BRIGHTCOVE INC (BCOV) IPO

We estimate that the net proceeds to us from the sale of our shares of common 
stock in this offering will be approximately $47.4 million, based on the 
initial public offering price of $11.00 per share, and after deducting 
underwriting discounts and commissions and estimated offering expenses, or 
$40.4 million after the repayment of our outstanding indebtedness. If the 
underwriters’ over-allotment option to purchase additional shares in this 
offering is exercised in full, we estimate that our net proceeds will be 
approximately $55.0 million, after deducting underwriting discounts and 
commissions and estimated offering expenses payable by us, or $48.0 million 
after the repayment of our outstanding indebtedness. 

The principal reasons for this offering are to obtain additional capital, to 
create a public market for our common stock and to facilitate our future access
to public equity markets. We currently estimate that of the net proceeds we 
receive from this offering we will spend approximately $7.0 million to repay 
the outstanding principal under our credit facility with Silicon Valley Bank. 
Our credit facility with Silicon Valley Bank consists of an asset based line of
credit with a maturity date of March 31, 2013, which accrues interest at the 
prime rate plus 1.5%, and a term loan line of credit that has a maturity date 
of 48 months from the date a term advance is made and which accrues interest at
the prime rate plus 7%. We have used our credit facility for general working 
capital purposes and to secure a $2.4 million letter of credit for the lease of
our corporate headquarters. 

We anticipate that we will use the remaining net proceeds we receive from this 
offering, including any net proceeds we receive from the exercise of the 
underwriters’ over-allotment option, for working capital and other general 
corporate purposes, funding of our marketing activities and the costs of 
operating as a public company and further investment in the development of our 
proprietary technologies. We may use a portion of the net proceeds for the 
acquisition of businesses, products and technologies that we believe are 
complementary to our own, although we have no agreements or understandings with
respect to any acquisition at this time. We have not allocated any specific 
portion of the remaining net proceeds to any particular purpose, and our 
management will have the discretion to allocate the proceeds as it determines. 
Pending these uses, we intend to invest the net proceeds to us from the 
offering in a variety of capital preservation investments, including 
short-term, investment-grade and interest-bearing instruments.

We compete with video-sharing sites such as YouTube, in-house solutions and 
other online video platforms. Some of our actual and potential competitors may 
enjoy competitive advantages over us, such as larger marketing budgets, as well
as greater financial, technical and other resources. The overall market for 
cloud-based solutions for publishing and distributing professional digital 
media is fragmented, rapidly evolving and highly competitive. 

We expect that the competitive landscape will change as our market consolidates
and matures. We believe the principal competitive factors in our industry 
include the following: 

   •     total cost of ownership; 

   •     breadth and depth of product functionality; 

   •     ability to innovate and respond to customer needs rapidly; 

   •     level of resources and investment in sales, marketing, product and 
         technology; 
 
   •     ease of deployment and use of solutions; 
 
   •     level of integration into existing workflows, configurability, 
         scalability and reliability; 

   •     customer service; 

   •     brand awareness and reputation; 

   •     ability to integrate with third-party applications and technologies; 

   •     size and scale of provider; and 

   •     size of customer base and level of user adoption. 

The mix of factors relevant in any given situation varies with regard to each 
prospective customer. We believe we compete favorably with respect to all of 
these factors. 

Some of our competitors have made or may make acquisitions or enter into 
partnerships or other strategic relationships to offer a more comprehensive 
service than we do. These combinations may make it more difficult for us to 
compete effectively, including on the basis of price, sales and marketing 
programs, technology or service functionality. We expect these trends to 
continue as organizations attempt to strengthen or maintain their market 
positions.