TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

www.harriswilliams.com

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

HARRIS WILLIAMS & CO. OVERVIEW

CONTENTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM . DEAL SPOTLIGHT . WHAT WE’RE READING KEY FACTS . M&A TRANSACTIONS – 3Q 2015 . SOFTWARE M&A ACTIVITY . 24+ year history with over . SOFTWARE SECTOR OVERVIEWS 170 closed transactions in . SOFTWARE PRIVATE PLACEMENTS the past 3 years OVERVIEW Approximately 235 . SOFTWARE PUBLIC COMPARABLES . OVERVIEW professionals across seven offices in the U.S. and Europe . TECHNOLOGY IPO OVERVIEW . DEBT MARKET OVERVIEW . Strategic relationships in . APPENDIX: PUBLIC COMPARABLES DETAIL India and China STRATEGIC RELATIONSHIPS TMT CONTACTS HW&Co. OFFICE . 10 industry groups UNITED STATES Jeff Bistrong Managing Director HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS [email protected] Sam Hendler Managing Director SOFTWARE / SAAS INTERNET & DIGITAL MEDIA [email protected] . Application Software . IT and Tech-Enabled . AdTech and Marketing . Digital Media, Content, and Services Gaming Mike Wilkins . Data and Analytics Solutions Managing Director . Telecom and Data Center . eCommerce [email protected] Infrastructure Software . Consumer Internet . Solutions . Mobile EUROPE Thierry Monjauze TMT VERTICAL FOCUS AREAS Managing Director [email protected] . Education Technology . Financial Technology . Public Sector . Energy Technology . Healthcare IT . Supply Chain / Logistics TO SUBSCRIBE PLEASE EMAIL: *[email protected]

SELECT RECENT HW&CO. TMT TRANSACTIONS

has acquired a has received a majority has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by majority interest in Investment from

www.harriswilliams.com PAGE | 1 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

DEAL SPOTLIGHT – HELPSYSTEMS HW&Co. continued its strong momentum in the software sector by advising Summit Partners and Management on the sale of HelpSystems to H.I.G. Capital.

. As an industry consolidator, HelpSystems has successfully utilized a buy vs. build decision framework in order to expand its solution suite and acquire new clients in adjacent market segments.

has been acquired by . H.I.G. Capital is partnering with HelpSystems to further its organic and inorganic growth strategy, with a focus on enhancing the company’s best-in-class service offerings for its existing client base.

. This transaction represents the second time HW&Co. has advised HelpSystems on a sale process, having advised Audax Private Equity in the sale of HelpSystems to Summit October 7, 2015 Partners in April 2012.

ABOUT HELPSYSTEMS

. HelpSystems is a leading provider of system and network management, business intelligence, security, and compliance software solutions.

. With over 9,000 customers across a broad range of industries, HelpSystems is the market leader within system and network management for the IBM-i operating system and is rapidly expanding its presence on the Windows, Linux and Unix platforms.

. Founded in 1982, HelpSystems is headquartered in Eden Prairie, Minnesota.

PAGE | 2 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

WHAT WE’RE READING

THE PAYMENTS WORLD REALLY WANTS TO KNOW WHO YOU ARE (OCTOBER 11, 2015)

Point of sale payments technology has changed quite a bit since the 1960s, and although PINs still play an important role in securing many transactions, recent advances in payment technology provide us with the convenience of paying with our phones and watches, our credit and debit cards contain embedded microchips that will essentially wipe out counterfeit fraud and we can now initiate, verify and secure a payment with the swipe of a finger. However, as cyber-criminals become increasingly more sophisticated given recent well-publicized data breaches, more secure payments technologies that utilize multi-factor identification methods, like biometrics and social , are becoming the future of payments. TechCrunch

THE NEW CYBER KILL CHAIN (SEPTEMBER 27, 2015)

The cloud has significantly changed, and shortened, the cyber kill chain. It’s now easier than ever for a hacker to access the entire contact list of a single person, the organization they belong to, or even the entire supply/value chain of the organization. With smaller degrees of separation between people and organizations, and the surge of Internet of Things, taking down entire supply chains of organizations has never been easier, thus driving a new era for cybersecurity. Industry analysts believe the pace and innovation of cybersecurity needs to increase along with it and should be an integral part of organizational strategy, embedded into core workflows an investment decisions. VentureBeat

PE FIRMS SEE MOST TECH EXITS EVER VIA M&A (SEPTEMBER 25, 2015)

In one of the hottest M&A markets, cash-flush strategic buyers are aggressively acquiring assets while private equity has largely stayed on the sidelines, at least as buyers. Consequently, private equity has been focused on exiting their portfolio companies, especially their technology investments. Through year-to-date 2015, private equity firms sold over 100 technology companies with a combined valuation of $52.7 billion, the highest on record according to Dealogic. Of the $52.7 billion, U.S. based technology companies accounted for 88%, or $46.2 billion, of the aggregate volume, which is also the highest volume on record. This surge in M&A comes at a time when technology firms have essentially eschewed the public markets as evidenced by just 14% of all U.S. IPOs this year have come from technology companies – the lowest portion on record. The Wall Street Journal

BIG DATA ANALYTICS, DIGITAL HEALTH M&A MAY PROFIT HEALTH SYSTEMS (SEPTEMBER 16, 2015)

According to a recent study by Accenture, healthcare systems that proactively acquire or invest in digital health service providers in addition to their traditional merger and acquisition targets are more likely to create profitable, diversified portfolios of complementary holdings. Over the past six years, investors have spent approximately $15.4 billion on 2,349 venture deals as demand for healthcare big data analytics software and services rises rapidly in the provider community. Startups and digital health services companies that offer big data analytics, population health management, practice management, and patient engagement solutions are prime investment opportunities for health systems that see the benefit in managing as many operational development activities as possible under their own corporate umbrella. Health IT Analytics

TECH IPOS SHOW WEAKNESS, BUT M&A CHARGES AHEAD (SEPTEMBER 11, 2015)

Despite the weakening IPO picture, M&A in the technology sector continues to surge. In particular, middle market technology companies are watching their valuations soar amid a wave of deals. Notable 3Q 2015 technology deals include Fidelity National Information Services‘ $9.1 billion (including debt) pending acquisition for financial software company SunGard, Infor’s $675 million acquisition of supply chain management firm GT Nexus, and Advance Publication’s $500 million acquisition of big-data software provider 1010data. The spike in technology acquisitions coupled with large amounts of private equity dry powder is driving the percentage of total IPO filings by technology companies to a seven year low. The Wall Street Journal

PAGE | 3 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

SELECT M&A TRANSACTIONS – 3Q 2015

Closed 9/30/15 Thoma Bravo acquires a majority stake in MedeAnalytics . MedeAnalytics is a leading provider of cloud-based financial performance analytics for the healthcare industry. . The company’s evidence-based insights enable over 1,500 healthcare providers globally to leverage the vast amounts of data available to deliver cost-effective care and promote healthier populations. Ent. Value: NA EV / Revenue: NA Revenue: NA EV / EBITDA: NA . Thoma Bravo will assume a controlling stake in the business, while prior investors Bain Capital, Integral Investors, and Emergence Capital Partners will remain minority shareholders.

Closed 9/28/15 TA Associates’ strategic majority investment in Mitratech . Mitratech provides enterprise legal management software solutions for corporate legal departments globally. . The company delivers integrated matter management, spend management, e-Billing, legal hold, contracts management, entity management, and GRC solutions for over 750 organizations and 100,000 users across the globe. Ent. Value: NA EV / Revenue: NA Revenue: NA EV / EBITDA: NA . Mitratech’s new partnership with TA Associates allows the company to stay private and focus on its current strategy while leveraging TA's global footprint and growth focus to deliver even more innovation and value to clients.

Closed 9/18/15 Infor’s acquisition of GT Nexus . GT Nexus offers a cloud-based business network and execution platform for global trade and supply chain management. . Approximately 25,000 businesses rely on GT Nexus, including six of the top ten logistics service providers and 30 global financial institutions, all managing more than $100 billion in goods each year using its cloud-based business network. Ent. Value: $675M EV / Revenue: 5.1x Revenue: $133M EV / EBITDA: 67.5x . Together, Infor and GT Nexus will provide customers with industry-leading visibility into their supply chains to manage production and monitor goods in transit and at rest.

Announced 8/14/15 TPG Capital and Leonard Green’s pending acquisition of Ellucian . Ellucian is a leading global provider of software, services, and insights to the higher education industry. . Serving over 2,400 higher education institutions globally, Ellucian provides software that is used for student registration, finance, human resources, recruiting and other administrative purposes. Ent. Value: $3.5B EV / Revenue: NA Revenue: NA EV / EBITDA: NA . Leonard Green and TPG will seek to leverage their deep software experience and global resources to partner with management and continue developing and expanding the platform.

Closed 7/20/15 Roper Technologies acquires On Center Software . On Center Software provides cloud-based construction automation management solutions in the U.S. and internationally. . Over 40,000 users rely on the company’s solutions to reduce manual processes and eliminate costly errors in the construction takeoff, estimating, and project management processes. Ent. Value: $157M EV / Revenue: NA Revenue: NA EV / EBITDA: NA . Roper’s long-term orientation towards growth aligns with On Center Software’s vision for how to deliver new products to its customer base as well as new prospects within the construction industry.

PAGE | 4 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

SOFTWARE ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF SOFTWARE ASSETS BY VOLUME

. The 10 most active strategic software consolidators combined for 2015 YTD 49 acquisitions in 2015 YTD; 9 2014 was the most active with 12 acquisitions to date. 2013 10 2012 . After a slow start to 2015, Oracle 2 completed its acquisition of 28 2011 marketing automation company, 7 9 7 12 3 Maxymiser, which will complement 4 5 1 Oracle’s targeting capabilities via 9 8 4 1 1 9 7 3 Eloqua, as well as Oracle’s new 10 5 4 5 9 Commerce Cloud. 10 2 8 12 5 7 5 7 5 8 3 5 8 5 9 7 7 8 5 5 5 4 1

GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME

. Global strategic software M&A registered 435 transactions in 3Q 2015, a slight decrease compared to the prior quarter, but still among the most active quarters in the last four years. . Despite recent market volatility, strategic buyers continue to seek 457 growth through M&A, capitalizing 435 413 397 on large cash reserves and stock 381 375 379 362 369 352 352 352 332 340 prices at or near all time highs. 327 323 307

3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15

PAGE | 5 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

SOFTWARE ACQUISITION ACTIVITY – PRIVATE EQUITY

MOST ACTIVE PRIVATE EQUITY BUYERS OF NEW SOFTWARE PLATFORMS BY VOLUME

. Vista Equity, Thoma Bravo, Francisco Partners, and Marlin Equity are the most active software investors 5 2015 YTD through 2015 YTD, with a combined 20 new platform investments across 2014 multiple software sectors. 9 2013 2012 . Vertically-focused software assets 5 are receiving significant attention 2011 from private equity, some of the 7 5 2 5 2 more notable transactions include: 2 2 4 2 5 1 Vista Equity / Power Schools 3 4 1 5 5 5 6 (Education), Thoma Bravo / 3 9 6 MedeAnalytics (Healthcare), Marlin 4 4 01 1 6 3 2 5 2 Equity / IBS (Manufacturing and 3 2 2 5 4 3 3 Distribution), and Francisco Partners 2 2 1 2 1 2 / eFront (Financial Services).

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

. In 3Q 2105, global private equity investment activity in the software sector continued its strong momentum with 51 new platform acquisitions. . Private equity interest in the software sector remains strong as record levels of dry powder and favorable lending conditions 64 53 continue to drive acquisition 49 49 51 45 45 48 45 activity. 42 41 44 44 44 36 38 32

3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15

PAGE | 6 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPLICATION SOFTWARE – M&A MARKET SUMMARY

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

. In 3Q 2105, Application Software M&A continued at a 322 321

strong place, representing the 298 2.5x 288 2.5x 2.5x 285 282 287 second most active quarter in 274 2.4x 2.3x four years. 269 266 269 2.3x 255 252 251 2.2x 244 246 2.1x 2.1x 227 1.9x . Median reported Application 1.9x Software M&A revenue multiples decreased slightly in 1.6x 1.6x 3Q 2015, however, still remain 1.4x 1.5x 1.3x in line with historical averages. 1.2x

3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15

NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE In 3Q 2015, there was a surge Pending SS&C Technologies Holdings, Inc. Primatics Financial LLC Integrated enterprise software for the financial services sector. $122 2.4x . Pending Ericsson Envivio, Inc. Software-based IP video processing and distribution solutions. $90 2.1x in healthcare IT M&A, which Pending IBM Merge Healthcare Incorporated Electronic healthcare reporting software. $975 4.3x was driven by strategic buyers Pending Leonard Green & Partners, TPG Ellucian, Inc. Software, services, and analytics for higher education institutions globally. $3,500 NA seeking to further diversify their Pending Amadeus IT Group SA Navitaire LLC Software-based airline, rail, and bus operations solutions. $830 NA existing solution suites and Pending FIS Global SunGard Data Systems Inc. Business management software, analytics, and services for the financial sector. $9,100 3.2x care offerings. 09/28/15 TA Associates Management, L.P. Mitratech Holdings, Inc. Enterprise software solutions for the legal industry. NA NA 09/22/15 The Riverside Company Baker Hill Corporation Banking process management software solutions. $100 3.2x . Notable healthcare IT 09/10/15 Xerox Corporation RSA Medical, LLC Outsourced provider of technology-based, medical risk management services. $147HW&CO. CONFIDENTIAL3.1x transactions include IBM’s 09/03/15 ParkerGale ATP Software and information services for the aviation industry. $44 HW&CO. CONFIDENTIAL1.8x pending acquisition of Merge 09/02/15 Trimble Navigation Limited ViaNova Systems AS Model-based software tools for the design of transport infrastructure. NA NA Healthcare, Xerox’s acquisition 09/01/15 HighJump Software Wesupply Limited Outsourced B2B integration and electronic data exchange services. NA NA of RSA Medical, Wolters 09/01/15 Wolters Kluwer Health, Inc. Learner's Digest International LLC Mobile-based educational and research products for the healthcare industry. $150 3.8x Kluwer’s acquisition of 08/12/15 Emdeon Altegra Health, Inc. Tech-enabled business and consulting solutions to the healthcare industry. $910 NA Learner’s Digest International, 07/31/15 Premier Healthcare Solutions, Inc. Healthcare Insights, LLC Financial management software solutions for hospitals and healthcare-related businesses. $69 NA and Emdeon’s acquisition of 06/30/15 Marlin Equity Partners, LLC IBS AB ERP software for the wholesale and distribution markets globally. NA NA 06/29/15 Vista Equity Partners Mediaocean LLC Advertising software and services for advertising agencies and media owners. NA NA Altegra Health. MEDIAN $149 3.2x

PAGE | 7 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

SAAS – M&A MARKET SUMMARY

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

. After a high water mark in 2Q 2015, SaaS M&A volume decreased in 3Q, while 71 5.8x 5.7x continuing to register above 63 5.5x 5.6x average activity. 60 60 5.3x 5.3x 4.9x 55 54 52 4.6x . In 3Q 2015, median reported 4.4x 4.5x 49 4.3x 4.2x 47 46 M&A revenue multiples 45 3.9x 3.9x 43 42 3.7x remained near 4.0x revenue 3.5x as SaaS companies with 38 39 38 38 3.4x defensible market positions and substantial recurring subscription revenue continue to be highly sought after acquisition targets.

3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15

NOTABLE SAAS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE In 3Q 2015, strategic and Pending Envestnet, Inc. Yodlee, Inc. Cloud-based digital financial software and services. $504 5.1x . 10/01/15 Cox Automotive, Inc. Dealertrack Technologies, Inc. Software solutions and services to the automotive retail industry. $4,464 4.7x private equity buyers 10/01/15 Aflac, Inc. Empowered Benefits SaaS-based employee benefits technology provider. $40 HW&CO. CONFIDENTIAL6.5x completed transactions across 09/18/15 Infor (US), Inc. GT Nexus, Inc. Cloud-based supply chain visibility and logistics management software. $675 5.1x

a diverse set of verticals 09/15/15 CIP Capital Community Investors, Inc. SaaS-based community management software tools. $116HW&CO. CONFIDENTIAL4.8x including financial services, 09/02/15 Marlin Equity Partners, LLC ADP AdvancedMD, Inc. Cloud-based practice management, electronic health record, and scheduling software. NA NA supply chain and logistics, 08/20/15 PeopleAdmin, Inc. SearchSoft Solutions, Inc. Web-based recruitment and talent management software. NA NA automotive, and healthcare. 08/20/15 Premier Healthcare Solutions, Inc. CECity.com, Inc. Cloud-based healthcare software solutions. $400 NA 08/20/15 Oracle Corporation Maxymiser Inc. Online customer experience optimization software solutions. NA NA . One of the more notable 08/10/15 NetSuite Inc. Monexa Solutions Inc. On-demand subscription billing and payment automation solutions. $35 NA vertical SaaS transactions 08/06/15 Everyday Health, Inc. Tea Leaves Health Cloud-based consumer and physician CRM solutions. $50 NA includes Infor’s $675 million 08/04/15 Vista Equity Partners Pearson SIS (PowerSchool) Web-based student information software solutions. $350 NA acquisition of GT Nexus, a 07/20/15 Roper Technologies, Inc. On Center Software, Inc. SaaS-based construction automation management solutions. $157 NA supply chain visibility and 07/13/15 Francisco Partners Management ClickSoftware Technologies Ltd. SaaS-based workforce management and service software. $376 3.0x logistics management business 06/30/15 Insight Venture Partners Fourth Ltd. Cloud-based cost control solutions to the hospitality industry. NA NA for the transportation and 06/09/15 NetSuite Inc. Bronto Software, Inc. Online marketing platform for ecommerce retailers. $200 NA 05/11/15 Extend Health, Inc. Acclaris, Inc. SaaS-based support for account-based healthcare plans. $140 NA logistics sector. MEDIAN $200 5.0x

PAGE | 8 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

DATA AND ANALYTICS – M&A MARKET SUMMARY

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

. In 3Q 2015, the Data and 3.3x Analytics software M&A sector 3.2x 107 registered its strongest quarter 105 in the past four years, with 107 97 2.9x 2.7x reported transactions. 88 2.6x 82 2.3x Median reported M&A 76 76 . 73 74 74 72 71 72 multiples for Data and 67 63 64 64 1.9x 1.9x Analytics transactions remain 1.8x at four-year highs as buyers 1.6x continue to place premiums 1.4x 1.4x 1.3x 1.3x on assets that enable them to 1.1x glean actionable insights from 0.9x 0.9x proprietary data sets and improve their overall user experience.

3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15

NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE Data and Analytics software Pending Genscape, Inc. Locus Energy, LLC Provider of data monitoring and analytics software for the energy sector. NA NA . Pending Microsoft Corporation Volometrix, Inc. Enterprise data analytics software for corporations. NA NA companies are increasingly Pending The Carlyle Group LP Innovation Group plc Business process services, analytics and software solutions for the insurance industry. $677 2.0x drawing attention from the Pending Aval Data Corporation Fixstars Corporation Software for data analysis and reporting. $177 7.0x private equity community. 10/01/15 Markit Ltd. CoreOne Technologies LLC Tech-enabled data analytics solutions for the financial services sector. $200 NA 09/30/15 Thoma Bravo, LLC MedeAnalytics, Inc. Cloud-based healthcare analytics solutions for the healthcare industry. NA NA . In one of the largest Data and 08/06/15 Permira Advisers Ltd. Informatica Corporation Provides enterprise data integration software and services worldwide. $4,844 4.6x Analytics deals in 2015, private 08/04/15 iSqFt Construction Market Data Group LLC Construction market data and analytics solutions. NA NA equity firm, Permira Advisors, 08/03/15 Advance Communication Corp. 1010data, Inc. Cloud-based platform for big data discovery and data sharing. $500 NA acquired Informatica in a 06/04/15 Hitachi Data Systems Corporation Pentaho Corporation Software and support for the open source statistical computing language. NA NA take-private transaction for 06/04/15 Francisco Partners Management Procera Networks, Inc. Enterprise data integration software and services. $130 1.6x $4.8 billion, providing the 06/04/15 Solera Holdings Inc. DMEautomotive, LLC Data-driven automotive marketing software. $143HW&CO. CONFIDENTIAL2.3x company with more flexibility 05/31/15 MasterCard Incorporated Applied Predictive Technologies, Inc. Business analytics software that helps consumer-facing companies mitigate risk. $600 NA and time to implement its 05/28/15 eVestment Alliance, LLC TopQ Software Ltd Subscriber experience assurance solutions based on deep packet inspection (DPI). NA NA transformative roadmap 04/17/15 IHS Inc. RootMetrics Inc. Cloud-based cause-and-effect analytics software solutions. NA NA 04/14/15 Microsoft Corporation Datazen Software Inc. Provider of web-based private equity information and analytics. NA NA 04/06/15 Microsoft Corporation , Inc. Mobile consumer analytics software. NA NA

MEDIAN $350 2.3x

PAGE | 9 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

INFRASTRUCTURE SOFTWARE – M&A MARKET SUMMARY

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

. In 3Q 2015, Infrastructure Software M&A activity slowed to a four-year low with only 34 69 69 67 transactions registered in the 4.8x 4.8x 61 4.5x quarter. 58 55 56 55 56 53 4.0x . Median reported Infrastructure 50 49 48 48 Software M&A revenue 45 3.2x multiples decreased slightly in 3.1x 3.1x 38 2.8x 2.8x 3Q 2015, however, still remain 2.7x 34 2.5x in line with historical averages. 2.3x 2.1x

1.8x 1.8x

1.3x

0.6x

3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15

NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE As cybersecurity becomes a Pending Barracuda Networks, Inc. Intronis, Inc. Provides cloud, physical, and virtual data protection services. $65 NA . Pending The Carlyle Group Novetta Solutions, LLC Advanced fraud and risk management detection software. NA NA more prevalent focus for Pending Cisco Systems, Inc. MaintenanceNet, Inc. SaaS-based service revenue generation solutions. $139 NA enterprises, large infrastructure Pending The Carlyle Group, GIC Pte Veritas Technologies Corporation Data backup, recovery, archiving, eDiscovery, storage management solutions. $8,000 NA

software buyers are 10/07/15 H.I.G. Capital, LLC HelpSystems, LLC IT infrastructure software for network management, business intelligence, and security. $575 HW&CO. CONFIDENTIAL5.4x increasingly turning to M&A to 09/30/15 Amazon Web Services, Inc. Elemental Technologies, Inc. Video processing software solutions. $500 NA bolster their existing security 09/28/15 Microsoft Corporation Adxstudio Inc. Web content application development company. NA NA solutions. 09/25/15 Computer Sciences Corporation Fixnetix Ltd. Low latency market data and trading infrastructure solutions. $113 NA 09/10/15 IBM StrongLoop Provides application connectivity solutions. NA NA . Notable cybersecurity 09/01/15 Singapore Telecommunications TrustWave Holdings, Inc. Provides on-demand data security and compliance management solutions. $786 3.6x transactions include 08/27/15 Cisco Systems, Inc. OpenDNS, Inc. Application performance infrastructure solutions. NA NA Barracuda’s pending 08/18/15 BMC Software, Inc. Boundary, Inc. Cloud-based network performance and availability monitoring solutions. NA NA acquisition of Intronis, Carlyle 08/17/15 CA, Inc. Xceedium, Inc. Network security software solutions and advisory. NA NA Group’s pending acquisition of 08/06/15 Comverse, Inc. Acision Ltd. Internet security and domain name system services. $402 2.1x Novetta, CA’s acquisition of 07/09/15 Splunk, Inc. Caspida, Inc. Messaging infrastructure, consumer, and enterprise solutions. $190 NA Xceedium, and EMC’s 07/09/15 EMC Corporation Virtustream, Inc. On-demand data security and compliance management solutions. $1,200 NA 07/08/15 CA, Inc. Rally Software Development Enterprise data integration software. $466 5.0x acquisition of Virtustream. 04/24/15 Thoma Bravo, Ontario Teachers Riverbed Technologies Infrastructure software performance optimization solutions. $3,866 3.2x

MEDIAN $483 3.6x

PAGE | 10 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

PRIVATE PLACEMENT ACTIVITY BY SOFTWARE SECTOR

PRIVATE PLACEMENTS BY SOFTWARE SUB-SECTOR AND NEW CAPITAL RAISED

. The software sector 1,200 1113 1096 $16,000 continued to exhibit 1,100 959 997 $14,000 960 949 934 strong momentum in 3Q 1,000 912 925 924 900 2015 with private 900 805 $12,000 placement deal activity 752 749 800 717 710 increasing 4% quarter $10,000 700 640 over quarter and total reported capital raised 600 $8,000

Volume 500 reaching in excess of $6,000 $11.0 billion for the fourth 400 $ in Thousands consecutive quarter. 300 $4,000 200 $2,000 100 0 $0 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15

Application Software SaaS Data & Analytics Infrastructure Software Total New Capital (Reported)

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

. In 3Q 2015, 55% of private 15% 23% 25% 24% 22% 24% 21% 22% 25% capital raised was 30% 27% 26% 30% 34% 35% deployed in late stage 42% rounds (Series C / or later), 11% 52% 14% 15% 20% 16% up from 41% in the prior 11% 24% 18% 18% 25% 40% 16% quarter. 27% 12% 23% 28% 22% 19% . The surge in late stage 31% 29% 23% 18% 30% investment activity 31% 34% 28% 14% 28% 20% 30% suggests a maturing start- 17% 23% up landscape with fewer 26% early stage companies 36% 34% 26% 28% 25% 29% 28% 22% 22% 19% 25% seeking initial rounds of 21% 20% 22% 19% 20% funding. 11% 4% 4% 7% 2% 3% 6% 4% 4% 6% 3% 6% 6% 6% 2% 2% 4% 4% 2% 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15

Seed Series A Series B Series C Series D / or later

PAGE | 11 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

SELECT RECENT SOFTWARE PRIVATE PLACEMENTS

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

Prov ider of cloud-based supply chain design and 09/29/2015 SaaS B $50 $56 Goldman Sachs Group, Merchant Banking Div ision v isibility software solutions in the U.S. and internationally.

Accel Partners, Battery Ventures, Glynn Capital Management, Prov ider of cloud-based conferencing serv ices that Late 09/23/2015 Infrastructure $77 $175 New Enterprise Associates, Norwest Venture Partners, Quadrille enable people to connect with each other any time, Stage Capital, Jeter Ventures any place, and from any dev ice.

Data & Austin Ventures, Warburg Pincus, SJF Ventures, Emergence Prov ider of a predictiv e analytics platform for the higher 09/22/2015 D $60 $89 Analytics Capital Partners, Gera Venture Capital, Rethink Education education market.

Data & August Capital, Morgenthaler, Onset Ventures, QuestMark Prov ider of a trav el intelligence platform that connects 09/14/2015 C $23 $62 Analytics Partners, Wil consumers to adv ertisers.

Glynn Capital Management, Sequoia Capital, Khosla Ventures, Late Prov ider of on-demand identity and access 09/08/2015 Infrastructure $75 $230 Andreessen Horowitz, Altimeter Capital Management, Greylock Stage management software. Partners

Adams Street, KPCB, Mayfield, MeriTech, CrossLink Capital, Trinity Prov ider of cloud-based field serv ice software solutions Late 08/26/2015 SaaS $82 $177 Ventures, PTC, QuestMark, Emergence Capital, PremjiInv est, GE that help companies manage contracts, scheduling, Stage Ventures, Sozo Ventures, Cloud Apps Management and maintenance operations.

Ignition Partners, Capital, Atlantic Bridge Capital, Amplify 08/25/2015 Infrastructure C $20 $39 Prov ider of priv ate cloud technologies for businesses. Partners

Late Prov ider of cloud-based software for env ironmental, 08/13/2015 SaaS $122 $122 HarbourVest Partners, JMI Equity Stage health and safety, and quality management.

Prov ider of a SaaS-based health exchange and 08/12/2015 SaaS C $68 $94 Great Hill Partners, LLC benefits engagement platform for employers and consumers.

EMC Corporation, Lightspeed Venture Partners, TPG Growth, 08/03/2015 Infrastructure B $110 $148 Prov ider of a cloud-based internet security platform. Google Capital

Data & Prov ider of a data and anlytics research engine that is 07/23/2015 B $18 $22 Battery Ventures, JVP Media Labs, Vertex Venture Capital Analytics based on semantic technologies.

Data & Prov ider of Python based data analytics software 07/23/2015 A $24 $26 General Catalyst Partners, BuildGroup Management Analytics solutions and serv ices.

Note: Financial information presented above represents reported capital raised only. PAGE | 12 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR

STOCK PERFORMANCE (1- & 3-YEAR) REVENUE MULTIPLE ANALYSIS 3Q 2015 VS. 3Q 2014

Bellwethers ( 8.0%) 3Q 2014 3Q 2015 26.1% 9.0x Communication 6.2% ( 29.5%) 8.2x 8.3x 7.9x 7.5x

Enterprise ( 2.2%) 6.7x 31.5% 6.1x 5.6x 5.8x 5.5x 5.3x 5.5x 11.2% 5.0x 5.0x HCM 4.7x 41.5% 4.4x 4.4x 4.0x 4.1x 4.0x 3.7x 3.8x 3.6x 3.4x 3.3x ( 10.7%) 3.1x 3.3x Marketing 2.8x 60.6% 2.6x 2.7x 2.8x 1.9x 16.3% 1.3x PLM & Design 40.3% 1.2x

6.8% SCM 46.7%

( 30.8%) Energy ( 37.7%)

3.7% Financial 39.5% EBITDA MULTIPLE ANALYSIS 3Q 2015 VS. 3Q 2014 ( 6.2%) HCIT 12.7%

54.3% 3Q 2014 3Q 2015 Public Sector 134.6% 63.4x 62.4x 1.3% 58.3x Large-Cap SaaS 72.3% 54.3x

Small-Cap SaaS ( 1.3%) 43.3x 62.8% 39.9x 4.9% 31.7x Data & Analytics 29.1x 50.7% 31.0x 24.5x 23.6x 21.3x 21.7x Network 18.4x 18.2x18.6x 19.7x ( 2.7%) 17.5x Management (1.8%) 14.9x 15.8x 14.1x 14.5x 13.6x 11.3x 11.6x 11.8x 9.5x 11.9x10.8x 11.6x 11.0x 7.3x 7.7x Data Storage (12.3%) 7.5x (9.5%)

21.3% IT Security 76.1%

1-Year Performance 3-Year Performance

PAGE | 13 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

KEY METRICS BY SECTOR – COMPARABLE PUBLIC SOFTWARE COMPANIES

COMPARABLE COMPANY SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

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

HCM 9.0x 30% 7% 16% 86% 69% -

Large-Cap SaaS 8.3x 23% 24% 11% 81% 66% -

IT Security 7.5x 20% 8% 30% 63% 44% 35%

SCM 6.7x 11% 20% 26% - 51% 67%

HCIT 5.6x 13% 12% 15% 72% 82% 23%

Small-Cap SaaS 5.5x 23% 19% 10% 63% 19% 21%

Marketing Software 5.5x 23% 32% 9% 91% 21% -

Public Sector 5.0x 12% 14% 17% 96% 62% 69%

Financial 4.7x 11% 21% ` 32% 43% 4% 87%

Network Mgmt 3.8x 13% 13% 26% 65% 62% -

Enterprise 3.6x 8% 3% 26% 35% - 17%

Data & Analytics 3.4x 3% 9% 23% 31% 45% 74%

PLM & Design 3.3x 11% 6% 16% 90% 80% 28%

Communication 2.7x 8% 8% 16% - - -

Bellwethers 2.6x 1% 2% 30% 65% 69% 79%

Data Storage 1.9x 3% 8% 17% 62% 68% 53%

Energy 1.3x 5% 3% 8% 85% 18% -

PAGE | 14 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

SUMMARY OF TECHNOLOGY IPOS

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

$0 - 50M $50 - 100M $100 - 250M $250M + . After a busy 2Q 2015, technology IPO activity came to a near halt in 3Q 2015, with 18 only 3 IPOs priced during the quarter. 16 . SunGard, which had been running a dual 15 track process, filed on June 4 for an IPO that 13 13 could have raised $750 million, but later 12 SunGard withdrew its IPO plans when it 11 11 announced that it would be acquired 9 9 by Fidelity National Information Services (FIS) 8 for $9.1 billion (including debt) in August. 7 7 6 5 5 . Over the past 12 months, nearly 50% of technology IPOs comprised of companies 3 generating in excess of 75% annual revenue growth leading up to their IPOs.

3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15

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

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

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

12% 20% 24% 31% 42% 24% 46%

34% 41% 28%

PAGE | 15 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS

250.0% 225.0% 186.5% 194.4% 175.8% 200.0% 150.5%

175.0% 1 150.0% 100.5% 102.3%

125.0% 83.4% Growth 100.0% 61.1% 57.4% 52.6% 75.0% 22.2% 43.4% 11.8% 34.8% 26.9% 50.0%

% % Revenue 25.0% 0.0% (25.0%) (50.0%)

125.0%

98.3% 100.0%

75.0% 65.7% 53.0% 50.0% 40.4% 42.2% 32.0% 33.1%

2 25.0% 18.4% 17.3%17.5% 14.7%11.6% 14.7% 8.5% 7.4% 9.9% 3.3% 0.0% (1.2%) (2.5%) (1.2%) (10.1%) (6.1%) (25.0%) (16.7%) (23.2%) (22.9%) (29.7%) (37.9%)

(50.0%) (43.0%) (41.6%) Stock Stock Performance

(75.0%) (64.5%)

(100.0%)

(125.0%) Circle Size Denotes Revenue ($)

IPO DATE 12/11/14 12/11/14 12/11/14 1/22/15 2/11/15 3/5/15 4/23/15 5/20/15 6/4/15 6/18/15 6/25/15 6/25/15 6/25/15 7/1/15 7/16/15

OFFER PRICE $8.0 $14.0 $23.0 $14.0 $27.0 $11.5 $17.0 $25.0 $17.0 $14.0 $8.0 $12.0 $14.0 $19.0 $16.0

OFFERING SIZE ($M) $53.1 $100.8 $115.0 $175.0 $600.0 $74.8 $87.0 $222.5 $195.5 $100.1 $56.3 $74.4 $98.0 $156.8 $103.2

OFFER TO CURRENT (43.0%) 8.5% 65.7% (10.1%) (22.9%) (64.5%) (37.9%) 18.4% (6.1%) 11.6% (2.5%) 40.4% (16.7%) 17.3% 42.2%

PAGE | 16 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

Defined as Issuers with EBITDA of $50 Million or Less Defined as Issuers with EBITDA of $50 Million or Less . Through 1H 2015, middle market LBO FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA leverage multiples Institutional Pro Rata 5.6x have demonstrated a $2.B 5.3x 5.2x slight decline from $1.8B 4.9x 4.8x 2014 levels. 4.8x 4.7x 4.7x 4.5x 4.5x $1.7B 4.3x 4.3x $1.6B 4.2x $1.5B . Middle market LBO 4.1x 4.0x loan volumes 3.8x 3.8x $1.3B $1.3B 3.4x $1.2B increased 42% in 3Q 3.3x $1.2B 2015 over the prior $1.B $1.B $1.B $.9B quarter as lenders $.9B continue to remain $.7B aggressive for high $.6B $.6B quality software credits.

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 1H15 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

Percentage of Total Purchase Price . In 1H 2015, technology 1H 2015 New-Issue LBO Loan Volume: $2.9 billion companies were the Services & Leasing 19.5% 66.3% third largest recipients of LBO loans, signifying Healthcare 19.2% 63.4% continued interest in 62.6% the software sector. 60.3% Technology 16.9% 60.0% . Median LBO debt as a 59.5% 60.0% percentage of total Manufacturing 14.5% purchase price 56.6% declined to 59.5%, Telecom Equipment which is down 12% 6.7% from highs in 2013, 54.5% indicating a potential Food & Beverage 5.0% stabilization of debt markets. Other 4.8% 50.0%

Other 13.4%

2006 2007 2008 2009 2010 2011 2012 2013 2014 3Q 2015

PAGE | 17 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

SELECT HW&CO. TMT TRANSACTIONS Please contact us regarding our experience in any TMT sector.

has acquired a has been has been acquired by has received a significant majority interest in recapitalized by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by equity investment from

APPLICATION SUPPLY CHAIN DIGITAL HEALTHCARE HEALTHCARE REAL ESTATE MARKETING APPLICATION APPLICATION SOFTWARE SOFTWARE MEDIA TECHNOLOGY TECHNOLOGY SOFTWARE ANALYTICS SOFTWARE SOFTWARE Business Supply-chain Provider of safety SaaS-based SaaS-based SaaS-based Direct marketing ERP and e- ERP and e- management software for the and compliance revenue-cycle clinical guidelines solutions for home and analytics for commerce commerce and accounting food and information for the management software solutions owner the automotive software software software beverage industry aviation market solutions associations sector

has received a significant has been acquired by has acquired equity investment from has been acquired by has been acquired by has merged with has been acquired by has been acquired by has been acquired by

HCM / HEALTHCARE HEALTHCARE HEALTHCARE INFRASTRUCTURE INFRASTRUCTURE SUPPLY CHAIN HEALTHCARE HEALTHCARE MANAGED TECHNOLOGY TECHNOLOGY TECHNOLOGY SOFTWARE SOFTWARE SOFTWARE TECHNOLOGY TECHNOLOGY SERVICES SaaS-based Medical claims Medical claims ITOM, business ITOM, business SaaS-based SaaS-based SaaS-based Cloud computing employee benefits processing processing intelligence, and intelligence, and supply chain software for the Medical data and IT services technology provider software solutions software solutions security software security software management post-acute care archiving and solutions solutions solutions industry storage solutions

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

HEALTHCARE HEALTHCARE FINANCIAL HEALTHCARE NON-PROFIT HEALTHCARE HEALTHCARE MARKETING ENERGY TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY SOFTWARE TECHNOLOGY TECHNOLOGY ANALYTICS TECHNOLOGY Regulatory Clinical and Property tax Provider of SaaS-based giving Technology- Pharmacy Sampling, data SaaS-based process administrative collection, healthcare and employee based medical management collection, and energy service management HCIT systems valuation and transaction engagement risk management solutions data analytic management ancillary solutions processing solutions services solutions solutions

PAGE | 18 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY UNIVERSE

Software Bellwethers Google Microsoft Oracle IBM Cisco SAP EMC HP

Communication Software Nuance NICE NeuStar Synchronoss BroadSoft Tangoe MobileIron

Enterprise Software Oracle IBM SAP Adobe Intuit Sage Open Text Progress TOTVS IFS

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

Marketing Software Salesforce HubSpot Marketo Callidus CTCT Bazaarv oice MaxPoint HORIZONTAL PLM & Design Software Dassault Autodesk Ansys Synopsys Cadence PTC Mentor Graphics

Supply Chain Management (SCM) Manhattan Aspen Tech Fleetmatics Descartes SPS SciQuest American Amber Road Speed Comm.

Energy Software Silv er Spring OPOWER EnerNOC PSI APPLICATION SOFTWARE APPLICATION Financial Software Fiserv Jack Henry Oracle Financial Solera DH Corp Black Knight Ev estnet Bottomline Q2

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

Public Sector Software Constellation Tyler Tech Blackbaud 2U NIC K12

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

Large-Cap SaaS (cont'd) Paycom

Small-Cap SaaS (≤ $2Bn Mkt Cap) Demandware Fleetmatics Cornerstone Zendesk LogMein HubSpot Cv ent RealPage Xero RingCentral SAAS Small-Cap SaaS (cont'd) Marketo SPS Qualys Callidus Q2 Benefitfocus MINDBODY AppFolio Alarm.com inContact

Small-Cap SaaS (cont'd) OPOWER Castlight BazaarVoice SciQuest Xactly Fiv e9 Upland Amber Road Connecture

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

Network Management VMware CA Citrix F5 Networks NetScout SolarWinds Progress Infoblox Radware

Data Storage EMC NetApp Iron Mountain Brocade Nimble Storage CommVault Box Barracuda Carbonite INFRA

SOFTWARE IT Security Check Point Symantec VeriSign Fortinet FireEye Trend Micro Proofpoint Imperv a AVG Tech Qualys

PAGE | 19 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. 2016E Rev. LTM EBITDA Earnings

SOFTWARE BELLWETHERS Software Bellwethers Alphabet Inc. GOOG.L $367,526 $427,324 89.5% 8.5% 69.2% 14.4% 11.7% 32.5% 5.3x 5.0x 4.3x 14.0x 28.2x Microsoft Corporation MSFT 292,936 353,991 88.4% (4.5%) 48.7% 7.8% (4.3%) 35.9% 3.1x 3.3x 3.2x 9.0x 29.0x Communication Oracle Corporation ORCL 140,599 154,038 77.3% (5.6%) 14.8% (1.1%) (1.1%) 41.5% 3.7x 3.7x 3.7x 7.5x 16.2x

IBM Corporation IBM 172,063 142,002 75.9% (23.6%) (30.1%) (10.4%) (10.6%) 25.7% 2.0x 2.1x 2.1x 7.1x 12.6x Enterprise Cisco Systems, Inc. CSCO 97,806 132,859 86.6% 4.3% 37.5% 4.3% 3.9% 27.2% 2.0x 1.9x 1.9x 6.8x 14.8x SAP SE SAP 84,336 77,158 81.8% (10.4%) (9.3%) 12.8% 16.0% 32.6% 3.9x 3.7x 3.5x 11.7x 22.5x HCM EMC Corporation EMC 47,664 46,501 78.1% (17.4%) (11.4%) 4.7% 3.4% 21.9% 1.9x 1.9x 1.8x 6.5x 18.8x Hewlett-Packard Company HPQ 54,779 46,053 62.3% (27.8%) 50.1% (5.5%) (6.6%) 12.0% 0.5x 0.5x 0.5x 4.1x 10.1x Marketing Median $119,203 $137,431 80.0% (8.0%) 26.1% 4.5% 1.2% 29.9% 2.6x 2.7x 2.6x 7.3x 17.5x

COMMUNICATION SOFTWARE PLM & Design

Nuance Communications, Inc. NUAN $6,738 $5,071 86.3% 6.2% (34.2%) 1.9% (0.9%) 12.3% 3.5x 3.5x 3.3x 12.9x NM NICE Systems Ltd. NICE 2,994 3,289 81.5% 34.8% 64.8% 7.4% (8.7%) 19.7% 2.9x 3.2x 3.0x 13.0x 24.3x SCM NeuStar, Inc. NSR 1,856 1,480 83.3% 9.6% (32.0%) 7.7% 8.1% 39.1% 1.8x 1.8x 1.9x 4.1x 7.9x Synchronoss Technologies, Inc. SNCR 1,441 1,439 60.7% (28.4%) 43.2% 35.3% 26.7% 28.0% 2.7x 2.5x 2.1x 9.7x 29.6x Energy BroadSoft, Inc. BSFT 830 881 77.2% 42.4% (27.0%) 25.8% 23.7% 8.7% 3.5x 3.1x 2.6x 16.9x NM Tangoe, Inc. TNGO 251 283 47.6% (46.9%) (45.2%) 8.3% 7.4% 6.7% 1.2x 1.1x 1.0x 7.6x 213.8x Financial MobileIron, Inc. MOBL 137 244 23.9% (72.2%) NA 23.3% 14.6% NM 1.0x 0.9x 0.8x NM NM Median $1,441 $1,439 77.2% 6.2% (29.5%) 8.3% 8.1% 16.0% 2.7x 2.5x 2.1x 11.3x 26.9x HCIT ENTERPRISE SOFTWARE Public Sector Oracle Corporation ORCL $140,599 $154,038 77.3% (5.6%) 14.8% (1.1%) (1.1%) 41.5% 3.7x 3.7x 3.7x 7.5x 16.2x IBM Corporation IBM 172,063 142,002 75.9% (23.6%) (30.1%) (10.4%) (10.6%) 25.7% 2.0x 2.1x 2.1x 7.1x 12.6x Large-Cap SAP SE SAP 84,336 77,158 81.8% (10.4%) (9.3%) 12.8% 16.0% 32.6% 3.9x 3.7x 3.5x 11.7x 22.5x SaaS

Adobe Systems Incorporated ADBE 39,249 41,011 94.2% 18.8% 153.5% 10.9% 15.6% 24.1% 8.6x 8.2x 6.6x 36.4x 82.9x Small-Cap Intuit Inc. INTU 23,414 24,611 81.3% 1.3% 50.7% (1.2%) 9.1% 25.9% 5.6x 5.3x 4.9x 14.5x 67.4x SaaS Sage Group plc SGE 8,924 8,152 85.5% 27.5% 42.2% 1.9% 6.9% 28.4% 4.3x 4.1x 3.9x 14.7x 27.7x Data & Open Text Corporation OTEX 6,352 5,475 72.5% (19.3%) 62.3% 14.0% 1.9% 28.1% 3.4x 3.4x 3.3x 9.8x 23.4x Analytics Progress Software Corporation PRGS 1,239 1,291 84.5% 8.0% 20.8% 11.4% 24.2% 20.1% 3.4x 2.9x 2.8x 9.9x 85.3x TOTVS S.A. TOTS3 977 999 75.1% (50.0%) (63.4%) 5.7% 5.6% 21.5% 2.1x 2.0x 1.9x 8.4x 11.6x Network Management Industrial & Financial Systems IFS AB IFS B 833 870 95.2% 15.3% 110.2% 14.1% 13.9% 12.3% 2.1x 2.0x 1.9x 14.1x 30.9x

Median $16,169 $16,382 81.5% (2.2%) 31.5% 8.3% 8.0% 25.8% 3.6x 3.5x 3.4x 10.8x 25.5x Data Storage

IT Security

PAGE | 20 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. 2016E Rev. LTM EBITDA Earnings

HUMAN CAPITAL MANAGEMENT SOFTWARE Software Bellwethers Workday, Inc. WDAY $11,817 $13,221 70.7% (16.5%) NA 58.2% 46.9% NM 12.1x 10.2x 7.5x NM NM The Ultimate Software Group, Inc. ULTI 5,015 5,117 91.7% 26.5% 75.3% 21.1% 21.9% 12.2% 9.0x 8.1x 6.7x 41.4x 130.2x Communication Paycom Software, Inc. PAYC 2,106 2,123 86.4% 116.8% NA 46.2% 40.8% 20.6% 11.4x 9.9x 7.7x 85.4x 123.9x

Cornerstone OnDemand, Inc. CSOD 1,792 1,789 81.1% (4.1%) 7.6% 35.7% 29.9% NM 6.0x 5.2x 4.1x NM NM Enterprise Paylocity Holding Corporation PCTY 1,439 1,521 77.7% 52.6% NA 40.5% 32.0% NM 9.5x 8.2x 6.4x NM NM Xactly Corporation XTLY 184 227 77.3% NA NA NA NA NM 2.7x 2.5x 2.0x NM NM HCM Halogen Software Inc. HGN 103 140 76.2% (26.1%) NA 18.0% 16.3% NM 1.7x 1.6x 1.3x NM NM Median $1,792 $1,789 77.7% 11.2% 41.5% 35.7% 29.9% 16.4% 9.0x 8.1x 6.4x 63.4x 127.0x Marketing MARKETING SOFTWARE PLM & Design salesforce.com, inc. CRM $46,366 $45,515 88.5% 20.7% 81.9% 25.3% 23.2% 5.3% 7.8x 7.0x 5.8x 52.0x NM HubSpot, Inc. HUBS 1,456 1,565 84.2% NA NA 55.3% 49.3% NM 10.0x 8.4x 6.5x NM NM Marketo, Inc. MKTO 1,110 1,214 79.8% (12.0%) NA 46.2% 40.3% NM 6.2x 5.3x 4.0x NM NM SCM Callidus Software Inc. CALD 855 947 89.9% 41.3% 244.6% 24.2% 23.3% NM 5.5x 5.1x 4.4x NM NM Constant Contact, Inc. CTCT 599 780 56.1% (10.7%) 39.3% 15.1% 12.0% 12.4% 1.7x 1.6x 1.4x 9.9x 41.4x Energy Bazaarv oice, Inc. BV 317 363 48.0% (39.0%) (70.2%) 11.7% 7.5% NM 1.6x 1.6x 1.4x NM NM

MaxPoint Interactiv e, Inc. MXPT 78 106 36.3% NA NA 60.4% NA NM 0.6x 0.9x 0.7x NM NM Financial Median $855 $947 79.8% (10.7%) 60.6% 25.3% 23.2% 8.8% 5.5x 5.1x 4.0x 31.0x 41.4x

PLM & DESIGN SOFTWARE HCIT

Dassault Systemes SA DSY $17,308 $18,573 90.4% 14.7% 40.3% 22.9% 21.2% 24.4% 5.9x 5.4x 5.0x 20.0x 48.9x Public Sector Autodesk, Inc. ADSK 9,081 9,984 67.9% (19.9%) 32.4% 7.1% (1.1%) 7.9% 3.6x 3.7x 4.1x 20.6x NM Ansys, Inc. ANSS 7,104 7,945 90.3% 16.5% 20.1% 5.1% 1.8% 46.0% 7.5x 7.4x 6.8x 15.2x 31.3x Large-Cap Synopsys Inc. SNPS 6,291 7,202 87.7% 16.3% 40.0% 8.4% 8.5% 18.8% 2.9x 2.8x 2.6x 9.2x 30.2x SaaS Cadence Design Systems Inc. CDNS 5,630 6,026 94.6% 20.2% 60.7% 10.0% 7.7% 23.5% 3.4x 3.3x 3.1x 11.6x 30.6x Small-Cap PTC Inc. PTC 3,973 3,624 74.2% (14.0%) 45.8% (1.9%) (7.3%) 20.0% 3.0x 3.2x 3.2x 11.0x 39.4x SaaS Mentor Graphics Corp. MENT 2,862 2,887 90.0% 20.2% 59.2% 8.1% 3.2% 22.9% 2.2x 2.2x 2.1x 9.6x 18.4x Data & Median $6,291 $7,202 90.0% 16.3% 40.3% 8.1% 3.2% 22.9% 3.4x 3.3x 3.2x 11.6x 31.0x Analytics

Network Management

Data Storage

IT Security

PAGE | 21 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. 2016E Rev. LTM EBITDA Earnings

SUPPLY CHAIN MANAGEMENT SOFTWARE Software Bellwethers Manhattan Associates, Inc. MANH $4,465 $4,574 89.2% 86.4% 335.1% 17.1% 13.1% 28.4% 8.4x 8.0x 7.3x 31.3x 49.8x Aspen Technology, Inc. AZPN 2,970 3,185 81.1% 0.5% 46.7% 12.5% 6.9% 41.9% 6.7x 6.5x 6.1x 16.7x 26.9x Communication Fleetmatics Group PLC FLTX 1,734 1,888 93.6% 61.0% NA 27.0% 22.3% 26.3% 6.7x 6.1x 5.0x 24.5x 50.0x

The Descartes Systems Group Inc TSX: DSG 1,287 1,332 96.4% 28.0% 101.9% 8.8% 9.2% 30.6% 7.3x 6.9x 6.2x 25.1x 75.2x Enterprise SPS Commerce, Inc. SPSC 1,006 1,127 87.3% 27.7% 76.5% 25.0% 23.6% 9.8% 7.0x 6.4x 5.3x 58.0x 384.8x SciQuest, Inc. SQI 150 278 54.8% (33.5%) (45.1%) 4.7% 3.0% 5.1% 1.5x 1.4x 1.3x 7.8x NM HCM American Software, Inc. AMSW.A 204 270 89.4% 6.8% 15.4% 4.6% 10.5% 12.5% 1.9x 1.8x 1.7x 11.9x 29.4x Amber Road, Inc. AMBR 107 111 24.5% (75.7%) NA 11.4% 6.8% NM 1.6x 1.5x 1.3x NM NM Marketing Speed Commerce, Inc. SPDC 120 15 6.0% (92.9%) (87.6%) 23.5% 37.8% NM 0.9x 0.8x NM NM NM Median $1,006 $1,127 87.3% 6.8% 46.7% 12.5% 10.5% 26.3% 6.7x 6.1x 5.2x 24.5x 49.9x PLM & Design ENERGY SOFTWARE

Silv er Spring Networks, Inc. SSNI $527 $645 84.7% 33.5% NA 27.7% 2.6% NM 1.6x 1.9x 1.6x NM NM SCM OPOWER, Inc. OPWR 338 459 47.5% (52.8%) NA 27.3% 14.8% NM 2.5x 2.3x 1.9x NM NM

EnerNOC, Inc. ENOC 220 222 41.5% (53.4%) (39.1%) 21.3% (10.5%) 9.7% 0.4x 0.5x 0.5x 3.0x 274.6x Energy PSI Aktiengesellschaft PSAN 186 209 90.8% (8.9%) (36.3%) 2.0% 6.5% 5.6% 0.9x 0.9x 0.8x 12.3x 35.8x Median $279 $341 66.1% (30.8%) (37.7%) 24.3% 4.5% 7.6% 1.3x 1.4x 1.2x 7.7x 155.2x Financial FINANCIAL SOFTWARE

Fiserv , Inc. FISV $24,023 $20,317 95.7% 34.0% 134.0% 4.1% 4.2% 30.5% 4.7x 4.6x 4.3x 14.5x 28.0x HCIT Jack Henry & Associates Inc. JKHY 5,488 5,584 97.0% 25.1% 83.9% 7.1% 6.4% 34.8% 4.4x 4.2x 4.0x 12.7x 26.4x Oracle Financial Serv ices Software Ltd. 532466 4,509 5,102 88.8% 8.5% 5.7% (0.7%) 15.0% 39.6% 7.5x 6.7x 6.1x 19.5x 28.8x Public Sector Solera Holdings Inc. SLH 6,081 3,620 92.4% (4.2%) 23.1% 15.6% 11.2% 36.2% 5.3x 5.1x 4.7x 13.5x NM DH Corporation DH 4,504 3,087 88.7% (1.2%) 39.5% 22.9% 29.0% 25.1% 4.7x 3.9x 3.4x 16.6x 36.8x Large-Cap SaaS Black Knight Financial Serv ices, Inc. BKFS 4,812 2,213 91.0% NA NA NA NA 34.4% 5.4x 5.1x 4.8x NM NM Env estnet, Inc. ENV 1,017 1,067 51.5% (33.4%) 156.2% 25.0% 18.7% 11.8% 2.6x 2.4x 1.9x 18.4x 85.3x Small-Cap SaaS Bottomline Technologies (de), Inc. EPAY 989 974 81.3% (9.4%) 1.3% 10.1% 8.6% 13.2% 3.1x 2.9x 2.6x 12.2x NM Q2 Holdings, Inc. QTWO 804 923 81.2% 76.6% NA 41.8% 36.2% NM 8.6x 7.5x 5.7x NM NM Data & Median $4,509 $3,087 88.8% 3.7% 39.5% 10.1% 11.2% 32.4% 4.7x 4.6x 4.3x 14.5x 28.8x Analytics

Network Management

Data Storage

IT Security

PAGE | 22 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. 2016E Rev. LTM EBITDA Earnings

HEALTHCARE IT Software Bellwethers Cerner Corporation CERN $20,755 $20,691 79.2% 0.7% 55.0% 24.0% 33.2% 28.1% 5.4x 4.6x 4.0x 18.2x 41.1x athenahealth, Inc. ATHN 5,337 5,152 87.0% 1.3% 45.3% 24.2% 22.2% 7.4% 6.4x 5.8x 4.8x 38.3x 676.6x Communication Veev a Systems Inc. VEEV 2,662 3,100 69.5% (16.9%) NA 37.9% 28.2% 24.5% 7.4x 6.7x 5.4x 30.5x 62.0x

Inov alon Holdings, Inc. INOV 2,575 3,082 61.7% NA NA 19.1% 20.8% 35.8% 6.7x 5.9x 4.8x 19.3x 46.0x Enterprise Allscripts Healthcare Solutions, Inc. MDRX 2,938 2,343 80.5% (7.6%) (0.2%) (0.0%) 2.0% 5.8% 2.1x 2.1x 2.0x 14.5x NM Medidata Solutions, Inc. MDSO 2,309 2,329 68.7% (4.9%) 102.9% 19.8% 20.5% 10.2% 6.3x 5.7x 4.8x 30.8x 319.8x HCM Press Ganey Holdings, Inc. PGND 1,731 1,557 84.3% NA NA NA NA 9.2% 5.8x 5.5x 5.1x NM NM MedAssets, Inc. MDAS 2,034 1,204 83.9% (3.2%) 12.7% 9.8% 5.9% 29.2% 2.7x 2.7x 2.6x 8.7x NM Marketing HMS Holdings Corp. HMSY 824 777 37.0% (53.5%) (73.7%) (2.9%) 5.2% 19.2% 1.8x 1.8x 1.6x 7.4x 57.5x Quality Systems Inc. QSII 636 753 66.6% (9.4%) (32.6%) 9.2% 3.9% 10.5% 1.3x 1.3x 1.2x 9.0x 26.4x Median $2,442 $2,336 74.4% (6.2%) 12.7% 14.4% 13.2% 14.9% 5.6x 5.0x 4.4x 18.2x 57.5x PLM & Design

PUBLIC SECTOR SOFTWARE SCM Constellation Software Inc. TSX: CSU $9,068 $8,849 93.5% 65.8% 296.3% 17.6% 9.5% 17.3% 5.3x 5.0x 4.2x 25.6x 64.7x Tyler Technologies, Inc. TYL 4,852 5,056 97.6% 68.9% 239.2% 18.2% 17.5% 22.5% 9.0x 8.4x 7.3x 38.8x 73.9x Energy Blackbaud Inc. BLKB 2,830 2,585 87.7% 42.8% 134.6% 13.4% 14.0% 16.3% 4.8x 4.4x 3.9x 23.6x 97.5x 2U, Inc. TWOU 1,522 1,611 90.5% 130.3% NA 33.9% 34.3% NM 11.8x 10.3x 8.0x NM NM Financial NIC Inc. EGOV 1,049 1,157 87.3% 2.8% 19.7% 8.9% 7.2% 25.2% 3.7x 3.6x 3.3x 13.7x 29.7x K12, Inc. LRN 320 477 70.2% (22.1%) (38.4%) 3.1% (8.2%) 6.8% 0.3x 0.4x 0.4x 2.8x 43.4x HCIT Median $2,176 $2,098 89.1% 54.3% 134.6% 15.5% 11.8% 17.3% 5.0x 4.7x 4.0x 23.6x 64.7x

LARGE-CAP SAAS Public Sector salesforce.com, inc. CRM $46,366 $45,515 88.5% 20.7% 81.9% 25.3% 23.2% 5.3% 7.8x 7.0x 5.8x 52.0x NM Large-Cap Workday, Inc. WDAY 11,817 13,221 70.7% (16.5%) NA 58.2% 46.9% NM 12.1x 10.2x 7.5x NM NM SaaS NetSuite Inc. N 6,525 6,632 73.7% (6.3%) 31.5% 35.0% 33.7% NM 10.1x 8.8x 6.7x NM NM Small-Cap athenahealth, Inc. ATHN 5,337 5,152 87.0% 1.3% 45.3% 24.2% 22.2% 7.4% 6.4x 5.8x 4.8x 38.3x NM SaaS The Ultimate Software Group, Inc. ULTI 5,015 5,117 91.7% 26.5% 75.3% 21.1% 21.9% 12.2% 9.0x 8.1x 6.7x 41.4x 130.2x Guidewire Software, Inc. GWRE 3,163 3,734 86.4% 18.6% 69.3% 8.6% 8.0% 5.9% 8.3x 8.1x 7.4x 41.8x 377.8x Data & Analytics Solera Holdings Inc. SLH 6,081 3,620 92.4% (4.2%) 23.1% 15.6% 11.2% 36.2% 5.3x 5.1x 4.7x 13.5x NM Veev a Systems Inc. VEEV 2,662 3,100 69.5% (16.9%) NA 37.9% 28.2% 24.5% 7.4x 6.7x 5.4x 30.5x 62.0x Network Management Proofpoint, Inc. PFPT 2,339 2,414 83.0% 62.4% 306.2% 38.5% 31.6% NM 10.3x 9.1x 7.2x NM NM Medidata Solutions, Inc. MDSO 2,309 2,329 68.7% (4.9%) 102.9% 19.8% 20.5% 10.2% 6.3x 5.7x 4.8x 30.8x 319.8x Data Storage Paycom Software, Inc. PAYC 2,106 2,123 86.4% 116.8% NA 46.2% 40.8% 20.6% 11.4x 9.9x 7.7x 85.4x 123.9x Median $5,015 $3,734 86.4% 1.3% 72.3% 25.3% 23.2% 11.2% 8.3x 8.1x 6.7x 39.9x 225.0x IT Security

PAGE | 23 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. 2016E Rev. LTM EBITDA Earnings

SMALL-CAP SAAS Software Bellwethers Demandware, Inc. DWRE $1,759 $1,945 68.1% 1.5% 62.8% 47.8% 45.5% NM 9.0x 7.5x 5.6x NM NM Fleetmatics Group PLC FLTX 1,734 1,888 93.6% 61.0% NA 27.0% 22.3% 26.3% 6.7x 6.1x 5.0x 24.5x 50.0x Communication Cornerstone OnDemand, Inc. CSOD 1,792 1,789 81.1% (4.1%) 7.6% 35.7% 29.9% NM 6.0x 5.2x 4.1x NM NM

Zendesk, Inc. ZEN 1,448 1,734 69.9% (8.7%) NA 69.1% 57.5% NM 8.9x 7.2x 5.2x NM NM Enterprise LogMeIn, Inc. LOGM 1,458 1,695 90.4% 47.9% 203.9% 26.9% 19.7% 10.1% 6.0x 5.5x 4.7x 30.1x 202.2x HubSpot, Inc. HUBS 1,456 1,565 84.2% NA NA 55.3% 49.3% NM 10.0x 8.4x 6.5x NM NM HCM Cv ent, Inc. CVT 1,238 1,401 97.2% 32.7% NA 31.7% 30.6% 0.4% 7.5x 6.7x 5.4x 73.2x NM RealPage, Inc. RP 1,337 1,316 71.9% 7.2% (26.5%) 11.6% 14.6% 7.6% 3.1x 2.9x 2.6x 19.9x NM Marketing Xero Limited. XRO 1,130 1,302 56.6% (43.0%) 122.7% 77.7% 70.2% NM 14.3x 9.2x 5.8x NM NM RingCentral, Inc. RNG 1,165 1,277 86.7% 42.8% NA 35.3% 32.0% NM 4.6x 4.0x 3.2x NM NM Marketo, Inc. MKTO 1,110 1,214 79.8% (12.0%) NA 46.2% 40.3% NM 6.2x 5.3x 4.0x NM NM PLM & Design SPS Commerce, Inc. SPSC 1,006 1,127 87.3% 27.7% 76.5% 25.0% 23.6% 9.8% 7.0x 6.4x 5.3x 58.0x 384.8x Qualys, Inc. QLYS 812 970 51.3% 7.0% 101.0% 24.1% 23.9% 20.7% 5.5x 4.9x 4.0x 29.1x 27.5x SCM Callidus Software Inc. CALD 855 947 89.9% 41.3% 244.6% 24.2% 23.3% NM 5.5x 5.1x 4.4x NM NM Q2 Holdings, Inc. QTWO 804 923 81.2% 76.6% NA 41.8% 36.2% NM 8.6x 7.5x 5.7x NM NM Energy Benefitfocus, Inc. BNFT 850 898 65.8% 16.0% NA 33.6% 28.1% NM 5.3x 4.8x 3.9x NM NM MINDBODY, Inc. MB 521 612 89.6% NA NA NA NA NM 6.1x 5.3x 4.0x NM NM Financial AppFolio, Inc. APPF 505 565 91.2% NA NA NA NA NM 8.3x 6.9x 4.8x NM NM Alarm.Com Holdings, Inc. ALRM 720 531 60.9% NA NA 25.4% NA 12.9% 3.9x 3.7x 3.2x NM 41.8x HCIT inContact, Inc. SAAS 425 463 63.0% (13.6%) 15.5% 36.1% 24.0% NM 2.1x 2.0x 1.7x NM NM OPOWER, Inc. OPWR 338 459 47.5% (52.8%) NA 27.3% 14.8% NM 2.5x 2.3x 1.9x NM NM Castlight Health, Inc. CSLT 232 396 31.3% (67.5%) NA 121.2% 66.2% NM 3.8x 3.1x 2.0x NM NM Public Sector Bazaarv oice, Inc. BV 317 363 48.0% (39.0%) (70.2%) 11.7% 7.5% NM 1.6x 1.6x 1.4x NM NM Large-Cap SciQuest, Inc. SQI 150 278 54.8% (33.5%) (45.1%) 4.7% 3.0% 5.1% 1.5x 1.4x 1.3x 7.8x NM SaaS Xactly Corporation XTLY 184 227 77.3% NA NA NA NA NM 2.7x 2.5x 2.0x NM NM Fiv e9, Inc. FIVN 168 186 58.4% (43.4%) NA 22.4% 20.0% NM 1.5x 1.4x 1.2x NM NM Small-Cap SaaS Upland Software, Inc. UPLD 119 121 64.8% NA NA 25.0% 10.0% NM 1.7x 1.7x 1.6x NM NM Amber Road, Inc. AMBR 107 111 24.5% (75.7%) NA 11.4% 6.8% NM 1.6x 1.5x 1.3x NM NM Data & Connecture, Inc. CNXR 139 100 31.7% NA NA 25.7% 16.4% NM 1.5x 1.4x 1.2x NM NM Analytics Median $812 $923 69.9% (1.3%) 62.8% 26.9% 23.3% 9.9% 5.5x 4.9x 4.0x 29.1x 126.1x Network Management

Data Storage

IT Security

PAGE | 24 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. 2016E Rev. LTM EBITDA Earnings

DATA & ANALYTICS Software Bellwethers Splunk, Inc. SPLK $6,256 $7,111 72.0% (0.0%) 50.7% 46.8% 40.3% NM 11.6x 9.9x 7.5x NM NM Tableau Software, Inc. DATA 5,001 5,731 60.7% 9.8% NA 71.4% 52.4% NM 9.5x 8.0x 5.8x NM NM Communication Teradata Corporation TDC 3,780 4,101 61.6% (30.9%) (61.6%) (3.9%) (5.5%) 18.5% 1.4x 1.5x 1.4x 5.1x NM

Qlik Technologies, Inc. QLIK 3,060 3,367 86.4% 34.8% 62.8% 14.1% 11.0% 0.2% 5.3x 5.0x 4.2x 74.1x NM Enterprise Inov alon Holdings, Inc. INOV 2,575 3,082 61.7% NA NA 19.1% 20.8% 35.8% 6.7x 5.9x 4.8x 19.3x 46.0x Verint Systems Inc. VRNT 3,067 2,681 64.9% (22.4%) 57.3% 14.3% 4.3% 13.9% 2.6x 2.5x 2.3x 11.0x NM HCM MicroStrategy Inc. MSTR 1,805 2,233 86.8% 50.2% 46.5% (5.2%) (6.6%) 20.8% 3.2x 3.3x 3.1x 62.4x 34.5x Pegasystems Inc. PEGA 1,657 1,884 88.2% 28.8% 69.5% 11.4% 13.1% 12.1% 2.7x 2.5x 2.2x 20.1x 60.7x Marketing PROS Holdings, Inc. PRO 612 656 72.5% (12.1%) 16.1% 15.5% (5.3%) NM 3.3x 3.5x 3.5x NM NM Median $3,060 $3,082 72.0% 4.9% 50.7% 14.3% 11.0% 16.2% 3.3x 3.5x 3.5x 19.7x 53.3x PLM & Design NETWORK MANAGEMENT

VMware, Inc. VMW $27,766 $33,255 82.9% (16.0%) (18.6%) 13.2% 10.0% 25.7% 4.4x 4.2x 3.8x 12.9x 37.4x SCM Red Hat, Inc. RHT 12,741 13,189 88.2% 28.0% 26.2% 14.3% 14.1% 19.0% 6.7x 6.5x 5.6x 28.0x 67.6x CA, Inc. CA 10,629 12,048 81.7% (2.3%) 6.0% (4.9%) (4.6%) 32.2% 2.5x 2.6x 2.6x 6.0x 14.3x Energy Citrix Systems, Inc. CTXS 11,570 11,133 88.3% (2.9%) (9.5%) 4.0% 2.8% 23.1% 3.7x 3.6x 3.4x 13.9x 40.5x F5 Networks, Inc. FFIV 7,425 8,222 85.1% (2.5%) 10.7% 13.3% 11.3% 31.7% 3.9x 3.8x 3.4x 10.8x 22.7x Financial NetScout Systems, Inc. NTCT 3,356 3,563 76.6% (22.8%) 38.7% 5.6% 131.9% 26.4% 7.5x 4.0x 2.5x 24.2x 62.1x SolarWinds, Inc. SWI 2,759 3,006 73.4% (6.7%) (29.6%) 22.2% 18.1% 30.9% 5.9x 5.4x 4.6x 13.6x 34.4x HCIT Progress Software Corporation PRGS 1,239 1,291 84.5% 8.0% 20.8% 11.4% 24.2% 20.1% 3.4x 2.9x 2.8x 9.9x 85.3x Infoblox Inc. BLOX 611 941 57.0% 8.3% (31.3%) 22.3% 21.3% NM 2.0x 1.8x 1.5x NM NM Radware Ltd. RDWR 670 750 65.3% (7.9%) (9.7%) 12.7% (3.6%) 20.4% 2.9x 2.9x 2.6x 16.6x 24.5x Public Sector Median $5,390 $5,893 82.3% (2.7%) (1.8%) 12.9% 12.7% 25.7% 3.8x 3.7x 3.1x 13.6x 37.4x Large-Cap SaaS

Small-Cap SaaS

Data & Analytics

Network Management

Data Storage

IT Security

PAGE | 25 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. 2016E Rev. LTM EBITDA Earnings

DATA STORAGE Software Bellwethers EMC Corporation EMC $47,664 $46,501 78.1% (17.4%) (11.4%) 4.7% 3.4% 21.9% 1.9x 1.9x 1.8x 6.5x 18.8x NetApp, Inc. NTAP 5,267 8,729 67.8% (31.1%) (10.0%) (5.2%) (5.1%) 12.1% 0.9x 0.9x 0.9x 3.7x 19.8x Communication Iron Mountain Incorporated IRM 11,225 6,540 74.7% (5.0%) (9.1%) (0.4%) (1.8%) 29.7% 6.1x 3.7x 3.6x 12.0x 61.0x

Brocade Communications Systems, Inc. BRCD 3,775 4,304 80.1% (4.5%) 75.5% 1.5% 1.8% 26.2% 1.7x 1.7x 1.6x 5.9x 12.7x Enterprise Nimble Storage, Inc. NMBL 1,665 1,878 75.0% (7.1%) NA 58.9% 48.6% NM 6.0x 4.9x 3.6x NM NM CommVault Systems, Inc. CVLT 1,133 1,545 62.3% (32.6%) (42.1%) (1.7%) (4.0%) 4.7% 1.9x 2.0x 1.8x 8.6x 132.9x HCM Box, Inc. BOX 1,317 1,514 50.9% NA NA NA 37.1% NM 5.1x 4.4x 3.4x NM NM Barracuda Networks, Inc. CUDA 616 829 33.3% (39.3%) NA 17.4% 15.8% 1.6% 2.1x 2.0x 1.7x 8.4x NM Marketing Carbonite, Inc. CARB 241 306 72.1% 8.7% 58.8% 12.3% 12.5% NM 1.8x 1.7x 1.6x NM NM Median $1,665 $1,878 72.1% (12.3%) (9.5%) 1.5% 3.4% 17.0% 1.9x 2.0x 1.8x 7.5x 19.8x PLM & Design IT SECURITY

Check Point Software Technologies Ltd. CHKP $13,120 $14,347 89.6% 14.6% 64.7% 8.6% 8.8% 53.5% 8.4x 8.1x 7.5x 15.0x 21.4x SCM Symantec Corporation SYMC 11,429 13,224 71.3% (17.2%) 8.3% (6.4%) (4.1%) 28.8% 1.8x 1.9x 1.8x 5.4x 17.4x VeriSign, Inc. VRSN 7,982 8,008 98.2% 28.0% 44.9% 4.4% 4.4% 61.8% 7.7x 7.6x 7.2x 11.8x 23.4x Energy Fortinet Inc. FTNT 6,397 7,271 84.4% 68.1% 76.1% 27.0% 30.7% 7.8% 7.4x 6.4x 5.2x 45.3x 549.9x FireEye, Inc. FEYE 4,572 5,073 57.5% 4.1% NA 97.4% 50.4% NM 8.6x 7.1x 5.2x NM NM Financial Trend Micro Inc. TSE: 4704 3,758 4,798 86.3% 4.1% 25.8% 8.8% 8.3% 34.3% 3.7x 3.6x 3.5x 11.6x 26.7x Proofpoint, Inc. PFPT 2,339 2,414 83.0% 62.4% 306.2% 38.5% 31.6% NM 10.3x 9.1x 7.2x NM NM HCIT Imperv a Inc. IMPV 1,802 2,047 88.5% 127.9% 77.0% 30.1% 32.2% NM 9.4x 8.3x 6.7x NM NM AVG Technologies N.V. AVG 1,284 1,136 74.6% 31.2% 126.6% 5.1% 15.6% 30.3% 3.2x 3.0x 2.6x 9.3x 26.3x Qualys, Inc. QLYS 812 970 51.3% 7.0% 101.0% 24.1% 23.9% 20.7% 5.5x 4.9x 4.0x 29.1x 27.5x Public Sector Median $4,165 $4,935 83.7% 21.3% 76.1% 16.5% 19.7% 30.3% 7.5x 6.7x 5.2x 11.8x 26.3x Large-Cap SaaS

Small-Cap SaaS

Data & Analytics

Network Management

Data Storage

IT Security

PAGE | 26 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 3Q 2015

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

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

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

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