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TECHNOLOGY, MEDIA, & TELECOM QUARTERLY & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

www.harriswilliams.com

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct .

www.harriswilliams.com

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

HARRIS WILLIAMS & CO. OVERVIEW

CONTENTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM . IDM OVERVIEW . WHAT WE’RE READING KEY FACTS . M&A TRANSACTIONS – 4Q 2015 . IDM M&A ACTIVITY . 25 year history with over 700 . IDM SECTOR OVERVIEWS closed transactions since . IDM PRIVATE PLACEMENTS OVERVIEW inception . IDM PUBLIC COMPARABLES OVERVIEW . Approximately 235 . TECHNOLOGY IPO OVERVIEW professionals across seven . DEBT MARKET OVERVIEW offices in the U.S. and . APPENDIX: PUBLIC COMPARABLES DETAIL Europe TMT CONTACTS . Strategic relationships in India and HW&Co. Office Network Office Jeff Bistrong . 10 industry groups 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 . Application Software . IT and Tech-Enabled Managing Director [email protected] Solutions . Media, Content, and . Data and Analytics Services . Data & Information Services Gaming . Infrastructure Software . Telecom and Data Center EUROPE Solutions Thierry Monjauze Managing Director [email protected] TMT VERTICAL FOCUS AREAS . Education Technology . Public Sector TO SUBSCRIBE PLEASE EMAIL: . Financial Technology *[email protected] . Energy Technology . Healthcare IT . Supply Chain / Logistics

SELECT 2016 AND 2015 HW&CO. TMT TRANSACTIONS

Baarsma B2C trades as:

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PAGE | 1 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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 4Q 2015 Internet & Digital Media Sector Update, which provides Office: 415.217.3411 commentary and analysis on the current IDM M&A environment, market landscapes, and key trends. Mobile: 415.722.4550 [email protected]

SECTION CONTENTS

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

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

SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS

Baarsma B2C trades as: Leading B2C Provider of Cloud-based Provider of Provider of Provider of eCommerce online information data-driven sampling, data visual effects wine retail community and analytics marketing and collection, and for blockbuster platform in management platform for analytics tools has received a data analytic movies, Europe has been acquired by solutions. has been acquired by the aviation has been acquired by to the majority solutions for has merged with and has been acquired by industry. automotive investment from consumer and Hollywood industry B2B survey studios research

PAGE | 2 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

WHAT WE’RE READING

THE $8.2 BILLION ADTECH FRAUD PROBLEM THAT EVERYONE IS IGNORING (JANUARY 6, 2016)

Online advertising fraud costs advertisers $8.2 billon per year, according to a report released by the Interactive Advertising Bureau in December 2015. Specifically, this fraud includes non-human traffic, malvertising-related activities such as ad-stacking and unauthorized redirects, and content infringement. With nearly half of all internet traffic being non-human activity, the prevalence of impressions as a measure of human views is troubling. Additionally, there is strong evidence of immoral and even illegal activity by owners, such as stacking ad units, shrinking ad units, and buying artificial bot traffic to boost resulting ad impressions. To combat these growing problems, advertisers can install ad fraud protection, block certain countries with high rates of bot traffic, and most importantly, use outcome-based measurements of human activity, including cost-per-action, to benchmark ad effectiveness. TechCrunch

FIVE WAYS ECOMMERCE WILL CHANGE IN 2016 (JANUARY 1, 2016)

The world of digital commerce and payment methods advanced significantly over the past year, from mobile wallets to new lending platforms and one-touch payments. While Apple and PayPal have successfully pushed their technologies into brick-and-mortar stores, the industry continues to integrate additional capabilities, bridging the gap between online and offline shopping, and peer-to-peer payments. Meanwhile, Apple, Google, Square, and are all angling for a piece of the peer-to-peer payments market that is currently dominated by Venmo and PayPal. Additionallly, while 2015 saw the rise of alternative lending platforms that follow a more traditional model, 2016 will likely see startups working to integrate their offerings more deeply into the lives of millennials. VentureBeat

EUROPE APPROVES TOUGH NEW DATA PROTECTION RULES (DECEMBER 15, 2015)

European officials approved long-awaited data protection regulations, which are the latest effort to give consumers greater input over how their digital information is collected and managed. The changes, expected to go into effect by early 2017, would broadly implement policies that are now enforced only after court rulings or only in specific countries. The tough stance on privacy has often put the European Union at odds with large American tech companies like Google and Facebook, which collect and mine data from social media posts and online search results. The companies have lobbied to either limit the strength of the legislation or to ensure that people have sufficient control over their online data. “Europe’s approach to privacy is much stronger than in the United States,” said Peter Church, a technology lawyer at Linklaters in London. “There’s a fundamental difference in culture when it comes to privacy.” New York Times

WELCOME TO WEB TV, CORD-CUTTERS. DON'T FORGET YOUR CREDIT CARD (DECEMBER 14, 2015)

2015 saw the debut of long-awaited virtual TV services that allows consumers to cut the cord without sacrificing live content, but the costs add up. Options including Sling TV from Dish Network and Vue on Sony's PlayStation game console are meant to be the final nudge that disgruntled pay-TV customers need to cut the cord, but the term “cord- cutter” is a misnomer because consumers are still reliant on a broadband connection. Broadband by itself costs Americans $69 per month on average, only $17 less expensive than the average combination plan that includes both TV and broadband. With virtual television services ranging from $20 to $50 per month, consumers are actually paying more for less without considering other online-only services like Netflix, Hulu Plus, and Amazon Instant which all carry additional fees. CNET

FORGET GOING PUBLIC, U.S. COMPANIES WANT TO GET BOUGHT (NOVEMBER 29, 2015)

More companies are shelving plans to pursue IPOs and being sold at the highest rate in three years. While M&A volumes are surging as firms seek to build scale and boost earnings in a sluggish economic environment, investors broadly expect markets to be volatile for a host of reasons, including a potential rate interest increase, above average stock valuations, and worries about terrorism and other geopolitical risks. As a result, many IPO candidates are getting better offers from potential acquirers, including strategic rivals and financial firms, than they could achieve in the public markets. “We are in a low-revenue-growth environment for most companies, and M&A remains one of the best ways for them to grow earnings, especially if they can create synergies and cut costs through mergers,” said Chris Bartel, head of global equity research at Fidelity Investments. Wall Street Journal

PAGE | 3 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

SELECT IDM M&A TRANSACTIONS – 4Q 2015

Closed 12/14/2015 Expedia’s acquisition of HomeAway . HomeAway operates an online vacation rental property marketplace that enables property owners and managers to market properties for rental to vacation travelers . In tandem with the acquisition, HomeAway revealed it will change its business model by adding a booking fee for consumers . The Expedia-HomeAway combination displaces Booking.com as the world’s largest lodging seller in terms of number of hotels, vacation rentals, and apartments Ent. Value: $3.3b EV / Revenue: 6.9x Revenue: $485m EV / EBITDA: 54.5x

Closed 12/9/15 Neustar’s acquisition of MarketShare . MarketShare is a leader in analytics and attribution, uniquely connecting strategic CMO decisions to the most tactical of marketing issues . Utilizing sales, marketing, macroeconomic, and proprietary customer data, MarketShare quantifies the sales impact of marketing campaigns for leading brands . The acquisition of MarketShare expands Neustar’s leadership in marketing services by creating a comprehensive data-driven Ent. Value: $450m EV / Revenue: 7.9x solution enabling CMOs to plan, optimize, and allocate their online and offline marketing budgets Revenue: $57m EV / EBITDA: NA

Announced 10/30/15 Endurance International Group’s pending acquisition of Constant Contact . Constant Contact provides online marketing solutions with a focus on direct email marketing campaigns . Constant Contact helps more than 650,000 customers worldwide design and automate email marketing programs through its all-in-one platform for small organizations . The deal combines two leaders in technology solutions for small business, providing Endurance International Group with an enhanced suite of online marketing tools and email-based capabilities Ent. Value: $932m EV / Revenue: 2.6x Revenue: $362m EV / EBITDA: 20.5x

Announced 10/20/15 Electra Private Equity and Exponent Private Equity’s pending acquisition of Photobox . Photobox provides online digital photo services including printing on a wide variety of products . Photobox allows users to turn digital memories into physical and emotional products, such as prints, photo books, calendars, diaries, cards, wall arts, and canvas products . The acquisition by Electra and Exponent will allow Photobox to continue investing in building out its personalized products and gifts offering to achieve accelerated mobile, product, and international expansion Ent. Value: $619m EV / Revenue: 1.9x Revenue: $333m EV / EBITDA: 13.5x

Closed 9/30/15 Liberty Interactive’s acquisition of zulily . zulily is an eCommerce company that sells clothing, toys, and home products . zulily has faced headwinds in growing market share in the face of increasing competition from other flash sales sites such as Gilt and Rue La La and eCommerce giants like Amazon . The deal will help Liberty bolster its online business and attract young shoppers who are more comfortable making purchases online and on mobile devices Ent. Value: $2.2b EV / Revenue: 1.7x Revenue: $1.3b EV / EBITDA: NM

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IDM ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF IDM ASSETS BY VOLUME

(Number of Transactions) . The ten most active strategic IDM 2015 consolidators combined for 33 2014 acquisitions in 2015. Google 7 continued to be the most active 2013 IDM acquirer in 2015 with seven 1 2012 acquisitions, including the purchases 4 of cloud-based service providers 17 9 2011 Nimbuz and BeBop Technologies as 9 2 it continues to build out the Google 2 Cloud Platform. 4 6 7 16 7 4 4 . Notable transactions include 4 2 Polyvore / Yahoo, TellApart / Twitter, 3 5 3 3 4 4 4 4 5 2 and / Alibaba. 2 2 3 1 6 1 2 1 3 4 3 4 3 1 2 2 1 2 1 1

GLOBAL STRATEGIC ACQUIRER IDM M&A ACTIVITY BY VOLUME

(Number of Transactions) . Global strategic IDM M&A registered 159 transactions in 3Q, an 18% decrease relative to the prior quarter and the lowest level since 2013. . With strategic buyer stock prices falling from summer highs, stock- based equity financing for 227 207 213 acquisitions becomes less 195 straightforward, raising pressure on 180 185 188 167 166 159 technology executives, who are 148 142 increasingly seeking acquisitions to bolster organic growth and increase the pace of innovation.

1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

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IDM ACQUISITION ACTIVITY – PRIVATE EQUITY INVESTORS

MOST ACTIVE PRIVATE EQUITY INVESTORS OF NEW IDM PLATFORMS BY VOLUME

(Number of Transactions) . Spectrum Equity was the most 2015 active private equity acquirer of 2014 new IDM platforms in 2015, with 4 seven acquisitions. 2013 6 2 1 . Collectively, the top ten most 7 2012 active private equity IDM acquirers 7 6 5 2011 7 3 completed 49 acquisitions in 2015. 5 Notable transactions include: Vista 1 1 3 5 3 6 3 Equity Partners’ purchases of 3 2 Shopatron and MarketLive, and 5 3 5 3 4 2 HGGC’s investment in Selligent. 3 1 3 1 8 2 2 4 7 1 3 5 4 5 2 2 1 1 1 2

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

(Number of Transactions) . After a strong 2Q 2015 and moderate 3Q 2015, global private equity IDM investment activity increased 26% in 4Q 2015, reaching its third highest quarterly level in three years. . Private equity investment in the IDM sector has broadly been driven by attractive debt market conditions, 28 29 large amounts of equity dry 24 21 powder, and attractive valuations 20 19 in private markets as a result of 17 17 17 17 robust investor confidence in future 12 11 growth.

1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

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ADTECH & MARKETING SOLUTIONS – M&A MARKET SUMMARY

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

(Number of Transactions) (Enterprise Value / Revenue) . M&A activity in the AdTech & Marketing Solutions segment 3.6x increased modestly in 4Q 87 2015, with 65 transactions

registered, in line with the 76 75 3.0x

average level over the last 2.8x 2.8x 65 65 three years. 2.5x 57 58 58 2.3x 2.1x 2.1x . Median reported AdTech & 51 48 47 1.9x Marketing Solutions revenue 45 1.7x multiples increased to 3.0x, its 1.6x 1.6x highest level since 4Q 2013. . While the AdTech and Marketing Solutions sector has been underperforming overall, buyers continue to pick up high-quality assets at growing multiples. 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 '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

NOTABLE ADTECH & MARKETING SOLUTIONS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE . AdTech & Marketing Solutions Pending Hunan TV & Broadcast Adwo Inc. Develops and operates a mobile advertising platform. $164 4.8x Pending Spearhead Integrated Marketing Allyes Information Technology Offers digital marketing and internet advertising services. $74 0.3x valuations remain Pending Endurance International Group Constant Contact, Inc. Provides online marketing tools for small , nonprofits, and associations. $932 2.6x conservative, as the value Pending Adobe Systems Digital Analytix Business Provides solutions to help discover, analyze and communicate key business insights. $45 NA proposition and differentiation Pending Fyber GmbH Heyzap Inc. Operates a local services marketplace and consumer review site. $45 NA of many companies’ offerings Pending Metaps Inc. Nextapps Inc. Nextapps Inc. develops mobile advertising platform application. $35 5.2x are not immediately clear to Pending Quest Ventures Slyce Inc. Provides imaging technology visual search software to enable eCommerce. $81 NM investors in a crowded and 12/09/15 NeuStar, Inc. MarketShare Partners LLC Provides marketing analytics solutions. $450 7.9x fragmented marketplace. 12/02/15 American Capital Equity BrandMuscle Inc. Provides web-based local marketing software and services. NA NA 11/30/15 Wingify Software Pvt Ltd Navilytics Develops and installs data analysis tools for and Web application owners. NA NA . Notable recent transactions 11/16/15 Christie Digital Systems USA, Inc. Allure Global Solutions, Inc. Provides digital media and point of sale software solutions. NA NA include EIG’s acquisition of 11/12/15 Sizmek Inc. PointRoll, Inc. Operates a multi-screen digital advertising technology and services company. $20 NA Constant Contact, Neustar’s 11/11/15 New Game Technologies, Inc. adaptiv.io, Inc. Provides a hosted marketing and data automation platform. NA NA purchase of MarketShare, and 10/26/15 Paciolan Systems, Inc. Ballena Technologies, Inc. Offers tools for sports teams, venue owners/operators, and web ticketing solutions. NA NA the purchase of Millennial 10/22/15 AOL Inc. Millennial Media Inc. Provides mobile advertising solutions to advertisers and developers. $218 0.8x Media by Verizon’s AOL. 09/30/15 Constellation Web Solutions, Inc. Market Leader, Inc. Provides online technology and marketing solutions for real estate professionals. NA NA 09/30/15 News Corp Unruly Group Limited Develops a global platform for social video advertising. NA NA 07/31/15 Milestone Partners G5 Search Marketing, Inc. Develops digital marketing solutions for the property management sector. NA NA

MEDIAN $78 3.7x

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DATA & 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) . In 4Q 2015, the Data and Information Services M&A 66 sector registered 55 reported 4.5x 60 60 59 59 4.3x 4.2x transactions, down slightly 57 4.1x 55 compared to the previous 53 3.7x quarter. 3.5x 3.5x 45 44 3.1x . Median reported M&A 41 multiples for Data and 38 2.7x Information Services 2.3x transactions increased to their 2.1x 1.9x highest levels since 4Q 2013, driven by a small number of high-value transactions including the purchase of iProperty by REA Group.

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 '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

NOTABLE DATA AND INFO SERVICES M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE . While many data analytics Pending Computer Programs & Systems Healthland, Inc. Provides integrated healthcare information technology solutions healthcare providers. $242 NA companies have broad Pending REA Group Limited iProperty Group Limited Develops and operates internet-based real estate property portals. $538 29.1x Pending Genscape, Inc. Locus Energy, LLC Provides monitoring software and data analytics for generation systems. NA NA applicability, the majority of Pending Catena Media Right Casino Media Limited Operates an online casino comparison website. $9 NA deals involved companies with 12/28/15 IHS Inc. CARPROOF Corporation Collects, compiles, and provides used vehicle history data and reports. $468 NA a marketing and customer 12/04/15 Audi, AG, BMW, Daimler AG HERE Holding Corporation Provides maps and other location content. $3,069 2.9x acquisition focus. 11/23/15 LexisNexis Group Inc. Lex Machina, Inc. Operates online database of intellectual-property. NA NA 11/06/15 IBM Cleversafe, Inc. Offers solutions that enable businesses to store, manage, and access data. NA NA . In one of the largest Data and 11/04/15 CEB Canada Inc. Wanted Technologies Corporation Provides real-time business intelligence for the talent marketplace. $32 4.2x Information Services deals in 10/31/15 The Carlyle Group Novetta Solutions, LLC Provides analytics software and solutions for government and commercial enterprises. NA NA 2015, McGraw Hill Financial 10/13/15 Simply Measured, Inc. DataRank, Inc. Provides an online dashboard for collecting and analyzing online conversations. NA NA acquired SNL Financial from 10/01/15 Autobytel Inc. AutoWeb, Inc. Provides automotive search solutions that connect automotive shoppers and sellers. $28 5.8x New Mountain Capital for $2.2 09/25/15 Computer Sciences Corporation Fixnetix Ltd. Provides low latency market data and trading infrastructure connectivity solutions. $113 NA billion, an estimated 8.7x 2015E 09/01/15 McGraw Hill Financial, Inc. SNL Financial LC Provides business intelligence services. $2,225 9.9x revenue multiple. 08/20/15 Zillow Group, Inc. dotloop, Inc. Operates a collaboration platform where real estate professionals get deals done. $108 NA 08/20/15 Oracle Corporation Maxymiser Inc. Provides online customer experience optimization solutions. NA NA 08/11/15 Intelius Holdings, Inc. Classmates, Inc. Creates and maintains online high school directories, class lists, and year books. $30 0.6x 08/04/15 Construction Software Technologies Construction Market Data Group LLC Provides commercial construction information and market intelligence solutions. NA NA 08/03/15 Advance Communication 1010data, Inc. Provides big data discovery and data sharing solutions for business and technical users. $500 NA

MEDIAN $177 5.0x

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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) . In 4Q 2015, eCommerce M&A volume tailed off slightly 65 8.2x relative to prior quarters, 7.8x registering the lowest number 7.4x of transactions since 3Q 2013. 53 54 51 51

Median reported revenue 46 5.8x . 44 42 5.5x multiples declined to 2.7x, 40 39 5.0x matching its lowest level in the 4.8x 4.7x 35 past three years. 33 . Consolidation continues at the 3.4x 2.9x high end of the market with 2.7x 2.7x traditional participants moving online (Liberty Interactive / zulily), and existing leaders pursuing adjacencies (Expedia / HomeAway). 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 '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

NOTABLE ECOMMERCE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE . Several recent deals involved Pending CarTrade.com CarWale.com Provides an online platform for car buyers and owners. NA NA cloud-based eCommerce Pending 7Commerce GmbH eTRAVELi Holding AB Owns and operates an online travel agency for flights. $267 3.5x Pending Saks Fifth Avenue Gilt Provides an online shopping destination for luxury goods. $250 0.4x enablement platforms, Pending Vista Equity Partners MarketLive, Inc. Provides an e-commerce technology platform and services for online retailers. NA NA including the purchases of Oz Pending Electra Private Equity PhotoBox Limited Provides online digital photo services. $619 1.9x DEVELOPMENT, MarketLive, Pending Vista Equity Partners Shopatron, Inc. Provides cloud-based eCommerce order management solutions. NA NA and Shopatron. 12/29/15 All Web Leads, Inc. Insurancequotes, Inc. Operate as online marketplace for purchasing insurance products and services. $165 NA 12/14/15 Expedia Inc. HomeAway, Inc. Operates an online vacation rental property marketplace. $3,348 6.9x . Saks Fifth Avenue’s pending 10/31/15 Pandora Media, Inc. Ticketfly, Inc. Provides a cloud-based integrated social marketing and ticketing platform. $443 6.7x acquisition of Gilt Groupe 09/30/15 Liberty Interactive zulily Operates as an online retailer. $2,163 1.7x indicates ongoing change in 09/25/15 Rentrak Corporation SponsorHub, Inc. Operates an online marketplace for the event sponsorship industry. NA NA the highly competitive flash 09/03/15 The Priceline Group Inc. Analytical Systems Pty Ltd Designs and develops restaurant and functions management solutions. NA NA sales sector. 09/03/15 Linx Sistemas E Consultoria Ltda. Chaordic Systems S.A. Develops personalization solutions for e-commerce. $15 NA 06/30/15 Genstar Capital, LLC All Web Leads, Inc. Provides online sales lead generation services for the insurance industry. NA NA . Strategic acquirers were MEDIAN $355 2.7x particularly active, with many small -ons in niche markets.

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

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

(Number of Transactions) (Enterprise Value / Revenue) . After a high water mark in 2Q 2015, Media, Content, & 85 Gaming M&A volume 79 77 decreased in 3Q and 4Q, 4.8x 4.7x 4.8x reaching the lowest level since 68 67 65 4.5x 2013. 61 58 59 56 3.8x 3.7x . In 4Q 2015, median reported 51 M&A revenue multiples 50 2.9x remained elevated as high- 2.7x 2.7x growth social media and 2.6x 2.5x digital content companies 2.0x continue to be highly sought- after acquisition targets.

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 '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

NOTABLE MEDIA, CONTENT, & GAMING M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE . In 4Q 2015, strategic and Pending ChoiceTrade, Inc. Beta Music Group, Inc. Provides a multi-channel platform for sports, health, fitness, and entertainment enthusiasts. NA NA private equity buyers Pending Shenzhen MTC Co., Ltd. Networks Co., Ltd. Operates a rich media streaming and content delivery internet platform. $242 NA Pending Activision Blizzard, Inc. King Digital Entertainment plc Produces and distributes digital games on multiple platforms. $4,759 2.3x completed transactions across Pending Huatai Ruilian; Sequoia Capital Momo Inc. Operates as a mobile-based social networking platform in China. $3,118 47.5x a diverse set of verticals Pending Jukin Media Inc. People Are Awesome Limited Provides an online platform for uploading and viewing stunt . NA NA including online dating, social Pending New Sports Group Limited Wuxi Xinyou Network Technology Co., Ltd. Develops online games in China. $143 NA media, music services, and Pending Youku Tudou Inc. Operates a platform that enables users to share video content. $4,482 4.8x gaming. 12/23/15 Pandora Media, Inc. Rdio, Inc. Provides online and offline music services. $75 NA 10/31/15 Axel Springer Business Insider, Inc. Operates a business news website for customers. $390 NA . One of the more notable 10/28/15 Match.com Plentyoffish Media Inc. Operates an online dating site for singles and personals. $575 NA Media, Content, & Gaming 10/18/15 Time Inc. HelloGiggles.com, LLC Operates an online community for women. NA NA transactions is Activision’s $4.8 09/02/15 Yahoo! Inc. Polyvore, Inc. Operates an online community that connects brands with influencers. $230 NA billion acquisition of King 07/28/15 Torstar Corporation VerticalScope Inc. Operates websites, online communities, and forums in various verticals. $351 NA Digital Entertainment, which 07/21/15 Penske Media Corporation Gold Derby, Inc. Operates a website that allows users to predict the winners of Hollywood awards. NA NA comes not long after King’s 06/30/15 Vivendi SA SA Operates an online video portal for members to see, create, and share online videos. $302 4.2x IPO in March 2014. MEDIAN $351 4.5x

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SELECT RECENT IDM PRIVATE PLACEMENTS

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

Catterton Partners Corporation; General Catalyst Partners; Allen 12/16/2015 eCommerce C $95 $168 Engages in the online sale of used v ehicles to customers. & Company Inc., Inv estment Arm; T. Rowe Price Associates, Inc.

AdTech & Staley Capital Management LLC; Mercato Partners; Mercato Prov ides a cloud-based marketing automation 12/10/2015 Marketing C $49 $55 Partners, L.P.; SVB Silicon Valley Bank Inv estment Arm software. Solutions

Media, Late Prov ides content across multiple channels cov ering 12/09/15 Content & $200 $770 The Walt Disney Co. Stage v arious subjects. Gaming

Fidelity Inv estments; Bain Capital Ventures; Alibaba Capital Operates a members-only shopping club that prov ides 11/24/2015 eCommerce B $500 $720 Partners; Google Ventures clients with best price on v arious products.

Accel Partners; Index Ventures; Hummingbird Ventures; DST Operates an online food deliv ery platform that allows 11/23/2015 eCommerce D $100 $200 Global; Greenoaks Capital Partners LLC users to order meals from partner restaurants.

Media, CRV; Baillie Gifford & Co.; Digital Media Inv estments Offers online courses focusing on artificial intelligence 11/11/2015 Content & D $105 $163 Inc.; Google Ventures; Andreessen Horowitz LLC; Driv e Capital, and robotics. Gaming LLC; Emerson Collectiv e, LLC

Media, Late Prov ides online educational content solutions to 11/06/2015 Content & $230 $235 Bertelsmann SE & Co. KGaA Stage institutions to help put their degree programs online. Gaming

Data & New Enterprise Associates; Redpoint Ventures; RRE Ventures LLC; Prov ides a cloud-based employer-sponsored health 10/20/2015 Information C $81 $119 Mav erick Capital, Ltd.; The Founders Fund; Google Ventures; insurance platform for small to midsize employers. Serv ices Google Ventures, L.P.

AdTech & Sapphire Ventures LLC; Zetta Venture Partners I, L.P.; Zetta Prov ider of mobile marketing analytics and automation 10/15/15 Marketing A $10 $21 Venture Partners; Aspect Ventures; Salesforce Ventures; for enterprise applications. Solutions Salesforce1 Fund; Aspect Ventures, L.P.

Late BlueRun Ventures; UPS Strategic Enterprise Fund; Thomv est Prov ides online small business loans, selling primarily 10/14/2015 eCommerce $135 $243 Stage Ventures, Inc.; Scotiabank Priv ate Equity Inv estments through eBay, Amazon, Yahoo, Shopify, and Etsy.

AdTech & Battery Ventures; Benchmark Capital; Index Ventures; Bain Operates a website optimization platform that prov ides 09/30/2015 Marketing C $75 $146 Capital Ventures; Tenaya Capital; Correlation Ventures; A/B testing, multiv ariate testing, and Website Solutions Andreessen Horowitz LLC; Citi Ventures, Inc. personalization.

Data & Summerhill Venture Partners; Export Dev elopment Canada; Prov ides a content marketing and liv e publishing SaaS 09/23/2015 Information D $35 $58 Georgian Partners; Northleaf Capital Partners; Rogers Ventures platform that helps businesses grow using big data. Serv ices Partners Note: Financial information presented above represents reported capital raised only. PAGE | 11 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

PUBLIC IDM VALUATION MULTIPLES BY SECTOR

STOCK PERFORMANCE (1- & 3-YEAR) REVENUE MULTIPLE ANALYSIS 4Q 2015 VS. 4Q 2014

15.2x 40.4% Bellweathers 4Q 2014 4Q 2015 144.7%

(13.4%) Search Portals 73.3% 9.9x

( 12.3%) Marketing Tech ( 36.2%)

6.4x 6.2x ( 3.5%) 5.8x 6.1x Local Online 5.5x 5.2x 130.5% 4.7x 4.4x 3.9x 3.1x (3.3%) 2.8x Data Networks 2.5x 2.5x 2.3x 2.2x 2.4x 2.1x 2.2x 78.4% 1.9x 2.0x 2.0x 1.8x 1.8x 1.3x

1.5% Community Info 39.4% Bellweathers Search Marketing Local Data Community Marketplace Travel Promotional Vertical Digital Media Social Media Gaming Portals Tech Online Networks Info eCommerce (13.7%) Marketplace 42.2% EBITDA MULTIPLE ANALYSIS 4Q 2015 VS. 4Q 2014 13.0% Travel 102.8%

( 61.6%) 4Q 2014 4Q 2015 Promotional ( 36.8%)

0.3% Vertical eCommerce 51.8%

( 9.8%) 40.8x Digital Media 36.8x 45.4% 34.7x 30.3x 26.8x27.6x N/A 20.4% 25.1x Social Media 22.6x 96.0% 20.0x 21.1x 21.4x 23.1x 19.3x 17.7x 16.6x 18.1x 16.0x 15.5x 16.7x 15.1x 11.4x 28.4% 10.1x Gaming 8.6x 105.5% 4.1x 0.0x

1-Year Performance 3-Year Performance Bellweathers Search Marketing Local Data Community Marketplace Travel Promotional Vertical Digital Media Social Media Gaming Portals Tech Online Networks Info eCommerce

PAGE | 12 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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 43% 66% 13% 80% 24% -

Search Portals 6.1x 16% 21% 29% - 88% -

Bellweathers 5.8x 18% 22% 21% 71% 85% 88%

Travel 5.2x 12% (8%) 11% 92% 22% -

Community Info 3.9x 13% 20% 25% 7% 17% 85%

Marketplace 3.1x 19% 7% 22% 64% - 72%

Marketing Tech 2.5x 40% (3%) 17% 22% - -

Local Online 2.3x 0% 18% 12% 65% - 90%

Gaming 2.2x 0% (14%) ` 22% 57% 45% 58%

Digital Media 2.1x 9% (12%) 13% 51% - 71%

Data Networks 1.9x 10% 16% 15% 41% 40% 6%

Vertical eCommerce 1.8x 4% 13% 9% 78% - 81%

Promotional 1.3x (4%) 4% 11% 50% - -

PAGE | 13 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

SUMMARY OF TECHNOLOGY IPOS

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

$0 - 50M $50 - 100M $100 - 250M $250M + . Overall, 2015 was a down year for technology IPOs, and technology 18 companies’ share of U.S. IPOs fell to a 16 seven-year low. 15 . Over the past year, the majority of 13 13 technology IPOs consisted of larger 12 11 11 companies as evidenced by nearly 50% of technology IPOs receiving $1 billion+ 9 9 valuations at offering. 8 7 7 . Revenue growth remains a core focus for 6 5 IPO investors and 39% of technology companies generated 75%+ LTM revenue 3 growth leading up to their IPOs.

1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15

2012 Total: 37 2013 Total: 48 2014 Total: 47 2015 Total: 31

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

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

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

13% 10% 29% 26% 39% 23% 45% 26%

32% 23% 35%

PAGE | 14 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

KEY PERFORMANCE METRICS FOR RECENT IDM IPOS

500.0% 402.7%

400.0%

300.0% Growth

200.0% 151.0% 66.5% 145.9% 100.6% 130.6% 107.0% 101.7% 68.0% 58.1% 61.1% 53.9% 53.3% 100.0% 49.7% 47.3% 23.5% 17.5% % % Revenue 12.5%

0.0%

(100.0%)

125.2% 125.0%

98.3% 100.0% 94.3% 88.9%

75.0% 64.2% 53.0% 51.8% 50.0% 45.4% 32.0% 33.1%

25.0% 19.5% 17.5% 14.7% 14.7% 12.9% 9.7% 8.7% 7.4% 9.9% 3.3% 0.0% (1.2%) (1.2%) (6.9%) (11.0%) (25.0%) (23.2%)

(29.7%) (26.3%) Stock Performance (50.0%) (41.6%) (48.4%) (57.9%) (57.4%) (57.0%) (75.0%)

(85.1%) (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 10/8/14 12/10/14 3/5/15 3/19/15 4/15/15 5/20/15 7/1/15 11/18/15 11/18/15

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 £2.4 $16.0 $17.0 $26.0 $9.0 $12.0

OFFERING SIZE ($M) $1,820.0 $91.0 $168.0 $100.1 $101.6 $43.8 $91.7 $21,767.2 $319.0 $125.0 $870.0 $74.8 £1,386.5 $266.7 $130.9 $192.5 $243.0 $400.0

OFFER TO CURRENT (11.0%) (57.9%) (57.4%) (57.0%) 9.7% 94.3% 8.7% 19.5% 64.2% 125.2% (26.3%) (85.1%) 88.9% (48.4%) 51.8% (6.9%) 45.4% 12.9%

PAGE | 15 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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 . In 2015, middle market LBO loan multiples FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA Institutional Pro Rata remained strong and 5.6x near all time highs. 5.3x 5.3x $2.0B $2.0B 4.9x 4.8x 4.8x 4.7x 4.7x $1.9B . After a robust 2Q and 4.5x 4.5x $1.8B 3Q 2015, middle 4.3x 4.2x 4.3x 4.1x 4.0x $1.6B market LBO loan 3.8x 3.8x $1.5B volumes and values in 3.4x 3.3x 4Q decreased to $410 $1.2B million, the lowest level $1.2B since 2010. $1.0B $1.0B $0.9B

$0.7B $0.6B $0.6B

$0.4B

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

Percentage of Total Purchase Price . Technology 2015 New-Issue LBO Loan Volume: $5.5 billion companies were the 66.3% largest recipients of Technology 29.3% LBO loans in 2015, 63.4% indicating the Services & Leasing 23.1% 62.6% continued credit 60.3% interest in the software 60.0% sector. Healthcare 13.2% 60.0% 58.0% Lenders, however, Manufacturing & 56.6% . 7.6% demanded slightly Machinery higher equity Retail contributions to 4.8% 54.5% finance LBOs as evidenced by the Textile & Apparel 4.7% median debt as a 50.0% percentage of total Other purchase price 17.4% declining to 58.0% in 2015. 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

PAGE | 16 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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 INFRASTRUCTURE DIGITAL HEALTHCARE ENERGY HEALTHCARE EDUCATION SOFTWARE MANAGEMENT SOFTWARE ANALYTICS SOFTWARE MEDIA TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY

has received a has received a minority has been acquired by has been acquired by has been acquired by has been acquired by has merged with has been acquired by significant equity has been acquired by has been acquired by equity investment from investment from GFI Energy Group a division of

HEALTHCARE REAL ESTATE LEGAL MARKETING DIGITAL ERP / BUSINESS ERP / BUSINESS HEALTHCARE ENERGY IT TECHNOLOGY SOFTWARE TECHNOLOGY ANALYTICS MEDIA MANAGEMENT MANAGEMENT TECHNOLOGY TECHNOLOGY SERVICES

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

FINANCIAL HEALTHCARE HEALTHCARE ENERGY INFRASTRUCTURE INFRASTRUCTURE SUPPLY CHAIN HEALTHCARE SUPPLY CHAIN HEALTHCARE TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY SOFTWARE SOFTWARE SOFTWARE TECHNOLOGY SOFTWARE TECHNOLOGY

has been recapitalized 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 by

MANAGED HEALTHCARE HEALTHCARE FINANCIAL HEALTHCARE NON-PROFIT NON-PROFIT INFRASTRUCTURE APPLICATION HEALTHCARE SERVICES TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY SOFTWARE SOFTWARE SOFTWARE SOFTWARE TECHNOLOGY

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

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

PAGE | 17 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY UNIVERSE

Internet Bellweathers Alphabet Amazon.com Facebook Yahoo!

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

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

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

Proprietary Data Networks Alliance Data Acxiom comScore Neustar YouGov Plc

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

Services Community Based Information Serv ices

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

Marketplace Amazon.com Alibaba Group JD.com eBay Liberty Interactiv e Rakuten 58.com Mercadolibre LendingClub Wayfair

Marketplace (cont'd) Shopify Cnov a N.V. Ov erstock.com

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

Quotient Flash Sales / Promotional / Coupons Groupon RetailMeNot

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

Vertical eCommerce (cont'd) eHealth

Digital Media & Online Content IAC Youku Tudou SINA Corporation Pandora Media .com WebMD Health XO Group Blucora TechTarget

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

Social Media Facebook LinkedIn Twitter Weibo Match Group Momo Spark

Gaming Take-Two Gaming Activ ision Blizzard NetEase Electronic Arts Nintendo King Digital Ubisoft Zynga Gree iDreamSky

Interactiv e Media / Content / / Content / Media Gaming (cont'd) GameLoft Glu Mobile

PAGE | 18 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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 BELLWEATHERS Internet Alphabet Inc. GOOGL $466,033 $528,448 97.4% 46.6% 120.0% 13.6% 13.7% 32.6% 6.2x 5.4x 17.8x 32.3x Bellweathers Amazon.com, Inc. AMZN 320,991 316,832 97.0% 117.8% 169.4% 20.2% 21.4% 7.4% 3.0x 2.5x 52.3x NM Advertising Facebook, Inc. FB 280,270 295,978 94.6% 34.1% 293.2% 43.8% 43.0% 46.0% 15.6x 11.7x 34.9x NM Networks / Yahoo! Inc. YHOO 26,778 31,409 65.5% (34.2%) 67.1% 7.6% (8.3%) 9.6% 5.4x 6.9x 20.3x NM Search Portals Median $300,630 $306,405 95.8% 40.4% 144.7% 16.9% 17.6% 21.1% 5.8x 6.2x 27.6x 32.3x Marketing Technology ADVERTISING NETWORKS / SEARCH PORTALS

Alphabet Inc. GOOGL $466,033 $528,448 97.4% 46.6% 120.0% 13.6% 13.7% 32.6% 6.2x 5.4x 17.8x 32.3x Local Online Advertising Baidu, Inc. BIDU 60,751 65,337 80.6% (17.1%) 88.5% 38.6% 31.1% 26.0% 6.6x 4.6x 22.2x 34.1x Yahoo! Inc. YHOO 26,778 31,409 65.5% (34.2%) 67.1% 7.6% (8.3%) 9.6% 5.4x 6.9x 20.3x NM Proprietary Data Yahoo Japan Corporation TSE:4689 19,632 23,395 NA 13.2% 27.6% 36.6% 51.7% 47.4% 4.2x 3.5x NM 15.1x Networks Nav er Corporation KOSE:A035420 15,439 16,477 NA (14.3%) 79.4% 17.9% 17.2% 27.7% 5.9x 5.0x 20.0x 37.5x Yandex N.V. YNDX 4,831 5,013 73.6% (12.5%) (27.0%) 17.0% 15.7% 30.7% 6.8x 5.5x 18.0x 22.9x Community Median $23,205 $27,402 69.5% (13.4%) 73.3% 17.4% 16.4% 29.2% 6.1x 5.2x 20.0x 32.3x Based Info Services

MARKETING TECHNOLOGY Marketplace

Adobe Systems Incorporated ADBE $44,776 $46,857 97.4% 29.2% 149.3% 15.6% 19.7% 25.9% 9.3x 7.8x 41.5x NM Criteo SA CRTO 2,167 2,465 69.1% (2.0%) NA 64.2% 56.3% 8.5% 1.9x 3.2x 27.8x 59.7x Travel HubSpot, Inc. HUBS 1,816 1,920 93.7% 67.5% NA 56.6% 54.6% NM 11.1x 7.6x NM NM Marketo, Inc. MKTO 1,137 1,243 80.6% (12.3%) NA 42.8% 39.9% NM 5.9x 4.1x NM NM Flash Sales / The Rubicon Project, Inc. RUBI 650 730 79.9% 1.9% NA 75.9% 95.9% NM 3.3x 1.9x NM NM Promotional / TubeMogul, Inc. TUBE 394 477 57.9% (39.7%) NA 58.0% 52.7% NM 2.5x 1.8x NM NM Coupons Bazaarv oice, Inc. BV 300 353 46.6% (45.5%) (53.2%) 9.3% 3.9% NM 1.5x 1.4x NM NM QuinStreet, Inc. QNST 148 193 62.8% (29.3%) (36.2%) 3.8% 9.5% NM 0.5x 0.5x NM NM Vertical eCommerce Rocket Fuel Inc. FUEL 151 150 20.7% (78.3%) NA 34.1% 11.8% NM 0.3x 0.3x NM NM Median $650 $730 69.1% (12.3%) (36.2%) 42.8% 39.9% 17.2% 2.5x 1.9x 34.7x 59.7x Digital Media & Online Content LOCAL ONLINE ADVERTISING

GoDaddy Inc. GDDY $3,083 $2,100 90.7% NA NA 17.6% NA 6.7% 2.0x 1.7x NM NM Social Media Endurance International Group Holdings, Inc.EIGI 2,568 1,497 42.0% (40.7%) NA 21.2% NA 25.8% 3.6x 3.1x 11.2x NM Web.com Group, Inc. WWWW 1,448 1,018 #DIV/0! NA NA (0.2%) (2.2%) 19.3% 2.7x 2.5x 8.9x NM Wix.com Ltd. WIX 803 903 79.5% 8.3% NA 50.3% 42.7% NM 4.3x 3.0x NM NM Gaming Tucows Inc. TCX 221 226 65.5% 8.7% 266.3% 17.4% 18.0% 11.7% 1.3x 1.1x 15.1x 22.3x Marchex, Inc. MCHX 55 164 73.1% (15.3%) (5.4%) (18.5%) (19.4%) 4.5% 0.4x 0.4x 3.4x 6.3x Median $1,125 $960 #DIV/0! (3.5%) 130.5% 17.5% NA 11.7% 2.3x 2.1x 10.1x 14.3x

PAGE | 19 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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

PROPRIETARY DATA NETWORKS Internet Bellweathers Alliance Data Systems Corporation ADS $31,463 $16,909 88.6% (3.3%) 91.1% 21.4% 10.9% 24.8% 9.1x 4.3x 19.8x 28.5x Acxiom Corporation ACXM 1,657 1,629 89.3% 3.2% 19.8% 11.3% (18.9%) 15.2% 1.6x 1.9x 8.0x NM Advertising comScore, Inc. SCOR 1,493 1,604 63.3% (11.4%) 198.6% 14.5% 12.4% 6.4% 4.1x 3.5x 20.4x NM Networks / NeuStar, Inc. NSR 1,710 1,284 73.4% (13.8%) (42.8%) 7.7% 8.5% 39.9% 1.7x 1.4x 3.8x 6.8x Search Portals YouGov plc AIM:YOU 209 224 93.3% 9.7% 78.4% 13.0% 9.6% 8.6% 1.9x 1.7x 16.7x 44.1x Marketing Median $1,657 $1,604 88.6% (3.3%) 78.4% 13.0% 9.6% 15.2% 1.9x 1.9x 16.7x 28.5x Technology

COMMUNITY BASED INFORMATION SERVICES Local Online Advertising CoStar Group Inc. CSGP $6,710 $6,715 92.5% 12.6% 131.3% 26.0% 23.4% 11.7% 9.9x 8.0x 36.0x NM Auto Trader Group plc Auto 7,217 6,555 97.6% NA NA NA 8.4% 56.6% 18.8x 17.0x NM NM Proprietary Data Rightmov e plc LSE:RMV 5,751 5,768 98.7% 73.6% 160.6% 17.4% 13.1% 72.7% 22.2x 18.9x 33.2x 35.6x Networks Zillow Group, Inc. ZG 4,303 4,610 58.6% (26.2%) 181.5% 94.5% 100.6% NM 7.6x 5.4x NM NM Autohome Inc. ATHM 3,335 3,886 61.7% (4.0%) NA 75.4% 51.7% 38.7% 7.0x 4.8x 23.4x 26.0x Community Moneysupermarket.com Group PLC LSE:MONY 2,929 2,963 98.7% 48.5% 112.1% 14.4% 12.6% 37.5% 7.6x 6.9x 21.9x 30.4x Based Info Services Yelp Inc. YELP 1,798 2,167 49.9% (47.4%) 52.8% 49.5% 45.2% 3.2% 3.6x 2.6x 25.6x NM 51job Inc. JOBS 1,159 1,731 77.3% (17.8%) 26.0% 11.3% 9.9% 30.1% 3.9x 3.3x 12.5x 19.7x Marketplace Bankrate, Inc. RATE 1,475 1,322 84.2% 7.0% 6.8% 4.1% NA 20.4% 2.7x 3.3x 10.3x NM Angie's List, Inc. ANGI 548 547 83.1% 50.1% (22.0%) 12.7% 9.7% 5.9% 1.6x 1.5x 437.2x 48.1x Monster Worldwide, Inc. MWW 680 523 69.6% 24.0% 2.0% (2.9%) (11.2%) 13.1% 0.9x 1.0x 6.9x NM Travel DHI Group, Inc. DHX 551 483 87.5% (8.4%) (0.1%) 3.6% (2.8%) 25.4% 2.1x 2.1x 6.5x 20.3x Care.com, Inc. CRCM 171 230 84.2% (13.5%) NA 35.5% 27.1% NM 1.2x 1.1x NM NM Flash Sales / Median $1,798 $2,167 84.2% 1.5% 39.4% 14.4% 12.6% 25.4% 3.9x 3.3x 22.6x 28.2x Promotional / Coupons

MARKETPLACE Vertical Amazon.com, Inc. AMZN $320,991 $316,832 97.0% 117.8% 169.4% 20.2% 21.4% 7.4% 3.0x 2.5x 52.3x NM eCommerce Alibaba Group Holding Limited BABA 200,839 204,185 77.2% (21.8%) NA 33.3% 24.0% 34.1% 14.0x 10.6x 32.6x 19.2x JD.com, Inc. JD 41,294 44,139 84.9% 39.4% NA 60.7% 53.7% NM 1.7x 1.1x NM NM Digital Media & Online Content eBay Inc. EBAY 35,132 32,994 41.2% (51.0%) (46.1%) (2.3%) 1.5% 34.3% 4.1x 3.9x 6.2x 19.1x Liberty Interactiv e Corporation QVCA 21,944 17,445 86.4% (7.1%) 38.8% (5.5%) (8.8%) 17.7% 2.2x 2.1x 11.4x 20.9x Rakuten, Inc. TSE:4755 17,657 16,624 NA (16.9%) 49.8% 20.2% 18.5% 22.4% 3.1x 2.6x 16.0x 28.1x Social Media 58.com Inc. WUBA 9,125 9,324 78.8% 58.7% NA 134.6% 166.7% NM 16.9x 7.5x NM NM Mercadolibre, Inc. MELI 5,005 5,049 74.5% (10.4%) 45.6% 19.4% 15.3% 29.8% 7.9x 7.1x 26.8x 50.0x LendingClub Corporation LC 7,692 4,175 42.9% (56.3%) NA 105.4% 100.1% NM 21.5x 10.8x 381.0x NM Gaming Wayfair Inc. W 3,681 4,006 83.8% 139.9% NA 59.1% 65.7% NM 1.9x 1.2x NM NM Shopify Inc. SHOP 1,784 1,971 61.2% NA NA NA NA NM 10.5x 6.4x NM NM Cnov a N.V. CNV 1,158 1,064 28.0% (69.5%) NA 10.6% 1.5% NM 0.3x 0.3x NM NM Ov erstock.com Inc. OSTK 228 310 47.4% (49.4%) (14.2%) 15.7% NA 1.2% 0.1x NM 6.5x NM Median $9,125 $9,324 74.5% (13.7%) 42.2% 20.2% 18.5% 22.4% 3.1x 3.3x 21.4x 20.9x

PAGE | 20 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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

TRAVEL Internet The Priceline Group Inc. PCLN $65,863 $63,472 86.3% 11.8% 105.5% 11.3% 8.8% 37.9% 7.3x 6.2x 19.3x 25.4x Bellweathers Ctrip.com International Ltd. CTRP 21,261 20,074 80.8% 103.6% 308.9% 44.6% 42.8% 2.0% 14.4x 8.7x NM 57.8x Advertising Expedia Inc. EXPE 20,237 18,620 88.5% 45.6% 102.3% 13.9% 15.6% 11.1% 3.2x 2.4x 19.3x 22.1x Networks / TripAdv isor Inc. TRIP 11,894 12,292 90.7% 14.2% 103.4% 25.6% 18.9% 24.9% 8.1x 7.0x 25.8x 53.2x Search Portals MakeMyTrip Limited MMYT 614 720 60.9% (34.0%) 37.9% 5.1% 4.2% NM 2.0x 4.0x NM NM Trav elzoo Inc. TZOO 94 123 58.6% (33.7%) (55.9%) (15.1%) (2.7%) 7.7% 0.7x 0.7x 5.2x 9.0x Marketing Technology Median $16,066 $15,456 83.6% 13.0% 102.8% 12.6% 12.2% 11.1% 5.2x 5.1x 19.3x 25.4x

Local Online FLASH SALES / PROMOTIONAL / COUPONS Advertising Groupon, Inc. GRPN $1,179 $1,886 36.7% (62.8%) (36.8%) 10.5% (4.4%) 2.7% 0.4x 0.4x 4.6x 24.8x Quotient Technology Inc. QUOT 420 610 34.1% (61.6%) NA 6.3% 2.7% NM 1.8x 1.7x NM NM Proprietary Data Networks RetailMeNot, Inc. SALE 324 520 45.8% (32.1%) NA (0.9%) (8.7%) 19.8% 1.3x 1.3x 3.5x 30.9x

Median $420 $610 36.7% (61.6%) (36.8%) 6.3% (4.4%) 11.2% 1.3x 1.3x 4.1x 27.8x Community Based Info Services Vertical eCommerce Cimpress N.V. CMPR $3,324 $2,548 85.8% 8.4% 146.9% 13.9% 12.8% 13.1% 2.1x 1.9x 16.0x 34.8x Marketplace GrubHub Inc. GRUB 1,760 2,055 50.5% (33.4%) NA 46.0% 42.4% 25.9% 5.3x 3.9x 23.5x 54.7x Stamps.com Inc. STMP 1,722 1,820 95.9% 128.4% 335.0% 34.9% 37.9% 25.3% 9.3x 5.9x 39.9x NM Shutterfly, Inc. SFLY 1,815 1,566 90.8% 6.9% 49.2% 17.2% 14.6% 9.3% 1.8x 1.5x 10.8x NM Travel Shutterstock, Inc. SSTK 885 1,167 43.5% (53.2%) 24.4% 31.4% 30.0% 12.4% 2.2x 1.7x 13.5x 59.2x Etsy, Inc. ETSY 650 926 23.1% NA NA 45.4% NA 2.4% 2.6x 1.9x NM NM Flash Sales / Promotional / Chegg, Inc. CHGG 491 593 76.0% (2.6%) NA 6.8% 0.1% 6.5% 1.5x 1.7x NM NM Coupons 1-800-Flowers.com Inc. FLWS 728 472 54.1% (11.7%) 98.4% 13.3% 4.1% 7.1% 0.6x 0.6x 6.8x 13.2x Blue Nile Inc. NILE 395 428 95.2% 3.1% (3.5%) 5.5% 4.3% 3.5% 0.8x 0.8x 17.7x 41.5x Vertical PetMed Express, Inc. PETS 288 345 93.1% 19.3% 54.4% 0.5% 0.1% 14.1% 1.3x 1.3x 10.0x 17.2x eCommerce eHealth, Inc. EHTH 119 181 39.4% (60.0%) (63.7%) (2.4%) 0.8% 2.7% 0.7x 0.6x 50.3x NM Median $728 $926 76.0% 0.3% 51.8% 13.9% 4.3% 9.3% 1.8x 1.7x 16.0x 38.1x Digital Media & Online Content

Social Media

Gaming

PAGE | 21 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015

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

DIGITAL MEDIA & ONLINE CONTENT Internet Tencent Holdings Limited SEHK:700 $180,833 $183,169 89.2% 35.6% 206.2% 24.7% 27.1% 41.5% 12.7x 9.3x 35.4x 42.3x Bellweathers IAC IACI 5,536 5,331 #DIV/0! NA NA 3.9% 2.4% 12.3% 1.7x 1.7x 10.4x 44.6x Advertising Youku Tudou Inc. YOKU 4,397 5,315 86.1% 52.3% 48.7% 51.6% 54.8% 7.6% 4.9x 3.1x NM NM Networks / SINA Corporation SINA 2,659 3,436 80.7% 32.1% (1.6%) 10.8% 13.1% 4.7% 3.2x 2.6x NM 48.5x Search Portals Pandora Media, Inc. P 2,498 2,862 59.3% (24.8%) 46.1% 26.0% 28.2% NM 2.3x 1.8x NM NM Sohu.com Inc. SOHU 1,670 2,210 79.7% 7.5% 20.8% 15.8% (2.9%) 19.4% 1.0x 0.8x NM NM Marketing Technology WebMD Health Corp. WBMD 1,972 1,781 96.8% 22.1% 236.8% 7.6% 9.3% 21.2% 3.2x 2.9x 12.6x 33.7x XO Group Inc. XOXO 335 422 87.4% (11.8%) 72.7% 1.0% (2.8%) 13.0% 2.4x 2.2x 17.0x NM Local Online Blucora, Inc. BCOR 327 402 58.8% (29.2%) (37.6%) (23.9%) (19.7%) 13.3% 0.7x 0.5x 3.3x NM Advertising TechTarget, Inc. TTGT 239 259 63.6% (29.4%) 44.7% 13.9% 6.2% 15.0% 2.1x 1.9x 12.3x 37.5x Townsquare Media, Inc. TSQ 785 214 83.3% (9.4%) NA 18.5% 13.0% 22.9% 1.9x 1.5x 8.0x 8.3x Proprietary Data Ev eryday Health, Inc. EVDY 272 195 40.3% (59.2%) NA 22.4% 24.0% 9.3% 1.3x 1.0x 8.2x NM Networks Demand Media, Inc. DMD 72 110 79.8% (10.1%) (88.2%) (25.6%) (28.4%) NM 0.5x 0.5x NM NM Median $1,670 $1,781 #DIV/0! (9.8%) 45.4% 13.9% 9.3% 13.3% 2.1x 1.8x 11.4x 39.9x Community Based Info Services SOCIAL MEDIA Facebook, Inc. FB $280,270 $295,978 94.6% 34.1% 293.2% 43.8% 43.0% 46.0% 15.6x 11.7x 34.9x NM Marketplace LinkedIn Corporation LNKD $27,557 $29,505 81.5% (2.0%) 96.0% 37.1% 34.6% 8.3% 9.9x 7.1x 48.0x NM Twitter, Inc. TWTR 13,916 15,803 43.3% (35.5%) NA 70.3% 57.9% NM 7.0x 4.5x NM NM Travel Weibo Corporation WB 3,684 4,030 94.2% 36.9% NA 44.5% 42.8% 9.5% 10.1x 5.8x NM NM Match Group, Inc. MTCH 3,274 3,364 84.8% NA NA 14.9% 22.3% 23.5% 3.2x 2.6x NM 27.9x Momo Inc. MOMO 2,122 2,567 80.5% 33.5% NA NA 197.2% 4.2% 18.8x 6.3x NM NM Flash Sales / Promotional / Spark Networks, Inc. LOV 84 99 75.5% 7.2% (50.6%) (20.0%) (19.6%) 17.4% 1.6x 1.6x 36.8x 26.9x Coupons Median $3,684 $4,030 81.5% 20.4% 96.0% 40.4% 42.8% 13.5% 9.9x 5.8x 36.8x 27.4x Vertical eCommerce GAMING

Activ ision Blizzard, Inc. ATVI $27,863 $28,304 96.9% 92.1% 264.5% 12.3% (2.3%) 32.8% 5.7x 5.4x 16.9x 25.9x Digital Media & Online Content NetEase, Inc. ntes 20,251 23,692 97.2% 82.8% 326.1% 72.1% 84.3% 34.3% 7.3x 4.1x 24.9x 25.8x Electronic Arts Inc. EA 19,206 21,359 89.3% 46.2% 373.3% (4.0%) 4.9% 22.0% 4.5x 4.0x 15.9x 32.8x Nintendo Co. Ltd. tse:7974 9,428 16,745 NA 32.5% 32.9% 3.3% 0.1% 8.3% 2.1x 2.1x NM 87.9x Social Media King Digital Entertainment plc KING 4,657 5,577 99.3% 16.4% NA (9.2%) (11.4%) 34.5% 2.2x 2.4x 5.2x 9.8x Ubisoft Entertainment SA ENXTPA:UBI 3,366 3,191 94.5% 57.8% 178.1% (0.9%) 0.8% NM 2.6x 1.6x NM NM Take-Two Interactiv e Software Inc. TTWO 2,371 2,948 94.2% 24.3% 216.4% (37.1%) (14.4%) NM 1.6x 1.4x NM NM Gaming Zynga, Inc. ZNGA 1,431 2,500 85.8% 0.8% 13.6% 14.4% 6.6% NM 1.9x 1.9x NM NM Gree, Inc. TSE:3632 520 1,121 NA (20.7%) (69.0%) (25.4%) (20.2%) 26.3% 0.7x 0.9x 2.0x NM iDreamSky Technology Limited DSKY 483 582 76.1% (21.6%) NA NA 64.4% 1.3% 2.3x 1.4x 14.3x 28.7x GameLoft S.E. ENXTPA:GFT 522 560 92.5% 62.8% (5.8%) 3.5% 12.7% 2.9% 2.0x 1.7x 34.7x NM Glu Mobile, Inc. GLUU 137 319 34.6% (37.7%) 6.6% 41.4% (2.7%) 5.3% 0.5x 0.5x 5.2x NM Median $2,869 $3,070 90.9% 28.4% 105.5% 1.6% 0.4% 22.0% 2.2x 1.8x 15.1x 27.3x

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