Magnite Investor Presentation — May 2017

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FINANCIAL HIGHLIGHTS

MAY 3, 20172SAFE HARBOR

Forward -Looking Statements

These materials include forward -looking statements concerning or implying growth trends or expectations. Forward -looking stateme nts are not guarantees of future performance; they

reflect our current views with respect to future events and are based on assumptions and estimates and subject to known and u nknown risks, uncertainties and other factors that may

cause our actual results, performance or achievements to be materially different from expectations or results projected or im plied by forward -looking statements. These risks include

our ability to grow and to manage our growth effectively; our ability to develop innovative new technologies and remain a mar ketleader; our ability to attract and retain buyers and

sellers and increase our business with them; our vulnerability to loss of, or reduction in spending by, buyers; our ability t o maintain a supply of advertising inventory from sellers; the

effect on the advertising market and our business from difficult economic conditions; the freedom of buyers and sellers to di rect their spending and inventory to competing sources of

inventory and demand; our ability to use our solution to purchase and sell higher value advertising and to expand the use of oursolution by buyers and sellers utilizing evolving digital

media platforms; our ability to introduce new offerings and bring them to market in a timely manner in response to client dem ands and industry trends, including shifts in digital

advertising growth from display to mobile channels; the increased prevalence of header bidding and its effect on our competitive position; uncertainty of our estimates and

expectations associated with new offerings, including header bidding, private marketplace, mobile, video, Orders , automated guaranteed, and guaranteed audience solutions;

declining fees and take rate, including as a result of implementation of alternative pricing models, and the need to grow through adver tising spend increases rather than fee increases;

our limited operating history and history of losses; our ability to expand into new geographic markets; our ability to adapt effectively to shifts in digital advertising to mobile and video

channels and formats; increased prevalence of ad blocking technologies; the slowing growth rate of online digital desktop advertising; the growing percentage of online and mobile

advertising spend captured by owned and operated sites (such as Facebook and Google); the effects of increased competition in our market and increasing concentration of

Advertising Spend, including mobile spending, in a small number of very large competitors; acts of competitors and other thir d parties that can adversely affect our business; our ability