#1Project Rhombus Presentation to the Board of Directors November 6, 2015 STRICTLY CONFIDENTIAL MOELIS & COMPANY#2Table of Contents 1. Executive Summary II. Historical Performance III. Valuation Perspectives Appendices A. Additional Valuation Detail B. Rhombus Overview STRICTLY CONFIDENTIAL 3 12 17 31 35 MOELIS & COMPANY [1]#3Disclaimer STRICTLY CONFIDENTIAL MOELIS & COMPANY This presentation has been prepared by Moelis & Company LLC ("Moelis") for exclusive use of the Board of Directors of RealD Inc. (the "Company") in considering the transaction described herein based on information provided by the Company and upon information from third party sources. Moelis has not assumed any responsibility for independently verifying the accuracy of such information, and disclaims any liability with respect to the information herein. In this presentation, Moelis, at the Company's direction, has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which were provided to Moelis by the Company and/or such other parties and which Moelis has assumed, at the Company's direction, were prepared based on the best available estimates and judgments of the management of the Company and/or such other parties as to the future performance of the Company and/or such other parties. This presentation is provided as of the date hereof and Moelis assumes no obligation to update it or correct any information herein. This presentation is solely for informational purposes. This presentation is not intended to provide the sole basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipient should make its own independent business decision based on all other information, advice and the recipient's own judgment. This presentation is not an offer to sell or a solicitation of an offer to buy any business, security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting, actuarial or legal advice. Absent Moelis prior written consent, this material, whether in whole or in part, may not be copied, photocopied, or duplicated in any form by any means, or redistributed. Moelis and its related investment banking entities provide mergers and acquisitions, recapitalization, restructuring, corporate finance and other financial advisory services to clients and affiliates of Moelis provide investment management services to clients. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this material. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Moelis and its affiliates may have advised, may seek to advise and may in the future advise or invest in companies referred to in this presentation. [2]#4I. Executive Summary STRICTLY CONFIDENTIAL MOELIS & COMPANY#5Situation Overview STRICTLY CONFIDENTIAL MOELIS & COMPANY ▪ On May 2, 2014, Starboard Value LP ("Starboard") filed a Schedule 13D indicating that it owned 6.3% of Rhombus' outstanding common stock ▪ On October 1, 2014, after market close, Starboard publicly offered to acquire the remaining shares in Rhombus (the "Company") it did not own for $12.00 per share in cash, which represented a 29% premium to Rhombus' closing price - At such time, Starboard had increased its stake to 9.9% of the Company's outstanding common stock ▪ During its Q2 FY 2015 earnings call on November 3, 2014, the Company responded to Starboard's offer, stating the Board had carefully reviewed the unsolicited indication of interest and unanimously determined not to pursue it Management and the Board of Directors at the same time stated that the value of the business would "benefit from the strength of its cinema platform and upcoming film slate, the value inherent in (Rhombus") IP portfolio and the changes being made to reduce operating expenses and capital expenditures" - The Company also announced it was actively evaluating alternatives for restructuring its R&D efforts In particular, the Company explored third-party funding options for InteliLight, however, those discussions did not ultimately result in third party funding for the InteliLight business ▪ On December 4, 2014, the Company announced it would reduce pro forma FY 2016 operating expenses by $11.5mm and capital expenditures by $4.5mm ▪ On February 9, 2015, Rhombus announced its Board of Directors had initiated a process to explore a full range of strategic alternatives and that the Company had engaged Moelis as its financial advisor to assist in the evaluation of such alternatives During the strategic alternatives review process, multiple Board meetings were held where Moelis provided updates on available alternatives, and the Board of Directors discussed next steps, including a potential sale of the Company ▪ Moelis contacted 71 potential buyers, consisting of 11 strategic and 60 financial potential buyers, regarding their level of interest in purchasing the Company Of the 71 potential buyers contacted, 36 ultimately signed a nondisclosure agreement and received confidential information in March 2015 regarding Rhombus (4 strategic and 32 financial, including Starboard)#6Situation Overview (cont'd) STRICTLY CONFIDENTIAL MOELIS & COMPANY ▪ On April 17, 2015, five potential buyers submitted initial indications of interest ("IOI") for the Company (1 strategic and 4 financial, including Starboard) The values submitted in the IOI's received ranged from $12.00 to 15.00 per share A sixth IOI, with a value range of $12.50 to $14.50 per share, was received from another strategic buyer on July 2, 2015 The Company conducted six management presentations during the months of May, June and September ▪ Following management presentations, the Company, Moelis and potential buyers began conducting due diligence ▪ Consistent with the Company's normal budgeting process, during the months of June through September, the Company's financial projections were revised, in part or in total, four times due to: Lower than expected financial results for certain 3D films Certain films no longer being slated to be shown in 3D (e.g., The Hunger Games: Mockingjay Part 2 in the US) An inability for the Company to reduce its operating expenses to the levels announced on December 4, 2014 due to Management's decision to continue to invest in select R&D initiatives As a result, the Adjusted EBITDA projections provided to potential buyers in March 2015 were revised downward: • Adjusted EBITDA Projections (March 2015): FY 2016 - $86.6mm, FY 2017E - $90.0mm, FY 2018E- $96.2mm Adjusted EBITDA Projections (September 2015): FY 2016 -$73.1mm, FY 2017E-$83.3mm, FY 2018E-$90.9mm ▪ On June 11, 2015, the Company reported FY 2015 Q4 Adjusted EBITDA of $2.4mm versus consensus estimates of $1.2mm and EPS of (S0.36) versus consensus estimates of ($0.34) ▪ On August 5, 2015, the Company reported FY 2016 Q1 Adjusted EBITDA of $24.6mm versus consensus estimates of $26.5mm and EPS of $0.14 versus consensus estimates of $0.16 Following the FY 2016 Q1 earnings announcement, the Company's stock price fell from $12.60 on August 4, 2015 to its 52-week low of $8.91 on August 24, 2015 [5]#7Situation Overview (cont'd) STRICTLY CONFIDENTIAL MOELIS & COMPANY ▪ Between the months of May and September all potential buyers other than Rizvi Traverse Management LLC ("Rizvi") officially dropped out of the process or ceased performing due diligence on the Company Reasons buyers provided for dropping out of the process included: • Perceived risk around the 3D industry • Concerns over customer renewal risk and rates . Concerns over dependence on film slate . Concerns regarding organic growth within the core business • Company's inability to achieve operating expense reduction plan - A few potential buyers from earlier in the process re-emerged, but did not engage in meaningful due diligence * The Company asked Rizvi for its final bid on October 13, 2015; at which time Rizvi offered $10.35 per share, which represented a 12% premium to the Company's unaffected share price on October 1, 2014 Rizvi's proposal was subject to reaching agreement with Michael Lewis regarding rollover and voting of his existing shares of stock of the Company and his continued employment by Rhombus following the consummation of the transaction - Additionally, Rizvi submitted an issues list regarding the merger agreement and draft debt and equity commitment papers ▪ On October 15, 2015, the Board of Directors held a meeting where Rizvi's bid was reviewed along with other strategic alternatives During the meeting, the Board authorized Moelis to engage in price negotiations with Rizvi Prior to the meeting, a potential buyer that had previously disengaged to pursue another transaction expressed an interest in continuing due diligence; the Board concluded that engaging with the potential buyer could put the Rizvi offer at risk given the limited due diligence performed to date by said potential buyer; the Board determined not to move forward with the potential buyer [6]#8Situation Overview (cont'd) STRICTLY CONFIDENTIAL MOELIS & COMPANY * At the direction of the Board, between October 16 and October 18, Moelis, on behalf of the Company, engaged in multiple price negotiations with Rizvi Rhombus proposed a counter offer of $12.00 per share Rizvi then raised its bid to $10.60 per share Rhombus proposed a counter offer of $11.60 per share Rizvi then raised its bid to $11.00 per share and stated that this represented their best and final offer ▪ On October 19, 2015, the Board of Directors held a meeting where the $11.00 per share offer from Rizvi, which represented a 19% premium to the Company's unaffected share price on October 1, 2014, was reviewed The Board authorized the Company to move forward with completing outstanding diligence and negotiating transaction-related agreements for a potential transaction at $11.00 per share, subject to final approval of the transaction by the Board of Directors ▪ Following the October 19, 2015 meeting of the Board of Directors, Michael Lewis, Rhombus' CEO and Chairman, began negotiating a separate agreement with Rizvi to roll his equity as part of the transaction Rizvi conditioned its October 13, 2015 offer on reaching agreement with Michael Lewis on these matters Michael Lewis' preference was to not roll his entire equity stake in the transaction, but he ultimately agreed to rollover all of his currently outstanding shares at Rizvi's request • Certain options of Michael Lewis, however, will be cashed out in the transaction in the same manner as the other holders of such options The Board is aware of these discussions#9Strategic Alternatives Process Summary 71 potential buyers were contacted during the process, with 36 parties receiving an Overview Presentation, 6 parties submitting an initial bid, and 1 party submitting a final bid 71 36 6 1 Contacted Signed NDA and Received OP 1st Round Bids Received Received Management Presentation Final Bid Received Strategic 11 Public announcement regarding the strategic alternatives process was made on February 9, 2015 2 STRICTLY CONFIDENTIAL 0 MOELIS & COMPANY Financial 60 32 4 [8]#10Summary of Parties that Received Overview Presentations Listed below are the parties that received an Overview Presentation FINANCIAL PARTIES (32) Party A Rizvi Traverse Starboard Value* Party D* Party E* Party H Party I Party J Party K Party L Party M Party F* Party G Party N Party O arty P Party Q Party R Party S Party T Party U Party V Party W Party X Party II STRATEGIC PARTIES (4) Party Y Party Z Party AA Party BB Party CC Party DD Party EE Party FF Party GG Party HH Party JJ STRICTLY CONFIDENTIAL MOELIS & COMPANY Denotes party that submitted first round bid and final round bid *Denotes party which submitted first round bid and/or participated in management presentation + Names of parties (other than Rizvi Traverse and Starboard Value) have been replaced with generic references. [9]#11Rizvi Offer Summary RIZVI OFFER IMPLIED VALUATION ($ in millions, except per share amounts) Offer Price Fully Diluted Shares Outstanding ¹ Implied Equity Value Plus: Debt (as of 11/02/15) Plus: Minority Interest (as of 09/30/15) Less: Cash (as of 11/02/15) Total Enterprise Value Per Share Price Premium (Unaffected) ² 1-Day Prior (10/01/14) 10-Day Prior VWAP 30-Day Prior VWAP Per Share Price Premium (Current) Current (11/04/15) 10-Day Prior VWAP 30-Day Prior VWAP Source Management, Company Information, Capital IQ 3. 4. Cakulated based on securities outstanding as of 10/28/15 Unaffected dates as of 11/01/14; date of Starboard offer $9.27 9.63 9.83 Price $11.00 Premium/ Price (Discount) $10.25 10.22 10.16 53.658 $590.2 $38.0 (0.5) (76.8) $551.0 18.66% 14.26% 11.93% Premium/ (Discount) 7.32% 7.63% 8.27% STRICTLY CONFIDENTIAL IMPLIED TRANSACTION MULTIPLES Consensus Estimates 4 MOELIS & COMPANY Management Estimates LTM 06/30/15A Adj. EBITDA CY15E Adj. EBITDA (Latest Forecast) CY16E Adj. EBITDA (Latest Forecast) 3 LTM 06/30/15A Adj. EBITDA CY15E Adj. EBITDA CY16E Adj. EBITDA TEV / Adj. Adj. EBITDA EBITDA $52.7 56.4 88.8 TEV / Adj. Adj. EBITDA EBITDA As directed by Rhombus management, nine months ending 12/31/16 estimated based on FY2017 projections and average quarterly FRIDA contributions over the past four years. Consensus estimates as of 11/04/15 10.5× 9.8x 6.2x $52.7 49.2 79.4 10.5x 11.2x 6.9x ▪ Although not a factor in the financial analysis, Moelis notes that the transaction premia on either an unaffected or current basis is generally below observed M&A market averages [10]#12Rizvi Offer Summary (cont'd) MERGER CONSIDERATION ¹ FINANCING EQUITY ROLLOVER VOTING AGREEMENT COMPANY TERMINATION FEE PURCHASER TERMINATION FEE EXPENSE REIMBURSEMENT REPRESENTATIONS AND WARRANTIES MOELIS & COMPANY ▪ Per Share Price (% Premium): $11.00 (18.66% premium to unaffected stock price on 10/01/14 and a 5.47% premium to stock price on 10/19/15) Implied Market Cap: $590 million Implied TEV: $551 million LTM 06/30/15 Adjusted EBITDA Multiple: 10.5x CY15 Adjusted EBITDA Multiple: 9.8x STRICTLY CONFIDENTIAL Funded Debt: $300 million PF Leverage: 5.2x LTM 06/30/15E PF Adj. Financeable EBITDA ($57.6 million) Preferred Equity: $140 million (provided by Fortress, with 10% paid-in-kind coupon) Concurrent with the execution of the merger agreement, Michael Lewis will enter into a rollover commitment letter with the purchaser (Michael Lewis currently owns 10.6% of fully diluted shares outstanding) Concurrent with the execution of the merger agreement, Michael Lewis agrees to vote their shares in favor of the transaction contemplated by the agreement $24 million paid by Company to the Purchaser within three business days of the termination Conditions for payment of termination fee: -If the Purchaser terminates because Board of Directors effects an Adverse Recommendation Change prior to the stockholders meeting or the Company has a material breach of the non-solicitation provision or covenant to call and hold a stockholders meeting -If the Company terminates because Board of Directors has received a superior proposal and failure to accept such proposal would be a breach of fiduciary duties to the stockholders of Rhombus - If either Purchaser or the Company terminates because stockholder approval is not given and the Board of Directors affects an Adverse Recommendation Change If Purchaser or the Company terminates because the End Date is reached or stockholder approval is not given, or Purchaser terminates because the Company breaches its reps, warranties or fails to perform its covenants, a person who has made or announced a takeover proposal and the Company enters into a definitive agreement or consummates such proposal within 12 months of the termination $29 million paid by Purchaser to the Company within three business days of the termination Conditions for payment of termination fee: -If the marketing period has ended and all other conditions to closing are met and Purchaser fails to close within 2 business days after the end of the marketing period If Purchaser breaches any of its reps & warrants or fails to perform its covenants Reasonable out-of-pocket fees and expenses, up to a cap, if agreement is terminated due to a failure to obtain stockholder approval No survival of reps and warranties Largely standard for public company transaction Source: Draft merger agreement dated 11/05/15 LTM Adjusted EBITDA (as of 6/30/15) and CY15 Adjusted EBITDA of $527 and $56.4 million (based on management estimates), respectively; adjusted for share-based compensation, impairment of assets and intangibles, as well as certain expenses related to the cost reduction plan and non recurring expenses [11]#13II. Historical Performance STRICTLY CONFIDENTIAL MOELIS & COMPANY#14Rhombus Stock Price Performance RHOMBUS TWO-YEAR STOCK PRICE PERFORMANCE Price per Share ($) $15.00 L 2 $12.00 $9.00 $6.00 $3.00 Source: Note: S-- 05/02/14 Starboard Files 13D Indicating 6.3% Stake Th Nov-13 Mar-14 10/01/14 Pre-Starboard Offer (59.27) Jul-14 02/09/15 Pre-Strategie Alternatives Announcement ($11.03) اله لیلا 06/11/15 Q4 FY2015 Earnings Announcement 2 Share Price Performance Close Price (11/04/15) 52 Week High (02/19/15) 52 Week Low (08/24/15) Historical Share Prices 10 Days 30 Days 6 Months 1 Year 18 Months 2 Years Nov-14 Mar-15 Low STRICTLY CONFIDENTIAL VWAP $9.94 $10.22 9.69 10.16 8.91 11.00 8.91 11.44 8.91 11.26 6.94 10.60 08/05/15 Q1 FY2016 Earnings Announcement" MOELIS & COMPANY Jul-15 $10.25 1342 8.91 High $10.49 10.54 13.04 13.42 13:42 13.42 3.500 Capital IQ Market data as of 11/04/15 Stake acquired April 22, 2014; Starboard subsequently filed Reported FY 2015 Q4 Adjusted EBITDA of $2. 4mm versus consensus estimates of $1.2mm and EPS of (50.36) versus consensus estimates of (50.34) and that Rhombus continues to review its strategic allematives Reported FY 2016QI Adjusted EBITDA of $24.6mm versus consensus estimates of $26.5mm and EPS of S0.14 versus consensus estimates of $0.16 and that Rhombus continues to review its strategic allematives 2.800 $11.00 $10.25 2.100 1.400 0.700 Nov-15 Rizvi Offer Current Price Trading Volume [13]#15Rhombus Box Office Over Time RHOMBUS BOX OFFICE PERFORMANCE OVER TIME (FY 2012-Q1 FY 2016) (5 in millions) Overall 3D Take Rates Europe Russia Latin America Australasia Domestic $724 Source: Rentrak Note: 69% 73% 50% 73% $1,174 NA Q1 12 Q2 12 Q312 Q412 Q113 Q2 13 Europe 61% $532 47% 62% NA $589 67% 76% 58% 59% 52% $933 68% 82% 55% 68% 66% $708 71% 79% 53% 60% 55% 74% 49% 59% $642 $614 53% 81% 52% 56% % of 3D Box Office for Rentrak reporting countries only, does not include China $838 Q313 Q413 Q114 Q214 Q314 Russia Latin America Australasia 59% 78% 56% 54% 52% $582 52% 72% 49% 40% $751 38% 69% 45% 31% 55% 82% 40% $496 Q414 $787 80% 48% 28% Domestic STRICTLY CONFIDENTIAL 47% 75% 47% MOELIS & COMPANY $617 Q115 Q215 Q315 Q415 46% $326 48% $278 44% 59% 40% 27% 39% 58% 40% 19% $841 Q1 16 64% 51% 38%#16Financial Performance Since IPO RHOMBUS REVENUE BY QUARTER SINCE IPO ($ in millions) FY11 Revenue: $246 $65 $65 FY11 Adj. EBITDA: 562 $11 $58 $59 $60 $17 FY12 Revenue: $247 $17 $18 $88 $26 $49 $50 FY12 Adj. EBITDA: $105 $44 Source: Company filings, Management estimates $16 FY13 Revenue: $216 $18 $68 $55 $23 $47 $45 FY13 Adj. EBITDA: $63 $14 $13 FY14 Revenue: $199 Q111 0211 0311 Q411 Q1 12 Q212 Q312 Q412 Q1 13 Q2 13 Q313 Q413 Q114 Q214 314 Q414 Q1 15 Q2 15 Q315 Q4 15 Q116 Q216E RHOMBUS ADJUSTED EBITDA BY QUARTER SINCE IPO (5 in millions) $14 $59 $44 $16 $55 FY14 Adj. EBITDA: $65 $14 $41 $21 $14 $55 STRICTLY CONFIDENTIAL FY15 Revenue: $163 $47 $23 MOELIS & COMPANY $33 $18 FY15 Adj. EBITDA: $52 $28 $8 $54 $38 $25 $9 Q111 0211 Q311 Q411 Q1 12 Q212 0312 Q412 Q1 13 Q2 13 Q313 Q413 Q114 Q214 Q3 14 Q414 Q115 Q2 15 0315 Q4 15 Q1 16 Q2 16E (15)#17Wall Street Commentary Barrington Research $15.00 10/08/15 Buy BRILEY 10/27/15 Buy STIFEL NICOLAUS 10/13/15 Hold PiperJaffray. 10/12/15 Buy DOUGHERTY & COMPANY 10/13/15 Buy TARGET PRICE MEAN MANAGEMENT $16.00 N/A $15.00 $14.00 $15.00 Source: Wall Street Research FY16E ADJ. EBITDA $67.2mm $69.4mm $68.3mm $67.6mm $76.6mm $70.0mm $73.1mm SELECT ANALYST COMMENTARY STRICTLY CONFIDENTIAL MOELIS & COMPANY "Fundamental improvement in profitability will result from the improved film slate over the next several quarters combined with cost cuts and somewhat better product gross margins" ■ "The strategic evaluation should provide an added support to the stock" . "We believe our preview this week is more timely given the increasing potential for positive actions around the strategic review between now and that earnings release date." ▪ "With almost 9 months since the Board began its strategic review process... we believe the pressure may be on for this process to come to a conclusion" "We continue to believe the risk/reward remains attractive at these levels given... the variety of potential outcomes to the process" "We view the continued strategic review as a negative at this stage, the realistic pool of bidders is relatively limited and will not include exhibitors or studios and as a result we are perplexed as to the duration the review has taken other than to think a sale is unlikely" "Investors have been frustrated with the slow strategic evaluation process which has resulted in numerous extensions to the bidding deadline" ■ "We think additional bidders and updated financials are the reason for the most recent delay" ■ "The delay is not a bad thing for...shareholders in our view, as it brings in fresh bidders, enables [Rhombus] to update financials (better film performance and better clarity on consumer initiatives), provides more time to resolve patent lawsuits, but also keeps Starboard Value at bay" "Filed an 8K declaring that the deadline for proxy submissions has been extended yet again to the period between October 15th and 30...we take the extension as a signal that the company's process is still ongoing" ▪ "Our belief is that management is using the extra time to finalize some sort of licensing agreement around its consumer technology" ■ "Baring that the strategic process concludes with the sale of the company, we anticipate management unveils some cost cuts, but we believe that it will take the influence of a major shareholder, like Starboard, to pressure the company to cut deep enough to maximize the opportunity" [16]#18III. Valuation Perspectives STRICTLY CONFIDENTIAL MOELIS & COMPANY#19Rhombus Management Financial Projections ($ in millions) Revenues License Product & Other Total Revenues % Growth Total COGS Gross Profit Gross Margin Operating Expenses Sales & Marketing Research & Development General & Administrative Total Operating Expenses Operating Income Adjusted EBITDA EBITDA Margin 2013A $125,4 $90.2 $137.8 $109.3 $122.8 $130.7 77.8 54.1 70.2 $215.6 $163.5 69.1 $192.0 17.4% $200.8 (12.6%) (7.6%) (18.0%) 41.8% $19.5 25.3 47.8 $92.6 ($2.4) $57.9 Fiscal Year Ended March 31, 2015A 2016E 26.9% 2014A $132.5 66.7 $199.2 $104.0 $95.3 47.8% $19.7 27.1 50,6 $97.4 ($2.2) $65.1 32.7% $82.7 $80.8 $19.5 21.7 49.4 $90.6 ($9.8) $52.0 31.8% $88.3 $103.7 54.0% $20.0 52.2 $86.6 $17.1 2017E $73.1 38.1% $78.8 $122.1 60.8% $20.8 21.6 45.6 $88.0 $34.0 583.3 41.5% 2018E $138.9 70.4 $209.3 $77.0 $132.3 63.2% $21.1 22.1 46.0 $89.2 $43.1 $90.9 43.4% STRICTLY CONFIDENTIAL MOELIS & COMPANY OVERVIEW The Company has provided periodic updates to projected FY16 to potential buyers throughout the process • The current projections were provided to buyers at the end of September 2015 . In addition to the updated FY16 financials, the Company provided revised estimates for FY17 and FY18 Revenue model was updated and based on projected film slate for all years of the projection period (previously FY17 and FY18 were projected using growth rates) -- Film slate includes unidentified titles (three in 2017 and four in 2018) Assumes Company would remain in Boulder and Beverly Hills facilities Forecast includes minimum projected InteliLight revenues from contract with leading computer technology company and associated expenses required to support the business; does not include growth case projections for the Intelilight business • Growth case not included because InteliLight upside is highly speculative given Intelil.ight is in development and business model remains unproven • Certain expenses during projection period may facilitate growth in future years Includes revenues from indigenous content for China * Does not include forecasted investment case for LUXE, Rhombus' PLF venture ▪ Assumes 15% discount on exhibitor renewals No CapEx investment to support exhibitor renewals • For the purposes of analyzing calendar year results, as directed by Rhombus Management, quarterly FY2017 and FY2018 projections were estimated by applying average quarterly EBITDA contributions over the past four years to full year FY2017 and FY2018 estimates Source: Company Management estimates Calculated as operating income plus depreciation & amortization, stock based compensation, restructuring & impairment and in FY13A-FY15A only, gains/losses on foreign exchange [18]#20EBITDA MARGIN Fiscal Year 2016 EBITDA Bridge The initial budget shared with buyers contemplated $86.6 million of FY16 Adjusted EBITDA; latest forecast shared with buyers projects $73.1 million of FY16 Adjusted EBITDA ¹ FY16 EBITDA FORECAST ($ in millions) Projections provided in Overview Presentation for buyers (as of Mar-15) $86.6 Budgeted Adj. EBITDA 1. 2 45% $6.8 Source: Company Management estimates $1.2 $1.8 $8.5 STRICTLY CONFIDENTIAL $1.1 MOELIS & COMPANY Latest forecast shared with buyers (as of Sep-15) Reduction in License Increase in Glass Gross Increase in Consumer Increase in Operating Reduction in EBITDA Latest Estimate Adj. Gross Profit / Other Gross Profit Profit Expenses? Adjustments ³ EBITDA Adjusted EBITDA projections before public company cost savings Increase in operating expemes comprised of increase of S&M and G&A expense of $4.4 and $4.3 million, respectively, and a reduction of R&D expense of $0.2 million Reduction in EBITDA adjustments comprised of increase in D& A expense of $0.9 million and reduction in restructuring and impaiment expenses of $2.0 million $73.1 38% [19]#21Valuation Summary (S in millions, except per share figures) Per Share Price Premiums (Unaffected) ¹ 1-Day Prior to Starboard offer (10/01/14) 10-Day VWAP Prior to Starboard offer 30-Day VWAP Prior to Starboard offer Per Share Price Premiums (Current) Current (11/04/15) 10-Day Prior VWAP 30-Day Prior VWAP FD Shares Outstanding Market Capitalization Plus: Net Debt 2 Implied Enterprise Value Valuation Multiples (Management) TEV/LTM (6/30/15) EBITDA TEV/CY2015E EBITDA TEV/CY2016E EBITDA 3 Valuation Multiples (Consensus) TEV/LTM (6/30/15) EBITDA TEV/CY2015E EBITDA TEV/CY2016E EBITDA Statistic $9.27 9.63 9.83 1. 2. 3. 4. Statistic $10.25 10.22 10.16 Statistic $52.7 56.4 88.8 Current 11/04/15 $10.25 10.6% 6.5% 4.3% 0.3% 0.9% 53.579 $549.2 ($39.2) $509.9 9.7x 9.0x 5.7x Rizvi Offer $11.00 9.7x 10.4x 6.4x 18.7% 14.3% 11.9% 7.3% 7.6% 8.3% 53.658 $590.2 ($39.2) $551.0 1051 9.8x 6.2x Statistic $52.7 49.2 79.4 Source: Company Management estimates, Capital IQ, Wall Street Research, Company Filings Unaffected dates based from 10/01/14, date of Starboard offer Includes debt and cash balances as of 11/0215 and minority interest as of 09/30/15 As directed by Rhombus management, nine months ending 12/31/16 estimated based on FY2017 projections and average quarterly FRIIDA contributions over the past four years Consensus estimates as of 11/04/15 STRICTLY CONFIDENTIAL 105. 11.2x 6.9x MOELIS & COMPANY [20]#22Valuation Overview (5 in millions, except per share figures) METHODOLOGY SELECTED PUBLICLY TRADED COMPANIES SELECTED PRECEDENT TRANSACTIONS DISCOUNTED CASH FLOW Price per Share Implied TEV Source: Notes: 1. Rhombus Current Price: $10.25 $8.60 $8.00 $388 $9.68 $9.25 $10.00 $496 VALUATION RANGES $12.31 $12.00 $606 $13.16 $12.04 Rizvi Offer: $11.00 $14.00 $718 $14.79 $16.00 $831 STRICTLY CONFIDENTIAL MOELIS & COMPANY COMMENTARY 8.5x-11.0x CY2015E Adj, EBITDA ($56.4) 7.5% -10,0x $17.31 CY2016E Adj. EBITDA* ($88.8) $18.00 $947 8.0x11.5x LTM 06/30/15A Adj. EBITDA ($52.7) 10.8% 13.8% Discount Rate. 2.0% 4.0% Perpetuity Growth Rate Includes $0.35-$0.44 per share value attributable to Company tax attributes (Implied Terminal EBITDA Multiple of 4.8x-8.5x) Company Management, Capital 10 Current price as of 11/04/15 As directed by Rhombus management, nine months ending 12/31/16 estimated based on FY2017 projections and average quarterly ERITDA contributions over the past four years (21)#23Selected Publicly Traded Companies Analysis Overview Vast majority of revenues derived from technology licensing Exposure to the cyclicality of the film slate STRICTLY CONFIDENTIAL Although none of the selected companies are directly comparable to Rhombus given the unique nature of Rhombus' business, Moelis focused on selected companies operating in the following categories: - Media / Technology Licensing Theater Exhibitors Other IP Licensing ▪ Moelis believes EBITDA multiples are more relevant than sales multiples in this case Accounting for the margin profile of Rhombus' business Area of focus for research analysts in valuing the comparable businesses ▪ Because of the inherent differences amongst the businesses, operations and prospects of Rhombus and those of the selected publicly- traded companies, Moelis made judgments to select appropriate reference ranges shown on page 21 for the selected companies trading analysis ▪ Relevant Rhombus attributes include: COGS comprised of cinema system depreciation and glasses; operating expenses largely scalable ▪ As a result, Moelis deemed media and licensing businesses as most relevant, given industry dynamics Theater businesses require higher capital expenditures and have a different cost structure MOELIS & COMPANY IP licensing businesses lack exposure to film slate and also have a different cost structure ▪ For the purposes of analyzing calendar year results, as directed by Rhombus Management, quarterly FY2017 and FY2018 projections were estimated by applying average quarterly EBITDA contributions over the past four years to full year FY2017 and FY2018 estimates ▪ While IMAX may operate in the same industry as Rhombus, there are a number of differences between the business models of the two companies: IMAX provides an end-to-end cinematic solution combining proprietary software, theater architecture and equipment, resulting in high customer switching costs IMAX typically receives a larger percentage of the exhibitor's box-office receipts than Rhombus IMAX in some cases receives concession revenues IMAX is more diversified, generating revenues from both 2D and 3D films [22]#24Selected Publicly Traded Companies VALUATION BENCHMARKING As of 11/04/15 ($ in millions, except per share amounts) Media/Technology Licensing Dolby Laboratories 1 IMAX TiVo Rovi DTS 2 Media/Technology Licensing Average Media/Technology Licensing Median Theater Exhibitors Cinemark Regal Entertainment AMC Entertainment ³ Theater Exhibitors Average Theater Exhibitors Median Other IP Licensing Iconix Brand Group Sequential Brands Group* Other IP Licensing Average Other IP Licensing Median Rhombus at Offer - Consensus ¹ Rhombus at Offer - Mgmt Projections 15 Share Price 3. 4. $35.27 38.71 9.26 9.74 30.88 $35.56 19.45 25.84 $16.22 12.90 $11.00 $11.00 % of 52 Week High 76% 88% 70% 37% 81% 70% 76% 78% 79% 72% 76% 78% 40% 69% 54% 54% 81% 81% Market Value $3,729 2,774 964 809 554 $4,143 3,059 2,601 $783 537 $590 590 Enterprise Value $3,108 2,767 653 1,697 627 $5,617 5,309 4,285 $2,304 941 $551 551 CY 15E 3.2x 7.5x 1.7x 3.3x 3.5x 3.8x 3.3x 20x 1.7x 1.4x 1.7x 1.7x 5.5x 9,8x 7.6x 7.6x 3.3x 3.2x EV/Revenue CY 16E 3.0x 7.2x 1.5x 3,0x 3.1x 3.6x 3.0x 1.9x 1.7x 1.4x 1.7x 1.7x 5.3x 8.8x 7.1x 7.1x 3.0x 2.7x CY'17E 2,9x 6.5x 1.3x 2.6x 2.8x 3.2x 2.8x 1.8x 1.6x 1.3x 1.6x 1.6x 5.3x 8.1x 6.7x 6.7x 2.9x 2.7x STRICTLY CONFIDENTIAL MOELIS & COMPANY CY' 15E 11.0x 19.1x 5.4x 9.0x 11.0x 11.1x 11.0x 8.4x 8.7x 7.9x 8.3x 8.4x 10.6x 15.4x 13.0x 13.0x 11.2x 9.8x EV/EBITDA CY'16E 10.0x 16,9x 4.5x 7.9% 9.2x 9.7x 9.2x 8,1x 8.4x 7.7x 8.1x 8.1x 10.4x 14,2x 12.3x 12.3x 6.9x 6,2x 1 Source: Company Management estimates, Capital IQ, Wall Street Research, Company Filings Financials calendarized for year end 12/31 2015E revenue and EBITDA pro forma for an estimated 534mm and Simm in revenue and EBITDA, respectively, assuming the iBiquity acquisition closed at the beginning of the year; total debt and cash pro forma for $135mm of additional debt and $37mm use of cash to fund the acquisition 2015E EBITDA pro forma for an estimated $8.5mm in EBITDA assuming the Starplex acquisition closed at the beginning of the year 2015E revenue pro forma for an estimated 56mm and 57mm and of incremental revenue assuming the Jessica Simpson Collection (estimated assuming EBITDA margins equal to existing SBQG business) and Joes Jeans acquisitions, respectively closed at the beginning of the year 2015E EBITDA pro forma for an estimated $4mm and 55mm of incremental EBITDA assuming the Jessica Simpson Collection and Joes Jeans acquisitions, respectively, closed at the beginning of the year, total debt pro forma for 560mm of additional debt to fund the Joes Jeans acquisition As directed by Rhombus management, quarterly FY2017 and FY2018 projections estimated using average quarterly EBITDA contributions over the past four years CY'17E 9,5x 14.6x 3.7x 6.1x 7.9x 8.4x 7.9x 7.5x 8.0x 7.3x 7.6x 7.5x 9.9x 12.3x 11.1x 11.1x 6.1x [23]#25Selected Publicly Traded Companies (cont'd) OPERATING METRICS BENCHMARKING As of 11/04/15 ($ in millions, except per share amounts) Media/Technology Licensing Dolby Laboratories 1 IMAX TiVo Rovi DTS 2 Media/Technology Licensing Average Media/Technology Licensing Median Theater Exhibitors Cinemark Regal Entertainment AMC Entertainment ³ Theater Exhibitors Average Theater Exhibitors Median Other IP Licensing Iconix Brand Group Sequential Brands Group Other IP Licensing Average Other IP Licensing Median Rhombus at Offer - Consensus Rhombus at Offer - Mgmt Projections 15 L 2 3. 4. CY' 15E 5. $973 369 395 510 177 $422 97 $168 174 Revenue CY'16E CY'17E 15E-16E 16E-17E CY 15E $1,029 385 428 567 203 $2,854 $2,957 $3,120 3,136 2,963 3,191 3,286 3,083 3,217 $431 111 $1,088 425 5.8% 5.7% 4.3% 10.4% 8.3% 14.6% 491 651 11.2% 14.8% 8.7% 221 14.9% $183 207 Growth $431 134 $191 208 8.9% 8.3% 3.6% 1.8% 4.0% 3.1% 3.6% 2.3% 14.6% 8.5% 8.5% 9.1% 19.2% 10.8% 10.4% 5.5% 3.0% 4.3% 4.4% 10.6% 10.6% $284 145 122 189 54 (0.1%) $218 21.3% 62 4.3% 0.2% $666 611 537 $49 56 EBITDA CY'16E $311 164 146 216 68 $695 628 555 $222 73 $79 89 STRICTLY CONFIDENTIAL MOELIS & COMPANY CY'17E CY'15E $232 90 $326 29.2% 189 39.3% 178 30.8% 279 37,0% 38.1% 80 30.7% 33.4% 30.8% $747 23.3% 664 584 20.3% 19.5% EBITDA Margin CY'16E CY'17E '15-'17 A 51.6% 30.2% 42.6% 34.1% 36.3% 43.0% 33.5% 36.0% 58.0% 58.0% 19,5% 19.7% 18.1% 18.0% 35.7% 34.1% 30.0% 23.5% 24.0% 20.2% 18.2% 20.4% 19.7% 37.9% 36.3% 20.8% 20.2% 51.4% 53.8% 65.7% 66.9% Source: Company Management estimates, Capital 1Q, Wall Street Research, Company Filings Financials calendarized for year end 12/31 2015E revenue and EBITDA pro forma for an estimated 534mm and 54mm in revenue and EBITDA, respectively, assuming the iBiquity acquisition closed at the beginning of the year; total debt and cash pro forma for $135mm of additional debt and $37mm use of cash to fund the acquisition 2015E EBITDA pro forma for an estimated 58.5mm in EBITDA assuming the Starplex acquisition closed at the beginning of the year 2015E revenue pro forma for an estimated 56mm and 57mm and of incremental revenue assuming the Jessica Simpson Collection (estimated assuming EBITDA margins equal to existing SBQG business) and Joes Jeans acquisitions, respectively closed at the beginning of the year 2015E EBITDA pro fomma for an estimated $4mm and $5mm of incremental EBITDA assuming the Jessica Simpson Collection and Joes Jeans acquisitions, respectively, closed at the beginning of the year, total debt pro forma for $60mm of additional debt to fund the Joes Jeans acquisition As directed by Rhombus management, quarterly FY2017 and FY2018 projections estimated using average quarterly EBITDA contributions over the past four years 58.5% 60.3% 58.5% 60.3% $86 29.3% 43.4% 45.2% 91 32.4% 42.8% 43.8% 0.8% 5.3% 5,4% 5.9% 5.3% 4.5% 5.3% 0.6% 0.7% 0.0% 0.5% 0.6% 2.2% 24% 2.3% 2.3% 15.9% 11.3% [24]#26Selected Precedent Transactions Analysis Overview • Moelis evaluated precedent transactions in selected relevant segments Media / Technology Licensing Theater Exhibitors STRICTLY CONFIDENTIAL MOELIS & COMPANY Other IP Licensing • The number of truly comparable transactions is very limited; and because of the inherent differences amongst the transactions, operations and prospects of Rhombus and those of the selected target companies, Moelis made judgments to select appropriate reference ranges shown on page 21 for the selected precedent transactions analysis ▪ This analysis includes transactions dating back to 2010 • Selected precedent transactions were analyzed on LTM EBITDA multiples ▪ Moelis analyzed the selected precedent transactions, taking into consideration market conditions at the time the transaction was announced ▪ Moelis deemed transactions involving media and licensing businesses as most relevant, given industry dynamics Theater businesses require higher capital expenditures and have a different cost structure - IP licensing businesses lack exposure to film slate and also have a different cost structure [25]#27Selected Precedent Transactions Analysis Date Announced Target ($ in millions) Media/Technology Licensing Sep-15 Nov-14 Feb-14 Jun-12 May-12 Apr-12 Dec-10 Jun-10 Jul-15 Jun-13 Feb-13 Media/Technology Licensing Average Media/Technology Licensing Median Theater Exhibitors Nov-12 Jul-12 May-12 Nov-10 1. 2. iBiquity Digital ChyronHego Corporation Grass Valley USA Miranda Technologies Bona Film 2. SRS Labs Sonic Solutions DivX Jul-12 Oct-11 Mar-11 Jul-10 Apr-10 Theater Exhibitors Average Theater Exhibitors Median Starplex Vue Entertainment Hollywood Theaters > Rave Cinemas CinemaxX AMC Entertainment Vue Entertainment Other IP Licensing Jun-15 Mar-13 Martha Stewart Brand Matter Classic Media HIT Entertainment RC2 Corporation Playboy Peanuts Worldwide Other IP Licensing Average Other IP Licensing Median Oct-15 Rhombus Acquiror DTS Vector Capital Belden Belden Twenty-First Century Fox DTS Rovi Corporation Sonic Solutions AMC Entertainment AIMCO; OMERS Regal Entertainment Cinemark Vue Beteiligungs Dalian Wanda Doughty Hanson & Co. Sequential Brands Sequential Brands DreamWorks Animation Mattel Tomy Corporation Rizvi Traverse: Hugh Hefner Iconix Rizvi Traverse Source: Company Management estimates, Capital IQ, Wall Street Research, Company Filings, Press Releases Note: Excludes transactions less than $100 million Implied TEV EBITDA not disclosed; EBIT used as proxy (midpoint of range given for 2015 operating income) 19.9% investment from Twenty-First Century Fox Based on research estimates $172 115 220 332 351 110 669 198 $271 209 $172 1,455 238 240 259 2,631 730 $818 259 $316 108 155 680 627 297 175 $337 297 S551 Revenue $45 58 290 177 151 34 106 75 $117 90 $90 915 ΝΑ 229 243 2,600 ΝΑ $815 243 $126 11 82 180 448 225 76 LTM $164 126 $161 EBITDA $151 5 27 37 ΝΑ 3 7 (0) $13 7 $16 172 ΝΑ 42 41 332 84 $114 63 $9 6 ΝΑ 72 63 20 17 $31 19 $53 STRICTLY CONFIDENTIAL MOELIS & COMPANY EBITDA Margin 33% 8% 9% 21% NA 7% NM 14.3% 8.9% 18% 19% NA 18% 17% 13% ΝΑ 16.9% 17.8% 7% 58% ΝΑ 40% 14% 22% 25.0% 18.1% 32.6% TEV/LTM Revenue 3.8x 2.0x 0.8x 1.9x 2.3x 3.3x NM 2.6x 2.4x 2.3x 1.9x 1.6x ΝΑ 1.0x 1.1x 1.0x NA 1.3x 1.1x 2.5x 9.8x 1.9x 3.8x 1.4x 1.3x 2.3x 3.3x 2.3x EBITDA 11.5x1 NM &1x 9.0x ΝΑ NM NM NM 9.5x 9.0x 10.8x 8.5x NA 5.8x 6.3x 7.9x 8.7x 8.0x 8.2x NM 16.9x NA 9.5x 10.0x 147x 10,4x 12.3x 10.4x 105× [26]#28STRICTLY CONFIDENTIAL Discounted Cash Flow Analysis Overview ▪ Moelis relied on projected FY2016, FY2017 and FY2018 financials provided by Rhombus Management in September 2015 Management's forecast reflects its perspective regarding the future prospects of the Company on a standalone basis as a public company Forecast includes projected InteliLight revenues from contract with leading computer technology company and associated expenses required to support the business; does not include growth case projections for the InteliLight business (from May 2015) MOELIS & COMPANY • Growth case not included because InteliLight upside is highly speculative given InteliLight is in development and business model remains unproven ■ Utilizing Rhombus Management's projections, Moelis performed a 2.25 year discount cashed flow analysis Terminal value represents approximately 80% of the total enterprise value at mid-point of valuation range • Projected financials discounted to December 31, 2015 at Rhombus' weighted average cost of capital ("WACC") Discount rate reference range of 10.8% -13.8% Beta reference range of 1.0 to 1.4 • Rhombus 2-year and 5-year asset beta of 0.780 and 1.594, respectively • Moelis derived its reference range based on a narrowed beta range for Rhombus • Moelis also observed the 2- and 5-year asset beta of its comparable companies • Moelis observed that although IMAX's relevance to the selected publicly traded companies analysis is limited (see page 22), IMAX is relevant to the discounted cash flow analysis because IMAX's market exposure is similar to Rhombus' and is consistent with Rhombus' 2- and 5-year asset beta levels Moelis utilized projected balance sheet information provided by management for quarter ending 12/31/15 • Moelis utilized the perpetuity growth method to calculate the terminal value - Based on the topline trend in the business during recent historical periods through the end of the projected period, which shows a slow down in topline growth, Moelis used a perpetuity growth rate range of 2.0% to 4.0% to calculate terminal value, which begins at domestic GDP growth and goes higher due to the Company's exposure to higher growth markets and potential upside from the Company's growth initiatives including InteliLight and PLF . As part of the analysis, Moelis has taken into account Rhombus' NOLS Gross federal NOL balance of $133.7 million per Rhombus FY 2015 10-K filing - Following discussions with management, analysis assumes first year of NOL utilization is FY2020; NOLs assumed to be subsequently used evenly over the next ten years Assumes additional $8.5 million of NOLS generated per year in FY2016 - FY2019 The NOL valuation contemplates a standalone valuation (i.e., not assuming a change of control and potential implications of a Section 382 Limitation) - Applied against Company's marginal tax rate of 40% (27)#29Discounted Cash Flow Analysis UNLEVERED FREE CASH FLOWS ($ in millions) EBITDA Less: Depreciation & Amortization Less: Share-Based Compensation Less: Impairment EBIT Less: Taxes at 40.0% Plus: Depreciation & Amortization Plus: Share-Based Compensation Plus: Impairment Less: Increases in Working Capital Less: Capital Expenditures Unlevered Free Cash Flow PRICE PER SHARE 2 Discount Rate 10.8% 11.8% 12.8% 13.8% 1. 2. 2.0% $12.01 10.90 10.00 9.25 Source: Company Management Perpetuity Growth Rate 2.5% $12.58 11.36 10.37 9.55 3.0% $13.22 11.86 10.77 9.88 3.5% $13.95 12.42 11.22 10.24 Assumes terminal year D&A equal to terminal year capital expenditures 3 Mo Ending 03/31/16E $19.2 (9.7) (2.9) (0.7) $5.8 4.0% $14.79 13.06 11.72 10.64 ($2.3) 9.7 29 0.7 (2.4) (3.5) $10.9 Fiscal Year Ending March 31, 2017E 2018E 583.3 (33.4) (134) (2.4) $34.0 ($13.6) 33.4 13.4 2.4 (0.2) (15.0) $54.4 Discount Rate 10.8% 11.8% 12.8% 13.8% 2.0% $90.9 (32.0) (134) (24) IMPLIED EXIT MULTIPLE 6.5x 5.8x 5.3x 4.8x $43.1 ($17.2) 320 13.4 2.4 (0.2) (15.0) $58,5 2.5% STRICTLY CONFIDENTIAL 6.9x 6.1x 5.5x 5.1x MOELIS & COMPANY Terminal FCF¹ $90.9 (15.0) (13.4) $62.5 ($25.0) 15.0 13.4 Perpetuity Growth Rate 3.0% (0.2) (15.0) $50.7 7.4x 6.5x 5.9x 5.3x 3.5% 7.9x 7.0x 6.2x 5.6x Includes present value of expected future tax savings from the $133.7mm federal net operating loss carryforward balance as of 03/31/15, assuming an additional 58.5mm of annual NOIS generated from FY2016-FY2019; represents 50.35 to 50.44 per share (for discount rates of 10.8%-13.8%, respectively) 4.0% 8.5x 6.6x 5.9x (28)#30Changes and Modifications Since October 2014 STRICTLY CONFIDENTIAL MOELIS & COMPANY Selected Publicly Traded Companies Analysis • Presentations prior to today utilized market databases to calculate market values and enterprise values; market values and enterprise values contained herein are sourced from publicly available company filings • In the October 2014 presentation, DTS and Dolby Laboratories were misclassified in the IP Licensing segment and were reclassified into the Media/Technology Licensing segment in the October 2015 presentation Included CY 2017 Revenue, EBITDA and corresponding valuation multiples in the materials herein Selected Precedent Transaction Analysis • Presentations prior to today utilized market and news databases to calculate implied TEV to LTM revenue and EBITDA multiples; implied TEV to LTM revenue and EBITDA multiples contained herein sourced from publicly available company filings, Wall Street Research and publicly available market and news databases ▪ Additions, Removals and Reclassifications Removed LiveTV/ Thales Avionics transaction given lack of comparable business characteristics of LiveTV to Rhombus Added iBiquity Digital/DTS, ChyronHego/Vector Capital, Starplex/ AMC and Martha Stewart/Sequential Brands given their announcement subsequent to the initial October 2014 presentation Reclassified Bona Film/Twenty-First Century Fox from Theater Exhibitors segment to Media/Technology Licensing segment to better reflect underlying business characteristics • TEV/LTM EBITDA Multiples Reclassified as Not Available ("NA") or Not Meaningful ("NM") Reclassified Bona Film/Twenty-First Century Fox transaction to NA due to inability to verify market and news database financial results Transaction comparability is limited given minority investment and limited licensing revenue exposure Reclassified DivX/Sonic Solutions transaction to NM; initial analysis utilized market and news database derived multiple; current presentation utilizes publicly available company filings, which yields a negative EBITDA rendering the multiple NM Reclassified Hollywood Theatres/Regal Entertainment transaction to NA; initial analysis utilized market and news database derived multiple; current presentation utilizes publicly available company filings, which do not disclose target financials, rendering the multiple NA Reclassified Classic Media/DreamWorks Animation transaction to NM due to inability to verify market and news database financial results Financial . CY 2016 Management Adj. EBITDA estimates have increased from $80.3mm (per October 2015 materials) to $88.8mm in current materials due to calendarization calculation error [29]#31Appendix STRICTLY CONFIDENTIAL MOELIS & COMPANY#32A. Additional Valuation Detail STRICTLY CONFIDENTIAL MOELIS & COMPANY#33Weighted Average Cost of Capital Analysis PEER GROUP BETA ANALYSIS As of 11/04/15 (S in millions) Media/Technology Licensing Dolby Laboratories IMAX TiVo Rovi DTS³ Media/Tech. Licensing Average Media/Tech. Licensing Median Theater Exhibitors Cinemark Regal Entertainment AMC Entertainment ³ Theater Exhibitors Average Theater Exhibitors Median Other IP Licensing Iconix Brand Group Sequential Brands Group Other IP Licensing Average Other IP Licensing Median Rhombus Levered Beta¹ 1. 2 3. 4. 2-Year 0.938 0.984 0.954 1.533 1.044 1.091 0.984 0.811 0.786 0.953 0.850 0.811 0.996 1.074 1.035 1.035 0.819 5-Year 0.972 1.425 1.243 1.192 1.345 1.235 1.243 0.894 1.011 1.261 1.055 1.011 1.556 2.924 2.240 2.240 1.674 Total Debt Source: Bloomberg, Company filings, US Department of the Treasury, 2015 Duff & Phelps Notes: Market data as of 11/04/15 22 403 1,036 160 $2,039 2,349 1,864 $1,543 355 $38 MV Equity $3,729 2,774 964 809 554 $4,143 3,059 2,601 $783 537 $550 Debt/ Total Cap 0.8% 29.5% 56.2% 22.4% 21.8% 22.4% 33.0% 43,4% 41.8% 39.4% 41.8% 66.3% 39.8% 53.1% 53.1% 6,5% Effective Tax Rate 2 23.4% 26.0% 37.2% 55.2% 27.9% 33.9% 27.9% 40.4% 39.7% 31.5% 37.2% 39.7% 28.1% 48.8% 38.4% 38.4% 27.8% STRICTLY CONFIDENTIAL Asset Beta 2-Year MOELIS & COMPANY 0.938 0,978 0.756 0.974 0.864 0.902 0.938 0.627 0.537 0.639 0.601 0.627 0.412 0.802 0.607 0.607 0.780 2-year weekly and 5-year monthly adjusted beta per Bloomberg Average of the past 8 quarters per Capital Q Pro forma for iBiquity acquisition; reflects $135mm of additional debt and $37mm use of cash to fund the acquisition; debt/total cap prior to acquisition was 4.5% Pro forma for Joes Jeans acquisition; reflects 560mm of additional debt used to fund the acquisition per company press release 5-Year 0.972 1.417 0.985 0.757 1.113 1.049 0.985 0.691 0.691 0.846 0.743 0.691 0.644 2.185 1.414 1.414 1.594 Int. Expense/ Total Debt ΝΑ 5.8% 4.4% 7.4% 3.8% 5.4% 5.1% 5.6% 5.5% 5.9% 5.6% 5.6% 5.5% 5.8% 5.6% 5.6% 4.0% [32]#34Weighted Average Cost of Capital Analysis (cont'd) ILLUSTRATIVE COST OF CAPITAL CALCULATION Long-Term Risk Free Rate ¹ Market Risk Premium 2 Size Premium ³ Tax Rate Cost of Debt 2.66% 6.21% 1. 2 2.42% 3. 4. 5. 36.7% 51% WACC SENSITIVITY Debt/ Total Cap Source: Bloomberg, Company filings, US Department of the Treasury, 2015 Duff & Phelps Valuation Handbook Notes: Market data as of 11/04/15 5.0% 10.0% US. Department of the Treasury, 20-Year Treasury Supply-side long horizon expected equity risk premium per 2015 Duff & Phelps Valuation Handbook Average of CRSP deciles 8 and 9 per 2015 Duff & Phelps Valuation Handbook Rhombus federal statutory rate plus state tax rate, net of federal benefits per latest 10-K Median of Media / Technology Licensing peer group 1.000 11.3% 11.1% 10.9% 1.100 STRICTLY CONFIDENTIAL Unlevered Beta 11.9% 11.7% 11.5% MOELIS & COMPANY ▪ Beta reference range of 1.0 to 1.4 Rhombus 2-year and 5-year asset beta of 0.780 and 1.594, respectively Moelis derived its reference range based on a narrowed beta range for Rhombus Moelis also observed the 2- and 5-year asset beta of its comparable companies Moelis observed that although IMAX's relevance to the selected publicly traded companies analysis is limited (see page 22), IMAX is relevant to the discounted cash flow analysis because IMAX's market exposure is similar to Rhombus' and is consistent with Rhombus' 2- and 5-year asset beta levels ▪ 5-year beta more relevant data set for following reasons: Rhombus contract renewal cycle takes place over five-plus year time period Premium priced film tickets are highly sensitive to broader economic cycles, therefore it is useful to incorporate longer time periods 1.200 12.5% 12.3% 12.1% 1.300 13.2% 12.9% 127% - Rhombus' exposure to film slate makes the Company highly dependent on intermittent films that perform exceptionally well in 3D (e.g., Avatar and Gravity), therefore it is useful to incorporate longer time periods 1.400 13,8% 13,5% 13.3% [33]#35(5 in millions, except per share values) 03/31/15A 2020E NOL Analysis The following analysis assumes additional $8.5 million of NOLs generated per year in FY2016- FY2019 Beginning Balance NOL Usage Ending Balance Tax Savings $133.7 Source Management, public filings $167.7 (134) $154.3 $5.3 2021E Discount Rate 10.80% 11.80% 12.80% 13.80% $154.3 (134) $141.0 $5.3 2022E PV OF NOL TAX SAVINGS $23,4 21.7 20.1 18.7 $141.0 (13.4) $127.6 $5.3 2023E $127.6 (134) $114.2 $5.3 Fiscal Year Ending March 31, 2024E 2025E 2026E $114.2 (13.4) $100.9 $5.3 $100,9 (13.4) Discount Rate 10.80% 11.80% 12.80% 13.80% $87.5 $5.3 VALUE PER SHARE $87.5 (13.4) $74.1 $5.3 $0.44 0.40 0.38 0.35 20271 $74.1 (13.4) $60.7 STRICTLY CONFIDENTIAL $5.3 MOELIS & COMPANY 20281 $60.7 (134) $47.4 $5.3 2029E $47.4 (13.4) $34.0 $5.3 2030E $34.0 (134) $20.6 $5.3 [34]#36B. Rhombus Overview STRICTLY CONFIDENTIAL MOELIS & COMPANY#37Overview of Rhombus Rhombus is a licensor of 3D and other visual technologies worldwide BUSINESS OVERVIEW Formed in 2003, Rhombus licenses 3D projection technology to exhibitors worldwide under long-term exclusive agreements ▪ Market leader with a network including more than 26,500 screens in 72 countries with 1,200 exhibitors ☐ 18 of the world's top 25 exhibitors use Rhombus 3D ▪ For FYE 03/31/15, Rhombus had total revenues of $163.5 million and EBITDA of $52.0 million ▪ Headquartered in Beverly Hills, California TOP EXHIBITORS ($ in millions) 1. 2. Exhibitor Wanda Cinemark USA Cinemark Int'l Cinepolis AMC Cineplex Regal Europalaces Odeon/UCI Cineworld Source Management Notes: Region China Domestic LatAm LatAm Domestic Domestic Domestic EMEA EMEA EMEA TIM Rev. ¹ Renewal Date 2 $12.1 11/15/17 7.9 12/31/18 7.6 12/31/18 7.6 12/31/19 7.6 12/31/18 7.2 12/31/15 7.0 12/31/18 6.3 06/30/16 4.8 01/31/17 3.5 12/31/18 RHOMBUS FY15A GLOBAL BOX OFFICE (S in millions) $284 TTM as of 09/30/15 Represents earliest contract expiration date (exhibitors subject to a number of contract expiration dates) Includes theater revenues and consumer product revenue $622 $125 $38 $64.0 STRICTLY CONFIDENTIAL MOELIS & COMPANY RHOMBUS FY16E REVENUE BY PRODUCT ($ in millions) $3.8 $939 $124.2 Domestic Europe Latin America Australia / Asia Russia License Revenue Glasses Revenue Other Revenue 3 [36]#38Overview of Rhombus (cont'd) GROWTH INITIATIVES Premium Large Format (PLF) ▪ A PLF theater is a premier theater-going experience with defined standards and technologically superior equipment ▪ +1,500 existing PLF screens globally ▪ LUXE PLF brand is an opportunity for Rhombus to offer a holistic PLF brand to exhibitors amongst fragmented PLF landscape ☐ 10 LUXE installations in Russia, with an additional 22 new auditoriums under contract in Russia, China and Eastern Europe Generates revenue on 2D and 3D tickets sold InteliLight ▪ Intelligent backlight technology for LCD displays ▪ Uses technology to control a given display's light fields ▪ The technology enables a number of device display modes: sunlight, wide angle, privacy, (glasses free) 3D and power savings ▪ Addressable display market of over 2.4 billion units ▪ Over 25 active patent families ▪ Rhombus signed exclusive contract with a leading computer technology company - Exclusivity for notebook devices with permanently attached keyboards, or sold with a detachable keyboard as an integral part of the product, with an LCD panel size 10' or above Source Management MANAGEMENT & BOARD Management Michael Lewis Drew Skarupa Leo Bannon Vivian Yang Anthony Marcoly Board of Directors Michael Lewis Frank Biondi Richard Grand-Jean P. Gordon Hodge David Habiger Sherry Lansing STRICTLY CONFIDENTIAL Co-Founder, Chairman of the Board of Directors, and CEO CFO EVP of Global Operations EVP, General Counsel MOELIS & COMPANY President of Worldwide Cinema Co-Founder, Chairman of the Board of Directors, and CEO Lead Director Director Director Director Director [37]#39Overview of Rhombus (cont'd) RHOMBUS SHAREHOLDER SUMMARY (AS OF MOST RECENT FILINGS) Bares Capital Management, Inc. Starboard Value LP T. Rowe Price Associates, Inc. The Vanguard Group, Inc. BlackRock Fund Advisors Nokomis Capital LLC Rivulet Capital LLC Fidelity Management & Research Co. Gabelli Funds LLC SSgA Funds Management, Inc. Remaining Institutional Holders Total Institutional Shareholders Michael Lewis (CEO) All Other Insiders Total Insiders Retail & Other Total Shareholders (as of 07/29/15) Source Management, public filings, FactSet Shares Owned 7,102,434 4,950,000 3,785,614 2,912,090 2,212,379 1,585,876 1,504,938 1,181,924 1,129,176 665,029 10,690,380 37,719,840 5,338,319 841,184 6,179,503 12,360,883 50,921,907 % Shares Oustanding 13.9% 9.7% 7.4% 5.7% 4.3% 3.1% 3.0% 2.3% 2.2% 1.3% 21.0% 74.1% 10.5% 1.7% 12.1% 13.8% 100.0% STRICTLY CONFIDENTIAL MOELIS & COMPANY [38]#40Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC. Moelis & Company LLC 1999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067 Tel: 310-443-2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: 212-883-3800 STRICTLY CONFIDENTIAL MOELIS & COMPANY