Human Capital Management Q2 Overview

HOULIHAN LOKEY TECHNOLOGY, MEDIA & TELECOM GROUP SEPTEMBER 2019 Houlihan Lokey is the trusted advisor to more top decision- makers than any other independent global investment bank.

Corporate Finance Financial Restructuring Financial Advisory

2018 M&A Advisory Rankings 2018 Global Distressed Debt & Bankruptcy 1999 to 2018 Global M&A Fairness All U.S. Transactions Restructuring Rankings Advisory Rankings Advisor Deals Advisor Deals Advisor Deals

1 Houlihan Lokey 207 1 Houlihan Lokey 63 1 Houlihan Lokey 1,073 2 Goldman Sachs & Co 197 2 PJT Partners Inc. 45 2 JP Morgan 971 3 JP Morgan 154 3* Moelis & Co. 36 3 Duff & Phelps 728 4 Morgan Stanley 135 3* Lazard 36 4 Bank of America Merrill Lynch 660 5 Jefferies LLC 117 3* Rothschild & Co. 36 5 Morgan Stanley 659 Source: Thomson Reuters Source: Thomson Reuters. Announced or completed Source: Thomson Reuters * Denotes tie transactions.

No. 1 U.S. M&A Advisor No. 1 Global Restructuring Advisor No. 1 Global M&A Fairness Opinion Advisor Top 10 Global M&A Advisor 1,000+ Transactions Completed Valued at More Than $2.5 Trillion 1,000+ Annual Valuation Leading Capital Markets Advisor Collectively Engagements

2 Leading M&A Advisory Firm With Global Reach

• Consistently ranked No. 1 M&A advisor for U.S. transactions under North America Europe & Middle East Asia-Pacific $1.5 billion for the last several Atlanta Miami Amsterdam Madrid Beijing Sydney years • 1,300 employees in 23 total offices Chicago Minneapolis Dubai Milan Hong Kong Tokyo worldwide Dallas New York Frankfurt Paris Singapore • One unified team with a shared Houston San Francisco London bonus pool incentivizes bankers for global coordination Los Angeles Washington, D.C. • Global reach and local country Employees Traded presence required to access 1,300 Publicly cross-border buyers and extract ~45% Owned by Employees ~$3 Billion Market Cap outlier valuations ~$1 Billion of Revenue No Debt

U.S. M&A Transaction Leader No. 1 U.S. TMET Practice Under $1 Billion

Houlihan Lokey executed more transactions under $1.5 billion over the last five years than any other firm. 2014-2018 M&A Advisory Rankings U.S. Technology, Media, Entertainment & Telecommunications Transactions 868 900 Under $1 Billion

800 Adv isor Deals

700

600 498 478 1 Houlihan Lokey 171 500 446 427

400 2 Morgan Stanley 138 300 3 Goldman Sachs & Co 131 200 Number of Deals 100 4* Evercore Partners 115

0 4* Moelis & Co 115 Source: Thomson Reuters * Denotes tie

. 3 Unparalleled Experience With Financial Sponsors

Largest Financial Sponsor Group Focused on Mid-Cap Funds Deep Relationships Across Fund Sizes and Types

Importance of . Houlihan Lokey has sold more than 400 companies to financial Sponsors sponsors over the past five years . Buyout firms have approximately $1 trillion of dry powder (1)

Broadest and . Houlihan Lokey has 16 senior officers dedicated to the Deepest Financial sponsor community in North America and Europe Sponsor Coverage . Coverage of 850 private equity firms, 200 hedge funds and Group 100 family offices . Organized geographically to ensure client coverage proximity

High Quality . Worked on over 800 engagements for financial sponsors in the Relationships last year . Provide financial sponsors access to successful solutions– with coverage officers facilitating two-way information flow between the sponsors and Houlihan Lokey

Unparalleled Data . Knowledge of, and database on, financial sponsor preferences on Buyer Behavior and behavior through our relationships and deal flow . Collect and analyze comprehensive data on industry, size, and general market trends

Companies Houlihan Lokey Sold To Financial Sponsors More Than 400 Companies Over the Last 5 Years 106 90 81 81 71

2014 2015 2016 2017 2018

1. Source: Pitchbook.com and Preqin. 4 Leading TMT Advisory Team

Senior Leadership Team With Extensive Experience

Rob Louv Roy Kabla Co-Head & Co-Head & Managing Director Managing Director

John Cooper Steve Cramer Daniel Gossels Thomas Olivier Managing Director Managing Director Managing Director Managing Director

Chris Russo Christopher Wilson Managing Director Managing Director

Expertise and Capabilities Key Relationships Expertise and Capabilities Key Relationships Expertise and Capabilities Key Relationships

 Public Cloud  Cloud Monitoring  Digital Content Delivery  Private Cloud Out of Home  Network Management AWS/Azure/Cloud  VR/AR  Hybrid Cloud Entertainment/Digital Infrastructure/Security  Network Analytics Hosting  Family Entertainment  Data Centers Signage  Security, Log Management  Arcade Video Games  Co-Location  IT Operations Management

 Digital Publishers  Legal  Digital Video  Travel & Hospitality Broadcast Technology/  On-demand Services Digital Publishing/Video  Health Information Vertical Industry Software  EdTech Media Services  Creative Participation  Viral Content  Nonprofit  Digital Rights  Real Estate  Film Production and  Fantasy Sports/Gaming  CRM Distribution  OTT/Video  Customer Engagement Film/TV/Music/  Music Publishing Marketing Automation Sports/Live Entertainment  Data Analytics  Marketing Automation Entertainment  Entertainment Services  Social Media/Esports  Ad Tech  Music Festivals  Youth/Amateur  Entertainment IP  Planning  Talent Acquisition Manufacturing Tech/  S&OP Consumer Internet  Music Tech Human Capital  HRIS Supply Chain/  Procurement Services  Food Tech Management  Talent Management Procurement  Inventory  VMS  Data Infrastructure  B2C E-commerce  Digital Workplace Data Analytics/  Enterprise Analytics Enterprise Workflow/  E-commerce Enablement  Enterprise Collaboration E-commerce/Retail Tech Intelligence  Data Sources & APIs Content Management  Retail Analytics  ERP  Data Resources  POS 5 Domain Expertise: HCM Technology and Tech-Enabled Services HCM Software HCM Tech-Enabled Services

a portfolio company of a portfolio company of has been acquired by a portfolio company of a portfolio company of has been acquired by along with minority investor has been acquired by has received an equity investment has completedbeen acquired a financing by has been acquired by from consisting of has divested has divested $24,000,000 Talent & Technology Series D Solutions has sold ECS Federal to has been acquired by a portfolio company of Convertible Preferred Stock has been acquired by a portfolio company of to to Bert Miller

Sellside Advisor Sellside Advisor Sellside Advisor Financial Advisor PlacementSellside Advisor Agent Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Learning Learning Talent Employee Talent Workforce Talent Staffing Staffing Government Contingent Staffing Management Management Analytics Engagement Analytics Management Acquisition Contracting Labor

Series D Convertible Preferred Stock has been acquired by a subsidiary of has partnered with a subsidiary of has been acquired by has been acquired by has been acquired by has been acquired by Led by: has been acquired by has completed a financing has been acquired by consisting of

With participation from existing $24,000,000 has been acquired by investors: Serieshas been D acquired by a portfolio company of Convertible Preferred Stock

$25,000,000

Sellside Advisor* Placement Agent Sellside Advisor* Sellside Advisor* Sellside Advisor Sellside Advisor* Sellside Advisor & Fairness Opinion PlacementSellside Advisor Agent Sellside Advisor Sellside Advisor Sellside Advisor Predictive Social Recruiting Contingent Social Workforce Contingent Staffing Talent Payroll and Staffing Contingent Contingent Talent Analytics Platform Labor and Engagement and Management Labor Acquisition HRIS Labor Labor Procurement Workforce Mgmt

a portfolio company of has been Sale of secondary shares to has been acquired by has been acquired by has been acquired by a portfolio company of $30,000,000 recapitalized by Series A Preferred Stock

has been acquired by has been acquired by

Financial Advisor* Financial Advisor* Shareholder Advisor* Sellside Advisor* Sellside Advisor* Sellside Advisor Sellside Advisor Financial Advisor and Placement Agent* Contingent ATS for Workforce Mgmt HRIS Learning Sourcing and HRIS Contingent Talent Analytics Staffing Training, Payroll and Labor and Education and for Hourly Management Talent Analytics Labor and Learning, and HRIS Procurement Government Employees Procurement Compliance Deep Relationships Across HCM Software and Tech-Enabled Services

Tombstones included herein represent transactions closed from 2008 forward. Selected transactions were executed by Houlihan Lokey professionals while at other firms acquired by Houlihan Lokey or by professionals from a Houlihan Lokey joint venture company. 6 SaaS Advisory Track Record

Unmatched SaaS transaction experience with more than 80 SaaS sellside transactions closed—a leader in the industry.

a portfolio company of

a portfolio company of has been acquired by has been acquired by has received an equity investment has been acquired by has received a significant growth from has received an equity investment has been acquired by has been acquired by investment from from

has been acquired by an operating subsidiary of a portfolio company of a portfolio of companies owned by

Sellside Advisor Sellside Advisor Sellside Advisor Financial Advisor Financial Advisor Financial Advisor Sellside Advisor Sellside Advisor Financial Advisor

Security Software Content Lifecycle Customer Experience Retail Analytics Web Content Nonprofit CRM and Manufacturing Talent Management Digital Workplace Management Management Management Fundraising Content Management

has been acquired by has received an equity investment has received an equity investment has been acquired by has received an equity investment has been acquired by from from from has completedbeen acquired a financing by has completed a financing has been acquired by consisting of consisting of has been acquired by

a portfolio company of $24,000,000 $24,000,000 Series D Series D Convertible Preferred Stock Convertible Preferred Stock a portfolio company of

Sellside Advisor Financial Advisor PlacementSellside Advisor Agent PlacementSellside Advisor Agent Sellside Advisor Sellside Advisor Financial Advisor Financial Advisor Sellside Advisor Healthcare Analytics Security Talent Contact Center Supply Chain Recruiting and Mobile Marketing Financial Technology Software Management Workforce Network Onboarding Advertising Automation Optimization

a wholly-owned subsidiary of Series D Convertible Preferred Series E Convertible Preferred Stock has been acquired by has been acquired by has been acquired by Stock has been acquired by Led by: Led by: has been acquired by has been acquired by With participation from existing investors: With participation from existing a portfolio company of investors: Apex Venture Partners, SSM a wholly-owned subsidiary of Partners, Origin Ventures, River Cities Capital Funds, and I2A Fund $25,000,000 $30,000,000 Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Placement Agent Placement Agent

Workplace Web Content Outcomes Social Media CRM and Marketing E-Signature Social Recruiting Marketing Management Management Management Analytics Call Center Automation Automation

Tombstones included herein represent transactions closed from 2014 forward. Selected transactions were executed by Houlihan Lokey professionals while at other firms acquired by Houlihan Lokey or by professionals from a Houlihan Lokey joint venture company. 7 Alchemy Systems

Careful positioning of the equity story and a meticulously-run process prompted robust bidding that led to a signed deal 15 days after the check-in bid date and three days after the final bid date. Business / Market Company Description Financial Metrics Metrics  Market leader, and de facto  3-year Contracts  1,100 customers including 50 of standard, for training frontline  10-year Organic Billings CAGR: 19% top 100 food companies a portfolio company of employees in the food industry  Gross Margin: >80%  North America addressable  SaaS solution employs innovative market: $12 billion  EBITDA Margin: >30% has been acquired by technology and proprietary content  International addressable  Recurring Billings: >90% to promote safety, compliance, and market: $17 billion operational excellence  Net $ Retention: >100% Sellside Advisor  Serving more than 3 million workers  LTV/CAC: >15x in over 50,000 locations worldwide Process Dynamics: Initial Marketing Phase Process Dynamics: Winning Bid

150%

125%

100% (1)

75% 143% 132%

EV EBITDA EV 125% 50% 100% Bid as a % of Initial Bid of Initial% a as Bid

25% Competitive tension was sustained until the day of signing

1 2 3 4 5 6 7 8 9 1011121314151617181920212223242526272829303132333435363738394041424344454647 0% Winning Bidder Number of IOIs Received Initial Bid Revised Refresh Final Bid Initial Bid Bid

1) Multiples represent EV/EBITDA. Houlihan Lokey advised buyers to consider NCY results and pro forma adjustments. 8 Current Market Conditions Remain Strong for HCM M&A

We are experiencing strong market conditions for SaaS technology companies and HCM continues to outperform. Technology and SaaS Comps  Markets have continued to be strong despite some recent market  Strategics and Sponsors are looking for more mature models with Remain Strong— volatility revenue that will move the needle. Both have shown a willingness HCM Outperforming  HCM continues to trade strong to lean in on valuation when unit economics are strong.  Paycom at 18.1x revenue  Workday at 13.4x revenue  Median HCM is 5.3x revenue

Capital Is Highly Cash Stockpiles + Cheap Debt + High Stock Prices = Acquisition Currency Available  Billions of cash on public company balance sheets  Public companies need to put cash to work  Private equity funds need to invest >$1.4 trillion of committed capital  Buyers can borrow at record lows to finance acquisitions  Interest rates at record lows  Buyers can use highly valued stock to make acquisitions

Large-Cap Few targets of meaningful size that can impact top and bottom line for buyers. HCM is valuing growth. Acquirers Seeking 1 1 New Areas of Company 18-19E Rev. Growth EBITDA % Valuation Company 18-19E Rev. Growth EBITDA % Valuation Growth and Oracle (0.1%) 47.1% 5.3x Workday 26.4% 19.6% 13.4x Expansion ADP 5.4% 24.5% 5.0x Paycom 27.1% 41.3% 18.1x IBM (3.2%) 24.5% 2.1x Paylocity 22.1% 28.8% 9.8x Take-Privates Take privates of mid-cap companies have surged over the past few years Are Surging as PEs  Amber Road acq. by E2open ($415.4M/46.6% Premium)  Netsuite acq. by Oracle ($9.4B/57.9% Premium) Look to Write Larger Checks(2)  Ultimate Software acq. by Hellman & Friedman ($11.0B/32.0% Premium)  ReachLocal acq. by Gannett ($156.0M/184.0% Premium)  Bazaarvoice acq. by Marlin Equity Partners ($521.0M/13.4% Premium)  LinkedIn acq. by Microsoft ($26.2B/54.3% Premium)  Xactly acq. by Vista ($562.0M/34.9% Premium)  Qlik acq. by Thoma Bravo ($3.0B/40.0% Premium)3  Jive acq. by Wave Systems ($353.4M/22.1% Premium)  Demandware acq. by Salesforce ($2.8B/62.8% Premium)  Halogen acq. by Saba ($170.1M/25.1% Premium)  Marketo acq. by Vista ($1.8B/60.3% Premium)  Neustar acq. by Golden Gate ($2.9B/38.7% Premium)  SciQuest acq. by AKKR ($373.0M/28.4% Premium)  Infoblox acq. by Vista ($1.3B/31.6% Premium)  Cvent acq. by Vista ($1.5B/66.1% Premium)  Rackspace acq. by Apollo ($4.3B/36.8% Premium)  Monster acq. by Randstad ($429.0M/29.3% Premium)

1 Public equities trading multiples and growth based on 2019E figures. Data from Capital IQ as of July 1, 2019 2 Source: 451 Research, CapitalIQ and MarketWatch 9 3 Calculated off 10 day moving average from March 3, 2016 Macro Market Snapshot EV/NTM Revenue by Index Share Price Weighted by Market Cap

12.0x SaaS HCM S&P 500 NASDAQ 50.0% SaaS HCM S&P 500 NASDAQ 40.0% 10.0x 10.3x 34.7% 30.0% 8.0x 20.0% 22.2% 6.0x 10.0% 8.7% 6.9% 0.0% 4.0x 3.4x 3.1x (10.0%) 2.4x 2.0x (20.0%) 0.0x (30.0%)

Valuation Is Closely Tied to Revenue Growth(1) Rule of 40: Premium on Growth + Profitability(1)

13.4x

13.3x 13.1x 9.8x 9.0x 9.8x 7.5x 7.4x

5.4x 5.6x 5.5x 7.5x 6.0x

EV/ 2019E EV/2019E Revenue EV/2019E Revenue 5.7x 5.4x 5.2x

2.4x 2.8x

<10% 10-20% >20% <10% 10-20% >20% <40% >40% <40% >40% HCM(2) SaaS HCM(2) SaaS

Sources: Capital IQ – Data as of July 1, 2019 1) Ranges shown indicate Median through Top Quartile EV/2019E Revenue. 2) HCM Index comprised of companies shown on company benchmarking charts in following pages. 10 Human Capital Management Landscape Talent Acquisition Core HR Talent Management

Succession

Employee Marketing Workforce and Benefits Sourcing Recruitment Assessments Applicant Tracking Hiring Tools Onboarding Payroll HRIS Management Contingent Labor Compensation Performance and Learning Engagement Talent Analytics Leaders Challengers Emerging New

11 Large and Growing Market With Massive TAM

HCM market forecast to grow at nearly 10% annually until 2022, driven in large part by the growth in overall enterprise SaaS and cloud software.

Human Capital Management Growth SaaS and Cloud Services Forecast

Billions Billions SaaS $281.2 $257.7 $234.3 $211.9 $190.7 $126.8 $113.1 $167.2 $98.9 $22.5 $85.1 $20.6 $72.2 $18.9 $17.3 $58.8 $14.5 $15.8

2017A 2018A 2019E 2020E 2021E 2022E 2017A 2018A 2019E 2020E 2021E 2022E

Estimated $22.5B in total revenue by 2022, driven by: Overall enterprise software growth has been driven by the proliferation of SaaS and hybrid cloud models in the last decade  Enterprises looking for unified HCM suites to save costs and manage the entire HCM workflow  Organizations are seeking simpler, more flexible and economic ways to move and manage workloads across environments  Emergence of artificial intelligence in automating HR processes, intelligently recommending candidates and  Overall SaaS market is estimated to grow to $126.8B by 2022 streamlining the recruiting process at a CAGR of 16.6%  Record low U.S. unemployment forcing companies to find creative solutions to source talent

Source: US Bureau of Labor Statistics, Gartner, Deloitte 12 Historical HCM M&A Summary

HCM M&A Transaction Summary (2005 – 2019 YTD)

Aggregate Enterprise Value ($M) Deal Volume

$15,000 64 70 $14,000 58

$13,000 55 60 $12,000 48 49 50 49

$11,000 50

$10,000

$9,000

35 40

$8,000

$7,000

30 $6,000 21

$5,000

20 $4,000 11

$3,000

10 $2,000

$1,000 $2,440 $4,326 $5,324 $153 $5,629 $5,072 $41,928 $4,614 $2,914 $13,517

$0 0 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 YTD

HCM M&A Transaction by Subsector (2015 – 2019 YTD)

Deal Volume Average EV/Revenue 40 Average EV/EBITDA 50.0x 40.0x

40.0x 31.4x

30.0x

20 19.6x 13.8x 20.0x 11.2x 7.6x

4.5x 5.2x 10.0x 3.6x 2.5x 3.8x 3.5x 2.0x 2.1x 1.9x 2.1x 0.7x 3.4x

0 0.0x Workforce Learning Compensation Payroll Applicant Talent Performance & Hiring Tools Sourcing Contingent Employee Onboarding Assessments HRIS Recruitment Management & Benefits Tracking Analytics Succession Labor Engagement Marketing

# of Deals 26 19 21 15 10 6 10 11 10 5 11 3 8 10 11

Aggregate EV $11,537 $2,740 $3,248 $5,495 $33 $73 $817 $205 $517 NA $218 NA $3,773 $3,100 $27,391

Source: Capital IQ, 451 Research, and Kognetics as of July 1, 2019 Note: Includes transactions with undisclosed financial terms; Transactions may fall into more than one indicator NA or data not shown if data isn’t publicly available or EV/Revenue or EV/EBITDA is greater than 50x. 13 Historical M&A – Select Strategic Transactions HCM M&A Transactions by Subsector (2015 – 2019 YTD)

Sourcing Recruitment Assessments Applicant Hiring Tools Onboarding Payroll HRIS Workforce Contingent Comp. and Performance Learning Employee Talent Marketing Tracking Mgmt Labor Benefits and Engagement Analytics Succession

Deal Volume 10 11 8 10 11 3 15 10 26 5 21 10 19 11 6

$517 $27,391 $3,773 $33 $205 NA $5,495 $3,100 $11,537 NA $3,248 $817 $2,740 $218 $73 Aggregate ($M) EV

Randstad Linked In PSI Paycor LinkedIn Sterling ADP eCI Kronos Intuit Plansource Salesforce SAP ReFFIND Workday

Indeed Microsoft PSI SnagAJob Roper Sterling Visma AS Roper ShiftHub Adecco Mercer Deltek LinkedIn Blackhawk Ultimate

Engage IQ Monster Sage NGA Ultimate ADP CareerBuilder TalentSoft Aon CEB Indeed Gartner 2Excel Navigator Saba

Cornerstone Figaro HC Svcs & Medix CEB Saba Infor Intuit Intuit Saba Workday OnDemand Classifieds ADP Sol Staffing

Learning WayUp ADP Bullhorn Adecco ADP Ascentis Workday Visma Deloitte Xing Tech.

PIXID John Wiley Recruit Visma Culture Amp PeopleAdmin YouEarnedIt

Learning PSI Bullhorn iCIMs Tech. LinkedIn

Healthcare Capp & Co Montage Intertek Services

Shaker ATS

Cornerstone OnDemand

Advance Publications

Source: Capital IQ, 451 Research, and Kognetics as of July 1, 2019 Note: Includes transactions with undisclosed financial terms; Transactions may fall into more than one indicator NA or data not included if data isn’t publicly available or EV/Revenue or EV/EBITDA is greater than 50x 14 Select Sponsor Activity HCM Transactions by Subsector (2015 – 2019 YTD)

Deal Volume 10 11 8 10 11 3 15 10 26 5 21 10 19 11 6

$517 $27,391 $3,773 $33 $205 NA $5,495 $3,100 $11,537 NA $3,248 $817 $2,740 $218 $73 Aggregate ($M) EV

Verisys Bedford Symphony Waud TCV Spectrum Summit Francisco Serent Harbourvest Vector Great Hill Summit Insight Insight Primus Funding

Argos Marlin Symphony Francisco JMI Summit AKKR FF&P Insight Insight Exponent Serent Soditic Equity

TS2 Symphony GA Apax Apax Permira Great Hill HIG Goldman Goldman TPG Holdings

EQT / VSS Vista Riverside Turn/River Rho KKR KKR LLR JMI Sunstone

Apse AKKR Riverwood Vista AKKR Battery ParkerGale Vista Warburg Capital

Inverness Spectrum IVP Battery Graham Vista Frontier

New Rho/Invus Scale Mountain Francisco

Gemspring 83North Vista Bain

JMI H&F Goldman

Bain Marlin Vista

Francisco

Source: Capital IQ, 451 Research, and Kognetics as of July 1, 2019 Note: Includes transactions with undisclosed financial terms; Transactions may fall into more than one indicator NA or data not included if data isn’t publicly available or EV/Revenue or EV/EBITDA is greater than 50x 15 HCM Actively Drawing Growth Equity

The last few years have seen a resurgence of growth equity into the HCM market with larger checks being put to work in more mature companies.

HCM Growth Equity Summary (2015 – 2019 YTD) Select Recent Growth Equity Transactions Date Target Lead Investor(s) Subsector $M Average Raise ($M) Deal Volume 07/2019 Recruitment Marketing $22

$45.0 109 120 07/2019 Employee Engagement $31

$40.0 95 100 07/2019 HRIS $15

$35.0

$30.0 80 06/2019 Learning $35

$25.0

60 06/2019 Payroll $79 $20.0 37 35 06/2019 $15.0 26 40 Performance and Succession $103 $10.0 06/2019 Hiring Tools $45 20

$5.0 $17.2 $9.7 $33.7 $37.5 $40.7 05/2019 Recruitment Marketing $50 $0.0 0

2015 2016 2017 2018 2019 YTD 05/2019 Learning $28

05/2019 Talent Analytics $56

HCM Growth Equity Volume by Round (2015 – 2019 YTD) 05/2019 Hiring Tools $28

05/2019 Contingent Labor $14 Series D Series E 3% 04/2019 Employee Engagement $18 Series C 5% 12% 04/2019 Workforce Management $15

04/2019 Hiring Tools $12

04/2019 Employee Engagement $37 Seed Series B 03/2019 Compensation and 36% Undisclosed $19 22% Benefits

03/2019 Employee Engagement $57

03/2019 Compensation and Series A $19 Benefits 22% 03/2019 Employee Engagement $280

03/2019 Learning $50

Source: Capital IQ and 451 Research, as of July 1, 2019; NA indicates not publicly available 16 Precedent M&A Transactions Enterprise Value and Relevant Multiples ($M)

2012 2016 2016 2018 2014 2014 2015 2016 2019 2012 2012 2012 2014 2015 2015 2015 2017 2017 2018

$750 $26,191 $116 $1,200 $1,000 $152 $378 $17 $10,867 $1,900 $1,300 $70 $200 $268 $1,500 $218 $3,300 $175 $100

Talent Acquisition Core HR HCM Suite Talent Management

28.0x

23.4x

Median EV/EBITDA Multiple 18.5x 18.5x

15.3x 12.9x 11.8x 9.9x 10.0x 8.1x 7.0x 7.2x 6.2x 5.0x Median EV/Revenue Multiple 4.1x 3.5x 3.5x 3.0x 2.9x 3.5x 2.3x 2.3x 1.8x 2.4x 0.7x 1.3x

Confidential(1) Target:

Confidential(1) Acquirer:

Source: Capital IQ and Wall Street research Note: Additional M&A transactions included in the appendix (1) Refers to HL transaction 17 Comparable Public Company Benchmarking

EV/CY2019E Revenue Multiple

Talent Acquisition Core HR HCM Suite Talent Management 18.1x

13.4x

9.8x 9.5x 9.4x 9.4x 8.9x 7.5x 5.2x 5.3x 6.1x 5.4x 5.3x 5.0x 5.6x 5.3x 5.2x 3.2x 2.4x Median 1.4x 2.1x 1.4x 2.0x 0.4x 0.4x

2018 – 2019E Revenue Growth

Talent Acquisition Core HR HCM Suite Talent Management

36.2% 34.7%

27.1% 26.4% 22.1% 19.2% 17.1% 17.6% 17.6% Median 10.7% 15.0% 13.1% 12.4% 9.8% 9.8% 8.3% 8.7% 5.6% 5.4% 4.1% NM NM NM NM NM

Sources: Capital IQ – Trading data as of July 1, 2019 18 Comparable Public Company Benchmarking (cont.)

EV/CY2019E EBITDA Multiple

Talent Acquisition Core HR HCM Suite Talent Management

43.8x 42.0x

34.0x 30.1x 28.3x 26.1x 20.3x 17.2x 18.4x 18.2x 18.5x 17.2x Median 8.5x 16.4x 11.3x 11.3x 8.5x 8.2x 8.5x 8.2x 6.2x NM NM NM NM

2019E EBITDA Margin

Talent Acquisition Core HR HCM Suite Talent Management 47.1% 41.3% 40.4% 33.8% 35.9% 33.8% 29.2% 28.8% 26.7% 29.9% 24.5% 24.5% 24.5% 23.1% 22.7% 21.4% 22.9% 19.6% 13.1% Median 13.1%

5.3% 5.0% 5.6% 1.0% NM

Sources: Capital IQ – Trading data as of July 1, 2019 19 Regression Analysis on Select HCM Public Companies

EV/2019E Revenue Multiple vs. 2018–2019E Revenue Growth Rate

20.0x

18.0x

16.0x

14.0x

12.0x

10.0x

8.0x

6.0x

4.0x

2.0x

0.0x 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0%

Source: Capital IQ – Trading data as of July 1, 2019 R-squared = 23% 20 Regression Analysis on Select HCM Public Companies

“Rule of 40”: EV/2019E Revenue Multiple vs. 2018–2019E Revenue Growth + 2019E EBITDA Margin

20.0x

18.0x

16.0x

14.0x

12.0x

10.0x

8.0x

6.0x

4.0x

2.0x

0.0x 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0%

Source: Capital IQ – Trading data as of July 1, 2019 R-squared = 40% 21 Rob Louv

Managing Director [email protected] and Co-Head of TMT 415.827.4775 San Francisco

Mr. Louv is a Managing Director and Co-Head of Houlihan Lokey’s Technology, Media & Qualifications Telecom (TMT) Group. He has an extensive background in TMT investment banking, with more than 200 announced transactions, representing nearly $200 billion in B.S.B.A. University of Florida aggregate consideration. Mr. Louv advises companies in a broad range of technology MBA Vanderbilt University domains, including technology-enabled services, SaaS, data services, cloud computing, PAST ArchPoint Partners vertical application solutions, human capital management, enterprise software, supply

Montgomery & Co. chain, mobility, business intelligence/analytics, infrastructure software, and financial technology. J.P. Morgan Securities Before joining Houlihan Lokey, Mr. Louv was Co-Founder of ArchPoint Partners which SunTrust he sold to Houlihan Lokey in 2014. Prior to co-founding ArchPoint Partners, Mr. Louv was a Managing Director and Co- Head of Technology Banking at Montgomery & Co., where he also served on the Board of Directors. Before joining Montgomery & Co., Mr. Louv was a Vice President with J.P. Morgan leading the firm’s West Coast mergers and acquisitions efforts in the technology sector. Prior to attending graduate school, Mr. Louv worked for SunTrust as an Assistant Vice President, executing leveraged loans and providing financial advisory services.

22 Erin L. Duffy

Vice President [email protected] San Francisco 415.273.3609

Ms. Duffy is a Vice President in Houlihan Lokey’s Technology, Media & Telecom Qualifications (TMT) Group. Prior to joining Houlihan Lokey, Ms. Duffy served as an Associate with Dominick B.A. Columbia University & Dominick LLC in New York, where she provided M&A advisory and capital- PAST Dominick & Dominick raising services to lower-middle-market companies located around the globe. She worked across multiple industries, including manufacturing, sports and entertainment, consumer, clean tech, and healthcare. Ms. Duffy graduated magna cum laude from Columbia University with a B.A. in Economics and a concentration in Psychology.

Houlihan Lokey is a trade name for Houlihan Lokey, Inc., and its subsidiaries and affiliates, which include those in (i) the United States: Houlihan Lokey Capital, Inc., an SEC-registered broker-dealer and member of FINRA (www.finra.org) and SIPC (www.sipc.org) (investment banking services); Houlihan Lokey Financial Advisors, Inc. (financial advisory services); HL Finance, LLC (syndicated leveraged finance platform); and Houlihan Lokey Real Estate Group, Inc. (real estate advisory services); (ii) Europe: Houlihan Lokey EMEA, LLP, and Houlihan Lokey (Corporate Finance) Limited, authorized and regulated by the U.K. Financial Conduct Authority; Houlihan Lokey S.p.A; Houlihan Lokey GmbH; Houlihan Lokey (Netherlands) B.V.; and Houlihan Lokey (España), S.A.; (iii) the United Arab Emirates, Dubai International Financial Centre (Dubai): Houlihan Lokey (MEA Financial Advisory) Limited, regulated by the Dubai Financial Services Authority for the provision of advising on financial products, arranging deals in investments, and arranging credit and advising on credit to professional clients only; (iv) Singapore: Houlihan Lokey (Singapore) Private Limited, an “exempt corporate finance adviser” able to provide exempt corporate finance advisory services to accredited investors only; (v) Hong Kong SAR: Houlihan Lokey (China) Limited, licensed in Hong Kong by the Securities and Futures Commission to conduct Type 1, 4, and 6 regulated activities to professional investors only; (vi) China: Houlihan Lokey Howard & Zukin Investment Consulting (Beijing) Co., Limited (financial advisory services); (vii) Japan: Houlihan Lokey K.K. (financial advisory services); and (viii) Australia: Houlihan Lokey (Australia) Pty Limited (ABN 74 601 825 227), a company incorporated in Australia and licensed by the Australian Securities and Investments Commission (AFSL number 474953) in respect of financial services provided to wholesale clients only. In the European Economic Area (EEA), Dubai, Singapore, Hong Kong, and Australia, this communication is directed to intended recipients, including actual or potential professional clients (EEA and Dubai), accredited investors (Singapore), professional investors (Hong Kong), and wholesale clients (Australia), respectively. Other persons, such as retail clients, are NOT the intended recipients of our communications or services and should not act upon this communication.

Houlihan Lokey gathers its data from sources it considers reliable; however, it does not guarantee the accuracy or completeness of the information provided within this presentation. The material presented reflects information known to the authors at the time this presentation was written, and this information is subject to change. Houlihan Lokey makes no representations or warranties, expressed or implied, regarding the accuracy of this material. The views expressed in this material accurately reflect the personal views of the authors regarding the subject securities and issuers and do not necessarily coincide with those of Houlihan Lokey. Officers, directors, and partners in the Houlihan Lokey group of companies may have positions in the securities of the companies discussed. This presentation does not constitute advice or a recommendation, offer, or solicitation with respect to the securities of any company discussed herein, is not intended to provide information upon which to base an investment decision, and should not be construed as such. Houlihan Lokey or its affiliates may from time to time provide investment banking or related services to these companies. Like all Houlihan Lokey employees, the authors of this presentation receive compensation that is affected by overall firm profitability.

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