A Spotlight on the Marketplace Q1 2021

Home , Coupang, Gopuff, Online marketplace

A SPOTLIGHT ON THE MARKETPLACE Q1 2021 Marketplace & E-commerce Review EXECUTIVE SUMMARY Marketplace & E-commerce Sector Wrap-Up » 2021 has picked up where 2020 ended – it is a prolific time for marketplace and e-commerce companies ‒ With a general “return to life” underway as the vaccine roll-out continues we are seeing many behaviors that consumers learned over the past year have carried over due to preference and convenience rather than necessity ‒ While social distancing is relaxing, new behaviors like online groceries, alcohol and pet food orders, home improvement and even types of online travel (i.e. RVs, vacation home rentals) are here to stay » The momentum in the IPO market continued into 2021 from its hot pace in 2020 with Q1 IPOs including ThredUp, Poshmark, Deliveroo, and Coupang ‒ Major marketplace IPOs are on the near horizon with Instacart and Flipkart expected in 2021 and ZipRecruiter and Zomato having already filed » 12 significant M&A transactions across the segment have taken place thus far in 2021 including: ‒ Vacasa’s acquisition of GCA client TurnKey ‒ Uber’s acquisition of alcohol marketplace Drizly for $1.1Bn » Massive financing rounds supporting companies that thrived during 2020 have continued, including for private funding leaders: ‒ Fanatics raised $320MM led by Fidelity Investments ‒ GoPuff raised $1.2Bn led by SoftBank » One of our favorite reports on the segment came out, Andreessen Horowitz’s Top 100 Marketplaces report covered many interesting trends that we highlight in this report including: ‒ The top 100 marketplaces as ranked by a16z; KPIs for marketplaces; trends and insights from the top 100 » Our sector spotlight focuses on seven subsectors of the online marketplace ecosystem – Travel, Music, Food and Beverage, Retail, Education, Groceries, and Pets

Select Q1 Active Acquirors Select Q1 Active Investors

2 I. GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

3 GCA OVERVIEW Leading Global Investment Bank Providing Strategic M&A and Capital Markets Advisory Services Global Marketplace & E-commerce Sector Team

John Lambros Josh Wepman Rupert Sadler Alex Grünwald Sam Fuller Tobias Schultheiss Thomas Egli New York New York New York Zürich London Frankfurt Zürich Managing Director; Managing Director; Managing Director Managing Director Member of Executive Managing Director Managing Director Managing Director President, GCA US Management Europe [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

Highly Active in All Key Disruptive Areas of the Technology Market Full-Suite of M&A and Capital Market Advisory Services Digital Media Software Tech-Enabled Services

» Marketplaces » Vertical Application » Marketing Services ~60% ~65% ~35% ~80% » E-commerce » Commerce & Retail » Information Services TRANSACTIONS HAVE SELL-SIDE BUY-SIDE REPEAT OR » Digital Content & IP Technology » Professional Services TECH COMPONENT TRANSACTIONS TRANSACTIONS REFERRED CLIENTS » Marketing / Advertising » Data & Analytics » IT Services Technology » Asset Maintenance & » Customer Care & Claims » Music, Video & Social Repair Services » Gaming » Infrastructure ~50% ~50% 500+ 100+ CROSS-BORDER FINANCIAL SPONSOR TOTAL TRANSACTIONS DEBT TRANSACTIONS 58 120 55 TRANSACTIONS TRANSACTIONS IN LAST 3 YEARS IN LAST 3 YEARS DEALS LAST 3 YEARS DEALS LAST 3 YEARS DEALS LAST 3 YEARS

Leading Franchise in Marketplaces and E-commerce

4 GCA OVERVIEW Leading Global Investment Bank

STOCKHOLM

MANCHESTER LEEDS PARIS FRANKFURT BIRMINGHAM MUNICH KYOTO NAGOYA ZURICH TOKYO LONDON SHANGHAI NEW YORK LAUSANNE MILAN NEW DELHI OSAKA TEL AVIV SAN FRANCISCO FUKUOKA TAIPEI MUMBAI SINGAPORE HO CHI MINH CITY

Global platform: Sector expertise: Exceptional cross- 25 offices in key Experienced team: Expansive coverage border capabilities: markets across Over 500 employees and deep Half of all America, Asia and across the globe specialization transactions Europe Broad spectrum Diversified Strong reputation of clients: business model: and track record: Leading Geographically High number of conglomerates, top balanced, synergistic repeat clients and private equity firms and complementary referrals and emerging high- focus areas growth companies

Marketplace E-commerce

Online auction Vacation rental Online job Real estate rental Online hair and Online adult Online furniture & Kitchen & home house marketplace classifieds marketplace beauty retail product retail home décor retail hub

Visual design Online RV rental Stock photo Insurance Online retail Online bike Online HQ Online marketplace marketplace marketplace marketplace cashback enabler retail pictures grocery

Online job Online B2B Online education Online real estate Online mobile & Online fashion Online bike Online pet classifieds classifieds portal classifieds fashion retail retail retail retail

6 GCA OVERVIEW Global Experience in Consumer

7 GCA OVERVIEW Case Study: Turnkey’s Sale to Vacasa

GCA acted as exclusive financial advisor to TurnKey, the leading full-service vacation rental property management platform, on its sale to Vacasa

Background Transaction Summary » TurnKey Vacation Rentals is a full-service vacation » On March 11, 2021, TurnKey announced it entered into a rental property management company for premier definitive agreement to be acquired by Vacasa vacation rental homes in top U.S. travel destinations. As a leading vacation rental hospitality brand, TurnKey The combination of Vacasa’s scale with TurnKey’s hospitality TRANSACTION DATE provides guests with the consistency and quality of a » platform, efficient growth, and complementary geographic Pending fine hotel experience, while optimizing the areas of operation creates a market leading rental management management, marketing and return on investment for company INDUSTRY vacation rental homeowners Digital Marketplace, Travel, Consumer, Tech-Enabled » GCA acted as exclusive financial advisor to TurnKey in » Since the Company’s founding in 2013, TurnKey has Services connection with the transaction successfully built a leading position in more than 80 premier destination markets across the United States

» Vacasa is a provider of vacation rental management services intended to streamline the rental experience between homeowners and guests. Vacasa’s rental management services are offered through a proprietary yield management technology, providing a seamless experience for guests in vacation homes across several destinations globally

8 GCA OVERVIEW Case Study: Otto Wilde Grillers Sale to Miele

GCA acted as exclusive financial advisor to the shareholders of Otto Wilde Grillers, a leading D2C grill brand, on its sale to Miele

Background Transaction Summary » Otto Wilde Grillers is a leading D2C grill brand which » On March 5, 2021, Otto Wilde Grillers announced it would be designs, manufactures and markets high-end gas and acquired by Miele electric grills. Its first product, the Otto Grill, is a 900- degree Celsius upper heat grill which brings Miele is going to fully integrate and back Otto Wilde Grillers by TRANSACTION DATE steakhouse quality to everyone’s home » March 2021 providing support in leveraging technology and engineering excellence, scaling operations, boosting the sales network INDUSTRY » In 2020, Otto Wilde raised EUR 4.5m through a (especially international distribution and aftersales) and Consumer, E-commerce, crowdfunding campaign on Kickstarter (most launching new products Retail, Leisure successful German Kickstarter project to date) with a smart/connected and modular grill platform, which is GCA supported Otto Wilde Grillers on all aspects of the currently being delivered to the Kickstarter backers » transaction, including business plan and marketing document preparation, due diligence process and SPA/SHA negotiations » Otto Wilde has a D2C business with ~90% of its products sold online, complemented with a growing GCA acted as exclusive financial advisor to Otto Wilde in B2B sales network » connection with the transaction

» Miele is one of the largest manufacturers of high-end domestic appliances and commercial equipment

9 GCA OVERVIEW Case Study: Perfecthair.ch sale to Storskogen

GCA acted as exclusive financial advisor to the shareholders of PerfectHair.ch, the largest Swiss e-commerce platform for professional haircare and beauty products, on its sale to Storskogen

Background Transaction Summary » PerfectHair is the largest Swiss e-commerce platform » On February 25, 2021, PerfectHair announced it would be for professional haircare and beauty products with a acquired by Storskogen product offering covering >300 brands with >30’000 SKUs TRANSACTION DATE » With the backing of Storskogen, PerfectHair will further February 2021 strengthen its leading position as the number one retailer of » Founded in 2008 in Switzerland with the aim of professional haircare and beauty products in Switzerland INDUSTRY bringing the sale of professional haircare and beauty products online. Over the years PerfectHair.ch has Consumer, E-commerce, Furthermore, the support of Storskogen offers additional enlarged its product portfolio significantly. Today, » Retail opportunities, such as extending the product portfolio or PerfectHair not only sells haircare products but also expanding the business to Europe and other countries professional beauty products as well as operating five hair and beauty salons located in the greater Zurich area » GCA acted as exclusive financial advisor to PerfectHair in connection with the transaction » Storskogen is a privately owned company founded in 2012 with a mission to acquire and operate well- managed and profitable companies with leading positions in their markets. It is divided into three business areas, consisting of 58 business units with over 3,700 employees

10 GCA OVERVIEW Case Study: Kapten & Son sale of minority stake to Ardian Growth

GCA acted as exclusive financial advisor to the founders of Kapten & Son, a leading European fashion accessories DTC brand, on the sale of a minority stake to Ardian Growth

Background Transaction Summary » Kapten & Son is one of the fastest growing, yet » On March 10, 2021, Kapten & Son announced a minority profitable, fashion and accessories companies in investment from Ardian Growth Europe. Thanks to high-quality products, a strong DTC focus and unique marketing expertise, Kapten & Son With the new shareholder, Kapten & Son plans to drive TRANSACTION DATE has developed into an internationally operating » international growth February 2021 company

INDUSTRY » GCA was retained to lead a structured process for a minority » The firm’s diversified product portfolio includes Consumer, E-commerce, stake sale coupled with a growth equity injection targeted on backpacks, sunglasses, glasses, watches, suitcases and Retail high profile investors accessories, which are sold in over 30 countries via an online store, as well as six retail flagship stores and exclusive boutique partners. » GCA supported the founders on all aspects of the transaction, i.e. the creation of all marketing documents, financial model, due diligence process coordination and extensive SPA/ISHA » Ardian is a global private investment house with negotiations assets $110bn managed or advised in Europe, the Americas and Asia that keeps entrepreneurship at its heart and focuses on delivering excellent investment » GCA acted as exclusive financial advisor to Kapten & Son in performance to its global investor base connection with the transaction

11 I. GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

12 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS GCA’s Key Performance Metrics for E-commerce and Marketplace Companies

Key metrics for e-commerce and marketplace companies Market trends Traffic Shop/front-end Conversion Customers After sales Financials

% market growth % paid vs. Load times % match rate Repurchase rate Fast delivery / % top-line growth unpaid traffic completion

% online-share CPCs for Market depth % cancellation rate Split existing and new # of SKUs and % EBITDA margin growth paid channels customers/orders % on stock

% market share % direct traffic Scalability Drop out rate AOV Handling time % take rate

Net promoter score Filtering functionality Response times LTV to CAC ratio Returned goods % cash conversion share

% mobile Mobile friendliness Churn rate/customer NWC requirement traffic share cohorts

The key metrics consistently driving value for both marketplace and e-commerce companies are topline growth, overall margin structure, and most importantly, customer engagement and economic metrics

Importance of criteria Source: (Full = high; empty = low) GCA research. 13 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Key Marketplace Themes from Andreesen Horowitz’s Report

A16Z’s Key Marketplace Themes 1 A16Z’s Key Marketplace Metrics 1 Most New Top 100 Marketplaces are Focused ✓ Match Rate 1 in Food and Bev., Travel, Music, and Fashion How successfully can the two sides of the marketplace find each other? Key to the value proposition of each side Bandcamp, Mercato, Tentrr, and Curtsy headline the new entrants to a16z’s top 100 marketplaces rankings ✓ Market Depth Is there enough supply? For a positive user experience, Even Within the Top 100, Consumer Spending having a deep market with a large, tailored supply is critical 2 is Concentrated to the Top Few ✓ Time to Match Instacart accounts for 70%+ of the GMV in the Top 100, with How long does it take for supply and demand to match? Valve, Vacasa, StockX, Rover, and GOAT accounting for an For suppliers, low ‘days to turn’ is essential for success additional 14% ✓ Fragmentation The COVID-19 Pandemic Drastically Altered the How concentrated are the supply and demand sides? A 3 Marketplace Landscape marketplace’s core utility is aggregating a fragmented market Childcare, Ticketing, and Office Space Marketplaces shrunk Multi-tenancy drastically while Education, Celebrity Engagement, and ✓ How many users are active on similar services? Meeting all Grocery Marketplaces experienced significant growth related needs in one place strengthens competitive moats Network Effects are Critical to a Marketplace’s ✓ Switching / Multi-housing Costs 4 Success and Strengthen Moats How easy is it for users to join a new network? Friction can In categories without a strong incumbent, newcomers were protect from users switching over or pricing competitions able to achieve significant growth, otherwise, network effects typically proved too much to overcome ✓ Retention Is user retention improving for newer cohorts? Network effects should cause retention to increase over time 5 Marketplaces are Able to Both Sustain High Growth and High GMC ✓ Take Rate Unlike in previous years, marketplace companies were able How valuable is the marketplace? Capitalization on the to maintain high growth rates as well as high GMVs in 2020 GMV transacted reflects the value of the marketplace

Source: 1) Andreesen Horowitz, The a16z Marketplace 100: 2021. https://a16z.com/marketplace-100 14 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Key Sector Themes: Travel Key Themes and Selected Companies A16Z Top Marketplace Companies

» With Airbnb and Vrbo having already disrupted the travel industry with Incumbents marketplace benefits, current a16z top marketplace companies differentiate by offering specific expertise in a travel subcategory » Consumers easily switch between platforms and turn to whichever marketplace best matches their current needs, whether it be an RV (RVshare), Glamping Site (GlampingHub), Boat (BoatSetter), or Local Tour Guide (Verlocal) » HipCamp: Platform used to search for available campsites based on location, landscape, activities offered, and amenities, enabling travelers to make travel fun and simple while providing new revenue streams to landowners such as farmers, ranchers, and vintners » TourRadar: Multi-day tour marketplace intended to help book and compare tours, read reviews, and meet guides and other travelers. The online platform assists in booking multi-day tours at the click of a button, enabling travelers to have an improved user experience

GCA Experience

Sources: Andreesen Horowitz, Pitchbook, Companies’ websites. 15 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Key Sector Themes: Music Key Themes and Selected Companies A16Z Top Marketplace Companies

» Legacy music labels such as Sony and WMG, as well as newer streaming Incumbents platforms such as Spotify and Apple Music, offer consumers a near infinite opportunity to listen and discover music » Thus, the a16z top music marketplaces differentiate themselves by offering greater benefits to musicians and artists » Bandcamp: Offers users the opportunity to instantly stream music purchases, follow favorite artists, keep a ‘wishlist’, showcase the collection, and explore the music of like-minded fans, enabling artists to have easy access to customers' data, real-time statistics, and music chart reporting » BeatStars: Digital production marketplace that provides the tools to distribute, monetize, and protect content, enabling music producers and recording artists to collaborate, share, sell, and distribute any type of music

GCA Experience

Sources: Andreesen Horowitz, Pitchbook, Companies’ websites. 16 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Key Sector Themes: Food & Beverage Key Themes and Selected Companies A16Z Top Marketplace Companies

» The food & beverage marketplace ecosystem is incredibly crowded Incumbents with strong marketplace incumbents with very little competitive differentiation » As established marketplaces become commoditized, new entrants are differentiated by offering services in smaller markets (Delivery Dudes), specializing in healthy options (Territory), or encouraging group ordering (Ritual) » Saucey: Ordering platform providing on-demand alcohol delivery. The platform delivers beer, wine, or spirits at the push of a button and offers the convenience of 30-minutes delivery » MealPal: Provider of a lunchtime meal subscription service, letting members select lunch packs from hundreds of restaurants. The platform enables users to pre-order the night before or in the morning and choose a time to pick up their lunch to skip the lunch lines

GCA Experience

Sources: Andreesen Horowitz, Pitchbook, Companies’ websites. 17 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Key Sector Themes: Retail Marketplace Key Themes and Selected Companies A16Z Top Marketplace Companies

» General retail marketplaces, offering a wide range of different types of Incumbents products, are one of the most established areas of the online marketplace ecosystem, providing consumers with a one-stop-shop » Marketplaces offer more attractive economics to wholesalers and consumers by connecting the two directly, as well as offering additional value such as curation and expertise » Faire: Wholesale marketplace designed to mitigate the burden of inventory risk for retailers. The platform leverages artificial intelligence and predictive analytics to forecast which products will fly off its virtual shelves in order to efficiently source and manage inventory » Curated: Collaborative shopping platform that brings the personal touch of an in-store specialty shopping experience to customers. The platform matches customers with experts for high-consideration purchases and items that have some degree of complexity, enabling shoppers to get access to unbiased product recommendations

GCA Experience

Sources: Andreesen Horowitz, Pitchbook, Companies’ websites. 18 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Key Sector Themes: Education Key Themes and Selected Companies A16Z Top Marketplace Companies

» While most marketplaces are not replacing primary education services, Incumbents they are providing parents and students with avenues to supplement learning and offering adults a chance to learn a new skill » EdTech had been a rapidly growing sector even before the COVID-19 pandemic catalysed its long-term growth, with over half of U.S. schoolchildren learning in remote or hybrid models and supplementary education becoming increasingly utilized (1) » Outschool: Developer of an e-learning platform that offers live online classes for kids aged between 3 to 18. The platform connects students and teachers for group learning based on their needs and interests at a lower price point than private tutoring » Skillshare: Developer of an online global learning community platform that offers classes on any type of expertise – from baking cupcakes to raising startup capital – enabling members to harness their creative power and learn skills in an enhanced way

GCA Experience

Sources: Andreesen Horowitz, Pitchbook, Companies’ websites. 1) Institution of Education Services, February 2021. 19 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Other Key Sector Themes: Grocery Delivery & Pet Marketplaces Key Grocery Marketplace Themes and Selected Companies Key Pet Marketplace Themes and Selected Companies

» Grocery marketplaces experienced extreme growth during the » The pet industry has experienced significant growth through COVID as pandemic as users looked to stay sheltered in place as much as possible 11.4MM U.S. households have gotten a new pet during the pandemic (1) » Instacart represented majority of GMV in both the grocery subcategory » While users have turned to traditional marketplaces such as Amazon and in Andreesen Horowitz’s Top 100 Marketplaces overall, despite and established e-commerce brands such as Chewy for most pet foods having competitors that offered very similar services and products, a16z top marketplaces have found success connecting pet owners with walkers, sitters, trainers, and breeders » Mercato: Operator of a grocery marketplace that connects consumers with local merchants. The marketplace helps users order fresh » Rover: Developer of a pet care platform designed to connect pet groceries online from a single store or combine items from multiple owners with pet sitters and walkers. The company's platform offers a merchants in the same order delivered to their door range of pet care services including overnight pet care, house sitting, daycare, drop-in visits, and playdates, enabling users to find people » GrubMarket: Developer of an online food marketplace platform who'll treat their pets like family intended to deliver farm-fresh food to door across the United States. The company provides consumers and artisan wholesalers with a » Good Dog: Operator of a pet breeder screening platform that educates variety of producers that provider quality foods and other items at prospective dog owners and connects them with responsible breeders, competitive prices enabling owners to avoid the bad breeders and create a movement that elevates the standards in the dog world overall

A16Z Top Marketplaces GCA Experience A16Z Top Marketplaces GCA Experience

Sources: Andreesen Horowitz, Pitchbook, Companies’ websites. 1) COVID-19 Pulse Study, American Pet Products Association. 20 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Marketplace and E-commerce Companies Continued to See Growth and Value Expansion Throughout the Year

E-commerce & Marketplace Companies Have Significantly Outperformed the S&P 500 LTM

250%

200% 200%

160% 150%

100%

50% 25% 0%

-50% March April May June July August September October November December January February

Marketplace E-commerce S&P 500

Marketplace E-commerce

160% 200% LTM Share Price Performance Source: Capital IQ as of 4/23/20. 21 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Marketplace Case Study Spotlight: ThreadUp’s IPO and the Continued Importance of Re-Commerce » Shares of ThredUp popped 40%+ on its opening trading day as shares were originally priced at $14, opened trading at $16, and closed above $20 ̶ ThredUp’s market cap was over $2Bn on its first day of trading, though it still lagged behind direct competitors Poshmark and The RealReal, and other legacy competitors such as eBay » The online secondhand marketplace category is quickly rising with strong tailwinds as new consumers increasingly utilize the combination of step discounting, always present with secondhand marketplaces, with the increased supply and ease of online shopping ̶ Piper Sandler notes that 47% of upper-income teens have bought something secondhand and 55% have sold something secondhand ̶ They also cited that 34% of all females have heard of ThredUp, while 19% have used the service » In addition to consignment sales, ThredUp also offers RaaS (Resale-as-a-Service), partnering with 21 brands and retailers such as Athleta, Madewell, Walmart, Banana Republic, and eBay ̶ This type of service benefits ThredUp through high margin sales, managing supply more efficiently, and by creating brand awareness while the partner drives incremental revenue and is introduced to new customers

ThredUp Stock Performance since IPO Analyst Coverage and Key Stats

Mkt. Cap $1.6Bn

$35 “ TDUP’s automated logistics ThredUp has a decade long EV / LTM Rev 10.2x infrastructure and unit efficiency “ “ advantage against potential new “ 9MM $30 create a moat around competition due to investments in Shares open the business infrastructure, technology, and data trading at $18.25 Shares now trade $25 slightly above $18 6MM $20

$15 Raises $168MM in IPO 1.2 MM 428k 4 MM priced at $14.00/share 3MM $10 Active Buyers Active Sellers 2020 Orders

$5 5.5 MM $3.3 Bn

- - Item Distribution Saved off Retail 3/26/21 4/2/21 4/9/21 4/16/21 4/23/21 Capacity Price by Users

Sources: ThredUp S-1 Filing, Wall Street Research. Stock data as of 4/27/21. 22 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS SPACs are on Fire – What is Going On? 2020 SET NEW IPO PROCEEDS HIGHWATER MARK Issuance in $Bn; average size in $MM » In recent years, the number of SPAC IPOs has accelerated as 10 8 17 12 33 46 59 248 189 they have gained credibility $108.4 $110.0 $294 $335 $350 » The SPAC IPO market is shattering historical highs $269 $321 $300 $90.0 $233 $231 $83.0 $47.7 $250 – SPAC IPO proceeds grew ~6x in 2020, with $83Bn+ closed vs. $70.0 $195 $150 $200 $14Bn in 2019 $50.0

$110 $150

$30.0 $10.7 $13.6 $60.7 $100 – The average SPAC IPO size increased ~45% from $231MM in $3.9 $3.5 $10.0 $10.0 $1.1 $1.8 2019 to $335MM in 2020 $50

($10.0) - – SPAC IPOs represented ~25% of overall U.S. IPOs in 2020(1) 2013 2014 2015 2016 2017 2018 2019 2020 2021 YTD » ~$113Bn in SPAC IPO proceeds ready for deployment # of IPOs IPO Pending IPO Average Size » De-SPAC success rate is high, 90+%, with only 5 that have liquidated since 2017 HISTORICAL DE-SPAC VOLUMES De-SPAC in $Bn; average size in $MM » Strong M&A backdrop, with 66 de-SPAC transactions 9 13 17 25 66 15

completed in 2020 $140.0 $2,000 $1,793 $1,843$1,800 $120.0 – De-SPAC volumes jumped from $3Bn in 2016 to $115Bn+ in $1,330 $1,600

$100.0 2020 $1,400

$1,035 $1,200 $80.0 $118.3 $1,000

$60.0 $562 $22.6 $800

$600 $40.0 $356 $25.9

$400 $20.0 $7.3 $3.2 $27.6 $200

- $0 2016 2017 2018 2019 2020 2021 YTD # of De-SPACs De-Spac Value Average Size High Profile Participants Further Boost Credibility

Sources: Wall Street research, FactSet, Capital IQ, GCA research, as of 3/1/2021. 23 1) SPAC IPO % represents # of SPAC IPOs over # of SPAC IPOs + # of Traditional IPOs. MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS SPAC Trading Performance is Improving with Quality

Size Matters Quality is Increasing Over Time Tech Outperforms the Broader Market

Mean Share Price Median Share Price

~30% Premium ~30% Premium ~45% Premium

$18.00 $16.63 $18.00 $16.65

$25.00

$16.00 $16.00

$14.00 $12.84 $14.00 $13.05 $19.46 $13.52 $13.52 $20.00

$12.00 $12.00

$10.00 $10.49 $10.00 $15.00 $15.77 $13.72 $8.66 $8.00 $8.00

$10.00 $10.89

$6.00 $6.00

$4.00 $4.00

$5.00

$2.00 $2.00

- - - $200M+ <$200M <18 Months >18 Months Tech $200M+ All excl. Tech $200M+ » 63 SPACs with market cap of $1B+ and » 76% of $1B+ SPACs closed their transaction » Significant long-term investor just 6 trade below their issue price within the last 18 months demand for quality tech SPACs – They trade at an avg share price of ~$17, 1.7x issue price – Will be important to monitor performance as lock-ups unwind

Sources: Capital IQ, GCA research, and company filings. 24 Unless otherwise specified, includes companies that have gone public through a SPAC over the last four years; as of 3/1/21. MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Three Recent Consumer Subscription Companies Going Public via SPAC

Subscription-based Subscription-based at-home platform supplying sexual Subscription-based platform Description fitness classes, connected health, hair loss, and other supplying treat boxes for dogs machines, and wellness products medical treatments

’21E / ’20A Growth 36% 65% 26%

’21E Revenue $202M $369 $1.1Bn

EV / ’21E Rev 11.8x 4.4x 2.6x

’21E Gross Margin 75% 60% 68%

EV / ’21E Gross Profit 15.8x 7.4x 3.9x

The SPAC path to IPO will be an increasingly relevant option for emerging e-commerce and marketplace companies over the next 24 months and there are more than 20 relevant SPACs for the sector on file

Sources: Capital IQ, and company filings. 25 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS Selected LTM M&A and Financing Activity

M&A Transactions ($MM) Financings ($MM)

Ann. Enterprise Ann. Acquirer Target Investor Target Amount Date Value Date

3/11/21 Conf. 3/24/21 $320

2/2/21 $1,100 3/23/21 $1,150

10/30/20 $1,500 3/16/21 $200

10/13/20 NA 11/12/20 $275

10/2/20 $300 10/28/20 $100

9/29/20 $420 10/21/20 $100+

9/8/20 $425 10/8/20 $200

8/3/20 $252 9/11/20 $85

6/10/20 $7,521 9/10/20 $33

5/28/20 $280 7/1/20 $453

5/13/20 $190 4/29/20 $128

Sources: Capital IQ, Pitchbook, company press releases. 26 MARKETPLACE & E-COMMERCE MARKET SUMMARY Top 10 Leaders in Private Funding Raised-to-Date Company Headquarters Founded Amt. Raised ($MM)(1) Company Description

Provider of an on-demand goods delivery application San Francisco, CA 2012 $2,640 designed to order groceries from local stores

Provider of on-demand delivery services intended to Philadelphia, PA 2013 $2,435 offer convenience items

Operator of the e-commerce business for all major Jacksonville, FL 1995 $2,290 professional sports leagues, major media brands and collegiate and professional team properties

Operator of an e-commerce and retail brand created Walpole, MA 2018 $1,950 to acquire and cultivate category-leading products

Provider of a peer-to-peer, car-sharing marketplace San Francisco, CA 2009 $840 intended to serve cities across the US and Europe

Operator of an online shopping platform designed to Bellevue, WA 2011 $834 offer a simple way to buy and sell locally

Provider of meetings and events technology that offers McLean, VA 1999 $762 a marketplace that connects venues with professionals

Palo Alto, CA 2009 $664 Operator of an online home furnishing marketplace

Provider of vacation rental marketplace that Portland, OR 2009 $639 streamlines the rental experience for homeowners and guests

Provider of an online marketplace designed to trade Detroit, MI 2015 $565 high-demand and limited-edition sneakers

Notes: Represents U.S. companies. Sources: Pitchbook, LinkedIn, Company Websites. 27 1) Includes debt and equity financing. MARKETPLACE & E-COMMERCE MARKET SUMMARY Selected Active Investors

Investor Type Investor Logos

Accelerators / Seed

Venture Capital / Private Equity

Corporate Investors

Alternative Investors

Sources: Capital IQ, Pitchbook, Wall Street Research. 28 MARKETPLACE & E-COMMERCE MARKET SUMMARY Most Active Deal Makers

Company Headquarters Number of Deals Selected Investments & M&A

San Jose, CA 15

Tokyo, Japan 12

Shirebrook, United Kingdom 10

Seattle, WA 10

Unterföhring, Germany 10

Hangzhou, China 9

Cape Town, South Africa 9

Northwich, United Kingdom 9

Chicago, IL 7

Bentonville, AR 7

Notes: Represents investments since 2010 in North America and Europe with the exception of Walmart’s acquisition of Flipkart. 29 Sources: Capital IQ, Pitchbook, Wall Street Research. I. GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

30 MARKETPLACE & E-COMMERCE MARKET SUMMARY Valuation Overview

Marketplace E-commerce

EV / ’21 Revenue 8.5x EV / ’21 Revenue 2.7x

Revenue CAGR ‘20-’22 31.9% Revenue CAGR ‘20-’22 23.3%

EV / ’21 EBITDA 23.3x EV / ’21 EBITDA 22.5x

’21 EBITDA margin 6.2% ’21 EBITDA margin 7.2%

Marketplace and e-commerce multiples have remained strong as the categories continue to reap the benefits of robust business momentum and industry tailwinds

Source: Capital IQ as of 4/27/21. 31 MARKETPLACE & E-COMMERCE MARKET SUMMARY Public Offerings Coming Soon

Capital Raised Latest Company Status Description to Date Valuation

Provider of an online shopping platform designed to offer craft luxury- Filed for IPO on grade denim. The company's online shopping platform offers denim with a the Nasdaq on $25MM $94MM simple design, superior quality and a pared-down product selection, April 12th enabling consumers to get premium denim and luxury essentials at discounted rates than the traditional retail price.

Developer of an online employment marketplace intended to help Filed for direct employees find the right job. The company's connects employers and job listing on the $219MM $1.5Bn seekers, enabling job seekers to easily search and apply for jobs and help NYSE on April businesses distribute job postings affordably and filter candidates and 23rd review applications.

Developer of a mobile-based restaurant discovery platform designed to Filed for IPO on place food orders online. The company's platform provides information Indian stock about restaurants globally and offers online ordering, food delivery, table exchanges NSE $2.4Bn $5.4Bn reservations and premium restaurant subscription services, enabling users and BSE on to discover, rate and review restaurants, as well as create their own April 28th networks of fellow food enthusiasts for trusted recommendations.

Operator of an on-demand goods delivery application that facilitates the In discussion delivery of essential goods to busy people and families. The company with banks; $2.5Bn $17.7Bn offers full-service and in-store shopper services through a network of potential H1 independent shoppers with same-day delivery and pickup service of fresh 2021 IPO (1) groceries and everyday essentials.

Flipkart is an Indian-based e-commerce marketplace that connects sellers Targeting IPO Majority owned and consumers. The platform offers over 80 million products across over as soon as $20.8Bn(3) by Walmart 80 categories such as electronics, fashion, home essentials, groceries, and Q4 2021(2) other lifestyle products. Flipkart is aiming for a valuation of at $35Bn. (2)

Sources: 1) The Guardian, January 2021. 2) Business Insider, April 2021. 32 3) Enterprise Value of Walmart’s acquisition of a 77% stake in Flipkart for $16Bn in 2018. I. GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

33 M&A AND FINANCINGS Precedent M&A Transactions

($MM) Announced Enterprise EV / Revenue EV / EBITDA Date Acquirer Target Value (EV) LTM NTM LTM NTM Target Description Operator of an online marketplace designed to offer information related to strategic acquisition 4/8/21 NA NA NA NA NA opportunities Operator of an online marketplace that sells pet products. The company offers beds, toys and 4/6/21 NA NA NA NA NA accessories such as blankets and mats for dogs and cats Operator of an ecommerce brand that specializes in supplying lifestyle products on third-party 3/17/21 NA NA NA NA NA ecommerce platforms Provider of on-demand food delivery services intended to deliver local food at the doorstep of 3/17/21 $23 NA NA NA NA users Operator of a full-service rental property management platform intended to provide premier 3/11/21 Confidential vacation homes in various travel destinations Operator of an online sports retail platform that supplies a wide range of tennis racquets and 2/11/21 NA NA NA NA NA equipment, running shoes, sports apparel and accessories from various sports brands Operator of an online retailer of precious metals, from bars to rounds to coins that works directly 2/9/21 $113 NA NA NA NA with mints and distributors Developer of artificial intelligence driven online marketplace for employers and job seekers that 2/8/21 $9 NA NA NA NA brings technology expertise to the staffing sector

2/5/21 NA NA NA NA NA Operator of an online retail store offering a wide range of discounted consumer apparel

Developer of an online liquor retail platform intended to deliver alcohol and other related 2/2/21 $1,100 NA NA NA NA products Operator of a marketplace and innovation discovery platform for health care purchasers to drive 1/22/21 NA NA NA NA NA impact through action Manufacturer and online retailer of reliable IT and A/V infrastructure components for data 1/6/21 NA NA NA NA NA centers Operates an online rental classifieds service, at www.avail.co, for do-it-yourself landlords and 12/17/20 NA NA NA NA NA tenants Operator of a shipping payment e-commerce network intended to connect retailers with 12/2/20 NA NA NA NA NA consumers Provider of food preparing and delivery services intended to offer a perfect balance of nutrition 11/23/20 $277 1.8 x 2.7 x NA NA and taste to enhance mind and body performance Provider of a weekly subscription service intended to offer fresh, chef-cooked meals that can be 10/30/20 $1,500 NA 4.2 x NA NA heated and served directly to customers' doors

10/13/20 Broadband Capital Investments $70 NA NA NA NA Provider of online retail platform intended to sell indoor and outdoor gardening products

99designs is an operator of a global creative platform intended to connect designers and 10/5/20 NA NA NA NA NA businesses

10/2/20 $300 0.5 x NA NA NA Operator of an online retail platform selling food and grocery products

Provider of an online marketplace for bikes intended to help make extra cash by sharing the 9/29/20 NA NA NA NA NA vehicle

Sources: Capital IQ, Pitchbook, company press releases. 34 M&A AND FINANCINGS Precedent M&A Transactions (cont’d)

($MM) Announced Enterprise EV / Revenue EV / EBITDA Date Acquirer Target Value (EV) LTM NTM LTM NTM Target Description

9/23/20 NA NA NA NA NA Operator of a website intended to provide dog food and accessories

9/8/20 NA NA NA NA NA Developer of an e-commerce platform designed for auto part industry

Operator of an e-commerce platform for high-design furniture and accessories for the office and 9/1/20 NA NA NA NA NA home

8/3/20 $210 NA NA NA NA Provider of an online shopping platform designed to sell household appliances

Developer of a direct-to-consumer software system that connects breweries and consumers 7/27/20 NA NA NA NA NA through a mobile marketplace

10/13/20 NA NA NA NA NA Operator of an online marketplace designed to retail shoes and related accessories

Designer and provider of an online shopping platform designed to offer ways to shop the latest 10/2/20 NA NA NA NA NA trends in menswear and women's wear Operator of a digital coupon marketplace, intended to offer a savings destination which connects 9/29/20 $420 NA NA NA NA consumers with retailers, restaurants and brands, both online and in-store Direct-to-consumer contact lens retailer offering easy, convenient and hassle-free replacement of 9/23/20 NA NA NA NA NA contact lenses of the most popular brands at competitive prices Operator of an online marketplace intended to make wholesale automotive deals simple and 9/8/20 $425 NA NA NA NA transparent Operator and retailer of a personalized products online marketplace intended to aspire, inspire, 9/1/20 NA NA NA NA NA motivate

8/28/20 $250 NA NA NA NA Provider of online and catalog retail services intended to provide direct-to-consumer service

8/24/20 $16 1.2 x NA NA NA An e-commerce brand in the health and personal wellness category

8/3/20 $252 NA NA NA NA Online retailer of gifting products

Developer of a digital marketplace and platform intended to help in scheduling on-demand pet 7/27/20 NA NA NA NA NA care Developer of an interactive gym designed to bring the essential components of a studio workout 6/29/20 $500 NA NA NA NA at home Operator of an online marketplace intended to provide high-quality stock media at a fraction of 6/25/20 Confidential the cost Provider of an online shopping platform designed to offer a range of beauty and personal care 6/23/20 NA NA NA NA NA products, food products, household and kitchen products and stationery

6/17/20 NA NA NA NA NA Operator of an online clothing retail store that providing womens clothing and fashion products

6/1/20 $7,521 5.6 x 4.7 x NM NM Provides an online takeout food platform for diners through over 50,000 restaurant partners

Sources: Capital IQ, Pitchbook, company press releases. 35 M&A AND FINANCINGS Precedent M&A Transactions (cont’d)

($MM) Announced Enterprise EV / Revenue EV / EBITDA Date Acquirer Target Value (EV) LTM NTM LTM NTM Target Description

5/28/20 $280 8.1 x NA NA NA Provider of an online database for internet graphics

5/27/20 NA NA NA NA NA Retailer of nutritional supplements and fitness-related products

Operator of an online real estate marketplace that allows for the search, listing and transacting of 5/13/20 $190 3.3 x NA NA NA properties online Operator of an online design marketplace intended to sell ready-to-use design content from 4/30/20 NA NA NA NA NA independent creators around the world

3/25/20 $120 NA NA NA NA Developer of a mobile platform designed to facilitate buying and selling of local goods

Developer of financial education and recommendation platform intended to offer free credit 2/24/20 $525 2.5 x 2.4 x 37.2 x 25.8 x scores and reports with monitoring

2/24/20 NA NA NA NA NA Operator of a real estate marketplace platform based in Seattle, Washington

2/13/20 NA NA NA NA NA Operator of an online marketplace for buying and selling highly valued items

Developer of ticketing software and solutions intended to bring the joy of live shows to fans 2/13/20 $4,050 NA NA NA NA globally

2/11/20 $485 2.3 x NA NM NA Provider of online marketplace for connecting people seeking care services

1/27/20 NA NA NA NA NA Operator of an online store focused on selling indie and vintage-inspired women's clothing

10/31/19 NA NA NA NA NA Operator of an e-commerce website intended to offer apparel, shoes and accessories

10/15/19 NA NA NA NA NA Operator of an online platform intended to provide customizable products for weddings

10/10/19 $100 Confidential Provider of online photography services and photo products

Operator of an e-commerce website offering ergonomic home and office furniture intended to 8/29/19 $35 0.6 x NA NA NA create energizing spaces

8/21/19 $275 NA NA NA NA Provider of an online marketplace designed for new, used and vintage music gear

8/6/19 NA NA NA NA NA Provider of an online marketplace intended to offer a range of sports apparel and accessories

8/2/19 $18 NA NA NA NA Retailer of engraved, monogrammed or custom-made gifts online

Manufacturer and retailer of intimate apparel intended to offer comfortable undergarments for 7/31/19 $140 NA NA NA NA women

7/9/19 NA NA NA NA NA Operator of online retail hunting and outdoor apparel shop headquartered in Franklin, Tennessee

Sources: Capital IQ, Pitchbook, company press releases. 36 M&A AND FINANCINGS Precedent M&A Transactions (cont’d)

($MM) Announced Enterprise EV / Revenue EV / EBITDA Date Acquirer Target Value (EV) LTM NTM LTM NTM Target Description Manufacturer and retailer of photo-based products and services for customers in the United 6/10/19 $2,751 NA NA NA NA States through its portfolio of brands Provider of online photo services enabling the users of film cameras, digital cameras and camera 6/10/19 NA NA NA NA NA phones to share, print and store their photos online

6/13/19 $160 NA NA NA NA Operator of an online marketplace intended to offer various deals on retail stores

5/21/19 NA NA NA NA NA Provider of an online marketplace designed for live auctions of collectibles, antiques and fine art

Operator of an e-commerce platform designed to offer exclusive editions of artwork by 5/1/19 NA NA NA NA NA prominent contemporary artists Provider of an online platform intended to help users feel good and inspire them to do good as 4/4/19 $750 1.9 x NA NA NA well

Summary Statistics Mean 2.9x 3.6x 37.2x 25.8x

Median 2.3x 3.6x 37.2x 25.8x

Sources: Capital IQ, Pitchbook, company press releases. 37 M&A AND FINANCINGS Precedent Financings

($MM) Announced Amount Total Enterprise Date Investor Target Invested Raised Value (EV) Target Description Provider of an online healthcare platform designed to connect quality medical professionals with hospitals when 4/26/21 $50 $53 $90 patients need them Manufacturer of sustainable design furniture and operater of an online marketplace that offers apartment 4/22/21 $15 $25 NA furniture enabling consumers to order furniture with easy shipping and transport

4/7/21 $27 $50 $177 Operator of an online marketplace designed to connect luxury goods factories directly to consumers

Operator of an online marketplace that delivers local produce, sustainable meat, seafood products, and grocery 3/29/21 $100 $337 NA staples, enabling consumers to order groceries and get them delivered at their home or office

3/25/21 $29 $33 $117 Operator of a grocery marketplace intended to connect consumers with local merchants

3/24/21 $320 $2,290 $12,800 Operator of a multi-channel sports merchandise retailer

3/23/21 $1,150 $2,435 $8,900 Developer of a go-to application intended to deliver daily essentials within minutes

Operator of a health insurance marketplace intended to improve healthcare benefits for employers and 3/17/21 $28 $72 NA consumers

3/16/21 $200 $253 $1,700 Developer of an online marketplace designed to connect consumers to local dispensaries for cannabis

2/19/21 $23 $24 NA Developer of a wholesale marketplace built to connect small business owners and independent brands

Provider of a premier online shopping platform intended to offer baby and children's fashion and lifestyle 2/11/21 $30 $50 NA products

2/10/21 $42 $67 $128 Provider of an online retail platform designed to facilitate both offline and online shopping for customers

2/3/21 $115 $222 NA Developer of a wine marketplace designed to view ratings for wines from around the globe

Developer of an online travel service platform designed to help users to discover and book outdoor stay and 1/7/21 $57 $99 $377 camping experiences

1/5/21 $80 $144 $510 Developer of an online marketplace designed to provide warehousing spaces on-demand

12/22/20 $100 $145 $175 Operator of an online marketplace designed to offer access to the global network of fully finished apartments

12/15/20 $40 $40 NA Developer of an online platform for boutique products based in Lehi, Utah

Provider of an online marketplace created to offer healthcare practice loans and commercial real estate 12/15/20 $34 $38 NA mortgages

11/13/20 $72 $273 NA Operator of a learning platform intended to connect students all over the world to the best instructors

11/12/20 $275 $565 $2,800 Provider of an online marketplace designed to trade high-demand and limited edition sneakers

Sources: Capital IQ, Pitchbook, company press releases. 38 M&A AND FINANCINGS Precedent Financings (cont’d)

($MM) Announced Amount Total Enterprise Date Investor Target Invested Raised Value (EV) Target Description

11/9/20 $250 $323 NA Provider of an online health and beauty marketplace designed to offers a robust catalog directly to consumers

10/28/20 $100 $621 $750 Operator of an online renting platform intended to revolutionize the accessories and dressing industry

10/21/20 $100 $164 NA Provider of online peer-to-peer recreational vehicle rental services

Operator of an on-demand goods delivery application intended to facilitate the delivery of essential goods to 10/8/20 $200 $2,470 $17,500 busy people and families Developer of a digitized online mortgage lending platform designed to democratize the home-financing 10/5/20 $200 $454 $4,000 ecosystem Developer of an online food marketplace platform intended to deliver farm-fresh food to doors all across the 10/5/20 $60 $166 $450 United States

9/23/20 $100 $290 $1,750 Provider of an online footwear marketplace intended to buy and sell sneakers online

9/17/20 $380 $1,280 $3,520 Developer of a go-to application intended to deliver daily essentials within minutes

Developer of an online retail platform designed to provide consumers with well-designed, quality clothing and 9/11/20 $85 $145 $635 accessories at an approachable price point Operator of an online marketplace for home furniture and home decor items designed to help people to buy 9/10/20 $33 $65 $108 and sell chic furnishings in an easy-to-use online marketplace

9/9/20 $12 $28 NA Provider of an online marketplace for trading used bicycles and cycling accessories

9/3/20 $40 $73 NA Provider of an online health and beauty marketplace designed to offers a robust catalog directly to consumers

8/27/20 $39 $62 NA Operator of an e-commerce platform intended to sell secondhand luxury bags

8/17/20 $35 $84 $635 Operator of an online Chinese supermarket intended to offer authentic gourmet delicacies from Asia

8/13/20 $350 $1,970 $6,200 Operator of a multi-channel sports merchandise retailer

7/1/20 $453 $834 NA Operator of an online shopping platform designed to offer a simple way to buy and sell locally

6/30/20 $30 $274 $400 Operator of an online shopping platform intended to offer wholesale club experience for modern shoppers

5/14/20 $15 $73 $120 Operator of an e-commerce platform and offline stores intended to offer secondhand luxury handbags

4/29/20 $128 $290 $1,328 Provider of an online marketplace designed to trade high-demand and limited edition sneakers

Operator of an online marketplace intended to provide information on residential properties and rented 3/10/20 $60 $150 $400 workspace

Sources: Capital IQ, Pitchbook, company press releases. 39 M&A AND FINANCINGS Precedent Financings (cont’d)

($MM) Announced Amount Total Enterprise Date Investor Target Invested Raised Value (EV) Target Description

2/6/20 $30 $45 $95 Operator of an online marketplace designed to offer access to the global network of fully finished apartments

2/5/20 $17 $25 $38 Provider of an online retail platform designed to facilitate both offline and online shopping for customers

Developer of an e-commerce platform designed to change the way people discover and shop for designer 1/31/20 $100 $420 $775 fashion Developer of an online marketplace built on pioneering technology intended to connect today's dynamic 1/31/20 $17 $23 $67 workforce with companies facing increasingly complex staffing requirements Developer of an online flower delivery platform designed to connect farms and a curated network of artisan 1/30/20 $16 $74 $126 florists directly to consumers

12/9/19 $10 $12 NA Developer of an online marketplace platform designed to offer products for home decoration

12/2/19 $40 $61 $440 Developer of an online shopping platform designed to help women rediscover fashion

11/18/19 $16 $26 $84 Operator of an online retail platform intended to sell meat and seafood products

11/6/19 $16 $27 $46 Provider of an online marketplace intended to offer and help users browse commercial spaces

10/2/19 $35 $49 $400 Operator of an online retail platform intended to provide professional clothing for women

Developer of a lifestyle membership platform designed to provide women with products from premium and 9/1/19 $80 $89 $930 emerging brands

8/26/19 $100 $112 NA Operator of an online retail platform intended to sell bedding textiles

Developer of an online clothing retail platform designed to offer thrift shopping online while making it 8/21/19 $175 $338 $670 mainstream Developer of an online marketplace designed to transform the way the meetings are booked to benefit event 8/20/19 $50 $56 NA planners and hoteliers

8/6/19 $40 $40 NA Provider of an online ticketing marketplace to buy and sell tickets

8/1/19 $300 $1,800 $11,200 Operator of a mobile e-commerce platform designed to make affordable products accessible to everyone

7/5/19 $14 $23 $59 Developer of a retail platform intended to bring modern brick-and-mortar shopping experience online

Developer of an online kids shopping platform intended to help kids to be socially responsible and make an 6/26/19 $15 $28 $55 impact

6/25/19 $150 $424 $1,700 Provider of an online marketplace designed to hire workers and offer local services

Operator of an online luxury footwear platform intended to offer branded shoes and other fashion apparel and 6/17/19 $50 $90 $165 accessories

Sources: Capital IQ, Pitchbook, company press releases. 40 M&A AND FINANCINGS Precedent Financings (cont’d)

($MM) Announced Amount Total Enterprise Date Investor Target Invested Raised Value (EV) Target Description Operator of an e-commerce platform intended to be used for the wholesale ordering of professional grade 5/14/19 $25 $31 $95 supplements

5/7/19 $43 $64 $193 Developer of an online marketplace designed to provide warehousing spaces on-demand

4/15/19 $25 $48 $110 Operator of an online marketplace intended to make wholesale automotive deals simple and transparent

Developer of a shopping platform aimed to connect consumers to the items and brands that match their 4/12/19 $20 $31 $100 preferences

4/10/19 $181 $303 $511 Provider of an online car marketplace designed to simplify the process of buying and selling cars

4/9/19 $12 $22 $80 Developer of an online mobile shopping application designed to purchase items directly from retailers

4/1/19 $29 $54 NA Provider of an online marketplace intended to sell pre-owned luxury goods

3/22/19 $50 $338 $1,050 The RealReal Inc provides online marketplace for authenticated and consigned luxury goods

3/21/19 $125 $521 $1,000 Developer of an online renting platform intended to revolutionize the accessories and dressing retail industry

Sources: Capital IQ, Pitchbook, company press releases. 41 I. GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

42 APPENDIX – PUBLIC COMPANY VALUATIONS ($MM, except per share data) Stock Price Market Cash & Total Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue Company 4/27/2021 Cap ST. Invest. Debt Value (EV) CY21E CY22E CY21E CY22E 21E/20A 22E/21E CY21E CY22E Marketplaces Alibaba Group Holding Limited $237.77 $644,623 $70,790 $22,676 $617,470 4.5x 3.8x 17.4x 14.9x 40% 19% 26% 25% Uber Technologies $58.37 $108,612 $6,827 $10,374 $113,647 7.1x 5.2x NM NM 31% 37% (3%) 6% Airbnb $181.14 $108,542 $6,391 $2,330 $104,481 21.8x 16.1x NM NM 47% 35% 3% 11% MercadoLibre $1,602.06 $79,894 $2,461 $1,708 $79,142 13.5x 10.0x NM NM 53% 34% 4% 7% eBay Inc. $62.69 $42,708 $3,826 $8,317 $47,199 4.0x 3.7x 11.2x 10.3x 18% 7% 35% 36% Delivery Hero SE $169.43 $42,177 $2,903 $1,976 $41,248 6.9x 4.7x NM NM 90% 46% (9%) (1%) Copart $123.12 $29,095 $616 $512 $28,991 11.0x 10.0x 24.1x 21.0x 14% 11% 46% 47% Etsy $211.68 $26,904 $1,669 $1,138 $26,372 12.2x 10.2x 40.9x 33.2x 33% 20% 30% 31% Carvana Co. $294.59 $23,076 $432 $1,889 $24,947 2.8x 2.1x NM NM 65% 34% (1%) 1% Lyft $63.73 $20,963 $2,251 $1,022 $19,734 6.5x 4.5x NM NM 29% 43% (7%) 6% Farfetch Limited $51.37 $18,196 $1,573 $827 $17,618 8.0x 6.1x NM NM 34% 30% 0% 6% Just Eat Takeaway.com N.V. $106.05 $15,782 $656 $697 $15,829 3.3x 2.6x NM NM 70% 25% (0%) 5% Fiverr International Ltd. $223.47 $8,010 $487 $372 $7,894 27.3x 20.2x NM NM 54% 35% 7% 16% Grubhub Inc. $70.56 $6,580 $413 $615 $6,782 3.1x 2.6x 29.3x 20.1x 21% 17% 10% 13% Deliveroo plc $3.56 $6,514 $0 $0 $6,514 2.6x 2.1x NM NM NA 23% (14%) (12%) Vroom $47.69 $6,466 $1,056 $347 $5,757 2.3x 1.4x NM NM 86% 60% (10%) (5%) Upwork Inc. $49.60 $6,248 $170 $35 $6,113 13.3x 10.9x NM NM 26% 22% 3% 7% Coursera $44.85 $5,719 $0 $0 $5,719 15.9x 12.5x NM NM NA 27% (15%) (11%) Stitch Fix $46.69 $4,965 $307 $160 $4,818 2.2x 1.8x NM NM 22% 17% (3%) (0%) Poshmark $43.88 $3,293 $262 $55 $3,086 9.5x 7.4x NM NM 24% 29% 2% 4% Shutterstock $90.55 $3,310 $364 $40 $2,986 4.1x 3.8x 17.0x 15.7x 10% 7% 24% 24% The RealReal $25.22 $2,266 $355 $279 $2,190 5.1x 3.9x NM NM 41% 29% NM (11%) ThredUp Inc. $18.58 $1,688 $0 $0 $1,688 8.0x 6.2x NM NM NA 30% NM (5%) Summary Statistics Mean 8.5x 6.6x 23.3x 19.2x 40% 28% 6% 9% Median 6.9x 4.7x 20.8x 17.9x 33% 29% 2% 6% E-Commerce Amazon.com $3,481.69 $1,755,178 $84,396 $101,229 $1,772,011 3.7x 3.2x 24.5x 19.5x 25% 18% 15% 16% JD.com $79.38 $122,558 $22,465 $4,833 $110,146 0.8x 0.6x 30.1x 20.2x 27% 21% 3% 3% Coupang $44.00 $75,466 $0 $0 $75,466 3.9x 2.8x NM NM NA 40% (2%) (1%) Wayfair Inc. $312.41 $32,402 $2,591 $3,626 $33,437 2.1x 1.7x 45.4x 30.5x 12% 20% 5% 6% Zalando SE $107.52 $27,217 $3,292 $2,163 $26,088 2.1x 1.8x 32.4x 26.4x 25% 20% 7% 7% Vipshop Holdings Limited $32.66 $22,457 $2,989 $414 $20,019 1.0x 0.9x 13.9x 11.8x 25% 13% 7% 8% Ocado Group plc $30.30 $22,393 $2,811 $1,873 $21,550 5.7x 4.9x NM NM 20% 16% 3% 5% Rakuten Group $13.36 $21,042 $36,715 $24,102 $8,626 0.6x 0.5x 17.2x 4.2x 6% 11% 3% 12% ZOZO $34.70 $10,595 $557 $181 $10,219 6.9x 6.5x 22.1x 20.4x 10% 6% 31% 32% ContextLogic Inc. $15.20 $9,394 $2,129 $52 $7,317 2.2x 1.8x NM NM 33% 21% (6%) 0% ASOS Plc $72.54 $7,225 $128 $459 $7,556 1.4x 1.1x 14.4x 13.9x 29% 22% 9% 8% boohoo group plc $4.68 $5,839 $461 $18 $5,397 2.1x 1.5x 19.5x 15.5x 38% 43% 11% 9% Shop Apotheke Europe N.V. $224.05 $4,018 $157 $47 $3,908 2.7x 2.1x NM NM 21% 31% 3% 3% Zur Rose Group AG $379.20 $3,630 $340 $595 $3,885 2.0x 1.4x NM NM 11% 44% (3%) 0% Hims & Hers Health $12.21 $2,318 $100 $0 $2,218 11.0x 9.2x NM NM 40% 19% NM (9%) AO World plc $3.95 $1,868 $110 $137 $1,893 0.8x 0.7x 19.5x 15.3x 19% 14% 4% 4% 1-800-FLOWERS.COM $24.38 $1,581 $371 $278 $1,489 0.7x 0.7x 7.7x 7.7x 16% (0%) 10% 10% Boozt AB (publ) $24.08 $1,534 $209 $86 $1,412 2.2x 1.9x 24.7x 20.3x 23% 17% 9% 9% Westwing Group AG $57.22 $1,162 $128 $35 $1,065 1.7x 1.4x 19.0x 19.3x 20% 20% 9% 7% Kogan.com Ltd $8.41 $895 $61 $10 $844 2.5x 1.2x 13.9x 12.1x (32%) 111% 18% 10% home24 SE $24.80 $720 $128 $73 $665 0.9x 0.7x 44.8x 38.1x 24% 24% 2% 2% PetMed Express $30.91 $621 $107 $0 $515 1.6x 1.6x 11.5x 10.9x 4% 3% 14% 14% Summary Statistics Mean 2.7x 2.2x 22.5x 17.9x 19% 24% 7% 7% Median 2.1x 1.5x 19.5x 17.4x 21% 20% 7% 7% Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. 43 GCA is a global investment bank that provides strategic M&A, capital markets and private funds advisory services to growth companies and market leaders. The firm offers worldwide coverage with over 500 professionals in 25 offices across America, Asia and Europe. Built by the people that run the business, GCA is a firm of experts who focus on deals that require commitment, original perspective, skill and exceptional networks. www.gcaglobal.com

This report was prepared by GCA Advisors, LLC, a registered broker-dealer and member of FINRA and SIPC. Sources of data include Capital IQ and other news organizations. Information obtained from third- party sources is considered reliable, but we do not guarantee that the information herein is accurate and complete. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein; past performance does not guarantee future results. Recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or any other decision.

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