Technology, Media, & Telecom

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TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 2Q 2017

www.harriswilliams.de

Harris Williams & Co. Ltd is a private limited company authorised and regulated by the Financial Conduct Authority, incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan.

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. HARRIS WILLIAMS & CO. OVERVIEW

CONTENTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM . IDM OVERVIEW KEY FACTS . SELECT M&A TRANSACTIONS – 2Q 2017 . IDM M&A ACTIVITY . Over 125 transactions closed in the IDM SECTOR OVERVIEWS London Beijing . past 24 months Frankfurt Minneapolis Cleveland . IDM PRIVATE PLACEMENTS OVERVIEW . Approximately 260 professionals across Boston . IDM PUBLIC COMPARABLES OVERVIEW San Francisco Washington D.C. eight offices in the U.S. and Europe Richmond New Delhi Shanghai . TECHNOLOGY IPO OVERVIEW . Strategic relationships in India and China . DEBT MARKET OVERVIEW Hong Kong . 10 industry groups Mumbai . Appendix: Public Comparables Detail TMT CONTACTS UNITED STATES Jeff Bistrong HW&Co. Office Managing Director 2017 Investment Bank of the 2016 PE Investment Bank of the Deal of the Year by Buyouts Investment Bank of the Year Network Office [email protected] Year by Mergers & Acquisitions, Year by Global M&A Network Magazine by Global M&A Network Sam Hendler HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS Managing Director [email protected] Mike Wilkins INTERNET & DIGITAL MEDIA SOFTWARE / SAAS Managing Director [email protected] . Online Marketing . eCommerce . Enterprise Software . IT and Tech-enabled & Data Analytics . Media, Content, & Gaming . Data and Analytics Services EUROPE . Infrastructure and . Data Center and Thierry Monjauze Security Software Managed Services Managing Director [email protected] TMT VERTICAL FOCUS AREAS TO SUBSCRIBE PLEASE EMAIL: . Education Tech . Fintech . Manufacturing . Public Sector and Non-Profit *[email protected] . Energy, Power, and . Healthcare IT . Professional Services . Supply Chain, Transportation, Infrastructure . Human Capital Management and Logistics

SELECT 2017 AND 2016 HW&CO. TMT TRANSACTIONS

has received has received a majority has received a majority has received a majority has been has been acquired by has been acquired by has been acquired by has been acquired by has acquired a growth has been acquired by has been acquired by Investment from investment from investment from recapitalized by investment from

www.harriswilliams.de PAGE | 1 HARRIS WILLIAMS & CO. INTERNET & DIGITAL MEDIA (IDM) OVERVIEW

Primary IDM Contact ABOUT THE SECTOR Mike Wilkins Managing Director Harris Williams & Co.’s Technology, Media & Telecom (“TMT”) Group is dedicated to providing 575 Market Street, 31st Floor superior merger & acquisition and capital markets advisory services to market leading companies. San Francisco, California 94105 We are pleased to issue the 2Q 2017 Internet & Digital Media Sector Update, which provides Office: 415.217.3411 commentary and analysis on the current IDM M&A environment and market trends. Mobile: 415.722.4550 [email protected]

SECTION CONTENTS

Online Marketing eCommerce • Digital Marketing • Marketplace • Diversified / Marketing Cloud • Travel • Agencies • eCommerce Enablement • Online Advertising • Flash Sales, Promotional, and Coupons • Advertising Networks / Search Portals • Vertical eCommerce

Data Analytics Media, Content, and Gaming • Consumer Data • Digital Media • Diversified Data • Online Content • Subscription Data • Social Media • Gaming

SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS

Leading Provider of Leading city Provider of B2B Leading Baarsma B2C trades as: Leading B2C provider of membership attraction pass news, inbound eCommerce advertising, management provider information, demand wine retail eCommerce, A portfolio company solutions, career across Europe data, software generation platform in of brand center and job and North and custom and sales Europe has been acquired by has been acquired by has been acquired by has been acquired by a portfolio company of protection, and board software, America content conversion promotional has been acquired by an LMS, and solutions for platform intelligence advertising and the travel has been acquired by solutions media solutions industry

PAGE | 2 DEAL SPOTLIGHT – MARKET TRACK HW&Co.’s TMT Group advised Aurora Capital and its portfolio company, Market Track, on its sale to Vista Equity.

. In partnership with Aurora Capital, Market Track has transformed into the market leading intelligence platform, delivering unique and mission-critical data solutions across the promotional, pricing, and advertising spectrum.

. The acquisition by Vista Equity will begin the next phase of growth for Market Track by pairing the Company’s industry leadership with Vista's unique investment and has been acquired by operating model for high-growth SaaS companies.

. Market Track will remain focused on providing unmatched competitive intelligence to its customers as it continues to expand its coverage of new geographies and media types—leveraging industry-leading technology to deliver best-in-class, unified market intelligence.

ABOUT MARKET TRACK

. Market Track is the leading provider of data-driven market intelligence solutions that enable retailers, brands, manufacturers, agencies, and brokers to analyze their advertising, promotional, and pricing initiatives to make more informed decisions, driving increased revenue and higher return on investment. . More than 2,100 clients use Market Track’s capabilities to determine how competing retailers, products, and brands are being advertised, priced, and promoted both in- store and online. . Market Track is based in Chicago, IL and has offices across the world.

PAGE | 3 SELECT IDM M&A TRANSACTIONS(1)(2)

Eurazeo and Goldman’s acquisition of Dominion Web Services Closed 6/19/17 . Dominion Web Solutions is the leading online classifieds marketplace and software solution provider, bringing buyers and sellers together on a user-friendly platform. . Dominion Web Solutions, owned by Landmark Media Enterprises, has achieved significant scale with over 6,700 dealers, ~4 million unique listings and over 7 million average unique monthly visitors across its platforms, which include RV Trader and Cycle Trader among other Trader properties. Ent. Value: $680m EV / Revenue: N/A . The partnership will provide the Company with strategic, operational and financial support for growth, including for potential Revenue: N/A EV / EBITDA: N/A acquisitions in adjacent markets and internationally.

PetSmart acquisition of Chewy Closed 5/31/17 . Founded in 2011, Chewy is a leading online retailer of premium pet products that combines the expertise of a local pet store with the convenience of a customer-centric online shopping experience. . Chewy (a portfolio company of Volition Capital and Verlinvest) has been one of the fastest growing eCommerce retailers. . With 43% market share of the online pet food market (only behind Amazon’s 48%), Chewy provides PetSmart immediate traction in shifting more of its business online and the ability to build on its strong customer reputation. Ent. Value: $3.4b EV / Revenue: N/A Revenue: N/A EV / EBITDA: N/A

Harland Clarke’s acquisition of RetailMeNot Closed 5/23/17 . RetailMeNot is a leading online aggregator of digital coupons and offers from retailers, restaurants and brands, both online and in-store. . Operating the largest coupon sites in the US and UK, RetailMeNot facilitated $4.4 billion+ in global sales in 2016 with 48% of site traffic coming from mobile. . In 2013, Harland Clarke acquired Valassis Communications, a direct mailer company, for $1.31 billion and plans to use Ent. Value: $395m EV / Revenue: 1.3x RetailMeNot as a new digital channel to extend the reach of the coupons and promotions it manages. Revenue: $295m EV / EBITDA: 14.3x

Oracle’s pending acquisition of Moat Announced 4/18/17 . Moat is a cloud-based advertising analytics company that provides real-time, multi-platform insights to its clients, helping verify human traffic and measure how consumers interact with online ads. . In March 2016, Moat raised $50 million in Series C funding led by Insight Venture Partners to develop a metric that could be used as currency to buy and sell digital ads, challenging traditional ad billing metrics from Google, Nielson, and comScore. . Moat will continue as an independent platform in the Oracle Data Cloud, complementing other acquired assets such as Ent. Value: $850m EV / Revenue: N/A Datalogix and Bluekai in helping Oracle build out a more holistic solutions suite. Revenue: N/A EV / EBITDA: N/A

OMER’s pending acquisition of Inmar Announced 4/4/17 . Inmar is an eCommerce and data analytics intermediary focused on promotional coupons, returns management, and pharmaceutical services. . The Company has steadily grown beyond eCommerce and into analytics and engagement solutions, which will provide an important growth vector in the near term. . OMERS’ acquisition is consistent with their past strategy of acquiring assets with excellent long-term fundamentals and Ent. Value: N/A EV / Revenue: N/A partnering with management to accelerate growth. Revenue: N/A EV / EBITDA: N/A

PAGE | 4 IDM ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS(1)

MOST ACTIVE STRATEGIC ACQUIRERS OF IDM ASSETS BY VOLUME

(Number of Transactions)

. The most active strategic acquirers of 2017 IDM assets made a combined 9 6 acquisitions in 2Q 2017, bringing the total 1 2016 4 acquisition count amongst these 14 2015 acquirers to 24 in YTD 2017. 6 2014

. Though activity has slowed slightly in 1H 7 2013 2017, strategics are continuing to pay a 13 1 2012 premium for assets that align with their 3 corporate strategies. 4 17 7 . Walmart has remained the torchbearer 9 6 19 2 6 3 of big box retail's transition to 2 2 6 3 3 2 1 7 4 4 2 1 eCommerce, acquiring four companies 7 3 2 4 3 3 in 2Q including the marquee acquisition 5 4 2 4 2 4 5 5 4 2 3 4 1 of Bonobos. 2 3 3 3 1

GLOBAL STRATEGIC ACQUIRER IDM M&A ACTIVITY BY VOLUME

(Number of Transactions) . 2Q 2017 saw a decrease in M&A activity over the prior quarter with strategic M&A activity decreasing from 160 transactions in 1Q 2017 to 118 in 2Q 2017. . 2Q 2017 activity saw a volume decrease of 26.3% from 1Q 2017 and a modest 0.8% decrease from 2Q 2016. . YTD 2017 has followed a similar year- over-year trend to 2016, with second 228 215 quarter activity falling after a strong first 206 185 189 195 193 quarter. 164 160 141 133 119 118

Q2 - 14 Q3 - 14 Q4 - 14 Q1 - 15 Q2 - 15 Q3 - 15 Q4 - 15 Q1 - 16 Q2 - 16 Q3 - 16 Q4 - 16 Q1 - 17 Q2 - 17

PAGE | 5 IDM ACQUISITION ACTIVITY – PRIVATE EQUITY INVESTORS(1)

MOST ACTIVE PRIVATE EQUITY INVESTORS OF NEW IDM PLATFORMS BY BUYOUT VOLUME

(Number of Transactions) . The ten most active private equity 2017 investors of new IDM assets 3 2016 maintained roughly historical levels with 11 platform acquisitions 2015 completed in 2Q 2017 and a total of 11 2 2014 16 YTD 2017. 3 2013 7 . Vista Equity Partners remains one of 4 1 2012 the more prolific acquirers of new IDM 6 1 4 1 1 2 platforms, logging 2 additional IDM 6 7 2 1 acquisitions in 2Q 2017: Market Track 7 4 2 2 1 5 1 3 and Lithium Technologies. 3 7 3 6 7 4 5 3 5 4 5 4 3 2 1 5 1 1 2 3 4 3 3 3 2 2 2 2 1

GLOBAL NEW PLATFORM PRIVATE EQUITY IDM M&A ACTIVITY BY BUYOUT VOLUME

(Number of Transactions) . Following the dip in private equity activity in 2Q 2016, IDM M&A volume has maintained and is expected to maintain a higher level of activity. . Private equity IDM M&A volume held constant at 15 deals, while total platform investments YoY increased by 66.7%. . Private equity activity is expected to pick-up through the remainder of 29 2017. 24 21 19 19 17 17 17 15 15 15 9 10

Q2 - 14 Q3 - 14 Q4 - 14 Q1 - 15 Q2 - 15 Q3 - 15 Q4 - 15 Q1 - 16 Q2 - 16 Q3 - 16 Q4 - 16 Q1 - 17 Q2 - 17

PAGE | 6 ONLINE MARKETING – M&A MARKET SUMMARY(1)

ONLINE MARKETING M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

(Number of Transactions) (Enterprise Value / Revenue) . Online Marketing M&A deal volume decreased by 33.3% since last quarter, bringing the 87 3.0x 2.8x deal volume to the lowest 76 76 2.6x level within the last 3 years. 2.5x 68 2.3x 65 2.3x . Private equity maintained 2.2x 58 57 2.0x steady investment activity in 1.9x 1.8x the vertical in 2Q 2017 1.6x 1.6x accounting for ~14% of overall 42 42 1.4x 37 38 buyers. 35 . Median multiples decreased 28 from 1.8x 1Q 2017 to 1.4x in 2Q 2017 and inching below the previous low of 1.6x seen in 1Q 2016. 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17

NOTABLE ONLINE MARKETING M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE

. While strategics continue to Pending Orient Hontai Capital AppLovin Corp. Operates a mobile marketing platform. $1,400 6.0x

represent the majority of total Pending OMERS Private Equity Inmar, Inc. Provides technology enabled promotion and inventory, logistics, and settlement services. NA NA buyers, there’s been an uptick Pending Oracle Corp. Moat, Inc. Develops technologies and products for brand advertisers and premium publishers. $850 NA in private equity activity in the Pending NinthDecimal, Inc. MoLOGIQ, Inc. Provides mobile advertising and data platform. NA NA vertical, with notable Pending Link Information Technology Flint Studios Ltd. Provides web development, design, hosting and digital marketing services. NA NA acquisitions of Inmar by OMERS and etouches by HGGC. Pending Manalto Ltd. Bambu Digital Pty Ltd. Provides software and business management services. NA NA Pending Whirlpool Corp. Yummly, Inc. Operates as a recipe search engine. NA NA . A historically appliance- 07/04/17 Spark New Zealand Ltd. Ubiquity Software Ltd. Develops marketing automation platform and services. NA NA focused brand, Whirlpool, is 06/23/17 Altice NV Teads France SASU Provides platforms for bloggers and advertisers. $306 NA pending an acquisition of 06/15/17 KKR & Co. Travelopia Holdings Ltd. Operates a network of specialist travel brands that provide experiential services to travelers. $406 0.3x Yummly, a recipe search 06/12/17 Frontier Development Capital Ingenuity Digital Holdings Ltd. Provides search engine optimisation and digital marketing services. $34 2.5x engine. 06/05/17 Snap, Inc. Placed, Inc. Provides mobile analytic software. $200 NA 05/09/17 HGGC etouches, Inc. Develops event management software platform. NA NA The expected acquisition of . 05/02/17 Deloitte Digital UK Web Decisions LLC Provides database-driven marketing solutions. NA NA Moat, a developer of 04/28/17 Airbnb, Inc. Vacaleo GmbH Develops internet portal to search hotel rooms. NA NA technologies for advertisers 04/27/17 WPP Digital Deeplocal, Inc. Provides an online advertising platform. NA NA and publishers, by Oracle enhances the Company’s 04/10/17 Amobee, Inc. Turn, Inc. Provides online advertising services. $310 NA media experience offering. MEDIAN $310 2.5x

PAGE | 7 DATA ANALYTICS – M&A MARKET SUMMARY(1)(6)

DATA ANALYTICS SERVICES M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

(Number of Transactions) (Enterprise Value / Revenue) . Data Analytics M&A volume 5.7x saw a decline through 2Q 65 64 65 60 60 2017, with activity levels 59 5.0x 57 58 returning to those seen in the 4.6x second quarter of 2016. 52 4.4x

3.8x 42 . As in prior quarters, the 41 3.5x 40 39 3.4x majority of acquisitions (85%+) 3.1x have been strategic buyers, 3.0x

with financial buyers only 2.3x accounting for five of the 2.1x 2.1x

transactions. 1.6x . Median revenue multiples in the sector decreased to 2.1x, down moderately from the previous quarter. 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17

NOTABLE DATA ANALYTICS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE

. Large strategics like Oracle, Pending Golden Gate Private Equity Neustar, Inc. Provides data and analytics to marketers. $2,733 2.3x

SAP, Gartner, and Apple Pending SAP Abakus, Inc. Provides software solutions for impact analysis and market analysis. NA NA continue to be highly Pending Zhongchang Big Data Corp. Ltd. Shanghai Yunke Network Tech. Operates an intelligent marketing data platform. $168 5.8x acquisitive and are actively Pending Genpact Ltd. Fiserv, Inc. /Item Processing Bus/ Provides data processing services and software system development. NA NA expanding their data analytics Pending IOT Labs Inc Weather Telematics, Inc. Offers road safety data products. $2 NA footprint. 06/29/17 Capitol Acquisition Corp. III Cision US, Inc. Provides media research services. $931 NA . Apple’s acquisition of Lattice 06/29/17 Market Track LLC InfoScout Develops mobile applications for online shopping. NA NA Data for ~$200 million 06/22/17 Iron Mountain Hellas SA MAD DOG SA Provides data storage and management services. $8 NA highlights the Company’s 06/05/17 Snap, Inc. Placed, Inc. Provides mobile analytic software. $200 NA strong push to enhance their 05/13/17 Apple, Inc. Lattice Data, Inc. Offers data analytics solutions. $200 NA machine learning capabilities, 05/09/17 HGGC etouches, Inc. Develops event management software platform. NA NA with similar appetite for A.I. 04/30/17 Advent International Corp. CCC Information Services, Inc. Develops software and provides analytical applications to the insurance sector. $3,000 NA assets occurring across Apple's 04/11/17 Data Blue LLC Williams & Garcia LLC Provides data processing and storing services. NA NA competitive set (Amazon and 04/05/17 Gartner, Inc. CEB, Inc. Provides authoritative data, tools, best practices research and peer insights to enterprises. $3,233 3.4x Samsung were rumored to 04/04/17 The KEYW Corp. Sotera Defense Solutions, Inc. Provides technology-based systems and services for national security agencies. $235 NA also be suitors of Lattice). 04/04/17 Yelp, Inc. Turnstyle Analytics, Inc. Provides customer analytics and location-based marketing solutions for retail stores. $21 NA 04/17/17 Vista Equity Partners Management Market Track LLC Offers web-based competitive advertising analysis services. $625HW & Co. Info6.8x

MEDIAN $218 4.6x

PAGE | 8 ECOMMERCE – M&A MARKET SUMMARY(1)(6)

ECOMMERCE M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

(Number of Transactions) (Enterprise Value / Revenue) . eCommerce M&A volume in 2Q 2017 saw an uptick from the 64 7.4x historical median of ~42 deals, 6.7x 6.3x representing a 14% increase over 54 52 5.8x the previous quarter. 48 46 44 5.0x . Strategic buyers remain heavily 42 42 42 40 active in the space comprising 37 4.2x 4.3x 35 35 88% of all buyers in 2Q 2017. 3.7x . Reported multiples have decreased moderately on 2.5x average against both last quarter 1.9x 1.7x 1.4x and 2Q 2016. 1.2x

2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17

NOTABLE ECOMMERCE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE . Amazon’s pending $13.5 billion Pending Rakuten Kobo Tolino Provides an e-reading platform in Germany. NA NA

acquisition of Whole Foods Pending Flipkart Internet Pvt Ltd. eBay India Pvt Ltd. Operates an auction web site. $200 NA catapults the eCommerce Pending Amazon.com, Inc. Whole Foods Market, Inc. Owns and operates natural and organic food supermarkets. $13,481 0.7x

giant into a large network of Pending GrubHub, Inc. Foodler, Inc. Offers online ordering of take-out and delivery food from local restaurants. NA NA

physical stores, accelerating its Pending Wal-Mart Stores, Inc. Bonobos, Inc. Operates an online men's clothing stores. $310 NA same-day grocery delivery Pending OMERS Private Equity Inmar, Inc. Provides technology enabled promotion and inventory, logistics, and settlement services. NA NA offering. 07/24/17 The Priceline Group, Inc. Momondo A/S Owns and operates online flight search engine. $550 NA . Walmart continues to acquire 07/07/17 Shutterstock, Inc. FlashStock, Inc. Provides customized on-demand visual content to brand-based clients and agencies. $50 NA digital-first retailers, buying 07/03/17 Amazon.com, Inc. Souq.com FZ LLC Provides online shopping services. $580 NA Bonobos for $310 million. With 06/29/17 Market Track LLC InfoScout Develops mobile applications for online shopping. NA NA a strategy of expanding its 06/23/17 Expedia, Inc. SilverRail Technologies, Inc. Provides technology solutions for the distribution of train tickets and other rail-related products. NA NA target demographics with new 05/31/17 PetSmart, Inc. Chewy, Inc. Operates an web-based pet food store. $3,350 NA vertically integrated brands, 05/23/17 Harland Clarke Holdings Corp. RetailMeNot, Inc. Operates as a digital coupon marketplace. $395 1.3x Walmart is revamping its 04/28/17 Shopify, Inc. Oberlo UAB Facilitates product sourcing and drop shipping. $15 NA eCommerce model to take 04/25/17 Auto Trader Group Plc Motor Trade Delivery Ltd. Operates online marketplace for the trade delivery of vehicles. NA NA market share from Amazon. 04/17/17 Vista Equity Partners Management Market Track LLC Offers web-based competitive advertising analysis services. $625HW & Co. Info6.8x 04/03/17 Beringer Capital Blue Acorn, Inc. Designs, builds, markets and optimizes eCommerce sites for brands and other online retailers. NA NA

MEDIAN $472 1.3x

PAGE | 9 MEDIA, CONTENT, AND GAMING – M&A MARKET SUMMARY(1)

MEDIA, CONTENT & GAMING M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

(Number of Transactions) (Enterprise Value / Revenue) . There was a moderate decline 85 84 in the level of M&A activity in 80 77 the Media, Content, and 6.0x 5.9x

Gaming from 1Q 2017 with 68 67 strategic continuing to 5.1x 62 4.7x 4.8x represent the majority of 58 4.5x 53 4.2x acquirers. 3.9x 46 47 3.7x . The median reported revenue 38 multiple declined to 1.8x, 2.7x down from 1Q 2017’s 4.5x, and 32 2.6x 2.5x

is at its lowest level of the last 3 1.8x years.

2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17

NOTABLE MEDIA, CONTENT, AND GAMING M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE . The $900 million merger of Pending Tinder Wheel Provides a social network for sharing video stories. NA NA

Cision and Capitol Acquisition Pending DAITO Co., Ltd. GreenSnap KK Operates a social media application for plants and gardening enthusiasts. NA NA

Corp. has officially closed. Pending Future Investment Co., Ltd. Matchalarm, Inc. Develops a matchmaking application. NA NA Company now trades on the Pending GREE, Inc. 3Minute, Inc. Engage in motion picture production business. $38 9.8x

NYSE under ticker CISN. Pending Glory Sino Ltd. Loovee Holdings, Inc. Develops mobile social networking platform. $129 NA . IAC/InteractiveCorp agreed Pending Zhejiang Jinke Entertainment Outfit7 Develops mobile gaming apps. $1,000 7.4x to buy consumer- Pending Charles Zhang Changyou.com Ltd. Develops and operates online games. $1,743 3.3x recommendation website Pending IAC/InterActiveCorp. Angie's List, Inc. Provides ratings, reports and reviews about service companies. $526 1.7x Angie’s List Inc. for over $500 Pending Modern Times Group AB Kongregate, Inc. Provides online games for players and developers. $55 NA million, intending to combine 06/29/17 Capitol Acquisition Corp. III Cision US, Inc. Provides media research services. $931 NA the business with its own 06/28/17 Creative Drive, Inc. Doubledigit Provides customized content solutions. NA NA HomeAdvisor online-review 06/23/17 Altice NV Teads France SASU Provides platforms for bloggers and advertisers. $306 NA network and create a new 06/06/17 Twenty-First Century Fox, Inc. Aftershock Services, Inc. Develops mobile games. $100 NA publicly traded company. 06/01/17 Olympus Corporation Image Stream Medical, Inc. Develops network-based image management and virtual collaboration solutions. $87 NA 05/23/17 Supercell Oy Space Ape Games (UK) Ltd. Develops and manufactures hand-crafted mobile and tablet games. $90 NA 05/02/17 Modern Times Group AB InnoGames GmbH Develops and distributes online games. $564 5.2x

04/03/17 MeetMe, Inc. Ifwe, Inc. Operates social networking site. $60 NA

MEDIAN $129 5.2x

PAGE | 10 SELECT RECENT IDM PRIVATE PLACEMENTS(7)

ROUND TOTAL DATE COMPANY SECTOR ROUND INVESTORS (CURRENT ROUND) DESCRIPTION SIZE ($M) RAISED ($M)

Data & Provider of cloud-based machine data analytics Sumo Logic 06/27/17 F $235 $75 Sapphire Ventures, Accel, Greylock Partners, Others Information Services service

Freshly 06/20/17 eCommerce C $77 $107 Nestle USA, Insight Venture Partners, Others Provider of ready to eat home delivered meals

Tresalia Capital, IVP, Norwest Venture Partners, New Provider of an online platform designed to sell bedding Casper Sleep 06/19/17 eCommerce C $170 $240 Enterprise Associates, Others products

Data & Union Grove Venture Partners, Time Warnter, Draper Provider of a data and analytics platform designed to Samba TV 06/19/17 B $30 $40 Information Services Associates, Others measures real-time viewership data

Provider of an online marketplace and forum for home Houzz 06/08/17 eCommerce E $400 $614 Iconiq Capital, GGV Capital, Sequoia Capital, Others remodeling and design services

AdTech & Marketing Accel, Alven Capital Partners, Point Nine Capital, Developer of a hosted search platform designed to Algolia 06/08/17 B $53 $74 Solutions Others increase user engagement and conversions

Operator of designer resale store intended to The RealReal 06/06/17 eCommerce F $50 $173 Great Hill Partners revolutionize the luxury business

Media, Content & Provider of a content sharing platform designed for Pinterest 06/06/17 Late Stage $150 $1,470 Undisclosed Investors Gaming collecting, organizing and sharing items from the web

Media, Content & Adams Street Partners, Bessemer Venture Partners, Developer of a social music application designed to Smule 05/17/17 Late Stage $54 $157 Gaming Floodgate Fun, Others connect the world through music

Media, Content & GDP Venture, JG Summit Holdings, Farallon Capital Developer of a multiple use mobile platform designed Garena 05/08/17 Late Stage $660 $722 Gaming Management, Others for entertainment and communication

Data & Uptake Technologies 04/20/17 C $90 $141 Revolution Developer of a predictive analytics platform Information Services

Getaround 04/20/17 eCommerce C $45 $88 Braemar Energy Ventures Provider of a peer-to-peer, car-sharing marketplace

Accel, Haystack Partners, Causeway Media Partners, Developer of a ticket search engine for fans to buy and SeatGeek 04/18/17 eCommerce D $57 $160 Others sell tickets to events

AllianceBernstein, Baillie Gifford, Flat World Partners, Lyft 04/11/17 eCommerce Late Stage $600 $2,610 Provider of peer-to-peer transporation services Graphene Ventures, InMotion Ventures, KKR

Note: Financial information presented above represents reported capital raised only. PAGE | 11 PUBLIC IDM VALUATION MULTIPLES BY SECTOR(1)

STOCK PERFORMANCE (1- & 3-YEAR) LTM REVENUE MULTIPLE ANALYSIS 2Q 2017 VS. 2Q 2016

Internet Bellwethers 32.1% 121.8% 9.0x 2Q 2016 2Q 2017

Social Media 23.7% 7.4x 32.2%

Advertsiting Networks/Search Portals 18.8% 5.7x ( 8.7%) 5.4x 5.4x 5.4x 5.5x 5.0x5.1x 4.5x 4.4x 4.3x 4.3x 4.4x Diversified/Marketing Cloud 34.7% 4.2x 40.8% 3.6x 3.4x 2.9x 16.5% 2.7x 2.7x 2.8x 2.6x Subscription Data 2.3x 2.4x 40.6% 2.1x 1.9x 2.0x1.8x 1.6x 1.7x

Diversified Data 4.1% 26.8% 0.4x0.5x

Gaming 54.5% 177.3%

Travel 38.3% 23.7%

9.9% Consumer Data LTM EBITDA MULTIPLE ANALYSIS 2Q 2017 VS. 2Q 2016 7.2%

37.2% Vertical eCommerce 65.3% 2Q 2016 2Q 2017 32.9x 33.0x

Digital Media & Online Content 40.3% 17.7% 26.0x 42.2% 24.4x Marketplace 15.7% 22.5x 22.5x 22.2x

18.4x 19.5x 37.6% 18.5x 17.7x 17.9x17.9x 17.3x Online Advertising 17.7x ( 12.9%) 15.8x 15.8x16.9x 14.9x 15.3x 15.6x 15.1x 15.1x 15.1x 2.0% 13.4x 13.8x 13.6x 13.4x 11.9x 12.4x Flash Sales / Promotional / Coupons ( 47.1%) 10.3x10.0x

Agencies 2.8% 15.4%

Digital Marketing 23.4% ( 34.1%)

1-Year Performance 3-Year Performance

As of June 30, 2017. PAGE | 12 KEY METRICS BY SECTOR – COMPARABLE PUBLIC IDM COMPANIES(1)

COMP SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

EV / LTM REVENUE MULTIPLE NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN

Internet Bellwethers 9.0x 39% 44% 29% 80% - 56%

Social Media 5.7x 22% 48% 32% 63% - 96%

Advertsiting Networks/Search 16% 24% 28% 46% 38% 23% Portals 5.4x

Diversified/Marketing Cloud 5.5x 9% 29% 30% 76% 7% 15%

Subscription Data 5.1x 7% 10% 32% - - 90%

Diversified Data 4.5x 6% 18% 29% 36% 55% 59%

Gaming 4.3x 14% 18% 32% 12% 14% 30%

Travel 3.6x 15% 36% 16% 59% 23% 69%

Consumer Data 3.4x 7% 17% 28% - - 78%

Vertical eCommerce 2.9x 4% 54% 13% 67% - 78%

Digital Media & Online 9% 39% 18% 75% - 71% Content 2.7x

Marketplace 2.7x 20% 47% 18% 67% - 78%

Online Advertising 2.6x 13% 42% 17% 61% - -

Flash Sales / Promotional / 3% 105% 2% - - - Coupons 1.8x

Agencies 1.7x 2% 6% 16% 64% - 97%

Digital Marketing 0.5x 0% 118% 6% 84% 45% 53%

As of June 30, 2017. PAGE | 13 SUMMARY OF TECHNOLOGY IPOS(1)

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

$0 - 50M $50 - 100M $100 - 250M $250M + . The market for technology IPOs continues to gain traction, with six companies listing in 2Q 18 2017. As global indexes continue to reach new highs on a regular basis, driven largely 16 15 by record growth in technology stocks, private companies are increasingly view the 13 13 public markets as a viable source of

11 11 liquidity.

9 8 7 6 6 5 5 4 3 2

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 4Q-16 1Q-17 2Q-17

2013 Total: 48 2014 Total: 47 2015 Total: 31 2016 Total: 15 2017 YTD Total: 11

OFFERING SIZE AT IPO (LTM) MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)

(All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months)

$0 - 50M $50 - 100M $100 - 250M $250M + $0-50M $50-500M $500M-$1B $1B+ < 25% 25 - 75% > 75%

13% 17% 19% 25% 33%

46% 29%

42% 29% 48%

PAGE | 14 KEY PERFORMANCE METRICS FOR RECENT IDM IPOS(1)

600.0% 589.5% IPO* -

150.0% 107.0% 106.2% 90.5% 85.7% 87.0% 51.3% 72.5% 100.0% 52.4% 61.1% 56.4% 53.3% 59.4% 47.3% 50.4% 43.5% 38.4% 23.5% 50.0% 9.1%

0.0% 411.2% 1 Year Year Growth 1Revenue % Pre (50.0%)

300.0%

250.0%

200.0%

150.0% 165.1% 163.0% 160.7%

115.1% 100.0% 107.2%

67.7% 50.0% 44.8% 42.6% 39.4%

5.9% 4.5% 0.0%

Stock Performance Performance Stock Since Offering (6.9%) (6.3%) (6.6%)

(50.0%) (35.5%) (65.7%) (63.3%)

(100.0%) (100.0%) Circle Size Denotes Revenue ($)

IPO DATE 4/1/14 7/17/14 7/23/14 9/18/14 10/1/14 10/9/14 12/10/14 3/5/15 3/19/15 4/15/15 5/20/15 7/1/15 11/18/15 11/18/15 7/11/16 12/15/16 3/1/17 3/24/17 6/29/17

OFFER PRICE $15.0 $7.0 $11.0 $68.0 $29.0 $25.0 $15.0 $11.5 $3.5 $16.0 £17.0 $26.0 $9.0 $12.0 $32.8 $11.0 $17.0 $14.0 $10.0

OFFERING SIZE ($M) $101.6 $43.8 $91.7 $21,767.2 $319.0 $125.0 $870.0 $74.8 $2,042.0 $266.7 £130.9 $192.5 $243.0 $400.0 $1,140.5 $287.2 $3,400.0 $126.0 $300.0

OFFER TO CURRENT (65.7%) (100.0%) (6.9%) 107.2% 165.1% 163.0% (63.3%) (35.5%) 42.6% (6.3%) 411.2% 67.7% 160.7% 44.8% 5.9% 115.1% 4.5% 39.4% (6.6%)

As of June 30, 2017. * Reflects % growth of revenue over the course of the full-year leading up to IPO. PAGE | 15 DEBT MARKET OVERVIEW(3)(4)(5)

MIDDLE MARKET LBO LOAN MULTIPLES2,3 MIDDLE MARKET LBO VOLUME BY QUARTER2,3

Defined as Issuers with EBITDA of $50 Million or Less Defined as Issuers with EBITDA of $50 Million or Less . Median middle market LBO loan FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA Institutional Pro Rata multiples in 1H 2017 remained in line with the prior three years at $2.0B 5.6x $1.9B 5.3x leverage. 5.3x 5.3x 5.3x 5.3x $1.8B 4.7x 4.7x 4.8x $1.7B . Middle market LBO 4.5x 4.5x $1.6B 4.3x 4.2x 4.3x $1.5B loan volume 4.0x 3.8x 3.8x increased to $1.7 $1.2B $1.2B 3.4x 3.3x $1.2B billion in 2Q 2017, $1.1B continuing the $0.9B $0.9B upward trend over the $0.7B last three quarters.

$0.4B

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1H'17 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 2Q'17

LBO LOAN VOLUME BY INDUSTRY2,3 MEDIAN LBO DEBT PERCENTAGES4

Percentage of Total Purchase Price . Technology 1H 2017 New Issue LBO Loans companies have been Computers & Electronics 27.9% the largest recipients 66% of LBO loans in 1H 2017, representing Services & Leasing 20.4% 60% 60% 60% 27.9% of new issuance. 58% 56% 57% 55% . Median LBO debt Healthcare 7.3% 50% 51% percentages increased to 56% of total purchase price in Chemicals 7.0% 1H 2017. Manufacturing 5.2%

Food & Beverage 3.6%

Other 28.6% 2008 2009 2010 2011 2012 2013 2014 2015 2016 1H'17

PAGE | 16 SELECT HW&CO. TMT TRANSACTIONS

majority investment growth Investment majority investment majority investment acquired by acquired by acquired by acquired by acquired acquired by acquired by recapitalized by acquired by acquired acquired by from from from from

B2C

acquired by acquired by acquired by acquired by acquired by recapitalized by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by

acquired a majority majority investment minority investment strategic investment significant equity acquired by acquired by investment from recapitalized by acquired by acquired by merged with acquired by acquired by merged with stake in from from from investment from

a portfolio company of growth equity acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from

recapitalized by management

acquired by

significant equity acquired by acquired by acquired by acquired by majority recapitalized by acquired by acquired by acquired by acquired by acquired acquired by acquired by investment from recapitalization by and

significant equity minority investment minority investment acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from from from

GFI Energy Group a division of

acquired by acquired by strategic investment acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by from and and

PAGE | 17 APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY UNIVERSE

Internet Belwethers Alphabet Amazon.com Facebook

Digital Marketing Bazaarv oice TechTarget QuinStreet Matomy Media Harte-Hanks

Div ersified / Marketing Cloud Microsoft Oracle IBM SAP Adobe salesforce.com HubSpot

Agencies WPP Omnicom Group Publicis Groupe Dentsu Interpublic Group

Endurance Online Adv ertising GoDaddy Wix.com Web.com Tucows Marchex International Online Marketing Online Adv ertising Networks / Search Portals Alphabet Baidu Yahoo NAVER Yandex

Consumer Data Experian Equifax Alliance Data Nielsen TransUnion Fair Isaac Dun & Broadstreet Axiom comScore

Div ersified Data Thomson Reuters IHS Markit Verisk Analytics Informa Dun & Bradstreet Data & Data & Analytics Subscription Data S&P Global Moody's Wolters Kluwer Gartner MSCI FactSet Morningstar Forrester

Marketplace Amazon.com Alibaba Group JD.com eBay Rakuten Liberty Interactiv e MercadoLibre Shopify 58.com Wayfair

Marketplace (cont'd) LendingClub Ov erstock.com

Trav el Priceline Ctrip.com Expedia TripAdv isor MakeMyTrip Triv ago Trav elzoo

Quotient Flash Sales / Promotional / Coupons Groupon eCommerce Technology

1-800- Vertical eCommerce GrubHub Cimpress Stamps.com Etsy Shutterfly Shutterstock Chegg PetMed Express eHealth FLOWERS.COM

Digital Media & Online Content Tencent Netflix IAC SINA Corperation WebMD Health Pandora Sohu.com Blucora XO Group TechTarget

Digital Media & Online Content (cont'd) Leaf Group Townsquare Media

Social Media Facebook Twitter Snapchat Weibo Momo Match Group Spark Gaming

Take-Two Ubisoft Gaming Nintendo Activ ision Blizzard NetEase Electronic Arts Zynga GREE Glu Mobile Media / Content / Media / Content Interactiv e Entertainment

PAGE | 18 APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2017E Rev. LTM EBITDA Earnings

Internet Bellwethers Internet Bellwethers Alphabet Inc. GOOGL $563,275 $591,999 92.2% 32.1% 57.2% 21.9% (3.6%) 32.1% 5.7x 6.4x 17.7x 30.6x Amazon.com, Inc. AMZN 478,424 462,680 95.2% 35.3% 191.2% 27.1% 22.4% 8.3% 3.2x 2.9x 38.3x NM Facebook, Inc. FB 410,090 357,035 96.5% 32.1% 121.8% 54.2% 32.2% 54.8% 12.4x 10.7x 22.5x 27.2x Digital Marketing Median $478,424 $462,680 95.2% 32.1% 121.8% 27.1% 22.4% 32.1% 5.7x 6.4x 22.5x 28.9x

Diversified / Marketing Cloud

Digital Marketing Agencies Bazaarv oice, Inc. BV-US $352 $417 80.7% 23.4% (38.0%) 2.4% 1.0% 1.9% 1.7x 1.7x NM NM TechTarget, Inc. TTGT-US 296 285 97.9% 28.0% 17.3% (4.7%) 11.9% 10.5% 2.8x 2.7x 26.7x NM Online QuinStreet, Inc. QNST 149 189 90.1% 17.5% (30.2%) 5.5% 6.2% NM 0.5x 0.5x NM NM Advertising Matomy Media Group Ltd MTMY-GB 135 122 75.6% 28.7% NA 15.6% 1.2% 5.6% 0.5x 0.5x 8.7x NM Harte-Hanks, Inc. HHS 17 63 52.6% (35.2%) (85.8%) (9.0%) (3.7%) NM 0.0x 0.0x NM NM Advertising Networks/Search Median $149 $189 80.7% 23.4% (34.1%) 2.4% 1.2% 5.6% 0.5x 0.5x 17.7x NM Portals

Consumer Data Diversified/Marketing Cloud Microsoft Corporation MSFT-US $495,586 $532,175 94.6% 34.7% 64.6% 5.5% 15.9% 37.2% 5.5x 4.8x 14.9x 25.1x Diversified Data Oracle Corporation ORCL 203,657 207,413 96.7% 22.5% 23.0% 1.8% 4.5% 41.7% 5.4x 5.2x 12.9x 22.2x International Business Machines Corporation IBM 178,042 143,360 84.2% 1.4% (17.5%) (2.2%) (0.3%) 19.2% 2.3x 2.3x 11.8x 12.5x Subscription SAP SE Sponsored ADR SAP 127,953 128,137 96.3% 39.5% 35.2% 6.1% 7.9% 26.7% 5.0x 4.8x 18.9x 33.9x Data Adobe Systems Incorporated ADBE 67,727 69,787 95.9% 47.7% 93.7% 23.1% 23.9% 32.4% 10.4x 9.4x 32.3x 48.4x salesforce.com, inc. CRM 60,471 61,602 94.1% 9.1% 46.3% 25.9% 25.3% 7.9% 6.8x 5.9x NM NM Marketplace HubSpot, Inc. HUBS 2,207 2,404 83.8% 51.4% NA 48.9% 26.9% NM 6.9x 6.2x NM NM Median $127,953 $128,137 94.6% 34.7% 40.8% 6.1% 15.9% 29.6% 5.5x 5.2x 14.9x 25.1x Travel

Flash Sales / Promotional / Agencies Coupons WPP Plc WPP-GB $32,822 $26,684 84.4% 1.1% (3.4%) 17.6% (2.2%) 16.3% 1.7x 1.8x 10.4x 14.1x Omnicom Group Inc OMC 23,166 19,294 92.5% 1.7% 15.4% 1.9% 0.6% 15.1% 1.5x 1.5x 10.0x 16.5x Vertical eCommerce Publicis Groupe SA PUB-FR 19,331 16,858 95.3% 10.8% (12.2%) 1.4% 7.5% 19.4% 1.8x 1.7x 9.1x NM Dentsu Inc. 4324-JP 16,107 13,784 82.3% 2.8% 16.2% (11.0%) 7.2% 21.1% 2.0x 1.9x 9.5x 17.9x Digital Media & Interpublic Group of Companies, Inc. IPG 11,282 9,720 97.1% 6.5% 26.2% 3.1% 4.5% 13.9% 1.4x 1.4x 10.3x 17.3x Online Content Median $19,331 $16,858 92.5% 2.8% 15.4% 1.9% 4.5% 16.3% 1.7x 1.7x 10.0x 16.9x

Social Media

Gaming

As of June 30, 2017. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 19 APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

Online Advertising Internet Bellwethers GoDaddy, Inc. Class A GDDY $4,741 $3,883 95.9% 36.0% NA 15.0% 24.6% 10.9% 2.5x 2.1x 22.9x NM Wix.com Ltd. WIX 2,974 3,164 80.8% 129.3% 244.0% 42.5% 37.7% NM 8.4x 7.0x NM NM Web.com Group, Inc. WEB 1,907 1,293 99.0% 39.2% (12.9%) 30.7% 3.0% 21.6% 2.5x 2.5x 11.8x 65.3x Digital Marketing Endurance International Group Holdings, Inc. EIGI 3,063 1,192 84.8% (7.1%) (46.2%) 49.9% 0.8% 22.9% 2.6x 2.6x 11.4x NM Tucows Inc. TCX 653 562 84.7% 119.6% 320.3% 10.6% 60.7% 13.0% 3.0x 2.0x 23.5x 35.0x Diversified / Marchex, Inc. Class B MCHX 40 114 79.5% (6.3%) (75.4%) (9.4%) (9.3%) NM 0.4x 0.4x NM NM Marketing Cloud Median $2,440 $1,242 84.7% 37.6% (12.9%) 22.9% 13.8% 17.3% 2.6x 2.3x 17.3x 50.1x

Agencies

Online Advertising Networks/Search Portals Advertising Alphabet Inc. Class A GOOGL $563,275 $591,999 92.2% 32.1% 57.2% 21.9% (3.6%) 32.1% 5.7x 6.4x 17.7x NM Baidu, Inc. Sponsored ADR Class A BIDU 57,524 48,983 90.4% 8.3% (6.5%) 0.4% 30.7% 26.0% 5.4x 4.6x 20.8x NM Advertising Networks/Search Yahoo Japan Corporation 4689-JP 21,898 24,788 88.0% (1.2%) (8.7%) 30.9% 4.9% 27.6% 2.8x 2.7x 10.0x NM Portals NAVER Corp. 035420-KR 18,903 24,143 84.4% 18.8% (12.2%) 23.6% 14.1% 29.8% 5.0x 4.7x 16.8x NM Yandex NV Class A YNDX-US 8,017 7,352 90.1% 20.1% (25.0%) 16.2% 26.4% 27.8% 5.9x 5.1x 21.3x NM Consumer Data Median $21,898 $24,788 90.1% 18.8% (8.7%) 21.9% 14.1% 27.8% 5.4x 4.7x 17.7x NM

Diversified Data

Consumer Data Subscription Experian PLC EXPN-GB $22,363 $19,187 92.6% 8.4% 21.1% 18.3% 8.1% 35.0% 5.2x 4.8x 14.7x 23.6x Data Equifax Inc. EFX 19,240 16,520 95.4% 7.0% 89.9% 18.1% 7.1% 36.9% 5.8x 5.6x 15.8x 28.8x

Alliance Data Systems Corporation ADS 25,362 14,291 96.4% 31.0% (9.9%) 10.8% 10.7% 24.4% 3.4x 3.2x 14.0x 28.5x Marketplace Nielsen Holdings Plc NLSN 22,057 13,813 69.1% (25.6%) (21.4%) 2.2% 5.0% 29.7% 3.4x 3.3x 11.6x 28.1x TransUnion TRU 10,522 7,878 96.5% 29.5% NA 13.1% 7.1% 36.4% 5.8x 5.7x 16.0x 36.1x Fair Isaac Corporation FICO 4,973 4,317 99.1% 23.4% 114.9% 5.1% 6.3% 22.0% 5.4x 5.4x 24.7x 35.9x Travel Dun & Bradstreet Corporation DNB 5,713 3,990 76.4% (11.2%) (3.3%) 4.1% 5.0% 28.4% 3.3x 3.2x 11.7x 35.0x Acxiom Corporation ACXM 2,105 2,055 85.5% 18.1% 17.8% 3.5% 11.1% 12.4% 2.4x 2.2x 19.4x NM Flash Sales / comScore, Inc. SCOR 880 1,504 75.3% 9.9% (29.9%) 14.7% 58.0% 7.1% 2.4x 1.6x 34.2x NM Promotional / Coupons Median $10,522 $7,878 92.6% 9.9% 7.2% 10.8% 7.1% 28.4% 3.4x 3.3x 15.8x 28.8x Vertical eCommerce

Digital Media & Diversified Data Online Content Thomson Reuters Corporation TRI-CA $40,083 $33,288 98.1% 14.9% 26.8% (5.3%) 7.3% 27.2% 3.6x 3.4x 13.2x 33.3x IHS Markit Ltd. INFO-US 22,183 17,581 91.9% 35.1% 64.7% 145.6% 33.1% 28.5% 8.1x 6.3x 28.4x NM Social Media Verisk Analytics Inc VRSK-US 16,451 13,950 96.5% 4.1% 38.5% 13.3% 5.6% 48.5% 8.1x 7.9x 16.7x 30.0x Informa Plc INF-GB 9,215 7,161 94.3% (3.1%) 14.5% 11.0% 12.3% 32.7% 4.5x 4.1x 13.8x 28.6x Dun & Bradstreet Corporation DNB 5,713 3,990 76.4% (11.2%) (3.3%) 4.1% 5.0% 28.4% 3.3x 3.2x 11.7x 35.0x Gaming Median $16,451 $13,950 94.3% 4.1% 26.8% 11.0% 7.3% 28.5% 4.5x 4.1x 13.8x 31.6x

As of June 30, 2017. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 20 APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

Subscription Data Internet Bellwethers S&P Global, Inc. SPGI $40,286 $37,636 97.1% 36.1% 74.2% 6.5% 3.0% 47.0% 6.9x 6.9x 14.8x 16.7x Moody's Corporation MCO 25,314 23,277 98.9% 29.8% 35.1% 3.4% 2.6% 47.9% 6.6x 6.6x 13.8x 48.0x Wolters Kluwer NV WKL-NL 14,829 12,763 94.4% 4.1% 43.3% 2.1% 9.4% 26.7% 3.1x 2.8x 11.5x 21.0x Digital Marketing Gartner, Inc. IT 10,787 11,169 98.9% 26.8% 71.4% 13.0% 47.7% 16.1% 4.3x 3.2x 26.6x 57.7x MSCI Inc. MSCI 10,771 9,325 94.2% 33.5% 121.2% 7.0% 7.8% 50.7% 9.0x 8.7x 17.7x 32.4x Diversified / FactSet Research Systems Inc. FDS 6,938 6,519 90.5% 2.9% 37.8% 12.0% 11.7% 35.2% 5.9x 5.7x 16.7x 19.0x Marketing Cloud Morningstar, Inc. MORN 3,267 3,363 91.6% (4.2%) 9.3% 1.2% NA 29.7% 3.8x 4.0x 12.9x 20.4x Forrester Research, Inc. FORR 581 694 88.2% 6.2% 1.1% 3.9% 3.8% 11.5% 1.8x 1.8x 15.4x 38.6x Agencies Median $10,779 $10,247 94.3% 16.5% 40.6% 5.2% 7.8% 32.4% 5.1x 4.8x 15.1x 26.7x

Online Advertising

Marketplace Advertising Networks/Search Amazon.com, Inc. AMZN $478,424 $462,680 95.2% 35.3% 191.2% 27.1% 22.4% 8.3% 3.2x 2.9x 38.3x NM Portals Alibaba Group BABA 359,722 360,867 95.0% 77.2% NA 47.6% 54.3% 39.9% 15.3x 10.7x 38.4x 55.7x JD.com, Inc. JD 55,184 46,796 88.8% 84.7% 32.1% 35.5% 41.1% 1.0% 1.3x 1.1x NM NM Consumer Data eBay Inc. EBAY 40,547 37,795 95.7% 49.2% 64.3% 4.5% 5.7% 31.4% 4.4x 4.3x 14.1x 5.1x Rakuten, Inc. 4755-JP 19,725 16,865 81.8% 9.5% (11.3%) 9.6% 12.9% 18.7% 2.6x 2.4x 14.1x 48.2x Liberty Interactiv e QVCA 20,470 15,555 90.7% (3.3%) (2.0%) 6.6% (0.1%) 17.7% 2.0x 2.0x 11.0x 12.8x Diversified Data MercadoLibre, Inc. MELI 10,814 11,078 84.2% 78.3% 161.4% 29.6% 36.9% 23.2% 10.0x 8.5x 43.3x 76.9x Shopify, Inc. SHOP 7,261 7,422 86.2% 182.5% NA 89.9% 50.6% NM 14.5x 11.6x NM NM Subscription 58.com Inc. WUBA 6,196 5,314 79.8% (3.9%) (17.0%) 59.6% 24.4% 8.0% 5.1x 4.6x NM NM Data Wayfair, Inc. W 6,379 3,976 98.3% 97.1% NA 50.2% 40.3% NM 1.8x 1.4x NM NM LendingClub Corp LC 1,363 2,225 81.2% 28.1% NA 22.0% (43.4%) NM 1.2x 2.3x NM NM Ov erstock.com, Inc. OSTK 357 407 79.5% 1.2% (0.7%) 8.6% 5.0% 0.9% 0.2x 0.2x 22.2x NM Marketplace Median $15,270 $13,316 87.5% 42.2% 15.7% 28.3% 23.4% 17.7% 2.9x 2.7x 22.2x 48.2x

Travel

Flash Sales / Travel Promotional / Coupons Priceline Group Inc PCLN $96,485 $91,973 97.1% 49.8% 50.0% 16.5% 20.6% 37.9% 8.8x 7.8x 23.1x 43.1x Ctrip.com CTRP 31,074 28,204 91.9% 30.7% 65.2% 66.7% 47.9% NM 9.9x 7.7x NM NM Vertical Expedia, Inc. EXPE 24,379 20,577 95.2% 40.1% 84.4% 31.5% 14.3% 15.8% 2.6x 2.4x 16.3x 62.5x eCommerce TripAdv isor, Inc. TRIP 4,999 4,905 53.3% (40.6%) (65.0%) (0.8%) 15.3% 17.1% 3.3x 3.1x 19.5x 40.9x MakeMyTrip Ltd. MMYT 1,589 1,768 82.0% 125.8% (2.7%) 33.2% 10.7% NM 3.6x 3.4x NM NM Digital Media & triv ago N.V. Sponsored ADR Class A TRVG 5,641 712 99.4% NA NA 53.0% 44.3% 3.1% 5.2x 4.3x NM NM Online Content Trav elzoo TZOO 122 144 82.5% 36.5% (43.4%) (9.3%) (10.1%) 8.6% 1.0x 1.1x 11.5x 31.9x Median $5,641 $4,905 91.9% 38.3% 23.7% 31.5% 15.3% 15.8% 3.6x 3.4x 17.9x 42.0x Social Media

Gaming

As of June 30, 2017. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 21 APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

Flash Sales / Promotional / Coupons Internet Bellwethers Groupon, Inc. GRPN $1,765 $2,154 64.6% 18.2% (41.2%) 0.8% (2.8%) 3.8% 0.6x 0.6x 15.1x NM Quotient Technology Incorporated QUOT 853 1,038 80.1% (14.2%) (52.9%) 16.0% 17.2% 0.2% 3.0x 2.7x NM NM Median $1,309 $1,596 72.4% 2.0% (47.1%) 8.4% 7.2% 2.0% 1.8x 1.7x 15.1x NM Digital Marketing

Diversified / Marketing Cloud Vertical eCommerce GrubHub, Inc. GRUB $3,450 $3,758 91.1% 40.3% 28.9% 36.3% 26.1% 22.8% 6.0x 5.3x 26.3x 63.4x Agencies Cimpress N.V. CMPR 3,961 2,970 90.7% 2.2% 127.3% 19.4% 18.0% 9.1% 1.9x 1.6x 20.3x NM Stamps.com Inc. STMP 2,831 2,623 99.0% 77.2% 344.9% 70.3% 9.7% 36.6% 6.7x 6.6x 18.4x 23.4x Online Etsy, Inc. ETSY 1,598 1,748 93.5% 56.4% NA 33.4% 19.2% 4.8% 4.0x 3.7x NM NM Advertising Shutterfly, Inc. SFLY 1,820 1,604 87.0% 1.9% 9.2% 7.1% 4.0% 14.1% 1.6x 1.6x 11.2x NM Shutterstock, Inc. SSTK 1,288 1,524 67.6% (3.8%) (48.2%) 16.3% 12.7% 12.3% 2.5x 2.3x 20.2x 52.7x Advertising Networks/Search Chegg, Inc. CHGG 1,102 1,176 93.8% 145.8% 81.5% (15.7%) 4.8% NM 4.4x 4.6x NM NM Portals PetMed Express, Inc. PETS 762 833 97.3% 116.4% 203.4% 6.2% 2.9% 16.9% 3.0x 2.9x 17.6x 31.4x eHealth, Inc. EHTH 281 347 96.3% 34.1% (51.2%) (1.4%) (1.2%) NM 1.5x 1.6x NM NM Consumer Data 1-800-FLOWERS.COM, Inc. FLWS 689 345 85.5% 8.1% 65.3% 4.6% (1.9%) 6.5% 0.6x 0.6x 9.0x 13.8x Median $1,443 $1,564 92.3% 37.2% 65.3% 11.7% 7.3% 13.2% 2.7x 2.6x 18.4x 31.4x Diversified Data

Subscription Digital Media & Online Content Data Tencent Holdings Ltd. 700-HK $338,336 $338,985 96.7% 57.6% 134.5% 39.9% 50.1% 40.2% 13.4x 10.3x 33.4x 54.8x Netflix, Inc. NFLX 69,348 64,508 89.5% 63.3% 121.1% 30.3% 21.8% 60.8% 6.8x 6.2x 11.2x NM Marketplace IAC IAC 8,491 7,526 95.6% 83.4% 46.8% (2.8%) 7.1% 13.7% 2.7x 2.7x 19.9x 31.7x SINA Corp. SINA 4,751 6,069 80.2% 88.8% 96.3% 17.1% 49.4% 17.6% 4.3x 3.3x 24.3x 27.0x WebMD Health Corp. WBMD 3,130 2,213 90.2% 0.9% 17.7% 10.8% 3.0% 27.8% 4.4x 4.3x 15.9x 24.9x Travel Pandora Media, Inc. P 2,450 2,161 59.5% (28.4%) (69.9%) 19.0% 20.3% NM 1.7x 1.6x NM NM Sohu.com, Inc. SOHU 1,151 1,750 88.7% 19.0% (23.0%) (14.8%) 13.2% 2.1% 0.7x 0.6x 33.6x NM Flash Sales / Blucora, Inc. BCOR 1,288 911 94.2% 104.6% 11.8% NA 4.8% 19.0% 2.6x 2.6x 13.8x NM Promotional / Coupons XO Group Inc. XOXO 345 456 83.9% 1.1% 40.2% 7.4% 9.6% 11.6% 2.2x 2.1x 19.1x 64.4x TechTarget, Inc. TTGT 296 285 97.9% 28.0% 17.3% (4.7%) 11.9% 10.5% 2.8x 2.7x 26.7x NM Vertical Leaf Group Ltd. DMD 125 157 83.4% 50.9% (18.0%) (9.9%) 16.1% NM 1.1x 1.0x NM NM eCommerce Townsquare Media, Inc. TSQ 713 141 78.7% 29.8% NA 17.1% 5.2% 19.7% 1.4x 1.4x 7.1x 6.1x Median $1,869 $1,955 89.1% 40.3% 17.7% 10.8% 12.6% 18.3% 2.7x 2.6x 19.5x 29.3x Digital Media & Online Content

Social Media

Gaming

As of June 30, 2017. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 22 APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

Social Media Internet Bellwethers Facebook, Inc. FB $410,090 $357,035 96.5% 32.1% 121.8% 54.2% 32.2% 54.8% 12.4x 10.7x 22.5x 27.2x Twitter, Inc. TWTR 10,712 13,060 70.8% 5.7% (57.5%) 14.0% (2.1%) 9.3% 4.4x 4.6x 46.7x NM Snap, Inc. Class A SNAP 13,743 12,122 60.4% NA NA NA 182.7% NM 26.7x 13.9x NM NM Digital Marketing Weibo Corp WB 14,491 7,293 80.8% 134.0% 211.0% 37.0% 72.3% 27.6% 19.8x 13.9x NM 67.7x Momo Inc MOMO 6,853 5,700 80.4% 265.6% NA NA 87.9% 30.9% 9.0x 5.7x 29.1x 39.3x Diversified / Match Group, Inc. MTCH 6,024 842 83.8% 15.3% NA 19.8% 10.0% 30.2% 4.8x 4.7x 16.0x 4.1x Marketing Cloud Spark Networks, Inc. LOV 20 31 46.2% (39.2%) (82.9%) (27.1%) (19.3%) 7.3% 0.6x 0.7x 8.2x NM Median $10,712 $7,293 80.4% 23.7% 32.2% 19.8% 32.2% 28.9% 9.0x 5.7x 22.5x 33.3x Agencies

Online Advertising Gaming Nintendo Co., Ltd. 7974-JP $31,805 $47,509 94.7% 135.9% 177.3% (3.0%) 61.6% 10.1% 6.0x 4.0x NM 34.8x Advertising Networks/Search Activ ision Blizzard, Inc. ATVI 45,092 43,388 93.5% 45.3% 155.3% 24.4% (3.5%) 40.0% 6.4x 6.9x 16.0x 37.1x Portals NetEase, Inc. NTES 34,307 39,460 89.1% 55.6% 281.0% 58.2% 33.6% 34.0% 5.3x 4.3x 15.5x 22.6x Electronic Arts Inc. EA 29,611 32,729 91.1% 39.5% 190.4% 9.9% 6.0% 31.8% 5.9x 5.7x 18.6x 27.9x Consumer Data Take-Two Interactiv e Software, Inc. TTWO 7,166 7,620 91.1% 93.5% 223.0% 25.9% (5.0%) 22.7% 3.8x 4.7x 16.7x 46.4x Ubisoft Entertainment SA UBI-FR 6,867 6,424 95.9% 54.5% 206.5% 4.7% 27.9% 44.6% 4.3x 3.5x 9.6x 54.3x Zynga Inc. ZNGA 2,482 2,801 94.3% 46.2% 12.7% (3.0%) 13.6% NM 3.2x 2.9x NM NM Diversified Data GREE, Inc. 3632-JP 1,323 2,112 88.0% 55.0% 0.7% (6.5%) 16.0% 15.9% 2.2x 1.9x 13.9x 19.0x Glu Mobile Inc. GLUU 269 337 84.7% 13.6% (49.3%) (19.7%) 33.8% NM 1.2x 0.9x NM NM Subscription Median $7,166 $7,620 91.1% 54.5% 177.3% 4.7% 16.0% 31.8% 4.3x 4.0x 15.8x 34.8x Data

Marketplace

Travel

Flash Sales / Promotional / Coupons

Vertical eCommerce

Digital Media & Online Content

Social Media

Gaming

As of June 30, 2017. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 23 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 2Q 2017

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SOURCES

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2) Business Wire.

3) PNC Capital Markets.

4) S&P LCD stats.

5) PitchBook.

6) HW&Co. proprietary transaction information.

7) Crunchbase.

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