NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors

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NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
NEXT GEN CEO ROUNDTABLE

                                                    AVL Digital Group
                                                             May 2019
CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
Agenda

  1. Overview

  2. Distribute

  3. Monetize

  4. Promote

                                                 2
      CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
1   OVERVIEW

    CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
“Culture Eats Strategy for Breakfast”

   CD Baby circa 2011
   - High turnover (as high as 40% in contact center, 20%
     overall)
   - Broken culture
   - Growth flat, profits flat
   CD Baby circa 2013
   - Define the mission and vision
       - Who do we serve?
       - Why do we work?
   - Actively engaged ‘Culture Crue’ seek to define that which
     is unique, engage with team members
   - Seek to promote from within

   CD Baby circa 2018
   - Elective turnover reduced to
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
Mission                                        Vision
Give artists and                               Be the most trusted and
songwriters the tools to                       useful service for
get their music                                independent artists in the
everywhere.                                    world.

                                                                            5
    CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
A Note on Strategy
• Monthly discussion with key executives helped us focus our business
• Spent time in discussions about who is our ideal client…and who isn’t
• Seek alignment on what the business is and where it should go.
 – Identified areas that were non-core. Discontinue investment.
 – Identified growth drivers. Invest. (Soundrop)
 – Identified strategic and existential threats

• This is not ‘solo’ work.
• You can’t outsource it.
• To truly get buy in, it has to be a collective work product.

• The combination of a healthy work culture and focused, aligned strategy has
  been the secret of our success.

                                                                            6
       CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
AVL Enables Music Artists & Songwriters to Monetize Virtually All Aspects
of their Careers
                                                           Digital Music Streaming
                                                       Revenue generated and paid by a DSP
                                                       when a music fan listens to a stream or
                                                                buys a download

                 Physical Sales                                                                             Mechanical Royalties
      Artists generate revenue from selling CDs                                                        Royalties paid to songwriters and artists
            and vinyl records at live events                                                         when music is sold or streamed on-demand

    Direct-to-Fan Online Sales                                                                                   Performance Royalties
  Income received from online download,                                                                        The fees for the use of music when
            CD and vinyl sales                                                                                performed publicly (live or recorded)

            Online Video Revenue                                                                             Synchronization Rights
      YouTube Content ID revenues generated                                                          Revenue generated from sync licensing for use
        from ad-supported plays in YouTube,                                                          of music with some kind of visual media output
           Facebook and Instagram videos                                                                (TV, film, commercials and video games)

                                                              Neighboring Rights
                                                       Revenue generated from non-terrestrial
                                                        radio and international radio play; AVL
                                                     Digital is launching international admin soon

                                                                                                                                                      7
          CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
Distribute, Monetize and Promote: Core Business Levers & Growth Drivers
 Different business segments create multiple levers for managing all aspects of an artist’s career

                                                                                                         § Monetize rights directly
                                                                                                           adjacent to distribution
§ Caters to different
                                                                                                           (e.g., publishing, video)
  customer segments,
  including DIY artists                                                                                  § Higher margin
§ Mix of upfront pricing and              1         Distribute                        Monetize       2   § Consistent growth
  evergreen royalty models                                                                                 expected in music
                                                                                                           publishing
§ Driven by global growth in
  streaming                                                                                              § Increasing total
                                                                                                           addressable market with
§ Near-term opportunities
                                                                                                           new platforms for
  for global expansion
                                                                                                           monetization (e.g.,
                                                                                                           Facebook, Instagram)

                                                                 Promote

                                                                     3

                          § Build a fan base, expand reach and monetize direct-to-fan relationships

                          § Recurring revenue subscription models
                          § Critical to drive artist retention by providing greater reach and data

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         CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
Distribute, Monetize and Promote: Multiple Brands Cater to All Artist Needs
  Multi-brand strategy serves distinct artist needs in today’s modern music economy

                                         1         Distribute             Monetize   2

                                                                Promote

                                                                  3

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        CONFIDENTIAL AND PROPRIETARY INFORMATION
NEXT GEN CEO ROUNDTABLE - AVL Digital Group - Scion Advisors
2

DISTRIBUTE

MONETIZE

PROMOTE

     CONFIDENTIAL AND PROPRIETARY INFORMATION
Explosive Growth in Music Streaming Adoption
     Increasing streaming adoption is the primary tailwind for AVL’s business model
 § Independent, DIY artist segment is the fastest-growing constituency in music, driven by streaming

 § AVL benefits with double digit growth for both submissions and its evergreen royalty base

                             Global Recorded Music Revenue by Format                                                  Gross AVL Digital Distribution & Submissions Revenue1:
                               (Physical, Download, Streaming, Other)                                                               2015A – 2021E ($ in millions)

                                                                                                                                     Historical    Projected
                                                                                                                                                                                    $197.6
                   $45
                                                                                                                                                                        $175.2
                   $40                                                                                                                                %
                                                                                                                                                  21.3
                                                                                                                                               R:
                                                                                         1%
                                                                                                                                                             $151.5
                   $35                                                                                                                        G
                                                                                                                                            CA
                                                                                       7.
                                                                                    R:
                                                                                  AG

                                                                                                                                                   $128.5
                   $30
                                                                                 C
 ($ in billions)

                                    CAG                                                                                                  $106.6
                   $25                 R: (2
                                            .9%)                                                                                                                                    183.8
                                                                                                                                                                         163.9
                   $20
                                                                                            17.6%                            $76.7
                                                                                                                                                              142.2

                   $15
                                                                                           Streaming                $62.1                          120.8
                                                                                             CAGR                                        100.0
                   $10                                                                   (2016A-2030E)                       71.2
                                                                                                                    57.0
                    $5

                     -
                         1998     2002       2006       2010       2014      2018E       2022E      2026E   2030E   2015A    2016A       2017A     2018E      2019E      2020E      2021E

                                          Physical       Download         Other         Streaming                            Submissions Revenue       Gross Distribution Revenue

                           Source: Goldman Sachs Investment Research.
                           1 Includes CD Baby digital distribution and AdRev revenue.
                                                                                                                                                                                             11
                          CONFIDENTIAL AND PROPRIETARY INFORMATION
A Rapidly Growing Music Industry, Growing Even Faster Outside of the US
  International regions – particularly LatAm – are seeing some of the fastest industry growth globally
 § AVL is an early mover to capture growth in LatAm with an existing on-the-ground presence today

 § Growth in Asia is in its early stages; AVL has laid its initial groundwork by distributing to the major DSPs in Asia

                                                                            CD Baby Submissions Fees and Gross Distribution Revenue:
      Global Recorded Music Revenue Growth: 2016 vs. 2017
                                                                                       H1 2018 vs. H1 2017 YoY Growth

                                                                                                                              44.1%

                                                                               26.7%           26.7%

                                                              17.7%

                                                     12.8%
                                                                                                                    1
                                                                                                               10.9%

                                5.4%
          4.3%

         Europe                 Asia          North America   LatAm            Europe           Asia        North America    LatAm

          Source: IFPI.
          1 Onboarded Pandora in H1 2017.
                                                                                                                                       12
          CONFIDENTIAL AND PROPRIETARY INFORMATION
Distribution Overview: CD Baby, DashGo and Soundrop

                                      Full-service platform for                                   Casual, cover-song focused                  High-touch, enterprise-level
                                      long-tail DIY audience                                         distribution platform                    distribution service offering

  Customer                  §      Long-tail, core DIY market                                §      Casual, cover song-focus              §   Independent labels
  Segment /                        segment                                                   §      YouTuber cover song artists           §   Established artists
Demographics                §      Global presence & reach                                   §      Video game music artists              §   Music platforms via API

                            §      Upfront fee of $10 - $891                                                                              §   No upfront fee
                                                                                             §      No upfront fee
                            §      Additional 9% backend royalty                                                                          §   Backend royalty of 10% - 15%
 Pricing Model                     (15% backend royalty for                                  §      Backend royalty of 15%
                                   publishing, and 30% backend                                                                            §   Backend royalty of 20%+ with
                                                                                             §      License fee
                                   for YouTube Content ID)                                                                                    advances

                                                                                                                                          §   349k tracks in distribution
                                                                                             §      400k tracks in distribution
                            §      $98mm paid to artists (TTM)2
                                                                                                                                          §   225mm+ monthly streams
                                                                                             §      200mm+ streams per month
                            §      9mm tracks in distribution                                                                             §   25k songs delivered via API for
   Key KPIs                                                                                  §      50k artists in digital distribution
                            §      850k active accounts                                                                                       white-labeling
                                                                                             §      1k cover songs licensed
                            §      1mm songs published                                                                                    §   $7.8k avg. annual revenue /
                                                                                                    monthly
                                                                                                                                              client

        1   One-time, upfront fee varies for distribution on CD Baby Pro vs. Standard and for albums vs. singles.
        2   As of 10/31/2018.
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        CONFIDENTIAL AND PROPRIETARY INFORMATION
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CONFIDENTIAL AND PROPRIETARY INFORMATION
CD Baby Overview: Independent Music Pioneer and Industry Leader
  CD Baby is AVL’s flagship brand, providing independent artists the ability to distribute their music to a
  variety of platforms and stores

§ On pace to become the largest digital sound recording catalog in the world, currently 9mm+

§ Artist-friendly pricing model includes a modest one-time upfront fee per release ($9-$89) and a low 9% backend fee

§ No revenue concentration: no single artist, label or manager represents more than 0.2% of gross revenue

§ Stable and scalable core technology infrastructure supported by an in-house tech team of 30

§ Leading customer service with the only multi-lingual contact center of its scale serving independent artists

                                                                                                        Integrated Physical & Digital
          Streaming Distribution                                    Artist Toolset
                                                                                                                 Distribution

 ü Distributes music to 150+ DSPs                     ü Broad suite of upsells and                ü Only independent distributor to offer
                                                        promotional tools                           both digital and CD / vinyl distribution
 ü Robust artist metadata and
   compliance assurance of every track                ü Detailed analytics to artists, tracking
                                                        daily streaming and global activity

     $82mm                                           850k                             1mm                              9mm
    Paid to artists                               Active digital                   Songs under                         Tracks in
  worldwide in 20181                         distribution accounts               publishing admin                     distribution

          1 YTD as of 10/31/2018.
                                                                                                                                               15
          CONFIDENTIAL AND PROPRIETARY INFORMATION
Major Artists Prefer CD Baby to Legacy Label Partners
 In addition to long-tail, independent artists, CD Baby’s artist roster includes major artists eschewing the major
 label system

               Ingrid Michaelson                                            Aloe Blacc

                                                                      "CD Baby makes it super easy
                                                                    to drop a worldwide release on
           "CD Baby has always been so                                 your own schedule. The user
             good to me, from the very                                  interface is simple and the
           beginning of my career. They                             terms are great. The best part is
             truly helped me sustain my                             when you see an email with the
                 independent status."                               sales statement. Then you know
                                                                     the music is making an impact
                                                                                on people."

                                                                                                                     16
        CONFIDENTIAL AND PROPRIETARY INFORMATION
AVL Digital’s Global Footprint
 AVL Digital Group’s platform provides independent music content creators global distribution, localized
 services and support in Latin America and the UK today, with an aggressive expansion plan looking forward

                                                          1
                                                         Rep
                                 142
                                                      Toronto,
                                 FTE’s                Canada
                             Portland, OR
                                                                                                                   4
                                                                                                                 FTE’s

                                                                       2                                     London, UK
                                                                     FTE’s

                                                                  New York, NY

                    27                   6
                   FTE’s               FTE’s
              Sherman Oaks,        Culver City,
                   CA                  CA
                                                       2                             2
                                                      Reps                          Reps
                                                   Mexico City,                Bogota,
                                                    Mexico                    Colombia

                                                                                              2
                                                                                             Reps
                                                       1
                                                      Rep                                  Sao Paulo,
                              1
                                                                                             Brazil
                             Rep                   Conception,          2                               AVL Office Location
                                                      Chile
                           Singapore                                   Reps
                                                                                                        AVL Presence (no office location)
                                                                    Buenos Aires,
                                                                     Argentina                          Brand Headquarters

                                                                                                                                            17
        CONFIDENTIAL AND PROPRIETARY INFORMATION
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CONFIDENTIAL AND PROPRIETARY INFORMATION
Soundrop Overview: Cover Song Licensing & Distribution
for the YouTube Generation

 There is no other DIY distributor in today’s landscape leading with cover songs as a value proposition; zero
 dollar upfront pricing and a 15% backend royalty (and a $9.99 upfront fee to license each cover song)

   1 Cover Song                                2 Video Game              3 Metadata                      4    Collaborator
      Licensing                                     Covers                                                        Splits

 § Acquired in 2016, Soundrop is a gateway brand for novice artists, enabling simple distribution and the ability to license
   “cover songs”

 § Artists can distribute their own renditions of video game music (for “VGM-ers”), in addition to pop hits

 § Soundrop delivers robust metadata – including song and rights information – so that DSPs know exactly who to pay

 § Users can split royalties between multiple accounts allowing collaborators to be paid automatically

                                                                                                                               19
         CONFIDENTIAL AND PROPRIETARY INFORMATION
Soundrop: Cover Song Licensing Mechanics
             With Soundrop, artists are easily able to obtain the requisite licenses to distribute cover songs of top pop
             hits, video game music and other music that the user has not composed themselves

                                                                                         § Without Soundrop, users must manually obtain a
                                                                        ✘
Without Soundrop

                                                                                           mechanical license from the Harry Fox Agency
                                                                                           (“HFA”) or Music Reports Inc. (“MRI”)
                                                                                         § Obtaining traditional cover song licenses is a
                     User uploads                               DSPs will not accept
                                                                                           manual, cumbersome process
                   cover song of pop                             unlicensed cover
                    hit, video game                             songs for distribution   § Soundrop automates this process for users for a
                       music, etc.                             (or issue a takedown)       one-time licensing fee of $9.99

                                                                    $9.99                                                       $
With Soundrop

                     User uploads                                 User pays $9.99         Soundrop obtains                 Soundrop
                   cover song of pop                               Soundrop fee          cover song license            administers royalties
                    hit, video game                               for cover song         by filing “notice of            to artists (15%
                       music, etc.                                  clearance                   intent”                  backend fee)

                                                                                                                                               20
                    CONFIDENTIAL AND PROPRIETARY INFORMATION
Soundrop KPIs: Member Accounts, Tracks and Royalties
  Since relaunching as a distribution service in late 2016, Soundrop has steadily onboarded new members
  and increased its distribution catalog with limited marketing spend to date

                         New Member Accounts Added                                                                Cumulative Track Catalog

                                                       Run-Rate 2018E1:                                                                 Run-Rate 2018E1:
                                               .9%                                                                                .0%
                                           : 76                                                                               : 78
35,000                                                      32,828                       600,000                                            557,787
                                         th                                                                                 th
                                       ow                                                                                 ow
30,000
                                   Y Gr                                                  500,000                      Y Gr
                                 Yo                         24,621                                                  Yo                       418,340
25,000
                                                                                         400,000
20,000                    18,554                                                                              313,339
                                                                                         300,000
15,000
                                                                                         200,000
10,000

 5,000                                                                                   100,000

    0                                                                                          0
                          FY2017                            FY2018                                            FY2017                         FY2018

                                                                          Royalty Payments ($ in 000s)

 7,000
                                                     Historical      Projected
 6,000

 5,000

 4,000

 3,000

 2,000

 1,000

     0
         1Q2017                       4Q2017              3Q2018                   2Q2019                1Q2020               4Q2020              3Q2021

            1   Run-rate through 10/31/2018.                                                                                                               21
            CONFIDENTIAL AND PROPRIETARY INFORMATION
Soundrop: Artist Case Studies

     Leo Moracchioli                                Pomplamoose                 Gardiner Sisters                Andie Case

                                                                          § Family band performing        § Single / songwriter who
 § Heavy-metal cover artist                 § Viral cover-focused duo       acoustic pop covers             gained popularity after
                                              with strong YouTube                                           covering songs by popular
 § 2.8mm subscribers on                       presence                    § ~700k YouTube subscribers       artists on her YouTube
   YouTube; 629mm video                                                                                     channel
   views                                    § 584k subscribers on         § Have achieved ~95mm video
                                              YouTube; 135mm video          views on YouTube              § ~1.3mm YouTube
 § Featured in WSJ article in                 views                                                         subscribers; 204mm video
   October 2018 on                                                        § One of Soundrop’s most          views
   successful YouTube cover                 § Songs featured in several     successful clients, earning
   song artists                               advertisements, including     ~$16k / month                 § Winner of Usher’s Megastar
                                              Hyundai and Toyota                                            Talent Competition in 2017

                                                                                                                                   22
         CONFIDENTIAL AND PROPRIETARY INFORMATION
23
CONFIDENTIAL AND PROPRIETARY INFORMATION
DashGo Overview:
Extending AVL’s Distribution Capabilities and Customer Set
 DashGo offers high-touch distribution services for enterprise-level customers, empowering independent
 labels and established artists to maximize the value of their music catalogs
§ Acquired in 2017, DashGo is an end-to-end music distribution, monetization, promotion and analytics platform for
  independent labels and established artists

§ No upfront fee and 10-25%+ backend distribution fee for label and artist clients (higher rates for clients receiving advances)

§ Customer service team dual-functions in A&R, identifying artists and tracks that can be pitched to DSPs for playlist placement

§ Sourcing clients from CD Baby and onboarded to DashGo to provide enterprise-level capabilities

      Wide-Ranging, Best-in-Class                                                          Significant Artist Success to Date, with
                                                     Significant Reach on YouTube
        Distribution Capabilities                                                            the Opportunity to Offer Advances

                                                    1mm+ subscribers;                              ~$1.0mm in
     225mm+ monthly                                                                                committed
                                                     14bn+ minutes
         streams                                                                                    advances
                                                       watched
                                                                                                 in 2018 / 2019

                                                                                                                                      24
         CONFIDENTIAL AND PROPRIETARY INFORMATION
DashGo: Established Artists & Labels Have Unique Customer Needs
 DashGo provides established artists & labels with a greater level of distribution and artist services

                                                    DIY, Independent Artists               Established Artists & Independent Labels

                                   § Upload single tracks and albums                  § Ingest existing label / artist catalog in bulk
   Catalog Ingestion
                                   § Distribute new releases (vs. existing catalog)   § Labels can upload multiple releases at once

                                                                                      § Track recoupment against advances
  Payments & Royalty                                                                  § Bespoke accounting (e.g., split-pay,
                                   § Track earnings by release (singles & albums)
      Reporting                                                                         mechanicals, producer shares)
                                                                                      § Labels can view earnings for multiple artists
                                                                                      § White-glove artist services for bespoke artist
                                                                                        and label needs
 Customer Service and              § Customer support team fields hundreds-of-
                                                                                      § Label-like DSP sales support services
        A&R                          thousands of tickets annually
                                                                                      § Customer support dual functions as A&R for
                                                                                        discovering up-and-coming talent

                                   § Monetizes recorded music through distribution    § Collects royalties from non-terrestrial radio (i.e.,
Other Rights Monetization                                                               “neighboring rights”)
                                   § Offers upsell for digital video collection and
                                     music publishing                                 § YouTube monetization with in-house MCN

    AVL can upstream promising artists from CD Baby / Soundrop to DashGo to claim additional margin

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         CONFIDENTIAL AND PROPRIETARY INFORMATION
3

DISTRIBUTE

MONETIZE

PROMOTE

     CONFIDENTIAL AND PROPRIETARY INFORMATION
AVL Capabilities for Monetization
  In addition to traditional digital distribution / streaming, AVL allows music creators to monetize all music
  rights types in an increasingly complex and evolving value-chain
                                                       The Value Chain for Music Industry Rights / Royalties (US)

           Public Performance                                                Synchronization (“Sync”)                                            Consumer

             Radio,                                                                                                                                                Digital &
                            Bars,          Foreign                 Movies,                                Foreign                                   Online
 Streams      T.V.,                                                                   Online Video                               Streams                           Physical
                            Clubs         Societies                TV, Ads                               Agencies                                   Video
             Digital                                                                                                                                                Sales

                                              Paid on performances                                                  Harry Fox,
               Performing Rights
                                                                                    Music Publisher                   Music                     Record Company
                   Societies
                                                                                                                     Reports

                                                                                                                Acting as an
                                                                                                             administration agent

                                                      Songwriter                 Often Same Individual               Artist

                                                                                                             Paid based on record
                                              Paid on performances
                                                                                                               sales per contract

     AVL allows music creators to monetize all music rights types globally in an increasingly complex and evolving value-chain

  ü Mechanical royalties                    ü Online video monetization                       ü Sync placements                            ü Royalty-free music for use
                                                                                                                                             in sync and other
  ü Performance royalties                   ü Channel management                              ü Background music use
                                                                                                                                             production use cases

                                                                                                                                                                               27
           CONFIDENTIAL AND PROPRIETARY INFORMATION
AVL Capabilities for Monetization Beyond Digital Distribution
  AVL allows music creators to monetize all rights directly adjacent to recorded music distribution

  Monetization
                             AVL Brand                                                 AVL Advantages
   Segment

                                                    § Publishing services are at the core of CD Baby Pro’s value proposition
                                                    § CD Baby Pro drives increased ASPs and additional backend (15% publishing margin)
 Music Publishing
                                                    § Capital efficient product deployment by partnering with Songtrust
                                                    § Global coverage

                                                    § YouTube Content ID integrates directly in CD Baby and DashGo offerings
                                                    § Blue-chip, enterprise client base at AdRev (e.g., Universal, Warner) with strong
   Online Video                                       retention
                                                    § Unclaimed music content on YouTube is “found money” for most clients
                                (Video)             § Upside to current TAM with Facebook, Instagram and Twitter enabling monetization

                                                    § CD Baby has one of the largest sync libraries on the web (3mm+ available tracks)
       Sync
                                                    § Major opportunity to build a “proactive” sync licensing team and strategy

   Royalty-Free                                     § Offers one of the largest libraries of royalty-free production music and samples
 Music Licensing /
 Production Music                                   § Lucrative, ancillary revenue stream for music artists

                                                                                                                                         28
         CONFIDENTIAL AND PROPRIETARY INFORMATION
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CONFIDENTIAL AND PROPRIETARY INFORMATION
CD Baby Video Monetization: Driving Fast, Profitable Growth
 Included in CD Baby Standard & Pro, CD Baby YouTube, Facebook and Instagram monetization will
 generated $8mm in gross revenue in 2018 with CD Baby retaining a 30% margin

§ Artists can easily opt-in for YouTube, Facebook and Instagram monetization

§ Content claiming on Facebook and Instagram is poised for explosive growth

§ Artists with more than 1,000 YouTube channel subscribers can join Illustrated Sound, CD Baby’s MCN, enabling artists to 1)
  grow their audiences, 2) drive video engagement, 3) optimize content strategies and 4) boost earnings potential

      1      Distribute                                   2   Opt-In                             3     Delivery

                                                         Opt-in for YouTube
        Distribute music                                                                        Songs are distributed
                                                      monetization (included with
       through CD Baby                                                                              to YouTube
                                                       CD Baby Standard & Pro)

      4      YouTube Content ID                           5   Matching                           6     Payments

                                                                                                   Claimed content
       YouTube creates sonic                         YouTube uses fingerprint to
                                                                                              generates payments to
   fingerprint of audio recording                         claim content
                                                                                              artists (paid by CD Baby)

                                                                                                                               31
          CONFIDENTIAL AND PROPRIETARY INFORMATION
AdRev: Overview & Key Advantages
 Provides technology and services that support and empower content owners, rights holders, brands and
 creators on YouTube

§ YouTube CID admin for music, film and TV content for labels, publishers, independent artists and enterprise rights holders

§ Range of services from providing manual claiming consultancy, to full CMS administration and royalty accounting services

§ Channel network to optimize, monetize and grow channels for creators and brands

§ Leading customer service with the fastest response times in the industry

§ Deep tech stack powering accounting, rapid claim release tools and custom integrations for major clients

    Early Adopter & Sector Expertise                         Major Client Base                     Leading Client Tools & Tech

ü Early adopter of YouTube content ID                                                        ü Rights claiming, asset tracking and
                                                                                               earnings transparency
ü Leverage strength in YouTube
  content ID to build broader MCN                                                            ü Custom data / accounting
  strategy

     100bn+                                         550+                         56mm                          14mm+
                                                Years of video                    Videos                        Managed
    Annual views
                                               watched per day                   monetized                      copyrights

                                                                                                                                     32
         CONFIDENTIAL AND PROPRIETARY INFORMATION
AdRev: Pioneering Video Monetization
  AdRev is an end-to-end platform enabling YouTube content claiming and payments for music creators;
  Facebook, Instagram and Twitter monetization are forthcoming, as those platforms are enabling music
  monetization

Customer sends
audiovisual or
music only content
to AdRev via FTP or
                                 DELIVERY              INGEST              MATCH                 PAYMENTS
hard drive                       Submit              AdRev scripts the
                                 music &             client’s files into   AdRev continuously
                                 videos via          YouTube enabling                                      AdRev collects
                                                                           scans for exact
                                 any                 content to match                                      revenue and pays
                                                     against pirated
                                                                           matches of the
                                 common file                                                               out monthly
                                                     uploads               content and catches
                                                                           anything that falls
                                                                           through the cracks
                                                                                                 Earnings can be
                                                                                                 viewed anytime
                                                                                                 on a video-by-
                                                                                                 video basis

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          CONFIDENTIAL AND PROPRIETARY INFORMATION
Multi-Channel Networks: AdRev’s Talent Network and Illustrated Sound
§ Dual-MCN strategy allows CD Baby and AdRev to onboard their own MCN clients
§ MCN strategy is global with ISN localized in 14 languages
§ Talent Network and Illustrated Sound provide essential services (e.g., copyright screening, real-time royalty accounting,
  YouTube CID submission)
§ MCN aggregation offers a host of benefits to channel owners, including simplified payment processing and lower payout
  thresholds – increasing monetization potential for partners

                                                       Illustrated Sound: Notable Channel Clients

           Duki                         Aldair Playboy                 Aloe Blacc                   Real Grumpy Cat      OhItsTeddy
    (290mm video views)               (50mm video views)           (145mm video views)          (35mm video views)    (20mm video views)

                                                    AdRev Talent Network: Notable Channel Clients

        ChiChi TV                       DJ Akademiks                   BinBin Cars                  Rainbow Play TV        Suranjoli
     (3bn video views)               (960mm video views)           (110mm video views)          (200mm video views)   (170mm video views)

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         CONFIDENTIAL AND PROPRIETARY INFORMATION
CD Baby Licensing: Selected Direct, Proactive Sync Placements
 CD Baby’s direct, proactive sync licensing platform is in its early stages (
4

DISTRIBUTE
                • 8
MONETIZE

PROMOTE

     CONFIDENTIAL AND PROPRIETARY INFORMATION
Promotional Offerings Enables Artists to Grow and Engage with their Fan Base
 Marketing & promotional tools are key for independent artists to build direct-to-fan relationships and
 collect fan data, which is critical to the success of modern music marketing

     CD Baby’s full suite of promotional offerings are a key value-added service and artist retention tool

                                                                             CD Baby helps simplify
                                                                            music marketing efforts by
                                                                            providing all the tools to:
   Web-based platform for music
  creators to easily build websites                                          ü Reach new listeners
            & sell content
                                                                             ü Boost music sales & streams

                                                                             ü Increase social media
                                                                               presence

                                                                             ü Expand and deepen audience
    Marketing & direct-to-fan
  commerce tools exclusively for
                                                                               engagement
      CD Baby musicians
                                                                             ü Build fan followings on major
                                                                               DSPs

                                                                             ü Grow email lists

                                                                             ü Increase data capture
   Promotion platform allowing
   users to launch campaigns                                                 ü Launch digital & social
       around their music                                                      marketing campaigns

                                                                                                               37
        CONFIDENTIAL AND PROPRIETARY INFORMATION
Creating an Ecosystem of Promotion with High User Value

                                                           Music Fan Activity

    Artist created
                                                                                                         Ad Builder
    short links to
                                                                                                         Campaigns
  featured content           Campaign page             Artist page        Website          Store pages

                           Fan activity data creates audience pool for targeting and re-targeting
Artists pay to
target these
   people
                   $à
                                            Data exploded out to target look-alike audiences

                                                                                                                      38
        CONFIDENTIAL AND PROPRIETARY INFORMATION
AVL Digital’s Effective & Integrated Customer Acquisition Strategy

                                                  Superior                   Efficient
   Aggressive
                                                   Direct    Responsive   Cross-selling
     Direct
                                                              Customer     / Upselling
   Marketing                                     Marketing
                                                 Execution     Service      Between
     Spend
                                                                             Brands

                                                                                          39
      CONFIDENTIAL AND PROPRIETARY INFORMATION
AVL Digital’s Direct Marketing Strategy Drives a Sustainable Competitive
Advantage
 AVL’s sophisticated direct-to-artist marketing is an essential growth driver; the Company uses multiple
 marketing channels to capture new customers and retain, cross-sell and upsell existing customers through an
 advanced set of lead generation and conversion tools

                                   Broad Range of Direct-to-Artist Marketing Channels & Tactics

                                                                                              Educational blogs,
     Organic / paid search
                                                                                              podcasts & the DIY
        & social media
                                                                                             Musician Conference
       marketing drives
                                                                                            establish CD Baby as a
      qualified sales leads
                                                                                           thought leader in music

        Targeted email
                                                                                             Responsive customer
     marketing drives new
                                                                                             service converts and
     account creation and
                                                                                                 retains clients
          mindshare

                                                                                                                     40
        CONFIDENTIAL AND PROPRIETARY INFORMATION
Dynamic Educational Content Channels Have Established The Company as an
Industry Thought Leader
  Educational Blogs, Articles &
                                                         Featured Podcasts          DIY Musician Conference
         Whitepapers

                                                   ü 221 recorded episodes of
                                                     the CD Baby DIY Podcast

                                                   ü 1.8mm lifetime podcast
                                                     downloads

                                                                                ü Over 1,500 attendees in 2018

                                                                                ü Four years of attendance
ü Over 2,300 blogs posted on                                                      growth
  the DIY Musician Blog forum
                                                                                ü Attendees from 48 different
ü 200,000+ unique web visitors
                                                                                  states and 15 different
  per month to the blog
                                                                                  countries
ü Multilingual blogs provided in
  English, Spanish and                                                          ü 3,000+ social media posts with
  Portuguese                                                                      hashtag #DIYmusician during
                                                                                  the conference

                                                                                                                   41
        CONFIDENTIAL AND PROPRIETARY INFORMATION
Video: DIY Musician Conference 2018

                                                 $39/month
                                                     or
                                                 $99/month

                                                             42
      CONFIDENTIAL AND PROPRIETARY INFORMATION
Human-Powered Customer Service Helps Efficiently Convert & Retain Clients
  CD Baby offers the only multi-lingual contact center of its scope and scale dedicated to serving artists in
  the music industry, in addition to self-service and peer-to-peer support

                          AVL Digital’s Multimodal / Multichannel Customer Service is a Differentiator

   Self Service Through Help Center                      Customer Support (Portland)                  “Direct.ly” – Peer to Peer Support

  § A key tool to reduce inbound contacts            § 40+ customer service reps available to        § Peer-to-peer client support by
    and generate leads                                 assist artists directly in three languages      experienced CD Baby artists who earn
                                                                                                       money every time they successfully
  § Detailed educational resource for in-            § Utilize interactive support channels like       resolve a client question
    depth topics (e.g., publishing                     phone (~ 25%+ contacts), chat (~6%)
                                                       and non-interactive support channels like     § These artists also indirectly become
    administration)
                                                       web based ticketing and emails (~69%)           brand ambassadors for CD Baby
  § 189k+ views in the last 30 days                  § In a typical week, receive ~10,500            § On average, Direct.ly artists answer
                                                       inquiries                                       1,500+ inbound questions
  § 90%+ of those using the Help Center
    answer their own questions without               § Through September 2018, avg. YTD              § Average satisfaction for this service is
    needing further assistance                         customer satisfaction was 92%                   98%

  § Frequently asked customer questions              § Despite significant submission & business     § Average reply times of
Multi-Brand Platform Creates Targeted Marketing Opportunities to Efficiently
Promote and Leverage AVL’s Full Suite of Services

      Offers artists and their                                                    Exploits marketing synergies
                                                  Cross-sell other services to
  representation a “full stack” of                                               between the brands to expand
                                                     maximize revenue
  modular products and services                                                  reach & grow audiences faster

                                                           Distribute

                                   Monetize                                      Promote

                                                                                                                 44
       CONFIDENTIAL AND PROPRIETARY INFORMATION
Multi-Brand Suite of Product Offerings Allows the Company to Effectively
Cross-Sell Services to Clients
                                         § Ninja Sex Party, currently one of CD Baby’s top-performing clients, highlights the Company’s
                                           ability to successfully cross-sell multiple products and services
                                         § In the beginning, Ninja Sex Party utilized CD Baby’s promotional tools / capabilities to help
                                           build their following on DSPs and launch a music video on YouTube
                                                   − Due to the initial success of the campaign, the band developed a sense of trust with CD Baby,
                                                     and the Company was able to capitalize on other cross-selling opportunities

                                         § As a result, CD Baby cross-sold both its physical and digital distribution services
                                                   − CD Baby managed a presale of the band’s forthcoming album and handled all pressing and
                                                     logistics
                                                   − This presale and fulfillment of physical product helped the band chart in 2016 at #9 with “Under
                                                     the Covers”, in 2017 at #19 with “Under the Covers 2” and again in 2018 at #6 with “Cool Patrol”

 The progression and success of CD Baby’s cross-selling efforts to Ninja Sex Party

                                     Attract                           Digital                   Physical
                                   Subscribers                        Release                  Pre-Release

       Sold over 42,000                           Generated                         Album charted at
      pre-orders (signed                       $500,000+ in sales                  #9 on Billboard Top
        CDs and Vinyl)                         before pre-release                       Albums

                                                                                                                                                     45
        CONFIDENTIAL AND PROPRIETARY INFORMATION
In Conclusion – What is Your Business Trajectory?
CD Baby Circa 2010                                     AVL Digital Circa 2019
• 30% of revenue was from the sale of artists CDs, a   • Physical sales (CDs, vinyl) are 5% of revenue. And
  declining business                                     growing…
• 50% was from the sale of artists downloads, mostly   • Focusing on meeting the needs of our Digital
  on iTunes. A slow growth business.                     Service Provider Partners, we’ll administer $150
• 20% was from the sale of promotional services,         million in digital royalties – mostly from streaming
  mostly HostBaby and the CD Baby store                • Artists and rightsholders using our platforms now
• The company employed
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