Tech M&A Monthly

1 TECH M&A MONTHLY ….starts in 2 minutes

2 www.corumgroup.com

3 Past Attendees Include:

4 Past Conferences & Reports

. Private Equity Panel . 10 Key Terms in an M&A Contract . Google Acquisition Strategy . Deal Structures Today . Disruptive Tech Trend Reports: IoT Software, Majority Mobilization, Sports & Gaming, etc. . Special Reports: Patents, New Buyers, M&A Process, Increasing Deal Value…

5 TECH M&A MONTHLY ….starts in 1 minute

6 Merge Briefing . 90 Minutes

. Industry Update

. Overview of the M&A Process

. Upcoming events in:

. Nashville . Barcelona . Cincinnati . Dublin . East Brunswick . Berlin . Wilmington . Paris

7 Selling Up, Selling Out

. Half-Day

. Tech M&A Bootcamp

. The most attended tech executive conference in history

. Upcoming events in:

. Atlanta . Salt Lake City . Denver . Phoenix . Berlin

8 8 Stages for an

Optimal Outcome 1

Due Preparation Research Contact Discovery Negotiation Closing Integration Diligence

9 Typical Negotiation Flow

Seller Buyer Seller Discovery presents delivers an delivers process is valuation opening counter complete guidance offer offer

10 AVOIDING THE DEAL DISASTERS

11 Upcoming Conference Schedule

Selling Up Selling Out (SUSO) - Ready to go to market? During this half-day workshop, learn to prepare, position, research, value, negotiate, and execute due diligence for maximum price and structure. This is the most attended Tech M&A event ever – participants have done over $1 trillion in transaction value.

Merge Briefing (MB) - The Merge Briefing is a 90-minute executive briefing providing a current M&A market update (trends, valuations, etc.), as well as a brief overview of the Tech M&A process: “8 Steps To An Optimal Outcome.”

Sep. 14: Atlanta –SUSO Sep. 27: Denver –SUSO Sep. 15: Nashville –MB Sep. 28: Phoenix –SUSO Sep 16.: Cincinnati –MB Sep. 29: Berlin –SUSO Sep. 20: Salt Lake City –SUSO Oct. 4: Detroit –SUSO Sep. 21: East Brunswick –MB Oct. 13: Munich –SUSO Sep. 22: Wilmington –MB Oct. 18: Dublin –MB Sep. 27: Barcelona –MB Oct. 19: Stockholm –SUSO

www.CorumGroup.com/Events

12 Logistics

. Ask questions any time . Use Q&A tab on bottom of screen . Click “Refresh Now” to view responses

. This event is being recorded . European broadcast September 9, 1 PM Berlin Time . On demand webcast will be available at www.corumgroup.com

13 Tech M&A Monthly 12 Steps to a Successful Valuation

September 8, 2016

14 Welcome

Bruce Milne CEO Corum Group Ltd.

A leader in the software industry, Bruce has founded or owned four software companies, including the largest vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related company in the world.

He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of the WTIA, the nation’s most active regional technology trade association.

He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200 most influential individuals in the IT community in Europe. He was also the only American juror for the recent Tornado 100 Awards given to Europe’s top technology firms

A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for success, including Power Planning. He is a frequent lecturer and author.

15 Agenda

.Welcome .Non-Tech Buyers .September 2016 Research Report .12 Steps to a Successful Valuation .Q&A

16 “…increased activity from non-tech buyers” -- 451 Group

17 Corum Research Report

Elon Gasper Yasmin Khodamoradi Vice President, Analyst Director of Research

18 Public Markets 35% Weekly Percentage Change

30% NASDAQ S&P TECH Dow Jones

25%

20%

15%

10%

19 The Bull Market, 2009-Present Last 12 months 350% Daily Percentage Change

300% NASDAQ S&P TECH Dow Jones

250%

200%

150%

100%

50%

20 Macro view: 4 Longest* Bull Market Runs

Start End Years Dotcom Bubble Oct. 11, 1990 Mar. 24, 2000 9.5

Current Mar. 9, 2009 ? 7.5

Postwar Boom Jun. 13, 1949 Aug. 2, 1956 7.1

That 70s Inflation Oct. 3, 1974 Nov. 28, 1980 6.2

*Since the Great Depression. Source: S&P Capital IQ, The Associated Press

21 Corum Index Aug. 2015 Aug. 2016 Transactions 321 292 9%

Market Mega Deals 4 9 125%

Largest Deal $8.0B $4.3B 46%

Aug. 2015 Aug. 2016 Private Equity Deals 13 29 123% Pipeline VC Backed Exits 47 54 15%

Aug. 2015 Aug. 2016

Cross Border 27% Transactions 30% 38% Attributes Start-Up 27%0% Acquisitions 15% 11% Average Life of Target 13 yrs 16 yrs 23%

22 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B $1.4B

$1.1B $1.5B $1.0B $1.5B

$1.2B $1.6B $1.1B $1.8B

$1.5B $1.7B $1.7B $1.3B $2.0B

$1.5B $2.2B $2.1B $1.4B $2.2B

$1.5B $3.1B $2.4B $2.5B $3.3B $3.1B

$2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

23 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B $1.4B

$1.1B Target: Rackspace US [USA] $1.5B $1.0B $1.5B Acquirer: Apollo Global Management [USA] $1.2B $1.6B Transaction Value: $4.3B (2.1x EV/Sales and 6.4x EBITDA) $1.1B $1.8B

$1.5B $1.7B $1.7B $1.3B $2.0B

$1.5B $2.2B $2.1B $1.4B $2.2B

$1.5B $3.1B $2.4B $2.5B $3.3B $3.1B

$2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

24 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B $1.4B

Target: Merkle [USA] $1.1B $1.5B $1.0B $1.5B Acquirer: Dentsu Aegis Network [United Kingdom] Transaction Value: $1.5B (reported) $1.2B $1.6B $1.1B $1.8B

$1.5B $1.7B $1.7B $1.3B $2.0B

$1.5B $2.2B $2.1B $1.4B $2.2B

$1.5B $3.1B $2.4B $2.5B $3.3B $3.1B

$2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

25 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B Target: LanguageLine Solutions [USA] $1.4B Acquirer: Teleperformance [France] $1.1B $1.5B Transaction Value: $1.5B $1.0B $1.5B $1.2B $1.6B $1.1B $1.8B

$1.5B $1.7B $1.7B $1.3B $2.0B

$1.5B $2.2B $2.1B $1.4B $2.2B

$1.5B $3.1B $2.4B $2.5B $3.3B $3.1B

$2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

26 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B Target: Sensus [USA] $1.4B Acquirer: Xylem [USA] $1.1B $1.5B Transaction Value: $1.7B (2.0x EV/Sales and 8.9x EBITDA) $1.0B $1.5B $1.2B $1.6B $1.1B $1.8B

$1.5B $1.7B $1.7B $1.3B $2.0B

$1.5B $2.2B $2.1B $1.4B $2.2B

$1.5B $3.1B $2.4B $2.5B $3.3B $3.1B

$2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

27 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B $1.4B

$1.1B $1.5B $1.0B $1.5B

$1.2B $1.6B $1.1B $1.8B Target: Intel Security (former McAfee) [USA] $1.5B $1.7B $1.7B $1.3B Acquirer: TPG Capital [USA] $2.0B Transaction Value: $3.1B $1.5B $2.2B $2.1B $1.4B $2.2B

$1.5B $3.1B $2.4B $2.5B $3.3B $3.1B

$2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

28 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B $1.4B

$1.1B $1.5B $1.0B $1.5B

$1.2B $1.6B $1.1B $1.8B

$1.5B $1.7B $1.7B $1.3B $2.0B Sold to $1.5B $2.2BNon-Core Software Assets$2.1B $1.4B $2.2B

$1.5B $3.1B $2.4B $2.5B $3.3B $3.1B Target: HPE Non-Core Software Assets [USA] Acquirer: Micro Focus International [UK] $2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Transaction Value: $8.8B (estimated)Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

29 Horizontal Application Software Market Public Valuation Multiples

Since Q2Aug. 2016 Corum Analysis

Upbeat increase to EV multi-year highs… Sales 3.7x

…with EBITDA taking EV a step back, as the EBITDA 18.2x market prioritizes growth over profits.

30 Mega Deals - 2016 YTD $1.1B

$1.0B $1.0B $1.2B

$1.0B $1.1B $1.3B

$1.0B $1.4B $1.4B

$1.1B $1.5B $1.0B $1.5B

$1.2B $1.6B $1.1B $1.8B

$1.5B $1.7B $1.7B $1.3B $2.0B Target: Interactive Intelligence [USA] Acquirer: Genesys [USA] $1.5B $2.2B $2.1B $1.4B $2.2B Transaction Value: $1.4B (3.3x EV/Sales) $1.5B $3.1B $2.4B $2.5B $3.3B $3.1B

$2.0B $4.3B $2.6B $2.8B Intellectual $3.5B $3.9B Property Solutions $3.0B $2.7B $5.0B $2.7B $4.8B $4.6B

$4.4B $6.0B $5.9B $3.3B $7.0B $8.8B IT Services division Non-Core Software Assets

$8.5B $6.0B $6.9B $9.3B $26.2B $32.4B CONSUMER IT SERVICES VERTICAL HORIZONTAL INTERNET INFRASTRUCTURE $19B $27B $29B $31B $49B $65B

31 Horizontal Application Software Market Deal Spotlight: Enterprise Resource Planning

Since Q2Aug. 2016 Corum Analysis

Sold to Upbeat increase to EV multi-year highs… Sales 3.7x Target: Greentree International [New Zealand] Acquirer: MYOB Technology [Bain Capital] [Australia] Transaction Value: $20.2M

- ERP, CRM, SCM and BI software and SaaS - Boosts MYOB’s reach into enterprise mid-market …with EBITDA taking EV a step back, as the - Likely to kick off MYOB’s further acquisitions in the space EBITDA 18.2x market prioritizes growth over profits.

32 Horizontal Application Software Market Deal Spotlight: Project Portfolio Management

Since Q2Aug. 2016 Corum Analysis

Sold to Upbeat increase to EV multi-year highs… Sales 3.7x Target: Innotas [USA] Acquirer: Planview [Insight Venture Partners] [USA] Transaction Value: $80M (5.3x EV/Sales)

- Project & portfolio management SaaS - Expands Plainview’s business with small and mid-size customers…with EBITDA taking EV a step back, as the - Both Innotas and Plainview recognized as leaders in the Gartner Magic Quadrants EBITDA 18.2x market prioritizes growth over profits.

33 Horizontal Application Software Market Deal Spotlights: Horizontal Other

Since Q2Aug. 2016 Corum Analysis Sold to

Upbeat increase to Target: Quip [USA] EV Acquirer: salesforce.com [USA] multi-year highs… SalesTransaction Value: $410M 3.7x - Team collaboration and document management SaaS

Sold to …with EBITDA taking EV Target: BeyondCore [USA] Acquirer: salesforce.com [USA] a step back, as the EBITDATransaction Value: $110M (22x EV/Sales)18.2x market prioritizes - Big data and predictive analytics SaaS growth over profits.

34 Horizontal Application Software Market Deal Spotlight: Horizontal Other

Since Q2Aug. 2016 Corum Analysis

Sold to Upbeat increase to EV multi-year highs… Sales 3.7x Target: Orbitera [USA] Acquirer: Google [USA] Transaction Value: $100M (reported)

- Third-party e-commerce SaaS for ISV and businesses - Helps Google to withstand Microsoft Azure and AWS’ cloud computing…with supremacy EBITDA taking EV a step back, as the - Integrates with Google Cloud Platform EBITDA 18.2x market prioritizes growth over profits.

35 Consumer Software Market Public Valuation Multiples

Since Q2 Aug. 2016 Corum Analysis

Both multiples EV bounced back to May Sales 2.1x levels…

…as rising consumer spending supports EV demand. EBITDA 16.2x

36 Consumer Software Market Deal Spotlights: Gaming Infrastructure

Since Q2 Aug. 2016 Corum Analysis Sold to Both multiples bounced back to May EV Target: Curse [USA] Acquirer: Twitch Interactive [USA] levels… Sales 2.1x - MMO gaming add-on and on-line community

Sold to …as rising consumer spending supports EV Target: Beam Interactive Inc. [USA] demand. EBITDAAcquirer: Microsoft Corporation [USA]16.2x

- Online interactive video game streaming services

37 Consumer Software Market Deal Spotlights: Gaming Infrastructure

Since Q2 Aug. 2016 Corum Analysis

Both multiples EV bounced back to May Sold to levels… Sales 2.1x

Target: Sandboxr [USA] Acquirer: WhiteClouds [USA]

- Online service enabling video games players to customize and print in 3D…as objects rising from the consumer game spending supports EV - Sandboxr partnerships include video game studios, Hollywood studios & Amazon demand. EBITDA 16.2x

38 Consumer Software Market Deal Spotlight: Gambling

Since Q2 Aug. 2016 Corum Analysis

Sold to Both multiples EV bounced back to May levels… Sales 2.1x Target: DEQ Systems [Quebec, Canada] Acquirer: Scientific Games [USA] Transaction Value: $20.7M (2.9x EV/Sales)

- Casino gaming systems and related integration services …as rising consumer spending supports EV - Enables buyer to diversify its table games offerings & expand international presence demand. EBITDA 16.2x

39 Consumer Software Market Deal Spotlight: Gaming

Since Q2 Aug. 2016 Corum Analysis

Sold to Both multiples EV bounced back to May levels… Sales 2.1x

Target: Kopla Games [Finland] Acquirer: flaregames [Germany]

- Mobile iOS and Android role playing video games …as rising consumer - The deal followed a successful partnership on Nonstop Knightspending game supports EV - First acquisition by the German game publisher demand. EBITDA 16.2x

40 Consumer Software Market Deal Spotlights: Entertainment

Since Q2 Aug. 2016 Corum Analysis

Both multiples EV Sold to bounced back to May levels… Sales 2.1x

Target: Surreal [USA] Acquirer: STX Entertainment [USA]

- Produces, markets and distributes films, TV shows and digital programs globally …as rising consumer - The deal is deemed to help form STX’s full-scale VR contentspending division supports EV - Comes on heels of investment from Tencent Hong Kong telecomdemand. giant PCCW EBITDA 16.2x

41 Infrastructure Software Market Public Valuation Multiples

Since Q2 Aug. 2016 Corum Analysis

Relatively stable values EV as sector searches for Sales 3.4x direction after heavy consolidation last year…

…leading to demand for EV profits as EBITDA jumps EBITDA 14.0x to highs for the year.

42 Infrastructure Software Market Deal Spotlights: AI

Since Q2 Aug. 2016 Corum Analysis Sold to Relatively stable values as sector searches for EV Target: Turi [USA] Acquirer: Apple [USA] direction after heavy SalesTransaction Value: $200M (reported) 3.4x consolidation last - Open source, big data, machine-learning predictive analysis software year…

Sold to

…leading to demand for EV Target: Nervana Systems [USA] profits as EBITDA jumps Acquirer: Intel Corporation [USA] EBITDATransaction Value: $400M (reported) 14.0x to highs for the year. - AI-focused SaaS for robotics, hardware, training of deep neural networks, software development

43 Infrastructure Software Market Deal Spotlights: Security - Identity and Access Management

Since Q2Sold Aug. to 2016 Corum Analysis

Target: Sypris Electronics (CSS business) [USA] Acquirer: Analog Devices [USA] Relatively stable Transaction value: $42M values as sector EV - Secure encrypted communications, key management and identity authentication software systemssearches for direction Sales 3.4x after heavy Sold to consolidation last Target: PhenixID [Sweden] year… Acquirer: Clavister [Sweden] Transaction value: $7.6M

- Identity and access management software and services …leading to demand for EV Sold to profits as EBITDA jumps to highs for the year. EBITDATarget: 2FA [USA] 14.0x Acquirer: Identity Automation [USA]

- Authentication tokens, card readers and IAM software

44 Infrastructure Software Market Deal Spotlight: Enmeshed Systems

Since Q2 Aug. 2016 Corum Analysis

Relatively stable values EV Sold to as sector searches for Sales 3.4x direction after heavy consolidation last Target: Movidius [USA] year… Acquirer: Intel Corporation [USA]

- System-on-chip computer vision for drones, AR/VR, robots, security cameras, etc. - Synergy with Intel’s RealSense camera technology …leading to demand for EV - Enables machines to see, understand and take action profits as EBITDA jumps EBITDA- Includes algorithms for deep learning,14.0x depth processing and naturalto highs interactions for the year.

45 Corum Research Report

Elon Gasper Yasmin Khodamoradi Vice President, Analyst Director of Research

46 12 Steps to a Successful Valuation Corum Group

S Research B E U L Publications Y L E Education E R R S Valuation S

Transactions

48 Valuation Expertise

49 Possible Valuation Purposes

. To plan or settle estate tax issues . To generate settlement in a divorce . To obtain bank financing . To implement an employee stock ownership plan (ESOP) . To fulfill the requirements of a buy / sell agreement . To negotiate with venture investors . To satisfy the curiosity of a business owner . For the purposes of a strategic sale (auction process)

50 10 Ways to Value a Company

. Sales multiple – Public peer group . Earnings multiple – Public peer group . Comparable M&A transaction analysis . Discounted cash flow (DCF) . Replacement cost analysis . Dollars per R&D Developer . Internal rate of return (IRR) . Liquidation value . Book value . Internal Transaction Price

51 12 Steps to a Successful Valuation

1. Why do a Valuation? 2. Performing a SWOT Analysis 3. Creating a Company and Market Overview 4. Developing Pro Forma Financials 5. Understanding Valuation Methodologies 6. Mapping Public Peer Groups 7. Finding Comparable Transactions 8. Using Discounted Cash Flow (DCF) 9. Calculating Discount Rates 10. Determining Replacement Value 11. Weighting Valuations 12. When to Present a Valuation

52 Why do a valuation?

Rob has over 30 years of executive and entrepreneurial experience in multiple technologies: Integrated circuit testing, industrial process automation and control, communications software, security software, and energy software and services.

Rob has founded and sold several companies and engaged in two IPOs. He was most recently CEO of Evergreen Fuel Technologies, Inc. in the energy sector. Rob is a broadly skilled strategic development professional with a proven reputation for targeting, negotiating and developing profitable ventures and a demonstrated ability to successfully analyze an organization's critical business requirements, identify deficiencies and opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer relationships.

Rob Schram Senior Vice President Corum Group Ltd.

53 Leverage using a Professional Intermediary

I may not be the only Wonderful bidder. This seller if I buy you, terrible if I is serious. don’t.

Potential Seller Intermediary Acquirer

54 Perform a SWOT Analysis

As a serial entrepreneur and investment banker, Rob Griggs has had a successful 35+ year career in the high technology arena. Early in his career he was a top performer at Apple before starting his first software company in the mid-1980’s. As a founder of Authorware / MacroMedia, NetRadio, Wit Capital, and many other companies, Rob’s sales, marketing, business development and capital raising skills have been honed over supporting hundreds of company financial transactions during his career.

His success and extensive experience in software M&A uniquely qualify him as an expert in building value and realizing wealth. Rob joined Corum Group, the world’s leading software M&A firm, with a specific focus on educating and helping prospective sellers maximize the value of their technology companies. Rob Griggs Vice President Corum Group Ltd.

55 Perform a SWOT Analysis

Helpful Harmful

Strengths Weaknesses Internal

Opportunities Threats External

56 Creating a Company/Market Overview

Steve joined Corum after 25 years of executive experience in various high-tech industries with both public and private venture-backed startups. He has extensive global experience, opening international markets and growing sales from zero to tens of million in revenue. He has been on the forefront of selling several companies and spinning off software divisions, highlighted by the sale of GetFon to Alestra (AT&T Mexico). He is fluent in Spanish.

Steve was the founding CEO of Solera Networks, a real-time intrusion detection security company. He also co-founded Auction Trust Network, an eCommerce company for online exchanges; which he sold to MediaForge (Rakuten Marketing).

Steve is a board member of several software companies and has industry expertise in several areas: enterprise apps and infrastructure, security, mobile and wireless, media & entertainment, supply chain, and embedded devices/systems (IoT). Steve Jones Vice President Corum Group Ltd.

57 Developing Pro Forma Financials

Allan has over 30 years of executive and entrepreneurial experience and has built and sold several software companies in sectors including, manufacturing, supply chain, big data, predictive analytics and social networks. He has deep understanding of Aerospace, Automotive, High Tech, Healthcare, Consumer Products and Military Contracting operating models.

Allan has extensive international experience and lived in Germany for a time working for SAP, following the sale of his company to them in 2009.

Allan Wilson Vice President Corum Group Ltd.

58 Developing Pro Forma Financials

Actual Adjustment Recast Revenue License $10,000,000 $10,000,000 Support & Maintenance $6,000,000 $6,000,000 Consulting $4,000,000 $4,000,000 Total Revenue $20,000,000 $20,000,000 Cost of Revenue $5,500,000 $5,500,000 Gross Margin $14,500,000 $14,500,000 Earnings Before Tax $3,100,00 $4,387,400 Operating Expenses Sales & Marketing $4,800,000 ($4,900) $4,795,100 R&D Expense $2,000,000 $2,000,000 General & Administration $3,600,000 ($1,215,900) $2,384,100 Other Operating Exp. $600,000 ($16,600) $583,400 Total Operating Expense $11,000,000 $9,762,600 Operating Income $3,500,000 $4,737,400 Other Expenses Interest Expense $250,000 ($50,000) $200,000 Depreciation $150,000 $150,000 Earnings Before Tax $3,100,000 $4,387,400

59 Understanding Valuation Methods

Peter Prince has spent the last 27 years involved in starting and growing software companies or large divisions of international software companies. As well as following his entrepreneurial spirit he has held a number of senior roles for both privately held and public companies. He was part of several key acquisitions such as Software Artistry to IBM, Infinium to SSA GT and SSA Global to Golden Gate (Infor).

He was President of SSA Global EMEA prior to its sale and then CEO of Cogniti.

Peter has a diverse background within the software industry spanning Operations, Sales, Mergers and Acquisitions and Integration. He’s been retained by some of the largest Private Equity firms in an advisory capacity.

Peter has also focused on investing both time and funding into start-up and young Peter Prince companies over the recent years in a diverse range of sectors. Vice President He attended Chiltern University attaining a business degree and later attended Harvard Corum Group Ltd. Business School successfully completing an executive course, Launching New Ventures.

60 Core Valuation Methods . Sales Multiple (EV/S) – Public Peer Group Revenue multiple of similar publicly traded companies

. Earnings Multiple (EV/EBITDA) – Public Peer Group Earnings multiple of similar publicly traded companies

. Comparable M&A Transactions Sales multiple of companies like yours that have sold

. Discounted Cash Flow The present value of all future cash flows

. Replacement Cost Analysis How much it would take to replace your product offering

61 Mapping Public Peer Groups

Ivan Ruzic has had a successful 30+ year career in the software business that has included virtually every senior executive role. His resume spans marquee companies such as BEA systems, Novell and Borland as well as multiple startups including his own. His international experience is extensive and in addition to the United States has been involved in mergers and acquisitions in Europe, Africa and Asia.

His success and extensive experience qualify him as an expert in building value and realizing wealth. Ivan joined Corum Group, the world’s leading software M&A firm, with a specific focus on educating and helping prospective sellers maximize the value of their technology companies.

Ivan Ruzic, Ph.D. Vice President Corum Group Ltd.

62 (in USD Millions) Comparables – Public Peer Group

Market Enterprise Trailing Twelve Months Forward Ticker Company Price Value Value Sales EBITDA EPS Sales EPS

BMC BMC 47.71 8,477 7,300 1,960 643 2.47 2,140 3.19

CA CA Technologies 25.06 12,821 11,570 4,440 1,626 1.54 4,710 2.08

CVG Convergys 13.21 1,609 1,740 2,630 143 1.08 2,240 1.14

EGAN eGain Communications 1.35 30 33 35 6 0.18 N/A N/A

ININ Interactive Intelligence 35.95 640 438 152 23 0.55 191 1.23

NICE NICE Systems 35.40 2,220 1,850 662 99 0.69 761 2.02

PEGA Pegasystems 36.01 1,334 1,270 320 31 0.14 426 1.27

RNOW RightNow Technologies 26.86 869 717 176 17 0.23 215 0.64

SPRT Support.com 6.76 319 236 38 (18) (0.38) 66 (0.07)

SYMC Symantec 17.39 13,499 13,900 5,990 1,743 0.97 6,440 1.54

VRNT Verint Systems Inc 35.18 1,290 1,710 713 84 (0.61) 772 2.62

63 (in USD Millions) Comparables – Public Peer Group

Trailing 12-Month Multiples Forward Multiples Ticker Company Sales Earnings Sales Earnings BMC BMC 3.72 x 11.36 x 3.41 x 14.96 CA CA Technologies 2.61 x 7.12 x 2.46 x 12.05 CVG Convergys 0.66 x 12.18 x 0.78 x 11.59 EGAN eGain Communications 0.95 x 5.86 x N/A N/A ININ Interactive Intelligence 2.89 x 18.90 x 2.30 x 29.23

NICEAfter 25% NICE Liquidity Systems Discount 2.10 x 2.79 x 11.59 x 18.72 x 1.83 x 2.43 x 11.22 x 17.52 PEGA Pegasystems 3.97 x 41.23 x 2.98 x 28.35 Applied Financial Metric $4,300,000 $900,000 $7,500,000 $1,742,000 RNOW RightNow Technologies 4.08 x 42.95 x 3.34 x 41.97 Implied Value $9,000,000 $10,400,000 $13,725,000 $19,550,000 SPRT Support.com 6.25 x nm 3.56 xnm SYMC Symantec 2.32 x 7.97 x 2.16 x 11.29 VRNT Verint Systems Inc 2.40 x 20.38 x 2.21 x 13.43

Median Multiple 2.79 x 15.45 x 2.44 x 14.96 x After 25% Liquidity Discount 2.10 x 11.59 x 1.83 x 11.22 x Applied Financial Metric $4,300,000 $900,000 $7,500,000 $1,742,000 Implied Value $9,000,000 $10,400,000 $13,725,000 $19,550,000 (in $millions)

*nm (not meaningful) for multiples over 50x or negative

64 Finding Comparable Transactions

Peri Pierone has spent the last 25 years creating value in the B2B software marketplace. He has held numerous strategic roles with large global firms like SAP, Business Objects and Fiserv where he was part of several key acquisitions and was responsible for introducing a variety of new applications to market. Peri has also held leading roles in several small privately held software companies that eventually sold to large private equity firms or to other strategic buyers. Through the years he has been intimately involved as an insider on numerous transactions as the acquirer and as the one positioning itself to be acquired.

Most recently he was CEO of Axiom EPM, where he led the company’s transformation from a traditional enterprise license business to a true SaaS offering. He was instrumental in driving the sale of the company in 2014 to strategic buyer, Kaufman Hall.

Peri Pierone He received his bachelor’s degree in business from the University of Washington and his Vice President M.B.A from Keller Graduate School. Corum Group Ltd.

65 Comparables - Transactions (in USD Millions)

Date Purchase Seller Revenue EV/S Buyer Seller Announced Price TTM Multiple Consona Corp. [fka Made2Manage Systems] SupportSoft Inc. (Enterprise business) $20.0 $42.1 0.48 x SupportSoft's enterprise business, which provides enterprise technical support software and services to digital service Apr-09 providers, corporate IT departments and managed service providers globally. Alcatel-Lucent Motive Communications, Inc. Jun-08 $67.8 $64.4 1.05 x Provides Interent and IP-based cable television service management software to telecommunications service providers. Oracle Corporation Art Technology Group, Inc. Provides a broad range of e-commerce software and software as a service (SaaS) for businesses globally. Software Nov-10 $1,000.0 $193.9 5.16 x provides features for online payments, merchandising, email marketing, business analytics, content management and customer service automation. Pitney Bowes Inc. Portrait Software Jun-10 $64.1Target's $23.3 2.75 x Provides customer interaction management,Seller analytics and optimization software for businesses globally. Buyer Deal Value Revenue Pegasystems Inc. Chordiant Software, Inc. Mar-10 $161.5 $76.3 2.12 x Provides customer experience management (CEM) software for the telecom, healthcare, insurance and financial services sectors. Enghouse Systems Limited Mettoni Group Ltd Provides, through its subsidiaries, call center management and customer care software and telecommunications expense Apr-10 $22.6 $25.7 0.88 x management software as a service (SaaS) for businesses globally. Software is compatible with Cisco, Nortel and Avaya systems. Support.com [fka SupportSoft Inc.] YourTechOnline.com Inc. May-08 $2.7 $2.3 1.17 x Provides technology support and repair services to customers in North America. Services are delivered remotely over the Internet. Convergys Corporation Intervoice, Inc. [Intervoice-Brite, Inc.] Jul-08 $335.0 $206.2 1.62 x Provides interactive voice response and call center automation software to enterprises and telecommunications markets. salesforce.com InStranet Provides contact center and sales content management software to businesses. Applications automate the dispersal of Aug-08 $31.5 $15.0 2.10 x customer service-focused information.Customers include 3M, AXA, BNP Paribas, France Telecom, Orange, SFR Cegetel, Wanadoo and Zurich North Art Technology Group, Inc. InstantService, Inc. Jan-10 $17.0 $5.5 3.09 x Provides chat and email-based customer service automation and analytics software as a service (SaaS) for businesses. OpSource, Inc. LeCayla Technologies Limited Feb-08 $1.0 $0.2 5.00 x Provides customer metering, on-boarding and billing software for software as a service (SaaS) and web based applications software providers. Software records and reports software usage allowing providers to offer SaaS on a pay Median Sales Multiple 2.10x per use and metered basis. Implied Value $9,000,000

66 Using Discounted Cash Flow (DCF)

Daniel Bernstein has worked in a number of roles over a twenty year career in high technology, most recently as the founder and CEO of Sandlot Games Corporation, a leading casual games publisher and developer. Having sold Sandlot Games to Digital Chocolate in 2011, Daniel started a small games studio and a consulting practice where he advises larger companies such as RealNetworks and smaller high growth businesses on product development, strategic initiatives, and M&A opportunities.

Prior to Sandlot Games, Daniel Bernstein held director level positions in companies such as Wild Tangent and Monolith. An accomplished composer, Daniel also writes music for most of the games he works on.

Daniel holds a BS in Computer Science and an MA in Music Composition from the University of Virginia. Daniel Bernstein Vice President Corum Group Ltd.

67 Calculating Discounted Cash Flow (DCF) Terminal Y1 Y2 Y3 Value $1.5M $2.3M $3M $18.7M × 2.18 1.251 1.252 1.253 1.253

$1.2M $1.5M $1.5M $20.9M

Y1 Earnings = $1.5M Y2 Earnings = $2.3M Y3 Earnings = $1.5M Y3 Revenue = $18.7M $25.1M Terminal Multiple = 2.18x Discount factor = 25%

68 Calculating Discount Rates

Steve was previously a corporate development executive with Verint Systems, Sage Group plc, and ran a new ventures group for The Weather Channel. Prior to that he was CEO of iTendant, a SaaS and mobile software company he co-founded in 2000. He is the author of the "The Risk Premium Factor: A New Model for Understanding the Volatile Forces that Drive Stock Prices" (Wiley 2011) and has also published in the Journal of Applied Corporate Finance, Ad Age, CNBC.com and is a regular contributing author for the Seeking Alpha investment website. Steve is also inventor of U.S. Patent 9,378,515, which deals with the availability of mobile content based on a user's location and the time of transmission.

He holds an MBA from the Darden School of Business at the University of Virginia and a B.S. from Rensselaer Polytechnic Institute.

Steve Hassett Vice President Corum Group Ltd.

69 Determining Replacement Value

Dave joined Corum in 2015 and has a diverse background in technology and life sciences. As an executive and entrepreneur, Dave has been operating and investing in companies sitting at the convergence of commerce and eCommerce as well as innovative life science businesses for over twenty-five years. Recently, Dave was CEO North America for Gaxsys, an eCommerce and logistics company that is a leader in last mile logistics and fulfillment for eCommerce marketplaces.

Dave has been on both sides of the mergers and acquisitions table having sold a life science technology company, facilitated sell side and buy side technology transactions and has also scaled multiple technology companies globally in the eCommerce, life sciences and innovation intelligence markets. Dave sits on boards of public and private companies including one company that recently filed for an IPO.

Dave holds a business degree from the Indiana University, Kelley School of Business. David Levine Vice President Corum Group Ltd.

70 Replacement Value Analysis

Fully burdened cost per person $100,000 Number of people per year 25 Number of Years in Development 3 $7,500,000

Fully burdened cost per contractor $ 66,000 Number of contractors per year 5 Number of Years in Development 3 $990,000 Fully burdened cost to develop software $8,490,000 Time to Market Factor 1.50x Valuation Based on Replacement Value $12,735,000

71 Weighting Valuations

Jon joined Corum in 2010 out of their Seattle headquarters and is now based in Amsterdam. He has close to 30 years experience serving high technology companies with the last 20 mainly in chief operating and chief executive roles. During this time Jon has become known for his ability to successfully integrate strategies and tactics into well executed operating plans, building strong teams and achieving excellent results.

Jon has served as President and CEO of The PowerTech Group, a security and compliance software company sold to Help/Systems in 2008, and Microserv Technology Services, a nationwide tech services company which was acquired by Halifax Corporation in 2003. Earlier he served as President and COO of Traveling Software, a leading developer of communications software in Seattle. Prior to his operating roles Jon held vice president roles in sales, marketing and business development for technology companies. Jon Scott Managing Director Jon has taught in the software product management program at the University of Washington and holds a business administration degree from San Francisco State Corum Group University. International

72 Weighting Valuation Methods

Financial Applied Implied Value Weight Weighted Value Comparable Public Company Analysis Metric Multiple

Trailing Multiples Enterprise Value/TTM Revenue 4,300,000 2.10 x 9,000,000 8.3% 750,000

Trailing P/E 900,000 11.59 x 10,400,000 8.3% 870,000

Forward Multiples Enterprise Value/FY Revenue 7,500,000 1.83 x 13,725,000 8.3% 1,100,000

Forward P/E - FY Earnings 1,742,000 11.22 x 19,550,000 8.3% 1,600,000 Total Weighting of 33.3% 4,320,000 Method

Comparable Transaction Analysis 4,300,000 2.1 x 9,000,000 33.3% 3,000,000

Discounted Cash Flow Analysis 21,750,000 33.3% 7,200,000

Total Weighted Fair Market Value $14,500,000

Assumptions/Definitions: EV = Enterprise Value (Market Capitalization + Debt - Cash)

73 When to Present a Valuation

Entertainment software entrepreneur Jim Perkins is directly responsible for publishing some of the industry’s biggest franchises, including Unreal, Duke Nukem, Wolfenstein, Doom, Hunting Unlimited, and Driver. A well-known senior executive with a 22-year track record of publishing such bestselling hits, he founded and grew two highly successful software publishing companies (FormGen and ARUSH) from start-ups to multi-million dollar enterprises.

Jim also launched Radar Group, the first Transmedia Incubation Company to monetize entertainment franchises across all media, including film and television. His success and extensive experience in software production, marketing and public relations, packaging, online and retail distribution and software M&A, uniquely qualify him as an expert in building value and realizing wealth. Jim joined Corum Group, the world’s leading software M&A firm, with a specific focus on educating and helping prospective Jim Perkins sellers maximize the value of their digital media companies. Executive Vice President Corum Group, Ltd.

74 Valuation - Present as Late as Possible

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75 12 Steps to a Successful Valuation

76 Q&A

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78 After the Deal – Celebration

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