ORRICK TECHNOLOGY COMPANIES GROUP

SUPPORTING INNOVATIVE COMPANIES

FRANCE – USA

2016

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 investors and other relationships;

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

Strategic Global resources, and

Strategic approaches.

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Technology Companies face unique challenges

Financing IP Protection “Bet the Company”Technology Transactions

AdditionalFinancing

AddressingGlobal Markets

ExitStrategies

FormativeCounseling

Litigation – Swordand Shield

Success leads to even more challenges

Strong Cross-Office Collaboration

We have lawyers 100% dedicated to technologycompanies located throughout our offices in theUnited States, Asia and Europe. We provideseamless on-the-ground coverage for technologytransactions throughout the world.

Tech Companies Group 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.

A unique worldwide Tech Companies Groupplatform

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Our strong ties with the French Startupsscene

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In 2015, the Technology Companies Grouphelped its clients raise over $5.67 billion inventure financing through +250 transactionsthroughout the world.

With a seasoned team of technology lawyersbased throughout our offices in Europe, theUS, and Asia, Orrick provides seamless on-the-ground coverage for technologytransactions throughout the world.

Orrick has developped a unique French-UScross-border practice specialized in Flipsand croos border Exits for French companiesin the US and IPOs.

Our multidisciplinary team of lawyerscombines deep experience and commitmentto high-growth businesses with a broadglobal platform that adapts to the needs ofour clients as they grow.

Capital Finance – Groupe Les Echos, 4 May 2015

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:

• Know how to close a sale

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

Exit StrategiesTechnology M&A

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• Know what motivates potential buyers

» Our lawyers have advised strategic buyers such as:

EliteDailyAcquisition byDailyMail.com

Seller’s Counsel

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

Symphony TelecaAcquisition by

HarmanInternational Industries, Inc.

Seller’s Counsel

$780 Million 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

Terms Not Disclosed

TOA TechnologiesAcquisition by

Oracle

Seller’s Counsel

Terms Not Disclosed

Delamaison,fr.Acquisition of Groupe Adeo (Leroy

Merlin)

Sellers’ Counsel

Edmond de RothchildPartners

Sale ofTVN to

Harmonic Inc.Seller’s Counsel

Terms Not Disclosed

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

Pinterest

Acquisition of Kosei

Acquiror’s Counsel

Terms Not Disclosed

Telly, Inc.

Acquisition of Sha-Sha Entertainment

Acquiror’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

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

$1.55 Billion

JD.comJoint venture with

Bitauto Holdings and Tencent

JV Partner’s Counsel

Terms Not Disclosed

IronPlanetMerger with Cat AuctionServices, an alliance of

CaterpillarJV Partner’s Counsel

Terms Not Disclosed

Zestfinance

Joint venture withJD.com

JV Partner’s Counsel

Recent FinancingsRepresentative Engagements as Company Counsel

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$80 MillionSeries C Financing

Company Counsel

2014

$80 MillionSeries C Financing

Company Counsel

2014

$216 MillionSeries e Financing

Company Counsel

2015

$367MillionPreferred Stock Financing

Company Counsel

2015

Series A FinancingCompany Counsel

2015

$33 MillionSeries C financing

Company Counsel

2015

$18,3 Million(Y Combinator backed)

Company Counsel

2015

$2,380 Million(TechStars backed)

Company Counsel

2015

€23 MillionSeries D financing

Company Counsel

2014

US financingCompany Counsel

2014

€1,5 MillionSeries A 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

$40 MillionSeries B financing

Company Counsel

2015

Preferred Stock FinancingInvestor Counsel

3+ Recent Engagements

Recent FinancingsRepresentative Engagements as Investor Counsel

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Series B FinancingInvestor Counsel

Series A FinancingInvestor Counsel

15+ Recent Engagements

Preferred Stock FinancingInvestor Counsel

10+ Recent Engagements

Series C FinancingInvestor Counsel

17+ Recent Engagements

Series B FinancingInvestor Counsel

10+ 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

Series F FinancingInvestor Counsel

Preferred Stock FinancingInvestor Counsel

+7 Recent Engagements

Recent IPOs on the US Market

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Recent IPOs of technology companies

US Company$81,8 MillionIPO on NYSECompany Counsel

2012

French Company$77 Million

IPO on NYSECompany Counsel

2011

US Company$200 Million

IPO on NYSEUnderwriter’s Counsel

2015

USCompany$61.5 millionIPO on NYSECompany Counsel

2015

US Company$103 Million

Initial Public OfferingNasdaq

Underwriters’ Counsel

2015

US Company$65 Million

Initial Public OfferingNYSE

Issuer’s Counsel

2015

Advise clients on changing trends in

the IPO process and develop strategies

that best accomplish key business goals

Your Dedicated Team

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

•John focuses his practice on advising technology companies andinvestors, and represents both public and private high-tech companies inmany areas, including corporate and securities law, venture capitalfinancings, mergers and acquisitions, public offerings, public companyrepresentation, and technology licensing.

•John works closely with many French companies and investors over thelast 15 years and has strong experience of French-US crossbordertransactions.

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

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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'sParis office, with considerable experience in the Technology andInnovation sectors. Internet start-ups, computer software companies andtelecommunication operators rely on Saam for advice on all their businesslegal issues and strategic operations.

•Saam has been distinguished as a key expert by Chambers & PartnersEurope in Technology-Media-Telecommunication. He is recognizedparticularly for his work on both domestic and cross-border mergers andacquisitions as well as private equity and venture capital operations.

•As such, Saam advised recently on the acquisitions of Neolane by Adobefor USD 600 million, the France-based restaurant booking platform LaFourchette by US travel company TripAdvisor, the French provider ofopen source cloud computing services eNovance by US-based Red Hat,Inc. and Thomson Video Networks to Harmony Inc.

•In 2011, he was the advisor to Sequans Communications SA, a French4G chipmaker, on its IPO on the New York Stock. SequansCommunications was the first French company to list on the NYSE since2002.

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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 andWeb companies on corporate transactions for almost 10 years.

•Based in Orrick’s Paris office, Ben has strong ties with the Silicon Valley,San Francisco, New York and London offices, where he spends severalweeks each year as a resident lawyer.

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

•He advises companies and investors at various stages from incubationand equity financings to external growth transactions and exits (M&A,IPO), all with deep French-U.S. cross-border expertise. Representativeclients include Teads (Ebuzzing), MenInvest, Sequans Communications,Neolane, LaFourchette, eNovance, Lightspeed Venture Partners, IrisCapital (Orange Publicis Venture), XAnge Private Equity and Idinvest.

•Orrick’s Technology Companies Group is frequently praised for its high-level expertise, locally and as regards to cross-border operations (“Orrick,the law firm “builder” of Tech Companies”, Capital Finance – Groupe LesEchos, 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 7282

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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For the second consecutive year, Law360 has named Orrick’s Techpractice among its Practice Groups of the Year