Prepared For: The Gymboree Corporation Prepared By: Ventura Associates International LLC This document contains confidential and proprietary information prepared by Ventura Associates International LLC. The concepts proposed in this document or any other said proprietary information shall not be published, reproduced, copied, disclosed, or used for any purposes without the written approval of Ventura Associates International LLC.

1. Brief overview of Ventura Associates 2. Introduction to Prize Promotions 3. Background and Objectives 4. Gymboree® Promotion Ideas 5. Discussion and Next Steps

11,688 sweepstakes, contests, games $147,035,040 in prizes given away

The premiere Promo 100 marketing and promotions agency specializing in. Strategically focused, legally precise online, social media, and offline promotions. Tactical development and flawless execution of: o Sweepstakes Random-draw, qualified entry, programmed learning, custom or co-op o Contests Skill-based, user-generated content o Games Scratch-off, match and win, instant win, decoders, virtual games, text messaging and more

Handle the thousand and one details that go into the development, management, administration and fulfillment of prize promotions on a turnkey basis: Counsel on program concept, execution and planning for any/all media Prize structure recommendations Rules and legal review State registrations and surety bond (if applicable) Online promotion hosting Game card seeding and print production Winner selection, clearance and correspondence Prize procurement and fulfillment Database building and management Program analytics and reporting

Important tactics in every marketer’s tool box…especially during tough economic times. Properly executed, prize promotions… generate excitement and velocity engage and motivate any target audience: customers, retailers, sales force and distributors can be a great tie-breaker vs. competitor brands when all else is equal drive acquisition and retention …but they’re not taught in college or MBA programs, which is why most marketers turn to prize promotion experts for counsel and administration of sweepstakes, contests and games.

Increases the fan-base, awareness, branding Encourages brand engagement Simple way to thank your customers for their loyalty Allows for exponential viral sharing about the brand

The two business units: Gymboree Play and Music®, and Gymboree® retail stores operate separately each with its own website and product lines. Ventura Associates has been invited to submit promotion ideas designed against the above objectives. A specific goal of Gymboree Play and Music® is to increase “sign ups” for a free class as well as increase monthly memberships. A specific goal of Gymboree® retail stores is to increase online purchases. The overall premise of our recommended promotion ideas is to build an engaging integrated cross promotion that leverages the assets and audiences of both brands. This creates increased time, data and cost efficiencies.

Specific Promotion Type: Instant Win Game Working Title: The Gymboree® Spinning & Winning Game How it works: Promotion is advertised on both websites, on Facebook fan pages, via Twitter, and in stores. Gameplay is spinning a wheel and when the wheel stops, a “winning” or “losing” message is revealed. Game play is initiated when a trial membership and/or a free class and/or a clothing purchase is made. The winning messages are instant prizes and/or class/clothing discounts. Losing messages are rotating educational messages such as “Did you know that Gymboree® clothing is made in America?”

An alternate, free method of entry is provided. This means the more classes a consumer signs up for and/or the more clothing purchased, the greater their chances of winning. After game play, consumer can share the game with friends via social media. Option exists to re-direct consumer to any of The Gymboree® Corporation’s sites after game play. An additional game play is given for each subsequent class the consumer signs up for and/or each subsequent clothing purchase made.

Objectives: Increase cardholders’ use of their Vision Visa® Prepaid Card. Encourage users to sign up for direct deposit; or continue to use direct deposit if they are already enrolled. Execution: Every day that a cardholder makes a transaction, they are ed a link to the “Vision Visa Swipe and Spin Instant Win Game” for their chance to win a monetary credit to their account! If a cardholder is a direct deposit member, they have the chance to win double the money a second spin of the bonus wheel! Client: PreCash, Inc; Provides prepaid credit cards to the underbanked market. Ventura’s role was turnkey; strategic development of the game, administration, legal compliance in the regulated banking industry, creative development of the custom online game, programming and hosting.

Specific Promotion Type: Sweepstakes Working Title: Gymboree® Parent Style Sweepstakes How it works: Promotion is advertised on both websites Gymboree Play and Music®, and Gymboree® retail stores, on Facebook fan pages, and via Twitter. There are two versions of the sweepstakes: one for Gymboree Play and Music®, the other for Gymboree® retail stores. The sweepstakes is a quiz, i.e. a series of fun questions designed to engage consumers. Consumers can “play” after signing up for a class and/or a trial membership and/or making a clothing purchase. A game play is to take the quiz the result of which is a diagnosis or prediction plus a sweepstakes entry!

For the Gymboree Play and Music® version, the questions would relate to the child’s development level and how the parent handles the child in different situations. The result is a “parent style” diagnosis as well as recommendations for which Gymboree® classes would be appropriate for her child. For the retail version the questions would be relate to how the parent likes to dress his/her child while reinforcing main product benefits. The result: a style diagnosis for the parent and recommended outfits from Gymboree®! Sweepstakes prizes would be a free wardrobe, free months of classes, discounts on clothing, gift certificates, etc. After playing, consumer can share the sweepstakes and earn extra sweepstakes entries. And to cross promote, after each quiz, the consumer will be invited to take the “other” quiz for more chances to win and can also be given a discount! This quiz would be executed from a list of age categories found at Gymbo buzz.

Specific Promotion Type: Contest of Skill Working Title: Gymboree® Scholarship Contest How it Works: Promotion is advertised on both websites Gymboree Play and Music®, and Gymboree® retail stores, on Facebook fan pages, and via Twitter. Specifically, since a purchase may be required in a skill contest, the contest can be teased on a free trial coupon or clothing discount offer. The contest invites Moms to tell us why Gymboree® can help with her child's development. A picture of the child can be part of the entry submission. To build brand excitement and engagement, essays and pictures would be posted for public viewing and voting for the best!

Prizes include Gymboree® pre-school wardrobes, a college scholarship, and deposits into a college 529 plan! Consideration could also be given to awarding the winner(s) a choice of charitable organizations that Gymboree® would make a donation to on behalf of the winner(s). Sharing via Facebook and other social media would be part of the mix. That would include both the “call for entries” as well as a “call for votes for the best essays/pictures”. Winning essays can be made into an e-book! The leader board would show who the leaders are at any given time.

Execution Postcard featuring an essay contest about America as the Land of Diversity distributed to 220,000 classrooms nationwide. Objectives 1) Increase sales of the new Marian Anderson stamp during Black History Month 2) Motivate teachers to use USPS education materials and stamp subject matter to teach children about diversity 3) Reinforce among educators and teachers that stamps are a compelling teaching tool both from an historical as well as current perspective Website entry permitted also. Winning essays being made into a collectible book.

Specific Promotion Type: Contest of Skill Working Title: Gymboree® BFF Slogan Contest How it works: Promotion is advertised on both websites Gymboree Play and Music®, and Gymboree® retail stores, on Facebook fan pages, and via Twitter. There are two (2) contest categories: 1. Take a group picture of your child and his/her best Gymboree® friends, or Share the contest with friends. Leader board shows who has the best picture and slogan. Prizes include wardrobes, free classes, etc. Contest entry is after signing up for a class and/or trial membership and/or clothing purchase. 2. Take a picture of your child wearing his/hers/your favorite Gymboree® outfit Don’t forget to give your picture a slogan.

Specific Promotion Type: Sweepstakes Working Title: Grown-Up Random Draw Play Date Sweepstakes How it works: Promotion is advertised on both websites Gymboree Play and Music®, and Gymboree® retail stores, on Facebook fan pages, and via Twitter. The sweepstakes invites consumer to register with up to 5 friends (form a group) for a chance to win. And when one of the group members wins the sweepstakes, the whole group wins! The Grand Prize is a Grown Up Play Date, e.g. a night out on the town or a day at a spa. The children of the winners receive a Gymboree® Wardrobe. The viral element is robust in that every time a group is formed, each member can share the sweepstakes to earn entries which results in exponential sharing!

There are many ways for you to increase your fan base and add additional s for marketing. You will see below how you can encourage consumers to refer their friends to enter and/or post the sweeps to their Facebook timeline. Either way they can earn extra chances to win when their friends enter.

$16,000 - $19,000 plus prizes Includes administration, programming (from Client provided layered files), and hosting. Does not include creative and prize fulfillment.

Senior execs who really know their stuff. Team players. We do what we do best and make YOU the hero. A superior record of legal compliance for the past 41 years. Cost-efficient – quick and accurate the first time around. One stop for creative/programming/administration/fulfillment. On top of the trends – social media, user generated content, text messaging, participation TV and more. Solid financial backing from parent company Mickelberry Communications Inc., a growing company with diversified holdings in the communications service business. Fully vetted as a preferred vendor by other long-term clients with stringent security requirements.

Renee Azoulay, SVP Strategic Planning & Promotions Ventura Associates International, LLC 60 East 42 nd Street One Grand Central Place NYC, NY (212) ext (212) (fax)