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SaaS & Cloud M&A and Valuation Update Q2 2013

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

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

Section Page Introduction  Research Coverage: SaaS & Cloud 4  Key Takeaways 5-6 M&A Activity & Multiples  M&A Dollar Volume 8  M&A Transaction Volume 9-11  LTM Revenue Multiples 12-13  Highest Revenue Multiple Transactions for LTM 14  Notable M&A Transactions 15  Most Active Buyers 16-17 Public Company Valuation & Operating Metrics  SaaS & Cloud 95 Public Company Universe 19-20  Recent IPOs 21-27  Stock Price Performance 28  LTM Revenue, EBITDA & P/E Multiples 29-31  Revenue, EBITDA and EPS Growth 32-34  Margin Analysis 35-36  Best / Worst Performers 37-38 Notable Transaction Profiles 40-49 Public Company Trading & Operating Metrics 51-55 Technology & Telecom Team 57-58

Capstone Partners 2 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 2 Capstone Partners Investment Banking Advisors

Observations and Introduction Recommendations

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

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

Enterprise SaaS & Mobile & Wireless Consumer Internet Cloud

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

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

 M&A Dollar Volume in the Enterprise SaaS & Cloud market has surged from $8.6B in 2008 to $37.9B LTM  Huge Q2’13 public deal dollar volume of $14B buoyed LTM numbers  M&A Transaction Volume has increased from 271 transactions in 2008 to 566 transactions LTM  Transaction Volume increased slightly for LTM versus 2012  Cloud & IT Management and Vertical Market segments accounted for nearly half of the deal volume  The Median LTM Revenue Multiple paid for private company targets has rebounded to 4.0x for LTM after dropping in 2011 and 2012, though remains slightly below the 5 year high in 2010 of 4.2x  Hot companies and sectors can see double digit multiple exits but those are the exception with most companies being acquired at much more reasonable multiples  The Median LTM Revenue Multiple paid for public company targets above $100M has fallen to 3.2 from a 2010 high of 4.1x but appears to be leveling  Fewer high growth, pure-play public SaaS companies were acquired in the last twelve months than in 2010 and 2011  Notable M&A transactions in Q2

 PE Investors / BMC ($6.9B)  ServiceLink / LPS ($2.9B)  Salesforce / ExactTarget ($2.3B)  IBM / SoftLayer ($2.0B)  Vista Equity Partners / WebSense ($1.0B)  Adobe / Neolane ($600M)  Thoma Bravo / Keynote ($399M)  Trulia / Market Leader ($336M)  Rogers / Blackiron Data ($196M)  Cisco / Composite Software ($180M)

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

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

 Q2’13 saw 7 SaaS & Cloud IPOs added to the SaaS & Cloud 95 Universe compared to just 1 in Q1  Most offerings performed well with just one company closing its first day of trading below its IPO price  Median SaaS & Cloud 95 has consistently outperformed NASDAQ and was up 9.9% in Q2  The Human Resources segment led the way with a median gain of 24.8% in Q2 while Licensed Software Leaders were down a median of 7%  Median LTM Revenue Multiple of 4.4x marks a 5 year high as the stock market rally continues  Medians range from a high of 6.6x for Cloud & IT Infrastructure to a low of 3.0x for Cloud Computing / Storage  Median LTM EBITDA multiples have been expanding gradually and currently stand at 13.7x  Nearly all segments trade above 12x EBITDA with ERP, Supply Chain & Commerce, CRM & Customer Service and Finance & Administration trading at over 25x  Median LTM P/E multiples remain strong, currently at 23.2x, down slightly from 2012 levels but still quite healthy  Nearly all segments trade at a median P/E above 20x  SaaS & Cloud 95 posted median revenue growth of 20.2% for LTM which is expected to slow to 16.7% for NTM  CRM & Customer Service segment is expected to grow the fastest at a median rate of 26.6% while the Licensed Software Leaders are expected to grow at a median rate of only 7.5%  SaaS & Cloud 95 posted median EBITDA growth of just 7.5% for LTM though NTM is expected to improve to 17.8%  Most of the segments are expected to achieve 17-20% EBITDA growth for NTM  Median gross margins have remained steady around 69% since 2010, improving slightly each period  Cloud & IT Infrastructure segment leads with 85% gross margins while Marketing & Advertising lags at 58%  Median EBITDA margins have slipped slightly to 18.2% as companies are reinvesting in growth  EBITDA margins vary widely from 40+% for mature companies to losses for emerging companies focused on growth

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

M&AObservations Activity & and MultiplesRecommendations

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

 LTM M&A Dollar Volume of $37.9B remains near its 5 year high with dollar volume above $35B each year since 2010  Huge Q2’13 public deal dollar volume buoyed LTM numbers, particularly the $6.9B BMC Software deal  Private dollar volume is down relative to 2012 but remains quite strong

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

 LTM transaction volume of 566 deals in line with 2012 and representing the strongest period in the past 5 years  Vertical Market solutions and Cloud & IT Infrastructure constitute nearly half of all transactions with deal volume continuing to grow

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

 Private company deal volume rose significantly each year since 2009 and remains strong on an LTM basis at a 5 year high  Median deal value has been flat at $20M since 2011 and the distribution of deals by deal size has remained relatively consistent over the last 18 months

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

 Public transaction volume jumped in 2011 and has remained above 20 deals per period through LTM  Median deal size dropped to $163M LTM but that is more indicative of deal size mix at the lower valuations than a broader trend  Deals over $250M represent more than half of the public deal volume since the start of 2011 with 25% of deals over $1B

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

 The Median LTM Revenue Multiple paid for private company targets has rebounded after dropping each of the past two periods, reach 4.0x for the first time since 2010  Hot companies and sectors can see double digit multiple exits but those are the exception with most companies being acquired at much more reasonable multiples

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

 The Median LTM Revenue Multiple paid for public company targets above $100M slipped to 3.2x from a 2010 high of 4.1x  Fewer high growth, pure-play public SaaS companies were acquired in the last twelve months than in 2010 and 2011  With less than 25 public company target data points in a given year, the median multiple tends to be quite volatile and is not necessarily indicative of M&A valuations in the broader market

Capstone Partners 13 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 13 Highest Revenue Multiple Transactions for LTM

LTM Multiple Premium Ann. Deal Buyer Target Segment Target Description Revenue on $ to 1 Mo Date Value Multiple Invested Prior Provides storage virtualization capacity and performance Cloud & IT 2/11/13 management software for use in virtual server and desktop $185M 92.3x 8.3x NA Infrastructure environments for businesses. Provides enterprise mobile device management software and Cloud & IT 12/5/12 software as a service for businesses. $327M 14.2x 5.1x NA Infrastructure

Content Develops and provides a compression-as-a-service based mobile 2/14/13 Creation & video optimization browser/platform for wireless carriers and device $50M 10.2x 3.8x NA Management makers. Provides on-demand revenue performance management and Finance & 12/20/12 marketing automation software solutions for businesses. $957M 9.7x 26.7x NA Administration

Provides deep-packet inspection software that enables network Cloud & IT 1/7/13 hardware and software providers to add network traffic and $28M 9.5x NA NA Infrastructure performance management features. Provides web-based electronic health records management software Vertical Market - 3/5/13 for the healthcare sector. $235M 9.4x 3.9x NA Healthcare

Provides marketing automation, social media marketing, mobile Mobile / Local 6/27/13 marketing, customer analytics and campaign management software $600M 8.6x 17.3x NA Marketing to businesses globally. Provides cross-channel digital marketing SaaS solutions that enable Marketing & 6/4/13 organizations to communicate with their customers through their $2.5B 7.6x NA 58.2% Advertising interactive channels. Offers real estate professionals with SaaS-based tools, including CRM, Vertical Market - personalized Websites, marketing tools, and content designed to help 5/8/13 $355M 7.4x NA 22.0% Real Estate customers build relationships with home buyers and sellers through the Internet. Provides public and private cloud and virtual environment Cloud & IT 12/20/12 provisioning, deployment, management, automation and capacity $104M 6.9x NA NA Infrastructure planning software for businesses globally.

Excludes deals with Target company revenue less than $2M

Capstone Partners 14 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 14 Notable M&A Transactions for Q2’13

LTM Multiple Premium Ann. Deal Buyer Target Segment Target Description Revenue on $ to 1 Mo Date Value Multiple Invested Prior Develops software that provides system and service management Cloud & IT 5/6/13 solutions for enterprises in the United States and internationally. $6.9B 3.2x NA 2.5% Infrastructure

Vertical Market - Provides integrated technology, data, and services to the mortgage Financial lending industry in the United States. 5/28/13 $2.9B 2.0x NA 21.3% Services & Insurance Provides cross-channel digital marketing SaaS solutions that enable Marketing & 6/4/13 organizations to communicate with their customers through their $2.3B 7.6x NA 58.2% Advertising interactive channels. Offers cloud infrastructure solutions, including dedicated servers, cloud Cloud & IT 6/4/13 computing, cloud storage, content delivery network, and email $2.0B NA 4.2x NA Infrastructure delivery service. Provides Web, email, and data security solutions to protect an Cloud & IT 5/20/13 organization’s data and users from cyber-threats, malware attacks, $1.0B 2.7x NA 70.1% Infrastructure information leaks, legal liability, and productivity loss worldwide. Provides a range of marketing software and software as a service Mobile / Local (SaaS) products, including marketing automation, social media 6/27/13 $600M 8.6x 17.3x NA Marketing marketing, mobile marketing, customer analytics and campaign management to businesses globally. Analytics / Provides mobile and Web cloud testing and monitoring services 6/24/13 Business worldwide. $399M 2.8x NA 58.0% Intelligence Offers real estate professionals with SaaS-based tools, including CRM, Vertical Market - personalized Websites, marketing tools, and content designed to help 5/8/13 $336M 6.6x NA 22.0% Real Estate customers build relationships with home buyers and sellers through the Internet Cloud Offers public, private, and hybrid cloud solutions, including 4/17/13 Computing / CloudServer, CloudFirewall, and CloudBackup. $196M 5.9x NA NA Storage Provides data virtualization, integration and analytics software and Cloud & IT 6/20/13 services for businesses globally. $180M NA 4.0x NA Infrastructure

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

# of Deals SaaS/Cloud Transactions Company SaaS/Cloud Total Date Company Value Date Company Value 3/13/13 Nimbula NA 6/5/12 Collective Intellect NA 12/20/12 Eloqua $956M 5/23/12 Vitrue $325M 11/8/12 Instantis NA 3/29/12 ClearTrial NA 13 19 9/17/12 SelectMinds NA 2/9/12 Taleo $1.9B 7/30/12 Xsigo Systems $220M 10/24/11 Rightnow Technologies $1.8B 7/19/12 Skire NA 10/18/11 Endeca Technologies $1.1B 7/10/12 Involver NA

4/13/12 Varicent Software $172M 6/4/13 SoftLayer Technologies $2.0B 12/8/11 DemandTec $486M 2/1/13 Star Analytics NA 10/11/11 Platform Computing $300M 11 28 9/24/12 Butterfly Software NA 10/4/11 Q1 Labs $575M 8/27/12 $1.4B 8/31/11 i2 Limited $340M 5/2/12 TeaLeaf Technology $500M

Composite Software 6/20/13 $180M 10/4/12 vCider NA SolveDirect Service 3/25/13 $21M 5/3/12 Truviso $20M Management 91911/18/12 $1.2B 3/28/12 ClearAccess NA Meraki 11/15/12 $125M 10/20/11 BNI Video $99M Cloupia

2/6/13 Channel Intelligence $125M 6/5/12 Quickoffice NA 11/28/12 Incentive Targeting NA 6/4/12 Meebo $100M 7379/7/12 VirusTotal NA 10/10/11 SocialGrapple NA 7/31/12 Wildfire Interactive $350M

12/5/12 Zenprise $327M 4/11/12 Podio $45M 8/9/12 Knowlity NA 8/10/11 RingCube Technologies $33M 68 5/9/12 The Citrix XenClient Enterprise NA 7/12/11 Cloud.com $164M

Capstone Partners 16 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 16 Most Active SaaS/Cloud Buyers – Last 2 Years (Continued)

# of Deals SaaS/Cloud Transactions Company SaaS/Cloud Total Date Company Value Date Company Value 6/4/13 ExactTarget $2.4B 12/15/11 2Catalyze $51M 7/9/12 GoInstant $70M 9/21/11 Assistly $55M 614 6/4/12 Buddy Media $745M 8/26/11 Navajo Systems $30M

2/11/13 Virsto Software $200M 5/22/12 Wanova $90M 7/23/12 Nicira Networks $1.3B 4/24/12 Cetas Software NA 57 7/2/12 DynamicOps $200M

5/6/13 enstratius NA 6/25/12 Quest Software $2.3B 49 11/16/12 Gale Technologies NA 4/2/12 Wyse Technology $1.1B

4/30/13 CLARA $6.5M 11/5/12 Bitplay NA 44 4/30/13 StreamOnce $6.2M 11/5/12 Producteev NA

3/5/13 Twistage NA 1/2/13 Acuo Technologies $45M 45 3/5/13 AccessVia NA 3/19/12 Nolij $32M

4/10/13 Eziworks NA 9/27/12 Title Technologies $88M 49 2/1/13 HyperQuest NA 7/11/12 Apu Solutions NA

Capstone Partners 17 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 17 Capstone Partners Investment Banking Advisors

Public Company Observations and Valuation & Recommendations Operating Metrics

Capstone Partners 18 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.18 BUILT FOR THE MIDDLE MARKET.TM Enterprise SaaS & Cloud 95 Public Company Universe – Part 1

Analytics / Business Intelligence

Cloud & IT Infrastructure

Cloud Computing / Storage

Communication & Collaboration

Content Creation & Management

Content Delivery Services

CRM & Customer Service

Capstone Partners 19 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 19 Enterprise SaaS & Cloud 95 Public Company Universe – Part 2

ERP, Supply Chain & Commerce

Finance & Administration

Human Resources

Licensed Software Leaders

Marketing & Advertising

Vertical Markets

Capstone Partners 20 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 20 Recent IPOs – ChannelAdvisor

IPO Details Business Description Offering Date: 5/22/13 Market Cap: $286.6M ChannelAdvisor Corp provides SaaS solutions that allow its Offering Price: $14.00 Offering Size: $80.5M retailer and manufacturer customers to integrate, manage, monitor, and optimize their merchandise sales in Original Range: $12.00-$14.00 % of Company: 28.1% various online channels. IPO Performance HQ: Morrisville, NC Open: $17.60 6/28 $/: $15.73 % Change to Offer: 25.7% % Change to Offer: +12.4% Stock Performance thru End of Q2’13 Close: $18.44 % Change to Open: -10.6% % Change to Offer: +31.7% % Change to Open: +4.8%

Financial & Valuation Metrics LTM Revenue: $56.3M ’11/’12 Rev Growth: 23.0% LTM EBITDA: $(2.1M) Gross Margin: 72.6% LTM Net Income: $(6.8M) EBITDA Margin: (3.7%) Mkt Cap / $ Invested: 3.8x Rev Multiple: 5.9x

Investors $75M in venture capital from Advanced Technology Ventures; eBay; Kodiak Venture Partners; New Enterprise Associates; Southern Capitol Ventures

Capstone Partners 21 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 21 Recent IPOs – Halogen Software

IPO Details Business Description Offering Date: 5/9/13 Market Cap: $274.0M Halogen Software Inc. provides a SaaS based talent Offering Price: $11.50 Offering Size: $54.8M management software globally. Its product lines consist of employee performance evaluation, learning Original Range: $10.00-$12.00 % of Company: 20.0% management, and an applicant tracking system. IPO Performance HQ: Ottawa, Canada Open: $12.26 6/28 $/share: $14.90 % Change to Offer: +6.6% % Change to Offer: +29.6% Stock Performance thru End of Q2’13 Close: $12.80 % Change to Open: +21.5% % Change to Offer: +11.3% % Change to Open: +4.4%

Financial & Valuation Metrics LTM Revenue: $40.8 ’11/’12 Rev Growth: 22.5% LTM EBITDA: $(3.9M) Gross Margin: 73.4% LTM Net Income: $(18.9M) EBITDA Margin: (9.6%) Mkt Cap / $ Invested: 11.9x Rev Mult: 8.1x

Investors $23M in venture capital from Covington Capital; JMI Equity; New Millennium Venture Fund Inc.; TD Capital; Triax Capital Corp

Capstone Partners 22 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 22 Recent IPOs – Marketo

IPO Details Business Description Offering Date: 5/16/13 Market Cap: $490.2M Marketo, Inc. provides cloud-based marketing software Offering Price: $13.00 Offering Size: $78.8M platform that enables organizations to engage in modern relationship marketing in the U.S. Original Range: $11.00-$13.00 % of Company: 16.1%

IPO Performance HQ: San Mateo, CA Open: $20.00 6/28 $/share: $24.87 % Change to Offer: +53.8% % Change to Offer: +91.3% Stock Performance thru End of Q2’13 Close: $23.10 % Change to Open: +24.4% % Change to Offer: +77.7% % Change to Open: +15.5%

Financial & Valuation Metrics LTM Revenue: $65.9M ’11/’12 Rev Growth: 80.3% LTM EBITDA: $(35.1M) Gross Margin: 57.3% LTM Net Income: $(37.3M) EBITDA Margin: (53.2%) Mkt Cap / $ Invested: 4.5x Rev Mult: 11.7x

Investors $108M in venture capital from Battery Ventures; Institutional Venture Partners; InterWest Partners; Mayfield Fund; Storm Ventures

Capstone Partners 23 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 23 Recent IPOs – Rally Software Development

IPO Details Business Description Offering Date: 4/12/13 Market Cap: $331.0M Rally Software Development Corp. provides cloud-based Offering Price: $14.00 Offering Size: $84.0M solutions for managing Agile software development, which provides an application lifecycle management Original Range: $11.00-$13.00 % of Company: 25.4% platform. IPO Performance HQ: Boulder, CO Open: $17.10 6/28 $/share: $24.82 % Change to Offer: +22.1% % Change to Offer: +77.3% Stock Performance thru End of Q2’13 Close: $17.81 % Change to Open: +45.1% % Change to Offer: +27.2% % Change to Open: +4.2%

Financial & Valuation Metrics LTM Revenue: $59.9M ’11/’12 Rev Growth: 37.6% LTM EBITDA: $(11.9M) Gross Margin: 78.2% LTM Net Income: $(14.8M) EBITDA Margin: (19.8%) Mkt Cap / $ Invested: 4.8x Rev Multiple: 7.4x

Investors $68.9M in venture capital from Boulder Ventures; Greylock Partners; Meritech Capital Partners; Mobius Venture Capital; Mohr Davidow Ventures; Vista Ventures; Square 1 Bank

Capstone Partners 24 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 24 Recent IPOs – SLI Systems

IPO Details Business Description Offering Date: 5/31/13 Market Cap: $69.4M SLI Systems Ltd. focuses on the provision of site search and Offering Price: $1.20 Offering Size: $21.5M other solutions to ecommerce providers. Its well-known product, Learning Search, a SaaS based site search Original Range: $0.82-$1.64 % of Company: 31.0% software learns search behaviors of its site visitors and provides relevant search results. IPO Performance HQ: Christchurch, New Zealand Open: $1.43 6/28 $/share: $1.39 % Change to Offer: +19.2% % Change to Offer: +15.8% Stock Performance thru End of Q2’13 Close: $1.42 % Change to Open: -2.8% % Change to Offer: +18.3% % Change to Open: -0.7%

Financial & Valuation Metrics ‘12 Revenue: $13.9M ’11/’12 Rev Growth: 23.7% ‘12 EBITDA: $0.6M Gross Margin: 15.9% ‘12 Net Income: $0.6M EBITDA Margin: 4.1% Mkt Cap / $ Invested: 27.8x Rev Multiple: 6.3x

Investors $2.5M in venture capital from Pioneer Capital

Capstone Partners 25 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 25 Recent IPOs – Textura

IPO Details Business Description Offering Date: 6/6/13 Market Cap: $328.9M Textura Corp. provides collaboration and productivity tools Offering Price: $15.00 Offering Size: $75.0M for the construction industry. Its platform includes a construction payment management solution that Original Range: $13.00-$15.00 % of Company: 22.8% integrates payment management process components. IPO Performance HQ: Deerfield, IL Open: $24.00 6/28 $/share: $26.01 % Change to Offer: +60.0% % Change to Offer: +73.4% Stock Performance thru End of Q2’13 Close: $20.91 % Change to Open: +8.4% % Change to Offer: +39.4% % Change to Open: -12.9%

Financial & Valuation Metrics LTM Revenue: $27.3M ’11/’12 Rev Growth: 106.2% LTM EBITDA: $(15.1M) Gross Margin: 75.0% LTM Net Income: $(16.7M) EBITDA Margin: (55.1%) Mkt Cap / $ Invested: 8.6x Rev Multiple: 19.0x

Investors $38.2M in venture capital from Aon Advisors Inc.; Northwater Capital Management Inc.

Capstone Partners 26 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 26 Recent IPOs – Tremor Video

IPO Details Business Description Offering Date: 6/26/13 Market Cap: $494.1M Tremor Video, Inc. provides technology-driven video Offering Price: $10.00 Offering Size: $75.0M advertising solutions for advertisers and agencies, and publisher partners in the U.S. and internationally. Original Range: $11.00-$13.00 % of Company: 15.2%

IPO Performance HQ: New York, NY Open: $8.48 6/28 $/share: $9.00 % Change to Offer: -15.2% % Change to Offer: -10.0% Stock Performance thru End of Q2’13 Close: $9.00 % Change to Open: +6.1% % Change to Offer: -10.0% % Change to Open: +6.1%

Financial & Valuation Metrics LTM Revenue: $112.7M ’11/’12 Rev Growth: 16.5% LTM EBITDA: $(6.2M) Gross Margin: 43.7% LTM Net Income: $(12.7M) EBITDA Margin: (5.5%) Mkt Cap / $ Invested: 4.3x Rev Multiple: 3.7x

Investors $116M in venture capital from Canaan Partners; DFJ Growth; Draper Fisher Jurvetson; European Founders Fund; Masthead Venture Partners; Meritech Capital Partners; SAP Ventures; SV Angel; Triangle Peak Partners; W Capital Partners

Capstone Partners 27 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 27 Median Stock Performance – SaaS & Cloud 95

 Median SaaS & Cloud 95 stock appreciation has consistently outperformed the NASDAQ  Q2 saw a relatively strong market, lifting the SaaS & Cloud 95 by a median of 9.9%  Several segments posted double digit median gains over the past quarter with Human Resources posting the largest gain with 24.8%  Licensed Software Leaders, in contrast, posted a median decline of 7% for the quarter

Capstone Partners 28 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 28 Median LTM Revenue Multiples – SaaS & Cloud 95

 Median LTM Revenue Multiple of 4.4x marks a new five year high as the market continues to recover  Within SaaS & Cloud, median multiples vary considerably between segments  Cloud & IT Infrastructure, ERP, Supply Chain & Commerce, and CRM & Customer Service command 6x+ median multiples  Licensed Software Leaders trail SaaS-based providers at just 3.2x  Although Cloud Computing/Storage LTM Revenue multiple has increased from 2.5x (Q1’13) to 3.0x (Q2’13), it is still the lowest multiple within SaaS & Cloud 95 primarily due to its lower margin profile

Capstone Partners 29 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 29 Median LTM EBITDA Multiples – SaaS & Cloud 95

 Median EBITDA multiples have been expanding gradually and currently stand at 13.7x  The vast majority of SaaS & Cloud segments are trading at medians above 12x LTM EBITDA  ERP, Supply Chain & Commerce and Finance & Administration trade at over 30x, though only 2 of the 6 ERP, Supply Chain & Commerce meet EBITDA margin requirements  The premium multiples for SaaS companies versus Licensed Software Leaders illustrates the higher expected growth rates and the market’s preference for the more stable, predictable business model

Capstone Partners 30 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 30 Median LTM P/E Multiples – SaaS & Cloud 95

 Median P/E multiples took a slight dip this quarter, lowering the LTM P/E multiple to 23.2x  P/E multiples rose in 2009 and 2010 amid investor confidence in an economic recovery, then fell during 2011 as companies achieved expected improvements in profitability  Nearly all segments trade at over 20x  Investors are willing to pay a high multiple for well-positioned SaaS vendors on the belief that continued growth in recurring revenue will drive strong, stable profits in future years

Capstone Partners 31 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 31 Median Revenue Growth – SaaS & Cloud 95

 SaaS & Cloud 95 posted median revenue growth of 20.2% for LTM which is expected to slow to 16.6% for NTM  The slow down in growth is driven more by improved prior year numbers than by weakening sales  High growth rates are more difficult to maintain with a SaaS-based model as greater scale is achieved  Only Licensed Software Leaders project single digit growth, signaling customer preference for SaaS-based solutions

Capstone Partners 32 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 32 Median EBITDA Growth – SaaS & Cloud 95

 Median EBITDA growth has continued to decrease to 7.5% following the drop off in 2012  Median EBITDA growth is expected to pick up significantly for NTM  EBITDA growth drop from 2011 high is more related to stronger prior period performance and increased OpEx spend than a weakening in total profit dollars  Most of the segments are expected to achieve 17-20% EBITDA growth for NTM

Capstone Partners 33 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 33 Median EPS Growth – SaaS & Cloud 95

 Median EPS growth remained constant at 11.7% for LTM and is expected to pick up pace to 12.9% for NTM  Improved prior period profits coupled with a return to investment in growth after several years of cost cutting results in softer projected EPS growth  CRM & Customer Service is the only segment showing negative expected EPS Growth  Majority of Human Resources companies’ growth based on reduced losses or turning profitable as only 2 out of 7 companies were profitable LTM

Capstone Partners 34 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 34 Median Gross Margin Trends – SaaS & Cloud 95

 Median gross margins have remained steady at 69% following the economic recovery  Cloud & IT Infrastructure tops the list at 85% as newly emerging technologies that enable the cloud to run more efficiently command strong margins  The more commoditized Cloud Computing/Storage and Marketing & Advertising segments lag behind at 61.2% and 57.7% respectively, as vendors price more aggressively to win scale

Capstone Partners 35 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 35 Median EBITDA Margin Trends – SaaS & Cloud 95

 Median EBITDA margins have slipped slightly to 18.2% as companies have shifted from aggressive cost cutting modes back into a focus on growth through investment in the business  Many companies in emerging segments such as ERP, Supply Chain & Commerce, CRM & Customer Service and Human Resources are early in the process of achieving scale and profitability  Segments with larger, mature companies like Cloud Computing / Storage already have operating leverage

Capstone Partners 36 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 36 Best & Worst Performers – SaaS & Cloud 95

Capstone Partners 37 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 37 Best & Worst Performers – SaaS & Cloud 95 (Continued)

Capstone Partners 38 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 38 Capstone Partners Investment Banking Advisors

Notable Observations and Transaction Recommendations Profiles

Capstone Partners 39 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.39 BUILT FOR THE MIDDLE MARKET.TM M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

BMC Software provides a broad range of application for businesses to effectively manage their computer networks. In a market where web-based delivery of server software is Deal Summary becoming more prominent, BMC Software struggles to keep Date: 5/6/2013 up with its rivals, such as ServiceNow and Splunk. As a public Transaction Value: $6.9B company, BMC has received a considerable amount of pressure from its investors to make changes to increase its % Sought: 100% value. Consideration: Cash The buyout group is led by Bain Capital and Golden Gate Note: Transaction Value calculated as consideration paid to Capital, and includes GIC Special Investments Pte and holders of stock and stock equivalents plus assumed debt. Insight Venture Partners. This deal results as the third-largest leveraged buyout of 2013 and the transaction value was 3.2 Valuation Metrics times LTM revenue. LTM Revenue Multiple: 3.2x By being taken private, BMC Software will be able to take LTM P/E Multiple: NM aggressive measures to integrate cloud computing and SaaS delivery models for their software without concern for Premium versus: quarterly earnings pressure. 1 day prior: 1.8% 1 week prior: 1.8% 1 month prior: 2.5%

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

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

Acquiror Target Deal Rationale/Commentary

Lender Processing Services Inc. (LPS) provides mortgage loan origination software as a service for the real estate industry globally. The company was originally spun-off in Deal Summary 2008 by Fidelity National Financial (FNF) and through this Date: 5/28/2013 deal FNF plans to bring the advanced mortgage software Transaction Value: $2.9B provider back in-house. % Sought: 100% ServiceLink, a subsidiary of FNF provides a suite of origination Consideration: Cash, Equity and default related products and services to national and regional mortgage originators. FNF Chairman William P. Note: Transaction Value calculated as consideration paid to Foley, II mentioned, “the acquisition of LPS will create a holders of stock and stock equivalents plus assumed debt. larger, broader, more diversified recurring revenue base for FNF and makes us the nation’s leading title insurance, Valuation Metrics mortgage technology and mortgage services provider.” LTM Revenue Multiple: 2.0x FNF said it plans to merge its ServiceLink business with LPS, LTM P/E Multiple: NM and sell a 19 percent stake in the combined company to private equity firm Thomas H. Lee Partners for about $381 Premium versus: million. 1 day prior: 0.8% 1 week prior: 10.6% 1 month prior: 20.6%

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

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

Acquiror Target Deal Rationale/Commentary

ExactTarget provides email, mobile and social media marketing campaign creation, management , and delivery in a software as a service model as well as marketing Deal Summary campaign analytics for businesses. Date: 6/4/2013 Salesforce.com provides CRM and salesforce automation Transaction Value: $2.3B software and platform as a service for businesses globally. % Sought: 100% The CRM giant took out a $300 million loan from Bank of Consideration: Cash America to finance the transaction which was three times the size of its largest acquisition prior to ExactTarget. Note: Transaction Value calculated as consideration paid to holders of stock and stock equivalents plus assumed debt. The offer price of $33.75 a share represents a 52.7% premium over its previous trading day’s closing price, valuing ExactTarget at $2.3 billion. With its acquisition of ExactTarget, Valuation Metrics Salesforce’s new email, social media, and mobile marketing LTM Revenue Multiple: 7.6x technology will without a doubt be a leading choice for LTM P/E Multiple: 11.6x businesses. Premium versus: 1 day prior: 52.7% 1 week prior: 47.4% 1 month prior: 58.2%

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

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

Acquiror Target Deal Rationale/Commentary

SoftLayer Technologies provides colocation and application hosting, managed storage, data backup and recovery, and managed security services for businesses globally. Deal Summary International Business Machines (IBM) provides a range of IT Date: 6/4/2013 services, software, and hardware for businesses and Transaction Value: $2.0B consumers globally. With its acquisition of SoftLayer % Sought: 100% Technologies, IBM can take advantage of SoftLayer’s vast Consideration: Cash public cloud services and offer its clients an easier and more efficient method to utilize cloud computing in their business Note: Transaction Value calculated as consideration paid to operations. This acquisition also allows for IBM to integrate holders of stock and stock equivalents plus assumed debt. public and public clouds more easily and adds flexibility in its deployment options for various businesses.

Valuation Metrics With only $30 million in venture funding from DH Capital, this LTM Revenue Multiple: 4.7x deal value of $2 billion makes it a staggering 66.7 times ROI. LTM P/E Multiple: N/A Multiple on $ Invested: 4.2x

Investors GI Partners and Management

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

Acquiror Target Deal Rationale/Commentary

Websense provides enterprise security systems and software for businesses globally. Websense’s Web-content filtering software is considered one of the industry’s best and the Deal Summary $1 billion valuation seems reflective of its intrinsic value. Date: 5/20/2013 Vista Equity Partners is a private equity firm focused on Transaction Value: $903M technology companies and has approximately $7 billion in % Sought: 100% equity capital. Consideration: Cash The offer price of $24.75 per share equates to a transaction Note: Transaction Value calculated as consideration paid to value of $903 million and a multiple of 2.5 times LTM revenue. holders of stock and stock equivalents plus assumed debt. This deal comes after the buyout of Blue Coat Systems approximately 18 months ago by Thoma Bravo, which suggests a rising demand for Internet-security companies Valuation Metrics due to the rising number of cases of cyber threats. LTM Revenue Multiple: 2.5x LTM P/E Multiple: 19.0x Premium versus: 1 day prior: 28.7% 1 week prior: 34.5% 1 month prior: 70.1%

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

Capstone Partners 44 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 44 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Neolane provides a range of enterprise marketing software, comprising of mobile marketing, social media marketing, marketing automation, campaign management, leads, and Deal Summary marketing resource management. Neolane’s software fully Date: 6/27/2013 integrates online and offline data, allowing the user to Transaction Value: $600M perform robust audience segmentation and conduct effective cross-channel marketing. % Sought: 100% Consideration: Cash Adobe provides a broad range of graphics, design, imaging, and media authoring software for businesses and Note: Transaction Value calculated as consideration paid to consumers. The acquisition of Neolane marks its 6th holders of stock and stock equivalents plus assumed debt. acquisition for the digital marketing lineup and strengthens its Marketing Cloud product line. This deal enables Adobe to Valuation Metrics utilize Neolane’s marketing analytics technology and offer personalized messages in its marketing software. LTM Revenue Multiple: 8.6x LTM P/E Multiple: N/A The deal value at $600 million reflects an 8.6 times LTM revenue multiple and shadows two key marketing deals Multiple on $ Invested: 17.3x within the past year: Saleforce’s acquisition of ExactTarget and Oracle’s acquisition of Eloqua.

Investors Auriga Partners; Xange Private Equity; Battery Ventures

Capstone Partners 45 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 45 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Keynote Systems provides mobile and Web application testing, measurement, and monitoring software through a SaaS delivery model to businesses globally. It’s struggle to Deal Summary maintain a high growth rate resulted in a relatively modest Date: 6/24/2013 LTM revenue multiple of 2.7 times despite a hefty premium of Transaction Value: $395M 48% versus 1 day prior to the announcement. % Sought: 100% Thoma Bravo is a private equity firm with its investments Consideration: Cash focused in application and infrastructure software and financial and business software. This buyout of Keynote will Note: Transaction Value calculated as consideration paid to help maintain its edge in the cloud computing space. holders of stock and stock equivalents plus assumed debt. Founded in 1995, Keynote posted revenue of $124 million with EBITDA of $14.7 million for LTM. Revenue for the first half Valuation Metrics of 2013 is nearly identical to the first half of 2012 which LTM Revenue Multiple: 2.7x suggests that growth has slowed. Perhaps Thoma Bravo LTM P/E Multiple: 38.5x believes that Keynote’s mobile offering can be exploited to reinvigorate growth and this thesis helped to justify the 48% Premium versus: premium. 1 day prior: 48.0% 1 week prior: 47.9% 1 month prior: 58.0%

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

Capstone Partners 46 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 46 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Market Leader provides lead generation software as a service for the real estate industry in North America. Deal Summary Trulia provides a real estate classified ads website that lists homes and apartments for rent or sale in the US. With Trulia’s Date: 5/13/2013 acquisition of Market Leader, it will be capable of not only Transaction Value: $355M serving the consumers but the real estate agents as well % Sought: 100% through its lead generation SaaS software. The combined Consideration: Cash, Equity platform will have approximately 46,000 premium subscribers, which the company said is more than any other Note: Transaction Value calculated as consideration paid to real estate marketplace. holders of stock and stock equivalents plus assumed debt. The deal consideration includes $6 in cash and 0.155 share of Trulia common stock for each share of Market Leader, Valuation Metrics equaling $11.33 per share. This price reflects a 18% premium LTM Revenue Multiple: 7.4x over its prior trading day closing price. LTM P/E Multiple: Premium versus: 1 day prior: 17.9% 1 week prior: 21.5% 1 month prior: 22.0%

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

Capstone Partners 47 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 47 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

Blackiron Data provides colocation and application hosting, managed firewall, and data backup and recovery services for businesses in Canada. Deal Summary Rogers provides fixed-line and wireless telephone, cable TV, Date: 4/17/2013 and wireless and broadband Internet service for businesses, Transaction Value: $196M government agencies, educational institutions and % Sought: 100% consumers in North America. Consideration: Cash This acquisition comes as Rogers tries to expand its customer Note: Transaction Value calculated as consideration paid to base with more businesses and the addition of this data holders of stock and stock equivalents plus assumed debt. center will help enhance its business-to-business cloud computing offerings and reliability of mission critical business applications. Valuation Metrics LTM Revenue Multiple: 5.8x LTM P/E Multiple: N/A Multiple on $ Invested: N/A

Investors

Capstone Partners 48 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 48 M&A Transaction Spotlight

Acquiror Target Deal Rationale/Commentary

CompositeSoftwareprovidesarangeofvirtualization, integration and analytics software and services for businesses. The company brings together data from the Deal Summary cloud and big data, which allows for an efficient and easily Date: 6/20/2013 accessible networked data center, hence increasing Transaction Value: $180M productivity. % Sought: 100% Cisco provides a broad range of networking software and Consideration: Cash hardware for businesses and consumers. Cisco has been aggressive with its acquisitions since 2012 to bolster its data Note: Transaction Value calculated as consideration paid to virtualization services. Upon closing of this deal, Composite holders of stock and stock equivalents plus assumed debt. Software will be integrated into Cisco’s Smart Services portfolio, which entails various offerings for service providers.

Valuation Metrics Composite Software’s price tag of $180M comes after LTM Revenue Multiple: N/A receiving its initial round of investment in 2002 and its latest LTM P/E Multiple: N/A series D round investment in 2012, rounding it up to 4.0 times total invested. Multiple on $ Invested: 4.0x

Investors Apax Partners; Clearstone Venture Partners; Cognos; DotEdu Ventures; Lehman Brothers Venture Capital; Palomar Ventures; Undisclosed Investors

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

Public Company Observations and Trading & Operating Recommendations Metrics

Capstone Partners 50 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.50 BUILT FOR THE MIDDLE MARKET.TM Trading & Operating Metrics

($ in millions, except per share data) $/Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM M argin Company Name 6/30/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

SaaS & Cloud 95 M ean 18,090 17,233 2,840 1,983 31.1 % 10.1 % 6.6 x 5.1 x 20.5 x 17.2 x 38.9 x 35.3 x 18.9% 24.7% 21.3% 67.5 % 15.4 % 4.9 % SaaS & Cloud 95 M edian 1,147 958 104 11 28.8 % 9.9 % 4.4 x 3.7 x 13.7 x 12.3 x 23.2 x 21.4 x 16.6% 17.4% 12.9% 69.3 % 18.2 % 9.4 %

Analytics / Business Intelligence Adobe 45.56 22,883 20,543 3,866 1,526 40.7 % 4.7 % 4.8 x 4.9 x 14.1 x 15.6 x 24.0 x 29.8 x (0.8)% (9.7)% (19.5)% 87.4 % 34.2 % 22.7 % Bazaarvoice 9.43 686 591 95 0 (48.2)% 28.8 % 3.7 x 3.2 x NA NA NA NA 16.0% 32.8% 19.7% 65.6 % (12.0)% (13.8)% comScore 24.39 871 816 74 19 48.2 % 45.4 % 3.1 x 2.8 x 18.0 x 15.1 x 30.9 x 24.0 x 9.6% 18.9% 28.4% 66.3 % 17.3 % 10.1 % Google 880.37 292,077 249,355 50,098 7,376 51.8 % 10.9 % 4.7 x 4.0 x 12.7 x 10.9 x 21.3 x 18.7 x 17.4% 16.8% 14.0% 57.7 % 36.6 % 25.8 % Splunk 46.36 4,813 4,481 331 0 65.0 % 15.8 % 20.5 x 15.3 x NA NA NA NA 33.5% NA NA 89.1 % 0.8 % (2.3)% M ean 64,266 55,157 10,893 1,784 31.5 % 21.1 % 7.4 x 6.0 x 14.9 x 13.9 x 25.4 x 24.2 x 15.1% 14.7% 10.7% 73.2 % 15.4 % 8.5 % M edian 4,813 4,481 331 19 48.2 % 15.8 % 4.7 x 4.0 x 14.1 x 15.1 x 24.0 x 24.0 x 16.0% 17.8% 16.9% 66.3 % 17.3 % 10.1 %

Cloud & IT Infrastructure Citrix 60.36 11,295 10,637 658 0 (28.1)% (16.3)% 4.0 x 3.5 x 14.0 x 11.3 x 20.7 x 19.0 x 14.4% 23.9% 9.3% 87.1 % 28.4 % 20.6 % LogMeIn 24.46 595 389 205 0 (19.9)% 27.3 % 2.7 x 2.4 x 11.5 x 12.8 x 34.5 x 44.7 x 14.5% (10.5)% (23.0)% 89.2 % 23.6 % 12.2 % Proofpoint 24.25 826 740 90 4 43.1 % 43.8 % 6.6 x 5.5 x NA NA NA NA 19.3% 64.0% 26.1% 69.9 % (5.3)% (10.2)% Qualys 16.12 511 420 93 2 NA 30.6 % 4.4 x 3.8 x 39.7 x 23.0 x 102.1 x 78.0 x 16.9% 72.3% 30.8% 78.9 % 11.1 % 5.8 % Rally Softw are 24.82 595 492 104 0 NA NA 8.2 x 6.5 x NA NA NA NA 27.0% (28.7)% 81.5% 78.2 % (19.8)% (22.7)% 47.82 9,052 8,198 854 0 (15.3)% (5.4)% 6.0 x 5.2 x 22.0 x 18.0 x 38.3 x 34.1 x 14.8% 22.4% 12.0% 84.7 % 27.0 % 17.7 % ServiceNow 40.39 5,424 5,086 339 0 64.2 % 11.6 % 18.0 x 11.6 x NA NA NA NA 55.0% NA NA 59.8 % 2.7 % (3.5)% SolarWinds 38.81 2,918 2,653 266 0 (10.9)% (34.3)% 9.4 x 7.4 x 16.8 x 14.5 x 26.4 x 25.0 x 26.8% 16.2% 5.6% 93.0 % 55.8 % 39.8 % Splunk 46.36 4,813 4,481 331 0 65.0 % 15.8 % 20.5 x 15.3 x NA NA NA NA 33.5% NA NA 89.1 % 0.8 % (2.3)% VMw are 66.99 28,684 24,197 4,937 450 (26.4)% (15.1)% 5.1 x 4.5 x 13.5 x 11.2 x 22.9 x 19.7 x 13.0% 20.3% 15.8% 84.6 % 37.8 % 26.8 % WANdisco 14.25 305 291 15 0 325.5 % 16.9 % 48.2 x 32.6 x NA NA NA NA 48.0% 13.0% 41.3% 91.8 % (93.1)% (126.2)% M ean 5,911 5,235 717 41 44.1 % 7.5 % 12.1 x 8.9 x 19.6 x 15.1 x 40.8 x 36.8 x 25.8% 21.4% 22.2% 82.4 % 6.3 % (3.8)% M edian 2,918 2,653 266 0 (10.9)% 13.7 % 6.6 x 5.5 x 15.4 x 13.7 x 30.4 x 29.6 x 19.3% 20.3% 15.8% 84.7 % 11.1 % 5.8 %

Cloud Computing / Storage Amazon 277.69 126,416 121,561 7,895 3,040 21.6 % 4.2 % 1.9 x 1.5 x NA NA NA NA 22.9% 39.5% NA 25.4 % 5.8 % 0.2 % CenturyLink 35.35 21,530 41,842 476 20,788 (10.5)% 0.6 % 2.3 x 2.3 x 5.5 x 5.7 x 12.9 x 13.1 x (1.0)% (3.6)% (1.2)% 61.2 % 41.8 % 9.3 % Google 880.37 292,077 249,355 50,098 7,376 51.8 % 10.9 % 4.7 x 4.0 x 12.7 x 10.9 x 21.3 x 18.7 x 17.4% 16.8% 14.0% 57.7 % 36.6 % 25.8 % IBM 191.11 211,902 233,241 12,058 33,397 (2.3)% (10.4)% 2.3 x 2.2 x 8.8 x 8.0 x 12.3 x 11.2 x 1.0% 10.6% 10.4% 48.3 % 25.6 % 17.2 % Microsoft 34.55 288,489 229,466 73,788 14,765 12.9 % 20.8 % 3.0 x 2.7 x 7.4 x 6.7 x 12.6 x 11.4 x 10.2% 10.5% 10.4% 75.3 % 41.0 % 30.6 % Oracle 30.71 142,212 128,490 32,216 18,494 3.4 % (5.0)% 3.5 x 3.3 x 7.1 x 6.5 x 11.4 x 10.6 x 4.7% 9.4% 7.5% 80.9 % 48.8 % 35.0 % Rackspace 37.89 5,233 5,060 279 106 (13.8)% (24.9)% 3.7 x 3.2 x 10.4 x 10.2 x 49.2 x 60.5 x 15.5% 1.3% (18.6)% 72.2 % 35.7 % 8.0 % salesforce.com 38.18 22,524 22,118 2,100 1,694 10.5 % (14.6)% 6.8 x 5.3 x 41.7 x 30.4 x 92.0 x 86.7 x 29.0% 37.3% 6.1% 77.2 % 16.3 % 7.3 % Verizon 50.34 144,023 190,769 6,135 52,881 13.3 % 2.4 % 1.6 x 1.6 x 4.9 x 4.5 x 21.5 x 17.1 x 3.8% 9.7% 25.6% 60.8 % 33.2 % 5.7 % M ean 139,378 135,767 20,560 16,949 9.7 % (1.8)% 3.3 x 2.9 x 12.3 x 10.3 x 29.2 x 28.6 x 11.5% 14.6% 6.8% 62.1 % 31.7 % 15.5 % M edian 142,212 128,490 7,895 14,765 10.5 % 0.6 % 3.0 x 2.7 x 8.1 x 7.3 x 17.1 x 15.1 x 10.2% 10.5% 8.9% 61.2 % 35.7 % 9.3 %

*Sorted alphabetically within market segment

Capstone Partners 51 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 51 Trading & Operating Metrics (Continued)

($ in millions, except per share data) $/Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM M argin Company Name 6/30/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

Communication & Collaboration 8x8 8.24 594 542 52 0 96.2 % 20.3 % 5.0 x 4.3 x 33.2 x 23.2 x 41.2 x 30.5 x 17.7% 43.6% 35.0% 68.4 % 15.2 % 13.9 % Cisco 24.34 130,054 98,914 47,388 16,248 41.7 % 16.5 % 2.1 x 2.0 x 6.2 x 6.2 x 12.4 x 11.7 x 5.2% 0.1% 5.2% 60.9 % 33.3 % 22.1 % Citrix 60.36 11,295 10,637 658 0 (28.1)% (16.3)% 4.0 x 3.5 x 14.0 x 11.3 x 20.7 x 19.0 x 14.4% 23.9% 9.3% 87.1 % 28.4 % 20.6 % CounterPath 1.57 66 53 13 0 (40.9)% (22.3)% 3.4 x 2.7 x NA NA NA 43.1 x 24.8% 216.2% 281.5% 84.8 % (5.9)% (5.3)% Cybozu 274.88 145 106 39 0 (13.3)% 3.1 % 2.0 x NA 11.6 x NA 40.7 x NA NA NA NA 92.0 % 17.5 % 5.9 % Interactive Intel. 51.60 1,027 958 69 0 82.9 % 16.3 % 3.7 x 3.1 x 38.7 x NA NA NA 19.1% (13.4)% NA 65.8 % 9.6 % 4.6 % IntraLinks 7.26 399 400 75 76 65.8 % 14.2 % 1.8 x 1.8 x 10.3 x 11.1 x NA NA 1.2% (7.0)% NA 71.7 % 17.5 % 3.9 % j2 Global 42.51 1,952 1,904 294 245 60.9 % 8.4 % 4.8 x 3.6 x 9.6 x 8.1 x 16.2 x 14.3 x 32.9% 18.2% 13.3% 82.1 % 49.9 % 30.0 % Jive Softw are 18.17 1,211 1,077 144 10 (13.4)% 19.5 % 8.8 x 6.7 x NA NA NA NA 31.9% (56.5)% (15.0)% 61.4 % (16.6)% (25.5)% LivePerson 8.96 493 398 95 0 (53.0)% (34.1)% 2.4 x 2.2 x 14.0 x 18.9 x 29.9 x 46.5 x 11.3% (26.3)% (35.8)% 76.8 % 17.5 % 10.5 % Microsoft 34.55 288,489 229,466 73,788 14,765 12.9 % 20.8 % 3.0 x 2.7 x 7.4 x 6.7 x 12.6 x 11.4 x 10.2% 10.5% 10.4% 75.3 % 41.0 % 30.6 % Premiere Global 12.07 558 718 21 182 43.9 % 9.8 % 1.4 x 1.4 x 7.9 x 7.5 x 16.3 x 14.3 x 4.5% 6.2% 14.4% 57.2 % 17.8 % 6.9 % Textura 26.01 570 584 5 19 NA NA 21.4 x NA NA NA NA NA NA NA NA 75.0 % (55.1)% (102.6)% M ean 33,604 26,597 9,434 2,427 21.3 % 4.7 % 4.9 x 3.1 x 15.3 x 11.6 x 23.7 x 23.9 x 15.7% 19.6% 35.4% 73.7 % 13.1 % 1.2 % M edian 594 718 75 10 27.3 % 12.0 % 3.4 x 2.7 x 11.0 x 9.6 x 18.5 x 16.6 x 14.4% 6.2% 10.4% 75.0 % 17.5 % 6.9 %

Content Creation & M anagemen Adobe 45.56 22,883 20,543 3,866 1,526 40.7 % 4.7 % 4.8 x 4.9 x 14.1 x 15.6 x 24.0 x 29.8 x (0.8)% (9.7)% (19.5)% 87.4 % 34.2 % 22.7 % Destiny Media 1.24 64 63 1 0 51.4 % 106.6 % 16.2 x 13.3 x 63.4 x 42.1 x 92.5 x NA 21.1% 50.7% NA 100.0 % 25.5 % 18.1 % Kudelski 12.42 668 842 120 295 63.4 % (5.7)% 0.9 x 0.9 x 7.9 x 6.4 x 17.1 x 12.0 x 0.8% 23.9% NA 71.0 % 11.5 % 4.2 % Rovi 22.84 2,301 2,949 738 1,386 16.4 % 6.7 % 4.7 x 4.5 x 11.2 x 9.8 x 12.7 x 10.5 x 3.8% 13.8% 20.5% 81.7 % 41.7 % 29.2 % Sumavision 3.41 1,147 894 253 0 30.5 % 24.8 % 10.6 x 7.7 x 26.2 x 13.2 x 22.9 x 20.1 x 38.0% 97.4% 13.9% 75.9 % 40.6 % 59.5 %

M ean 5,412 5,058 996 641 40.5 % 27.4 % 7.4 x 6.3 x 24.6 x 17.4 x 33.8 x 18.1 x 12.6% 35.2% 5.0% 83.2 % 30.7 % 26.7 % M edian 1,147 894 253 295 40.7 % 6.7 % 4.8 x 4.9 x 14.1 x 13.2 x 22.9 x 16.1 x 3.8% 23.9% 13.9% 81.7 % 34.2 % 22.7 %

Content Delivery Services Akamai 42.55 7,561 7,048 513 0 34.0 % 20.5 % 5.0 x 4.4 x 11.0 x 10.2 x 22.3 x 21.7 x 12.3% 8.0% 2.7% 70.9 % 44.9 % 24.4 % Brightcove 8.76 246 219 27 0 (42.8)% 41.1 % 2.4 x 2.0 x NA NA NA NA 18.4% NA 54.1% 68.3 % (1.1)% (7.8)% Digital Generation 7.37 205 560 47 403 (40.4)% 14.8 % 1.5 x 1.4 x 4.5 x 5.0 x 6.2 x 10.7 x 1.6% (10.2)% (41.7)% 64.3 % 32.3 % 8.5 % Digital River 18.77 662 325 645 309 12.9 % 32.7 % 0.8 x 0.8 x 5.8 x 7.0 x 18.0 x 38.5 x (0.1)% (16.0)% (53.1)% 81.6 % 14.0 % 8.6 % Limelight 2.25 216 98 120 2 (23.2)% 8.2 % 0.5 x 0.5 x 9.3 x 7.5 x NA NA 5.4% 23.6% 12.0% 53.1 % 5.8 % (10.8)% M ean 1,778 1,650 271 143 (11.9)% 23.4 % 2.0 x 1.8 x 7.7 x 7.4 x 15.5 x 23.6 x 7.5% 1.4% (5.2)% 67.6 % 19.2 % 4.6 % M edian 246 325 120 2 (23.2)% 20.5 % 1.5 x 1.4 x 7.6 x 7.2 x 18.0 x 21.7 x 5.4% (1.1)% 2.7% 68.3 % 14.0 % 8.5 %

*Sorted alphabetically within market segment

Capstone Partners 52 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 52 Trading & Operating Metrics (Continued)

($ in millions, except per share data) $/Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM M argin Company Name 6/30/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

CRM & Customer Service eGain 9.62 241 232 17 8 76.5 % 11.1 % 4.5 x 3.6 x NA NA NA NA 24.2% 83.2% 47.5% 66.8 % (5.1)% (9.6)% Jive Softw are 18.17 1,211 1,077 144 10 (13.4)% 19.5 % 8.8 x 6.7 x NA NA NA NA 31.9% (56.5)% (15.0)% 61.4 % (16.6)% (25.5)% LivePerson 8.96 493 398 95 0 (53.0)% (34.1)% 2.4 x 2.2 x 14.0 x 18.9 x 29.9 x 46.5 x 11.3% (26.3)% (35.8)% 76.8 % 17.5 % 10.5 % salesforce.com 38.18 22,524 22,118 2,100 1,694 10.5 % (14.6)% 6.8 x 5.3 x 41.7 x 30.4 x 92.0 x 86.7 x 29.0% 37.3% 6.1% 77.2 % 16.3 % 7.3 %

M ean 6,117 5,956 589 428 5.1 % (4.5)% 5.6 x 4.4 x 27.8 x 24.6 x 60.9 x 66.6 x 24.1% 9.4% 0.7% 70.6 % 3.0 % (4.3)% M edian 852 738 119 9 (1.5)% (1.8)% 5.7 x 4.5 x 27.8 x 24.6 x 60.9 x 66.6 x 26.6% 5.5% (4.4)% 71.8 % 5.6 % (1.1)%

ERP, Supply Chain & Commerce ChannelAdvisor 15.73 322 324 11 13 NA NA 5.8 x 4.8 x NA NA NA NA 20.7% NA 34.9% 72.6 % (3.7)% (52.6)% Demandw are 42.41 1,279 1,177 107 5 79.0 % 67.3 % 14.0 x 11.0 x NA NA NA NA 27.6% NA NA 69.7 % 1.6 % (4.2)% E2open 17.50 451 417 36 1 NA (12.2)% 5.6 x 5.4 x NA NA NA NA 3.4% NA NA 68.9 % 0.8 % (2.6)% SciQuest 25.05 569 523 46 0 39.5 % 4.2 % 7.2 x 5.5 x 36.5 x 25.8 x 92.8 x 61.6 x 31.8% 41.6% 50.7% 68.8 % 19.7 % 8.3 % SLI Systems 1.39 81 79 2 0 NA NA 5.5 x NA NA NA 9.4 x NA NA NA NA 15.9 % 4.1 % 7.9 % SPS Commerce 55.00 826 753 73 0 81.0 % 28.9 % 8.9 x 7.2 x 74.9 x 54.5 x 122.2 x 101.5 x 24.2% 37.4% 20.5% 70.8 % 11.9 % 7.7 %

M ean 588 545 46 3 66.5 % 22.0 % 7.8 x 6.8 x 55.7 x 40.1 x 74.8 x 81.5 x 21.5% 39.5% 35.3% 61.1 % 5.7 % (5.9)% M edian 510 470 41 1 79.0 % 16.5 % 6.5 x 5.5 x 55.7 x 40.1 x 92.8 x 81.5 x 24.2% 39.5% 34.9% 69.3 % 2.8 % 2.6 %

Finance & Administration Bottomline 25.29 910 762 284 136 40.1 % (11.3)% 3.0 x 2.8 x 34.3 x 14.0 x 20.9 x 20.5 x 8.2% 144.3% 2.1% 53.6 % 8.8 % 16.9 % Concur 81.38 4,544 4,335 466 258 19.5 % 18.5 % 9.0 x 7.1 x 39.1 x 31.7 x 77.6 x 74.1 x 26.4% 23.2% 4.8% 71.7 % 23.1 % 12.0 % Intuit 61.04 18,124 16,628 1,995 499 2.8 % (7.0)% 3.7 x 3.5 x 9.9 x 8.7 x 18.5 x 16.8 x 8.3% 12.8% 9.8% 83.2 % 37.9 % 22.5 % NetSuite 91.74 6,769 6,592 191 14 67.5 % 14.6 % 19.9 x 15.2 x 180.7 x 153.9 x 382.3 x 299.0 x 31.1% 17.4% 27.8% 68.5 % 11.0 % 5.2 % Tangoe 15.43 576 545 44 13 (27.6)% 24.5 % 3.3 x 2.7 x 21.9 x 16.4 x 28.1 x 21.0 x 20.3% 33.2% 33.5% 54.2 % 15.1 % 13.4 % Xero 12.49 1,442 1,376 65 0 211.3 % 35.6 % 42.2 x 25.1 x NA NA NA NA 68.2% (0.9)% (39.5)% 2.9 % (35.3)% (36.6)%

M ean 5,394 5,040 507 153 52.3 % 12.5 % 13.5 x 9.4 x 57.2 x 45.0 x 105.5 x 86.3 x 27.1% 38.3% 6.4% 55.7 % 10.1 % 5.6 % M edian 2,993 2,856 237 75 29.8 % 16.6 % 6.4 x 5.3 x 34.3 x 16.4 x 28.1 x 21.0 x 23.3% 20.3% 7.3% 61.3 % 13.1 % 12.7 %

Human Resources Callidus 6.59 248 287 23 62 32.3 % 44.2 % 2.9 x 2.6 x NA 27.9 x NA NA 10.9% NA 156.4% 48.1 % 1.4 % (5.9)% Cornerstone 43.30 2,210 2,140 76 7 81.9 % 27.0 % 16.3 x 10.7 x NA NA NA NA 52.0% 125.2% 59.5% 70.4 % (6.1)% (12.2)% Halogen 14.90 322 361 8 47 NA NA 8.8 x 7.4 x NA NA NA NA 19.3% (195.2)% 67.1% 73.4 % (9.6)% (76.9)% Personal & Informatik 47.97 361 341 20 0 30.5 % 8.3 % 3.7 x NA 11.2 x NA 17.1 x NA NA NA NA 69.3 % 33.3 % 23.1 % Saba 9.75 290 276 15 1 5.1 % 22.6 % 2.3 x 1.9 x NA NA NA NA 21.5% 158.0% NA 62.9 % (8.0)% (3.7)% WageWorks 34.45 1,149 864 329 44 128.8 % 37.6 % 4.6 x 3.9 x 18.8 x 15.8 x 55.6 x 49.4 x 16.0% 19.3% 12.5% 63.9 % 24.3 % 9.4 % Workday 64.09 11,088 10,303 806 21 NA 4.0 % 33.4 x 21.0 x NA NA NA NA 58.9% (6.4)% 17.8% 58.5 % (31.9)% (31.6)% M ean 2,238 2,082 182 26 55.7 % 24.0 % 10.3 x 7.9 x 15.0 x 21.8 x 36.3 x 49.4 x 29.8% 20.2% 62.7% 63.8 % 0.5 % (14.0)% M edian 361 361 23 21 32.3 % 24.8 % 4.6 x 5.7 x 15.0 x 21.8 x 36.3 x 49.4 x 20.4% 19.3% 59.5% 63.9 % (6.1)% (5.9)%

*Sorted alphabetically within market segment

Capstone Partners 53 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 53 Trading & Operating Metrics (Continued)

($ in millions, except per share data) $/Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM M argin Company Name 6/30/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

Licensed Software Leaders IBM 191.11 211,902 233,241 12,058 33,397 (2.3)% (10.4)% 2.3 x 2.2 x 8.8 x 8.0 x 12.3 x 11.2 x 1.0% 10.6% 10.4% 48.3 % 25.6 % 17.2 % Microsoft 34.55 288,489 229,466 73,788 14,765 12.9 % 20.8 % 3.0 x 2.7 x 7.4 x 6.7 x 12.6 x 11.4 x 10.2% 10.5% 10.4% 75.3 % 41.0 % 30.6 % Oracle 30.71 142,212 128,490 32,216 18,494 3.4 % (5.0)% 3.5 x 3.3 x 7.1 x 6.5 x 11.4 x 10.6 x 4.7% 9.4% 7.5% 80.9 % 48.8 % 35.0 % SAP 73.04 87,099 87,658 5,897 6,455 23.1 % (9.0)% 4.2 x 3.7 x 12.3 x 10.1 x 17.8 x 16.0 x 11.8% 21.3% 11.2% 71.6 % 33.8 % 23.2 % M ean 182,425 169,714 30,990 18,278 9.3 % (0.9)% 3.2 x 3.0 x 8.9 x 7.8 x 13.5 x 12.3 x 6.9% 12.9% 9.9% 69.0 % 37.3 % 26.5 % M edian 177,057 178,978 22,137 16,630 8.2 % (7.0)% 3.2 x 3.0 x 8.1 x 7.3 x 12.5 x 11.3 x 7.5% 10.6% 10.4% 73.4 % 37.4 % 26.9 %

M arketing & Advertising Adobe 45.56 22,883 20,543 3,866 1,526 40.7 % 4.7 % 4.8 x 4.9 x 14.1 x 15.6 x 24.0 x 29.8 x (0.8)% (9.7)% (19.5)% 87.4 % 34.2 % 22.7 % Bazaarvoice 9.43 686 591 95 0 (48.2)% 28.8 % 3.7 x 3.2 x NA NA NA NA 16.0% 32.8% 19.7% 65.6 % (12.0)% (13.8)% Callidus 6.59 248 287 23 62 32.3 % 44.2 % 2.9 x 2.6 x NA 27.9 x NA NA 10.9% NA 156.4% 48.1 % 1.4 % (5.9)% Constant Contact 16.07 494 396 97 0 (10.0)% 23.8 % 1.5 x 1.3 x 10.9 x 8.5 x 30.3 x 22.7 x 13.1% 28.5% 33.5% 70.9 % 13.9 % 6.3 % Google 880.37 292,077 249,355 50,098 7,376 51.8 % 10.9 % 4.7 x 4.0 x 12.7 x 10.9 x 21.3 x 18.7 x 17.4% 16.8% 14.0% 57.7 % 36.6 % 25.8 % Jive Softw are 18.17 1,211 1,077 144 10 (13.4)% 19.5 % 8.8 x 6.7 x NA NA NA NA 31.9% (56.5)% (15.0)% 61.4 % (16.6)% (25.5)% Marin Softw are 10.24 334 224 115 6 NA (37.7)% 3.5 x 2.8 x NA NA NA NA 25.0% (14.0)% 78.7% 57.8 % (39.9)% (41.6)% Marketo 24.87 890 857 36 4 NA NA 13.0 x 9.8 x NA NA NA NA 33.3% 8.8% 89.8% 57.3 % (53.2)% (48.5)% Millennial Media 8.71 693 559 133 0 (34.0)% 37.2 % 2.9 x 1.9 x NA NA NA NA 52.5% NA NA 40.9 % 3.2 % 1.4 % ReachLocal 12.26 348 260 88 0 11.5 % (18.0)% 0.5 x 0.5 x 9.8 x 8.1 x 25.5 x 26.9 x 16.8% 21.3% NA 50.0 % 5.6 % 2.9 % Responsys 14.31 706 601 106 1 18.1 % 61.7 % 3.5 x 3.0 x 21.7 x 20.9 x 62.2 x NA 14.9% 3.7% (24.3)% 54.1 % 16.0 % 7.1 % Tremor Video 9.00 445 419 32 6 NA NA 3.7 x NA NA NA NA NA NA NA NA 43.7 % (5.5)% (29.7)% ValueClick 24.71 1,883 1,834 129 80 50.8 % (16.4)% 2.7 x 2.4 x 7.8 x 7.2 x 14.2 x 13.2 x 11.8% 9.4% 7.8% 62.2 % 34.4 % 19.9 % Yahoo! 25.13 27,207 24,229 3,013 36 58.7 % 6.8 % 4.9 x 5.3 x 14.3 x 14.7 x 19.5 x 18.1 x (7.1)% (2.7)% 8.1% 68.1 % 34.6 % 30.8 % M ean 25,007 21,517 4,141 650 14.4 % 13.8 % 4.4 x 3.7 x 13.1 x 14.2 x 28.2 x 21.6 x 18.1% 3.5% 31.7% 58.9 % 3.8 % (3.4)% M edian 700 596 111 6 18.1 % 15.2 % 3.6 x 3.0 x 12.7 x 12.8 x 24.0 x 20.7 x 16.0% 8.8% 14.0% 57.7 % 4.4 % 2.1 %

*Sorted alphabetically within market segment

Capstone Partners 54 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 54 Trading & Operating Metrics (Continued)

($ in millions, except per share data) $/Share M arket Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM M argin Company Name 6/30/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net

Vertical M arket ACI Worldw ide 46.48 1,852 2,410 112 671 5.1 % (4.9)% 3.5 x 2.6 x 13.2 x 9.6 x 24.6 x 14.7 x 34.9% 38.2% 67.4% 64.2 % 26.4 % 11.1 % Advent 35.06 1,802 1,709 186 93 29.3 % 25.3 % 4.7 x 4.4 x 14.9 x 16.0 x 31.3 x 29.3 x 5.5% (7.0)% 6.9% 69.3 % 31.5 % 16.1 % Athenahealth 84.73 3,113 3,170 48 105 7.0 % (12.7)% 7.0 x 4.9 x 34.7 x 25.5 x 70.0 x 86.6 x 43.1% 36.0% (19.1)% 59.8 % 20.2 % 10.0 % Blackbaud 32.57 1,487 1,690 8 212 26.9 % 9.9 % 3.6 x 3.3 x 15.2 x 15.9 x 31.6 x 27.2 x 9.7% (4.2)% 16.3% 54.1 % 23.7 % 9.9 % Dealertrack 35.43 1,541 1,534 171 164 17.7 % 20.6 % 3.8 x 3.3 x 15.0 x 12.8 x 30.3 x 27.3 x 16.1% 17.8% 10.8% 43.2 % 25.1 % 12.6 % Ebix 9.26 344 378 44 77 (53.6)% (42.9)% 1.8 x NA 4.3 x NA 5.0 x NA NA NA NA 81.3 % 42.1 % 34.8 % Ellie Mae 23.08 607 547 61 0 28.2 % (4.0)% 4.9 x 4.0 x 14.6 x 11.6 x 19.9 x 20.7 x 22.9% 26.0% (3.7)% 77.2 % 33.5 % 27.9 % Envestnet 24.60 797 765 32 0 105.0 % 40.5 % 4.5 x 2.9 x 28.2 x 19.2 x 64.7 x 40.8 x 55.1% 46.8% 58.8% 28.2 % 15.8 % 7.5 % Higher One 11.64 543 604 11 72 (4.7)% 30.9 % 3.1 x 2.6 x 9.3 x 10.9 x 17.4 x 19.2 x 18.0% (14.3)% (9.6)% 58.8 % 32.8 % 18.4 % IDOX 0.59 204 238 6 41 (6.4)% (22.9)% 2.6 x 2.6 x 9.6 x 8.7 x 15.6 x 11.7 x (1.5)% 10.1% 33.3% 88.7 % 26.6 % 14.7 % Market Leader 10.70 289 267 22 0 110.6 % 19.4 % 5.6 x 4.3 x NA 32.4 x NA NA 31.2% 314.0% 77.1% 100.0 % (8.1)% (16.0)% Medidata Solutions 77.45 2,059 1,939 120 0 137.1 % 33.6 % 8.4 x 6.8 x 36.7 x 29.4 x 66.2 x 60.9 x 24.0% 24.6% 8.8% 71.8 % 22.9 % 13.1 % NIC 16.53 1,072 1,008 64 0 30.2 % (13.7)% 4.5 x 4.1 x 17.9 x 16.6 x 35.9 x 35.8 x 9.5% 7.6% 0.4% 40.6 % 25.2 % 13.3 % OpenTable 63.95 1,457 1,360 97 0 42.1 % 1.5 % 8.1 x 7.0 x 18.9 x 15.4 x 36.5 x 31.3 x 16.6% 23.2% 16.8% 74.5 % 42.8 % 24.4 % Playtech 9.15 2,676 2,600 168 91 69.0 % (4.7)% 6.2 x 5.6 x 12.6 x 12.3 x 9.2 x 14.8 x 10.3% 2.5% (37.9)% 100.0 % 49.3 % 70.2 % RealPage 18.34 1,405 1,382 23 0 (20.8)% (11.4)% 4.1 x 3.4 x 17.8 x 14.3 x 36.7 x 29.7 x 20.0% 24.2% 23.5% 60.4 % 23.0 % 11.1 % Solera 55.65 3,834 4,533 447 1,146 33.2 % (4.6)% 5.5 x 5.1 x 12.8 x 12.0 x 20.8 x 19.4 x 7.7% 6.7% 7.3% 69.0 % 43.3 % 22.7 % SS&C Technologies 32.90 2,753 3,652 69 967 31.6 % 9.7 % 5.8 x 5.0 x 14.5 x 12.3 x 20.7 x 17.1 x 16.0% 18.1% 20.8% 44.5 % 39.9 % 21.0 % Temenos 24.41 1,687 1,805 93 211 47.8 % 2.8 % 4.0 x 3.7 x 21.8 x 11.9 x 22.8 x 20.4 x 7.3% 83.1% 11.4% 70.3 % 18.2 % 16.9 % Textura 26.01 570 584 5 19 NA NA 21.4 x NA NA NA NA NA NA NA NA 75.0 % (55.1)% (102.6)% M ean 1,505 1,609 89 193 33.4 % 3.8 % 5.6 x 4.2 x 17.3 x 15.9 x 31.1 x 29.8 x 19.2% 36.3% 16.1% 66.5 % 24.0 % 11.8 % M edian 1,472 1,458 62 75 29.3 % 1.5 % 4.6 x 4.0 x 15.0 x 13.5 x 27.4 x 27.2 x 16.4% 20.6% 11.1% 69.2 % 25.8 % 14.0 %

*Sorted alphabetically within market segment

Capstone Partners 55 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 55 Capstone Partners Investment Banking Advisors

ObservationsTechnology & and RecommendationsTelecom Team

Capstone Partners 56 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors WORLD CLASS WALL STREET EXPERTISE.56 BUILT FOR THE MIDDLE MARKET.TM Technology & Telecom Team

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

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

Capstone Partners 57 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 57 Technology & Telecom Team

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

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

Capstone Partners 58 CapstoneInvestment BankingPartners Advisors Investment Banking Advisors 58