Minnetonka Audio Software to the Telos Alliance

2015 To Our Colleagues and Friends Post IBC 2015

MediaBridge co-founders and managing partners Ethan Jacks and John Bowen, together with three senior industry advisors, Tom Ohanian (Cisco Systems), Graham Sharp (The Vitec Group plc), and Courtney Spencer (CRX Partners), attended IBC 2015 in Amsterdam this September. We had a successful show, including the announcement from the show floor of the sale of our client Minnetonka Audio Software to The Telos Alliance. We enjoyed meeting with many of you and discussing your strategic growth plans and options, and sharing our perspective on the M&A and corporate finance activities in the industry.

Ethan E. Jacks John C. Bowen Managing Partner Managing Partner [email protected] [email protected] 617.592.2739 (m) 617.921.0075 (m)

2 MediaBridge has been busy in the last 24 months…

… advising six top-tier media technology companies in both M&A and capital- raising transactions: Minnetonka Audio Software, the recognized world leader in audio processing solutions for the professional marketplace, was acquired by The Telos Alliance. SVSi, the leader in IP-based Networked AV distribution and switching solutions, was acquired by Harman. Pebble Beach Systems Ltd, with its advanced automation and channel-in-a-box products, was acquired by Vislink plc for $24.7 million. Canada-based X2O Media, known for its HTML-5-based platform for advanced visual communications, was acquired by Barco, a global manufacturer of visual systems, for C$21 million. Teradek LLC, an Irvine, California-based leader in wireless video technology, was acquired by UK-based The Vitec Group plc for $30.4 million. iZotope Inc., a leader in music and audio software based in Cambridge, Mass., received $12 million in growth capital from investor ABS Capital Partners, a top private equity firm based in Baltimore, Md.

3 MediaBridge Co-Founder and Managing Partner

Our principals have advised on more than 35 mergers and acquisitions in the media sector worldwide. Leading the team are Ethan Jacks and John Bowen, who together have more than 50 years of experience in media technology with unmatched expertise in the film, video, audio, broadcast, Internet, and new media markets.

• 30+ years experience as investment banker, corporate executive, and corporate lawyer • Co-founded MediaBridge in 2012, after having led Covington Associates expansion into the digital media and technology sectors • Served as Avid Technology senior executive (EVP Corp Development, CLO, CFO) from 1999 to 2006. Led the company during its most significant period of growth. Managed 12 strategic acquisitions, doubling the company’s revenue to Ethan Jacks $1 billion and growing market cap from $400 million to $2.5 billion • Co-founded an environmental technology company in early 90s, which achieved a public market cap of $1 billion in 1996 • BS from MIT and MBA from MIT Sloan School of Management; JD, Georgetown University Law Center

4 MediaBridge Co-Founder and Managing Partner

• Extensive investment banking, equity research, and operational IT experience • Prior to co-founding MediaBridge, led Covington Associates expansion into the digital media and technology sectors, representing both privately held and publicly traded companies • VP Equity Research at First Albany Corporation covering digital media technology, networking hardware and software, and enterprise software companies. Previously employed at Sybase, McDonnell Douglas, and Digital Equipment Corp.

John Bowen • Author of three significant industry research reports on media technology and CDN markets • 15 years of experience in traditional and new-media technology, and an additional 15 years of IT industry experience • BS in Mechanical Engineering with Digital Systems concentration from University of New Hampshire; MBA from Babson College

5 Industry Executive Advisors

• President of CRX Partners, a media technology business development consultancy • CRX and MediaBridge work to provide the best combination of strategic and transaction expertise to the professional and consumer audio/video markets • 30+ years of executive experience in professional, broadcast, and commercial audio • Senior VP Business & Professional Group Americas (Allen & Heath, Calrec, D&M Pro), Courtney Spencer D&M Holdings • Full-time consultant, D&M Holdings (M&A and post acquisition integration focus) • VP/GM, Professional Audio, Sony Broadcast & Professional

• 25+ years of executive management experience in the media industry, most recently at The Vitec Group plc • Board member of Media Asset Capital, a UK based full-service media consultancy, and AV3, a Web distribution channel • Former EVP and GM of Avid’s video division, a $470 million business with 1,500 employees Graham Sharp • Executive management positions with Grass Valley Group, XtraNormal, Discreet Logic, and Dynatech

6 Strategic Advisors

• 30+ years of experience in the media industry • Current member of the digital media strategy team as Cisco Systems • Former corporate fellow and member of founding team at Avid Technology • Former chief strategy officer at Signiant • Academy Award and two-time Emmy Award recipient for scientific and technical invention Tom Ohanian

• 15+ years experience building new businesses in digital media, with a focus on content creation, production, and distribution • VP of media and entertainment at Box.com • Former chief strategy officer of Final Draft Inc., the world leader in script-writing software • Former executive at Secure Path Technology, an enterprise cloud-based metadata company • Co-founder and former CEO of Sample Digital Inc., where he oversaw development of Emmy Josh Kline Award-winning Digital Dailies solution

• CEO of OpenDrives, where he is responsible for day-to-day operations and leads product development and technology strategy • 20-year veteran of the media and technology industry with executive positions held at EMC's Media & Entertainment practice in the Cloud Infrastructure Group, Echostar, and SecurePath Technology. Also built the digital media divisions of two high profile postproduction companies. • Began as an investment banker providing M&A advisory services to companies in the technology, gaming, and publishing industries Chad Knowles • Author of published works for the Motion Picture Association

7 Strategic Advisors

• 20+ years experience in business development, strategic planning, M&A, IPO, private equity, and international operations • Former partner at North Bridge Ventures, covering communications, wireless, and software • Former senior executive at Shiva Corporation, contributing to a successful IPO, several acquisitions, and a rapid growth phase • Adjunct lecturer at Babson College and former senior lecturer at MIT Sloan Angelo Santinelli • Graduate of Fordham University with an MBA from Harvard Business School

• Strategic advisor specializing in the evolution of the global IT market • CEO of UK-based IT security leader Corero Network Security • Co-founded or lead several technology companies as chairman or CEO, including Reva Systems (acquired by ODIN) and Xedia Corporation (acquired by Lucent) • Awarded “CEO of the Year” by Massachusetts Telecommunications Council • Served on the boards of directors of many venture-backed startups and industry consortia Ashley Stephenson • Graduate of Imperial College, London, and an Associate of the Royal College of Science

• 20+ years in the entertainment industry including award-winning work as an editor, producer, and director • Director of digital media and technology at the University of Southern California’s School of Cinematic Arts • Worked on numerous feature films including the Academy Award-winning Harlan County, U.S.A. (1976), Arthur (1981), and Visions of Light (1992) Meri Weingarten

8 Strategic Advisors

• 25+ years experience in technology, media, education, and healthcare • Chief marketing officer at Health Dialog and QuantiaMD • 10 years advising universities and diverse healthcare industry players • 15 years at Forrester Research in both research and marketing executive roles • Graduated from Harvard University with a degree in economics Mary Modahl

• EVP and CFO of BCS Solutions Inc., a leading Southern California-based vendor of supply chain automation solutions incorporating RFID and other wireless-based network architectures • Served as the COO and CFO of several major venture capital and private equity- backed companies in technology, retail, and manufacturing • From 2002 to 2007, served as CFO of M-Audio, a pioneer and leader in MIDI-based Scot Ross music and audio products, where he led the sale of M-Audio to Avid Technology for $231 million • Graduate of USC

9 Representative Transactions

acquired by acquired by

Undisclosed Undisclosed 2015 2015

Transaction closed during employment with: * Covington Associates; ** Silverwood Partners; *** Avid Technology

10 Representative Transactions

Transaction Closed During Employment with: * Covington Associates; ** Silverwood Partners; *** Avid Technology

11 The Telos Alliance Acquires Minnetonka Audio Software

• MediaBridge Capital Advisors served as exclusive investment banking advisor to Minnetonka Audio Software, Inc. (“MASI”) in connection with its acquisition in September 2015 by The Telos Alliance.

• Based in Minnetonka, MN, MASI is a recognized world leader in audio processing solutions for the professional marketplace, with a 20-year history in professional audio services and software acquired by application development. Undisclosed • The Telos Alliance is a global leader in the research, development, 2015 and manufacturing of IP Audio, telephony, and high-performance audio processing equipment for broadcasters. Telos Alliance brands include Telos, Omnia, 25-Seven, Axia, and Linear Acoustic.

“MediaBridge’s industry connections and expertise in all aspects of the transaction, particularly multi-party negotiations, contract knowledge and closing execution, was critical.”

John Schur, President and Founder, MASI

“This acquisition demonstrates the importance of software and cloud-architected solutions in today’s media markets that enable the delivery of powerful and flexible solutions to customers.”

Ethan Jacks, co-founder and Managing Partner of MediaBridge Capital Advisors

12 Harman Acquires SVSi

• MediaBridge Capital Advisors served as exclusive investment banking advisor to Southern Vision Systems, Inc. (“SVSi”) in connection with its acquisition in June 2015 by Harman.

• Based in Huntsville, AL and founded in 2004, SVSi is the recognized leader in next-generation IP-based media distribution and matrix acquiredacquired by by switching solutions for the ProAV industry.

• Harman is a global technology business leader specializing in high- quality video and audio systems to professional, automotive, and home markets. Harman Professional companies include AMX, AKG Undisclosed Acoustics®, BSS Audio®, Crown International®, dbx Professional®, JBL 2015 Professional®, Lexicon Pro®, Soundcraft®, and Studer®. The company's stock is traded on the New York Stock Exchange under the symbol: HAR. “The MediaBridge team supported us through every step of the acquisition process, and we are deeply appreciative of their efforts in completing the transaction.”

Andy Whitehead, President and Founder, SVSi

“This acquisition is another example of the new dynamic in today’s media markets: a move toward standardized IP-based technologies that enable vendors to evolve and adapt more quickly to changing customer and business requirements.”

John Bowen, co-founder and Managing Partner of MediaBridge Capital Advisors

13 Vislink Acquires Pebble Beach Systems for $25 Million

• MediaBridge Capital Advisors served as exclusive investment banking advisor to Pebble Beach Systems Ltd in connection with its acquisition in March 2014 by Vislink plc. • Based in Weybridge, Surrey, UK, and founded in 2000, Pebble Beach Systems is a leading developer and supplier of automation, channel-in-a-box, and content management solutions for TV broadcasters, cable, and satellite operators. • Vislink plc is a global technology business leader specializing in high-performance wireless communications products and services for the broadcast, defense, and security markets.

“MediaBridge has been advising us for several years to secure the best strategic partner for our next stage of growth. With its fantastic global tier-1 client base in the broadcast sector, Vislink offers us an ideal platform for accelerated growth and expansion of our software solutions. MediaBridge was integral to this successful outcome.”

Peter Hajittofi, Co-Founder and Managing Dir., Pebble Beach Systems

14 Barco Acquires X2O Media for C$21 Million

• MediaBridge Capital Advisors served as exclusive investment banking advisor to X2O Media in connection with its acquisition in March 2014 by Barco NV. • Based in Montreal, Canada, X2O was established in 2006 as a spin-off from VertigoXmedia, a Montreal-based company with strong expertise in the field of broadcast graphics automation. X2O’s innovative platform enables the connection, management, and delivery of real-time data through dynamic and interactive channels, from any source to any screen, anywhere. • Barco, a global technology company, designs and develops visualization products for a variety of selected professional markets. Barco is active in more than 90 countries with 4,000 employees worldwide and sales of €1.158 billion in 2013.

“X2O Media perfectly complements our offering and skills portfolio, and is an important step in our strategy to expand our portfolio beyond video and imaging. Customers’ expectations regarding workflow and content management shift to end-to-end and easy-to-use visualization systems and cloud-based solutions. X2O Media’s platform will play a crucial role in allowing Barco to tap into these new opportunities while differentiating itself further from competition.”

Eric Van Zele, CEO, Barco

“The MediaBridge team was with us every step of the way in our acquisition process with Barco,” said David Wilkins, founder and CEO of X2O Media. “MediaBridge’s expertise in all aspects of the transaction, particularly the transaction structure and closing execution, was superb. We are delighted to be joining the Barco family, and we are deeply appreciative of the effort from the MediaBridge team in completing the deal on excellent terms.”

David Wilkins, CEO, X2O Media

15 Vitec Group Acquires Teradek for $30 Million

• MediaBridge Capital Advisors served as exclusive investment banking advisor to Teradek LLC in connection with its acquisition in August 2013 by The Vitec Group plc. • Teradek is a world leader in wireless video devices and platforms used by broadcasters, filmmakers, businesses, and Web channels to wirelessly transmit high-quality images. Its products are used in live electronic news gathering, real-time monitoring and recording, aerial visual capture, and webcasting. • The Vitec Group plc is a leading international provider of products and services for the broadcast, photographic, and military-aerospace-government markets. The acquisition will not only strengthen Vitec's product offerings – particularly to the growing number of independent videographers and business users – but will complement Vitec's existing video activities, including its range of broadcast microwave systems, and allow Teradek's products to be sold through Vitec's global sales and distributor network.

“This represents a major step forward for Teradek, which I believe will expand our reach, fuel our continued growth, and enhance our focus on product innovation. We will undoubtedly benefit from the resources and reach of Vitec Videocom and will embrace the opportunity to work alongside some of its other market-leading brands.”

Nicol Verheem, CEO and Co-Founder, Teradek

16 iZotope Receives $12 Million Investment from ABS Capital

• MediaBridge Capital Advisors served as exclusive investment banking advisor to iZotope Inc. in connection with a $12 million investment from ABS Capital Partners, which closed in August 2013. • Leading audio technology company iZotope will use the funds to develop new products, expand its markets, and increase sales and marketing efforts. With over $2 billion raised since inception, ABS Capital Partners has invested in over 100 growth companies over the past two decades. • iZotope creates professional audio products for the music, entertainment, and education industries. Its product portfolio is comprised of solutions for audio creation, repair, mixing and mastering. iZotope’s clients include musical giants such as Depeche Mode, Garbage, Skrillex, and Wu-Tang Clan; and radio stations and TV programming such as CBS' “Survivor,” the Discovery Channel’s “Deadliest Catch,” the World Cup broadcast, and the Grammy Awards. iZotope technology is also directly integrated into products made by industry leaders such as Adobe, Avid, and Sony; video games from companies like Microsoft, Harmonix, and Ubisoft; and a growing number of mobile phone applications.

“iZotope is a company driven by a wealth of creative brainpower. Coupled with our position as a market leader, this funding will enable us to realize more of our creative vision, accelerating innovation and new products for our loyal customer base.”

Mark Ethier, CEO and Co-Founder, iZotope

17 Public Market Overview Publicly Traded Media Technology Companies Market Capitalization - Large Cap

($USD in millions) Adobe Akamai Arris Autodesk Cisco Ericsson Harman Naspers Panasonic Sony

August 2007 25,156 5,336 1,670 10,654 193,794 59,012 7,398 8,588 37,210 48,359

August 2009 16,495 3,041 1,659 5,383 124,586 30,483 2,079 12,163 33,241 27,192

August 2011 12,465 4,045 1,303 6,452 86,188 36,208 2,531 19,619 24,454 21,844

August 2013 22,978 8,192 2,165 8,177 124,576 37,743 4,358 32,690 21,055 20,310

August 2015 39,100 12,736 3,873 10,612 131,623 31,440 6,956 53,493 25,485 32,874

Adobe Akamai Arris Autodesk Cisco Ericsson Harman Naspers Panasonic Sony Cash: 3,413 644 620 2,390 60,416 6,475 652 1,226 10,384 13,077 Total Debt: 1,904 614 1,594 1,486 25,354 3,101 1,086 4,120 7,682 7,661 Enterprise Value (EV): 37,591 12,707 4,899 9,709 96,561 28,270 7,409 56,378 24,134 32,549 EV/ LTM Revenue 8.6x 6.0x 1.0x 3.8x 2.0x 1.0x 1.2x 10.2x 0.4x 0.5x EV/ LTM EBITDA 40.8x 18.3x 7.6x 48.3x 7.1x 7.4x 10.5x 46.7x 4.3x 5.6x Share Price as a % of 52 Week High: 90.1% 90.9% 70.5% 71.9% 85.4% 68.8% 65.5% 98.7% 72.2% 79.6%

Source Capital IQ. 1) Stock Prices as of 8/31/2015. 2) Cash includes short-term investments

19 Publicly Traded Media Technology Companies Market Capitalization - Mid Cap

($USD in millions) Belden Coship Dolby EVS Evertz GoPro Rovi Technicolor TiVo Yamaha

August 2007 2,194 676 4,007 1,242 1,814 1,211 4,335 552 4,367

August 2009 975 433 4,430 864 961 3,078 360 1,063 2,539

August 2011 1,447 573 3,710 975 900 5,463 764 1,277 2,175

August 2013 2,473 926 3,199 915 1,014 1,765 1,593 1,423 2,450

August 2015 2,150 1,238 3,343 378 846 6,190 962 2,493 885 4,434

Belden Coship Dolby EVS Evertz Go Pro Rovi TiVo Technicolor Yamaha Cash: 208 24 637 21 83 517 217 686 424 689 Total Debt: 1,921 139 0 33 1 0 1,070 354 1,052 131 Enterprise Value (EV): 3,863 1,341 2,723 390 773 5,673 1,815 553 3,131 3,892 EV/ LTM Revenue 1.6x 5.7x 2.8x 3.1x 2.8x 3.3x 3.5x 1.2x 0.8x 1.1x EV/ LTM EBITDA 11.3x NM 9.2x 10.8x 10.4x 20.5x 10.9x 6.7x 4.9x 9.8x Share Price as a % of 52 Week High: 52.7% 51.2% 69.9% 68.7% 80.1% 47.3% 41.9% 64.5% 88.3% 88.8%

Source Capital IQ. 1) Stock Prices as of 8/31/2015. 2) Cash includes short-term investments

20 Publicly Traded Media Technology Companies Market Capitalization - Small Cap ($USD in millions) Avid Barco Brightcove Dalet Demand DTS Envivio Harmonic JVC

August 2007 1,255 1,142 469 795

August 2009 487 582 462 634 542

August 2011 379 721 25 720 518 552 662

August 2013 210 877 265 24 581 363 68 715 284

August 2015 326 750 174 19 94 458 53 508 303

Avid Barco Brightcove Dalet Demand DTS Envivio Harmonic JVC Cash: 35 293 21 6 42 87 33 105 368 Total Debt: 93 104 2 7 0 25 0 0 590 Enterprise Value (EV): 385 572 154 20 52 395 20 403 577 EV/ LTM Revenue 0.8x 0.5x 1.2x 0.4x 0.4x 2.8x 0.5x 1.0x 0.2x EV/ LTM EBITDA 17.3x 11.3x NM 27.9x NM 14.0x NM 17.7x 4.2x Share Price as a % of 52 Week High: 45.9% 85.3% 63.0% 71.3% 45.0% 69.4% 81.7% 72.3% 63.5%

Source Capital IQ. 1) Stock Prices as of 8/31/2015. 2) Cash includes short-term investments

21 Publicly Traded Media Technology Companies Market Capitalization - Small Cap (cont’d)

($USD in millions) Kudelski RealD Quantum SeaChange Synacor Vislink Vitec Group

August 2007 1,622 642 215 213 493

August 2009 1,189 261 275 61 195

August 2011 534 762 452 253 32 404

72 August 2013 713 406 357 327 81 426

41 August 2015 718 479 306 201 99 419

Kudelski RealD Quantum SeaChange Synacor Vislink Vitec Group Cash: 138 63 54 65 27 10 17 Total Debt: 385 41 152 0 2 12 145 Enterprise Value (EV): 982 456 405 125 16 99 544 EV/ LTM Revenue 1.1x 2.8x 0.8x 1.1x 0.2x 1.0x 1.1x EV/ LTM EBITDA 9.2x 12.1x 23.5x NM 6.1x 8.5x 7.1x Share Price as a 81.1% 69.5% 52.7% 70.6% 52.5% 86.9% 91.7% % of 52 Week High:

Source Capital IQ. 1) Stock Prices as of 8/31/2015. 2) Cash includes short-term investments

22 Publicly Traded Media Distribution Companies

($USD in millions) Charter Comcast EchoStar Netflix Pandora Sirius Time Warner Verizon

August 2007 80,402 1,179 4,342 70,776 121,558

August 2009 43,382 1,588 2,505 2,622 33,090 88,173

August 2011 5,488 58,899 2,106 12,347 2,127 7,109 33,078 102,383

August 2013 12,597 109,832 3,608 16,729 3,250 22,229 55,688 135,602

August 2015 20,344 140,734 4,122 49,003 3,808 20,488 57,988 187,062

Charter Comcast EchoStar Netflix Pandora Sirius Time Warner Verizon Cash: 30 3,630 1,511 2,797 372 294 3,122 3,567 Total Debt: 13,914 48,523 2,234 2,400 0 5,116 23,794 113,849 Enterprise Value (EV): 34,228 187,064 4,933 48,607 3,436 25,310 78,660 298,803 EV/ LTM Revenue 3.6x 2.6x 1.5x 8.0x 3.4x 5.8x 2.8x 2.3x EV/ LTM EBITDA 10.5x 7.8x 5.4x 119.4x NM 18.3x 10.3x 8.2x Share Price as a % of 52 Week High: 91.3% 86.7% 79.6% 89.3% 62.9% 94.4% 77.8% 88.9%

Source Capital IQ. 1) Stock Prices as of 9/1/2015. 2) Cash includes short-term investments

23 Publicly Traded Media Content Companies

($USD in millions) CBS Discovery Lions Gate News Corp Scripps Viacom Walt Disney

August 2007 23,180 1,132 27,093 65,215

August 2009 7,014 10,632 769 5,365 15,266 48,397

August 2011 16,781 16,631 955 6,931 28,226 63,215

August 2013 30,906 27,191 4,800 9,091 10,726 37,958 108,669

August 2015 21,816 16,955 5,441 7,927 6,823 16,344 171,959

CBS Discovery Lions Gate News Corp Scripps Viacom Walt Disney Cash: 320 384 197 1,951 1,141 421 4,475 Total Debt: 8,100 7,205 1,453 0 3,441 13,083 15,273 Enterprise Value (EV): 29,596 24,531 6,698 6,167 9,481 29,280 186,745 EV/ LTM Revenue 2.1x 3.8x 2.8x 0.7x 3.5x 2.2x 3.6x EV/ LTM EBITDA 9.8x 9.8x 23.0x 7.3x 7.2x 6.7x 12.0x Share Price as a % of 52 Week High: 70.7% 60.1% 92.8% 76.6% 64.1% 49.7% 83.5%

Source Capital IQ. 1) Stock Prices as of 8/31/2015. 2) Cash includes short-term investments

24 Video Markets Overview Video Trends to Watch

1. Acquisitions by Large Strategic Buyers and PE firms continue to headline the M&A marketplace. The recent strategic acquisitions of Elemental Technologies by Amazon Web Services, Envivio by Ericsson, and Octoshape by Akamai, and PE acquisitions of Vizrt by Nordic Capital, Telestream by Genstar Capital and The Foundry by HG Capital, represent excellent financial outcomes for the sellers, and highly-strategic and competitively-advantaged purchases by the buyers. In each case the sellers were well established technology leaders with differentiated technologies that were able to command strong valuations based on their unique products/intellectual property and customer acceptance.

For strategic buyers, there are demonstrable technical and financial synergies which justified superior valuations. For the Private Equity buyers, the companies are platform solution providers that are poised for meaningful growth, both organically and through complementary acquisitions. These larger deals instill confidence in the M&A market and generate broader activity, such as the recent sales by MediaBridge of SVSi to Harman, X20 Media to Barco, and Minnetonka Audio Software to The Telos Alliance.

2. SDI/Baseband to IP, to Big Data, to Analytics and Delivery – In early August, there was a precipitous drop in the price of media stocks, reflecting broad concern over the structural integrity of ad-supported television businesses. Since the shift or expansion to multiple forms of consumer media engagement is inevitable, media companies will shift from SDI and baseband technologies to IT-based systems that will certainly address the “better, cheaper, faster” drumbeat, but will also develop more intelligent data networks that create better ties to consumers and advertisers. Having a stronger grasp of consumer viewing/platform/social/buying patterns, the technology to replace outdated measurement data, and the ability to leverage that knowledge through dynamic ad insertion, identification and monetization of Cultural Currency (described on page 27) and other leading edge cross-platform technologies, will improve confidence and commitment from ad buyers (by consolidating ad spend), and ultimately, Wall Street.

26 Video Trends to Watch

3. The Emergence of “Cultural Currency” – It is often debated whether Content or Distribution is more significant in the media value chain. New distribution models like OTT and mobile media are receiving much attention as essential elements of “new media” delivery.

We believe a powerful new factor in the media ecosystem results from the collision of popular traditional media with new social media – known as “Cultural Currency” – or the monetary value of traditional professional content when it attracts both large audiences and high-volume interactions through social media. As noted in a recent TVB/Colligent research brief, "Mainstream media products have now become the glue that connects our virtual and physical lives, and just like monetary currencies [these] cultural products provide value…..Broadcast television programs carry the highest degree of Cultural Currency, offering the greatest number of opportunities to yield both large audiences with significant engagement.“

The interaction of, and velocity of exchange between, traditional media and social media is becoming increasingly important as a predictor of behavior, and can help brands gain tangible traction with consumers. The ability to identify these moments within content will enable brands to maximize their ad-spend efficiency. The value of Cultural Currency will evolve over the next several years as companies implement solutions for monetizing this underlying market intelligence.

4. Innovation – Innovation in today’s media landscape, as evidenced by companies (and clients) like SVSi, Teradek, X2O and iZotope, is driven by transformative, lower-cost, high-performance technologies; adoption of IT-based/software architectures; and the growth of multiplatform and media distribution alternatives. Innovation creates a beneficial balancing force against consolidation, as it adds to the number of participants in the marketplace and creates more choices for customers. Innovative vendors are producing solutions that reduce cost of ownership by orders of magnitude. However, deep innovation is often costly. Fortunately record amounts of strategic, venture and private equity capital are available.

27 Video M&A Select Transactions from 2015 Value EV / LTM Date Target Name Acquirer Name Select Transactions ($MM) Revenue Sep-15 Envivio $90 2.1x Ericsson Sep-15 Elemental Technologies, Inc. - - Amazon Web Services, Inc. Sep-15 ScheduALL $14 1.3x Net Insight AB Aug-15 This Technology - - Comcast Aug-15 VidiGo - - ChyronHego Aug-15 BlackArrow - - Cross MediaWorks - Lee Equity Partners Jul-15 Entone $73 1.5x Amino Technologies Jun-15 Southern Vision Systems, Inc. - - Harman Pro Group Jun-15 Black Diamond Video $51 - Steris Jun-15 Bluestreak Technology - - Espial Group May-15 Sencore - - Wellav Technologies Apr-15 Kolor SARL - - GoPro Apr-15 TC Group International - - MUSIC Group Macao Apr-15 Pace $2,016 0.8x ARRIS Group Apr-15 All Media Network - - Blinkx Apr-15 Verold - - Box Apr-15 Orad Hi Tec Systems $59 1.4x Avid Technology Apr-15 Rocket Surgery Design Services - - Ross Video Apr-15 Octoshape $107 - Akamai Nov-14 Vizrt $318 2.3x Nordic Capital Mar-15 ChyronHego $112 1.9x Vector Capital Feb-15 Paralinx - - Vitec Videocom Feb-15 Fission Software - - Bitcentral Feb-15 Timeline Labs $26 - SeaChange International Feb-15 Axis $2,800 4.1x Canon Feb-15 Tweak Software - - Autodesk Feb-15 Nimbuz - - Google Feb-15 Sony Colorworks - - Deluxe Jan-15 Symphony Teleca $780 2.1x Harman International Jan-15 coolux GmbH - - Christie Digital Systems USA Jan-15 DivX $66 - Neulion Jan-15 RGB Networks - - Imagine Communications Jan-15 Tripwire $710 6.0x Belden

28 Media M&A Select Transactions from 2015

Value EV / LTM Date Target Name Acquirer Name Select Transactions ($MM) Revenue Sep-15 Universal Studios - Japan $2,941 5.4x Comcast / NBCU Sep-15 Meredith Corp $2,400 1.5x Media General Aug-15 iStreamPlanet - - Turner Broadcasting System Jul-15 Prime Focus - - Marina IV (Singapore) RMG Networks, Airline Media Jul-15 $6 - Global Eagle Entertainment Network Business Jun-15 Dailymotion SA $302 4.2x Vivendi Jun-15 Nativ Limited - - Ooyala / Telstra May-15 Time Warner Cable $78,224 3.4x Charter Communications May-15 Modern VideoFilm - - Point.360 May-15 AOL $4,282 1.7x Verizon Communications May-15 Cubiware Sp. z o.o $48 TiVo Inc. May-15 The Foundry Visionmongers Ltd. $310 HgCapital Apr-15 Plaid Social Labs - - Corbis Entertainment Apr-15 ActiveVideo Networks $135 - Charter Communications; ARRIS Group Apr-15 Groupe Mikros Image $14 0.3x Technicolor Feb-15 Starz $4,343 2.6x Lions Gate Entertainment Feb-15 OuiDo - - Technicolor Feb-15 Yashi $33 - Nexstar Broadcasting Group Rentrak, Packaged Media Rental Feb-15 $7 - Vobile Business Jan-15 PremiumBeat $42 - Shutterstock

Source Capital IQ, Press Releases, Public Filings, *Includes Cash

29 Video M&A Select Transactions from 2014

Value EV / LTM Date Target Name Acquirer Name Select Transactions ($MM) Revenue Dec-14 Faber Audiovisuals - - NEP Group Dec-14 Vidmaker - - Youtube Dec-14 Digital Vision (UK) $1 - Image Systems Dec-14 Vidible - - AOL Nov-14 BrightRoll $640 - Yahoo! Dec-14 Nexage $119 3.5x Millennial Media Oct-14 Thomson Video Networks - - Edmond de Rothschild Investment Partners Oct-14 Doremi Labs $113 - Dolby Labs Oct-14 Videoplaza - - Ooyala, Inc. Oct-14 Fabrix $95 5.7x Ericsson Oct-14 Kulu Valley $18 2.7x Qumu Corporation Sep-14 Autocue Group - - Vitec Videocom Sep-14 Aviary - - Adobe Sep-14 Manzanita - - DTS Sep-14 Eyeon Software - - Blackmagic Design Aug-14 Ooyala, Inc. $360 - Telstra Corporation Jul-14 Cache-A Corporation - - ProMAX Systems Jul-14 LiveRail - - Facebook Jun-14 AdColony $350 6.6x Opera Software Jun-14 Shotgun Software $54 - Autodesk Jun-14 Dropcam $555 - Nest Labs Jun-14 Afterlive.tv - - Twitter Jun-14 mDialog - - Google/DoubleClick May-14 AMX $365 - Harman Pro Group May-14 BrandAds - - Extreme Reach Apr-14 itaas - - Cognizant Technology Apr-14 SeaWell Networks - - ARRIS Group Apr-14 Digital Rapids - - Imagine Communications

Source Capital IQ, Press Releases, Public Filings, *Includes Cash

30 Video M&A Select Transactions from 2014

Value EV / LTM Date Target Name Acquirer Name Select Transactions ($MM) Revenue Apr-14 Unreel - - Ross Video Mar-14 Pebble Beach Systems $25 2.6x Vislink Mar-14 LiveTV $500 4.0x Thales Avionics Mar-14 Sample Digital $12 3.0x Prime Focus Technologies Mar-14 Automated Data Systems - - Ross Video Mar-14 Conax $250 2.4x Kudelski Mar-14 Snell - - Quantel Limited Mar-14 X2O Media $19 4.2x Barco NV Feb-14 Grass Valley USA $220 0.8x Miranda Technologies Feb-14 Wegener Corporation & Westport - - Novra Technologies Feb-14 Plantri - - ANNOVA Systems Feb-14 Digitalsmiths Corporation $135 - TiVo Feb-14 Azuki Systems - - Ericsson Feb-14 Capablue - - Arqiva Broadcast Jan-14 Outcast Media - - Gilbarco Jan-14 Unicorn Media $51 - Brightcove Jan-14 Pilat Media Global $72 1.6x SintecMedia

Source Capital IQ, Press Releases, Public Filings, *Includes Cash

31 Video M&A Select Transactions from 2013

Value EV/ LTM Date Target Name Acquirer Name Select Transactions ($MM) Revenue Dec-13 VideoIQ $32 2.9x Avigilon Corporation Dec-13 EdgeCast Networks $390 - Verizon Digital Media Services Dec-13 Aspera - - IBM Dec-13 Imagine Communications - - Harris Broadcast Communications Dec-13 Rhythm NewMedia $57 4.9x Blinkx Nov-13 Mosart Medialab $17 3.2x VIZRT Nov-13 MediaSite $8 1.0x Sonic Foundry Oct-13 Symmetricom $304 1.1x Microsemi Oct-13 Megahertz Broadcast Systems - - OKNO-TV Oct-13 Aurora Networks $323 1.5x Pace Sep-13 Wegener - - Novra Technologies Sep-13 Broadcast Text International - - The Carlyle Group Sep-13 Saffron Digital $224 1.1x Symmetricom Aug-13 Teradek $30 - Vitec Group Aug-13 Adap.tv $405 - AOL Aug-13 Amplifier Technology $6 0.8x Vislink Aug-13 CPC Computer Programing and Captioning - - Telestream Aug-13 Montalto - - Ross Video Aug-13 MOG Technologies - - Infostrada Aug-13 Grab Media - - Blinkx Aug-13 Prime Focus Limited, Backend Business $38 - Prime Focus World Creative Services Aug-13 Stringwire - - NBC News Digital Jul-13 Boxee $30 - Samsung Electronics Jul-13 Red Bee Media - - Ericsson May-13 Hego $29 1.9x Chyron Corporation Mar-13 Skyfire Labs $155 35.9x Opera Software Mar-13 Harmonic, Optical Equipment Business $46 0.9x Aurora Networks Mar-13 Acme Packet $2,004 6.0x Oracle Feb-13 Harris Broadcast Communications $225 - Gores Broadcast Solutions Feb-13 MIPS Technologies $100 5.4x Imagination Technologies Group Feb-13 Olympus Corporation (11.5% stake) $535 - Sony Feb-13 MIPS Technologies, Certain Patents $350 5.4x Allied Security Source Capital IQ, Press Releases, Public Filings

32 PE/VC Activity in Video Markets Select Transactions from 2014 and 2015 Select Investors

> $65m

$20-65m

$10-20m

$5-10m

$0-5m

Source Capital IQ, Press Releases, Public Filings

33 PE/VC Activity in Video Markets Select Transactions from 2013

Select Investors

$20-65m

$10-20m

$5-10m

$0-5m

Source Capital IQ, Press Releases, Public Filings

34 Audio Markets Overview Music and Audio Trends to Watch

1. Continuing Consolidation – Electra Partners added DiGiCo and Calrec to its portfolio, which already included Allen & Heath, acquired in 2013. With some of the strongest brands in live sound and broadcast mixing, the expanded group will have new leverage in a number of ways. In the past year, Gibson acquired Cakewalk and WOOX Audio from Philips. Also in the past year, audio-centric Harman International acquired control system manufacturer AMX, and Riverside Partners acquired a 60% stake in DPA Microphones. In the broader world of audio, the blockbuster deal was Apple’s acquisition of Beats for $3 billion.

2. Desktop Production Systems – The emergence of electronic dance music as a powerful force has brought greater focus to sampling and synthesis, as exemplified by our client iZotope. Meanwhile, leadership positions in the DAW market are evolving, with increasing differentiation between larger/established facilities (mostly Avid-based, especially in the U.S.) and a rapidly growing self-contained producer/engineer/composer market that can choose from an expanding range of DAW products. These include Apple’s Logic Pro X, a $199 powerhouse that includes a huge instrument library, as well as several competitors with similarly powerful systems.

3. Consumer Audio – Following a period of relative indifference to sound quality in an age dominated by mobile music consumption, the CEA and major CE brands are promoting “high-resolution audio” to consumers as a way of educating listeners to the availability of high-quality recorded music and high-fidelity home playback systems. Meanwhile, the U.S. premium headphone ($100+) market segment passed $1 billion in 2013 according to NPD, increasing by 21% over 2012. The CEA forecasts this segment will grow in 2014 to $1.5 billion. Overall 2013 U.S. headphone sales were $2.3 billion, up 11% over 2012, according to NPD. The CEA forecasts revenues of $430 million for Bluetooth speakers in 2014, or 12% growth over 2013. Automotive electronics (including car audio) is still the “800-pound gorilla,” with 2014 expected revenues reaching $11 billion for factory systems, increasing 20% over 2013, according to the CEA.

4. Music Industry – Total album (digital and CD) unit sales have slipped by about 3.5% in the first half of 2014 compared to the first half of 2013, according to Nielsen SoundScan’s mid-year 2014 data. According to Electronic Musician Magazine, the takeaway is “consumers are listening to more music, they just don’t want to pay for it.” A bright spot is the health of subscription and ad-supported streaming, with growth of 89% in equivalent albums over the same period, according to Nielsen SoundScan. This is a primary emerging trend for the future of music distribution.

36 Audio M&A Select Transactions 2013 through 2015 Value EV/ LTM Date Target Name Acquirer Name Select Transactions ($MM) Revenue Apr-15 TC Group International - - MUSIC Group Macao Bang & Olufsen, Automotive Car Audio Mar-15 $145 - Harman International Business Aug-14 DiGiCo - - Electra Partners Jun-14 Abacast - - WideOrbit Jun-14 Pioneer Home Electronics - - ONKYO Corporation Jun-14 WorxAudio Technologies - - PreSonus Audio Electronics Jun-14 Comfort Audio - - Sonova May-14 Beats Electronics $3,000 5.0x Apple Apr-14 WOOX Innovations $135 - Gibson Brands Mar-14 Calrec Audio £15 - Electra Partners Mar-14 Revolabs - - Yamaha Corporation Mar-14 Sabine $10 - ClearOne Mar-14 Topspin Media - - Beats Music Feb-14 Formosa Prosonic Industries $17 - Wistron Corporation Feb-14 Lastar - - Legrand Feb-14 ZUUS Media $30 - Ubiquity Broadcasting Dec-13 Soundsphere - - MSE Audio Group Dec-13 line 6 - - Yamaha Corporation Oct-13 Duran Audio $25 - Harman International Oct-13 Bang & Olufsen of Chelsea - - Kensington Audio Visual Sep-13 Livio Radio $10 - Ford Global Technologies Sep-13 Cakewalk - - Gibson Brands Aug-13 Westwood One $252 1.1x Cumulus Media Aug-13 Music Intelligence Solutions - - R&R World (Tunehog) Jul-13 Blue Microphones - - The Riverside Company Jun-13 Allen & Heath £42 - Electra Partners May-13 Teraki $16 - Sunrise (China) Technology Group Feb-13 Martin Professional $146 - Harman International

Source Capital IQ, Press Releases, Public Filings

37 PE/VC Activity in Audio Market Select Transactions from 2013 through 2015

$60m $12m $10m $25m $40m

$0-10m

Source Capital IQ, Press Releases, Public Filings

38 Why MediaBridge?

• Exclusive focus on media technology and decades of experience in media technology and IT markets

• Relevant and recent deal execution experience

• Personal relationships with and knowledge of leading industry acquirers

• Commitment as senior bankers to transaction management leading to optimum results

• Broad financial, legal, and operational skills to best handle complex transactions

• Reputation and integrity

39 Global Reach, Vertical Depth

Ethan E. Jacks John C. Bowen Managing Partner Managing Partner [email protected] [email protected] 617.592.2739 (m) 617.921.0075 (m)