Technology, Media & Telecom

TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

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HARRIS WILLIAMS & CO. OVERVIEW

CONTENTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM . IDM OVERVIEW . WHAT WE’RE READING KEY FACTS . SELECT M&A TRANSACTIONS – 3Q 2016 . IDM M&A ACTIVITY . Approximately 250 . IDM SECTOR OVERVIEWS professionals across seven . IDM PRIVATE PLACEMENTS OVERVIEW offices in the U.S. and Europe . IDM PUBLIC COMPARABLES OVERVIEW . TECHNOLOGY IPO OVERVIEW . Strategic relationships in . DEBT MARKET OVERVIEW India and China . APPENDIX: PUBLIC COMPARABLES DETAIL . 10 industry groups TMT CONTACTS

HW&Co. Office UNITED STATES Network Office Jeff Bistrong Managing Director [email protected] HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS Sam Hendler Managing Director [email protected] INTERNET & DIGITAL MEDIA SOFTWARE / SAAS Mike Wilkins . AdTech and Marketing . eCommerce . Enterprise Software . IT and Tech-enabled Managing Director [email protected] Solutions . Media, Content, and . Data and Analytics Services EUROPE . Data and Information Gaming . Infrastructure and . Data Center and Services Security Software Managed Services Thierry Monjauze Managing Director [email protected] TMT VERTICAL FOCUS AREAS . Education . Fintech . Manufacturing . Public Sector and Non-Profit TO SUBSCRIBE PLEASE EMAIL: *[email protected] . Energy, Power, and . Healthcare IT . Professional Services . Supply Chain, Transportation, Infrastructure and Logistics

SELECT 2016 AND 2015 HW&CO. TMT TRANSACTIONS

Baarsma B2C trades as:

pending has been has received a has been has acquired has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by recapitalization by recapitalized by majority investment recapitalized by from

PAGE | 1 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

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 3Q 2016 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

AdTech and Marketing Solutions eCommerce • Advertising Networks and Search Portals • Marketplace • Marketing Technology • Travel • eCommerce Enablement • Flash Sales, Promotional, and Coupons • Vertical eCommerce

Data and Information Services Media, Content, and Gaming • Proprietary Data Networks • Digital Media • Community Based Information Services • Online Content • Social Media • Gaming

SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS

Provider of B2B Leading Baarsma B2C trades as: Leading B2C Provider of Cloud-based Provider of news, inbound eCommerce online information data-driven information, demand wine retail community and analytics marketing and data, software generation platform in management platform for analytics tools and custom and sales Europe has been acquired by solutions has been acquired by the aviation has been acquired by to the has been acquired by has been acquired by has been acquired by content conversion industry automotive solutions for platform industry the travel industry

PAGE | 2 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

WHAT WE’RE READING

HOW ARTIFICIAL INTELLIGENCE IS CHANGING ONLINE RETAIL FOREVER (OCTOBER 11, 2016)

Artificial intelligence (“A.I.”) is beginning to demonstrate a potentially transformative impact on online retail. Though the full implications of the technological trend for the sector have yet to be determined, its benefits are already becoming tangible. Even now, there are areas where A.I. is showing the ability to plug seamlessly into retailers’ existing online infrastructure and provide immediate value for businesses and consumers alike. As the applications of A.I. evolve, the purchasing lifecycle from product discovery to the logistics of delivery will be meaningfully impacted—providing early-adopters with clear advantages over those who choose to ignore its utility, while simultaneously introducing consumers to a new chapter of eCommerce, one that is increasingly more personalized and intuitive. TechCrunch

TWITTER’S TROUBLES AND SNAP’S APPEAL: IT’S ALL ABOUT THE MOJO (OCTOBER 11, 2016)

The contrasting narratives of Twitter and Snap illuminate recent dynamics in Silicon Valley M&A and valuation. Over time, as Twitter’s potential sale played out on a public stage, speculations regarding the various causes for the slow cooling of buyer interest began to center upon several issues, with one key issue amongst all: user growth. For Twitter, though revenue has more than tripled since its IPO, user growth has waned significantly. At filing in 2013, the company posted 39% year-over-year growth whereas, in the three months ended June 30th, that number has fallen significantly to 3% year-over-year growth. On the other hand, Snap is still riding high atop its 150 million daily active users and 30% user growth rate—supporting a potential valuation of $25 billion. The careful cultivation of momentum at Twitter, once valued at $40 billion, no longer sustains the company and, as observers continue to parse the company’s recent M&A difficulties, many are left to wonder if there aren’t insights to be gleaned regarding sky-high social media valuations. The New York Times

DOUBTS ABOUT DIGITAL ADS RISE OVER NEW REVELATIONS (SEPTEMBER 23, 2016)

In recent months, several significant revelations have further called into question the integrity of both reported advertising data and the reporting party: the revelations that Facebook overestimated the average time spent watching video ads on its platform by up to 80%; that Denstu overcharged at least 111 companies for internet ads; and that ad agencies may have accepted rebates from media companies without informing clients. These developments have all served to compound a mounting concern: that marketers are wasting billions of dollars on digital advertising. In light of this concern, calls for greater accountability and transparency have resounded amongst ad buyers, with some voicing support for broader third-party verification. Without a standardized currency on which to base performance, buyers are struggling to be able to judge the efficacy of their campaigns, and as decisions around budget allocation are further contemplated, the trumpeted value of digital advertising is being re-assessed by some. The Wall Street Journal

INSIDE VERIZON’S GAMBLE ON DIGITAL MEDIA (AUGUST 2, 2016)

Verizon is stepping up a $10 billion effort to build out its digital media business. The telecom giant’s apparent plan is to acquire, develop, and distribute creative content, while using the vast data collected from mobile phones to offer highly targeted advertising to its tens of millions of users. In so doing, Verizon is hoping to present itself as a strong contender to Facebook and Google as the three vie for advertising dollars—leveraging the diverse assets gained through Verizon’s notable acquisitions of AOL and Yahoo. The company’s digital media push comes in the midst of a 5% quarterly decline in revenue despite a 44% surge in smartphone data usage, signaling heightened competition in the sector. Indeed, collective performance has plateaued across the wireless industry, prompting other carriers to similarly seek out new avenues of strategic reinvention. The Wall Street Journal

HOW THE MEDIA WILL RISE IN THE FACE OF THE DIGITAL REVOLUTION (JULY 28, 2016)

Despite suffering a continued downturn since 2007, broadcasters and publishers may have cause for optimism in the near term. It is no secret that the ‘digital age’ has beset many media institutions with a series of challenges—declining advertising revenue brought on by channel proliferation, shifting consumer preferences in favor of ‘short-form’ content, heightened overall competition resulting from decreased barriers-to-entry, and others. However, several new developments are nevertheless believed to be signs of industry revitalization: newspaper digital readership has increased significantly amongst younger viewers, subscription models are demonstrating staying power with a growing number of online subscribers, and monetized social media content has the potential to powerfully augment existing advertising revenue streams. For some publications who have struggled to adapt to digital, the past few years have been unkind. Yet, for those who have proactively reconfigured themselves, the future may be brighter than previously thought. TechCrunch

PAGE | 3 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

SELECT IDM M&A TRANSACTIONS

Announced 10/4/16 Criteo’s pending acquisition of HookLogic . HookLogic provides closed-loop marketing for brand advertisers through its partnerships with leading retailers and travel companies. . HookLogic's performance marketing exchange connects many of the world's largest retail eCommerce sites with consumer brand manufacturers who vie for virtual shelf-space via sponsored product ads. . The acquisition gives Criteo access to HookLogic’s customer base and enables the integration of Criteo’s predictive bidding Ent. Value: $250m EV / Revenue: 2.2x technology into HookLogic’s existing platform, which will help retailers to further monetize their site traffic. Revenue: $111m EV / EBITDA: N/A

Announced 9/13/16 Concur’s pending acquisition of Hipmunk . Hipmunk is a consumer-oriented online travel company providing users with hotel deals and flight results through its website and mobile application. . The Company delivers some of the most innovative functionality in the travel industry and is recognized as a leader in the cutting edge space of artificial intelligence-powered travel search and travel bots. . The acquisition of the Hipmunk team and their innovations will further Concur’s strategy to deliver consumer-grade products to Ent. Value: N/A EV / Revenue: N/A corporate customers. Revenue: N/A EV / EBITDA: N/A

Announced 8/8/16 Dentsu Aegis’s pending acquisition of Merkle . Merkle operates as a customer relationship management agency that designs, executes, and evaluates integrated marketing programs. . As one of the largest independent digital agencies, Merkle manages 3.7 billion customer records across 16 offices supporting over 650 blue chip clients globally. . The acquisition will accelerate Dentsu Aegis’s strategy to become a 100% digital economy business by 2020, as well as Ent. Value: $1.4b EV / Revenue: 3.3x significantly enhance their global operations. Revenue: $436m EV / EBITDA: N/A

Announced 8/3/16 Walmart’s pending acquisition of Jet.com . Jet.com operates an eCommerce marketplace that employs a unique system of pricing incentives to drive consumer spending. . The Company gained significant market share over a short period of time through an aggressive pricing strategy that was bolstered by a strong investor base and ample capital. . The investment represents a bold advancement of Walmart’s eCommerce operations as it steps up its online presence to Ent. Value: $3.3b EV / Revenue: 3.3x compete with Amazon. Revenue: est. $1.0b EV / EBITDA: N/A

Closed 7/11/16 Salesforce completes acquisition of Demandware . Demandware provides enterprise-class cloud commerce solutions for retailers and branded manufacturers, including solutions for digital commerce and point of sale as well as order management and predictive intelligence capabilities. . The Company's platform offering, Demandware Commerce, is a combination of its cloud platform, community, and related services that enables customers to establish and execute complex digital commerce strategies. . The acquisition of Demandware will position Salesforce to capture the multi-billion dollar digital commerce market with the Ent. Value: $2.7b EV / Revenue: 10.5x creation of the new Salesforce Commerce Cloud, which will be an integral part of its Customer Success Platform. Revenue: $ 254m EV / EBITDA: NM

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IDM ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF IDM ASSETS BY VOLUME

(Number of Transactions) 2016 YTD . The ten most active strategic IDM buyers over the past several years 2015 13 have completed a combined 30 2014 acquisitions in 2016 YTD. 2013 . Yahoo, alone among the group, has 7 not completed an acquisition in 2012 2016, likely attributable to the 2 1 4 2011 internal focus on the pending 17 9 6 Verizon acquisition. 9 2 2 2 . Google continues to lead the pack 4 2 6 1 with thirteen acquisitions in 2016 YTD, 7 7 16 4 3 2 1 4 2 1 1 including the purchase of Apigee, a 5 3 2 3 3 4 5 4 3 4 provider of big data analytics and 2 3 2 4 1 6 4 2 1 3 4 API Solutions. 3 2 3 1 2 1

GLOBAL STRATEGIC ACQUIRER IDM M&A ACTIVITY BY VOLUME

(Number of Transactions) . 3Q 2016 brings an uptick in activity over the prior quarter with strategic M&A activity increasing from 119 deals in 2Q 2016 to 141 in 3Q 2016. . 3Q 2016 activity represents a 18.5% increase from 2Q 2016, however activity is still down 27.3% from the same period last year. 228 . Buyers across each vertical have 206 215 194 193 tended towards assets that 180 185 189 167 166 164 enhance existing offerings / 148 142 141 infrastructure by providing richer 119 data sets, stronger analytics, broader reach, and a more expansive solutions portfolio.

Q1 - 13 Q2 - 13 Q3 - 13 Q4 - 13 Q1 - 14 Q2 - 14 Q3 - 14 Q4 - 14 Q1 - 15 Q2 - 15 Q3 - 15 Q4 - 15 Q1 - 16 Q2 - 16 Q3 - 16

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IDM ACQUISITION ACTIVITY – PRIVATE EQUITY INVESTORS

MOST ACTIVE PRIVATE EQUITY INVESTORS OF NEW IDM PLATFORMS BY VOLUME

(Number of Transactions) 2016 YTD . Vista Equity Partners has continued to be the most active private 2015 equity acquirer of new IDM 8 2014 platforms in 2016 YTD with the 2 2013 addition of four more acquisitions 0 4 5 5 2012 to make eight for the year. 6 1 2 2011 . Collectively, the 10 most active 7 7 5 6 2 private equity acquirers of IDM 7 3 1 5 2 assets executed 25 platform 1 3 5 3 6 3 acquisitions in 2016 YTD. 3 2 5 3 5 3 4 . Of note in 3Q, Vista Equity Partners 3 1 3 4 closed its high profile acquisition of 8 2 2 7 4 1 1 Marketo, a leading provider of 5 4 5 2 2 2 engagement marketing software 2 1 1 1 1 and solutions.

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

(Number of Transactions) . Private equity investment in new IDM platforms remains low in 3Q 2016 registering only 10 transactions, down 47.4% and 41.1% in the same periods in 2015 and 2014, respectively. . Continued macroeconomic uncertainty due to the U.S. presidential election and Britain’s exit from the European Union has 28 29 affected deal volumes. However, 24 21 PE and VC activity are expected to 20 19 19 pick-up in 4Q 2016. 17 17 17 17 12 11 9 10

Q1 - 13 Q2 - 13 Q3 - 13 Q4 - 13 Q1 - 14 Q2 - 14 Q3 - 14 Q4 - 14 Q1 - 15 Q2 - 15 Q3 - 15 Q4 - 15 Q1 - 16 Q2 - 16 Q3 - 16

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ADTECH AND MARKETING SOLUTIONS – M&A MARKET SUMMARY

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

(Number of Transactions) (Enterprise Value / Revenue) . AdTech and Marketing Solutions M&A deal volume fell 3.6x for the third consecutive 87 quarter in 3Q 2016. 76 76 3.0x . Strategic acquirers continue to 68 2.8x 2.8x 2.6x pace the market, comprising 65 2.5x all but one of the highlighted 58 2.3x 57 57 2.2x 2.1x 2.2x deals for the quarter. 51 48 47 1.9x 45 1.7x . Despite a slight drop in deal 42 1.6x 1.6x 1.6x volume, median transaction 36 35 multiples increased for the second consecutive quarter, as buyers remain willing to pay premium valuations for high quality assets.

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 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

NOTABLE ADTECH AND MARKETING SOLUTIONS M&A TRANSACTIONS

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

. Google was a highly active Pending Orient Hongtai Investment Mgmt. AppLovin Corp. Provides mobile marketing automation and analytics for brands seeking to reach new consumers. $1,400 6.0x acquirer in 3Q 2016, closing Pending Dentsu Aegis Network Ltd. Merkle Group, Inc. Develops content protection and contextual advertising technology solutions. $1,433 3.3x

five transactions in the sector. Pending Criteo Corp. HookLogic, Inc. Provides closed-loop marketing for brand advertisers. $250 2.2x Pending Xaxis LLC Triad Retail Media Creates, manages, and operates online media programs for eCommerce websites. $300 0.6x

. Larger transactions continued 09/27/16 Vector Capital Sizmek, Inc. Provides an independent global ad campaign and distribution platform. $75 0.4x to command higher multiples, 09/14/16 salesforce.com, inc. Gravity Tank, Inc. Offers and designs innovation consultancy and integrated marketing solutions. NA NA while deals valued under $100 09/03/16 GoDaddy, Inc. ManageWP LLC Offers site a full suite of solutions for WordPress automation. NA NA million traded just over 1.0x 09/01/16 Ligatus GmbH (Bertlesmann SE & Co.) LiquidM, Inc. Develops a mobile advertising management platform. NA NA revenue. 08/23/16 Endurance International Group, Inc. AppMachine BV Develops and publishes mobile applications. $38 NA 08/16/16 Vista Equity Partners Marketo, Inc. Provides a cloud-based marketing software platform. $1,498 6.6x . Large strategic acquirers 08/16/16 Nuance Communications, Inc. TouchCommerce, Inc. Provides digital customer service and engagement solutions. $195 NA continue to pursue 08/09/16 Gannett Co., Inc. ReachLocal, Inc. Offers comprehensive suite of online marketing solutions for SMBs. $156 0.4x comprehensive end-to-end 08/09/16 Monotype Imaging, Inc. Olapic, Inc. Helps brands analyze user-generated content across multiple marketing channels. $130 NA offerings utilizing M&A to fill 08/04/16 Zeta Interactive LLC Acxiom Digital, Inc. Provides integrated digital marketing solutions. $50 1.2x product gaps, while remaining 07/27/16 Google, Inc. Cluster Labs, Inc. Provides mobile photo sharing applications. NA NA disciplined as to avoid 07/26/16 Taboola.com Ltd. ConvertMedia Provides a recommendation engine for online marketing videos. $100 2.0x investing too early in emerging 07/19/16 Accenture Plc MobGen BV Operates a digital and mobile marketing agency. NA NA players. 07/18/16 Luxoft Holding, Inc. INSYS Group, Inc. Provides predictive analytics, digital marketing, and enterprise information management. $71 1.3x 07/07/16 Google, Inc. Anvato, Inc. Develops content protection and contextual advertising technology solutions. NA NA

06/30/16 Pamlico Capital Prize Logic Provides digital promotions for large consumer brands and retailers. NA NA

MEDIAN $156 1.7x

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DATA AND INFORMATION SERVICES – M&A MARKET SUMMARY

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

(Number of Transactions) (Enterprise Value / Revenue) . Data and Information Services 5.7x M&A volume remained 65 relatively flat in 3Q 2016, but 64 60 60 60 59 5.0x the drop was minor compared 57 58 4.6x to a larger decline in the prior 52 4.5x 4.4x quarter. 4.1x 45 44 3.7x 42 . The number of private equity 41 41 3.5x 3.5x 3.6x 38 deals remained steady at six 3.1x for the quarter. 2.7x 2.3x . Median revenue multiples in 2.1x

the sector reverted to the 1.6x aggregate historical median of 3.6x, in a possible cooling of investor confidence.

NOTABLE DATA AND INFO SERVICES M&A TRANSACTIONS

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

. Transactions involving data Pending Google, Inc. Apigee Corp. Provides application programming interface and predictive big data analytics technology. $472 5.1x

management and analytics 10/03/16 Onex Corp; Baring Private Equity Asia Thomson Reuters Provides comprehensive intellectual property and scientific decision support services. $3,550 3.6x providers were particularly 10/03/16 Quintiles Transnational Holdings, Inc. IMS Health Holdings, Inc. Provides data and information services to the healthcare industry. $12,905 4.2x frequent this quarter relative to 09/30/16 Accenture Plc New Energy Group Srl Provides information technology and digital transformation consultancy services. NA NA data collection, with buyers 09/07/16 XIO Group J.D. Power & Associates, Inc. Provides marketing information, customer surveys, and consulting services. $1,100 NA like eBay, Magnitude 09/06/16 Frontline Technologies Group LLC Excent Corp. Develops and provides data management software solutions. NA NA Software, and Zillow pursuing 09/06/16 Lieberman Research Worldwide LLC MotiveQuest LLC Provides social market research and consulting services. NA NA assets in the space. 08/01/16 X.commerce, Inc. RJ Metrics, Inc. Provides analytics software for online businesses. NA NA 08/25/16 Nielsen Holding France SAS A3 Distrib SASU Provides prospectus analysis services. NA NA . The quarter was headlined by 08/22/16 Thoma Bravo LLC Qlik Technologies, Inc. Designs and develops business intelligence software solutions. $2,525 4.0x Thomson Reuters’ sale of its 08/16/16 Magnitude Software, Inc. Simba Technologies, Inc. Supplies standards-based data access and analytics solutions and data connectivity services. NA NA Intellectual Property & Science 08/02/16 Zillow Group, Inc. Bridge Interactive Group LLC Provides brokers and MLS's with back-office data management software. NA NA business to Onex Corporation 07/25/16 Datavail Corp. Art of BI Software LLC Provides oracle analytics consulting services. NA NA and Baring Private Equity Asia 07/31/16 Axel Springer SE eMarketer, Inc. Provides marketing insight and media research, analysis, and consultancy services. $269 5.9x in a divestiture valued at $3.6 07/22/16 eBay, Inc. SalesPredict SW Ltd. Develops predictive analytics solutions. NA NA 07/18/16 Luxoft Holding, Inc. INSYS Group, Inc. Provides predictive analytics, digital marketing, and enterprise information management. $71 1.3x billion. 07/12/16 IHS, Inc. Markit Ltd. Provides information, insights, and analytics. $6,177 5.5x

07/01/16 Asset International, Inc. Factset Market Metrics & Matrix Solutions Provides market research services and customer and business intelligence solutions. $175 NA 06/01/16 Market Track LLC Channel IQ Provides online retail intelligence, channel management, and brand protection solutions. NA NA

MEDIAN $1,100 4.2x

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ECOMMERCE– M&A MARKET SUMMARY

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

(Number of Transactions) (Enterprise Value / Revenue) . eCommerce M&A volume rebounded this quarter, with 42 64 8.2x deals, representing the highest 7.8x volume year to date. 7.4x 53 54 51 52 6.7x . Revenue multiples remained 6.3x 46 5.8x strong, increasing to 6.7x, a 44 5.7x 42 42 5.5x premium relative to the historical 40 5.0x median of 5.5x. 38 37 35 34 35 4.2x 4.3x . General consolidation has 3.7x maintained across the sector as

larger companies continue to 2.4x seek out accretive structural 1.9x additions that better equip them 1.7x to reach and serve an evolving marketplace.

NOTABLE ECOMMERCE M&A TRANSACTIONS

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

. Oracle’s acquisitions of Pending Ritchie Bros. Auctioneers, Inc. IronPlanet, Inc. Operates an online marketplace for buying and selling used heavy equipment and trucks. $740 0.9x NetSuite and LogFire illustrate 10/03/16 Concur Technologies, Inc. Hipmunk, Inc. Provides closed-loop marketing for brand advertisers. NA NA

its continued drive to build a 09/24/16 trivago GmbH Myhotelshop GmbH Provides an online marketing shop for the hotel industry. NA NA comprehensive suite of best- 09/19/16 Etsy, Inc. Blackbird Technologies, Inc. Develops search and recommendation technology for eCommerce Companies. NA NA of-breed marketing and 09/19/16 Wal-Mart Stores, Inc. Jet.com, Inc. Operates an eCommerce marketplace. $3,300 NA commerce solutions. 09/06/16 Oracle Corp. LogFire, Inc. Provides cloud-based warehouse management applications for eCommerce companies. NA NA 09/05/16 Rakuten, Inc. Fablic, Inc. Develops an online flea market application. NA NA . The quarter was characterized 09/05/16 Bregal Capital Onlineprinters Operates as a web-to-print service provider focused on B2B solutions. NA 10.5x by several leading 08/15/16 Agile Network LLC Ajillus, Inc. Designs and supplies software for shipping services. NA NA eCommerce players (Etsy, 08/10/16 Unilever Plc Dollar Shave Club, Inc. Delivers razors and other personal grooming products to consumers by mail. $1,000 6.6x Rakuten, eBay) acquiring 08/08/16 Google, Inc. Orbitera, Inc. Provides eCommerce, analytics, and cloud technologies for software vendors to assist in distribution. $100 NA analytics-driven assets that 08/04/16 StubHub, Inc. Ticketbis SL Develops and operates an online ticket exchange platform. $165 6.4x help improve specific aspects 07/20/16 Expedia, Inc. Trover, Inc. Develops and markets online applications that collect and organize user generated travel information. NA NA of backend operations. 07/14/16 eBay, Inc. Ticket Utils, Inc. Provides a system to manage the distribution of tickets to multiple services. NA NA 07/12/16 Rakuten Marketing LLC Next Performance SAS Offers retargeting solutions for brands and retailers. NA NA 07/11/16 salesforce.com, inc. Demandware, Inc. Provides cloud-based digital commerce solutions for retailers and branded manufacturers. $2,670 10.5x 07/01/16 Stamps.com, Inc. ShippingEasy Group, Inc. Provides online shipping services. $63 NA

06/23/16 Providence Equity Partners LLC OEConnection LLC Offers eCommerce technology for OEM distribution networks. NA NA 06/20/16 JD.com, Inc. The Store Corp. Offers grocery, electronics, and apparel online. $2,918 NA

06/14/16 Bed Bath & Beyond, Inc. One Kings Lane, Inc. Engages in the online retail of home decor and furniture products. NA NA

MEDIAN $870 6.6x

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MEDIA, CONTENT, AND GAMING – M&A MARKET SUMMARY

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

(Number of Transactions) (Enterprise Value / Revenue) . Media, Content, and Gaming volume grew over 44% in 3Q 85 84 80 2016 versus the prior quarter, 77 with strategic deal volume 6.0x alone growing over 50%. 68 67 65 5.1x 61 62 4.8x 4.7x 4.8x 58 58 . After four very strong quarters, 56 the median revenue multiple 53 4.2x 50 3.8x 3.9x in Media, Content, and 3.7x Gaming has returned closer to 38 2.9x 2.7x 2.7x the aggregate historical 2.6x median of 3.8x. 2.5x 2.0x

NOTABLE MEDIA, CONTENT, AND GAMING M&A TRANSACTIONS

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

. Verizon’s ongoing acquisition Pending Shanghai Giant Network Technology Playtika Ltd. Develops online social networking games. $4,400 4.9x of Yahoo is part of a multi- Pending AVI Partners LLC YuMe, Inc. Provides digital video brand advertising solutions. $117 0.7x

billion dollar effort by Verizon Pending Verizon Communications Yahoo! Inc Provides information content, online search, maps, shopping, and other web-based services. $4,826 1.0x to advance its mobile-first Pending Tencent Holdings Ltd. China Music Co. Provides online music services in China. $2,700 NA content strategy—highlighting Pending Microsoft Corp. LinkedIn Corp. Operates an online professional network. $24,386 7.6x a contest amongst several Pending Internet Brands, Inc. Fodors LLC Markets and publishes content for the travel and tourism industry. NA NA larger players (including AT&T) Pending Informa Plc Penton Business Media, Inc. Provides business-to-business digital and print media platform. $1,557 NA who endeavor to capture a Pending Wanda Cinema Line Co. Ltd. Mtime.com, Inc. Operates an online movie marketing and media platform. $350 NA valuable younger audience. 09/22/16 Verizon Communications Complex Media, Inc. Provides a multi-media platform for its audience targeting young male consumers. $300 NA 09/19/16 Facebook, Inc. Nascent Objects, Inc. Provides custom computer programming services. NA NA . As major content providers 09/14/16 Glu Mobile, Inc. Poke Radar Develops and publishes free-to-play games for smartphones. NA NA and tech incumbents push 08/11/16 Microsoft Corp. Beam Interactive, Inc. Develops live video streaming platform for gamers. NA NA into the realm of virtual reality, 07/25/16 Tencent Holdings Ltd. Supercell Oy Provides online browser-based games for iPhone and iPad devices. $10,111 NA mobile and online gaming 07/25/16 Playtech Plc Best Gaming Technology GmbH Provides software and technology related to sports betting and gaming. $170 3.7x 07/12/16 NBCUniversal Media LLC Sport Ngin, Inc. Provides online software technology to manage youth and amateur sports leagues. NA NA valuations still remain strong. 07/07/16 Google, Inc. Anvato, Inc. Develops content protection and contextual advertising technology solutions. NA NA 06/28/16 AT&T, Inc. QuickPlay Media, Inc. Provides mobile interactive multimedia services. NA NA

06/20/16 Bankrate, Inc. NextAdvisor, Inc. Provide online sources for reviews of credit cards, personal finance, and interest services. $225 NA 06/20/16 Twitter, Inc. Magic Pony Technology Ltd. Develops machine-learning based approaches for visual processing. $150 NA

06/17/16 Cision US, Inc. PR Newswire Association LLC Distributes news releases and other marketing messages for companies. $872 2.9x

MEDIAN $1,557 3.7x

PAGE | 10 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

SELECT RECENT IDM PRIVATE PLACEMENTS

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

Foundry Group, Menlo Ventures, Madrona Venture Provides an online platform to connect pet owners with 10/04/16 eCommerce E $40 $90 Group dog walkers and sitters.

JP Morgan Asset Management, W Capital Partners, Provides an online retail platform to sell food and 09/26/16 eCommerce Late Stage $189 $517 American Association of Retired Persons grocery products.

AdTech & Georgian Partners, Bain Capital Ventures, Battery 09/21/16 Marketing E $35 $113 Ventures, Presidio Ventures, Silver Lake, Tenaya Provides web analytics and digital marketing software. Solutions Capital Altimeter Capital, Foxhaven Asset Management, L 09/20/16 eCommerce E $50 $218 Catterton, General Catalyst Partners, Allen & Provides an online used-car marketplace. Company Bessemer Venture Partners, Accel Partners, SAIF Provides a platform for online ordering and delivery 09/19/16 eCommerce D $15 $76 Partners, Norwest Venture Partners, Apoletto Asia services from restaurants.

AdTech & Innovation Endeavors Management Company, 09/14/16 Marketing C $32 $51 Provides a cross-channel marketing analytics platform. Marker, Lightspeed Venture Partners Solutions AdTech & General Atlantic, Salesforce Ventures, Causeway Provides a mobile marketing automation and loyalty 09/08/16 Marketing D $35 $74 Media Partners, Charles River Ventures, and other platform. Solutions investors Altimeter Capital, GGV Capital, Warburg Pincus, Provides a mobile marketplace to buy and sell items 09/08/16 eCommerce C $119 $211 Andreessen Horowitz, Coatue Management, T locally. Rowe Price, Vy Capital Media, Content Revolution Ventures and other undisclosed 09/01/16 Late Stage $153 $780 Provides an online fantasy sports betting platform. & Gaming investors

Data & FS Investments, Capital Partners, Cerberus PNC Helps leading brands acquire, grow and retain 09/01/16 Information Late Stage $45 $195 Senior Loan Fund and PNC Bank, National customers through predicitive analytics and targeted Services Association advertising. Provides a platform for fashion and lifestyle news, 08/11/16 eCommerce E $45 $126 Turner, Scripps Networks trends, and shopping.

Data & Temasek, Wellington Management Company, EDBI, Offers a platform providing social governance, 07/20/16 Information F $105 $229 Battery Ventures, Intel Capital, Iconiq Capital, and engagement, audience management, analytics, and Services other investors integration. Operates an online property rental marketplace for 06/28/16 eCommerce F $555 $4,067 Google Capital, Technology Crossover Ventures short-term travel stays.

Media, Content J.P. Morgan, Andreessen Horowitz, Index Ventures, Develops A.I. technology that can be used in consumer 06/27/16 D $53 $183 & Gaming Two Sigma products, including video games.

Note: Financial information presented above represents reported capital raised only. PAGE | 11 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

PUBLIC IDM VALUATION MULTIPLES BY SECTOR

STOCK PERFORMANCE (1- & 3-YEAR) LTM REVENUE MULTIPLE ANALYSIS 3Q 2016 VS. 3Q 2015

41.0% Social Media 36.8% 3Q 2015 3Q 2016 9.9x 45.1% Bellwethers 117.8% 8.1x

40.7% Search Portals 20.2% 6.5x 5.5x 5.0x 33.4% Travel 4.4x 4.4x 4.2x 48.8% 3.9x 3.6x 3.2x 2.7x 5.1% 2.5x 2.5x 2.5x 2.3x 2.3x Community Info 2.0x 2.2x 2.2x (7.9%) 1.8x 1.7x 1.8x 1.2x 1.2x 1.0x 9.8% Marketplace 16.5% Social Media Bellwethers Search Portals Travel Community Info Marketplace Gaming Digital Media Data Networks Local Online Vertical Marketing Tech Promotional eCommerce 43.4% Gaming 135.4% LTM EBITDA MULTIPLE ANALYSIS 3Q 2016 VS. 3Q 2015

0.8% Digital Media 2.8% 3Q 2015 3Q 2016 (0.7%) Data Networks 0.1%

9.8% Local Online ( 47.9%)

35.3x 25.0% Vertical eCommerce 29.6x 2.9% 27.1x

21.3x22.0x 19.5x 20.2x 20.5x 19.4x ( 7.1%) 17.5x 17.9x 16.2x 16.3x 15.7x 16.3x Marketing Tech 15.6x 15.1x 14.7x 14.3x (53.4%) 12.5x 11.8x 14.6x 12.1x 13.3x 10.2x10.2x

47.9% Promotional ( 63.6%) Social Media Bellwethers Search Portals Travel Community Info Marketplace Gaming Digital Media Data Networks Local Online Vertical Marketing Tech Promotional eCommerce 1-Year Performance 3-Year Performance

As of September 30, 2016. PAGE | 12 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

KEY METRICS BY SECTOR – COMPARABLE PUBLIC IDM COMPANIES

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

Social Media 9.9x 27% 37% 17% 64% 71% 5%

Bellwethers 6.5x 13% 37% 21% 46% - 78%

Search Portals 5.5x 12% 17% 27% - 54% -

Travel 4.2x 9% 5% 14% 70% - 15%

Community Info 3.9x 5% 8% 26% - - 88%

Marketplace 3.2x 28% 14% 20% 12% 23% 76%

Gaming 2.7x 16% 12% 27% 79% - -

Digital Media 2.5x 11% 21% 16% 76% 39% 86%

Data Networks 2.5x 12% 22% ` 14% 46% 34% -

Local Online 2.3x 25% 34% 15% 67% - 43%

Vertical eCommerce 2.2x 9% 31% 13% 77% 19% 82%

Marketing Tech 1.2x 18% 22% 18% 51% 7% 89%

Promotional 1.2x 14% 88% 7% 51% - -

As of September 30, 2016. PAGE | 13 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

SUMMARY OF TECHNOLOGY IPOS

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE) . The IPO market showed signs of renewed $0 - 50M $50 - 100M $100 - 250M $250M + life in 3Q 2016, with eight technology companies going public. 18 Notable IPOs included Line, which priced at 16 . 15 $32 at the beginning of July; Talend, which priced at $18 per share at the end of July; 13 13 and Nutanix, which priced at $16 per share 11 11 at the end of September and has registered an impressive 131% growth in share price

8 8 since listing. 7 6 . The successful IPO of Nutanix as well as the 5 sustained success of Twilio, which currently trades at over 300% of its offer price, may 3 2 renew comfort around the IPO market, particularly as venture capital funding slows. 0 . The resulting impact from the US Presidential 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 election may shorten the promising IPO 2013 Total: 48 2014 Total: 47 2015 Total: 31 2016 Total: 10 window that the last two quarters have created. 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%

8% 6% 24% 31% 33% 23% 47% 44%

29% 17% 38%

PAGE | 14 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

KEY PERFORMANCE METRICS FOR RECENT IDM IPOS

160.0%

140.0% 117.4% 107.0% 120.0% 106.2% 90.5% 100.0% 51.3% 72.5%

Growth 68.0% 80.0% 61.1% 52.4% 53.2% 53.3% 49.7% 47.3% 50.4% 60.0% 43.5%

40.0% 22.2%

% % Revenue 10.6% 12.5% 9.1% 20.0%

0.0%

(20.0%) 152.5%

130.5% 125.0%

98.3% 100.0%

75.0% 65.3% 53.0% 55.6% 52.2% 50.0% 48.3% 47.4% 33.9%33.1% 35.8% 32.0% 29.6%

25.0% 14.7% 14.7% 17.5% 7.4% 9.9% 3.3% 0.0% (1.2%) (1.2%) (11.3%) (10.8%) (25.0%) (16.8%) (15.1%) (23.2%) (22.4%)

(29.7%) Stock Performance (50.0%) (41.4%) (45.1%) (44.8%) (41.6%) (58.8%) (75.0%)

(100.0%)

(125.0%) Circle Size Denotes Revenue ($)

IPO DATE 11/6/13 1/23/14 3/6/14 3/27/14 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

OFFER PRICE $26.0 $17.0 $16.0 $14.0 $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

OFFERING SIZE ($M) $1,820.0 $91.0 $168.0 $0.0 $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

OFFER TO CURRENT (11.3%) (41.4%) (16.8%) (45.1%) (44.8%) 33.9% (15.1%) 55.6% 35.8% 130.5% (58.8%) (22.4%) 52.2% (10.8%) 152.5% 65.3% 29.6% 48.3% 47.4%

As of September 30, 2016. PAGE | 15 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

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 tightened in YTD 2016 to 4.9x total leverage. $2.0B $2.0B 5.6x $1.9B 5.3x 5.3x $1.8B . Middle market LBO 4.7x 4.7x 4.8x 4.9x loan volume in 3Q 4.5x 4.5x $1.6B 4.3x 4.2x 4.3x $1.5B 2016 remained flat 4.1x 4.0x compared to 2Q, with 3.8x 3.8x 3.4x $1.2B $1.2B $0.5 billion of issuance. 3.3x $1.0B $0.9B

$0.7B $0.5B $0.5B $0.4B

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD16 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

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

Percentage of Total Purchase Price . Technology 1H 2016 New-Issue LBO Loan Volume: $1.5 billion companies were the Healthcare 18.7% third largest recipients 66% of LBO loans in YTD 63% 60% 2016. Insurance 16.8% 60% 60% 58% . The median LBO debt 57% percentage through Technology 15.3% 52% 3Q 2016 was 52%, in 55% line with the recent 50% trend of lenders Automotive 13.9% requiring larger equity contributions from Services & Leasing 13.4% sponsors.

Food & Beverage 7.7%

Other 14.2% 2007 2008 2009 2010 2011 2012 2013 2014 2015 3Q'16

PAGE | 16 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

SELECT HW&CO. TMT TRANSACTIONS

has received an has been has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by investment from recapitalized by

APPLICATION ERP / BUSINESS SUPPLY CHAIN DATA DIGITAL HEALTHCARE HEALTHCARE EDUCATION HEALTHCARE MARKETING SOFTWARE MANAGEMENT SOFTWARE ANALYTICS MEDIA TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY

has received a has received a has been acquired by has been has been acquired by has merged with has been acquired by significant equity has been acquired by has been acquired by majority investment has been acquired by recapitalized by investment from from

REAL ESTATE NON-PROFIT MARKETING DIGITAL ERP / BUSINESS ERP / BUSINESS HEALTHCARE IT HEALTHCARE FINANCIAL SOFTWARE SOFTWARE ANALYTICS MEDIA MANAGEMENT MANAGEMENT TECHNOLOGY SERVICES TECHNOLOGY TECHNOLOGY

has received a minority has acquired has been acquired by has acquired has been acquired by has been acquired by has merged with has been acquired by has been acquired by has been acquired by equity investment from

HEALTHCARE HEALTHCARE ENERGY HEALTHCARE INFRASTRUCTURE INFRASTRUCTURE SUPPLY CHAIN HEALTHCARE HEALTHCARE MANAGED TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY SOFTWARE SOFTWARE SOFTWARE TECHNOLOGY TECHNOLOGY SERVICES

has been has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by recapitalized by

LEGAL HEALTHCARE HEALTHCARE FINANCIAL HEALTHCARE NON-PROFIT NON-PROFIT DATA INFRASTRUCTURE HEALTHCARE TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY SOFTWARE SOFTWARE ANALYTICS SOFTWARE TECHNOLOGY

has received a has become a wholly- has received a minority has been acquired by has been acquired by has been acquired by majority investment has been acquired by has been acquired by to be acquired by has been acquired by owned subsidiary of investment from from

ECOMMERCE EDUCATION ENERGY HEALTHCARE MARKETING HCM ENERGY TECH-ENABLED HEALTHCARE HCM RETAIL TECHNOLOGY TECHNOLOGY TECHNOLOGY ANALYTICS SOFTWARE TECHNOLOGY SERVICES TECHNOLOGY SOFTWARE

PAGE | 17 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY UNIVERSE

Internet Bellwethers Alphabet Amazon.com Facebook Yahoo!

Adv ertising Networks / Search Portals Alphabet Baidu, Inc. Yahoo! Nav er Yahoo! Japan Yandex N.V. & &

Marketing Technology Adobe Criteo SA HubSpot Bazaarv oice The Rubicon Project TubeMogul QuinStreet Rocket Fuel Solutions

AdTech Endurance Marketing Marketing Local Online Adv ertising GoDaddy Wix.com Web.com Tucows Marchex International

Proprietary Data Networks Alliance Data Acxiom comScore Neustar YouGov Plc

Community Based Information Serv ices CoStar Group Zillow Group Auto Trader Group Rightmov e Yelp Moneysupermarket 51job Autohome Bankrate Angie's List Data & Data

Services Community Based Information Serv ices

Information Information DHI Group Monster Worldwide Care.com (cont'd)

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

Marketplace (cont'd) Cnov a Wayfair Ov erstock.com

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

Quotient Flash Sales / Promotional / Coupons Groupon RetailMeNot Technology

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

Vertical eCommerce (cont'd) eHealth

Digital Media & Online Content Tencent SINA Corporation IAC Pandora WebMD Health Sohu.com XO Group Blucora Ev eryday Health TechTarget

Digital Media & Online Content (cont'd) Demand Media Townsquare Media

Social Media Facebook Twitter Weibo Momo Match Group Spark Gaming

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

PAGE | 18 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS

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. 2016E Rev. LTM EBITDA Earnings

INTERNET BELLWETHERS Internet Alphabet Inc. GOOGL $482,470 $505,07898.2%25.2%81.1%11.8% (1.9%)32.6%5.7x6.7x17.5x 26.5x Bellwethers Amazon.com, Inc. AMZN 406,268396,94799.7%60.8%160.9%20.2% 27.9%8.7%3.2x3.0x36.5x NM Advertising Facebook, Inc. FB 347,767297,96697.2%41.0%154.4%43.8% 51.0%52.0%14.1x12.8x27.1x 39.8x Networks / Yahoo! Inc. YHOO 35,97541,02295.9%49.1%25.6%8.1% (29.6%)4.8%7.2x10.3x NMNM Search Portals Median $377,018 $347,45697.7%45.1%117.8% 16.0% 13.0%20.6%6.5x8.5x27.1x 33.2x Marketing Technology ADVERTISING NETWORKS / SEARCH PORTALS Local Online Alphabet Inc. GOOGL $482,470 $505,078 98.2% 25.2% 81.1% 11.8% (1.9%) 32.6% 5.7x 6.7x 17.5x 26.5x Advertising Baidu, Inc. BIDU 58,242 49,463 83.5% 32.4% 14.8% 32.8% 3.1% 25.1% 5.4x 5.4x 21.4x 9.9x Yahoo! Inc. YHOO 35,975 41,022 95.9% 49.1% 25.6% 8.1% (29.6%) 4.8% 7.2x 10.3x NM NM Proprietary Data NAVER Corp. 035420-KR 22,068 26,428 97.6% 72.7% 54.6% 17.9% 28.7% 27.7% 6.7x 6.0x 24.2x 43.0x Networks Yahoo Japan Corporation 4689-JP 19,413 22,610 79.4% 4.8% (31.1%) 52.2% 55.3% 26.2% 2.7x 2.4x 10.2x 21.3x Yandex NV YNDX 6,190 5,815 88.2% 96.2% (44.4%) (25.8%) 20.0% 31.0% 5.4x 5.3x 17.4x 42.7x Community Median $29,022 $33,725 92.1% 40.7% 20.2% 14.8% 11.5% 27.0% 5.5x 5.7x 17.5x 26.5x Based Info Services

MARKETING TECHNOLOGY Marketplace

Adobe Systems Incorporated ADBE $52,138 $53,969 98.9% 29.6% 107.0% 14.8% 23.1% 29.5% 9.4x 8.8x 31.9x 54.4x Criteo SA CRTO 1,922 2,138 73.4% (4.0%) NA 36.0% 33.0% 9.7% 1.2x 2.7x 12.1x 26.5x Travel HubSpot, Inc. HUBS 1,926 2,037 95.9% 26.0% NA 57.0% 45.4% NM 7.8x 7.3x NM NM Bazaarv oice, Inc. BV 436 490 98.8% 34.0% (38.8%) 4.5% 1.8% NM 2.2x 2.2x NM NM Flash Sales / Rubicon Project, Inc. RUBI 210 405 40.6% (42.1%) NA 98.3% 7.8% 17.9% 0.7x 0.8x 3.9x 17.2x Promotional / TubeMogul, Inc. TUBE 266 339 64.8% (10.2%) NA 58.2% 21.3% NM 1.3x 1.2x NM NM Coupons QuinStreet, Inc. QNST 98 138 47.9% (45.8%) (68.0%) 5.5% 14.0% NM 0.3x 0.3x NM NM Rocket Fuel, Inc. FUEL 126 117 47.1% (43.1%) (95.3%) 13.0% (42.7%) NM 0.3x 0.5x NM NM Vertical eCommerce Median $351 $447 69.1% (7.1%) (53.4%) 25.4% 17.7% 17.9% 1.2x 1.7x 12.1x 26.5x

Digital Media & LOCAL ONLINE ADVERTISING Online Content

GoDaddy, Inc. GDDY $4,014 $2,913 97.2% 36.5% NA 15.9% 14.8% 11.7% 2.2x 2.2x 19.3x NM Wix.com Ltd. WIX 1,658 1,844 87.8% 148.2% NA 43.5% 37.5% NM 6.9x 5.9x NM NM Social Media Endurance International Group Holdings, Inc.EIGI 3,156 1,236 56.5% (32.7%) NA 17.7% 50.1% 17.0% 3.1x 2.8x 18.3x NM Web.com Group, Inc. WEB 1,541 872 69.1% (17.0%) (47.9%) (0.1%) 36.0% 19.6% 2.3x 2.1x 11.9x 11.0x Gaming Tucows Inc. TCX 350 334 94.3% 37.1% 234.7% 17.1% 10.5% 13.6% 1.9x 1.8x 14.1x 29.3x Marchex, Inc. MCHX 25 105 53.9% (30.9%) (61.3%) (18.4%) (10.2%) NM 0.2x 0.2x NM NM Median $1,599 $1,054 78.4% 9.8% (47.9%) 16.5% 25.4% 15.3% 2.3x 2.1x 16.2x 20.2x

As of September 30, 2016. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 19 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS

PROPRIETARY DATA NETWORKS Internet Alliance Data Systems Corporation ADS $22,753 $12,556 70.6% (18.2%) 0.1% 21.4% 11.6% 27.8% 3.2x 3.2x 11.6x 22.2x Bellwethers Acxiom Corporation ACXM 2,147 2,063 97.8% 35.4% (7.3%) 5.6% 2.5% 13.8% 2.5x 2.5x 17.9x NM Advertising comScore, Inc. SCOR 1,047 1,737 59.7% (34.6%) 5.4% 12.1% 33.0% 7.1% 2.9x 2.1x 40.7x NM Networks / NeuStar, Inc. NSR 2,338 1,449 88.3% (0.7%) (45.7%) 9.0% 17.1% 38.1% 2.0x 1.9x 5.3x 9.3x Search Portals YouGov plc YOU-GB 271 283 97.3% 55.1% 145.5% 15.9% (13.3%) 13.4% 2.1x 2.3x 15.7x 57.0x Median $2,147 $1,737 88.3% (0.7%) 0.1% 12.1% 11.6% 13.8% 2.5x 2.3x 15.7x 22.2x Marketing Technology

COMMUNITY BASED INFORMATION SERVICES Local Online Advertising CoStar Group, Inc. CSGP $6,838 $7,060 96.3% 27.3% 26.4% 23.6% 17.8% 25.4% 8.4x 8.2x 33.2x 89.9x Zillow Group, Inc. ZG 6,319 6,016 86.1% 24.5% 27.3% 97.8% 29.9% NM 8.0x 7.5x NM NM Proprietary Data Auto Trader Group PLC AUTO-GB 5,828 5,206 77.8% 2.3% NA 2.6% (7.1%) 63.7% 13.7x 15.0x 21.6x 27.3x Networks Rightmov e plc RMV-GB 5,214 5,147 86.5% (0.5%) 42.8% 15.0% (3.8%) 73.7% 17.0x 18.5x 23.1x 28.8x Yelp Inc. YELP 3,025 3,263 99.4% 99.8% (41.4%) 45.6% 28.8% 2.1% 4.5x 4.3x NM NM Community Based Info Moneysupermarket.com Group plc MONY-GB 2,126 2,134 70.6% (22.9%) 57.9% 13.5% (7.9%) 38.6% 4.9x 5.4x 12.6x 20.3x Services 51job Inc JOBS 1,317 1,986 94.1% 21.3% (7.8%) 10.1% 5.5% 29.4% 3.9x 3.8x 13.3x 20.2x Autohome, Inc. ATHM 2,243 1,249 64.3% (25.0%) NA 59.4% 51.5% 28.6% 3.3x 2.7x 11.4x 7.9x Marketplace Bankrate, Inc. RATE 913 765 53.7% (18.0%) (59.2%) (32.0%) 14.5% 26.0% 3.3x 2.2x 12.7x NM Angie's List, Inc. ANGI 610 583 88.1% 99.0% (51.2%) 9.2% (3.7%) 5.0% 1.8x 1.8x 36.3x NM DHI Group, Inc. DHX 438 395 75.3% 5.1% (8.0%) (1.1%) (9.7%) 22.3% 1.8x 1.9x 8.3x NM Travel Monster Worldwide, Inc. MWW 411 322 46.6% (43.5%) (17.8%) (13.4%) (7.8%) 7.6% 0.7x 0.7x 8.9x NM Care.com, Inc. CRCM 263 285 83.0% 94.2% NA 18.8% 15.6% 6.4% 1.8x 1.6x 27.9x 21.9x Flash Sales / Median $2,126 $1,986 83.0% 5.1% (7.9%) 13.5% 5.5% 25.7% 3.9x 3.8x 13.3x 21.9x Promotional / Coupons

MARKETPLACE Vertical eCommerce Amazon.com, Inc. AMZN $406,268 $396,947 99.7% 60.8% 160.9% 20.2% 27.9% 8.7% 3.2x 3.0x 36.5x NM Alibaba Group BABA 275,348 263,975 96.3% 79.7% NA 29.3% 43.0% 36.9% 15.7x 13.2x 42.6x 23.5x eBay Inc. EBAY 38,459 37,145 99.1% 32.1% 39.7% (2.3%) 4.1% 32.8% 4.3x 4.3x 13.1x 20.0x Digital Media & Online Content JD.com, Inc. JD 34,062 29,889 77.9% (1.5%) NA 54.7% 31.1% NM 1.0x 0.9x NM NM Rakuten, Inc. 4755-JP 20,306 18,539 89.4% (0.6%) (13.8%) 19.2% 33.9% 20.0% 3.2x 2.6x 15.8x 50.5x Liberty Interactiv e QVCA 20,385 15,205 69.7% (24.2%) (0.8%) (4.9%) 4.0% 17.6% 1.9x 2.0x 10.9x 17.5x Social Media MercadoLibre, Inc. MELI 8,002 8,168 96.5% 104.0% 33.7% 17.1% 25.3% 24.8% 10.4x 9.8x 41.9x 65.9x 58.com Inc. WUBA 6,763 5,541 67.8% 4.8% NA 175.8% (73.5%) NM 1.1x 5.7x NM NM Shopify, Inc. SHOP 3,244 3,170 95.0% 22.4% NA 94.9% 79.6% NM 9.6x 8.8x NM NM Gaming LendingClub Corp LC 5,934 2,417 41.2% (53.0%) NA 72.3% (51.8%) NM 8.9x 12.6x NM NM Cnov a NV CNV 2,520 2,370 99.4% 77.8% NA (57.5%) 88.7% NM 1.6x 0.7x NM NM Wayfair, Inc. W 3,065 1,897 78.7% 9.8% NA 70.6% 52.1% NM 1.1x 0.9x NM NM Ov erstock.com, Inc. OSTK 311 388 85.4% (9.9%) (49.7%) 10.7% 6.4% 0.9% 0.2x 0.2x 20.5x 40.7x Median $8,002 $8,168 89.4% 9.8% 16.5% 20.2% 27.9% 20.0% 3.2x 3.0x 20.5x 32.1x

As of September 30, 2016. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 20 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS

TRAVEL Internet Priceline Group Inc PCLN $76,545 $72,731 99.3% 18.0% 41.7% 9.3% 15.6% 37.9% 7.8x 7.2x 20.6x 28.5x Bellwethers Ctrip.com CTRP 24,016 23,175 81.2% 48.8% 55.9% 45.6% 66.1% 4.9% 10.6x 8.3x NM 58.1x Advertising Expedia, Inc. EXPE 20,949 16,001 83.1% (2.7%) 120.8% 15.8% 31.1% 13.6% 2.5x 2.4x 18.4x 84.3x Networks / TripAdv isor, Inc. TRIP 8,530 8,394 72.2% (1.5%) (19.5%) 19.7% 2.2% 17.0% 5.8x 5.6x 34.1x 42.4x Search Portals MakeMyTrip Ltd. MMYT 1,022 996 99.2% 69.5% 56.9% 12.1% (34.0%) NM 2.7x 9.7x NM NM Trav elzoo Inc. TZOO 153 178 96.7% 54.4% (52.4%) (0.3%) (5.9%) 9.6% 1.2x 1.1x 12.2x 29.0x Marketing Technology Median $14,740 $12,197 89.9% 33.4% 48.8% 14.0% 8.9% 13.6% 4.2x 6.4x 19.5x 42.4x

Local Online FLASH SALES / PROMOTIONAL / COUPONS Advertising Groupon, Inc. GRPN $2,504 $2,947 86.7% 58.5% (56.0%) (2.3%) (0.6%) 1.4% 0.8x 0.8x NM NM Proprietary Data Quotient Technology Incorporated QUOT 966 1,117 92.7% 47.9% NA 7.0% 13.7% NM 3.6x 3.6x NM NM Networks RetailMeNot, Inc. SALE 321 481 76.5% 20.3% (71.3%) (5.9%) 15.9% 11.9% 1.2x 1.1x 10.2x 55.7x Median $966 $1,117 86.7% 47.9% (63.6%) (2.3%) 13.7% 6.6% 1.2x 1.1x 10.2x 55.7x Community Based Info Services VERTICAL eCOMMERCE GrubHub, Inc. GRUB $3,419 $3,663 96.4% 75.5% NA 42.5% 34.5% 23.9% 7.5x 7.0x 31.4x NM Marketplace Cimpress N.V. CMPR 4,029 3,200 97.1% 31.8% 77.3% 19.7% 16.1% 11.1% 2.2x 2.1x 19.5x NM Shutterstock, Inc. SSTK 1,992 2,231 97.8% 113.5% (13.9%) 29.6% 18.7% 14.1% 4.1x 3.9x 29.3x NM Stamps.com Inc. STMP 1,777 1,632 76.4% 27.3% 105.2% 45.3% 58.2% 30.3% 5.4x 5.3x 17.9x 35.4x Travel Etsy, Inc. ETSY 1,421 1,624 91.0% 0.9% NA 39.8% 31.7% 12.6% 4.1x 3.9x 32.9x NM Shutterfly, Inc. SFLY 1,823 1,517 81.8% 25.0% (21.7%) 15.0% 8.9% 13.4% 1.6x 1.6x 12.2x 27.1x Flash Sales / Promotional / Chegg, Inc. CHGG 591 645 88.3% (0.6%) NA (1.1%) (16.9%) NM 2.2x 2.4x NM NM Coupons PetMed Express, Inc. PETS 361 416 95.8% 26.4% 19.7% 2.3% 2.2% 14.7% 1.5x 1.5x 10.3x 19.1x Blue Nile, Inc. NILE 365 400 88.3% 7.8% (14.0%) 1.4% (1.4%) 4.0% 0.8x 0.8x 19.4x 41.9x Vertical 1-800-FLOWERS.COM, Inc. FLWS 826 321 84.3% (0.4%) 83.8% 4.6% 4.5% 6.5% 0.7x 0.7x 10.8x 12.6x eCommerce eHealth, Inc. EHTH 138 205 74.0% (12.4%) (66.0%) 5.5% 3.6% NM 0.7x 0.7x NM NM Median $1,421 $1,517 88.3% 25.0% 2.9% 15.0% 8.9% 13.4% 2.2x 2.1x 19.4x 27.1x Digital Media & Online Content

Social Media

Gaming

As of September 30, 2016. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 21 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS

DIGITAL MEDIA & ONLINE CONTENT Internet Tencent Holdings Ltd. 700-HK $239,398 $259,975 96.5% 64.6% 161.7% 27.7% 36.8% 42.0% 12.4x 10.7x 29.5x 56.7x Bellwethers SINA Corp. SINA 4,545 5,233 86.6% 93.1% (8.3%) 14.6% 13.1% 9.4% 4.9x 4.6x NM NM Advertising IAC IAC 5,359 4,609 85.4% (4.2%) 13.9% 3.9% (3.8%) 11.8% 1.7x 1.7x 14.3x NM Networks / Pandora Media, Inc. P 3,406 3,311 64.5% (30.8%) (43.9%) 26.4% 20.0% NM 2.6x 2.4x NM NM Search Portals WebMD Health Corp. WBMD 2,781 1,938 73.6% 22.6% 62.7% 9.6% 10.9% 27.5% 4.0x 3.9x 14.7x 23.5x Sohu.com, Inc. SOHU 905 1,713 74.4% 5.5% (44.2%) 15.8% (13.0%) 9.4% 0.5x 0.5x 5.7x NM Marketing Technology XO Group Inc. XOXO 396 511 98.8% 38.0% 44.4% (1.4%) 7.6% 15.7% 2.7x 2.6x 16.9x NM Blucora, Inc. BCOR 856 465 73.9% (16.2%) (52.6%) 13.5% NA 39.6% 7.9x 1.9x 20.0x NM Local Online Ev eryday Health, Inc. EVDY 342 257 72.6% (10.8%) NA 25.9% 10.8% 10.4% 1.4x 1.3x 13.3x NM Advertising TechTarget, Inc. TTGT 272 219 84.0% (7.2%) 61.8% 5.3% (1.2%) 15.6% 2.4x 2.5x 15.5x 30.5x Demand Media, Inc. DMD 57 116 87.9% 37.1% (54.9%) (26.9%) (12.7%) NM 0.5x 0.5x NM NM Proprietary Data Townsquare Media, Inc. TSQ 812 98 77.5% (3.9%) NA 18.0% 19.7% 18.7% 1.7x 1.5x 9.2x 10.0x Networks Median $880 $1,112 80.7% 0.8% 2.8% 14.1% 10.8% 15.6% 2.5x 2.2x 14.7x 27.0x Community Based Info SOCIAL MEDIA Services

Facebook, Inc. FB $347,767 $297,966 97.2% 41.0% 154.4% 43.8% 51.0% 52.0% 14.1x 12.8x 27.1x NM Marketplace Twitter, Inc. TWTR 14,226 16,313 72.3% (6.6%) NA 58.1% 15.1% 3.1% 5.6x 5.6x NM NM Weibo Corp WB 10,721 4,999 95.9% 336.4% NA 43.5% 32.7% 16.8% 20.0x 16.9x NM NM Momo Inc MOMO 4,007 3,245 87.8% 80.1% NA 200.4% 209.0% 12.0% 17.8x 9.7x NM NM Travel Match Group, Inc. MTCH 5,794 744 97.7% NA NA 14.9% 20.3% 29.4% 5.0x 4.7x 16.8x 5.6x Spark Networks, Inc. LOV 37 41 38.2% (47.3%) (80.8%) (21.9%) (22.6%) NM 0.9x 1.0x NM NM Flash Sales / Median $8,257 $4,122 91.9% 41.0% 36.8% 43.6% 26.5% 16.8% 9.9x 7.6x 22.0x 5.6x Promotional / Coupons

GAMING Vertical eCommerce Nintendo Co., Ltd. 7974-JP $22,965 $37,220 85.5% 51.8% 130.7% (8.2%) 18.1% 5.4% 6.0x 4.6x NM 91.3x Activ ision Blizzard, Inc. ATVI 35,824 32,847 98.2% 43.4% 162.1% 5.8% 40.7% 36.7% 6.0x 5.5x 16.4x 37.7x Digital Media & NetEase, Inc. NTES 27,649 31,928 94.6% 105.1% 232.1% 91.0% 55.2% 33.9% 5.7x 4.9x 16.7x 29.8x Online Content Electronic Arts Inc. EA 23,429 25,685 99.5% 27.1% 223.2% (3.2%) 13.2% 26.6% 5.2x 4.8x 19.6x 20.5x Ubisoft Entertainment SA UBI-FR 4,441 4,287 88.3% 83.0% 135.4% (4.8%) 24.8% 43.9% 2.7x 2.4x 6.2x 38.2x Take-Two Interactiv e Software, Inc. TTWO 4,082 3,878 96.4% 58.0% 145.3% 30.5% 16.0% 16.5% 2.7x 2.5x 16.2x NM Social Media Zynga Inc. ZNGA 1,695 2,226 96.4% 28.2% (24.2%) 10.8% (2.2%) NM 2.3x 2.3x NM NM GREE, Inc. 3632-JP 507 1,347 89.4% 23.2% (28.0%) (24.4%) (3.6%) 20.3% 0.9x 0.8x 4.2x 8.5x Glu Mobile Inc. GLUU 151 298 50.1% (46.0%) (22.8%) 12.0% (20.7%) NM 0.7x 0.8x NM NM Gaming Median $4,441 $4,287 94.6% 43.4% 135.4% 5.8% 16.0% 26.6% 2.7x 2.5x 16.3x 33.8x

As of September 30, 2016. Enterprise value and market capitalization figures in millions USD. Market capitalization figures exclude non-traded shares PAGE | 22 TECHNOLOGY, MEDIA & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 3Q 2016

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