1. Confidential
Toward Ubiquity in a Consumer Inspired Mobile World
Gridley’s Mobile Industry Roadmap
April 2012

2. Overview
Mobile finally arrived in 2011 because smartphone penetration increased dramatically and reached 48% at the end of the year. High
smartphone penetration has been the critical element needed to transform the mobile ecosystem. High smartphone penetration was
necessary for mobile to really take off because smartphones offer consumers a fundamentally different experience that includes true
24/7 convenience, hyper-local and targeted applications, and significantly enhanced connected functionality.
One important thing to note is that consumers, not businesses, have been leading the charge. This is the first time in history that a
major technological shift has been led by the consumer, and its advent has several major implications. Consumers are now roughly
18 months ahead of businesses. As businesses begin to catch-up with consumers, we expect to see notable growth in several key
areas including mobile advertising and point of sale applications. Other notable trends we saw in 2011 include:
• Mobile advertising really took off in 2011 due to increasing smartphone penetration, mobile Web use and related increases in ad
inventory. Mobile advertising is now recognized as an opportunity for brands to engage consumers in a targeted manner, thereby
improving returns;
• Smartphones are changing consumer shopping behavior and the in-store consumer experience because mobile phones are
offering more pricing transparency, greater convenience, and product information. As of 3Q 2011, 49% of mobile consumers
said they frequently used their smartphones while shopping;
• The ability to pinpoint a shopper’s location and engage real-time on a mobile device provides vast opportunities for retailers to
convert shoppers;
• Large technology companies such as Google, Verizon, Apple, and eBay are trying to build integrated payment and marketing
systems and will be a real threat to traditional payment and marketing leaders;
• The growing popularity of smartphones has led to a dramatic rise in mobile video. While 23 million mobile subscribers viewed
video on their phones in 2010, 31 million used mobile video in 3Q2011, a 35% increase; and
• Social networking is becoming increasing popular on mobile devices and accelerating the growth of mobile. Android and iPhone
users spend more time on Facebook than any other mobile application.
Source: Nielsen, (March 2012).
2

3. Overview
While 2011 was a banner year for mobile, the rate of change will continue to accelerate in 2012. Falling hardware prices will
continue to make smartphones and related applications more accessible to more people. By the end of 2012, over 60% of mobile
phones will be smartphones. Mobile’s inherently geo-local uses should also foster the creation of a whole host of innovative new
applications, and the media and commerce landscapes will continue to undergo profound changes.
Gridley's Mobile Industry Roadmap is a brief 10 page report focused on four major areas we think will offer the best near term
opportunities: content, marketing and advertising services, m-commerce / services, and payments. The four areas have been chosen
for different reasons, but all four have shown promise and we expect all will continue to drive value for the consumer.
We hope you enjoy this mobile roadmap and our perspectives. Please give us a call to discuss the content of this presentation.
Linda Gridley
President & CEO
linda.gridley@gridleyco.com
212-400-9710
Pratik Patel Peg Jackson
Director Managing Director
pratik.patel@gridleyco.com peg.jackson@gridleyco.com
212-400-9712 212-400-9709
Source: Nielsen, (March 2012).
3

4. Globally, Mobile Penetration is Significantly Higher
than Penetration of Landline Phones or the Internet
Mobile Cellular Subscriptions Penetration Rates
160%
Mobile phone penetration increased in the Americas from 52% in 2005 to 103% in 2011…
140% 143%
120%
120%
103%
100%
92% 97%
80%
74%
60%
60%
52% 53%
40%
27%
20% 23%
12%
0%
2005 2006 2007 2008 2009 2010 2011
Africa Arab States Asia & Pacific CIS Europe The Americas
Fixed Telephone Lines Penetration Rates Internet User Penetration Rates
…while landline phone penetration decreased 3%.. . .. and Internet penetration increased to 56% or ~half
50% 80%
mobile 74%
45% 46% 70%
40% 39% 60%
35% 56%
33% 50%
30% 29% 46% 48%
25% 26% 40%
23% 36%
20% 30% 29%
15% 27%
15%
13% 20% 10%
10% 9% 10% 9% 13%
10% 8%
5%
2% 1% 2%
0% 0%
2005 2006 2007 2008 2009 2010 2011 2005 2006 2007 2008 2009 2010 2011
Africa Arab States Asia & Pacific Africa Arab States Asia & Pacific
CIS Europe The Americas CIS Europe The Americas
Source: International Telecommunication Union, 2011
4

5. Conversion from Feature Phones to Smartphones Has
Been Accelerating Over the Past Few Quarters…
…This trend is likely to continue as hardware costs continue to fall. By 2015, over 80% of US
mobile users are expected to have smartphones, up from 48% at the end of 2011
US Smartphone Penetration(1) % of US Users with Smartphones(2)
77% 81%
Feature Phone Smartphone 71%
64%
48%
90% 87%
86%
84% 83%
81%
79%
77%
75%
72%
50/50
66%
62% 2011 2012 2013 2014 2015
58% 56%
52%
50% % of US Users with Tablets (3)
48%
wth 25% 25%
r Gro 44%
ting Use 41%
era 20%
Accel
37%
35%
15%
28% 2-7%
25%
21% 23%
19% 8%
16% 17%
13% 14%
10%
1-3%
2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 Feb '12
2011 2012 2013 2014 2015
(1) Source: The Nielsen Company.
(2) Source: Goldman Sachs (June 2011).
(3) Source: Forrester Research (2010).
5

6. The More Developed Japanese Market Gives a Hint
of What To Expect in the US in the Next Few Years
In the future, US consumers will probably spend more time viewing videos and TV, searching,
and accessing financial news and traffic reports using their mobile devices
Mobile Activities in the U.S., EU5, and Japan by % Share of Total Mobile Users
32%
Poised for
Growth
26%
25% 25%
23% 23%
Poised for
21% Growth
20%
18% 18%
17% 17%
16% 17%
16% 16% 16%
15%
14% 14%
13% 13%
12%
10% 10% 10%
8% 8% 9%
7% 7%
7% 7%
5% 6% 6%
5% 4% 5%
4% 4%
3%
Games Search Capture Maps Instant Sports Info Music Financial Restaurant Traffic Classifieds Online Retail TV / Video Travel
Video Messaging News / Stock Info Reports Service
Quotes
U.S. EU5 Japan
Source: comScore MobiLens, 3 month average ending December 2010, Japan data for December 2010 only
6

7. Mobile Ads Are More Targeted, Making them More
Effective and Compelling Than Other Media
Relative Efficacy of Mobile vs. Other Advertising Media (1)
Reach Targeting Engagement Viral Transaction
Mobile 100 90 70 80 80
Internet 50 50 80 40 60
1
TV 50 30 90
0
20
1 1 1
Print 40
0
20
0 0
1 1
Radio 60
0
40
0
US Mobile Ad Spending ($MM)(2) Breakdown of US Mobile Ad Spending ($MM)(2)
9 0 %
$5,000
79%
$4,396 8 0 %
$4,500
65% $396
7 0 % $4,000
$3,381 $3,500
6 0 %
47% $3,000 $1,767
$2,523 5 0 %
$2,500
4 0 %
$1,802 $2,000
40% 3 0 %
$1,226 34% $1,500 $1,600
30%
$743 $1,000
2 0 %
$500
1 0 %
$633
0 %
$0
2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015
Messaging Display Search Video
Sources: (1) Chetan Sharma (January 2011), (2) eMarketer (September 2011)
7

8. Mobile Phones Are Creating New In-Store
Purchasing Behavior and Transforming Payments
Reasons for In-Store Purchase Abandonment Among US Smartphone Users
52% 51%
34%
21%
17%
7%
1%
Found it online for a Found it at another Saw a negative review Bought a similar item It was not available in- No longer needed item Nove of the above
better price store for a better price about the item instead store
Source: comScore, US Smartphone User Survey (July 2011).
Consider Mobile Payments Mainstream % of Age Group Interested in Mobile Transactions
9% consider mobile
payments mainstream
24% 24%
globally today 21%
18%
12%
10% 9%
3%
1%
83% believe mobile
payments will be mainstream 13-15 16-17 18-19 20-24 25-34 35-44 45-54 55-64 65+
globally within the next four
years
Source: KPMG. Source: Yankee Group.
8

9. Large Companies Are Trying to Build Integrated
Payment and Marketing Systems
It is currently unclear who will ultimately develop the most successful integrated payment and
marketing system, however, it is clear that someone will succeed
Total Global Payments Revenue Growth ($BN) Location of Mobile Wallet Purchases in Japan (MM)
7.6
2011
$240 billion
3.2
2.7 2.6
1.5
2015
$670 billion
Retail or convenience Vending machine Public transportation Grocery store Restaurant
Source: Juniper Research (July 2011). store
(1)Includes mobile payments for digital and physical goods, money transfers and NFC. Source: comScore MobiLens (December 2010).
Most Trusted Brands in Mobile Payment
39.6% 35.9% 35.8% 34.3%
24.6% 22.9% 22.3%
19.5%
17.0% 15.5%
12.1%
Visa MasterCard American Express PayPal US Postal Service Apple Microsoft Google Motorola eBay Facebook
Source: Ogilvy and Mather (2011).
9

10. Electronics, Clothing, and Food Currently
Dominate M-commerce
The ability to pinpoint a shopper’s location and engage real-time on a mobile device provides
vast opportunities for retailers to convert shoppers
Total U.S. Mobile Commerce Revenue Growth ($BN) mCommerce Items Purchased
31% 29%
$31.0 26%
21% 21% 21%
19% 19%
17%
$23.7 15% 14%
$17.2
$11.6
$6.7
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Source: eMarketer (November 2011). Source: ComScore/Millennial Media Mobile Retail Study (2010).
Company
• Mobile commerce • In 2011, people purchased • Launched Goggle Wallet • Dipped its toe into
Recent makes up more than $1 $5 billion of goods on eBay mobile payments by
Moves billion in sales using their mobile devices introducing EasyPay
• Tapping into 80% of the • In 2012, eBay projects this • Using Google Wallet to • Could easily introduce
retail market that is not will rise to $8 billion gain meaningful traction its own digital wallet
Future online by going mobile • PayPal expects to see $7 • Captive share of search
Trends billion in mobile payment and mobile reach has
volume in 2012 high leverage potential
10

11. Key M&A Themes
2005 – 2006
• Wireless infrastructure driven
• One off application acquisitions
2007– 2008
• M&A at some scale
• Early marketing related transactions
• Beginning to expand beyond
2009– Today
marketing oriented services
• More focused on marketing networks
11

12. Mobile Ecosystem
Marketing and Advertising Services Content M-Commerce / Services Payments
Marketing Services Content e-Commerce Mobilizers Integrated Systems
Payments
Video
Gaming M-Commerce Tech
Mobile Ad Networks
Bar Code Scanners
Mobile Discovery
Mobile Coupons
Social
Services
DSPs Exchanges Analytics
Rewards / CLOs
Digital Inventory
12

13. Gridley Overview

14. Gridley Overview
Gridley & Company, a New York-based boutique investment bank, provides advisory
services to companies in the Information Services industry
Gridley & Company
Leading Boutique • Sharp focus provides clients with valuable strategic insights and
perspectives
• Specialize in Internet Services, Digital Media & Marketing Services, Data
Services, Financial Technology, and SaaS & Outsourcing Services
• Founded in 2001
• Headquartered in New York, NY
Strong Reputation • Strong industry reputation on assignments led by senior bankers
• Experienced, bulge-bracket trained M&A bankers – The “A” Team
Trusted Advisor • Thoughtful ideas – not just logical combinations
• Deliver value to buyers, sellers, and investors alike
• Broad industry network developed over 25+ years with industry leaders,
emerging growth companies, and senior investors
14

15. Gridley’s Differentiated Strategic Approach
Our broad network allows us to discern important trends early in their development, advise
clients on the best strategies to profit from those trends, and execute successful transactions
INDEPENDENT ADVICE INDEPENDENT ADVICE
Well-Known Thought Leadership Strong Network of Relationships
• Often hired by public company leaders to • Split time 1/3, 1/3, 1/3 between strategics,
advise them on major growth initiatives VC/PE firms, and private company CEOs
• Approximately 25% of business is retained, • Built our business by visiting over 400
strategic buy-side work for industry leaders companies a year annually for 10 years
and selected PE investors • Have set up over 1,000 one-on-one “meet
• Use industry overviews to effectively guide and greet” meetings at our annual January
strategic buyers and PE investors conference
INTEGRITY
Ability to Strategically Position Companies INTEGRITY
Impressive Track Record
• Spend more time than our competitors on • Over 25 year history of successfully
the strategic positioning of our clients completing transactions
• Work together to optimize market • Clients like us and the job we do
positioning • Goal is 100% referencable clients
• Offer strategic insights based on our • “No client gets left behind”
understanding and perspective of the
industry
15

16. Strategic Thought Leadership is Well Known
Quarterly Newsletter: Industry Frequent Gridley Hosted
The Compass Guides Industry Speaker Events
• Business Insider: • Digital NY
IGNITION
• January Conference
• OMMA Display
• Mobile in May
• Capital RoundTable
• Annual Golf Outing
• SIIA Midmarket Growth
• AdTech Cocktail
Conference
Party
• IAB Marketplace: Mobile
• Highly respected
quarterly newsletter • OMMA Mobile
about industry trends
and corporate • Upstream Seller Forum
finance/M&A activity • Digital Hollywood NYC:
• Received by over 2,200 Media Disruption
industry CEOs and • ad:tech NYC 2010
CFOs, investors, and
financial sponsors
16

17. Our Team is Experienced, Focused, and Trained for
Success
• Gridley’s bankers are experienced, bulge-bracket trained bankers – The “A” Team
• Recent additional hires add execution capability and further outreach
Team Member Background
Linda Gridley • 25+ years relevant banking experience
President & CEO • Prior firm experience at Lehman Brothers, Furman Selz, and ING Barings
• In depth knowledge of marketing services sector
– Successful sale transactions with KBM, M/A/R/C Group, PRIMIS, Communifx, and Digitaria
• Frequent industry conferences circuit speaker
Peg Jackson • Extensive knowledge and experience in digital media and technology sectors as venture capitalist
Managing Director • Managing Director at NeoCarta Ventures. Served on boards including Data Synapse (Acquired by Tibco),
Silverpop, and Zoom Systems
• Vice President of Business Development at NBC. Responsible for investments including Tivo, Preview
Travel (acquired by Microsoft), Whowhere (acquired by Lycos), Wink (acquired by Liberty)
Pratik Patel • 9 years banking experience, 5 years covering software and digital media sectors
Director • Prior firm experience at JPMorgan
Maura O’Neill • 7 years banking experience, extensively working with media and marketing services companies
Vice President • Prior firm experience at Lehman Brothers and CDG Group
Michael Lambe • 7 years transaction experience, executing transactions for leading private equity firms
Vice President • Prior firm experience at Harris Williams & Co.
Feng Hong • 3 years tech banking experience
Associate • Prior firm experience at Credit Suisse
17

18. Selected Recent Gridley Transactions
Gridley clients include industry leaders and premier emerging growth companies
Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed $20,500,000 Undisclosed
Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by
SAS GfK Channel Intelligence, Inc. Minicom Digital Signage Oversee.net TeleTech Holdings The Dolan Company WPP Group plc
Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor
Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed $20,000,000 $367,000,000 $157,000,000
Acquired Acquired Acquired by Acquired Acquired Investment by Acquired by Acquired
FetchBack Inc. M3 Mobile Marketing MDC Partners Inc. Pepperjam Silverlign Group Inc. TZP Group LLC Roper Industries, Inc. e-Dialog, Inc.
Advisor Advisor Advisor Advisor Advisor Placement Agent Advisor Advisor
Undisclosed Undisclosed Undisclosed Undisclosed Undisclosed $113,189,337 $17,450,000 Undisclosed
Email Business of Ad Serving Business of PrePay Intelligent Network
Solutions Business Unit of
Acquired by
Acquired by Acquired by Sold to Sold to Sold to Secondary Offering Acquired by
Verisign Schulman, Ronca, &
WPP Group plc Quest Software One to One Interactive, Inc. Aegis plc Parthenon Capital LLC Bucuvalas, Inc.
.
Advisor Advisor Advisor Advisor Advisor Co-Manager Issued Fairness Opinion Advisor
Undisclosed $138,000,000 Undisclosed $58,000,000 Undisclosed $55,200,000 Undisclosed Undisclosed
Advisory Communications Marketing One to One, Inc.
Systems, Inc. (ACS) d/b/a
d/b/a
Acquired by Acquired Acquired by Acquired Acquired by Acquired by Acquired by
Valassis Follow-On Offering Carlson Marketing Group
ISIS Equity Partners, Inc. Modem Media, Inc. Performics, Inc. ARAG Group Alliance Data Systems, Inc.
Communications, Inc.
Advisor Advisor Advisor Advisor Advisor Co-Manager Advisor Advisor
18

19. Gridley & Company LLC
10 East 53rd Street, 24th Floor
New York, NY 10022
212.400.9720 tel
212.400.9717 fax
Twitter: @gridleyco
www.gridleyco.com