UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3) NETSUITE INC. (Name of Subject Company (Issuer)) NAPA ACQUISITION CORPORATION (Offeror) a subsidiary of OC ACQUISITION LLC (Parent of Offeror) a subsidiary of ORACLE CORPORATION (Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 64118Q107 (CUSIP Number of Class of Securities) Brian S. Higgins Vice President and Associate General Counsel Oracle Corporation 500 Oracle Parkway Redwood City, California 94065 Telephone: (650) 506-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Keith A. Flaum James R. Griffin Weil, Gotshal & Manges LLP 201 Redwood Shores Parkway Redwood Shores, California 94065 Telephone: (650) 802-3000

CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee** $9,473,545,994.00 $953,968.08 * Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of NetSuite Inc. (”NetSuite”), at a purchase price of $109.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. Such shares consist of: (i) 81,007,997 shares of common stock of NetSuite that were issued and outstanding as of August 8, 2016; (ii) 1,035,657 shares of common stock of NetSuite potentially issuable upon exercise of outstanding exercisable in-the-money stock options as of August 8, 2016; (iii) 3,480,715 shares of common stock of NetSuite issuable upon the settlement of outstanding restricted stock units as of August 8, 2016; and (iv) 1,388,897 shares of common stock of NetSuite issuable upon the settlement of outstanding performance share units as of August 8, 2016. The foregoing figures have been provided by the issuer to the offeror and are as of August 8, 2016, the most recent practicable date.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction value by 0.00010070. x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $953,968.08 Filing Party: Napa Acquisition Corporation, OC Acquisition LLC and Oracle Corporation Form or Registration No.: Schedule TO Date Filed: August 18, 2016

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

x third–party tender offer subject to Rule 14d-1. ¨ issuer tender offer subject to Rule 13e-4. x going–private transaction subject to Rule 13e-3 ¨ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer ¨ If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on August 18, 2016 by Napa Acquisition Corporation, a Delaware corporation (“Purchaser”), a subsidiary of OC Acquisition LLC, a Delaware limited liability company (“Parent”), which is a subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”). The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value, $0.01 per share (the “Shares”), of NetSuite Inc., a Delaware corporation (“NetSuite”), at a purchase price of $109.00 per Share net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 18, 2016 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

This Amendment is being filed solely to (a) report that the United States Department of Justice and has granted early termination of the waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvement Act and (b) include additional disclosure in response to comments received by Oracle from the staff of the Securities and Exchange Commission.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Schedule TO. The Schedule TO is hereby amended as follows: Amending and restating the introductory paragraphs on page 2 of the Schedule TO in their entirety as follows: “This combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by Napa Acquisition Corporation, a Delaware corporation (“Purchaser”), a subsidiary of OC Acquisition LLC, a Delaware limited liability company (“Parent”), which is a subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”). This Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value, $0.01 per share (the “Shares”), of NetSuite Inc., a Delaware corporation (“NetSuite”), at a purchase price of $109.00 per Share (the “Offer Price”) net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a) (1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Items 11 and 13 of this Schedule TO.

The Agreement and Plan of Merger, dated as of July 28, 2016 (as it may be amended from time to time, the “Merger Agreement”), by and among NetSuite, Parent, Purchaser and (solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle, a copy of which is attached as Exhibit (d)(1) hereto, and the Tender and Support Agreements, dated as of July 28, 2016 (as they may be amended from time to time, the “Tender and Support Agreements”) with Zachary Nelson, Evan Goldberg, James McGeever and Ronald Gill, a copy of the form of which is attached as Exhibit (d)(2) hereto, and NetSuite Restricted Holdings LLC, a limited liability company whose membership interests are beneficially owned by a trust controlled by Lawrence J. Ellison, a copy of which is attached as Exhibit (d)(3) hereto, are incorporated herein by reference with respect to Items 4, 5, 6, 11 and 13 of this Schedule TO.”

2 Items 1 through 9 and Item 11. The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended as follows:

Supplementing page 2 of the Offer to Purchase to add immediately before the section “THE TENDER OFFER” the following:

“SPECIAL FACTORS

1. Background of the Offer; Past Contacts or Negotiations with NetSuite The information set forth in The Tender Offer – Section 10 – “Background of the Offer; Past Contacts or Negotiations with NetSuite” is incorporated herein by reference.

2. Purpose of the Offer; Plans for the NetSuite The information set forth in The Tender Offer – Section 12 – “Purpose of the Offer; Plans for NetSuite” is incorporated herein by reference.

Oracle is undertaking the Offer and the Merger at this time to capitalize on the rapid growth of cloud-based enterprise resource planning (ERP). The acquisition of NetSuite will assist Oracle in expanding its cloud software as a service offerings with a complementary set of cloud ERP and related cloud software applications for customers.

3. Position of NetSuite Regarding Fairness of the Offer and the Merger The full text of the recommendations, and reasons therefor, of the NetSuite Board, and the full text of the written opinion of Qatalyst, which describes the assumptions made and qualifications and limitations on the review undertaken, are included in or as an annex to NetSuite’s Schedule 14D-9. Holders of Shares are urged to read the Schedule 14D-9, including the full text of the recommendation of the NetSuite Board and reasons therefor and the written opinion of Qatalyst carefully.

The NetSuite Board unanimously (upon the unanimous recommendation of the Transactions Committee): (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of NetSuite’s stockholders; (ii) approved and adopted the Merger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL; (iii) resolved to recommend that the stockholders of NetSuite accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the DGCL.

4. Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and the Merger Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and the Merger The rules of the SEC require Oracle, Parent and Purchaser to express their belief as to the fairness of the Offer and the Merger to the unaffiliated stockholders of NetSuite. Oracle, Parent and Purchaser are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of Oracle, Parent and Purchaser should not be construed as a recommendation to any NetSuite stockholder regarding whether to tender Shares into the Offer.

Oracle, Parent and Purchaser (through the Special Committee) attempted to negotiate the terms of a transaction that would be most favorable to Oracle, Parent and Purchaser and, accordingly, did not negotiate the

3 Merger Agreement with the goal of obtaining terms that were fair to the stockholders of NetSuite. None of Oracle, Parent or Purchaser believes that it has or had any fiduciary duty to NetSuite or its stockholders, including with respect to the Offer and the Merger and their terms. None of Oracle, Parent or Purchaser participated in the deliberation process of the Transactions Committee and none of Oracle, Parent or Purchaser participated in the unanimous conclusion of the NetSuite Board (upon the unanimous recommendation of the Transactions Committee) that the Offer and the Merger were fair to and in the best interest of NetSuite’s stockholders. None of Oracle, Parent or Purchaser received advice from the NetSuite Board or its legal or financial advisors as to the substantive or procedural fairness of the Offer or the Merger.

Oracle, Parent and Purchaser believe that the Offer Price to be received by NetSuite’s unaffiliated stockholders pursuant to the Offer and the Merger is fair to such stockholders. Oracle, Parent and Purchaser base their belief on, among other things, the following material factors, each of which, in their judgment, supports their views:

• The Offer Price represents a 62% premium to the trading price at which the Shares closed on June 27, 2016, the last trading day before public speculation and market rumors that NetSuite was potentially the subject of an acquisition transaction involving Oracle, and a 38% premium to the price at which the Shares closed on June 15, 2016, 30 trading days before the execution by Oracle and NetSuite of the Merger Agreement.

• The Offer will provide holders with the option to choose immediate liquidity at a premium, without the brokerage and other costs typically associated with

market sales.

• The Offer Price will be paid in cash, which provides certainty of value and immediate liquidity to NetSuite’s stockholders while avoiding long-term

business risk.

• NetSuite’s stockholders will not be obligated to tender Shares in the Offer, and if they so desire, will be able to exercise appraisal rights with respect to the

Merger.

• The Offer and the Merger are not subject to any financing conditions.

• The other factors considered by, and the findings of, the NetSuite Board with respect to the substantive fairness of the Offer and the Merger to NetSuite’s stockholders (other than the LJE Parties, Oracle or their respective affiliates), as described in the Schedule 14D-9 under the heading “Item 4. The

Solicitation Or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board – Reasons for the Recommendation of the NetSuite Board,” which are expressly adopted by Oracle, Parent and Purchaser.

In addition, Oracle, Parent and Purchaser believe that the Offer is procedurally fair to NetSuite’s unaffiliated stockholders, based on the following factors:

• The Special Committee, comprised of independent and disinterested directors and advised by independent counsel and an independent financial adviser, after having been delegated the full and exclusive power and authority to determine whether or not to enter into a transaction with NetSuite, exercised that power and authority completely independently.

• The Transactions Committee, comprised of independent and disinterested directors and advised by independent counsel and an independent financial adviser, after having been delegated broad power and authority, advised and directed NetSuite with respect to the exploration, consideration and negotiation of strategic alternative transactions, including the Offer and the Merger.

• The NetSuite Board unanimously (upon the unanimous recommendation of the Transactions Committee) (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of NetSuite’s stockholders; (ii) approved and

adopted the Merger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the Merger, in accordance

4 with the requirements of the DGCL; (iii) resolved to recommend that the stockholders of NetSuite accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the DGCL.

• The NetSuite Board and the Transactions Committee received a fairness opinion of Qatalyst that, as of July 27, 2016, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth in its opinion, the $109 per Share in cash to be received by holders of Shares

(other than the LJE Parties, Oracle or any of their respective affiliates), pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders.

• The Merger Agreement permits NetSuite under certain circumstances to entertain unsolicited proposals for an acquisition that would reasonably be

expected to lead to an offer that is superior to the Offer and the Merger.

• The Merger Agreement permits the NetSuite Board under certain circumstances to (i) withdraw or modify its recommendation that the holders of Shares accept the Offer and tender their Shares, including in connection with a Superior Offer, and (ii) terminate the Merger Agreement in order to accept a Superior Offer and enter into a definitive agreement with respect to such Superior Offer.

• The Offer is conditioned upon there being validly tendered and not withdrawn a number of Shares that satisfies the Unaffiliated Tender Condition.

• The Offer structure allows NetSuite’s stockholders to decide voluntarily whether to tender Shares in the Offer, and unaffiliated stockholders will have

sufficient time to make a decision whether to tender in the Offer.

• If the Offer is consummated, the Merger will be effected in which all remaining stockholders will receive the same price per Share as was paid in the Offer,

without interest and less any applicable withholding tax.

• In the Tender and Support Agreement entered into by NRH, NRH has agreed that, if the NetSuite Board (upon the recommendation of the Transactions Committee) terminates the Merger Agreement to accept a Superior Proposal (or, if thereafter (in one or more iterations) the NetSuite Board terminates the Merger Agreement for such Superior Proposal and accepts an alternative Superior Proposal), it will support the then applicable Superior Proposal if it is supported by the holders of a majority of the Shares not beneficially owned by: (i) the executive officers or directors of NetSuite or their affiliates; (ii) the LJE Parties; or (iii) the ultimate parent entity of the purchaser in such Superior Proposal.

• The other factors considered by, and the findings of, the NetSuite Board with respect to the procedural fairness of the Offer and the Merger to NetSuite’s unaffiliated stockholders, as described in the Schedule 14D-9 under the heading “Item 4. The Solicitation Or Recommendation – Background of the

Transactions; Reasons for the Recommendation of the NetSuite Board – Reasons for the Recommendation of the NetSuite Board,” which are expressly adopted by Oracle, Parent and Purchaser.

Oracle, Parent and Purchaser also considered the following factors, each of which it considered negative in their considerations concerning the fairness of the terms of the transactions contemplated by the Merger Agreement:

• Tendering of Shares in the Offer and the consummation of the Merger would eliminate the opportunity for stockholders to participate in any possible future

growth and profits of NetSuite.

• As to the Offer Price, the financial interests of Oracle, Parent and Purchaser are different than the financial interests of NetSuite’s unaffiliated stockholders.

• The risks and costs to NetSuite if the Offer does not close, including the potential effect on business and customer relationships.

5 • The sale of the Shares in the Offer or the Merger will be taxable for United States federal income tax purposes to tendering stockholders that are U.S.

Holders.

• The other potentially negative factors considered by the NetSuite Board, and findings of the NetSuite Board with respect to potentially negative factors, as described in the Schedule 14D-9 under the heading “Item 4. The Solicitation Or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board – Reasons for the Recommendation of the NetSuite Board.”

Oracle, Parent and Purchaser did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching their conclusion as to fairness.

Oracle, Parent and Purchaser’s consideration of the factors described above reflects their assessment of the fairness of the Offer Price to NetSuite’s unaffiliated stockholders in relation to the going-concern value of NetSuite on a stand-alone basis. In reaching the conclusion as to fairness, Oracle, Parent and Purchaser did not consider the liquidation value or net book value of NetSuite. The liquidation value was not considered because NetSuite is a viable going concern and each of Purchaser and NetSuite has no plans to liquidate NetSuite. Therefore, Oracle, Parent and Purchaser believe that the liquidation value of NetSuite is irrelevant to a determination as to whether the Offer or the Merger is fair to unaffiliated stockholders. Oracle, Parent and Purchaser did not consider net book value, which is an accounting concept, as a factor because NetSuite’s business is not of a nature whose value is traditionally measured as a multiple of book value, as NetSuite’s value is derived from cash flows generated by continuing operations. Oracle, Parent and Purchaser believe that net book value is not a material indicator of the value of NetSuite as a going concern but rather is indicative of historical costs.

Opinion of Moelis & Company LLC Moelis & Company LLC (“Moelis”) delivered to the Special Committee a written opinion, dated July 28, 2016, to the effect that, as of the date of the opinion and based upon and subject to the assumptions, conditions and limitations set forth in the opinion, the consideration of $109.00 per Share in cash to be paid by Oracle in the Offer and the Merger, was fair from a financial point of view to Oracle.

The full text of Moelis’s written opinion dated July 28, 2016, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Exhibit (c)(7) to the Schedule TO and is incorporated herein by reference. Moelis’s opinion was provided for the use and benefit of the Special Committee (in its capacity as such) in its evaluation of the Offer and the Merger. Moelis’s opinion is limited solely to the fairness, from a financial point of view, of the consideration of $109.00 per Share in cash to be paid by Oracle in the Offer and the Merger, and does not address Oracle’s underlying business decision to effect the Offer and the Merger or the relative merits of the Offer and the Merger as compared to any alternative business strategies or transactions that might be available with respect to Oracle. Moelis’s opinion does not constitute a recommendation to any stockholder of NetSuite as to whether such stockholder should tender its Shares in the Offer. Moelis’s opinion was approved by a Moelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

• reviewed certain publicly available business and financial information related to NetSuite, including publicly available research analysts’ financial

forecasts;

• reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of NetSuite furnished to Moelis by

NetSuite, including financial forecasts provided to or discussed with Moelis by the management of NetSuite;

6 • reviewed certain internal information relating to cost savings and synergies expected to result from the Offer and the Merger (the “Expected Synergies”)

and certain other pro forma financial effects of the Offer and the Merger furnished to Moelis by Oracle;

• conducted discussions with members of the senior managements and representatives of Oracle (other than Mr. Ellison) and NetSuite concerning the information described in the first two bullet points of this section, as well as the business and prospects of NetSuite generally, and conducted discussions

with members of the senior management and representatives of Oracle (other than Mr. Ellison) concerning the information described in the third bullet point of this section;

• reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

• reviewed the financial terms of certain other transactions that Moelis deemed relevant;

• reviewed the Merger Agreement and reviewed the Tender and Support Agreements entered into by Oracle, Purchaser and the Supporting Stockholders;

• participated in certain discussions and negotiations among representatives of Oracle and NetSuite and their advisors; and

• conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

A summary of the pro forma financial effects that Moelis reviewed is set forth below under “Certain Prospective Financial Information about NetSuite.” A summary of certain other financial forecasts reviewed by Moelis is set forth in NetSuite’s Schedule 14D-9 under “ Item 4 – The Solicitation or Recommendation – Certain Prospective Financial Information about NetSuite .”

In connection with its review, Moelis did not assume any responsibility for independent verification of any of the information supplied to, discussed with or reviewed by Moelis for the purpose of its opinion and has, with the consent of the Special Committee, relied on such information being complete and accurate in all material respects. In addition, with the consent of the Special Committee, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of NetSuite, nor was Moelis furnished with any such evaluation or appraisal. Moelis was furnished with a financial analysis of NetSuite provided by Oracle’s management which, at the direction of the Special Committee, Moelis did not rely on in its financial analysis or opinion. With respect to the financial forecasts and other information relating to NetSuite, Expected Synergies and other pro forma financial effects referred to above, Moelis assumed, at the direction of the Special Committee, that such information was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of NetSuite or Oracle, as the case may be, as to the future performance of NetSuite, such Expected Synergies (including the amount, timing and achievability thereof) and such other pro forma financial effects. Moelis also assumed, at the direction of the Special Committee, that the future financial results (including Expected Synergies) reflected in such forecasts and other information will be achieved at the times and in the amounts projected. In addition, at the direction of the Special Committee, Moelis relied on the assessments of the management of Oracle as to (i) the existing technology, products and services of NetSuite and the validity of, and risks associated with, the future technology, products and services of NetSuite; and (ii) Oracle’s ability to integrate the businesses of NetSuite and Oracle. Moelis has assumed, with the consent of the Special Committee, that there will be no developments with respect to any of the foregoing that would affect Moelis’s analyses or opinion.

Moelis’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion. Moelis’s opinion did not address the fairness of the Offer and the Merger or any implications thereof to the holders of any class of securities, creditors or other constituencies of Oracle or NetSuite. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to

7 the Offer or the Merger or of Oracle, or any class of such persons, relative to the consideration of $109.00 per Share in cash or otherwise. At the direction of the Special Committee, Moelis was not asked to, nor did it, offer any opinion as to any terms of the Merger Agreement or any Tender and Support Agreement or any aspect or implication of the Offer or the Merger, except for the consideration of $109.00 per Share in cash to the extent expressly specified in Moelis’s opinion. Moelis is not a tax, legal, regulatory or accounting expert, and assumed and relied upon, without independent verification, the assessments of Oracle and its other advisors with respect to all tax, legal, regulatory and accounting matters. In rendering its opinion, Moelis assumed, with the consent of the Special Committee, that the Offer and the Merger would be consummated in accordance with their terms and that the parties to the Merger Agreement and Tender and Support Agreements would comply with all the material terms of the Merger Agreement and Tender and Support Agreements, as applicable. Moelis also has assumed, with the consent of the Special Committee, that all governmental, regulatory or other consents and approvals necessary for the consummation of the Offer and the Merger will be obtained without the imposition of any delay, limitation, restriction, divestiture or condition that would have an adverse effect on NetSuite or Oracle or on the expected benefits to Oracle of the Offer and the Merger. Except as described in this summary, Oracle and the Special Committee imposed no other instructions or limitations on Moelis with respect to the investigations made or procedures followed by Moelis in rendering its opinion.

The following is a summary of the material financial analyses reviewed by Moelis with the Special Committee at its meeting held on July 25, 2016, and reaffirmed to the Special Committee at its meeting held on July 27, 2016, and is qualified in its entirety by reference to Moelis’s written opinion, dated July 28, 2016, and the complete written presentation reviewed with the Special Committee, which we refer to as the fairness presentation. A copy of the fairness presentation has been filed as an exhibit to this Schedule TO, will be made available for inspection and copying at the principal executive offices of Oracle during its regular business hours by any interested holder of Shares, and may be obtained by requesting it in writing from Oracle at the address set forth in Section 8 entitled “Certain Information Concerning Oracle, Parent and Purchaser.” Moelis provided these materials for the use and benefit of the Special Committee (in its capacity as such) in its evaluation of the Offer and the Merger.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’s analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’s analyses.

Financial Analyses of NetSuite Selected Publicly Traded Companies Analysis. Moelis reviewed and compared financial and stock market information of the selected publicly traded “software as a service” (“SaaS”) companies listed below. Although not directly comparable to NetSuite, these companies share certain business characteristics similar to NetSuite and were selected by Moelis based on Moelis’s professional judgment. Moelis reviewed, among other things, enterprise values of the selected companies (calculated as market value of the relevant company’s diluted common equity based on its closing stock price on July 22, 2016, plus preferred stock, plus, as of the relevant company’s most recently reported quarter end, short-term and long-term debt, less cash and cash equivalents, plus book value of non-controlling interests) as a multiple, to the extent information was publicly available, of estimated revenue for calendar years 2016 (“CY 2016”) and 2017 (“CY 2017”). Financial data for the selected companies was based on certain publicly available consensus research analysts’ estimates, public filings and other publicly available information.

8 The estimated revenue multiples for the selected companies are summarized in the table below:

Company EV / CY 2016 Revenue EV / CY 2017 Revenue salesforce.com, inc. 7.1x 5.8x Workday, Inc. 10.4x 8.0x ServiceNow, Inc. 9.5x 7.3x Palo Alto Networks, Inc. 7.8x 5.9x Splunk, Inc. 8.8x 6.9x The Ultimate Software Group, Inc. 8.3x 6.8x Cornerstone OnDemand, Inc. 5.9x 4.8x

The mean and median estimated revenue multiples for the selected companies were each 8.3x in the case of CY 2016, and 6.5x and 6.8x, respectively, in the case of CY 2017.

Moelis then applied ranges of selected multiples derived from the selected companies of 7.0x to 9.0x to the estimated revenue of NetSuite for CY 2016 and 6.0x to 7.5x to the estimated revenue of NetSuite for CY 2017. Revenue for NetSuite was based on data provided by NetSuite’s management, which represented management’s best estimate of NetSuite’s future performance. This analysis indicated the following implied per share reference ranges for NetSuite, as compared to the $109.00 per Share in cash consideration:

Implied Per Share Reference Ranges Based On: CY 2017 CY 2016 Revenue Revenue Consideration $79 - $101 $86 - $107 $109

Selected Precedent Transactions Analysis. Moelis reviewed certain financial information of selected transactions announced between October 2011 and June 2016. Although these selected transactions were used for comparison purposes, none of the selected transactions or the companies involved in them was either identical or directly comparable to the Offer or the Merger or NetSuite. Moelis reviewed, among other things, announced transaction enterprise values of the selected transactions as a multiple, to the extent information was publicly available, of revenue in the four fiscal quarters prior to the applicable transaction (“LTM Revenue”), and of estimated revenue for the four fiscal quarters following the applicable transaction (“NTM Revenue”). Financial data for the relevant transaction was based on publicly available information at the time of announcement of the relevant transaction.

9 The list of selected transactions and related LTM Revenue and NTM Revenue multiples are set forth below:

LTM to NTM Date Implied EV/LTM EV/NTM Revenue Announced Target Acquirer TEV (1) Revenue Revenue Growth June 1, 2016 Demandware, Inc. salesforce.com, inc. $2,788 11.0x 8.7x 26.0% October 21, 2015 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC $4,446 9.2x 8.0x 14.0% December 22, 2014 DataLogix Holdings, Inc. (2) Oracle Corporation $1,189 11.6x 8.3x 39.4% September 18, 2014 Concur Technologies, Inc. SAP America, Inc. $8,592 12.9x 10.6x 21.2% June 13, 2014 OpenTable, Inc. The Priceline Group, Inc. $2,570 13.0x 10.9x 19.0% December 20, 2013 Responsys, Inc. Oracle Corporation $1,457 7.5x 6.4x 17.5% June 4, 2013 ExactTarget, Inc. salesforce.com, inc. $2,539 8.0x 6.5x 23.9% December 20, 2012 Eloqua, Inc. Oracle Corporation $ 872 9.7x 8.1x 19.4% August 27, 2012 Kenexa Corp. IBM $1,298 4.1x 3.3x 25.0% May 22, 2012 Ariba Inc. SAP America, Inc. $4,411 8.8x 7.8x 13.3% February 9, 2012 Taleo Corp. Oracle Corporation $1,942 6.3x 5.3x 18.3% December 3, 2011 SuccessFactors, Inc. SAP America, Inc. $3,571 12.2x 8.9x 37.9% October 24, 2011 Rightnow Technologies, Inc. Oracle Corporation $1,606 7.4x 6.5x 14.1%

(1) Dollars in millions. (2) DataLogix Holdings, Inc. financial information provided by management of Oracle, as DataLogix Holdings, Inc. was private at the time of the transaction.

The mean and median LTM Revenue multiples for the selected transactions were 9.3x and 9.2x, respectively, and the mean and median NTM Revenue multiples for the selected transactions were 7.6x and 8.0x, respectively.

Moelis then applied a range of selected multiples derived from the selected transactions of 9.0x to 13.0x to NetSuite’s revenue for the 12-month period ended June 30, 2016 and of 8.0x to 11.0x to NetSuite’s projected revenue for the 12-month period ended June 30, 2017, as provided by NetSuite’s management. In selecting its precedent transaction multiples for its financial analysis, Moelis considered (i) that recent transactions have typically occurred at higher implied transaction revenue multiples than in the earlier years of the sample and (ii) that NetSuite operates on a larger scale than the targets in the selected transactions and at greater LTM to NTM Revenue growth (28.1%, based on NetSuite management’s preliminary results and forecasts as of June 30, 2016 and June 30, 2017, respectively) than the mean and median LTM to NTM Revenue growths for the targets in the selected transactions (which were 22.3% and 19.4%, respectively). This analysis indicated the following implied per share reference range for NetSuite, as compared to the $109.00 per Share in cash consideration:

Implied Per Share Reference Ranges Based on: Implied EV / LTM Revenue Implied EV / NTM Revenue Consideration $89 - $127 $101 - $138 $109

Discounted Cash Flow Analysis. Moelis performed a discounted cash flow (“DCF”) analysis of NetSuite using financial forecasts and other information and data provided by Oracle’s management to calculate the present value of the estimated future unlevered free cash flows projected to be generated by NetSuite. The DCF analysis performed was not a standalone DCF of NetSuite, but instead illustrates the DCF value of the incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows and includes the impact of synergies and other benefits that would

10 be available only to Oracle pro forma for the Offer and the Merger. Moelis performed this DCF analysis using estimated future unlevered cash flows under three cases: and Upside Case, Base Case and Conservative Case, in each case as described below in the section titled “ Certain Prospective Financial Information about NetSuite .” In performing the DCF analysis, Moelis utilized a range of discount rates of 9.0% to 12.0% derived from NetSuite’s weighted average cost of capital.

The resulting range of discount rates was used to calculate estimated present values as of November 30, 2016 of (a) the incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows (including the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition of NetSuite) for the fiscal quarter ended February 28, 2017 through the fiscal year ended May 30, 2021, and (b) an estimated terminal value derived by applying a multiple range to the terminal projection of the incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows (including the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition of NetSuite) of 8.0x to 9.0x, with respect to the Upside Case, 7.5x to 8.5x, with respect to the Base Case, and 7.0x to 8.0x, with respect to the Conservative Case.

This analysis indicated the following implied per share reference range for the incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows (including the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition of NetSuite), as compared to the $109.00 per Share in cash consideration:

Implied Per Share Reference Range Based on: Upside Case Base Case Conservative Case Consideration $168 - $211 $141 - $178 $117 - $148 $109

The implied per share reference ranges above (a) do not include any incremental value associated with NetSuite’s $889 million of federal and state net operating losses, per Oracle management, and (b) reflect an implied terminal unlevered free cash flow growth rate of 6.3% to 9.5% with respect to the Upside Case, 6.1% to 9.4% with respect to the Base Case, and 6.1% to 9.4% with respect to the Conservative Case.

Other Information Moelis also noted for the Special Committee certain additional factors that were not considered part of Moelis’s financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things:

• the historical closing trading prices for the Shares during the one-year and three-year period ended July 22, 2016, which reflected low and high stock prices

during such periods ranging from $52 to $120 per Share; and

• stock price targets for the Common Stock in Wall Street research analysts’ reports reviewed by Moelis, which indicated low and high stock price targets

ranging from $60.00 to $130.00 per share.

Miscellaneous This summary of the analyses is not a complete description of Moelis’s opinion or the analyses underlying, and factors considered in connection with, Moelis’s opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’s opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

11 No company or transaction used in the analyses described above is identical to NetSuite or the Offer or the Merger. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Oracle, Parent, Purchaser, NetSuite or Moelis or any other person assumes responsibility if future results are materially different from those forecast.

The consideration to be paid pursuant to the Merger Agreement was determined through arm’s-length negotiations between the Transactions Committee and the Special Committee, respectively, and was approved by the Special Committee. Moelis did not recommend any specific consideration to Oracle or the Special Committee, or that any specific amount or type of consideration constituted the only appropriate consideration for the Offer and the Merger.

Moelis acted as financial advisor to the Special Committee in connection with the Offer and the Merger pursuant to the engagement letter between Moelis and the Special Committee, dated May 10, 2016 (the “Engagement Letter”), and for its services will receive:(a) an evaluation phase fee of $1.0 million, which became payable upon execution of the Engagement Letter, to be credited against the transaction fee; (b) a transaction fee of $17.0 million if the Merger is consummated (the “Transaction Fee”); (c) an opinion fee of $2.0 million, which became payable in connection with the delivery of its opinion, regardless of the conclusion reached therein and regardless of whether the merger is consummated, to be credited against the transaction fee; and (d) if the merger is not consummated, but Oracle receives compensation (not including reimbursement of expenses) pursuant to the termination provisions of the merger agreement, a termination fee equal to the lesser of $17.0 million and 10% of the total of such compensation. Oracle has also agreed in the engagement letter to reimburse Moelis for reasonable expenses Moelis has incurred in performing services arising out of its engagement, including the reasonable costs of Moelis’s legal counsel, provided that such costs and expenses do not exceed $75,000 without the prior written consent of the Special Committee, and to indemnify Moelis for certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

Moelis’s affiliates, employees, officers and partners may at any time own securities (long or short) of NetSuite, Oracle and their respective affiliates. Moelis may provide investment banking and other services to Oracle (or its affiliates) in the future and may receive compensation for such services. In the past two years prior to the date of the opinion, Moelis has not provided any investment banking or other services for NetSuite or Oracle.

The Special Committee selected Moelis as its financial advisor in connection with the Offer and the Merger based on, among other things, Moelis’s experience with similar transactions, its industry expertise and an assessment of its independence, including the fact that Moelis had not provided investment banking services to Oracle or NetSuite in the preceding five years and otherwise had no material relationships (personal or financial) with Oracle or NetSuite or their respective executive officers or directors. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes. Moelis has provided its written consent to the reproduction of its opinion in this Offer to Purchase.

Other Presentations by Moelis In addition to the fairness presentation described above, Moelis had discussions with the Special Committee at meetings held July 8, 2016, June 30, 2016, June 14, 2016, June 8, 2016, May 27, 2016, May 20, 2016 and April 19, 2016 at which written presentations were given. Copies of such presentations have been filed as exhibits to the Schedule TO, will be made available for inspection and copying at the principal executive offices of Oracle during its regular business hours by any interested holder of Shares, and may be obtained by requesting

12 it in writing from Oracle at the address described in the Section 8 entitled “ Certain Information Concerning Oracle, Parent and Purchaser .” Moelis provided these materials for the use and benefit of the Special Committee (in its capacity as such) in connection with the Offer and the Merger.

These presentations do not constitute, or form the basis of, an opinion of Moelis with respect to the Offer or the Merger or any other matter. These presentations were given to the Special Committee to assist in the negotiations with NetSuite and contained, among other things, the strategic rationale of a transaction between Oracle and NetSuite, an outline of the terms of Oracle’s bid as of such date, the status of negotiations with NetSuite, and, in the case of the May 27, 2016 presentation, Moelis’s preliminary financial analysis (including a selected publicly traded companies analysis, selected precedent transactions analysis and discounted cash flow analysis), in each case subject to further updates reflected in the fairness presentation.

Certain Prospective Financial Information About NetSuite In connection with the Special Committee’s evaluation of the Offer and the Merger, Oracle management prepared an incremental model demonstrating the illustrative incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows and including the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition of NetSuite (the “Oracle Incremental Model”). The Oracle Incremental Model reflects calendarization to a May 31 fiscal year end to align with Oracle’s fiscal year. The Oracle Incremental Model includes three scenarios, a conservative case, a base case, and an upside case, representing different levels of projected subscription and support revenue, professional services revenue, and research and development expense. The conservative case reflects conservative assumptions regarding cost synergies and standalone revenue performance, the base case reflects anticipated revenue synergies and cost synergies, and the upside case reflects anticipated cost synergies and a higher level of revenue synergies. The base case reflects slightly higher direct subscription and support revenue than contemplated by NetSuite’s standalone projections, given Oracle’s increased scale and global coverage, slightly lower indirect new subscription and support revenue, as Oracle may be less reliant NetSuite’s indirect channel, and lower professional services revenue given Oracle’s de-emphasis of professional services and focus on recurring revenue growth. Consistent with Oracle’s practice in other acquisitions, it did not prepare projections for NetSuite on a standalone basis. The Oracle Incremental Model was not prepared with a view toward public disclosure and, accordingly, does not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. Oracle and NetSuite’s respective independent registered public accounting firms have not compiled, examined, audited or performed any procedures with respect to the Oracle Incremental Model, and have not expressed any opinion or any other form of assurance on this information or its achievability.

The table below presents a summary of the Oracle Incremental Model, including historical information for NetSuite for the 12-month period ended June 30, 2016 on a stand alone basis (the “LTM Financial Information”), and prospective information for NetSuite for the six months ended May 31, 2017 and fiscal year 2018 through fiscal year 2021 on a pro forma basis demonstrating the illustrative incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows and including the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition of NetSuite. The Oracle Incremental Model, including the LTM Financial Information, were provided to the Special Committee in connection with its evaluation of the Offer and the Merger, and were approved by the Special Committee for Moelis’s use and reliance in connection with its financial analyses and opinion to the Special Committee, as described under the caption “– Opinion of Moelis & Company LLC.” This summary of the Oracle Incremental Model is included solely to give NetSuite stockholders access to certain financial projections that were made available to the Special Committee and Moelis, and is not included in this Schedule TO/A to influence a NetSuite stockholder’s decision whether to tender Shares in the Offer or for any other purpose.

The Oracle Incremental Model, while presented with numerical specificity, was based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future

13 economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond Oracle or NetSuite’s control. The Oracle Incremental Model also reflects assumptions as to certain business decisions that are subject to change. The Oracle Incremental Model was prepared in the process of the Special Committee’s consideration of the Offer and the Merger and have not been updated. Given that the Oracle Incremental Model covers multiple years, by its nature, it becomes subject to greater uncertainty with each successive year. Important factors that may affect actual results and the achievability of the Oracle Incremental Model include, but are not limited to: (a) the timing of client renewals, upgrades and expansions and introduction of new products; (b) market acceptance of new products; (c) impact of competitive products and pricing; (d) the effect of regulatory actions; (e) the effect of global economic conditions; (f) fluctuations in foreign currency exchange rates; (g) the cost and effect of changes in tax and other legislation; and (h) other risk factors described in NetSuite’s annual report on Form 10-K for the fiscal year ended December 31, 2015, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K, and in Oracle’s annual report on Form 10-K for the fiscal year ended May 31, 2016, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, the Oracle Incremental Model may be affected by Oracle’s or NetSuite’s ability to achieve strategic goals, objectives and targets over the applicable period.

The Oracle Incremental Model also reflects assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on: (a) actual results; (b) revised prospects for Oracle’s or NetSuite’s business; (c) changes in general business or economic conditions; or (d) any other transaction or event that has occurred or that may occur and that was not anticipated when the NetSuite Projections were prepared. In addition, the Oracle Incremental Model does not take into account any circumstances, transactions or events occurring after the dates on which the Net Suite Projections or the Oracle Incremental Model were prepared. Accordingly, actual results will differ, and may differ materially, from those contained in the Oracle Incremental Model. There can be no assurance that the financial results in the Oracle Incremental Model will be realized, or that future actual financial results will not materially vary from those in the Oracle Incremental Model.

The inclusion of the Oracle Incremental Model should not be regarded as an indication that Oracle, NetSuite or any of their respective affiliates, officers, directors, advisors or other representatives consider the Oracle Incremental Model to be predictive of actual future events, and the Oracle Incremental Model should not be relied upon as such. None of Oracle, NetSuite or any of their respective affiliates, officers, directors, advisors or other representatives gives any Oracle or NetSuite stockholder or any other person any assurance that actual results will not differ materially from the Oracle Incremental Model. Except as otherwise required by law, Oracle, NetSuite and their respective affiliates, officers, directors, advisors or other representatives undertake no obligation to update or otherwise revise or reconcile the Oracle Incremental Model to reflect circumstances existing after the dates on which the NetSuite Projections or the Oracle Incremental Model were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the NetSuite Projections or the Oracle Incremental Model are shown to be in error.

14 In light of the foregoing factors and the uncertainties inherent in the Oracle Incremental Model, NetSuite stockholders and others are cautioned not to place undue, if any, reliance on the Oracle Incremental Model.

(in millions) (1) LTM H2’17E 6/30/2016 ($) (2) (3) FY2018E ($) FY2019E ($) FY2020E ($) FY2021E ($) Conservative Case Revenue 846.4 524.0 1,284.2 1,557.5 1,864.2 2,208.0 Non-GAAP Gross Profit (4) 585.8 368.5 921.4 1,144.8 1,401.2 1,697.0 Non-GAAP Operating Expenses (5) 558.2 252.7 569.5 600.6 651.0 711.2 Non-GAAP EBIT (6) 27.6 115.8 351.9 544.2 750.2 985.8 Base Case Revenue 846.4 524.5 1,341.5 1,686.6 2,080.9 2,526.7 Non-GAAP Gross Profit (4) 585.8 370.5 968.6 1,246.0 1,572.7 1,950.1 Non-GAAP Operating Expenses (5) 558.2 258.3 594.5 643.4 711.9 784.9 Non-GAAP EBIT (6) 27.6 112.2 374.1 602.6 860.9 1,165.2 Upside Case Revenue 846.4 524.0 1,383.7 1,805.1 2,299.5 2,852.8 Non-GAAP Gross Profit (4) 585.8 371.7 1,003.0 1,337.8 1,745.2 2,207.1 Non-GAAP Operating Expenses (5) 558.2 262.0 614.3 683.0 778.3 880.4 Non-GAAP EBIT (6) 27.6 109.7 388.7 654.8 967.0 1,326.7

(1) The projected financial data provided in this table has not been updated to reflect Oracle or NetSuite’s current views of Oracle or NetSuite’s future financial performance, and should not be treated as guidance with respect to projected results for 2016 or any other period. (2) Last 12-month financial information represents data as provided by Oracle management, which may differ from NetSuite’s presentation of historical results. (3) Represents the Oracle Incremental Model during the second half of Oracle’s fiscal year ended May 31, 2017, including certain anticipated synergies. (4) Non-GAAP Gross Profit, as used in the Oracle Incremental Model, excludes expenses related to stock-based compensation and amortization of intangible assets. (5) Non-GAAP Operating Expenses, as used in the Oracle Incremental Model, excludes expenses related to stock-based compensation, amortization of intangible assets, transaction costs and employee termination costs related to business combinations, non-cash interest on convertible debt and income tax benefit associated with business combinations, and reflects adjustments by Oracle management for capitalization of certain development costs incurred in connection with its internal use software and website. (6) Non-GAAP EBIT, as used in the Oracle Incremental Model, excludes expenses related to stock-based compensation, amortization of intangible assets, transaction and employee termination costs related to business combinations, non-cash interest on convertible debt and income tax benefit associated with business combinations and includes dilutive shares where applicable.

The foregoing discussion of the information and factors considered and given weight by Oracle, Parent and Purchaser is not intended to be exhaustive, but is believed to include the material factors considered by Oracle, Parent and Purchaser. Oracle, Parent and Purchaser’s views as to the fairness of the Offer and the Merger to NetSuite stockholders should not be construed as a recommendation to any stockholder regarding whether to tender Shares into the Offer.

5. Certain Effects of the Offer The information set forth in The Tender Offer – Section 13 – “Certain Effects of the Offer” is incorporated herein by reference.

15 6. The Merger Agreement; Other Agreements The information set forth in The Tender Offer – Section 11 – “The Merger Agreement; Other Agreements” is incorporated herein by reference.

7. Appraisal Rights The information set forth in The Tender Offer – Section 17 – “Appraisal Rights” and in the Schedule 14D-9 under the heading “Item 8. Additional Information – Appraisal Rights” is incorporated herein by reference.

8. Transactions and Arrangements Concerning the Shares The information set forth in The Tender Offer – Section 8 – “Certain Information Concerning Oracle, Parent and Purchaser” is incorporated herein by reference.

9. Certain Relationships between Oracle, Parent and Purchaser and NetSuite There are no relationships between Oracle, Parent and Purchaser or any of their respective affiliates, on the one hand, and NetSuite, on the other hand, that would require disclosure under the rules and regulations of the SEC applicable to this Offer to Purchase other than in respect of the Merger Agreement and those arrangements described in The Tender Offer – Section 8 – “Certain Information Concerning Oracle, Parent and Purchaser,” The Tender Offer – Section 10 “Background of the Offer; Past Contracts or Negotiations with NetSuite” and The Tender Offer – Section 11 – “The Merger Agreement; Other Agreements.”

10. Interests of Directors and Executive Officers in the Offer and the Merger In considering the fairness of the consideration to be received in the Offer and the Merger, the stockholders of NetSuite should be aware that certain directors and executive officers of NetSuite have interests in the Offer and the Merger that may present them with certain actual or potential conflicts of interest. A description of these interests, including the information required to be disclosed pursuant to Item 402(t) of Regulation S-K, is included in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation” and “Item 8. Additional Information,” which description and information is incorporated herein by reference.”

Amending and supplementing the second to last paragraph in The Tender Offer – Section 8 – “Certain Information Concerning Oracle, Parent and Purchaser” on page 13 of the Offer to Purchase to add at the end of such paragraph the following: “None of Oracle, Parent or Purchaser has made any arrangements in connection with the Offer to provide unaffiliated NetSuite stockholders access to their corporate files or to obtain counsel or appraisal services at their expense.

In light of Lawrence J. Ellison’s indirect beneficial ownership of approximately 39.5% of the outstanding shares of common stock of NetSuite, Mr. Ellison and Oracle may be construed to be “affiliates” of NetSuite within the meaning of Rule 13e-3; however , nothing herein shall constitute an admission that either Mr. Ellison or Oracle “controls” (or is an affiliate of) NetSuite.”

Amending and supplementing the first paragraph in Section 16 – “Certain Legal Matters; Regulatory Approvals – Antitrust Compliance” on page 47 of the Offer to Purchase to add at the end of such paragraph the following: “On September 26, 2016, the FTC granted early termination of the waiting period applicable to the Offer under the HSR Act. As a result, the Antitrust Condition has been satisfied inasmuch as the waiting period applicable to the Offer under the HSR Act has terminated.”

16 Amending and supplementing The Tender Offer – Section 18 – “Fees and Expenses” on page 50 of the Offer to Purchase to add as a new last paragraph the following: “The following table is an estimate of fees and expenses we will incur in connection with the Offer and the Merger:

Filing Fees $ 953,968 Depositary and Paying Agent Fees $ 1,000 Information Agent $ 25,000 Legal, Printing and Mailing and Other Miscellaneous Fees and Expenses $ 2,550,000 Other Professional Fees and Expenses $ 17,000,000

Total $ 20,529,968

In addition, NetSuite will incur its own fees and expenses in connection with the Offer and the Merger.”

Amending and supplementing the Schedule TO to add the following as new Item 13 of the Schedule TO:

“ Item 13. Information Required by Schedule 13E-3. The following sets forth information required by Schedule 13E-3 that has not already been set forth in Items 1 through 12 above. The information set forth in the Offer to Purchase, as amended above, is incorporated herein by reference to the items required by Schedule 13E-3.

Item 2. Subject Company Information. (d) Dividends . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• The Tender Offer – Section 6 – “Price Range of Shares; Dividends”

(e) Prior Public Offerings . Not applicable.

(f) Prior Stock Purchases. Not applicable.

Item 4. Terms of the Transaction. (c) Different Terms . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Summary Term Sheet”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 3. Past Contacts, Transactions, Negotiations and Agreements – Agreements between NetSuite, Parent, Purchaser and Oracle – Tender and Support

Agreements”

(d) Appraisal Rights . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• Special Factors – Section 7 – “Appraisal Rights”

17 The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 8. Additional Information – Appraisal Rights”

• “Annex B – Section 262 of the Delaware General Corporation Law”

(e) Provisions for Unaffiliated Security Holders . None.

(f) Eligibility for Listing or Trading . Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements. (c), (e) Negotiations or Contacts; Agreements Involving the Subject Company’s Securities . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Introduction”

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

• Special Factors – Section 8 – “Transactions and Arrangements Concerning the Shares”

• Schedule I

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 3. Past Contacts, Transactions, Negotiations and Agreements”

• “Item 4. The Solicitation or Recommendation”

The information set forth in Exhibit 4.4 to NetSuite’s Amendment No. 4 to its Registration Statement on Form S-1 is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals. (b), (c)(8) Use of Securities Acquired; Plans. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 2 - “Purpose of the Offer; Plans for NetSuite”

• Special Factors – Section 5 – “Certain Effects of the Offer”

Item 7. Purposes, Alternatives, Reasons and Effects. (a) Purposes . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Introduction”

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

18 • Special Factors – Section 2 – “Purpose of the Offer; Plans for NetSuite”

• Special Factors – Section 5 – “Certain Effects of the Offer”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

• Schedule I

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 4. The Solicitation or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board”

(b) Alternatives . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Introduction”

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 4. The Solicitation or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board”

(c) Reasons. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Introduction”

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 2 – “Purpose of the Offer; Plans for NetSuite”

• Special Factors – Section 5 – “Certain Effects of the Offer”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

• Schedule I

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 4. The Solicitation or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board”

(d) Effects. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Introduction”

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 2 – “Purpose of the Offer; Plans for NetSuite”

19 • Special Factors – Section 5 – “Certain Effects of the Offer”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

• The Tender Offer – Section 5 – “Certain U.S. Federal Income Tax Consequences of the Offer”

• Schedule I

The information set forth in the following sections of the Schedule 14D-9 is incorporated herein by reference:

• “Item 3. Past Contacts, Transactions, Negotiations and Agreements”

• “Item 4. The Solicitation or Recommendation”

Item 8. Fairness of the Transaction. (a)-(d) Fairness; Factors Considered in Determining Fairness; Approval of Security Holders; Unaffiliated Representative . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 3 – “Position of NetSuite Regarding Fairness of the Offer and the Merger”

• Special Factors – Section 4 – “Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and Merger”

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 4. The Solicitation or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board”

(f) Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations. (a) and (b) Report, Opinion or Appraisal; Preparer and Summary of the Report . The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 4 – “Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and Merger”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 4. The Solicitation or Recommendation”

(c) Availability of Documents . The reports, opinion or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Oracle during its regular business hours by any interested holder of Shares or representative of any such interested holder who has been so designated in writing.

20 Item 10. Source and Amounts of Funds or Other Consideration. (c) Expenses . The information set forth in the following section of the Offer to Purchase is incorporated herein by reference:

• The Tender Offer – Section 18 – “Fees and Expenses”

Item 12. The Solicitation or Recommendation. (d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

• Special Factors – Section 8 – “Transactions and Arrangements Concerning Shares”

The information set forth in the following sections of the Schedule 14D-9 is incorporated herein by reference:

• “Item 3. Past Contacts, Transactions, Negotiations and Agreements”

• “Item 4. The Solicitation or Recommendation”

(e) Recommendations of Others. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Summary Term Sheet”

• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

• Special Factors – Section 8 – “Transactions and Arrangements Concerning Shares”

The information set forth in the following sections of the Schedule 14D-9 is incorporated herein by reference:

• “Item 3. Past Contacts, Transactions, Negotiations and Agreements”

• “Item 4. The Solicitation or Recommendation”

Item 13. Financial Statements. (a) Financial Information .

(1) NetSuite’s Consolidated Financial Statements on pages 40 through 77 of NetSuite’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including any notes thereto, are incorporated herein by reference.

(2) NetSuite’s unaudited interim Consolidated Financial Statements on pages 2 through 19 of NetSuite’s Quarterly Report on Form 10-Q for the period ended June 30, 2016, including any notes thereto, are incorporated herein by reference.

21 (3) Ratio of Earnings to Fixed Charges

Year Ended Six months ended Three months ended December 31, June 30, June 30, 2014 2015 2016 2016 Pre-tax income from continuing operations $(97,871,539) $(130,361,510) $ (65,302,852) $ (36,750,642) Add: Fixed charges 14,971,333 15,554,184 8,102,284 4,083,360 Earnings (losses) $(82,900,205) $(114,807,327) $ (57,200,568) $ (32,667,282)

Fixed charges: Interest expensed and capitalized $ 1,399,549 $ 1,135,282 $ 583,143 $ 287,355 Amortized premiums, discounts and capitalized expenses related to indebtedness 12,909,910 13,538,799 6,964,112 3,509,414 Estimate of interest within rental expense 661,874 880,103 555,029 286,591 Total fixed charges $ 14,971,333 $ 15,554,184 $ 8,102,284 $ 4,083,360

Ratio of earnings to fixed charges (1) -5.54 -7.38 -7.06 -8.00

(1) Ratio of earnings to fixed charges is computed by dividing Earnings (losses) by Total fixed charges.

(4) The book value per share as of the date of the most recent balance sheet presented is $3.88.

(b) Pro Forma Information . Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used. (b) Employees and Corporate Assets . None.

Item 15. Additional Information. (b) Other Material Information . The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 8 – Additional Information”

Item 16. Exhibits. Reference is made to Item 12 Exhibits of this Schedule TO.

Exhibit No. Description (a)(5)(E) Press Release issued by Oracle Corporation on September 26, 2016, announcing final antitrust clearance approval. (c)(1) Opinion of Qatalyst Partners LP, dated July 27, 2016, to the Transactions Committee and the Board of Directors of NetSuite Inc. (incorporated herein by reference to Annex A to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016). (c)(2) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated February 22, 2016 (incorporated by reference to Exhibit (c)(1) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

22 Exhibit No. Description (c)(3) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 6, 2016 (incorporated by reference to Exhibit (c)(2) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(4) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 10, 2016 (incorporated by reference to Exhibit (c)(3) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(5) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated July 13, 2016 (incorporated by reference to Exhibit (c)(4) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(6) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated July 27, 2016 (incorporated by reference to Exhibit (c)(5) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(7) Opinion of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 28, 2016. (c)(8) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated April 19, 2016. (c)(9) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 20, 2016. (c)(10) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 27, 2016. (c)(11) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 8, 2016. (c)(12) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 14, 2016. (c)(13) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 30, 2016. (c)(14) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 8, 2016. (c)(15) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 25, 2016.

23 SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: September 27, 2016

Napa Acquisition Corporation

By: /s/ Brian S. Higgins Name: Brian S. Higgins Title: Vice President

OC Acquisition LLC

By: /s/ Brian S. Higgins Name: Brian S. Higgins Title: Secretary

Oracle Corporation

By: /s/ Brian S. Higgins Name: Brian S. Higgins Title: Vice President

24 EXHIBIT INDEX

Exhibit No. Description (a)(1)(A) Offer to Purchase, dated August 18, 2016.* (a)(1)(B) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Summary Advertisement dated August 18, 2016.* (a)(5)(A) Press Release issued by Oracle Corporation on July 28, 2016 (incorporated by reference to the Schedule TO filed by Oracle Corporation on August 1, 2016).* (a)(5)(B) FAQ issued by Oracle Corporation on July 28, 2016 (incorporated by reference to the Schedule TO filed by Oracle Corporation on August 1, 2016).* (a)(5)(C) Press Release issued by Oracle Corporation on September 9, 2016, announcing the extension of the Offer.* (a)(5)(D) Complaint captioned Dennis Palkon, on Behalf of Himself and All Others Similarly Situated v. NetSuite Inc., et al., filed on August 30, 2016, in the United States District Court for the Northern District of California.* (a)(5)(E) Press Release issued by Oracle Corporation on September 26, 2016, announcing final antitrust clearance approval. (b) Not applicable. (c)(1) Opinion of Qatalyst Partners LP, dated July 27, 2016, to the Transactions Committee and the Board of Directors of NetSuite Inc. (incorporated herein by reference to Annex A to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016).* (c)(2) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated February 22, 2016 (incorporated by reference to Exhibit (c)(1) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(3) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 6, 2016 (incorporated by reference to Exhibit (c)(2) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(4) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 10, 2016 (incorporated by reference to Exhibit (c)(3) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(5) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated July 13, 2016 (incorporated by reference to Exhibit (c)(4) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(6) Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated July 27, 2016 (incorporated by reference to Exhibit (c)(5) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016). (c)(7) Opinion of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 28, 2016.

25 Exhibit No. Description (c)(8) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated April 19, 2016. (c)(9) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 20, 2016. (c)(10) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 27, 2016. (c)(11) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 8, 2016. (c)(12) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 14, 2016. (c)(13) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 30, 2016. (c)(14) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 8, 2016. (c)(15) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 25, 2016. (d)(1) Agreement and Plan of Merger, dated as of July 28, 2016, by and among NetSuite Inc., OC Acquisition LLC, Napa Acquisition Corporation and (solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle Corporation (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Oracle Corporation with the SEC on August 1, 2016). (d)(2) Form of Tender and Support Agreement among OC Acquisition LLC, Napa Acquisition Corporation and the stockholder party thereto (incorporated by reference to Exhibit (e)(4) to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016). (d)(3) Tender and Support Agreement, dated as of July 28, 2016, among OC Acquisition LLC, Napa Acquisition Corporation and NetSuite Restricted Holdings LLC (incorporated by reference to Exhibit (e)(5) to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016). (d)(4) Confidentiality Agreement, dated as of May 5, 2016, between Oracle Corporation and NetSuite Inc. (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016). (d)(5) Exclusivity Agreement, dated as of July 15, 2016, between NetSuite Inc. and Oracle Corporation (incorporated by reference to Exhibit (e)(3) to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016). (f) The information set forth in “Item 8 - Additional Information - Appraisal Rights” and Annex B to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016 is incorporated herein by reference. (g) Not applicable. (h) Not applicable.

* Filed previously

26 Exhibit (a)(5)(E)

Press Release

Oracle Receives Department of Justice Clearance to Buy Net S uite Redwood Shores, CALIF, September 26, 2016 – Oracle (NYSE: ORCL) today announced that it has received the final antitrust clearance approval necessary for the acquisition of NetSuite, Inc. (NYSE: N) from the U.S. Department of Justice. The all-cash tender offer for NetSuite at $109.00 per share, set to expire on October 6, 2016, will proceed as planned assuming the minimum required number of shares are tendered.

About Oracle Oracle offers a comprehensive and fully integrated stack of cloud applications and platform services. For more information about Oracle (NYSE:ORCL), visit oracle.com.

Trademarks Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

Additional Information This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication is for informational purposes only. The tender offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or the acceptance thereof would not comply with the laws of that jurisdiction. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by Napa Acquisition Corporation with the U.S. Securities and Exchange Commission (“SEC”) on August 18, 2016, as amended from time to time. In addition, on August 18, 2016, NetSuite Inc. filed a Solicitation/Recommendation statement on Schedule 14D-9 with the SEC related to the tender offer. Stockholders of NetSuite Inc. are urged to read these documents, all amendments thereto and other documents filed with the SEC carefully in their entirety because they contain important information about the tender offer. The tender offer statement and certain other offer documents, along with the Solicitation/Recommendation statement, will be made available to all stockholders of NetSuite Inc. at no expense to them. These documents are available at no charge through the web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase, related Letter of Transmittal, the Solicitation/Recommendation statement and other offering documents may also be obtained for free by contacting the Information Agent for the tender offer, Innisfree, M&A Incorporated, toll-free at 888-750-5834.

Cautionary Statement Regarding Forward-Looking Statements This document contains certain forward-looking statements about Oracle and NetSuite Inc., including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of NetSuite Inc., anticipated customer benefits and general business outlook. When used in this document, the words “anticipates”, “can”, “will”, “look forward to”, “expected” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward- looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or NetSuite Inc., that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or NetSuite Inc. may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or NetSuite Inc. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor NetSuite Inc. is under any duty to update any of the information in this document.

In addition, please refer to the documents that Oracle and NetSuite Inc., respectively, file with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and NetSuite Inc.’s respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor NetSuite Inc. is under any duty to update any of the information in this document.

Safe Harbor The following is intended to outline our general product direction. It is intended for information purposes only, and may not be incorporated into any contract. It is not a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. The development, release, and timing of any features or functionality described for Oracle’s products remains at the sole discretion of Oracle Corporation.

# # #

Contact: Deborah Hellinger Oracle +1.212.508.7935 [email protected]

Ken Bond Oracle Investor Relations +1.650.607.0349 [email protected] Exhibit (c)(7)

1999 AVENUE OF THE STARS 19 th FLOOR LOS ANGELES, CALIFORNIA 90067

T 310.443.2300 F 310.443.8700

July 28, 2016

Special Committee of the Board of Directors c/o Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065

The Special Committee of the Board of Directors:

You have requested our opinion as to the fairness, from a financial point of view, to Oracle Corporation (the “ Company ”) of the Consideration (as defined below) to be paid by Napa Acquisition Corporation (“ Acquisition Sub ”), a wholly-owned subsidiary of OC Acquisition LLC (“ Parent ”), a wholly-owned subsidiary of the Company, and Parent pursuant to the Agreement and Plan of Merger (the “ Agreement ”) entered into by NetSuite Inc. (the “ Target ”), Acquisition Sub, Parent and the Company (which is a party to the Agreement solely with respect to certain provisions as specified in the Agreement). As more fully described in the Agreement: (i) Acquisition Sub will commence a tender offer to acquire all outstanding shares of common stock of the Target, par value $0.01 per share (“ Target Common Stock ”), for $109.00 per share in cash (the “ Consideration ”) and (ii) following the consummation of such tender offer, Acquisition Sub will merge with and into the Target (together with such tender offer, the “ Transaction ”) and each issued and outstanding share of Target Common Stock not previously acquired by Acquisition Sub (except as otherwise described in the Agreement) will be converted into the right to receive the Consideration.

We have acted as your financial advisor in connection with the Transaction and will receive a fee for our services, the principal portion of which is contingent upon the consummation of the Transaction. We will also receive a fee upon delivery of this opinion. Our affiliates, employees, officers and partners may at any time own securities (long or short) of the Company and the Target. We may in the future provide investment banking and other services to the Company and the Target and may receive compensation for such services.

Our opinion does not address the Company’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to the Company. At your direction, we have not been asked to, nor do we, offer any opinion as to any terms of the Agreement or any Tender and Support Agreement (as defined below) or any aspect or implication of the Transaction, except for the Consideration to the extent expressly specified herein. We are not tax, legal, regulatory or accounting experts and have assumed and relied upon, without independent verification, the assessments of the Company and its other advisors with respect to tax, legal, regulatory and accounting matters. In rendering this opinion, we have assumed, with your consent, that the Transaction will be consummated in accordance with its terms and that the parties to the Agreement and to any Tender and Support Agreement will comply with all the material terms of the Agreement and the Tender and Support Agreement, as applicable. We also have assumed, with your consent, that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without the imposition of any delay, limitation, restriction, divestiture or condition that would have an adverse effect on the Target or the Company or on the expected benefits to the Company of the Transaction.

LOS ANGELES | NEW YORK | BOSTON | CHICAGO

In arriving at our opinion, we have, among other things: (i) reviewed certain publicly available business and financial information relating to the Target, including publicly available research analysts’ financial forecasts; (ii) reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of the Target furnished to us by the Target, including financial forecasts provided to or discussed with us by the management of the Target; (iii) reviewed certain internal information relating to cost savings and synergies expected to result from the Transaction (the “ Expected Synergies ”) and certain other pro forma financial effects of the Transaction furnished to us by the Company; (iv) conducted discussions with members of the senior managements and representatives of the Company and the Target concerning the information described in clauses (i) and (ii) of this paragraph, as well as the business and prospects of the Target generally, and conducted discussions with members of the senior management and representatives of the Company concerning the information described in clause (iii) of this paragraph; (v) reviewed publicly available financial and stock market data of certain other companies in lines of business that we deemed relevant; (vi) reviewed the financial terms of certain other transactions that we deemed relevant; (vii) reviewed the Agreement and reviewed the Tender and Support Agreements entered into by Parent, Acquisition Sub and certain stockholders of the Target (each, a “ Tender and Support Agreement ”); (viii) participated in certain discussions and negotiations among representatives of the Company and the Target and their advisors; and (ix) conducted such other financial studies and analyses and took into account such other information as we deemed appropriate.

In connection with our review, we have not assumed any responsibility for independent verification of any of the information supplied to, discussed with or reviewed by us for the purpose of this opinion and have, with your consent, relied on such information being complete and accurate in all material respects. In addition, with your consent, we have not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Target, nor have we been furnished with any such evaluation or appraisal. We have been furnished with a financial analysis of the Target provided by the Company’s management which, at your direction, we did not rely on in our financial analysis or opinion. With respect to the financial forecasts and other information relating to the Target, Expected Synergies and other pro forma financial effects referred to above, we have assumed, at your direction, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Target or the Company, as the case may be, as to the future performance of the Target, such Expected Synergies (including the amount, timing and achievability thereof) and such other pro forma financial effects. We also have assumed, at your direction, that the future financial results (including Expected Synergies) reflected in such forecasts and other information will be achieved at the times and in the amounts projected. In addition, at your direction, we have relied on the assessments of the management of the Company as to (i) the existing technology, products and services of the Target and the validity of, and risks associated with, the future technology, products and services of the Target; and (ii) the Company’s ability to integrate the businesses of the Target and the Company. We have assumed, with your consent, that there will be no developments with respect to any of the foregoing that would affect our analyses or opinion.

Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof.

This opinion is solely for the use and benefit of the Special Committee of the Board of Directors of the Company (in its capacity as such) in its evaluation of the Transaction and may not be disclosed to or relied upon by any stockholders or any other person. This opinion does not address the fairness of the Transaction or any implications of the Transaction to the holders of any class of securities, creditors or other constituencies of the Company or the Target.

In addition, we do not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transaction or of the Company, or any class of such persons, relative to the Consideration or otherwise. This opinion was approved by a Moelis & Company LLC fairness opinion committee.

2 LOS ANGELES | NEW YORK | BOSTON | CHICAGO

Based upon and subject to the foregoing, it is our opinion that, as the date hereof, the Consideration to be paid by the Company in the Transaction is fair from a financial point of view to the Company.

Very truly yours,

/s/ Moelis & Company LLC

MOELIS & COMPANY LLC

3 LOS ANGELES | NEW YORK | BOSTON | CHICAGO Exhibit (c)(8)

STRICTLY CONFIDENTIAL April 19, 2016Presentation to the Special Committee of the Board of Directors

The Moelis & Company Team Dedicated to the Special Committee JEFF RAICH SENIOR SPONSORSHIP M&A SPECIAL COMMITTEE ADVISORYLEGAL / FAIRNESS OPINION Founder, Co-President, KEN MOELIS DAN LEEOSAMU WATANABE Head of M&A Founder, Chairman, CEO Managing DirectorGeneral Counsel Current Moelis Board memberOver 30 years of investment banking experience Previously Joint Global Head ofFormer President of UBS Investment Bank 27 years of investment banking experience during which he established and led leading sell-side M&A practices at UBSInvestment Banking at UBS and Head of Corporate Finance at DLJ Current Moelis Board memberInvestment Bank and DLJ 17 years of investment banking experienceFormer Joint Global Head of M&A at UBS Former MD in M&A at Macquarie Capital and Head of Fairness Opinion CommitteeChairs Moelis Fairness Committee General Counsel at Moelis & CompanyPreviously Head of West Coast M&A at UBS TECHNOLOGY M&A / TECHNOLOGY TEAM Previously General Counsel and CCO of Sagent Advisors and prior to that held senior positions at UBS, CSFB and Donaldson, Lufkin & Jenrette Managing Director Senior Vice President Senior Vice PresidentAssociateSTUART GOLDSTEIN CHRISTOPHER FOSS ABHINAV GATTANIJAMIE HOWARD Prior Chair of Moelis Fairness Committee20 years of investment banking experience 10 years of investment banking experience 10 years of investment banking experience 2 Previously Head of West Coast Tech Investment Banking Group at Citigroup years of investment banking experience Investing at The Carlyle Group; former Investment Banking at Citigroup and TMT Financial Advisory Services PracticeFormer Associate, Distressed and Corporate Former Associate in Global Technology Former Sr. Consultant in Deloitte’s Investment Banking at UBS Investment Analyst in Technology and Services Goldman Sachs MOELIS & COMPANY OVERVIEWBank Completed IPO in April 2014 (NYSE: MC) 104 Managing DirectorsFounded in July 2007 650 Employees [ 1 ]Market Cap of Approximately $1.5bn 20 Average Years of Experience per Managing Director 17 Global Offices 66 Former Sector and Product Heads

The Role of the Special Committee is to Protect the Public Shareholders –Moelis & Company’s Role Will Be to Protect You Public company Boards face ever-increasing scrutiny in the context of A well designed process will allow the Special Committee to proactively address the unique set of circumstances that exist M&A transactions, with an estimated 97% of public M&A transactions over $100 million facing litigationin a potential transaction with Napa The basic fiduciary duties required of any director related to an M&A transaction While most M&A transactions involve litigation, it is important to understand the factors that receive the greatest should be evaluated in the context of the Business Judgment Rule: Duty of Care and Duty of Loyaltyscrutiny by the courts Duty of Loyalty – Must act in good faith and in the honest belief that the action taken is in the best interests of theDuty of Care – Must act on an informed basis after due consideration of all relevant materials and appropriate deliberation The circumstances specific to Project Napa may face a heightened level of scrutiny…Company and its shareowners, and not in the Board’s self-interest [ 2 ]Moelis & Company believes it is uniquely qualified to design the right process and provide the right advice to protect the Special Committee

Moelis & Company Will Add Value To The Special Committee By Proactively Navigating Considerations Around Napa Given the considerations specific to Napa and Orlando, heightened scrutiny may applyMoelis would design a well-planned process around the evaluation, timing, structure, negotiations, and approval practices in a potential transaction with Napa Current Operating Relationships: While limited, Orlando provides services and has financed Napa’s operationsCross Ownership: E’s own ~46% of Napa and ~27% of Orlando In any Napa change of control transaction, Napa’s directors will be subject to greater scrutiny Respective Valuations: Companies trade off of different valuation metrics and have different financial of adherence to their fiduciary dutiesprofiles acquirerPotential shareholder litigation claiming breaches of fiduciary duties by Napa’s directors may result in liabilities directly or indirectly borne by an acquirer, including potential accusations of aiding and abetting by that [ 3 ]Just as important in getting to the right answer is how you get there

Moelis & Company Has The Right Experience To Advise the Special Committee Leading independent advisor ideally suited for the Special CommitteeMoelis possesses a differentiated set of credentials with significant experience advising public company Boards and Special Committees in high-profile assignments Day-to-day team for the Special Committee will be led by Ken Moelis and a senior team with extensive Since its founding, Moelis has advised on over $1.8 trillion of transactions, with over 450 public company situationsexperience advising Special Committees All previously chaired or have been members of the fairness committees of a major investment bankSenior team average Wall Street tenure of over 25 years Moelis has extensive experience in the technology sector with deep software expertisePossesses deep execution, process, and industry expertise MACANDREWS & FORBES CASE STUDYStrong understanding of the software landscape with the ability to assist the Special Committee in a review of a potential transaction in the context of overall corporate strategy Acquisition of M & F Worldwide Corp. Exclusive Financial Advisor$2.5bn Moelis & Skadden designed the framework for the transaction, since adopted as the approach courts embrace for the protection of minority shareholders in transactionsM&F acquired the 57% interest in of MFW it did not own for and implied transaction value of $2.5 billion [ 4 ]SELECT BOARD & SPECIAL COMMITTEE ASSIGNMENTS

Select Recent Public Company Mandates shareholder Extensive experience advising public companies on how to manage through complex transactions, optimizeoutcomes and provide valuations and fairness opinions Ongoing Ongoing OngoingPendingPendingPendingPendingIndicates transactions where Moelis has or is expected to render a Fairness Opinion Ongoing Advisory Sale to Zoomlion Defense advisor to theAcquisition ofAcquisition of NTELOSSale to $3.3bn $67.0bn$586mm$10.4bn$1.5bn Emera Inc.Acquisition of Vistana investorsamendment of Services company against activistEMC itsStarwood’s vacationCorporationHoldings Corp. andSignature Experiences, Sprint Corporation affiliate relationship withownership business Financial Advisor Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial ExclusiveExclusive AdvisorFinancial Advisor $2.4bn $160bn $551mmBoard Recommendation$459mm$1.9bn$13.3bn2016 Abandoned 20162016201620162016 Power & Utilities Corp. Allergan plc Management, Sale to Algonquin Combination with Sale to Rizvi Traverseon Dual ClassSale of five non-coreSale to LLCRecapitalizationoutdoor markets toReal Estate Capital, LLCDental Systems Inc.Harrison StreetMerger with Sirona Company Stockholder ProposalLamar Advertising Financial Advisor Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorExclusive ExclusiveExclusiveExclusiveExclusive $7.7bn Spin-off of select real $365mmJPY33.0bn$189mm$2.0bn$1.6bn2016 2015 20152015201520152015 American Homes, Inc. assets into, and Merger with Colony estate and restaurant Sale to Sequential BrandsAcquisition ofAcquisition the Group, Inc.R-Tech Ueno, Ltd.Magnetek Inc.Pharmaceutical ServicesChemicals Group fromofAcquisition of EnvisionAcquisition of Alkali Four Corners Property formation of, FMC Corporation ExclusiveExclusiveExclusiveTrust, Inc. [ 5 ] Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor

Select Software Sector Expertise information Moelis has been management and security sectors involved in a number of marquee software transactions across the applications, infrastructure, $391mm $976mm$67bn$120mm$105mm$112mmAPPLICATIONS SOFTWARE INFRASTRUCTURE SOFTWARE Interest inSale to Acquisition of Sale toSale toAcquisition ofSale toAcquisition ofSale of Remaining Sale to Acquisition of Acquisition ofSales toAcquisition ofAcquisitions ofSale toAcquisition of$2bn $210mm $1.8bn$10.3bn & $1.3bn$635mm$210mm & $220mm$730mm$8.1bn Project A2 BIG DATA / INFORMATION MANAGEMENT SOFTWARE SECURITY SOFTWARE Document Mgmt. Investment Acquisition ofAcquisition ofAcquisition ofSale toAcquisition ofSale toGlobal Leader in Strategic $2.4bn$163mm$400mm$233mm$695mm Exclusive Financial Software from $4.6bn $1.6bn $151mm$200mm$413mm$441mm$350mm & $86mm$296mm & $31mmAdvisor [ 6 ]Acquisition of Acquisition of Sale toSale toSale toSale toSales toAcquisitions of

[Graphic Appears Here]Why Moelis & Company Is The Right Advisor For The Special Committee MAJORBULGE BRACKETMoelis believes it is the right advisor for the Special Committee of Orlando, having no real or perceived conflicts and having a team with the most relevant experience for Project Napa CRITERIA COMPANY FIRMSBANKS MOELIS &BOUTIQUEINVESTMENT Relevant Industry ExperienceLeading Technology and Enterprise Software Franchise No Sales & TradingNo Real or Perceived Conflicts No Wealth Management No Equity Research No Direct Banker Economic Interest in the Outcome No Asset Management No Prior Napa Engagements No Prior Orlando Engagements Financial Strength No Direct Vendor Relationships Dedicated Senior Highly Relevant Deal Team Credentials and Expertise Team Dedicated Special Committee / Fairness Professionals Special Committee Experience [ 7 ] ?

Moelis would work with the Special Committee and Skadden to design the right process as we evaluate key issues, including is this the right time and is this the right targetOur Approach To Working With the Orlando Special Committee Evaluate Opportunity Evaluate alternatives available to Orlando Highly relevant experience KEY OBJECTIVESMOELIS & COMPANY QUALIFICATIONS Overall Corporate Strategy Availability of key seasoned resourcesin the Context of “No conflict” position Understand Understand ultimate objectives Leading Special Committee advisory franchise If the Special Committee decides to move forward: Optimal Approach Determine approach (who makes the Situation and Derive Evaluate tactics and potential alternatives Recent call)situationsexperience in multiple analogous financial and strategic due diligence (in Perform detailed review of Napa and Orlando including Deep conjunction withcoverage and extensive transaction experienceindustry knowledge through active Perform Due Diligence Ability to receive MNPI, including Napa internal Skadden) initial perspectives on valuation financial projections, may be difficult without providing Conduct Valuation Analysis information, including the potential synergy Refine initial valuation perspectives based on available Extensive industry, public company, opportunityfairness / valuation perspectivesand Negotiate / Ensure ultimate consideration is analysis Unique understanding of key deal points andsupported by valuation Significant public company buy side experience with SkaddenExecute Transaction Structure deal terms to protect Orlando in connectionthe interplay between deal terms and value Fairness Opinion rigorously prepared Team has extensive Special Committee and Fairness opinion procedures and documentation Moelis has a robust committee process [ 8 ] Fairness Committee experience

Potential Next Steps 1Moelis is prepared to work expeditiously to evaluate the opportunity in the context of Orlando’s overall corporate strategy, and if determined appropriate, assist in a potential transaction with Napa 2Discuss and agree upon terms of engagement 3Review a potential transaction with Napa in the context of overall corporate strategy 4Perform due diligence and preliminary valuation analysis [ 9 ]Reconvene with the Special Committee to discuss the appropriate next steps

EVALUATION PHASE FEEMoelis Fee Proposal TRANSACTION FEEOPINION FEE If the Special Committee decides to move forward:$1,000,000 to evaluate the opportunity in the context of overall corporate strategy 100% creditable against any Transaction Fee$2,000,000 Moelis & Company is flexible in refining this structure upon further understanding of the$20,000,000 payable at the closing of a transaction [ 10 ]Special Committee’s objectives and scope of the assignment

Appendix

A. Moelis & Company Overview

Global independent Moelis & Company Overviewinvestment bank that provides world-class uncompromised advice Independent Completed IPO in April 2014 (NYSE: MC)Leading Global Founded in July 2007 Global Network Extensive global network with 650 employees across 17 offices inInvestment Bank Market cap of approximately $1.5bn Advised on over $340 billion of M&A in 2015 North & South America, Europe, the Middle East, Asia and Australia Premier M&A Broke into top 10 M&A league tables in first year of operations negotiation techniquesFranchise Demonstrated track record of creating value through process and Direct Relevant Leading Special Committee Advisory franchise Industry-specific execution expertise Experience Committee assignmentsSpecial Committee Recently completed multiple high profile Fairness Opinion & Special Unconflicted, clients are no longer receiving from larger firmsUnbiased, Focused on providing high-quality, unbiased advice that we believe Advice and the Company’s public shareholdersUncompromised Moelis will work solely in the best interests of the Special Committee Leading Technology advisory experience in the SaaS Applications and ERP sectors World-class M&A and Technology franchises with substantial Strong relationships & dialogue with leading industry playersFranchise Senior Level actively involved day-to-day on the transaction Bankers have extensive Special Committee experience and will be Attention Committee advisory assignments in the past five yearsCommitment and We have executed some of the largest and most complex Special Global Offices Experienced bulge bracket M&A professionals with boutique focus InvestmentEmployees ManagingBankers Average Years ofDirectors MDExperience Per [ 13 ]Former Sector & Product Heads

Ongoing Pending PendingPendingMarch 2016March 2016December 2015December 2015October 2015August 2015Recent Moelis & Company Technology Team Transactions Sale to Rizvi TraverseŁ159mmSale toStrategic InvestmentProject A2 $551mm Merger with leading Acquisition of Management, LLCAcquisition ofSale of Caller ID Assetsplc in acceleratedfrom€155mm Sale to$67.0bn$400mm$220mmSale of Sophos Group software company EMC Corporationtobookbuild offeringglobal hardware and Acquisition of Advisor Financial Advisor AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Exclusive Financial Exclusive FinancialExclusiveExclusiveExclusive Financial AdvisorFinancial AdvisorAdvisorFinancial Advisor $76mmJune 2015 June 2015 June 2015April 2015March 2015December 2014December 2014December 2014December 2014December 2014 $600mm Acquisition of Advisor Recapitalization bySale toSale of PaymentSale tofrom SantanderSale Strategic & IPO Sale to$3.6bn$233mmStrategic investment to$430mm Directors business toGroup andto the Board of Francisco PartnersGateway ServicesGroup, TelefónicaAcquisition of Exclusive Lead Financial ExclusiveExclusive FinancialFinancial Advisor toExclusiveExclusiveSale of CAP to$500mm IPO MasterCard October 2014 October 2014 Financial Advisor Advisor Financial AdvisorAdvisorElliott ManagementFinancial AdvisorFinancial May 2014May 2014March 2014March 2014February 2014December 2013December 2013November 2013AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor Sale of cars.com to Sale of 50% stake to Sale toSale toSale toAcquisition ofbusiness toSale of $2.5bn Sale toSale to$586mm$381mmSale of Voice Peering$180mm Enterasys ExclusiveExclusiveExclusiveExclusiveExclusive Networks to November M&A Advisor Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial 2013 August 2013 January 2013January 2013December 2012October 2012October 2012September 2012June 2012June 2012AdvisorFinancial AdvisorFinancial AdvisorM&A AdvisorM&A Advisor Equity capital raise for$74mmInvestment by$718mm $2bn Spin-off of Acquisition of Daisy LLC, an affiliatedSale toSale toAcquisition ofSale to Sale toSale to provider of digital music service ExclusiveAgent & M&A Beats ElectronicsPrivate Placement April 2012 March 2012 March 2012September 2011June 2011May 2011March 2011October 2010November Strategic Advisor M&A Advisor Financial AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorAdvisorM&A Advisor20092008 Sale of equity interest$300mm $600mm $391mm$120mm$976mm$163mm$173mm$127mm toCorporation toChurchill Downsproposal fromSale to Acquisition of Majority SaleAcquisition ofSale toSale toAcquisition ofin Packet VideoSale toUnsolicited Restructuring & Exclusive FinancialExclusive Financial Incorporated [ 14 ]M&A Advisor M&A Advisor M&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorAdvisorAdvisor

B. Moelis & Company Detailed Biographies

Moelis & Company’s Fully Committed Orlando Team Ken Moelis Moelis & Company’s seasoned and dedicated team is committed to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of Orlando E: [email protected] Prior to founding Moelis & Company, he worked at UBS from 2001 to Founder, Chairman, CEO Over 30 years of investment banking experience. 2007, where he was most recently President of UBS Investment Before joining UBS, Mr. T: +1 (310) 443-2333 / Bank and previously Joint Global Head of Investment BankingMoelis was Head of Corporate Finance at Donaldson, Lufkin & Jenrette, where he worked from 1990 through M: +1 (310) 991-1191 T: +1 (212) 883-3888 2000 and Donaldson, Lufkin & Jeff Raich 27 years of investment banking experience during which he established and led leading Jenrette sell-side M&A practices at UBS Investment Bank Head of M&A Selected transactions include Anheuser Busch’s sale to Founder, Co-President, Former Joint Global Head of M&A at UBS Investment InBev; Harrah’s sale to Apollo and TPG; Invitrogen’s acquisition of AppliedBank T: +1 (310) 443-2345 Univision Communications’ sale to a private equity consortium; E: [email protected] Biosystems; Nalco’s sale to Blackstone and Apollo; Petco’s sale to Leonard Green & Partners; Univar’s sale to Clayton, Dublier & Rice;Dermalogica’s sale to Unilever; California Pizza Kitchen’s sale to M: +1 (310) 780-2855 Securities; Primedia’s sale to TPG; Smile Brands’ sale to Welsh, Carson, Anderson & Stowe; Van Houtte’s sale to Green Golden Gate Capital; Air Medical Group’s sale to Bain; Aspen Dental’s sale to Leonard Green & Partners; GenTek’s sale to American Mountain Coffee Dan Lee 17 years of investment banking experience Roasters; and Waggin’ Train’s sale to Nestlé E: [email protected] Former Head of UBS Managing Director Previously a Managing Director in the M&A Group at Macquarie Capital and Investment Bank’s West Coast M&A Group Co-Head of the Fairness Opinion Committee Lakes Entertainment with Golden Gaming; MIF take-private of WCA Waste; MTR Gaming merger with Eldorado Resorts; sale of WMST: +1 (310) 443-2375 Selected transactions include Bally Technologies’ sale to Scientific Games; MModal’s take-private by One Equity Partners; merger of acquisition of Citadel Broadcasting by Cumulus Media; Southwire’s take-private of Coleman M: +1 (310) 443-2334 Industries to Scientific Games; Napster’s sale to Best Buy; Rent.com’s sale to eBay; SHFL Entertainment’s sale to Bally Technologies;Cable; and Restoration Hardware’s sale to Osamu Watanabe Catterton Partners Provides legal advice on transactions requiring fairness opinions in his current roleGeneral Counsel Over 28 years of industry experience T: +1 (212) 883-3835 GRP Partners, a venture capital fund affiliated with E: [email protected] Previously held senior positions at Sagent Advisors, UBS, Credit Suisse and Donaldson, Lufkin & Jenrette, including General Counsel Donaldson, Lufkin & Jenrette to Judicial Clerkship—Honorable Morey L. Sear, M: +1 (310) 892-7454 Previously Special Counsel at Federal District CourtSullivan & Cromwell 1986-1996 [ 16 ]SENIOR SPONSORSHIP TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORYLEGAL / FAIRNESS OPINION

Moelis & Company’s seasoned and dedicated team is committed to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of Moelis & Company’s Fully Committed Orlando Team (Cont’d) Orlando Managing DirectorStu Goldstein +1 (310) [email protected] Christopher Foss+1 (650) 793-1229 [email protected] Vice President +1 (818) 653-3677+1 (310) 443-2321 Senior Vice PresidentAbhinav Gattani +44 (0) 207 634 [email protected] Jamie Howard+44 (0) 7587 181 921 [email protected] +1 (310) 251-0692+1 (310) 443-2372 Previously Head of West Coast Tech Investment Banking Group at Citigroup20 years of investment banking experience Networks’ carve out sale to Extreme Networks; Nokia’s joint venture with Siemens; Motorola’s sale of wireless broadband Selected transactions include PeopleSoft’s sale to Orlando; CDC Corporation’s carve out of CDC Software; Epicor Software’s sale to Apax Partners; SilverSky’s sale to BAE Systems; Compaq’s sale to HP; Enterasysbusinesses to Vector Capital Corporation; Flextronics’ acquisition of Solectron; JDA 10 years of investment banking experienceSoftware’s acquisition of Manugistics; MessageLab’s sale to Symantec; M-System’s sale to SanDisk; PlaceWare’s sale to Microsoft; and the sale of Brio Software to Hyperion Former Associate, Distressed and Corporate Investing at The Carlyle Group; former Analyst in Technology and Services Focus areas include Technology M&A and Software Investment Banking at UBS Investment Bank Blackstone; and F+W Media’s acquisition of New Track Media and its carve Selected transactions include Dell’s pending acquisition of EMC; Life Technologies’ sale to Thermo Fisher Scientific; AECOM’s acquisition of URS Corporation; Imperial’s sale of its structured settlements business toout of World Tea Former Associate in Global Technology Investment Banking at Citigroup and TMT Goldman Sachs10 years of investment banking experience Symantec; Catalyst’s sale of majority interest to FTV Capital; Enterasys Networks’ carve out sale to Extreme Networks; Thales SA’s Selected transactions include BMC Software’s sale to an investment consortium; SilverSky’s sale to BAE Systems; AppSense Holdings sale to LANDESK; Dell’s pending acquisition of EMC; MessageLabs sale toacquisition of Vormetric, Inc.; NTT’s acquisition of Solutionary; Secure 2 years of investment banking experienceComputing’s sale to McAfee; Riverbed’s sale to a PE consortium; EMC’s acquisition of VMW; and The Abraaj Group’s sale of a 49% stake in Network International Senior Consultant at Deloitte in its Financial Advisory Services practice prior to joining Moelis & CompanySpecializes in M&A advisory across a broad range of industries, including Technology Sale to Foundation Building MaterialsSelected transactions include Dell’s pending acquisition of EMC; Dermalogica’s Sale to Unilever; and Great Western Building Materials’ [ 17 ]SENIOR SPONSORSHIP TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORY LEGAL / FAIRNESS OPINION

C. Napa Situation Overview

Napa Observations Napa is the world’s leading pure-play SaaS provider of cloud-based ERP software toolsNapa’s attractive offering and growth profile is well positioned to benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem Cloud ERP system provides SMBs a compelling value proposition vs. traditional delivery methodsPositioned to benefit from highly attractive market dynamics Demonstrated decade of sustained revenue growthSuccessful track record of integrating tuck-in acquisitions [ 19 ]A transaction between Orlando and Napa could bring several attractive elements together

A transaction between Orlando and Napa could bring several attractive elements togetherPreliminary Observations Regarding a Potential Transaction Potential to Expand Offers the ability for the combined business to be a strong participant in both on-premise and SaaS applications in On-Premise to Orlando Fusion ERP Cloud has nearly 2,000 customers worldwideLeadership Position Orlando maintains a strong position within on-premise IT environments Napa has over 10,000 customers running more than 30,000 subsidiaries on its Cloud ERP platformCloud Applications Complementary Napa Brings Napa was born-in-the-cloud and has a 10 year head start over new industries globally competition with trust from leading brands across a variety of Capabilities Business ERP Brings comprehensive and integrated system for to among other areas running business in the cloud: ERP, SRP, financial management, and eCommerce Cloud Offerings Orlando’s business intelligence, middleware and database offerings can bring Orlando’s Public additional value to Napa customers Offers Orlando A business combination would comprehensively the TAM into the SME address the needs of both large and mid-sized businesses and expand Orlando’s Two-tier ERP Target Orlando Fusion on-premise and Cloud ERP for large enterprises and HQ Ability to Provide a operations Orlando can drive accelerated penetration of Napa Solution Leverage Napa Cloud ERP suite for midsized businesses and One World into its large base using this two-tier structuredivisions or subsidiary operations Well-positioned to take advantage of a broad target market spanning U.S. Enterprise & Significant greenfield opportunity in SMB market for ERP systems, with an estimated 50% untapped market opportunityMid-Market SMBs, as well as the shift Industry and Unites Dynamic towards the cloud (growing multiples faster than the worldwide IT market) Napa’s recurring revenue grew 33% YoY in 2015, with the gross margin on that revenue Financial Profiles Each standalone platform possesses attractive financial attributes exceeding 85% Napa would benefit from Orlando’s global infrastructure, business scale, deep Orlando’s cloud and on-premise software revenues are ~$29bn over the last twelve monthsverticalized domain expertise and partner ecosystem Sources: Gartner, IDC, Wall Street Research, company press releases[ 20 ]

BUSINESS OVERVIEWNapa At A Glance Used by 10,000+ companies across 100+ countriesWorld’s leading pure-play Software-as-a-Service (SaaS) provider of cloud- based financials / enterprise resource planning (ERP) software suites Offerings cover a broad group of Suite of applications meets financial management, CRM, eCommerce and retail management, commerce marketing automation, industries including wholesale / distribution, consulting, computer and IT services, e-commerce and retail, financial services, healthcare services, and educationProfessional Services Automation (PSA), and Human Capital Management needs Founded in 1998 Became publicly listed in 2007and headquartered in San Mateo, CA, Napa employs 4,600+ people and has offices in 12 countries ERP SRPNAPA OFFERING – ONE SYSTEM FOR THE ENTERPRISE Management ManagementWarehouse Project Customer ManagementCORE BUSINESS Inventory ResourceOrder Management Billing ManagementManagement Global Financial Management Management Manufacturing Time & ExpenseRevenue Management Management AccountingSupply Chain Project Note: All information on Napa based solely on publicly available information; data as of 4/15/16Sources: Capital IQ, Company Filings, Company Website Per Wall Street ResearchNon-GAAP measures Fiscal Year Ending December 31,SUMMARY FINANCIALS Revenue $414.5 $556.3$741.1$966.6$1,216.9($ in millions) 2013A 2014A2015A2016E ²2017E ² Gross Profit ¹ $294.3 $398.1$520.6$681.7$871.0% Growth 34.2% 34.2%33.2%30.4%25.9% EBITDA ¹ $39.3 $48.9$52.1$70.3$88.5% Gross Margin 71.0% 71.6%70.2%70.5%71.6% Net Income ¹ $19.9 $25.0$17.7$33.8$48.0% EBITDA Margin 9.5% 8.8%7.0%7.3%7.3% VALUATION SUMMARY % Margin 4.8% 4.5%2.4%3.5%3.9% Current Share Price (04/15/16) $71.75($ in millions, except per share data) Premium to 52-Week Low 38.6%Discount to 52-Week High (30.0%) Market Capitalization $5,972.4Shares Outstanding 83.239 Less: Cash (364.7)Plus: Debt $283.9 Enterprise Value $5,891.6Plus: Minority Interest — TEV / FY2016E Revenue $966.66.1x StatisticMultiple TEV / FY2016E EBITDA $70.3N/MTEV / FY2017E Revenue $1,216.94.8x FY2016E P/E $0.41N/MTEV / FY2017E EBITDA $88.5N/M [ 21 ]FY2017E P/E $0.57N/M

Cloud delivery of ERP systems meaningfully expands the addressable market for ERP systems Summary of Current Cloud ERP Market Dynamics historically ESTIMATED ERP MARKET TRENDS ILLUSTRATIVE ERP TOTAL ADDRESSABLE MARKETserved by traditional, on-premise models $66.1 ($ in billions) $53.5 >1,000 employeesERP EnterpriseOn-Premise Premise ERP CAGR Market2% ‘16E – ‘19E On- ~9,000 firmsAddressable 100—1,000 employeesAddressable Mid-MarketCloud ERP 16% ~116,000 firmsMarket2016E—2019E Small ~6,00,000 firmsCloud ERP CAGR <100 employees Cloud ERP On-Premise2016E 2019E The product’s ability to expand the addressable market for ERP systems (greenfield opportunities)Overall Cloud ERP growth is expected to be driven by: The introduction of two-tier deploymentsDisplacements of historical on-premise solutions Sources: Company Filings, Company Website, Wall Street Research, IDC[ 22 ]

Unique Customer Value Proposition NAPA SOLUTION – ONE SYSTEM FOR THE Napa’s products offer a number of attractive benefits to customersENTERPRISE PERSPECTIVES ownership relative to historical delivery models Holistic delivery with visible billing model lowers total cost of One Faster time to deployment vs. on-premise (months, not years)CRM ERP Eliminates the upgrade cycle associated with on-premise systems Consolidates what was historically served by a fragmented vendorDatabase eCommerce landscape Napa Customer Base (Total # of Companies, Subs and Organizations)19+ Languages, 190+ Countries 24,000 30,000+ 16,000 20,000 2010A 2011A2012A2013A2014A2015A10,000 12,000 drive rapid adoption by companies of all sizes and across a range of industries The value proposition associated with the Company’s offering has helped Sources: Company Filings, Company Website [ 23 ]

Napa has expanded its product Acquisition History offering through a number of recent acquisitions Napa’s strategy has been to focus on Since 2008, Napa has successfully acquired 11 businesses for targets that may expand its suite of offerings, geographic reach, or that can be leveraged across its customer baseaggregate consideration of over $400mm in implied enterprise value TRANSACTION VALUEA number of the Company’s acquisitions were consummated with its solution providers and partners ($MM)TARGET ANNOUNCE DATEVERTICAL / SOLUTION August 2015Billing / Payment Automation$35 March 2016ManufacturingN/A July 2014Europe$50 April 2015Commerce Marketing Automation$200 May 2013OMS$28 October 2013HCM$25 January 2013POS / Retail$6 March 2013CMSN/A May 2008PSA$33 July 2009PSA$19 Sources: Capital IQ, Company filings [ 24 ]

Selected Historical Financial Metrics $1,216.9($ in millions) $741.1 $966.6 $414.5 $556.3 $236.3 $308.8 69.5% 71.9% 73.3%72.5%71.0%71.6%70.2%70.5%71.6%$166.5 $193.1 1.9% 2.9%3.6%4.0%5.4% 5.3%7.2%5.7%5.2% Revenue% Gross Margin ¹% EBIT Margin ¹2009A 2010A 2011A2012A2013A2014A2015A2016E ²2017E ² Sources: Capital IQ, Company Filings, Company WebsiteNapa has demonstrated a decade of sustained revenue growth 2. Per Wall Street Research1. Non-GAAP measures [ 25 ]

LTM STOCK PRICE PERFORMANCE Annotated LTM Share Price Performance $100 1 3$110 5.0 $90 24.0 456 Napa$80 TRADING PERFORMANCE Price Current $71.758(mm)$70 73.0 c k 30-Day Average $68.71$60 $50 2.0 VolumeSto 90-Day Average 64.31 $40 52-Week High 102.461-Year Average 83.62 $30 1.052-Week Low 51.75 $10 0.0$20 VolumeStock Price4/17/15 5/17/15 6/17/157/17/158/17/159/17/1510/17/1511/17/1512/17/151/17/162/17/163/17/164/15/16 April 30, 2015: Shares Rise as Salesforce.com Reportedly Hires Bankers to Evaluate April 23, 2015: Announces First Quarter 2015 Financial Results (beat analyst expectations); Signs Definitive Agreement to Takeover Offers Acquire Bronto Software June 9, 2015: Completes Acquisition of Bronto SoftwareMay 6, 2015: Announces World’s First End- to-End Cloud Business Management Mobile App for Android Smartphones October 22, 2015: Announces Third Quarter 2015 Financial Results (beat analyst expectations)July 23, 2015: Announces Second Quarter 2015 Financial Results (missed analyst expectations); Appoints Jim McGeever as President February 5, 2016: Cloud-Based Shares Drop Following Tableau’s Forecasted Industry SoftnessJanuary 28, 2016: Announces Fourth Quarter and Fiscal 2015 Financial Results (beat analyst expectations) Note: All information on Napa based solely on publicly available information; data as of 4/15/16Source: Company Website, Capital IQ [ 26 ]

This presentation has been prepared by Disclaimer Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board of verifying the information herein, Moelis makes no representation or warranty as to the accuracy, completeness or reasonableness of the Directors of Orlando Corporation (“Orlando” or the “Company”) in considering the transaction described herein based on publicly available information. Moelis has not assumed any responsibility for independentlyinformation herein and Moelis disclaims any liability with respect to the prepared based on publicly available information. This presentation speaks only as of its date and Moelis assumes no obligation to update it or to advise any person that its conclusions or advice has changed.information herein. In this presentation, Moelis has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which were should make its own independent business decision based on all other information, advice and the recipient’s own judgment. This This presentation is solely for informational purposes. This presentation is not intended to provide any basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipientpresentation is not an offer to sell or a solicitation of an indication of interest to purchase Moelis provides mergers and acquisitions, any security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any restructuring and other advisory services to clients and its affiliates manage private investment partnerships. Its personnel may make statements or provide advice that isinvestment. Moelis does not offer tax, accounting or legal advice. presentation. Moelis may have advised, may seek to advise and may in the future advise or invest in companies contrary to information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in thismentioned in this presentation. [ 27 ]This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.

Moelis & Company LLC is a Contact Information U.S.-registered broker dealer and a member of FINRA & SIPC. 1999 Avenue of the Stars, Suite 1900Moelis & Company LLC Tel: (310) 443-2300Los Angeles, CA 90067 New York, NY 10022399 Park Avenue, 5th Floor [ 28 ]Tel: (212) 883-3800 Exhibit (c)(9)

STRICTLY CONFIDENTIAL Presentation to the Special Committee of the Board of DirectorsProject Napa May 20, 2016Overview of Cloud ERP Opportunity – Strategic Rationale for Napa Transaction

This presentation has been prepared by Disclaimer Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board of verifying the information herein, Moelis makes no representation or warranty as to the accuracy, completeness or reasonableness of the Directors of Orlando Corporation (“Orlando” or the “Company”) in considering the transaction described herein based on publicly available information. Moelis has not assumed any responsibility for independentlyinformation herein and Moelis disclaims any liability with respect to the prepared based on publicly available information. This presentation speaks only as of its date and Moelis assumes no obligation to update it or to advise any person that its conclusions or advice has changed.information herein. In this presentation, Moelis has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which were should make its own independent business decision based on all other information, advice and the recipient’s own judgment. This This presentation is solely for informational purposes. This presentation is not intended to provide any basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipientpresentation is not an offer to sell or a solicitation of an indication of interest to purchase Moelis provides mergers and acquisitions, any security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any restructuring and other advisory services to clients and its affiliates manage private investment partnerships. Its personnel may make statements or provide advice that isinvestment. Moelis does not offer tax, accounting or legal advice. presentation. Moelis may have advised, may seek to advise and may in the future advise or invest in companies contrary to information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in thismentioned in this presentation. [ 1 ]This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.

Moelis is pleased to meet with Executive Summary the Special Committee of the Board of Directors of Orlando to discuss Project Napa The market for these services is rapidly evolving, Database, middleware and application software are key products / markets for Orlandowith cloud disrupting traditional on-premise delivery models Maintaining a leading position in ERP application software is a strategic imperative for OrlandoOrlando has successfully transitioned its middleware, database, and applications (CRM, HCM) capabilities, but lacks a broad Cloud ERP offering Competitors are likely to look to strengthen their Cloud ERP positions, making timing a key considerationNapa could directly address the Orlando shortcomings in Cloud ERP [ 2 ]Addressing Orlando’s shortcomings in Cloud ERP should be viewed as a strategic imperative

Why is Cloud ERP a Strategic Opportunity for Orlando? ERP is the largest and one of the stickiest application software types, with favorable secular tailwindsBuilding a leading presence in Cloud ERP can help Orlando in holistically serving the broader ERP market and in further strengthening its IaaS and PaaS business capabilities Strong SaaS presence in ERP creates strategic cross-selling opportunities for complementary products such as PaaS and Cloud ERP strength would position Orlando to more broadly serve the larger ERP market IaaS Longer-term product pipeline dependent on penetrating broader market once meaningfully scaledGives Orlando a better ‘seat at the table’ as customers make decisions on long-term ERP strategy [ 3 ]A comprehensive suite of ERP offerings – both on-premise and SaaS – gives Orlando the potential to become an end-to-end winner for all customer ERP needs

Why Now? Corporate IT environments continue to rapidly move towards the Cloud, across Corporate IT spending is rapidly moving towards the Cloud [***] [***] applications, infrastructure, and platform offerings Customer decision making increasingly focused on vendor consolidation, posing a risk for Orlando[***] Significant investment and time required by Orlando to further refine and develop its Cloud ERP offering may necessitate Competitors are currently building upon and are likely to aggressively pursue Cloud ERP offerings an acquisition given the importance of sector and competitive dynamics with the Securities and Exchange Commission. [ 4 ][***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately

Napa would complement Orlando’s Why Napa? ERP offering and provide a number of benefits Significant investment to date, with an established brand and attractive presence in key Napa is a leading pure-play SaaS provider of cloud-based ERP software applications verticals Established sales force with capabilities in serving customers with specialized requirementsOffering ideally suited to allow Orlando to provide a two-tier ERP solution Opportunity for cost savings and reduced integration costs given platform is built on Java andPotential to attach Orlando PaaS (database and middleware) and IaaS offerings to Napa sales [ 5 ]Orlando database technology

Select Potential Napa / Transaction Risks Napa Moelis has historically not been profitable on a GAAP basisbelieves the following considerations should be evaluated in the context of a potential Napa transaction Potential competitive pressures, from New account growth is expected to be heavily dependent on other SaaS providers and other on-premise providers, may impact the ability to win new accounts and pricingthe ability to scale the Company’s sales force and channel partners Napa is believed to be pursuing a number of new offerings, which may require significant investmentWhile analysts project that the market for Cloud ERP will grow meaningfully, a potential for slower adoption levels exists [ 6 ]A transaction may expose the Company to potential integration risks, including brand confusion, employee turnover, and customer account turnover

I. Why Now?

Orlando Overview BUSINESS OVERVIEWOrlando’s products and services address all aspects of the corporate IT environment with a heavy emphasis on on-premise database and applications software Offerings also include cloud infrastructure software and hardware systemsLeading provider of database, middleware and application software Building business beyond on-premise softwareRecognized as an innovator in on-premise software 1 Includes all 400,000 customers in 145 countriesFortune 100 companies Per Wall Street ResearchSources: Orlando Filings, Wall Street Research Macquarie Research as of 3/3/16Orlando November 2015 Annual Stockholders Meeting Presentation 9% On-Premise SoftwareFY 2015 REVENUE BY BUSINESS DISTRIBUTION 2 Cloud14% (Products & Support)5% Hardware Systems Cloud 72% Servicesrepresents ~5% of Orlando’s current business Estimated On-Premise DatabaseFY 2015 ESTIMATED SOFTWARE REVENUE BREAKDOWN 3 7% Revenues Software Revenues12% Estimated On-Premise Application Revenues 46%Estimated On-Premise Middleware PaaS & IaaS)34% Reported Cloud Revenues (SaaS, [ 8 ]Software business is heavily focused on on-premise database and application software (~80% in FY 2015)

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately around on-premise with the Securities and Exchange Commission. Orlando’s ERP Profile [***] ORLANDO ERP OVERVIEW 3-YEAR ON-PREMISE ERP LICENSE SOFTWARE PERFORMANCE ($ in millions) ERP heavily focusedofferings FY 2013: [***] of ERP revenue FY 2014: [***] of ERP revenue [***] FY 2015: [***] of ERP revenue [***] ¹ Maintenance continues to be an attractive business FY2013A FY2014A FY2014A FY2015A Source: Orlando Management [ 9 ] 1. [***] based on FY 2013 – FY 2015 data 2. ARR is FY2015A Cloud-based ERP accounted for [***] on 3-YEAR CLOUD ERP ARR ² an annualized revenue basis as of FY 2015 ($ in millions) Offering viewed as well-suited for complex environments [***] FY2013A“Annual Renewable Revenue,” which is the booking value of the first year of a subscription contract

Orlando Market Share (On-Premise vs. Cloud) On-PremiseWhile Orlando has earned and maintained its #1 or #2 market position in on-premise applications and middleware / databases, it maintains a much smaller presence in the new cloud ecosystem MARKET SHARE (CY H1 2015) ¹ MARKET SHARE (CY 2014) ²ON-PREMISE ENTERPRISE APPLICATION RELATIONAL DATABASE MGMT. SYSTEM 4%8%SAP, 10% Teradata,All Other, 8% SAP, 6%Orlando, Microsoft, 46% Orlando, 3% IBM, 16% 76% Microsoft,All Other, Intuit, 3% Cloud 20% MARKET SHARE (CY H1 2015) ¹ PAAS MARKET SHARE (CY H1 2015) ¹SAAS-BASED ENTERPRISE APPLICATION STRUCTURED DATA MGMT. 14% 28%Salesforce, Microsoft, 41%Intuit, 10% All Other, All SAP, 7% Other, Orlando, Orlando, 23%65% 5% 1%Amazon, 3%Google, 4% Informatica, Credit Suisse Research as of 4/14/16, via IDC and Credit SuisseSources: Orlando Filings, Gartner, IDC, Wall Street Research BMO Macquarie Research as of 3/3/16, via IDCResearch as of 1/7/16, via IDC IBM, 29%MIDDLEWARE MARKET SHARE (CY 2014) ³ 43% All Other, TIBCO, SAP, 2% Orlando,2% 14% AG, 2% 3%5%Software Salesforce, Microsoft, All IAAS MARKET SHARE (CY H1 2015) ¹Other, Amazon,37% Orlando, 42% Google, <2% 2% Microsoft, Aliyun, 2% Rackspace, IBM, 5% 5% [ 10 ] 5%

Illustrative Customer Approaches to Software and Infrastructure Shifting Dynamics in Customer IT EnvironmentsElements of the cloud are playing a greater role in IT environments (Servers)(Systems) (Databases)TRADITIONAL IaaSCustomer acquires and provisions hardware and software which is maintained in-house Customer acquires applications, middleware and databases, however outsources infrastructure(Servers) (Servers) (Databases)IaaS + PaaS IaaS + PaaS + SaaSCustomer supports applications, but outsources databases and middleware Early No in-house development or managementadopters have often had streamlined needs MiddlewareMiddlewareMiddlewareMiddleware ApplicationsApplicationsApplicationsApplications Operating SystemOperating SystemOperating SystemOperating SystemOffering DatabaseDatabaseDatabaseDatabase ServersServersServersServersApplicable Virtual MachinesVirtual MachinesVirtual MachinesVirtual Machines In-House Third Party StorageStorageStorageStorage Sources: Orlando Filings, Wall Street Research [ 11 ]

SaaS, PaaS, and IaaS are all expected to grow rapidlySpending is Projected to Grow Across the Cloud Landscape Greater flexibility from reduced up-front infrastructure One-stop IT offerings that provide backup / storage,Companies are moving towards cloud-based solutions for a number of reasons: Faster go-to-market and seamless update capabilities Greater coverage of off-premise connected costs (OpEx preferred to CapEx) security, IT infrastructure, in customizable formats devices like PROJECTED GLOBAL PUBLIC CLOUD MARKET SIZE 1 CLOUD ADOPTION TRENDS 2 mobile and tablet $121.1($ in billions) 77% 88% 89%93% 95% 63% $78.671% $57.5 58% $5.9 $24.6$42.9 $17.9 2014 2018Public Cloud ³Private CloudHybrid CloudAny Cloud$8.7 As IaaS PaaS SaaS20152016in the on-premise world, SaaS is the biggest portion Sources: The 451 Group, Gartner, IDC, RightScale, Wall Street (apps) of spend Research 2. RightScale 2016 State of the Cloud Report 1. BMO Research as of 1/7/16, via IDC (API) endpoin 3. Defined by RightScale as “a similar set of resources that can be shared by multiple companies, is multi-tenant, and is provided by a cloud vendor with access via an Application Programming Interface 5. Defined by RightScale as “An environment that spans one 4. Defined by RightScale as “A collection of compute, storage, and network resources for a single tenant that are accessed programmatically via an API or more public clouds as well as one or more private clouds” endpoint” [ 12 ]

Cloud IT Spending is Expected to Continue Increasing Across All Major Applications 15% CAGR for public cloud offerings that span ERP, CRM, and HCM 1The market is expected to continue shifting towards cloud offerings during the next several years Public Cloud Penetration Over Time 22% CAGR for the same on-premise offerings 1 35% 2014 3 2016 3 2018 3 46% 41% 59% 54% Cloud Cloud Cloud65% Existing Total On-Premise / Other Total On-Premise / Other Total On-Premise / Otheron-premise leaders risk losing market share if they do not adapt to the shift in IT preferences 1. CAGRs represent growth rates from 2014 to 2018Sources: IDC, Wall Street Research 3. Macquarie Research as of 3/2/16, via IDC market estimates2. Represents on-premise vs. public cloud total spend across ERP, CRM and HCM [ 13 ]

Cloud Landscape Overview No one party has a dominant stack offering in the cloudSaaS CLOUD COMPETITIVE LANDSCAPE AND OBSERVATIONS SaaS is projected to be the largest slice of the cloud market Cloud providers may look to expand into adjacent offerings Vertical and functional expertise will likely drive adoptionPaaS Salesforce, Workday, Napa, etc. Includes on-premise providers rewriting their code, or entrants such as IaaS Includes: IBM, Orlando, SAP, Microsoft, and Salesforce PaaS leaders are well-capitalized and could enter adjacencies Includes: Amazon, Google and Microsoft Azure IaaS leaders are expected to put pressure on pricing [ 14 ]A market-leading position in SaaS is expected to be necessary in order to drive cloud leadership

Sources: Orlando and Napa Filings, Wall Street Research Cloud delivery expands ERP Market Observationsthe addressable market for ERP systems historically served by on-premise models “[ERP] is probably the stickiest application category…this matters because customer lifetimes are long and the March 3, 2016 value that can be extracted is high” ESTIMATED ERP MARKET SIZE & GROWTH ¹“It seems likely that as the cloud trend accelerates…a more competitive [ERP] response will be necessary” as “rapidly growing alternatives” emerge ($ in billions) NAPA’S VIEW OF ITS ADDRESSABLE MARKET ² Enterprise$66.1 ~9,000 firms$53.5 >1,000 employees On-Premise ERP CAGR56.7% 2% 65.8% Mid-Markettarget market Napa’s proclaimed ~116,000 firmsstrong presence here 100—1,000 employees Microsoft possesses a 16%fragmented market (15%) within a highly 34.2% Small43.3% Cloud ERP CAGR ~6,000,000 firms <100 employees Public Cloud ERP On-Premise2016E 2019E Sources: Napa and Orlando Filings, Napa Website, Wall ERP application is a critical product category for Orlando, necessitating a strong offering in both on-premise and Street Research, IDC cloud delivery opportunities 2. Napa Q1 2016 Investor Presentation1. Macquarie Research as of 3/2/16, via IDC [ 15 ]

Cloud ERP Competitive Perspectives Industry participants continue to increasingly focus on Cloud ERP, given the attractive market [Graphic Appears Here] trends and the ability to deliver additional solutions into the customer base Early Cloud ERP LeadersLeading companies with strong financial positions are actively pursuing Cloud ERP strategies Cloud ‘False Starts’Other Cloud Application Leaders [ 16 ]The Cloud ERP market is currently a clear strategic focus for many well-capitalized competitors, making timing a real consideration Orlando’s Current Cloud ERP CapabilitiesSources: Napa Filings, Napa Website, Wall Street Research, IDC

[***]Orlando’s Current Cloud ERP Capabilities Built on Java frameworkBroad Cloud ERP suite Offering built out of JDE acquisition that occurred over 10 years ago and has been continuously refined since Vertical presence in healthcare, education, and food & beverage, among other areasViewed in the market as best suited for customers that require diverse functionality ORLANDO FUSION APPLICATIONS PRODUCT FAMILIESDeep range of application and product complements to cross-sell to its expanding customer base Sources: Orlando Management[***] with the Securities and Exchange Commission. [ [***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately17 ]

Research analysts have highlighted the shift in IT preferences, as well as Orlando’s current cloud capabilitiesSelected Wall Street Commentary on Orlando’s Cloud / SaaS Offerings “Decelerating SaaS/PaaS billings and lower cloud-related capex suggests Orlando’s Cloud transition is slowing…aBroker Select Commentary “While a slower Cloud transition should ease pressure on near-term shallower Cloud transition…may leave Orlando as a mainly legacy IT vendor in the new Cloud margins, we believe this could raise ongoingworld” March 24, 2016 Keith Weiss et al. investor concerns on the company’s secular positioning” as IT consumption preference shifts from traditional, “Orlando’s strength in database and middleware is countered by long-term uncertainty in on-premise solutions to public cloud models. This transition isapplications and hardware “Orlando has attempted to navigate this changing landscape via acquisitions and other still in its early stages but has already proven disruptive to certain legacy IT providers”architectural enhancements to March 16, Mark R Murphy et al. its offerings, but competitors such 2016 as salesforce.com and Workday have taken mindshare and market share” Brent Thill et al. “Orlando’s three main businesses (database, Orlando’s late transition to the cloud”apps and middleware) have been pressured by agile competitors and “Weakness has been tied to concerns around rising competition in the core database business, March 15, 2016 as well as Orlando’s Sarah Hindlian et al. has overall dependency on legacy software (applications, disrupted the traditional computing paradigm”database and middleware) in a world where cloud computing “Orlando’s weaker showing among the top 4 [enterprise software] vendors this year is not March 3, 2016 surprising, given the premise installed base” company’s tardiness to the cloud and the significant number of large and small competitors targeting its large, on- January 11, 2016 Troy Jensen “Orlando has an uphill battle in 2016 to maintain its leading [enterprise software] role” Source: Wall Street Research[ 18 ]

Merits of Pursuing Cloud ERP ERP is the largest and one of the stickiest application software types, with favorable secular tailwindsBuilding a leading presence in Cloud ERP can help Orlando in holistically serving the broader ERP market and in further leveraging its IaaS and PaaS business capabilities Strong SaaS presence in ERP creates strategic cross-selling opportunities for complementary products such as PaaS and IaaSCloud ERP strength would position Orlando to more broadly serve the larger ERP market Longer-term product pipeline dependent on penetrating broader market once meaningfully scaledGives Orlando a better ‘seat at the table’ as customers make decisions on long-term ERP strategy [ 19 ]A comprehensive suite of ERP offerings – both on-premise and SaaS – gives Orlando the potential to become an end-to-end winner for all customer ERP needs

II. Why Napa?

Napa at a Glance BUSINESS OVERVIEWNapa is a leading pure-play SaaS provider of cloud-based financials / ERP software suites Offerings cover a broad group of industries, with attractive positions in:Applications aim to address a defined set of customer requirements Wholesale / distribution Financial services Software E-commerce and retail Computer and IT services Education Consulting Healthcare services NAPA OFFERS A CENTRALIZED BUSINESS SOLUTIONFounded in 1998, Napa employs over 4,600 people in 12 countries Napa Helps Warehouse ProjectERP SRP CORE BUSINESSBusinesses Mgmt. Mgmt. Order ManagementCustomer Management Mgmt. Global Financial Inventory Resource Management Mgmt. Address their Revenue ManagementBilling Management Issues via aApplications Manufacturing Time & Expense Suite Mgmt. AccountingSingular Supply Chain Project [ 21 ]Offering

Sources: Napa Filings, Wall Street Research Napa’s strong cloud market position is evidenced by its steady revenue growth and Napa Historical Build increasing customer base ($ in millions) NAPA FISCAL YEAR ANNUAL REVENUE 1 $741 $965 $556Napa IPO $309 $415 $67 $109 $152$167$193$236 CUSTOMERS — TOTAL # OF COMPANIES, SUBS AND ORGANIZATIONS 2 2006A 2007A 2008A2009A2010A2011A2012A2013A2014A2015A2016E 24,000 30,000+ 16,000 20,000 10,000 12,000 <5,300 ~7,700³ 5,600 6,600 Sources: Napa Filings, Wall Street Research 2006 2007 20082009201020112012201320142015 2. Based on Napa Q1 2016 Investor Presentation for 2010 – 2015 totals and Napa filings and earnings calls prior to 1. Napa Q1 2016 Investor Presentation that 4. Total based on 3. Approximately 5,300 active Napa customers as of 3/31/07 per S1 filed 7/2/07, Napa’s stated new customers added per quarter in 2009 (per Napa earnings calls) and its year-end 2008 active customers (per Napa’s 12/31/2008 10-K) therefore assumed that Napa had less customers in 2006 [ 22 ]

[Graphic Napa’s Investment in the CloudAppears Here] NAPA PRODUCT Over the past 18 years Napa has spent over $2.1bn to develop its product, establish its brand, DEVELOPMENT AND SALES & MARKETING SPEND SINCE 2004 1and build its current customer base of over 30,000 companies / subsidiaries in over 160 countries $2,157($ in millions) dates back to 2004 (as it IPO’d in 2007), therefore Note that Napa’s publicly available information $1,633 of operations $1,235these figures do not encompass the first six years $740 $947 $448 $576 $245 $344 $99$524 $164 $35 $64$65$82$98$105$128$164$207$35 $288$398 Annual Product Development + Sales & Marketing SpendCumulative Product Development + Sales & Marketing Spend2004 20052006200720082009201020112012201320142015 Product Development $8 $25$21$24$22$29$35$44$53$78$107$136Annual Spend (mm): Total $35 $64$65$82$98$105$128$164$207$288$398$524Sales and Marketing 27 394458777693120154210291389 Product Employees: Development NA NANA76 ²1181351652393935928351,058 Total NA Sales and Marketing NA NANA226 ²3142743473845187169851,394NANA302 ²4324095126239111,3081,8202,452 1. Includes stock-based compensation, amortization of acquisition-related intangibles, transaction costs for business Source: Napa Filings combinations, costs associated with a patent dispute settlement, non-cash 2. As of 9/30/07 per 424B4 filed 12/20/07 interest expense on convertible debt and income tax benefits as allocated to the Product Development and Sales & Marketing expense categories over time [ 23 ]

Selected Wall Street Commentary on Napa’s Cloud / SaaS Offerings Broker Select CommentaryAnalysts have highlighted Napa’s competitive advantage in its cloud-based ERP solution sustainably growing segment of the market” “We believe fundamentals remain positive, and that Napa’s core ERP has carved out a competitively differentiated, May 17, 2016 Ross MacMillan et al. systems and modern Commerce-as-a-Service platforms will increasingly gain popularity among “We continue to view Napa as a unique asset that holds significant competitive advantages and believe two-tier ERPbusinesses worldwide, April 29, 2016 Philip Winslow et al. which should benefit OneWorld and SuiteCommerce, respectively” competition with Orlando]…we clearly view Napa as having a “We believe Napa is facing increased pressure at both the upper and lower ends of the market superior product and value proposition…”[via increased April 1, 2016 Alex Zukin et al. the product with a robust ecosystem, we believe it is advantaged by a significant competitive moat “Because Napa provides a very complex product – the core central system for running a business – and has fortifiedthat will drive January 29, 2016 Mark Murphy et al. sustainable multi-year growth” installation. We believe this has been a sweet spot for Napa and a major area of the “Organizations are looking to adopt a two-tier ERP strategy by using a SaaS solution to complement a core ERPcompany’s growth. We think this September 10, Joel Fishbein et al. can continue based on 2015 Napa’s early mover advantage and differentiated product offering…” Source: Wall Street Research[ 24 ]

Select SaaS Landscape Orlando NapaNapa maintains an attractive market position in Cloud ERP, possesses meaningful scale and is a potentially actionable opportunity for Orlando position in Cloud ERPposition inposition inposition inpremise ERPpremise Attractive Broader Attractive Attractive Attractive Legacy on- Legacy on- Cloud ERPERPcapabilities premise financialmfg.legacy on- capabilitiesCloud CRMCloud HRMlower-endcapabilitiescapabilitiesfocused on Description innovatorCloud ERP viadevelopingexpandingexpanding Lacks scaledelivery Viewed as Participates in Viewed asapplications Broadly Broadly cloud brandForcecapabilitiescapabilitiesapplicationapplicationBuilding with strongFinancialCloud ERP Lacks broadercloudcloud Key Market Cap: Market Cap:Market Cap:Market Cap:Market Cap:Market Cap:Market Cap:Market Cap:capabilities partnershipcapabilitiescapabilities Statistics TEV / CY16E Rev: TEV / CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev:TEV / Financial ~$168.4bn ~$6.5bn~$54.5bn~$15.7bn~$9.3bnPrivatePrivatePrivate CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev: Software,Non-profit,4.2x 6.7x6.8x9.2x4.3xn/an/an/a wholesale/Healthcare, Consumer,education, govt.,Food & beverage,Distribution, distribution,Priority education, food healthcare,services,Manufacturing,healthcare,retail, manufacturing,Vertical & beverage, financial,financial,distribution, andhospitality,manufacturing,Manufacturing services, retail,Presence communication, manufacturing,hospitality,servicesmanufacturing,and lumber / non-profittechnologyetc. media, retail, etc.healthcare,etc.building Note: Market data as of 5/18/16Sources: Wall Street Research, Company Websites, Gartner [ 25 ]

Select SaaS Landscape (Cont’d) Orlando NapaNapa maintains an attractive market position in Cloud ERP, possesses meaningful scale and is a potentially actionable opportunity for Orlando viewed as head-startleaderleaderfocused on aapplicationsfocused onis composed Fusion ERP is 14+ year CRM SaaS HCM SaaS Strategically Rewrote Offerings SaaS platform working to strong Cloudproductmidsize ERPnarrow focusmfg. offeringsdeveloping / gives it a Developed a HCMsales andto better serveentities withentirely of enhance its ERP positionapplicationsacross a rangestrategy thatmarket Actively number ofdeployed parties withofferings to expandof industries,caters to Recent HCMpromoting solution for CRM within HCM viewedby integrationfrom on-Observations Viewed as a beyond legacyfinancialsnarrow focusdeals, drivenmigration as a second-companies customer base Informallyof acquisitionspremise to needs cloud-basedNexus) andwith complex Financialtier solution toreleased(e.g., GTCloud ERP as competitive(e.g., Sage X3,ERP base Force viewedlegacy ERPERP optionsselling into its Cloud ERP Pure-play Size / Actionability Legacy Primarily an Primarily an Vertical focus to ERPSage One, etc.) growth and provider with Orlandogrowth withinapplicationsERP vendorERP vendorability tomarket SaaS ERPactionability Significantsellingon-premiseon-premisemay limit competitor inERP wouldcompetitive scalewith limitedbuilding outbuilding outleverage make timing a offering& marketingan acquisition,broad ERPofferingoffering Limited sizedynamics Attractivesales, service,likely requirecomplexity /its cloudits cloudplatform to build / number ofmaking afocus Financialproducts for aand scale infactor in how across abut not ERP,given HCMfunctionality Broad suite of Limited sizeand scale position entry abreadth ofindustries butAssessment defend market verticalsCloud ERPfocus limitswide range ofCloud ERP potentialofferingslacks deep Continuing to Limited customer basethreat Lacks scalefunctionality expandindustry focus marketnumber of keyacross cloud & addressableacross a Seeing growth purely in ERP verticalsapps, but not Sources: Wall Street Research, Company Websites, Gartner, Orlando Management [ 26 ]

Select Napa Transaction Observations The market for business applications and related services is rapidly evolvingNapa’s attractive offering and market position is suited to further benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem Further establishing Cloud ERP presence could bring a number of cross-selling opportunities as CONSIDERATIONS Players are quickly establishing themselves as leaders in Cloud ERP well as Would likely expand on-premise leadership position into Cloud ERP significant defensive benefits (e.g., prevent future disintermediation) In effect creates a two-tier ERP solution Accelerates ability to move beyond the on-premise ERP offering and truly complement the Fusion offerings other entities) and recurring revenue Brings large customer install base (over 10,000 companies running more than 30,000 subsidiaries and TRANSACTION ~5% of revenue coming from two-tier install bases todaySELECT More than 20 of the Fortune 100 companies are Napa customers, adopting a two-tier approach, with only Established brand with customers seeking a narrow functionality set, with expansive reseller relationshipsMERITS Allows Orlando to target Napa’s current customer base with an expanded suite of services (e.g., business intelligence, middleware, and database offerings) and global geographic reach Napa is built on Orlando’s technology and is therefore complementary with Orlando’s existing offerings (only 25% of Napa’s business Potential for workflow optimization and currently resides outside the U.S.) employee consolidation across overlapping business areas Source: Napa Filings[ 27 ]

Select Potential Napa / Transaction Risks Napa Moelis has historically not been profitable on a GAAP basisbelieves the following considerations should be evaluated in the context of a potential Napa transaction Potential competitive pressures, from New account growth is expected to be heavily dependent on other SaaS providers and other on-premise providers, may impact the ability to win new accounts and pricingthe ability to scale the Company’s sales force and channel partners Napa is believed to be pursuing a number of new offerings, which may require significant investmentWhile analysts project that the market for Cloud ERP will grow meaningfully, a potential for slower adoption levels exists [ 28 ]A transaction may expose the Company to potential integration risks, including brand confusion, employee turnover, and customer account turnover

Database, middleware and Summary Conclusions application software are key products / markets for Orlando Transitioning these services to the cloud is a critical strategic Cloud services continue to emerge as alternatives to traditional on-premise offeringsimperative for Orlando, and while it has the cloud middleware and database capabilities to do so, [***] Napa is a leading Cloud ERP provider [***][***] : [***]Competitors are likely to look to strengthen their Cloud ERP positions, making timing a key consideration [***] [***] We believe the strategic rationale for a Napa acquisition justifies further exploration of a possible transaction[***] with the Securities and Exchange Commission. [ 29 ][***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately

Moelis & Company LLC is a Contact Information U.S.-registered broker dealer and a member of FINRA & SIPC. 1999 Avenue of the Stars, Suite 1900Moelis & Company LLC Tel: (310) 443-2300Los Angeles, CA 90067 New York, NY 10022399 Park Avenue, 5th Floor [ 30 ]Tel: (212) 883-3800 Exhibit (c)(10)

STRICTLY CONFIDENTIAL Project Napa Presentation to the Special Committee of the Board of Directors Preliminary Financial Analysis May 27, 2016

Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board of Directors of Orlando Corporation (“Orlando” or the “Company”) in accuracy of such information, and disclaims any liability with respect to the information herein. In this presentation, Moelis, at the Company’s direction, has used certain projections, forecasts or other forward-lookingconsidering the transaction described herein based on information provided by the Company and upon information from third party sources. Moelis has not assumed any responsibility for independently verifying the direction, were prepared based on the statements with respect to the Company and/or other parties involved in the transaction which were provided to Moelis by the Company and/or such other parties and which Moelis has assumed, at the Company’sbest available estimates and judgments of the management of the Company and/or such other parties as to the future performance of the Company and/or such other parties. This provide the sole basis for any decision on any transaction and is not a recommendation with presentation is provided as of the date hereof and Moelis assumes no obligation to update it or correct any information herein. This presentation is solely for informational purposes. This presentation is not intended torespect to any transaction. The recipient should make its own independent business decision based on all other information, underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting, actuarial or legal advice. Absent advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an offer to buy any business, security, option, commodity, future, loan or currency. It is not a commitment toMoelis’ prior written consent, this material, whether in whole or in part, may and other financial advisory services to clients and affiliates of Moelis provide investment management services to clients. Personnel of Moelis or such affiliates may make statements not be copied, photocopied, or duplicated in any form by any means, or redistributed. Moelis and its related investment banking entities provide mergers and acquisitions, recapitalization, restructuring, corporate financeor provide advice that is contrary to or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Moelis and its affiliates may have advised, may seek toinformation included in this material. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in Moelis. [ 1 ]advise and may in the future advise or invest in companies referred to in this presentation. This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of

Executive Summary Moelis is pleased to meet with the Special Committee (the “Committee”) of the Board of Directors of Orlando to discuss its preliminary financial analysis and potential next steps for Project Napa § Moelis has performed an initial review of both public and private information sources to form its preliminary perspectives § Moelis would like to discuss the following areas with the Committee: 3 / 4 Preliminary review of public market perspectives on Napa 3 / 4 Preliminary Napa financial analysis 3 / 4 Potential next steps and tactics around a potential transaction [ 2 ]

Moelis, Orlando, Skadden and a representative from the Committee attended a management presentation with members of Napa and Qatalyst. The session covered a number of topics, including an overview of Napa’sBackground Moelis has held preliminary discussions with Orlando, Napa and its advisors, and has also reviewed a number of public and private information sources in forming its initial perspectives § On May 5, 2016 around Napa’s business highlights, a review of Napa’s go-to-market approach, and a review of Napa’s financials § On May 11, 2016 Moelis and Orlando held a telephonic discussion with Napa’s CFO to review a number of topicsfinancials and related business considerations § On May 23, 2016 Moelis and Orlando held a telephonic discussion to review Orlando’s preliminary financial model for Napa and assumptions underlying the projection set § Moelis held subsequent conference calls with members of Orlando and Qatalyst to discuss due diligence findings and the potential acquisition § In addition to the management presentation, due 3 3 diligence sessions and conference calls with the Napa and Orlando teams, Moelis reviewed: / 4 Publicly available business and financial information relating to Napa and Orlando 3 / 4 internal information relating to cost savings, synergies and related expenses expected to Information relating to the business, earnings, cash flow, assets, liabilities and prospects of Napa, including financial forecasts prepared by Orlando result from the transaction [ 3 ] / 4 Certain Orlando

I. Preliminary Public Market Perspectives

Napa Annotated 3-Year Share Price Performance $120 5.0 2 3 7 $110 1 8 $100 10 4.0 6 $90 5 9 13 $80 TRADING STATISTICS 3.0 11 e $70 Napa 4 (mm ) k Pric Volum e c Current $77.49 St o $60 12 10-Day 8/23/13 11/23/13 2/23/14 5/23/14 8/23/14 Average $77.80 2.0 $50 30-Day Average 77.84 90-Day Average 70.45 $40 1-Year Average 81.63 2-Year Average 87.82 1.0 $30 52-Week High (07/24/15) 102.46 $20 All-Time High (02/27/14) 119.63 $10 0.0 5/23/1311/23/14 2/23/15 5/23/15 8/23/15 11/23/15 2/23/16 5/23/16 Volume Stock Price 1§ July 25, 2013: Announces Second Quarter 2013 5§ July 24, 2014: Announces Second expectations); Appoints Jim McGeever as President 2§ October 24, 2013: Announces Third Quarter 2013 Quarter 2014 9§ July 23, 2015: Announces Second Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue Financial Results (beat analyst revenue expectations) expectations)6§ October 23, 2014: Announces Third Quarter 2014 10§ October 22, 2015: Announces Third Quarter 2015 3§ January 30, 2014: Announces Fourth Quarter and 7§ January 29, 2015: Announces Fourth Quarter and Fiscal 2015 Financial Results (beat analyst Fiscal 2013 Financial Results (beat analyst revenue Financial Results (beat analyst revenue Financial Results (missed analyst revenue expectations) expectations) expectations) 11§ January 28, 2016: Announces Fourth Quarter andFinancial Results (beat analyst Fiscal 2014 Financial First Quarter 2014 8§ April 23, 2015: Announces First Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue April 28, : Announces expectations) expectations); Signs Results (beat analyst revenue expectations) revenue expectations) revenue expectations) February 5, 2016: Cloud-Based Shares Drop 12§ Following Tableau’s Forecasted Industry Softness 4§ April 28, 2014: AnnouncesDefinitive available Agreement to 13§ 2016 First Quarter 2016 Acquire Bronto Software Financial Results (beat analyst revenue expectations) Source: Napa Website, Capital IQ [ 5 ] Note: All information on Napa based solely on publiclyinformation; data as of 5/23/16

(21.2%) (6.4%) (1.8%) 200% 2-Year (3.2%) 13.9% 46.8% 3-Year (13.6%) 37.8% 74.6% 150% 100% 50% 5/23/13 11/21/13 5/23/14 11/22/14 5/23/15 11/22/15 5/23/16 Napa NASDAQ Composite Index Selected Public3-Year Relative Share Price Trading TRADING GAIN / LOSS Selected Public SaaS Napa NASDAQ Companies 1-Month 0.1% (2.9%) 1.9% 3-Month 38.5% 5.8% 26.4% 6-Month (9.0%) (6.6%) (6.0%) 1-Year Cornerstone OnDemand, Palo Alto Networks, Salesforce.com, ServiceNow, Splunk, Ultimate SaaS Companies ¹ Source: Capital IQ Note: All information on Napa based solely on publicly available information; data as of 5/23/16 [ 6 ] 1. Weighted by market capitalization; selected companies consist ofSoftware, and Workday, Inc.

Generale Cross Asset Research 5/2/2016 Underweight $76.00 5.5x EV / CY 2017 Revenue 967.2 1,222.3 FBN Securities 5/2/2016 Buy 100.00 DCF 965.0 1,231.0 William Blair 4/29/2016 Buy n/a n/a 965.0 1,212.0Summary of Selected Wall Street Research on Napa Revenue Estimate Broker Date Rating Target Methodology 2016E 2017E Pacific Crest Securities—KBCM 5/18/2016 Neutral n/a n/a $965.1 $1,223.5 Societe 1,268.1 Barclays 4/29/2016 Neutral 74.00 5.0x EV / CY 2017 Revenue 965.9 1,209.2 JP Piper Jaffray 4/29/2016 Neutral 81.00 5.2x EV / CY 2017 Revenue 965.1 1,223.9 Macquarie 4/29/2016 Neutral 76.00 DCF 966.2 1,228.3 JMP Securities 4/29/2016 Buy 100.00 6.3x EV / CY 2017 Revenue 970.0Morgan 4/29/2016 Buy 94.00 6.5x EV / CY 2017 Revenue 957.5 1,170.8 Deutsche Bank 4/29/2016 Buy 95.00 6.0x EV / CY 1,220.0 Canaccord Genuity 4/29/2016 Buy 100.00 6.6x EV / CY 2017 Revenue 970.0 1,227.5 Mitsubishi UFJ Securities (USA) 4/29/2016 Buy 87.00 n/a 969.9 1,246.3 Mizuho Securities 2017 Revenue 974.4 1,248.5 Credit Suisse 4/29/2016 Buy 90.00 5.6x EV / CY 2017 Revenue 972.7 1,281.4 Morgan Stanley 4/29/2016 Underweight 60.00 DCF 970.0 1,220.0 BTIG 4/29/2016 Neutral n/a DCF 964.64/29/2016 Neutral 70.00 n/a and 7.0x EV / CY 959.8 1,195.2 MKM Partners LLC 4/29/2016 Buy 92.00 7.0x EV / Projected 4-quarter Billings 966.2 1,217.7 Raymond James 4/29/2016 Underweight n/a n/a 971.5 1,239.4 SunTrust 4/29/2016 Buy 93.00 Avg. of DCF2016 Revenue 965.3 1,242.0 RBC 4/28/2016 Buy 93.00 6.0x EV / CY 2017 Revenue 968.3 1,235.8 Benchmark Company 2/1/2016 Neutral 65.00 n/a 963.2 1,221.0 Needham & Company 1/29/2016 Capital IQ, ThomsonOne and Wall Street Research [ 7 ] Note: “n/a” denotes information not Neutral n/a n/a 955.3 n/a High Target $100.00 $974.4 $1,281.4 Median Target 90.00 966.1 1,223.9 Average Target 85.06 966.3 1,227.8 Low Target 60.00 955.3 1,170.8 Current Share Price (05/23/16) $77.49 Sources:available to Moelis

Avg. 7.2x 7.8x 2-Year Avg. 8.9x 8.3x 3-Year Avg. 10.7x 8.9x 18.0x 15.0x 12.0x 9.0x 6.0x 3.0x 5/23/13 11/21/13 5/23/14 11/22/14 5/23/15 11/22/15 5/23/16 Napa Selected Public SaaS Companies ¹ Source: Capital IQ3-Year Relative EV / Forward Revenue Multiple Trading SUMMARY AVERAGE STATISTICS Selected Public SaaS Napa Companies 1-Month Avg. 6.1x 6.9x 3-Month Avg. 5.7x 6.8x 6-Month Avg. 6.0x 7.0x 1-Year Salesforce.com, ServiceNow, Splunk, Ultimate Software, and Note: All information on Napa based solely on publicly available information; data as of 5/23/16 [ 8 ] 1. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks,Workday, Inc.

$123.0 $131.8 $143.7 $157.9 $164.8 $177.3 $192.8 $206.2 $216.6 % YoY Growth 32.2% 35.2% 33.9% 35.3% 34.2% 30.5% 34.4% 37.3% 34.0% 34.5% 34.2% 30.6% 31.4% Wall Street: ¹ Revenue—Consensus MeanNapa’s Quarterly Revenue History vs. Wall Street Consensus FY2013 FY2014 FY2015 FY2016 ($ in millions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Reported: Revenue—Actual $91.6 $101.0 $106.9 $115.0 Revenue Over / (Under) Consensus—$ $0.6 $0.4 $1.2 $3.6 $2.0 $0.1 $2.6 $2.5 $91.0 $100.6 $105.7 $111.4 $120.9 $131.7 $141.0 $155.3 $161.5 $172.0 $193.5 $204.4 $213.4 % YoY Growth 31.3% 34.6% 32.5% 31.1% 32.0% 30.4% 32.0% 35.1% 31.3% 30.5% 34.7% 29.5% 29.5% Difference:$3.3 $5.3 ($0.7) $1.8 $3.2 Revenue YoY Growth Over / (Under) Consensus—% 0.9% 0.6% 1.5% 4.2% 2.2% 0.1% 2.5% 2.2% 2.7% 4.0% year-over-year period [ 9 ] 1. Represents average of Wall Street estimates as compiled by Capital IQ on the most recent date prior to Napa’s (0.5%) 1.2% 1.9% Source: Capital IQ, Napa Filings, Wall Street Research Note: Wall Street year-over-year growth based on Wall Street consensus mean compared to Napa’s actual revenue results in the applicable priorapplicable earnings announcement

II. Preliminary Napa Financial Analysis

FY20E FY21E ($ in millions, unless indicated) Year Year Year Mar-16 Year ¹ Year Year Year Year Subscription and support $333.6 $447.8 $593.1 $633.5 $829.8 $1,070.5 $1,359.5 $1,699.4 $2,073.2 YoY GrowthNapa Historical and Projected Financial Summary (Orlando Management Incremental Case) Napa Standalone FYE December Napa as part of Orlando FYE May FY13A FY14A FY15A LTM FY17E FY18E FY19E 18.0% 16.0% Total Revenue $414.5 $556.3 $741.1 $792.9 $1,033.9 $1,323.6 $1,663.2 $2,057.8 $2,489.0 31.9% 34.2% 32.5% 31.6% 31.0% 29.0% 27.0% 25.0% 22.0% Professional services and other 81.0 108.5 148.1 159.5 204.1 253.1 303.7 358.4 415.7 YoY Growth 44.8% 34.0% 36.5% 36.5% 28.0% 24.0% 20.0%YoY Growth 34.2% 34.2% 33.2% 32.6% 30.4% 28.0% 25.7% 23.7% 21.0% Subscription and support Gross 12.3 12.9 20.4 29.1 38.0 50.2 62.4 Professional Services and Other Margin 12.2% 12.9% 8.3% 8.1% 10.0% 11.5% 12.5% 14.0% 15.0% Gross Profit $294.3 $398.1 $520.6 $554.0 $734.1 $960.4 $1,234.3 Profit 284.4 384.1 508.3 541.1 713.6 931.3 1,196.4 1,512.4 1,865.9 Subscription and Support Margin 85.3% 85.8% 85.7% 85.4% 86.0% 87.0% 88.0% 89.0% 90.0% Professional services and other Gross Profit 9.9 14.0$1,562.6 9.4% 9.0% 8.5% 8.0% S&M 183.3 252.1 343.0 $1,928.3 Total Gross Margin 71.0% 71.6% 70.2% 69.9% 71.0% 72.6% 74.2% 75.9% 77.5% R&D ? $56.8 $80.7 $105.8 $112.6 $100.0 $125.0 $150.0 $175.0 $200.0 % of Revenue 13.7% 14.5% 14.3% 14.2% 9.7%367.2 387.7 430.2 469.9 514.4 560.0 % of Revenue 44.2% 45.3% 46.3% 46.3% 37.5% 32.5% 28.3% 25.0% 22.5% G&A 32.6 39.2 53.1 55.1 25.8 33.1 16.6 16.5 16.2 % 38.3% 34.3% 31.2% EBIT $21.6 $26.2 $18.7 $19.0 $220.5 $372.2 $597.8 $856.7 $1,152.1 EBIT Margin 5.2% 4.7% 2.5% 2.4% 21.3% 28.1% 35.9% 41.6% of Revenue 7.9% 7.0% 7.2% 7.0% 2.5% 2.5% 1.0% 0.8% 0.7% Total Operating Expenses $272.7 $371.9 $501.9 $535.0 $513.6 $588.2 $636.5 $705.9 $776.2 % of Revenue 65.8% 66.9% 67.7% 67.5% 49.7% 44.4%46.3% Source: Wall Street Research, Orlando Management 1. its internal use software and websiteNapa year-over-year growth rate based on LTM financials ending 3/31/16 compared to FY 2017E May 31 year-end financials [ 11 ] 2. Adjusted for capitalization of certain development costs incurred in connection with

$1,323.6 $1,093.3 $1,033.9 $1,000.0 FY2017 FY2018 FY2019 FY2020 FY2021 Orlando Management Incremental Case ¹ Wall Street Consensus Mean ² Source: Capital IQ, Napa Filings, Wall Street Research, OrlandoNapa Revenue – Orlando Management Incremental Case vs. Wall Street Consensus Mean Forecast ($ in millions) $2,600.0 $2,578.0 $2,489.0 $2,178.0 $2,200.0 $2,057.8 $1,763.0 $1,800.0 $1,663.2 $1,428.9 $1,400.0 June 30 FYE for comparability purposesManagement 1. Orlando Management Incremental Case for Napa based on Orlando Estimates, assuming a May 31 FYE [ 12 ] 2. Wall Street Consensus Mean based on available Wall Street Research, calendarized to a 3 Orlando Management Incremental Forecast Assumptions and Considerations § Orlando Management Incremental Forecast for Napa Assumptions: 3 / 4 Model viewed as incremental to Orlando (i.e., under Orlando ownership) 3 / 4 Revenue growth based on assumed booking trends that are expected to remain inline and decline modestly relative to historical 3 performance / 4 Assumes a gross margin that approaches 90% in out years 3 / 4 Orlando combination with Napa creates significant OpEx savings due to increased scale 3 and leverage as well as cost synergies 3 / 4 Assumes a 35% tax rate § Considerations: 3 / 4 Projection set lacks Orlando perspectives on the standalone business prospects 3 for Napa / 4 Does not include a longer-term financial projection set 3 / 4 No one-time costs have been incorporated to achieve assumed cost savings 3 / 4 Assumes no year-over-year change in working capital 3 / 4 Annual depreciation & amortization equals annual capital expenditures 3 / 4 Stock based compensation expense in 3 Projections subject to change based on continued diligence Source: Orlando Management [ 13 ]projection period to be refined / 4 Does not take into account the ability to utilize existing Napa NOLs / 4 Projection set measured on a non-GAAP basis / 4

Illustrative Analysis at Various Napa Share Prices Certain of Napa’s operating statistics fall on the higher end of the range of those statistics for companies used in the Selected Public SaaS Companies and the Selected Current ($ in millions, except per share data) $77.49 $90.00 $100.00 $110.00 $120.00 $130.00 Median Median Premiums Date Statistic % Current 5/23/16 $77.49 — 16.1% 29.0% 42.0% 54.9% 67.8% 31.1% % 1-Precedent Transactions, and may justify utilizing materially higher multiples than the median multiples illustrated below Selected Public Selected SaaS Precedent Napa Illustrative Share Price Companies Transactions ¹ (24.4%) (12.2%) (2.4%) 7.4% 17.1% 26.9% 11.2% Premium to 52-Week Low Month Prior Average 4/23/16 77.84 (0.5%) 15.6% 28.5% 41.3% 54.2% 67.0% 44.1% % 1-Year Prior Average 5/23/15 81.63 (5.1%) 10.3% 22.5% 34.8% 47.0% 59.3% 39.9% Discount to 52-Week High 7/24/15 102.462/16/16 51.75 49.7% 73.9% 93.2% 112.6% 131.9% 151.2% 105.5% Fully Diluted Shares Outstanding 83.723 86.688 86.166 85.760 88.104 Value $6,415.6 $7,729.9 $8,544.5 $9,361.5 $10,190.4 $11,047.5 Financial Multiples: Statistic Reported TEV / Revenue—LTM (3/31/16) $792.9 8.1x 9.7x 87.920 Implied Equity Value $6,487.7 $7,801.9 $8,616.6 $9,433.6 $10,572.5 $11,429.6 Plus: Debt ? $315.2 $315.2 $315.2 $315.2 $5.2 $5.2 Less: Cash (387.3) (387.3) (387.3) (387.3) (387.3) (387.3) Implied Enterprise10.8x 11.8x 12.9x 13.9x 9.0x Wall Street Consensus TEV / 6.2x Source: Capital IQ, Napa and Selected Public SaaS Companies’ Filings, Wall Street Research 1. Selected Precedent Transactions premiums represent premiums to 1-day prior, 1-month, 1-year average stock price,Revenue—CY2016E $966.9 6.6x 8.0x 8.8x 9.7x 10.5x 11.4x 8.0x TEV / Revenue—NTM (3/31/17) ³ 1,028.4 6.2x 7.5x 8.3x 9.1x 9.9x 10.7x 8.0x 7.9x TEV / Revenue—CY2017E 1,226.3 5.2x 6.3x 7.0x 7.6x 8.3x 9.0x convertible debt at CIC [ 14 ] 3. 1-year high, and 1-year low stock prices prior to deal announcement, respectively 2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares related toNTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies

Selected Public SaaS Companies As of May 23, 2016 Revenue Gross EBITDA LT Enterprise Value / Enterprise Value / Enterprise Revenue Growth Margin Margin Growth Revenue EBITDA ¹ ($ in millions) Value 34.6x 28.4x Workday, Inc. 14,906 1,549 33.2% 31.0% 72.3% 8.2% 50.0% 12.8x 9.6x 7.3x n/m n/m Palo Alto Networks, Inc. 13,945 1,571 36.6% 32.0% 77.2% 22.0% 43.6% 12.1x 8.9x 6.7x 40.4x 28.0x ServiceNow,CY’16E ‘15A-‘16E ‘16E-‘17E CY’16E CY’16E Rate LTM CY’16E CY’17E CY’16E CY’17E Selected Public SaaS Companies salesforce.com, inc. $58,058 $8,190 22.8% 19.8% 76.9% 20.5% 29.9% 8.2x 7.1x 5.9x 22.0% 63.4% 24.9% 23.3% 8.7x 7.4x 6.0x 29.6x 23.9x Cornerstone OnDemand, Inc. Inc. 12,506 1,370 36.3% 30.2% 75.0% 17.9% 45.9% 11.4x 9.1x 7.0x n/m 32.5x Splunk, Inc. 7,075 882 32.0% 28.7% 87.1% 9.1% 49.5% 10.6x 8.0x 6.2x n/m n/m The Ultimate Software Group, Inc. 5,731 779 26.0%2,191 432 27.2% 24.0% 72.2% 7.7% 20.0% 6.0x 5.1x 4.1x n/m 40.8x Overall Mean $2,110 30.6% 26.8% 74.9% 15.8% 37.4% 10.0x Napa and Selected Public SaaS Company Filings Note: All years represent calendar years [ 15 ] 1. EBITDA multiples above 50x are shown as “n/m”7.9x 6.2x 34.8x 30.7x Overall Median 1,370 32.0% 28.7% 75.0% 17.9% 43.6% 10.6x 8.0x 6.2x 34.6x 28.4x Napa (Wall Street) $6,416 $967 30.4% 26.8% 69.8% 8.0% 44.4% 8.1x 6.6x 5.2x n/m n/m Source: Capital IQ,

Selected Precedent Transactions Date Form of LTM LTM to NTM Implied TEV to Announced Target Acquiror Consideration Revenue ¹ Revenue Growth ² Implied TEV LTM Revenue NTM Revenue 10/21/15 America, Inc. Cash 668 21.2% SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC Cash $486 14.0% $4,446 9.2x 8.0x 12/22/14 DataLogix Holdings, Inc. ³ Oracle Corporation Cash 103 39.4% 1,189 11.6x 8.3x 09/18/14 Concur Technologies, Inc. SAP8,592 12.9x 10.6x 06/13/14 OpenTable, Inc. The Priceline Group Inc. Cash 198 19.0% 2,570 13.0x 10.9x 12/20/13 Responsys, Inc. Oracle Corporation Cash 194 17.5% 1,457 7.5x 6.4x 05/22/12 Ariba Inc. SAP America, Inc. Cash 502 13.3% 4,411 8.8x 7.8x 02/09/12 Taleo Corp. Oracle Corporation Cash 309 06/04/13 ExactTarget, Inc. salesforce.com, inc. Cash 317 23.9% 2,539 8.0x 6.5x 12/20/12 Eloqua, Inc. Oracle Corporation Cash 90 19.4% 872 9.7x 8.1x 08/27/12 Kenexa Corp. IBM Cash 318 25.0% 1,298 4.1x 3.3x18.3% 1,942 6.3x 5.3x 12/03/11 SuccessFactors, Inc. SAP America, Inc. Cash 292 37.9% and Acquiror Filings, Wall Street Research 1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior to the transaction 2. NTM revenue for precedent transactions 3,571 12.2x 8.9x 10/24/11 Rightnow Technologies, Inc. Oracle Corporation Cash 216 14.1% 1,606 7.4x 6.5x Average 21.9% 9.2x 7.5x Median 19.2% 9.0x 7.9x $793 29.7% $6,416 8.1x 6.2x Sources: Capital IQ, Targetrepresents transaction [ 16 ] 4. forecasted revenue for the four fiscal quarters following the transaction 3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time ofLTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research and cash flows and includes the impact of synergies and other benefits that are not available to Napa shareholders on a standalone basis For the Fiscal Year Ended May 31, Terminal ($ in millions) 2017E 2018E 2019ENapa Discounted Cash Flow Analysis (Orlando Incremental Model) The analysis below is not a standalone DCF of Napa, and instead illustrates the DCF value of the incremental impact of Napa to Orlando’s revenue ¹ (77) (130) (209) (300) (403) Plus: Depreciation & 2020E 2021E Value Total Revenue $1,034 $1,324 $1,663 $2,058 $2,489 % Growth 28.0% 25.7% 23.7% 21.0% Non-GAAP EBIT 220 372 598 857 1,152 % Margin 21.3% 28.1% 35.9% 41.6% 46.3% Less: Cash TaxesAmortization ² 41 53 67 82 100 Less: Stock-based Compensation ³ (155) (155) (155) (155) (155) (41) (53) (67) (82) (100) -————- Unlevered Free Cash Flow Revenue Exit Multiple Discount LTM Revenue Exit Multiple Rate 7.0x 7.5x 8.0x 8.5x 9.0x Rate 7.0x 7.5x 8.0x 8.5x 9.0x 9.0% $144.30 ($12) $87 $234 $402 $594 $19,912 % Growth — NM 168.9% 72.1% 47.8% DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES Implied Share Price Implied Perpetuity Growth Rate Discount LTM$153.66 $162.96 $172.28 $181.56 9.0% 5.4% 5.6% 5.8% 6.0% 6.2% 10.0% 8.8% 8.9% 9.1% 13.0% 121.21 129.09 136.98 144.81 152.62 13.0% 9.3% 9.5% 9.7% 9.9% 10.1% Source: Orlando Management, Napa Filings Note: Analysis reflects Napa under Orlando ownership. Assumed date of138.08 147.05 155.96 164.85 173.76 10.0% 6.4% 6.6% 6.8% 7.0% 7.2% 11.0% 132.17 140.75 149.33 157.82 166.33 11.0% 7.3% 7.6% 7.8% 8.0% 8.1% 12.0% 126.53 134.80 142.98 151.17 159.29 12.0% 8.3% 8.5% Assumed to equal annual depreciation & amortization expense, per 5/31/16. sumes 35% tax rate, per Orlando Management sumed to be 4% of annual revenue, in-line with Macquarie research estimates for the period d to be 15% of annual revenue in FY2017E (constant thereafter) 4.Orlando Management [ 17 ] 5. Assumed to be zero, per Orlando Management

II. Next Steps & Additional Considerations

Next Steps & Additional Considerations Moelis believes Orlando should engage in exploratory next steps with Napa and that several alternatives exist to approach Napa § Initial bid 3 value / form of consideration § The Committee has a number of approach alternatives to Napa including the form and channel of communication § Potential channels of communication 3 3 / 4 Financial Advisor (Moelis) to Financial Advisor (Qatalyst) / 4 Committee Member to Committee Member 3 3 / 4 Orlando Management to Napa Management or Financial Advisor (Qatalyst) § Potential form of should include the price and terms under which Orlando would evaluate a potential transaction [ 19 ]communication / 4 Verbal communication of interest / 4 Written offer and appropriate level of detail Moelis believes that any non-binding indication of interest

Appendix

SaaS Companies salesforce.com, inc. 1.289 1.277 $2,120 $57,704 3.5% 1.255 1.243 3.7% Workday, Inc. 1.612 1.531 600 16,275 3.6% 1.575 1.495 5.3% Palo Alto Networks, Inc. 1.158 1.185 575 14,159 3.9% 1.130Weighted Average Cost of Capital Analysis As of 05/23/16 Levered Beta ¹ Total MV Debt/ Asset Beta ² Int. Expense / ($ in millions) 2-Year 5-Year Debt Equity Total Cap 2-Year 5-Year Total Debt Selected Public Cornerstone OnDemand, Inc. 0.981 0.992 253 2,212 1.156 4.0% ServiceNow, Inc. 1.337 1.371 575 12,832 4.3% 1.299 1.331 5.5% Splunk, Inc. 1.841 1.777 — 8,084 — 1.841 1.777 NA The Ultimate Software Group, Inc. 1.178 1.130 10 5,817 0.2% 1.177 1.129 5.4%10.3% 0.914 0.924 5.0% Overall Mean 1.342 1.323 3.7% 1.313 1.294 4.8% Overall Median 1.289 1.277 3.6% 1.255 1.243 5.2% Napa 1.202 1.286 $315 $6,488 4.6% 1.400 1.500§ Yield on 20-year U.S. Treasury (5/23/2016) of 2.23% — 9.7% 10.3% 10.9% 11.5% 12.1%§ Size premium of 0.86% 1.146 1.227 4.7% KEY ASSUMPTIONS WACC SENSITIVITY Debt / Unlevered Beta § Long-horizon expected equity risk premium (supply-side) of 6.03% (Source: Duff & Phelps 2016) Total Cap 1.100 1.200 1.300using the 3rd decile tier provided by 1.0% 9.7% 10.3% 10.9% 11.5% 12.1% Duff and Management guidance 4.0% 9.6% 10.2% 10.8% 11.4% 12.0% § 5.2% pre-tax cost of debt 5.0% 9.6% 10.2% 10.8% 11.4% 12.0% Source: Bloomberg, Capital IQ, Selected Public SaaS Company Filings, Duff & PhelpsPhelps 2016, based on companies with an equity 2.0% 9.7% 10.3% 10.9% 11.5% 12.1% value between $5.2 billion and $9.6 billion 3.0% 9.7% 10.3% 10.9% 11.5% 12.0% § Stated tax rate of 35.0% per Orlando formula B = Bu(1+(1-t)(D/E))2016 Valuation Handbook, U.S. Department of the Treasury Note: Values as of 5/23/16 1 Bloomberg adjusted beta [ 21 ] 2 Unlevered adjusted beta of selected companies used to calculate relevered beta using the 3 Regression Analysis LONG-TERM EPS GROWTH VS. ’16E REVENUE MULTIPLE Workday 50% Splunk § Regression analysis summary: 45% ServiceNow Napa 3 / 4 Comparing long-term EPS growth vs. 2016E revenue 40% Palo Alto multiples provides an R2 of 56% Networks 35% 30% Salesforce 3 / 4 Comparing 2016E – 2017E revenue growth vs. 2016E Growth provides an R2 of 5% 15% R²: 56% 10% 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x TEV / CY’16E Revenue ’16E—’17E Rate revenue multiples provides an R2 of 49% LT 25% Ultimate 20% Software Cornerstone / 4 Comparing 2016E EBITDA margins vs. 2016E revenue multiplesREVENUE GROWTH VS. ’16E REVENUE Networks Growth ServiceNow 20% Salesforce ServiceNow Napa 25% MULTIPLE ’16E EBITDA MARGIN VS. ’16E REVENUE MULTIPLE 35% 30% Palo Alto Networks 25% Ultimate Palo Alto 30% Splunk Workday SoftwareCornerstone 15% Ultimate Software Workday 10% Splunk 20% ’16E EBITDA Margin ’16E / Revenue TEV / CY’16E Revenue Source: Selected Public SaaS Company Filings, Wall Street Research [ 22 ] Note: Financial data as of 05/23/16’17E Revenue Cornerstone Napa Salesforce R²: 49% 5% R²: 5% 15% 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x 0% 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x TEV / CY’16E

2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 23 ]Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC. Moelis & Company LLC 1999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067 Tel: (310) 443- 2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 23 ] Exhibit (c)(11)

STRICTLY CONFIDENTIAL Project Napa Update Materials for the Special Committee of the Board of Directors June 8, 2016

Update Selected Public Selected SaaS Precedent Orlando Napa Illustrative Share Price Napa Companies Transactions ¹ Current Proposal Response (6/7/2016) (6/1/2016) (6/6/2016) ($ in millions, except per share data) 7.0% 26.2% $84.79 $100.00 $105.00 $110.00 $115.00 $120.00 $125.00 Median Median Premiums Date Statistic % Current 6/7/16 $84.79 — 17.9% 23.8% 29.7% 35.6% 41.5% 47.4% 34.7% % 1-Month Prior Average 5/7/16 79.2432.5% 38.8% 45.1% 51.4% 57.7% 45.4% % 1-Year Prior Average 6/7/15 81.18 4.5% 23.2% 29.3% 35.5% 41.7% 47.8% 54.0% 42.1% Discount to 52-Week High 7/24/15 102.46 (17.2%) (2.4%) 2.5% 7.4% 88.014 Implied Equity Value $7,111.2 $8,616.6 $9,021.1 $9,433.6 $9,843.9 $10,572.5 $11,001.7 Plus: Debt ? $315.2 $315.2 12.2% 17.1% 22.0% 10.1% Premium to 52-Week Low 2/16/16 51.75 63.8% 93.2% 102.9% 112.6% 122.2% 131.9% 141.5% 105.5% Fully Diluted Shares Outstanding 83.869 86.166 85.916 85.760 85.599 88.104$315.2 $315.2 $315.2 $5.2 $5.2 Less: Cash (387.3) (387.3) (387.3) (387.3) (387.3) (387.3) 13.4x 9.2x Wall Street Consensus TEV / Revenue—CY2016E $966.8 7.3x 8.8x 9.3x 9.7x 10.1x 10.5x 11.0x 8.3x TEV / Revenue—NTM (3/31/17) ³ 1,028.2 6.8x 8.3x 8.7x 9.1x (387.3) Implied Enterprise Value $7,039.1 $8,544.5 $8,949.0 $9,361.5 $9,771.8 $10,190.4 $10,619.7 Financial Multiples: Statistic Reported TEV / Revenue—LTM (3/31/16) $792.9 8.9x 10.8x 11.3x 11.8x 12.3x 12.9x9.5x 9.9x 10.3x 7.7x 8.0x TEV / Revenue premiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectively 2. Assumes conversion of $310mm of convertible debt at prices above—CY2017E 1,226.3 5.7x 7.0x 7.3x 7.6x 8.0x 8.3x 8.7x 6.5x Source: Capital IQ, Napa and Selected Public SaaS Companies’ Filings, Wall Street Research 1. Selected Precedent Transactions premiums represent for Selected Public SaaS Companies$116.10/share. Assumes additional make whole shares related to convertible debt at CIC [ 1 ] 3. NTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters ended

Selected Public SaaS Companies As of June 7, 2016 Revenue Gross EBITDA LT Enterprise Value / Enterprise Value / Enterprise Revenue Growth Margin Margin Growth Revenue EBITDA ¹ ($ in millions) Value 36.5x 29.0x Workday, Inc. 16,491 1,554 33.7% 30.7% 71.9% 8.5% 38.3% 13.1x 10.6x 8.1x n/m n/m ServiceNow, Inc. 13,592 1,370 36.3% 30.2% 75.0% 17.9% 45.9% 12.4x 9.9x 7.6x n/m 35.4x Palo Alto Networks,CY’16E ‘15A-‘16E ‘16E-‘17E CY’16E CY’16E Rate LTM CY’16E CY’17E CY’16E CY’17E Selected Public SaaS Companies salesforce.com, inc. $59,103 $8,279 24.2% 20.1% 76.9% 19.6% 29.9% 8.4x 7.1x 5.9x 21.9% 63.3% 24.9% 23.3% 9.3x 7.9x 6.5x 31.6x 25.5x Cornerstone OnDemand, Inc. 2,547 Inc. 13,172 1,583 25.5% 31.5% 77.4% 21.7% 43.7% 10.4x 8.3x 6.3x 38.4x 26.1x Splunk, Inc. 7,964 897 34.2% 28.4% 85.8% 8.2% 50.0% 11.9x 8.9x 6.9x n/m n/m The Ultimate Software Group, Inc. 6,126 779 26.1%432 27.3% 23.9% 72.2% 7.7% 20.0% 7.0x 5.9x 4.8x n/m 47.3x Overall Mean $2,128 29.6% 26.7% 74.6% 15.5% 35.9% 10.4x Napa and Selected Public SaaS Company Filings Note: All years represent calendar years [ 2 ] 1. EBITDA multiples above 50x are shown as “n/m”8.4x 6.6x 35.5x 32.7x Overall Median 1,370 27.3% 28.4% 75.0% 17.9% 38.3% 10.4x 8.3x 6.5x 36.5x 29.0x Napa (Wall Street) $7,039 $967 30.4% 26.8% 69.8% 8.0% 44.4% 8.9x 7.3x 5.7x n/m n/m Source: Capital IQ,

Selected Precedent Transactions Date Form of LTM LTM to NTM Implied TEV to Announced Target Acquiror Consideration Revenue ¹ Revenue Growth ² Implied TEV LTM Revenue NTM Revenue 06/01/16 Corporation Cash 103 39.4% 1,189 Demandware, Inc. salesforce.com, inc. Cash $254 26.0% $2,788 11.0x 8.7x 10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC Cash 486 14.0% 4,446 9.2x 8.0x 12/22/14 DataLogix Holdings, Inc. ³ Oracle11.6x 8.3x 09/18/14 Concur Technologies, Inc. SAP America, Inc. Cash 668 21.2% 8,592 12.9x 10.6x 06/13/14 OpenTable, Inc. The Priceline Group Inc. Cash 198 19.0% 2,570 Cash 90 19.4% 872 9.7x 8.1x 08/27/12 Kenexa Corp. IBM Cash 318 25.0% 1,298 4.1x 3.3x 05/22/12 Ariba Inc. SAP America, Inc. 13.0x 10.9x 12/20/13 Responsys, Inc. Oracle Corporation Cash 194 17.5% 1,457 7.5x 6.4x 06/04/13 ExactTarget, Inc. salesforce.com, inc. Cash 317 23.9% 2,539 8.0x 6.5x 12/20/12 Eloqua, Inc. Oracle CorporationCash 502 13.3% 4,411 8.8x 7.8x 02/09/12 Taleo Corp. Oracle Corporation Cash 309 9.3x 7.6x Median 19.4% 9.2x 8.0x Napa $793 29.7% $7,039 8.9x 6.8x Sources: Capital IQ, Target and Acquiror Filings, Wall Street Research 1. LTM revenue for precedent transactions represents the revenue in the18.3% 1,942 6.3x 5.3x 12/03/11 SuccessFactors, Inc. SAP America, Inc. Cash 292 37.9% 3,571 12.2x 8.9x 10/24/11 Rightnow Technologies, Inc. Oracle Corporation Cash 216 14.1% 1,606 7.4x 6.5x Average 22.3% was provided by Orlando four fiscal quarters prior to the transaction 2. NTM revenue for precedent transactions represents forecasted revenue for the four fiscal quarters following the transaction 3. DataLogix Holdings, Inc. financial informationManagement, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ] 4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research

Napa Annotated 3-Year Share Price Performance $120 3 5.0 2 $110 7 1 8 $100 10 4.0 6 $90 5 9 13 $80 3.0 TRADING STATISTICS $70 (mm) Price Napa 4 11 e k Stoc $60 Current $84.79 12 lum 10-Day Average 12/7/13 3/7/14 6/7/14 9/7/14 12/7/14 $82.13 2.0 Vo $50 30-Day Average 79.24 $40 90-Day Average 73.77 1-Year Average 81.18 2-Year Average 87.83 1.0 $30 52-Week High (07/24/15) 102.46 All-Time High (02/27/14) 119.63 $20 $10 0.0 6/7/13 9/7/133/7/15 6/7/15 9/7/15 12/7/15 3/7/16 6/7/16 Volume Stock Price 1? July 25, 2013: Announces Second Quarter 2013 5? July 24, 2014: Announces Second Quarter 2014 9? July 23, McGeever as President 2? October 24, 2013: Announces Third Quarter 2013 6? October 23, 2014: Announces Third 2015: Announces Second Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue Financial Results (beat analyst revenue expectations) expectations) expectations); Appoints JimQuarter 2014 10? October 22, 2015: Announces Third Quarter 2015 Financial Results (beat analyst Fourth Quarter and 7? January 29, 2015: Announces Fourth Quarter and Fiscal 2015 Financial Results (beat analyst Fiscal 2013 Financial Results (beat analyst Fiscal 2014 Financial Results revenue Financial Results (beat analyst revenue Financial Results (missed analyst revenue expectations) expectations) expectations) 11? January 28, 2016: Announces Fourth Quarter and 3? January 30, 2014: Announces(beat analyst revenue 23, 2015: expectations) revenue expectations) revenue expectations) February 5, 2016: Cloud-Based Shares Drop 12? Following Tableau’s Forecasted Industry Softness 4? April 28, 2014: Announces First Quarter 2014 8? AprilAnnounces First Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue April 28, : Announces expectations) expectations); Signs Definitive Agreement to 13? 2016 First of 6/7/16Quarter 2016 Acquire Bronto Software Financial Results (beat analyst revenue expectations) Source: Napa Website, Capital IQ [ 4 ] Note: All information on Napa based solely on publicly available information; data as

(1.2%) 5.1% 2-Year 6.8% 14.4% 47.9% 3-Year (3.5%) 43.0% 91.4% 220% 190% 160% 130% 100% 70% 40% 6/7/13 12/6/13 6/7/14 12/7/14 6/7/15 12/7/15 6/7/16 Napa NASDAQ Composite Index Selected Public3-Year Relative Share Price Trading TRADING GAIN / LOSS Selected Public SaaS Napa NASDAQ Companies 1-Month 11.7% 4.5% 10.1% 3-Month 32.9% 6.7% 13.9% 6-Month 2.8% (2.7%) (5.8%) 1-Year (6.9%) Cornerstone OnDemand, Palo Alto Networks, Salesforce.com, ServiceNow, Splunk, Ultimate SaaS Companies ¹ Source: Capital IQ Note: All information on Napa based solely on publicly available information; data as of 6/7/16 [ 5 ] 1. Weighted by market capitalization; selected companies consist ofSoftware, and Workday, Inc.

Avg. 7.1x 7.7x 2-Year Avg. 8.8x 8.3x 3-Year Avg. 10.6x 9.0x 18.0x 15.0x 12.0x 9.0x 6.0x 3.0x 6/7/13 12/6/13 6/7/14 12/7/14 6/7/15 12/7/15 Napa Selected Public SaaS Companies ¹ Source: Capital IQ Note: All3-Year Relative EV / Forward Revenue Multiple Trading SUMMARY AVERAGE STATISTICS Selected Public SaaS Napa Companies 1-Month Avg. 6.1x 6.9x 3-Month Avg. 5.9x 6.9x 6-Month Avg. 5.9x 6.9x 1-Year ServiceNow, Splunk, Ultimate Software, and Workday, Inc.information on Napa based solely on publicly available information; data as of 6/7/16 1. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks, Salesforce.com,

2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 7 ]Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC. Moelis & Company LLC 1999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067 Tel: (310) 443- 2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 7 ] Exhibit (c)(12)

STRICTLY CONFIDENTIAL [Graphic Appears Here]Project Napa June 14, 2016Update Materials for the Special Committee of the Board of Directors

[Graphic Appears Here]Update materially higher multiples than the median multiples illustrated belowCertain of Napa s operating statistics fall on the higher end of the range of those statistics for companies used in the Selected Public SaaS Companies and the Selected Precedent Transactions, and may justify utilizing PublicSelected Selected OrlandoOrlandoNapa Illustrative Share PriceNapaNapaCompanies Transactions ¹ SaaSPrecedent (6/13/16)(6/1/16)(6/8/16)(6/11/16)(6/6/16) Current Proposal ResponseResponse Response Premiums Date Statistic($ in millions, except per share data) $78.83$100.00$106.00$108.00$110.00$112.00$114.00$116.00$118.00$120.00$125.00MedianMedian % 1-Month Prior Average 5/13/16 80.22(1.7%)24.7%32.1%34.6%37.1%39.6%42.1%44.6%47.1%49.6%55.8%45.4%% Current 6/13/16 $78.83—26.9%34.5%37.0%39.5%42.1%44.6%47.2%49.7%52.2%58.6%34.7% Discount to 52-Week High 7/24/15 % 1-Year Prior Average 6/13/15 80.99(2.7%)23.5%30.9%33.4%35.8%38.3%40.8%43.2%45.7%48.2%54.3%42.1%102.46(23.1%)(2.4%)3.5%5.4%7.4%9.3%11.3%13.2%15.2%17.1%22.0%10.1% Fully Diluted Shares Outstanding Premium to 52-Week Low 2/16/16 51.7552.3%93.2%104.8%108.7%112.6%116.4%120.3%124.2%128.0%131.9%141.5%105.5%83.75286.16685.88585.82385.76085.69685.63285.56788.17188.10488.014 Plus: Debt Implied Equity ² $315$315$315$315$315$315$315$315$5$5$5Value $6,602$8,617$9,104$9,269$9,434$9,598$9,762$9,926$10,404$10,573$11,002 Implied Enterprise Less: Cash ($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)Value $6,530$8,544$9,032$9,197$9,361$9,526$9,690$9,854$10,022$10,190$10,620 Reported Financial Multiples: Statistic Wall Street Consensus TEV / Revenue—LTM (3/31/16) $792.9 8.2x10.8x11.4x11.6x11.8x12.0x12.2x12.4x12.6x12.9x13.4x9.2x TEV / Revenue—NTM (3/31/17) ³ 1,028.2 TEV / Revenue—CY2016E $966.86.8x8.8x9.3x9.5x9.7x9.9x10.0x10.2x10.4x10.5x11.0x8.0x6.4x8.3x8.8x8.9x9.1x9.3x9.4x9.6x9.7x9.9x10.3x7.4x8.0x Source: Capital IQ, Napa and Selected Public SaaS TEV / Revenue—CY2017E 1,226.35.3x7.0x7.4x7.5x7.6x7.8x7.9x8.0x8.2x8.3x8.7x6.3xCompanies’ Filings, Wall Street Research 2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares 1. Selected Precedent Transactions premiums represent premiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectively related to convertible debt at CIC [ 1 ]3. NTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies

Selected Public SaaS Companies As of June 13, 2016 RevenueGrossEBITDALTEnterprise Value /Enterprise Value /[Graphic Appears Here] ($ in millions) Value CY’16E’15A-‘16E ‘16E-‘17E Enterprise Revenue GrowthMargin Margin GrowthRevenueEBITDA ¹CY’16ECY’16ERateLTMCY’16ECY’17ECY’16ECY’17E salesforce.com, inc. $57,880 Selected Public SaaS Companies $8,11521.7%21.5%76.9%19.8%29.2%8.2x7.1x5.9x36.1x27.7x ServiceNow, Inc. 12,964 Workday, Inc. 15,953 1,55533.7%30.7%71.9%8.5%38.3%12.7x10.3x7.9xn/mn/m1,37036.3%30.2%75.0%17.9%45.9%11.8x9.5x7.3xn/m33.7x Splunk, Inc. 7,462 Palo Alto Networks, Inc. 12,595 89734.2%28.4%85.8%8.2%50.0%10.2x8.3x6.5xn/mn/m1,58325.5%31.5%77.4%21.7%43.7%10.0x8.0x6.1x36.7x24.9x Cornerstone OnDemand, Inc. 2,521 The Ultimate Software Group, Inc. 5,938 43227.3%23.9%72.2%7.7%20.0%6.9x5.8x4.7xn/m46.8x77926.1%21.9%63.3%24.9%23.3%9.0x7.6x6.3x30.6x24.7x Overall Median Overall Mean $2,10429.2%26.9%74.6%15.5%35.8%9.8x8.1x6.4x34.5x31.6x1,37027.3%28.4%75.0%17.9%38.3%10.0x8.0x6.3x36.1x27.7x Source: Capital IQ, Napa and Selected Public SaaS Company Napa (Wall Street) $6,530 $96730.4%26.8%69.8%8.0%44.4%8.2x6.8x5.3xn/mn/mFilings 1. EBITDA multiples above 50x are shown as “n/m”Note: All years represent calendar years [ 2 ]

Selected Precedent Transactions Date Form ofLTMLTM to NTMImplied TEV to[Graphic Appears Here] 06/01/16 Demandware, Inc. salesforce.com, Announced Target AcquirorConsideration Revenue ¹Revenue Growth ² Implied TEVLTM inc.Cash$25426.0%$2,78811.0x8.7x RevenueNTM Revenue 12/22/14 DataLogix Holdings, Inc. ³ Oracle 10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, CorporationCash10339.4%1,18911.6x8.3xLLCCash48614.0%4,4469.2x8.0x 06/13/14 OpenTable, Inc. The Priceline Group 09/18/14 Concur Technologies, Inc. SAP America, Inc.Cash19819.0%2,57013.0x10.9xInc.Cash66821.2%8,59212.9x10.6x 06/04/13 ExactTarget, Inc. salesforce.com, 12/20/13 Responsys, Inc. Oracle CorporationCash19417.5%1,4577.5x6.4xinc.Cash31723.9%2,5398.0x6.5x 08/27/12 Kenexa Corp. IBMCash31825.0%1,2984.1x3.3x12/20/12 Eloqua, Inc. Oracle CorporationCash9019.4%8729.7x8.1x 02/09/12 Taleo Corp. Oracle CorporationCash30918.3%1,9426.3x5.3x05/22/12 Ariba Inc. SAP America, Inc.Cash50213.3%4,4118.8x7.8x 10/24/11 Rightnow Technologies, Inc. Oracle CorporationCash21614.1%1,6067.4x6.5x12/03/11 SuccessFactors, Inc. SAP America, Inc.Cash29237.9%3,57112.2x8.9x Median 19.4%9.2x8.0xAverage 22.3%9.3x7.6x Sources: Capital IQ, Target and Acquiror Filings, Wall Street Research Napa $79329.7%$6,5308.2x6.4x 2. NTM revenue for precedent transactions represents forecasted 1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior revenue for the four fiscal quarters following the transactionto the transaction 4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ]

Napa Discounted Cash Flow Analysis (Orlando Incremental Model) The analysis below is not [Graphic Appears Here] a standalone DCF of Napa, and instead illustrates the DCF value of the incremental impact of Napa to Orlando s revenue and cash flows and includes the impact of synergies and other benefits For the Fiscal Year Ended May 31,Terminalthat are not available to Napa shareholders on a standalone basis Total Revenue $1,034$1,324$1,663$2,058$2,489($ in millions) 2017E2018E2019E2020E2021EValue Non-GAAP EBIT 2203725988571,152% Growth 28.0%25.7%23.7%21.0% Less: Cash Taxes ¹ (77)(130)(209)(300)(403)% Margin 21.3%28.1%35.9%41.6%46.3% Less: Stock-based Compensation ³ (155)(155)(155)(155)(155)Plus: Depreciation & Amortization ² 41536782100 ————— (41)(53)(67)(82)(100) % Growth —NM168.9%72.1%47.8%Unlevered Free Cash Flow ($12)$87$234$402$594$19,912 Implied Share PriceImplied Perpetuity Growth RateDISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES Rate 7.0x 7.5x8.0x8.5x9.0xRate7.0x7.5x8.0x8.5x9.0xDiscount LTM Revenue Exit MultipleDiscountLTM Revenue Exit Multiple 10.0% 138.08 147.05155.96164.85173.7610.0%6.4%6.6%6.8%7.0%7.2%9.0% $144.30 $153.66$162.96$172.28$181.569.0%5.4%5.6%5.8%6.0%6.2% 12.0% 126.53 134.80142.98151.17159.2912.0%8.3%8.5%8.8%8.9%9.1%11.0% 132.17 140.75149.33157.82166.3311.0%7.3%7.6%7.8%8.0%8.1% Source: Orlando Management, Napa Filings13.0% 121.21 129.09136.98144.81152.6213.0%9.3%9.5%9.7%9.9%10.1% sumes 35% tax rate, per Orlando Management Note: Analysis reflects Napa under Orlando ownership. Assumed date of 5/31/16. d to be 15% of annual revenue in FY2017E (constant thereafter) sumed to be 4% of annual revenue, in-line with Macquarie research estimates for the period 5. Assumed to be zero, per Orlando Management4. Assumed to equal annual depreciation & amortization expense, per Orlando Management [ 4 ]

[Graphic Appears Here] VolumeStock Price6/13/13 9/13/13 12/13/133/13/146/13/149/13/1412/13/143/13/156/13/159/13/1512/13/153/13/166/13/16 Financial Results (beat analyst 1 July 25, 2013: Announces Second Quarter 2013 5 July 24, 2014: Announces Second Quarter revenue Financial Results (beat analyst revenueFinancial Results (beat analyst revenue20149 July 23, 2015: Announces Second Quarter 2015 Presidentexpectations) expectations)expectations); Appoints Jim McGeever as Financial Results (beat analyst revenue Financial Results (beat analyst 2 October 24, 2013: Announces Third Quarter 2013 6 October 23, 2014: Announces Third Quarter 201410 October 22, 2015: Announces Third Quarter 2015revenueFinancial Results (missed analyst revenue 11 January 28, 2016: Announces Fourth Quarter andexpectations) expectations)expectations) Fiscal 2013 Financial Results (beat 3 January 30, 2014: Announces Fourth Quarter and 7 January 29, 2015: Announces Fourth analyst Fiscal 2014 Financial Results (beat analystrevenue expectations)Quarter andFiscal 2015 Financial Results (beat analyst 12 February 5, 2016: revenue expectations) revenue expectations)Cloud-Based Shares Drop 4 April 28, 2014: Announces First Quarter 2014 8 April 23, 2015: Announces Following Tableau’s Forecasted Industry Softness First Quarter 2015 expectations) expectations); Signs Definitive Agreement to13 April 28, Financial Results (beat analyst revenue Financial Results (beat analyst revenue2016: Announces First Quarter 2016 expectations) Acquire Bronto SoftwareFinancial Results (beat analyst revenue Note: All information on Napa based solely on publicly available information; data as of 6/13/16Source: Napa Website, Capital IQ [ 5 ]

3-Year Relative Share Price Trading TRADING GAIN / LOSS [Graphic Appears Here] Public SaaS Selected 1-Month 2.6% 3.7%6.8%Napa NASDAQCompanies 6-Month (0.6%) (1.2%)(3.8%)3-Month 22.0% 3.0%7.5% 2-Year (4.9%) 13.5%37.7%1-Year (15.7%) (3.1%)1.0% [Graphic Appears Here]3-Year (8.7%) 42.1%92.7%

3-Year Relative EV / Forward Revenue Multiple Trading SUMMARY AVERAGE STATISTICS[Graphic Appears Here] Public SaaSSelected 1-Month Avg. 6.2x 7.0xNapa Companies 6-Month Avg. 5.9x 6.9x3-Month Avg. 5.9x 6.9x 2-Year Avg. 8.8x 8.3x1-Year Avg. 7.1x 7.7x [Graphic Appears Here]3-Year Avg. 10.6x 9.0x

Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.[Graphic Appears Here] 1999 Avenue of the Stars, Suite 1900Moelis & Company LLC Tel: (310) 443-2300Los Angeles, CA 90067 New York, NY 10022399 Park Avenue, 5th Floor [ 8 ]Tel: (212) 883-3800 Exhibit (c)(13)

STRICTLY CONFIDENTIAL [Graphic Appears Here]Project Napa June 30, 2016Update Materials for the Special Committee of the Board of Directors

Update Certain of Napa s operating statistics fall on the higher end of the range of those statistics for companies used in the [Graphic Appears Here] Selected Public SaaS Companies and the Selected Precedent Transactions, and may justify utilizing Selectedmaterially higher multiples than the median multiples illustrated below SaaSPrecedent PublicSelected Current Proposal ResponseResponse Response OrlandoOrlandoNapa Illustrative Share PriceNapaNapaCompanies Transactions ¹ ($ in millions, except per share data) (6/29/16)(6/1/16)(6/8/16)(6/11/16)(6/6/16)$72.19$100.00$106.00$108.00$110.00$112.00$114.00$116.00$118.00$120.00$125.00MedianMedian % Current 6/29/16 $72.19—38.5%46.8%49.6%52.4%55.1%57.9%60.7%63.5%66.2%73.2%34.7%Premiums Date Statistic % 1-Year Prior Average 6/29/15 80.20(10.0%)24.7%32.2%34.7%37.2%39.7%42.2%44.6%47.1%49.6%55.9%42.1%% 1-Month Prior Average 5/29/16 78.93(8.5%)26.7%34.3%36.8%39.4%41.9%44.4%47.0%49.5%52.0%58.4%45.4% Premium to 52-Week Discount to 52-Week High 7/24/15 Low 2/16/16 51.7539.5%93.2%104.8%108.7%112.6%116.4%120.3%124.2%128.0%131.9%141.5%105.5%102.46(29.5%)(2.4%)3.5%5.4%7.4%9.3%11.3%13.2%15.2%17.1%22.0%10.1% Implied Equity Fully Diluted Shares Outstanding Value $6,035$8,617$9,104$9,269$9,434$9,598$9,762$9,926$10,404$10,573$11,00283.59986.16685.88585.82385.76085.69685.63285.56788.17188.10488.014 Less: Cash Plus: Debt ² $315$315$315$315$315$315$315$315$5$5$5($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)($387) Financial Implied Enterprise Multiples: StatisticValue $5,963$8,544$9,032$9,197$9,361$9,526$9,690$9,854$10,022$10,190$10,620 TEV / Revenue—LTM (3/31/16) $792.9 7.5x10.8x11.4x11.6x11.8x12.0x12.2x12.4x12.6x12.9x13.4x9.2xReported TEV / Revenue—CY2016E $966.86.2x8.8x9.3x9.5x9.7x9.9x10.0x10.2x10.4x10.5x11.0x7.8xWall Street Consensus TEV / Revenue—CY2017E TEV / Revenue—NTM (3/31/17) ³ 1,028.3 1,226.34.9x7.0x7.4x7.5x7.6x7.8x7.9x8.0x8.2x8.3x8.7x6.3x5.8x8.3x8.8x8.9x9.1x9.3x9.4x9.6x9.7x9.9x10.3x7.4x8.0x 1. Selected Precedent Transactions Source: Capital IQ, Napa and Selected Public SaaS premiums represent premiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectivelyCompanies’ Filings, Wall Street Research 3. NTM represents fiscal quarter ending 2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies related to convertible debt at CIC [ 1 ]

Selected Public SaaS Companies As of June 29, 2016 RevenueGrossEBITDALTEnterprise Value /Enterprise Value /[Graphic Appears Here] ($ in millions) Value CY’16E’15A-‘16E ‘16E-‘17E Enterprise Revenue GrowthMargin Margin GrowthRevenueEBITDA ¹CY’16ECY’16ERateLTMCY’16ECY’17ECY’16ECY’17E salesforce.com, inc. $56,045 Selected Public SaaS Companies $8,31424.7%21.6%76.9%19.5%30.6%7.9x6.7x5.5x34.6x26.4x ServiceNow, Inc. 11,806 Workday, Inc. 14,844 1,55533.7%30.7%71.9%8.5%38.3%11.8x9.5x7.3xn/mn/m1,37036.3%30.2%75.0%17.9%43.9%10.7x8.6x6.6x48.0x30.7x Splunk, Inc. 7,311 Palo Alto Networks, Inc. 11,708 89734.2%28.4%85.8%8.2%50.0%10.0x8.2x6.3xn/mn/m1,58325.5%31.5%77.4%21.6%43.7%9.3x7.4x5.6x34.2x23.2x Cornerstone OnDemand, Inc. 2,230 The Ultimate Software Group, Inc. 6,078 43227.3%24.0%72.2%7.7%20.0%6.1x5.2x4.2xn/m41.2x77926.1%21.9%63.3%24.9%23.3%9.2x7.8x6.4x31.4x25.3x Overall Median Overall Mean $2,13329.7%26.9%74.6%15.5%35.7%9.3x7.6x6.0x37.0x29.3x1,37027.3%28.4%75.0%17.9%38.3%9.3x7.8x6.3x34.4x26.4x Source: Capital IQ, Napa and Selected Napa (Wall Street) $5,963 $96730.4%26.8%69.8%8.0%44.4%7.5x6.2x4.9xn/mn/mPublic SaaS Company Filings 1. EBITDA multiples above 50x are shown as “n/m”Note: All years represent calendar years [ 2 ]

Selected Precedent Transactions Date Form ofLTMLTM to NTMImplied TEV to[Graphic Appears Here] 06/01/16 Demandware, Inc. salesforce.com, Announced Target AcquirorConsideration Revenue ¹Revenue Growth ² Implied TEVLTM inc.Cash$25426.0%$2,78811.0x8.7x RevenueNTM Revenue 12/22/14 DataLogix Holdings, Inc. ³ Oracle 10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, CorporationCash10339.4%1,18911.6x8.3xLLCCash48614.0%4,4469.2x8.0x 06/13/14 OpenTable, Inc. The Priceline Group 09/18/14 Concur Technologies, Inc. SAP America, Inc.Cash19819.0%2,57013.0x10.9xInc.Cash66821.2%8,59212.9x10.6x 06/04/13 ExactTarget, Inc. salesforce.com, 12/20/13 Responsys, Inc. Oracle CorporationCash19417.5%1,4577.5x6.4xinc.Cash31723.9%2,5398.0x6.5x 08/27/12 Kenexa Corp. IBMCash31825.0%1,2984.1x3.3x12/20/12 Eloqua, Inc. Oracle CorporationCash9019.4%8729.7x8.1x 02/09/12 Taleo Corp. Oracle CorporationCash30918.3%1,9426.3x5.3x05/22/12 Ariba Inc. SAP America, Inc.Cash50213.3%4,4118.8x7.8x 10/24/11 Rightnow Technologies, Inc. Oracle CorporationCash21614.1%1,6067.4x6.5x12/03/11 SuccessFactors, Inc. SAP America, Inc.Cash29237.9%3,57112.2x8.9x Median 19.4%9.2x8.0xAverage 22.3%9.3x7.6x Sources: Capital IQ, Target and Acquiror Filings, Wall Street ResearchNapa $79329.7%$5,9637.5x5.8x 2. NTM revenue for precedent transactions represents forecasted 1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior revenue for the four fiscal quarters following the transactionto the transaction 4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ]

Napa Discounted Cash Flow Analysis (Orlando Incremental Model) The analysis below is not [Graphic Appears Here] a standalone DCF of Napa, and instead illustrates the DCF value of the incremental impact of Napa to Orlando s revenue and cash flows and includes the impact of synergies and other benefits For the Fiscal Year Ended May 31,Terminalthat are not available to Napa shareholders on a standalone basis Total Revenue $1,034$1,324$1,663$2,058$2,489($ in millions) 2017E2018E2019E2020E2021EValue Non-GAAP EBIT 2203725988571,152% Growth 28.0%25.7%23.7%21.0% Less: Cash Taxes ¹ (77)(130)(209)(300)(403)% Margin 21.3%28.1%35.9%41.6%46.3% Less: Stock-based Compensation ³ (155)(155)(155)(155)(155)Plus: Depreciation & Amortization ² 41536782100 ————— (41)(53)(67)(82)(100) % Growth —NM168.9%72.1%47.8%Unlevered Free Cash Flow ($12)$87$234$402$594$19,912 Implied Share PriceImplied Perpetuity Growth RateDISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES Rate 7.0x 7.5x8.0x8.5x9.0xRate7.0x7.5x8.0x8.5x9.0xDiscount LTM Revenue Exit MultipleDiscountLTM Revenue Exit Multiple 10.0% 138.08 147.05155.96164.85173.7610.0%6.4%6.6%6.8%7.0%7.2%9.0% $144.30 $153.66$162.96$172.28$181.569.0%5.4%5.6%5.8%6.0%6.2% 12.0% 126.53 134.80142.98151.17159.2912.0%8.3%8.5%8.8%8.9%9.1%11.0% 132.17 140.75149.33157.82166.3311.0%7.3%7.6%7.8%8.0%8.1% Source: Orlando Management, Napa Filings13.0% 121.21 129.09136.98144.81152.6213.0%9.3%9.5%9.7%9.9%10.1% sumes 35% tax rate, per Orlando Management Note: Analysis reflects Napa under Orlando ownership. Assumed date of 5/31/16. d to be 15% of annual revenue in FY2017E (constant thereafter) sumed to be 4% of annual revenue, in-line with Macquarie research estimates for the period 5. Assumed to be zero, per Orlando Management4. Assumed to equal annual depreciation & amortization expense, per Orlando Management [ 4 ]

[Graphic Appears Here] VolumeStock Price6/29/13 9/29/13 12/29/133/29/146/29/149/29/1412/29/143/29/156/29/159/29/1512/29/153/29/166/29/16 Financial Results (beat analyst 1 July 25, 2013: Announces Second Quarter 2013 5 July 24, 2014: Announces Second Quarter revenue Financial Results (beat analyst revenueFinancial Results (beat analyst revenue20149 July 23, 2015: Announces Second Quarter 2015 Presidentexpectations) expectations)expectations); Appoints Jim McGeever as Financial Results (beat analyst revenue Financial Results (beat analyst 2 October 24, 2013: Announces Third Quarter 2013 6 October 23, 2014: Announces Third Quarter 201410 October 22, 2015: Announces Third Quarter 2015revenueFinancial Results (missed analyst revenue 11 January 28, 2016: Announces Fourth Quarter andexpectations) expectations)expectations) Fiscal 2013 Financial Results (beat 3 January 30, 2014: Announces Fourth Quarter and 7 January 29, 2015: Announces Fourth analyst Fiscal 2014 Financial Results (beat analystrevenue expectations)Quarter andFiscal 2015 Financial Results (beat analyst 12 February 5, 2016: revenue expectations) revenue expectations)Cloud-Based Shares Drop 4 April 28, 2014: Announces First Quarter 2014 8 April 23, 2015: Announces Following Tableau’s Forecasted Industry Softness First Quarter 2015 expectations) expectations); Signs Definitive Agreement to13 April 28, Financial Results (beat analyst revenue Financial Results (beat analyst revenue2016: Announces First Quarter 2016 expectations) Acquire Bronto SoftwareFinancial Results (beat analyst revenue Note: All information on Napa based solely on publicly available information; data as of 6/29/16Source: Napa Website, Capital IQ [ 5 ]

3-Year Relative Share Price Trading TRADING GAIN / LOSS [Graphic Appears Here] Public SaaS Selected 1-Month (9.0%) (3.4%)(4.4%)Napa NASDAQCompanies 6-Month (15.8%) (6.4%)(9.0%)3-Month 7.0% (1.4%)2.0% 2-Year (16.9%) 8.4%24.0%1-Year (20.4%) (3.6%)(0.0%) [Graphic Appears Here]3-Year (21.7%) 39.2%81.5%

3-Year Relative EV / Forward Revenue Multiple Trading SUMMARY AVERAGE STATISTICS[Graphic Appears Here] Public SaaSSelected 1-Month Avg. 6.1x 6.8xNapa Companies 6-Month Avg. 5.8x 6.8x3-Month Avg. 6.0x 6.9x 2-Year Avg. 8.7x 8.2x1-Year Avg. 6.9x 7.6x [Graphic Appears Here]3-Year Avg. 10.4x 8.9x

Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.[Graphic Appears Here] 1999 Avenue of the Stars, Suite 1900Moelis & Company LLC Tel: (310) 443-2300Los Angeles, CA 90067 New York, NY 10022399 Park Avenue, 5th Floor [ 8 ]Tel: (212) 883-3800 Exhibit (c)(14)

STRICTLY CONFIDENTIAL [Graphic Appears Here]Project Napa July 8, 2016Update Materials for the Special Committee of the Board of Directors

Update Certain of Napa s operating statistics fall on the higher end of the range of those statistics for companies used in the [Graphic Appears Here] Selected Public SaaS Companies and the Selected Precedent Transactions, and may justify utilizing Selectedmaterially higher multiples than the median multiples illustrated below SaaSPrecedent PublicSelected Current Proposal ResponseResponse Response OrlandoOrlandoNapa Illustrative Share PriceNapaNapaCompanies Transactions ¹ ($ in millions, except per share data) (7/7/16)(6/1/16)(6/9/16)(6/11/16)(6/6/16)$73.02$100.00$106.00$108.00$110.00$112.00$114.00$116.00$118.00$120.00$125.00MedianMedian % Current 7/7/16 $73.02—36.9%45.2%47.9%50.6%53.4%56.1%58.9%61.6%64.3%71.2%34.7%Premiums Date Statistic % 1-Year Prior Average 7/7/15 79.84(8.5%)25.2%32.8%35.3%37.8%40.3%42.8%45.3%47.8%50.3%56.6%42.1%% 1-Month Prior Average 6/7/16 76.72(4.8%)30.3%38.2%40.8%43.4%46.0%48.6%51.2%53.8%56.4%62.9%45.4% Premium to 52-Week Discount to 52-Week High 7/24/15 Low 2/16/16 51.7541.1%93.2%104.8%108.7%112.6%116.4%120.3%124.2%128.0%131.9%141.5%105.5%102.46(28.7%)(2.4%)3.5%5.4%7.4%9.3%11.3%13.2%15.2%17.1%22.0%10.1% Implied Equity Fully Diluted Shares Outstanding Value $6,106$8,617$9,104$9,269$9,434$9,598$9,762$9,926$10,404$10,573$11,00283.62086.16685.88585.82385.76085.69685.63285.56788.17188.10488.014 Less: Cash Plus: Debt ² $315$315$315$315$315$315$315$315$5$5$5($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)($387) Financial Implied Enterprise Multiples: StatisticValue $6,034$8,544$9,032$9,197$9,361$9,526$9,690$9,854$10,022$10,190$10,620 TEV / Revenue—LTM (3/31/16) $792.9 7.6x10.8x11.4x11.6x11.8x12.0x12.2x12.4x12.6x12.9x13.4x9.2xReported TEV / Revenue—CY2016E $966.66.2x8.8x9.3x9.5x9.7x9.9x10.0x10.2x10.4x10.5x11.0x8.1xWall Street Consensus TEV / Revenue—CY2017E TEV / Revenue—NTM (3/31/17) ³ 1,028.3 1,226.34.9x7.0x7.4x7.5x7.6x7.8x7.9x8.0x8.2x8.3x8.7x6.3x5.9x8.3x8.8x8.9x9.1x9.3x9.4x9.6x9.7x9.9x10.3x7.6x8.0x 1. Selected Precedent Transactions Source: Capital IQ, Napa and Selected Public SaaS premiums represent premiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectivelyCompanies’ Filings, Wall Street Research 3. NTM represents fiscal quarter ending 2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies related to convertible debt at CIC [ 1 ]

Selected Public SaaS Companies As of July 7, 2016 RevenueGrossEBITDALTEnterprise Value /Enterprise Value /[Graphic Appears Here] ($ in millions) Value CY’16E’15A-‘16E ‘16E-‘17E Enterprise Revenue GrowthMargin Margin GrowthRevenueEBITDA ¹CY’16ECY’16ERateLTMCY’16ECY’17ECY’16ECY’17E salesforce.com, inc. $55,869 Selected Public SaaS Companies $8,31424.7%21.7%76.9%20.1%30.6%7.9x6.7x5.5x33.4x25.1x Palo Alto Networks, Inc. 11,545 Workday, Inc. 14,822 1,55433.7%30.7%71.9%8.5%38.3%11.8x9.5x7.3xn/mn/m1,58325.5%31.5%77.4%21.6%43.7%9.2x7.3x5.5x33.7x22.9x Splunk, Inc. 7,245 ServiceNow, Inc. 11,542 89734.2%28.4%85.8%8.4%50.0%9.9x8.1x6.3xn/mn/m1,37036.2%30.2%75.0%17.9%43.9%10.5x8.4x6.5x47.0x30.0x Cornerstone OnDemand, Inc. 2,247 The Ultimate Software Group, Inc. 6,308 43227.2%24.1%72.2%7.9%20.0%6.2x5.2x4.2xn/m40.2x77926.1%21.9%63.3%24.9%23.3%9.6x8.1x6.6x32.5x26.2x Overall Median Overall Mean $2,13329.7%26.9%74.6%15.6%35.7%9.3x7.6x6.0x36.6x28.9x1,37027.2%28.4%75.0%17.9%38.3%9.6x8.1x6.3x33.5x26.2x Source: Capital IQ, Napa and Selected Napa (Wall Street) $6,034 $96730.4%26.9%69.8%8.0%44.4%7.6x6.2x4.9xn/mn/mPublic SaaS Company Filings 1. EBITDA multiples above 50x are shown as “n/m”Note: All years represent calendar years [ 2 ]

Selected Precedent Transactions Date Form ofLTMLTM to NTMImplied TEV to[Graphic Appears Here] 06/01/16 Demandware, Inc. salesforce.com, Announced Target AcquirorConsideration Revenue ¹Revenue Growth ² Implied TEVLTM inc.Cash$25426.0%$2,78811.0x8.7x RevenueNTM Revenue 12/22/14 DataLogix Holdings, Inc. ³ Oracle 10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, CorporationCash10339.4%1,18911.6x8.3xLLCCash48614.0%4,4469.2x8.0x 06/13/14 OpenTable, Inc. The Priceline Group 09/18/14 Concur Technologies, Inc. SAP America, Inc.Cash19819.0%2,57013.0x10.9xInc.Cash66821.2%8,59212.9x10.6x 06/04/13 ExactTarget, Inc. salesforce.com, 12/20/13 Responsys, Inc. Oracle CorporationCash19417.5%1,4577.5x6.4xinc.Cash31723.9%2,5398.0x6.5x 08/27/12 Kenexa Corp. IBMCash31825.0%1,2984.1x3.3x12/20/12 Eloqua, Inc. Oracle CorporationCash9019.4%8729.7x8.1x 02/09/12 Taleo Corp. Oracle CorporationCash30918.3%1,9426.3x5.3x05/22/12 Ariba Inc. SAP America, Inc.Cash50213.3%4,4118.8x7.8x 10/24/11 Rightnow Technologies, Inc. Oracle CorporationCash21614.1%1,6067.4x6.5x12/03/11 SuccessFactors, Inc. SAP America, Inc.Cash29237.9%3,57112.2x8.9x Median 19.4%9.2x8.0xAverage 22.3%9.3x7.6x Sources: Capital IQ, Target and Acquiror Filings, Wall Street ResearchNapa $79329.7%$6,0347.6x5.9x 2. NTM revenue for precedent transactions represents forecasted 1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior revenue for the four fiscal quarters following the transactionto the transaction 4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ]

Napa Discounted Cash Flow Analysis (Orlando Incremental Model) The analysis below is not [Graphic Appears Here] a standalone DCF of Napa, and instead illustrates the DCF value of the incremental impact of Napa to Orlando s revenue and cash flows and includes the impact of synergies and other benefits For the Fiscal Year Ended May 31,Terminalthat are not available to Napa shareholders on a standalone basis Total Revenue $1,034$1,324$1,663$2,058$2,489($ in millions) 2017E2018E2019E2020E2021EValue Non-GAAP EBIT 2203725988571,152% Growth 28.0%25.7%23.7%21.0% Less: Cash Taxes ¹ (77)(130)(209)(300)(403)% Margin 21.3%28.1%35.9%41.6%46.3% Less: Stock-based Compensation ³ (155)(155)(155)(155)(155)Plus: Depreciation & Amortization ² 41536782100 ————— (41)(53)(67)(82)(100) % Growth —NM168.9%72.1%47.8%Unlevered Free Cash Flow ($12)$87$234$402$594$19,912 Implied Share PriceImplied Perpetuity Growth RateDISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES Rate 7.0x 7.5x8.0x8.5x9.0xRate7.0x7.5x8.0x8.5x9.0xDiscount LTM Revenue Exit MultipleDiscountLTM Revenue Exit Multiple 10.0% 138.08 147.05155.96164.85173.7610.0%6.4%6.6%6.8%7.0%7.2%9.0% $144.30 $153.66$162.96$172.28$181.569.0%5.4%5.6%5.8%6.0%6.2% 12.0% 126.53 134.80142.98151.17159.2912.0%8.3%8.5%8.8%8.9%9.1%11.0% 132.17 140.75149.33157.82166.3311.0%7.3%7.6%7.8%8.0%8.1% Source: Orlando Management, Napa Filings13.0% 121.21 129.09136.98144.81152.6213.0%9.3%9.5%9.7%9.9%10.1% sumes 35% tax rate, per Orlando Management Note: Analysis reflects Napa under Orlando ownership. Assumed date of 5/31/16. d to be 15% of annual revenue in FY2017E (constant thereafter) sumed to be 4% of annual revenue, in-line with Macquarie research estimates for the period 5. Assumed to be zero, per Orlando Management4. Assumed to equal annual depreciation & amortization expense, per Orlando Management [ 4 ]

($ in millions except per share data) Summary of Selected Wall Street Research on Napa Broker DateRatingTargetQ2 2016E2016E2017E Revenue Estimate BMO Capital Markets 06/14/16 Neutral90.00231.9968.51,242.0Cowen 06/23/16 Underweight$70.00$230.5$964.9$1,212.7 Macquarie 05/20/16 Neutral76.00229.8966.21,228.3William Blair 05/23/16 OverweightN/A230.1965.01,212.0 JMP Securities 05/18/16 Overweight100.00230.7970.01,268.1Morgan Stanley 05/19/16 Underweight60.00230.0970.01,220.0 Pacific Coast Securities—KBCM 05/18/16 NeutralN/A230.0965.11,223.5Mizuho Securities USA, Inc. 05/18/16 Neutral70.00230.6959.81,195.2 RBC 05/17/16Overweight93.00230.0968.31,235.8Deutsche Bank 05/18/16 Overweight95.00230.4974.41,248.5 FBN Securities 05/02/16 Overweight100.00231.0965.11,231.1MKM Partners 05/05/16 Overweight92.00231.0966.21,217.7 Raymond James 04/29/16 UnderweightN/A230.7971.51,239.0Societe Generale Cross Asset Research 05/02/16 Underweight76.00N/A967.21,222.3 BTIG 04/29/16NeutralN/A230.0964.61,220.0SunTrust Robinson Humphrey 04/29/16 Overweight93.00230.3965.31,242.0 MUFG Securities Americas Inc. 04/29/16 Overweight87.00229.5969.91,246.3Piper Jaffray 04/29/16 Neutral81.00229.9965.11,223.9 JP Morgan 04/29/16 Overweight94.00230.2957.51,170.8Barclays 04/29/16 Neutral74.00231.0965.91,209.2 Canaccord Genuity 04/28/16 Overweight100.00231.0970.01,227.5Credit Suisse 04/29/16 Overweight90.00230.8972.71,281.4 High Target $100.00$231.9$974.4$1,281.4Benchmark Company 02/01/16 Neutral65.00230.0963.21,221.0 Average Target 84.53230.4966.81,227.8Median Target 90.00230.4966.21,223.9 Current Share Price (As of 07/07/16) $73.02Low Target 60.00229.5957.51,170.8 Sources: Capital IQ, ThomsonOne and available Wall Street Research [ 5 ]Napa Q2’16 Preliminary Results (As of 07/06/16) N/A~$231.0~$965.0 ąN/A 1. Napa did not provide additional guidance but noted that it expected to fall near the middle of Note: “N/A” denotes information not available to Moelis its previously stated 2016 revenue guidance of $955mm – $975mm

[Graphic Appears Here] VolumeStock Price7/7/13 10/7/13 1/7/144/7/147/7/1410/7/141/7/154/7/157/7/1510/7/151/7/164/7/167/7/16 Financial Results (beat analyst revenue Financial Results (beat analyst 1 July 25, 2013: Announces Second Quarter 2013 5 July 24, 2014: Announces Second Quarter 20149 July 23, 2015: Announces Second Quarter 2015revenueFinancial Results (beat analyst revenue Presidentexpectations) expectations)expectations); Appoints Jim McGeever as Financial Results (beat analyst revenue Financial Results (beat analyst 2 October 24, 2013: Announces Third Quarter 2013 6 October 23, 2014: Announces Third Quarter 201410 October 22, 2015: Announces Third Quarter 2015revenueFinancial Results (missed analyst revenue 11 January 28, 2016: Announces Fourth Quarter andexpectations) expectations)expectations) Fiscal 2013 Financial Results (beat 3 January 30, 2014: Announces Fourth Quarter and 7 January 29, 2015: Announces Fourth analyst Fiscal 2014 Financial Results (beat analystrevenue expectations)Quarter andFiscal 2015 Financial Results (beat analyst 12 February 5, 2016: revenue expectations) revenue expectations)Cloud-Based Shares Drop 4 April 28, 2014: Announces First Quarter 2014 8 April 23, 2015: Announces Following Tableau’s Forecasted Industry Softness First Quarter 2015 expectations) expectations); Signs Definitive Agreement to13 April 28, Financial Results (beat analyst revenue Financial Results (beat analyst revenue2016: Announces First Quarter 2016 expectations) Acquire Bronto SoftwareFinancial Results (beat analyst revenue Note: All information on Napa based solely on publicly available information; data as of 7/7/16Source: Napa Website, Capital IQ [ 6 ]

3-Year Relative Share Price Trading TRADING GAIN / LOSS [Graphic Appears Here] Public SaaS Selected 1-Month (13.9%) (2.1%)(6.5%)Napa NASDAQCompanies 6-Month (8.3%) 3.6%(0.9%)3-Month 3.8% 0.2%0.2% 2-Year (15.1%) 9.2%27.2%1-Year (18.4%) (2.8%)(0.6%) [Graphic Appears Here]3-Year (22.7%) 39.4%77.6%

3-Year Relative EV / Forward Revenue Multiple Trading SUMMARY AVERAGE STATISTICS[Graphic Appears Here] Public SaaSSelected 1-Month Avg. 5.9x 6.7xNapa Companies 6-Month Avg. 5.7x 6.7x3-Month Avg. 6.0x 6.9x 2-Year Avg. 8.6x 8.2x1-Year Avg. 6.8x 7.5x [Graphic Appears Here]3-Year Avg. 10.4x 8.9x

Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.[Graphic Appears Here] 1999 Avenue of the Stars, Suite 1900Moelis & Company LLC Tel: (310) 443-2300Los Angeles, CA 90067 New York, NY 10022399 Park Avenue, 5th Floor [ 9 ]Tel: (212) 883-3800 Exhibit (c)(15)

Project NapaSTRICTLY CONFIDENTIAL July 25, 2016Presentation to the Special Committee of the Board of Directors

Table of Contents AppendixI. Overview 3 II. Napa Public Market Perspectives 9 III. Napa Financial Analysis 16 [ 1 ]A. Additional Valuation Detail 31 B. Napa Overview 39

Disclaimer the transaction described herein based on This presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board of Directors of Orlando Corporation (“Orlando” or the “Company”) in consideringinformation provided by the Company and upon information from Napa Inc., and from third party sources. Moelis has not assumed any responsibility for independently verifying certain projections, forecasts or other forward-looking statements with respect to the Company and/or the accuracy of such information, and disclaims any liability with respect to the information herein. In this presentation, Moelis, at the direction of the Special Committee of the Board of Directors of Orlando, has usedother parties involved in the transaction which were provided to Moelis by the Company and/or such other parties and/or such other parties as to the future performance of the Company and/or such other parties. This presentation is provided as of the date hereof and Moelis assumes no and which Moelis has assumed, at the direction of the Special Committee of the Board of Directors of Orlando, were prepared based on the best available estimates and judgments of the management of the Companyobligation to update it or correct any This presentation is solely for informational information herein. purposes. This presentation is not intended to provide the sole basis for any decision on any transaction and is not a recommendation with respect to any transaction. The business, security, option, commodity, future, loan or currency. It is not a commitment to underwrite any recipient should make its own independent business decision based on all other information, advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an offer to buy anysecurity, to loan any funds or to make any investment. Moelis does not offer tax, accounting, actuarial or legal Moelis and its related investment banking entities advice. Absent Moelis’ prior written consent, this material, whether in whole or in part, may not be copied, photocopied, or provide mergers and acquisitions, recapitalization, restructuring, corporate finance and other financial advisory services to clients and affiliates of Moelis provideduplicated in any form by any means, or redistributed. affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may investment management services to clients. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this material. The proprietary interests of Moelis or itsfrom time to time have positions in or effect transactions in securities referred to in this material (or derivatives of presentation.such securities), or serve as a director of companies referred to in this presentation. Moelis and its affiliates may have advised, may seek to advise and may in the future advise or invest in companies referred to in this [ 2 ]This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.

I. Overview

Background reviewed a number of public and private Moelis has held discussions with the Special Committee (the “Special Committee” or the “Committee”) of the Board of Directors of Orlando, Orlando’s management, Napa’s management and its advisors, and has alsoinformation sources in forming its perspectives following an initial meeting with the Committee on April 19, 2016Moelis has been retained by the Special Committee to act as financial advisor to the Committee in connection with the Committee’s consideration of a potential transaction involving Napa and alternatives thereto, On May 20, 2016, the Committee held a Orlando’s Committee was assembled in part because of common ownership between Napa and Orlando, with E and family meeting with Orlando management, Moelis, and Skadden to discuss the merits of a potential transaction with Napa, with Moelis and Orlando management discussing theirowning ~46% of Napa and ~27% of Orlando common shares outstanding management and Napa’s advisors to discuss a number of topics, including an overview of Napa’s business, a review of preliminary perspectives based on due diligence that included: On May 5, 2016, Moelis, Orlando, Skadden, and a representative from the Committee attended a management presentation with members of NapaNapa’s go-to-market approach, and a review of Napa’s financials Committee determined it was appropriate to explore a On May 11, 2016, Moelis and Orlando held a telephonic discussion with Napa’s CFO to review a number of topics around Napa’s financials and related business considerations At the May 20, 2016 meeting, thepotential transaction with Napa. Following the Committee’s approval, Moelis and Orlando held a telephonic discussion on May 23, 2016 to review Orlando’s On May 27, 2016, the Committee held a meeting with Orlando, Moelis, and Skadden to discuss Moelis’ preliminary financial model for Napa and assumptions underlying the projections. and Orlando’s further findings and preliminary financial analysis. At this meeting, the Committee authorized On June 1, 2016, at the direction of the Committee, Moelis communicated Orlando’s initial Moelis to communicate a proposal to Napa’s advisors that Orlando would be prepared to enter into a transaction at $100 / share for offer of $100 / share for Napa to Napa’s financial advisors, with additional price negotiations between Orlando, Napa, and itsNapa. During this period, on July 6, 2016, Moelis and Orlando held a telephonic discussion with Napa’s CFO advisors continuing through July 15, 2016 and multiple additional Committee meetings during this periodto review Napa’s Q2 preliminary financial results and related business considerations, with follow-up financial [4]information provided by Napa to Orlando through its advisors on July 10 and July 11, 2016

Background (cont’d) through its advisorsOn July 13, 2016, following a Committee meeting, the Committee authorized Moelis to offer to enter into a transaction at $109 / share, which Moelis communicated to Napa’s financial advisors and Napa accepted person diligence sessions occurred between Orlando, Napa, and their respective advisors to cover business areas that included: Inbound Licensing Beginning on July 15, 2016, Orlando and Napa entered into an exclusivity agreement at a potential transaction price of $109 / share, commencing a two-week diligence period during which multiple telephonic and in-Finance & Accounting Business Outlook Tax Products & Technology In addition to due diligence sessions and conference calls with Orlando, Skadden, the Committee, and Napa and its advisors, Moelis reviewed:Human Resources Pricing Sales & Marketing benefits that are available only to Orlando pro forma for the acquisition Publicly available business and financial information relating to Orlando and Orlando management’s financial projections for Napa under Orlando ownership, demonstrating the incremental impact of Napa to Orlando’s revenue and cash flows and including the impact of synergies and otherNapa Information relating to the business, earnings, cash flow, (e.g., working capital, capital expenditures, and depreciation and amortization assumptions) not received as part ofbalance sheet and prospects of Napa, including financial forecasts prepared by Napa Assumptions that were provided to Moelis by Orlando around Napa’s financial forecasts, relating to certain projection set components During the course Napa’s standalone forecastof its engagement, Moelis held several conference calls with members of Orlando and the Committee to discuss due diligence findings and the potential acquisition: Throughout the course of the engagement, Moelis operated as instructed by the Special Committee, and is not aware of any April 19, 2016 May 27, 2016June 14, 2016July 8, 2016July 13, 2016 May 20, 2016June 8, 2016 June 30, 2016 July 12, 2016communications between Orlando management, the Committee, and E regarding a potential [5]Napa transaction

$87.50 Summary of Key Napa Process EventsJune 6, 2016: Qatalyst June 9, 2016: Moelis 7communicates Napa’s communicates Orlando’s $85.00 to Moelis to Qatalystcounter at $125/share 6 proposal of $106/share 16 $82.50 July 12, 2016: Moelis8 4 5 offer of $106/share to 18communicates Orlando’s 3 17$80.00 9 11 Qatalyst; Qatalyst $77.50 counter Price 2 communicates Napa’sat $111/share to c Moelisk St $75.00o 10 June 1, 2016: Moelis Napa 13 14 15 June 11, 2016: Qatalyst 1 July 13, 2016: Moelis$72.50 communicates Orlando’s communicates Napa’s $70.00 $100/share to Qatalyst to Moelis offer of $109/share toinitial proposal of counter at $120/share communicates Orlando’s $67.50 communicates 12 Qatalyst, and QatalystNapa’s Orlando Offer Napa Offer Special Committee Meeting Other Key Eventsacceptance to Moelis 1 April 19, 2016: Special Committee $65.00 Meeting; Moelis 7 June 8, 2016: Special Committee Meeting; Committee June 30, 2016: Special Committee Meeting; Committee potential transaction with Napa, and if determined Napa’s advisorsmeets with the Committee to evaluate the merits of a approves submission of proposal of $106 / share to approves reviewing Napa’s preliminary Q2 financials 8 June 9, 2016: Moelis communicates Orlando’sappropriate, assist in a potential transaction 14 July 6, 2016: Napa provides preliminary Q2 financials 9 June 11, 2016: Qatalyst communicates Napa’s counter2 May 13, 2016: Special Committee Meeting 1 proposal of $106/share to Qatalyst 15 July 8, 2016: Special Committee Meeting Committee determines it is appropriate to explore a Orlando acquisition; 3 May 20, 2016: Special Committee Meeting; at $120/share to Moelis 16 July 12, 2016: Napa stock price Special Committee Meeting; Committeeincreases ~11% on rumors of an 4 May 27, 2016: Special Committee Meeting; determines not to submit a counterproposal and to advisors; Moelis potential transaction with Napa 10 June 14, 2016: Special Committee Meeting; Committee approves submission of proposal of $106 / share to Napa’scommunicates Orlando’s offer of $106/share $111/share to MoelisCommittee approves submission of initial proposal cease price negotiations to Qatalyst; Qatalyst communicates Napa’s counter at 5 June 1, 2016: Moelis communicates Orlando’s initial 17 July 13, 2016: Special of $100 / share to Napa’s advisors 11 June 23, 2016: “Brexit” occurs after market closeCommittee Meeting; Committee approves communicate Napa’s proposal of $100/share to Qatalyst 12 June 28, 2016: Qatalyst interest in re-engaging in Moelis communicates offer to Qatalyst and Napa acceptscontacts Moelis to submission of proposal of $109 / share to Napa’s advisors; at 6 June 6, 2016: $125/share to Moelis negotiation 18 July 15, 2016: Orlando and Napa sign 2-week exclusivityQatalyst communicates Napa’s counter discussions at improved terms; re-open price through its advisors Note: Data as of Source: Orlando Management, Capital IQ agreement, with targeted transaction announcement of 7/28/167/22/16 [ 6 ]1. Moelis did not attend the May 13, 2016 Special Committee meeting

Orlando Offer Summary ($ in millions, except per share amounts)ORLANDO OFFER IMPLIED VALUATION IMPLIED TRANSACTION MULTIPLES Offer Price $109.00TEV Basic Shares Outstanding ¹ 80.922 Revenue—LTM (6/30/16) ? 846.4 11.1xReported Statistic Multiple Fully Diluted Shares Outstanding 86.866 TEVDilutive Securities and Make-Whole Shares ² 5.944 Revenue—CY2016E $966.1 9.7xImplied Equity Value $9,468.4 Wall Street Consensus Statistic Multiple Less: Cash (as of 06/30/16)(410.7) Plus: Debt (as of 06/30/16) ³ $295.5 Revenue—NTM (6/30/17) 1,090.5 8.6xRevenue—CY2017E 1,222.8 7.6x EBITDA—CY2016E $81.7 NMTotal Enterprise Value $9,353.2 Per Share Price EBITDA—CY2017E 109.8 NMPremium Price Premium % Unaffected (as of 07/11/16) $75.85 43.7% Napa Management ? Statistic MultipleTEV Revenue—CY2016E $960.2 9.7x% Current (as of 07/22/16) 84.72 28.7% Revenue—NTM (6/30/17) 1,084.1 8.6x% 1-Month Prior Avg. (beginning 06/22/16) 76.13 43.2% Revenue—CY2017E 1,218.3 7.7x% 1-Year Prior Avg. (beginning 07/22/15) 79.30 37.5% Premium to 52-Week Low (as of 02/16/16) 51.75 110.6% EBITDA—CY2016E NA NAPremium to 52-Week High (as of 07/24/15) 102.46 6.4% EBITDA—CY2017E NAEBITDA—CY2017E NA NA 1. As of 6/30/16 per capitalization table provided by Napa Source: Capital IQ as of 7/22/16, Napa Filings, Napa Managementmanagement and approved for Moelis’ use by Orlando additional make-whole shares related to convertible debt at change in control per 2. Calculated based on securities outstanding as of 6/30/16 per capitalization table provided by Napa management and approved for Moelis’ use by Orlando; uses treasury stock method and includes the effect ofOrlando, with 7/22/16 make-whole date assumed to reflect conservatism. The fully diluted share count on this page is referred to as the 3. Includes notes payable and the value of convertible debt at offer price of $109 / share; excludes the effect of “Approved Napa Share Count” in this presentation. additional make-whole shares related to convertible debt at change in control per Orlando 5. All numbers reflects Wall Street Consensus 4. Unaffected date as of 7/11/16; one day prior to rumors of an Orlando acquisitionas of 7/22/16 per ThomsonOne and may contain individual estimates not available to Moelis [7]6. Based on preliminary results and projections provided by Napa management

Orlando Offer Summary (cont’d) FINANCINGPRICE TERMINATION FEESVOTING AGREEMENT UNAFFILIATED TENDER CONDITIONEXPENSE REIMBURSEMENT OTHERREPRESENTATIONS AND WARRANTIES Implied Market Cap 1, 2: Per Share Price: $109.00 $9,468 million Implied TEV 1: $9,353 million LTM 06/30/16 Revenue Multiple: 11.1x No financing conditionPremium to unaffected stock price on 7/11/16: 43.7% Premium to current stock price on 7/22/16: 28.7% [To be determined]Cash on hand used to fund the transaction Out-of-pocket fees and expenses incurred are [not] reimbursed; if reimbursed, the expense amount is [up to 1% of the [2.25%—4.00%] of the aggregate equity value paid by Company to the Purchaser within two business days of the terminationaggregate equity value, creditable against the termination fee] Representations and Warranties shall not survive the effective time of the mergerRequires the tender of a majority of the company’s shares outstanding prior to the acceptance time, excluding shares owned by E Parties, Orlando or Officers and Directors of Napa around the timing and status of a competing proposal Matching right: 5 days and 3 days upon further revisionsNo Solicitation: Company will not directly or indirectly solicit, initiate or knowingly take action to facilitate or encourage the submission of any offer or proposal Unsolicited Proposal: Notification and information rights 1. Assumes transaction date of 7/22/16Source: Based on draft merger agreements dated 7/20/16 and 7/23/16, Napa filings, and 6/30/16 capitalization table provided by Napa management and approved for Moelis’ use by Orlando [8]2. Using Approved Napa Share Count, with market cap calculated based on securities outstanding as of 6/30/16 per capitalization table provided by Napa management and approved for Moelis’ use by Orlando

II. Napa Public Market Perspectives

$120 3 5.0Napa Annotated 3-Year Share Price Performance 72 8$110 $90 5 6 15$100 10 4.0 91 4 13 e m$80 ) Pric $70 14(m3.0 Stoc 11 lk TRADING STATISTICS ume Napa Current $ 84.72 12 2.0 pa$60 Napa Vo 30-Day Average 76.13$50 10-Day Average $ 81.14 Na 90-Day Average 78.21$40 2-Year Average 87.44$30 1-Year Average 79.30 1.0 All-Time High (02/27/14) 119.63$20 52-Week High (07/24/15) 102.46 7/22/13 10/22/13 1/22/14 4/22/14 7/22/14 10/22/14 1/22/15 4/22/15 7/22/15 10/22/15 1/22/16 4/22/16 7/22/16$10 0.0 1 July 25, 2013: Volume Stock PriceAnnounces Second Quarter 2013 Financial 6 October 23, 2014: Announces Third Quarter 2014 11 January 28, 2016: Announces Fourth Quarter and Fiscal expectations)Results (beat analyst revenue expectations) Financial Results (beat analyst revenue expectations) 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue expectations) 2014 Financial Results (beat analyst revenue 2 October 24, 2013: Announces Third Quarter 2013 7 January 29, 2015: Announces Fourth Quarter and Fiscal 12 February 5, 2016: Cloud-Based Shares Drop FollowingTableau’s Forecasted Industry Softness 3 January 30, 2014: Announces Fourth Quarter and Fiscal 8 April 23, 2015: Announces First Quarter 2015 expectations) Financial 13 April 28, 2016: Announces First Quarter 2016 Financial expectations) Definitive Agreement to Acquire Bronto Software2013 Financial Results (beat analyst revenue Results (beat analyst revenue expectations); Signs Results (beat analyst revenue expectations) Results (beat analyst 4 April 28, 2014: Announces First Quarter 2014 Financial 9 July 23, 2015: Announces Second Quarter 2015 revenue expectations) Results (beat analyst revenue expectations); Appoints Jim Close Financial 14 June 23, 2016: “Brexit” Occurs After 6/23/16 Market 5 July 24, 2014: Announces Second Quarter 2014 Financial 10 October 22, 2015: Announces Third McGeever as President Quarter 2015 15 July 12, 2016: Increases 11% on Rumors of an Orlando Source: Napa Website, Napa Results (beat analyst revenue Management, Capital IQexpectations) Financial Results (missed analyst revenue expectations) Acquisition [ 10 ]Note: All information on Napa based on publicly available information and Napa management guidance; data as of 7/22/16

FY2013 FY2014 FY2015 FY2016Napa’s Quarterly Revenue History vs. Wall Street Consensus Reported:($ in millions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 % YoY Growth 32.2% 35.2% 33.9% 35.3% 34.2% 30.5% 34.4% 37.3% 34.0% 34.5% 34.2% 30.6% 31.4% 30.2%Revenue—Actual $91.6 $101.0 $106.9 $115.0 $123.0 $131.8 $143.7 $157.9 $164.8 $177.3 $192.8 $206.2 $216.6 $230.8 Revenue—Consensus Mean $91.0 $100.6 $105.7 $111.4 $120.9 $131.7 $141.0 $155.3 $161.5 $172.0 $193.5 $204.4 $213.4 $230.5Wall Street: ¹ Difference:% YoY Growth 31.3% 34.6% 32.5% 31.1% 32.0% 30.4% 32.0% 35.1% 31.3% 30.5% 34.7% 29.5% 29.5% 30.0% Revenue YoY Growth Over / (Under) Consensus—0.9% 0.6% 1.5% 4.2% 2.2% 0.1% 2.5% 2.2% 2.7% 4.0%(0.5%) 1.2% 1.9% 0.2%Revenue Over / (Under) Consensus—$ $0.6 $0.4 $1.2 $3.6 $2.0 $0.1 $2.6 $2.5 $3.3 $5.3($0.7) $1.8 $3.2 $0.3 Note: Wall Street year-over-year growth based on Wall Street consensus mean compared to Napa’s actual revenue results Sources: Capital IQ, Napa Filings, Wall Street Research in the applicable prior year-over-year period [11]1. Represents average of Wall Street estimates as compiled by Capital IQ on the most recent date prior to Napa’s applicable earnings announcement; FY2016 Q2 consensus mean as of 7/22/16

TRADING GAIN 3-Year Relative Share Price Trading/ LOSS Public SaaSSelected 1-Month 9.5% 5.0% 2.9%Napa NASDAQ Companies 6-Month 18.2% 10.5% 9.3%3-Month 9.5% 3.4% 4.1% 2-Year 3.3% 13.9% 42.0%1-Year(8.2%)(1.9%)(1.6%) 220%3-Year(8.7%) 40.9% 75.2% 160%190% 100%130% 40%70% Napa NASDAQ Composite Index Selected Public SaaS Companies ¹7/22/13 1/20/14 7/22/14 1/21/15 7/22/15 1/21/16 7/22/16 Note: All information on Napa Source: Capital IQ based solely on publicly available information; data as of 7/22/16 [ 12 ]1. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks, salesforce.com, ServiceNow, Splunk, Ultimate Software, and Workday

3-Year Relative EV / Forward Revenue Multiple Trading SelectedSUMMARY AVERAGE STATISTICS Napa CompaniesPublic SaaS 3-Month Avg. 6.0x 6.9x1-Month Avg. 5.9x 6.7x 1-Year Avg. 6.7x 7.4x6-Month Avg. 5.7x 6.7x 3-Year Avg. 10.2x 8.9x2-Year Avg. 8.5x 8.2x 15.0x18.0x 9.0x12.0x 3.0x6.0x Napa Selected Public SaaS Companies ¹7/22/13 1/20/14 7/22/14 1/21/15 7/22/15 1/21/16 7/22/16 Note: All information on Napa based solely on publicly available information; data as of 7/22/16Source: Capital IQ [13]1. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks, salesforce.com, ServiceNow, Splunk, Ultimate Software, and Workday

Napa Historical Wall Street Analyst Recommendations 2 3FY 2013 FY 2014 FY 2015 FY 2016 1 1 2 44 5 1 1 1 11 5 11$115.42 14 14 15 11 11 $110.20 $109.65 914 $102.89 12 12 13 11 15 $103.56 $102.96 $103.4914 $107.94 $89.53 $88.15$95.96 $78.97$86.57 $67.46 10 11 11 11 11 1113 13 13 12 12 79 8 # of Buy # of Neutral # of Underweight Target PriceQ1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 # of Analysts 23 25 25 23 23 23 24 26 29 30 27 28 28 26 1Target Price $67.46 $78.97 $89.53 $102.89 $115.42 $103.56 $95.96 $102.96 $110.20 $109.65 $107.94 $103.49 $86.57 $88.15 1 Note: Reflects all available analyst recommendations with an opinionSource: Capital IQ, Wall Street Research [14]1. FY2016 Q2 target price and number of analysts reflect available Napa Wall Street research to Moelis, incorporating all opinions from 4/28/16 (Napa’s FY2016 Q1 earnings date)

As the below pricing methodologies demonstrate, Napa is commonly valued on a revenue multiple basis bySummary of Selected Wall Street Research on Napa ($ in millions except per share data)Wall Street research analysts Broker Date Rating Target Pricing Valuation Methodology 2016E 2017ERevenue Estimate Goldman Sachs 06/29/16 Underweight N/A N/A N/A N/ARBC 07/13/16 Buy $90.00 6.0x EV / CY 2017 Revenue $ 962.5 $1,195.6 BMO Capital Markets 06/14/16 Neutral 90.00 DCF 968.5 1,240.3Cowen 06/23/16 Underweight 70.00 4.6x EV / CY 2017 Revenue and 47x EV / FCF 964.9 1,212.7 Macquarie 05/20/16 Neutral 76.00 DCF 966.2 1,228.3William Blair 05/23/16 Buy N/A N/A 965.0 1,212.0 Morgan Stanley 05/19/16 Underweight 60.00 DCF 970.0 1,220.0D.A. Davidson 05/20/16 Buy 130.00 N/A N/A N/A Mizuho Securities USA, Inc. 05/18/16 Neutral 70.00 N/A 959.8 1,195.2JMP Securities 05/18/16 Buy 100.00 6.3x EV / CY 2017 Revenue 970.0 1,268.1 Deutsche Bank 05/18/16 Buy 95.00 6.0x EV / CY 2017 Revenue 974.4 1,248.5Pacific Coast Securities—KBCM 05/18/16 Neutral N/A N/A 965.1 1,223.5 FBN Securities 05/02/16 Buy 100.00 DCF 965.1 1,231.1MKM Partners 05/05/16 Buy 92.00 7x EV / Projected 4-quarter Billings 966.2 1,217.7 Raymond James 04/29/16 Underweight N/A N/A 971.5 1,239.0Societe Generale Cross Asset Research 05/02/16 Underweight 76.00 5.5x EV / CY 2017 Revenue 967.2 1,222.3 BTIG 04/29/16 Neutral N/A DCF 964.6 1,220.0SunTrust Robinson Humphrey 04/29/16 Buy 93.00 Avg. of DCF and 7.0x EV / CY 2016 Revenue 965.3 1,242.0 MUFG Securities Americas Inc. 04/29/16 Piper Jaffray 04/29/16 Neutral 81.00 5.2x EV / CY 2017 Revenue 965.1 1,223.9Buy 87.00 N/A 969.9 1,246.3 JP Morgan 04/29/16 Buy 94.00 6.5x EV / CY 2017 Revenue 957.5 1,170.8Barclays 04/29/16 Neutral 74.00 5.0x EV / CY 2017 Revenue 965.9 1,209.2 Nomura 04/29/16 Neutral 95.00 N/A N/A N/ACredit Suisse 04/29/16 Buy 90.00 5.6x EV / CY 2017 Revenue 972.7 1,281.4 Stifel 04/28/16 Neutral N/A N/A 963.6 1,232.9Canaccord Genuity 04/28/16 Buy 100.00 6.6x EV / CY 2017 Revenue 970.0 1,227.5 Median Target 90.00 965.9 1,223.9High Target $130.00 $ 974.4 $1,281.4 Low Target 60.00 957.5 1,170.8Average Target 88.15 966.6 1,226.4 Sources: Capital IQ, ThomsonOne, Wall Street ResearchCurrent Share Price (As of 07/22/16) $84.72 [15]Note: Reflects all Wall Street research available to Moelis from Napa’s FY2016 Q1 earnings release date of 4/28/16; “N/A” denotes information not available to Moelis

III. Napa Financial Analysis

Moelis reviewed Review of Financial Projectionsprojection sets and adjustments thereto provided by Orlando, Napa and publicly available Wall Street estimates in connection with its financial analysis: Orlando created its projections on an incremental basis, demonstrating the illustrative value of Napa to Orlando’s revenue and cash flows and including the impact of synergies and Orlando Case: 5-year projections / 3 cases (Conservative, Base, Upside) other benefits that are available only to Orlando did not prepare projections for Napa on a standalone basis separating out synergies, that is consistent with Orlando pro forma for the acquisition. During diligence Orlando’s model was revised to incorporate its findings, please see page 29 for description of changes.Orlando’s practice in other acquisitions Wall Street estimates of Napa on a standalone basisNapa Case: 5-year projections on a standalone basis Moelis’ use by the Special CommitteeFor purposes of its discounted cash flow analyses, Moelis used the most recent projection set available from Orlando, approved for For purposes of the For comparative purposes, the Orlando projection set was set forth alongside Wall Street consensus estimates, which were Selected Public SaaS Companies and Selected Precedent Transactions analyses, Moelis used the most recent financial projections available from Napa management and the most recent preliminarycalendarized to a May 31 fiscal-year end to align with Orlando’s fiscal calendar [17]6/30/16 results from Napa management, in each case approved for Moelis’ use by the Special Committee

REVENUE COMPARISONNapa Projections – Summary Comparison H2 2017E 2018E 2019E 2020E 2021E($ in millions) Orlando PF Incremental Upside Wall Street Standalone Consensus Mean ¹Napa Standalone Mgmt. ¹ Orlando PF Incremental Conservative Orlando PF Incremental Base Orlando PF Incremental Conservative 524 1,284 1,557 1,864 2,208Napa Standalone Mgmt. ¹ $534 $1,349 $1,698 $2,136 $2,674 Orlando PF Incremental Upside 524 1,384 1,805 2,300 2,853Orlando PF Incremental Base 525 1,341 1,687 2,081 2,527 # of Wall Street Observations 27 6 1 1 1Wall Street Standalone Consensus Mean ¹ 537 1,340 1,624 1,920 2,235 ($ in millions)NON-GAAP EBIT COMPARISON Napa Standalone Mgmt. ¹ Orlando PF Incremental Conservative Orlando PF Incremental BaseH2 2017E 2018E 2019E 2020E 2021E Napa Standalone Mgmt. ¹ $26 $82 $142 $227 $339Orlando PF Incremental Upside Wall Street Standalone Consensus Mean ¹ Orlando PF Incremental Base 112 374 603 861 1,165Orlando PF Incremental Conservative 116 352 544 750 986 Wall Street Standalone Consensus Mean ¹ 12 60 146 244 355Orlando PF Incremental Upside 110 389 655 967 1,327 Source: Capital IQ, ThomsonOne, Orlando Management, Napa Management# of Wall Street Observations 26 7 1 1 1 [ 18 ]1. Calendarized to a May 31 fiscal-year end to align with Orlando’s fiscal calendar; consensus per ThomsonOne and Capital IQ and may contain individual estimates not available to Moelis

Napa Projections – Summary Comparison FY’18—FY’21 ASSUMPTIONS STREET ¹ CONSERVATIVE BASE WALL ORLANDO MGMT. (7/24/16) NAPA UPSIDE MGMT. ¹ FY 2021 Revenue Scale ($ in millions) $2,235 $2,208 $2,527 $2,853 $2,674Revenue Growth 25%—16% 23%—18% 28%—21% 32%—24% 26%—25% EBIT Margin 4%—16% 27%—45% 28%—46% 28%—47% 6%—13%Gross Margin 70% (FY’18) 72%—77% 72%—77% 73%—77% 69%—73% Professional Services & Other Growth 2 N/A 20%—14% 24%—16% 28%—18% N/ASubscription & Support Growth 2 N/A 23%—19% 29%—23% 33%—25% N/A Professional Services & Other Margin 2 N/A 10%—15% 12%—15% 13%—15% N/ASubscription & Support Margin 2 N/A Consistent across scenarios; 87%—90% N/A Research & Development Spend 2 N/A N/A$120mm—$125mm—$130mm - Sales & Marketing Margin 2 N/A Consistent across scenarios; 32.5%—22.5% N/A$200mm $200mm $220mm Source: Capital IQ, Thomson One, Napa Management, Orlando ManagementGeneral & Administrative Margin 2 N/A Consistent across scenarios; 2.5%—0.7% N/A 2. Orlando provided these assumptions as part of its incremental model; Wall Street 1. Calendarized to a May 31 fiscal-year end to align with Orlando’s fiscal calendar; Wall Street consensus per ThomsonOne and Capital IQ and may contain individual estimates not consensus for these items does not exist for the period, and Napa management did not provide these items as part of its standaloneavailable to Moelis [19]projections

Napa Historical and Projected Financial Summary Napa Standalone FYE December Napa As Part of Orlando FYE May(Orlando Management Incremental Conservative Case) ($ in millions, unless indicated) Year Year Year Jun-16 Year ¹ Year Year Year YearFY13A FY14A FY15A LTM H2’17E FY18E FY19E FY20E FY21E YoY Growth 31.9% 34.2% 32.5% 30.3% 24.3% 23.2% 22.6% 20.8% 19.4%Subscription and support $333.6 $447.8 $593.1 $672.7 $418.0 $1,029.8 $1,262.3 $1,524.8 $1,821.1 YoY Growth 44.8% 34.0% 36.5% 36.5% 22.1% 20.0% 16.0% 15.0% 14.0%Professional services and other 81.0 108.5 148.1 173.7 106.0 254.4 295.2 339.4 386.9 YoY Growth 34.2% 34.2% 33.2% 31.5% 23.8% 22.5% 21.3% 19.7% 18.4%Total Revenue $414.5 $556.3 $741.1 $846.4 $524.0 $1,284.2 $1,557.5 $1,864.2 $2,208.0 Cost of Professional services and other 71.1 94.5 135.7 160.0 97.0 229.0 261.3 295.3 328.9Cost of Subscription and support 49.1 63.7 84.8 100.6 58.5 133.9 151.5 167.7 182.1 Subscription and support Gross Profit 284.4 384.1 508.3 572.1 359.5 895.9 1,110.8 1,357.1 1,639.0Total Cost of Revenue 120.2 158.1 220.6 260.6 155.5 362.8 412.7 463.0 511.0 Professional services and other Gross Profi 9.9 14.0 12.3 13.7 9.0 25.4 33.9 44.1 58.0Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 86.0% 87.0% 88.0% 89.0% 90.0% Gross Profit $294.3 $398.1 $520.6 $585.8 $368.5 $921.4 $1,144.8 $1,401.2 $1,697.0Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 8.5% 10.0% 11.5% 13.0% 15.0% R&D ² $55.2 $78.0 $102.3 $114.5 $50.0 $120.0 $145.0 $170.0 $200.0Total Gross Margin 71.0% 71.6% 70.2% 69.2% 70.3% 71.7% 73.5% 75.2% 76.9% S&M 183.3 252.1 343.0 385.9 189.6 417.4 440.0 466.1 496.8% of Revenue 13.3% 14.0% 13.8% 13.5% 9.5% 9.3% 9.3% 9.1% 9.1% G&A 32.6 39.2 53.1 57.7 13.1 32.1 15.6 14.9 14.4% of Revenue 44.2% 45.3% 46.3% 45.6% 36.2% 32.5% 28.3% 25.0% 22.5% Total Operating Expenses $271.1 $369.2 $498.4 $558.2 $252.7 $569.5 $600.6 $651.0 $711.2% of Revenue 7.9% 7.0% 7.2% 6.8% 2.5% 2.5% 1.0% 0.8% 0.7% EBIT $23.2 $28.9 $22.2 $27.6 $115.8 $351.9 $544.2 $750.2 $985.8% of Revenue 65.4% 66.4% 67.2% 66.0% 48.2% 44.3% 38.6% 34.9% 32.2% Source: Wall Street Research, Orlando ManagementEBIT Margin 5.6% 5.2% 3.0% 3.3% 22.1% 27.4% 34.9% 40.2% 44.6% 1. Represents Orlando’s projections for Napa during the second half of Orlando’s fiscal year, including Note: Historical and LTM financial information represents data as provided by Orlando, which may differ from Napa’s presentation of historical resultssynergies [20]2. Adjusted for capitalization of certain development costs incurred in connection with its internal use software and website, per Orlando

Napa Historical and Projected Financial Summary Napa Standalone FYE December Napa As Part of Orlando FYE May(Orlando Management Incremental Base Case) ($ in millions, unless indicated) Year Year Year Jun-16 Year ¹ Year Year Year YearFY13A FY14A FY15A LTM H2’17E FY18E FY19E FY20E FY21E YoY Growth 31.9% 34.2% 32.5% 30.3% 24.4% 28.9% 27.1% 24.6% 22.6%Subscription and support $333.6 $447.8 $593.1 $672.7 $418.5 $1,078.6 $1,371.1 $1,708.6 $2,094.8 YoY Growth 44.8% 34.0% 36.5% 36.5% 22.1% 24.0% 20.0% 18.0% 16.0%Professional services and other 81.0 108.5 148.1 173.7 106.0 262.9 315.5 372.3 431.9 YoY Growth 34.2% 34.2% 33.2% 31.5% 23.9% 27.9% 25.7% 23.4% 21.4%Total Revenue $414.5 $556.3 $741.1 $846.4 $524.5 $1,341.5 $1,686.6 $2,080.9 $2,526.7 Cost of Professional services and other 71.1 94.5 135.7 160.0 95.4 232.7 276.1 320.2 367.1Cost of Subscription and support 49.1 63.7 84.8 100.6 58.6 140.2 164.5 187.9 209.5 Subscription and support Gross Profit 284.4 384.1 508.3 572.1 359.9 938.4 1,206.6 1,520.7 1,885.3Total Cost of Revenue 120.2 158.1 220.6 260.6 154.0 372.9 440.6 508.2 576.6 Professional services and other Gross Profi 9.9 14.0 12.3 13.7 10.6 30.2 39.4 52.1 64.8Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 86.0% 87.0% 88.0% 89.0% 90.0% Gross Profit $294.3 $398.1 $520.6 $585.8 $370.5 $968.6 $1,246.0 $1,572.7 $1,950.1Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 10.0% 11.5% 12.5% 14.0% 15.0% R&D ² $55.2 $78.0 $102.3 $114.5 $50.0 $125.0 $150.0 $175.0 $200.0Total Gross Margin 71.0% 71.6% 70.2% 69.2% 70.6% 72.2% 73.9% 75.6% 77.2% S&M 183.3 252.1 343.0 385.9 195.2 436.0 476.5 520.2 568.5% of Revenue 13.3% 14.0% 13.8% 13.5% 9.5% 9.3% 8.9% 8.4% 7.9% G&A 32.6 39.2 53.1 57.7 13.1 33.5 16.9 16.6 16.4% of Revenue 44.2% 45.3% 46.3% 45.6% 37.2% 32.5% 28.3% 25.0% 22.5% Total Operating Expenses $271.1 $369.2 $498.4 $558.2 $258.3 $594.5 $643.4 $711.9 $784.9% of Revenue 7.9% 7.0% 7.2% 6.8% 2.5% 2.5% 1.0% 0.8% 0.7% EBIT $23.2 $28.9 $22.2 $27.6 $112.2 $374.1 $602.6 $860.9 $1,165.2% of Revenue 65.4% 66.4% 67.2% 66.0% 49.2% 44.3% 38.1% 34.2% 31.1% Source: Wall Street Research, Orlando ManagementEBIT Margin 5.6% 5.2% 3.0% 3.3% 21.4% 27.9% 35.7% 41.4% 46.1% 1. Represents Orlando’s projections for Napa during the second half of Note: Historical and LTM financial information represents data as provided by Orlando, which may differ from Napa’s Orlando’s fiscal year, including synergies presentation of historical results [21]2. Adjusted for capitalization of certain development costs incurred in connection with its internal use software and website, per Orlando

Napa Historical and Projected Financial Summary Napa Standalone FYE December Napa As Part of Orlando FYE May(Orlando Management Incremental Upside Case) ($ in millions, unless indicated) Year Year Year Jun-16 Year ¹ Year Year Year YearFY13A FY14A FY15A LTM H2’17E FY18E FY19E FY20E FY21E YoY Growth 31.9% 34.2% 32.5% 30.3% 24.3% 33.0% 32.0% 28.9% 25.4%Subscription and support $333.6 $447.8 $593.1 $672.7 $418.0 $1,112.3 $1,468.6 $1,892.3 $2,372.3 YoY Growth 44.8% 34.0% 36.5% 36.5% 22.1% 28.0% 24.0% 21.0% 18.0%Professional services and other 81.0 108.5 148.1 173.7 106.0 271.4 336.5 407.2 480.5 YoY Growth 34.2% 34.2% 33.2% 31.5% 23.8% 32.0% 30.5% 27.4% 24.1%Total Revenue $414.5 $556.3 $741.1 $846.4 $524.0 $1,383.7 $1,805.1 $2,299.5 $2,852.8 Cost of Professional services and other 71.1 94.5 135.7 160.0 93.8 236.1 291.1 346.1 408.4Cost of Subscription and support 49.1 63.7 84.8 100.6 58.5 144.6 176.2 208.2 237.2 Subscription and support Gross Profit 284.4 384.1 508.3 572.1 359.5 967.7 1,292.4 1,684.1 2,135.1Total Cost of Revenue 120.2 158.1 220.6 260.6 152.3 380.7 467.3 554.3 645.7 Professional services and other Gross Profi 9.9 14.0 12.3 13.7 12.2 35.3 45.4 61.1 72.1Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 86.0% 87.0% 88.0% 89.0% 90.0% Gross Profit $294.3 $398.1 $520.6 $585.8 $371.7 $1,003.0 $1,337.8 $1,745.2 $2,207.1Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 11.5% 13.0% 13.5% 15.0% 15.0% R&D ² $55.2 $78.0 $102.3 $114.5 $50.0 $130.0 $155.0 $185.0 $220.0Total Gross Margin 71.0% 71.6% 70.2% 69.2% 70.9% 72.5% 74.1% 75.9% 77.4% S&M 183.3 252.1 343.0 385.9 198.9 449.7 509.9 574.9 641.9% of Revenue 13.3% 14.0% 13.8% 13.5% 9.5% 9.4% 8.6% 8.0% 7.7% G&A 32.6 39.2 53.1 57.7 13.1 34.6 18.1 18.4 18.5% of Revenue 44.2% 45.3% 46.3% 45.6% 38.0% 32.5% 28.3% 25.0% 22.5% Total Operating Expenses $271.1 $369.2 $498.4 $558.2 $262.0 $614.3 $683.0 $778.3 $880.4% of Revenue 7.9% 7.0% 7.2% 6.8% 2.5% 2.5% 1.0% 0.8% 0.7% EBIT $23.2 $28.9 $22.2 $27.6 $109.7 $388.7 $654.8 $967.0 $1,326.7% of Revenue 65.4% 66.4% 67.2% 66.0% 50.0% 44.4% 37.8% 33.8% 30.9% Source: Wall Street Research, Orlando ManagementEBIT Margin 5.6% 5.2% 3.0% 3.3% 20.9% 28.1% 36.3% 42.1% 46.5% 1. Represents Orlando’s projections for Napa during the second half of Note: Historical and LTM financial information represents data as provided by Orlando, which may differ from Napa’s Orlando’s fiscal year, including synergies presentation of historical results [22]2. Adjusted for capitalization of certain development costs incurred in connection with its internal use software and website, per Orlando

Financial Analysis Unaffected Price : $75.85 Offer Price : $109.00Methodology Metric Range Current Price : $84.72 TEV / 2016E (12/31/16) Revenue ¹ $960 7.0x – 9.0x $79 $101Selected Public SaaS Companies: Selected Precedent Transactions:TEV / 2017E (12/31/17) Revenue ¹ $1,218 6.0x – 7.5x $86 $107 l TEV / LTM (6/30/16) Revenue ² $846 9.0x – 13.0x $89 $127ysis Ana RevenueFinancial TEV / NTM (6/30/17) Revenue ¹ $1,084 8.0x – 11.0x $101 $138 DCF Analysis: ³ Synergies? Multiple WACCIncludes Terminal Orlando Incremental—Base Yes 7.5x – 8.5x 9.0% – 12.0% $141 $178Orlando Incremental—Upside Yes 8.0x – 9.0x 9.0% – 12.0% $168 $211 ve y) Trading Range:Orlando Incremental—Conservative Yes 7.0x – 8.0x 9.0% – 12.0% $117 $148 spe cecti Onl 3-Year Low-High $52 $120 ePer re n k Ree t f 1-Year Low-High $52 $102 Ma (Forr $50 $100 $150 $200 $250Analyst Price Target Low-High $60 $130 1. Projections per Napa management, using Approved Napa Share Count Sources: Napa Management, Orlando Management, Wall Street Researchto calculate illustrative per share Napa price 3. Per Orlando management, DCF does not 2. Preliminary results from Napa management, using Approved include incremental value associated with Napa’s $889mm federal and state NOLs; assumes transaction date of 11/30/16 using Approved Napa ShareNapa Share Count to calculate illustrative per share Napa price [ 23 ]Count

Selected Public SaaS Companies Given Consistent with Napa’s operating performance is consistent with the Selected Public SaaS Companies below, for valuation purposes, the revenue multiple means and medians were taken into consideration by MoelisNapa, the Selected Public SaaS Companies below are commonly valued on a revenue multiple basis Enterprise Revenue Growth Margin Margin Growth Revenue EBITDA ¹As of July 22, 2016 Revenue Gross EBITDA LT Enterprise Value / Enterprise Value / Selected Public SaaS Companies($ in millions) Value CY’16E ‘15A-‘16E ‘16E-‘17E CY’16E CY’16E Rate LTM CY’16E CY’17E CY’16E CY’17E Workday, Inc. 16,192 1,554 33.7% 30.7% 71.9% 8.5% 38.3% 12.9x 10.4x 8.0x n/m n/msalesforce.com, inc. $58,666 $8,308 24.6% 21.6% 76.9% 20.1% 29.2% 8.3x 7.1x 5.8x 35.1x 26.9x Palo Alto Networks, Inc. 12,363 1,583 25.5% 31.4% 77.4% 21.3% 40.9% 9.8x 7.8x 5.9x 36.6x 25.8xServiceNow, Inc. 12,957 1,369 36.1% 30.1% 75.0% 17.9% 43.9% 11.8x 9.5x 7.3x n/m 33.9x The Ultimate Software Group, Inc. 6,493 779 26.1% 21.9% 63.3% 24.9% 23.3% 9.8x 8.3x 6.8x 33.5x 27.0xSplunk, Inc. 7,928 897 34.2% 28.2% 85.6% 8.5% 43.8% 10.9x 8.8x 6.9x n/m n/m Overall Mean $2,132 29.6% 26.8% 74.6% 15.6% 34.2% 10.1x 8.3x 6.5x 35.1x 31.9xCornerstone OnDemand, Inc. 2,563 432 27.1% 23.9% 72.3% 7.9% 20.0% 7.0x 5.9x 4.8x n/m 45.9x Napa (Wall Street—at Market) $7,203 $966 30.4% 26.6% 69.7% 8.5% 36.8% 8.5x 7.5x 5.9x n/m n/mOverall Median 1,369 27.1% 28.2% 75.0% 17.9% 38.3% 9.8x 8.3x 6.8x 35.1x 27.0x Source: Capital IQ, Napa and Selected Public SaaS Company Filings Note: All years represent calendar yearsNapa (Napa Mgmt.—at Market) $7,203 $960 29.6% 26.9% 67.5% n/a n/a 8.5x 7.5x 5.9x n/a n/a [24]1. EBITDA multiples above 50x are shown as “n/m”

As the Selected Selected Precedent TransactionsPrecedent Transactions below demonstrate, recent transactions have typically occurred at higher implied transaction revenue multiples than in earlier years (2011 – 2012), which Moelis took into growth than the means and medians listed belowconsideration In selecting its precedent transaction multiples for its financial analysis, Moelis also considered that Napa operates on a larger scale than the transaction targets below and at greater LTM and NTM revenue Announced Target Acquiror Consideration Revenue ¹ Revenue Growth ² Implied TEV LTM Revenue NTM RevenueDate Form of LTM LTM to NTM Implied TEV to 10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC Cash 486 14.0% 4,446 9.2x 8.0x06/01/16 Demandware, Inc. salesforce.com, inc. Cash $ 254 26.0% $2,788 11.0x 8.7x 09/18/14 Concur Technologies, Inc. SAP America, Inc. Cash 668 21.2% 8,592 12.9x 10.6x12/22/14 DataLogix Holdings, Inc. ³ Oracle Corporation Cash 103 39.4% 1,189 11.6x 8.3x 12/20/13 Responsys, Inc. Oracle Corporation Cash 194 17.5% 1,457 7.5x 6.4x06/13/14 OpenTable, Inc. The Priceline Group Inc. Cash 198 19.0% 2,570 13.0x 10.9x 12/20/12 Eloqua, Inc. Oracle Corporation Cash 90 19.4% 872 9.7x 8.1x06/04/13 ExactTarget, Inc. salesforce.com, inc. Cash 317 23.9% 2,539 8.0x 6.5x 05/22/12 Ariba Inc. SAP America, Inc. Cash 502 13.3% 4,411 8.8x 7.8x08/27/12 Kenexa Corp. IBM Cash 318 25.0% 1,298 4.1x 3.3x 12/03/11 SuccessFactors, Inc. SAP America, Inc. Cash 292 37.9% 3,571 12.2x 8.9x02/09/12 Taleo Corp. Oracle Corporation Cash 309 18.3% 1,942 6.3x 5.3x Mean $ 304 22.3% 9.3x 7.6x10/24/11 Rightnow Technologies, Inc. Oracle Corporation Cash 216 14.1% 1,606 7.4x 6.5x Napa (at transaction) $ 846 28.1% $9,353 11.1x 8.6xMedian $ 292 19.4% 9.2x 8.0x 1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior to the transactionSources: Capital IQ, Target and Acquiror Filings, Wall Street Research 3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as 2. NTM revenue for precedent transactions represents forecasted revenue for the four fiscal quarters following DataLogix Holdings, Inc. was private at the time of transactionthe transaction [25]4. LTM revenue as of 6/30/16, NTM revenue as of 6/30/17 per Napa management preliminary results and projections; uses Approved Share Count to calculate enterprise value as of 7/22/16

Napa Discounted Cash Flow Analysis The analysis below is not a standalone DCF of Napa, and instead (Orlando Incremental Model Conservative Case) illustrates the DCF value of the incremental that are available only to Orlando pro forma for the impact of Napa to Orlando’s revenue and cash flows and acquisition; this does not reflect any value upsideincludes the impact of synergies and other benefits For the Fiscal Year Ended May 31, Terminalassociated with Napa’s NOL balance per Orlando management Total Revenue $524 $1,284 $1,557 $1,864 $2,208($ in millions) H2 2017E 2018E 2019E 2020E 2021E Value Non-GAAP % Growth — 145.1% 21.3% 19.7% 18.4%EBIT 116 352 544 750 986 Less: Stock-based Compensation ¹(79)(193)(234)(280)(331)% Margin 22.1% 27.4% 34.9% 40.2% 44.6% Plus: Depreciation & Amortization ³ 26 64 78 93 110Less: Cash Taxes ²(13)(56)(109)(165)(229) Plus: Working Capital & Other — — — — —Less: Capital Expenditures(26)(64)(78)(93)(110) % Growth — 328.1% 95.0% 51.5% 39.1%Unlevered Free Cash Flow $24 $104 $202 $306 $425 $17,664 Implied Share Price Implied Perpetuity Growth RateDISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES Rate 7.00x 7.25x 7.50x 7.75x 8.00x Rate 7.00x 7.25x 7.50x 7.75x 8.00xDiscount LTM Revenue Terminal Multiple Discount LTM Revenue Terminal Multiple 10.0%9.0% 125.98 129.95 134.21 138.18 142.15 10.0% 7.1% 7.2% 7.2% 7.3% 7.4%$131.16 $135.31 $139.44 $143.58 $147.72 9.0% 6.1% 6.2% 6.3% 6.4% 6.4% 12.0%11.0% 116.87 120.54 124.49 128.15 131.81 12.0% 9.0% 9.1% 9.2% 9.3% 9.4%121.31 125.13 129.23 133.04 136.85 11.0% 8.0% 8.1% 8.2% 8.3% 8.4% Note: Analysis reflects Napa under Orlando ownership. Assumed date of 11/30/16Source: Orlando Management, Napa Filings 2. sumes 35% tax rate, per Orlando Management1. Assumed to be 15% of annual revenue for the forecasting period and is tax-deductible per Orlando Management 4. Assumed to equal annual depreciation & amortization expense, per Orlando Management3. Per O ando 5/27/16 Financial Presentation; assumes H2 2017E is half of full-year projection provided at the time [26]5. Assumed to be zero, per Orlando Management

Napa Discounted Cash Flow Analysis The analysis below is not a standalone DCF of Napa, and instead illustrates the (Orlando Incremental Model Base Case) DCF value of the incremental that are available only to Orlando pro forma for the acquisition; this does impact of Napa to Orlando’s revenue and cash flows and includes the impact not reflect any value upsideof synergies and other benefits For the Fiscal Year Ended May 31, Terminalassociated with Napa’s NOL balance per Orlando management Total Revenue $525 $1,341 $1,687 $2,081 $2,527($ in millions) H2 2017E 2018E 2019E 2020E 2021E Value Non-GAAP EBIT 112 374 603 861 1,165% Growth — 155.8% 25.7% 23.4% 21.4% Less: Stock-based Compensation ¹(79)(201)(253)(312)(379)% Margin 21.4% 27.9% 35.7% 41.4% 46.1% Plus: Depreciation & Amortization ³ 26 67 84 104 126Less: Cash Taxes ²(12)(61)(122)(192)(275) Unlevered Free Cash Flow $22 $112 $227 $357 $511 $20,214(26)(67)(84)(104)(126) DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES% Growth — 415.7% 102.2% 57.0% 43.3% Discount LTM Revenue Terminal Multiple Discount LTM Revenue Terminal MultipleImplied Share Price Implied Perpetuity Growth Rate 9.0% $158.58 $163.31 $168.04 $172.78 $177.51 9.0% 6.1% 6.2% 6.3% 6.4% 6.5%Rate 7.50x 7.75x 8.00x 8.25x 8.50x Rate 7.50x 7.75x 8.00x 8.25x 8.50x 11.0% 146.88 151.24 155.60 159.97 164.33 11.0% 8.1% 8.2% 8.3% 8.3% 8.4%10.0% 152.58 157.13 161.67 166.21 170.76 10.0% 7.1% 7.2% 7.3% 7.4% 7.4% Analysis reflects Napa under Orlando ownership. Assumed date of 11/30/1612.0% 141.45 145.64 149.83 154.02 158.21 12.0% 9.1% 9.2% 9.2% 9.3% 9.4% 2. Assumes 35% tax rate, per Orlando Management1. Assumed to be 15% of annual revenue for the forecasting period and is tax-deductible per Orlando Management 4. Assumed to equal annual depreciation & amortization expense, per Orlando Management3. Per Orlando 5/27/16 Financial Presentation; assumes H2 2017E is half of full-year projection provided at the time [27]5. Assumed to be zero, per Orlando Management

(Orlando Napa Discounted Cash Flow AnalysisIncremental Model Upside Case) impact of Napa to Orlando’s revenue and cash flows and includes the impact The analysis below is not a standalone DCF of Napa, and instead illustrates the of synergies and other benefitsDCF value of the incremental associated with Napa’s NOL balance per Orlando managementthat are available only to Orlando pro forma for the acquisition; this does not reflect any value upside ($ in millions) H2 2017E 2018E 2019E 2020E 2021E ValueFor the Fiscal Year Ended May 31, Terminal % Total Revenue $524 $1,384 $1,805 $2,300 $2,853Growth — 164.1% 30.5% 27.4% 24.1% % Margin 20.9% 28.1% 36.3% 42.1% 46.5%Non-GAAP EBIT 110 389 655 967 1,327 Less: Cash Taxes ²(11)(63)(134)(218)(315)Less: Stock-based Compensation ¹(79)(208)(271)(345)(428) Less: Capital Expenditures(26)(69)(90)(115)(143)Plus: Depreciation & Amortization ³ 26 69 90 115 143 Unlevered Free Cash Flow $20 $118 $250 $404 $584 $22,822Plus: Working Capital & Other — — — — — DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES% Growth — 482.5% 112.0% 62.0% 44.5% Discount LTM Revenue Terminal Multiple Discount LTM Revenue Terminal MultipleImplied Share Price Implied Perpetuity Growth Rate 9.0% $189.16 $194.52 $199.87 $205.23 $210.58 9.0% 6.3% 6.4% 6.4% 6.5% 6.6%Rate 8.00x 8.25x 8.50x 8.75x 9.00x Rate 8.00x 8.25x 8.50x 8.75x 9.00x 11.0% 174.88 179.85 185.05 189.98 194.91 11.0% 8.2% 8.3% 8.4% 8.5% 8.5%10.0% 181.95 187.09 192.23 197.37 202.51 10.0% 7.3% 7.3% 7.4% 7.5% 7.6% Source: Orlando Management, Napa Filings Note: Analysis reflects Napa under Orlando ownership. Assumed date of 11/30/1612.0% 168.38 173.12 178.12 182.86 187.59 12.0% 9.2% 9.3% 9.4% 9.4% 9.5% 2. Assumes 35% tax rate, per Orlando Management1. Assumed to be 15% of annual revenue for the forecasting period and is tax-deductible per Orlando Management 4. Assumed to equal annual depreciation & amortization expense, per Orlando Management3. Per Orlando 5/27/16 Financial Presentation; assumes H2 2017E is half of full-year projection provided at the time [28]5. Assumed to be zero, per Orlando Management

Napa Projections – Orlando Incremental Case Comparison Over Time Conservative case reflects worst case implications from preliminary Q2’16 results (cost synergies, standalone revenue performance)Orlando constructed three cases to reflect the following: Upside case reflects both cost & greater revenue synergies associated with the transactionBase case reflects incremental revenue synergies and cost synergies FY’18—FY’21 ASSUMPTIONS ORIGINAL REVISED CONSERVATIVE BASE UPSIDE CONSERVATIVE BASE UPSIDE(5/20/16)(7/12/16)(7/13/16)(7/24/16) Prof. Services & Other Growth 24%—16% 20%—14% 20%—14% 24%—16% 28%—18% 20%—14% Subscription & Support Growth 29%—22% 23%—20% 23%—20% 29%—22% 33%—24% 23%—19% 29%—23% 33%—25%24%—16% 28%—18% Prof. Services & Other Margin 11.5%—15% 10%—15% 10%—15% 11.5%—15% 13%—15% Subscription & Support Margin Consistent across scenarios; 87%—90% 10%—15% 12%—15% 13%—15% Research & Development Spend $200mm $200mm $200mm $200mm $220mm $125mm – $120mm – $120mm – $125mm – $130mm – $120mm—$125mm—$130mm -$200mm $200mm $220mm General & Admin. Margin Consistent across scenarios; 2.5%—0.7%Sales & Marketing Margin Consistent across scenarios; 32.5%—22.5% Orlando Original Incremental (5/20/16)REVENUE COMPARISON NON-GAAP EBIT COMPARISON Orlando Incremental Conservative (7/13/16)Orlando Revised Incremental (7/12/16) Orlando Incremental Upside (7/13/16)Orlando Incremental Base (7/13/16) Orlando Incremental Updated Base (7/24/16)Orlando Incremental Updated Conservative (7/2416) H2 2017E 2018E 2019E 2020E 2021E H2 2017E 2018E 2019E 2020E 2021EOrlando Incremental Updated Upside (7/24/16) [29]Source: Orlando Management

Appendix

A. Additional Valuation Detail

As of Weighted Average Cost of Capital Analysis07/22/16 Levered Beta ¹ Total MV Debt/ Asset Beta ² Int. Expense / Selected Public SaaS Companies($ in millions) 2-Year 5-Year Debt Equity Total Cap 2-Year 5-Year Total Debt Workday, Inc. 1.578 1.507 600 17,672 3.3% 1.544 1.474 5.3%salesforce.com, inc. 1.271 1.291 $2,120 $58,298 3.5% 1.238 1.257 3.7% Palo Alto Networks, Inc. 1.063 1.147 575 12,776 4.3% 1.035 1.116 4.0%ServiceNow, Inc. 1.267 1.329 575 13,283 4.1% 1.232 1.292 5.5% The Ultimate Software Group, Inc. 1.187 1.147 10 6,579 0.2% 1.186 1.146 5.4%Splunk, Inc. 1.823 1.755 — 8,951 — 1.823 1.755 NA Overall Mean 1.312 1.313 3.5% 1.285 1.285 4.8%Cornerstone OnDemand, Inc. 0.994 1.018 253 2,584 8.9% 0.935 0.958 5.0% Napa 1.210 1.308 $314 $7,299 4.1% 1.160 1.254 4.7%Overall Median 1.267 1.291 3.5% 1.232 1.257 5.2% Long-horizon expected equity risk premium (supply-side) ofKEY ASSUMPTIONS WACC SENSITIVITY Yield on 20-year U.S. Treasury (7/22/2016) of 1.90% Total Cap 1.100 1.200 1.300 1.400 1.5006.03% (Source: Duff & Phelps 2016) Debt / Unlevered Beta Duff and Phelps 2016, based on companies with an equity 5.0% 9.3% 9.9% 10.5% 11.1% 11.7%Size premium of 0.86% using the 3rd decile tier provided by — 9.4% 10.0% 10.6% 11.2% 11.8% Stated tax rate of 35.0% per Orlando Management guidancevalue between $5.2 billion and $9.6 billion Public SaaS Companies5.2% pre-tax cost of debt, based on the median of the Selected 1 Bloomberg adjusted betaSource: Bloomberg, Capital IQ, Selected Public SaaS Company Filings, Duff & Phelps 2016 Valuation Handbook, U.S. Department of the Treasury Note: Values as of 7/22/16 [32]2 Unlevered adjusted beta of selected companies used to calculate relevered beta using the formula B = Bu(1+(1-t)(D/E))

Incorporation of Napa Due Diligence ResultsChanges and Modifications Since May 27, 2016 Special Committee Presentation Orlando used as part of its Napa financial analysisMoelis has incorporated Napa information obtained from the due diligence process into its analysis, as well as due diligence information that Moelis received Orlando’s original incremental model on May 20, 2016, a revised incremental model on July 12, 2016, and a 3 case model on JulyRevised Orlando Management Incremental Model On July 13, 2016, Orlando created three distinct cases for Napa to detail its conservative, baseline, and upside financial projections13, 2016 Orlando’s previous 12-month projections for the same fiscal year endEach case details 6-month illustrative financial projections for Napa as part of Orlando for the fiscal year ending May 31, 2017, differing from illustrative value of Napa to Orlando’s revenue and cash flows and As with its May 27, 2016 financial presentation to the Committee, Orlando created its projections on an including the impact of synergies and other benefits that are not available toincremental basis, demonstrating the On July 24, 2016 Moelis received revised conservative, baseline, and upside financial Napa shareholders on a standalone basis projections from Orlando In its discounted cash flow analyses of the Orlando cases, The differences in revenue, non-GAAP EBIT, and related financial assumptions across Moelis used a discount rate range of 9%—12% in all cases to reflect market conditions asthe Orlando cases over time can be seen on page 29 Projection and Treatment of Stock-Based Compensationof July 22, 2016 held constant thereafter; stock-based compensation is now assumed to be 15% of Moelis previously assumed that stock-based compensation would be 15% of Napa revenue for the Orlando fiscal year ending Napa’s annual revenue during each year of the projection period,May 31, 2017 and Stock-based compensation was not previously treated as in-line with current Napa stock-based compensation expense as a percentage of revenuetax-deductible, which Moelis has modified in accordance with U.S. GAAP Napa FY2016 Q2 preliminary revenue results have been incorporated into all Napa LTM revenue multiplesFinancial and Price Updates Napa common shares outstanding, options, and RSUs have been updated to reflect Napa NTM financial projections are therefore now based on the four quarters ending June 30, 2017, per information as of June 30, 2016projections by Napa management [ 33 ]All financial market data is now as of July 22, 2016, updated from data as of May 23, 2016

Changes and Modifications Since May 27, 2016 Special Committee Presentation (cont’d) Updated Total Enterprise Value Calculationcalculation of Napa make-whole shares to reflect additional clarification received from Napa as part of its July 20, 2016 accounting Selected Precedent Transactionsdiligence session as well as Napa’s memo on the topic received on the same date Additional Illustrative AnalysesUpdated to include the acquisition of Demandware Inc., by Salesforce.com, Inc., as announced after the May 27, 2016 presentation on June 1, 2016 Projections were prepared by Napa Management for its Board of Directors, covering the period from 2016 – 2021Moelis has included the standalone financial model provided by Napa on July 20, 2016 to demonstrate an illustrative standalone forecast for Napa Napa’s projections as presented do not include any adjustments by Orlando management to the financials provided by These projections were not relied upon by Orlando management in preparing its Orlando Management Incremental Model for NapaNapa management (see Moelis has presented an illustrative analysis of the potential benefit page 38 for further detail); Orlando’s management has not prepared projections based associated with Napa’s net operating losses (see page 36 for further detail)on Napa’s standalone prospects Updated to include the most recent financial projections and recommendations available to Moelis, including Wall Street Research recently initiated coverage by Ratings and price targets from Benchmark Company and Needham & Company Cowen and Company and BMO Capital Markets, and ratings from Goldman Sachs, D.A. have subsequently been removed because of the length of timeDavidson, Nomura, and Stifel [ 34 ]since their most recent release (February 1 and January 29, 2016 respectively)

Comparison of Moelis and Orlando Materials Moelis and Orlando each independently selected a series of public companies to incorporate into their respective materials, which differ in certain instancesSelected Publicly Traded SaaS Companies Analysis corresponding LTM Revenue and EBIT marginsOrlando presented its selected public companies on an Enterprise Value to LTM Revenue and LTM EBIT multiple basis respectively, also presenting the an Enterprise Value to calendar year 2016 and calendar 2017 EBITDA Moelis presented its selected public companies on an Enterprise Value to LTM, calendar year 2016, NTM, and calendar year multiple basis, also detailing annual revenue growth rates, and gross / EBITDA margins2017 revenue multiple basis, as well as on Moelis and Orlando each independently selected a series of precedent mergers and Selected Precedent Transaction Analysis acquisitions to incorporate into their respective materials, which differ in certain Orlando presented its selected acquired companies on an Enterprise Value to LTM Revenue and LTM EBIT multiple basis instances respectively, also detailing the Moelis presented its selected acquired companies on an Enterprise Value to LTM and independently projected NTM Revenue corresponding LTM Revenue and EBIT margins basis respectively, also detailing the Moelis and Orlando differed in their approach to treating convertible debt hedges as part of their analyses, projected LTM to NTM Revenue growth at the time of acquisition 1 thereby affecting their calculated enterprise values and Discounted Cash Flow Analysiscorresponding revenue multiples also performed a discounted cash flow analysis using internal investment hurdle assumptions.Moelis performed a discounted cash flow analysis to derive a range of illustrative Napa share price values based on projection sets provided by Orlando. Orlando case (collectively covering a revenue terminal multiple range of 7 Moelis calculated its illustrative Napa share prices using a range of revenue terminal multiples, which varied across the – 9x) as well as a discount rate range of 9 – 12% across all casesprojection sets to reflect each individual growth rate rangeOrlando calculated its illustrative Napa share prices using a range of assumptions including terminal multiples, a discount hurdle rate range, and a perpetuity As part of its incremental financial projections, Orlando does not include stock-based compensation in Stock-based Compensation Expense its DCF analysis Napa in the second half of its In incorporating Orlando’s incremental financial projections, Moelis added stock-based fiscal year ending May 31, 2017, and equal to 15% of Orlando’s revenue projections for Napa in the each of the following fiscal years, in-compensation expense equal to 15% of Orlando’s revenue projections for Calculation of Napa Total Enterprise Valueline with current Napa stock-based compensation expense as a percentage of revenue fundamental change in the business, including an acquisitionAs part of Napa’s issuance of $310 million in convertible notes, a provision exists allowing noteholders to receive additional convertible shares in the event of a enterprise valueThe number of additional shares is calculated based on both the share price and date of the fundamental change, which impacts the calculation of Napa’s total enterprise values for the transactionFor purposes of its analysis, Moelis calculated Napa’s enterprise value as of July 22, 2016, while Orlando assumed a date of November 30, 2016, creating differing [35]1. Projections per Capital IQ

The illustrative Illustrative NOL Benefit Summaryanalysis below represents a range of potential values for Napa’s federal NOLs within incorporate numerous a potential pro forma combination with Orlando. The below calculation is illustrative and does notcomplexities in calculating Section 382 limitations. NOL SCHEDULEDoes not include the benefit of state NOLs IRS Long-Term Tax-Exempt Rate 2.24%Illustrative Purchase Price as of 11/30/16 ¹ $9,350.0 For the Fiscal Year Ended May 31,Annual Sec. 382 NOL Deduction Limit $209.4 Pro Forma EBT ² $7,610.5 $16,141.6 $17,256.6 $19,232.8 $20,560.2($ in millions) H2 2017E 2018E 2019E 2020E 2021E Post-NOL Taxable Income 7,401.1 15,932.2 17,047.1 19,023.3 20,508.5NOL Utilization(209.4)(209.4)(209.4)(209.4)(51.7) Cash Taxes Payable $2,590.4 $5,576.3 $5,966.5 $6,658.2 $7,178.0Tax Rate 35% 35% 35% 35% 35% SENSITIVITY ANALYSISTax Savings $73.3 $73.3 $73.3 $73.3 $18.1 Discount ($ in millions except per share amounts)Rate Napa Discount Rate NOL $270.1 $266.2 $262.5 $258.8 Impact ³ $3.11 $3.07 $3.02 $2.98Value of 9% 10.0% 11.0% 12.0% Per Share 9% 10.0% 11.0% 12.0% Note: Moelis does not offer tax or accounting adviceSource: Napa Management, U.S. IRS, Capital IQ by Orlando1. Approved Napa Share Count, with market cap calculated based on securities outstanding as of 6/30/16 per capitalization table provided by Napa management and approved for Moelis’ use [36]2. Combines Orlando’s incremental financial projections (Base Case) as provided on July 24, 2016 with Wall Street consensus Orlando EBT projections 3. Calculated based on Approved Napa Share Count

(Napa Management Model)Napa Historical and Projected Financial Summary FY13A FY14A FY15A LTM FY16E FY17E FY18E FY19E FY20E FY21ENapa Standalone FYE December Napa Standalone FYE December Subscription and support $333.6 $447.8 $593.1 $672.7 $744.8 $935.6($ in millions, unless indicated) Year Year Year Jun-16 Year Year Year Year Year Year Professional services and other 81.0 108.5 148.1 173.7 215.4 282.7YoY Growth 31.9% 34.2% 32.5% 30.3% 25.6% 25.6% Total Revenue $414.5 $556.3 $741.1 $846.4 $960.2 $1,218.3 $1,533.0 $1,929.0 $2,425.0 $3,023.0YoY Growth 44.8% 34.0% 36.5% 36.5% 45.5% 31.2% Cost of Subscription and support 49.1 63.7 84.8 100.6 113.4YoY Growth 34.2% 34.2% 33.2% 31.5% 29.6% 26.9% 25.8% 25.8% 25.7% 24.7% Total Cost of Revenue 120.2 158.1 220.6 260.6 312.1 388.3 471.0 560.0 671.0 818.0Cost of Professional services and other 71.1 94.5 135.7 160.0 198.7 Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 84.8%Subscription and support Gross Profit 284.4 384.1 508.3 572.1 631.4 Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 7.7%Professional services and other Gross Profi 9.9 14.0 12.3 13.7 16.7 Total Gross Margin 71.0% 71.6% 70.2% 69.2% 67.5% 68.1% 69.3% 71.0% 72.3% 72.9%Gross Profit $294.3 $398.1 $520.6 $585.8 $648.1 $830.0 $1,062.0 $1,369.0 $1,754.0 $2,205.0 % of R&D $54.8 $78.1 $102.8 $114.8 $124.2Revenue 13.2% 14.0% 13.9% 13.6% 12.9% % of Revenue 44.2% 45.3% 46.3% 45.6% 43.4%S&M 183.3 252.1 343.0 385.9 416.7 % of Revenue G&A 32.6 39.2 53.1 57.7 62.77.9% 7.0% 7.2% 6.8% 6.5% % of Revenue 65.3% 66.4% 67.3% 66.0% 62.9% 63.1% 62.0% 61.4% 60.6% 59.2%Total Operating Expenses $270.7 $369.3 $498.9 $558.5 $603.6 $769.0 $951.0 $1,184.0 $1,469.0 $1,791.0 EBIT Margin 5.7% 5.2% 2.9% 3.2% 4.6% 5.0% 7.2% 9.6% 11.8% 13.7%EBIT $23.6 $28.8 $21.7 $27.3 $44.5 $61.0 $111.0 $185.0 $285.0 $414.0 Note: Historical and projected results reflect non-GAAP measures (excluding revenue); historical results are as presented by Napa management and therefore may differ from Orlando’s Source: Public Filings, Napa Management historical presentation of Napa’s [37]financial results

(Napa Management Model)Illustrative Napa Discounted Cash Flow Analysis to provide context of Napa on a standalone basis, as the Orlando management projections reflect theMoelis conducted the illustrative analysis below as part of its due diligence. This illustrative analysis is shown other benefits that are available only to Orlando pro forma for the acquisition. Orlando management did notincremental impact of Napa to Orlando’s revenue and cash flows and includes the impact of synergies and part of its financial analysis.rely on these projections in creating its incremental model. Moelis did not rely on this illustrative analysis as Orlando requested from Napa, but Moelis and Orlando did not receive such information. When information was not received fromThe illustrative analysis below is based on the Napa management model. Asterisked (*) items indicate information that Moelis and diligence of the business.Napa management, Moelis used information received from Orlando, with the input received in part from its own knowledge and ($ in millions) Dec. 2016E 2017E 2018E 2019E 2020E 2021E ValueFor the Fiscal Year Ended December 31, Terminal % Growth — — 25.9% 25.8% 25.7% 24.7%Total Revenue $88 $1,218 $1,533 $1,929 $2,425 $3,023 % Margin 5.5% 5.0% 7.2% 9.6% 11.8% 13.7%Non-GAAP EBIT 5 61 111 185 285 414 Less: Cash Taxes * — — — — — Less: Stock-based Compensation *(13)(183)(230)(289)(364)(453)— Less: Capital Expenditures *(4)(61)(77)(96)(121)(151)Plus: Depreciation & Amortization * 4 61 77 96 121 151 Unlevered Free Cash Flow($8)($122)($119)($104)($79)($39) $24,184Plus: Working Capital & Other * — — — — — — Implied Share PriceDISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLE Discount LTM Revenue Terminal Multiple cash flow in the final year, the prices toDue to negative projected unlevered free 9.0%Rate 8.00x 8.25x 8.50x 8.75x 9.00x the left cannot imply a meaningful $174.31 $179.71 $185.13 $190.52 $195.95 perpetuity growth rate; the terminal 10.0%value represents more than 100% of the 166.60 171.70 176.85 182.03 187.18 implied enterprise value in the 12.0%11.0% 152.29 156.90 161.60 166.34 171.04159.16 164.07 169.04 173.95 178.91 illustrative analysis. Source: Napa Management, Napa Filings [ 38 ]Note: Assumed date of 11/30/16. Excludes NOLs per Orlando Management, however there are no cash taxes after tax-deducting the projected stock-based compensation expense

B. Napa Overview

Napa at a Glance BUSINESS OVERVIEWNapa is a leading pure-play SaaS provider of cloud-based financials / ERP software suites Offerings cover a broad group of industries, with attractive positions in:Applications aim to address a defined set of customer requirements Wholesale / distribution Financial servicesSoftware E-commerce and retail Computer and IT services EducationConsulting Healthcare services NAPA OFFERS A CENTRALIZED BUSINESS SOLUTIONFounded in 1998, Napa employs over 4,600 people in 12 countries Napa HelpsERP SRP Businesses Mgmt. Mgmt.Warehouse Project Customer ManagementCORE BUSINESS Inventory ResourceOrder Management Billing ManagementMgmt. Global Financial Management Mgmt. Applications Address their Revenue ManagementManufacturing Time & Expense Singular Supply Chain ProjectIssues via a OfferingSuite Mgmt. Accounting [40]Sources: Napa Filings, Wall Street Research

Napa’s strong cloud Napa Historical Buildmarket position is evidenced by its steady revenue growth and increasing customer base ($ in millions)NAPA FISCAL YEAR ANNUAL REVENUE 1 $741$960 $556Napa IPO $309$415 $152 $167 $193$236 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016E$67 $109 30,000+CUSTOMERS — TOTAL # OF COMPANIES, SUBS AND ORGANIZATIONS 2 20,00024,000 12,00016,000 ~7,70010,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015<5,300 ³ 5,600 6,600 1.Sources: Napa Filings, Wall Street Research Napa Q1 2016 Investor Presentation and 2016 annual revenue guidance per Napa management as of 7/22/16 3. Approximately 5,300 active Napa customers as of 3/31/07 per S1 filed 2. Based on Napa Q1 2016 Investor Presentation for 2010 – 2015 totals and Napa filings 7/2/07, therefore assumed that Napa had less customers in 2006and earnings calls prior to that [ 41 ]4. Total based on Napa’s stated new customers added per quarter in 2009 (per Napa earnings calls) and its year-end 2008 active customers (per Napa’s 12/31/2008 10-K)

Napa’s Investment in the Cloud current Over the past customer base of over 30,000 companies / subsidiaries in over 160 countries18 years Napa has spent over $2.1bn to develop its product, establish its brand, and build its ($ in millions)NAPA PRODUCT DEVELOPMENT AND SALES & MARKETING SPEND SINCE 2004 1 Note that Napa’s publicly available information $1,633$2,157 these figures do not encompass the first six yearsdates back to 2004 (as it IPO’d in 2007), therefore $947of operations $1,235 $576$740 $344$448 $164$245 $35 $288 $398$99 $524 2004 2005 $35 $64 $65 $82 $98 $105 $128 $164 $2072006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Annual Spend (mm):Annual Product Development + Sales & Marketing Spend Cumulative Product Development + Sales & Marketing Spend Sales and Marketing 27 39 44 58 77 76 93 120 154 210 291 389Product Development $8 $25 $21 $24 $22 $29 $35 $44 $53 $78 $107 $136 Employees:Total $35 $64 $65 $82 $98 $105 $128 $164 $207 $288 $398 $524 Sales and Marketing NA NA NA 226 ² 314 274 347 384 518 716 985 1,394Product Development NA NA NA 76 ² 118 135 165 239 393 592 835 1,058 Source: Napa FilingsTotal NA NA NA 302 ² 432 409 512 623 911 1,308 1,820 2,452 interest expense on convertible debt and income tax benefits as allocated to the Product Development and Sales & Marketing expense categories over time1. Includes stock-based compensation, amortization of acquisition-related intangibles, transaction costs for business combinations, costs associated with a patent dispute settlement, non-cash [ 42 ]2. As of 9/30/07 per 424B4 filed 12/20/07

Contact Information Moelis & Company LLCMoelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC. Tel: (310) 443-23001999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067 [43]399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800