AGC at the Forefront of Emerging Technology Advisory

2

TOP RANKED TECH BOUTIQUE

451 Group consistently ranks AGC as the leading technology boutique

Over a decade of delivering results

History of driving high-multiple financings and exits

Partner-led deal execution

24 / 7 commitment

5 strategically located offices across the US and in London

231 transactions closed since 2003

20-30 transactions per year; 25 2014 YTD

Deals ranging from $25M to $1B at compelling valuations

4 major events annually

Attended by top investors and strategic partners

Thousands of one-on-one meetings each year

1000+ Strategic Buyer relationships

500+ PE / VC relationships

Completed transactions with the largest players

In-depth domain expertise

Broad network of relationships

Partner-published industry thought pieces

50 MEMBER GLOBAL TECH TEAM CLOSING LARGE AND SMALL DEALS

ACQUIRER / INVESTOR RELATIONSHIPS

DEEP SECTOR KNOWLEDGE PREMIER CONFERENCE SERIES

Boston New York Silicon Valley Minneapolis London

Selected Semiconductor & Industrial Clients

Semiconductor and Energy/Industrial Technology Banking

Joseph Dews, Partner

Joe Dews Biography

Based in AGC’s Silicon Valley office, focused on IoT Infrastructure and the Industrial IoT

Experience in the application of technology to Energy and other Industrial end-markets

Long experience in the Semiconductor industry 20+ years of experience in investment banking, including as Head of

CleanTech at ThinkEquity and Head of Semiconductors at Needham, and has completed over 100 transactions

Worked as an FAE at Cirrus Logic KK, and received a B.S. in Applied & Engineering Physics from Cornell University

3

Agenda

What is IoT?

Why does Wall Street Care?

When did Wall Street Start to Care?

IoT Related M&A Trends

IoT Spans Many Markets

What Does the IoT Market Need from You?

4

5

What is IoT?

6

Why Does Wall Street Care?

7

When Did Wall Street Start to Care?

January 13, 2014 $3.2 Billion

8

When Did Wall Street Start to Care?

January 2014 $3.2 Billion

December 2013 up to $130 Million

August 2014 $200 Million*

July 2014 up to $170 Million

* Denotes estimate

9

IoT Related M&A Volume, and What it has been Called

1

99

24

34

$14

$863

$3,246

$7,548

$11,108

0

2,400

4,800

7,200

9,600

$12,000

0

8

16

24

32

40

2010 2011 2012 2013 2014

US

$ M

illio

n

Deals $ Value

“RFID”

“M2M,

Asset

Tracking,

Smart Grid”

“IoT”

“GPS,

Fleet Tracking,

Energy Mgmt”

“All the

above,

IoT”

10

Names Matter – IoT as the Next Logical Step in Internet Growth

11

IoT – Widely Forecasted to be Billions if Units

12

IoT Spans Many Markets

Smart Home

Smart Cities Smart Grid

Smart Building

13

IoT Spans Many Markets

Wearables

Digital Oil Field

Healthcare

Connected Car

14

Applying Technology to Traditional Industries Matters

“U.S. Overtakes Saudi Arabia and Russia as Largest Oil Producer” JULY 10, 2014

15

Value Curve for Industrial IoT Apps

Remote Monitoring Connectivity

Process Improvements Big Data Analytics

Predictive Maintenance “Small Data” Analytics

16

What Does the IoT Market Need In Terms of Technology Advances to Realize

Its Potential?

Very Low Cost and Low Power

Energy Harvesting

Solid State Batteries

High Reliability

Printed Electronics

Sensors, Antennae

MEMS and Si-based Sensors

Software, Software, Software

Security

Take Advantage of Real World Data on Product Usage

17

What are VCs Funding?

($US in millions)

Date Target Description Amount Investors

1. Oct-14 Digital Lumens Designs, develops, and manufactures LED-based lighting systems $23Aster Capital Partners; Black Coral Capital; Flybridge Capital Partners; Goldman Sachs; Nokia Growth

Partners; Stata Venture Partners

2. Aug-14 Electric Imp Provides integrated hardware solutions to connect devices to the Internet wirelessly 15 Foxconn Electronics; PTI Ventures; Rampart Capital; Redpoint Ventures

3. Jul-14 Sensoria Develops IoE (Internet of Everyone) wearable platforms and devices 5 Reply; StartCaps Ventures

4. Jul-14 Altierre Provides thin infrastructure, bi-directional, ultra-low power wireless dynamic pricing solutions for retailers 21 D.E. Shaw; ATA Ventures; DuPont Capital Mangement; Labrador Ventures; Kinetic Ventures

5. Jul-14 Robin PoweredProvides software solution for building automation and presence sensing in offices, connecting people,

devices, and systems1 Atlas Venture; Deep Fork Capital; BOLDstart Ventures; Space Pirates

6. Jun-14 Uber Technologies Offers online car booking services via mobile phones 1,200Fidelity; Wellington Management; BlackRock; Summit Partners; Kleiner Perkins Caulfield & Byers;

Menlo Ventures, Google Ventures

7. Apr-14 Ayla Networks Owns a cloud-based connectivity platform for the Internet of things 15Cisco Investments; CrossLink Capital; SAIF Partners; SJF Ventures; SAIF Partners; Voyager Capital;

International Finance Corporation

8. Apr-14 EVRYTHNG Provides a software engine for creating Active Digital Identity (ADI) profiles for physical objects on Web 7 Cisco Investments; BHLP; Dawn Capital; Atomico Investment Holdings

9. Mar-14 Lyft Inc. Helps commuters to share rides with friends, classmates, and coworkers going the same way 250Alibaba Capital; Third Point; Andreessen Horowitz; Coature Management; FLOODGATE; GSV Asset

Management; GSV Capital; Mayfield Fund; Founder's Fund; Third Point

10. Feb-14 Aliph (Jawbone) Develops human-centered wearable technology and audio devices 250 Rizvi Traverse Management

11. Feb-14 Ionic Security Offers a unified data and mobility security platform 26Kleiner Perkins Caufield & Byers; JAFCO Ventures; TechOperators; Google Ventures; ff Venture

Capital; Webb Investment Network

12. Jan-14 Nest Labs Designs, develops, manufactures, and sells solutions to address home energy consumption. 150KPCB; Venrock; Lightspeed Venture; Generation Investment; Shasta Ventures; Google Ventures; DST

Global2014 Subtotal $1,962

13. Dec-13 Bit Stew Systems Develops a Web-based software platform for utility companies ND Cisco Investments; Yaletown Venture Partners

14. Dec-13 Mocana Provides device management solutions and embedded security tools 15 Trident Capital; Symantec; Shasta Ventures; Southern Cross Venture Partners; GE Ventures

15. Nov-13 SmartThingsOffers a platform that enables device manufacturers, hardware makers, developers, and everyday people

to build connected devices13 Highland Capital Partners; Greylock Partners

16. Nov-13 ArrayentDevelops Internet-connect communication systems that enable users to connect products to Web

applications and smartphone apps12 DCM; Intel Capital; Opus Capital

17. Oct-13 TaKaDuProvides a SaaS solution for water utilities to control and monitor water distribution networks, and reduce

non-revenue-waterND 3M New Ventures

18. Oct-13 LookoutProvides cloud-connected applications that offer solutions to protect mobile phones from viruses, malware,

spyware, fraud, hackers, etc55

Accel Partners; Greylock Israel Partners; Index Ventures; Deutsche Telekom; QUALCOMM Ventures;

Khosla Ventures; Andreessen Horowitz; Mithril Capital

19. Aug-13 Uber Technologies Offers online car booking services via mobile phones 361 Benchmark Capital; Google Ventures; TPG Capital

20. Aug-13 Axeda Provides cloud platform for connected products and M2M applications 12 JMI Equity; Mitsui & Co.; Wipro

21. Jul-13 Dropcam Provides Wi-Fi video monitoring camera and cloud services 35 Accel; Institutional Ventures; KPCB; Menlo Ventures

22. May-13 Lyft Inc. Helps commuters to share rides with friends, classmates, and coworkers going the same way 60 Andreessen Horowitz; Mayfield Fund; Founders Fund

23. May-13 Sight Machine Designs and develops software for vision analysis 6 ND

24. Apr-13 Pivotal SoftwareProvides solutions that enable the creation of software applications that leverage big and fast data on a

cloud independent platform105 General Electric

25. Apr-13 Ionic Security Offers a unified data and mobility security platform 10 Foundation Capital; Kleiner Perkins Caufield & Byers; TechOperators; Google Ventures; Flashpoint

26. Mar-13 RetailNext Provides in-store retail analytics 15 August Capital; StarVest Partners; Nokia Growth Partners; StarVest Partners II; Commerce Ventures

27. Mar-13 Watermark Medical Provides home sleep testing solutions for enhancing ongoing patient care and sleep disorder management 32 ND

28. Mar-13 Silver Spring NetworksProvides networking platform and solutions that enable utilities to transform the power grid infrastructure

into the smart grid12 ND

29. Jan-13 Lyft Inc. Helps commuters to share rides with friends, classmates, and coworkers going the same way 15 Founders Fund; FLOODGATE; K9 Ventures; Mayfield Fund

30. Jan-13 Nest Labs Designs, develops, manufactures, and sells solutions to address home energy consumption 80KPCB; Venrock; InterTrust Technologies; Lightspeed Venture; Generation Investmen; Shasta Ventures;

Google Ventures

31. Jan-13 Cohda WirelessEngages in developing and providing Wi-Fi enhancing products and technology that overcome technical

limitations for broadband communications10 Cisco Systems; NXP Semiconductors

32. Jan-13 ORBCOMMProvides M2M communication solutions that enable businesses and government agencies to track,

monitor, control and communicate with fixed mobile assets45 ND

2013 Subtotal $892

Source: CapIQ, Company press releases

A Decade of Delivering Strategic Results

Disclosure

This document is intended to serve as information only, and to suggest that further analysis and consideration may be warranted. Unless otherwise indicated, AGC does not

believe that the information contained herein is sufficient to serve as the basis of an investment decision. There can be no assurance that these statements, estimates or

forecasts will be attained and actual results may be materially different. Only those representations or warranties which are made in a definitive purchase agreement will have

any legal effect. To learn more about the company/companies that is/are the subject of this commentary, contact one of persons named herein who can give you additional

information.