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DAVID GROVE Managing Partner

(415) 798-2303

dgrove@vaquerocap.com

STEFAN GERHARD Managing Director

(415) 539-0688

sgerhard@vaquerocap.com

IRFAN IQBAL Principal

(415) 798-2301

iiqbal@vaquerocap.com

SOCIAL MEDIA SOFTWARE INDUSTRY UPDATE

2014

AMISH PATEL Associate

apatel@vaquerocap.com

JARED MELILLO Analyst

jmelillo@vaquerocap.com

TERRY JIANG Analyst

tjiang@vaquerocap.com

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Vaquero

Exceptional execution and service

Domain expertise and relationships

Full suite of products

Superior results

Solutions for

life cycle

Middle market,

growth focused

Best-in-Class

advisory

Growth Capital Private Equity Private Debt Pre-IPO & IPO

Proven Results

Advisory

Sell Side M&A Buy Side M&A

Vaquero: Solutions for the Entire Life Cycle

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Deep Domain Expertise in Relevant Sectors

Vaquero has unparalleled experience in SaaS & Social Content

Sale to

Initial Public

Offering

Initial Public

Offering

Recapitalization

Sale to

Initial Public

Offering

$166,250,000

February 2012

$38,000,000

EQUUS Energy Software & Data

Leading Software

PE Firm

Exclusivity

Growth Capital

$50,000,000

TIGRIS Mobile

Pre IPO Crossover

Round

Second Rounds

Leading Social Media

Software Vendor

Not Disclosed

Exclusivity

DIAMONDBACK Social Media Analytics

$35,000,000

January 2014

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Massive Social Media Marketing Market

$10Bn Social Ad Spend

$600Bn Ad Spend

27% Time Spent on Social Media

VS 2%

Social Media

Ad Spend

Gap in Social Engagement v. Ad Spend

Brand Marketers Focused on Social Media

U.S. Brand Marketers Plan to use Social Media more

70% 45% Cite Branding as

Primary objective of

Social Media

Advertising Spend

Ad spend will follow engagement

U.S. brand marketers would spend more online if there was

visibility on ROI

69%

Underpenetrated Market

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Massive Social Media Marketing Market

Social media is changing the tools marketers need for success

Then Now

Information

Power

Engagement

Measurement

Scarce

Sellers

Broadcast

Intuitive,

Campaigns

Data Driven,

Real Time

1:1 Targeting

Buyers

Abundant

From Mad Men to Math Men

A quantitative revolution replacing “gut feel”

decision making

From Broadcast to Engagement

Consumers love to hate advertising and interact

with brands according to personal preferences

From Campaigns to Real-Time

Fragmentation of channels and content require

constant monitoring of trending topics in order

to capitalize on opportunities

MOST BRANDS ARE NOT PREPARED

Need tools to create value in this new paradigm

where the most valuable audiences are

consuming social media, not measured media.

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Social Media Marketing Market Landscape

Monitor Manage Measure

Suite Vendors

Other Buyers

Crimson Hexagon

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Potential Strategic Partner Landscape

Marketing/Analytics Enterprise Software

Social Agencies/ Services

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Additional Vaquero Qualifications

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inPowered: A Strategic Divestiture

TRANSACTION SUMMARY

Vaquero Capital acted as financial advisor to inPowered in connection

with the sale of its subsidiary, NetShelter, to Ziff Davis

COMPANY OVERVIEW

A leading platform for helping brands discover and deliver expert

content to enable consumers to make informed decisions.

Serves large enterprise and SMB customers across multiple industries

TRANSACTION DETAIL

Divested NetShelter to raise capital to fund its rapidly growing earned

media advertising platform

The Board and Management did not want to incur dilution associated

with a new capital raise

Vaquero believed that NetShelter was a scarce asset and would

bestow market leadership in technology upon the buyer

Executed a targeted process focused on the key strategic buyers that

achieved a premium valuation -- several times greater than the

seller’s expectation

Vaquero developed tactics to create and maintain competitive tension

despite a very limited universe of buyers

Ziff Davis will combine NetShelter with its BuyerBase unit to enable

advertisers to use its targeting product across the entire portfolio

Strategic advisor

May 2013

to

Has sold

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DIAMONDBACK: A Strategic Sale

TRANSACTION SUMMARY

Vaquero Capital acting as exclusive advisor to DIAMONDBACK on its

strategic sale process

COMPANY OVERVIEW

Leading cloud-based social analytics platform helping companies to

design, develop, manage and measure their social performance in the

marketplace

Real-time analytic platform tracking 36,000 brands running 860 trillion

data permutations daily

Hybrid services and subscription software business model

TRANSACTION DETAIL

Company had been approached by strategic buyers with interest in

parts of the company, but unable to consummate a transaction

Board and management believed that customers would increasingly

need integrated campaign management and analytics solutions

Company faced strong financial headwinds due to strategic mis-steps

and faced a liquidity crunch

Vaquero believed developing a strong bidding-pair for this strategic

asset could overcome the challenges associated with a deteriorating

financial condition

Executed a rapid sale process targeting strategic buyers — went to

market in 15 days and 3 months from launch to close

Achieved a valuation of 2x higher than initial bid and found a solution

for both the services and software businesses

Strategic advisor

Sell Side M&A

In Exclusivity

DIAMONDBACK

Top-tier Social Media

Software Vendor

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Selected Vaquero Case Studies

TRANSACTION SUMMARY

Financial advisor to StreetEasy

COMPANY OVERVIEW

De facto online real estate marketplace for

New York City

TRANSACTION DETAIL

Gives Zillow market leadership in the

country's largest real estate market

Ran competitive process, yielded multiple

bids

Massive increase in value from initial bids

August 2013

Has been acquired by

$50,000,000

TRANSACTION SUMMARY

$35M Senior & Mezzanine Debt round

COMPANY OVERVIEW

Leading provider of fully-hosted, all-in-one

eCommerce solution designed for internet

businesses

TRANSACTION DETAIL

Founders wanted to explore Pre-IPO

financing alternatives

Vaquero believed that debt markets would

offer an efficient & flexible source of capital

Highly efficient process: 6 days from launch

to 1st bid, 7 term sheets

Growth Capital

$35,000,000

January 2014

TRANSACTION SUMMARY

$35M recapitalization

COMPANY OVERVIEW

Safety and compliance SaaS for food

production vertical

TRANSACTION DETAIL

30% premium to publicly-traded peers

Highly efficient closing process – 28 days

Vaquero invested in Alchemy

Financial and strategic advisor

Recapitalization

$35,000,000

December 2012

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Selected Vaquero Case Studies

TRANSACTION SUMMARY

$33M Series B

COMPANY OVERVIEW

Largest online tech media publisher

TRANSACTION DETAIL

Executed dual track sell side & growth

equity process

Vaquero recommended expanding to other

financial partners

Improved bid valuations by over 45%

Financial and strategic advisor

Series B Preferred Equity

$33,000,000

September 2011

Financial advisor

Secondary Offering

$44,000,000

March 2012

TRANSACTION SUMMARY

$44M secondary offering

COMPANY OVERVIEW

Largest small business online community

TRANSACTION DETAIL

Executed secondary capital process

Multiple bids at highly strategic values

Found optimal partner with Board’s designed

structure

Series A Preferred Equity

$166,250,000

February 2012

TRANSACTION SUMMARY

$166M Series A

COMPANY OVERVIEW

Leading SaaS analytics for Oil & Gas

TRANSACTION DETAIL

Executed a full process, received 20+ bids

Achieved premium valuation and clean

terms in a majority recapitalization

Vaquero invested in Drilling Info

Financial and strategic advisor