EX-99.(C)(II) 2 d583960dex99cii.htm EX-99.(C)(II)

Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018

Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2

Transaction OverviewTransaction Overview

Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate, negotiate and approve or disapprove Aqua’s proposal On April 5, 2018, Allen & Company and Citibank, Aqua’s financial advisor, held a call in which Allen relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citibank to help refine their view on valuation On May 2, 2018, Allen and Citibank held a meeting in which Citibank verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence ■ Allen and Citibank began negotiations relating to Aqua’s offer on May 7, 2018 On May 22, 2018, the Special Committee and Aqua held a meeting in which both sides agreed on an offer of $6.25 / share in cash, subject to completion of documentation and due diligence CONFIDENTIAL 4Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate, negotiate and approve or disapprove Aqua’s proposal On April 5, 2018, Allen & Company and Citibank, Aqua’s financial advisor, held a call in which Allen relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citibank to help refine their view on valuation On May 2, 2018, Allen and Citibank held a meeting in which Citibank verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence ■ Allen and Citibank began negotiations relating to Aqua’s offer on May 7, 2018 On May 22, 2018, the Special Committee and Aqua held a meeting in which both sides agreed on an offer of $6.25 / share in cash, subject to completion of documentation and due diligence CONFIDENTIAL 4

Summary of Selected Transaction Terms ■ Purchase by Aqua of all outstanding shares of River not currently owned by Aqua or Robert L. Johnson, representing approximately 22% of outstanding shares on a fully diluted basis Structure ■ $6.25 in cash per River common stock (“Offer Price”) Consideration ■ Equity awards and certain warrants: • Receive difference between Offer Price and applicable exercise prices (net of tax withholdings) Equity Awards, Warrants and ■ Preferred equity, at holder’s election: Preferred Equity • Convert into right to receive transaction consideration (adjusted for 25% premium), or • Continue to hold an equivalent security issued by Aqua ■ Approval of the transaction by the majority of River shareholders (no majority-of-the-minority voting condition) Certain Closing Conditions ■ HSR and other regulatory approvals ■ Termination fees payable by River under certain circumstances Termination Fees Source: Execution version, dated July 29, 2018, of Agreement and Plan of Merger. CONFIDENTIAL 5Summary of Selected Transaction Terms ■ Purchase by Aqua of all outstanding shares of River not currently owned by Aqua or Robert L. Johnson, representing approximately 22% of outstanding shares on a fully diluted basis Structure ■ $6.25 in cash per River common stock (“Offer Price”) Consideration ■ Equity awards and certain warrants: • Receive difference between Offer Price and applicable exercise prices (net of tax withholdings) Equity Awards, Warrants and ■ Preferred equity, at holder’s election: Preferred Equity • Convert into right to receive transaction consideration (adjusted for 25% premium), or • Continue to hold an equivalent security issued by Aqua ■ Approval of the transaction by the majority of River shareholders (no majority-of-the-minority voting condition) Certain Closing Conditions ■ HSR and other regulatory approvals ■ Termination fees payable by River under certain circumstances Termination Fees Source: Execution version, dated July 29, 2018, of Agreement and Plan of Merger. CONFIDENTIAL 5

Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $6.25 Aqua Offer (May 22, 2018) Aqua 26.1 60% Fully Diluted Shares Outstanding 43.3 Equity Value $271 Robert L. Johnson 7.6 18% Plus: Debt (1) 25 All Other 9.6 22% Less: Cash (2) (6) Less: Present Value of NOLs (21) Non-Aqua Preferred Shares 3.0 7% Adj. Firm Value $269 Management and Board 2.2 5% Less: Unconsolidated Assets (23) Enterprise Value $246 Other 4.5 10% Total Shareholders 43.3 100% Implied Enterprise Value / Revenue Metrics Multiples 2017A $86.3 2.8x 2018B 100.5 2.4x 2019E 115.3 2.1x Adj. Firm Value / Adj. EBITDA 2017A $16.6 16.2x 2018B 21.3 12.6x 2019E 24.6 10.9x Source: Company filings and management. 1. Includes $2mm of liabilities owed to the RLJ Companies. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 6Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $6.25 Aqua Offer (May 22, 2018) Aqua 26.1 60% Fully Diluted Shares Outstanding 43.3 Equity Value $271 Robert L. Johnson 7.6 18% Plus: Debt (1) 25 All Other 9.6 22% Less: Cash (2) (6) Less: Present Value of NOLs (21) Non-Aqua Preferred Shares 3.0 7% Adj. Firm Value $269 Management and Board 2.2 5% Less: Unconsolidated Assets (23) Enterprise Value $246 Other 4.5 10% Total Shareholders 43.3 100% Implied Enterprise Value / Revenue Metrics Multiples 2017A $86.3 2.8x 2018B 100.5 2.4x 2019E 115.3 2.1x Adj. Firm Value / Adj. EBITDA 2017A $16.6 16.2x 2018B 21.3 12.6x 2019E 24.6 10.9x Source: Company filings and management. 1. Includes $2mm of liabilities owed to the RLJ Companies. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 6

River OverviewRiver Overview

Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays, and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 8Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays, and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 8

Volume (mm) 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 5/22/18 Final Offer: $6.25 $6.00 0.2 Current: $4.87 $4.00 0.1 2/26/18 $2.00 Public Offer: $4.25 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of July 27, 2018. CONFIDENTIAL 9 PriceVolume (mm) 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 5/22/18 Final Offer: $6.25 $6.00 0.2 Current: $4.87 $4.00 0.1 2/26/18 $2.00 Public Offer: $4.25 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of July 27, 2018. CONFIDENTIAL 9 Price

LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 10LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 10

Financial AnalysesFinancial Analyses

Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 12Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 12

Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 13Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 13

Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 14Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 14

Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 15Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 15

Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 16Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 16

Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 17Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 17

Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18

Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 19Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 19

Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 20Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 20

Preliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 22, 2018 Offer: $6.25 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018B Adj. EBITDA: 9.0 - 12.0x $4.52 $5.99 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 11.0x $4.64 $6.32 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 11.0x $4.42 $6.03 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.00 $6.46 $21.3mm Transactions (1) WACC: 15.0 - 18.5% Terminal EBITDA $5.81 $8.25 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x DCF Analysis WACC: 14.0 - 17.5% Terminal EBITDA $4.47 $6.29 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x Digital Channels: 5.5 - 7.5x Revenue 2018B Adj. EBITDA: $5.48 $7.17 $21.3mm ACL: 9.0 - 12.0x EBITDA Sum-of-the- Parts: Digital Channels: 4.0 - 5.5x Revenue 2019E Adj. EBITDA: Selected $5.53 $7.36 $24.6mm ACL: 8.0 - 11.0x EBITDA Public Companies (2) Wholesale: 6.5 - 7.5x EBITDA 2019E Adj. EBITDA: $5.04 $6.71 $23.5mm in both cases in 2018B-2019E Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018B Adj. EBITDA Mult: 1.8x 3.8x 5.7x 7.8x 10.0x 12.1x 14.2x 16.3x 18.4x 20.5x Source: Company management, Company filings, and CapIQ. Note: Includes present value of NOLs. 1. Fwd Adj. EBITDA represents 2018B Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 21 Base Case Adjusted CasePreliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 22, 2018 Offer: $6.25 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018B Adj. EBITDA: 9.0 - 12.0x $4.52 $5.99 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 11.0x $4.64 $6.32 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 11.0x $4.42 $6.03 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.00 $6.46 $21.3mm Transactions (1) WACC: 15.0 - 18.5% Terminal EBITDA $5.81 $8.25 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x DCF Analysis WACC: 14.0 - 17.5% Terminal EBITDA $4.47 $6.29 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x Digital Channels: 5.5 - 7.5x Revenue 2018B Adj. EBITDA: $5.48 $7.17 $21.3mm ACL: 9.0 - 12.0x EBITDA Sum-of-the- Parts: Digital Channels: 4.0 - 5.5x Revenue 2019E Adj. EBITDA: Selected $5.53 $7.36 $24.6mm ACL: 8.0 - 11.0x EBITDA Public Companies (2) Wholesale: 6.5 - 7.5x EBITDA 2019E Adj. EBITDA: $5.04 $6.71 $23.5mm in both cases in 2018B-2019E Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018B Adj. EBITDA Mult: 1.8x 3.8x 5.7x 7.8x 10.0x 12.1x 14.2x 16.3x 18.4x 20.5x Source: Company management, Company filings, and CapIQ. Note: Includes present value of NOLs. 1. Fwd Adj. EBITDA represents 2018B Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 21 Base Case Adjusted Case

Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $112.62 $169,725 $195,601 11.2 x 10.8 x 10.6 x 5% 4% 31% CBS 54.04 20,848 30,338 9.2 8.5 7.9 7% 9% 24% Discovery 24.91 18,244 36,855 9.2 9.1 7.9 5% 7% 38% Viacom 29.91 12,113 21,775 7.2 7.0 6.8 2% 4% 24% ITV (1) 2.18 8,830 10,114 8.5 8.9 8.8 1% (2%) 27% AMC 59.08 3,583 6,521 7.2 7.1 7.1 3% 1% 32% Mean 8.8 x 8.6 x 8.2 x 4% 4% 29% Median 8.8 8.7 7.9 4% 4% 29% Independent Content Production & Distribution Lionsgate $22.69 $4,889 $6,979 11.6 x 11.8 x 10.8 x (2%) 1% 15% Entertainment One 4.71 2,240 2,889 12.3 11.4 10.3 8% 11% 17% Eros 13.25 970 1,298 16.5 14.1 11.3 20% 34% 31% DHX Media (2) 2.53 340 1,087 11.5 12.3 11.6 1% (3%) 24% Mean 13.0 x 12.4 x 11.0 x 7% 11% 22% Median 11.9 12.0 11.0 5% 6% 21% Total Mean 10.4 x 10.1 x 9.3 x 5% 7% 26% Median 10.2 9.9 9.5 4% 4% 26% Max 16.5 14.1 11.6 20% 34% 38% Min 7.2 7.0 6.8 (2%) (3%) 15% Source: Company filings and CapIQ as of July 27, 2018. Note: EBITDA excludes stock-based compensation expense. 1. LTM based on CY 2017 EBITDA as CQ1 trading update does not include EBITDA metric. 2. Pro forma for sale of 49% of DHX Media’s 80% stake in Peanuts Holdings for $185mm, announced on May 13, 2018. CONFIDENTIAL 22Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $112.62 $169,725 $195,601 11.2 x 10.8 x 10.6 x 5% 4% 31% CBS 54.04 20,848 30,338 9.2 8.5 7.9 7% 9% 24% Discovery 24.91 18,244 36,855 9.2 9.1 7.9 5% 7% 38% Viacom 29.91 12,113 21,775 7.2 7.0 6.8 2% 4% 24% ITV (1) 2.18 8,830 10,114 8.5 8.9 8.8 1% (2%) 27% AMC 59.08 3,583 6,521 7.2 7.1 7.1 3% 1% 32% Mean 8.8 x 8.6 x 8.2 x 4% 4% 29% Median 8.8 8.7 7.9 4% 4% 29% Independent Content Production & Distribution Lionsgate $22.69 $4,889 $6,979 11.6 x 11.8 x 10.8 x (2%) 1% 15% Entertainment One 4.71 2,240 2,889 12.3 11.4 10.3 8% 11% 17% Eros 13.25 970 1,298 16.5 14.1 11.3 20% 34% 31% DHX Media (2) 2.53 340 1,087 11.5 12.3 11.6 1% (3%) 24% Mean 13.0 x 12.4 x 11.0 x 7% 11% 22% Median 11.9 12.0 11.0 5% 6% 21% Total Mean 10.4 x 10.1 x 9.3 x 5% 7% 26% Median 10.2 9.9 9.5 4% 4% 26% Max 16.5 14.1 11.6 20% 34% 38% Min 7.2 7.0 6.8 (2%) (3%) 15% Source: Company filings and CapIQ as of July 27, 2018. Note: EBITDA excludes stock-based compensation expense. 1. LTM based on CY 2017 EBITDA as CQ1 trading update does not include EBITDA metric. 2. Pro forma for sale of 49% of DHX Media’s 80% stake in Peanuts Holdings for $185mm, announced on May 13, 2018. CONFIDENTIAL 22

Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 07/11/18 Sky Comcast $44.0 12.8 x 06/20/18 21st Century Fox The Walt Disney Company 70.6 13.5 07/31/17 Scripps Networks Interactive Discovery 15.4 9.9 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.7 x Median 11.4 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 23Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 07/11/18 Sky Comcast $44.0 12.8 x 06/20/18 21st Century Fox The Walt Disney Company 70.6 13.5 07/31/17 Scripps Networks Interactive Discovery 15.4 9.9 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.7 x Median 11.4 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 23

WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.6 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.0 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 15.0% $6.58 $7.42 $8.25 15.0% $305 $342 $380 16.8% 6.18 6.96 7.74 16.8% 287 322 357 18.5% 5.81 6.54 7.27 18.5% 270 303 336 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.6 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.0 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 15.0% $6.58 $7.42 $8.25 15.0% $305 $342 $380 16.8% 6.18 6.96 7.74 16.8% 287 322 357 18.5% 5.81 6.54 7.27 18.5% 270 303 336 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24

WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.2 2.5 1.9 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.1 $13.5 $18.8 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 14.0% $5.06 $5.68 $6.29 14.0% $236 $264 $292 15.8% 4.75 5.33 5.90 15.8% 222 248 274 17.5% 4.47 5.00 5.54 17.5% 210 234 258 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 25WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.2 2.5 1.9 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.1 $13.5 $18.8 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 14.0% $5.06 $5.68 $6.29 14.0% $236 $264 $292 15.8% 4.75 5.33 5.90 15.8% 222 248 274 17.5% 4.47 5.00 5.54 17.5% 210 234 258 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 25

SOTP Base Case Financials: Selected Public Companies Analysis: 2018B ($USD in Millions) 2018B 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 5.5x 7.5x $233 $318 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 82 95 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.9 EBITDA 9.0x 12.0x 62 83 Corporate Expenses -- (11.8) EBITDA 12.0x 15.7x (142) (186) Total $100.5 $21.3 12.0x 15.7x $235 $309 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $236 $312 Fully Diluted Shares Outstanding 43.0 43.5 Implied Equity Value / Share $5.48 $7.17 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26SOTP Base Case Financials: Selected Public Companies Analysis: 2018B ($USD in Millions) 2018B 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 5.5x 7.5x $233 $318 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 82 95 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.9 EBITDA 9.0x 12.0x 62 83 Corporate Expenses -- (11.8) EBITDA 12.0x 15.7x (142) (186) Total $100.5 $21.3 12.0x 15.7x $235 $309 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $236 $312 Fully Diluted Shares Outstanding 43.0 43.5 Implied Equity Value / Share $5.48 $7.17 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26

SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 4.0x 5.5x $228 $314 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 62 72 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 11.0x 63 86 Corporate Expenses -- (11.9) EBITDA 9.7x 12.9x (116) (154) Total $115.3 $24.6 9.7x 12.9x $237 $318 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $238 $321 Fully Diluted Shares Outstanding 43.1 43.5 Implied Equity Value / Share $5.53 $7.36 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 4.0x 5.5x $228 $314 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 62 72 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 11.0x 63 86 Corporate Expenses -- (11.9) EBITDA 9.7x 12.9x (116) (154) Total $115.3 $24.6 9.7x 12.9x $237 $318 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $238 $321 Fully Diluted Shares Outstanding 43.1 43.5 Implied Equity Value / Share $5.53 $7.36 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27

SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 4.0x 5.5x $219 $302 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 59 68 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 11.0x 50 68 Corporate Expenses -- (11.9) EBITDA 9.4x 12.5x (112) (149) Total $109.3 $23.5 9.4x 12.5x $216 $289 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 19 21 Implied Equity Value $216 $291 Fully Diluted Shares Outstanding 42.9 43.4 Implied Equity Value / Share $5.04 $6.71 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 28SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 4.0x 5.5x $219 $302 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 59 68 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 11.0x 50 68 Corporate Expenses -- (11.9) EBITDA 9.4x 12.5x (112) (149) Total $109.3 $23.5 9.4x 12.5x $216 $289 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 19 21 Implied Equity Value $216 $291 Fully Diluted Shares Outstanding 42.9 43.4 Implied Equity Value / Share $5.04 $6.71 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 28

AppendixAppendix

Selected Premiums Paid Analysis Acquirors have, on average, paid roughly 26-38% premiums to unaffected share price for 100% control transactions ■ Aqua’s offer of $6.25 represents a 61% premium to River’s unaffected share price of $3.87 as of February 23, 2018 Transaction Premium to Unaffected Share Price Ann. Date Target Acquiror Value ($mm) 1-Day 7-Day 30-Day 03/12/18 Cogentix Medical Laborie Medical $235 14% 27% 40% 07/26/17 Guidance Software Open Text Corporation 256 3% 2% 5% 06/22/17 EnerNOC Enel Green Power North America 250 42% 29% 37% 06/14/17 Rightside Group Donuts 218 9% 9% 14% 04/11/17 UCP Century Communities 217 22% 18% 11% 02/21/17 Delta Natural Gas PNG Companies 218 17% 17% 14% 02/14/17 GigPeak Integrated Device Technology 225 14% 18% 18% 01/25/17 Arctic Cat Textron Specialized Vehicles 245 41% 35% 17% 01/11/17 Derma Sciences Integra LifeSciences 201 40% 33% 46% 11/07/16 Datalink Insight Enterprises 253 19% 19% 6% 08/30/16 USMD Holdings WellMed Medical Management 255 9% 12% 8% 08/12/16 Silicon Graphics International Hewlett Packard Enterprise 296 30% 36% 49% 06/21/16 American Science & Engineering OSI Systems 269 14% 16% 23% 11/02/15 Furmanite Team 290 8% 17% 23% 10/08/15 Journal Media Group Gannett 300 45% 59% 83% 09/03/15 Millennial Media Oath 263 13% 9% 4% 08/11/15 NTELOS Shenandoah Telecommunications 206 27% 38% 95% 02/05/15 Courier Corporation R.R. Donnelley & Sons 265 59% 58% 60% 10/15/14 Penford Corporation Ingredion 246 73% 61% 28% 09/28/14 Ambit Biosciences Daiichi Sankyo 279 83% 78% 98% 07/02/14 Vitacost.com Kroger 276 27% 27% 24% 06/30/14 Enventis Consolidated Communications 226 17% 20% 21% 06/25/14 Medical Action Industries Owens & Minor 228 95% 94% 112% 12/16/13 Solta Medical Valeant Pharmaceuticals 245 40% 42% 45% 11/08/13 Costa Essilor International 284 8% 7% 18% 11/06/13 Mindspeed Technologies MACOM Technology Solutions 219 70% 76% 75% 10/01/13 Edgen Group Sumitomo 228 58% 52% 63% 09/04/13 Rochester Medical C. R. Bard 252 45% 44% 33% Mean 34% 34% 38% Source: Company filings and CapIQ. Median 27% 28% 26% Note: Represents US transactions valued between $200 mm to $300 mm in the past 5 years. Max 95% 94% 112% Excludes transactions in the financial, real estate, and energy industries. Min 3% 2% 4% Only includes 100% acquisition transactions. CONFIDENTIAL 30Selected Premiums Paid Analysis Acquirors have, on average, paid roughly 26-38% premiums to unaffected share price for 100% control transactions ■ Aqua’s offer of $6.25 represents a 61% premium to River’s unaffected share price of $3.87 as of February 23, 2018 Transaction Premium to Unaffected Share Price Ann. Date Target Acquiror Value ($mm) 1-Day 7-Day 30-Day 03/12/18 Cogentix Medical Laborie Medical $235 14% 27% 40% 07/26/17 Guidance Software Open Text Corporation 256 3% 2% 5% 06/22/17 EnerNOC Enel Green Power North America 250 42% 29% 37% 06/14/17 Rightside Group Donuts 218 9% 9% 14% 04/11/17 UCP Century Communities 217 22% 18% 11% 02/21/17 Delta Natural Gas PNG Companies 218 17% 17% 14% 02/14/17 GigPeak Integrated Device Technology 225 14% 18% 18% 01/25/17 Arctic Cat Textron Specialized Vehicles 245 41% 35% 17% 01/11/17 Derma Sciences Integra LifeSciences 201 40% 33% 46% 11/07/16 Datalink Insight Enterprises 253 19% 19% 6% 08/30/16 USMD Holdings WellMed Medical Management 255 9% 12% 8% 08/12/16 Silicon Graphics International Hewlett Packard Enterprise 296 30% 36% 49% 06/21/16 American Science & Engineering OSI Systems 269 14% 16% 23% 11/02/15 Furmanite Team 290 8% 17% 23% 10/08/15 Journal Media Group Gannett 300 45% 59% 83% 09/03/15 Millennial Media Oath 263 13% 9% 4% 08/11/15 NTELOS Shenandoah Telecommunications 206 27% 38% 95% 02/05/15 Courier Corporation R.R. Donnelley & Sons 265 59% 58% 60% 10/15/14 Penford Corporation Ingredion 246 73% 61% 28% 09/28/14 Ambit Biosciences Daiichi Sankyo 279 83% 78% 98% 07/02/14 Vitacost.com Kroger 276 27% 27% 24% 06/30/14 Enventis Consolidated Communications 226 17% 20% 21% 06/25/14 Medical Action Industries Owens & Minor 228 95% 94% 112% 12/16/13 Solta Medical Valeant Pharmaceuticals 245 40% 42% 45% 11/08/13 Costa Essilor International 284 8% 7% 18% 11/06/13 Mindspeed Technologies MACOM Technology Solutions 219 70% 76% 75% 10/01/13 Edgen Group Sumitomo 228 58% 52% 63% 09/04/13 Rochester Medical C. R. Bard 252 45% 44% 33% Mean 34% 34% 38% Source: Company filings and CapIQ. Median 27% 28% 26% Note: Represents US transactions valued between $200 mm to $300 mm in the past 5 years. Max 95% 94% 112% Excludes transactions in the financial, real estate, and energy industries. Min 3% 2% 4% Only includes 100% acquisition transactions. CONFIDENTIAL 30

Selected Public Companies ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix $355.21 $160,470 $164,981 11.9 x 10.4 x 8.4 x 30% 68% 13% Spotify 186.27 35,951 32,986 6.5 5.4 4.2 26% NM NM Gaia 18.80 359 298 9.3 6.7 3.8 66% NM NM Mean 9.2 x 7.5 x 5.5 x 41% 68% 13% Median 9.3 6.7 4.2 30% 68% 13% Max 11.9 10.4 8.4 66% 68% 13% Min 6.5 5.4 3.8 26% 68% 13% Source: Company filings and CapIQ as of July 27, 2018. CONFIDENTIAL 31Selected Public Companies ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix $355.21 $160,470 $164,981 11.9 x 10.4 x 8.4 x 30% 68% 13% Spotify 186.27 35,951 32,986 6.5 5.4 4.2 26% NM NM Gaia 18.80 359 298 9.3 6.7 3.8 66% NM NM Mean 9.2 x 7.5 x 5.5 x 41% 68% 13% Median 9.3 6.7 4.2 30% 68% 13% Max 11.9 10.4 8.4 66% 68% 13% Min 6.5 5.4 3.8 26% 68% 13% Source: Company filings and CapIQ as of July 27, 2018. CONFIDENTIAL 31

Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 1 Netflix 2 Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 5.4% 5.4% Cost of Equity 14.6% 19.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 14.6% 19.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 14.1% 16.3% 18.6% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 32Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 1 Netflix 2 Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 5.4% 5.4% Cost of Equity 14.6% 19.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 14.6% 19.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 14.1% 16.3% 18.6% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 32

UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 Netflix Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 11.4% 11.4% Cost of Equity 20.6% 25.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 20.6% 25.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 19.8% 22.1% 24.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 33UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 Netflix Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 11.4% 11.4% Cost of Equity 20.6% 25.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 20.6% 25.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 19.8% 22.1% 24.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 33

Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 12.9% 0.97 0.88 1 Disney 2 CBS 30.9% 0.76 0.57 Equity Market Risk Premium (1) 6.0% 7.1% 51.2% 1.23 0.69 3 Discovery Asset Beta (2) 0.52 0.77 46.9% 0.87 0.53 4 Viacom Debt / Capitalization (Market) 32.0% 32.0% 13.8% 0.94 0.84 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 6 AMC 46.1% 0.78 0.48 Adjusted Equity Market Risk Premium 4.2% 7.4% Independent Content Production & Distribution 33.1% 1.35 0.99 7 Lionsgate Size Premium (3) 5.4% 5.4% 24.0% 0.74 0.60 8 Entertainment One Cost of Equity 12.7% 15.8% 9 Eros 24.4% 0.88 0.71 67.1% 0.19 0.07 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.6% 6.6% Median 32.0% 0.64 Effective Marginal Tax Rate 26.0% 26.0% Average 35.0% 0.64 Cost of Debt (After tax) 4.9% 4.9% WACC Cost of Equity 12.7% 15.8% Cost of Debt (After Tax) 4.9% 4.9% Debt / Capitalization (Market) 32.0% 32.0% Weighted Average Cost of Capital 10.2% 11.3% 12.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 34Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 12.9% 0.97 0.88 1 Disney 2 CBS 30.9% 0.76 0.57 Equity Market Risk Premium (1) 6.0% 7.1% 51.2% 1.23 0.69 3 Discovery Asset Beta (2) 0.52 0.77 46.9% 0.87 0.53 4 Viacom Debt / Capitalization (Market) 32.0% 32.0% 13.8% 0.94 0.84 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 6 AMC 46.1% 0.78 0.48 Adjusted Equity Market Risk Premium 4.2% 7.4% Independent Content Production & Distribution 33.1% 1.35 0.99 7 Lionsgate Size Premium (3) 5.4% 5.4% 24.0% 0.74 0.60 8 Entertainment One Cost of Equity 12.7% 15.8% 9 Eros 24.4% 0.88 0.71 67.1% 0.19 0.07 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.6% 6.6% Median 32.0% 0.64 Effective Marginal Tax Rate 26.0% 26.0% Average 35.0% 0.64 Cost of Debt (After tax) 4.9% 4.9% WACC Cost of Equity 12.7% 15.8% Cost of Debt (After Tax) 4.9% 4.9% Debt / Capitalization (Market) 32.0% 32.0% Weighted Average Cost of Capital 10.2% 11.3% 12.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 34

Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.1% 16.3% 18.6% UMC 18.1 28% 19.8% 22.1% 24.3% Wholesale + IP 15.8 24% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $65.6 100% 14.8% 16.7% 18.6% Adjusted Case Acorn TV $30.6 62% 14.1% 16.3% 18.6% UMC 5.8 12% 19.8% 22.1% 24.3% Wholesale + IP 12.8 26% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $49.2 100% 13.8% 15.7% 17.6% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 35Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.1% 16.3% 18.6% UMC 18.1 28% 19.8% 22.1% 24.3% Wholesale + IP 15.8 24% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $65.6 100% 14.8% 16.7% 18.6% Adjusted Case Acorn TV $30.6 62% 14.1% 16.3% 18.6% UMC 5.8 12% 19.8% 22.1% 24.3% Wholesale + IP 12.8 26% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $49.2 100% 13.8% 15.7% 17.6% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 35

Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.5 $15.2 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.2) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.55 @ 16.8% WACC: 0.52 @ 18.5% WACC: 0.50 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 36Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.5 $15.2 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.2) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.55 @ 16.8% WACC: 0.52 @ 18.5% WACC: 0.50 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 36

Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.54 @ 15.8% WACC: 0.51 @ 17.5% WACC: 0.49 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 37Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.54 @ 15.8% WACC: 0.51 @ 17.5% WACC: 0.49 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 37