65%? Yes Please. Realizing a Return on FloNetwork Inc. December 5, 2014 MH Capital Advisors Javier Hernandez-Cotton Franco Perugini Ventures West Management Inc. (VW)

Introduction 1.Introduction 2.Analysis 3.Valuation 4.Implementation

Recommended Course of Action IntroductionAnalysisValuationImplementation How should VW vote at the upcoming B.O.D. meeting regarding the sale of FloNetwork to DoubleClick?

Recommended Course of Action IntroductionAnalysisValuationImplementation How should VW vote at the upcoming B.O.D. meeting regarding the sale of FloNetwork to DoubleClick? Vote “Yes” and initiate exit through the sale of newly acquired DoubleClick shares yielding 65% IRR

Situation Overview IntroductionAnalysisValuationImplementation VW is a majority shareholder in FloNetwork & is looking to evaluate this potential exit opportunity Key Considerations: Achieve 30% I.R.R. Benchmark Liquidity Issues of FloNetwork Optimize Shareholder Value

Analysis 1.Introduction 2.Analysis 3.Valuation 4.Implementation

Current Market Conditions IntroductionAnalysisValuationImplementation NASDAQ down 55% from 52-week highIPO market has evaporated

Current Market Conditions IntroductionAnalysisValuationImplementation NASDAQ down 55% from 52-week highIPO market has evaporated Tech Industry Drivers (Post-Bubble) Internet usage experiences increasing growth as computers become more accessible for consumers and business’ Global technological infrastructure developments enable more developed countries to access the internet

FloNetwork’s Revenue Drivers IntroductionAnalysisValuationImplementation Permission-Based Marketing Industry Specialized Hardware & Software Internet Direct Marketing & Communication Development, Assessment & Implementation of Campaigns Industry Trends: Response rates of 5% - 25% Online Marketing Expenditures : $2.8bn (’99) to $22.0bn (‘02) Market of marketing: $156.4mm (‘99) to $4.8bn (‘04)

Where FloNetwork Stands: IntroductionAnalysisValuationImplementation FloNetwork Strong & Reputed Client Base: P&G, LL Bean, Continental Airlines Provide Clients with opportunities for Capex and Opex savings

Where FloNetwork Stands: IntroductionAnalysisValuationImplementation FloNetwork Strong & Reputed Client Base: P&G, LL Bean, Continental Airlines Provide Clients with opportunities for Capex and Opex savings  Lower cost of ownership  Quicker time to market  Reliable & scalable high volume deployment  Web-based client control  Personalization  Sophisticated targeting and tracking  Instantaneous reporting

Where FloNetwork Stands: IntroductionAnalysisValuationImplementation Threats Internal: Cash drain from negative cash from operating activities External: Low barriers to entry have created high competition

Where FloNetwork Stands: IntroductionAnalysisValuationImplementation Threats Internal: Cash drain from negative cash from operating activities External: Low barriers to entry have created high competition  Current & potential clients who have strong IT infrastructure and personnel in place  Direct competitors who offer similar products/services  Competitors who licence software to client companies  General e-marketing companies

DoubleClick as a Strategic Buyer IntroductionAnalysisValuationImplementation Large global client network that can be leverage to benefit FloNetwork Integration opportunities with FloNetwork & DARTmail Service (DoubleClick Techsolutions division)

VW’s position in FloNetwork IntroductionAnalysisValuationImplementation Invested ~$1.3mm Class A Invested ~1.0mm Class D ~900k shares Free Common Shares ~88k from Class D financing Warrants Redeemable Preferred Shares

Valuation 1.Introduction 2.Analysis 3.Valuation 4.Implementation

Valuation Overview IntroductionAnalysisValuationImplementation Sensitivity Analysis IRRCash on Cash Investment Return Analysis Base CaseAlternate Case FloNetwork Standalone Financials Income StatementCash Flow Burn

Assumptions Overview IntroductionAnalysisValuationImplementation delivery CAGR of 74% from 2001 to 2006 Revenue generated per of $0.005, which is equal to 2000’s metric Industry growing at a similar clip as FloNetwork projections Revenues Sales expense decreasing from 55% of revenue to 30% Marketing decreasing from 25% to 10% R&D decreasing to 8% of revenues from 32% Expenses Capex averages 13% of sales Depreciation is equal to 37% of Capex – in line with historical Working Capital requirements of 9% Cash Flow Drivers

Detailed Assumptions IntroductionAnalysisValuationImplementation

A Fast-Growing Story with Issues… IntroductionAnalysisValuationImplementation Will represent only ~5% of the market Will struggle to turn a profit for quite some time

An Unsustainable Cash Burn IntroductionAnalysisValuationImplementation FloNetwork will struggle to generate cash and will require substantial external financing, leading to dilution of ownership

Returns to VW – A Success Story IntroductionAnalysisValuationImplementation Base case assumes VW liquidates shares as quickly as possible, at the assumed price at closing Current exposure of over $3mm

Alternate Liquidation Scenario IntroductionAnalysisValuationImplementation A still appealing return, with greater cash on cash

Sensitivity Analysis IntroductionAnalysisValuationImplementation Returns remain robust under virtually all scenarios

Implementation 1.Introduction 2.Analysis 3.Valuation 4.Implementation

Alternatives IntroductionAnalysisValuationImplementation Convince Board to File & Go Public Reject Offer and Continue as Standalone Vote Yes & Exit Position Meet IRR Threshold (30%) Address FloNetwork Liquidity Maximize Shareholder Return Fit Company Investment Policy

Recommendation IntroductionAnalysisValuationImplementation Convince Board to File & Go Public Reject Offer and Continue as Standalone Vote Yes & Exit Position Meet IRR Threshold (30%) Address FloNetwork Liquidity Maximize Shareholder Return Fit Company Investment Policy

Following “Yes” Vote and Sale IntroductionAnalysisValuationImplementation Considerations for “Yes” Vote & Exit DoubleClick Position: Loss of significant ownership power & control over strategic direction Investment of threshold of $5.0mm (only ~$2.0mm left to add) Predecessor fund wind down (VW6 vs. VW7)  realization of return

Timeline IntroductionAnalysisValuationImplementation Liquidate Escrow Shares at expiration (July ‘02)

Risk Assessment IntroductionAnalysisValuationImplementation Doubleclick deal is rejected Use influence to urge board to re-vote Invest in anticipated VC financing round Doubleclick stock price declines heavily IRR sensitized to Doubleclick stock price Negotiate upper/lower bounds at B.O.D. meeting Tech recovers aggressively after sale of Doubleclick shares Still own escrow DoubleClick shares Refocus investment efforts on tech sector RisksMitigationContingencies

Conclusion 1.Introduction 2.Analysis 3.Valuation 4.Implementation Vote “Yes” and initiate exit through the sale of newly acquired DoubleClick shares yielding 65% IRR