Q2 2014 Internet & Digital Media Market

Snapshot

Alex Hart ahart@signalhill.com

Robert Berstein rberstein@signalhill.com

www.signalhill.com

B a l t i m o r e │ B a n g a l o r e │ B o s t o n │ M u m b a i │ N a s h v i l l e │ N e w Y o r k │ R e s t o n │ S a n F r a n c i s c o

Frank Cordek fcordek@signalhill.com

2

Section I Public Company Universe and Trading Statistics 4

Section II Mergers and Acquisitions Activity 10

Section III Private Placement Activity 16

Section IV IPO Activity 21

Appendix A Signal Hill Investment Banking 27

Contents

3

13

1820

21

3132

0

5

10

15

20

25

30

35

$0

$500

$1,000

$1,500

$2,000

$2,500

Q1 2014 Q2 2014 Q1 2014 Q2 2014 Q1 2014 Q2 2014

Internet Content &Services

e-Commerce Interactive Marketing &Marketing Services

Nu

mb

er o

f De

als

3

Ag

gre

ga

te D

ea

l V

alu

e (

$M

)2

2.9x 3.0x

5.0x5.6x

1.9x1.7x

2.6x 2.9x

2.1x2.5x

1.9x2.5x

1.6x 1.7x

2.1x 2.3x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

Jun '13 Jun '14 Jun '13 Jun '14 Jun '13 Jun '14 Jun '13 Jun '14

Internet Content andServices

e-Commerce Interactive Marketing Marketing Services

EV

/ L

TM

Re

ve

nu

e

Median Mean

22 21

6660

9894

0

20

40

60

80

100

120

$0

$6,000

$12,000

$18,000

$24,000

Q1 2014 Q2 2014 Q1 2014 Q2 2014 Q1 2014 Q2 2014

Internet Content &Services

e-Commerce Interactive Marketing &Marketing Services

Nu

mb

er o

f Dea

ls3

Ag

gre

ga

te D

ea

l V

alu

e (

$M

)2

Public Company Trading Statistics1 M&A Activity

Private Placement Activity4 IPOs

$19.00

$9.00

$16.00 $17.00

$26.00

$15.00

$28.51

$14.78

$20.05 $20.48

$35.41

$12.84

$0

$10

$20

$30

$40

$50

JD TRUE SABR WB GRUB RUBI

Offer Price Current Price as of 6/30/14

Source: Signal Hill Database of Core IDM Deals – Information collected from multiple industry sources

(1) Includes CY ’14 Estimates and ’13 Actuals

(2) Includes only values for which data is publicly available

(3) Includes only targets with significant North American operations

(4) Includes only transactions $10 million or greater

Quarterly Summary

4

Section I: Public Company Universe and

Trading Statistics

5

Internet Content and Services e-Commerce Interactive Marketing Marketing

Services

Signal Hill’s IDM Public Company Universe

6

-20%

0%

20%

40%

60%

80%

100%

6/30/13 9/30/13 12/31/13 3/31/14 6/30/14

Signal Hill IDM Composite Internet Content and Services e-Commerce

Interactive Marketing Marketing Services S&P 500

LTM Sub-Sectors Performance vs. S&P 500

Source: Capital IQ

IDM Public Companies Stock Price Performance

7

($ in millions, except per share amounts) % Dec./Inc. Fully Fully Enterprise Value / (Price as of 6/30/13)

Price from LTM Diluted Diluted YoY Revenue Growth Revenue EBITDA Enterprise Value CY Revenues

Company 6/30/2014 High Low Eq. Val. Net Cash Ent. Val. CY '14E CY '15E LTM CY '14E CY '15E LTM CY '14E CY '15E Revenue EBITDA

Internet Content and Services

Google(1)

$584.67 (4.8%) 39.9% $391,190 $48,880 $342,310 10.3% 15.6% 5.5x 5.2x 4.5x 17.6x 13.0x 10.9x 4.7x 14.9x

Microsoft $41.70 (1.4%) 35.2% 344,459 64,192 280,267 14.5% 9.3% 3.4x 2.9x 2.7x 8.5x 8.6x 8.1x 3.0x 7.4x

Facebook $67.29 (7.3%) 178.6% 172,690 12,237 160,453 50.6% 31.3% 18.0x 13.5x 10.3x 29.1x 21.8x 16.4x 9.6x 40.4x

Yahoo! $35.13 (15.8%) 41.5% 35,369 1,715 33,654 (3.8%) 3.2% 7.2x 7.5x 7.2x 43.6x 24.6x 22.6x 4.9x 11.8x

Twitter $40.97 (45.2%) 38.8% 24,151 1,983 22,168 91.2% 60.2% 27.7x 17.4x 10.9x NM NM NM NA NA

LinkedIn $171.47 (33.4%) 26.1% 20,878 2,301 18,577 39.1% 33.2% 11.1x 8.7x 6.6x NM 35.4x 24.1x 17.0x NM

TripAdvisor $108.66 (2.3%) 82.5% 15,501 100 15,401 31.0% 24.9% 15.5x 12.4x 10.0x 46.0x 31.0x 24.1x 10.8x 26.9x

Yandex $35.64 (21.5%) 64.2% 11,455 141 11,313 19.7% 23.5% 9.4x 7.9x 6.4x 24.1x 18.8x 14.9x 8.8x 20.1x

King Digital $20.55 (3.9%) 34.7% 6,528 678 5,850 30.9% 14.7% 2.6x 2.4x 2.1x 7.2x 6.1x 5.5x NA NA

IAC/InterActiveCorp $69.23 (14.1%) 48.9% 5,749 (65) 5,814 6.1% 9.0% 1.9x 1.8x 1.7x 11.0x 9.7x 8.0x 1.5x 9.8x

Pandora $29.50 (27.1%) 68.2% 6,061 341 5,720 37.7% NA 6.0x 6.3x NA NM NM 42.3x 6.7x NM

Zillow $142.93 (1.8%) 162.8% 5,646 309 5,337 56.9% 35.2% 23.7x 17.2x 12.7x NM NM NM 13.1x NM

Yelp $76.68 (24.6%) 126.0% 5,495 399 5,096 57.2% 43.4% 19.4x 13.9x 9.7x NM NM 46.3x 13.7x NM

CoStar Group $158.17 (27.5%) 21.8% 5,020 75 4,945 28.7% 16.1% 10.8x 8.7x 7.5x 43.0x 28.4x 22.6x 9.6x NM

Weibo $20.48 (16.3%) 26.0% 4,039 (277) 4,316 71.1% 46.3% 18.8x 13.4x 9.2x NM NM NM NA NM

AOL $39.79 (25.3%) 23.6% 3,181 (34) 3,214 9.2% 7.6% 1.4x 1.3x 1.2x 7.4x 6.4x 5.9x 1.1x 5.1x

Zynga $3.21 (45.5%) 18.0% 2,839 782 2,057 (15.3%) 27.6% 2.6x 2.8x 2.2x NM 21.7x 13.1x 0.8x 7.2x

WebMD $48.30 (6.0%) 85.3% 1,823 (174) 1,997 11.9% 10.6% 3.7x 3.5x 3.1x 23.0x 12.8x 10.6x 2.6x 36.5x

Trulia $47.38 (10.1%) 79.8% 1,749 (9) 1,759 75.7% 30.9% 10.1x 7.0x 5.3x NM NM 36.0x 10.0x NM

TrueCar $14.78 (6.8%) 63.3% 1,050 38 1,012 43.2% 37.4% 6.6x 5.3x 3.8x NM NM 42.2x NA NM

Everyday Health $18.48 (7.1%) 56.1% 556 (216) 772 NA NA 4.7x NA NA NM 22.6x 17.2x NA NA

Monster Worldwide $6.54 (23.1%) 62.3% 595 (165) 761 (1.3%) 2.3% 1.0x 1.0x 0.9x 7.6x 6.4x 5.8x 0.7x 4.5x

Blucora $18.87 (37.4%) 13.3% 775 77 699 10.3% 8.7% 1.1x 1.1x 1.0x 6.2x 6.1x 5.5x 1.3x 7.1x

Angie's List $11.94 (57.8%) 24.4% 699 49 650 34.1% 24.8% 2.4x 2.0x 1.6x NM NM 17.4x 8.5x NM

eHealth $37.97 (40.0%) 70.1% 722 98 624 17.0% 19.6% 3.3x 3.0x 2.5x NM 33.4x 20.3x 2.0x 15.5x

Move $14.79 (19.4%) 56.2% 585 32 553 12.3% 13.6% 2.4x 2.2x 1.9x 49.0x 18.5x 13.7x 2.3x 28.5x

Dice Holdings $7.61 (22.8%) 17.1% 413 (103) 517 18.2% 4.8% 2.3x 2.0x 2.0x 8.2x 6.8x 6.4x 2.7x 7.8x

Chegg $7.04 (37.4%) 46.1% 585 94 491 23.5% 27.9% 1.8x 1.6x 1.2x 22.9x 7.4x 6.3x NA NA

Demand Media $4.82 (32.5%) 33.1% 418 61 357 (7.2%) 6.8% 0.9x 1.0x 0.9x 11.2x 7.5x 6.7x 1.0x 5.7x

Brightcove $10.54 (35.1%) 35.5% 338 20 318 17.3% 16.4% 2.7x 2.5x 2.1x NM NM 27.2x 2.4x NM

XO Group $12.22 (22.6%) 38.5% 329 75 253 6.0% 5.1% 1.9x 1.8x 1.7x 16.0x 14.6x 13.6x 1.7x 10.6x

Spark Networks $5.67 (37.3%) 33.1% 135 11 124 (4.2%) 12.8% 1.8x 1.9x 1.7x NM NM 40.1x 2.9x NM

United Online $10.40 (83.3%) 13.0% 147 67 80 (6.2%) 1.9% 0.3x 0.4x 0.4x 5.5x 2.6x 2.2x 0.9x 8.7x

Median 3.4x 3.0x 2.5x 16.0x 13.0x 14.3x 2.9x 10.2x

Mean 7.0x 5.6x 4.3x 20.4x 15.8x 17.9x 5.3x 14.9x

Statistics exclude companies with <$50m Enterprise Value

EBITDA multiples >50 excluded

All estimates from Capital IQ and calendarized unless otherwise noted (as of 6/30/14)

Enterprise Value calculated as Equity Value plus total debt, minority interest and preferred stock, less cash and equivalents

Internet Content and Services

8

($ in millions, except per share amounts) % Dec./Inc. Fully Fully Enterprise Value / (Price as of 6/30/13)

Price from LTM Diluted Diluted YoY Revenue Growth Revenue EBITDA Enterprise Value CY Revenues

Company 6/30/2014 High Low Eq. Val. Net Cash Ent. Val. CY '14E CY '15E LTM CY '14E CY '15E LTM CY '14E CY '15E Revenue EBITDA

e-Commerce

Amazon.com $324.78 (20.4%) 17.2% $149,453 $5,519 $143,934 22.0% 20.3% 1.8x 1.6x 1.3x 38.0x 22.0x 16.4x 1.9x 34.9x

eBay $50.06 (16.1%) 4.2% 63,443 3,716 59,727 13.7% 14.2% 3.6x 3.3x 2.9x 12.0x 9.8x 8.8x 4.3x 13.0x

The Priceline Group $1,203.00 (12.8%) 44.7% 63,076 4,855 58,220 24.6% 19.5% 8.2x 6.9x 5.8x 21.7x 17.2x 14.1x 7.1x 15.3x

JD.com $28.51 (3.7%) 43.0% 38,997 689 38,307 56.7% 55.6% 3.0x 2.1x 1.4x NM NM NM NA NM

Netflix $440.60 (3.8%) 107.8% 26,413 768 25,645 24.5% 21.9% 5.5x 4.7x 3.9x NM 41.9x 28.3x 3.2x 43.7x

Liberty Interactive $29.36 (4.3%) 33.8% 14,254 (9,958) 24,212 (5.1%) 1.9% 2.1x 2.3x 2.2x 12.0x 12.1x 11.7x 2.2x 11.5x

Expedia $78.76 (3.7%) 72.4% 10,226 320 9,906 18.3% 12.9% 2.0x 1.8x 1.6x 15.2x 9.9x 8.7x 1.8x 11.8x

Sabre $20.05 (4.1%) 33.7% 5,304 (4,077) 9,380 (1.6%) 5.3% 3.1x 3.1x 3.0x 15.3x 11.1x 10.0x NA NA

Live Nation $24.69 (0.4%) 59.0% 4,955 (418) 5,373 11.3% (0.0%) 0.8x 0.7x 0.7x 10.5x 9.6x 8.6x 0.6x 7.6x

zulily $40.95 (44.3%) 42.4% 5,084 309 4,775 72.5% 45.9% 5.9x 4.0x 2.7x NM NM 40.9x NA NA

Copart $35.96 (4.2%) 18.4% 4,533 (188) 4,720 8.9% 7.6% 4.1x 3.9x 3.6x 12.6x 11.5x 10.2x 4.1x 12.1x

Mercadolibre $95.40 (34.7%) 20.0% 4,212 205 4,007 1.2% 19.4% 8.3x 8.4x 7.0x 23.3x 26.3x 21.7x 11.6x 27.6x

Groupon $6.62 (48.1%) 27.8% 4,516 1,041 3,475 24.3% 14.4% 1.3x 1.1x 0.9x 29.5x 11.8x 8.7x 1.9x 32.1x

HomeAway $34.82 (28.8%) 27.7% 3,256 457 2,799 27.3% 19.8% 7.5x 6.3x 5.3x 46.5x 23.5x 19.0x 8.2x 41.1x

GrubHub $35.41 (13.2%) 18.6% 2,790 113 2,678 69.2% 25.3% 15.8x 11.5x 9.2x NM 41.7x 31.5x NA NM

Coupons.com $26.31 (20.3%) 69.1% 2,040 198 1,842 32.2% 32.3% 10.1x 8.3x 6.3x NM NM 40.0x NA NA

Shutterfly $43.06 (28.1%) 18.6% 1,659 91 1,568 16.8% 15.4% 1.9x 1.7x 1.5x 20.0x 9.2x 7.2x 2.9x 22.7x

Vistaprint $40.46 (30.5%) 7.9% 1,347 (150) 1,497 10.6% 7.8% 1.2x 1.1x 1.0x 11.2x 7.9x 7.4x 1.6x 13.0x

RetailMeNot $26.61 (45.4%) 18.5% 1,429 157 1,273 34.2% 25.0% 5.5x 4.5x 3.6x 17.9x 12.8x 9.4x NA NA

Orbitz $8.90 (32.9%) 39.1% 971 (192) 1,163 8.0% 5.0% 1.4x 1.3x 1.2x 9.1x 7.5x 6.7x 1.4x 9.3x

Stamps.com $33.69 (31.8%) 24.0% 545 90 455 6.0% 7.9% 3.5x 3.4x 3.1x 12.5x 10.9x 10.0x 4.7x 15.3x

Liquidity Services $15.76 (58.9%) 30.8% 506 102 404 (0.5%) (2.3%) 0.8x 0.8x 0.8x 5.4x 5.3x 7.3x 2.1x 11.8x

1-800-Flowers.com $5.80 (19.1%) 28.0% 372 (2) 374 3.6% 4.4% 0.5x 0.5x 0.5x 9.6x 7.4x 6.2x 0.5x 8.5x

Blue Nile $28.00 (43.0%) 2.0% 339 56 283 9.1% 9.5% 0.6x 0.6x 0.5x 17.2x 11.1x 9.6x 1.0x 27.0x

Overstock.com $15.77 (55.7%) 9.1% 378 111 268 8.5% 3.3% 0.2x 0.2x 0.2x 12.9x 7.3x 6.3x 0.5x 25.9x

Digital River $15.43 (24.0%) 5.0% 504 257 247 (3.0%) 6.2% 0.7x 0.7x 0.6x 8.3x 5.4x 4.3x 0.8x 9.6x

PetMed Express $13.48 (24.1%) 11.1% 272 34 238 (0.3%) 2.4% 1.0x 1.0x 1.0x 8.1x 8.0x 7.4x 1.0x 7.4x

Travelzoo $19.35 (43.0%) 13.6% 285 61 224 (1.5%) 6.1% 1.4x 1.4x 1.4x 9.0x 8.1x 7.2x 2.3x 13.0x

Vitacost.com $6.26 (33.4%) 22.5% 213 29 184 11.6% 19.2% 0.5x 0.4x 0.4x NM NM 28.5x 0.7x NM

CafePress $5.17 (30.8%) 3.8% 89 20 69 1.4% 8.0% 0.3x 0.3x 0.3x 14.3x 7.9x 6.4x 0.4x 16.1x

Median 2.0x 1.7x 1.4x 12.8x 10.4x 9.4x 1.9x 13.0x

Mean 3.4x 2.9x 2.5x 16.3x 13.7x 13.9x 2.8x 18.7x

Statistics exclude companies with <$50m Enterprise Value.

EBITDA multiples >50 excluded

All estimates from Capital IQ and calendarized unless otherwise noted (as of 6/30/14)

Enterprise Value calculated as Equity Value plus total debt, minority interest and preferred stock, less cash and equivalents

e-Commerce

9

($ in millions, except per share amounts) % Dec./Inc. Fully Fully Enterprise Value / (Price as of 6/30/13)

Price from LTM Diluted Diluted YoY Revenue Growth Revenue EBITDA Enterprise Value CY Revenues

Company 6/30/2014 High Low Eq. Val. Net Cash Ent. Val. CY '14E CY '15E LTM CY '14E CY '15E LTM CY '14E CY '15E Revenue EBITDA

Interactive Marketing

Endurance International $15.29 (6.4%) 46.9% $1,974 ($1,025) $2,999 21.0% 15.4% 5.5x 4.8x 4.1x 43.2x 13.9x 10.9x NA NA

Web.com $28.87 (23.5%) 16.3% 1,490 (544) 2,034 21.2% 11.1% 4.0x 3.4x 3.1x 20.7x 11.8x 10.3x 4.4x 21.9x

Bankrate $17.54 (24.2%) 24.3% 1,837 (53) 1,890 19.7% 11.6% 3.9x 3.5x 3.1x 16.5x 12.8x 10.9x 3.5x 14.2x

Conversant $25.40 (11.8%) 36.4% 1,702 30 1,671 7.7% 8.1% 2.9x 2.7x 2.5x 8.2x 7.9x 7.1x 2.7x 8.9x

Criteo $33.77 (44.6%) 34.2% 1,948 317 1,631 50.1% 35.5% 2.4x 1.8x 1.3x 38.2x 24.3x 13.2x NA NA

comScore $35.48 (2.1%) 45.9% 1,237 29 1,208 13.1% 15.2% 4.1x 3.7x 3.2x 47.8x 18.8x 14.9x 3.1x 31.0x

Rocket Fuel $31.09 (56.8%) 61.0% 1,093 189 904 75.4% 57.1% 3.3x 2.1x 1.4x NM NM 24.3x NA NM

Constant Contact $32.11 (2.4%) 99.7% 1,008 131 877 15.8% 13.7% 3.0x 2.7x 2.3x 28.8x 14.5x 11.7x 1.5x 14.8x

Wix.com $19.84 (39.3%) 38.9% 747 100 647 65.0% 41.0% 6.9x 4.9x 3.5x NM NM NM NA NA

ChannelAdvisor $26.36 (47.2%) 73.9% 648 94 554 26.2% 27.5% 7.7x 6.5x 5.1x NM NM NM NA NA

The Rubicon Project $12.84 (44.7%) 15.2% 460 (37) 497 35.0% 31.6% 5.5x 4.4x 3.3x NM NM NM NA NA

Marchex $12.02 (6.4%) 121.3% 509 39 470 22.6% 9.8% 2.8x 2.5x 2.3x NM 32.3x 26.3x 1.5x 31.9x

Millennial Media $4.99 (52.4%) 72.1% 534 98 436 27.0% 17.7% 1.5x 1.3x 1.1x NM NM 17.3x 2.9x NM

Blinkx $1.09 (72.9%) 9.0% 435 130 304 44.9% 17.1% 1.2x 1.1x 0.9x 9.8x 6.5x 5.1x 2.8x 17.3x

Care.com $12.66 (56.7%) 32.4% 392 119 274 35.4% 31.6% 3.1x 2.5x 1.9x NM NM NM NA NA

TechTarget $8.82 (2.0%) 104.6% 288 29 260 15.8% 16.8% 2.8x 2.5x 2.2x 39.1x 15.6x 10.2x 1.5x 37.1x

Tree.com $29.14 (16.9%) 76.2% 330 89 240 17.5% 7.1% 1.6x 1.5x 1.4x 23.7x 11.5x 9.0x 1.3x 12.0x

Sizmek(1)

$9.53 (28.1%) 13.5% 290 83 207 14.4% 13.1% 1.2x 1.1x 1.0x 10.2x 8.8x 6.3x NA NM

QuinStreet $5.51 (43.3%) 8.0% 241 39 203 (5.7%) 3.8% 0.7x 0.7x 0.7x 9.6x 7.8x 7.0x 1.1x 13.3x

Tremor Video $4.72 (57.4%) 31.5% 238 87 150 22.5% 24.7% 1.1x 0.9x 0.7x NM NM NM NA NA

YuMe $5.90 (51.2%) 25.0% 191 50 141 28.2% 26.3% 0.9x 0.7x 0.6x NM 38.8x 10.0x NA NA

ReachLocal $7.03 (51.3%) 19.8% 203 74 129 (1.5%) 9.1% 0.2x 0.3x 0.2x 27.8x 48.0x 5.3x 0.5x 19.8x

Median 2.8x 2.5x 2.0x 23.7x 13.9x 10.3x 2.1x 17.3x

Mean 3.0x 2.5x 2.1x 24.9x 18.2x 11.8x 2.2x 20.2x

($ in millions, except per share amounts) % Dec./Inc. Fully Fully Enterprise Value / (Price as of 6/30/13)

Price from LTM Diluted Diluted YoY Revenue Growth Revenue EBITDA Enterprise Value CY Revenues

Company 6/30/2014 High Low Eq. Val. Net Cash Ent. Val. CY '14E CY '15E LTM CY '14E CY '15E LTM CY '14E CY '15E Revenue EBITDA

Marketing Services

WPP $21.79 (18.6%) 13.4% 28,224 (4,276) 32,501 3.3% 6.2% 1.7x 1.7x 1.6x 10.7x 9.8x 9.2x 1.8x 9.3x

Alliance Data Systems $281.25 (6.4%) 64.2% 15,246 (9,443) 24,689 22.1% 10.2% 5.5x 4.7x 4.2x 18.6x 15.8x 14.1x 4.5x 13.5x

Nielsen $48.41 (0.5%) 49.4% 18,371 (6,438) 24,809 11.5% 5.2% 4.2x 3.9x 3.7x 17.9x 13.3x 12.3x 3.3x 13.9x

Experian $16.90 (22.5%) 2.7% 16,750 (4,090) 20,840 2.3% 11.5% 4.2x 4.3x 3.9x 12.4x 11.8x 11.0x 4.3x 12.7x

Publicis $84.80 (12.0%) 13.1% 17,680 738 16,943 3.5% 5.5% 1.8x 1.7x 1.6x 9.4x 9.2x 8.6x 1.6x 7.6x

Dentsu $40.73 (5.7%) 36.1% 11,742 (1,375) 13,117 13.6% 2.7% 0.6x 0.6x 0.5x 10.5x 10.3x 9.3x 0.5x 13.3x

Equifax $72.54 (1.2%) 23.5% 8,852 (1,573) 10,425 6.4% 7.7% 4.5x 4.3x 3.9x 12.5x 12.2x 11.2x 3.9x 10.7x

Interpublic Group $19.51 (1.3%) 33.7% 8,265 (1,161) 9,426 4.7% 4.6% 1.3x 1.3x 1.2x 10.8x 9.8x 8.7x 1.0x 8.9x

Havas $8.21 (6.2%) 23.6% 3,366 (286) 3,652 1.7% 3.9% 1.5x 1.5x 1.4x 9.9x 9.1x 8.5x 1.2x 7.2x

Acxiom $21.69 (44.8%) 6.8% 1,671 101 1,570 (5.0%) 3.7% 1.4x 1.5x 1.5x 7.9x 7.3x 7.0x 1.6x 9.4x

MDC Partners $21.40 (21.4%) 83.1% 1,059 (979) 2,038 9.7% 7.4% 1.7x 1.6x 1.5x NM 11.1x 10.0x 1.1x NM

Harte-Hanks $7.19 (29.0%) 8.6% 451 (10) 462 1.2% 3.5% 0.8x 0.8x 0.8x 7.7x 6.7x 6.5x 0.8x 9.2x

Median 1.7x 1.7x 1.6x 10.7x 10.0x 9.2x 1.6x 9.4x

Mean 2.4x 2.3x 2.2x 11.7x 10.5x 9.7x 2.1x 10.5x

(1) Represents Digital Generation’s online advertising assets after spin-off

Statistics exclude companies with <$50m Enterprise Value

EBITDA multiples >50 excluded

All estimates from Capital IQ and calendarized unless otherwise noted (as of 6/30/14)

Enterprise Value calculated as Equity Value plus total debt, minority interest and preferred stock, less cash and equivalents

Interactive Marketing & Marketing Services

10

Section II: Mergers and Acquisitions Activity

11

06/30/14 TapCommerce provides mobile marketing customer engagement

and retargeting services, and related mobile advertising bidding

exchange access

Offers mobile app marketers more robust capabilities for

app re-engagement and service solutions for real-time

programmatic buying and better measurement abilities

$100.0 NA NA

06/26/14 Acceller provides online consumer content syndication services and

SaaS to enable advertisers to post marketing content on comparison

shopping directories

Creates the leading customer acquisition and retention

platform, differentiated by its ability to deliver products

and services at a scale not yet seen in the marketplace

NA NA NA

06/24/14 AdColony provides mobile video advertising and application

monetization software development kit (SDK) to enable video ad

placement in mobile applications

Strengthens Opera as global leader in mobile advertising,

with a combined audience reach north of 700 million

consumers

$75.0 1.4x 9.5x

06/23/14 MICROS provides point-of-sale (POS) systems, e-Commerce and

transaction processing software for the retail, hospitality,

entertainment and gaming sectors globally

Expands sales of Oracle's marketing, ERP and HCM

software by leveraging MICROS' relationships in the

restaurant and hotel industries

$4,641.0 3.5x 18.1x

06/20/14 Dropcam provides WiFi-enabled home security digital video

equipment and related home monitoring SaaS and mobile application

for consumers

Reflects Nest Lab's ambitions to own the home

automation market in the face of increasing competition

from Honeywell and others

$555.0 NA NA

06/16/14 ShipStation provides e-Commerce, order fulfillment and shipping

automation SaaS to enable businesses to collect and manage orders

from a range of online marketplaces

Offers multi-carrier shipping options, and automation

features like custom hierarchical rules and product

profiles that allow customers to optimize their shipping

$50.0 NA NA

06/13/14 OpenTable provides restaurant reservation and management

software for restaurants

Allows Priceline to leverage its international presence to

expand OpenTable's overseas business as well as

provides cross-marketing opportunities

$2,482.4 12.5x 52.4x

06/10/14 Adconion Direct provides online cross-channel advertising (mobile,

web, video, email and social media), SEO and related marketing

analytics SaaS for marketers and businesses

Brings Amobee the ability to send targeted ads to

individuals across different ad channels (mobile, video,

display, social, etc.)

$235.0 1.3x NA

06/10/14 Kontera provides online and social media content analytics and data

aggregation SaaS that measures consumer trends, to enable

targeted advertising for marketers and businesses

Offers Amobee technology that improves contextual

understanding of where and how ads are placed on the

Web and mobile devices

$150.0 5.8x NA

06/04/14 emedia provides business-to-business (B2B) marketing content and

advertising services

Combines B2B units of each company which combined

will feature an email database of over 20 million

NA NA NA

06/09/14 Viacom's gaming assets includes Addicting Games, GameTrailers

and Shockwave found online through www.addictinggames.com and

at other destinations

Deepens DEFY's gaming and entertainment portfolio,

which now includes GameTrailers, SMOSH Games,

award-winning The Escapist, and Gamefront

NA NA NA

06/03/14 Internet Brands operates a network of auto, health, travel, money,

home, business and shopping community, e-Commerce and

informational websites for consumers and businesses globally

Strengthens Internet Brands transition from a portfolio of

web assets to a vertically integrated provider of media

and client software solutions

$1,100.0 NA NA

06/02/14 Cozi provides a free mobile application to schedule family-oriented

events for consumers

Provides Time Inc. a new product development hub as

well as a foothold in the rapidly growing productivity

category

NA NA NA

05/28/14 Beats Electronics provides headphones, earbuds, speakers and

related accessories for consumers

Extends Apple's music lineup, from free streaming with

iTunes Radio to a world-class subscription service in

Beats, and of course buying music from the iTunes Store

$3,000.0 NA NA

5/27/2014 (2) Check provides mobile bill payment software enabling users to

monitor bank accounts and set up automatic payments for utilities,

mortgages and other recurring bills

Offers Intuit a critical consumer payments capability that

will allow the company to streamline interactions between

consumer and small business customers

$360.0 24.0x NA

/

($ in millions) Enterprise Value

Target Business Acquirer Enterprise LTM LTMDate Acquirer Target Description Rationale Value

(1) Revenue EBITDA

Source: Signal Hill Database

Q2 2014 Notable Internet & Digital Media M&A Activity

12

($ in millions) Enterprise Value

Target Business Acquirer Enterprise LTM LTMDate Acquirer Target Description Rationale Value

(1) Revenue EBITDA

Source: Signal Hill Database

Q2 2014 Notable Internet & Digital Media M&A Activity

05/07/14 Caring.com provides an online information, review and directory

information for seniors' caregivers

Enhances Bankrate's ability to attract an audience of

family caregivers through its editorial content, robust tools

and professionally trained senior living advisors

$57.0 NA NA

05/06/14 Convertro provides marketing campaign measurement SaaS that

identifies which marketing campaigns result in sales conversions

Provides AOL software to sell advertising on its Web

properties and partners' websites by giving marketers

software to analyze the effectiveness of those ads

$89.0 8.1x NA

05/06/14 LaFourchette provides online flight, hotel and vacation home

reservation services for consumers globally through a network of

websites

Brings TripAdvisor into the global restaurant reservation

market and adds a bit of spice to its typical travel

information/reservation purchase

NA NA NA

05/06/14 Adometry provides online advertising analytics and customer

analytics SaaS for businesses and advertisers

Improves the performance of Google's marketing

campaigns as the company faces a slowdown in part of

its ad business

$150.0 7.5x NA

05/05/14 PNI Digital Media provides consumer product personalization SaaS

that enables retailers to design and sell customized photo prints and

gifts online, in stores and via consumer-facing kiosks

Provides Staples' customers easy access to personalized

products and related services

$67.0 2.9x NA

04/10/14 Iconology provides a website for viewing, rating and reviewing comic

books and graphic novels from publishers and independent creators

for consumers and businesses

Brings comiXology's Guided View technology for reading

comics and graphic novels to even more readers through

Amazon's customer base

NA NA NA

04/08/14 PowerReviews provides an online community management and

moderation service that enables online retailers to add customer-

generated product reviews, recommendations and opinions

Adds a fellow consumer rating technology provider for a

fraction of the $152m that Bazaarvoice originally paid for

PowerReviews due to pressure from anitrust regulators

$30.0 1.8x 3.4x

04/07/14 Vocus provides public relations management and business

intelligence (BI) software as a service (SaaS) for businesses

Extends GTCR into the pricey marketing software

industry with a value play

$413.1 2.2x NM

04/02/14 Mass Relevance provides social media analytics, customer

engagement and marketing automation SaaS to enable media and

advertising agencies to monitor various social media outlets

Offers both brands the ability to stay on top of market

trends, and be smarter about how to engage customers in

social experiences that build lasting relationships

NA NA NA

(1) Transaction value used as proxy where enterprise value not available

(2) Target operating metrics based on either analyst or research estimates

13

2014: Appurify (mobile application testing SaaS)

2014: Dropcam (security camera systems provider)

2014: mDialog (video stream advertising SaaS)

2014: Skybox Imaging (camera & imaging specific satellite)

2014: Appetas (restaurant website design SaaS)

2014: Adometry (online advertising analytics SaaS)

2014: Quest Visual (mobile language translation application)

2014: Nest Labs (smart thermostat systems provider)

Deals (number) over trailing four quarters: 34

Deals (value disclosed)2 over trailing four quarters: $4,535mm

2014: Pryte (mobile application distribution SaaS)

2014: Moves (mobile fitness application)

2014: Oculus VR (virtual reality gaming headsets)

2014: WhatsApp (mobile messaging applications)

2014: Branch Media (online social conversation service)

2013: SportStream (sports media monitoring SaaS)

2013: Onavo (consumer-focused data management application

provider and web analytics SaaS)

Deals (number) over trailing four quarters: 14

Deals (value disclosed)2 over trailing four quarters: $21,000mm

2014: Blink (time-sensitive mobile messaging application)

2014: Vizify (personal website construction software)

2014: Wander (visual diary mobile application)

2014: Incredible Labs (predictive personal assistant application)

2014: Anchor (team communication mobile applications)

2014: Cloud Party (browser-based virtual video games)

2014: Aviate (behavior-based recommendation application)

Deals (number) over trailing four quarters: 27

Deals (value disclosed)2 over trailing four quarters: NA

Select Recent Acquisitions Number of Acquisitions1

Source: 451 Research

(1) Includes only deals that were publicly announced, may not include acquisitions of intangible assets and smaller

acquisitions that were not announced

(2) Includes values for only publicly disclosed deal values

Leading Acquirer Activity

2733

1620

712

0

10

20

30

40

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

11 12

16

11

4 3

0

5

10

15

20

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

5 4 2

30

8

10

10

20

30

40

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

14

2014: Iconology (online comic enthusiast website)

2014: Double Helix Games (video game software developer)

2013: GoPago (tablet-based POS systems technology)

2013: TenMarks (online math instruction services)

2013: Liquavista (electrowetting color video display provider)

2013: Evi Technologies (mobile speech recognition software)

2013: Goodreads (literature social networking website) Deals (number) over trailing four quarters: 4

Deals (value disclosed)2 over trailing four quarters: NA

2014: Applications Technology (machine translation software)

2014: PhiSix (3D apparel simulation software)

2013: Shutl (online delivery service)

2013: Bureau of Trade (online product aggregation and daily

deal recommendation service)

2013: Braintree Payment Solutions (online and mobile payment

APIs)

2013: Decide.com (online price-prediction shopping service) Deals (number) over trailing four quarters: 9

Deals (value disclosed)2 over trailing four quarters: $800mm

2014: DC Storm (digital advertising analytics software)

2014: Viber Media (mobile messaging and VoIP application)

2013: Viki (crowdsourced subtitled online video content provider)

2013: PopShops.com (retail product and online coupon

aggregation service)

2013: Webgistix (e-Commerce order management SaaS)

2012: ADS e-Commerce Logistics (e-Commerce logistic and

fulfillment services)

2012: Wuaki.tv (Spanish movie and TV show streaming website)

Deals (number) over trailing four quarters: 4

Deals (value disclosed)2 over trailing four quarters: $900mm

Select Recent Acquisitions Number of Acquisitions1

Leading Acquirer Activity

Source: 451 Research

(1) Includes only deals that were publicly announced, may not include acquisitions of intangible assets and smaller

acquisitions that were not announced

(2) Includes values for only publicly disclosed deal values

5

7

1

6

1 1

0

2

4

6

8

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

5

11

3

9

1 1

0

5

10

15

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

2

45

3

1 1

0

2

4

6

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

15

Select Recent Acquisitions Number of Acquisitions1

2014: Capptain (mobile application analytics)

2014: GreenButton (cloud middleware software for HPC)

2014: Junction Solutions [JunctionMCR divison] (Microsoft-

based retail software division

2014: Parature (customer service automation SaaS)

2013: Nokia [devices and services] (smartphone, patent license

and mapping services of Nokia)

2013: Blue Horseshoe [assets] (warehouse and transportation

SCM software)

Deals (number) over trailing four quarters: 10

Deals (value disclosed)2 over trailing four quarters: $5,010mm

2014: MICROS Systems (PoS software provider)

2014: LiveLOOK (CRM co-browsing & live chat application)

2014: GreenBytes (VDI storage optimization appliances)

2014: BlueKai (data management and analytics SaaS)

2013: Responsys (email marketing SaaS provider)

2013: Bitzer Mobile (mobile enterprise management software)

2013: BigMachines (CPQ sales automation SaaS)

2013: Compendium (multi-channel content marketing SaaS)

Deals (number) over trailing four quarters: 9

Deals (value disclosed)2 over trailing four quarters: $7,763mm

2013: Cloudconnect.com (database integration and

synchronization SaaS)

2013: EdgeSpring (business intelligence data analytics software)

2013: ExactTarget (marketing automation SaaS provider)

2013: Clipboard (online social bookmarking services )

2013: EntropySoft (content integration SaaS and systems)

2012: BlueTail (data mining software provider)

2012: GoInstant and Thinkfuse (team collaboration SaaS)

Deals (number) over trailing four quarters: 2

Deals (value disclosed)2 over trailing four quarters: $3,900mm

Leading Acquirer Activity

Source: 451 Research

(1) Includes only deals that were publicly announced, may not include acquisitions of intangible assets and smaller

acquisitions that were not announced

(2) Includes values for only publicly disclosed deal values

2

89

8

32

0

5

10

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

10 911

7

2 3

0

5

10

15

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

6

8

65

0 00

5

10

2010 2011 2012 2013 Q1 2014 Q2 2014

Number of Acquisitions

16

Section III: Private Placement Activity

17

06/30/14 Yik Yak Yik Yak develops and delivers Yik Yak, a social messaging application for hyper-local engagement on

iOS and Android devices.

DCM; Azure Capital Partners; Renren; Tim Draper $10.0

06/28/14 Chloe + Isabel Chloe + Isabel operates an online shop for hand-crafted jewelry for women. It offers necklaces,

bracelets, earrings, and rings.

Softbank Capital; General Catalyst Partners; First Round

Capital; Forerunner Ventures; Floodgate Fund

$15.0

06/27/14 Fingerprint Fingerprint develops mobile learning and play games for kids and grown-ups. DreamWorks Animation $10.9

06/27/14 IgnitionOne IgnitionOne provides cloud-based digital marketing solutions for online marketers worldwide. ABS Capital Partners; Brown Savano; SoftBank Capital $20.0

06/26/14 Sport Ngin Sport Ngin designs and develops web and mobile-based software solutions for youth, amateur and

professional sports organizations.

Causeway Media Partners; ICON Venture Partners $25.0

06/26/14 TasteMade TasteMade, a media company, produces and delivers programs for international community of food

lovers.

Comcast Ventures; Raine Ventures; Redpoint Ventures;

Scripps Network Interactive

$25.0

06/26/14 Wickr Wickr provides a mobile communication application that provides military-grade encryption of text,

picture, audio and video messages.

Breyer Capital; CME Group; Juniper Networks, Investment

Arm; Knight Foundation, Investment Arm; Wargaming.net

$30.0

06/24/14 RelayRides RelayRides engages in neighbor-to-neighbor car sharing business in the United States. August Capital; Canaan Partners; Google Ventures; Shasta

Ventures

$25.0

06/19/14 TouchofModern Whitehawk Ventures, doing business as TouchOfModern, owns and operates a design-oriented flash

sales site.

Great Oaks Venture Capital; Lucas Venture Group; Partech

Ventures; Silicon Valley Bank; Floodgate; Hillsven Capital

$14.0

06/13/14 VigLink VigLink provides a solution to affiliate links on the web. Its solution enables publishers to automatically

affiliate the links in user’s content to get paid when their readers click or purchase.

Correlation Ventures; Emergence Capital Partners; First

Round Capital; Google Ventures; RRE Ventures

$18.0

06/12/14 Webtrekk Webtrekk develops web analytics and website optimization solutions for enterprises worldwide. DPE Deutsche Private Equity $33.9

06/12/14 SiSense SiSense provides data analytics and business intelligence solutions. Battery Ventures; Draper Fisher Jurvetson; Genesis Partners;

Opus Capital

$30.0

06/09/14 Placed Placed provides location-driven insights and mobile advertising intelligence. Madrona Venture Group; Two Sigma Ventures $12.6

06/09/14 Washio Wash.io develops web-based service for eco-friendly laundry and dry cleaning services. Canaan Partners; Grade-A Investments; Pejman Mar

Ventures; Sherpa Ventures

$10.5

06/09/14 About.me About.me provides an online service that allows users to create and manage their own identity on the

web.

Bullpen Capital; CrunchFund; Foundry Group; Google

Ventures; SoftTech VC; True Ventures

$11.0

06/06/14 Handybook Handybook provides cleaning, handyman, and general labor services for households. General Catalyst Partners; Highland Capital Partners;

Revolution Growth

$30.0

06/06/14 Uber Uber offers online car booking services via mobile phones. BlackRock; Fidelity Investments; Google Ventures; Kleiner

Perkins Caufield & Byers; Menlo Ventures; Summit Partners

$1,400.0

06/05/14 Yieldbot Yieldbot predictive and actionable data intelligence company, leverages publisher site data using visitor

referrer data and site click stream data.

SJF; RRE Ventures; New Atlantic Ventures; Common Angels;

City National Bank

$18.0

06/03/14 Offerpop Offerpop operates a fan marketing platform for Facebook and Twitter. CommonAngels; Edison Venture Fund; Hearst Ventures;

Mesco; Salesforce.com; Windcrest Partners

$15.0

Source: Signal Hill Database

Includes transactions $10 million or greater

Q2 2014 Select IDM Private Placements ($ in millions)

Announced Investment

Date Target Description of Target Company Investors Size

18

06/02/14 MediaMath MediaMath develops marketing operating systems. Akamai Technologies; Catalyst Investors; Observatory Capital

Management; Safeguard Scientifics; Spring Lake

$100.0

06/04/14 Yext Yext operates as a local advertising technology company. Insight Venture; Sutter Hill Ventures; Institutional Venture

Partners

$50.0

06/04/14 Kobalt Music Group Kobalt Music Group operates as a music publisher. Balderton Capital; MSD Capital $140.0

06/03/14 Invaluable Invaluable provides marketing and e-Commerce services. Ascent Venture Partners; Commonwealth Capital Ventures;

Insight Venture Partners

$33.8

05/30/14 Hipmunk Hipmunk operates as a travel search site. Its interface enables users to search, browse and filter flight

search results.

Oak Investmet Partners $20.0

05/22/14 Brandwatch Brandwatch operates as a social media monitoring company. Highland Capital Partners; Nauta Capital $22.0

05/22/14 DoorDash DoorDash provides restaurant food delivery services. Charles River Ventures; Khosla Ventures; Pejman Mar

Ventures; Sequoia Capital

$17.3

05/20/14 Thumbtack Thumbtack, provides a marketplace and review site for local services, such as handymen, tutors or

gardeners.

Sequoia Capital; Tiger Global Management $30.0

05/20/14 Captora Captora provides inbound marketing acceleration software solutions. Bain Capital Ventures; New Enterprise Associates $22.0

05/20/14 NoWait NoWait offers a mobile software for hospitality industry. Drive Capital $10.0

05/20/14 Bislr Bislr provides intelligent marketing solutions for professional marketers. Rembrandt Venture Partners; Southern Cross Venture

Partners

$10.0

05/15/14 SpoonRocket SpoonRocket prepares gourmet meals and provides food-delivery service. Foundation Capital $11.0

05/15/14 Pinterest Pinterest provides an online tool that enables users to collect, organize and pin things that they find on

websites and blogs.

Andreessen Horowitz; Bessemer Venture Partners; Fidelity

Investments; FirstMark Capital; SV Angel

$200.0

05/15/14 The Whistle The Whistle operates as the first sports entertainment network created to serve young fans and

athletes, providing compelling, quality content on multiple platforms.

Peyton Manning, Derek Jeter, Emil Capital and Bob Pittman $10.0

05/13/14 Swagbucks Swagbucks provides online rewards and loyalty programs. Technology Crossover Ventures $60.0

05/12/14 Wochit Wochit produces news content videos. Cedar Fund; Greycroft Partners; Marker; Redpoint Ventures $11.2

05/09/14 iZettle iZettle a payment service provider, offers services for person-to-person and business-to-consumer

commerce .

Creandum; Dawn Capital; Greylock Israel Partners; Index

Ventures; Intel Capital; SEB Asset Management

$55.1

05/08/14 Talenthouse Talenthouse engages in creating contests and voting widgets that connect celebrities/artists with people

and opportunities for recognition and compensation.

First Artist Bank; Starwatch Entertainment $10.0

05/08/14 Udemy Udemy operates a website that empowers users to teach and learn online. Insight Venture Partners; MHS Capital; Norwest Venture

Partners

$32.0

Source: Signal Hill Database

Includes transactions $10 million or greater

Q2 2014 Select IDM Private Placements ($ in millions)

Announced Investment

Date Target Description of Target Company Investors Size

19

05/07/14 Attensity Group Attensity Group provides corporate insight services based on proprietary data contextualization. Aeris Capital $110.0

05/06/14 Network Merchants Network Merchants builds and delivers e-Commerce payment gateway solutions for companies that

process retail and online transactions in real-time worldwide.

Great Hill Partners undisclosed

05/06/14 Visual Supply Co Visual Supply Co, an art and technology company, provides an ecosystem of digital tools, services and

community for modern creatives.

Accel Partners; Goldcrest Investments $40.0

05/01/14 Shop.ca SHOP.CA operates a cloud Marketplace-as-a-Service destination for approved partners to list, price and

sell their products and services online to customers.

Difference Capital Financial; Shaw Ventures; Slaight

Communications; Torstar Corporation

$28.4

04/30/14 Blue Apron Blue Apron offers once-a-week subscription services delivering ingredients to users to make meals. Bessemer Venture Partners; First Round Capital; Stripes

Group

$50.0

04/29/14 Sprinklr Sprinklr offers enterprise social media management solutions for large enterprises. Battery Ventures; ICONIQ Capital; Intel Capital $40.0

04/29/14 Farfetch Farfetch unites independent fashion boutiques online for customers to buy designer fashion brands

worldwide.

Advent Venture Partners; Conde Nast International,

Investment Arm; Vitruvian Partners

$66.0

04/28/14 Caviar Caviar provides an online menu and delivery service for high-end restaurants. Tiger Global Management $13.0

04/28/14 Mic Network Mic Network operates an online news platform. Silicon Graphics International; WebMD Health $10.0

04/24/14 ShopKeep Provider of cloud-based mobile point-of-sale system. Canaan Partners; Contour Venture Partners; Tribeca Venture

Partners; TTV Capital

$25.0

04/24/14 Wish Wish operates as a mobile social platform for discovering, collecting and sharing products with friends. GGV Capital; Formation8; Jerry Yang $19.0

04/22/14 Weebly Weebly provides online website creation services. Sequoia Capital; Tencent $35.0

04/22/14 Tubular Labs Tubular provides marketing and analytics tools that help brands increase and engage with their

audience on YouTube.

Canaan Partners; FirstMark Capital; Lerer Ventures $11.0

04/21/14 Wanderful Media Wanderful Media owns and operates Find&Save, a comprehensive collection of local sales and

products.

Belo; Advance Digital; Community Newspaper Holdings; Cox

Media Group; Gannett

$14.5

04/21/14 AdRoll AdRoll, an advertising company, operates a retargeting platform for advertisers worldwide. Accel Partners; FLOODGATE; Foundation Capital; Institutional

Venture Partners; Merus Capital

$70.0

04/21/14 Birchbox Birchbox sells beauty care products online and offers skincare products, makeup products, hair care

products, body care products, nails polishes and polish removers.

Accel Partners; Aspect Partners; Comcast Ventures;

Consigliere Brand Capital; First Round Capital

$60.0

04/18/14 airbnb airbnb provides a community marketplace for people to list, discover and book accommodations around

the world via online or from a mobile phone.

Dragoneer Investment Group; Sequoia Capital; T. Rowe Price

Group; TPG Growth

$450.0

04/17/14 Citymapper Citymapper provides a mobile and web-based transit application for New York City, London, Paris and

Berlin.

Balderton Capital; Connect Ventures; Greylock Partners; Index

Ventures

$10.0

04/16/14 Agilone Agilone provides data from transactions, customers, promotions, email, web, mobile, and social and

combines, cleanses and processes with predictive analytics.

Mayfield Fund; Next World Capital; Sequoia Capital; Tenaya

Capital; The Four Rivers Group

$25.0

Source: Signal Hill Database

Includes transactions $10 million or greater

Q2 2014 Select IDM Private Placements ($ in millions)

Announced Investment

Date Target Description of Target Company Investors Size

20

04/16/14 Campaign Monitor Campaign Monitor develops a software for managing email marketing campaigns. Insight Venture Partners $250.0

04/15/14 Kinetic Social Kinetic Social provides a social advertising delivery platform. Blue Chip Venture Company $18.0

04/15/14 Paperless Post Paperless Post provides online invitation and stationery tools to design graphical and interactive

messages.

August Capital; Draper Fisher Jurvetson; Mousse Partners;

RRE Ventures; SV Angel

$25.0

04/15/14 Squarespace Squarespace provides SaaS DIY tools that allow creative professionals, businesses, bloggers and web

developers to create and maintain websites.

General Atlantic $40.0

04/15/14 Avvo Avvo operates an online legal marketplace, Q&A forum and directory. Benchmark Capital; Coatue Management; DAG Ventures;

Ignition Partners

$37.5

04/11/14 Crowdrise CrowdRise owns and operates an online fundraising website for individual fundraisers, non-profit

fundraising and event fundraising.

RatPac-Dune Entertainment; Spark Capital; Union Square

Ventures

$23.0

04/10/14 The Hunt The Hunt operates an online community website that helps consumers find and purchase items inspired

by the photos on social networks such as Pinterest.

Javelin Venture Partners; Khosla Ventures $10.0

04/10/14 Origo Networks

[AppDirect]

Origo Networks provides a cloud service marketplace and management platform that enables

companies to distribute web-based software applications and other products.

Foundry Group; iNovia Capital; Mithril Capital Management $35.0

04/09/14 InsideSales.com InsideSales.com provides a cloud-based sales acceleration platform. Acadia Woods Partners; EPIC Ventures; Hummer Winblad

Venture Partners; Polaris Partners; Salesforce.com

$100.0

04/09/14 Quora Quora operates a website that is a collection of questions and answers created, edited, and organized

by everyone who uses it.

Benchmark Capital; Matrix Partners; North Bridge Venture

Partners; Tiger Global Management

$80.0

04/08/14 Wattpad Wattpad operates a community for readers and writers to discover, connect and share stories on the

web and mobile devices.

AME Cloud Ventures; August Capital; Golden Venture

Partners; Khosla Ventures; Northleaf Capital Partners

$46.0

04/07/14 Kenshoo Kenshoo provides a search engine marketing platform (SEM) for campaign management to agencies,

advertisers and affiliate marketers internationally.

Arts Alliance Advisors; Bain Capital; Sequoia Capital; Sequoia

Capital China; Tenaya Capital

$20.0

04/01/14 fisoc [Buzz Points] fisoc develops web and mobile based loyalty platform such as Buzz Points. Discover Financial Services; KEC Ventures; Greycroft

Ventures

$19.0

04/01/14 Smule Smule develops music applications that enable users to create, discover, love and enjoy music. Bessemer Venture Partners; Granite Ventures; Roth Capital

Partners; Shasta Ventures

$17.2

Source: Signal Hill Database

Includes transactions $10 million or greater

Q2 2014 Select IDM Private Placements ($ in millions)

Announced Investment

Date Target Description of Target Company Investors Size

21

Section IV: IPO Activity

22

LTM Performance

Revenue

($mm)

EBITDA

($mm)

EV /

Revenue

(6/30)

EV /

Revenue

(IPO)

Revenue

Growth

EBITDA

Margin

1st

Week

1st

MonthYTD

5/22/2014 JD $1,780 $16.00 - $18.00 $19.00 $12,590 ($661) 3.0x 2.2x 89.7% NM 33.7% 33.9% 50.1%

5/16/2014 TRUE $70 $12.00 - $14.00 $9.00 $153 ($19) 6.6x 4.4x 91.3% NM 2.4% 51.9% 64.2%

4/17/2014 SABR $627 $18.00 - $20.00 $16.00 $3,046 $615 3.1x 2.4x 2.4% 20.2% 5.3% 1.8% 25.3%

4/17/2014 WB $286 $17.00 - $19.00 $17.00 $230 ($27) 18.8x 20.3x 248.8% NM 20.2% 16.2% 20.5%

4/04/2014 GRUB $193 $23.00 - $25.00 $26.00 $170 $39 15.8x 17.8x 106.5% 23.0% 29.4% 19.4% 36.2%

4/02/2014 RUBI $102 $15.00 - $17.00 $15.00 $90 ($3) 5.5x 3.2x 58.1% NM 33.5% (1.6%) (14.4%)

Initial Indicated

Range

Offer

Price

Pricing

DateCompany Ticker

Offer

Size

($mm)

LTM*

Revenue

($mm)

EBITDA

($mm)

Revenue

Growth

EBITDA

Margin

6/9/2014 GoDaddy $100 $1,188 $9 30.4% 0.8%

6/4/2014 Travelport $100 $2,100 $503 4.9% 24.0%

5/6/2014 Alibaba $1,000 $8,446 $4,479 52.1% 53.0%

3/26/2014 TubeMogul $81 $57 ($6) 67.5% NM

3/24/2014 Box $150 $124 ($142) 111.2% NM

Original Filing Date Company Offer Size ($mm)

*At most recent filing date

Note: As of July 2014, TubeMogul has priced its IPO

IPOs Filed

IPOs Priced

Source: Capital IQ

Internet & Digital Media IPO Activity

23

$0

$7

$14

$21

$28

$35

3/31/2014 4/30/2014 5/31/2014 6/30/2014

$0

$8

$16

$24

$32

$40

3/31/2014 4/30/2014 5/31/2014 6/30/2014

GrubHub (GRUB) JD.com (JD)

Date of IPO: 4/4/2014

Exchange: NYSE

Offer Size: $193 mm

Commentary: GrubHub, the online food ordering

company, priced its shares at $26, higher than the

anticipated $23-$25 range. On its market debut, the

stock price jumped as high as 50%, before closing at

$34. The Company says proceeds from the offering

will be reinvested in the business, which suffered an

$8.5 million drop in Net Income from $15.2 million

over the last year.

Date of IPO: 5/22/2014

Exchange: NASDAQ

Offer Size: $1,780 mm

Commentary: JD.com, the Chinese online direct

sales company that also provides delivery services

to shoppers, gained 10% in its first day of trading

after closing at $20.90. The successful offering

marked a growing affinity for Chinese e-Commerce,

despite expectations that the company will remain

unprofitable until 2016. The Company will use the

money raised to pay off debts of $18 million and will

retain the rest as cash for liquidity and flexibility.

Offer Price: $26.00

Offer Price: $19.00

6/30 Price: $35.41

6/30 Price: $28.51

Q2 2014 IPOs

Source: Capital IQ, Wall Street Research

24

$0

$5

$10

$15

$20

$25

3/31/2014 4/30/2014 5/31/2014 6/30/2014

$0

$5

$10

$15

$20

$25

3/31/2014 4/30/2014 5/31/2014 6/30/2014

The Rubicon Project (RUBI) Sabre (SABR)

Date of IPO: 4/2/2014

Exchange: NYSE

Offer Size: $102 mm

Commentary: On its debut, The Rubicon Project, a

tech company that provides advertising automation

solutions, closed 33% above its offer price at $20.09.

The stock has since fallen below its offer price of $15.

IPOs in the ad tech industry have been eclectic in

nature with Criteo and Rocket Fuel outperforming

several video companies. CEO Frank Addante plans

to inject $81.3 million of the cash raised into the

Company, while sending $20 million to shareholders.

Date of IPO: 4/17/2014

Exchange: NASDAQ

Offer Size: $627 mm

Commentary: Sabre, the travel booking wholesaler

that owns Travelocity, priced its shares below the

expected $18-$20 range at $16. The Company was

bought out by TPG Capital and Silver Lake Partners

in 2007 for $5 billion and has improved with the

booming travel and tourism industry. Revenues grew

2.5% in 2013 to $3 billion, while global air travel and

hotel spending is expected to grow 5% annually until

2017.

Offer Price: $15.00

Offer Price: $16.00

6/30 Price: $12.84

6/30 Price: $20.05

Q2 2014 IPOs

Source: Capital IQ, Wall Street Research

25

$0

$5

$10

$15

$20

$25

3/31/2014 4/30/2014 5/31/2014 6/30/2014

$0

$4

$8

$12

$16

$20

3/31/2014 4/30/2014 5/31/2014 6/30/2014

TrueCar (TRUE) Weibo (WB)

Date of IPO: 5/16/2014

Exchange: NASDAQ

Offer Size: $70 mm

Commentary: TrueCar, which operates an online

car shopping and research site, priced its offering

well below the expected range at $9. The company

pushed forward with its offering despite other tech

companies like Box delaying in response to market

fears of a potential technology bubble. TrueCar

claims to be involved in 3.2% of new car sales

despite being majorly unknown. Proceeds from the

offering will be used to pay for more marketing.

Date of IPO: 4/17/2014

Exchange: NASDAQ

Offer Size: $286 mm

Commentary: Weibo, the Chinese social media

company most often compared to Twitter,

experienced a 19% gain, closing at $20.24 on its

first day of trading. The Company claims to have

130 million active users and recorded $183 million in

2013 revenue. Some of the net proceeds will be

used to pay down loans to the company’s parent,

Chinese internet media company SINA.

Offer Price: $9.00

Offer Price: $17.00

6/30 Price: $14.78

6/30 Price: $20.48

Q2 2014 IPOs

Source: Capital IQ, Wall Street Research

26

This document has been prepared by Signal Hill Capital Group LLC (“Signal Hill”) solely for informational purposes from information supplied by

various sources and Signal Hill’s independent research. The information contained herein has been prepared to assist parties in making their

own evaluation of the Internet and Digital Media sector, and to suggest that further analysis and consideration may be warranted. Unless

otherwise indicated, Signal Hill does not believe that the information contained herein is sufficient to serve as the basis of an investment

decision. To learn more about the information that is the subject of this commentary, contact one of the person(s) named herein who can

provide additional insight.

Disclaimer

27

Appendix A: Signal Hill Investment Banking

28

Signal Hill at a Glance

Signal Hill is a leading independent advisory boutique serving the M&A and private capital raising needs of growth

companies. Signal Hill's experienced bankers provide deep domain expertise and an unyielding commitment to

clients in our sectors: Internet & Digital Media, Internet Infrastructure, Services and Software. With more than 600

completed transactions and offices in Baltimore, Bangalore, Boston, Mumbai, Nashville, New York, Reston and San

Francisco, Signal Hill leverages deep strategic industry and financial sponsor relationships to help our clients

achieve Greater Outcomes®.

Recent Mergers & Acquisitions, Strategic Advisory Transactions

Mergers &

Acquisitions

Equity Private

Placements

Restructurings

Strategic

Advisory

Special

Committee

Advisory

Fairness

Opinions

29

Longstanding Relationships with Key Sponsors and Strategic Players

Digital Media

e-Commerce

Interactive Marketing

Internet

Content/Services

Services

Correctional/Behavioral

Education

Healthcare

Specialty

Consulting/BPO

Internet

Infrastructure

Cloud Services/Hosting

Colocation

Fiber Infrastructure

Unified Coms & Apps

Software

Enterprise/SaaS

Financial Technology

Healthcare IT

Infrastructure

Mobility

Security & Compliance

Deep Domain Expertise in Key Growth Sectors

30 Includes previous experience

Leadership in Internet & Digital Media

31

SaaS-based solution for

businesses to create, manage

and measure social media

engagement across the web

Targeted marketing and

coupon services to

manufacturers of grocery

and consumer products

Media and marketing

information services

company offering audience

and marketing information

data

451 Group Rankings

2012 Internet

Content & Commerce

Top Dealmakers

1. Barclays

2. Signal Hill

3. Morgan Stanley

4. Evercore Partners

5. GCA Savvian

6. Horizon Partners

7. DeSilva + Phillips

8. JP Morgan

9. Bank of America

10. Deutsche Bank

2012 Announced Transactions Include:

Powerful online provider for

charity fundraising and

grassroots fundraising

campaigns

Provider of targeted online

advertising and content

solutions through its

community of websites

Leading provider of royalty-

free high definition stock

video and audio

Top Ranked Internet Advisory Practice

32 * Certain transactions completed by team members at prior firms

We Work with Leading Acquirers

With Arbitron, Nielsen will enhance its media measurement abilities specifically in the

outdoors and sports events categories, as well as its reach into consumer habits

Targeted marketing and coupon services for manufacturers of grocery and consumer

products enables Google to deliver more personalized deals for its commerce

initiatives

A platform for managing marketing on multiple social channels through a single

interface

Allows Oracle to help brands create custom applications as marketing trends change

A multimedia technology company with expertise in creating online marketplaces for

passionate enthusiast groups

Increased ability to serve customers via the integration of physical and digital small

business identity and marketing

A US based leader in merchant-funded transaction-driven marketing for electronic

banking

A leading provider of television advertising solutions

With Navic, Microsoft ‘s advertising platform facilitates enhanced digital advertising

Deal done despite Microsoft’s public bid for Yahoo!

Early in revenue generation

4.6x LTM revenue multiple; 24.2x LTM EBITDA multiple

Received multiple offers from strategic and financial buyers

Move to establish Nokia as a leader in Internet Services

While Nokia was the natural buyer, establishing a credible feeling of competition was

critical

Accelerates transformation to cloud-based learning and provides geographic

expansion and diversified user base with over 16 million members from 195 countries

Focus and Tenacity Yields Superior Outcomes for Our Clients

33 Previous Experience

private placement

Peak 10 is a leading

independent colocation and

managed services

infrastructure provider in

the eastern United States

RMI is the largest provider

of automated, mission-

critical rail information

solutions to the

transportation industry

has been acquired by

has sold a majority

ownership stake to

Telarix is the leading

provider of

choice in the international

interconnect market

Minsec provides cost-

effective, community-based

alternatives to incarceration

for governmental agencies.

Acclaris is a leading

provider of financial

technology and integrated

services for the

administration of consumer

healthcare accounts

e-Rewards provides

permission based digital

data collection and

reporting services

worldwide

TeeFury provides software

solutions and consulting

services to the media

industry

All Web Leads provides

online sales leads for the

insurance industry in the

United States

has received a majority

investment from

CIBC World

Markets

private placement

Cardlytics offers banking

rewards

solution services

Stream Data Centers is a

leading developer of

secure, independent, highly

efficient data centers for

Corporate America

private placement

Footage Firm is the leading

provider of royalty-free high

definition stock video and

audio

private placement

Razorsight is a SaaS

provider of profit analytics

solutions to

communications service

providers and evolving

supplier networks

private placement

private placement

Alliance Health develops,

owns and operates online

social health networks for

healthcare consumers and

marketers

IO Data Centers designs

and engineers digital

energy technology for large

enterprises, governments,

and service providers

iCreate Software provides

banking business

intelligence and analytics

solutions for the banking and

financial services industry

has received equity

funding from

private placement private placement

private placement private placement private placement

High Quality Strategic Private Placements

34 Previous Experience

Global Footprint and Access

Canada Europe Asia

Latin America

Member, FINRA

www.signalhill.com

B a l t i m o r e │ B a n g a l o r e │ B o s t o n │ M u m b a i │ N a s h v i l l e │ N e w Yo r k │ R e s t o n │ S a n F r a n c i s c o