In 2013, U.S. Internet Advertising companies outperformed their international counterparts, the S&P 500, NASDAQ, and MSCI Europe indices.

1. Confidential
Internet Advertising Market Update
2013 Year-End Review
Headwaters TMT Group
Member FINRA

2. 2Confidential
• Innovation in the Internet Advertising ecosystem is being driven by emergence and
confluence of mobile, video, social and programmatic, causing market participants to
scramble to adapt to evolving customer demands
• Current view of the Internet Advertising landscape remains overly complex requiring
unnecessary differentiation, confusing customers
• Expect marketers to gravitate to broader integrated platforms that improve
effectiveness and efficiency of media planning, buying and selling online advertising
• As a result, we expect continued consolidation as leaders assemble more complete
solutions from companies that are actually products / point solutions
• However, because larger, usually public, buyers often require scale, we expect to see
more private to private transactions in 2014 as companies seek to improve competitive
positioning and path to liquidity
Key Themes for Internet Advertising in 2014

3. 3Confidential
Executive Summary
Capital Markets – In 2013, U.S. Internet Advertising companies outperformed their
international counterparts, the S&P 500, NASDAQ, and MSCI Europe indices. In 2013,
U.S. Internet Advertising increased by 38%. International Internet Advertising
companies recently experienced a sharp increase in performance.
Trading Multiples – At the end of 2013, U.S. Internet Advertising companies were
trading at a median LTM revenue multiple of 3.3x, while International Internet
Advertising companies were trading a median LTM revenue multiple of 2.5x.
IPO Activity – In 2013, 6 IPOs were completed in the Internet Advertising space.
Several 2013 Internet Advertising IPOs have increased from their IPO price. As of the
year end, Marketo, Rocket Fuel, and Criteo have increased 185%, 112%, and 10%,
respectively, since their market debuts.
M&A Activity – M&A activity rose steadily during 2013, but decreased 7% over 2012.
Volume rose from 16 transactions in 1Q 2013 to 28 in 4Q, the highest quarter since 3Q
2011.
Investment Activity – Investment volume rose 24% in 2013 over 2012. Investment
volume remained steady throughout 2013, reaching a high of 50 transactions in 2Q and
a low of 47 in 4Q. While deal value rose consistently throughout the first 3 quarters, it
fell sharply in the fourth due to a lack of large, late-stage investments.

4. 4Confidential
Capital Markets Performance
Since 2011, U.S. Internet Advertising companies (+88.9%) have outperformed the NASDAQ (+55.2%), S&P 500
(+45.3%), International Internet Advertising companies (+60.2%), as well as MSCI Europe (+20.3%)
Int'l. Internet
Advertising
Companies:
+60.2%
NASDAQ:
+55.2%
MSCI Europe:
+20.3%
S&P 500:
+45.3%
U.S. Internet
Advertising
Companies:
+88.9%
_______
Source: Capital IQ as of 12/31/13; refer to public comps for constituents
(30.0%)
(10.0%)
10.0%
30.0%
50.0%
70.0%
90.0%

5. 5Confidential
Recent Internet Advertising IPOs Are Outperforming
$13.00
$29.00
$31.00
$37.07
$61.49
$34.20
$0.00
$10.00
$20.00
$30.00
$40.00
$50.00
$60.00
$70.00
$ per share
IPO
05/17/13
Initial Pricing Range
$11 – $13
Closing as of
12/31/13
Closing as of
12/31/13
Closing as of
12/31/13
IPO
09/20/13
Initial Pricing Range
$24 – $27
IPO
10/30/13
Initial Pricing Range
$23 – $26

6. 6Confidential
5.8x
8.4x
1.8x
11.6x
2.5x
18.0x
7.8x
3.3x 3.3x
5.4x
1.1x
2.0x
0.6x
3.5x
0.5x
0.0x
4.0x
8.0x
12.0x
16.0x
20.0x
LTM Revenue Multiple
12.4x
7.0x
3.8x
12.6x
3.9x
0.5x 0.6x 0.3x 1.2x 0.3x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
LTM Revenue MultipleLTM Revenue Multiple
Internet Advertising Comparable Public Companies
_______
Source: Capital IQ as of 12/31/13; companies arranged by descending enterprise value
International Internet Advertising Companies
U.S. Internet Advertising Companies
Median:
3.3x
Median:
2.5x

7. 7Confidential
Public Comparables: Internet Advertising
_______
Source: Capital IQ
Trading Metrics
($ in millions, except per share data) Stock
Price 52-Week Price Range Market Enterprise EV / Revenue EV / EBITDA
Company Ticker 12/31/13 Low High Cap. Value LTM CY 2013E CY 2014E LTM CY 2013E CY 2014E
U.S. COMPANIES
Google Nasdaq:GOOG $1,120.71 $695.52 $1,121.71 $380,528 $332,929 5.8x 5.6x 4.8x 18.9x 15.5x 12.9x
Yahoo! Nasdaq:YHOO 40.44 18.89 41.05 41,749 40,016 8.4x 9.0x 8.8x 33.7x 26.4x 25.4x
IAC/InterActive Nasdaq:IACI 68.65 38.20 70.44 5,686 5,584 1.8x 1.8x 1.7x 10.4x 9.5x 8.2x
RocketFuel Nasdaq:FUEL 61.49 29.00 68.56 2,356 2,257 11.6x 9.7x 5.4x NM NM NM
ValueClick Nasdaq:VCLK 23.37 18.62 32.25 1,584 1,724 2.5x 3.0x 2.8x 7.7x 7.8x 7.4x
Marketo Nasdaq:MKTO 37.07 17.20 39.80 1,653 1,520 18.0x 16.1x 12.1x NM NM NM
Responsys Nasdaq:MKTG 27.41 6.00 27.79 1,625 1,517 7.8x 7.5x 6.3x NM NM 46.8x
comScore Nasdaq:SCOR 28.61 13.84 29.86 992 931 3.3x 3.3x 2.9x 39.3x 15.8x 13.4x
Constant Contact Nasdaq:CTCT 31.07 11.75 31.36 1,015 907 3.3x 3.2x 2.8x 38.8x 19.8x 15.7x
Jive Software Nasdaq:JIVE 11.25 9.65 18.48 860 753 5.4x 5.2x 4.2x NM NM NM
QuinStreet Nasdaq:QNST 8.69 5.41 9.71 383 346 1.1x 1.2x 1.1x 11.1x 8.4x 8.7x
Marchex Nasdaq:MCHX 8.65 3.47 10.00 324 299 2.0x 2.0x 1.8x NM 23.1x 19.2x
ReachLocal Nasdaq:RLOC 12.71 10.27 17.39 370 284 0.6x 0.6x 0.5x 29.6x 9.9x 7.5x
Marin Software NYSE:MRIN 10.24 8.50 19.95 361 256 3.5x 3.3x 2.7x NM NM NM
Local.com Nasdaq:LOCM 1.58 1.44 2.37 36 43 0.5x 0.5x 0.4x NM 9.2x 4.6x
High 18.0x 16.1x 12.1x 39.3x 26.4x 46.8x
Mean 5.0x 4.8x 3.9x 23.7x 14.5x 15.4x
Median 3.3x 3.3x 2.8x 24.3x 12.7x 12.9x
Low 0.5x 0.5x 0.4x 7.7x 7.8x 4.6x
INTERNATIONAL COMPANIES
Baidu Nasdaq:BIDU $177.88 $82.98 $181.25 $62,247 $58,294 12.4x 11.3x 8.2x 27.6x 25.9x 20.0x
Yahoo Japan TSE:4689 5.56 2.64 5.67 31,996 26,754 7.0x 7.3x 6.7x 12.2x 13.3x 12.2x
Rakuten JASDAQ:4755 14.87 6.36 15.57 19,590 19,497 3.8x 4.0x 3.5x 16.1x 16.8x 14.1x
Yandex Nasdaq:YNDX 43.15 16.60 43.65 14,471 14,102 12.6x 11.4x 8.9x 29.3x 25.6x 20.2x
Criteo Nasdaq:CRTO 34.20 28.27 45.00 2,108 2,070 3.9x 3.4x 2.5x NM NM 31.3x
Hi-Media ENXTPA:HIM 2.58 2.26 3.10 115 133 0.5x 0.5x 0.5x 8.9x 7.2x 6.0x
Sedo Holding XTRA:LKI 3.93 1.86 4.17 120 113 0.6x NM NM 15.7x NM NM
TradeDoubler OM:TRAD 2.91 1.84 3.70 123 94 0.3x 0.3x 0.3x 9.7x 6.9x 6.2x
Weborama ENXTPA:ALWEB 13.07 12.39 23.07 46 42 1.2x 1.2x 1.1x 11.4x 8.8x 6.5x
ad pepper media Int'l XTRA:APM 1.57 1.07 1.67 33 20 0.3x 0.3x 0.3x NM 2.3x NM
High 12.6x 11.4x 8.9x 29.3x 25.9x 31.3x
Mean 4.3x 4.4x 3.6x 16.4x 13.3x 14.6x
Median 2.5x 3.4x 2.5x 13.9x 11.1x 13.2x
x Low 0.3x 0.3x 0.3x 8.9x 2.3x 6.0x

8. 8Confidential
Public Comparables: Internet Advertising (Cont.)
_______
Source: Capital IQ
Operating Metrics
($ in millions, except per share data)
LTM Revenue Growth LTM Revenue EBITDA
Company Ticker As Of '12A-'13E '13E-'14E GM LTM CY 2013E CY 2014E LTM CY 2013E CY 2014E
U.S. COMPANIES
Google Nasdaq:GOOG Sep 2013 19% 16% 57% $57,386 $59,560 $69,339 $17,599 $21,528 $25,850
Yahoo! Nasdaq:YHOO Sep 2013 (11%) 3% 70% 4,760 4,430 4,553 1,187 1,518 1,578
IAC/InterActive Nasdaq:IACI Sep 2013 9% 8% 66% 3,064 3,042 3,286 539 587 681
RocketFuel Nasdaq:FUEL Sep 2013 117% 81% 46% 195 232 420 NM NA 3
ValueClick Nasdaq:VCLK Sep 2013 (13%) 6% 63% 684 574 608 224 220 233
Marketo Nasdaq:MKTO Sep 2013 62% 33% 58% 85 94 126 NM NA NA
Responsys Nasdaq:MKTG Sep 2013 24% 19% 53% 194 203 241 13 24 32
comScore Nasdaq:SCOR Sep 2013 12% 12% 68% 279 285 319 24 59 69
Constant Contact Nasdaq:CTCT Sep 2013 13% 13% 71% 277 285 322 23 46 58
Jive Software Nasdaq:JIVE Sep 2013 28% 23% 62% 139 146 179 NM NA NA
QuinStreet Nasdaq:QNST Sep 2013 (9%) 3% 18% 303 301 308 31 41 40
Marchex Nasdaq:MCHX Sep 2013 8% 9% 39% 151 149 163 4 13 16
ReachLocal Nasdaq:RLOC Sep 2013 13% 14% 50% 502 517 589 10 29 38
Marin Software NYSE:MRIN Sep 2013 29% 22% 59% 73 77 94 NM NA NA
Local.com Nasdaq:LOCM Sep 2013 (3%) 12% 29% 90 95 107 NM 5 9
INTERNATIONAL COMPANIES
Baidu Nasdaq:BIDU Sep 2013 45% 37% 73% 4,698 5,174 7,068 2,112 2,250 2,913
Yahoo Japan TSE:4689 Sep 2013 (3%) 9% 88% 3,818 3,642 3,986 2,193 2,005 2,187
Rakuten JASDAQ:4755 Sep 2013 (4%) 13% 93% 5,132 4,936 5,567 1,211 1,164 1,381
Yandex Nasdaq:YNDX Sep 2013 30% 27% 75% 1,119 1,239 1,577 481 550 700
Criteo Nasdaq:CRTO Sep 2013 NA 39% 35% 534 600 836 18 37 66
Hi-Media ENXTPA:HIM Jun 2013 2% 5% 21% 243 261 275 15 19 22
Sedo Holding XTRA:LKI Sep 2013 NA NA 18% 187 NA NA 7 NA NA
TradeDoubler OM:TRAD Sep 2013 (9%) 1% 23% 321 321 324 10 14 15
Weborama ENXTPA:ALWEB Jun 2013 11% 9% 16% 36 36 39 4 5 7
ad pepper media Int'l XTRA:APM Sep 2013 (3%) (1%) 43% 71 70 69 NM 9 NM

9. 9Confidential
Internet Advertising M&A Trending at Historical Levels
_______
Source: 451 Group; includes transactions with disclosed, estimated, undisclosed transaction values
Top 3 acquisitions with disclosed transaction values
Average LTM Revenue Multiple
2011 2012 2013
7.8x 11.4x 6.1x
Top 3 Acquisitions by Quarter ($M) – Target / Acquirer
1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13
Radian6 /
Salesforce
($326)
MediaMind /
DG
($517)
EyeWonder /
DG
($66)
Efficient Frntr.
/ Adobe
($400)
iContact /
Vocus
($179)
Buddy Media /
Salesforce
($689)
Wildfire /
Google
($350)
Eloqua /
Oracle
($956)
Channel Intel /
Google
($125)
ExactTarget /
Salesforce
($2,500)
DG (assets) /
Extreme Reach
($485)
Responsys /
Oracle
($1,607)
Goviral /
Aol.
($74)
Greystripe /
ValueClick
($70)
Vovici /
Verint
($57)
Interclick /
Yahoo!
($270)
Kontexto /
Sargas
($10)
Demandforce /
Intuit
($423)
SPEED FC /
Navarre
($50)
Pardot /
ExactTarget
($95)
Akamai(asset) /
MediaMath
($25)
Neolane /
Adobe
($600)
Adap.tv /
Aol.
($465)
Dealer.com /
DealerTrak
($987)
Kwkly /
Reply!
($1)
Tatto Media /
Ozura World
($60)
Prospectiv /
Affinion
($30)
Searchteria /
GMO AD
($3)
LeadFormix /
Callidus
($9)
Vitrue /
Oracle
($325)
TigerLead /
Move
($22)
ClickMotive /
DealerTrak
($61)
i-design Grp. /
Cardtronics
($13)
Mkt. Leader /
Trulia
($355)
Locu /
GoDaddy
($70)
A. Knowledge /
NeuStar
($119)
28 28
32
27
25 24
26 26
16
23
27 28
$401
$758
$201
$673 $218
$1,690
$457
$1,180
$163
$3,463
$1,098
$2,789
0
5
10
15
20
25
30
35
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
1Q 2011 2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012 3Q 2012 4Q 2012 1Q 2013 2Q 2013 3Q 2013 4Q 2013
# Deals$ in millions Deal Volume Deal Value ($M)

10. 10Confidential
Top Acquirers in Internet Advertising Market
Buyer # Acquisitions Total Value ($M) Targets
Yahoo! 6 335.5 5to1.com, AdMovate, Bread Labs, Interclick, Lexity, Ztelic
Adobe 5 1,000.0 Auditude, Demdex, Efficient Frontier, Neolane, Search Discovery
Google 5 475.0 Admeld, Channel Intelligence, Incentive Targeting, Wildfire, Zave Networks
Oracle 4 2,888.7 Eloqua, Involver, Responsys, Vitrue
DG 4 597.6 EyeWonder, MediaMind, Peer39, Republic Project
Salesforce 3 3,515.0 Buddy Media, ExactTarget, Radian6
Top Acquirers by Volume – Three or More Acquisitions, 2011 – Present
Buyer Total Value ($M) Targets
Salesforce 3,515.0 Buddy Media, ExactTarget, Radian6
Oracle 2,888.7 Eloqua, Involver, Responsys, Vitrue
DealerTrack 1,048.5 Dealer.com
Adobe 1,000.0 Auditude, Demdex, Efficient Frontier, Neolane, Search Discovery
DG 597.6 EyeWonder, MediaMind, Peer39, Republic Project
Aol 539.1 Adap.tv, goviral
Extreme Reach 485.0 DG (assets)
Google 475.0 Admeld, Channel Intelligence, Incentive Targeting, Wildfire, Zave Networks
Intuit 423.5 Demandforce
Trulia 355.0 Market Leader
Yahoo 335.5 5to1.com, AdMovate, Bread Labs, Interclick, Lexity, Ztelic
Vocus 179.0 iContact
Top Acquirers by Total Transaction Value – Greater than $100M, 2011 – Present
_______
Source: 451 Group as of 12/31/13

11. 11Confidential
Internet Advertising M&A Case Study
On December 20, 2013
ACQUIRED
Transaction Overview:
• $1.6 billion acquisition of Responsys by Oracle
• $27 per share, $1.5 billion Enterprise Value
• Responsys had $194.3 million LTM revenue at the time of acquisition, putting
the LTM revenue multiple at 7.7x
• Per share purchase price represents a 38% share premium over the last trading
day
• At 1,084 employees, consideration per employee is $1.4 million
Target Description
• Provides email marketing campaign design, management and analytics software
and SaaS for businesses. Also provides related marketing professional services.
Transaction Commentary:
• The board of Responsys has approved the transaction. Shareholders will have
the chance to vote on the deal early 2014.
• This is Oracle’s second major acquisition in the online marketing space,
following its 2012 acquisition of Eloqua
• According to the acquirer press release, “By bringing together Responsys and
Oracle Eloqua in the Marketing Cloud, for the first time CMOs that support
industries with B2C or B2B business models will be equipped to drive
exceptional customer experiences across marketing interactions and
throughout the customer lifecycle from a single platform.”
_______
Source: 451 Group, New York Times, Acquirer Press Release, Forbes

12. 12Confidential
Internet Advertising Investment Volume Remains Steady
Top 3 Investments by Quarter ($M)
1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13
Adknowledge
($200)
Dianping.com
($100)
Adchemy
($61)
BrightRoll
($30)
Marin
($30)
AVITO.ru
($75)
Dianping.com
($60)
Emailvision
($30)
AppNexus
($75)
Brand Ntwk
($68)
Droga5
($220)
Komli Media
($30)
Videology
($30)
MediaV
($50)
Reply!com
($41)
Radiate Media
($22)
Resonate Ntwk
($22)
XL Marketing
($70)
Say Media
($27)
BloomReach
($25)
Infusionsoft
($60)
Videology
($60)
Videology
($68)
BrightTab
($27)
Centro
($23)
Invidi
($40)
Tremor Video
($37)
Moment Sys.
($20)
BrightEdge
($12)
LifeStreet
($66)
Visible Tech.
($24)
theAudience
($20)
OpenX
($25)
BrightEdge
($43)
SugarCRM
($40)
Simulmedia
($25)
_______
Source: PitchBook; includes transactions with disclosed, estimated, undisclosed transaction values
Top 3 investments with disclosed investment values
49 48
45
37 36
48
36 36
48
50
48 47
$497
$460
$366
$266
$200
$563
$286
$257
$375
$485
$546
$287
0
10
20
30
40
50
60
0
100
200
300
400
500
600
700
800
900
1Q 2011 2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012 3Q 2012 4Q 2012 1Q 2013 2Q 2013 3Q 2013 4Q 2013
# investments$ in millions
Investment Volume Investment Value ($M)

13. 13Confidential
Top Investors In Internet Advertising Market
_______
Source: PitchBook through 12/31/13; number of investments may include follow-on investments in same target
Investor Investments Targets
First Round Capital 18
33Across, Altruik, DoubleVerify, elicit, Flurry, HandShakez, Jirafe, Moat, Nomi, Percolate Industries, Say Media, Solve Media,
VigLink
SV Angel 15
Booshaka, ContextLogic, Custora, Fullscreen, Heap, Moat, Nomi, NowSpots, Percolate Industries, Pipewise, SteelHouse, TT Labs,
Tubular Labs, Vungle, Wibidata,
Greycroft Partners 14
33Across, elicit, Netsertive, Nomi, Performance Horizon Group, Radiate Media, Resonate Networks, Skimbit, SteelHouse,
TagMan
New Enterprise Associates 11 BloomReach, Compass Labs, Lattice Engines, Referly, Say Media, SugarCRM, Videology, WibiData
Intel Capital 11 BrightEdge Technologies, Delivery Agent, HookLogic, Kaltura, Movable, PerspecSys, Sprinklr, Zamplus Technology
Sequoia Capital 10 AgilOne, Dianping.com, Flite, Innovid, Kenshoo, Lattice Engines, Taykey
Accel Partners 10 AdRoll, AVITO.ru, Dealer.com, Etsy, Genius.com, myThings, Nomi, OpenX Software
Draper Fisher Jurvetson 9 4Info, Komli Media, MomentFeed, SugarCRM, Tremor Video, Virool, Yodle
Lerer Ventures 9 Bloglovin, GraphEffect, Moat, OrderGroove, Percolate Industries, Tapad, Tubular Labs
Bain Capital Ventures 8 BloomReach, HookLogic, Linkable Networks, Persado, TargetSpot, TellApart
Battery Ventures 8 BrightEdge Technologies, Kontagent, Sprinklr, Tealium
Norwest Venture Partners 8 Act-On Software, Extole, Komli Media, Turn
Top Investors by Volume, 2011 – Present

14. 14Confidential
Internet Advertising Investment Case Study
On October 24, 2013
INVESTED IN
Transaction Overview:
• $30 million investment in Komli Media by Draper Fisher Jurvetson, Helion
Venture Partners, Nexus Venture Partners, Norwest Venture Partners, and
Peepul Capital
• Series E round of funding
• Valuation indisclosed
• $97 million in total outside investments after the funding
Target Description:
• Provider of a digital advertising and technology company helping marketers
to reach and acquire their audiences and publishers.
Transaction Commentary:
• The capital comes from new investor Peepul Capital, along with former
investors DFJ, Helion, Nexus, and Norwest
• According to Peepul Capital, “The funding should help Komli consolidate its
position in India and Southeast Asian markets.”
• Komli has used previous proceeds to make a number of acquisitions, including
the recent acquisition of Admax
• According to the CEO, the Company will continue to work on its ATOM
platform, and wants to do much of the current building in-house, although
small purchases in the next few months are not completely ruled out.
_______
Source: PitchBook, Live Mint, Ad Exchanger

15. 15Confidential
Headwaters Is Your Premier Choice
• We are seasoned bankers, technologists, and strategists
• Relevant transaction expertise
• Completed multiple Internet Advertising (“IA”) and Mobile Marketing &
Advertising (“MMA”) transactions with many strategic acquirers and investors
• Strong relationships with key strategic parties
• Sector focus and industry experience means we are in frequent communication
with likely interested acquirers and investors
• Over 350 Companies covered in Internet Advertising, 150 in
MMA
• Direct market coverage gives us unique insights regarding:
• Strategic targets and investors ▪ IA & MMA IP / value chain
• Competitive and adjacent market activity ▪ Growth markets
• Highly customized process to fit specific dynamic context
• One size fits all auction processes not the best in IA or MMA
• We run a focused, intelligent process with proper company positioning tailored
to specific acquirers selected for premium valuation
• We think “outside the box” – complex situations require creative
solutions
HAS BEEN ACQUIRED BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED BY
Financial Advisor to
the Seller
HAS DIVESTED SPECIFIC
ASSETS TO
Financial Advisor to
the Seller
INVESTMENT BANK
OF THE YEAR
2012 TMT DEAL OF
THE YEAR <$100M
2012 INTERNATIONAL
DEAL OF THE YEAR
INVESTMENT BANK
OF THE YEAR
HAS BEEN ACQUIRED BY
A DIVISION OF
Financial Advisor to
the Seller

16. 16Confidential
15+ Years of Internet Advertising Success
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
IPO
Lead Manager
IPO
Lead Manager
IPO
Lead Manager
HAS ACQUIRED
Fairness Opinion to
the Buyer
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
A DIVISION OF
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
IPO
Co-Manager
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
2013
_______
Certain transactions executed by Headwaters TMT bankers at prior firms
Current Pipeline
Project
Leader
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Targeting
Cross Platform Ad
Network
Sell-Side Advisor
Project
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Solutions
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Automation
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Internet Advertising
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17. 17Confidential
Contact Us
www.headwatersmb.com
Gary Moon
Managing Director
Head of Technology, Media &
Telecom Investment Banking
Office: (415) 766-3862
Cell: (650) 515-8734
gmoon@headwatersmb.com
135 Main St
Suite 800
San Francisco, CA 94105
John Batdorf
Managing Director
Head of Software & Internet
Investment Banking
Office: (415) 926-7454
Cell: (415) 847-8805
jbatdorf@headwatersmb.com
135 Main St
Suite 800
San Francisco, CA 94105
Sun Jen Yung
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Head of Digital Media & Internet
Investment Banking
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sunjyung@headwatersmb.com
41 West Putnam Ave
1st Floor
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18. 18Confidential
Disclaimer
Disclosure: This newsletter is a periodic compilation of certain economic and corporate information, as well as
completed and announced merger and acquisition activity. Information contained in this newsletter should not
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19. 19Confidential
Appendix
4Q 2013 Internet Advertising
Precedent M&A Transactions

20. 20Confidential
4Q 2013 Precedent M&A Transactions
EV ($M)
EV/LTM
Revenue
EV/LTM
EBITDA
High $1,500.5 7.7x 106.9x
Mean 298.0 6.1x 106.9x
Median 19.5 6.1x 106.9x
Low 1.4 4.4x 106.9x
Date Target Target Description Acquirer(s)
Enterprise
Value ($M)
EV /
LTM Rev.
EV /
LTM EBITDA
12/20/13 Responsys, Inc.
Provides email marketing campaign design, management and analytics software and
SaaS for businesses. Also provides related marketing professional services.
Oracle Corporation 1,500.5 7.7x 106.9x
12/19/13
Dealer Dot Com, Inc.
[dba Dealer.com]
Provides automotive advertising and advertising enablement software and SaaS for
car dealerships. Products include web design software, hosting services, CRM,
inventory management, SEO, email, social media marketing and lead generation.
DealerTrack Holdings,
Inc.
987.0 4.4x --
12/16/13 TargetSpot Inc.
Provides audio, video, banner and text advertising services within online radio
content for advertisers.
Radionomy SA -- -- --
12/16/13
YourWebBrand Pte.
Ltd. [dba Fisheye
Analytics]
Provides media monitoring and reporting SaaS for businesses, governments and
sports organizations in Asia and Europe. Software tracks mentions on news sites,
blogs, discussion forums and social media sites.
Kantar Media -- -- --
12/12/13 Insightera Ltd.
Provides inbound and outbound marketing personalization SaaS that enables
marketing departments to use customer analytics to customize marketing content
for prospective customers.
Marketo 19.5 -- --
12/06/13
Crystal Semantics
Limited
Operates online advertising networks that use webpage text recognition software,
rather than cookies, to place targeted ads. Service is sold to advertising agencies and
content publishers.
24/7 Media, Inc. [WPP
Group plc]
3.0 -- --
12/03/13
Ciashop Solucoes para
Comercio Eletronico
S.A.
Provides e-commerce deployment SaaS that enables businesses to deploy websites
with online stores. Software integrates with businesses' existing ERP systems, and
includes content and product management, SEO, marketing and payments features.
TOTVS S.A. 7.0 -- --
11/27/13
Shortcuts Software
Ltd.
Provides business management, appointment booking, automated marketing and
POS software for hair and beauty salons, spas and cosmetology schools worldwide.
Software is also available as a mobile application.
Jonas Software
[Constellation
Software]
-- -- --
11/21/13 Tentail
Provides advertising campaign creation and management and search maarketing
software for businesses. Software enables targeted advertising based on current
inventory.
Pure Auto LLC [dba
PureCars.com]
-- -- --
_______
Source: 451 Group

21. 21Confidential
4Q 2013 Precedent M&A Transactions
EV ($M)
EV/LTM
Revenue
EV/LTM
EBITDA
High $1,500.5 7.7x 106.9x
Mean 298.0 6.1x 106.9x
Median 19.5 6.1x 106.9x
Low 1.4 4.4x 106.9x
Date Target Target Description Acquirer(s)
Enterprise
Value ($M)
EV /
LTM Rev.
EV /
LTM EBITDA
11/21/13 metrigo GmbH
Provides an online display advertising network for advertisers to target consumers
and businesses in Germany.
ZANOX.de AG [Axel
Springer]
-- -- --
11/20/13
commerceserver.net
[aka Commerce
Server]
Provides software that enables retailers and other businesses to create online stores
and and e-commerce applications. Also provides catalog and customer profile
management software.
Sitecore A/S -- -- --
11/12/13 Circle Street
Provides advertising enablement SaaS that enables businesses to advertise and
provide loyalty and reward offers via mobile devices.
Valassis
Communications, Inc.
-- -- --
11/12/13
Emerging Media
Group, Inc. [dba
TRAFFIQ]
Operates a real time bidding (RTB) online advertising network for display, video,
mobile and social network advertising. Also provides digital advertising campaign
management and design services.
Talus Holdings, LLC -- -- --
11/06/13 AdNubo
Operates as a real time bidding (RTB) online advertising network and digital
advertising trading desk for businesses.
StartMeApp -- -- --
11/05/13 Azox
Provides general e-commerce software, including online sales portals, payment
gateways, salesforce automation and transaction processing features, as well as
outsourced transaction processing, software design and related support services.
kCentric Technologies,
Inc.
-- -- --
11/05/13 SiteScout
Operates an online and mobile banner, video and rich media advertising network for
businesses globally.
Centro LLC -- -- --
10/30/13
Aggregate Knowledge,
Inc.
Provides marketing intelligence SaaS, enabling analysis of ad placement in social
networks and online for businesses and advertising agencies. Software also includes
data collection, analytics and cost optimization features.
NeuStar Inc 119.0 -- --
10/24/13
Adquant [fka
Adotomi] (social
advertising agency)
The social media advertising agency of Adquant, which provides Facebook and social
media advertising placement and optimization software for businesses globally. Also
provides Facebook games and applications.
Matomy Media Group -- -- --
_______
Source: 451 Group

22. 22Confidential
4Q 2013 Precedent M&A Transactions
EV ($M)
EV/LTM
Revenue
EV/LTM
EBITDA
High $1,500.5 7.7x 106.9x
Mean 298.0 6.1x 106.9x
Median 19.5 6.1x 106.9x
Low 1.4 4.4x 106.9x
Date Target Target Description Acquirer(s)
Enterprise
Value ($M)
EV /
LTM Rev.
EV /
LTM EBITDA
10/16/13
Optimal, Inc. [fka
XA.net]
Provides social media advertisement creation and related CRM SaaS for businesses.
Also provides related social media advertising consulting services.
Brand Networks, Inc. 35.0 -- --
10/14/13 Onavo, Inc.
Provides mobile-focused web analytics SaaS and mobile applications for businesses
and mobile application developers in a range of verticals. Also provides iOS apps that
enable application usage tracking and data compression.
Facebook -- -- --
10/11/13 Bread Labs, Inc.
Provides online social media-focused banner advertising creation services for
businesses. Service also enables ad targets to access campaigns through shortened
and socially shared URLs.
Yahoo! Inc. -- -- --
10/10/13 Hubbl Provides native mobile application distribution services for businesses globally. Airpush, Inc. -- -- --
10/08/13 Republic Project, Inc.
Provides ad campaign creation and management SaaS for businesses and marketing
and advertising agencies. Software enables agencies to produce and distribute ads
through multiple channels and formats, with an emphasis on social media.
DG [fka DG Fastchannel
Inc.][aka Digital
Generation, Inc.]
1.4 -- --
10/07/13 Avangate BV
Provides e-commerce SaaS, including website software integration, pricing
optimization, marketing automation, affiliate and channel marketing, CRM and
payments features, for SaaS and cloud software businesses globally.
Francisco Partners -- -- --
10/07/13 Tryzens
Provides general e-commerce PaaS, SaaS, hosting and consulting services for retail
businesses in Europe. Software features include digital payments and social
customer engagement features.
Scottish Equity Partners
/ Tryzens management
9.7 -- --
10/02/13 Livelink Connect
Provides one-to-one and bulk email marketing campaign creation, management and
delivery SaaS for businesses.
Rocketseed Ltd.
(Australian branch)
-- -- --
10/02/13 Runa, Inc.
Provides real-time monitoring and sales optimization SaaS that enables retailers to
analyze customer data and deliver targeted advertising and promotional offers.
Staples Inc. -- -- --
_______
Source: 451 Group

23. 23Confidential
4Q 2013 Precedent M&A Transactions
EV ($M)
EV/LTM
Revenue
EV/LTM
EBITDA
High $1,500.5 7.7x 106.9x
Mean 298.0 6.1x 106.9x
Median 19.5 6.1x 106.9x
Low 1.4 4.4x 106.9x
Date Target Target Description Acquirer(s)
Enterprise
Value ($M)
EV /
LTM Rev.
EV /
LTM EBITDA
10/01/13 AdReady, Inc.
Provides online access to online and mobile advertising networks, advertising
creation SaaS and digital media marketing services for businesses.
CPXi [fka CPX
Interactive]
-- -- --
_______
Source: 451 Group

24. 24Confidential
Appendix
4Q 2013 Internet Advertising
Precedent Investments

25. 25Confidential
4Q 2013 Precedent Investments, $5M+
Date Target Target Description Investor(s) Deal Type
Deal Size
($M)
Company
Valuation
($M)
12/20/13
Kurtosys
Systems
Provider of digital marketing and client-reporting tools for the financial sector. The
company provides a platform that streamlines the ingestion of data into all of its
technologies.
Triangle Peak Partners, True
Ventures
Series C 8.0 --
12/18/13 Vungle
Provider of a mobile video-advertising platform. The company's ad network
provides localized video advertising to app users on both Android and iOS devices,
integrated for a high definition user experience.
AOL Ventures, Google Ventures,
Thomvest Ventures
Series B 18.9 --
12/12/13 Simpli.fi
Provider of online advertising platforms. The company offers search retargeting,
site retargeting, contextual targeting, geographic targeting and reporting services.
Contour Venture Partners,
Frontier Capital
Series B 16.1 --
12/11/13 Simulmedia
The company provides a targeting platform that leverages predictive technologies
and anonymous viewing data from more U.S. TV viewers, to enable national
advertisers to target, deliver and measure campaigns.
Allen & Co., Avalon, R&R
Ventures, Time Warner, USV,
Valiant Capital Partners
Series D 25.0 --
12/11/13 MomentFeed
Provider of location-based marketing software and services. The company offers
location-based analytics, campaign management service and social CRM service
(SaaS) for companies.
Daher Capital, DFJ Frontier Fund,
Double M Capital, Draper Nexus,
Signia
Series A 5.5 --
12/10/13 GraphEffect
Provider of social media marketing software for brands and advertising agencies.
The company enables social marketers to integrate and manage their marketing
programs on a single collaboration platform.
DN Capital Series B 6.0 --
12/09/13 Flurry
Provider of mobile-application analytics. The company provides a platform for
smartphone-application analytics and monetization, tracking more than 1 billion
end-user sessions per month across iPhone, Android, Blackberry and J2ME devices.
-- Later Stage VC 12.5 --
12/04/13 wywy
Provider of synchronized broadcast detection and interactivity services. The
company's technology synchronizes accompanying television applications in real-
time with the actual live broadcast, creating opportunities for interactive ads.
Cipio Partners Series B 7.0 --
11/19/13 Signpost
The company provides a platform to automatically create and optimize business
profiles across dozens of popular websites & mobile applications, and to automate
customer conversation and remarketing.
Individual Investor, OpenView
Venture Partners, Scout Ventures,
Spark Capital
Series B 10.6 43.1
Deal Size
($M)
Company
Val. ($M)
High $30.0 $260.7
Mean 13.4 99.9
Median 10.3 43.1
Low 5.5 20.3
_______
Source: PitchBook

26. 26Confidential
4Q 2013 Precedent Investments, $5M+
Date Target Target Description Investor(s) Deal Type
Deal Size
($M)
Company
Valuation
($M)
11/18/13 JiWire
Provider of mobile broadband advertising network, delivering premium, location-
driven advertising on Wi-Fi and WiMAX networks.
Comcast Ventures, Panorama
Capital, Trident Capital
Series D 9.2 20.3
11/15/13 BrightTag
Provider of a marketing-technology platform. The company provides a real-time
data-integration platform enabling enterprise clients to leverage live data about
customer activities.
Baird Capital, EPIC, I2A Fund,
Pritzker Group VC,
TomorrowVentures, Yahoo Japan
Series D 27.3 154.6
11/12/13
Audience-
Science
Provider of a platform for online marketing. The company offers technology-
centric online marketing services which includes business intelligence, reporting
services and audience delivery systems.
-- Later Stage VC 16.7 --
11/06/13 Appboy
Provider of a marketing automation platform. The company's product enables
developers to expand, engage and understand their user base.
Accelerator, Blumberg, Bullpen
Capital, ICON, IDG, Individual
Investor, Metamorphic, T5 Capital
Series A 7.6 20.7
11/01/13 Sprinklr
The company offers a social media management system which provides social
governance, social engagement, social audience management, social analytics and
social integration.
Battery Ventures, Intel Capital Series C 17.5 260.7
10/24/13 Komli Media
Provider of a digital advertising and technology company helping marketers to
reach and acquire their audiences and publishers.
DFJ, Helion, Nexus, NVP, Peepul Series E 30.0 --
10/17/13 ParStream
Developer of real-time database technology. The company provides a Big Data
platform based on a proprietary algorithm that enables analysis of stored and
streaming data on a massive scale.
Khosla Ventures Series B 8.0 --
10/11/13 Nomi
The company provides a platform enabling retailers to create a unified view of
their customers across all channels, by leveraging real-world customer behavior
into existing CRM, loyalty and e-commerce platforms.
Accel Partners, First Round
Capital, Forerunner Ventures,
Greycroft Partners
Series A 10.0 --
10/02/13 Etouches
Provider of web-based event software management platform for corporation,
small business, association, agency, educational institution, meetings and events
companies.
-- Later Stage VC 5.5 --
Deal Size
($M)
Company
Val. ($M)
High $30.0 $260.7
Mean 13.4 99.9
Median 10.3 43.1
Low 5.5 20.3
_______
Source: PitchBook