Moelis & Company Investment Banking Pitch Book

Situation 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

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