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SaaS & Cloud M&A and Valuation Update Q1 2013

BOSTON  CHICAGO  LONDON  LOS ANGELES  PHILADELPHIA  SAN DIEGO  SILICON VALLEY

Capstone Partners 1 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.1 BUILT FOR THE MIDDLE MARKET.TM Table of Contents

Section Page Introduction  Research Coverage: SaaS & Cloud 4  Key Takeaways 5-6 M&A Activity & Multiples  M&A Dollar Volume 8  M&A Transaction Volume 9-11  LTM Revenue Multiples 12-13  Notable M&A Transactions 14  Most Active Buyers 15-16 Public Company Valuation & Operating Metrics  SaaS & Cloud 85 Public Company Universe 18-19  Recent IPOs 20  Stock Price Performance 21  LTM Revenue, EBITDA & P/E Multiples 22-24  Revenue, EBITDA and EPS Growth 25-27  Margin Analysis 28-29  Best / Worst Performers 30-31

Notable Transaction Profiles 32-44

Public Company Trading & Operating Metrics 45-49

Technology & Telecom Team 50-52

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Observations and Introduction Recommendations

Capstone Partners 3 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.3 BUILT FOR THE MIDDLE MARKET.TM Research Coverage: SaaS & Cloud

 Capstone’s Technology & Telecom Group focuses its research efforts on the following market segments:

Enterprise SaaS & Mobile & Wireless Consumer Internet Cloud

 Analytics / Business Intelligence  Cloud & IT Infrastructure  Cloud Computing / Storage  Communication & Collaboration  Content Creation & Management  Content Delivery Services E-Commerce Consumer, IT &  CRM & Customer Service Telecom Hardware  ERP, Supply Chain & Commerce  Finance & Administration  Human Resources  Licensed Software Leaders  Marketing & Advertising  Vertical Markets

Capstone Partners 4 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 4 Key Takeaways – M&A Activity & Multiples

 M&A Dollar Volume in the Enterprise SaaS & Cloud market has surged from $8.6B in 2008 to $33.7B LTM  M&A Dollar Volume weakened LTM vs. 2012 as fewer large deals were closed in Q1 2013 than the prior year quarter  M&A Transaction Volume has increased from 273 transactions in 2008 to 565 transactions LTM  Transaction Volume weakened slightly for LTM versus 2012 due to a slow down in Q1 2013  Cloud & IT Management and Vertical Market segments accounted for nearly half of the deal volume  The Q1 drop off in M&A Activity was expected following the push to close deals in 2012 for tax considerations  The Median LTM Revenue Multiple paid for private company targets has come down from the 2010 high of 4.0x but remains healthy at 3.5x  Hot companies and sectors can see double digit multiple exits but those are the exception with most companies being acquired at much more reasonable multiples  The Median LTM Revenue Multiple paid for public company targets above $100M fell to 2.7x from a 2010 high of 4.4x  Fewer high growth, pure-play public SaaS companies were acquired in the last twelve months than in 2010 and 2011  Notable M&A transactions in Q1  Fiserv / Open Solutions ($1.0B)  AthenaHealth / Epocrates ($294M)  ACI Worldwide / Online Resources ($272M)  Allscripts / dbMotion ($235M)  VMware / Virsto ($200M)  Opera / Skyfire ($155M)  Pattington / FFastFill ($126M)  Tripwire / nCircle ($125M)  Google / Channel Intelligence ($125M)  FIS / mFoundry ($120M)  Genesys / Angel.com ($110M)  / Bluefin ($90M)

 The most active buyers include Oracle, Google, IBM, VMware, Cisco, Citrix, Salesforce & Dell  Capstone expects M&A activity to remain robust in the Enterprise SaaS & Cloud market for the remainder of 2013 with revenue multiples remaining relatively stable

Capstone Partners 5 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 5 Key Takeaways – Public Company Metrics

 Marin Software went public in Q1 and has been added to the SaaS & Cloud 85 Universe  The stock finished Q1 17% above its IPO price resulting in a solid LTM revenue multiple of approximately 8x  Median SaaS & Cloud 85 stock appreciation has consistently outperformed NASDAQ and was up 10.1% in Q1  The ERP, Supply Chain & Commerce segment led the way with a median gain of 27.7% in Q1while Licensed Software Leaders gained only 3.6%  Median LTM Revenue Multiple of 4.3x marks a return to 5 year highs as the stock market continues to recover  Medians range from a high of 7.4x for ERP, Supply Chain & Commerce to a low of 2.5 for Cloud Computing / Storage  The two fastest growing companies, Workday and ServiceNow, trade at 34.6x and 18.3x revenue, respectively  Median LTM EBITDA multiples have been expanding gradually and currently stand at 13.5x  Most segments trade above 12x EBITDA with ERP, Supply Chain & Commerce, CRM & Customer Service and Finance & Administration trading at over 30x  Median LTM P/E multiples continue to climb, reaching 25.1x and approaching 5 year highs  Nearly all segments trade at a median P/E above 20x  SaaS & Cloud 85 posted median revenue growth of 19.1% for LTM which is expected to slow to 17.4% for NTM  Human Resources segment is expected to grow the fastest at a median rate of 37.1% while the Licensed Software Leaders are expected to grow at a median rate of only 6.2%  SaaS & Cloud 85 posted median EBITDA growth of 15.5% for LTM with similar growth projected for NTM  Median gross margins have remained steady at 69% since the economic recovery began  Cloud & IT Infrastructure segment leads with 85% gross margins while Cloud Computing / Storage lags at 61%  Median EBITDA margins have slipped slightly to 21.4% as companies are reinvesting in growth  EBITDA margins vary widely from 40+% for mature companies to -30% for emerging companies focused on growth

Capstone Partners 6 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 6 Capstone Partners Investment Banking Advisors

M&AObservations Activity & and MultiplesRecommendations

Capstone Partners 7 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.7 BUILT FOR THE MIDDLE MARKET.TM LTM M&A Dollar Volume

 M&A dollar volume has recovered from 2008 - 2009 lows, reaching $39B in ‘12 and $33.7B LTM  Weaker LTM numbers reflect a drop in large transactions with just $2B in dollar volume from deals over $200M for Q1’13 compared to $7.9B for Q1’12  However, dollar volume for deals under $200M has improved nearly 50% in Q1 ‘13 versus the prior year quarter, jumping to $1.8B from $1.25B

Capstone Partners 8 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 8 LTM M&A Transaction Volume by Segment

 Transaction volume has also risen steadily, more than doubling from 273 deals in 2008 to 565 deals LTM  The slight drop for LTM vs. 2012 is not surprising given the push to get deals done in 2012 for tax considerations  Vertical Market solutions and Cloud & IT Infrastructure constitute nearly half of all transactions

Capstone Partners 9 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 9 LTM M&A Transaction Volume by Deal Size – Private Targets

 Private company deal volume jumped significantly in 2012 and remains strong in Q1’13, though down slightly from prior year numbers  As previously stated, the Q1 slowdown is not surprising following the 2012 year end rush

Capstone Partners 10 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 10 LTM M&A Transaction Volume by Deal Size – Public Targets

 Public transaction volume for 2011 to current is 50% higher than it was in 2008 with deals skewing towards larger dollar values  $1B+ transaction activity has been strong for 2010 to current  Deals over $250M represent half of the public deal volume since the start of 2011 with nearly 25% of deals over $1B

Capstone Partners 11 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 11 Median LTM Revenue Multiples – Private Targets

 The Median LTM Revenue Multiple paid for private company targets has come down from the 2010 high of 4.0x but remains healthy at 3.5x  Hot companies and sectors can see double digit multiple exits but those are the exception with most companies being acquired at much more reasonable multiples

Capstone Partners 12 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 12 Median LTM Revenue Multiples – Public Targets

 The Median LTM Revenue Multiple paid for public company targets above $100M fell to 2.7x from a 2010 high of 4.4x  Fewer high growth, pure-play public SaaS companies were acquired in the last twelve months than in 2010 and 2011  With less than 25 public company target data points in a given year, the median multiple tends to be quite volatile and is not necessarily indicative of M&A valuations in the broader market

Capstone Partners 13 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 13 Notable M&A Transactions

Announce LTM Rev Mult on $ Premium to Date Buyer Target Segment Target Description Deal Value Multiple Invested 1 Mo Prior Vertical Market - Offers financial institution management software globally 1/14/13 Financial Services & providing CRM, BI, accounting, document management and $1,015M 2.5x 0.8x N/A Insurance payment processing. Provides a mobile medical reference content application for use Vertical Market - by physicians on iPhone, iPad, Android, BlackBerry, Windows 1/7/13 Healthcare $294M 2.6x N/A 24.6% Mobile and Palm mobile devices. Provides web-based transaction processing and marketing ERP, Supply Chain & software for financial institutions, creditors and billers. 1/31/13 Commerce $272M 1.5x N/A 69.6% Provides web-based electronic health records to healthcare Vertical Market - organizations globally. 3/5/13 Healthcare $235M N/A 4.1x N/A

Provides storage virtualization capacity and performance Cloud Enablement management software for use in enterprise virtual servers and 2/6/13 Software $200M N/A 8.3x N/A desktop environments. Provides flash-compatible mobile video traffic optimization Content Delivery software for use with mobile platforms. Software helps shrinks file 2/15/13 Services $155M* 35.9x N/A N/A sizes and speeds up video delivery to mobile devices. Vertical Market - Designs and delivers web-based electronic trade execution, 2/15/13 Financial Services & ordering, clearing and risk management software for the $126M 4.8x N/A 41.6% Insurance electronic trading community. Provides network security vulnerability assessment and Vertical Market – compliance auditing solutions. 3/11/13 Legal / Compliance $125M 3.3x 2.3x N/A

Provides web-based e-commerce software that enables 2/16/13 businesses to refer online shoppers to third-party retail websites $125M 4.5x N/A N/A for lead generation purposes. Vertical Market - Provides a mobile financial services platform that enables 1/31/13 Financial Services & banking, payments, commerce transactions, wallets and e- $120M N/A 3.0x N/A Insurance commerce through mobile phones. Offers cloud-based customer experience management solutions CRM & Customer for businesses, government agencies and educational 2/25/13 Service $110M 3.8x N/A N/A institutions. A social TV analytics company, provides Analytics / Business commentary analytics SaaS to advertisers, advertising 2/5/13 Intelligence $90M N/A 4.4x N/A agencies and TV networks and operators. *Deal Value includes a $105 million earn-out

Capstone Partners 14 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 14 Most Active SaaS/Cloud Buyers – Last 2 Years

# of Deals SaaS/Cloud Transactions Company SaaS/Cloud Total Date Company Value Date Company Value 3/13/13 Nimbula N/A 6/5/12 Collective Intellect N/A 12/19/12 Eloqua $956M 5/23/12 Vitrue $325M 11/8/12 Instantis N/A 3/29/12 ClearTrial N/A 14 23 9/17/12 SelectMinds N/A 2/8/12 Taleo $1.9B 7/29/12 Xsigo Systems $220M 10/23/11 Rightnow Technologies $1.8B 7/19/12 Skire N/A 10/18/11 Endeca Technologies $1.1B 7/10/12 Involver N/A 6/21/11 FatWire Corporation $160M 3/15/13 Talaria Technologies N/A 6/4/12 Meebo $100M 2/6/13 Channel Intelligence $125M 10/7/11 SocialGrapple N/A 11/28/12 Incentive Targeting N/A 6/18/11 SageTV N/A 11 42 9/7/12 VirusTotal N/A 6/13/11 Admeld $400M 7/31/12 Wildfire Interactive $250M 6/3/11 PostRank N/A 6/5/12 Quickoffice N/A 2/1/13 Star Analytics N/A 4/13/12 Varicent Software $172M 12/19/12 StoredIQ N/A 12/7/11 DemandTec $486M 9/24/12 Butterfly Software N/A 10/11/11 Platform Computing $300M 11 19 8/25/12 $1.4B 10/4/11 Q1 Labs $575M 5/2/12 TeaLeaf Technology $500M 8/31/11 i2 Limited N/A 4/25/12 Vivisimo N/A 2/6/13 Virsto Software $200M 6/13/11 Digital Fuel Technologies $85M 7/31/12 Pattern Insight N/A 5/31/11 Event Robot N/A 7/21/12 Nicira Networks $1.3B 5/16/11 Shavlik Technologies $100M 11 12 6/27/12 DynamicOps $125M 4/26/11 SlideRocket $35M 5/22/12 Wanova $90M 4/4/11 Mozy $8M 4/24/12 Cetas Software N/A

1/29/13 Cognitive Security N/A 5/3/12 Truviso $20M 11/18/12 Meraki $1.2B 3/25/12 ClearAccess N/A 91711/15/12 Cloupia $125M 10/19/11 BNI Video $99M 10/4/12 vCider N/A 8/19/11 TaskDock N/A 7/13/12 Virtuata $18M

Capstone Partners 15 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 15 Most Active SaaS/Cloud Buyers – Last 2 Years (Continued)

# of Deals SaaS/Cloud Transactions Company SaaS/Cloud Total Date Company Value Date Company Value

12/5/12 Zenprise $327M 10/13/11 novel labs $56M 8/9/12 Knowlity N/A 8/10/11 RingCube Technologies $32M 811 5/2/12 Virtual Computer N/A 6/22/11 Cloud.com $164M 4/11/12 N/A 5/23/11 Kaviza $20M

2/6/13 EntropySoft N/A 5/1/12 Stypi N/A 7/9/12 GoInstant $70M 12/13/11 2Catalyze $50M 811 6/25/12 Thinkfuse $689M 9/20/11 Assistly $55M 5/31/12 Buddy Media $745M 8/26/11 Navajo Systems $30M

1/15/13 Navigis N/A 7/3/11 WaveAdept N/A 5812/20/12 CloudTrigger N/A 5/27/11 Omnetic N/A 3/5/12 GlobalOne Group N/A

11/16/12 Gale Technologies N/A 3/13/12 SonicWALL $1.25B 5186/25/12 Quest Software $2.7B 2/24/12 AppAssure Software $225M 4/2/12 Wyse Technology $1.1B

3/21/13 Data Lock $0.5M 10/26/11 C3 Computers N/A 5123/18/13 MetroFax N/A 7/11/11 DataHaven N/A 1/23/12 Offsite Backup Solutions N/A

Capstone Partners 16 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 16 Capstone Partners Investment Banking Advisors

Public Company Observations and Valuation & Recommendations Operating Metrics

Capstone Partners 17 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.17 BUILT FOR THE MIDDLE MARKET.TM Enterprise SaaS & Cloud 85 Public Company Universe – Part 1

Analytics / Business Intelligence

Cloud & IT Infrastructure

Cloud Computing / Storage

Communication & Collaboration

Content Creation & Management

Content Delivery Services

CRM & Customer Service

Capstone Partners 18 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 18 Enterprise SaaS & Cloud 85 Public Company Universe – Part 2

ERP, Supply Chain & Commerce

Finance & Administration

Human Resources

Licensed Software Leaders

Marketing & Advertising

Vertical Markets

Capstone Partners 19 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 19 Recent IPOs

Business Description Marin Software operates a cloud-based digital advertising management platform. Its Revenue Acquisition IPO Details Management platform offers integrated digital advertising management solutions for search, display, social media Offering Date: 3/21/13 Market Cap: $432.8M and mobile advertising. Offering Price: $14.00 Offering Size: $105.0M Original Range: $11.00-$13.00 % of Company: 24.3% Stock Performance thru End of Q1’13 IPO Performance Open: $19.00 3/31 $/: $16.43 % Change to Offer: +35.7% % Change to Offer: +17.4% Close: $16.26 % Change to Open: -13.5% % Change to Offer: +16.1% % Change to Open: -14.4%

Financial Metrics LTM Revenue: $59.6M LTM Rev Growth: 64.9% LTM EBITDA: $(22.6M) Gross Margin: 58.4% LTM Net Income: $(26.5M) EBITDA Margin: (37.9)%

Investors $79.5M in venture capital from Amicus Capital; Benchmark Capital; CrossLink Capital; DAG Ventures; Focus Ventures; SAP Ventures; Temasek Holdings; Triangle Peak Partners; EchoVC Partners

Capstone Partners 20 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 20 Median Stock Performance – SaaS & Cloud 85

 Median SaaS & Cloud 85 stock appreciation has consistently outperformed the NASDAQ  Q1 saw a strong market, lifting SaaS & Cloud 85 by a median of 10.1%  Several segments posted double digit median gains over the past quarter with ERP, Supply Chain & Commerce and Vertical Market segments posting over 20% growth  Licensed Software Leaders, in contrast, posted a median gain of only 3.6% for the quarter

Capstone Partners 21 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 21 Median LTM Revenue Multiples – SaaS & Cloud 85

 Median LTM Revenue Multiple of 4.3x matches the five year high as the market recovery continues  Within SaaS & Cloud, median multiples vary considerably between segments  ERP, Supply Chain & Commerce, Cloud & IT Infrastructure and CRM & Customer Service command 6x+ median multiples  Licensed Software Leaders trail SaaS-based providers at just 3.1x  Cloud Computing/Storage also lags at just 2.5x

Capstone Partners 22 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 22 Median LTM EBITDA Multiples – SaaS & Cloud 85

 Median EBITDA multiples have been expanding gradually and currently stand at 13.5x  The vast majority of SaaS & Cloud segments are trading at medians above 12x LTM EBITDA  ERP, Supply Chain & Commerce, CRM & Customer Service and Finance & Administration trade at over 30x  The premium multiples for SaaS companies versus Licensed Software Leaders illustrates the higher expected growth rates and the market’s preference for the more stable, predictable business model

Capstone Partners 23 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 23 Median LTM P/E Multiples – SaaS & Cloud 85

 Median P/E multiples continue to climb, reaching 25.1x and approaching five year highs  P/E multiples rose in 2009 and 2010 amid investor confidence in an economic recovery, then fell during 2011 as companies achieved expected improvements in profitability  Nearly all segments trade at over 20x  Investors are willing to pay a high multiple for well-positioned SaaS vendors on the belief that continued growth in recurring revenue will drive strong, stable profits in future years

Capstone Partners 24 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 24 Median Revenue Growth – SaaS & Cloud 85

 SaaS & Cloud 85 posted median revenue growth of 19.1% for LTM which is expected to slow to 17.4% for NTM  The slow down in growth is driven more by improved prior year numbers than by weakening sales  High growth rates are more difficult to maintain with a SaaS-based model as greater scale is achieved  Only Licensed Software Leaders project single digit growth, signaling customer preference for SaaS-based solutions

Capstone Partners 25 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 25 Median EBITDA Growth – SaaS & Cloud 85

 Median EBITDA growth has rebounded to 15.5% following a drop off in 2012  Solid median EBITDA growth of over 15% is expected moving forward as revenue growth hits the bottom line  EBITDA growth drop from 2011 high is more related to stronger prior period performance and increased OpEx spend than a weakening in total profit dollars

Capstone Partners 26 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 26 Median EPS Growth – SaaS & Cloud 85

 Median EPS growth is projected to drop slightly from 12.8% for LTM to 10.7% for NTM  Improved prior period profits coupled with a return to investment in growth after several years of cost cutting results in softer projected EPS growth  Analytics / Business Intelligence median dragged down by Adobe and Bazaarvoice expecting 25%+ drops  Marketing & Advertising companies are expected to invest heavily in opex to maintain revenue growth

Capstone Partners 27 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 27 Median Gross Margin Trends – SaaS & Cloud 85

 Median gross margins have remained steady at 69% following the economic recovery  Cloud & IT Infrastructure tops the list at 85% as newly emerging technologies that enable the cloud to run more efficiently command strong margins  The more commoditized Cloud Computing/Storage segment lags behind at 61% as vendors price more aggressively to win scale

Capstone Partners 28 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 28 Median EBITDA Margin Trends – SaaS & Cloud 85

 Median EBITDA margins have slipped slightly to 21.4% from their peak in 2011 as companies have shifted from aggressive cost cutting modes back into a focus on growth through investment in the business  Many companies in emerging segments such as ERP, Supply Chain & Commerce, CRM & Customer Service and Human Resources are early in the process of achieving scale and profitability  Segments with larger, mature companies like Cloud Computing / Storage already have operating leverage

Capstone Partners 29 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 29 Best & Worst Performers – SaaS & Cloud 85

Capstone Partners 30 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 30 Best & Worst Performers – SaaS & Cloud 85 (Continued)

Capstone Partners 31 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 31 Capstone Partners Investment Banking Advisors

Notable Observations and Transaction Recommendations Profiles

Capstone Partners 32 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.32 BUILT FOR THE MIDDLE MARKET.TM M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Open Solutions, founded in 1992, provides specific products and services for the financial services industry. Their well- known DNA platform provides its clients (credit unions) a Deal Summary real-time open technology account processing platform Date: 1/14/2013 which had revolutionary features at the time of its creation, Transaction Value: $1,015M such as the DNAcreator and DNAappstore. The idea of open sourced core platform for third-party add-ons % Sought: 100% originated from Open Solutions’ product. Consideration: Cash Fiserv is a leading provider of financial services technology Note: Transaction Value calculated as consideration paid to solutions internationally. The acquisition of Open Solutions holders of stock and stock equivalents plus assumed debt. was critical in order to gain industry dominance in the credit union technology space. Fiserv will be able to add on Valuation Metrics several new technologies including the DNA platform and CUnify (for smaller credit unions). LTM Revenue Multiple: 2.5x LTM P/E Multiple: N/A The relatively large debt load for Open Solutions prevented them from investing capital to further advance its Multiple on $ Invested: 0.8x technology for its DNA platform, leading to its sale to Fiserv. The purchase was made with $55 million in cash along with $960 million in assumed debt. Investors Pamlico Capital; Providence Equity Partners; The Carlyle Group

Capstone Partners 33 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 33 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Epocrates provides subscriptions for mobile drug reference tools and electronic health records to healthcare professionals as well as interactive services to the healthcare Deal Summary industry. Date: 1/7/2013 Athenahealth provides ongoing billing, clinical-related, and Transaction Value: $294M other related services to medical group practices, and its % Sought: 100% strategic acquisition of Epocrates offers a widely recognized Consideration: Cash mobile platform in use by more than 338,000 physicians in the U.S. The purchase will enable Athenahealth to expand Note: Transaction Value calculated as consideration paid to its product offering for software used to prescribe drugs, holders of stock and stock equivalents plus assumed debt. maintain patient records and bolster brand recognition. Epocrates will continue to run as a separate division of Valuation Metrics Athenahealth. LTM Revenue Multiple: 2.6x Epocrates’ revenue is estimated around $110 million for 2012. LTM P/E Multiple: 51.1x The transaction comprised $294 million in cash, $11.75 per share, representing a 22% premium over Epocrates’ share Premium versus: price at the time of announcement. 1 day prior: 22.1% 1 week prior: 33.2% 1 month prior: 24.6%

Note: LTM and Premium as of last quarter prior to transaction announcement date.

Capstone Partners 34 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 34 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Online Resources Corporation provides web and phone- based financial services, full service bill pay solutions and marketing services to various financial institutions. Among its Deal Summary 1000+ financial institutions and billers as its clients, 450 were Date: 1/31/2013 credit unions. Transaction Value: $272M ACI Worldwide is an international provider of electronic % Sought: 100% payment systems. The company’s suite of products consists Consideration: Cash of online banking and cash management solutions, which are provided online or through mobile channels. The Note: Transaction Value calculated as consideration paid to acquisition of Online Resources aligns its electronic bill holders of stock and stock equivalents plus assumed debt. presentment and payment solutions with its already robust universal payments portfolio.

Valuation Metrics ACI’s acquisition of Online Resources comes just weeks after LTM Revenue Multiple: 1.5x principal competitor FIS’ announcement of its intention to LTM P/E Multiple: 15.2x purchase core systems vendor Open Solutions. With Online Resources’ stock having fallen more than 22% over the Premium versus: preceding twelve months, the transaction consideration 1 day prior: 22.1% represents an 83% premium over Online Resources’ share 1 week prior: 33.2% price at the time of announcement, totaling approximately 1 month prior: 24.6% $272 million in cash.

Note: LTM and Premium as of last quarter prior to transaction announcement date.

Capstone Partners 35 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 35 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

dbMotion provides a healthcare information-sharing system which allows medical staff a secured access to patients’ medical records on its network. They provide products Deal Summary ranging from web-based portals displaying patient records Date: 3/5/2013 to collaborative solutions allowing doctors and staffs to Transaction Value: $235M manage and review patient statuses. Their technology solution is used in 370 hospitals and 2,800 clinics globally. % Sought: 100% Consideration: Cash, stock, seller note Allscripts is also in the healthcare information-sharing software segment, and its strategic acquisition of dbMotion Note: Transaction Value calculated as consideration paid to provides improved health-management services including holders of stock and stock equivalents plus assumed debt. acute, ambulatory and home care systems. Allscripts integrates heterogeneous systems in use by many of the Valuation Metrics large healthcare organizations. LTM Revenue Multiple: 9.4x The transaction comprised $145 million in cash, $50 million in LTM P/E Multiple: N/A stock and a $40 million cash note due in 18 months. Multiple on $ Invested: 4.1x

Investors Gemini Israel Funds; Pitango Venture Capital; Vertex Venture Capital

Capstone Partners 36 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 36 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Virsto Software Corporation is provides storage performance optimization software. Virsto’s solution allows for a more cost- effective and efficient method for storage on virtual servers Deal Summary as well as desktops. The Virsto Storage Hypervisor addresses Date: 2/6/2013 the performance, capacity, and agility challenges of Transaction Value: $200M contemporary storage systems and builds a complete software-defined data center. % Sought: 100% Consideration: Unknown VMware, a subsidiary of EMC, provides cloud and virtualization software and services. Earlier this year, VMware Note: Transaction Value calculated as consideration paid to reported a shift in its business strategy to refocus its efforts on holders of stock and stock equivalents plus assumed debt. infrastructure. With the acquisition of Virsto Software, VMware will bolster its storage technology portfolio Valuation Metrics consisting of VMware vSphere and vSphere Storage Appliance. VMware has announced that it will continue to LTM Revenue Multiple: 100.0x offer Virsto’s software and support its existing customers. LTM P/E Multiple: N/A Virsto had raised $24 million in venture capital, likely Multiple on $ Invested: 8.3x providing an impressive return for its investors.

Investors August Capital; Canaan Partners; InterWest Partners LLC; Southern Cross Venture Partners; Correlation Ventures

Capstone Partners 37 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 37 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Skyfire Labs develops a compression-as-a-service based mobile video optimization solution for wireless operators and consumers. Skyfire's Rocket Optimizer is a robust mobile Deal Summary video optimization solution that solves unpredictable video Date: 2/14/2013 and data demand with an elastic, cloud-based optimization platform. Rocket Optimizer provides wireless operators with a Transaction Value: $155M substantial boost in bandwidth capacity across their % Sought: 100% networks. Skyfire Horizon is a white label mobile browser Consideration: Cash, stock, earn-out extension for operators to provide integrated promotions and advertising to their customers. Note: Transaction Value calculated as consideration paid to holders of stock and stock equivalents plus assumed debt. Opera Software develops web browsers for desktops and mobile devices. Its acquisition of Skyfire Labs will enhance its Valuation Metrics Operator Solutions portfolio which provides numerous mobile web optimization solutions. Opera also provides cloud- LTM Revenue Multiple: 35.9x based mobile services and solutions to various operators, LTM P/E Multiple: N/A publishers, and advertisers. Skyfire will remain an Multiple on $ Invested: 3.8x independent entity as a wholly-owned subsidiary of Opera; Skyfire’s will continue to provide a branded consumer browser offering on Android and iOS. Investors The transaction value of $155 million consists of $38 million in Matrix Partners; Trinity Ventures; Lightspeed Venture cash, $12 million in stock and an earn-out potential of up to Partners; Verizon Ventures; Panorama Capital $105 million payable for the subsequent 3 years.

Capstone Partners 38 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 38 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

FFastFill provides application services for the financial services industry. Its leading SaaS product for the global derivatives community offers front, middle, back and risk Deal Summary management and is supported by over 80 financial Date: 2/15/2013 institutions globally. Transaction Value: $126M Pattington Ltd. a subsidiary of ION Trading, provides financial % Sought: 76.7% services and electronic trading solutions. The takeover of Consideration: Cash FFastFill will provide the already diverse product offering a competitive edge against other industry players. Note: Transaction Value calculated as consideration paid to holders of stock and stock equivalents plus assumed debt. Pattington’s takeover offer of 4.8 times FFastFill’s revenue allowed the company to deliver on its objective of creating renown SaaS products within the derivatives space. With a Valuation Metrics premium of 41.6% over FFastFill’s 1-month prior stock price LTM Revenue Multiple: 4.8x represents a lucrative deal for FFastFill’s shareholders. LTM P/E Multiple: NM Premium versus: 1 day prior: 32.23% 1 week prior: 35.6% 1 month prior: 41.6%

Note: LTM and Premium as of last quarter prior to transaction announcement date.

Capstone Partners 39 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 39 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

nCircle offers cloud-based vulnerability/security and compliance solutions to organizations worldwide. The company’s products deliver unique features such as security Deal Summary and compliance scorecards to measure and compare the Date: 3/11/2013 organization’s performance and internal goals. The ease of Transaction Value: $125M access for using cloud-based services allowed the company to become a prominent player in the SaaS security space. % Sought: 100% Consideration: Unknown Tripwire also operates in the security software and compliance space. With more than a decade of Note: Transaction Value calculated as consideration paid to established value as a security company, Tripwire boasts holders of stock and stock equivalents plus assumed debt. nearly half of the Fortune 500 companies as its clients.

The combination of these two companies is a watershed Valuation Metrics move for the security industry, with Tripwire poised to LTM Revenue Multiple: 3.3x become a major competitor of McAfee and Symantec. The LTM P/E Multiple: N/A transaction reflects a 3.3x multiple of trailing revenue, an above-market valuation in the security and compliance Multiple on $ Invested: 2.3x industry vertical.

Investors Alta; JK&B; Menlo; e.ventures; Guide Court Square; Visa Marketplace; Industry Ventures; Sands; Mill. Hanson; Tall Oaks; Scotiabank; RK; Horizon Technology; NTT; Velocity; Grove

Capstone Partners 40 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 40 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Channel Intelligence, originally a part of the ICG Group, offers marketing and online shopping analytics, primarily focused around improved sales and insight for retailers and Deal Summary companies. Channel Intelligence analyzes nearly 15% of all Date: 2/16/2013 online transactions and accounts for nearly $2 billion in Transaction Value: $125M annual sales in referred online recommendations. % Sought: 100% Google’s acquisition of Channel Intelligence is most likely to Consideration: Unknown improve its Google Shopping search service, a relatively new service implemented mid-2012. Channel Intelligence Note: Transaction Value calculated as consideration paid to will allow for a broader range of features benefitting the holders of stock and stock equivalents plus assumed debt. search service as well as the online retailers who are using Google Shopping. The acquisition reflects a move to Valuation Metrics increase functionality and compete at a higher level against e-commerce incumbents, Amazon and eBay. LTM Revenue Multiple: 4.5x LTM P/E Multiple: N/A Although specific terms of the transaction were not disclosed, it is estimated that ICG realized approximately Multiple on $ Invested: N/A $60.5M from the sale.

Investors Aweida; ICG Group; MentorTech Ventures; New South Ventures

Capstone Partners 41 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 41 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

mFoundry delivers mobile banking and payments services through a SaaS delivery model to more than 850 clients, making them the largest provider in North America. Deal Summary mFoundry’s hosted services for its mobile banking platform Date: 1/31/2013 has best-in-class features and ease of use and a simplistic Transaction Value: $120M user interface. % Sought: 78% (Already held 22%) Fidelity National Information Services (FIS) is the world’s Consideration: Unknown largest provider for banking and payments; its acquisition of mFoundry shows its desire to further expand into the mobile Note: Transaction Value calculated as consideration paid to field. With FIS’ continual endeavor in innovation and holders of stock and stock equivalents plus assumed debt. enhancements, mFoundry’s popular platform will play a key role in it’s technological advancement for its mobile banking Valuation Metrics and payment services. LTM Revenue Multiple: N/A Since FIS already had a 22% stake in mFoundry, the LTM P/E Multiple: N/A consideration of $120M for the remaining 78% puts mFoundry’s total valuation around $165M. Multiple on $ Invested: 3.0x

Investors Apax Partners; GRP Partners; Ignition Partners; PayPal; NCR Corp.; Intel Capital; Mastercard; Banc of America; FIS Group; Motorola Mobility

Capstone Partners 42 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 42 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Angel.com is a provider of cloud-based Customer Experience Management (CEM) solutions for Interactive Voice Response (IVR) and Contact Centers. Their SaaS Deal Summary platform allows their clients to achieve a higher level of Date: 2/25/2013 customer satisfaction through its diverse offering of plug- Transaction Value: $110M and-play apps. Angel’s platform allows for a quick deployment of self-service IVR, SMS, chat, and mobile % Sought: 78.0% applications to support customer needs. Consideration: Cash Genesys is a leading provider of customer service and Note: Transaction Value calculated as consideration paid to contact center solutions as well. Genesys offers a holders of stock and stock equivalents plus assumed debt. personalized self-service contact center for its customers, thus the acquisition of Angel will allow Genesys to further Valuation Metrics expand its offering to enterprise and mid-market clients. LTM Revenue Multiple: 3.8x With Genesys’ acquisition of Angel, its expansion of the LTM P/E Multiple: N/A cloud contact center business unit is estimated to have a recurring revenue exceeding $85M annually. The deal Multiple on $ Invested: N/A demonstrates the evolving contact center software market, which is transitioning to cloud-hosted solutions at an accelerated pace and will force legacy incumbents (Cisco, Investors Avaya) to innovate or acquire. Apax Partners; GRP Partners; Ignition Partners; PayPal; NCR; Intel Capital; Mastercard; Banc of America Strategic Investments; FIS; Motorola Mobility Holdings; Motorola Mobility Ventures

Capstone Partners 43 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 43 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Bluefin Labs is a social TV analytics company providing a variety of solutions for audience research, TV ad sales, and performance management of ad campaigns. It provides its Deal Summary solutions to brand advertisers, advertising agencies, and TV Date: 2/5/2013 networks and operators. Bluefin Signals, a web-based social Transaction Value: $90M TV analytics platform, provides insights and data on audience search and is used by many media planners and % Sought: 100% buyers. Consideration: Unknown Twitter’s foray into the social TV market has been a near Note: Transaction Value calculated as consideration paid to inevitability. For the 2013 Super Bowl alone, there were 24.1 holders of stock and stock equivalents plus assumed debt. million tweets; Twitter’s integration of social TV analytics will be crucial for ad campaigns to effectively manage and Valuation Metrics optimize their performance. The acquisition of Bluefin Labs is the largest in terms of transaction size since their founding in LTM Revenue Multiple: N/A 2008. LTM P/E Multiple: N/A Bluefin Labs had raised $20.4M at the time of its acquisition, Multiple on $ Invested: 4.4x implying a respectable return for its investors.

Investors Redpoint Ventures; Time Warner Investments; SoftBank Capital; Acadia Woods Partners; Kepha Partners; Lerer Ventures

Capstone Partners 44 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 44 Capstone Partners Investment Banking Advisors

Public Company Observations and Trading & Operating Recommendations Metrics

Capstone Partners 45 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.45 BUILT FOR THE MIDDLE MARKET.TM Trading & Operating Metrics

($ in millions, except per share data) $ /Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA P rice/EP S NTM / LTM Growth LTM M argin Company Name 3/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

SaaS & Cloud 85 M ean 19,493 18,675 3,019 2,202 13.7 % 11.7 % 5.8 x 4.7 x 19.8 x 16.9 x 38.8 x 29.6 x 18.4% 20.3% 15.1% 69.5 % 19.6 % 8.8 % SaaS & Cloud 85 M edian 1,265 1,250 118 10 12.9 % 10.1 % 4.3 x 3.6 x 13.5 x 12.4 x 25.1 x 21.6 x 17.4% 15.7% 10.7% 69.1 % 21.4 % 10.4 %

Analytics / Business Intelligence Adobe 43.52 21,842 19,712 3,661 1,531 26.8 % 15.5 % 4.5 x 4.7 x 12.3 x 16.6 x 20.3 x 29.1 x (4.0)% (26.1)% (30.2)% 87.8 % 36.8 % 24.7 % Bazaarvoice 7.32 533 427 105 0 (63.2)% (21.7)% 2.9 x 2.3 x NA NA NA NA 23.3% (5.9)% (25.5)% 65.4 % (10.6)% (11.9)% comScore 16.78 599 552 62 14 (21.6)% 21.8 % 2.2 x 2.0 x 12.4 x 11.1 x 21.0 x 20.7 x 9.2% 12.1% 1.2% 66.2 % 17.4 % 10.4 % Google 794.19 261,815 220,937 48,088 7,210 23.9 % 12.3 % 4.4 x 3.6 x 11.7 x 10.0 x 19.9 x 17.4 x 21.7% 16.7% 14.5% 59.1 % 37.7 % 26.4 % Splunk 40.03 3,948 3,642 306 0 NA 37.9 % 18.3 x 13.5 x NA NA NA NA 35.7% NA NA 89.2 % 1.5 % (1.2)%

M ean 57,747 49,054 10,444 1,751 (8.5)% 13.2 % 6.5 x 5.2 x 12.1 x 12.6 x 20.4 x 22.4 x 17.2% (0.8)% (10.0)% 73.6 % 16.6 % 9.7 % M edian 3,948 3,642 306 14 1.1 % 15.5 % 4.4 x 3.6 x 12.3 x 11.1 x 20.3 x 20.7 x 21.7% 3.1% (12.1)% 66.2 % 17.4 % 10.4 %

Cloud & IT Infrastructure Citrix 72.15 13,466 12,537 929 0 (8.6)% 10.0 % 4.8 x 4.2 x 16.6 x 13.5 x 25.1 x 23.0 x 14.9% 22.5% 8.9% 87.5 % 29.2 % 21.1 % LogMeIn 19.22 477 265 212 0 (45.4)% (14.2)% 1.9 x 1.7 x 7.9 x 9.6 x 26.3 x 41.8 x 11.7% (17.9)% (37.0)% 89.6 % 24.3 % 13.3 % Proofpoint 16.86 557 475 87 4 NA 37.0 % 4.5 x 3.7 x NA NA NA NA 19.4% NA (21.0)% 68.8 % (4.4)% (7.5)% Qualys 12.34 389 273 118 2 NA (16.6)% 3.0 x 2.5 x 24.2 x 16.6 x NA 68.4 x 17.5% 46.0% NA 79.9 % 12.3 % 1.5 % 50.56 9,768 8,888 879 0 (15.6)% (4.5)% 6.7 x 5.8 x 23.9 x 20.5 x 41.1 x 37.7 x 15.0% 16.3% 8.9% 84.9 % 28.0 % 18.1 % ServiceNow 36.20 4,775 4,460 315 0 NA 20.5 % 18.3 x 11.4 x NA NA NA NA 60.2% NA NA 58.0 % 0.3 % (4.3)% SolarWinds 59.10 4,431 4,202 229 0 52.9 % 12.7 % 15.6 x 12.5 x 29.2 x 22.4 x 43.5 x 37.2 x 25.0% 30.5% 16.9% 93.2 % 53.5 % 38.4 % Splunk 40.03 3,948 3,642 306 0 NA 37.9 % 18.3 x 13.5 x NA NA NA NA 35.7% NA NA 89.2 % 1.5 % (1.2)% VMw are 78.88 33,788 29,607 4,631 450 (29.8)% (16.2)% 6.4 x 5.7 x 16.9 x 14.6 x 27.7 x 24.5 x 13.3% 15.2% 13.0% 84.3 % 38.1 % 26.9 % WANdisco 12.19 261 239 22 0 NA 70.4 % 49.0 x 33.3 x NA NA NA NA 47.2% (88.5)% 68.5% 95.5 % (29.6)% (103.4)% Websense 15.00 548 554 65 70 (28.9)% (0.3)% 1.5 x 1.6 x 6.4 x 12.8 x 10.3 x 17.2 x (1.6)% (49.8)% (40.3)% 83.6 % 23.8 % 15.2 % M ean 6,583 5,922 708 48 (12.6)% 12.4 % 11.8 x 8.7 x 17.9 x 15.7 x 29.0 x 35.7 x 23.5% (3.2)% 2.2% 83.1 % 16.1 % 1.6 % M edian 3,948 3,642 229 0 (22.2)% 10.0 % 6.4 x 5.7 x 16.9 x 14.6 x 27.0 x 37.2 x 17.5% 15.8% 8.9% 84.9 % 23.8 % 13.3 %

Cloud Computing / Storage Amazon 266.49 121,133 114,070 11,448 4,385 31.6 % 6.2 % 1.9 x 1.5 x NA NA NA NA 23.8% 47.7% NA 24.8 % 5.4 % 0.3 % CenturyLink 35.13 21,985 42,379 211 20,605 (9.1)% (10.2)% 2.3 x 2.3 x 5.5 x 5.7 x 13.2 x 13.2 x (1.2)% (3.1)% (0.1)% 61.0 % 41.7 % 9.0 % Google 794.19 261,815 220,937 48,088 7,210 23.9 % 12.3 % 4.4 x 3.6 x 11.7 x 10.0 x 19.9 x 17.4 x 21.7% 16.7% 14.5% 59.1 % 37.7 % 26.4 % IBM 213.30 237,725 259,818 11,176 33,269 2.2 % 11.4 % 2.5 x 2.4 x 9.5 x 9.0 x 13.9 x 12.7 x 1.7% 5.7% 9.6% 48.1 % 26.2 % 16.9 % 28.61 239,602 185,722 68,098 14,218 (11.3)% 7.1 % 2.5 x 2.2 x 6.3 x 5.3 x 10.9 x 9.3 x 16.3% 19.2% 17.3% 75.4 % 40.7 % 30.5 % Oracle 32.33 152,296 138,641 33,407 19,752 10.9 % (3.0)% 3.7 x 3.6 x 6.8 x 7.2 x 12.2 x 11.3 x 4.4% (6.2)% 8.1% 80.4 % 55.2 % 34.9 % Rackspace 50.48 6,965 6,799 292 125 (12.6)% (32.0)% 5.2 x 4.3 x 14.6 x 12.1 x 67.3 x 50.1 x 21.9% 21.3% 34.4% 71.9 % 35.5 % 8.1 % salesforce.com 44.71 26,189 25,969 868 648 15.7 % 6.4 % 8.5 x 6.7 x 51.3 x 38.7 x 109.7 x 88.8 x 26.8% 32.5% 23.5% 77.6 % 16.6 % 7.5 % Verizon 49.15 140,484 188,901 3,570 51,987 28.6 % 13.6 % 1.6 x 1.6 x 5.1 x 4.6 x 21.8 x 17.8 x 4.2% 11.1% 23.0% 60.1 % 32.0 % 5.6 % M ean 134,244 131,471 19,684 16,911 8.9 % 1.3 % 3.6 x 3.1 x 13.8 x 11.6 x 33.6 x 27.6 x 13.3% 16.1% 16.3% 62.0 % 32.3 % 15.5 % M edian 140,484 138,641 11,176 14,218 10.9 % 6.4 % 2.5 x 2.4 x 8.1 x 8.1 x 16.9 x 15.3 x 16.3% 16.7% 15.9% 61.0 % 35.5 % 9.0 %

*Sorted alphabetically within market segment

Capstone Partners 46 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 46 Trading & Operating Metrics (Continued)

($ in millions, except per share data) $ /Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA P rice/EP S NTM / LTM Growth LTM M argin Company Name 3/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

Communication & Collaboration 8x8 6.85 492 446 47 0 63.1 % (7.2)% 4.3 x 3.7 x 31.1 x 19.9 x 36.1 x 26.6 x 17.5% 56.6% 35.5% 67.8 % 13.9 % 13.7 % Cisco 20.90 111,412 81,327 46,376 16,291 (1.2)% 6.3 % 1.7 x 1.6 x 5.1 x 5.2 x 10.8 x 10.3 x 5.7% (1.1)% 4.6% 61.0 % 33.6 % 22.1 % Citrix 72.15 13,466 12,537 929 0 (8.6)% 10.0 % 4.8 x 4.2 x 16.6 x 13.5 x 25.1 x 23.0 x 14.9% 22.5% 8.9% 87.5 % 29.2 % 21.1 % CounterPath 2.02 84 72 13 0 (26.9)% 0.4 % 4.6 x 3.6 x NA 38.2 x NA 35.1 x 28.7% 276.8% NA 84.8 % (6.8)% (4.4)% Cybozu 266.57 141 101 39 0 (23.5)% (6.3)% 1.9 x NA 10.1 x NA 38.8 x NA NA NA NA 92.0 % 19.2 % 5.9 % Interactive Intel. 44.35 880 811 69 0 45.4 % 32.2 % 3.4 x 2.8 x 42.1 x NA NA NA 20.6% (3.8)% NA 66.5 % 8.1 % 4.2 % IntraLinks 6.36 349 350 75 76 20.2 % 3.1 % 1.6 x 1.6 x 9.4 x 9.9 x 39.8 x NA 1.6% (5.1)% NA 71.2 % 17.2 % 4.0 % j2 Global 39.21 1,802 1,724 324 245 36.7 % 28.1 % 4.6 x 3.4 x 8.8 x 7.7 x 14.6 x 14.1 x 37.0% 14.0% 3.1% 82.0 % 52.6 % 33.2 % Jive Softw are 15.20 1,000 866 145 11 (44.0)% 4.6 % 7.6 x 5.7 x NA NA NA NA 33.7% (55.1)% (29.9)% 60.5 % (14.8)% (23.7)% LivePerson 13.58 758 655 103 0 (19.0)% 3.3 % 4.2 x 3.6 x 20.8 x 20.1 x 41.2 x 41.8 x 16.8% 3.4% (1.5)% 77.4 % 20.0 % 12.0 % Microsoft 28.61 239,602 185,722 68,098 14,218 (11.3)% 7.1 % 2.5 x 2.2 x 6.3 x 5.3 x 10.9 x 9.3 x 16.3% 19.2% 17.3% 75.4 % 40.7 % 30.5 % Premiere Global 10.99 505 667 21 183 21.6 % 12.4 % 1.3 x 1.3 x 7.4 x 6.9 x 15.1 x 13.2 x 5.1% 6.1% 13.7% 57.4 % 17.9 % 6.9 % M ean 30,874 23,773 9,687 2,585 4.4 % 7.8 % 3.6 x 3.1 x 15.8 x 14.1 x 25.8 x 21.7 x 18.0% 30.3% 6.5% 73.6 % 19.2 % 10.5 % M edian 819 739 89 5 (4.9)% 5.5 % 3.8 x 3.4 x 9.8 x 9.9 x 25.1 x 18.6 x 16.8% 6.1% 6.7% 73.3 % 18.6 % 9.5 %

Content Creation & M anagemen Adobe 43.52 21,842 19,712 3,661 1,531 26.8 % 15.5 % 4.5 x 4.7 x 12.3 x 16.6 x 20.3 x 29.1 x (4.0)% (26.1)% (30.2)% 87.8 % 36.8 % 24.7 % Destiny Media 0.60 31 30 1 0 (10.2)% (8.1)% 7.6 x 6.5 x 42.9 x 22.2 x 82.6 x NA 17.4% 93.5% NA 100.0 % 17.8 % 9.7 % Kudelski 13.16 706 880 120 295 84.0 % 26.5 % 1.0 x 1.0 x 8.4 x 6.7 x 31.4 x 12.8 x 0.4% 25.0% NA 71.0 % 11.3 % 2.4 % Rovi 21.41 2,157 2,777 863 1,484 (34.2)% 38.8 % 4.3 x 4.3 x 10.0 x 9.0 x 11.2 x 10.4 x (0.8)% 11.6% 7.9% 83.1 % 42.5 % 30.8 % Sumavision 2.74 919 673 246 0 (0.7)% 3.6 % 8.0 x NA 17.7 x NA 22.6 x NA NA NA NA 100.0 % 45.1 % 48.4 %

M ean 5,131 4,815 978 662 13.1 % 15.2 % 5.1 x 4.1 x 18.3 x 13.6 x 33.6 x 17.4 x 3.3% 26.0% (11.2)% 88.4 % 30.7 % 23.2 % M edian 919 880 246 295 (0.7)% 15.5 % 4.5 x 4.5 x 12.3 x 12.8 x 22.6 x 12.8 x (0.2)% 18.3% (11.2)% 87.8 % 36.8 % 24.7 %

Content Delivery Services Akamai 35.32 6,286 5,849 437 0 (3.8)% (13.7)% 4.3 x 3.9 x 9.5 x 9.2 x 19.5 x 17.9 x 9.9% 3.6% 8.9% 69.6 % 44.8 % 23.9 % Brightcove 6.21 174 144 30 0 (75.0)% (31.3)% 1.6 x 1.4 x NA NA NA NA 17.8% NA 55.0% 68.9 % (3.3)% (13.2)% Limelight 2.08 202 76 128 2 (36.8)% (6.3)% 0.4 x 0.4 x 7.7 x 6.8 x NA NA 5.1% 13.2% 8.1% 53.5 % 5.5 % (11.8)%

M ean 2,221 2,023 198 1 (38.5)% (17.1)% 2.1 x 1.9 x 8.6 x 8.0 x 19.5 x 17.9 x 10.9% 8.4% 24.0% 64.0 % 15.7 % (0.3)% M edian 202 144 128 0 (36.8)% (13.7)% 1.6 x 1.4 x 8.6 x 8.0 x 19.5 x 17.9 x 9.9% 8.4% 8.9% 68.9 % 5.5 % (11.8)%

CRM & Customer Service eGain 8.66 215 204 19 8 44.3 % 92.4 % 4.3 x 3.3 x NA NA NA NA 28.6% NA 34.5% 66.4 % (8.4)% (14.9)% Jive Softw are 15.20 1,000 866 145 11 (44.0)% 4.6 % 7.6 x 5.7 x NA NA NA NA 33.7% (55.1)% (29.9)% 60.5 % (14.8)% (23.7)% LivePerson 13.58 758 655 103 0 (19.0)% 3.3 % 4.2 x 3.6 x 20.8 x 20.1 x 41.2 x 41.8 x 16.8% 3.4% (1.5)% 77.4 % 20.0 % 12.0 % salesforce.com 44.71 26,189 25,969 868 648 15.7 % 6.4 % 8.5 x 6.7 x 51.3 x 38.7 x 109.7 x 88.8 x 26.8% 32.5% 23.5% 77.6 % 16.6 % 7.5 %

M ean 7,041 6,924 284 167 (0.7)% 26.7 % 6.1 x 4.8 x 36.1 x 29.4 x 75.4 x 65.3 x 26.5% (6.4)% 6.7% 70.5 % 3.4 % (4.8)% M edian 879 760 124 10 (1.6)% 5.5 % 6.0 x 4.6 x 36.1 x 29.4 x 75.4 x 65.3 x 27.7% 3.4% 11.0% 71.9 % 4.1 % (3.7)%

*Sorted alphabetically within market segment

Capstone Partners 47 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 47 Trading & Operating Metrics (Continued)

($ in millions, except per share data) $ /Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA P rice/EP S NTM / LTM Growth LTM M argin Company Name 3/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

ERP , Supply Chain & Commerce Demandw are 25.35 762 660 107 5 (14.9)% (7.2)% 8.3 x 6.8 x NA NA NA NA 22.8% NA (63.8)% 69.4 % 4.2 % (6.7)% E2open 19.94 500 467 34 1 NA 40.8 % 6.3 x 5.6 x NA NA NA NA 13.0% NA 72.9% 69.0 % (2.0)% (8.0)% SciQuest 24.04 541 496 45 0 57.7 % 51.6 % 7.5 x 5.4 x 39.7 x 27.6 x 100.2 x 65.2 x 37.4% 43.8% 53.6% 69.5 % 18.8 % 8.0 % SPS Commerce 42.67 637 571 66 0 58.7 % 14.5 % 7.4 x 5.8 x 63.4 x 45.5 x 101.6 x 85.6 x 27.5% 39.5% 18.8% 71.4 % 11.7 % 7.6 %

M ean 610 548 63 2 33.9 % 24.9 % 7.4 x 5.9 x 51.6 x 36.6 x 100.9 x 75.4 x 25.2% 41.6% 20.4% 69.8 % 8.2 % 0.2 % M edian 589 533 56 1 57.7 % 27.7 % 7.4 x 5.7 x 51.6 x 36.6 x 100.9 x 75.4 x 25.1% 41.6% 36.2% 69.4 % 7.9 % 0.5 %

Finance & Administration Bottomline 28.51 1,072 925 281 134 2.0 % 8.0 % 3.8 x 3.5 x 38.1 x 18.0 x 25.9 x 25.1 x 10.3% 111.8% 3.4% 53.5 % 10.0 % 15.8 % Concur 68.66 3,819 3,589 485 255 19.7 % 1.7 % 7.8 x 6.2 x 31.5 x 28.2 x 67.4 x 68.3 x 26.1% 11.6% (1.2)% 71.9 % 24.6 % 12.1 % Intuit 65.66 19,461 19,282 678 499 9.1 % 10.4 % 4.6 x 4.0 x 12.9 x 10.2 x 23.1 x 18.0 x 15.5% 25.9% 28.2% 81.9 % 35.7 % 20.5 % NetSuite 80.06 5,865 5,682 186 3 59.2 % 19.0 % 18.4 x 14.1 x 159.5 x 148.2 x 307.9 x NA 30.0% 7.6% 3.4% 69.1 % 11.5 % 6.0 % Tangoe 12.39 468 440 50 23 (34.1)% 4.4 % 2.8 x 2.3 x 19.7 x 14.0 x 25.3 x 18.7 x 23.8% 41.0% 35.4% 54.3 % 14.4 % 12.6 %

M ean 6,137 5,983 336 183 11.2 % 8.7 % 7.5 x 6.0 x 52.4 x 43.7 x 89.9 x 32.5 x 21.1% 39.6% 13.8% 66.1 % 19.3 % 13.4 % M edian 3,819 3,589 281 134 9.1 % 8.0 % 4.6 x 4.0 x 31.5 x 18.0 x 25.9 x 21.9 x 23.8% 25.9% 3.4% 69.1 % 14.4 % 12.6 %

Human Resources Cornerstone 34.10 1,733 1,663 76 6 56.1 % 15.5 % 14.1 x 9.2 x NA NA NA NA 53.5% 97.4% 47.4% 70.7 % (7.4)% (13.5)% Personal & Informatik 44.28 333 313 20 0 15.0 % 9.3 % 3.4 x NA 9.7 x NA 15.8 x NA NA NA NA 69.3 % 35.4 % 23.1 % Saba 7.95 237 223 15 1 (19.0)% (9.0)% 1.8 x 1.5 x NA NA NA NA 20.8% 127.1% NA 62.9 % (13.3)% (3.7)% WageWorks 25.03 803 542 305 44 NA 40.6 % 3.1 x 2.6 x 14.3 x 10.8 x 49.1 x 39.7 x 17.4% 33.1% 23.5% 63.5 % 21.4 % 7.0 % Workday 61.63 10,231 9,465 790 25 NA 13.1 % 34.6 x 22.0 x NA NA NA NA 57.6% (37.0)% 18.1% 57.4 % (29.4)% (25.2)%

M ean 2,667 2,441 241 15 17.4 % 13.9 % 11.4 x 8.8 x 12.0 x 10.8 x 32.4 x 39.7 x 37.3% 55.2% 29.7% 64.8 % 1.3 % (2.5)% M edian 803 542 76 6 15.0 % 13.1 % 3.4 x 5.9 x 12.0 x 10.8 x 32.4 x 39.7 x 37.1% 65.3% 23.5% 63.5 % (7.4)% (3.7)%

Licensed Software Leaders IBM 213.30 237,725 259,818 11,176 33,269 2.2 % 11.4 % 2.5 x 2.4 x 9.5 x 9.0 x 13.9 x 12.7 x 1.7% 5.7% 9.6% 48.1 % 26.2 % 16.9 % Microsoft 28.61 239,602 185,722 68,098 14,218 (11.3)% 7.1 % 2.5 x 2.2 x 6.3 x 5.3 x 10.9 x 9.3 x 16.3% 19.2% 17.3% 75.4 % 40.7 % 30.5 % Oracle 32.33 152,296 138,641 33,407 19,752 10.9 % (3.0)% 3.7 x 3.6 x 6.8 x 7.2 x 12.2 x 11.3 x 4.4% (6.2)% 8.1% 80.4 % 55.2 % 34.9 % SAP 80.27 95,641 98,915 3,286 6,559 14.9 % 0.1 % 4.6 x 4.3 x 13.5 x 12.4 x 19.8 x 18.1 x 7.9% 8.1% 9.4% 71.2 % 34.4 % 22.6 %

M ean 181,316 170,774 28,992 18,450 4.2 % 3.9 % 3.3 x 3.1 x 9.0 x 8.5 x 14.2 x 12.9 x 7.6% 6.7% 11.1% 68.8 % 39.1 % 26.2 % M edian 195,010 162,182 22,292 16,985 6.5 % 3.6 % 3.1 x 3.0 x 8.1 x 8.1 x 13.1 x 12.0 x 6.2% 6.9% 9.5% 73.3 % 37.5 % 26.6 %

*Sorted alphabetically within market segment

Capstone Partners 48 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 48 Trading & Operating Metrics (Continued)

($ in millions, except per share data) $ /Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA P rice/EP S NTM / LTM Growth LTM M argin Company Name 3/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

M arketing & Advertising Adobe 43.52 21,842 19,712 3,661 1,531 26.8 % 15.5 % 4.5 x 4.7 x 12.3 x 16.6 x 20.3 x 29.1 x (4.0)% (26.1)% (30.2)% 87.8 % 36.8 % 24.7 % Bazaarvoice 7.32 533 427 105 0 (63.2)% (21.7)% 2.9 x 2.3 x NA NA NA NA 23.3% (5.9)% (25.5)% 65.4 % (10.6)% (11.9)% Constant Contact 12.98 398 305 94 0 (56.4)% (8.7)% 1.2 x 1.1 x 8.3 x 7.0 x 22.8 x 20.6 x 13.4% 19.3% 10.7% 70.8 % 14.5 % 7.0 % ExactTarget 23.27 1,598 1,490 109 1 (10.5)% 16.4 % 5.1 x 4.0 x NA NA NA NA 28.1% (53.4)% NA 64.6 % 5.4 % (3.9)% Google 794.19 261,815 220,937 48,088 7,210 23.9 % 12.3 % 4.4 x 3.6 x 11.7 x 10.0 x 19.9 x 17.4 x 21.7% 16.7% 14.5% 59.1 % 37.7 % 26.4 % Jive Softw are 15.20 1,000 866 145 11 (44.0)% 4.6 % 7.6 x 5.7 x NA NA NA NA 33.7% (55.1)% (29.9)% 60.5 % (14.8)% (23.7)% Marin Softw are 16.43 508 487 32 11 NA NA 8.2 x NA NA NA NA NA NA NA NA 58.4 % (31.5)% (34.5)% Millennial Media 6.35 503 366 137 0 (73.0)% (49.3)% 2.1 x 1.3 x NA NA NA NA 55.2% NA NA 40.5 % 2.6 % 0.3 % ReachLocal 14.96 423 327 95 0 109.8 % 15.9 % 0.7 x 0.6 x 13.9 x 10.7 x NA 31.4 x 17.5% 29.7% NA 50.1 % 5.2 % 2.2 % Responsys 8.85 435 329 107 1 (26.1)% 48.5 % 2.0 x 1.7 x 12.5 x 12.4 x 38.5 x NA 16.6% 1.0% (23.6)% 53.7 % 16.1 % 7.5 % ValueClick 29.56 2,249 2,255 137 143 49.7 % 52.3 % 3.4 x 3.0 x 10.0 x 8.9 x 17.4 x 16.0 x 13.8% 12.1% 8.9% 62.3 % 34.2 % 20.3 % Yahoo! 23.53 25,912 21,765 4,184 37 54.6 % 18.2 % 4.4 x 4.8 x 12.8 x 13.1 x 19.9 x 21.1 x (8.2)% (1.9)% (5.4)% 67.5 % 34.1 % 28.5 % M ean 26,435 22,439 4,741 745 (0.8)% 9.4 % 3.9 x 3.0 x 11.6 x 11.2 x 23.1 x 22.6 x 19.2% (6.4)% (10.0)% 61.7 % 10.8 % 3.6 % M edian 767 676 123 6 (10.5)% 15.5 % 3.9 x 3.0 x 12.3 x 10.7 x 20.1 x 20.8 x 17.5% (0.5)% (14.5)% 61.4 % 9.9 % 4.6 %

Vertical M arket ACI Worldw ide 48.86 1,928 2,238 76 386 21.3 % 11.8 % 3.4 x 2.8 x 11.7 x 9.3 x 23.3 x 16.1 x 21.9% 25.3% 44.7% 66.1 % 28.7 % 12.6 % Athenahealth 97.04 3,526 3,333 193 0 30.9 % 32.4 % 7.9 x 6.1 x 36.7 x 29.4 x 100.5 x 79.4 x 29.3% 24.7% 26.7% 60.5 % 21.5 % 8.5 % Blackbaud 29.63 1,317 1,520 13 217 (10.8)% 29.8 % 3.4 x 3.0 x 15.9 x 13.9 x 31.5 x 24.5 x 11.8% 14.8% 28.7% 54.7 % 21.4 % 9.4 % Dealertrack 29.38 1,265 1,250 178 162 (2.9)% 2.3 % 3.2 x 2.8 x 12.8 x 11.1 x 26.2 x 24.0 x 16.2% 16.1% 9.5% 43.2 % 25.0 % 12.7 % Ebix 16.22 603 647 37 82 (30.0)% 0.6 % 3.2 x 2.9 x 7.6 x 6.7 x 9.0 x 8.6 x 12.0% 13.1% 4.4% 80.9 % 42.7 % 35.5 % Ellie Mae 24.05 629 568 60 0 115.5% (13.3)% 5.6 x 4.4 x 17.3 x 12.6 x 22.9 x 22.6 x 26.8% 37.5% 1.2% 77.3% 32.2% 26.3% Envestnet 17.51 566 536 30 0 39.9 % 25.5 % 3.4 x 2.7 x 22.4 x 14.6 x 53.1 x 31.1 x 27.7% 53.3% 70.7% 29.2 % 15.3 % 7.0 % Higher One 8.89 415 489 13 88 (40.5)% (15.7)% 2.5 x 2.3 x 7.2 x 8.4 x 13.3 x 13.9 x 7.3% (15.1)% (4.3)% 59.4 % 34.5 % 19.2 % IDOX 0.76 264 299 6 41 59.6 % (13.5)% 3.2 x 3.0 x 12.2 x 9.4 x 22.7 x 12.7 x 8.1% 30.5% 78.9% 88.7 % 26.2 % 13.1 % Market Leader 8.96 240 218 22 0 144.8 % 36.8 % 4.8 x 3.7 x NA 35.7 x NA NA 29.8% NA 46.6% 100.0 % 0.6 % (16.7)% Medidata Solutions 57.98 1,539 1,417 123 0 117.6 % 48.0 % 6.5 x 5.3 x 28.9 x 23.9 x 55.8 x 50.7 x 22.4% 20.7% 10.0% 71.3 % 22.5 % 12.1 % NIC 19.16 1,257 1,194 62 0 57.8 % 17.3 % 5.7 x 5.0 x 24.1 x 19.9 x 47.9 x 41.2 x 12.5% 21.1% 16.3% 39.1 % 23.5 % 12.2 % OpenTable 62.98 1,446 1,342 104 0 55.6 % 29.1 % 8.3 x 7.1 x 19.1 x 16.3 x 37.0 x 32.9 x 17.2% 17.2% 12.4% 74.1 % 43.4 % 24.5 % Playtech 9.60 2,787 2,710 168 91 64.8 % 38.4 % 6.5 x 6.0 x 17.5 x 12.8 x 25.1 x 15.0 x 8.7% 36.4% 68.2% 100.0 % 37.0 % 26.9 % RealPage 20.71 1,569 1,545 34 10 8.0 % (4.0)% 4.8 x 4.0 x 21.1 x 16.8 x 44.1 x 34.9 x 19.7% 25.1% 26.1% 60.1 % 22.8 % 10.8 % Solera 58.33 4,018 4,723 448 1,153 27.1 % 9.1 % 5.9 x 5.4 x 13.5 x 12.6 x 21.8 x 20.9 x 8.4% 7.0% 4.4% 68.9 % 43.6 % 23.2 % SS&C Technologies 29.98 2,424 3,350 86 1,012 28.5 % 29.8 % 6.1 x 4.7 x 15.2 x 11.6 x 21.1 x 16.5 x 29.7% 31.1% 28.1% 45.7 % 40.0 % 21.3 % Temenos 23.75 1,641 1,737 118 214 28.4 % 35.9 % 3.9 x 3.7 x 13.8 x 12.2 x 26.6 x 21.6 x 4.9% 12.7% 22.7% 68.3 % 28.0 % 13.8 % M ean 1,524 1,618 98 192 39.8 % 16.7 % 4.9 x 4.2 x 17.5 x 15.4 x 34.2 x 27.4 x 17.5% 21.9% 27.5% 66.0 % 28.3 % 15.1 % M edian 1,381 1,379 69 61 29.7 % 21.4 % 4.8 x 3.9 x 15.9 x 12.7 x 26.2 x 22.6 x 16.7% 21.1% 24.4% 67.2 % 27.1 % 12.9 %

*Sorted alphabetically within market segment

Capstone Partners 49 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 49 Capstone Partners Investment Banking Advisors

ObservationsTechnology & and RecommendationsTelecom Team

Capstone Partners 50 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.50 BUILT FOR THE MIDDLE MARKET.TM Technology & Telecom Team

DAVID MICHAELS Managing Director, Head of Technology & Telecom Group Phone: (858) 926-5950 Email: [email protected] David Michaels is a Managing Director of Capstone where he is responsible for managing the firm’s Technology & Telecom Group (TTG). David founded SagePoint Advisors in 2008, a boutique investment banking firm focused on providing merger, acquisition and strategic advisory services to growth companies in the technology and telecom sectors. Prior to founding SagePoint, David was a Co-Founder, Partner and Managing Director at Montgomery & Co., a leading investment bank focused on serving emerging-growth technology companies and their venture backers. David co-founded Montgomery’s investment banking business in 1996 and played an instrumental role in building the business to over $50 million in revenues and 80 employees. Mr. Michaels also ran the firm’s Communications and Digital Media Technology practice areas for several years prior to his departure. David has intimate knowledge of the strategic landscape, market dynamics and technology underpinnings of several high technology market segments including Mobile Software & Services, Consumer Internet, E-Commerce, Enterprise SaaS, Cloud & Infrastructure Software and Consumer, IT & Telecom Hardware. Prior to joining Montgomery in 1994, David worked at Bankers Trust Corporate Finance Department, where he helped execute merger and acquisition assignments. Prior to that, Mr. Michaels worked as a structural engineer at General Dynamics, Mr. Michaels received an M.B.A. in entrepreneurship from the Anderson School of Management at UCLA and holds a B.S. in Mechanical Engineering from the University of Michigan.

JOHN FERRARA President and Managing Partner Phone: (617) 619-3325 Email: [email protected] John Ferrara is the founder of Capstone, responsible for managing the firm’s investment and merchant banking operations. Over his 20+ year career in mergers & acquisitions, venture capital and management consulting, John has executed well over 100 transactions and related engagements. John was formerly a Regional Managing Partner with Andersen Corporate Finance, where he founded the Boston office and held various national and global leadership positions. He started his career in Lehman Brothers’ M&A group in New York, London and Riyadh, later becoming a founding member of Rodman & Renshaw's M&A practice in New York. After a break to compete in Australia's semi-professional baseball league, John joined The Deloitte Consulting Group in Los Angeles to focus on turnaround and interim management engagements. John is the founder of the Spirit Triumph Cancer Foundation, author of "Beyond the Waterspout" and owner in the Holyoke Sox, a baseball franchise in the NECBL. He was the recipient of the M&A Advisor “Deal Maker of the Year” award in 2010 and the “40 Under 40” award for entrepreneurial excellence in 2006. John earned his MBA from The Anderson School at UCLA and the London School of Economics, during which time he founded a corporate finance advisory boutique, JG Atlas Advisors, and its related investment arm, Atlantis Capital Partners. He holds dual BA degrees from Wesleyan University and is qualified as a General Securities Principal.

Capstone Partners 51 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 51 Technology & Telecom Team

TEAK MURPHY Vice President, Technology & Telecom Group Phone: (858) 345-2408 Email: [email protected] Teak joins Capstone as a Vice President in the Technology & Telecom Group, based out of San Diego. Prior to Capstone’s acquisition of SagePoint Advisors, Teak worked at SagePoint as a Senior Associate advising technology companies on mergers, acquisitions and strategic capital raises. Prior to joining SagePoint, Teak worked as a Senior Associate with Enterprise Partners Venture Capital, the largest Southern California based VC firm, where he evaluated investment opportunities and worked closely with senior management and board members to successfully grow portfolio companies. Prior to Enterprise Partners, Teak worked as an Associate in technology investment banking at Montgomery & Co. where he spent three years working closely with SagePoint's founder David Michaels on buy-side and sell-side M&A transactions. Prior to Montgomery, Teak worked at Cowen & Co. advising technology companies on M&A and IPO transactions. Teak's experience working on fund raising, mergers and acquisitions, and initial public offerings as both an advisor and investor provides unique insight into the needs of venture-backed companies. Teak graduated from the University of Southern California with honors, receiving a B.S. in Business Administration/Finance.

BRANDON OVERMYER Associate, Technology & Telecom Group Phone: (858) 926-5177 Email: [email protected] Brandon is an Associate in the Technology & Telecom Group, working closely with clients to execute and optimize mergers, acquisitions and strategic capital raises. Prior to joining Capstone, Brandon was an Analyst in technology investment banking with ArchPoint Partners in San Francisco, supporting the senior team on middle market domestic and cross-border technology transactions. Brandon has previously worked in varying roles with Apple, LG and a number of startup ventures in addition to civil litigation practice.

Brandon received his BA from University of Florida, graduating with distinction in three years. He received his JD from Baylor University School of Law and is a member of the Florida Bar.

Capstone Partners 52 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 52