TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SECTOR REVIEW │ 3Q 2016

www.harriswilliams.com

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

HARRIS WILLIAMS & CO. OVERVIEW

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM CONTENTS . DEAL SPOTLIGHT . M&A TRANSACTIONS – 2Q 2016 KEY FACTS . SOFTWARE M&A ACTIVITY . 25 year history with over 120 . SOFTWARE SECTOR OVERVIEWS closed transactions in the . SOFTWARE PRIVATE PLACEMENTS last 24 months OVERVIEW . SOFTWARE PUBLIC COMPARABLES . Approximately 250 OVERVIEW professionals across seven . TECHNOLOGY IPO OVERVIEW offices in the U.S. and . DEBT MARKET OVERVIEW Europe . APPENDIX: PUBLIC COMPARABLES DETAIL . Strategic relationships in India and China HW&Co. Office TMT CONTACTS Network Office UNITED STATES . 10 industry groups Jeff Bistrong Managing Director HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS [email protected] Sam Hendler SOFTWARE / SAAS & DIGITAL MEDIA Managing Director [email protected] . Enterprise Software . IT and Tech-enabled . AdTech and Marketing . Digital Media and Content Services Solutions Mike Wilkins . Data and Analytics . eCommerce Managing Director . Infrastructure and . and . Consumer Internet . Mobile [email protected] Managed Services Security Software EUROPE Thierry Monjauze TMT VERTICAL FOCUS AREAS Managing Director [email protected] . Education . Fintech . Manufacturing . Public Sector and Non-Profit . Energy, Power, and . Healthcare IT . Professional Services . Supply Chain, Transportation, TO SUBSCRIBE PLEASE EMAIL: Infrastructure and Logistics *[email protected]

SELECT RECENT HW&CO. TMT TRANSACTIONS

Baarsma B2C trades as:

has received a majority has been has been has been acquired by has acquired has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by investment from recapitalized by recapitalized by

PAGE | 1 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

CASE STUDY: DAXKO HW&Co.’s TMT Group advised and its portfolio company, Daxko, on a majority recapitalization transaction led by GI Partners.

Date Closed: . Leading provider of SaaS-based software and services to member-based health and wellness centers, offering end- 9/22/2016 to-end solutions for club and member management, including engagement and payments solutions. Relevant Sectors: a portfolio company of . Charlotte-based firm targeting investments  SaaS / Application across the business & technology services, communications, Software and healthcare industries, and currently investing out of its has been recapitalized by $650 million Pamlico Capital III fund.  Fintech / Payments

 Non-Profit Software . -based private equity firm targeting investments in the software, tech-enabled services, IT  Health & Wellness infrastructure, and healthcare sectors, and actively investing out of its $2 billion GI Partners Fund IV fund.

THE DEAL

. Positions Daxko well to meet the increasingly complex needs of multi-site and multi-purpose health and wellness facility operations and gives GI Partners the ability to leverage Daxko’s market leadership, scale, and history of successful strategic acquisitions as a platform for further industry consolidation.

HW&CO. DEAL CONTACTS

Jeff Bistrong Tyler Dewing Priyanka Naithani Managing Director Director Vice President [email protected] [email protected] [email protected] Office: (617) 654-2102 Office: (617) 654-2133 Office: (617) 654-2115

PAGE | 2 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

SELECT SOFTWARE M&A TRANSACTIONS – 3Q 2016

Announced EQT’s pending take-private of Press Ganey . Press Ganey provides patient-experience measurement, performance analytics, and strategic advisory software and services for healthcare organizations across the continuum of care. . Partnering with more than 26,000 healthcare organizations, Press Ganey leads the industry in using data and analytics to help Ent. Value: $2,284.5M EV / Rev: 6.6x transform and advance patient-centered care in the US and internationally. Revenue: $344.3M EV / EBITDA: 21.4x . Post acquisition, EQT will leverage its deep platform and healthcare expertise to support Press Ganey’s expansion both organically and through strategic acquisitions on a global basis.

Announced Verizon’s pending acquisition of Fleetmatics . Fleetmatics provides SaaS-based mobile workforce and fleet management software that allows service-based businesses of all sizes to improve the productivity of their mobile workforces. . Serving approximately 38,000 customers and 757,000 subscribed vehicles worldwide, the company’s solutions provide fleet Ent. Value: $2,183.4M EV / Revenue: 7.0x operators visibility into vehicle location, fuel usage, and other insights that allow clients to increase revenue and reduce costs. Revenue: $310.7M EV / EBITDA: 25.9x . Verizon Telematics plans to combine Fleetmatics with recently acquired Telogis to become a global leader in fleet and mobile workforce management.

September 16, 2016 Thoma Bravo’s take-private of Imprivata . Imprivata provides -based, single sign-on and access-management security software for the healthcare sector that provides improved workflows, increased data security, and compliance with government regulations. . The company’s mission-critical solutions allow hospitals to identify patients at registration and allow providers to conveniently Ent. Value: $442.5M EV / Revenue: 3.4x access patient health information (“PHI”), communicate PHI across devices, and transact PHI for important clinical workflows. Revenue: $131.1M EV / EBITDA: NA . Leveraging its deep experience in both security and healthcare IT, Thoma Bravo bolsters Imprivata’s ability to expand its market presence organically by providing additional high-value products and inorganically through strategic acquisitions.

August 31, 2016 Vista Equity Partners’ acquisition of Regulatory DataCorp . Regulatory DataCorp provides counterparty risk and financial regulatory compliance data and software solutions to financial institutions and technology companies worldwide. . The company’s solutions are used by Fortune 100 companies across a range of industries and combine comprehensive data, a Ent. Value: NA EV / Revenue: NA scalable platform, and tailored analytics to provide precise risk alerts and ongoing monitoring. Revenue: NA EV / EBITDA: NA . Vista Equity Partners’ deep focus on software, data, and tech-enabled businesses will allow Regulatory DataCorp to increase capital investment in risk and compliance software at a time of significant growth in the industry.

August 30, 2016 GE Transportation’s acquisition of ShipXpress . ShipXpress provides cloud-based software solutions that enable transportation, industrial, and commodity trading businesses to operate efficiently and collaborate with their supply chain partners. . The company works with major North American railroads and Fortune 500 companies to deliver customized transportation Ent. Value: NA EV / Revenue: NA management solutions that help businesses manage data, simplify manual processes, and improve analysis. Revenue: NA EV / EBITDA: NA . Post acquisition, GE Transportation will deliver one of the industry’s most advanced and scalable cloud-based solutions by combing ShipXpress’ software products with GE’s existing sensing technology platform, Predix.

PAGE | 3 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

SOFTWARE ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF SOFTWARE ASSETS BY VOLUME

(# of Transactions) . The 10 most active strategic software acquirers registered 66 acquisitions in YTD 2016, with 13 2016 YTD and IBM being the most active with 25 between them. 2015 12 12 2014 . Google has been actively pursuing 9 assets that enhance its enterprise 2013 8 6 cloud business, while IBM focuses on 13 2012 its stated strategic imperatives – big 18 3 data and analytics, cloud platform 28 10 6 9 8 1 expansion, mobile, social, and 4 3 2 4 3 3 9 3 1 security. 10 6 8 5 3 8 9 1 4 5 5 7 9 12 5 9 9 7 10 8 7 5 3 2 5 5

GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME

(# of Transactions) . Global strategic software M&A registered 359 transactions in 3Q 2016, a slight uptick from a slow 2Q, and demonstrating promising momentum going into 4Q 2016. . Despite M&A volumes being down relative to 2015, both large tech and non-traditional software buyers continue to view M&A as a core 454 437 434 412 402 406 growth initiative. However, recent 371 352 352 340 341 359 M&A activity suggests that 333 327 324 309 strategics are focusing on bolt-ons rather than large, transformational deals.

4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16

Note: Includes control investments only. PAGE | 4 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

SOFTWARE ACQUISITION ACTIVITY – PRIVATE EQUITY

MOST ACTIVE PRIVATE EQUITY BUYERS OF NEW SOFTWARE PLATFORMS BY VOLUME

(# of Platform Transactions) . The 10 most active software investors completed 42 platform investments YTD 2016, with Vista 2016 YTD Equity and Thoma Bravo outpacing their peers with 12 and 7 new 12 2015 platform investments, respectively. 2014 . Private equity remains attracted to 6 2013 the software sector as they look to 7 2012 consolidate niche vertical software 9 markets and capitalize on the 3 5 4 3 ongoing shift to the cloud. 4 1 7 2 7 5 7 2 4 5 3 7 4 3 3 4 2 3 6 3 4 3 3 4 4 9 3 5 1 3 3 6 2 2 4 2 3 3 1 2 3 2

GLOBAL NEW PLATFORM PRIVATE EQUITY SOFTWARE M&A ACTIVITY BY VOLUME

(# of Platform Transactions) . Globally, private equity software M&A registered 74 new platform acquisitions in 3Q 2016, representing a 34% increase over 3Q 2015 and a 21% increase over the prior quarter’s strong results. . With private equity dry powder at record high levels and the lending market continuing to exhibit strong 74 interest in high quality software 61 54 56 credits, both incumbent software 47 48 47 47 50 46 45 43 44 41 38 investors and newcomers to the 32 sector are rapidly deploying capital across a broad range of software sectors. 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16

Note: Includes control investments only. PAGE | 5 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPLICATION SOFTWARE – M&A MARKET SUMMARY

APPLICATION SOFTWARE M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

. Application Software M&A 320 registered 298 transactions in 319 316 314 298 298 2.5x 289 2.5x 2.5x 2.5x 2.5x 3Q 2016, representing a 6% 282 281 2.4x 272 2.4x 2.3x increase over the previous 266 271 2.3x 2.3x 2.3x 252 251 quarter, falling in line with 244 246 2.1x historical averages. 227

. 3Q 2016 median reported 1.6x 1.5x Application Software M&A 1.4x 1.4x revenue multiples were slightly 1.3x below 2015 and 1H 2016 multiples, though remain in line with historical four year averages.

3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16

NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . Private equity continues to be CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE active in Application Software, Pending Apex Technology & PAG Asia Capital Lexmark International, Inc. Printing, imaging, document workflow, and content management software and services. $3,409 1.0x leading some of the largest Pending NICE Systems Ltd. inContact, Inc. Contact and data center software solutions for security-sensitive organizations. $864 3.7x sector transactions in 2016. Pending Informa Plc Penton Business Media, Inc. Information, data, and marketing software and services. $1,557 NA Pending Silver Lake Partners Cegid Group ERP and business management software for midsized companies. $719 2.3x . Notable private equity deals in Pending Genesys Telecommunications Interactive Intelligence Group, Inc. Enterprise -grade business communication and customer engagement software. $1,303 3.2x 3Q 2016 include KKR’s $3.3 Pending Permira Advisers LLP P&I Personal & Informatik AG Human resource management, payroll accounting, and time management software. $852 6.3x billion acquisition of Epicor 10/21/16 EQT Partners AB Press Ganey Holdings, Inc. Patient experience and performance software analytics for healthcare organizations. $2,285 6.6x 10/18/16 Vista Equity Partners GovDelivery Holdings, Inc. Government-to-citizen communication software and services. $153 NA Software, EQT’s pending $2.3 10/03/16 Dassault Systèmes SA CST Computer Simulation Technology AG High performance software for the simulation of electromagnetic fields. $242 NA billion take-private acquisition 09/30/16 Document Technologies LLC EPIQ Systems, Inc. eDiscovery solutions and other technology-based legal services. $1,008 1.8x of Press Ganey, and Silver 09/26/16 The Carlyle Group LP exocad GmbH Digital dentistry software that aids in dental restorations. $123 HW&CO. CONFIDENTIAL8.5x Lake’s $719 million pending 09/19/16 TA Associates Radixx International Cloud-based passenger services system software for the airline industry. NA NA acquisition of Cegid. 09/16/16 Vista Equity Partners Granicus, Inc. Technology and software platform for creating, managing, and distributing media. NA NA 09/14/16 ATOS SE Anthelio Healthcare Solutions, Inc. IT solutions and BPO software and services for the healthcare industry. $275 NA 09/01/16 KKR Epicor Software Corp. Industry-specific business software, including ERP, HCM, and SCM. $3,300 NA 08/31/16 Sumeru Equity Partners Telesoft Corp. Expense management services for the telecommunications industry. NA NA 08/16/16 Nuance Communications, Inc. TouchCommerce, Inc. Omni-channel engagement software and analytics solutions. $195 NA 08/01/16 Nemetschek SE Design Data Corp. Steel detailing software for the steel industries. $49 NA 07/26/16 Eco City Vehicles Plc Tax Computer Systems Ltd. Software to manage and automate corporation tax compliance processing. $98 5.7x MEDIAN $785 3.7x

PAGE | 6 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

SAAS – M&A MARKET SUMMARY

SAAS M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

. SaaS M&A registered 52

acquisitions in 3Q 2016, in line 70 68 5.8x with the past four quarters and 65 5.6x 5.7x 5.6x 5.4x down from the quarterly highs 60 5.3x 5.3x of 2015. 4.9x 4.9x 55 54 55 53 4.6x 4.6x 52 51 52 4.4x 4.4x 4.4x Median reported SaaS 49 4.2x . 47 46 45 3.9x transaction multiples 42 3.5x decreased slightly in 3Q 2016, 38 though remain in line with the upward trend over the past two years, increasing nearly two turns from 4Q 2014 lows.

3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16

NOTABLE SAAS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . Both strategic acquirers and CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE private equity firms continue to Pending Vista Equity Partners Cvent, Inc. SaaS-based event management and email marketing software. $1,342 6.7x be active SaaS consolidators, Pending Oracle Corp. NetSuite, Inc. SaaS-based business management application solutions. $8,759 10.3x with a particular interest in Pending Verizon Fleetmatics Group Plc SaaS-based fleet management software solutions. $2,183 7.0x 10/03/16 Evolent Health, Inc. Valence Health, Inc. Cloud-based clinical integration and health plan software and services. $247 NA vertical SaaS applications 09/29/16 Thoma Bravo LLC T2 Systems, Inc. Cloud-based parking management and payment software. NA NA

across a variety of sectors, 09/22/16 GI Partners Daxko LLC SaaS-based provider of operational and financial management solutions. $240 HW&CO. CONFIDENTIAL5.3x including Healthcare and 09/22/16 Accruent LLC Verisae, Inc. SaaS-based enterprise contract management and facilities management software. NA NA Logistics. 09/18/16 EQT Partners AB XP Solutions, Inc. Cloud-based water infrastructure and flood control software. $49 NA 09/06/16 Oracle Corp. LogFire, Inc. SaaS-based solutions for multi-channel supply chain services. NA NA . In 3Q 2016, Oracle 08/30/16 GE Transportation ShipXpress, Inc. SaaS-based software solutions for supply chain collaboration. NA NA demonstrated its strategic 08/16/16 Vista Equity Partners Marketo, Inc. SaaS-based engagement marketing software. $1,498 6.6x focus on expanding its cloud- 07/28/16 Accel-KKR LLC SciQuest, Inc. SaaS-based e-procurement, supply, and materials management platform. $357 3.4x based capabilities with the 07/21/16 Hearst Corp. MedHOK, Inc. SaaS-based healthcare compliance software platform. $280 HW&CO. CONFIDENTIAL5.1x pending $8.7 billion acquisition 07/20/16 Royal Philips NV Wellcentive, Inc. SaaS-based provider of population health management data analytics solutions. $165 HW&CO. CONFIDENTIAL11.0x of NetSuite and the acquisition 07/11/16 .com Demandware, Inc. Cloud-based ecommerce solutions for retailers and branded manufacturers. $2,670 10.5x 07/07/16 Thoma Bravo LLC Elemica, Inc. Web-based supply chain operating network for process industries. NA NA of Logfire 07/01/16 Wolters Kluwer NV Enablon SA Sustainability and performance management software for all industries. $278 5.6x 06/14/16 Oracle Corp. Opower, Inc. SaaS-based customer engagement and data analytics solutions for the utility industry. $491 3.2x 06/10/16 Oracle Corp. Textura Corp. SaaS-based project and workforce management software for the construction industry. $616 6.7x

MEDIAN $424 6.7x

PAGE | 7 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

DATA AND ANALYTICS – M&A MARKET SUMMARY

DATA AND ANALYTICS M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

. Data and Analytics M&A 112 volume remained robust in 3Q 105 102 2016, with 99 reported 99 99 3.3x 3.1x transactions, a 14% increase 89 87 2.8x over 2Q 2016. 82 2.7x 2.6x 76 2.6x 73 74 74 . 3Q 2016 median reported 71 72 2.4x 67 sector transaction multiples 64 64 2.0x 1.9x decreased, though remain in 1.9x 1.9x line with historical averages 1.8x from the past four years. 1.4x 1.3x 1.1x 0.9x 0.9x

3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16

NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . Data and Analytics CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE capabilities continues to be a Pending Guidewire Software, Inc. EagleEye Analytics, Inc. Predictive analytics software for the property and casualty industry. $42 NA strategic focus area for Pending Intel Corp. Nervana Systems, Inc. Solutions for data analysis, computation, and machine learning. $408 NA strategic and private equity Pending Google, Inc. Corp. Digital business acceleration and data analytics platform for application management. $470 5.1x Pending salesforce.com, inc. BeyondCore, Inc. One-click automated business analysis for healthcare and manufacturing companies. NA NA backed companies. 10/03/16 Quintiles Transnational Holdings, Inc. IMS Health Holdings, Inc. Data analytics software and services for the healthcare industry. $12,895 4.2x . In particular, Google was 10/03/16 ONEX Corp. Science Info. Business / Thomson Reuters Intellectual property and scientific information software and services. $3,550 3.6x among the most active 10/01/16 Inovalon Holdings, Inc. Creehan & Co. Corp. Data and analytics software for pharmacy customer and operations management. $130 4.8x 09/28/16 SAP SE Plat.One, Inc. IoT application enablement, data management, and device management. NA NA acquirers, with the acquisitions 09/20/16 Greenwave Systems, Inc. Predixion Software, Inc. Predictive analytics software for analyzing large volumes of data. NA NA of Apigee, Speaktoit, and 09/19/16 Google, Inc. Speaktoit, Inc. Human-computer interaction platform based on natural language analytics. NA NA highlighting the 08/31/16 Vista Equity Partners Regulatory DataCorp, Inc. Risk mitigation, regulatory, and monitoring software and data. NA NA company‘s increased focus 08/23/16 Syncsort, Inc. Cogito Ltd. Database management system tools. NA NA on delivering greater analytics 08/23/16 FlightGlobal Ltd. FlightStats, Inc. Web and mobile platform for flight data and flight tracking. NA NA and business intelligence for 08/22/16 Thoma Bravo LLC Qlik Technologies, Inc. Cloud-based business intelligence and data analytics software. $2,525 4.0x enterprise clients. 08/08/16 Google, Inc. Orbitera, Inc. E-commerce, analytics, and cloud technologies for software vendors. $100 NA 08/01/16 Trimble Navigation Ltd. Axio-Net GmbH Data platform for satellite-based surveying and navigation services. NA NA 08/01/16 X.commerce, Inc. RJ Metrics, Inc. Data infrastructure and analytics for online businesses. NA NA 06/07/16 Fortinet, Inc. AccelOps, Inc. Analytics-driven IT operations and cloud management software. $32 NA 06/01/16 Genstar Capital IHS, Inc. (OERM) Sustainability management and optimization software for businesses and governments. NA NA

MEDIAN $408 4.2x

PAGE | 8 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

INFRASTRUCTURE SOFTWARE – M&A MARKET SUMMARY

INFRASTRUCTURE SOFTWARE M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

. Infrastructure Software M&A 3.3x 3.2x registered 60 transactions in 3.0x 3.0x 3Q 2016, the second straight 67 2.9x 2.9x 2.7x quarter of increased activity. 2.6x 2.7x 61 60 2.6x 57 2.5x 2.4x 55 56 55 56 2.4x 3Q 2016 median reported 2.3x . 53 52 Infrastructure Software M&A 50 48 47 revenue multiples increased 45 44 1.9x 1.7x slightly from the previous 38 quarter and remain consistent 36 with historical periods. 1.2x

3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16

NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . As data security breaches CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE become increasingly Pending Apollo Global Management LLC Rackspace Hosting, Inc. Web hosting services and cloud-based data storage solutions. $4,147 2.0x prevalent, private equity Pending Open Text Corp. EMC (Enteprise Content Division) Enterprise information management software and services. $1,620 NA investors are acquiring best-of- Pending Francisco Partners & Elliott Capital Dell Software, Inc. Security, systems, information management, and data analytics software. $2,000 NA Pending Cisco Systems, Inc. CloudLock, Inc. Cloud data security software for protection against malware and data security breaches. $293 22.2x breed security assets as they Pending Riverbed Technology, Inc. Aternity, Inc. Application testing services and business activity analytics. NA NA jockey for control of an Pending Oracle Corp. Palerra, Inc. Cloud security automation platform. NA NA evolving sector. Pending TPG Capital Management LP McAfee, Inc. Anti-virus, data protection and encryption, and database security software. $4,314 NA Pending Vista Equity Partners Infoblox, Inc. Network infrastructure automation software and security solutions. $1,233 3.4x . Notable security transactions Pending Micro Focus International Plc HPE (Software Division) Diversified enterprise software, including application lifecycle management and analytics. $6,268 NA include Vista Equity’s pending Pending CA, Inc. BlazeMeter Ltd. Enterprise-grade load and performance testing software and services. NA NA take-private of Infoblox, TPG’s 10/06/16 BCE, Inc. Q9 Networks, Inc. Outcourced data center infrastructure solutions. $793 NA pending acquisition of 09/30/16 AVAST Software Sro AVG Technologies NV Anti-virus and internet security software. $1,380 3.2x McAfee, and Thoma Bravo’s 09/26/16 Data Intensity, Inc. Red Stack Technology Group Ltd. Database management and business analytics software and services for Oracle platforms. NA NA take-private acquisition of 09/16/16 Thoma Bravo LLC Imprivata, Inc. Single sign-on and access-management software for the healthcare sector. $443 3.4x Imprivata. 09/14/16 Foxconn Singapore Pte Ltd. SMART Technologies, Inc. Touch-enabled application display and monitoring software. $195 0.6x 08/19/16 SIRIS Capital Group LLC Xura, Inc. Digital communications software for communication service providers. $620 2.1x 08/05/16 Rambus, Inc. Snowbush, Inc. Advanced analog and mixed-signal IP technology for ASSP, ASIC, and SOCs. $32 1.5x 08/01/16 Symantec Corp. Blue Coat, Inc. Web security and wide area network (WAN) optimization software. $6,299 10.5x

MEDIAN $1,306 3.2x

PAGE | 9 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

PRIVATE PLACEMENT ACTIVITY BY SOFTWARE SECTOR

PRIVATE PLACEMENTS BY SOFTWARE SUB-SECTOR AND NEW CAPITAL RAISED

. Despite an overall 1,200 $16,000 decrease in the number 1,100 1013 1033 997 $14,000 of transactions in 3Q 2016, 1,000 940 952 960 902 912 896 private placement capital 869 900 $12,000 deployed increased to 820 829 829 756 829 $11.2 billion, continuing an 800 740 $10,000 upward trend since the 700 end of 2015. 600 $8,000

Volume 500 $6,000 $ in Millions 400

300 $4,000

200 $2,000 100

0 $0 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 Application Software SaaS Data & Analytics Infrastructure Software Total New Capital (Reported)

PRIVATE PLACEMENT CAPITAL RAISED BY ROUND (AS PERCENTAGE OF TOTAL REPORTED PRIVATE PLACEMENT CAPITAL)

. In 3Q 2016, private investors were more 20% 20% 18% 15% active in late stage 21% 21% 21% 25% 27% 31% 30% 28% fundraising, as evidenced 37% 36% 33% by nearly 70% of private 50% 17% 13% 55% 22% placement capital being 26% 32% 15% 17% 14% 39% invested in series C or later 34% 15% 16% rounds. 30% 20% 28% 31% 29% Notable late stage 19% 26% . 31% 26% 33% 32% transactions included the 18% 33% 11% 20% 22% $760 million investment in 26% 26% Best Logistics Technology, 17% 25% 31% 29% 24% 21% $150 million investment in 26% 21% 28% 24% 28% 19% 17% 22% 22% DraftKings, and the $105 14% 16% 17% 7% 11% 5% 4% 2% 4% 8% million investment in 6% 4% 6% 5% 6% 2% 4% 4% 2% 4% 2% 2% 1% Sprinklr. 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 Seed Series A Series B Series C Series D / or later

PAGE | 10 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

SELECT RECENT SOFTWARE PRIVATE PLACEMENTS

ROUND TOTAL DATE COMPANY SECTOR ROUND SIZE RAISED INVESTORS (CURRENT ROUND) DESCRIPTION ($MM) ($MM)

Prov ider of SaaS-based cash and treasury 09/29/16 SaaS D $23 $112 Bpifrance; HSBC; Daher Capital management serv ices.

Late Prov ider of cloud-based applications for member- 09/29/16 SaaS $55 NA JMI Equity Stage based organizations.

Late Prov ider of cloud-based spatial technology and data 09/13/16 SaaS $36 $40 Silv ersmith Capital Partners Stage solutions.

GGV Capital; Mayfield Fund LLC; True Ventures LLC; Redpoint 09/07/16 Infrastructure B $24 $34 Prov ider of software for Dev Ops solutions. Ventures

Prov ider of system management software for home- 08/24/16 SaaS D $60 $76 Battery Ventures care agencies.

Data & Lightspeed Management Co. LLC; Greylock Management 08/16/16 C $61 $112 Prov ider of cloud infrastructure serv ices. Analytics Corp.; Khosla Ventures LLC

Lightspeed Management Co. LLC; New Enterprise Associates Data & Prov ider of an enterprise software platform for data 08/09/16 E $50 $194 LLC; Redpoint Ventures; Mayfield Fund LLC; Google Capital; Analytics management. QUALCOMM Ventures; Future Fund Management Agency

Charlie Cheev er; Draper Fisher Jurv etson Management LLC; Prov ider of a cloud-based electronic health record 08/04/16 SaaS B $15 $17 Martha H. Marsh, MBA system for physicians.

83North Management Ltd.; Norwest Venture Partners; Intel 08/03/16 SaaS B $18 $32 Prov ider of cloud workload-mobility software. Capital Corp.

TechStars Central, LLC; Foundry Group LLC; Deer Management 08/02/16 Infrastructure C $21 $56 Prov ider of cloud-based security software. Co. LLC; SVB Capital

Prov ider of cloud-based corporate performance 07/26/16 SaaS B $23 $26 Centana Management, LLC management software.

Prov ider of an internet security-as-a-serv ice solution 07/25/16 Infrastructure A $150 NA ABRY Partners LLC suite.

Note: Financial information presented above represents reported capital raised only. PAGE | 11 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR

STOCK PERFORMANCE (1- & 3-YEAR) REVENUE MULTIPLE ANALYSIS 3Q 2016 VS. 3Q 2015

Large-Cap SaaS 27.0% 3Q 2015 3Q 2016 26.0% 10.1x

SCM & Logistics 16.0% 8.2x 34.9% 7.6x 7.4x 7.3x 7.1x HCM 33.5% 6.3x ( 0.3%) 6.0x 6.1x 5.6x 5.5x 5.5x 5.6x 5.2x 5.2x 5.2x 4.8x 4.9x 24.0% 4.3x PLM & Engineering 4.1x 4.2x 4.4x 4.4x 42.7% 3.8x 3.9x 3.5x 3.5x 3.6x 3.0x 2.9x 31.0% Small-Cap SaaS 2.4x 15.2% 2.0x 1.1x 1.1x IT Security ( 0.1%) 36.5%

Financial 17.5% 64.3%

Marketing 26.0% 35.5%

16.0% Public Sector / Non-Profit 68.8% EBITDA MULTIPLE ANALYSIS 3Q 2016 VS. 3Q 2015 23.8% Enterprise 65.6% 50.4x 3Q 2015 3Q 2016 HCIT 4.9% 49.6x 49.6x 7.7% 47.4x

Bellwethers 24.3% 38.6x 36.0% 35.0x 34.3x IT Operations Mgmt. 10.4% 28.3x 19.0% 26.9x 26.0x 21.2x ( 6.0%) 20.9x 19.2x Data & Analytics 20.9x 17.0x 17.0x 18.5x 18.7x ( 4.6%) 17.5x 16.6x 16.1x 15.3x 15.0x 16.9x 16.5x 13.8x 13.7x 14.5x 14.5x 14.5x Data Storage 27.6% 10.7x 0.4% 8.9x 10.1x 10.3x

Communication 15.9% ( 8.5%)

Energy ( 3.4%) ( 28.6%)

1 Yr Stock 3 Yr Stock

PAGE | 12 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

KEY METRICS BY SECTOR – COMPARABLE PUBLIC SOFTWARE COMPANIES

COMPARABLE COMPANY SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

EV / LTM REVENUE MULTIPLE NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN

Large-Cap SaaS 10.1x 27% 133% 12% 72% - 13%

SCM & Logistics 7.6x 9% 18% 15% 12% - -

HCM 7.4x 27% 70% 15% 74% 100% -

PLM & Engineering 6.3x 4% 27% 24% - - 47%

Small-Cap SaaS 6.1x 25% 91% 10% 62% - 65%

IT Security 5.6x 22% 28% 25% 52% 46% 42%

Financial 5.5x 8% 27% 35% 63% - 85%

Marketing 5.5x 21% 65% 13% 90% - 68%

Public Sector / Non-Profit 5.2x 15% 30% ` 23% 78% 79% 60%

Enterprise 4.9x 7% 22% 30% 82% 99% 19%

HCIT 4.4x 12% 35% 18% 89% 47% -

Bellwethers 4.4x 1% 19% 30% 78% 96% 33%

IT Operations Mgmt. 3.9x 9% 37% 26% 78% - 63%

Data & Analytics 3.6x 3% 19% 19% 78% - 41%

Data Storage 3.0x 12% 37% 14% 31% 98% 11%

Communication 2.4x 8% 105% 12% 71% - 61%

Energy 1.1x (5%) (1%) 20% - - 78%

PAGE | 13 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

SUMMARY OF TECHNOLOGY IPOS

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

$0 - 50M $50 - 100M $100 - 250M $250M + . The IPO market showed signs of renewed life in 3Q 2016, with eight technology 18 companies going public.

16 . Notable IPOs included Talend, which raised 15 $94.5 million with a market cap of $503.5 13 13 million and priced at $18 at the end of July, and , which raised $237.9 million and 11 11 priced at $16 at the end of September and has registered an impressive 131% growth in 8 8 share price since listing. 7 6 . The successful IPO of Nutanix as well as the 5 sustained success of Twilio, which currently 3 trades at over 300% of its offer price, may 2 renew comfort around the IPO market,

0 particularly as funding slows.

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16

2013 Total: 48 2014 Total: 47 2015 Total: 31 2016 Total: 10

OFFERING SIZE AT IPO (LTM) MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)

(All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months)

$0 - 50M $50 - 100M $100 - 250M $250M + $0-50M $50-500M $500M-$1B $1B+ < 25% 25 - 75% > 75%

8% 6% 24% 31% 33% 23% 47% 44%

29% 17% 38%

PAGE | 14 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS

750.0%

650.0% 540.7%

550.0%

450.0%

Growth 350.0% 194.4% 107.0% 250.0% 150.0% 117.1% 84.3% 102.3% 64.3% 150.0% 57.4% 52.6% 45.4% 29.5% 34.8% 26.9% % % Revenue 22.6% 50.0%

(50.0%)

(150.0%) 329.1% 150.0% 131.3% 125.0%

100.0%

75.0% 65.3% 57.3% 50.0% 45.3%

25.0% 11.4% 16.2% 2.2% 0.0% (3.1%) (2.7%) (10.6%) (25.0%) (15.6%) (16.4%) (22.2%) (50.0%) (48.8%) Stock Stock Performance (75.0%)

(100.0%)

(125.0%)

(150.0%) Circle Size Denotes Revenue ($)

IPO DATE 6/18/15 6/25/15 6/25/15 6/25/15 6/30/15 7/16/15 10/6/15 11/12/15 11/18/15 11/18/15 12/9/15 4/21/16 6/22/16 7/28/16 9/29/16

OFFER PRICE $14.0 $8.0 $12.0 $14.0 $19.0 $16.0 $17.0 $16.0 $9.0 $10.0 $21.0 $14.0 $15.0 $18.0 $16.0

MARKET CAP AT OFFER ($M) $547.6 $221.7 $387.9 $627.8 $703.9 $620.0 $3,146.0 $422.2 $2,708.5 $540.1 $4,382.2 $149.4 $150.0 $503.5 $237.9

OFFERING SIZE ($M) $100.1 $56.3 $74.4 $98.0 $156.8 $103.2 $425.0 $70.4 $243.0 $77.5 $462.0 $112.0 $150.0 $94.5 $237.9

OFFER TO CURRENT (3.1%) (15.6%) 2.2% 65.3% (48.8%) (16.4%) (22.2%) 11.4% 57.3% (2.7%) 16.2% (10.6%) 329.1% 45.3% 131.3%

PAGE | 15 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

Defined as Issuers with EBITDA of $50 Million or Less Defined as Issuers with EBITDA of $50 Million or Less . Median middle market LBO loan FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA Institutional Pro Rata multiples tightened in YTD 2016 to 4.9x total leverage. $2.0B $2.0B 5.6x $1.9B 5.3x 5.3x $1.8B . Middle market LBO 4.7x 4.7x 4.8x 4.9x loan volume in 3Q 4.5x 4.5x $1.6B 4.3x 4.2x 4.3x $1.5B 2016 remained flat 4.1x 4.0x compared to 2Q, with 3.8x 3.8x 3.4x $1.2B $1.2B $0.5 billion of issuance. 3.3x $1.0B $0.9B

$0.7B $0.5B $0.5B $0.4B

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD16 2Q'13 3Q'13 4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

Percentage of Total Purchase Price . Technology 1H 2016 New-Issue LBO Loan Volume: $1.5 billion companies were the Healthcare 18.7% third largest recipients 66% of LBO loans in YTD 63% 60% 2016. Insurance 16.8% 60% 60% 58% . The median LBO debt 57% percentage through Technology 15.3% 52% 3Q 2016 was 52%, 55% continuing the recent 50% trend of lenders Automotive 13.9% requiring larger equity contributions from Services & Leasing 13.4% sponsors as a percent of purchase price. Food & Beverage 7.7%

Other 14.2% 2007 2008 2009 2010 2011 2012 2013 2014 2015 3Q'16

PAGE | 16 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

DEEP TMT EXPERIENCE ACROSS SOFTWARE VERTICALS

Advertising & Marketing Technology eCommerce Education Technology Energy, Power & Infrastructure Technology

ERP and Business Management Software FinTech Healthcare IT Human Capital Management

Infrastructure Software Internet and Digital Media IT Services Legal Technology

Non-Profit Software Security Software Supply Chain, Transportation & Logistics

Please click here if you would like to contact HW&Co. in order to discuss any particular sector.

PAGE | 17 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

SELECT HW&CO. TMT TRANSACTIONS

B2C majority investment recapitalized by acquired by acquired acquired by acquired by acquired by acquired by acquired by acquired by recapitalized by acquired by acquired by acquired by acquired by from

acquired a majority majority investment minority investment acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from recapitalized by acquired by acquired by merged with stake in from from

strategic investment significant equity growth equity acquired by acquired by merged with acquired by acquired by acquired by acquired by acquired by recapitalized by acquired by acquired by acquired by from investment from investment from

acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by majority recapitalized by acquired acquired by acquired by acquired by recapitalization by

significant equity significant equity acquired by acquired acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from investment from

GFI Energy Group a division of

acquired by minority investment minority investment strategic investment acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by from from from and

acquired by acquired by sold its Kline Towers acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by Division to

and and

PAGE | 18 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY UNIVERSE

Software Bellwethers Google Oracle Cisco IBM SAP Salesforce HP

Communication Software Nuance NICE Synchronoss BroadSoft Jiv e Tangoe MobileIron

Enterprise Software Oracle IBM SAP Adobe ADP Intuit Sage Constellation Open Text

Human Capital Management (HCM) Paychex Workday Ultimate Paycom Cornerstone Paylocity Benefitfocus Xactly Halogen

Marketing Software Adobe Salesforce Criteo HubSpot Callidus Bazaarv oice ChannelAdv isor HORIZONTAL PLM & Engineering Software Dassault Autodesk Synopsys Ansys Cadence PTC Aspen Mentor Nemetschek AVEVA

Supply Chain & Logistics Software Manhattan Descartes Kinaxis SPS CommerceHub American Amber Road Park City

Energy Software AVEVA Silv er Spring PSI EnerNOC

APPLICATION SOFTWARE APPLICATION Financial Software Fiserv MSCI Jack Henry SS&C Oracle FSS BATS Black Knight Env estnet Q2 Holdings Bottomline

Healthcare IT (HCIT) Cerner athenahealth Veev a Medidata Allscripts HMS Inov alon Quality Systems VERTICAL

Public Sector / Non-Profit Software Constellation Tyler Tech Blackbaud 2U NIC Instructure K12

Large-Cap SaaS (≥ $2Bn Mkt Cap) Salesforce Serv iceNow Workday Ultimate athenahealth Guidewire Veev a Medidata Proofpoint Paycom

Large-Cap SaaS (cont'd) ZenDesk Cornerstone LogMeIn Atlassian RealPage HubSpot

Small-Cap SaaS (≤ $2Bn Mkt Cap) Xero Limited Ebix CyberArk RingCentral Qualys Alarm.Com SPS Benefitfocus Callidus Q2 Holdings SAAS Small-Cap SaaS (cont'd) inContact Fiv e9 Instructure IntraLinks Workiv a Hortonworks Bazaarv oice Xactly MINDBODY Model N

Small-Cap SaaS (cont'd) Amber Road AppFolio Castlight Health

Data & Analytics Teradata Tableau Verint Pegasystems MicroStrategy Inov alon PROS Holdings

IT Operations Management CA Citrix Serv iceNow VMware F5 Networks Micro Focus Arista Software AG NetScout

IT Operations Management (cont'd) New Relic Progress Radware

Data Storage NetApp Iron Mountain Brocade CommVault Barracuda Nimble Storage Carbonite

SOFTWARE IT Security Cisco Symantec Palo Alto Check Point VeriSign Fortinet Gemalto Trend Micro Proofpoint FireEye INFRASTRUCTURE INFRASTRUCTURE IT Security (cont'd) CyberArk Qualys Mimecast Varonis Rapid7 Cheetah Mobile

PAGE | 19 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

SOFTWARE BELLWETHERS Software Bellwethers Alphabet Inc. GOOGL $486,050 $504,152 98.2% 25.2% 81.1% 11.8% (1.9%) 31.3% 6.6x 6.7x 5.8x 13.5x 31.9x

Microsoft Corporation MSFT 401,996 448,849 98.1% 29.1% 71.5% (8.8%) 11.2% 32.2% 4.7x 4.3x 4.1x 11.5x 26.7x Communication Oracle Corporation ORCL 151,858 161,270 93.5% 8.4% 17.3% (3.1%) 1.5% 41.6% 4.1x 4.1x 4.0x 9.1x 17.9x Cisco Systems, Inc. CSCO 124,277 159,055 99.3% 23.3% 36.5% 0.2% 1.1% 30.7% 2.5x 2.5x 2.5x 7.3x 14.8x Enterprise IBM Corporation IBM 186,637 151,836 96.3% 10.6% (14.8%) (11.9%) (2.6%) 23.3% 2.3x 2.3x 2.4x 10.0x 11.4x SAP SE SAP 114,081 111,718 98.5% 42.5% 23.7% (1.1%) 5.9% 29.6% 5.0x 4.7x 4.4x 14.1x 33.0x HCM salesforce.com, inc. CRM 50,984 48,326 84.4% (2.2%) 35.5% 24.1% 24.7% 16.1% 6.8x 6.2x 5.1x 31.0x 222.0x HP Inc. HPQ 27,988 26,570 52.2% 34.9% 60.5% (8.4%) (53.4%) 9.5% 0.5x 0.6x 0.6x 6.8x 7.6x Median $138,068 $155,446 97.2% 24.3% 36.0% (2.1%) 1.3% 30.2% 4.4x 4.2x 4.1x 10.7x 22.3x Marketing

COMMUNICATION SOFTWARE PLM & Engineering Nuance Communications, Inc. NUAN $5,897 $4,056 66.4% (10.8%) (23.6%) NA NA NA NM 3.0x 2.9x 8.9x NM NICE Systems Ltd. NICE 3,677 4,040 96.4% 19.1% 60.8% 7.8% 8.5% 23.6% 4.0x 3.7x 3.2x 14.5x 28.7x SCM & Logistics Synchronoss Technologies, Inc. SNCR 1,958 1,859 94.3% 25.9% 6.6% 26.6% 17.4% 27.5% 3.4x 2.9x 2.5x 9.6x 45.7x BroadSoft, Inc. BSFT 1,301 1,388 97.0% 57.4% 24.4% 28.6% 20.9% 12.4% 4.7x 3.9x 3.3x 22.2x NM Energy Jiv e Software, Inc. JIVE 223 331 81.8% (9.4%) (65.8%) 9.6% 2.7% NM 1.1x 1.1x 1.1x NM NM Tangoe, Inc. TNGO 293 325 81.5% 15.9% (65.5%) 5.7% 11.6% NA 1.3x 1.3x 1.1x 15.1x NM MobileIron, Inc. MOBL 149 236 57.5% (9.8%) NA 12.9% 7.9% NM 1.0x 0.9x 0.8x NM NM Financial Median $1,301 $1,388 81.8% 15.9% (8.5%) 11.2% 10.0% 23.6% 2.4x 2.9x 2.5x 14.5x 37.2x HCIT ENTERPRISE SOFTWARE Public Sector / Oracle Corporation ORCL $151,858 $161,270 93.5% 8.4% 17.3% (3.1%) 1.5% 41.6% 4.1x 4.1x 4.0x 8.8x 17.9x Non-Profit IBM Corporation IBM 186,637 151,836 96.3% 10.6% (14.8%) (11.9%) (2.6%) 23.3% 2.3x 2.3x 2.4x 9.0x 11.4x SAP SE SAP 114,081 111,718 98.5% 42.5% 23.7% (1.1%) 5.9% 29.6% 5.0x 4.7x 4.4x 15.8x 33.0x Large-Cap SaaS Adobe Systems Incorporated ADBE 52,138 53,969 98.9% 29.6% 107.0% 14.8% 23.1% 29.5% 9.4x 8.8x 7.2x 30.0x 54.4x Automatic Data Processing, Inc. ADP 39,286 40,076 91.9% 9.0% 39.3% 0.9% 7.4% 21.7% 3.4x 3.2x 3.0x 16.9x 26.8x Small-Cap Intuit Inc. INTU 29,073 28,376 94.0% 23.8% 65.6% 12.0% 7.6% 31.5% 6.2x 6.0x 5.6x 19.4x 35.2x SaaS

Sage Group plc SGE-GB 10,763 10,353 96.5% 25.0% 79.0% NA NA NA NM 5.2x 4.7x 17.7x NM Data & Constellation Software Inc. CSU-CA 9,648 9,537 98.9% 2.7% 152.7% 27.6% 14.9% 24.7% 5.2x 4.6x 4.0x 20.9x 53.8x Analytics Open Text Corporation OTEX 8,742 7,853 97.0% 42.9% 72.1% 12.9% 15.4% 35.6% 4.8x 4.4x 4.1x 13.7x 27.6x Median $39,286 $19,364 96.8% 24.4% 75.5% 12.9% 14.9% 29.5% 5.2x 4.9x 4.4x 18.6x 35.2x IT Operations

Data Storage

IT Security

PAGE | 20 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

HUMAN CAPITAL MANAGEMENT SOFTWARE Software Bellwethers Paychex, Inc. PAYX $20,624 $20,932 93.5% 20.2% 44.7% 8.8% 7.5% 42.7% 7.1x 6.7x 6.2x 17.0x NM

Workday, Inc. WDAY 16,536 10,911 99.2% 27.0% 10.9% 47.5% 34.0% NM 12.2x 10.9x 8.3x NM NM Communication Ultimate Software Group, Inc. ULTI 6,021 5,915 91.2% 13.2% 37.2% 22.2% 26.2% 10.5% 9.7x 7.7x 6.3x 40.7x NM Paycom Software, Inc. PAYC 2,891 2,999 94.7% 39.3% NA 48.8% 45.4% 19.5% 12.9x 8.8x 6.9x 60.1x 145.1x Enterprise Cornerstone Ondemand, Inc. CSOD 2,507 2,570 96.2% 38.7% (11.4%) 28.9% 25.6% NM 7.4x 5.9x 4.8x NM NM Paylocity Holding Corp. PCTY 2,177 2,274 89.5% 49.3% NA 49.2% 28.8% 4.5% 9.4x 8.2x 6.5x 118.6x NM HCM Benefitfocus, Inc. BNFT 1,183 1,184 88.8% 33.5% (18.7%) 34.7% 27.1% NM 6.4x 5.0x 4.0x NM NM Xactly Corp XTLY 416 453 98.8% 74.2% NA 24.3% 27.6% NM 4.8x 4.4x 3.5x NM NM Halogen Software, Inc. HGN-CA 134 166 97.0% 21.9% (42.5%) 34.3% 10.9% NM 2.0x 1.8x 1.6x NM NM Marketing Median $2,507 $2,570 94.7% 33.5% (0.3%) 34.3% 27.1% 15.0% 7.4x 6.7x 6.2x 50.4x 145.1x PLM & MARKETING SOFTWARE Engineering

Adobe Systems Incorporated ADBE $52,138 $53,969 98.9% 29.6% 107.0% 14.8% 23.1% 29.5% 9.4x 8.8x 7.2x 30.0x 54.4x SCM & Logistics salesforce.com, inc. CRM 50,984 48,326 84.4% (2.2%) 35.5% 24.1% 24.7% 16.1% 6.8x 6.2x 5.1x 38.6x 222.0x Criteo SA CRTO 1,944 2,138 73.4% (4.0%) NA 36.0% NM 9.1% 1.5x 2.7x 2.2x 13.6x 35.9x Energy HubSpot, Inc. HUBS 1,902 2,037 95.9% 26.0% NA 57.0% 45.4% NM 10.5x 7.2x 5.5x NM NM Callidus Software Inc. CALD 954 1,141 84.8% 10.1% 99.7% 26.7% 18.2% 0.1% 5.5x 4.7x 3.9x 53.7x NM Financial Bazaarv oice, Inc. BV 436 490 98.8% 34.0% (38.8%) 4.5% 1.8% NM 2.2x 2.2x 2.0x NM NM Channeladv isor Corporation ECOM 268 332 81.3% 38.7% (65.4%) 18.5% 12.4% NM 2.7x 2.4x 2.1x NM NM Median $1,902 $2,037 84.8% 26.0% 35.5% 24.1% 20.7% 12.6% 5.5x 4.7x 3.9x 34.3x 54.4x HCIT

PLM & ENGINEERING SOFTWARE Public Sector / Non-Profit Dassault Systemes SA DSY-FR $20,534 $22,327 97.1% 17.4% 30.0% 23.8% 8.4% 30.2% 6.3x 6.0x 5.5x 20.1x 47.6x Autodesk, Inc. ADSK 15,568 16,050 99.4% 67.7% 78.6% (1.5%) (17.7%) NA 6.8x 7.5x 7.0x NM NM Large-Cap SaaS Synopsys, Inc. SNPS 8,321 8,982 98.9% 27.9% 56.8% 8.7% 8.2% 20.7% 3.5x 3.4x 3.2x 13.4x 36.8x ANSYS, Inc. ANSS 7,427 8,077 93.6% 6.0% 5.5% 0.7% 5.8% 45.8% 7.9x 7.4x 6.9x 15.5x 32.0x Small-Cap Cadence Design Systems, Inc. CDNS 7,525 7,463 97.3% 24.4% 87.7% 7.7% 6.9% 24.0% 4.4x 4.1x 3.9x 14.0x 29.6x SaaS PTC Inc. PTC 5,599 5,094 99.0% 41.1% 52.3% NA NA NA NM 4.8x 4.9x 17.0x NM Data & Aspen Technology, Inc. AZPN 3,717 3,731 98.9% 23.6% 33.2% 10.5% 0.5% 47.1% 7.9x 7.8x 7.6x 17.1x 26.7x Analytics Mentor Graphics Corporation MENT 2,888 2,860 94.1% 7.3% 11.9% (5.1%) 3.0% 14.1% 2.6x 2.4x 2.3x 9.9x 43.9x Nemetschek SE NEM-DE 2,347 2,360 94.3% 62.6% 299.6% 30.6% 20.0% 23.1% 7.4x 6.2x 5.4x 31.2x 59.3x IT Operations AVEVA Group plc AVV-GB 1,506 1,659 73.0% (17.3%) (39.0%) (3.4%) (7.7%) 26.4% 5.0x 5.5x 5.2x 19.2x 53.8x Median $6,513 $6,279 97.2% 24.0% 42.7% 7.7% 5.8% 25.2% 6.3x 5.7x 5.3x 17.0x 40.4x Data Storage

IT Security

PAGE | 21 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

SUPPLY CHAIN AND LOGISTICS SOFTWARE Software Bellwethers Manhattan Associates, Inc. MANH $4,067 $4,126 74.1% (8.1%) 138.8% 13.1% 10.7% 30.4% 7.3x 6.6x 6.0x 22.1x 39.9x Descartes Systems Group Inc. DSG-CA 1,582 1,628 96.2% 15.7% 88.0% 26.0% 8.3% 32.6% 8.1x 7.9x 7.2x 26.9x 72.7x Communication Kinaxis, Inc. KXS-CA 1,202 1,262 98.1% 56.8% NA 50.9% 25.6% 26.2% 13.2x 10.5x 8.6x 40.1x 99.5x SPS Commerce, Inc. SPSC 1,129 1,246 93.8% 8.4% 7.4% 23.9% 21.9% 10.5% 7.1x 5.8x 4.9x 49.9x NM Enterprise CommerceHub, Inc. Class A CHUBA-US 696 678 95.1% NA NA 33.2% NA 1.0% 7.9x NM NM NM NM American Software, Inc. AMSWA 253 296 93.0% 18.1% 30.1% 10.7% 3.0% 15.1% 2.2x 2.2x 2.1x 13.3x NM HCM Amber Road, Inc. AMBR 263 255 85.5% 129.2% NA 3.5% 9.9% NM 3.9x 3.6x 3.1x NM NM Park City Group, Inc. PCYG 218 228 94.5% 16.0% 34.9% 14.4% NA 8.5% 15.5x NM NM NM NM Median $913 $962 94.1% 16.0% 34.9% 19.2% 10.3% 15.1% 7.6x 6.2x 5.5x 26.9x 72.7x Marketing

ENERGY SOFTWARE PLM & Engineering AVEVA Group plc AVV-GB $1,506 $1,659 73.0% (17.3%) (39.0%) (3.4%) (7.7%) 26.4% 5.0x 5.5x 5.2x 19.2x 53.8x Silv er Spring Networks, Inc. SSNI 635 732 87.6% 10.4% (18.1%) 155.9% (38.2%) 20.1% 1.3x 2.1x 1.9x 44.5x 9.1x SCM & Logistics PSI Aktiengesellschaft PSAN-DE 197 234 92.1% 20.0% (8.3%) 4.7% 6.2% 5.4% 1.0x 0.9x 0.9x 11.9x 28.2x EnerNOC, Inc. ENOC 178 169 55.3% (31.3%) (64.8%) (15.3%) (2.3%) NM 0.4x 0.5x 0.5x NM NM Energy Median $416 $483 80.3% (3.4%) (28.6%) 0.6% (5.0%) 20.1% 1.1x 1.5x 1.4x 19.2x 28.2x

FINANCIAL SOFTWARE Financial Fiserv , Inc. FISV $26,731 $21,865 89.2% 13.7% 94.0% 3.7% 5.9% 32.9% 5.1x 4.8x 4.5x 15.0x 30.7x MSCI Inc. MSCI 9,309 7,943 92.5% 44.8% 107.1% 7.9% 7.0% 44.8% 8.7x 8.1x 7.5x 19.3x 34.5x HCIT Jack Henry & Associates, Inc. JKHY 6,751 6,719 95.2% 22.8% 64.3% 7.8% 4.6% 34.8% 5.0x 4.9x 4.6x 14.7x 27.0x Public Sector / SS&C Technologies Holdings, Inc. SSNC 9,091 6,467 83.3% (10.3%) 66.2% 30.3% 51.8% 35.6% 9.1x 6.0x 5.5x 20.6x 150.9x Non-Profit Oracle Financial Serv ices Software Ltd. 532466-IN 3,712 4,120 77.7% (19.2%) (1.3%) 10.4% 9.3% 41.2% 5.9x 5.6x 5.0x 14.9x 23.1x BATS Global Markets, Inc. BATS 3,361 2,904 91.3% NA NA 22.0% (75.5%) NA 1.9x 7.7x 7.2x 14.7x 35.3x Large-Cap SaaS Black Knight Financial Serv ices, Inc. BKFS 8,867 2,826 96.9% 26.4% NA 9.2% 10.5% 42.2% 9.5x 8.6x 7.9x 21.4x 141.3x Env estnet, Inc. ENV 1,812 1,560 87.9% 23.3% 15.6% 20.7% 37.9% 12.7% 4.3x 3.1x 2.6x 23.8x NM Small-Cap Q2 Holdings, Inc. QTWO 1,032 1,140 93.3% 17.5% NA 37.6% 36.7% NM 9.5x 6.9x 5.4x NM NM SaaS

Bottomline Technologies, Inc. EPAY 924 957 73.8% (3.2%) (16.8%) 4.1% 3.0% 11.8% 2.7x 2.6x 2.5x 12.6x NM Data & Median $5,231 $3,512 90.3% 17.5% 64.3% 9.8% 8.2% 35.2% 5.5x 5.8x 5.2x 15.0x 34.5x Analytics

IT Operations

Data Storage

IT Security

PAGE | 22 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

HEALTHCARE IT Software Bellwethers Cerner Corporation CERN $21,198 $20,854 90.4% 2.7% 14.4% 30.1% 11.2% 30.4% 4.8x 4.3x 3.9x 14.5x 38.7x athenahealth, Inc. ATHN 5,113 4,962 74.0% (4.4%) 13.4% 22.9% 19.4% 12.4% 5.5x 4.6x 3.9x 27.9x NM Communication Veev a Systems Inc VEEV 5,595 4,178 96.9% 76.4% NA 30.6% 28.7% 20.0% 11.8x 10.8x 8.9x 49.8x 78.1x Medidata Solutions, Inc. MDSO 3,094 3,206 98.2% 34.2% 11.3% 17.1% 17.8% 10.4% 7.9x 6.7x 5.6x 34.2x 243.5x Enterprise Allscripts Healthcare Solutions, Inc. MDRX 3,945 2,457 83.5% 7.1% (12.7%) 0.6% 13.7% 14.4% 2.8x 2.5x 2.3x 16.3x NM HMS Holdings Corp. HMSY 1,884 1,872 92.4% 156.6% 4.0% 7.0% 4.9% 22.4% 4.0x 3.8x 3.5x 16.7x 76.3x HCM Inov alon Holdings, Inc. Class A INOV 1,777 997 61.6% (27.8%) NA 20.9% 8.0% 32.8% 4.1x 3.8x 3.4x 11.7x 15.1x Quality Systems, Inc. QSII 749 696 64.7% (8.6%) (48.9%) 0.5% 1.6% 15.1% 1.5x 1.5x 1.5x 9.3x 123.1x Median $3,520 $2,831 86.9% 4.9% 7.7% 19.0% 12.4% 17.5% 4.4x 4.0x 3.7x 16.5x 77.2x Marketing

PUBLIC SECTOR / NON-PROFIT SOFTWARE PLM & Engineering Constellation Software Inc. CSU-CA $9,648 $9,537 98.9% 2.7% 152.7% 27.6% 14.9% 24.7% 5.2x 4.6x 4.0x 20.9x 53.8x Tyler Technologies, Inc. TYL 6,611 6,222 93.1% 4.2% 91.5% 19.9% 29.3% 22.6% 11.2x 8.7x 7.6x 43.0x 95.9x SCM & Logistics Blackbaud, Inc. BLKB 3,306 3,152 92.4% 18.1% 68.8% 13.0% 14.8% 16.7% 5.2x 4.5x 4.1x 22.8x 122.9x 2U, Inc. TWOU 1,592 1,795 98.4% 18.9% NA 36.2% 34.8% NM 10.6x 7.9x 6.0x NM NM Energy NIC Inc. EGOV 1,422 1,550 98.7% 34.0% (0.3%) 7.5% 8.0% 25.9% 4.9x 4.5x 4.2x 18.2x 37.3x Instructure, Inc. INST 638 710 97.6% NA NA 65.0% 52.6% NM 8.7x 5.7x 4.0x NM NM Financial K12 Inc. LRN 364 569 99.3% 13.9% (54.4%) (6.1%) 3.8% 10.6% 0.4x 0.4x 0.4x 3.9x 63.0x Median $1,592 $1,795 98.4% 16.0% 68.8% 19.9% 14.9% 22.6% 5.2x 4.6x 4.1x 20.9x 63.0x HCIT LARGE-CAP SAAS (Market Cap > $2Bn) Public Sector / salesforce.com, inc. CRM $50,984 $48,326 84.4% (2.2%) 35.5% 24.1% 24.7% 16.1% 6.8x 6.2x 5.1x 38.6x 222.0x Non-Profit Serv iceNow, Inc. NOW 12,652 13,020 86.7% 10.6% 53.7% 47.3% 37.0% NM 12.6x 9.2x 7.1x NM NM Workday, Inc. WDAY 16,536 10,911 99.2% 27.0% 10.9% 47.5% 34.0% NM 12.2x 10.9x 8.3x NM NM Large-Cap SaaS Ultimate Software Group, Inc. ULTI 6,021 5,915 91.2% 13.2% 37.2% 22.2% 26.2% 10.5% 9.7x 7.7x 6.3x 40.7x NM athenahealth, Inc. ATHN 5,113 4,962 74.0% (4.4%) 13.4% 22.9% 19.4% 12.4% 5.5x 4.6x 3.9x 27.9x NM Small-Cap Guidewire Software, Inc. GWRE 3,796 4,383 92.6% 13.9% 26.0% 11.5% 12.9% 6.3% 8.9x 8.5x 7.5x 45.3x NM SaaS Veev a Systems Inc VEEV 5,595 4,178 96.9% 76.4% NA 30.6% 28.7% 20.0% 11.8x 10.8x 8.9x 49.8x 78.1x Data & Medidata Solutions, Inc. MDSO 3,094 3,206 98.2% 34.2% 11.3% 17.1% 17.8% 10.4% 7.9x 6.7x 5.6x 34.2x 243.5x Analytics Proofpoint, Inc. PFPT 3,058 3,146 92.8% 23.2% 133.8% 35.7% 36.7% NM 11.5x 8.4x 6.5x NM NM Paycom Software, Inc. PAYC 2,891 2,999 94.7% 39.3% NA 48.8% 45.4% 19.5% 12.9x 8.8x 6.9x 60.1x 145.1x IT Operations Zendesk, Inc. ZEN 2,606 2,881 96.3% 52.6% NA 64.3% 48.4% NM 12.5x 8.4x 6.3x NM NM Cornerstone Ondemand, Inc. CSOD 2,507 2,570 96.2% 38.7% (11.4%) 28.9% 25.6% NM 7.4x 5.9x 4.8x NM NM Data Storage LogMeIn, Inc. LOGM 2,154 2,287 95.7% 33.1% 189.9% 22.4% 22.9% 12.3% 7.9x 6.5x 5.6x 31.9x 157.1x Atlassian Corp. Plc TEAM 5,527 2,268 85.2% NA NA 48.5% 30.7% 3.5% 12.1x 10.5x 8.1x NM NM IT Security RealPage, Inc. RP 1,984 2,063 97.2% 55.1% 5.5% 15.8% 21.7% 11.7% 4.2x 3.5x 3.0x 21.5x NM HubSpot, Inc. HUBS 1,902 2,037 95.9% 26.0% NA 57.0% 45.4% NM 10.5x 7.2x 5.5x NM NM Median $3,445 $3,176 95.2% 27.0% 26.0% 29.8% 27.5% 12.0% 10.1x 8.1x 6.3x 38.6x 157.1x

PAGE | 23 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

SMALL-CAP SAAS (Market Cap < $2Bn) Software Bellwethers Xero Limited XRO-NZ $1,792 $1,935 92.6% 46.3% (10.2%) 67.2% 59.6% NM 12.8x 8.7x 6.2x NM NM Ebix, Inc. EBIX 2,037 1,847 96.1% 128.0% 466.2% 23.9% 10.0% 37.0% 7.7x 7.0x 6.4x 20.1x 23.2x Communication CyberArk Software Ltd. CYBR 1,537 1,664 83.6% (3.1%) NA 56.1% 32.1% 24.5% 9.6x 7.2x 5.9x 33.7x 64.5x RingCentral, Inc. RNG 1,588 1,414 92.2% 32.9% 38.5% 34.7% 26.1% NM 5.4x 4.3x 3.4x NM NM Enterprise Qualys, Inc. QLYS 1,242 1,351 96.1% 29.0% 80.5% 23.0% 20.6% 23.8% 7.6x 6.3x 5.3x 21.9x 85.2x Alarm.com Holdings, Inc. ALRM 1,244 1,317 87.1% 145.2% NA 24.8% 17.4% 11.3% 6.0x 5.1x 4.3x 36.3x 111.9x HCM SPS Commerce, Inc. SPSC 1,129 1,246 93.8% 8.4% 7.4% 23.9% 21.9% 10.5% 7.1x 5.8x 4.9x 49.9x NM Benefitfocus, Inc. BNFT 1,183 1,184 88.8% 33.5% (18.7%) 34.7% 27.1% NM 6.4x 5.0x 4.0x NM NM Callidus Software Inc. CALD 954 1,141 84.8% 10.1% 99.7% 26.7% 18.2% 0.1% 5.5x 4.7x 3.9x 53.7x NM Marketing Q2 Holdings, Inc. QTWO 1,032 1,140 93.3% 17.5% NA 37.6% 36.7% NM 9.5x 6.9x 5.4x NM NM PLM & inContact, Inc. SAAS 867 874 99.9% 107.4% 72.8% 29.2% 18.7% 2.3% 3.9x 3.3x 2.8x 62.5x NM Engineering Fiv e9, Inc. FIVN 804 824 96.6% 338.0% NA 25.0% 21.8% NM 6.2x 5.1x 4.3x NM NM Instructure, Inc. INST 638 710 97.6% NA NA 65.0% 52.6% NM 8.7x 5.7x 4.0x NM NM SCM & Logistics IntraLinks Holdings, Inc. IL 616 577 96.4% 21.6% 15.2% 7.9% 8.3% 10.0% 2.2x 2.1x 1.9x 15.8x NM Workiv a, Inc. WK 707 542 95.2% 18.2% NA 28.9% 24.8% NM 4.9x 3.9x 3.2x NM NM Energy Hortonworks, Inc. HDP 370 493 36.6% (60.1%) NA 164.8% 45.6% NM 3.0x 2.1x 1.6x NM NM Bazaarv oice, Inc. BV 436 490 98.8% 34.0% (38.8%) 4.5% 1.8% NM 2.2x 2.2x 2.0x NM NM Financial Xactly Corp XTLY 416 453 98.8% 74.2% NA 24.3% 27.6% NM 4.8x 4.4x 3.5x NM NM MINDBODY, Inc. MB 708 388 96.5% 34.0% NA 44.8% 36.2% NM 7.0x 5.1x 4.0x NM NM Model N, Inc. MODN 236 307 79.5% 12.3% 12.6% NA NA NA NM 2.2x 1.9x NM NM HCIT Amber Road, Inc. AMBR 263 255 85.5% 129.2% NA 3.5% 9.9% NM 3.9x 3.6x 3.1x NM NM Public Sector / AppFolio Inc APPF 629 214 97.3% 14.6% NA 57.3% 39.2% NM 8.4x 6.0x 4.6x NM NM Non-Profit Castlight Health, Inc. CSLT 289 201 77.2% 3.2% NA 65.1% 33.3% NM 3.8x 2.9x 2.3x NM NM Median $804 $824 93.8% 31.0% 15.2% 29.1% 25.4% 10.9% 6.1x 5.0x 4.0x 35.0x 74.8x Large-Cap SaaS

Small-Cap SaaS

Data & Analytics

IT Operations

Data Storage

IT Security

PAGE | 24 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

DATA & ANALYTICS Software Bellwethers Splunk Inc. SPLK $6,786 $7,895 87.7% 4.9% (4.6%) 48.3% 36.8% NM 8.6x 7.6x 5.9x NM NM

Teradata Corporation TDC 3,750 4,042 93.7% 10.2% (43.9%) (7.4%) (9.6%) 19.4% 1.5x 1.6x 1.7x 6.7x NM Communication Tableau Software, Inc. DATA 2,831 3,639 52.7% (57.6%) (22.6%) 48.5% 27.8% NM 4.3x 3.4x 2.8x NM NM Verint Systems Inc. VRNT 2,737 2,376 75.7% (13.0%) 0.3% 0.2% (2.9%) 15.4% 2.6x 2.5x 2.3x 10.3x NM Enterprise Pegasystems Inc. PEGA 2,191 2,250 97.6% 20.1% 48.2% 15.7% 15.8% 12.9% 3.2x 2.8x 2.5x 19.9x 61.9x MicroStrategy Incorporated MSTR 1,379 1,573 79.8% (16.0%) 56.3% (8.6%) (3.8%) 29.3% 2.6x 2.7x 2.6x 8.4x 14.9x HCM Inov alon Holdings, Inc. INOV 1,777 997 61.6% (27.8%) NA 20.9% 8.0% 32.8% 4.1x 3.8x 3.4x 11.7x 15.1x PROS Holdings, Inc. PRO 688 687 88.9% 1.0% (34.2%) (9.5%) (10.5%) NM 4.1x 4.6x 4.3x NM NM Median $2,464 $2,313 83.8% (6.0%) (4.6%) 7.9% 2.6% 19.4% 3.6x 3.1x 2.7x 10.3x 15.1x Marketing

IT OPERATIONS MANAGEMENT PLM & Engineering Red Hat, Inc. RHT $14,219 $14,638 95.7% 10.4% 76.7% 14.7% 18.2% 39.3% 6.4x 6.0x 5.2x 26.0x 66.6x

CA, Inc. CA 13,040 13,859 94.5% 20.8% 10.5% (5.6%) 0.7% 38.0% 3.2x 3.2x 3.2x 8.3x 18.2x SCM & Logistics Citrix Systems, Inc. CTXS 13,330 13,271 94.7% 21.6% 20.1% 4.2% 3.4% 26.2% 4.1x 3.9x 3.8x 10.8x 41.6x Serv iceNow, Inc. NOW 12,652 13,020 86.7% 10.6% 53.7% 47.3% 37.0% NM 12.6x 9.2x 7.1x NM NM Energy VMware, Inc. VMW 24,163 9,125 89.1% (9.0%) (10.6%) 10.1% 5.3% 24.5% 3.6x 3.5x 3.3x 10.1x 9.2x F5 Networks, Inc. FFIV 7,569 8,252 98.0% 6.6% 40.1% NA NA NA NM 3.7x 3.5x 9.9x NM Financial Micro Focus International plc MCRO-GB 7,574 6,544 89.3% 54.1% 127.4% 93.2% 20.0% 42.9% 9.6x 5.6x 5.4x 15.7x NM Arista Networks, Inc. ANET 5,413 5,928 98.5% 39.5% NA 43.4% 31.7% 19.5% 6.5x 4.9x 4.1x 21.5x 49.8x Software AG SOW-DE 3,159 3,348 100.0% 43.8% 19.0% 1.8% 2.7% 30.0% 3.3x 3.2x 3.1x 11.1x 21.7x HCIT NetScout Systems, Inc. NTCT 2,711 2,691 72.6% (17.3%) 15.0% 110.6% 27.5% 14.8% 2.8x 2.3x 2.2x 10.1x NM Public Sector / New Relic, Inc. NEWR 1,728 1,948 95.5% 2.9% NA 64.2% 40.6% NM 9.5x 7.3x 5.6x NM NM Non-Profit Progress Software Corporation PRGS 1,241 1,319 91.3% 6.1% 3.4% 13.5% 9.2% 25.7% 3.1x 3.0x 2.9x 9.3x 153.4x Radware Ltd. RDWR 382 601 79.1% (15.6%) (0.3%) (2.4%) (4.6%) 12.7% 1.8x 1.8x 1.7x 10.1x 32.4x Large-Cap SaaS Median $7,569 $6,544 94.5% 10.4% 19.0% 14.1% 13.7% 25.9% 3.9x 3.7x 3.5x 10.1x 37.0x Small-Cap SaaS

Data & Analytics

IT Operations

Data Storage

IT Security

PAGE | 25 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

DATA STORAGE Software Bellwethers NetApp, Inc. NTAP $7,165 $9,982 99.2% 22.5% (16.8%) (9.2%) (2.9%) 13.9% 1.3x 1.3x 1.3x 6.5x 30.9x Iron Mountain, Inc. IRM 15,250 9,880 90.4% 20.4% 39.1% (3.6%) 16.3% 25.8% 5.1x 4.4x 4.0x 16.6x 80.7x Communication Brocade Communications Systems, Inc. BRCD 4,453 3,700 84.4% (8.4%) 15.1% 2.4% 2.9% 20.7% 2.0x 1.9x 1.7x 6.7x 16.0x CommVault Systems, Inc. CVLT 1,941 2,360 98.7% 53.8% (40.6%) (2.0%) 6.7% 2.1% 3.3x 3.1x 2.9x 22.4x NM Enterprise Barracuda Networks, Inc. CUDA 1,184 1,328 98.9% 60.4% NA 15.4% 7.5% 2.6% 3.7x 3.5x 3.2x 22.5x NM Box, Inc. BOX 1,883 848 99.4% 32.7% NA 39.9% 30.6% NM 5.4x 4.9x 3.8x NM NM HCM Nimble Storage, Inc. NMBL 551 751 36.5% (60.8%) NA 41.5% 23.7% NM 1.6x 1.4x 1.1x NM NM Carbonite, Inc. CARB 372 415 99.2% 38.9% 0.4% 11.4% 45.5% NM 2.7x 1.9x 1.8x NM NM Median $1,912 $1,844 98.8% 27.6% 0.4% 6.9% 11.9% 13.9% 3.0x 2.5x 2.3x 16.6x 30.9x Marketing

IT SECURITY PLM & Engineering Cisco Systems, Inc. CSCO $124,277 $159,055 99.3% 23.3% 36.5% 0.2% 1.1% 30.7% 2.5x 2.5x 2.5x 7.5x 14.8x

Symantec Corporation SYMC 12,648 15,623 99.0% 29.8% 1.8% (4.7%) 8.3% 28.2% 3.4x 3.2x 2.9x 8.6x NM SCM & Logistics Palo Alto Networks, Inc. PANW 13,100 14,475 81.8% (7.2%) 253.6% 48.5% 33.3% NM 9.5x 8.3x 6.3x NM NM Check Point Software Ltd. CHKP 12,241 13,308 86.3% (2.9%) 35.4% 9.0% 5.8% 52.4% 7.5x 7.1x 6.7x 13.2x 19.4x Energy VeriSign, Inc. VRSN 10,179 8,353 83.3% 9.5% 52.7% 4.9% 7.6% 63.0% 9.6x 8.9x 8.7x 14.5x 22.3x Fortinet, Inc. FTNT 5,370 6,377 82.7% (14.2%) 77.1% 31.0% 26.7% 5.5% 5.3x 4.2x 3.5x 32.8x NM Financial Gemalto N.V. GTO-NL 6,086 5,766 85.6% 0.5% (41.9%) 26.6% 3.5% 16.8% 1.8x 1.7x 1.6x 10.5x 29.2x Trend Micro Incorporated 4704-JP 3,561 4,863 77.6% (0.1%) (7.1%) 7.9% 26.5% 31.6% 3.5x 2.7x 2.6x 11.4x 27.5x Proofpoint, Inc. PFPT 3,058 3,146 92.8% 23.2% 133.8% 35.7% 36.7% NM 11.5x 8.4x 6.5x NM NM HCIT FireEye, Inc. FEYE 2,194 2,499 44.4% (54.9%) (63.5%) 46.4% 16.2% NM 3.5x 3.0x 2.6x NM NM Public Sector / CyberArk Software Ltd. CYBR 1,537 1,664 83.6% (3.1%) NA 56.1% 32.1% 24.5% 9.6x 7.2x 5.9x 33.7x 64.5x Non-Profit Qualys, Inc. QLYS 1,242 1,351 96.1% 29.0% 80.5% 23.0% 20.6% 23.8% 7.6x 6.3x 5.3x 21.9x 85.2x Mimecast Limited MIME 1,000 1,042 95.2% NA NA 22.2% 23.0% 5.6% 7.0x 6.0x 4.9x NM NM Large-Cap SaaS Varonis Systems, Inc. VRNS 682 794 98.3% 99.9% NA 25.5% 25.6% NM 5.4x 4.3x 3.6x NM NM Rapid7 Inc. RPD 640 743 71.3% (20.7%) NA 43.8% 40.1% NM 5.8x 4.1x 3.3x NM NM Small-Cap Cheetah Mobile, Inc. CMCM 1,608 460 58.3% (10.9%) NA 105.0% 11.1% 8.3% 2.7x 2.5x 2.0x 35.8x 16.4x SaaS

Median $3,310 $4,005 84.6% (0.1%) 36.5% 26.1% 21.8% 24.5% 5.6x 4.2x 3.6x 13.8x 24.9x Data & Analytics

IT Operations

Data Storage

IT Security

PAGE | 26 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

OUR FIRM

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at www.harriswilliams.com/industries.

Aerospace, Defense Building Products Business Consumer Energy, Power Healthcare Industrials Specialty Technology, Transportation & Government & Materials Services & Infrastructure & Life Sciences Distribution Media & Telecom & Logistics Services

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

Boston Richmond (Headquarters) Frankfurt Two International Place 1001 Haxall Point Bockenheimer Landstrasse 33-35 24th Floor 9th Floor 60325 Frankfurt Boston, Massachusetts 02110 Richmond, Virginia 23219 Germany Phone: +1 (617) 482-7501 Phone: +1 (804) 648-0072 Phone: +49 069 3650638 00

Cleveland San Francisco London 1900 East 9th Street 575 Market Street 63 Brook Street 20th Floor 31st Floor London W1K 4HS, England Cleveland, Ohio 44114 San Francisco, California 94105 Phone: +44 (0) 20 7518 8900 Phone: +1 (216) 689-2400 Phone: +1 (415) 288-4260

Minneapolis Washington, D.C. 222 South 9th Street 800 17th St. NW Suite 3350 2nd Floor NETWORK OFFICES Minneapolis, Minnesota 55402 Washington, D.C. 20006 Phone: +1 (612) 359-2700 Phone: +1 202-207-2300 Beijing New Delhi Hong Kong Shanghai Mumbai

PAGE | 27 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2016

HARRIS WILLIAMS & CO.

SOURCES

FactSet.

S&P Capital IQ.

PNC Capital Markets.

S&P LCD stats.

PitchBook.

HW&Co. proprietary transaction information.

DISCLOSURES

Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services.

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD- PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent.

Copyright© 2016 Harris Williams & Co., all rights reserved.

PAGE | 28