal issues and strategic operations.

•Partner in charge of the French M&A-Private Equity Group and co-Head of Orrick’sEuropean Restructuring Group, Saam has been distinguished as a key expert byChambers & Partners Europe in Technology-Media-Telecommunication. He isrecognized particularly for his work on both domestic and cross-border mergersand acquisitions as well as private equity and venture capital operations.

•As such, Saam advised recently on the acquisitions of Neolane by Adobe for USD600 million, the France-based restaurant booking platform La Fourchette by UStravel company TripAdvisor, and the French provider of open source cloudcomputing services eNovance by US-based Red Hat, Inc..

•In 2011, he was the advisor to Sequans Communications SA, a French 4Gchipmaker, on its IPO on the New York Stock. Sequans Communications was thefirst French company to list on the NYSE since 2002.

•A French-qualified lawyer, Saam previously worked at Willkie, Farr & Gallagherfrom 2000 to 2004 and at Clifford Chance from 1996 to 2000.

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Saam Golshani

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Related Practice AreasRestructuringCorporateTechnology CompaniesMergers & AcquisitionsPrivate Equity

EducationM.A., Business Law, Universitéde Provence Aix-Marseille I,1997

Admitted InParis

Saam Golshani| Partner | Parissgolshani@orrick.com +33 1 5353 7500

•Benjamin Cichostepski is an experienced lawyer advising technology and Webcompanies on corporate transactions for almost 10 years.

•Based in Orrick’s Paris office, Ben has strong ties with the Silicon Valley, SanFrancisco, New York and London offices, where he spends several weeks eachyear as a resident lawyer.

•Passionate about entrepreneurship and shaping the success of early ventures,Ben leads Orrick’s Technology Companies practice in France.

•He advises companies and investors at various stages from incubation and equityfinancings to external growth transactions and exits (M&A, IPO), all with deepFrench-U.S. cross-border expertise. Representative clients include Teads(Ebuzzing), MenInvest, Sequans Communications, Neolane, LaFourchette,eNovance, Lightspeed Venture Partners, Iris Capital (Orange Publicis Venture),XAnge Private Equity and Idinvest.

•Orrick’s Technology Companies Group is frequently praised for its high-levelexpertise, locally and as regards to cross-border operations (“Orrick, the law firm“builder” of Tech Companies”, Capital Finance – Groupe Les Echos, May 4, 2015).

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Benjamin Cichostepski

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Related Practice AreasTechnology CompaniesCorporateMergers & AcquisitionsPrivate Equity

EducationLL.M., Harvard Law School,2005DEA, Comparative &International Trade Law,Université de Paris II -Panthéon-Assas, 2000Visiting Researcher, Universityof Stellenbosch, 2000D.E.S.S./D.J.C.E., Businessand Tax Law, Université deParis II - Panthéon-Assas,1999Magistère, Business andCommercial Law, Universitéde Paris II - Panthéon-Assas,1999

Admitted InParis

Benjamin Cichostepski| Partner| Parisbcichostepski@orrick.com +33 1 5353 7500

Recent speeches andengagements

La French Touch Conference“Going Global”(New York, June 2015)

AfDB 2015 Annual MeetingsMyAfricanStartUp" How to attract capital? "(Abidjan, May 2015)

AFIC Conférence"Capital-innovation etrecherche publique : lepartenariat gagnant"(Paris, March 2015)

EnterNext Tech Conference2015“What interest do thefinancial markets have forTech companies ?”(Paris, November 2014)

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“Don’t look any further; there is no other practice grouplike it on the planet.Orrick Technology Companies Group is unique.How many other law firms can claim having an expertteam of more than a hundred lawyers entirely dedicatedto technology companies activities around the globe?None.”

Capital Finance – Groupe Les Echos, 4 May 2015