- Venture capital fundraising and investments reached record levels in 2015, with more money coming from non-traditional investors. However, public tech valuations have dropped and private valuations are correcting from unsustainable highs. - Most venture capitalists expect valuations to decline further in 2016 and are advising portfolio companies to cut costs. Fewer IPO and acquisition exits also have VCs taking a more cautious approach to new investments. - Limited partner investors in venture funds remain concerned about high investment pacing, valuations, and company burn rates. However, most will maintain rather than decrease their commitments to venture capital over the next three years.

1. Venture Capital 2016 - Some Upfront Views
1
Mark Suster
@msuster

2. There is Some Stuff We All Know
We all know the funding markets for venture-backed
startups have been strong for 7 straight years
2

3. LP contributions to the VC industry are back to pre-recession levels
and anecdotally 2016 seems likely to increase further
3
US VC fundraising activity
0
75
150
225
300
$0
$15
$30
$45
$60
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Capital raised ($B)
# of funds closed
235
271
209
218
192
176
162
214
235236233
$28
$31
$18
$20$19
$13
$16
$25
$30$31$30
233 236 235
214
162
176
192
218
209
271
235
Source: Dow Jones VentureSource; Upfront analysis.

4. With more money (and new non VC entrants) venture financings have
obviously increased. 2015 was an enormous year (2x pre recession)
4
US VC financing activity
0
2,500
5,000
7,500
10,000
$0
$25
$50
$75
$100
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Capital invested ($B)
# of rounds closed
8,097
9,381
8,563
7,572
6,428
5,193
4,3164,533
4,119
3,145
2,574
$77
$68
$44
$40$42
$30
$26
$36$35
$28
$23
2,574
3,145
4,119
4,533 4,316
5,193
6,428
7,572
8,563
9,381
8,097
Source: PitchBook 2015 Annual U.S. Venture Industry Report; Upfront analysis.

5. And what's interesting is that if you look at the spread between dollars raised by VCs
and dollars invested, you see the huge shift from a decade ago of non-VC capital
5 Source: Upfront analysis.
US VC fundraising vs financing (2006-07, $B)
0
35
70
105
140
175
Funds raised by VCs Funds invested by VCs
6361
1x
US VC fundraising vs financing (2014-15, $B)
0
35
70
105
140
175
Funds raised by VCs Funds invested by VCs
145
59
2.5x

6. Angel & Seed deals have grown fastest but dollars have scaled massively into
a smaller number of later-stage deals (doubling in just 2 years)
6 Source: PitchBook 2015 Annual U.S. Venture Industry Report; Upfront analysis.
US VC # of rounds closed by stage US VC capital invested ($B) by stage
0
10
20
30
40
50
2010 2011 2012 2013 2014 2015
0
1,000
2,000
3,000
4,000
5,000
2010 2011 2012 2013 2014 2015
Early
Stage
CAGR
21%
36%
16%
CAGR
1%
22%
3%
Angel/
Seed
Late
Stage
Early
Stage
Late
Stage
Angel/
Seed

7. And the dollars into late-stage deals has largely been driven by non-
traditional VCs entering the market (up 50% in the last 3 years)
7 Source: CBInsights, VC-backed $20M+ rounds; non-VC defined as Asset Mgmt, Corporate/Corporate VC, Family Office, Hedge & Mutual Funds; Upfront analysis.
Non-VC participation in US $20 million-plus rounds
0%
15%
30%
45%
60%
2012 2013 2014 2015
55%
47%47%
37%
CAGR
’12-’15
15%

8. M&A pace hasn’t matched the increases in funding pace so VC mark-ups
have been good but cash distributions less so
8
US VC-backed M&A activity
300
375
450
525
600
$0
$38
$75
$113
$150
2011 2012 2013 2014 2015
Amount Paid ($B)
Number of M&As
473
510
470
462
542
$54
$81
$42$43$47
542
462
470
510
473
Source: Dow Jones VentureSource Venture Capital Report 4Q’15; Upfront analysis.

9. IPO exits are down 32% in volume and 38% in value
9
US VC-backed IPO activity
0
30
60
90
120
$0
$4
$8
$11
$15
2011 2012 2013 2014 2015
Raised ($B) through IPO
Number of IPOs
66
107
73
50
46
$6
$9
$8
$11
$5
46
50
73
107
66
Source: Dow Jones VentureSource Venture Capital Report 4Q’15; Upfront analysis.
50

10. But there are other truths that people have only
recently begun to speak about
10

11. 11
Public Tech Markets are obviously off dramatically in the past three months
beginning the question of what this means for private valuations
NASDAQ
LinkedIn
Apple
Twitter
(9%)
(18%)
(19%)
(41%)
Source: 3-month valuations November 02, 2015 to January 29, 2016; Upfront analysis.

12. Private market valuations had risen beyond what some believe are sustainable (up 3x in 2 years).
Q4 saw massive correction (we asked VCs if they thought it was an anomaly or a trend).
12
US VC-backed financing median pre-money valuation ($M)
$0
$20
$40
$60
$80
1Q'13 2Q'13 3Q'13 4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15
$28
$68
$53
$60
$58
$37
$51
$22$21
$19
$24
$17
Source: Dow Jones VentureSource Venture Capital Report 4Q’15; Upfront analysis.

13. More than 90% of respondents in the Upfront VC Survey expected valuations to go
down in 2016 with a full 1/3rd of investors expecting significant price corrections
13
Do you expect valuations to go up, down or remain about the same as
previous quarters?
0%
25%
50%
75%
100%
Q4'15 1H'16 Proj
30%
5%
61%
61%
8%
28%
6% Increase
About the same
Marginally down
Significantly down
Source: Upfront Survey Jan 2016, 156 VCs for Q4’15, 158 VCs for 1H’16; Upfront analysis.

14. This is coupled with a very visible recalibration of valuations of the pre-IPO
mutual fund cohort at places like Fidelity
14
Fidelity’s holdings: % valuation change since purchase
Blue Bottle
MongoDB Series F
Taboola.com Series E
Turn Inc.
Zenefits Series C
Dataminr Series D
Dropbox Series C
Snapchat Series F
0% 25% 50% 75% 100%
Source: Fortune; Blue Bottle, Dropbox, Snapchat and Benefits data as 11/30/2015, rest as of 9/30/2015; Upfront analysis.
0% -25% -50% -75% -100%
-61%
-54%
-45%
-44%
-35%
-29%
-15%
-47%

15. 15
This has swung sentiment for many experienced VC firms firmly toward
controlling burn over rapid growth

16. This was clearly borne out in the Upfront VC Survey where 62% of firms are
advising companies to cut costs / burn as markets tighten
16
4%
35%
62%
Source: Upfront Survey Jan 2016, 156 VCs.
Which statement best describes the spending behavior at most
of the companies in which you are on the board or observe?
Generally cutting costs expecting
markets to tighten
Don’t see much change from a year ago
Generally not too worried about burn rates
100%

17. 17
“Winter is
Coming”
message
received by
portfolio
companies

18. 18
“Winter is
Coming”
message
received by
portfolio
companies

19. And with fewer VC exits many partners are more overloaded with boards and
financings and feel less pressure to do new deals quickly. FOMO is on the decline.
19
Average number of board / observer seats
0
2
4
6
8
10
Years of investment experience
0-3 years 3-6 years 6-10 years 10-15 years 15+ years
8
7
5
4
3
Source: Upfront Investor Survey, sample size of 76 early to late stage VCs, excluding angel/seed and corporate VCs; Upfront analysis.

20. There is a clear feeling that fund raising cycles are taking longer and 77% felt
this pace is likely to slow down even further in 2016
20
Do you expect deals to take longer in the process than previous funding
quarters, the same or shorter?
0%
25%
50%
75%
100%
Q4'15 1H'16 Proj
77%45%
22%
51%
1%4% Shorter than normal
About the same as normal
Getting longer
Source: Upfront Survey Jan 2016, 159 VCs for Q4’15 and 158 VCs for 1H’16.

21. 50% of respondents indicate they may slow down their pace, 35% thought it
would be the same pace as 2015 and only 16% expect 2016 to be robust
21
1%4%
43%
35%
16%
Source: Upfront Survey Jan 2016, 158 VCs.
How would you generally describe your investment
mindset heading into 2016?
“Seeing tons of great deal flow and expect this to be
a solid year”
“Unless a deal is amazing I’m likely to slow my pace a bit”
“I don’t feel compelled to do deals”
“2016 about the same pace as my last
several years”
“I’d rather fund when the dust settles

22. With the sentiment of the markets it’s no surprise that a full 82% of VCs
expressed caution or concern going into 2016
22
2%
30%
50%
9%
9%
Source: Upfront Survey Jan 2016, 155 VCs.
Hugely bullish
I’m very concerned
Things are bad & getting worse
Generally cautious
Generally optimistic
Which of the following statements best describes
your mood heading into 2016
100%

23. And how does the growth in funding, valuations and
anxiety play in the minds of LPs who fund the VC
industry ultimately?
23

24. The good news is that only 7% of LPs believe they will cut back on venture
programs with 26% of funds looking to increase exposure
24
4%
22%
67%
7%
Source: Upfront Survey Jan 2016, 73 LPs.
How would you describe your fund’s current
allocation to VC?
About the right allocation
Aggressively growing venture Too much allocated to venture
Trying to grow our venture program

25. But LPs expressed caution, too. Nearly 75% of LPs have concerns about
investment pace, valuation levels and burn rates of underlying companies.
25
6%
68%
26%
Source: Upfront Survey Jan 2016, 72 LPs.
How would you describe your fund’s outlook on your
existing (VC) managers activities?
Very happy with investment activities of
our existing managers
Deeply concerned about the market behavior
A bit concerned by pace, valuation
creep and burn rates
100%

26. 61% of LPs believe that VCs are coming back to market to raise money at too
quick of a pace - a reflection of anxieties of the over-funding of portfolios
26
61% 15%
24%
Source: Upfront Survey Jan 2016, 72 LPs.
How would you describe your fund’s outlook in your
existing (VC) managers funding (and fund raising) pace?
Managers come back at a normal
cadence and it hasn’t changed much
Managers have been coming back more quickly
than in the past and we’re fine with this
Managers have been coming back more
quickly than in the past and it concerns us
100%

27. But a full 82% of LPs are likely to maintain their existing investment pace
27
10%
82%
8%
Source: Upfront Survey Jan 2016, 73 LPs.
How would you describe your likely investment pace
in venture over the next 3 years?
We’re likely to increase our investment pace
We’re likely to keep the same investment pace
We’re likely to slow down our investment pace
100%

28. While the market for Seed Funds grew enormously in the past 7 years, many
LPs still express some concerns about capacity and market crowding
28
23%
66%
11%
Source: Upfront Survey Jan 2016, 70 LPs.
What is your fund’s outlook on the seed market?
Seed delivers the highest potential returns and we’ll
continue to invest heavilyThere are too many seed funds and we’re worried they
won’t have enough capacity
We fund seed VCs but we’re very
discerning on which ones we’ll fund

29. Also it’s not too surprising that LPs are most cautious about growth stage
funds - in particular concerns about late-stage valuations
29
68%
32%
Source: Upfront Survey Jan 2016, 71 LPs.
What is your fund’s outlook on later stage venture
capital / growth equity?
We like growth stage but want a healthy balance of
seed, A/B and growth
We’re worried that the growth stage is
the most over-valued part of the market
100%

30. What to make of all of the uncertainty and potential
change in the VC markets?
30

31. 31
Expect loss ratios to go up. But ultimately the creative destruction
of these storms can be good. New startup cohorts will sprout where
others get cleared out.

32. 32
A slowing pace should be
healthy for startups and for
VC returns. We believe the
next 3 years will value
patience over speed at all
costs.

33. 33
And despite market concerns in the short-term, as an asset class we see so
many industries ripe for innovation and disruption
Aerial & Space-techVR & ARTransportation Computational Biology Food & Agriculture

34. Venture Capital 2016
Thank You.
34
Mark Suster
@msuster

35. 159 VCs surveyed
35
Fund type
0
20
40
60
Angel Seed VC (Early) VC (Mid) VC (Late) PE Corp (blank)
11
96
19
47
60
7
Source: Upfront Survey Jan 2016.
Fund size ($ million)
0
20
40
60
$1-20 $20-100 $300-999 $100-300 $1000+ Evergreen Personal
779
2833
47
19
Survey respondent geography
0
40
80
Norcal SoCal NE US Other US ROW (blank)
178
24
31
79
Position
0
47
93
140
Partner / MD Analyst to Principal Sole proprietor/personal investor
79
134
How long has your firm existed (years)
0
35
70
0-3 3-10 10-20 20+
22
36
61
31
Personal investment experience (years)
0
40
80
0-3 3-6 6-10 10-15 15+
41
23
43
30
13

36. 73 LPs surveyed, part 1
36
Fund type
0
10
20
30
9
445
23
28
Fund size
0
10
20
$0-250M $250-750M $750M-1.5B $1.5-5B $5-10B $10B+ Blank
4
16
7
18
3
11
14
Which of the following best describes your focus on VC?
0
25
50
Only VC Mostly VC Very diverse Not much VC
2
42
10
19
Foundation or
Endowment
Fund of
Funds
Family
Office
Discretionary
Advisor
Insurance
Company
Other
Survey respondent geography
0
15
30
NorCal SoCal NE US Other US ROW Blank
2
4
28
11
6
22
Source: Upfront Survey Jan 2016.

37. 73 LPs surveyed, part 2
37
Position
0
20
40
60
Partner / MD Analyst to Principal Blank
1
18
54
How long has your firm been investing in VC (years)
0
20
40
0-3 3-10 10-20 20+
1
23
30
16
3
How long has your firm existed (years)
0
20
40
0-3 3-10 10-20 20+
38
1614
5
Personal investment experience (years)
0
20
40
0-3 3-6 6-10 10-15 15+
27
23
15
44
Haven’t invested
much in VC
Source: Upfront Survey Jan 2016.