1

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Big Focus on NYC Digital Scene Continues33 Companies Raised a Total of $818 million1 Large Exit by a Digital New York Company

17 Private Companies and 6 VC/PE Firms Added to AGC Database

Overview

2014 was a breakout year for New York VC funding with total funding up 53% YoY. Q1 2015 saw this trend of growth continue. Digital Investments in New York Marketing companies represented 37% of all Digital NY deals and eCommerce represented another 30% of all Digital NY deals. Since 2006, nearly $11.4 billion has been raised for Digital NY companies. Thanks to a particularly strong Q4 in Digital funding and an overall growth in activity throughout Q1 2015, New York has further established itself as the most active digital center in the US outside of Silicon Valley. Digital New York VC financing increased in Q1 2015. Funding was up 65% versus Q1 2014 and up 21% versus Q4 2014. 33 private digital companies raised a combined $818 million. Fifteen companies we had already been tracking completed follow-on financings, raising $528 million in total. The largest funding round of the quarter was completed by Dataminr, which raised $130 million. The first quarter saw one large M&A – the sale of Yieldex to AppNexus for $100 million.

Digital New York VC Funding Q1 2015 ($mm)1 Funding by Sector Q1 2015 ($mm)1

$127

$589

$343 $352

$446

$621

$317

$662

$497

$590

$1,158

$436

$818

Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015

$243

$45

$303

$118

$110

eCommerce

Content

Marketing

Social

Mobile

Source: Capital IQ. 1Includes digital companies based in New York that either have raised at least $5 million of outside capital or are prominent enough in the Digital NY scene to merit inclusion.

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Overview (continued)

Private Digital NY Sale Transactions >$100 Million since 2010

Date Acquirer / TargetTransaction Value

($MM)Sector Implied EV/LTM Total Revenues

5/20/2013 $1,100 Content 84.6x

12/11/2014 800 Content ND

6/4/2012 745 Marketing 26.0x

12/5/2012 525 eCommerce ND

6/16/2011 524 Marketing 5.0x

6/3/2010 425 Marketing 4.2x

6/13/2011 400* Marketing ND

2/6/2011 315 Content ND

1/19/2011 296 Content 2.7x

11/1/2011 264 Marketing 2.0x

8/5/2014 236 Marketing 3.3x

2/3/2010 225 Content ND

1/25/2010 200 Marketing ND

3/21/2012 183 Content ND

11/12/2012 175 Content 5.6x

9/8/2011 151 Content ND

6/17/2010 135 Content ND

12/20/2012 130 Content ND

4/17/2011 120 Content 4.4x

3/18/2015 100 Marketing ND

Notable Digital NY IPOs

IPO Size

CompanyCurrent

Market Cap

Stock Performance

Since IPO

Stock Performance

YTD

EV / RevenueQ1 2015

EV / EBITDAQ1 2015

May-12 77 2,417 297% -3% 5.94x 40.70x

Apr-10 143 558 -25% -18% 2.57x 66.19x

Apr-07 217 431 -40% -22% 2.21x 7.83x

Mar-14 80 207 -60% -28% 0.77x 59.35x

May-13 75 127 -75% -14% 0.28x NM

Source: CapIQ; TechCrunch; public filings; WSJ; Business Insider; and press releases*consensus opinion value

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Overview (continued)

Largest Digital Media Financings 2010 to Date1

Largest Digital Media Financings 2010 to Date($ in millions)

Date Company (Subsector)Transaction

AmountInvestor(s) Total $ Raised Other Investors

1. 9/29/14 VICE Media(Lifestyle)

$500.0 •A&E Television •Technolgy Crossover Ventures $580.0 •21st Century Fox

2. 3/31/13 Fab (Marketplace)

165.0 •Andreessen Horowitz•DoCoMo Capital•Menlo Ventures•RTP Ventures

•Atomico•ITOCHU•Pinnacle Ventures•SingTel Innov8 Ventures

337.0 •Baroda Ventures•First Round Capital•Phenomen Ventures•SoftTech VC•Zelkova Ventures

3. 10/2/13 MongoDB(Infrastructure)

150.0 •NEA•Red Hat•Salesforce.com•Intel Capital

•Sequoia Capital•EMC•Fidelity Investments•T. Rowe Price

329.6 •In-Q-Tel•Flybridge Capital Partners•Union Square Ventures•Goldman Sachs•Altimeter Capital

4. 5/16/12 Fotolia(Video & Images)

150.0 •Kohlberg Kravis Roberts 225.0 •TA Associates

5. 7/19/11 ZocDoc(Local Advertising)

150.0 •DST Global •GS Merchant Banking 226.1 •GSV Capital•Khosla Ventures •The Founders Fund

6. 4/15/11 Gilt(Private Sales)

138.0 •Draper Fisher Jurvetson•GS Merchant Banking•NEA•SoftBank Capital•TriplePoint Capital

•General Atlantic•Matrix Partners•Eastward Capital Partners•Pinnacle Ventures

236.0 •GSV Capital

7. 2/18/15 Dataminr(Digital Agency)

130.0 •Venrock•Wellington Management •Glynn Capital•Fidelity

•Institutional Venture Partners •Credit Suisse•Goldman Sachs•WorldQuant

178.0 •Deep Fork Capital•GSV Capital•Wharton Equity•Viceroy Capital

8. 7/18/12 Fab (Marketplace)

120.0 •Andreessen Horowitz•DoCoMo Capital•Menlo Ventures•First Round Capital

•Atomico•Baroda Ventures•Pinnacle Ventures•Phenomen Ventures

337.0 •ITOCHU•RTP Ventures•SingTel Innov8 Ventures•SoftTech VC•Zelkova Ventures

9. 12/10/14 MongoDB(Infrastructure)

100.0 •Goldman Sachs•Altimeter Capital•T. Rowe Price

•New Enterprise Associates•Sequoia

329.6 •In-Q-Tel•Flybridge Capital Partners•Union Square Ventures•Red Hat•Salesforce.com•Intel Capital•EMC•Fidelity Investments

10. 5/14/14 MediaMath(Digital Agency)

100.0 •Akamai•Azoic•Spring Lake •QED Investors

•Catalyst•European Founders Fund•SJF Ventures

131.7 •Silicon Valley Bank

1Source: CapIQ

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Dataminr Receives Largest Digital NY Financing of Q1 2015

In March 2015, Dataminr announced that it will raise $130 million in Series D funding. The company transforms the public Twitter stream into actionable signals, identifying relevant information in real-time. This current round values Dataminr at $700 million, and is being led by Fidelity with additional participation from Goldman Sachs, Venrock, Institutional Venture Partners, Wellington Management, Credit Suisse, Glynn Capital, and WorldQuant.

Marketing companies received the largest amount of funding this quarter as ten companies raised a total of $303 million. Dataminr raised $130 million in Series D funding. Sprinklr, a social media management technology provider, raised $46 million in Series E funding led by existing investors Battery Ventures, ICONIQ Capital, and Intel Capital. The round brings the company’s total funding to $123.5 million and values the company at more than $1 billion. The company also announced the launch of a new platform, Experience Cloud, which connects their social media management tools to communities and forums on websites.

eCommerce was behind Marketing in the first quarter in total funding with $243 million having been invested and seven companies receiving investment rounds. The largest fundraise was SeatGeek raising a $62 million Series C round led by Technology Crossover Ventures, with participation from Mousse Partners, Accel Partners, and Causeway Media bringing the total amount of funding for SeatGeek to $103 million. The new funding will help the company take on StubHub, particularly in the mobile space. According to the company, over 60 percent of SeatGeek users now access the service via a mobile device. The other notable eCommerce financing was from Gilt, an online shopping website providing access to top designer labels. The company announced a $50 million Series F round led by current investor General Atlantic, with participation from other Gilt investors and a new strategic partner. This round brings the company’s total funding to at least $286 million. The company will use the investment to put off an IPO that some company insiders thought would take place in 2014. Although Gilt never announced its IPO plans, it hired Goldman Sachs and was planning for a public offering in 2014*.

Social companies saw a significant influx of funding with six companies receiving rounds totaling

$118 million. Stack Exchange, an online network of community-driven question and answer sites for programmers and software developers announced it will receive $40 million in Series D funding led by Andreessen Horowitz with participation from existing investors Union Square Ventures, Spark Capital, Bezos Expeditions, and Index Ventures. This round brings the company’s total funding to $70 million.

Source: Capital IQ, Crunchbase, press releases*According to Re/code

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Notable Digital New York Fundraisings - Q1 20151

Notable Digital New York Fundraisings($ in millions)

Date Company (Subsector)Q1 2015$ Raised

Investor(s) in Latest Round Total $ Raised Other Investors

1. 17-Mar Dataminr(Digital Agency)

130.0 •Venrock•Wellington Management •Glynn Capital•Fidelity

•Institutional Venture Partners •Credit Suisse•Goldman Sachs•WorldQuant

178.0 •Deep Fork Capital•GSV Capital•Wharton Equity•Viceroy Capital

2. 2-Apr SeatGeek(Marketplace)

62.0 •Accel Partners•Mousse Partners•Technology Crossover Ventures

•Causeway Management•Queensbridge Venture Partners

103.0 •M7 Tech Partners•Founder Collective•NYC Seed•Red Swan Ventures•PKS Capital•Stage One Capital•Trisiras Group•DreamIt Ventures

3. 16-Feb Gilt Groupe(Private Sales)

50.0 •General Atlantic 286.0 •Draper Fisher Jurvetson•Eastward Capital Partners•Firsthand Capital•Goldman Sachs•GSV Asset Management•Matrix Partners•NEA•Norwest Venture Partners •Pinnacle Ventures•Saints Capital•Softbank Capital•TriplePoint Capital•Vulcan Capital

4. 31-Mar Sprinklr(Social Marketing Management)

46.0 •Battery Ventures•Intel Capital

•ICONIQ Capital 123.5 •Azure Capital Partners

5. 20-Jan Stack Exchange (Content Curation)

40.0 •Andreessen Horowitz•Index Ventures•Union Square Ventures

•Bezos Expeditions•Spark Capital Partners

58.0 •NA

6. 15-Jan ClassPass(Third Party Retailer)

40.0 •General Catalyst •Thrive Capital 54.0 •TechStars

7. 3-Mar Booker Software(Infrastructure)

35.0 •Medina Capital•Grotech Ventures•Revolution Ventures•TDF Ventures

•Bain Capital Ventures•Jump Capital•Signal Peak Ventures•First Data

77.0 •Vital Venture Capital•Jubilee Investments

8. 13-Nov FiftyThree(Content)

30.0 •NEA 45.0 •Andreessen Horowitz•High Line Venture Partners•SV Angel•Thrive Capital

9. 19-Nov Spring(eCommerce)

25.0 •BoxGroup•Groupe Arnault•Thrive Capital

•Yuri Millner•Google Ventures

32.5 •Founder Collective•Lerer Hippeau Ventures•SV Angel

10. 29-Jan Business Insider(Content)

25.0 •Axel Spring Venture 55.6 •RRE Ventures•Institutional Venture Partners•Bezos Expeditions•Allen & Company•Kohlberg Ventures•Pilot Group

11. 26-Mar Artsy(Marketplace)

25.0 •Catterton Partners•IDG Capital Partners

•Thrive Capital•Rockefeller Financial Services

50.9 •ZhenFund

12. 28-Jan Mashable(Content)

17.0 •Time Warner Investments 31.0 •Updata Partners•New Markets VP•Social Starts•Tribune Digital Ventures

1Source: CapIQ Included based on size

M&A: One Large Digital New York Exit - Q1 20151

Four Digital New York Exits($ in millions)

Date Acquirer Target Sector Subsector Implied Enterprise Value

18-Mar AppNexus Yieldex Marketing Display Advertising $100.0

1Source: CapIQ

On March 18th, AppNexus acquired Yieldex, a provider of a cross-channel revenue and inventory management platform providing analytics and solutions for digital publishers. With the acquisition, two rival companies will merge as AppNexus contemplates an IPO. AppNexus is valued at $1.2 billion, and with the Yieldex deal, it aims to broaden its appeal to investors by adding a new frontier to the automation business: bringing more technology to the process of a salesperson selling web ads directly to buyers. Yieldex will combine with AppNexus’s platform that helps advertisers serve up ads in negotiated web-ad deals.

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Additions to Our Digital New York Guide

Private Companies: This quarter we added five marketing, one eCommerce, three content, three social, and five mobile companies to our database. We add a company to our Digital NY database when it has raised at least $5 million in outside capital to date, or when it has generated significant “buzz” in the New York tech community.

Marketing: Sprinklr, Spongecell, Tracx, Persado, Taykey eCommerce: Booker Software

Content: Vespr, Mashable, Giphy Social: Cadre, Fever Labs, Joinem Mobile: One Clipboard, Pager, Reserve Media, Slate Science, techCare

VC/PE Firms: We added 6 firms to our investor database. We add new VC/PE firms to our Digital NY database when we see that they have made investments in Digital NY companies.

Catalyst Investors Blue Cloud Ventures Venture51 Sherpa Ventures Visionnaire Ventures Tenaya Capital

Catalyst Investors makes growth equity investments in high-growth, lower middle market companies in the cloud computing/internet, business/consumer services, and wired/wireless sectors. Catalyst is located in New York. Blue Cloud Ventures is an innovative growth and late stage fund focused on co-investing alongside leading venture capital firms in cloud-based enterprise software and enterprise mobile companies. Blue Cloud’s HQ is in New York, NY with additional offices in Dubai, London, and Singapore.Venture51 is an early stage venture capital firm managing seed stage funds, Venture51 Fund 1 and Venture51 Fund 2. The firm invests in high technology companies and is based on the premise for a new, modern venture capital firm that supports the most promising founders in high-growth markets. Venture51 is located in Encinitas, CA.SherpaVentures is a San Francisco-based venture capital firm that partners with the most promising emerging technology-enabled companies, helping them become global brands beloved by their consumers. Visionnaire Ventures is a San Francisco-based investor with the ability to fund companies across all stages from seed to growth. The team is currently seeking and funding companies active in diverse technology market segments including Commerce, Advertising, Mobile, Big Data, IoT. Tenaya Capital is a leading venture capital firm with offices in Woodside, California, and Boston, Massachusetts. Founded in 1995 as Lehman Brothers Venture Partners, they became an independent company in 2009. Over the years they've raised five funds representing over $1 billion of committed capital, investing it in a wide range of high-growth technology companies including software, consumer Internet, communications, semiconductors, electronics, and cleantech.

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Digital NY Background

This report’s origins began with Linda Gridley at Gridley & CompanyGridley came up with the idea for Gridley’s Guide to Digital New York in the summer of 2011 as she heard an increasing amount of chatter about digital activity in NY from people both in and out of the city. Since the official launch in September 2011, that chatter has only gotten louder and more widespread.

It’s no wonder that this is a topic everyone is focused on as there has been approximately $11.4 billion invested in “Digital NY” since January 2006. New York-based incubators and collaborative office spaces have popped up everywhere to centralize innovative, entrepreneurial minds while combating high real estate prices that have traditionally been a limiting factor for the New York startup scene. Former Mayor Bloomberg clearly made a “Digital NY” one of his legacies. For example, Bloomberg launched “We Are Made in NY,” an initiative that aims to support the local tech scene by providing “resources and programs” that help startups grow, highlighting job openings at tech startups, and helping to introduce “novices” to the growing industry. The former Mayor also helped create a plan to open a science and engineering campus on Roosevelt Island in 2017. NY has clearly become a central hub of the digital scene. We look forward to continuing to share our perspective on it with you.

Linda Gridley joined AGC Partners in September 2014 and the Guide was renamed AGC’s Guide to Digital New York.

AGC’s Guide to Digital New York includes:

434 private emerging digital companies broken down into 5 major sectors and 36 subsectors – including company descriptions, funding history, and URL

237 venture capital & private equity firms investing in the digital NY sector, categorized by investment profile and by physical presence in NY

The guide is intended for parties interested in knowing who’s who in the New York digital scene. Venture capital and private equity firms, entrepreneurs, and public companies looking for acquisitions are just a few of the possible users who could benefit from the Guide’s centralized information.

About AGC: AGC Partners, now in its 12th year of business, announced 28 transactions in 2014. With buyers and sellers across the United States, Europe, and Asia, AGC is more active than ever with outstanding relationships across the globe with entrepreneurs, strategic buyers and private equity professionals. Since AGC Partners’ inception in 2003, we have completed 246 technology M&A and growth equity transactions. Moreover, AGC has completed 45 consecutive quarters of profitability. Our continued passion is to discover and work with exciting emerging growth companies, helping them to achieve their vision. For more information on AGC Partners, visit www.agcpartners.com.

Note: This document is intended to serve as information only, and to suggest that further analysis and consideration may be warranted. Unless otherwise indicated, AGC does not believe that the information contained herein is sufficient to serve as the basis of an investment decision. There can be no assurance that these statements, estimates or forecasts will be attained and actual results may be materially different. Only those representations or warranties which are made in a definitive purchase agreement will have any legal effect. To learn more about the company/companies that is/are the subject of this commentary, contact one of persons named herein who can give you additional information.

Jon GuidoPartner, COO, Co-Head of Digital Media Group

jon@agcpartners.com617-261-4126

Linda GridleyPartner, Co-Head of Digital Media Group

lgridley@agcpartners.com212-400-9710

Gee LeungPartner, Digital Media Group

gleung@agcpartners.com650-241-1490