13D Filing: Viex Capital Advisors, LLC and Yume Inc (YUME)

(c)

VSO GP II has not entered into any transactions in the Shares during the past sixty days.

F.

VIEX Capital

(a)

VIEX Capital, as the investment manager of Series One, Series Two and VSO II, may be deemed the beneficial owner of the (i) 2,591,733 Shares owned by Series One, (ii) 561,269 Shares owned by Series Two and (iii) 2,339,594 Shares owned by VSO II.

Percentage: Approximately
15.9%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,492,596 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,492,596

(c)

VIEX Capital has not entered into any transactions in the Shares during the past sixty days.

G.

Eric Singer

(a)

As of the close of business on September 6, 2017, Mr. Singer directly owned 15,473 Shares. Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 2,591,733 Shares owned by Series One, (ii) 561,269 Shares owned by Series Two and (iii) 2,339,594 Shares owned by VSO II.

Percentage: Approximately
15.9%

(b)

1. Sole power to vote or direct vote: 15,473 2. Shared power to vote or direct vote: 5,492,596 3. Sole power to dispose or direct the disposition: 15,473 4. Shared power to dispose or direct the disposition: 5,492,596

(c)

Mr. Singer has not entered into any transactions in the Shares during the past sixty days.

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby
amended to add the following:

On September 4, 2017,
the Issuer entered into the Merger Agreement with RhythmOne, Purchaser and Merger Sub II described in Item 4 above and referenced
as Exhibit 99.1 hereto.

On September 4, 2017,
the Reporting Persons, together with certain other directors, officers and stockholders of the Issuer, in their capacity as stockholders
of the Issuer, entered into the Support Agreement with RhythmOne, Purchaser and Merger Sub II described in Item 4 above and referenced
as Exhibit 99.2 hereto.