A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review

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A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
A SPOTLIGHT ON THE MARKETPLACE
Q1 2021 Marketplace & E-commerce Review
A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
EXECUTIVE SUMMARY
Marketplace & E-commerce Sector Wrap-Up
»   2021 has picked up where 2020 ended – it is a prolific time for marketplace and e-commerce companies
      ‒ With a general “return to life” underway as the vaccine roll-out continues we are seeing many behaviors that consumers learned over
         the past year have carried over due to preference and convenience rather than necessity
      ‒ While social distancing is relaxing, new behaviors like online groceries, alcohol and pet food orders, home improvement and even
         types of online travel (i.e. RVs, vacation home rentals) are here to stay
»   The momentum in the IPO market continued into 2021 from its hot pace in 2020 with Q1 IPOs including ThredUp, Poshmark, Deliveroo,
    and Coupang
      ‒ Major marketplace IPOs are on the near horizon with Instacart and Flipkart expected in 2021 and ZipRecruiter and Zomato having
         already filed
»   12 significant M&A transactions across the segment have taken place thus far in 2021 including:
      ‒ Vacasa’s acquisition of GCA client TurnKey
      ‒ Uber’s acquisition of alcohol marketplace Drizly for $1.1Bn
»   Massive financing rounds supporting companies that thrived during 2020 have continued, including for private funding leaders:
     ‒ Fanatics raised $320MM led by Fidelity Investments
     ‒ GoPuff raised $1.2Bn led by SoftBank
»   One of our favorite reports on the segment came out, Andreessen Horowitz’s Top 100 Marketplaces report covered many interesting
    trends that we highlight in this report including:
       ‒ The top 100 marketplaces as ranked by a16z; KPIs for marketplaces; trends and insights from the top 100
»   Our sector spotlight focuses on seven subsectors of the online marketplace ecosystem – Travel, Music, Food and Beverage, Retail,
    Education, Groceries, and Pets

                     Select Q1 Active Acquirors                                               Select Q1 Active Investors

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A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        3
A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
GCA OVERVIEW
    Leading Global Investment Bank Providing Strategic M&A and Capital Markets Advisory Services
                                                                    Global Marketplace & E-commerce Sector Team

    John Lambros               Josh Wepman                Rupert Sadler                   Alex Grünwald                  Sam Fuller                 Tobias Schultheiss                 Thomas Egli
       New York                   New York                   New York                         Zürich                        London                        Frankfurt                        Zürich
                                                                                       Managing Director;
    Managing Director;
                              Managing Director           Managing Director            Member of Executive             Managing Director               Managing Director              Managing Director
    President, GCA US
                                                                                       Management Europe
JLambros@GCAGlobal.com      JWepman@GCAGlobal.com       RSadler@GCAGlobal.com   Alexander.Gruenwald@GCAAltium.com   Sam.Fuller@GCAAltium.com   Tobias.Schultheiss@GCAAltium.com   Thomas.Egli@GCAAltium.com

        Highly Active in All Key Disruptive Areas of the Technology Market                                           Full-Suite of M&A and Capital Market Advisory Services
Digital Media                 Software                      Tech-Enabled Services
» Marketplaces                 » Vertical Application        »   Marketing Services                            ~60%                    ~65%                     ~35%                     ~80%
» E-commerce                   » Commerce & Retail           »   Information Services                     TRANSACTIONS HAVE             SELL-SIDE                BUY-SIDE               REPEAT OR
» Digital Content & IP           Technology                  »   Professional Services                     TECH COMPONENT            TRANSACTIONS             TRANSACTIONS           REFERRED CLIENTS
» Marketing / Advertising      » Data & Analytics            »   IT Services
  Technology                   » Asset Maintenance &         »   Customer Care & Claims
» Music, Video & Social          Repair                          Services
» Gaming                       » Infrastructure                                                                ~50%                    ~50%                      500+                     100+
                                                                                                             CROSS-BORDER          FINANCIAL SPONSOR       TOTAL TRANSACTIONS       DEBT TRANSACTIONS
              58                         120                             55                                  TRANSACTIONS             TRANSACTIONS           IN LAST 3 YEARS         IN LAST 3 YEARS
      DEALS LAST 3 YEARS           DEALS LAST 3 YEARS             DEALS LAST 3 YEARS

                                                                  Leading Franchise in Marketplaces and E-commerce

                                                                                                                                                                                                    4
A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
GCA OVERVIEW
Leading Global Investment Bank
                                                                                                             STOCKHOLM

                                                      MANCHESTER                 LEEDS
                                                                                           PARIS       FRANKFURT
                                                      BIRMINGHAM                                      MUNICH
                                                                                                                                                            KYOTO          NAGOYA
                                                                                                       ZURICH                                                                         TOKYO
                                                                    LONDON                                                                    SHANGHAI
                                     NEW YORK                           LAUSANNE MILAN
                                                                                                                                    NEW DELHI                                          OSAKA
                                                                                                 TEL AVIV                                                                       FUKUOKA
  SAN FRANCISCO
                                                                                                                                                                             TAIPEI
                                                                                                                          MUMBAI
                                                                                                                                           SINGAPORE                      HO CHI MINH CITY

    Global platform:
                                                   Sector expertise:                                       Exceptional cross-
     25 offices in key                                                                                                                                              Experienced team:
                                                  Expansive coverage                                      border capabilities:
     markets across                                                                                                                                                 Over 500 employees
                                                       and deep                                                 Half of all
    America, Asia and                                                                                                                                                across the globe
                                                     specialization                                           transactions
         Europe
                                                                                Broad spectrum
                                                                                                                                          Diversified
                         Strong reputation                                         of clients:
                                                                                                                                       business model:
                         and track record:                                          Leading
                                                                                                                                        Geographically
                          High number of                                       conglomerates, top
                                                                                                                                     balanced, synergistic
                         repeat clients and                                   private equity firms
                                                                                                                                     and complementary
                             referrals                                        and emerging high-
                                                                                                                                         focus areas
                                                                              growth companies

                     San Francisco | New York | Birmingham | Frankfurt | Fukuoka | Ho Chi Minh City | Kyoto | Lausanne | Leeds | London | Manchester | Milan | Mumbai |
                                       Munich | Nagoya | New Delhi | Osaka | Paris | Shanghai | Singapore | Stockhom | Taipei | Tel Aviv | Tokyo | Zurich                                     5
A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
GCA OVERVIEW
Experience in Marketplace and E-commerce

                            Marketplace                                                                  E-commerce
 Online auction   Vacation rental       Online job      Real estate rental   Online hair and     Online adult    Online furniture &   Kitchen & home
     house         marketplace          classifieds       marketplace         beauty retail     product retail   home décor retail          hub

  Visual design   Online RV rental     Stock photo         Insurance           Online retail     Online bike         Online HQ            Online
  marketplace      marketplace         marketplace        marketplace        cashback enabler      retail             pictures            grocery

   Online job       Online B2B       Online education   Online real estate   Online mobile &    Online fashion      Online bike         Online pet
   classifieds      classifieds           portal            classifieds       fashion retail        retail            retail              retail

                                                                                                                                                     6
A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
GCA OVERVIEW
Global Experience in Consumer

                                7
A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
GCA OVERVIEW
Case Study: Turnkey’s Sale to Vacasa

                              GCA acted as exclusive financial advisor to TurnKey, the leading full-service vacation rental
                              property management platform, on its sale to Vacasa

                            Background                                                    Transaction Summary
                            » TurnKey Vacation Rentals is a full-service vacation         » On March 11, 2021, TurnKey announced it entered into a
                                rental property management company for premier               definitive agreement to be acquired by Vacasa
                                vacation rental homes in top U.S. travel destinations.
                                As a leading vacation rental hospitality brand, TurnKey
TRANSACTION DATE                provides guests with the consistency and quality of a
                                                                                          » The combination of Vacasa’s scale with TurnKey’s hospitality
Pending                                                                                      platform, efficient growth, and complementary geographic
                                fine hotel experience, while optimizing the
                                                                                             areas of operation creates a market leading rental management
                                management, marketing and return on investment for
INDUSTRY                                                                                     company
                                vacation rental homeowners
Digital Marketplace, Travel,
Consumer, Tech-Enabled                                                                    » GCA acted as exclusive financial advisor to TurnKey in
Services                     » Since the Company’s founding in 2013, TurnKey has
                                                                                             connection with the transaction
                               successfully built a leading position in more than 80
                               premier destination markets across the United States

                            » Vacasa is a provider of vacation rental management
                                services intended to streamline the rental experience
                                between homeowners and guests. Vacasa’s rental
                                management services are offered through a
                                proprietary yield management technology, providing
                                a seamless experience for guests in vacation homes
                                across several destinations globally

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A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
GCA OVERVIEW
Case Study: Otto Wilde Grillers Sale to Miele

                         GCA acted as exclusive financial advisor to the shareholders of Otto Wilde Grillers, a leading D2C
                         grill brand, on its sale to Miele

                        Background                                                         Transaction Summary
                        » Otto Wilde Grillers is a leading D2C grill brand which           » On March 5, 2021, Otto Wilde Grillers announced it would be
                           designs, manufactures and markets high-end gas and                 acquired by Miele
                           electric grills. Its first product, the Otto Grill, is a 900-
                           degree Celsius upper heat grill which brings
TRANSACTION DATE           steakhouse quality to everyone’s home
                                                                                           » Miele is going to fully integrate and back Otto Wilde Grillers by
March 2021                                                                                    providing support in leveraging technology and engineering
                                                                                              excellence, scaling operations, boosting the sales network
INDUSTRY                » In 2020, Otto Wilde raised EUR 4.5m through a                       (especially international distribution and aftersales) and
Consumer, E-commerce,      crowdfunding campaign on Kickstarter (most                         launching new products
Retail, Leisure            successful German Kickstarter project to date) with a
                           smart/connected and modular grill platform, which is
                           currently being delivered to the Kickstarter backers
                                                                                           » GCA supported Otto Wilde Grillers on all aspects of the
                                                                                              transaction, including business plan and marketing document
                                                                                              preparation, due diligence process and SPA/SHA negotiations
                        » Otto Wilde has a D2C business with ~90% of its
                           products sold online, complemented with a growing
                           B2B sales network
                                                                                           » GCA acted as exclusive financial advisor to Otto Wilde in
                                                                                              connection with the transaction

                        » Miele is one of the largest manufacturers of high-end
                           domestic appliances and commercial equipment

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A SPOTLIGHT ON THE MARKETPLACE - Q1 2021 Marketplace & E-commerce Review
GCA OVERVIEW
Case Study: Perfecthair.ch sale to Storskogen

                         GCA acted as exclusive financial advisor to the shareholders of PerfectHair.ch, the largest Swiss
                         e-commerce platform for professional haircare and beauty products, on its sale to Storskogen

                        Background                                                  Transaction Summary
                        » PerfectHair is the largest Swiss e-commerce platform      » On February 25, 2021, PerfectHair announced it would be
                           for professional haircare and beauty products with a        acquired by Storskogen
                           product offering covering >300 brands with >30’000
                           SKUs
TRANSACTION DATE                                                                    » With the backing of Storskogen, PerfectHair will further
February 2021                                                                          strengthen its leading position as the number one retailer of
                        » Founded in 2008 in Switzerland with the aim of               professional haircare and beauty products in Switzerland
INDUSTRY                   bringing the sale of professional haircare and beauty
Consumer, E-commerce,      products online. Over the years PerfectHair.ch has
                           enlarged its product portfolio significantly. Today,
                                                                                    » Furthermore, the support of Storskogen offers additional
Retail                                                                                 opportunities, such as extending the product portfolio or
                           PerfectHair not only sells haircare products but also
                                                                                       expanding the business to Europe and other countries
                           professional beauty products as well as operating five
                           hair and beauty salons located in the greater Zurich
                           area                                                     » GCA acted as exclusive financial advisor to PerfectHair in
                                                                                       connection with the transaction
                        » Storskogen is a privately owned company founded in
                           2012 with a mission to acquire and operate well-
                           managed and profitable companies with leading
                           positions in their markets. It is divided into three
                           business areas, consisting of 58 business units with
                           over 3,700 employees

                                                                                                                                                   10
GCA OVERVIEW
Case Study: Kapten & Son sale of minority stake to Ardian Growth

                         GCA acted as exclusive financial advisor to the founders of Kapten & Son, a leading European
                         fashion accessories DTC brand, on the sale of a minority stake to Ardian Growth

                        Background                                                   Transaction Summary
                        » Kapten & Son is one of the fastest growing, yet            » On March 10, 2021, Kapten & Son announced a minority
                           profitable, fashion and accessories companies in             investment from Ardian Growth
                           Europe. Thanks to high-quality products, a strong DTC
                           focus and unique marketing expertise, Kapten & Son
TRANSACTION DATE           has developed into an internationally operating
                                                                                     » With the new shareholder, Kapten & Son plans to drive
February 2021                                                                           international growth
                           company

INDUSTRY                                                                             » GCA was retained to lead a structured process for a minority
Consumer, E-commerce,   » The firm’s diversified product portfolio includes
                                                                                        stake sale coupled with a growth equity injection targeted on
Retail                     backpacks, sunglasses, glasses, watches, suitcases and
                                                                                        high profile investors
                           accessories, which are sold in over 30 countries via an
                           online store, as well as six retail flagship stores and
                           exclusive boutique partners.                              » GCA supported the founders on all aspects of the transaction,
                                                                                        i.e. the creation of all marketing documents, financial model,
                                                                                        due diligence process coordination and extensive SPA/ISHA
                        » Ardian is a global private investment house with
                                                                                        negotiations
                           assets $110bn managed or advised in Europe, the
                           Americas and Asia that keeps entrepreneurship at its
                           heart and focuses on delivering excellent investment      » GCA acted as exclusive financial advisor to Kapten & Son in
                           performance to its global investor base                      connection with the transaction

                                                                                                                                                     11
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        12
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
GCA’s Key Performance Metrics for E-commerce and Marketplace Companies

                                                Key metrics for e-commerce and marketplace companies
 Market trends                     Traffic      Shop/front-end              Conversion             Customers             After sales                 Financials

 % market growth              % paid vs.             Load times             % match rate          Repurchase rate        Fast delivery /          % top-line growth
                             unpaid traffic                                                                               completion

  % online-share               CPCs for             Market depth          % cancellation rate   Split existing and new   # of SKUs and             % EBITDA margin
     growth                  paid channels                                                        customers/orders         % on stock

  % market share             % direct traffic         Scalability           Drop out rate               AOV              Handling time                % take rate

                          Net promoter score    Filtering functionality    Response times         LTV to CAC ratio       Returned goods           % cash conversion
                                                                                                                              share

                                % mobile         Mobile friendliness                            Churn rate/customer                               NWC requirement
                              traffic share                                                           cohorts

        The key metrics consistently driving value for both marketplace and e-commerce companies are topline
        growth, overall margin structure, and most importantly, customer engagement and economic metrics
                                                                                                                                      Importance of criteria
                   Source:                                                                                                            (Full = high; empty = low)
                   GCA research.                                                                                                                                    13
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Key Marketplace Themes from Andreesen Horowitz’s Report
A16Z’s Key Marketplace Themes 1                                                                        A16Z’s Key Marketplace Metrics 1

  1
        Most New Top 100 Marketplaces are Focused                                                           ✓ Match Rate
        in Food and Bev., Travel, Music, and Fashion                                                            How successfully can the two sides of the marketplace
                                                                                                                find each other? Key to the value proposition of each side
        Bandcamp, Mercato, Tentrr, and Curtsy headline the new
        entrants to a16z’s top 100 marketplaces rankings
                                                                                                            ✓ Market Depth
                                                                                                                Is there enough supply? For a positive user experience,
        Even Within the Top 100, Consumer Spending                                                              having a deep market with a large, tailored supply is critical
  2     is Concentrated to the Top Few
        Instacart accounts for 70%+ of the GMV in the Top 100, with
                                                                                                            ✓ Time to Match
                                                                                                                How long does it take for supply and demand to match?
        Valve, Vacasa, StockX, Rover, and GOAT accounting for an                                                For suppliers, low ‘days to turn’ is essential for success
        additional 14%
                                                                                                            ✓ Fragmentation
        The COVID-19 Pandemic Drastically Altered the                                                           How concentrated are the supply and demand sides? A
  3     Marketplace Landscape                                                                                   marketplace’s core utility is aggregating a fragmented market
        Childcare, Ticketing, and Office Space Marketplaces shrunk
        drastically while Education, Celebrity Engagement, and                                              ✓ Multi-tenancy
                                                                                                                How many users are active on similar services? Meeting all
        Grocery Marketplaces experienced significant growth
                                                                                                                related needs in one place strengthens competitive moats
        Network Effects are Critical to a Marketplace’s
  4                                                                                                         ✓ Switching / Multi-housing Costs
        Success and Strengthen Moats                                                                            How easy is it for users to join a new network? Friction can
        In categories without a strong incumbent, newcomers were                                                protect from users switching over or pricing competitions
        able to achieve significant growth, otherwise, network effects
        typically proved too much to overcome                                                               ✓ Retention
                                                                                                                Is user retention improving for newer cohorts? Network
        Marketplaces are Able to Both Sustain High                                                              effects should cause retention to increase over time
  5     Growth and High GMC                                                                                 ✓ Take Rate
        Unlike in previous years, marketplace companies were able                                               How valuable is the marketplace? Capitalization on the
        to maintain high growth rates as well as high GMVs in 2020                                              GMV transacted reflects the value of the marketplace
               Source:
               1)    Andreesen Horowitz, The a16z Marketplace 100: 2021. https://a16z.com/marketplace-100                                                                14
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Key Sector Themes: Travel
Key Themes and Selected Companies                                                             A16Z Top Marketplace Companies

  » With Airbnb and Vrbo having already disrupted the travel industry with       Incumbents
    marketplace benefits, current a16z top marketplace companies
    differentiate by offering specific expertise in a travel subcategory
  » Consumers easily switch between platforms and turn to whichever
    marketplace best matches their current needs, whether it be an RV
    (RVshare), Glamping Site (GlampingHub), Boat (BoatSetter), or Local
    Tour Guide (Verlocal)
  » HipCamp: Platform used to search for available campsites based on
    location, landscape, activities offered, and amenities, enabling travelers
    to make travel fun and simple while providing new revenue streams to
    landowners such as farmers, ranchers, and vintners
  » TourRadar: Multi-day tour marketplace intended to help book and
    compare tours, read reviews, and meet guides and other travelers. The
    online platform assists in booking multi-day tours at the click of a
    button, enabling travelers to have an improved user experience

GCA Experience

                   Sources:
                   Andreesen Horowitz, Pitchbook, Companies’ websites.                                                     15
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Key Sector Themes: Music
Key Themes and Selected Companies                                                             A16Z Top Marketplace Companies

  » Legacy music labels such as Sony and WMG, as well as newer streaming         Incumbents
    platforms such as Spotify and Apple Music, offer consumers a near
    infinite opportunity to listen and discover music
  » Thus, the a16z top music marketplaces differentiate themselves by
    offering greater benefits to musicians and artists
  » Bandcamp: Offers users the opportunity to instantly stream music
    purchases, follow favorite artists, keep a ‘wishlist’, showcase the
    collection, and explore the music of like-minded fans, enabling artists to
    have easy access to customers' data, real-time statistics, and music
    chart reporting
  » BeatStars: Digital production marketplace that provides the tools to
    distribute, monetize, and protect content, enabling music producers
    and recording artists to collaborate, share, sell, and distribute any type
    of music

GCA Experience

                   Sources:
                   Andreesen Horowitz, Pitchbook, Companies’ websites.                                                     16
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Key Sector Themes: Food & Beverage
Key Themes and Selected Companies                                                           A16Z Top Marketplace Companies

  » The food & beverage marketplace ecosystem is incredibly crowded            Incumbents
    with strong marketplace incumbents with very little competitive
    differentiation
  » As established marketplaces become commoditized, new entrants are
    differentiated by offering services in smaller markets (Delivery Dudes),
    specializing in healthy options (Territory), or encouraging group
    ordering (Ritual)
  » Saucey: Ordering platform providing on-demand alcohol delivery. The
    platform delivers beer, wine, or spirits at the push of a button and
    offers the convenience of 30-minutes delivery
  » MealPal: Provider of a lunchtime meal subscription service, letting
    members select lunch packs from hundreds of restaurants. The
    platform enables users to pre-order the night before or in the morning
    and choose a time to pick up their lunch to skip the lunch lines

GCA Experience

                   Sources:
                   Andreesen Horowitz, Pitchbook, Companies’ websites.                                                   17
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Key Sector Themes: Retail Marketplace
Key Themes and Selected Companies                                                               A16Z Top Marketplace Companies

  » General retail marketplaces, offering a wide range of different types of       Incumbents
    products, are one of the most established areas of the online
    marketplace ecosystem, providing consumers with a one-stop-shop
  » Marketplaces offer more attractive economics to wholesalers and
    consumers by connecting the two directly, as well as offering additional
    value such as curation and expertise
  » Faire: Wholesale marketplace designed to mitigate the burden of
    inventory risk for retailers. The platform leverages artificial intelligence
    and predictive analytics to forecast which products will fly off its virtual
    shelves in order to efficiently source and manage inventory
  » Curated: Collaborative shopping platform that brings the personal
    touch of an in-store specialty shopping experience to customers. The
    platform matches customers with experts for high-consideration
    purchases and items that have some degree of complexity, enabling
    shoppers to get access to unbiased product recommendations

GCA Experience

                    Sources:
                    Andreesen Horowitz, Pitchbook, Companies’ websites.                                                      18
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Key Sector Themes: Education
Key Themes and Selected Companies                                                          A16Z Top Marketplace Companies

  » While most marketplaces are not replacing primary education services,     Incumbents
    they are providing parents and students with avenues to supplement
    learning and offering adults a chance to learn a new skill
  » EdTech had been a rapidly growing sector even before the COVID-19
    pandemic catalysed its long-term growth, with over half of U.S.
    schoolchildren learning in remote or hybrid models and supplementary
    education becoming increasingly utilized (1)
  » Outschool: Developer of an e-learning platform that offers live online
    classes for kids aged between 3 to 18. The platform connects students
    and teachers for group learning based on their needs and interests at a
    lower price point than private tutoring
  » Skillshare: Developer of an online global learning community platform
    that offers classes on any type of expertise – from baking cupcakes to
    raising startup capital – enabling members to harness their creative
    power and learn skills in an enhanced way

GCA Experience

                   Sources:
                   Andreesen Horowitz, Pitchbook, Companies’ websites.
                   1) Institution of Education Services, February 2021.                                                 19
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
 Other Key Sector Themes: Grocery Delivery & Pet Marketplaces
Key Grocery Marketplace Themes and Selected Companies                             Key Pet Marketplace Themes and Selected Companies

» Grocery marketplaces experienced extreme growth during the                      » The pet industry has experienced significant growth through COVID as
  pandemic as users looked to stay sheltered in place as much as possible           11.4MM U.S. households have gotten a new pet during the pandemic (1)
» Instacart represented majority of GMV in both the grocery subcategory           » While users have turned to traditional marketplaces such as Amazon
  and in Andreesen Horowitz’s Top 100 Marketplaces overall, despite                 and established e-commerce brands such as Chewy for most pet foods
  having competitors that offered very similar services                             and products, a16z top marketplaces have found success connecting
                                                                                    pet owners with walkers, sitters, trainers, and breeders
» Mercato: Operator of a grocery marketplace that connects consumers
  with local merchants. The marketplace helps users order fresh                   » Rover: Developer of a pet care platform designed to connect pet
  groceries online from a single store or combine items from multiple               owners with pet sitters and walkers. The company's platform offers a
  merchants in the same order delivered to their door                               range of pet care services including overnight pet care, house sitting,
                                                                                    daycare, drop-in visits, and playdates, enabling users to find people
» GrubMarket: Developer of an online food marketplace platform
                                                                                    who'll treat their pets like family
  intended to deliver farm-fresh food to door across the United States.
  The company provides consumers and artisan wholesalers with a                   » Good Dog: Operator of a pet breeder screening platform that educates
  variety of producers that provider quality foods and other items at               prospective dog owners and connects them with responsible breeders,
  competitive prices                                                                enabling owners to avoid the bad breeders and create a movement
                                                                                    that elevates the standards in the dog world overall

A16Z Top Marketplaces                          GCA Experience                     A16Z Top Marketplaces                   GCA Experience

                    Sources:
                    Andreesen Horowitz, Pitchbook, Companies’ websites.
                    1) COVID-19 Pulse Study, American Pet Products Association.                                                                               20
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Marketplace and E-commerce Companies Continued to See Growth and Value Expansion Throughout the Year
                     E-commerce & Marketplace Companies Have Significantly Outperformed the S&P 500 LTM

  250%

  200%                                                                                                                                           200%

  150%
                                                                                                                                                 160%

  100%

  50%
                                                                                                                                                 25%
   0%

  -50%
      March     April             May        June       July      August    September   October      November   December   January   February

                                               Marketplace             E-commerce                 S&P 500

                               Marketplace                                                                  E-commerce

                                      160%                                                                       200%
                                                               LTM Share Price Performance
              Source:
              Capital IQ as of 4/23/20.                                                                                                         21
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Marketplace Case Study Spotlight: ThreadUp’s IPO and the Continued Importance of Re-Commerce
» Shares of ThredUp popped 40%+ on its opening trading day as shares were originally priced at $14, opened trading at $16, and closed above $20
      ̶ ThredUp’s market cap was over $2Bn on its first day of trading, though it still lagged behind direct competitors Poshmark and The
          RealReal, and other legacy competitors such as eBay
» The online secondhand marketplace category is quickly rising with strong tailwinds as new consumers increasingly utilize the combination of step
    discounting, always present with secondhand marketplaces, with the increased supply and ease of online shopping
        ̶ Piper Sandler notes that 47% of upper-income teens have bought something secondhand and 55% have sold something secondhand
        ̶ They also cited that 34% of all females have heard of ThredUp, while 19% have used the service
» In addition to consignment sales, ThredUp also offers RaaS (Resale-as-a-Service), partnering with 21 brands and retailers such as Athleta,
    Madewell, Walmart, Banana Republic, and eBay
        ̶ This type of service benefits ThredUp through high margin sales, managing supply more efficiently, and by creating brand awareness while
          the partner drives incremental revenue and is introduced to new customers

ThredUp Stock Performance since IPO                                                           Analyst Coverage and Key Stats
                                                          Mkt. Cap             $1.6Bn
                                                          EV / LTM Rev          10.2x
                                                                                        $35   “infrastructure
                                                                                                TDUP’s automated logistics
                                                                                                              and unit efficiency
                                                                                                                                      “advantage
                                                                                                                                         ThredUp has a decade long
                                                                                                                                                 against potential new
9MM                                                                                                           “
                                                                                                create a moat around                                                          “
                                                                                        $30                                            competition due to investments in
                 Shares open                                                                    the business                           infrastructure, technology, and data
                 trading at $18.25
                                                        Shares now trade                $25
                                                        slightly above $18
6MM
                                                                                        $20

                  Raises $168MM in IPO
                  priced at $14.00/share
                                                                                        $15
                                                                                                 1.2 MM                             428k                 4 MM
3MM                                                                                     $10     Active Buyers               Active Sellers            2020 Orders
                                                                                        $5                 5.5 MM                          $3.3 Bn
    -                                                                                   -
                                                                                                       Item Distribution              Saved off Retail
    3/26/21      4/2/21            4/9/21           4/16/21            4/23/21                             Capacity                    Price by Users
                  Sources:
                  ThredUp S-1 Filing, Wall Street Research. Stock data as of 4/27/21.                                                                                    22
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
SPACs are on Fire – What is Going On?
                                                                                                                               2020 SET NEW IPO PROCEEDS HIGHWATER MARK
                                                                                                          Issuance in $Bn; average size in $MM
  » In recent years, the number of SPAC IPOs has accelerated as
                                                                                                                          10        8           17    12         33        46      59         248       189
    they have gained credibility
                                                                                                                                                                                                       $108.4
                                                                                                                                                                $294                         $335
  » The SPAC IPO market is shattering historical highs
                                                                                                           $11 0.0                                                                                              $35 0

                                                                                                                                                     $269                                                $321
                                                                                                                                                                          $233               $83.0
                                                                                                                                                                                                                $30 0
                                                                                                            $90 .0

                                                                                                                                                                                  $231                 $47.7
    – SPAC IPO proceeds grew ~6x in 2020, with $83Bn+ closed vs.                                            $70 .0
                                                                                                                                           $195                                                                 $25 0

      $14Bn in 2019                                                                                                                $150                                                                         $20 0

                                                                                                                         $110
                                                                                                            $50 .0

                                                                                                                                                                                                                $15 0

    – The average SPAC IPO size increased ~45% from $231MM in                                               $30 .0

                                                                                                                                                                $10.0     $10.7   $13.6                $60.7    $10 0

                                                                                                                         $1.1      $1.8    $3.9      $3.5
      2019 to $335MM in 2020                                                                                $10 .0
                                                                                                                                                                                                                $50

                                                                                                           ($10.0)                                                                                              -

    – SPAC IPOs represented ~25% of overall U.S. IPOs in 2020(1)                                                         2013      2014    2015      2016       2017      2018    2019       2020      2021
                                                                                                                                                                                                       YTD
  » ~$113Bn in SPAC IPO proceeds ready for deployment                                                                               # of IPOs        IPO          Pending IPO           Average Size

  » De-SPAC success rate is high, 90+%, with only 5 that have
    liquidated since 2017
                                                                                                                                          HISTORICAL DE-SPAC VOLUMES
                                                                                                          De-SPAC in $Bn; average size in $MM
  » Strong M&A backdrop, with 66 de-SPAC transactions
                                                                                                                               9          13               17            25             66             15
    completed in 2020                                                                                         $14 0.0                                                                                                 $2, 000

                                                                                                                                                                                   $1,793                $1,843       $1, 800

    – De-SPAC volumes jumped from $3Bn in 2016 to $115Bn+ in                                                  $12 0.0

                                                                                                                                                      $1,330                                                          $1, 600

      2020                                                                                                    $10 0.0

                                                                                                                                                                        $1,035
                                                                                                                                                                                                                      $1, 400

                                                                                                                                                                                   $118.3
                                                                                                                                                                                                                      $1, 200

                                                                                                                $80 .0

                                                                                                                                                                                                                      $1, 000

                                                                                                                $60 .0

                                                                                                                                          $562        $22.6                                                           $80 0

                                                                                                                $40 .0
                                                                                                                           $356                                         $25.9                                         $60 0

                                                                                                                                                                                                                      $40 0

                                                                                                                $20 .0
                                                                                                                                          $7.3
                                                                                                                           $3.2                                                                      $27.6            $20 0

                                                                                                                     -                                                                                                $0

                                                                                                                           2016           2017         2018        2019             2020       2021 YTD
                                                                                                                                    # of De-SPACs        De-Spac Value              Average Size

                                                     High Profile Participants Further Boost Credibility

                Sources:
                Wall Street research, FactSet, Capital IQ, GCA research, as of 3/1/2021.                                                                                                                       23
                1)    SPAC IPO % represents # of SPAC IPOs over # of SPAC IPOs + # of Traditional IPOs.
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
SPAC Trading Performance is Improving with Quality

 Size Matters                                                                Quality is Increasing Over Time                                           Tech Outperforms the Broader Market

                                                                  Mean Share Price                                                             Median Share Price

                         ~30% Premium                                                                   ~30% Premium                                                           ~45% Premium
            $16.63                                                                         $16.65
 $18 .00
                                                                               $18 .00

                                                                                                                                                         $25 .00

 $16 .00
                                                                               $16 .00

 $14 .00

                                                     $12.84                    $14 .00
                                                                                                                                     $13.05                          $19.46
                      $13.52                                                                         $13.52                                              $20 .00

 $12 .00
                                                                               $12 .00

 $10 .00
                                       $10.49                                  $10 .00
                                                                                                                                                         $15 .00
                                                                                                                                                                              $15.77             $13.72
  $8. 00
                                                                                $8. 00
                                                                                                                        $8.66
                                                                                                                                                         $10 .00
                                                                                                                                                                                        $10.89
  $6. 00
                                                                                $6. 00

  $4. 00
                                                                                $4. 00

                                                                                                                                                          $5. 00

  $2. 00
                                                                                $2. 00

       -
                                                                                     -                                                                         -

            $200M+
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Three Recent Consumer Subscription Companies Going Public via SPAC

                                      Subscription-based
                                                                                                    Subscription-based at-home
                                   platform supplying sexual       Subscription-based platform
       Description                                                                                   fitness classes, connected
                                   health, hair loss, and other   supplying treat boxes for dogs
                                                                                                   machines, and wellness products
                                      medical treatments

   ’21E / ’20A Growth                              36%                        65%                               26%

      ’21E Revenue                                $202M                       $369                             $1.1Bn

      EV / ’21E Rev                               11.8x                       4.4x                              2.6x

   ’21E Gross Margin                               75%                        60%                               68%

  EV / ’21E Gross Profit                          15.8x                       7.4x                              3.9x

       The SPAC path to IPO will be an increasingly relevant option for emerging e-commerce and marketplace
       companies over the next 24 months and there are more than 20 relevant SPACs for the sector on file

               Sources:
               Capital IQ, and company filings.                                                                                  25
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Selected LTM M&A and Financing Activity
M&A Transactions ($MM)                                                     Financings ($MM)

 Ann.                                                         Enterprise     Ann.
            Acquirer                          Target                                    Investor   Target   Amount
 Date                                                           Value        Date

3/11/21                                                         Conf.       3/24/21                          $320

 2/2/21                                                        $1,100       3/23/21                         $1,150

10/30/20                                                       $1,500       3/16/21                          $200

10/13/20                                                         NA        11/12/20                          $275

10/2/20                                                         $300       10/28/20                          $100

9/29/20                                                         $420       10/21/20                         $100+

 9/8/20                                                         $425        10/8/20                          $200

 8/3/20                                                         $252        9/11/20                          $85

6/10/20                                                        $7,521       9/10/20                          $33

5/28/20                                                         $280        7/1/20                           $453

5/13/20                                                         $190        4/29/20                          $128

             Sources:
             Capital IQ, Pitchbook, company press releases.                                                          26
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Top 10 Leaders in Private Funding Raised-to-Date
 Company                    Headquarters                       Founded   Amt. Raised ($MM)(1)   Company Description

                                                                                                Provider of an on-demand goods delivery application
                          San Francisco, CA                     2012            $2,640
                                                                                                designed to order groceries from local stores

                                                                                                Provider of on-demand delivery services intended to
                           Philadelphia, PA                     2013            $2,435
                                                                                                offer convenience items

                                                                                                Operator of the e-commerce business for all major
                            Jacksonville, FL                    1995            $2,290          professional sports leagues, major media brands and
                                                                                                collegiate and professional team properties

                                                                                                Operator of an e-commerce and retail brand created
                             Walpole, MA                        2018            $1,950
                                                                                                to acquire and cultivate category-leading products

                                                                                                Provider of a peer-to-peer, car-sharing marketplace
                          San Francisco, CA                     2009            $840
                                                                                                intended to serve cities across the US and Europe

                                                                                                Operator of an online shopping platform designed to
                             Bellevue, WA                       2011            $834
                                                                                                offer a simple way to buy and sell locally

                                                                                                Provider of meetings and events technology that offers
                              McLean, VA                        1999            $762
                                                                                                a marketplace that connects venues with professionals

                             Palo Alto, CA                      2009            $664            Operator of an online home furnishing marketplace

                                                                                                Provider of vacation rental marketplace that
                             Portland, OR                       2009            $639            streamlines the rental experience for homeowners and
                                                                                                guests

                                                                                                Provider of an online marketplace designed to trade
                               Detroit, MI                      2015            $565
                                                                                                high-demand and limited-edition sneakers
             Notes:
             Represents U.S. companies.
             Sources: Pitchbook, LinkedIn, Company Websites.                                                                                          27
             1)    Includes debt and equity financing.
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Selected Active Investors
 Investor Type                    Investor Logos

 Accelerators / Seed

  Venture Capital /
   Private Equity

 Corporate Investors

     Alternative
      Investors

                 Sources:
                 Capital IQ, Pitchbook, Wall Street Research.   28
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Most Active Deal Makers
 Company                  Headquarters                        Number of Deals                        Selected Investments & M&A

                            San Jose, CA                                15
                            Tokyo, Japan                                12
                       Shirebrook, United
                            Kingdom                                     10
                            Seattle, WA                                 10
                           Unterföhring,
                            Germany                                     10
                         Hangzhou, China                                  9
                        Cape Town, South
                             Africa                                       9
                        Northwich, United
                            Kingdom                                       9
                             Chicago, IL                                  7
                          Bentonville, AR                                 7
            Notes:
            Represents investments since 2010 in North America and Europe with the exception of Walmart’s acquisition of Flipkart.   29
            Sources: Capital IQ, Pitchbook, Wall Street Research.
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        30
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Valuation Overview

                           Marketplace                                        E-commerce

             EV / ’21 Revenue             8.5x                      EV / ’21 Revenue              2.7x

            Revenue CAGR ‘20-’22          31.9%                    Revenue CAGR ‘20-’22          23.3%

              EV / ’21 EBITDA             23.3x                      EV / ’21 EBITDA              22.5x

             ’21 EBITDA margin            6.2%                      ’21 EBITDA margin             7.2%

      Marketplace and e-commerce multiples have remained strong as the categories continue to reap the
      benefits of robust business momentum and industry tailwinds

            Source:
            Capital IQ as of 4/27/21.                                                                     31
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Public Offerings Coming Soon
                                                        Capital Raised                Latest
      Company                       Status                                                                                                Description
                                                           to Date                   Valuation

                                                                                                            Provider of an online shopping platform designed to offer craft luxury-
                              Filed for IPO on                                                            grade denim. The company's online shopping platform offers denim with a
                              the Nasdaq on                  $25MM                    $94MM                  simple design, superior quality and a pared-down product selection,
                                  April 12th                                                                 enabling consumers to get premium denim and luxury essentials at
                                                                                                                       discounted rates than the traditional retail price.

                                                                                                             Developer of an online employment marketplace intended to help
                              Filed for direct
                                                                                                          employees find the right job. The company's connects employers and job
                               listing on the
                                                            $219MM                     $1.5Bn             seekers, enabling job seekers to easily search and apply for jobs and help
                              NYSE on April
                                                                                                           businesses distribute job postings affordably and filter candidates and
                                     23rd
                                                                                                                                     review applications.

                                                                                                            Developer of a mobile-based restaurant discovery platform designed to
                              Filed for IPO on
                                                                                                            place food orders online. The company's platform provides information
                                Indian stock
                                                                                                           about restaurants globally and offers online ordering, food delivery, table
                              exchanges NSE                  $2.4Bn                    $5.4Bn
                                                                                                          reservations and premium restaurant subscription services, enabling users
                                 and BSE on
                                                                                                              to discover, rate and review restaurants, as well as create their own
                                  April 28th
                                                                                                               networks of fellow food enthusiasts for trusted recommendations.

                                                                                                           Operator of an on-demand goods delivery application that facilitates the
                                In discussion
                                                                                                            delivery of essential goods to busy people and families. The company
                                 with banks;
                                                             $2.5Bn                   $17.7Bn               offers full-service and in-store shopper services through a network of
                                potential H1
                                                                                                          independent shoppers with same-day delivery and pickup service of fresh
                                 2021 IPO (1)
                                                                                                                               groceries and everyday essentials.

                                                                                                          Flipkart is an Indian-based e-commerce marketplace that connects sellers
                               Targeting IPO
                                                       Majority owned                                     and consumers. The platform offers over 80 million products across over
                                as soon as                                           $20.8Bn(3)
                                                        by Walmart                                        80 categories such as electronics, fashion, home essentials, groceries, and
                                Q4 2021(2)
                                                                                                           other lifestyle products. Flipkart is aiming for a valuation of at $35Bn. (2)

             Sources:
             1) The Guardian, January 2021.
             2) Business Insider, April 2021.                                                                                                                                        32
             3) Enterprise Value of Walmart’s acquisition of a 77% stake in Flipkart for $16Bn in 2018.
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        33
M&A AND FINANCINGS
Precedent M&A Transactions
($MM)
Announced                                                               Enterprise   EV / Revenue           EV / EBITDA
  Date                Acquirer                          Target          Value (EV)   LTM        NTM         LTM    NTM    Target Description
                                                                                                                          Operator of an online marketplace designed to offer information related to strategic acquisition
  4/8/21                                                                   NA        NA          NA         NA      NA
                                                                                                                          opportunities
                                                                                                                          Operator of an online marketplace that sells pet products. The company offers beds, toys and
  4/6/21                                                                   NA        NA          NA         NA      NA
                                                                                                                          accessories such as blankets and mats for dogs and cats
                                                                                                                          Operator of an ecommerce brand that specializes in supplying lifestyle products on third-party
 3/17/21                                                                   NA        NA          NA         NA      NA
                                                                                                                          ecommerce platforms
                                                                                                                          Provider of on-demand food delivery services intended to deliver local food at the doorstep of
 3/17/21                                                                   $23       NA          NA         NA      NA
                                                                                                                          users
                                                                                                                          Operator of a full-service rental property management platform intended to provide premier
 3/11/21                                                                                     Confidential
                                                                                                                          vacation homes in various travel destinations
                                                                                                                          Operator of an online sports retail platform that supplies a wide range of tennis racquets and
 2/11/21                                                                   NA        NA          NA         NA      NA
                                                                                                                          equipment, running shoes, sports apparel and accessories from various sports brands
                                                                                                                          Operator of an online retailer of precious metals, from bars to rounds to coins that works directly
  2/9/21                                                                   $113      NA          NA         NA      NA
                                                                                                                          with mints and distributors
                                                                                                                          Developer of artificial intelligence driven online marketplace for employers and job seekers that
  2/8/21                                                                    $9       NA          NA         NA      NA
                                                                                                                          brings technology expertise to the staffing sector

  2/5/21                                                                   NA        NA          NA         NA      NA    Operator of an online retail store offering a wide range of discounted consumer apparel

                                                                                                                          Developer of an online liquor retail platform intended to deliver alcohol and other related
  2/2/21                                                                  $1,100     NA          NA         NA      NA
                                                                                                                          products
                                                                                                                          Operator of a marketplace and innovation discovery platform for health care purchasers to drive
 1/22/21                                                                   NA        NA          NA         NA      NA
                                                                                                                          impact through action
                                                                                                                          Manufacturer and online retailer of reliable IT and A/V infrastructure components for data
  1/6/21                                                                   NA        NA          NA         NA      NA
                                                                                                                          centers
                                                                                                                          Operates an online rental classifieds service, at www.avail.co, for do-it-yourself landlords and
 12/17/20                                                                  NA        NA          NA         NA      NA
                                                                                                                          tenants
                                                                                                                          Operator of a shipping payment e-commerce network intended to connect retailers with
 12/2/20                                                                   NA        NA          NA         NA      NA
                                                                                                                          consumers
                                                                                                                          Provider of food preparing and delivery services intended to offer a perfect balance of nutrition
 11/23/20                                                                  $277      1.8 x       2.7 x      NA      NA
                                                                                                                          and taste to enhance mind and body performance
                                                                                                                          Provider of a weekly subscription service intended to offer fresh, chef-cooked meals that can be
 10/30/20                                                                 $1,500     NA          4.2 x      NA      NA
                                                                                                                          heated and served directly to customers' doors

 10/13/20   Broadband Capital Investments                                  $70       NA          NA         NA      NA    Provider of online retail platform intended to sell indoor and outdoor gardening products

                                                                                                                          99designs is an operator of a global creative platform intended to connect designers and
 10/5/20                                                                   NA        NA          NA         NA      NA
                                                                                                                          businesses

 10/2/20                                                                   $300      0.5 x       NA         NA      NA    Operator of an online retail platform selling food and grocery products

                                                                                                                          Provider of an online marketplace for bikes intended to help make extra cash by sharing the
 9/29/20                                                                   NA        NA          NA         NA      NA
                                                                                                                          vehicle

                       Sources:
                       Capital IQ, Pitchbook, company press releases.                                                                                                                                                    34
M&A AND FINANCINGS
Precedent M&A Transactions (cont’d)
($MM)
Announced                                                     Enterprise   EV / Revenue           EV / EBITDA
  Date      Acquirer                          Target          Value (EV)   LTM        NTM         LTM    NTM    Target Description
 9/23/20                                                         NA        NA          NA         NA      NA    Operator of a website intended to provide dog food and accessories

  9/8/20                                                         NA        NA          NA         NA      NA    Developer of an e-commerce platform designed for auto part industry

                                                                                                                Operator of an e-commerce platform for high-design furniture and accessories for the office and
  9/1/20                                                         NA        NA          NA         NA      NA
                                                                                                                home

  8/3/20                                                         $210      NA          NA         NA      NA    Provider of an online shopping platform designed to sell household appliances

                                                                                                                Developer of a direct-to-consumer software system that connects breweries and consumers
 7/27/20                                                         NA        NA          NA         NA      NA
                                                                                                                through a mobile marketplace

 10/13/20                                                        NA        NA          NA         NA      NA    Operator of an online marketplace designed to retail shoes and related accessories

                                                                                                                Designer and provider of an online shopping platform designed to offer ways to shop the latest
 10/2/20                                                         NA        NA          NA         NA      NA
                                                                                                                trends in menswear and women's wear
                                                                                                                Operator of a digital coupon marketplace, intended to offer a savings destination which connects
 9/29/20                                                         $420      NA          NA         NA      NA
                                                                                                                consumers with retailers, restaurants and brands, both online and in-store
                                                                                                                Direct-to-consumer contact lens retailer offering easy, convenient and hassle-free replacement of
 9/23/20                                                         NA        NA          NA         NA      NA
                                                                                                                contact lenses of the most popular brands at competitive prices
                                                                                                                Operator of an online marketplace intended to make wholesale automotive deals simple and
  9/8/20                                                         $425      NA          NA         NA      NA
                                                                                                                transparent
                                                                                                                Operator and retailer of a personalized products online marketplace intended to aspire, inspire,
  9/1/20                                                         NA        NA          NA         NA      NA
                                                                                                                motivate

 8/28/20                                                         $250      NA          NA         NA      NA    Provider of online and catalog retail services intended to provide direct-to-consumer service

 8/24/20                                                         $16       1.2 x       NA         NA      NA    An e-commerce brand in the health and personal wellness category

  8/3/20                                                         $252      NA          NA         NA      NA    Online retailer of gifting products

                                                                                                                Developer of a digital marketplace and platform intended to help in scheduling on-demand pet
 7/27/20                                                         NA        NA          NA         NA      NA
                                                                                                                care
                                                                                                                Developer of an interactive gym designed to bring the essential components of a studio workout
 6/29/20                                                         $500      NA          NA         NA      NA
                                                                                                                at home
                                                                                                                Operator of an online marketplace intended to provide high-quality stock media at a fraction of
 6/25/20                                                                           Confidential
                                                                                                                the cost
                                                                                                                Provider of an online shopping platform designed to offer a range of beauty and personal care
 6/23/20                                                         NA        NA          NA         NA      NA
                                                                                                                products, food products, household and kitchen products and stationery

 6/17/20                                                         NA        NA          NA         NA      NA    Operator of an online clothing retail store that providing womens clothing and fashion products

  6/1/20                                                        $7,521     5.6 x       4.7 x      NM      NM    Provides an online takeout food platform for diners through over 50,000 restaurant partners

             Sources:
             Capital IQ, Pitchbook, company press releases.                                                                                                                                                     35
M&A AND FINANCINGS
Precedent M&A Transactions (cont’d)
($MM)
Announced                                                     Enterprise   EV / Revenue        EV / EBITDA
  Date      Acquirer                          Target          Value (EV)   LTM     NTM        LTM      NTM      Target Description
 5/28/20                                                         $280      8.1 x   NA         NA       NA       Provider of an online database for internet graphics

 5/27/20                                                         NA        NA      NA         NA       NA       Retailer of nutritional supplements and fitness-related products

                                                                                                                Operator of an online real estate marketplace that allows for the search, listing and transacting of
 5/13/20                                                         $190      3.3 x   NA         NA       NA
                                                                                                                properties online
                                                                                                                Operator of an online design marketplace intended to sell ready-to-use design content from
 4/30/20                                                         NA        NA      NA         NA       NA
                                                                                                                independent creators around the world

 3/25/20                                                         $120      NA      NA         NA       NA       Developer of a mobile platform designed to facilitate buying and selling of local goods

                                                                                                                Developer of financial education and recommendation platform intended to offer free credit
 2/24/20                                                         $525      2.5 x   2.4 x      37.2 x   25.8 x
                                                                                                                scores and reports with monitoring

 2/24/20                                                         NA        NA      NA         NA       NA       Operator of a real estate marketplace platform based in Seattle, Washington

 2/13/20                                                         NA        NA      NA         NA       NA       Operator of an online marketplace for buying and selling highly valued items

                                                                                                                Developer of ticketing software and solutions intended to bring the joy of live shows to fans
 2/13/20                                                        $4,050     NA      NA         NA       NA
                                                                                                                globally

 2/11/20                                                         $485      2.3 x   NA         NM       NA       Provider of online marketplace for connecting people seeking care services

 1/27/20                                                         NA        NA      NA         NA       NA       Operator of an online store focused on selling indie and vintage-inspired women's clothing

 10/31/19                                                        NA        NA      NA         NA       NA       Operator of an e-commerce website intended to offer apparel, shoes and accessories

 10/15/19                                                        NA        NA      NA         NA       NA       Operator of an online platform intended to provide customizable products for weddings

 10/10/19                                                        $100               Confidential                Provider of online photography services and photo products

                                                                                                                Operator of an e-commerce website offering ergonomic home and office furniture intended to
 8/29/19                                                         $35       0.6 x   NA         NA       NA
                                                                                                                create energizing spaces

 8/21/19                                                         $275      NA      NA         NA       NA       Provider of an online marketplace designed for new, used and vintage music gear

  8/6/19                                                         NA        NA      NA         NA       NA       Provider of an online marketplace intended to offer a range of sports apparel and accessories

  8/2/19                                                         $18       NA      NA         NA       NA       Retailer of engraved, monogrammed or custom-made gifts online

                                                                                                                Manufacturer and retailer of intimate apparel intended to offer comfortable undergarments for
 7/31/19                                                         $140      NA      NA         NA       NA
                                                                                                                women

  7/9/19                                                         NA        NA      NA         NA       NA       Operator of online retail hunting and outdoor apparel shop headquartered in Franklin, Tennessee

             Sources:
             Capital IQ, Pitchbook, company press releases.                                                                                                                                                     36
M&A AND FINANCINGS
Precedent M&A Transactions (cont’d)
($MM)
Announced                                                              Enterprise   EV / Revenue     EV / EBITDA
   Date              Acquirer                          Target          Value (EV)   LTM     NTM     LTM     NTM      Target Description
                                                                                                                     Manufacturer and retailer of photo-based products and services for customers in the United
  6/10/19                                                                $2,751     NA      NA      NA       NA
                                                                                                                     States through its portfolio of brands
                                                                                                                     Provider of online photo services enabling the users of film cameras, digital cameras and camera
  6/10/19                                                                 NA        NA      NA      NA       NA
                                                                                                                     phones to share, print and store their photos online

  6/13/19                                                                 $160      NA      NA      NA       NA      Operator of an online marketplace intended to offer various deals on retail stores

  5/21/19                                                                 NA        NA      NA      NA       NA      Provider of an online marketplace designed for live auctions of collectibles, antiques and fine art

                                                                                                                     Operator of an e-commerce platform designed to offer exclusive editions of artwork by
   5/1/19                                                                 NA        NA      NA      NA       NA
                                                                                                                     prominent contemporary artists
                                                                                                                     Provider of an online platform intended to help users feel good and inspire them to do good as
   4/4/19                                                                 $750      1.9 x   NA      NA       NA
                                                                                                                     well

Summary Statistics
Mean                                                                                2.9x     3.6x   37.2x    25.8x

Median                                                                              2.3x     3.6x   37.2x    25.8x

                      Sources:
                      Capital IQ, Pitchbook, company press releases.                                                                                                                                                37
M&A AND FINANCINGS
Precedent Financings
($MM)
Announced                                                      Amount     Total   Enterprise
  Date      Investor                          Target          Invested   Raised   Value (EV)   Target Description
                                                                                               Provider of an online healthcare platform designed to connect quality medical professionals with hospitals when
 4/26/21                                                        $50       $53        $90
                                                                                               patients need them
                                                                                               Manufacturer of sustainable design furniture and operater of an online marketplace that offers apartment
 4/22/21                                                        $15       $25        NA
                                                                                               furniture enabling consumers to order furniture with easy shipping and transport

  4/7/21                                                        $27       $50        $177      Operator of an online marketplace designed to connect luxury goods factories directly to consumers

                                                                                               Operator of an online marketplace that delivers local produce, sustainable meat, seafood products, and grocery
 3/29/21                                                       $100      $337        NA
                                                                                               staples, enabling consumers to order groceries and get them delivered at their home or office

 3/25/21                                                        $29       $33        $117      Operator of a grocery marketplace intended to connect consumers with local merchants

 3/24/21                                                       $320      $2,290    $12,800     Operator of a multi-channel sports merchandise retailer

 3/23/21                                                       $1,150    $2,435     $8,900     Developer of a go-to application intended to deliver daily essentials within minutes

                                                                                               Operator of a health insurance marketplace intended to improve healthcare benefits for employers and
 3/17/21                                                        $28       $72        NA
                                                                                               consumers

 3/16/21                                                       $200      $253       $1,700     Developer of an online marketplace designed to connect consumers to local dispensaries for cannabis

 2/19/21                                                        $23       $24        NA        Developer of a wholesale marketplace built to connect small business owners and independent brands

                                                                                               Provider of a premier online shopping platform intended to offer baby and children's fashion and lifestyle
 2/11/21                                                        $30       $50        NA
                                                                                               products

 2/10/21                                                        $42       $67        $128      Provider of an online retail platform designed to facilitate both offline and online shopping for customers

  2/3/21                                                       $115      $222        NA        Developer of a wine marketplace designed to view ratings for wines from around the globe

                                                                                               Developer of an online travel service platform designed to help users to discover and book outdoor stay and
  1/7/21                                                        $57       $99        $377
                                                                                               camping experiences

  1/5/21                                                        $80      $144        $510      Developer of an online marketplace designed to provide warehousing spaces on-demand

 12/22/20                                                      $100      $145        $175      Operator of an online marketplace designed to offer access to the global network of fully finished apartments

 12/15/20                                                       $40       $40        NA        Developer of an online platform for boutique products based in Lehi, Utah

                                                                                               Provider of an online marketplace created to offer healthcare practice loans and commercial real estate
 12/15/20                                                       $34       $38        NA
                                                                                               mortgages

 11/13/20                                                       $72      $273        NA        Operator of a learning platform intended to connect students all over the world to the best instructors

 11/12/20                                                      $275      $565       $2,800     Provider of an online marketplace designed to trade high-demand and limited edition sneakers

             Sources:
             Capital IQ, Pitchbook, company press releases.                                                                                                                                                  38
M&A AND FINANCINGS
Precedent Financings (cont’d)
($MM)
Announced                                                      Amount     Total   Enterprise
  Date      Investor                          Target          Invested   Raised   Value (EV)   Target Description
 11/9/20                                                       $250      $323        NA        Provider of an online health and beauty marketplace designed to offers a robust catalog directly to consumers

 10/28/20                                                      $100      $621        $750      Operator of an online renting platform intended to revolutionize the accessories and dressing industry

 10/21/20                                                      $100      $164        NA        Provider of online peer-to-peer recreational vehicle rental services

                                                                                               Operator of an on-demand goods delivery application intended to facilitate the delivery of essential goods to
 10/8/20                                                       $200      $2,470    $17,500
                                                                                               busy people and families
                                                                                               Developer of a digitized online mortgage lending platform designed to democratize the home-financing
 10/5/20                                                       $200      $454       $4,000
                                                                                               ecosystem
                                                                                               Developer of an online food marketplace platform intended to deliver farm-fresh food to doors all across the
 10/5/20                                                        $60      $166        $450
                                                                                               United States

 9/23/20                                                       $100      $290       $1,750     Provider of an online footwear marketplace intended to buy and sell sneakers online

 9/17/20                                                       $380      $1,280     $3,520     Developer of a go-to application intended to deliver daily essentials within minutes

                                                                                               Developer of an online retail platform designed to provide consumers with well-designed, quality clothing and
 9/11/20                                                        $85      $145        $635
                                                                                               accessories at an approachable price point
                                                                                               Operator of an online marketplace for home furniture and home decor items designed to help people to buy
 9/10/20                                                        $33       $65        $108
                                                                                               and sell chic furnishings in an easy-to-use online marketplace

  9/9/20                                                        $12       $28        NA        Provider of an online marketplace for trading used bicycles and cycling accessories

  9/3/20                                                        $40       $73        NA        Provider of an online health and beauty marketplace designed to offers a robust catalog directly to consumers

 8/27/20                                                        $39       $62        NA        Operator of an e-commerce platform intended to sell secondhand luxury bags

 8/17/20                                                        $35       $84        $635      Operator of an online Chinese supermarket intended to offer authentic gourmet delicacies from Asia

 8/13/20                                                       $350      $1,970     $6,200     Operator of a multi-channel sports merchandise retailer

  7/1/20                                                       $453      $834        NA        Operator of an online shopping platform designed to offer a simple way to buy and sell locally

 6/30/20                                                        $30      $274        $400      Operator of an online shopping platform intended to offer wholesale club experience for modern shoppers

 5/14/20                                                        $15       $73        $120      Operator of an e-commerce platform and offline stores intended to offer secondhand luxury handbags

 4/29/20                                                       $128      $290       $1,328     Provider of an online marketplace designed to trade high-demand and limited edition sneakers

                                                                                               Operator of an online marketplace intended to provide information on residential properties and rented
 3/10/20                                                        $60      $150        $400
                                                                                               workspace

             Sources:
             Capital IQ, Pitchbook, company press releases.                                                                                                                                               39
M&A AND FINANCINGS
Precedent Financings (cont’d)
($MM)
Announced                                                      Amount     Total   Enterprise
  Date      Investor                          Target          Invested   Raised   Value (EV)   Target Description
  2/6/20                                                        $30       $45        $95       Operator of an online marketplace designed to offer access to the global network of fully finished apartments

  2/5/20                                                        $17       $25        $38       Provider of an online retail platform designed to facilitate both offline and online shopping for customers

                                                                                               Developer of an e-commerce platform designed to change the way people discover and shop for designer
 1/31/20                                                       $100      $420        $775
                                                                                               fashion
                                                                                               Developer of an online marketplace built on pioneering technology intended to connect today's dynamic
 1/31/20                                                        $17       $23        $67
                                                                                               workforce with companies facing increasingly complex staffing requirements
                                                                                               Developer of an online flower delivery platform designed to connect farms and a curated network of artisan
 1/30/20                                                        $16       $74        $126
                                                                                               florists directly to consumers

 12/9/19                                                        $10       $12        NA        Developer of an online marketplace platform designed to offer products for home decoration

 12/2/19                                                        $40       $61        $440      Developer of an online shopping platform designed to help women rediscover fashion

 11/18/19                                                       $16       $26        $84       Operator of an online retail platform intended to sell meat and seafood products

 11/6/19                                                        $16       $27        $46       Provider of an online marketplace intended to offer and help users browse commercial spaces

 10/2/19                                                        $35       $49        $400      Operator of an online retail platform intended to provide professional clothing for women

                                                                                               Developer of a lifestyle membership platform designed to provide women with products from premium and
  9/1/19                                                        $80       $89        $930
                                                                                               emerging brands

 8/26/19                                                       $100      $112        NA        Operator of an online retail platform intended to sell bedding textiles

                                                                                               Developer of an online clothing retail platform designed to offer thrift shopping online while making it
 8/21/19                                                       $175      $338        $670
                                                                                               mainstream
                                                                                               Developer of an online marketplace designed to transform the way the meetings are booked to benefit event
 8/20/19                                                        $50       $56        NA
                                                                                               planners and hoteliers

  8/6/19                                                        $40       $40        NA        Provider of an online ticketing marketplace to buy and sell tickets

  8/1/19                                                       $300      $1,800    $11,200     Operator of a mobile e-commerce platform designed to make affordable products accessible to everyone

  7/5/19                                                        $14       $23        $59       Developer of a retail platform intended to bring modern brick-and-mortar shopping experience online

                                                                                               Developer of an online kids shopping platform intended to help kids to be socially responsible and make an
 6/26/19                                                        $15       $28        $55
                                                                                               impact

 6/25/19                                                       $150      $424       $1,700     Provider of an online marketplace designed to hire workers and offer local services

                                                                                               Operator of an online luxury footwear platform intended to offer branded shoes and other fashion apparel and
 6/17/19                                                        $50       $90        $165
                                                                                               accessories

             Sources:
             Capital IQ, Pitchbook, company press releases.                                                                                                                                                  40
M&A AND FINANCINGS
Precedent Financings (cont’d)
($MM)
Announced                                                      Amount     Total   Enterprise
  Date      Investor                          Target          Invested   Raised   Value (EV)   Target Description
                                                                                               Operator of an e-commerce platform intended to be used for the wholesale ordering of professional grade
 5/14/19                                                        $25       $31        $95
                                                                                               supplements

  5/7/19                                                        $43       $64        $193      Developer of an online marketplace designed to provide warehousing spaces on-demand

 4/15/19                                                        $25       $48        $110      Operator of an online marketplace intended to make wholesale automotive deals simple and transparent

                                                                                               Developer of a shopping platform aimed to connect consumers to the items and brands that match their
 4/12/19                                                        $20       $31        $100
                                                                                               preferences

 4/10/19                                                       $181      $303        $511      Provider of an online car marketplace designed to simplify the process of buying and selling cars

  4/9/19                                                        $12       $22        $80       Developer of an online mobile shopping application designed to purchase items directly from retailers

  4/1/19                                                        $29       $54        NA        Provider of an online marketplace intended to sell pre-owned luxury goods

 3/22/19                                                        $50      $338       $1,050     The RealReal Inc provides online marketplace for authenticated and consigned luxury goods

 3/21/19                                                       $125      $521       $1,000     Developer of an online renting platform intended to revolutionize the accessories and dressing retail industry

             Sources:
             Capital IQ, Pitchbook, company press releases.                                                                                                                                                41
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        42
APPENDIX – PUBLIC COMPANY VALUATIONS
($MM, except per share data)
                                           Stock Price    Market        Cash &         Total        Enterprise      EV / Revenue              EV / EBITDA             Revenue Growth             EBITDA Margin
Company                                    4/27/2021        Cap        ST. Invest.     Debt         Value (EV)   CY21E        CY22E        CY21E       CY22E        21E/20A     22E/21E        CY21E        CY22E
Marketplaces
Alibaba Group Holding Limited                 $237.77      $644,623        $70,790      $22,676       $617,470       4.5x           3.8x      17.4x         14.9x        40%           19%         26%            25%
Uber Technologies                               $58.37     $108,612         $6,827      $10,374       $113,647       7.1x           5.2x       NM            NM          31%           37%         (3%)            6%
Airbnb                                        $181.14      $108,542         $6,391       $2,330       $104,481      21.8x          16.1x       NM            NM          47%           35%          3%            11%
MercadoLibre                                 $1,602.06      $79,894         $2,461       $1,708        $79,142      13.5x          10.0x       NM            NM          53%           34%          4%             7%
eBay Inc.                                       $62.69      $42,708         $3,826       $8,317        $47,199       4.0x           3.7x      11.2x         10.3x        18%            7%         35%            36%
Delivery Hero SE                               $169.43      $42,177         $2,903       $1,976        $41,248       6.9x           4.7x       NM            NM          90%           46%         (9%)           (1%)
Copart                                         $123.12      $29,095           $616         $512        $28,991      11.0x          10.0x      24.1x         21.0x        14%           11%         46%            47%
Etsy                                           $211.68      $26,904         $1,669       $1,138        $26,372      12.2x          10.2x      40.9x         33.2x        33%           20%         30%            31%
Carvana Co.                                    $294.59      $23,076           $432       $1,889        $24,947       2.8x           2.1x       NM            NM          65%           34%         (1%)            1%
Lyft                                            $63.73      $20,963         $2,251       $1,022        $19,734       6.5x           4.5x       NM            NM          29%           43%         (7%)            6%
Farfetch Limited                                $51.37      $18,196         $1,573         $827        $17,618       8.0x           6.1x       NM            NM          34%           30%          0%             6%
Just Eat Takeaway.com N.V.                     $106.05      $15,782           $656         $697        $15,829       3.3x           2.6x       NM            NM          70%           25%         (0%)            5%
Fiverr International Ltd.                      $223.47       $8,010           $487         $372         $7,894      27.3x          20.2x       NM            NM          54%           35%          7%            16%
Grubhub Inc.                                    $70.56       $6,580           $413         $615         $6,782       3.1x           2.6x      29.3x         20.1x        21%           17%         10%            13%
Deliveroo plc                                    $3.56       $6,514             $0           $0         $6,514       2.6x           2.1x       NM            NM           NA           23%        (14%)          (12%)
Vroom                                           $47.69       $6,466         $1,056         $347         $5,757       2.3x           1.4x       NM            NM          86%           60%        (10%)           (5%)
Upwork Inc.                                     $49.60       $6,248           $170          $35         $6,113      13.3x          10.9x       NM            NM          26%           22%          3%             7%
Coursera                                        $44.85       $5,719             $0           $0         $5,719      15.9x          12.5x       NM            NM           NA           27%        (15%)          (11%)
Stitch Fix                                      $46.69       $4,965           $307         $160         $4,818       2.2x           1.8x       NM            NM          22%           17%         (3%)           (0%)
Poshmark                                        $43.88       $3,293           $262          $55         $3,086       9.5x           7.4x       NM            NM          24%           29%          2%             4%
Shutterstock                                    $90.55       $3,310           $364          $40         $2,986       4.1x           3.8x      17.0x         15.7x        10%            7%         24%            24%
The RealReal                                    $25.22       $2,266           $355         $279         $2,190       5.1x           3.9x       NM            NM          41%           29%         NM            (11%)
ThredUp Inc.                                    $18.58       $1,688             $0           $0         $1,688       8.0x           6.2x       NM            NM           NA           30%         NM             (5%)
Summary Statistics
Mean                                                                                                                 8.5x           6.6x      23.3x         19.2x        40%           28%             6%           9%
Median                                                                                                               6.9x           4.7x      20.8x         17.9x        33%           29%             2%           6%
E-Commerce
Amazon.com                                   $3,481.69    $1,755,178       $84,396     $101,229     $1,772,011       3.7x           3.2x      24.5x         19.5x        25%            18%        15%           16%
JD.com                                          $79.38      $122,558       $22,465       $4,833       $110,146       0.8x           0.6x      30.1x         20.2x        27%            21%         3%            3%
Coupang                                         $44.00       $75,466            $0           $0        $75,466       3.9x           2.8x       NM            NM           NA            40%        (2%)          (1%)
Wayfair Inc.                                   $312.41       $32,402        $2,591       $3,626        $33,437       2.1x           1.7x      45.4x         30.5x        12%            20%         5%            6%
Zalando SE                                     $107.52       $27,217        $3,292       $2,163        $26,088       2.1x           1.8x      32.4x         26.4x        25%            20%         7%            7%
Vipshop Holdings Limited                        $32.66       $22,457        $2,989         $414        $20,019       1.0x           0.9x      13.9x         11.8x        25%            13%         7%            8%
Ocado Group plc                                 $30.30       $22,393        $2,811       $1,873        $21,550       5.7x           4.9x       NM            NM          20%            16%         3%            5%
Rakuten Group                                   $13.36       $21,042       $36,715      $24,102         $8,626       0.6x           0.5x      17.2x          4.2x         6%            11%         3%           12%
ZOZO                                            $34.70       $10,595          $557         $181        $10,219       6.9x           6.5x      22.1x         20.4x        10%             6%        31%           32%
ContextLogic Inc.                               $15.20        $9,394        $2,129          $52         $7,317       2.2x           1.8x       NM            NM          33%            21%        (6%)           0%
ASOS Plc                                        $72.54        $7,225          $128         $459         $7,556       1.4x           1.1x      14.4x         13.9x        29%            22%         9%            8%
boohoo group plc                                 $4.68        $5,839          $461          $18         $5,397       2.1x           1.5x      19.5x         15.5x        38%            43%        11%            9%
Shop Apotheke Europe N.V.                      $224.05        $4,018          $157          $47         $3,908       2.7x           2.1x       NM            NM          21%            31%         3%            3%
Zur Rose Group AG                              $379.20        $3,630          $340         $595         $3,885       2.0x           1.4x       NM            NM          11%            44%        (3%)           0%
Hims & Hers Health                              $12.21        $2,318          $100           $0         $2,218      11.0x           9.2x       NM            NM          40%            19%        NM            (9%)
AO World plc                                     $3.95        $1,868          $110         $137         $1,893       0.8x           0.7x      19.5x         15.3x        19%            14%         4%            4%
1-800-FLOWERS.COM                               $24.38        $1,581          $371         $278         $1,489       0.7x           0.7x       7.7x          7.7x        16%            (0%)       10%           10%
Boozt AB (publ)                                 $24.08        $1,534          $209          $86         $1,412       2.2x           1.9x      24.7x         20.3x        23%            17%         9%            9%
Westwing Group AG                               $57.22        $1,162          $128          $35         $1,065       1.7x           1.4x      19.0x         19.3x        20%            20%         9%            7%
Kogan.com Ltd                                    $8.41          $895           $61          $10           $844       2.5x           1.2x      13.9x         12.1x       (32%)          111%        18%           10%
home24 SE                                       $24.80          $720          $128          $73           $665       0.9x           0.7x      44.8x         38.1x        24%            24%         2%            2%
PetMed Express                                  $30.91          $621          $107           $0           $515       1.6x           1.6x      11.5x         10.9x         4%             3%        14%           14%
Summary Statistics
Mean                                                                                                                 2.7x           2.2x      22.5x         17.9x        19%           24%             7%           7%
Median                                                                                                               2.1x           1.5x      19.5x         17.4x        21%           20%             7%           7%
                         Sources:
                         Capital IQ, Wall Street Estimates. Multiples 50x considered NM.                                                                                                                   43
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