E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors

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E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
E-COMMERCE: THE GREAT LEAP FORWARD
October 2020
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
EXECUTIVE SUMMARY
Marketplace & E-commerce Sector Wrap-Up
»   Reports from several analysts now estimate that the transition from offline to online shopping has been pulled forward anywhere from 2
    to 5 years, in large part because of the impact COVID-19 has had on consumer habits worldwide

»   Q3 2020 saw the continued acceleration and growth of marketplace and e-commerce, with the public and private markets fully embracing
    the transition and the business models

»   Some categories have emerged as huge winners in this shift, which is a direct result of COVID-19 and stay-at-home orders, most notably
    those that meet our basic needs hierarchy – namely, food, shelter and water:
    ― Or in today’s parlance: Groceries (up 8% YTD), Home Improvement (up 27% YTD) and Alcohol (up 9% YTD)
    ― Amazon has flourished as we might expect, but so have Walmart, Target, Home Depot (online sales doubled in Q2) and Dick’s Sporting
      Goods (online sales tripled in Q2)
    ― While the back-to-school shopping season was a disappointment as ‘back-to-school’ did not really happen, one thing is for sure, we are
      in for a very digital holiday season

»   Some of the macro trends we are following:
    ― How e-commerce is benefitting from the current situation
    ― E-commerce is expected to be 14.5% of total retail in 2020, a big step-up from prior years, as a record number of brick-and-mortar
      retailers seek restructuring protection
    ― The transition from offline to online accelerates and 2020 will be remembered as the inflection point in the growth of e-commerce
    ― Driven by the secular shift, e-commerce and marketplaces have seen significant growth in share price: Marketplaces up 71% YTD, e-
      commerce up 129% YTD
    ― The home category has experienced tremendous growth throughout the year and some, like Wayfair, have acknowledged, it is “up for
      grabs” as the all-digital demographic moves into the core home consumer category
    ― Etsy continues its rocket-ship growth with the stock price more than doubling, and achieving a ~$17Bn market cap, and by the way,
      homewares and home furnishings is its leading segment
    ― The marketplace continues to evolve….
    ― …and while business models may vary, one thing is for sure, the KPIs don’t lie: market trends, traffic sources, conversion and
      retention data, customer LTV, CAC, NPS, and service all matter

                                                                                                                                             2
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        3
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
GCA OVERVIEW
    Leading Global Investment Bank Providing Strategic M&A and Capital Markets Advisory Services
                                                                       Global Marketplaces & E-commerce Team

    John Lambros              Josh Wepman                 Rupert Sadler                  Alex Grünwald                   Sam Fuller                 Tobias Schultheiss                 Thomas Egli
                                                                                       Managing Director;
 Managing Director;          Managing Director            Managing Director                                          Managing Director                 Managing Director            Managing Director
                                                                                       Member of Executive
 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
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
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
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
GCA OVERVIEW
Experience in Marketplace and E-commerce

                             Marketplace                                                                E-commerce
                                     Online auction
 Online RV rental   Stock photo       marketplace          Insurance        Kitchen & home      Online bike            Event                Online HQ
  marketplace       marketplace       technology          marketplace             hub             retail             Streaming               pictures

     Watch           Online job        Online B2B        Online education      Online         Online mobile &      Online fashion           Online bike
   marketplace       classifieds       classifieds            portal           grocery        fashion retailer         retail                 retail

     Online            Online       Online real estate       Online          Online sport       Online pet       Online board sports   Digital sports content
  career portal      classifieds        classifieds        marketplace       fashion retail      retailer               retail                 & retail

                                                                                                                                                          6
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
GCA OVERVIEW
Experience in Consumer

                         7
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
GCA OVERVIEW
Case Study: RVshare Investment Led by KKR (NYSE: KKR)

                             GCA acted as exclusive financial advisor to RVshare, the leading P2P RV rental marketplace, on its
                             $100MM+ investment led by KKR

                            Background                                                  Transaction Summary
                            » RVshare is the first and largest peer-to-peer RV rental   » On October 21, 2020, RVshare announced an $100MM+
                               marketplace. With more than 100,000 vehicles                financing round led by KKR
                               available, RVshare's diverse inventory ranges from
                               affordable travel trailers to luxury motorhomes and
TRANSACTION DATE               can accommodate any outdoor adventure, whether
                                                                                        » RVshare plans to use this new capital infusion to invest in future
October 2020                                                                               growth and provide the best experience for owners and
                               it's a weekend of camping or a cross-country tour of
                                                                                           renters, advancing the company’s mission of expanding the
                               national parks
INDUSTRY                                                                                   definition of travel
Digital Marketplaces,
Travel, Consumer, Digital   » Since the company’s founding in 2013, RVshare has
                               successfully built a leading position in the emerging
                                                                                        » GCA assisted RVshare and Tritium Partners in effectively
Media                                                                                      navigating the COVID-19 market environment by leveraging
                               market of RV rentals, amassing more than two million
                                                                                           strong business momentum and recent brand recognition
                               days booked on its platform

                            » KKR (NYSE: KKR) made its investment through its Next      » GCA also provided execution support throughout what was an
                                                                                           all virtual process, including (i) identifying potential buyers and
                               Generation Technology Growth Fund II, a global fund
                                                                                           leading outreach, (ii) preparing marketing materials, (iii)
                               dedicated to growth equity investments in the
                                                                                           negotiating valuation and key terms and (iv) advising on
                               technology space; Tritium Partners, an existing
                                                                                           definitive agreement matters
                               investor in RVshare, also participated in the round

                                                                                        » GCA acted as exclusive financial advisor to RVshare in
                                                                                           connection with the transaction

                                                                                                                                                            8
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
GCA OVERVIEW
Case Study: Great Hill Partners acquired Storyblocks

                           GCA acted as exclusive financial advisor to Great Hill Partners on its acquisition of Storyblocks,
                           the first and largest subscription-based stock media company

                          Background                                                Transaction Summary
                          » Headquartered in Arlington, VA, in the Washington DC    » GCA acted as exclusive financial advisor to Great Hill Partners
                             metropolitan area, Storyblocks provides video, audio      on their acquisition of Storyblocks
                             and imagery through its unique subscription model
                                                                                    » This partnership with Storyblocks is Great Hill Partners’ latest
TRANSACTION DATE          » As a testament to its culture of creativity and            digital commerce addition to its portfolio and will allow the
June 2020                    innovation, Storyblocks has been recognized on the        company to accelerate its mission of modernizing the creative
                             Inc 5000 list for seven consecutive years and was         process to better support affordable, efficient video creation
INDUSTRY                     recently named one of Washington DC’s Top                 and to extend its current capabilities and product offerings
Digital Marketplaces,        Workplaces by The Washington Post and among the
Consumer, Digital Media      Best Places to Work by the Washington Business         » GCA had a prior relationship with both Storyblocks and Great
                             Journal                                                   Hill Partners and was brought on to advise Great Hill having
                                                                                       previously worked with them on a separate transaction in the
                                                                                       stock media space

                                                                                    » GCA supported Great Hill Partners throughout the negotiation
                                                                                       and due diligence phases of the transaction, as well as
                                                                                       facilitating numerous different calls with industry experts to
                                                                                       help them gain a stronger understanding of the stock media
                                                                                       content landscape

                                                                                    » The process was competitive, with numerous other parties
                                                                                       involved. Great Hill Partners was ultimately selected as the
                                                                                       buyer due to its experience in the past with digital content
                                                                                       companies, purchase price and certainty to close

                                                                                                                                                         9
E-COMMERCE: THE GREAT LEAP FORWARD - October 2020 - GCA Advisors
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        10
1 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  How E-commerce is Benefitting from the Current Situation
  Positive Development Across Most Product Verticals         We See Impact on Three Levels
                                                             Revenues / » Strong growth since end of February 2020
                      Strong growth in orders …                 KPIs
                                                                                                                                      ✓✓✓
                                                                        » KPIs strongly improving (CAC, re-purchase, AOV, etc.)
                                                                           » Growth for most product categories
                                                                             (except for travel and a few others)
            … driven by first-time customers and increased
               re-purchase rate of existing customers …       Market    » Offline players: We have been approached by some

               … expected to result in lasting change in
                                                             perception   traditional retailers who have decided they need to
                                                                             strengthen e-commerce inorganically                      ✓✓✓
                       consumer behavior …                                 » Consumers: Broadening customer base is here to stay

                                                                                                                                      ✓✓
                                                                             due to convenience and speed. However, risk that
                                                                             current delivery lags in logistics might damage
                … and outperformance of 2020 budget                          reputation

                                                                           » Brands / producers: Looking to partner with e-
                                                                             commerce players as stores are closed. Better
                                                                             relationship will lead to better access going forward,
                                                                             also to key brands                                       ✓✓✓
                                                                                                                                      ✓
                                                                           » PE investors: Growing interest, but targets need to
                                                                             be profitable and have a post-COVID narrative

                                                                                                                                      ✓✓✓
                                                             Regulatory » Regulators are pushing / supporting e-commerce as
                                                                             vital to provide supply for inhabitants

                                                                                                                                      ✓✓
                                                                           » We expect the positive environment for e-commerce
                                                                             to continue post COVID-19

         GCA expects that 2020 will be a significant inflection point for the e-commerce market overall

                                                                                                                                          11
2 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  In H1 2020, E-commerce Saw Massive Growth as Brick & Mortar Struggled
   E-commerce Dramatically Outpaces Retail Spending...                                        …As 20+ Retailers File for Bankruptcy in 2020

   » H1 ‘20 online e-commerce totaled $347.6Bn, a 30%                                                                Sep-20
     increase from 2019
                                                                                                                                   Aug-20
   » The overwhelming shift to e-commerce amidst lockdowns                                                          Aug-20

     has significantly boosted e-commerce sales by 18% in                                                                          Aug-20
     2020
                                                                                                                     Jul-20
   » Analysts estimate that 204MM consumers 14 and older                                                                           Jul-20
     will make online purchases during COVID, two thirds of                                                          Jul-20
     which are 45 and older, increasing their purchases by 6%                                                                      Jul-20
  Retail E-commerce Sales in the US, 2018-2022
                                                                                                                                   Jul-20
  ($Bn)                                                                           $859.3                             Jun-20
                                                               $765.2
                                                                                                                                   May-20
                                           $709.8
                       $601.7                                                                                       May-20
      $523.6
                                                                                                                                   May-20

                                                                                   15.5%                            May-20
                                                               14.4%
                                                                                                                                   May-20
                                           14.5%
                                                                                                                    May-20
                       11.0%
          9.9%                                                                                                                     Apr-20
                                                                                                                     Apr-20

          2018          2019               2020E               2021E               2022E                            Mar-20

                 Retail E-commerce Sales                   % of Total Retail Sales                                                 Feb-20

                     Notes:
                     Sources: eMarketer, U.S. Department of Commerce, Wall Street Research.                                                   12
3 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  Transition from Offline to Online Shopping Habits Has Been Accelerated by 2 to 5 Years
   » 2020 will be seen as the inflection point in the growth of e-commerce, a time when consumer behavior was rapidly changed,
     and when traditional retailers were forced to rethink their own e-commerce and brick-and-mortar strategies
   » Digital consumer engagement increased massively in Q1 and Q2 of 2020, with the e-commerce industry emerging as the key
     beneficiary with expected growth of nearly 20% in 2020

                                                                                                                                 13
4 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  Driven by Secular Shift, E-commerce and Marketplaces Experience Significant Growth in Share Price
     Perhaps Not Surprising at All, E-commerce & Marketplace Companies Have Significantly Outperformed the S&P 500 in 2020

   160%
   140%
                                                                                                                                                      129%
   120%
   100%
    80%
                                                                                                                                                      71%
    60%
    40%
    20%
     0%                                                                                                                                               1%
   (20%)
   (40%)
   (60%)
       January     February              March             April       May          June           July         August          September   October

                                                       Marketplace           E-commerce               S&P 500

                                  Marketplace                                                                    E-commerce

                                          71%                                                                            129%
                                                                     YTD Share Price Performance
                 Notes:
                 Sources: Capital IQ as of 10/28/20.                                                                                                  14
5 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
   Billions Up for Grabs in Home Category with Shift to Online
           Even Without a Pandemic, Billions in Retail Revenue was Transitioning from Offline to Online in the Home Category

   Large TAM in US Home Market Moving Online                                                              Many Verticals Poised for Further Online Transition

                                                                                                                         Estimated US Online Penetration
                       US Home Market by Channel ($Bn)
                                                                                          $411
                                                                                                                           of Selected Verticals (2019E)
                                                                                                                                                               43%

                                                              $340
                                                                                                                                          30%
                                                                                          $158
                                   $296
                                                               $68
                                   $39
 Fragmented                                                                                                          14%
 brick-and-
 mortar market
 with regional
 and national                                                 $272
                                   $257                                                   $253                   Home Goods              Apparel       Consumer Electronics
 specialty
 retailers, big box                                                                                       All-Digital Demographic Will Change the Marketplace
 retailers, and
 department                                                                                                                   Illustrative Distribution
 stores                                                                                                                  of Home Goods Customers by Age
                                  2019A                       2023E                      2029E

                                                        Offline                  Online

                                 ’19A – ‘23E                                    ’23E – ‘29E                Millennials
                                                                                                                                   Median Household
                                                                                                           Age 20-37
          Online                    15.0%                                          15.0%                                            Income: $75K
                                                                                                           (80M People)
          Offline                    1.3%                                          (1.1%)                                      45% of sales from customers
                                                                                                                                  aged between 31-50
           Total                     3.5%                                           3.2%                                 Age 35                           Age 65

                      Notes:
                      Sources: Euromonitor, Wayfair Q2 ‘20 Investor Presentation, Wall Street Research.                                                                   15
6 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  Home Improvement Sees Large Consumer Interest
                                             Home Improvement Has Seen a Big Uptick In Growth During 2020
                                                   50.0%
          HOME IMPROVEMENT                         40.0%
                                                                                                                                                                 27.2%
                                                   30.0%
  27% YTD Share Price Performance                  20.0%
                                                   10.0%
                                                                                                                                                                 1.3%
                                                     0.0%
                                                  (10.0%)
                                                  (20.0%)
                                                  (30.0%)
                                                  (40.0%)
         GROCERIES                                      Jan-20       Feb-20       Mar-20   Apr-20   May-20    Jun-20    Jul-20       Aug-20   Sep-20   Oct-20

                                                                                           Home Improvement            S&P 500
   8% YTD Share Price Performance
                                                                                            Changing Hierarchy of Needs

                                                                 1943 - Maslow                                              2020

                                                                      Self-                                                                               Home
                                                                  Actualization                                          Internet /
        ALCOHOL                                                                                                         Mobile Phone                      Improvement,
                                                                    Esteem                                                                                Groceries and
   9% YTD Share Price Performance                                                                                                                         Alcohol clearly
                                                                   Belonging                                               Shelter                        deemed
                                                                                                                                                          essential
                                                                     Safety                                                                               needs

                                                                  Physiological                                         Food / Water

                 Notes:
                 Sources: S&P Capital IQ as of 10/28/2020.                                                                                                      16
7 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  The Etsy Phenomenon & the Ongoing Rise of the Crafters / DIY Marketplace
                                         Etsy Continues to Lead the Way as the Standout Marketplace for Makers

  Etsy Stock Price Has More Than Doubled This Year                                                             Etsy’s Top Category GMS ($M) and Y/Y Growth (%) (Q2 ‘20)
                                                                       $16.6 Bn
                                                                      Market Cap                               $800
                                                                                                                              $740
   $160                                                                                    30.0

   $140
                                                                                           25.0                $600           128%

   $120
                                                                                                                                                  50%
                                                                                           20.0                                                            138%
                                                                                                               $400                               $362
   $100                                                                                                                                                    $333       59%
                                                                                           15.0
                                                                                                                                                                      $242
   $80
                                                                                                               $200                                                             11%        187%
                                                                                           10.0
                                                                                                                                                                                 $89        $87
   $60

                                                                                           5.0                     $0
   $40                                                                                                                    Homewares Jewelry &              Craft     Apparel   Paper &    Beauty &
                                                                                                                           & Home Accessories             Supplies              Party     Personal
                                                                                                                          Furnishings                                          Supplies     Care
   $20                                                                                0.0
    10/28/19      1/28/20              4/28/20              7/28/20             10/28/20                          TTM
                                                                                                                 GMS ($)
                                                                                                                               $2.0B              $1.2B   $826M      $774M     $316M      $431M
                Daily Trading Volume (MM)                            Stock Price
                                                                                                                              Positive Tailwinds Among Crafters / DIYs
          Etsy’s Performance Showcases Market Demand                                                                          » Millennials (ages 20-37) driving next wave of growth,
          » Platform has 60.3M active buyers and 3.1M active sellers,
                                                                                                                                representing 41% of crafters / creative hobbyists
            representing Q2 ’20 Y/Y growth rates of 41% and 35%,
                                                                                                                              » Global arts & crafts DIY market is $41Bn and expected to
            respectively
                                                                                                                                reach $51Bn by 2024

                  Notes:
                  Sources: Association for Creative Industries, Statistica, S&P Capital IQ as of 10/28/2020, Etsy Q2 ‘20 Investor Presentation.                                                   17
8 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  Marketplace Evolution
  Marketplace Business Models Can Vary Depending On Underlying Offering

            Not Managed                                      Lightly Managed               Fully Managed

     YTD Stock Performance: 223%                        YTD Stock Performance: 13%   YTD Stock Performance: 80%

    » Peer-to-Peer transaction                         » Technology’s important      » Operator owns part of
      basis                                              role in enhancing the         the transaction and
                                                         buying experience             “manages” the outcome
    » Peer reviews influence
      purchase behavior                                » Value-add of intermediary   » Trust the “brand”
                                                         important to consumer
    » Lowest transaction fees                                                        » Take rate compensates
                                                         trust
                                                                                       for the “hands-on” role
                 Notes:
                 Sources: Capital IQ as of 10/28/20.                                                              18
9 MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
  Key Metrics for Marketplaces and E-commerce Models
  The KPIs Ultimately Tell the Tale of the Winners in Marketplaces and E-commerce

      Market Trend                    Traffic                Shop / Front-End               Conversion                   Customers                   After sales

   Focus of analysis:        Focus of analysis:            Focus of analysis:          Focus of analysis:          Focus of analysis:          Focus of analysis:
   » What are you            » What are the sources        » Benchmarking of           » How are conversion        » How high is the           » Handling time, picking
     expecting in terms of     of your traffic (paid, TV     load times for              rates developing            repurchase rate of          & shipping costs,
     overall market            and related marketing         specific searches           across traffic sources?     existing customers?         expandability?
     growth?                   vs. unpaid)?                  vs. key competitors       » How is cancellation       » How high is the           » What is share of orders
   » How is your market      » What are the CPCs for       » What is the exclusive       rate developing?            churn rate?                 delivered the
     segment benefiting        the paid channels?            (if any) and total #      » How high is the           » New customers               next day?
     from the ongoing        » How does the high             of products?                drop out rate?              acquired on average       » Share of drop
     online growth?            brand credibility           » Technology of                                           per month?                  shipping?
                                                                                       » Do you have
   » What is your              drive direct traffic?         front- / back-end           retargeting measures      » Main traffic source for   » How is number of
     market share?           » What is your net              and how scalable and        in place for customers      new customers?              SKUs developing?
   » Who are your key          promoter score (NPS)?         state-of-the art is it?     having dropped out        » How high is the AOV /     » Level of working capital
     competitors?            » How is traffic              » How good is the             before completing           CAC (split by new vs.       requirements in order
   » How do you                developing and what is        filtering function?         their order?                existing customers)?        to ensure high
     differentiate from        the split of the            » How mobile-ready          » Do you track (in-house)   » Are older cohorts           availability?
     competitors?              sources there?                is the website?             customer service KPIs       spending more?            » How high is the share
                             » Mobile share in traffic?                                  (response-time etc.)?                                   of units in stock?
                                                                                                                   » Are there differences
                             » How high is the CPO?                                                                  on a country-by -         » How high is the share
                                                                                                                     country basis?              of returned goods?
                                                                                                                   » Customer satisfaction     » What customer
                                                                                                                                                 support KPIs are you
                                                                                                                                                 tracking?

                                                                                                                                                                     19
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Selected YTD M&A and Financing Activity
M&A Transactions ($MM)                                                              Financings ($MM)

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

 10/13                                                                    NA         10/21                          $100+

 9/29                                                                    $420        10/5                            $60

 9/23                                                                     NA         9/23                            $100

  9/8                                                                    $425        9/11                            $85

  8/3                                                                    $252        9/10                            $33

 6/10                                                                   $7,521       8/27                            $39

 5/28                                                                    $280        8/13                            $350

 5/13                                                                    $190         7/1                            $453

 3/25                                                                    $120        6/30                            $30

 2/24                                                                   $7,100       4/29                            $128

 2/13                                                                   $4,050       3/10                            $60

             Notes:
             Sources: Capital IQ, Pitchbook, company press releases.                                                         20
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Top 10 Leaders in Private Funding Raised-to-Date
 Company                    Headquarters                       Founded           Amt. Raised ($MM)(1)                      Company Description
                 (2)                                                                                                       Operator of an online property rental marketplace
                          San Francisco, CA                     2008                         $6,430
                                                                                                                           designed to offer short-term travel stays

                                                                                                                           Operator of an online real estate marketplace
                          San Francisco, CA                     2014                         $4,395
                                                                                                                           intended to simplify home buying and selling

                                                                                                                           Provider of an on-demand goods delivery application
                          San Francisco, CA                     2012                         $2,270
                                                                                                                           designed to order groceries from local stores

                                                                                                                           Operator of the e-commerce business for all major
                            Jacksonville, FL                    1995                         $1,970                        professional sports leagues, major media brands and
                                                                                                                           collegiate and professional team properties

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

                                                                                                                           Provider of on-demand delivery services intended to
                           Philadelphia, PA                     2013                           $758
                                                                                                                           offer convenience items

                                                                                                                           Provider of meetings and events technology that offers
                              McLean, VA                        1999                           $702
                                                                                                                           a marketplace that connects venues with professionals

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

                                                                                                                           Operator of an online lending marketplace intended to
                            San Carlos, CA                      2012                           $646
                                                                                                                           offer personal loans

                                                                                                                           Provider of a peer-to-peer, car-sharing marketplace
                          San Francisco, CA                     2009                           $612
                                                                                                                           intended to serve cities across the US and Europe
             Notes:
             Represents U.S. companies.                                  2)   Confidentially filed for IPO on 8/19/2020.
             Sources: Pitchbook, LinkedIn, Company Websites.                                                                                                                     21
             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

                 Notes:
                 Sources: Capital IQ, Pitchbook, Wall Street Research.   22
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                                       8
                             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.   23
            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

                                                        24
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Valuation Overview – E-commerce and Marketplaces
                                     1                                                 2

                           Marketplace                                        E-commerce

             EV / ’20 Revenue                     7.9x              EV / ’20 Revenue        2.3x

           Revenue CAGR '19-'21                   26.8%            Revenue CAGR '19-'21     24.6%

              EV / ’20 EBITDA                     25.2x              EV / ’20 EBITDA        24.2x

               EBITDA margin                      15.1%              EBITDA margin          7.7%

      Multiples have remained broadly constant despite COVID-19 and will benefit mid-term

            Notes:
            Sources: Capital IQ as of 10/28/20.                                                     25
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Case Study: Vroom’s IPO and Follow-On Offering
IPO and Follow-on Offering Overview                                                              Vroom at a Glance
                                      » On June 8, Vroom priced its 21.25                        Ticker:          VRM (NASDAQ)
                                        million share initial public offering at                 Headquarters: New York, NY
                                        $22 a share, raising a total of $468
                                                                                                 Founded:         2013
                                        million in gross proceeds
      Initial Public                                                                             Description:     Vroom operates an online e-commerce platform for
        Offering                      » The IPO priced above its $18 to $20                                       buying, selling and trading used vehicles. The
       ~$468MM                          price range, which was revised up from                                    company's scalable, data-driven technology brings all
                                        the initially filed range of $15 to $17                                   phases of the vehicle buying and selling process to
                                                                                                                  consumers wherever they are and offers an extensive
                                      » After opening at $40.25, shares closed                                    selection of vehicles, transparent pricing, competitive
       June 8, 2020                     on the first day of trading at ~$48 – up                                  financing and contact-free, at-home pick-up and
                                        118% from the initial offer price                                         delivery. Vroom also sources revenue through Texas
» On September 10, Vroom announced the pricing of an underwritten                                                 Direct Auto (TDA), their sole physical retail location and
  public offering of 10.8 million shares of stock at $54.40 per share,                                            in-house vehicle reconditioning center (VRC), and
  raising an additional ~$589 million in gross proceeds                                                           through selling trade-ins that don’t meet retail criteria
                                                                                                                  in wholesale auctions.

“where
  We've seen a lot of data coming out in the past quarters
       customers are twice as likely to transact online in terms                                 Initial Investor Feedback
 of buying a used vehicle… We think it’s a fundamental and
 structural change, and this is one of the last verticals to actually             “              ✓ Highly fragmented $800Bn+ market, which has room for efficiency,
 come online in terms of pure e-commerce and transactions.                                         with the #1 player garnering just a ~2% share
                                                                Paul Hennessy,                   ✓ Asset-light balance sheet, online-only offering and excess
                                                                CEO, Vroom                         reconditioning capacity allows for scalability at a faster pace than
                                                                                                   brick-and-mortar competitors
Financial Summary
                                                                                                 ✓ Secular shift towards online and touchless transactions
$MM                          2018A               2019A              2020E             20201E
                                                                                                 ✓ Experienced management team
Revenue                        $855.4           $1,191.8           $1,384.9           $2,452.0
  % Growth                        NA                39%                16%                77%    × History of losses since inception, with concern about achieving
                                                                                                   profitability in the future
EBITDA                         ($73.0)          ($127.0)           ($164.8)           ($162.0)
                                                                                                 × Sensitive to pricing changes and reliant on third parties
                      Notes:
                      Sources: Wall Street Research, Capital IQ, Pitchbook, Company website.                                                                              26
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Case Study: Vroom’s IPO and Follow-On Offering (cont’d)
» One of the most anticipated tech IPOs during the pandemic, Vroom generated strong investor demand due to its strong topline growth and
    compelling industry dynamics and tailwinds

» Though there has proven to be stock volatility (partially driven by more general market conditions), VRM is trading at about 100% its initial
    offering price of $22 with its market cap remaining at $5.5Bn matching its value post-IPO

» The stock performance since IPO serves as a good baseline for other e-commerce and marketplace businesses to analyze as they weigh in on
    their decision to go public
                                                                                                          Piper Sandler initiates at Overweight;
                                                                                                          sets price target of $82
                                                   Announces Q2 earnings; e-
                                                 commerce unit sales up 74%
                                                                                                                       Announces follow-on offering of
  18.0                                              YoY, but disappointing Q3                                                                                   $80.00
                                                                                                                       10.8MM shares at $54.40 per share
                                                  revenue and GPU guidance

  15.0                                                                                                                          Added to the                    $70.00
               JP Morgan initiates at                                                                                           S&P TMI Index
                  Neutral; sets price
                       target of $55
  12.0                                                                                                                                                          $60.00
                                                                                                                                           $42.33 Share Price
                                                                                                                                           $5.5Bn Market Cap
   9.0                                                                                                                                                          $50.00

   6.0             $47.90 Share Price                                                                                                                           $40.00
                   $5.5Bn Market Cap

   3.0                                                                                                                                                          $30.00

    .0                                                                                                                                                          $20.00
      6/9/20                6/30/20                       7/21/20                    8/11/20          9/1/20           9/22/20               10/13/20
                                                                              Daily Trading Volume (MM)        Stock Price

                  Notes:
                  Sources: Wall Street Research, Capital IQ as of 10/28/20.                                                                                      27
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Public Offerings Coming Soon
                                                    Capital Raised         Latest
      Company                      Status                                                                                       Description
                                                       to Date            Valuation
                              Confidentially
                                                                                               Operator of an online property rental marketplace offering short-term travel
                                 filed in
                                                                                              stays. The company's platform helps users to list, discover and book short-term
                               Aug. 2020;              $6.4Bn              $18.0Bn
                                                                                                 accommodations around the world, enabling users to book unique travel
                             aiming for 2021
                                                                                                               experiences in various cities and countries.
                                   IPO 1

                                                                                            Developer of a food delivery application providing on-demand food-ordering and
                              Confidentially
                                                                                             delivery services. The company's application offers a wide range of restaurants
                                 filed in
                                                       $2.9Bn              $16.0Bn          and menus to select from for a single meal or large groups enabling users to easily
                            Feb. 2020; aiming
                                                                                             and conveniently order their favorite food for delivery at the time and place of
                            for Q4 2020 IPO 1
                                                                                                                              their choosing.

                                                                                             Operator of an on-demand goods delivery application that facilitates the delivery
                            In discussion with
                                                                                              of essential goods to busy people and families. The company offers full-service
                             banks; potential          $2.5Bn              $17.7Bn
                                                                                              and in-store shopper services through a network of independent shoppers with
                              H1 2021 IPO 2
                                                                                             same-day delivery and pickup service of fresh groceries and everyday essentials.

                                                                                              Developer of a social commerce platform intended to help users buy, sell and
                               Confidentially                                                share their personal fashion items online. The company's platform helps people
                                  filed in            $166.2MM            $625.0MM          interested in selling clothing and accessories by posting photos and details on the
                                Sep. 2020 3                                                 application list in order to sell it online, enabling customers to buy and sell fashion
                                                                                                                           easily under one platform.

                                                                                              Developer of an online clothing retail platform offering thrift shopping online
                               Confidentially
                                                                                             while making it mainstream. The company's marketplace allows swapping of old
                              filed; targeting        $337.8MM            $670.0MM
                                                                                              clothes for new ones and selling and buying of secondhand clothes, enabling
                              early 2021 IPO 4
                                                                                                customers and fashion enthusiasts to trade and shop at discounted rates.

                                                                                            Operator of a mobile e-commerce platform making affordable products accessible
                               Confidentially                                               to everyone. The company's platform offers digital shopping of a wide selection of
                                  filed in             $1.8Bn              $11.2Bn          products by leveraging a global supply chain of direct suppliers and avoiding retail
                                Sep. 2020 3                                                 overhead costs, enabling users to buy products online at much cheaper rates than
                                                                                                                       are available in the market.
             Notes:
             Sources: Capital IQ as of 10/28/20.                     4)     Bloomberg, October 2020.
             1)    Nasdaq, October 2020.                             5)     Tech Crunch, September 2020.
             2)    Financial Times, October 2020.                                                                                                                              28
             3)    MarketWatch, September 2020.
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        29
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

 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
 10/2/20                                                                NA      NA          NA         NA      NA
                                                                                                                     latest trends in menswear and women's wear
                                                                                                                     Operator of a digital coupon marketplace, intended to offer a savings destination which
 9/29/20                                                               $420     NA          NA         NA      NA
                                                                                                                     connects consumers with retailers, restaurants and brands, both online and in-store
                                                                                                                     Direct-to-consumer contact lens retailer offering easy, convenient and hassle-free
 9/23/20                                                                NA      NA          NA         NA      NA
                                                                                                                     replacement of contact lenses of the most popular brands at competitive prices
                                                                                                                     Operator of an online marketplace intended to make wholesale automotive deals simple
  9/8/20                                                               $425     NA          NA         NA      NA
                                                                                                                     and transparent
                                                                                                                     Operator and retailer of a personalized products online marketplace intended to aspire,
  9/1/20                                                                NA      NA          NA         NA      NA
                                                                                                                     inspire, motivate
                                                                                                                     Provider of online and catalog retail services intended to provide direct-to-consumer
 8/28/20                                                               $250     NA          NA         NA      NA
                                                                                                                     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
 7/27/20                                                                NA      NA          NA         NA      NA
                                                                                                                     pet care
                                                                                                                     Developer of an interactive gym designed to bring the essential components of a studio
 6/29/20                                                               $500     NA          NA         NA      NA
                                                                                                                     workout at home
                                                                                                                     Operator of an online marketplace intended to provide high-quality stock media at a
 6/25/20                                                                                Confidential
                                                                                                                     fraction of the cost
                                                                                                                     Provider of an online shopping platform designed to offer a range of beauty and personal
 6/23/20                                                                NA      NA          NA         NA      NA
                                                                                                                     care products, food products, household and kitchen products and stationery
                                                                                                                     Operator of an online clothing retail store that providing womens clothing and fashion
 6/17/20                                                                NA      NA          NA         NA      NA
                                                                                                                     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

 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
 5/13/20                                                               $190     3.3 x       NA         NA      NA
                                                                                                                     transacting of properties online
                                                                                                                     Operator of an online design marketplace intended to sell ready-to-use design content
 4/30/20                                                                NA      NA          NA         NA      NA
                                                                                                                     from 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

             Notes:
             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                           30
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
                                                                                                                    Developer of financial education and recommendation platform intended to offer free
 2/24/20                                                               $525     2.5 x   2.4 x     37.2 x   25.8 x
                                                                                                                    credit 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
 2/13/20                                                               $4,050   NA      NA         NA       NA
                                                                                                                    fans 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
 8/29/19                                                                $35     0.6 x   NA         NA       NA
                                                                                                                    intended to create energizing spaces

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

                                                                                                                    Provider of an online marketplace intended to offer a range of sports apparel and
  8/6/19                                                                NA      NA      NA         NA       NA
                                                                                                                    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
 7/31/19                                                               $140     NA      NA         NA       NA
                                                                                                                    undergarments for women
                                                                                                                    Operator of online retail hunting and outdoor apparel shop headquartered in Franklin,
  7/9/19                                                                NA      NA      NA         NA       NA
                                                                                                                    Tennessee
                                                                                                                    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
 6/10/19                                                                NA      NA      NA         NA       NA
                                                                                                                    camera 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

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

             Notes:
             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                        31
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
                                                                                                                   Provider of an online platform intended to help users feel good and inspire them to do
  4/4/19                                                               $750     1.9 x    NA      NA       NA
                                                                                                                   good as well
                                                                                                                   Provider of an online platform intended to offer a range of health, wellness and safety
 2/22/19                                                                NA      NA       NA      NA       NA
                                                                                                                   products for infants, toddlers and parents
                                                                                                                   Operater of digital marketplaces specializing in the digital marketplaces and automotive
 2/15/19                                                               $6,368   10.3 x   9.4 x   23.1 x   17.9 x
                                                                                                                   sectors

 2/15/19                                                                NA      NA       NA      NA       NA       Provider of an online platform designed to sell wall art and decorative items

                                                                                                                   Provider of an online retail platform intended to offer food products especially frozen
 2/11/19                                                                NA      NA       NA      NA       NA
                                                                                                                   meals
                                                                                                                   E-commerce destination for home furnishings, appliances, furniture, home goods and
 1/18/19                                                                $5      0.1 x    NA      2.4 x    NA
                                                                                                                   related products
                                                                                                                   Provider of an online interior designing marketplace designed to exhibit and sell
 1/16/19                                                                NA      NA       NA      NA       NA
                                                                                                                   furnishings and home decors
                                                                                                                   Provider of an online e-commerce marketplace created to sell premium sneakers and
  1/4/19                                                               $250     NA       NA      NA       NA
                                                                                                                   streetwear content

 12/25/18                                                              $1,060   8.9 x    NA      NA       NA       Provider of online food delivery services from restaurants and cafes

                                                                                                                   Provider of a web-based application designed to suggest shopping sites by comparing prices
 11/17/18                                                               NA      NA       NA      NA       NA
                                                                                                                   and attractive deals offered by other retailers
                                                                                                                   Operator and retailer of personalized products online marketplace intended to aspire,
 11/9/18                                                                NA      NA       NA      NM       NA
                                                                                                                   inspire, motivate
                                                                                                                   Provider of a global online retail platform intended to deliver products directly to
 11/8/18                                                                $86     1.8 x    NA      12.4 x   NA
                                                                                                                   consumers around the world

 10/30/18                                                               $74     NA       NA      NA       NA       Manufacturer and retailer of perfumes and personal products

 10/12/18                                                               NA      NA       NA      NA       NA       Online retailer of women's lingerie products

 10/2/18                                                               $100     2.5 x    NA      NA       NA       Provider of an online platform intended to offer trendy apparel for plus-sized women

 9/27/18                                                                NA      NA       NA      NA       NA       Operator of an online furniture retail platform

                                                                                                                   Operator of a multi-platform digital marketplace intended to guide couples through
 9/25/18                                                               $811     5.0 x    4.6 x   35.9 x   21.4 x
                                                                                                                   transformative life stages

 9/14/18                                                                NA      NA       NA      NA       NA       Operator of an online boutique retailer of women's apparel, footwear and accessories

  9/5/18                                                                NA      NA       NA      NA       NA       Provider of an online platform designed to provide a social shopping marketplace

                                                                                                                   Operator of an online retail shop created to sell off-roading vehicle parts, accessories and
 8/31/18                                                                NA      NA       NA      NA       NA
                                                                                                                   merchandise

             Notes:
             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                         32
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

  8/2/18                                                                         NA       NA      NA     NA       NA    An alcohol delivery application operated in Boston, Massachusetts

  8/2/18                                                                         $170     NA      NA     NA       NA    Manufacturer and online retailer of footwear and accessories for men and women

                                                                                                                        Operator of an online clothing marketplace intended to provide access to fashion and
  7/31/18                                                                        NA       NA      NA     NA       NA
                                                                                                                        luxury lifestyle brands
                                                                                                                        Operator of an e-commerce platform intended to bridge the gap between designers, artists,
  7/2/18                                                                         $26      NA      NA     NA       NA
                                                                                                                        producers and consumers
                                                                                                                        Developer of an e-commerce shopping portal intended to offer a wide range of fashion
  6/30/18                                                                        $50      NA      NA     NA       NA
                                                                                                                        products across the US

  6/26/18                                                                        NA       NA      NA     NA       NA    Manufacturer and online retailer of home furnishing and decor products

                                                                                                                        Operator of an online home decor marketplace created to sell stylish home decoration
  6/25/18                                                                        NA       NA      NA     NA       NA
                                                                                                                        products

  5/15/18                                                                        NA       NA      NA     NA       NA    Retailer of fitness gear and technology through its online store

                                                                                                                        Operator of an e-commerce shopping portal intended to offer a wide range of consumer
  5/9/18                                                                        $20,779   4.5 x   NA     NA       NA
                                                                                                                        products
                                                                                                                        Operator of a tire retail platform intended to offer deals, shipment and tire installation
  5/9/18                                                                         NA       NA      NA     NA       NA
                                                                                                                        services online
                                                                                                                        Provider of an online marketplace that provides an intermediary between students and
  3/31/18                                                                        NA       NA      NA     NA       NA
                                                                                                                        internationally based landlords facilitating easy and transparent apartment selection

  2/27/18                                                                        NA       NA      NA     NA       NA    Operator of an online platform intended to retail auto parts and accessories

                                                                                                                        Provider of an online marketplace for high-end design and furnishings making it easy for
  2/13/18                                                                        NA       NA      NA     NA       NA
                                                                                                                        owners of high-end furniture to sell their pieces

  1/18/18                                                                        $94      NA      NA     NA       NA    Developer of an online marketplace created to offer grooming products for men

                                                                                                                        Manufacturer of modular and interchangeable custom watches designed to offer products
  1/1/18                                                                         NA       NA      NA     NA       NA
                                                                                                                        that serve as a style statement for men and women

Summary Statistics
Mean                                                                                      3.9x     NA    22.2x     NA

Median                                                                                    2.5x     NA    23.1x     NA

                      Notes:
                      Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                        33
M&A AND FINANCINGS
Precedent Financings
($MM)
Announced                                                               Amount     Total   Enterprise
  Date      Investor                          Target                   Invested   Raised   Value (EV)   Target Description
 10/21/20                                                               $100      $164        NA        Provider of online peer-to-peer recreational vehicle rental services

                                                                                                        Developer of an online food marketplace platform intended to deliver farm-fresh food to doors all across
 10/5/20                                                                 $60      $166        $450
                                                                                                        the United States

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

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

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

                                                                                                        Operator of an online shopping platform intended to offer wholesale club experience for modern
 6/30/20                                                                 $30      $274        $400
                                                                                                        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
                                                                                                        Operator of an online marketplace designed to offer access to the global network of fully finished
  2/6/20                                                                 $30       $45        $95
                                                                                                        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
 1/30/20                                                                 $16       $74        $126
                                                                                                        artisan florists directly to consumers

             Notes:
             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                          34
M&A AND FINANCINGS
Precedent Financings (cont’d)
($MM)
Announced                                                               Amount     Total   Enterprise
  Date      Investor                          Target                   Invested   Raised   Value (EV)   Target Description
 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
  9/1/19                                                                 $80       $89        $930
                                                                                                        and 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
 8/20/19                                                                 $50       $56        NA
                                                                                                        event 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
 6/26/19                                                                 $15       $28        $55
                                                                                                        an 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
 6/17/19                                                                 $50       $90        $165
                                                                                                        apparel and accessories
                                                                                                        Operator of an e-commerce platform intended to be used for the wholesale ordering of professional
 5/14/19                                                                 $25       $31        $95
                                                                                                        grade 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

             Notes:
             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                          35
M&A AND FINANCINGS
Precedent Financings (cont’d)
($MM)
Announced                                                               Amount     Total   Enterprise
  Date      Investor                          Target                   Invested   Raised   Value (EV)   Target Description
  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

                                                                                                        Developer of an online renting platform intended to revolutionize the accessories and dressing retail
 3/21/19                                                                $125      $521       $1,000
                                                                                                        industry
                                                                                                        Developer of a mobile commerce and digital marketing platform designed to connect merchants in the
 2/28/19                                                                 $20       $29        $95
                                                                                                        retail fueling industry to their consumers
                                                                                                        Developer of an online wholesale fashion platform designed to improve the entire wholesale buying
 2/13/19                                                                 $16       $36        $326
                                                                                                        process

  2/7/19                                                                 $80      $252        $520      Provider of an online marketplace intended to offer rare and luxury products

                                                                                                        Developer of an online apparel and accessories platform designed to bridge the gap between luxury
  2/5/19                                                                 $30       $45        $124
                                                                                                        goods and affordable fashion
                                                                                                        Developer of an online marketplace designed to simplify the leasing process of small to medium-sized
 1/17/19                                                                 $15       $23        $60
                                                                                                        office spaces

  1/1/19                                                                 $18       $22        $53       Developer of an online platform designed to offer seafood

 12/19/18                                                                $50      $131        $800      Developer of an online freight marketplace platform intended to connect shippers with truck drivers

                                                                                                        Operator of a lifestyle brand and design marketplace intended to enable the design independence of
 12/13/18                                                               $208      $295        $733
                                                                                                        both consumers and artists around the world
                                                                                                        Operator of an online marketplace intended to reinvent the medical apparel category with
 12/10/18                                                                $15       $23        NA
                                                                                                        contemporary, runway-inspired fashion
                                                                                                        Provider of an on-demand marketplace intended to offer road trips and recreational vehicle (RV)
 11/30/18                                                                $50       $93        $350
                                                                                                        adventures

 11/28/18                                                                $50       $50        NA        Operator of an e-commerce platform for the buying, selling and trading of luxury pre-owned timepieces

 11/15/18                                                                $40       $97        $410      Developer of an e-commerce platform designed to make shopping easy for women of all shapes and sizes

 11/14/18                                                                $59      $102        $209      Operator of an online wine shop intended to offer selection, guidance and convenience

             Notes:
             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                            36
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        37
APPENDIX – PUBLIC COMPANY VALUATIONS

($MM, except per share data)

                                            Stock Price     Market         Cash &         Total      Enterprise      EV / Revenue                                    EV / EBITDA
Company                                     10/28/2020       Cap         ST. Invest.      Debt       Value (EV)   CY20E        CY21E      CY20E      CY21E      20E/19A       21E/20E    CY20E        CY21E
E-Commerce
Amazon.com                                     $3,211.01   $1,608,362       $71,391       $91,401    $1,628,372       4.4x         3.7x      30.1x      24.0x        32%           18%       15%          15%
JD.com                                            $83.04    $129,584        $17,030        $5,310     $120,648        1.1x         0.9x      37.7x      26.4x        32%           21%        3%           3%
Wayfair Inc.                                    $255.76       $24,397        $2,374        $2,949       $24,972       1.8x         1.6x      40.3x      43.0x        52%           13%        4%           4%
Zalando SE                                        $95.85      $24,112        $1,646        $1,023       $23,489       2.6x         2.2x      32.6x      29.1x        26%           19%        8%           7%
Ocado Group plc                                   $30.33      $22,368        $1,605        $1,363       $22,155       7.4x         6.3x       NM         NM          31%           17%        2%           3%
Vipshop Holdings Limited                          $20.85      $14,094        $1,888          $577       $12,885       0.9x         0.8x      12.2x       9.8x        10%           13%        7%           8%
Rakuten                                           $10.03      $13,640       $26,382       $19,201        $6,657       0.5x         0.4x       9.8x       5.6x        21%           12%        5%           8%
ZOZO                                              $26.43       $8,071          $256          $186        $8,000       6.0x         5.6x      21.1x      19.6x        18%            8%       28%          28%
ASOS Plc                                          $57.40       $5,713          $545          $418        $5,587       1.3x         1.1x      18.6x      14.6x        19%           21%        7%           8%
boohoo group plc                                   $3.45       $4,306          $461           $18        $3,864       2.0x         1.5x      19.7x      15.8x        51%           29%       10%          10%
Shop Apotheke Europe N.V.                       $175.37        $3,137          $173          $190        $3,154       2.9x         2.3x       NM         NM          39%           26%        1%           2%
Zur Rose Group AG                               $284.30        $2,975          $273          $553        $3,255       1.9x         1.4x       NM         NM          19%           32%       (2%)          1%
AO World plc                                       $4.71       $2,223            $9          $132        $2,345       1.3x         1.2x      35.7x      26.6x        27%           11%        4%           5%
1-800-FLOWERS.COM                                 $21.37       $1,378           $11          $307        $1,674       1.0x         0.9x      10.4x       9.9x        30%            5%        9%           9%
Kogan.com Ltd                                     $14.82       $1,567          $101            $2        $1,467       3.2x         2.9x      29.1x      25.1x        56%            9%       11%          12%
Boozt AB (publ)                                   $16.04         $929           $97           $76          $908       1.9x         1.6x      21.6x      18.5x        29%           18%        9%           9%
Westwing Group AG                                 $31.13         $623           $97           $35          $557       1.1x         1.0x      10.7x      16.2x        69%           11%       10%           6%
PetMed Express                                    $30.62         $615          $106            $0          $509       1.6x         1.6x      12.8x      11.4x        12%            4%       13%          14%
home24 SE                                         $19.47         $514           $56           $46          $488       0.9x         0.8x      37.7x      24.4x        30%           13%        2%           3%
Summary Statistics
Mean                                                                                                                  2.3x         2.0x      23.8x      20.0x        32%          16%            8%           8%
Median                                                                                                                1.8x         1.5x      21.4x      19.0x        30%          13%            7%           8%
Marketplaces
Alibaba Group Holding Limited                   $312.56      $845,674       $54,720       $21,014      $827,816       8.9x         7.0x      29.0x      21.7x        34%           26%       31%          32%
MercadoLibre                                   $1,300.98      $64,672        $2,764        $1,396       $63,304      17.8x        13.1x       NM         NM          56%           35%        6%           6%
Uber Technologies                                 $34.06      $59,694        $7,787        $9,592       $62,470       4.9x         3.5x       NM         NM         (10%)          42%      (20%)         (2%)
eBay Inc.                                         $49.28      $34,490        $3,660        $8,134       $38,964       3.8x         3.6x      10.0x       9.4x        (5%)           6%       38%          38%
Copart                                          $111.28       $26,259          $478          $518       $26,299      11.6x        10.1x      27.1x      24.1x         2%           15%       43%          42%
Delivery Hero SE                                $116.90       $23,280        $2,903        $1,976       $22,350       6.8x         4.7x       NM         NM         132%           46%        NM          (8%)
Just Eat Takeaway.com N.V.                      $114.06       $16,965          $591          $641       $17,020       6.5x         5.5x      44.1x      37.2x       461%           19%       15%          15%
Etsy                                            $132.42       $15,801        $1,525        $1,110       $15,387      10.2x         9.0x      34.5x      31.5x        86%           14%       30%          28%
Farfetch Limited                                  $29.22       $9,923          $802          $610        $9,887       6.4x         4.9x       NM         NM          59%           30%       (5%)          1%
Grubhub Inc.                                      $74.76       $6,899          $467          $617        $7,049       4.3x         3.7x       NM        45.9x        27%           16%        5%           8%
Lyft                                              $22.93       $7,156        $2,776        $1,052        $5,432       2.2x         1.4x       NM         NM         (32%)          53%        NM          (7%)
Fiverr International Ltd.                       $153.37        $5,386          $214            $5        $5,176      28.5x        21.0x       NM         NM          71%           36%        4%           9%
Vroom                                             $40.36       $5,252          $651          $126        $4,727       3.5x         1.8x       NM         NM           NA           92%      (12%)         (5%)
Shutterstock                                      $67.10       $2,431          $383           $43        $2,090       3.2x         3.0x      14.5x      13.9x         1%            7%       22%          21%
The RealReal                                      $13.63       $1,194          $410          $278        $1,062       3.4x         2.5x       NM         NM           0%           38%        NM         (14%)
Infibeam Avenues Limited                           $1.12         $740           $24            $3         $720        9.3x         6.6x      32.4x      21.2x       (34%)          41%       29%          31%
Cars.com                                           $7.68         $516           $57          $655        $1,114       2.1x         1.9x       7.4x       6.5x       (11%)           9%       28%          29%
Summary Statistics
Mean                                                                                                                  7.8x         6.1x      24.9x      23.5x        52%          31%        15%          13%
Median                                                                                                                6.4x         4.7x      28.0x      21.7x        15%          30%        18%           9%

                            Notes:
                            Sources: Capital IQ, Wall Street Estimates. Multiples 50x considered NM.                                                                                            38
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and private funds advisory services to growth companies and market leaders.
The firm offers worldwide coverage with over 500 professionals in 25 offices
across America, Asia and Europe. Built by the people that run the business,
GCA is a firm of experts who focus on deals that require commitment, original
perspective, skill and exceptional networks.

www.gcaglobal.com

This report was prepared by GCA Advisors, LLC, a registered broker-dealer and member of FINRA and SIPC. Sources of data include Capital IQ and other news organizations. Information obtained from third-
party sources is considered reliable, but we do not guarantee that the information herein is accurate and complete. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of
the securities mentioned herein; past performance does not guarantee future results. Recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or
any other decision.

DISCLAIMER: This report includes logos or other words or devices that may be registered trademarks of their respective owners. Such use is solely for purposes of convenience in referring to the trademark
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