Noble Media Newsletter Q4 2018

MEDIA SECTOR REVIEW

Gone Too Far? While we were anticipating a difficult market for media stocks in the fourth quarter and warned investors to be cautious (report entitled Climbing the Wall of Worry" dated 10/9/18), none could have predicted the devastating stock price performance. The general market as measured by the INSIDE THIS ISSUE S&P 500 Index declined by 6% for the year and by 14% in 4Q 2018. While all media sectors were down in the quarter, the notable weak performance was in the radio sector, which fell a Outlook: Traditional Media 2 whopping 29%. Notably, the Noble Radio Index finished down a stunning 46% for the year. TV 4 We believe that the genesis of the poor quarterly media sector performance was concern over Radio 5 the health of the U.S. general economy, especially given weakening Europe and Asian economies Publishing 6 and the U.S economy nearing a record 120-month recovery. Not surprising, cyclical media Industry M&A Activity 7 stocks, especially those with some debt leverage, came under intense selling pressure. With Outlook: Internet and Digital Media 8 debt leverage in the relatively high range of 4.5 to 5.5 times for many radio companies, the radio Digital Media 10 sector was hard hit. In our view, the decline was exacerbated by year-end tax loss selling and Advertising Tech. 11 quarter end portfolio positioning. Notably, we believe that the advertising environment is not as Marketing Tech. 12 weak as the stock prices might suggest. Retail and auto seem to be showing favorable signs into Social Media 13 the first quarter 2019. In our view, some of the severely beaten down radio stocks, those with Industry M&A Activity 14 some debt leverage, appear to be oversold. Noble Overview 16 We would look for a New Year bounce in many media companies, with the bounce likely more pronounced in the Radio sector. TV stocks should benefit from continued elevated M&A activity, despite weak fundamentals in 2019 with the absence of political advertising. In our view, investors likely will look into the future with an eye on the anticipate heavy political advertising in 2020 (which may begin as early as the fourth quarter 2019). We believe that the publishing sector will largely be event driven. Investors likely will pay attention to potential acquisitions, which hopefully position into faster growth businesses. As such, investors should focus on companies with clean balance sheets, capable of making acquisition fueled growth. STOCK MARKET PERFORMANCE: TRADITIONAL MEDIA 20%

10%

-10%

-20%

-30%

-40%

-50% Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 S&P 500 Noble TV Noble Radio Noble Publishing NOBLE Capital Markets, Inc., dba NOBLE Capital Markets is a FINRA registered broker/dealer. Member - SIPC (Securities Investor Protection Corporation). Refer to the segment analysis part of the Newsletter to see the components of NOBLE Media Segment Indexes

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 1 OUTLOOK - TRADITIONAL MEDIA TELEVISION BROADCASTING Looking for another round of M&A In the latest quarter, many of the earlier announced merger deals were closed, including the Gray Television (GTN: Rated Outperform) and Raycom merger on January 2, 2019. In addition, a widely anticipated $7.1 billion merger deal with Nexstar (NXST: Not Rated) and Tribune Media (TRCO : Not Rated) was announced on December 3rd. In our view, deal activity supported the television stocks in the latest quarter. As a result, the Noble TV Index was down roughly in line with the market in the fourth quarter, down 15% versus the general market, down 14%. We believe that there will be another round of deal activity likely to be announced in the first half 2019, which should further heighten interest in TV stocks. Among the higher profile merger announcements to watch include the Fox Sports Network and Cox Television Group. In addition, there will be television stations to be sold from the Nexstar/Tribune Media merger. The station sales should enable a quick regulatory review of the deal. In our view, heightened M&A activity will buoy TV stocks in 2019. As such, we expect that the TV group likely will be event driven in the near term. There will not be a lot of fundamental support for the stocks, given the expectation of weaker fundamentals in 2019, a function of tough comparisons from a stellar political advertising environment in 2018. Aside from M&A activity, we anticipate that investors will begin to focus on the likely strong political season in 2020, which may begin as early as the fourth quarter 2019. There are indications that a large number of Democrats may run for President in 2020. As a result, candidates likely will spend heavily into the primary season to distinguish themselves. While we continue to focus on our favorites Gray Television, E.W. Scripps and TEGNA, we believe that investors have largely overlooked Entravision. Near current levels, the EVC shares trade a significant discount to the broadcast group and has a compelling dividend yield.

RADIO BROADCASTING Appears Oversold The radio industry had a disastrous 2018, capped with a stunning 29% drop in stock prices in the fourth quarter. For the year, Radio stocks were down a staggering 46%. We believe that the weakness was largely related to concerns over the health of the U.S. economy, fueled by a rising interest rate environment, exacerbated by year-end tax loss selling. High debt levered radio companies seemed to take the brunt of the stock sell-off, particularly those that were levered in the 4.5 to 5.5 debt to cash flow range. Stocks with the most meaningful latest quarter moves were Beasley Broadcasting (BBGI: Not Rated) down 46% for the quarter; Townsquare Media (TSQ: Rated Outperform) down 48%; and Salem Media (SALM: Rated Market Perform) down 39%. The shares of Entercom (ETM: Not Rated) were down 28% in the quarter, but for the year was down 47%, in line with the industry. With the recent pullback, the radio stocks appear to be trading at recession type valuations at roughly 6.7 times enterprise value to estimated 2019 cash flow. We believe that the current fundamental environment appears more constructive than the stock prices might suggest. Retail and auto advertising categories appear more resilient into the first quarter 2019. Nonetheless, the industry still faces challenges from data driven advertising mediums, even as the industry tries to develop some applications to address its data deficiencies. We are mindful of the prospect of a classic "value trap" even as we become more constructive on some stocks in the industry based on valuation. For the most part, our valuation assumes that free cash flow will be used to pare down debt, which, in turn, should improve equity values. Such a prospect, should allow for a compelling return from near current levels. Consequently, we have recently raised our rating on Cumulus Media from Market Perform to Outperform.

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 2 OUTLOOK - TRADITIONAL MEDIA PUBLISHING

Thawing M&A environment? The publishing sector narrowly outperformed the general market in the fourth quarter, down 13% versus a 14% decline for the general market as measured by the S&P 500 Index. We believe that the stocks were buoyed by a possible merger with McClatchy (MNI: Rated Market Perform) and Tribune Publishing (TPCO: Rated Outperform). But, without any news, such a merger appears increasingly less likely as time passes. The publishing stocks held up remarkably well against the backdrop of a largely disappointing third quarter. Most of the publishing companies were adversely affected by tariffs on Canadian newsprint, which pushed newsprint prices to soared over 25% in the quarter. The outlook for newsprint prices is much more favorable in the fourth quarter, as the tariffs were rolled back. As such, we believe that ongoing cost restructuring efforts will become more evident in the fourth quarter. There is a disparity of debt leverage among the players in the industry, as the chart below illustrates, with Tribune having the cleanest balance sheet following the sale of its California newspaper group. In addition, we believe that the company is among the best positioned to make acquisitions to fuel the transition to faster growth businesses. Given the strong cash flow and clean balance sheet, we continue to believe that the company is a potential takeover candidate.

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 3 TV – SEGMENT ANALYSIS

% of LTM Ent. Value / Net 3 Year Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Dividend Value Price High Cap ($M) Debt ($M) ($M) ($M) LTM 2018E 2019E LTM 2018E 2019E EBITDA CAGR Margin Yield ($M) CBS Corporation $47.67 77.4% $17,839 9671 $27,516 $14,411 $3,138 1.9x 1.9x 1.8x 8.8x 8.3x 7.8x 3.1x 3.0% 21.8% 1.5% Nexstar 80.41 89.6% 3,715 4,030 7,768 2,622 961 3.0x 2.8x 2.9x 8.1x 7.8x 8.7x 4.2x 56.8% 36.6% 1.9% Tribune Media 45.54 100.1% 3,994 2,037 6,036 1,920 557 3.1x 3.0x 3.1x 10.8x 9.7x 12.6x 3.7x 1.3% 29.0% 2.2% Sinclair 28.39 70.7% 2,762 2,879 5,603 2,972 813 1.9x 1.8x 1.9x 6.9x 6.1x 7.1x 3.5x 11.4% 27.4% 2.9% TEGNA Inc. 10.99 70.4% 2,366 2,966 5,332 2,055 681 2.6x 2.4x 2.5x 7.8x 7.0x 7.9x 4.4x (10.2%) 33.1% 2.5% Gray Television, Inc. 15.39 76.0% 1,528 1,249 2,770 990 373 2.8x 2.6x 2.8x 7.4x 6.2x 8.5x 3.4x 20.2% 37.7% 0.0% The E.W. Scripps 17.01 92.2% 1,372 559 1,932 1,090 141 1.8x 1.6x 1.3x 13.7x 9.1x 7.9x 4.0x 20.1% 12.9% 1.2% Entravision 3.38 44.9% 300 59 360 289 42 1.2x 1.2x 1.2x 8.6x 6.8x 7.2x 1.2x 30.3% 14.5% 6.3%

Mean 2.3x 2.2x 2.2x 9.0x 7.6x 8.5x 3.4x 16.6% 26.6% 2.3% Median 2.3x 2.2x 2.2x 8.3x 7.4x 7.9x 3.6x 15.8% 28.2% 2.0%

LTM EBITDA MARGIN REVENUE GROWTH

35% 20% 30% 15% 25% 10% 20% 5% 15% 0% 10% -5% 5% -10% 0% -15% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18 NET DEBT / LTM EBITDA EV / EBITDA

8.0x 14.0x 12.0x 6.0x 10.0x 8.0x 4.0x 6.0x 2.0x 4.0x 2.0x 0.0x 0.0x Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 4 RADIO – SEGMENT ANALYSIS

% of LTM Ent. Value / Net 3 Year Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Dividend Debt Value Price High Cap ($M) ($M) ($M) LTM 2018E 2019E LTM 2018E 2019E EBITDA CAGR Margin Yield ($M) ($M) Entercom $6.72 57.7% $958 $1,801 $2,759 $1,571 $378 NM 1.8x 1.8x NMF 7.8x 7.1x 4.1x 16.0% 24.1% 5.6% Cumulus Media 12.04 46.3% 198 1,243 1,441 1,125 210 1.3x 1.3x 1.3x 6.9x 6.3x 6.9x 5.9x (3.5%) 18.7% NA Urban One 1.93 80.1% 87 895 993 435 127 2.3x NA NA 7.8x NA NA 7.1x (0.1%) 29.2% NA Townsquare Media 5.95 60.8% 113 507 621 515 101 1.2x 1.5x 1.4x 6.2x 6.4x 6.6x 5.0x 10.7% 19.5% 5.2% Beasley Broadcast 4.59 32.7% 126 234 360 240 41 1.5x 1.4x 1.4x 8.9x 7.4x 7.1x 5.8x 58.1% 16.9% 4.6% Salem Media Group 2.41 38.6% 63 250 314 263 41 1.2x 1.2x 1.2x 7.6x 7.2x 7.6x 4.6x (0.4%) 15.7% NA Saga Communications 34.39 80.7% 203 (29) 174 123 26 1.4x NA NA 6.8x NA NA NM (4.1%) 20.7% 5.9% Emmis Communications 3.61 61.8% 47 80 156 126 12 1.2x NA NA 13.3x NA NA 6.8x (14.5%) 9.3% 0.0%

Mean 1.4x 1.4x 1.4x 8.2x 7.0x 7.1x 5.6x 7.8% 19.3% 4.2% Median 1.3x 1.4x 1.4x 7.6x 7.2x 7.1x 5.8x (0.2)% 19.1% 5.2%

LTM EBITDA MARGIN REVENUE GROWTH

30% 5%

25% 3% 20% 1% 15% -1% 10% 5% -3% 0% -5% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18 NET DEBT / LTM EBITDA EV / EBITDA

8.0x 10.0x

8.0x 6.0x 6.0x 4.0x 4.0x

2.0x 2.0x

0.0x 0.0x Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 13 14 14 15 15 16 16 17 17 18 18 13 13 14 14 15 15 16 16 17 17 18

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 5 PUBLISHING – SEGMENT ANALYSIS

% of LTM Ent. Value / Net 3 Year Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Dividend Debt Value Price High Cap ($M) ($M) ($M) LTM 2018E 2019E LTM 2018E 2019E EBITDA CAGR Margin Yield ($M) ($M) News Corporation $11.98 69.3% $7,009 ($50) $8,172 $9,490 $1,017 0.9x 0.8x 0.8x 8.0x 6.6x 6.1x NM 1.9% 10.7% 1.7% The New York Times 22.86 79.6% 3,771 (302) 3,469 1,709 249 2.0x 2.0x 1.9x 13.9x 13.9x 12.2x NM 1.8% 14.6% 0.7% Gannett Co., Inc. 9.39 76.8% 1,062 229 1,292 3,020 301 0.4x 0.4x 0.4x 4.3x 4.0x 3.9x 0.8x (0.3%) 10.0% 6.9% New Media Investment 12.60 66.0% 755 351 1,108 1,504 161 0.7x 0.7x 0.7x 6.9x 5.8x 5.8x 2.2x 27.2% 10.7% 12.3% The McClatchy Company 7.70 71.9% 60 740 800 839 89 1.0x 1.0x NA 9.0x 6.1x NA 8.3x (7.6%) 10.6% NA Lee Enterprises, Incorporated 2.17 65.8% 124 462 588 544 123 1.1x NA NA 4.8x NA NA 3.8x (5.7%) 22.6% NA Tribune Publishing Company 12.37 50.0% 440 (90) 389 1,552 103 0.3x 0.4x 0.4x 3.8x 3.6x 4.0x NM (3.7%) 6.6% NA A.H. Belo Corporation 4.15 71.6% 90 (58) 31 214 7 0.1x NA NA 4.2x NA NA NM (3.0%) 3.5% NA

Mean 0.8x 0.9x 0.9x 6.9x 6.7x 6.4x 3.7x 1.3% 11.2% 5.4% Median 0.8x 0.8x 0.7x 5.8x 5.9x 5.8x 3.0x (1.7)% 10.7% 4.3%

LTM EBITDA MARGIN REVENUE GROWTH

20% 0%

15% -2%

10% -4%

5% -6%

0% -8% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18 NET DEBT / LTM EBITDA EV / EBITDA

6.0x 10.0x

8.0x 4.0x 6.0x

4.0x 2.0x 2.0x

0.0x 0.0x Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 6 TRADITIONAL MEDIA M&A ACTIVITY TRANSACTION EV / EV/ DATE BUYER TARGET VALUE ($M) REVENUE EBITDA CLASSIFICATION 12/21/2018 Lamar Advertising Fairway Outdoor Advertising, LLC 418.5 6.2x 12.0x Outdoor Advertising 12/19/2018 Endeavor Business Media, LLC Assets of Forester Media Inc. NA NA NA Magazines; Trade Shows 12/18/2018 Sourcebooks, Inc. Assets of Poisoned Pen Press NA NA NA Book Publishing 12/16/2018 Paxton Media Group, LLC Journal Enterprises, Inc./Dawson Springs NA NA NA Newspapers 12/14/2018 Telesouth Communications Alpha Media, Biloxi, MS stations 2.5 NA NA Radio Stations 12/13/2018 Cohen Media Group, LLC Avenue Magazine from Manhattan Media NA NA NA Magazine 12/12/2018 WXXI Public Broadcasting Council Rochester City Newspaper NA NA NA Newspaper 12/10/2018 Gen Media Partners The Tacher Company & Regional Reps NA NA NA Movie Theaters 12/6/2018 Mirror Media Group Palisades News NA NA NA Bi-Weekly Magazine 12/4/2018 Cohen Media Group, LLC Silver Cinemas Acquisition Co. NA NA NA TV Stations; Cable Network 12/3/2018 Nexstar Media Group, Inc. Tribune Media Company 6,222.0 3.2x 8.6x TV Stations; Cable Network 11/26/2018 Lerner Publishing Group, Inc. Zest Books, LLC NA NA NA Book Publishing 11/16/2018 BridgeTower Media, LLC Progressive Business Media NA NA NA Magazines; Events; Research 11/13/2018 Penske Media Corporation Art Media Holdings, LLC NA NA NA Magazines 11/9/2018 Fortune Media Group Holdings FORTUNE Media Brand of Meredith 150.0 NA NA Magazine 11/8/2018 Boat Rocker Media Matador Content, LLC NA NA NA TV Production; Programming 11/2/2018 AIM Media Midwest, LLC The Star Brookville NA NA NA Newspaper 11/2/2018 Hoffman Media, LLC Martha Pullen Company NA NA NA Publishing; Internet Retail 11/2/2018 Endeavor Business Media, LLC Healthcare Informatics Group NA NA NA Magazine; Events 10/30/2018 Nexstar Broadcasting Hawaii TV stations from American Spirit 6.5 NA NA TV Stations 10/30/2018 Quincy Media, Inc. WSIL-TV of Mel Wheeler, Inc. 24.5 NA NA TV Station 10/30/2018 Saga Communications, Inc. 4 stations in FL from Ocala Broadcasting 9.3 NA NA Radio Stations 10/29/2018 Scripps Media, Inc. 15 TV Stations of Cordillera 521.0 NA 15.8x TV Stations 10/29/2018 Quincy Media, Inc. KVOA-TV of Cordillera Communications, NA NA NA TV Station 10/12/2018 Global Outdoor Exterion Media Group NA NA NA Outdoor Advertising 10/11/2018 Signal Outdoor Martin Outdoor Media NA NA NA Outdoor Advertising

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 7 OUTLOOK – INTERNET AND DIGITAL MEDIA STOCK MARKET PERFORMANCE: INTERNET AND DIGITAL MEDIA 80% 60% 40% 20% 0% -20% -40% Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 S&P 500 Index Noble Digital Media Noble Ad Tech Noble Marketing Tech Noble Social Media INTERNET AND DIGITAL MEDIA COMMENTARY 2018 – A Darwinian Year for Digital Publishers With the exception of the social media sector, digital media and marketing stocks mostly outperformed the broader market in 2018. While the S&P 500 was down 6% for the year, Noble’s ad tech, marketing tech, and digital media indices were up 40%, 29%, and 3%, respectively, while Noble’s social media index was down 25%. The underperformance of the social media sector was driven by Snap (-62%) and Facebook (-26%). While Facebook’s stock came under intense regulatory scrutiny, the company’s business continued to perform well, and its continued success, along with the emerging growth of Amazon’s advertising business appears to be taking some of the oxygen out of the room for other online publishers. We have often written about the digital media sector and how, despite the growth of Facebook and Google (which account for 60% of online advertising in the U.S.), the rest of the industry continued to grow at a double-digit clip. In fact, this analysis still holds. For example, in November, the IAB came out with their 1H 2018 revenue analysis which showed that digital advertising grew by 23% to $49.5 billion, up from $40.3 billion in 1H 2017. Triangulating between the IAB’s estimated industry revenues and Google’s and Facebook’s U.S. advertising revenues, we calculated the residual revenues that hundreds of other digital publishers generate in revenues, as shown in the chart below.

The Big Two: 1H 2018 - Growth in Digital Advertising % Share of U.S. Ad Revenue 1H 2018 1H 2017 % Growth $ Growth Growth Google $24.9 $20.9 19% $4.0 43% Facebook $11.9 $8.5 40% $3.4 37% All Others $12.7 $10.8 17% $1.9 20% IAB/PwC $49.5 $40.3 23% $9.3 100%

Source: IAB; PwC, & Noble Capital Markets

The data shows that Google and Facebook accounted for $7.4 billion of the incremental $9.3 billion, or roughly 80% of all incremental growth in the sector. This suggests that there are substantial advertising dollars available for the rest of the industry’s participants. We calculate that “all other” digital publishers accounted for an incremental $1.9 billion in ad dollars, and that this group posted healthy 1H 2018 revenue growth of 17%.

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 8 OUTLOOK – INTERNET AND DIGITAL MEDIA INTERNET AND DIGITAL MEDIA COMMENTARY The Rise Amazon’s Ad Business Begins to Take Share from Other Digital Publishers However, eMarketer recently forecast that Amazon has leapfrogged Microsoft and Oath (n.k.a. Verizon Digital Media) to become the third largest digital advertising company in the U.S. in 2018. eMarketer estimated that Amazon’s digital advertising business increased to $4.6 billion in 2018 from $1.9 billion in 2017. If we adjust these numbers for seasonality and include Amazon, the chart above becomes the chart below, which shows that the incremental advertising for “all others” grew by $0.6 billion (not $1.9 billion) and that ad revenues grew at a much smaller rate (6% instead of the 17% shown previously).

The Big Three: 1H 2018 - Growth in Digital Advertising

% Share of U.S. Ad Revenue 1H 2018 1H 2017 % Growth $ Growth Growth Google $24.9 $20.9 19% $4.0 43% Facebook $11.9 $8.5 40% $3.4 37% Amazon $2.1 $0.9 145% $1.2 13% All Others $10.6 $9.9 6% $0.6 7% IAB/PwC $49.5 $40.3 23% $9.3 100% Source: IAB; PwC, eMarketer & Noble Capital Markets The success of Google, Facebook and now Amazon appears to have weighed on several pure-play digital publishers in the last year. Verizon’s $4.6 Billion Write Down Last month, Verizon took a $4.6 billion write down on their media business, noting in an SEC filing that it “has experienced increased competitive and market pressures throughout 2018 that have resulted in lower than expected revenues and earnings. These pressures are expected to continue and have resulted in a loss of market positioning to our competitors in the digital advertising business.” The company noted that it expected 2018 digital advertising revenues to be flat with 2017 revenues. News Oriented Sites Also Struggle In early 2018, digital video publisher Little Things shut down, citing 1) a Facebook newsfeed algorithm change that reduced the site’s organic reach by 75%, and 2) Facebook’s decision to emphasize users’ posts over news in an effort to improve engagement on the platform. The same algorithmic change played a role in the sale of digital publisher Mic. In late November, Mic sold to Bustle Digital Media for $5 million. Previously Mic had raised $60 million with the last round rumored to value the company at $100 million. Like many digital publishers, Mic had pivoted to a video-centric model, but Facebook’s decision to reduce its emphasis on publisher content in favor of user content was instrumental in a 90% decrease in Mic’s video views. In early November, Defy Media, owner of sites such as Smosh and Clevver, shut down. Defy Media was created via the merger of Alloy Digital and Break Media in 2013. In September 2016, Defy raised $70 million, bringing total capital raised to $100 million. Defy distributed original programming across 25 video platforms including YouTube, subscription VOD services and TV networks. The company’s in-house studio produced 75 regularly scheduled shows. Defy was looking to find new homes for several of its shows. Later in November, Disney wrote down the value of its investment in Vice Media by $157 million. Vice is one of the few pure-play digital media companies that had made the leap into traditional media with its own cable network. 2018 proved to be a year of survival of the fittest for digital publishers. Several digital publishers learned the hard way the downsides of hitching their success to Facebook. While Facebook proved to be a great way to achieve scale rapidly, it also proved to be the undoing of several publishers when Facebook changed algorithms to favor user posts rather than news content. Scale is clearly important in the digital advertising space, so we would expect continued consolidation in the coming quarters.

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 9 DIGITAL MEDIA – SEGMENT ANALYSIS

% of LTM Ent. Value / 3 Year Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Revenue EBITDA Gross Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2018E 2019E LTM 2018E 2019E CAGR Margin Margin Alphabet Inc. $1,075.92 83.3% $748,266 ($102,430) $643,203 $129,866 $39,334 5.0x 4.7x 4.0x 16.4x 12.8x 10.7x 18.9% 30.3% 56.96% Netflix, Inc. 315.34 74.5% 137,515 5,269 142,784 14,893 1,714 9.6x 9.0x 7.2x 83.3x 71.7x 47.5x 28.5% 11.5% 39.53% Spotify Technology 119.36 60.0% 21,621 (1,676) 19,674 4,913 (196) 3.4x 3.3x 2.5x NM NM NM 0.0% (4.0%) 25.16% Tencent Music 12.81 86.8% 20,950 (11,529) 19,278 17,174 3,646 7.7x 7.0x 5.0x 5.3x 30.9x 25.1x 0.0% 21.2% 39.80% IAC/InterActiveCorp 181.03 81.0% 15,119 118 16,034 4,109 714 3.9x 3.8x 3.3x 22.5x 16.4x 13.7x 2.1% 17.4% 79.14% Pandora Media, Inc. 8.83 87.7% 2,396 (132) 2,777 1,517 (253) 1.8x 1.8x 1.6x NM NM NM 16.8% (16.6%) 33.13% Leaf Group Ltd. 7.83 65.0% 184 (33) 151 149 (14) 1.0x 1.0x 0.8x NM NM 52.6x (9.2%) (9.1%) 40.67% TheStreet, Inc. 2.07 82.8% 103 (41) 62 61 0 1.0x 1.2x 1.1x NM NM 18.1x 0.8% 0.0% 59.19%

Mean 4.2x 4.0x 3.2x 31.9x 33.0x 27.9x 7.2% 6.3% 46.7% Median 3.7x 3.5x 2.9x 19.4x 23.6x 21.6x 1.4% 5.8% 40.2%

LTM EBITDA MARGIN REVENUE GROWTH

20% 20%

16% 15% 12% 10% 8% 5% 4%

0% 0% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18 NET DEBT / LTM EBITDA EV / EBITDA

5.0x 40.0x

3.0x 30.0x 1.0x 20.0x -1.0x 10.0x -3.0x

-5.0x 0.0x Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 10 ADVERTISING TECHNOLOGY – SEGMENT ANALYSIS

% of LTM Ent. Value / 3 Year Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Revenue EBITDA Gross Debt Price High Cap ($M) Value ($M) ($M) ($M) LTM 2018E 2019E LTM 2018E 2019E CAGR Margin Margin ($M) The Trade Desk, Inc. $124.57 77.1% $5,387 ($166) $5,220 $419 $96 12.4x 11.2x 8.5x 54.6x 35.7x 27.4x 90.6% 22.8% 76.2% Criteo S.A. 23.56 64.3% 1,587 (453) 1,153 2,304 250 0.5x 1.2x 1.1x 4.6x 3.8x 3.7x 32.5% 10.9% 36.7% QuinStreet, Inc. 17.41 98.1% 858 (71) 788 430 25 1.8x 1.8x 1.5x 32.1x 19.4x 13.8x 12.7% 5.7% 14.7% Fluent, Inc. 4.20 60.4% 316 42 359 245 20 1.5x 1.5x 1.3x 17.6x 7.9x 6.7x 307.0% 8.3% 38.0% RhythmOne plc 1.86 62.9% 146 (13) 137 316 15 0.6x 0.5x 0.4x 9.0x 4.4x 2.9x 5.9% 4.8% 44.2% The Rubicon Project, Inc. 3.98 81.4% 201 (97) 104 115 (53) 0.9x 0.9x 0.7x NM NM 9.4x 7.5% (46.4%) 47.7% Taptica International Ltd 1.85 36.4% 127 (42) 95 289 38 0.4x 0.4x 0.3x 2.5x 2.7x 2.5x 49.5% 13.2% 39.1% Perion Network Ltd. 2.87 70.9% 74 (1) 73 258 21 0.3x 0.3x 0.3x 3.5x 2.5x 2.3x (11.0%) 8.0% 41.5% Telaria, Inc. 3.02 57.0% 128 (71) 58 51 (12) 1.1x 1.1x 0.9x NM NM 14.4x (35.0%) (24.4%) 90.0% Synacor, Inc. 1.65 66.0% 64 (12) 53 150 5 0.4x 0.4x 0.3x 10.7x 6.9x 4.1x 9.5% 3.3% 48.8% Inuvo, Inc. 1.15 74.2% 37 1 38 80 (2) 0.5x 0.5x 0.5x NM NM 10.6x 17.1% (2.3%) 58.2% SeaChange International 1.49 38.9% 53 (23) 30 68 (8) 0.4x 0.5x 0.4x NM NM 6.2x (11.4%) (11.7%) 63.6% SITO Mobile, Ltd. 1.35 18.6% 34 (5) 30 43 (18) 0.7x 0.7x 0.5x NM NM NM 0.0% (41.5%) 45.3% Matomy Media Group 0.08 10.3% 8 25 27 153 7 0.2x NA NA 3.9x NA NA 1.1% 4.6% 19.2% Social Reality, Inc. 2.28 33.1% 23 (11) 12 15 (8) 0.8x 1.1x 0.6x NM NM NM 65.8% (53.6%) 74.8%

Mean 1.5x 1.6x 1.3x 15.4x 10.4x 8.7x 36.1% (6.6)% 49.2% Median 0.6x 0.8x 0.6x 9.0x 5.6x 6.4x 9.5% 4.6% 45.3% LTM EBITDA MARGIN REVENUE GROWTH

10% 35% 30% 5% 25% 20% 0% 15%

-5% 10% 5% -10% 0% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18 NET DEBT / LTM EBITDA EV / EBITDA

5.0x 30.0x

3.0x 25.0x 20.0x 1.0x 15.0x -1.0x 10.0x -3.0x 5.0x -5.0x 0.0x Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 11 MARKETING TECHNOLOGY – SEGMENT ANALYSIS

% of LTM Ent. Value / 3 Year Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Revenue EBITDA Gross Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2018E 2019E LTM 2018E 2019E CAGR Margin Margin Adobe Inc. $229.26 82.6% $111,909 $896 $112,805 $9,030 $3,160 12.5x NA 10.1x 35.7x NM 22.9x 23.5% 35.0% 86.8% salesforce.com, inc. 142.22 88.2% 108,798 941 109,739 12,484 1,176 8.8x 8.3x 6.9x NM 34.5x 27.7x 24.9% 9.4% 74.0% Shopify Inc. 144.39 81.8% 15,931 (1,578) 14,353 952 (66) 15.1x 13.6x 9.7x NM NM 152.9x 85.8% (7.0%) 55.8% Akamai Technologie 61.24 73.7% 9,974 (256) 9,718 2,674 698 3.6x 3.6x 3.3x 13.9x 9.0x 8.1x 8.4% 26.1% 64.9% HubSpot, Inc. 133.28 82.2% 5,229 (248) 4,981 475 (37) 10.5x NM NM NM NM NM 48.0% (7.8%) 80.2% SendGrid, Inc. 46.93 96.9% 2,237 (164) 2,073 137 7 15.1x 14.3x 11.5x NM NM 90.3x 37.8% 4.8% 75.0% SVMK Inc. 13.40 67.0% 1,676 152 1,828 243 (86) 7.5x 7.2x 6.4x NM 31.4x 33.6x 0.0% (35.4%) 69.4% Yext, Inc. 15.46 56.9% 1,559 (107) 1,452 213 (75) 6.8x 6.4x 4.9x NM NM NM 41.6% (35.3%) 74.7% LivePerson, Inc. 19.71 71.9% 1,250 (66) 1,184 242 5 4.9x 4.7x 4.2x NM 62.3x NM 1.4% 1.9% 75.0% ChannelAdvisor 11.35 72.6% 310 (47) 263 131 (2) 2.0x 2.0x 1.9x NM 32.5x 24.9x 13.0% (1.7%) 80.3% Cardlytics, Inc. 11.65 41.2% 249 (1) 248 142 (29) 1.7x 1.7x 1.3x NM NM NM 0.0% (20.5%) 36.0% Brightcove Inc. 7.21 67.1% 263 (27) 236 164 (7) 1.4x 1.4x 1.4x NM NM 37.7x 7.6% (4.3%) 59.5% SharpSpring, Inc. 14.00 94.1% 120 (3) 117 17 (8) 6.8x 6.3x 4.9x NM NM NM 21.5% (44.4%) 67.6% Marin Software 5.50 45.8% 32 (11) 21 60 (25) 0.3x NA NA NM NM NA (9.0%) (41.4%) 52.8%

Mean 6.9x 6.3x 5.5x 24.8x 33.9x 49.8x 21.8% (8.6)% 68.0% Median 6.8x 6.3x 4.9x 24.8x 32.5x 30.7x 50.4% 35.5% 71.7%

LTM EBITDA MARGIN REVENUE GROWTH

10% 30% 25% 5% 20% 0% 15% 10% -5% 5% -10% 0% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18 NET DEBT / LTM EBITDA EV / EBITDA

5.0x 40.0x

3.0x 30.0x 1.0x 20.0x -1.0x 10.0x -3.0x

-5.0x 0.0x Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 13 14 14 15 15 16 16 17 17 18 18 13 14 14 15 15 16 16 17 17 18 18

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 12 SOCIAL MEDIA– SEGMENT ANALYSIS

% of LTM Ent. Value / 3 Year Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Revenue EBITDA Gross Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2018E 2019E LTM 2018E 2019E CAGR Margin Margin Facebook, Inc. $138.05 63.1% $396,726 ($41,136) $355,590 $51,896 $28,388 6.9x 6.4x 5.2x 12.5x 10.7x 9.7x 48.3% 54.7% 84.3% Twitter, Inc. 31.34 65.6% 23,779 (3,249) 20,531 2,865 674 7.2x 6.8x 6.0x NM 17.9x 15.7x 20.3% 23.5% 68.1% Match Group, Inc. 43.37 71.2% 12,061 852 12,924 1,651 564 7.8x 7.5x 6.5x 22.9x 20.0x 17.2x 14.4% 34.2% 76.7% Snap Inc. 6.21 29.3% 8,041 (1,414) 6,627 1,076 (1,274) 6.2x 5.7x 4.3x NM NM NM NA NM 31.5% The Meet Group 5.04 89.5% 373 19 391 166 22 2.4x 2.2x 2.0x 17.6x 12.9x 11.8x 40.3% 13.4% 100.0% PeerStream, Inc. 3.98 52.4% 27 (7) 20 26 0 0.8x NA NA 66.1x NA NA 4.2% 1.2% 81.8%

Mean 5.2x 5.7x 4.8x 29.8x 15.4x 13.6x 51.8% 25.4% 73.7% Median 6.5x 6.4x 5.2x 20.2x 15.4x 13.7x 48.3% 23.5% 79.3%

LTM EBITDA MARGIN REVENUE GROWTH

30% 140% 120% 20% 100% 10% 80% 0% 60% 40% -10% 20% -20% 0% Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 15 15 16 16 16 16 17 17 17 17 18 18 18 15 15 16 16 16 16 17 17 17 17 18 18 18 NET DEBT / LTM EBITDA EV / EBITDA

4.0x 20.0x

2.0x 15.0x

0.0x 10.0x

-2.0x 5.0x

-4.0x 0.0x Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 15 15 16 16 16 16 17 17 17 17 18 18 18 15 16 16 16 16 17 17 17 17 18 18 18

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 13 INTERNET AND DIGITAL MEDIA M&A ACTIVITY TRANSACTION EV / EV/ DATE BUYER TARGET VALUE ($M) REVENUE EBITDA CLASSIFICATION 12/20/2018 Zynga Inc. Small Giant Games Ltd. NA NA NA Games 12/20/2018 Free Stream Media Corp. Screen6 B.V. NA NA NA Identity; Cross Device ID Solutions 12/19/2018 GameLoft SE FreshPlanet, Inc. NA NA NA Games 12/19/2018 BlockChain Innovations Corp. The Games Company Ltd. NA NA NA Games 12/17/2018 Verint Systems Inc. ForeSee Results, Inc. 64.9 NA NA CEM; Analytics 12/13/2018 sovrn Holdings, Inc. VigLink, Inc. NA NA NA Ad Tech; Affiliate Linking 12/13/2018 Wikia, Inc. Curse Media NA NA NA Games; Ecommerce 12/13/2018 Upland Software, Inc. Adestra Limited 60.2 NA NA Email; CEM; Personalization 12/12/2018 Accenture plc Adaptly, Inc. NA NA NA Marketing; Planning; Optimization; 12/11/2018 Cognizant Technology Solutions Mustache LLC NA NA NA Digital Agency; Content Agency 12/10/2018 Cinedigm Corp. Viewster AG NA NA NA PayTV; VOD 12/7/2018 Essential Products, Inc. Cloudmagic, Inc. NA NA NA Email 12/6/2018 Euromoney Institutional Investor The Deal, LLC 87.3 3.5x NA Publishing; B2B; Information 12/6/2018 Aberdeen Group LLC The Big Willow, Inc. NA NA NA Ad Tech; Company Intent Data 12/6/2018 Walmart Inc. Art.com Inc. NA NA NA Ecommerce 12/6/2018 Boku, Inc. Danal, Inc. 101.4 19.9x NA Identity; Verification 12/5/2018 The Players' Tribune, Inc. Unscriptd Ltd NA NA NA Content mgmt; Video App 12/4/2018 CarGurus, Inc. Petrolheads Ltd. NA NA NA Publishing; Ecommerce 12/4/2018 Good Life Networks Inc. 495 Communications, LLC 15.0 1.0x 7.9x Content mgmt; 12/3/2018 S4 Capital plc MightyHive, Inc. 150.0 3.7x 13.5x Ad Tech; Programmatic 12/3/2018 Digital Locations, Inc. EllisLab, Inc. 3.6 NA NA Content Mgmt; AI 12/2/2018 TheBlaze Inc. (nka:Blaze Media, LLC) CRTV LLC NA NA NA Video; OTT; Publishing 11/30/2018 Rovio Entertainment Oyj PlayRaven Oy 5.0 NA NA Games 11/29/2018 BDG Media Inc. Mic Network Inc. 5.0 NA NA Publishing 11/28/2018 Conviva, Inc. Delmondo NA NA NA Analytics; Video; Social 11/28/2018 Cinedigm Corp. Comic Blitz LLC NA NA NA Publishing; Comics; Subscription 11/27/2018 IDify, LLC QBC Holdings, Inc. NA NA NA Identity; Device ID 11/26/2018 Marchex, Inc. SITA Laboratories, Inc. 35.0 NA NA Tele-mktg; Call Monitoring 11/21/2018 Shopify Inc. Tictail AB NA NA NA Ecommerce 11/20/2018 Mobiquity Technologies, Inc. Advangelists, LLC 15.4 NA NA Ad Tech; Programmatic 11/19/2018 iHeartMedia, Inc. Jelli, Inc. NA NA NA Ad Tech; Ad Exchange 11/18/2018 Gemspring Capital LLC Assets of Bobit Business Media Inc. NA NA NA B2B; Publishing; Events 11/15/2018 Drop Technologies Inc. Canopy Labs Software Inc. NA NA NA Marketing; Predictive Analytics; 11/15/2018 Vestar Capital Information Resources, Inc. NA NA NA Data; Predictive Analytics 11/15/2018 Teddy Sagi Group MobFox Mobile Advertising GmbH 7.5 0.2x NA SSP; Mobile 11/14/2018 Mobivity Holdings Corp. Certain Operating Assets of Belly Inc. 3.0 NA NA Loyalty; Attribution; Point of Sale 11/13/2018 Digital Media Solutions, LLC. Fosina Marketing Group Inc. NA NA NA Marketing; Directo to Consumer 11/13/2018 Curate Mobile ltd. JUICE Mobile NA NA NA DSP; DMP; Mobile 11/13/2018 Stirling Corp. Digital Assets of Paradise Publishers, Inc. NA NA NA Publishing 11/12/2018 Jaz'd Advisors Wellesley Information Services, Inc. NA NA NA Publishing; Training; Events; 11/11/2018 SAP America, Inc. Qualtrics International Inc. 8,000.0 21.5x 689.7x CRM; Data; Analytics 11/10/2018 Microsoft Corporation Obsidian Entertainment, Inc./inXile NA NA NA Games 11/7/2018 Deltatre Limited Massive Interactive, Inc. 111.6 NA NA Content mgmt; OTT 11/7/2018 RollWorks Growlabs.com Inc. NA NA NA Lead Gen; B2B; CRM; AI 11/5/2018 HS2 Solutions, Inc. (nka:Bounteous) Demac Media Inc. NA NA NA Digital Agency; Ecommerce

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 14 INTERNET AND DIGITAL MEDIA M&A ACTIVITY TRANSACTION EV / EV/ DATE BUYER TARGET VALUE ($M) REVENUE EBITDA CLASSIFICATION 11/5/2018 ConversionPoint Technologies Inc. Inuvo, Inc. 80.3 1.0x NM Ad Exchange; SSP 11/5/2018 Quorum Information Technologies DealerMine Inc. 11.0 1.2x 18.0x CRM 11/1/2018 Ascential plc Flywheel Digital LLC 400.0 NA NA Search; eCommerce tools 11/1/2018 Next Fifteen Communications Activate Marketing Services, LLC NA NA NA Marketing; B2B Tech Marketing 11/1/2018 Dolphin Entertainment, Inc. Viewpoint Creative 2.0 NA NA Digital Agency; Consulting 10/31/2018 Criteo S.A. Manage.com Group, Inc. NA NA NA Ad Tech; Mobile App Install 10/31/2018 ASG Technologies Group, Inc. Mitek Systems, Inc. 485.1 7.6x 97.6x Identity; Verification 10/30/2018 Ipsos SA Synthesio, Inc. 50.0 NA NA Analytics; Social Listening 10/26/2018 Global Services Group, Inc. 10 Day Media, Inc. NA NA NA IR/PR; Lead Generation 10/26/2018 Kleiner Perkins Caufield & Byers Epic Games, Inc. NA NA NA Games 10/25/2018 Chicken Soup for the Soul Certain Assets of Truli Media Group NA NA NA Video; OTT 10/23/2018 Skyword Inc. TrackMaven, Inc. NA NA NA Analytics; Content Marketing 10/23/2018 Unity Technologies, Inc. Digital Monarch Media Ltd. NA NA NA Software; VR; Video workflow 10/22/2018 gamigo AG; blockescence plc Major Assets of Trion Worlds, Inc. NA NA NA Games 10/22/2018 Dentsu Aegis Network Ltd. Namics AG NA NA NA Digital Agency 10/17/2018 The E.W. Scripps Company Triton Digital, Inc. 150.0 3.7x 9.0x Ad tech; audio 10/17/2018 InMobi Technologies Private Pinsight Media+, Inc. NA NA NA Ad tech; Mobile; Data 10/15/2018 Twilio Inc. SendGrid, Inc. 1,833.6 13.4x 276.0x Email; Cloud; API 10/15/2018 Management of Ooyala Ooyala, Inc. NA NA NA Software; Video; OTT Platform 10/12/2018 RealPage, Inc. Rentlytics, Inc. 57.0 NA NA BI; Analytics 10/12/2018 Stingray Digital Group Inc. Dj-Matic Nv 12.5 NA NA In-Store; Music 10/9/2018 Sitecore A/S Stylelabs BVBA NA NA NA Marketing; Digital Asset Mgmt 10/5/2018 salesforce.com, inc. Rebel NA NA NA eMail; eCommerce; 10/5/2018 QuinStreet, Inc. AmOne Corp. NA NA NA Publishing; B2B; Events 10/4/2018 WTWH Media, LLC Harbor Communications NA NA NA Publishing; B2B; Events 10/4/2018 Bright Mountain Media, Inc. Kubient, Inc. NA NA NA Ad tech; Video; Fraud Detection 10/4/2018 H.I.G. Growth Partners, LLC Eruptr LLC NA NA NA SEO; SEM; Healthcare Focused 10/3/2018 Valassis Communications Inc. EDDM Experts, LLC NA NA NA Marketing 10/2/2018 Alphabet Inc. Terraform Labs Incorporated NA NA NA Marketing; Conversational AI; 10/1/2018 Linkfluence S.A.S. Scoop.it Inc. NA NA NA Social Media; Content Curation 10/1/2018 Ansira, Inc. Defakto, LLC NA NA NA Marketing; Agency 10/1/2018 LivePerson, Inc. Conversable, Inc. NA NA NA Tele-mktg; Chatbot; Converstational 10/1/2018 Bruin Sports Capital LLC Soulsight, Inc. NA NA NA Digital Agency; Brand Mgmt 10/1/2018 LIfeRay Triblio NA NA NAContent Mgmt; B2B Marketing Cloud

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 14 NOBLE CAPITAL MARKETS

NOBLE CAPITAL MARKETS FULL-SERVICE INVESTMENT BANK NOBLE CAPITAL MARKETS is a research-driven investment and . Established 1984. merchant bank focused on small cap, emerging growth . Private firm, employee owned. companies in the healthcare, technology, media and natural . Built on commitment to provide value and support resources sectors. That’s what we are. Who we are is what makes for our clients. us different.

Our people are talented, dedicated, experienced professionals who come together with a common cause; advising on long-term client solutions by employing innovative, collaborative and FOCUSED INSTITUTIONAL SALES AND responsive strategies. We’re passionate and personable. We TRADING approach things from our clients’ perspective. . Seasoned sales and sales trading team. We know that developing lasting relationships is reliant upon . Long standing relationships with premier growth- putting our clients’ interests before ours. We understand the focused investors. impact of our services. Insightful advisory and effective capital procurement can change lives. Empowering our clients to create employment, engineer technological and medical breakthroughs, producing products and services that lay the foundation for the RESEARCH DRIVEN CAPITAL MARKETS future. For more than 30 years these have been our guiding principles. While much has changed over the three decades since PLATFORM we began, these core values and our reputation have not. Our . clients must know what to expect from us. Then we can strive to Experience team of Research Analysts covering exceed expectations. approximately 100 companies. . Focus on Technology, Media, Healthcare and Natural Resources. A SIMPLE FORMULA . Strong Institutional Sponsorship. OUR VALUE PROPOSITION.

It starts with research With a fundamental belief that information guides the management process, NOBLE understands that there INVESTMENT BANKING COMMITMENT is no short-path to success. With this as a solid foundation, apply . Proven track record. experience and execution delivered by people with passion. This . Senior level attention to every client and transaction. is . Ability to deliver complete “mind share” of NOBLE on our formula to add value to your creation. all transactions.

Research + Experience & Execution + People with Passion = Value

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 15 INVESTMENT BANKING

Our investment banking team, together with our well-recognized equity research analysts and the equity capital markets group, provide our clients with fundamental capital markets advisory and support - prior, during and most importantly, after a transaction. NOBLE‘s investment banking team works closely with the management and Board of our corporate clients in order to fully understand operational and financial objectives. With this knowledge our banking team will develop an efficient and effective advisory program which offers a variety of services including:

EQUITY CAPITAL MARKETS DEBT CAPITAL MARKETS ADVISORY SERVICES . Secondary and Follow-on Offerings . Senior Debt • Merger & Acquisitions . Registered Direct Offerings . Mezzanine • Fairness Opinions . Initial Public Offerings . Convertible Debt • Valuation Services . At the market Offerings (ATM’s) . Bridge Financings . PIPEs/Private Sale Offerings

SELECT MEDIA TRANSACTIONS

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 17 VALUATION SERVICES

NOBLE’s Valuation and Advisory Services team specializes in providing business and intangible asset valuations, fairness opinions, financial and strategic analysis, and transaction support services covering a broad spectrum of industries and situations from early stage, middle market and Fortune 500 companies and capital market constituents. NOBLE’s team is made up of professionals with numerous accreditations and bring excellence in accounting, taxation, and financial due diligence to provide companies with valuation advice for a multitude of purposes.

Valuation – NOBLE’s professionals have significant experience in the valuation of privately owned and public businesses across a wide range of industries. We perform an extensive analysis of the business as well as evaluate industry trends and various other factors in order to inform our clients as to the likely range of value they can expect. Our services are characterized by intellectual and analytical rigor and our conclusions are backed by thorough documentation.

Chief Accounting Officers, Corporate Controllers, CFOs, and Corporate Boards rely on Noble’s experienced valuation professionals to produce sophisticated, supportable, and timely valuations to assist in complying with financial reporting requirements, including:

. Purchase price allocation and fresh start accounting . Goodwill and long-lived asset impairment testing . Tangible asset valuation . Fair Value measurement of financial assets & liabilities

Opinions - Whether our clients are looking to fulfill their fiduciary duties, mitigate risk or determine corporate value, we are there throughout the transaction process to offer objective advice based on rigorous analysis. We work on behalf of boards of directors, investors, trustees and other corporate leaders to advise and provide opinions on a wide range of transactions.

We have advised Corporate Boards, special transaction committees, independent trustees, management and other fiduciaries of middle market public and private companies on the financial aspects of a transaction. Our independent advice withstands scrutiny from shareholders, bondholders, the SEC, IRS, or counterparties to a transaction

MERCHANT BANKING

Our Principal Investment focus is primarily on private and small-cap public ($10mill to $50mill market caps) companies in industries within NOBLE’s research verticals. Investments are made directly by NOBLE and its affiliates and may also involve syndicate participants. We work to identify those companies with game-changing or superior products and technologies that have management teams with proven track-records of success. NOBLE structures investments to meet a company’s capital needs whether its growth capital, liquidity or debt repayment. Capital commitment ranges from $200k to $2million principal and $2million above with syndicate.

The scope of our Merchant Banking activities includes: . Targeting domestic companies within our areas of focus and expertise . Analyzing a company’s opportunities and assessing its risks within their respective industry . Structuring, negotiating and executing the transaction . Work in assessing the appropriate time and manner in which to harvest the investment

NOBLE’s Merchant Banking Team works continuously with our portfolio companies to assist the management team and Board of Directors to create value and grow their businesses to facilitate long-term shareholder value. Through our extensive sector research coverage, institutional investor non-deal road shows, equity conferences and market making, we blend a powerful mix of capital markets acumen to procure success.

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 18 INVESTMENT BANKING TEAM

Richard Giles, Managing Director Christopher Ensley, Managing Director [email protected] - 617.692.9346 [email protected] - 646-790-5873 . Joined Noble in 2016 . Joined NOBLE in 2010 as Head of the Technology, Media & . 20 years of equity capital market expertise Telecommunications Investment Banking Group. . Previous experience at Salomon Brother, Lazard, Bear Stearns, . 25 years of investment banking experience. Coady Diemar Partners . Executed more than 100 M&A and capital raising transactions . Participated in $16+ billion transactions over his tenure on totaling $10+ billion. Wall Street . Former head of Stifel Nicolaus’ Technology Group. . M.B.A., Vanderbilt University - Owen Graduate School of . Former head of A.G. Edwards’ Emerging Growth. Group and Management member of Investment Committee for A.G. Edwards Capital. . B.S., William & Mary . A.B., Harvard College; M.B.A., Harvard Business School.

Joseph Hain, Director, Investment Banking Francisco Penafiel, Managing Director, Investment [email protected] - 561.999.2265 Banking Operations [email protected] - 561.994.5740 . Prior experience holding senior positions at Robotti & . Executed M&A and capital raising transactions totaling over $1 Company, Wynston Hill Capital, SternAegis Ventures, West Park billion dollars in value. Capital, and Tejas Securities . 7 years of sell side equity research experience, covering . Experience working with institutional, retail and HNW clients enterprise & infrastructure software, business services, media, . B.S. SUNY Albany with concentration in Biology, Chemistry, and communications, and banks. Physics . 6 years of portfolio managing experience. . Holds various FINRA licenses . Manage the business development efforts in LATAM for NOBLE. . Engineering, IT & Statistics, Escuela Superior Politecnica (Guayaquil, Ecuador); M.S. Economics, Florida Atlantic University.

Stevan Grubic, Director - Valuation Services Brittnee Fatigate, Analyst [email protected] - 323.578.4936 [email protected] – 561.999.2264

. 15 years of middle-market investment banking experience . Joined Noble Capital Markets in January 2017 . Expertise in valuations, including business valuations, fairness . Has completed multiple M&A and capital raising assignments, opinions, litigation, and valuations for financial and tax accounting for nearly $150 million+ of transaction value reporting purposes (ASC805, ASC350, 123R, 409A). . B.S. Finance, Florida Atlantic University . Accredited Senior Appraiser with the American Society of Appraisers (ASA) and has completed over 100 valuation engagements representing well over $1.0 billion in asset values. . Prior experience includes Orion Valuation Group, Singer Lewak, B. Riley & Co., L.H. Friend Weinress, Frankson & Presson and North American Capital Partners

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 19 RESEARCH – MEDIA & ENTERTAINMENT

Michael Kupinski, Director of Research [email protected] - 561.994.5734

SALES & TRADING Vincent Gioeni, Dan Pollitt, Managing Director, Director of Institutional Sales [email protected] - (561) 998-5473 Head of Institutional Equity Trading [email protected] - 561.998.5483

NOBLE CAPITAL MARKETS 225 NE Mizner Boulevard, Suite 150 Boca Raton, Florida 33432 Phone: 561-994-1191 Fax: 561-994-5741 www.nobleresearch.com DISCLAIMER All statements or opinions contained herein that include the words “we”, “us”, or “our” are solely the responsibility of NOBLE Capital Markets, Inc. and do not necessarily reflect statements or opinions expressed by any person or party affiliated with companies mentioned in this report. Any opinions expressed herein are subject to change without notice. All information provided herein is based on public and non-public information believed to be accurate and reliable, but is not necessarily complete and cannot be guaranteed. No judgment is hereby expressed or should be implied as to the suitability of any security described herein for any specific investor or any specific investment portfolio. The decision to undertake any investment regarding the security mentioned herein should be made by each reader of this publication based on their own appraisal of the implications and risks of such decision. This publication is intended for information purposes only and shall not constitute an offer to buy/ sell or the solicitation of an offer to buy/sell any security mentioned in this report, nor shall there be any sale of the security herein in any state or domicile in which said offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or domicile. This publication and all information, comments, statements or opinions contained or expressed herein are applicable only as of the date of this publication and subject to change without prior notice. Past performance is not indicative of future results. WARNING This report is intended to provide general securities advice, and does not purport to make any recommendation that any securities transaction is appropriate for any recipient particular investment objectives, financial situation or particular needs. Prior to making any investment decision, recipients should assess, or seek advice from their advisors, on whether any relevant part of this report is appropriate to their individual circumstances. If a recipient was referred to a NOBLE Company by an investment advisor, that advisor may receive a benefit in respect of transactions effected on the recipients behalf, details of which will be available on request in regard to a transaction that involves a personalized securities recommendation. This report may not be reproduced, distributed or published for any purpose unless authorized by NOBLE Capital Markets, Inc. U.S. CLIENTS For purposes of distribution in the United States, this report is prepared for persons who can be defined as “Institutional Investors” under U.S. regulations. Any U.S. person receiving this report and wishing to effect a transaction in any security discussed herein, must do so through a U.S. registered broker or dealer. NOBLE International Investments, Inc. is a U.S. registered broker dealer. Noble Capital Markets is a member of FINRA, MSRB & SIPC. This document is not an offer to buy or sell securities.

VOLUME 8, ISSUE 4 l JANUARY 2018 MEDIA SECTOR REVIEW l 20