Mid-Year Ad Tech Market Update

July 2017

Table of Contents

I. Key Takeaways

II. Industry Update

III. Strategic Buyer Overview

IV. M&A Transaction Analysis

V. Private Placement Market Update

VI. Public Company Financial and Stock Price Analysis

VII. WCP Overview

I. Key Takeaways

3

▪ Digital Advertising Industry Growth Remains Strong:– The Ad Tech industry is experiencing sustained growth, especially due to

increased use of mobile devices

– Strongest sectors of growth include mobile app, video, programmatic (including header bidding and traditional TV), location-based, and cross-device campaigns

– Many companies are experiencing slower growth because Facebook and Google continue to capture most of the increased ad spending

▪ Major Ongoing Issues: Transparency, measurement, viewability, fraud, privacy and ad blocking

▪ Investment Activity Declining:– Public investors have pulled back significantly, resulting in lower valuations for

most publicly-traded Ad Tech companies. Despite the weak climate, The Trade Desk and Snap successfully completed IPOs

– Private and VC investors have also pulled back, resulting in generally smaller rounds and lower valuations, and forced exits for those unable to raise capital

Key Takeaways

4

▪ M&A Consolidation Continues:– The industry is in the midst of a consolidation due to over-investment in most

sectors and industry domination by certain large players

– M&A acquirors have generally become more selective: some sellers have found good exits, while others have not

– China became very active in M&A acquisitions in 2016, but has been much less active in 2017, due to government forces in both China and the U.S.

– Telecom companies have become more active, as have other groups, including traditional media, enterprise software companies, and PE firms

▪ Ad Tech/Mar Tech Converging: These industries continue to edge closer together, although slowly due to their different business models, corporate departments, and ecosystems

▪ Data: While data (including location) has become essential for targeting and ad performance, data businesses have become difficult to differentiate due to their proliferation, as well as limitations of attribution

Key Takeaways

II. Industry Update

6

▪ Continued Overall Growth in Digital Advertising

▪ Rapid Growth in Mobile Device Usage and Video Consumption

▪ Ad Tech/Mar Tech Converging

▪ Telecom Moving Aggressively into Ad Tech

▪ China Boosted M&A Growth in 2016

▪ Programmatic/Header Bidding Growing Rapidly

▪ Print and Traditional TV Spending Shifting to Digital

▪ Increased Availability and Use of Data (including Location)

Positive Trends

Challenges/Issues

• Transparency

• Measurement

• Latency

• Privacy/Tracking

• Viewability

• Fraud

• Fragmentation

• Ad Blocking

• Differentiation

• Walled Gardens (Google, Facebook, Twitter, Snap)

7

M&A Drivers

▪ Reduced Availability of Financing (VCs/IPOs)

▪ Increased Interest from New Acquiror Groups (e.g. Telcos, Traditional Media)

▪ Private Equity Pursuing Opportunities at Lower Valuations

▪ China Leading Cross-Border Transactions

▪ Online Video Disrupting Traditional Video (TV)

▪ Smaller Companies Seeking Scale to Achieve Operating Economies and

Reassure Larger Brands

▪ Interest in Broadening Value Proposition– Cross-Device and Location Data Capabilities– Closed Loop Attribution for Both Online and Offline Sales– Emerging Programmatic Technologies (e.g., Header Bidding)

▪ Larger Platforms Seeking to Extend Dominance

▪ Convergence of Mar Tech and Ad Tech

8

▪ Financing Trends▪ “Advertising Giants Leave Little Room for Ad Tech Startups, and VCs are Noticing” | TechCrunch

(6/13/2017)

▪ “Ad Tech is in for a Rough 2017: The Visible Measures Collapse is Just the Beginning” | Fortune (05/22/2017)

▪ “Is the Ad Tech Funding Crash a Big Deal?” | AdNews (01/11/2017)

▪ “Google and Facebook Push Ad Tech Investing to a 5-year Low” | BizJournals (01/3/2017)

▪ Recent Placements▪ “Ad Tech Company MediaMath Secures $175M Credit Facility” | TechCrunch (06/06/2017)

▪ “Ad Tech Startup Unlockd Raises $30.7M as Asian Expansion Plans Take Shape” | Financial Review (05/24/2017)

▪ “Ad Tech Startup Chymera VR Raises Funds from Anupam Mittal, Others” | VCCircle (05/10/2017)

▪ “Centerfield Secures Financing and Acquires Qology Direct” | PR Newswire (01/31/2017)

▪ “Israeli Ad Tech Startup Raises $56M to Grab Asia’s Mobile Marketing Opportunity” | TechInAsia(01/17/2017)

Financing Market Update

9

▪ M&A Trends▪ “Q1 2017 Saw a Record Number of Ad and Mar Tech M&A Deals” | MobileMarketing (04/24/2017)

▪ “What Is Happening To Ad and Marketing Tech M&A in 6 Charts” | BDO Global (03/24/2017)

▪ “The 17 biggest Ad Tech Exits of 2016” | Business Insider (12/30/2016)

▪ “M&A 2016: The Year Ad Tech Cautiously Rose Again” | AdExchanger (12/30/2016)

▪ M&A Transactions▪ “Snap Said to Acquire Placed for $125M to Track Ad Effects” | Bloomberg (06/05/2017)

▪ “Telco Altice to Acquire Video Ad Tech Player Teads for $308M” | TechCrunch (05/21/2017)

▪ “Oracle Acquires Ad Measurement Company Moat” | TechCrunch (04/18/2017)

▪ “Singtel’s Digital Ad Division Amobee Acquires Turn for $310M” | TechCrunch (02/22/17)

▪ “Spearhead Acquires Smaato for $148M” | PE Hub (12/22/2016)

M&A Market Update

10

▪ “Adobe Launching an Advertising Cloud to Better Compete in the Ad Tech World” | ADWeek (05/21/2017)

▪ “Facebook's New Tool Lets Publishers Use Data to Sell Video Ads” | ADAge (05/23/2017)

▪ “How Facebook Uses AI to Penalize Ad-Heavy Websites in its News Feed” | Marketing Land (05/10/2017)

▪ “Google Secretly Monitoring your Real-World Purchases, Too” | Vanity Fair (05/24/2017)

▪ “Google Has All the Data it Needs, Will Stop Scanning Gmail Inboxes” | TechCrunch (06/23/2017)

▪ “Twitter TV? Twitter Makes the Case for Live at its Inaugural NewFronts” | AdExchanger (05/02/17)

▪ “Twitter’s Got Ad Tech Ambitions but Current Challenges” | TechCrunch (02/13/2017)

▪ “Ad Tech Giant Criteo sees a Big Opportunity in Twitter’s TellApart Shutdown” | Yahoo Finance (05/03/2017)

▪ “Criteo CEO Eric Eichmann’s Two Big Predictions for Ad Tech in 2017” | Business Insider (05/22/2017)

▪ “Yahoo-AOL Will Be Platform to Test Over-the-Top Video Service” | Variety (05/22/2017)

▪ “Rakuten Marketing Enhances Affiliate Technology Suite”| PR Newswire(06/21/2017)

Major Players Update

11

▪ Ad Blocking: “Why is Google Building an Ad Blocker?” | Vox (06/05/2017)

▪ Ad Fraud: “Ad Fraud Will Actually Go Down in 2017” | AdExchanger (05/27/2017)

▪ Ad Tech/Mar Tech Convergence: “Ad Tech and Mar Tech: The New Dynamic Duo” | CMO (04/11/17)

▪ Ad Tech Trends: “10 Ad Tech Trends to Watch in 2017” | Sortable (02/09/17)

▪ Ads On Lockscreens: “Nokia 6 comes to the US for less. Thanks, Amazon Prime! ” | Cnet (06/27/2017)

▪ China M&A Activity: “China's $246 Billion Foreign Buying Spree is Unraveling” | Bloomberg (05/10/2017)

▪ Facebook/Google Duopoly: “Facebook and Google Dominate the Digital Ad Industry” | Silicon Valley Watcher (06/01/17)

▪ Header Bidding: “Google’s Header Bidding Killer Won’t Kill Header Bidding” | AdExchanger (06/08/17)

▪ Measurement: “Oracle Acquires Ad Measurement Company Moat” | TechCrunch (04/18/2017)

▪ Privacy: “EU Privacy Laws Challenge Ad Tech Companies” | MediaPost (02/09/2017)

▪ Programmatic: “The Fifth Wave in Ad Tech: The Privileged Programmatic” | AdExchanger (03/10/17)

▪ Telecom Moving into Ad Tech: “For Telecoms, the Ad Tech Opportunity is Massive” | eMarketer (01/18/17)

▪ Transparency: “Ad Tech Transparency and Market Manipulation” | AdExchanger (05/01/2017)

Industry Update

12

13

KPCB/Mary Meeker Report Highlights

▪ Consumers Continue to Spend More Time on Digital Devices▪ Total increased from 5.4 to 5.6 hours per day (4%)▪ Mobile device usage increased from 2.8 to 3.1 hours per day (11%)

▪ Advertisers Shifting More Ad Spend to Digital and Mobile▪ Total U.S. digital ad spending increased 22%

– Mobile increased ~75% while desktop declined ~7% ▪ Mobile spending exceeded desktop advertising in 2016 for the first time▪ Shift to mobile expected to continue as consumers spend more time on mobile ($16B

opportunity)▪ Global Internet Ad Spend in 2017 expected to exceed Global TV Ad Spend for the first

time ($205B vs. $195B)

▪ Ad Blockers Used by 18% of U.S. Desktop Users vs. Only 1% of Mobile Users

▪ Ads Becoming Storefronts; Content Becoming the Store▪ Facebook in-feed ads offer browsable products in a single ad unit▪ Ads offer simple click-to-purchase options rather than link to seller’s website

Source: http://www.kpcb.com/internet-trends

Representative M&A Activity

14

June 2016$148M

Beijng, China San Francisco, CA

December 2016$2.9B

March 2017$308M

San Francisco, CA

Singapore, Singapore

The Netherlands

February 2017$310M

April 2017$850M

Redwood City, CA New York, NY

Sterling, VA

New York, NY

Redwood City, CA

China, Programmatic

Private Equity, Data

Telecom

Telecom

Ad Verification

August 2016$113.7M

July 2016$4.5B

San Jose, CA Emeryville, CA

Basking Ridge, NJ Santa Clara, CA

San Francisco, CA Austin, TX

November 2016$500M

July 2016$600M

Beijing, China Oslow, Norway

Private Equity

Telecom

Video

China

June 2017$200M

Los Angeles, CA New York, NY

Attribution

III. Strategic Buyer Overview

Expanding Pool of Strategic Players

16

Media Ad Agencies Telecom Commerce

Consumer Internet Tech ServicesData Ad/Marketing Tech

Internet Portals Marketing Clouds Online Video

17

Strategic Buyer Overviews

Ad Agencies

Ad/Marketing Technology

Commerce

Note: Acquisitions during the past five years

Source: CapitalIQ

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$13,476 $7,732 $2,027 $4,204 127 Dentsu provides brand, media, and digital communication services to customers

4,443 2,597 924 754 30 Havas is a worldwide advertising, digital and communications provider

9,759 7,859 778 1,917 45 The Interpublic Group of Companies is a global advertising and marketing company

13,781 6,348 451 8,418 24 Nielsen is an information and measurement company

16,589 11,104 2,542 4,034 108 Publicis provides marketing, communication, and digital transformation services

26,679 18,687 2,930 8,529 210 WPP provides various communications services

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$0 $241 $100 $1 2 Marketo provides cloud-based engagement marketing software platform that enables organizations to engage

in engagement marketing globally51 93 33 3 2 Marin Software Incorporated operates a cross-channel advertising cloud platform in the United States and

internationally130 447 63 86 1 Rocket Fuel provides digital advertising solutions globally

257 255 149 0 3 Rubicon Project engages in automating the purchasing and selling of advertising

2,151 226 107 26 0 The Trade Desk operates a self-service cloud-based platform that enables advertising buyers to create, manage, and optimize data-driven digital advertising campaigns

158 158 31 1 1 YuMe provides digital video brand advertising solutions in the United States and internationally

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$466,471 $142,573 $15,440 $21,599 36 Amazon engages in the retail sale of consumer products and subscriptions

37,351 9,059 1,979 8,966 19 eBay operates commerce platforms that connect various buyers and sellers

92,240 11,014 2,434 8,285 12 Priceline provides online travel and restaurant reservation, and related services

16,443 7,243 4,588 7,468 50 Rakuten is an Internet service provider and E-commerce company

228,891 487,511 6,545 47,104 35 Walmart operates retail stores in various formats

18

Strategic Buyer Overviews

Data

Internet

Note: Acquisitions during the past five years

Source: CapitalIQ

Consumer InternetCompany Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions

$437,741 $30,288 $7,104 $0 41 Facebook provides various products to connect and share through mobile devices and personal computers

0 3,615 697 1,162 14 LinkedIn Corporation, together with its subsidiaries, operates an online professional network worldwide.

0 0 0 0 13 Pinterest, Inc. provides a visual discovery tool that helps users to discover ideas for various projects and interests on the Internet

21,092 515 1,427 15 8 Snapchat is a camera and social media company

12,809 2,483 1,192 1,718 38 Twitter operates as a global platform for public self-expression and conversation in real time

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$2,057 $880 $170 $229 4 Acxiom is an enterprise data, analytics, and software-as-a-service company

14,371 7,341 1,867 20,671 16 Alliance Data provides marketing and loyalty solutions

18,932 4,335 83 3,294 8 Experian provides data, analytics, and software solutions to businesses and organizations

1,860 1,216 47 732 6 NeuStar provides various real-time information services

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$641,790 $94,765 $18,132 $3,937 129 Google provides online advertising services

528,778 87,247 6,713 85,995 59 Microsoft develops, licenses, and supports software products, services, and devices

19

Strategic Buyer Overviews

Note: Acquisitions during the past five years

Source: CapitalIQ

Media

Marketing Clouds

Online Video

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$69,689 $6,526 $1,317 $1,888 12 Adobe is a diversified software and digital advertising company

144,805 79,390 10,096 42,786 60 IBM provides information technology (IT) products and services

207,661 37,728 21,784 57,909 42 Oracle develops, manufactures, markets, sells, hosts, and supports database and middleware software, application software, cloud infrastructure, hardware systems, and related services

61,744 8,863 2,025 2,535 30 Salesforce develops enterprise cloud computing solutions with a focus on customer relationship management

123,494 25,806 6,774 9,388 18 SAP operates as an enterprise application software and database company

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$0 $19,577 $1,566 $5,142 123 Bertelsmann operates as a media, services, and education company

165,423 55,539 3,800 21,653 16 Disney operates as an entertainment company

1,005 3,162 89 385 10 Gannett operates as a news and information company

0 0 0 0 29 The Hearst Corporation publishes daily and weekly newspapers and magazines.

8,006 8,285 1,850 376 47 NewsCorp focuses on creating and distributing content to consumers and businesses

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$64,689 $9,510 $1,078 $3,365 0 Netflix engages in the Internet delivery of television shows and movies on various Internet-connected screens

118 $174 28 1 1 Tremor Video provides online video advertising services for buyers and sellers of video advertisements

8,101 $3,082 1,397 1,577 30 Vimeo operates as a video sharing site

20

Strategic Buyer Overviews

Note: Acquisitions during the past five years

Source: CapitalIQ

Telecom

Tech ServicesCompany Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions

$76,006 $34,189 $3,382 $28 90 Accenture plc provides consulting, technology, and outsourcing services worldwide

2,850 3,399 740 3,284 7 Pitney Bowes offers customer information management, location intelligence, and customer engagement technology products and solutions in the United States and internationally

Company Market Cap ($M) Revenue ($M) Cash ($M) Debt ($M) Acquisitions # Business Descriptions$231,288 $162,616 $14,884 $136,904 50 AT&T provides telecommunications and digital entertainment services

184,359 82,076 4,022 61,785 41 Comcast operates as a media and technology company

46,143 12,140 388 8,126 11 Singtel provides integrated infocomms technology (ICT) solutions to enterprise customers

24,791 15,567 3,120 10,207 20 Telenor operates as a telecommunication company

39,183 20,192 912 13,207 34 Telstra provides telecommunications and information services to businesses, governments, communities, and individuals

$181,165 $123,623 4,307 116,842 32 Verizon provides communications, information, and entertainment products and services to consumers, businesses, and governmental agencies

IV. M&A Transaction Analysis

Selected Ad Tech M&A Transaction Values(1)

($ in Millions)

$850.0

$680.0

$310.0 $308.1

$200.0

$33.0 $26.4

$0.0

$100.0

$200.0

$300.0

$400.0

$500.0

$600.0

$700.0

$800.0

$900.0

2017 M&A Transactions

21Note: (1) Through June 30, 2017

Source: CapitalIQ

Selected Transaction Revenue Multiples

33.3x

17.0x

14.4x13.3x 13.1x

8.8x7.5x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

2016 – 2017 Transactions (2)EV/Rev Multiple

(1)

22

Notes:

(1) Enterprise Value divided by last 12 months revenue

(2) Through June 30, 2017

Source: CapitalIQ

24

$2.0

$8.0

$10.6

$15.4

223

428

411412

0

50

100

150

200

250

300

350

400

450

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

$18.0

2013 2014 2015 2016

M&A Total Value in $B # of Deals

($ in Billions) (# of M&As)

Ad Tech M&A

Source: Tracxn, 451 Research, CB Insights, CapitalIQ

Date Target AcquirorTransaction Value ($M)

EV/Rev Multiple Business Description

06/05/2017 Placed Snap $200.0 NA Placed provides location-driven insights and mobile advertising intelligence. It measures mobile device information, including location for market research purposes

05/10/2017 Dominion Web Solutions

Goldman Sachs; Eurazeo

680.0 NA Dominion Web Solutions operates an integrated platform of branded marketplaces and digital marketing solutions for the powersport, RV, commercial truck, and equipment industries

05/02/2017 Crisp Media Quotient Technology

33.0 1.5x Crisp Mobile offers mobile advertising technology solutions and services to brand advertisers, agencies, and publishers

04/27/2017 Sprooki Invigor Group 10.0 NA Sprooki provides a location-based mobile engagement platform for malls and retailers

04/18/2017 Moat Oracle 850.0 13.3 Moat is a SaaS-based search engine for display ads, enabling users to find and discover their favorite brands

04/05/2017 Glispa Market Tech 26.4 NA Glispa provides digital marketing and mobile advertising solutions

03/21/2017 Teads Altice 308.1 1.5 Teads operates a platform for social video advertising

03/09/2017 Visible Measures AcuityAds 10.0 NA Visible Measures provides content advertising technology that enables brands to compete for consumer engagement by maximizing their share of attention relative to media spend in video content advertising

03/02/2017 Headway Digital Entravision 47.0 NA Headway operates as a data-driven media and marketing company

02/22/2017 Turn Amobee 310.0 2.8 Turn develops and provides an advertising technology platform for marketers, brands, and agencies

02/07/2017 ClicksMob ExciteAd Digital Marketing

5.1 0.3 ClicksMob develops and operates a mobile performance platform. Its platform provides solutions for user acquisition and mobile performance marketing for publishers and advertisers

01/30/2017 Arrowhead Agency Big Rhino 5.1 NA Arrowhead Agency provides integrated advertising services to healthcare, automotive, and quick service restaurants

01/19/2017 Global Messaging Solutions

Link Mobility 12.1 NA Global Messaging Solutions provides digital marketing and certification services to companies for launching marketing campaigns via SMS, Email, voice, and fax

12/14/2016 NeuStar GIC Special Investments

2926.7 2.5 NeuStar provides various real-time information services worldwide. Its cloud-based platforms and data sets offer informative, real-time analytics, which enable clients to make actionable, data-driven decisions

11/09/2016 TubeMogul Adobe Systems 583.3 2.6 TubeMogul designs, develops, and markets software for digital branding. It offers a cloud-based platform that enables advertisers to plan, buy, measure, and optimize video advertising spend from a single platform

23Note: Through June 30, 2017

Source: CapitalIQ

Selected M&A Transactions

Date Target AcquirorTransaction Value ($M)

EV/Rev Multiple Business Description

10/06/2016 Art of Click Xurpas $45.0 4.0x Art Of Click provides mobile marketing solutions for operators, advertisement networks, advertisers (interactive agencies and brands), publishers, and application developers

10/04/2016 Hooklogic Criteo 250.0 NA HookLogic provides performance marketing services to manufacturers and hotels. It offers retail search exchange/native advertising, paid product listings integration, and closed-loop advertising solutions to ecommerce site owners

10/03/2016 Krux Digital salesforce.com 680.0 13.1 Krux Digital develops a cloud-based data management platform for marketers, media companies, publishers, and agencies

09/26/2016 GovDelivery Vista Equity Partners

153.0 NA GovDelivery operates a digital marketing platform for government organizations. The company’s GovDelivery platform connects governments with citizens in order to promote the usage of services and enhance public awareness

09/26/2016 AppLovin Orient Hontai Capital

1420.0 NA AppLovin develops and delivers a mobile advertisement platform. Its platform enables advertisers to target, grow, re-engage, and retain their existing mobile audience based on applications that are previously downloaded, and find new customers

09/22/2016 Cohort Holdings Australia

Pureprofile 28.3 1.4 Cohort Holdings Australia provides digital marketing solutions. The company’s services include lead generation, customer-base acceleration, audience monetization, and Email marketing

09/09/2016 Weibo Alibaba Group 135.0 17.0 Weibo operates as a social media platform for people to create, distribute, and discover Chinese-language content

09/01/2016 Income Access Group

Paysafe 30.6 NA Income Access Group is a technology and digital marketing agency that serves the gaming market, including traditional iGaming, social gaming, land-based casinos, and online trading

09/01/2016 Bloom Media (UK) Jaywing 10.9 NA Bloom Media (UK) operates as a digital agency

08/22/2016 Media.net Miteno 900.0 3.9 Media.net is a contextual advertising company that provides traffic monetization solutions to web publishers and advertisers

08/18/2016 Atypon Systems John Wiley & Sons 120.0 3.9 Atypon Systems provides software solutions for digital content delivery, discovery, and monetization to publishers

08/18/2016 Meme Video Somoto 13.0 1.4 Meme Video provides media and digital advertising products and services

08/17/2016 Townsquare Media Madison Square Garden

23.1 1.5 Townsquare Media operates as a media, entertainment, and digital marketing solutions company in small and mid-sized markets

08/04/2016 Acxiom Impact Zeta Interactive 22.0 0.4 Acxiom Impact provides data-driven, one-to-one email, and cross-channel marketing solutions for enterprise marketers globally

08/03/2016 Sizmek Vector Capital 113.7 0.4 Sizmek operates an online ad campaign management and distribution platform that provides online advertising services worldwide

24Source: CapitalIQ

Selected M&A Transactions

Date Target AcquirorTransaction Value ($M)

EV/Rev Multiple Business Description

08/03/2016 Antevenio Inversiones y Servicios

$12.6 0.9x Antevenio provides online advertising and direct marketing services

07/29/2016 Tianyi Read Besttone Holding 104.7 2.2 TianYi Read provides an online platform for content based publication and network literature

07/25/2016 Yahoo! (Operating Business)

Verizon Communications

4500.0 1.0 Yahoo! Operating Business comprises core Internet business

07/21/2016 TouchCommerce Nuance Communications

215.1 NA TouchCommerce provides pay-for-performance online conversion marketing solutions for online customers

07/21/2016 Olapic Monotype Imaging 130.0 14.4 Olapic operates a visual marketing platform that turns consumer-generated photos and videos into brand assets for use in marketing channels and e-commerce environments

07/18/2016 Opera Software Qihoo 360 600.0 NA Opera Software develops and sells Web browsers. It offers Opera browsers for computers, phones, and tablets, as well as mobile store and add-ons

07/01/2016 TRADER Thoma Bravo 1220.0 NA TRADER provides online media, automotive consumer marketplaces, and automotive-focused digital marketing solutions

06/27/2016 ReachLocal Gannett 156.0 0.4 ReachLocal provides a suite of online marketing and reporting solutions to small and medium-sized businesses

06/22/2016 The BIO Agency Tech Mahindra 66.2 3.6 The BIO Agency provides digital advertising services

06/15/2016 Shenzhen Weimengxiang

Xiamen Anne Corporation

10.7 5.0 Shenzhen Weimengxiang Network Technology offers social media and Internet marketing services

06/08/2016 Smaato Spearhead 147.8 NA Smaato operates a real-time advertising platform for mobile publishers, application developers, and advertisers

06/07/2016 Madhouse BlueFocus (Shanghai)

44.7 NA Madhouse provides mobile advertising platform and other services globally

05/31/2016 Marketo Vista Equity Partners

1795.1 7.5 Marketo provides a cloud-based engagement marketing software platform that enables organizations to engage in engagement marketing

05/09/2016 StickyADStv FreeWheel Media 100.0 NA StickyADStv develops and provides programmatic video platform for publishers and advertisers

05/03/2016 Livefyre Adobe Systems 45.0 3.8 Livefyre develops and operates a content marketing and engagement platform that helps companies to engage consumers through real-time conversation, social curation, content, and advertising solutions

25Source: CapitalIQ

Selected M&A Transactions

Date Target AcquirorTransaction Value ($M)

EV/Rev Multiple Business Description

04/14/2016 Crosswise Oracle Corporation $50.0 33.3x Crosswise provides machine-learning based cross-device mapping data

03/22/2016 Conversion Innovations

Propel Business Services

11.8 NA Conversion Innovations operates an online marketing platform that provides marketing tools and guidance to small business owners for managing their business

03/21/2016 smartclip Mediengruppe 52.8 NA smartclip develops online video marketing space to deliver multiscreen video advertising formats from publishers and content owners

03/15/2016 JUICE Mobile YP.com 26.2 1.4 JUICE Mobile provides mobile marketing solutions for agencies, brands, and publishers

03/14/2016 Hipcricket Upland Software 6.2 NA Hipcricket provides data driven mobile engagement and analytics solutions that enable brands, agencies, and media companies to drive customer engagement, loyalty, and sales

03/02/2016 Inneractive RNTS Media 72.0 1.7 Inneractive operates as a mobile ad exchange company

02/29/2016 NativeX Mobvista 25.0 NA NativeX develops a mobile advertising technology platform that helps application developers, advertisers, and publishers monetize their mobile games and applications worldwide

02/01/2016 Tapad Telenor 360.0 6.6 Tapad is a marketing technology firm that provides unified, cross-device solutions for smartphones, tablets, home computers and smart TVs

02/01/2016 Yodle Web.com 428.2 2.0 Yodle provides online marketing services to local business owners. Its services include Web presence, local search placement, social media, customer reviews, Email marketing, and special offers distribution

01/05/2016 AddThis Oracle 175.0 8.8 AddThis operates a social sharing and analytics platform for sharing online content

75th Percentile $309.1 5.4xMean 369.2 5.1Median 100.0 2.625th Percentile 25.6 1.4

26Source: CapitalIQ

Selected M&A Transactions

27Note: Through June 30, 2017

Source: CapitalIQ

Selected M&A Transactions – Transaction Value Not Disclosed

Date Target Acquiror Business Description06/27/2017 Apsalar Singular Apsalar provides enterprise marketing analytics solutions for mobile application marketers

06/19/2017 SMSpubli Mobile Marketing

Esendex Limited SMSpubli Mobile Marketing provides business SMS marketing services through its application

05/29/2017 AdClear Digital DigitalF5 Marketing Services

AdClear Digital provides digital marketing, analytics consulting, support, and web development services

05/27/2017 Mamadigital Mashfrog Mamadigital offers digital marketing services, including search engine marketing and online communications

05/25/2017 Switch Design Consultancy

Pure Consultancy Switch Design Consultancy provides design, brand, and digital communications solutions

05/15/2017 ICiDigital Beringer Capital ICiDigital, a technology enabled digital marketing company, provides enterprise digital marketing solution

05/10/2017 LION New Media AdSupply LION New Media plans and executes digital advertising campaigns

05/09/2017 LeadingResponse ICV Partners LeadingResponse provides lead generation and customer acquisition services

04/26/2017 Raven Tools TapClicks Raven Tools develops tools for search engine optimization (SEO), social media/metrics and reporting, pay-per-click, analytics/campaign, and content management

04/20/2017 SweetiQ Analytics ReachLocal SweetiQ Analytics provides local search marketing solutions for helping Fortune 500 brands convert online searches to in-store shoppers

04/20/2017 Develon Plan.Net Italia Develon provides digital marketing solutions and also designs online sales platform

04/19/2017 Experiment Engine Optimizely Experiment Engine operates testing and conversion optimization platform. Its platform enables brands and agencies to manage testing programs, scale experimentation, and measure ROI; and allows teams to plan testing projects, review variations, and report on results

04/10/2017 Towers Design Zest the Agency Towers Design operates as a digital marketing agency

04/04/2017 Security Media Publishing

Security Buyer Security Media Publishing provides news and marketing services for the security industry and other markets

03/30/2017 ethology Tallwave ethology is an integrated digital marketing agency. Its services include analytics and reporting, audience research, content strategy, digital paid media, display media, lifecycle marketing, local search, mobile experience and SEO

Date Target Acquiror Business Description03/10/2017 Statiq Axonix Statiq operates a multi-device advertising technology platform that provides location based audience data. Its platform enables advertisers to target and

analyze their audience by demographic, socio-economic, interest characteristics03/10/2017 Webtrends, Infinity Oracle Webtrends, Infinity comprises a big data analytics platform that allows businesses to see how customers interact with their brand across any digital

channel, at any time, and in one place03/08/2017 Pont-Neuf Hungry And Foolish Pont-Neuf offers digital marketing and advertising services

03/03/2017 Audience Partners Altice Audience Partners provides data-driven interactive advertising and direct marketing solutions for advertisers, direct marketing companies, and media organizations and publishers

02/23/2017 Duplicera Cybercom Group Duplicera offers digital marketing services including keyword optimization, web production, and graphic design services

02/22/2017 LiftMetrix HootSuite Media LiftMetrix operates as an integrated business-to-business and business-to-consumer e-health company

02/15/2017 realzeit D.C. Media Networks

realzeit provides mobile marketing, mobile advertising, and retargeting services

02/09/2017 Gigigo Digital Dimension Gigigo designs and develops mobility-oriented digital products and solutions for business corporations. The company offers an inbound mobile marketing SaaS platform that provides a set of services to create, manage, and deliver digital experiences

02/08/2017 Ron and Eddie Single Malt Design Ron and Eddie operates as a creative digital marketing agency. It offers services, such as web design and development, branding and graphic design, marketing, video and animation, content marketing, and email marketing and design

01/30/2017 Stream Digital PeopleToMySite Stream Digital provides digital marketing services for various brands

01/26/2017 Innovantum Technologies

Fusion RMS Innovantum Technologies provides strategy and planning, creative and marketing, and technology development services

01/18/2017 Adzzup Digital Caddies Adzzup operates as an Internet marketing and advertising company for small and medium sized businesses. It offers Website search engine and mobile marketing, social media marketing and advertising, and local search marketing services

01/18/2017 Ad-Juster Innotech Capital Ad-Juster offers third party reporting and discrepancy management tools. The company offers trafficking, AdOps/sales support, billing and finance, inventory management, and sales solutions

01/12/2017 Attitude Design Fifteen Design Attitude Design provides branding and digital marketing services

01/05/2017 Mogo Marketing + Media

Learfield Communications

Mogo Marketing + Media, an integrated digital marketing firm, helps brands engage and transact with customers across display, video, Facebook, mobile, and search

28Source: CapitalIQ

Selected M&A Transactions – Transaction Value Not Disclosed

Date Target Acquiror Business Description12/16/2016 Revsquare Pentalog Revsquare provides digital marketing services. It offers strategy, marketing, content, experience, and technology services

12/15/2016 ShopLocal Liquidus Marketing ShopLocal provides digital marketing solutions. It offers solutions, such as SmartDelivery for placing promotions to targeted audiences in various channels, devices, properties, and media

12/08/2016 Sentient Interactive W2O Group Sentient Interactive provides digital marketing services. The company offers creative, technology, and insights and activation services

11/29/2016 Excel Optimus Excel provides direct marketing, digital marketing, event management, and strategic consulting services focusing on fundraising

11/21/2016 Dyn Oracle Dyn operates as a cloud-based Internet performance company. It helps companies to monitor, control, and optimize online infrastructures

11/14/2016 Essential Marketing + ChoiceAdz.com

NOHO ChoiceAdz.com offers online advertising services. Essential Marketing Systems operates in the advertising technology sector

10/11/2016 FameBit YouTube FameBit provides digital marketing services and operates an online marketplace that allows businesses to find, manage, fund, and track influential video campaigns from the stage of connection to campaign delivery

10/04/2016 optivo EPiServer optivo provides omnichannel campaign management and email marketing solutions to companies from various sectors

09/28/2016 BuzzCity mobad BuzzCity develops and operates advertising networks via mobile sites and applications for publishers and developers, brand owners, agencies, mobile media property owners, and advertisers

09/21/2016 Independent Media Distribution

Inflexion Private Equity Partners

Independent Media Distribution provides cloud based platforms and services for advertisers, creative and media agencies, post-production houses, broadcasters, and online publishers to deliver video advertising and manage complex campaign data in multiple territories

09/08/2016 Quantum Hi-Media Quantum develops and operates an end-to-end native advertising platform for the media, advertisers, agencies, and trading desks

08/09/2016 Zulu5 audienzz Zulu5 provides online advertising monitoring and insight services

08/01/2016 Meteora Media Stamedia Meteora Media develops online advertising platform that specializes in customized audience targeting harvesting site traffic into segmented audiences for specific advertisements across the Web

07/12/2016 Fiveworx Northshore Management

Fiveworx designs and develops email marketing and marketing automation software for the utility industry

06/21/2016 ROXIMITY Verve Wireless ROXIMITY is a location-based alert and deals platform enabling merchants to send targeted messages to potential customers

31Source: CapitalIQ

Selected M&A Transactions – Transaction Value Not Disclosed

Date Target Acquiror Business Description06/16/2016 AdGear

TechnologiesSamsung Electronics Canada

BLOOM Digital Platforms develops and operates online advertising platforms

05/03/2016 SEOlytics SISTRIX SEOlytics provides analysis and controlling software for the analysis of search engine optimization activities for search engine optimization managers and online marketing agencies

05/02/2016 VHX Vimeo VHX provides technology for businesses to create custom video experiences across various platforms and connected devices

04/14/2016 Retailigence ShopAdvisor Retailigence provides an online-to-offline marketing platform that drives product sales in-store

04/05/2016 Carnival Labs Sailthru Carnival Labs develops and provides a mobile marketing platform for brands to manage their users and publish campaigns

04/01/2016 Genwi Persistent Systems Genwi develops a Mobile Content Engagement Platform that delivers access and content sharing capabilities across the enterprises

03/30/2016 Darwin Marketing Dentsu Aegis Network

Darwin Marketing provides Internet marketing consulting services in China and internationally

03/29/2016 Encore Alert Meltwater Encore Alert owns and operates an online application that identifies key mentions and trends from social media and sends proactive alerts with recommended immediate actions

03/16/2016 Volicon Verizon Digital Media Services

Volicon provides enterprise media intelligence solutions for broadcasters, networks, cable operators, and governments.

03/11/2016 Ad Trends Advertising

Custom Specialties Ad Trends Advertising designs marketing strategies for its clients

03/11/2016 HelloSociety T Brand Studio HelloSociety operates a Pinterest marketing and technology platform to track, manage, and control Pinterest campaigns

03/08/2016 AntiHero Mic Network AntiHero operates a curated video platform for quality short form content

03/03/2016 Access Media Outbrain Access Media, doing business as Revee, develops and markets a cloud based analytics platform and software solution that facilitates ROI content tracking

03/03/2016 Pointlogic Nielsen Holdings Pointlogic provides mathematical techniques and software technology to support the decision making programs in various organizations

03/02/2016 Comet Global Consulting

Merkle Comet Global Consulting provides inbound and outbound marketing, and customer management technology solutions

32Source: CapitalIQ

Selected M&A Transactions – Transaction Value Not Disclosed

Date Target Acquiror Business Description03/02/2016 Contastic SugarCRM Contastic provides a CRM system that generates emails with personalized content for users to send to remain relevant

03/01/2016 AppData FI Navigator AppData provides a subscription Web service designed to help application developers, analysts, investors, and advertisers in the social and mobile spheres

02/29/2016 Adapt Worldwide Welocalize Adapt Worldwide provides multilingual digital marketing services worldwide

02/18/2016 Docalytics Contently Docalytics operates a cloud-based platform for marketing and sales communication

02/11/2016 Roostr Chartboost Roostr provides an online marketplace that enables mobile game publishers to connect and collaborate to YouTube and Twitch content creators

02/11/2016 Viant Technology Time Viant Technology provides a cloud-based platform that enables marketers to plan, execute, and measure their digital media investments

02/04/2016 ZooEffect Cincopa ZooEffect operates an online platform for marketers and developers to create, publish, and test media that includes videos, image galleries, music players, and slideshows

02/02/2016 Evizion Media Group

All Direct Leads Evizion Media Group provides online digital marketing services

02/02/2016 Life Marketing Sew Cal Logo Life Marketing provides online marketing and advertising services to the cannabis industry

02/01/2016 Adaptive Medias AdSupply Adaptive Medias operates as a programmatic audience and content monetization provider for Website owners, developers, and video publishers who want to optimize content

02/01/2016 Vitberg LeadG2 Vitberg offers digital marketing strategies and plans, digital branding, Websites, digital lead generation, content marketing, social media marketing services

01/28/2016 Media Properties Holdings

Cannella Response T.V.

Media Properties Holdings, doing business as MPH, owns and manages media companies that provide media buying, creative, lead generation, and cost-per-acquisition television advertising

01/21/2016 Ustream International Business Machines

Ustream provides cloud-based end-to-end video solutions for media and enterprises

01/19/2016 Second Media VerticalScope Second Media provides digital marketing services. Second Media develops a network for advertisers and publishers to target audiences on contextually relevant Websites

01/12/2016 Encore Media Metrics

Simplicity Marketing

Encore Media Metrics operates a digital media analytics platform

33Source: CapitalIQ

Selected M&A Transactions – Transaction Value Not Disclosed

V. Private Placement Market Update

34Source: Tracxn

$1.3

$0.7

$1.2

$2.0

$1.4$1.6

$2.2

$2.5

$1.3

186182

262

303307

347 343

301

189

0

50

100

150

200

250

300

350

400

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

2008 2009 2010 2011 2012 2013 2014 2015 2016

Funding Amount in ($B) # of Rounds

($ in Billions)(# of Rounds)

Ad Tech Funding Declined in 2016

35

Selected Private Placement Transactions(1)

($ in Millions)

Note: (1) Through June 30, 2017

Source: CapitalIQ

$175.0

$136.0

$65.0

$31.0$26.5 $22.9

$16.2 $13.0 $12.0

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

$160.0

$180.0

$200.0

2017 Ad Tech Financings

36

Note: Excludes Private Placements Less than $5M. Through June 30, 2017

Source: CapitalIQ

Selected Private Placement Transactions

Date Company InvestorCapital Raised

($M) Business Description06/07/2017 MediaMath Goldman Sachs;

Santander Bank$175.0 MediaMath a leading provider of digital media trading technology and services

05/25/2017 DEMANDBASE Sigma Partners; Silver Lake

65.0 DEMANDBASE provides B2B marketing solutions for businesses worldwide

05/24/2017 Unlockd Alium Capital Management

22.9 Unlockd is an ad startup that helps consumers to get discounts on their phone bills. The company offers Unlockd, a mobile based technology platform that connects brands, content, and relevant media to the consumer

05/23/2017 Bounce Exchange SVB Capital 31.0 Bounce Exchange provides software solutions for automated customer acquisition and behavioral marketing for e-commerce, enterprise publishers, travel, business-to-business, Fortune 500, and financial services industries

05/15/2017 Mintigo Sequoia Capital; Maverick Ventures

10.0 Mintigo provides a cloud-based predictive marketing platform for marketers

05/05/2017 Terminus Software Edison Partners; HubSpot

10.3 Terminus Software develops an account-based marketing platform for B2B marketers

05/02/2017 Social Native SoftBank Capital 8.0 Social Native provides a platform that matches brands with relevant content creators based on interests and brand affinities

04/26/2017 Sidecar Interactive Osage Partners; The Yard Ventures

11.0 Sidecar Interactive provides bid management software for product listing advertisements in channels, such as Google Shopping, Facebook Dynamic Product advertisements, and Bing Shopping

04/21/2017 eRelevance Capital Factory; Chicago Ventures

5.1 eRelevance provides a technology-enabled marketing automation service to small- and medium-sized businesses

04/20/2017 Social Reality NA 5.0 Social Reality, an Internet advertising and platform technology company, provides tools to automate the digital advertising market in the United States

04/13/2017 Akoonu Shasta Ventures 8.0 Akoonu develops and operates a content marketing platform that enables B2B marketers to develop integrated, data-driven content marketing strategies

04/05/2017 AdAsia Holdings JAFCO Investment 12.0 AdAsia Holdings develops advertising technology solutions for marketers, advertisers, and publishers in Singapore and internationally

04/03/2017 IgnitionOne Horizon Technology Finance

12.0 IgnitionOne designs and develops cloud-based digital marketing solutions for online marketers worldwide

03/29/2017 ActionIQ FirstMark Capital; Sequoia Capital

13.0 ActionIQ develops and operates a cloud-based marketing-centric platform to solve data, analytics, and campaign problems of marketers, analysists, and technologists in the United States and internationally

03/21/2017 DataBerries Index Ventures; Mosaic Ventures

16.2 DataBerries offers predictive mobile marketing services by leveraging data points and machine learning algorithms to optimize performance

35

Selected Private Placement Transactions

Date Company InvestorCapital Raised

($M) Business Description03/09/2017 Crealytics Bayern Kapital,

LBBW Ventures$9.0 Crealytics provides software solutions for advertising industries

03/08/2017 Conversion Logic Crosscut Ventures, TenOneTen

9.0 Conversion Logic operates a cross-channel attribution Software-as-a-Service platform for delivering digital and video media performance insights for brands, agencies, and ad tech partners

03/07/2017 LoopMe Impulse VC, OpenOcean

10.0 LoopMe provides a mobile advertising inbox technology solution for advertisers, publishers, and app developers

02/15/2017 Persado UK European Investment Bank

26.5 Persado UK provides hosted mobile monetization solutions for mobile operators to sell their own and third party products and services to their subscribers

02/08/2017 Centerfield Media H.I.G. Growth Partners

136.0 Centerfield Media develops a digital advertising technology that focuses on real time biddable (RTB) media

01/25/2017 Sourcepoint Accel Partners, Foundry Group

16.0 Sourcepoint develops a content compensation platform for publishers

01/25/2017 Button DCM Ventures, Greycroft Partners

20.0 Button provides mobile customer acquisition, engagement, and monetization solutions

01/17/2017 Zeotap Capnamic, HERE, Iris Capital

13.0 Zeotap provides a technology platform that transmits data securely and in a privacy-compliant way for businesses and consumers

01/17/2017 AppsFlyer Deutsche Telekom Capital Partners

56.0 Appsflyer develops and operates a mobile apps measurement platform that allows mobile app-developers, brands, and advertising agencies to measure and optimize their mobile customer acquisition funnel from a real-time dashboard

11/14/2016 xAd Eminence Capital, IVP, W Capital

43.0 xAd provides a location-based marketing and advertising platform for publishers and developers

11/11/2016 Smartpipe Solutions Finance Wales, Notion Capital

19.0 Smartpipe revolutionises the world of network data monetisation

11/10/2016 Singular Labs General Catalyst Partners

15.0 Singular Labs operates a SaaS-based mobile marketing platform that unifies, analyzes, and optimizes various marketing channels through a single dashboard

10/31/2016 Spongecell Safeguard Scientifics 11.0 Spongecell offers advertising technology tools and services. It transforms banner advertising into flash advertising with interactive features, such as video, interactive mapping, carousels, social media, and more

10/14/2016 mParticle Bain Capital, Social Capital

18.0 mParticle, a mobile technology company, develops a mobile data activation platform that provides mobile app owners with the controls and reporting functionality to make informed decisions about their data

10/06/2016 Nugit Sequoia Capital India

5.2 Nugit operates an advertising technology platform that supplies online marketers and agencies with insights to help achieve ROI improvements and cost savings

Note: Excludes Private Placements less than $5M

Source: CapitalIQ

36

Selected Private Placement Transactions

Date Company InvestorCapital Raised

($M) Business Description09/30/2016 PeerLogix NA $5.6 PeerLogix provides proprietary software as a service platform that enables the tracking and cataloguing of torrent files and networks to

determine consumer trends and preferences based upon media consumption09/28/2016 AppNexus News Corp, Yahoo

Japan31.0 AppNexus operates a cloud-based software platform that enables and optimizes programmatic online advertising

09/20/2016 4C Insights GSV Capital, Jump Capital

26.0 4C Insights provides data science and media technology with solutions for multi-screen convergence. Its product suite includes activation on Facebook, Twitter, LinkedIn, Pinterest, Instagram, and Snapchat as well as TV Synced Ads across display, search, social, and video

09/13/2016 TVTY Partech Ventures, Serena Capital

6.7 TVTY, a moment marketing company, monitors relevant offline moments and allows digital marketing campaigns to respond to these moments in real-time for brands globally

09/13/2016 Defy Media Love Video 70.0 Defy Media creates, distributes, and owns millennial focused digital content. The company offers various videos in the areas of comedy, entertainment, gaming, and lifestyle

09/12/2016 Datorama Lightspeed Ventures 32.0 Datorama provides marketing integration engine for enterprises, agencies, publishers, and platforms

09/08/2016 session M CRV; General Atlantic; KPCB

35.0 session M provides mobile-first loyalty, engagement, and marketing solutions

09/06/2016 Ogury ACG, Covent Partners

15.0 Ogury develops a Web-based acquisition system for E-merchants

08/31/2016 Zeta Interactive NA 45.0 Zeta Interactive provides marketing solutions for helping brands to acquire, grow, and retain customers

08/30/2016 Blackwood Seven Jolt Capital, Sunstone

15.0 Blackwood Seven A/S provides an automated media allocation platform, which allows advertisers to plan and execute campaigns across various media groups–on and offline–on the basis of performance data

08/22/2016 MediaBrix Edison Partners; Horizon Technology

6.5 MediaBrix delivers emotionally charged brand connections for consumer receptivity during mobile advertising experiences in the United States

08/19/2016 Beeswax RRE Ventures; Foundry Group

13.3 Beeswax provides a technology buying platform for digital media

08/16/2016 Goop NEA; Felix Capital Partners

10.0 Goop provides digital media and e-commerce services

08/15/2016 Yieldbot Stanley Capital Management

35.0 Yieldbot, a predictive and actionable data intelligence company, leverages publisher site data using visitor referrer data and site click stream data

08/10/2016 Bynder Insight Venture Partners

22.3 Bynder provides cloud-based brand management and marketing resource management (MRM) software solutions for users to send, manage, create, and edit marketing and branding materials

Note: Excludes Private Placements less than $5M

Source: CapitalIQ

37

Selected Private Placement Transactions

Date Company InvestorCapital Raised

($M) Business Description08/08/2016 Kaltura Goldman Sachs

Private Capital $50.0 Kaltura operates an open source video platform for media companies, digital publishers, operators, education sector, financial services sector,

governments, insurance companies, retail sector, enterprises, and cloud service providers 08/01/2016 DoctorLogic NA 7.5 DoctorLogic provides online marketing tools for the medical industry

07/27/2016 Vertigo Media NA 10.0 Vertigo Media develops a social media platform for the creation and exchange of user-generated content and marketing research revolving around music

07/20/2016 Sprinklr EDB Investments; Temasek Holdings

105.0 Sprinklr develops social software platform for content planning and publishing, advocate and audience management, owned engagement and moderation, and earned monitoring and listening

07/19/2016 Kiip True Ventures, Verizon Ventures

12.0 Kiip provides a moments-targeting platform that enables brands to deliver automated rewards to consumers during relevant moments in their brand-owned applications and across social networks

06/29/2016 Moloco NA 7.0 Moloco provides TMON, a mobile e-commerce platform for targeted re-engagement campaigns

06/29/2016 Amobee SingTel Mobile Marketing

20.0 Amobee provides data-driven solutions for agencies and brands worldwide

06/28/2016 Ifeelgoods IDInvest Partners; GROUPE UP

6.0 Ifeelgoods provides digital promotion and marketing solutions for retailers, brands, and businesses

06/24/2016 Digital Entertainment

TEGNA; Corus Entertainment

13.5 Digital Entertainment Corporation of America operates as a women’s digital media company

06/23/2016 LeTV Legend Holdings; China Bridge

45.6 LeTV operates an online video portal

06/16/2016 Collective Accel Partners; iNovia Capital

34.0 Collective provides multi-screen advertising solutions that help brands connect with their audience

06/15/2016 Performance Horizon

DN Capital; Greycroft Partners

15.5 Performance Horizon, a SaaS-based digital partner marketing solutions provider, enables brands to directly connect with their marketing partners to enhance customer acquisition and drive revenues from online marketing channels

06/15/2016 Eyeview Gemini Israel Funds 38.8 Eyeview develops video advertising technology solutions

06/14/2016 Spicee NA 11.2 Spicee provides digital media services

06/08/2016 Frequency Networks Oakmont; YOU On Demand

11.0 Frequency Networks offers cloud-based internet video service that aggregates and distributes video from content producers

Note: Excludes Private Placements less than $5M

Source: CapitalIQ

38

Selected Private Placement Transactions

Date Company InvestorCapital Raised

($M) Business Description06/08/2016 Impact Radius Silversmith Capital

Partners$30.0 Impact Radius provides a SaaS based digital marketing platform that enables digital brands and agencies to maximize the return on ad spend

across digital, mobile, and offline channels06/03/2016 Plaid Technologies NEA; Goldman

Sachs 44.0 Plaid Technologies develops API for banking data that enables developers to programatically interact with banks and credit cards

06/01/2016 Tubular Labs Marker 10.0 Tubular Labs provides cross-platform video intelligence and analytics solutions for media companies, brands, and agencies

06/01/2016 Vibes Media Syniverse Holdings 45.0 Vibes Media provides mobile marketing solutions to retailers and brands, carriers and telco, sports and entertainment, and media and publishers

05/31/2016 Merkle Nant Capital 9.2 Merkle provides customer relationship marketing solutions through a connected customer relationship management (CRM) framework for organizations to apply quantitative communication strategies to their marketing programs

05/25/2016 Seismic Software General Atlantic; JMI Equity

40.0 Seismic Software develops a sales enablement and content management platform for marketing teams

05/23/2016 tronc Nant Capital 70.5 tronc, a multiplatform media and marketing solutions company, publishes newspapers in the United States

05/10/2016 Outbrain NA 45.0 Outbrain provides a content discovery platform

05/05/2016 Drawbridge Kleiner Perkins Caufield & Byers

25.0 Drawbridge offers advertising solutions, data licensing, and a software-as-a-service platform, which empower a range of businesses to better connect with their customers and measure performance

05/04/2016 Appboy Battery Ventures; IDG Ventures

20.0 Appboy provides marketing automation for applications

05/02/2016 AdJoy Almaz Capital 7.0 Adjoy provides an online platform for video content advertising

04/25/2016 Kamcord Time Warner; TransLink

10.0 Kamcord develops a software solution that allows the capture and sharing of mobile gameplay or mobile application use videos

04/24/2016 Unlockd Alium Capital Management

12.0 Unlockd is an ad startup that helps consumers to get discounts on their phone bills. The company offers Unlockd, a mobile based technology platform that connects brands, content, and relevant media to the consumer

04/21/2016 Medium Spark Capital; AH 50.0 Medium provides an online platform for people to read, write, and share ideas and stories

04/19/2016 Apester Blumberg Capital 12.0 Apester believes that the evolution of digital storytelling revolves around integrating the reader's voice into the content

Note: Excludes Private Placements less than $5M

Source: CapitalIQ

Date Company InvestorCapital Raised

($M) Business Description04/16/2016 Blis Beringea, Unilever

Ventures$25.0 Blis is the global leader in advanced location data technology

04/12/2016 90 Seconds Sequoia Capital; AirTree Ventures

7.6 90 Seconds develops a cloud video production platform that allows brands to purchase, plan, shoot, edit, and review video anywhere in the world, online, and on mobile

04/11/2016 Altitude Digital Partners

Bridge Bank 17.5 Altitude Digital Partners doing business as Altitude Digital, provides video and mobile advertising technology solutions

04/05/2016 Virool Menlo Ventures; Thomvest Ventures

12.0 Virool develops a video advertising platform for brand marketers

04/05/2016 Persado StarVest Partners; Bain Capital

30.0 Persado provides marketing persuasion technology solutions for digital marketers worldwide

03/31/2016 Mashable Updata Partners; Time Warner

15.0 Mashable operates an online news community

03/30/2016 PowerInbox Battery Ventures; Genesis Partners

6.5 PowerInbox develops and offers an email platform that automatically turns email URLs into interactive content

03/21/2016 Moat Insight Venture Partners

50.0 Moat develops SaaS analytics solutions for brand advertisers and publishers

03/03/2016 Snapchat Fidelity Investments 175.0 Snapchat is a photo messaging app that allows users to take photos, record videos, add text and drawings, and send them to recipients

02/29/2016 Crimson Hexagon Sageview Capital 20.0 Crimson Hexagon provides social media analysis software for businesses and organizations globally

02/25/2016 Shanghai WiseMedia

Youzu Interactive 10.0 Shanghai WiseMedia Technology operates as an online advertising marketing solutions provider

02/25/2016 AppCard The Founders Fund; Innovation

20.0 AppCard offers a cloud-based customer loyalty platform that provides real-time reports, analytics, and business intelligence that enable merchants to engage customers with personalized offers

02/22/2016 QuBit Digital Accel Partners; Goldman Sachs

40.1 QuBit Digital builds and licenses technology solutions to collect and process Web data

02/12/2016 DataMi Orange Capital 10.0 DataMi develops and operates network-aware mobile marketing platform that enables advertisers, businesses, and service vendors to increase visibility

02/09/2016 TapInfluence Grotech Ventures; Access Ventures

14.0 TapInfluence provides a marketing software solution that automates the creation, management, and measurement of influencer content marketing programs

39

Selected Private Placement Transactions

Note: Excludes Private Placements less than $5M

Source: CapitalIQ

Note: Excludes Private Placements less than $5M

Source: CapitalIQ 40

Selected Private Placement Transactions

Date Company InvestorCapital Raised

($M) Business Description01/31/2016 The Trade Desk Wellington

Management $60.0 The Trade Desk operates a buy-side platform that provides access to all RTB inventory for display, television, video, social, mobile, and more

01/26/2016 Buildscale Battery Ventures; Bessemer Venture

35.0 Buildscale, doing business as Vidyard, operates a video marketing platform that helps businesses turn viewers into customers

01/24/2016 DataXu Sky 10.0 DataXu provides programmatic marketing software for brands and agencies

01/19/2016 Adestra Business Growth Fund

7.2 Adestra provides digital marketing technology solutions to organizations and marketers worldwide

01/04/2016 Admedo MMC Ventures 6.0 Admedo provides a self-serve online advertising platform for businesses and agencies

VI. Public Company Financial and Stock Price Analysis

Selected Public Company Analysis – Ad Tech Sector

42Note: As of June 1, 2017

Source: CapitalIQ

June 30, 2017(Dollars in millions, except per share data)

Stock Price Market Enterprise CY16A CY17E CY16A CY17E Gross OperatingCompany 6-30-17 Cap Value Cash Rev. Rev. EBITDA EBITDA CY16A CY17E Margin Margin 15A-16A 16E-17E LTGRAdvertising Technology Co's

Criteo $ 49.1 $ 3,176 $ 2,972 $ 304 1.6x 3.1x 14.0x 10.1x 39.2x 20.1x 35.7 % 6.2 % (45.9)% 31.0 % 26.0 %

Marchex 3.0 128 25 103 0.2 0.3 NM NM NM NM 41.8 % (16.2)% (11.1)% (25.7)% 15.0 %

Marin Software 1.3 51 21 33 0.2 NA 69.0 NM NM NM 63.3 % (18.5)% (8.8)% NA 0.0 %

Matomy Media Group 1.3 122 140 22 0.5 NA 9.2 NA NM NA 20.6 % (0.5)% NA NA NA

MaxPoint Interactive 7.4 50 48 20 0.4 0.5 NM 19.0 NM NM 52.7 % (10.4)% NA 9.0 % 0.0 %

Opera Software 3.9 565 468 195 0.8 0.8 9.9 10.7 NM NM 18.4 % (3.0)% 32.9 % (4.6)% 0.0 %

QuinStreet 4.2 190 148 42 0.5 0.5 NM 10.8 NM NM 9.0 % (4.5)% 6.5 % 0.1 % 16.7 %

Rakuten 11.8 16,443 19,323 6,199 2.3 2.4 12.9 12.2 50.0 23.7 13.1 % 14.7 % 9.7 % 15.6 % 24.4 %

RhythmOne 0.5 264 212 52 NA NA NA NA NA NA 33.9 % (6.7)% NA NA NA

Rocket Fuel 2.8 128 151 63 0.3 0.4 NM 30.0 NM NM 33.8 % (10.7)% (2.5)% (6.2)% 3.0 %

The Rubicon Project 5.1 249 61 188 0.2 0.3 2.2 2.8 NM NM 72.1 % (2.9)% NA NA NA

The Trade Desk 50.1 2,121 2,040 107 9.9 6.3 33.8 25.6 NM 46.4 80.1 % 24.8 % NA NA 32.3 %

Tremor Video 2.5 125 98 28 0.5 0.5 NM 23.5 NM NM 45.8 % (9.8)% NA NA 0.0 %

YuMe 4.7 161 101 61 0.6 0.6 NM 28.2 NM NM 51.1 % (0.2)% (6.5)% NA 0.0 %

75th Percentile 0.7x 1.6x 23.9x 25.0x 50.0x 35.0x 52.3 % (0.3)% 7.3 % 12.3 % 20.5 % Mean 1.4 1.4 21.6 17.3 50.0 30.1 40.8 % (2.7)% (3.2)% 2.8 % 10.7 % Median 0.5 0.5 12.9 15.6 50.0 23.7 38.8 % (3.7)% (4.5)% 0.1 % 3.0 % 25th Percentile 0.3 0.4 9.6 10.7 50.0 21.9 23.9 % (10.3)% (9.4)% (5.4)% 0.0 %

P/EEnterprise Value as a Multiple of :

CY Revenue Growth

Note: Through June 30, 2017

Source: CapitalIQ

Stock Price Performance Analysis: Ad Tech vs. NASDAQ

Prior 3 Years

Prior 12 Months

Blue: Nasdaq Index

Orange: Ad-Tech Index▪ Criteo▪ Marchex▪ Marin Software▪ Matomy Media Group▪ MaxPoint Interactive▪ QuinStreet▪ Rakuten▪ Rhythm One▪ Rocket Fuel▪ The Rubicon Project▪ Tremor Video▪ YuMe

Blue: Nasdaq Index

Orange: Ad-Tech Index▪ Criteo▪ Marchex▪ Marin Software▪ Matomy Media Group▪ MaxPoint Interactive▪ QuinStreet▪ Rakuten▪ Rhythm One▪ Rocket Fuel▪ The Rubicon Project▪ Tremor Video▪ YuMe

-11.00%-6.00%-1.00%4.00%9.00%

14.00%19.00%24.00%29.00%34.00%

-64.00%

-44.00%

-24.00%

-4.00%

16.00%

36.00%

43

30.0 x28.2 x

25.9 x

23.5x

10.7 x 10.1x

3.2x

Stock Price Analysis

Source: CapitalIQ

Median - 0.6x75th Percentile - 2.0x

Median - 23.5x75th Percentile – 27.1x

2017E EV/Revenue Multiples 2017E EV/EBITDA Multiples

44

7.0 x

3.1 x

0.8 x 0.6 x 0.5 x 0.4 x 0.3 x

VII. WCP Overview

WCP Overview

Woodside Capital Partners is a leading global, independent investment bank that delivers world-class strategic and financial advice to emerging growth companies in the Software, Hardware and Internet sectors

▪ Founded in 2001: over $8 billion in transaction value

▪ Sell-side/buy-side M&A, strategic partnership and corporate finance advisory in: — Software, Digital Media, Ad Tech and Internet Services

— Hardware – Systems, Semiconductors, Electronics, and Enabling Materials

— Special Situations

▪ Silicon Valley-based, with offices in London – ~1/2 of transactions are cross-border

▪ WCP Research team offers technology research serving buy-side institutional investors and technology industry executives

▪ 30 professionals; backgrounds as entrepreneurs/CEOs and from top investment banks

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“Accelerating Consolidation Ahead” “Growth, Disruption, and Consolidation”

Digital Ad TechMay 2016

Digital Ad Tech August 2014

Comprehensive Research Reports

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Selected WCP Ad Tech Transactions

SALE OF COMPANY SALE OF COMPANY SALE OF COMPANY

SALE OF COMPANYSALE OF COMPANY MERGER OF COMPANIES

SALE OF COMPANY

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Contact Information

Silicon Valley Offices1950 University Ave, Suite 150Palo Alto, California 94303Tel: +1 (650) 391-2075

UK OfficesRiverbank House2 Swan LaneLondon, EC4R 3TTTel: +44 207 929 0248

Kelly PorterPartner and Managing Director kelly.porter@woodsidecap.comTel: +1 (650) 513-2756

Ron Heller Managing Director ron.heller@woodsidecap.comTel: +1 (650) 513-2762

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