Technology, Media & Telecom

Technology, Media & Telecom INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018

Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams Ltd, which is private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams is a trade name under which Harris Williams LLC and Harris Williams Ltd conduct business. INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 HW Infrastructure Software Introduction

TECHNOLOGY, MEDIA & TELECOM HARRIS WILLIAMS (“HW”) AS A FIRM Jeff Bistrong (“TMT”) GROUP Managing Director • Founded in 1991 • 35 professionals across Boston, San Francisco, and London [email protected] Office: (617) 654-2102 • 300+ professionals across eight offices globally • 47 closed transactions in the last 24 months

• 140+ closed transactions in the last 24 months Internet and Digital Media Software / SaaS Tyler Dewing • 20th record year in 2017 • Consumer Internet • Enterprise Software Managing Director • Digital Media and Content • Data and Analytics [email protected] Office: (617) 654-2133 • 10 industry groups • eCommerce and Retail • Data Center and Managed • Mobile Services • Online Marketing • IT and Tech-Enabled Services Sam Hendler Managing Director TMT Vertical Focus Areas [email protected] Office: (617) 654-2117 • Education Technology • Membership Management 2017 • Fintech • Public Sector Software 2017 • Healthcare IT • Supply Chain, Transportation Thierry Monjauze • Human Capital Management and Logistics Managing Director • Internet and Digital Media • Infrastructure and Security [email protected] • Manufacturing Technology Software Office: +44 (0) 20 7518 8901

1,2,3,4 Mike Wilkins OBSERVATIONS ON KEY INFRASTRUCTURE SOFTWARE TRENDS Managing Director [email protected] • Led by big moves from strategic buyers, including Microsoft, IBM, and Salesforce, year to date 2018 has been an Office: (415) 217-3411 active period for infrastructure software with over 200 transactions in Q3 2018 alone • The public markets have also continued to be favorable, with nearly 25 initial public offerings in the last 24 Julien Oussadon months Director [email protected] • Software targeted at teams – developers, marketers, and professional services – that are lightweight, easy to use, Office: +44 (0)20 7518 8909 and can be purchased and deployed over the web are witnessing increased demand and bypassing the traditional IT and enterprise buying processes Erik Szyndlar Director • Security remains top of mind for both large and small organizations as large scale cloud adoption leaves them [email protected] with connected devices and increased exposure to threats Office: (415) 217-3418 • While industrial tech and infrastructure tech companies continue to make separate investments in their IoT platforms, this area will come increasingly into focus with resulting partnerships and M&A, especially as billions of Priyanka Naithani Vice President intelligent devices are connected to the cloud, and organizations look for platforms that can turn these massive [email protected] amounts of data into real-time business value Office: (617) 654-2115

TECHNOLOGY, MEDIA & TELECOM PAGE | 1 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Infrastructure Software Taxonomy

SOFTWARE DEVELOPMENT / DEVOPS IT OPERATIONS MANAGEMENT SECURITY

Solutions that enable the Solutions that help to manage Solutions that protect software software development lifecycle, the provisioning, capacity, and systems against malicious including planning, creating, performance, and availability attacks, unauthorized access testing, and deploying software of an organization's IT and resource use, and other applications and systems infrastructure external and internal risks Infrastructure / Application IT GRC and Service and Identity and Continuous Integration Version Test App / Database Operations Network / App / Advanced Threat SIEM / Security Lifecycle Asset Support Access / Continuous Delivery Management Management Performance Analytics Data Security Protection Analysis Management Management Management Management Monitoring Select Market Participants Select Market Participants Select Market Participants

DATA MANAGEMENT CLOUD MANAGED SERVICES COLLABORATION / COMMUNICATION

Solutions that integrate, Solutions that manage cloud Solutions that enable groups cleanse, migrate, and manage security, computing, storage, and teams to communicate, data across platforms to network operations, and share, coordinate, cooperate, produce accurate and application stacks to automate and solve problems for the consistent information and enhance business purpose of completing a task operations Project Business Data Quality and Database Data PaaS / aPaaS / Managed Hosting Managed Backup and Communications Agile Project Data Integration Portfolio Process Governance Management Analytics iPaaS and Applications Security Disaster Recovery PaaS Management Management Management Select Market Participants Select Market Participants Select Market Participants

TECHNOLOGY, MEDIA & TELECOM PAGE | 2 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Select Infrastructure Software M&A Transactions1,2

Announced July 2, 2018 EQT’s pending acquisition of SUSE • SUSE provides enterprise-grade open source solutions including Linux enterprise server, Open Stack cloud technology, and software defined storage, for managing on-premise and cloud workloads. • The Company’s main product is SUSE Linux Enterprise server - an enterprise-grade supported version of open source Linux, that Enterprise Value: $2,540M EV / Rev: 6.9X competes directly with and occupies the #2 position behind Red Hat Enterprise Linux in the paid Linux market. • For EQT, SUSE provides a compelling thesis around open source and cloud, as Linux increasingly becomes the OS of choice across Rev: $366M EV / EBITDA: 22.7X public and private clouds as a result of better performance, lower TCO and ability to use commodity hardware, and reduced vendor lock-in across paid and unpaid versions, as well as an increased uptake of OpenStack-based infrastructure.

Closed November 5, 2018 Broadcom’s acquisition of CA • CA provides a diversified portfolio of IT management and application development solutions across mainframe, cloud, mobile and distributed environments. • The Company’s Mainframe solutions comprise more than 50% of revenue and it is a leader in the space (only behind IBM) with nearly Enterprise Value: $19,000M EV / Rev: 4.6X 90% of the Fortune 500 as customers. • The acquisition will provide Broadcom with significant customer and product diversification, and cross sell through access to larger Rev: $4,148M EV / EBITDA: 14.3X enterprise data centers where CA’s mainframe solutions are deeply embedded and mission critical. Broadcom has since sold Veracode, the application security company acquired by CA in March 2017, whose customer base is largely midsize enterprises.

Closed October 26, 2018 Microsoft’s acquisition of GitHub • GitHub is a source code management platform based on the open source Git distributed version control system. The company enables the hosting of open-source projects while providing paid support for private code repositories. • The Company’s solutions provide code review, project management, documentation, and code hosting along with many other Enterprise Value: $7,500M EV / Rev: NA developer collaboration features. Over 30 million developers utilize the platform including a large portion of the open source community. Rev: NA EV / EBITDA: NA • Microsoft paid a significant premium to for access to a large and loyal developer ecosystem which over time will provide a strong base for cross sell (especially Azure). Similar to LinkedIn, Microsoft plans to run GitHub independently.

Closed October 1, 2018 Siemens’ acquisition of mendix • mendix is a low-code application development environment that empowers business users to build web and mobile applications using visual modeling tools and high level code constructs. It allows business users to tap into existing disparate applications, databases, and reusable components/templates to quickly and easily create rich and more relevant applications. Enterprise Value: $730M EV / Rev: NA • The acquisition is highly complementary to Siemens’ Mindsphere IoT platform which is enabling business users to create rich apps that tap into the physical infrastructure of their products, plants, systems, and machines. Rev: NA EV / EBITDA: NA • The acquisition will allow Siemens to combine mendix’s leadership in low code development, providing rich user experience and digital connectivity, with Mindsphere’s wealth of IoT data and physical infrastructure connectivity.

Closed August 15, 2018 Thoma Bravo’s acquisition of Centrify • Centrify provides identity and access management (“IAM”) software solutions to over 5,000 organization worldwide, including more than 50% of the Fortune 50. • The Company’s solutions include privileged access management (“PAM”) where the client base is majority larger enterprises and Enterprise Value: NA EV / Rev: NA Identity as a Service (“IDaaS”) solutions where client base is largely small to midsize enterprises. 50% of sales are direct. • Thoma Bravo has been a long time investor in cybersecurity companies, including Sailpoint and Bomgar in the IAM segment. Since Rev: NA EV / EBITDA: NA the acquisition the Company has been split into two separate businesses – Centrify focused on privileged access management, and Idaptive focused on Identity as a Service. Note: Announced or Closed in Q3 2018. TECHNOLOGY, MEDIA & TELECOM PAGE | 3 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Select Sector Spotlight3,4

IDENTITY AND ACCESS MANAGEMENT (“IAM”) TEST AUTOMATION AND MANAGEMENT VERSION MANAGEMENT

Market Observations Market Observations Market Observations • IAM is a $5 – 10 billion market across Identity as a • Testing remains one of the few areas within the • Version management software acts as the code Service (“IDaaS”), Privileged Access Management Software Development Lifecycle (“SDLC”) that is repository on software development projects, and (“PAM”) and Identity Governance and largely manual, with opportunity for technology enables collaboration across developers Administration (“IGA)”) disruption • It is one of the few tools that provides an • Majority of the IDaaS activity is being driven by the • As cloud, mobile, IoT, web services/API, and low opportunity for a platform play besides Application need to manage user access across multiple cloud code/business user development models Lifecycle Management (“ALM”) and Project and mobile applications and shift to the cloud proliferate, the need for testing solutions that Portfolio Management (“PPM”) tools • A number of public security breaches have capture these “omni-channels” continues to evolve • Cloud-based, developer centric, team-based increased the focus on PAM and the need for • The testing market is over $30 billion (including software tools are experiencing significant better monitoring and auditing of privileged user manual) and the current test automation market is demand as they allow developers to bypass the accounts, including administrators, vendors, etc. about $2 billion traditional enterprise buying processes • IGA solutions are more complex to implement since they require modelling policies, workflows, and reporting, and are taking longer to move to a service model

Select Market Participants Select Market Participants Select Market Participants

Recent Transactions Recent Transactions Recent Transactions October 31, 2018 October 4, 2018 Pending

October 25, 2018 August 15, 2018 October 1, 2018 January 1, 2017

TECHNOLOGY, MEDIA & TELECOM PAGE | 4 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Key Performance Metrics for Recent Infrastructure Software IPOs1

150 .0%

91.6% 84.3% 86.6% 100.0% 70.6% 66.1% 57.2% 31.0% 52.5% 53.5% 55.9% 44.9% 46.1% 43.2% 36.5% 22.4% 30.1% 50.0% 20.5% 9.1%

0.0% % Revenue % Revenue Growth (50.0%)

(64.5%)

(100.0%) 308.6% 313.9% 287.4% 300.0%

239.8% 250.0%

200.0% 175.8% 183.5% 154.9% 150 .0% 131.0% 108.4% 113.3% 100.0% 77.8% 69.0% 42.7% 50.0% 27.8% 30.5% 17.7% 11.5% 9.8% 2.1% 0.0% Stock Performance (Offer to Current) (50.0%)

(100.0%) Circle Size Denotes Revenue ($)

(150.0%)

IPO DATE 7/28/16 9/22/16 9/29/16 3/24/17 4/6/17 4/27/17 5/25/17 10/18/17 11/17/17 3/15/18 3/22/18 4/20/18 4/27/18 5/4/18 5/10/18 5/16/18 6/28/18 7/26/18 7/26/18

OFFER PRICE PER SHARE $18.0 $16.0 $16.0 $14.0 $17.0 $15.0 $12.0 $24.0 $12.0 $16.0 $21.0 $15.0 $15.0 $19.0 $3.4 $15.0 $21.0 $20.0 $23.0 MARKET CAP AT OFFER ($M) $503.5 $96.0 $237.9 $126.0 $187.0 $1,921.0 $75.0 $223.8 $1,026.6 $1,877.3 $911.4 $1,122.3 $174.5 $1,250.7 $3,207.8 $897.2 $455.5 $220.9 $2,094.8 OFFERING SIZE ($M) $94.5 $96.0 $237.9 $126.0 $187.0 $225.0 $75.0 $192.0 $240.0 $192.0 $756.0 $555.0 $174.5 $152.0 $812.5 $310.5 $193.2 $126.8 $250.7 OFFER TO CURRENT 287.4% 131.0% 77.8% 308.6% 313.9% 17.7% 175.8% 239.8% 183.5% 154.9% 27.8% 30.5% 108.4% 11.5% 9.8% 113.3% 2.1% 42.7% 69.0%

TECHNOLOGY, MEDIA & TELECOM PAGE | 5 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Infrastructure Software – Trading Comparables Metrics

VALUATION1 As of September 30, 2018 ($ in millions)

Enterprise Market % o f 5 2 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2018E Rev. 2019E Rev. LTM EBITDA Earnings DIVERSIFIED INFRASTRUCTURE SOFTWARE Microsoft MSFT-US $833,221 $878,077 99.2% 53.5% 156.4% 22.8% 9.9% 41.3% 7.3x 6.4x 5.8x 17.6x 46.7x Cisco Systems CSCO-US 216,482 222,395 99.2% 44.7% 89.1% 2.8% 5.1% 30.2% 4.4x 4.1x 4.0x 14.5x NM Oracle ORCL-US 204,720 195,307 96.4% 6.6% 42.3% 4.0% 1.6% 42.8% 5.1x 5.0x 4.9x 12.0x 50.3x IBM IBM-US 170,779 138,020 88.4% 4.2% 5.3% 2.6% (0.2%) 20.9% 2.1x 2.1x 2.1x 10.2x 24.1x SAP SAP-DE 151,024 151,252 96.6% 12.4% 92.4% 11.2% 5.7% 27.3% 5.3x 4.9x 4.5x 19.3x 30.3x Red Hat RHT-US 24,224 24,173 76.7% 22.9% 86.2% 19.4% 16.2% 19.1% 7.7x 6.4x 5.6x 40.2x 83.7x Micro Focus MCRO-GB 9,874 8,023 46.4% (41.8%) 0.6% 45.7% 84.3% 44.5% 5.1x 2.8x 3.0x 11.5x 46.2x Software AG SOW-DE 3,268 3,374 74.9% (6.6%) 54.8% 7.2% 0.8% 30.8% 3.2x 3.1x 3.0x 10.3x 18.8x Median $160,902 $144,636 92.4% 9.5% 70.5% 9.2% 5.4% 30.5% 5 .1x 4.5x 4.3x 13.3x 46.2x CLOUD / SAAS INFRASTRUCTURE SOFTWARE ServiceNow NOW-US $36,787 $34,803 94.8% 66.5% 173.3% 37.7% 29.6% 3.4% 15.1x 11.0x 8.6x NM NM Atlassian TEAM-US 10,209 10,210 99.1% 173.5% NA 40.0% 30.0% 4.7% 10.8x 7.8x 6.2x NM NM Zendesk ZEN-US 7,537 7,523 98.3% 143.9% 252.9% 39.0% 30.6% NM 13.7x 9.9x 7.6x NM NM Okta OKTA-US 7,235 6,835 93.2% 149.4% NA 58.1% 39.9% NM 22.3x 14.9x 11.6x NM NM Nutanix NTNX-US 6,505 5,773 65.9% 90.8% NA 50.7% 24.4% NM 5.6x 4.2x 3.2x NM NM Proofpoint PFPT-US 5,358 5,452 81.6% 21.9% 75.0% 39.3% 28.4% NM 8.1x 5.9x 4.7x NM NM New Relic NEWR-US 4,964 5,325 82.1% 89.2% 153.0% 34.5% 36.2% NM 13.0x 9.0x 7.2x NM NM LogMeIn LOGM-US 4,671 4,622 66.1% (19.0%) 31.2% 45.9% 5.9% 30.8% 4.0x 3.7x 3.5x 12.9x 32.5x MongoDB MDB-US 3,862 2,568 95.7% NA NA 54.7% 47.7% NM 20.1x 12.7x 9.7x NM NM Qualys QLYS-US 3,433 3,475 90.6% 72.0% 201.0% 21.6% 18.5% 27.6% 12.8x 10.4x 8.7x 46.4x 75.9x Smartsheet SMAR-US 3,003 2,799 92.0% NA NA 63.2% 50.4% NM 21.3x 13.1x 9.7x NM NM Mimecast MIME-US 2,537 2,501 89.4% 47.4% NA 32.8% 24.4% 6.9% 8.6x 6.6x 5.3x 123.2x NM Talend TLND-US 1,982 2,084 94.9% 70.3% NA 40.3% 39.1% NM 11.2x 7.6x NM NM NM Median $4,964 $5,325 92.0% 72.0% 16 3.1% 40.0% 30.0% 6.9% 12.8x 9.0x 7.4x 46.4x 54.2x

Median $6,870 $6,304 92.0% 50.4% 89.1% 38.3% 26.4% 27.5% 8.3x 6.5x 5.6x 16.0x 46.4x

TECHNOLOGY, MEDIA & TELECOM PAGE | 6 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Infrastructure Software – Trading Comparables Metrics by Sector

VALUATION1 As of September 30, 2018 ($ in millions)

Enterprise Market % o f 5 2 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2018E Rev. 2019E Rev. LTM EBITDA Earnings SERVICE SUPPORT MANAGEMENT ServiceNow NOW-US $36,787 $34,803 94.8% 66.5% 173.3% 37.7% 29.6% 3.4% 15.1x 11.0x 8.6x NM NM Zendesk ZEN-US $7,537 $7,523 98.3% 143.9% 252.9% 39.0% 30.6% NM 13.7x 9.9x 7.6x NM NM IT SPEND MANAGEMENT Apptio APTI-US $1,510 $1,647 89.4% 100.1% NA 24.5% 16.2% NM 6.7x 5.6x 4.7x NM NM EMAIL MARKETING AUTOMATION SendGrid SEND-US $1,473 $1,707 95.2% NA NA 34.2% 32.7% 5.9% 11.5x 8.2x 6.7x 194.1x NM CONNECTIVITY AND COLLABORATION Atlassian TEAM-US $21,743 $10,210 99.1% 173.5% NA 40.0% 30.0% 4.7% 22.9x 16.6x 13.2x NM NM Dropbox DBX-US $9,960 $9,084 61.7% NA NA 27.1% 16.1% NM 7.5x 6.3x 5.5x NM NM Twilio TWLO-US $8,141 $6,631 97.1% 189.0% NA 53.4% 25.9% NM 14.5x 10.9x 8.6x NM NM LogMeIn LOGM-US $4,671 $4,622 66.1% (19.0%) 31.2% 45.9% 5.9% 30.8% 4.0x 3.7x 3.5x 12.9x 32.5x Smartsheet SMAR-US $3,003 $418 92.0% NA NA 63.2% 50.4% NM 21.3x 13.1x 9.7x NM NM VIRTUALIZATION / CLIENT COMPUTING Vmware VMW-US $55,409 $64,497 94.6% 42.9% 93.6% 13.7% 9.8% 29.3% 6.5x 5.8x 5.5x 22.3x 40.6x Citrix Systems CTXS-US $16,747 $15,080 95.2% 44.7% 99.1% (0.2%) 2.6% 31.0% 5.7x 5.5x 5.2x 18.3x 119.6x Nutanix NTNX-US $6,505 $5,773 65.9% 90.8% NA 50.7% 24.4% NM 5.6x 4.2x 3.2x NM NM MOBILE DEVICE MANAGEMENT MobileIron MOBL-US $449 $545 92.8% 43.2% 73.8% 8.5% 10.8% NM 2.4x 2.1x 2.0x NM NM APPLICATION PERFORMANCE MANAGEMENT New Relic NEWR-US $4,964 $5,325 82.1% 89.2% 153.0% 34.5% 36.2% NM 13.0x 9.0x 7.2x NM NM BUSINESS PROCESS MANAGEMENT Pegasystems PEGA-US $4,679 $4,923 92.1% 8.6% 155.0% 5.9% 11.3% 2.7% 5.5x 4.8x 4.5x NM NM Appian APPN-US $1,982 $1,875 75.9% 16.3% NA 41.6% 15.6% NM 9.6x 8.0x 6.7x NM NM RAPID APPLICATION DEVELOPMENT Appian APPN-US $1,982 $1,875 75.9% 16.3% NA 41.6% 15.6% NM 9.6x 8.0x 6.7x NM NM Progress Software PRGS-US $1,588 $1,589 65.8% (7.5%) 37.7% 0.7% (1.0%) 35.0% 4.0x 4.0x NM 11.3x 25.8x

TECHNOLOGY, MEDIA & TELECOM PAGE | 7 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Infrastructure Software – Trading Comparables Metrics by Sector

VALUATION1 As of September 30, 2018 ($ in millions)

Enterprise Market % o f 5 2 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value ($mm) Cap ($mm) Week High Performance Performance LTM NTM Margin LTM Rev. 2018E Rev. 2019E Rev. LTM EBITDA Earnings DATA MANAGEMENT Splunk SPLK-US $16,644 $17,729 93.0% 82.0% 116.2% 34.9% 35.0% NM 11.5x 8.1x 6.6x NM NM Tableau Software DATA-US $8,278 $7,827 94.6% 49.2% 35.9% 14.2% 10.7% NM 8.3x 7.3x 6.1x NM NM Alteryx AYX-US $3,309 $3,637 90.6% 180.9% NA 14.2% 48.3% NM 20.4x 12.9x 10.1x NM NM Cloudera CLDR-US $2,260 $2,667 78.7% 6.2% NA 32.8% 22.8% NM 5.5x 4.3x 3.6x NM NM Talend TLND-US $1,982 $2,084 94.9% 70.3% NA 40.3% 39.1% NM 11.2x 7.6x NM NM NM Domo DOMO-US $353 $495 74.3% NA NA 45.6% 43.6% NM 3.3x 2.2x 1.7x NM NM HADOOP Cloudera CLDR-US $2,260 $2,667 78.7% 6.2% NA 32.8% 22.8% NM 5.5x 4.3x 3.6x NM NM Hortonworks HDP-US $1,732 $1,856 87.0% 34.6% 8.9% 42.4% 29.1% NM 5.6x 4.1x 3.4x NM NM DATABASE SYSTEM MongoDB MDB-US $3,862 $3,250 95.7% NA NA 54.7% 47.7% NM 20.1x 12.7x 9.7x NM NM APPLICATION LIFECYCLE MANAGEMENT / COLLABORATION Atlassian TEAM-US $10,209 $10,210 99.1% 173.5% NA 40.0% 30.0% 4.7% 10.8x 7.8x 6.2x NM NM PAAS Salesforce.com CRM-US $124,060 $120,338 98.7% 70.2% 118.1% 25.9% 26.3% 11.3% 10.5x 7.9x 6.6x 93.2x 157.9x Pivotal PVTL-US $4,366 $5,037 62.7% NA NA 23.9% 29.0% NM 7.5x 5.5x 4.4x NM NM IAAS Amazon AMZN-US $1,020,353 $976,945 97.7% 108.4% 284.7% 37.1% 23.8% 11.5% 4.6x 3.6x 3.0x 40.0x 109.7x IT TRAINING Pluralsight PS-US $1,917 $1,827 83.4% NA NA 38.0% 32.0% NM 9.0x 6.4x 4.9x NM NM DIGITAL / CLOUD / AGILE SERVICES EPAM Systems EPAM-US $7,184 $7,406 95.5% 56.6% 83.1% 27.3% 22.2% 14.6% 4.1x 3.2x 2.7x 28.3x 49.6x Globant GLOB-US $2,091 $2,117 88.8% 47.2% 96.8% 29.2% 19.5% 19.0% 4.2x 3.4x 2.7x 22.1x 40.9x Endava DAVA-US $1,518 $1,512 93.5% NA NA 44.9% 19.7% 16.7% 5.2x 4.1x 3.6x 31.1x 59.2x

TECHNOLOGY, MEDIA & TELECOM PAGE | 8 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Security Software – Trading Comparables Metrics by Sector

VALUATION1 As of September 30, 2018 ($ in millions)

Check Point Software CHKP-US $16,945 $18,382 97.4% 3.2% 47.2% 3.4% 3.2% 50.1% 8.9x 8.6x 8.2x 17.8x 22.4x Symantec SYMC-US $15,986 $13,226 62.7% (35.1%) 10.1% 11.7% 0.5% 24.4% 3.3x 3.3x 3.2x 13.6x 11.3x Trend Micro 4704-JP $7,674 $9,029 99.0% 30.8% 85.5% 8.8% 8.3% 34.3% 5.4x 4.9x 4.6x 15.9x 35.9x Avast AVST-GB $4,799 $3,524 96.1% NA NA 91.6% 31.2% 47.6% 7.4x 5.5x 5.3x 15.4x NM FireEye FEYE-US $3,133 $3,315 87.8% 1.4% (48.0%) 11.2% 6.9% NM 3.8x 3.5x 3.3x NM NM Sophos Group SOPH-GB $3,113 $3,035 66.2% (13.7%) 78.5% 21.0% 22.1% 3.9% 4.9x 3.9x 3.4x 124.5x NM ENTERPRISE NETWORK FIREWALL Palo Alto Networks PANW-US $19,195 $21,135 94.1% 56.3% 31.2% 29.0% 25.7% NM 8.4x 6.4x 5.4x NM NM Check Point Software CHKP-US $16,945 $18,382 97.4% 3.2% 47.2% 3.4% 3.2% 50.1% 8.9x 8.6x 8.2x 17.8x 22.4x Fortinet FTNT-US $14,575 $15,606 99.9% 157.4% 114.4% 17.9% 20.7% 15.9% 8.9x 7.2x 6.4x 56.3x 176.2x WEB SECURITY / SECURE WEB GATEWAY Zscaler ZS-US $5,183 $4,884 84.5% NA NA 51.3% 42.8% NM 27.3x 17.8x 13.7x NM NM WEB APPLICATION FIREWALL Imperva IMPV-US $1,223 $1,625 80.6% 7.0% (28.7%) 17.2% 10.7% 1.3% 3.6x 3.1x 2.8x NM NM IDENTITY AND ACCESS MANAGEMENT

Okta OKTA-US $7,235 $6,835 93.2% 149.4% NA 58.1% 39.9% NM 22.3x 14.9x 11.6x NM NM SailPoint Technologies SAIL-US $2,862 $2,984 98.3% NA NA 43.5% 27.9% 7.1% 13.3x 9.9x 8.0x 186.8x NM CyberArk Software CYBR-US $2,591 $2,879 99.8% 94.7% 56.1% 25.0% 25.0% 11.3% 8.8x 6.7x 5.6x 77.7x 143.7x PRIVILEGED ACCESS MANAGEMENT CyberArk Software CYBR-US $2,591 $2,879 99.8% 94.7% 56.1% 25.0% 25.0% 11.3% 8.8x 6.7x 5.6x 77.7x 143.7x EMAIL / MESSAGING SECURITY Proofpoint PFPT-US $5,358 $5,452 81.6% 21.9% 75.0% 39.3% 28.4% NM 8.1x 5.9x 4.7x NM NM Mimecast MIME-US $2,537 $2,501 89.4% 47.4% NA 32.8% 24.4% 6.9% 8.6x 6.6x 5.3x 123.2x NM VULNERABILITY MANAGEMENT

Qualys QLYS-US $3,433 $3,475 90.6% 72.0% 201.0% 21.6% 18.5% 27.6% 12.8x 10.4x 8.7x 46.4x 75.9x Tenable TENB-US $2,623 $3,617 99.2% NA NA 45.0% 26.9% NM 10.7x 7.9x 6.4x NM NM Rapid7 RPD-US $1,594 $1,730 93.7% 109.8% 65.9% 24.2% 23.7% NM 7.2x 5.6x 4.5x NM NM

TECHNOLOGY, MEDIA & TELECOM PAGE | 9 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Security Software – Trading Comparables Metrics by Sector

VALUATION1 As of September 30, 2018 ($ in millions)

FireEye FEYE-US $3,133 $3,315 87.8% 1.4% (48.0%) 11.2% 6.9% NM 3.8x 3.5x 3.3x NM NM ADVANCED THREAT PROTECTION

FireEye FEYE-US $3,133 $3,315 87.8% 1.4% (48.0%) 11.2% 6.9% NM 3.8x 3.5x 3.3x NM NM Carbon Black CBLK-US $1,273 $1,437 60.5% NA NA 30.5% 22.4% NM 6.4x 5.0x 4.0x NM NM MANAGED SECURITY SERVICES SecureWorks SCWX-US $1,081 $1,184 92.3% 18.6% NA 8.2% 11.8% NM 2.2x 1.9x 1.8x NM NM UNIFIED THREAT MANAGEMENT / SMB Fortinet FTNT-US $14,575 $15,606 99.9% 157.4% 114.4% 17.9% 20.7% 15.9% 8.9x 7.2x 6.4x 56.3x 176.2x Sophos Group SOPH-GB $3,113 $3,035 66.2% (13.7%) 78.5% 21.0% 22.1% 3.9% 4.9x 3.9x 3.4x 124.5x NM

TECHNOLOGY, MEDIA & TELECOM PAGE | 10 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Infrastructure Software – Transaction Activity

SELECT RECENT M&A TRANSACTIONS1,2

Enterprise Implied EV / Implied EV / Closed Date Target Buyer(s) Description Value ($m) Revenue EBITDA Pending SUSE EQT Provider of enterprise-grade, open source software infrastructure and application delivery solutions. $2,540 6.9x 22.7x

11/05/2018 CA Technologies Broadcom Provider of enterprise IT software to eliminate the barriers between ideas and business outcomes. $19,000 4.6x 14.3x

10/26/2018 GitHub Microsoft Provider of a source code management platform. $7,500 * * 10/04/2018 BeyondTrust Bomgar; Francisco Partners Developer of cybersecurity software designed to protect against data breaches. * * * 10/04/2018 CloudHealth VMWare Provider of a cloud-service-management software. $500 * * 10/01/2018 Duo Security Cisco Systems Provider of cloud-based Internet security services designed to protect against data breaches. $2,350 * * 10/01/2018 mendix Siemens Provider of a low-code application development platform. $730 * * 10/01/2018 OpsGenie Atlassian Developer of an altering and on-call management technology to manage schedules and escalations. $295 * * 10/01/2018 Zephyr Smart Bear Provider of on-demand test management software. $138 * * 09/28/2018 Built.io Software AG Provider of an application development platform designed to build mobile applications. * * * 09/26/2018 RightScale Flexera Software; TA Associates; OTPP Provider of an enterprise cloud management platform. * * * 09/11/2018 Ytica Twilio Provider of contact center reporting, speech analytics, and workforce optimization software. * * * 09/10/2018 Base Zendesk Provider of customer relationship management and sales software. * * * 09/05/2018 RapidFire Tools Kaseya; Insight Venture Partners Provider of business building technology tools for Managed Service providers and resellers. * * * 08/24/2018 Frame Nutanix Provider of a software browsing platform to allow any Windows software to be run in the cloud. $116 * * 08/22/2018 AlienVault AT&T Provider of a digital security management and crowdsourced threat intelligence platform. $600 * * 08/15/2018 Centrify Thoma Bravo Provider of an identity and access management platform to protect against cyber threats. * * * 08/14/2018 Basefarm Orange SA Provider of cloud-based infrastructure / services and management of critical applications. $408 * * 08/13/2018 Prevoty Imperva Provider of an autonomous application protection technology. $151 * * 07/31/2018 Dattus Plex Systems; Francisco Partners Provider of an asset monitoring platform designed to extract the critical machine data. * * * 07/26/2018 HipChat Slack Provider of internal communication and messaging services. * * * 07/18/2018 Actian HCL Technologies; Sumeru Equity Provider of enterprise-class database software to connect operational and analytical business data. $330 * * 07/12/2018 Kogentix Accenture Provider of a big data analytics platform designed to make better business decisions. * * * 07/10/2018 Trusted Metrics SolarWinds Provider of real-time threat monitoring and management software. * * *

Note: Announced or Closed in Q3 2018. * Unpublished information. TECHNOLOGY, MEDIA & TELECOM PAGE | 11 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Select HW TMT Transactions

a wholly-owned affiliate of

acquired by acquired by acquired acquired by acquired by acquired by acquired invested in majority investment from acquired by acquired by acquired by acquired by acquired by acquired by

& & &

investment from acquired acquired by merged with investment from acquired by acquired by acquired acquired by investment from acquired by acquired by acquired by acquired by acquired

B2C

majority investment from growth Investment from acquired by majority investment from acquired by majority investment from recapitalized by acquired by acquired acquired by acquired by acquired by acquired by acquired by recapitalized by

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

a portfolio company of significant equity acquired by acquired by strategic investment from merged with acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from

recapitalized by management

acquired by

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

and GFI Energy Group a division of

acquired by acquired by significant equity acquired by acquired by acquired by acquired by minority investment from minority investment from acquired by acquired by strategic investment from acquired by acquired by acquired by investment from and and

TECHNOLOGY, MEDIA & TELECOM PAGE | 12 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018

Our Firm

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

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

HARRIS WILLIAMS OFFICE LOCATIONS

UNITED STATES EUROPE

Boston Richmond (Headquarters) Frankfurt One International Place 1001 Haxall Point Bockenheimer Landstrasse 33-35 Suite 2620 9th Floor 60325 Frankfurt Boston, Massachusetts 02110 Richmond, Virginia 23219 Germany Phone: +1 (617) 482-7501 Phone: +1 (804) 648-0072 Phone: +49 069 3650638 00

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

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

TECHNOLOGY, MEDIA & TELECOM PAGE | 13 INFRASTRUCTURE SOFTWARE SECTOR REVIEW | Q3 2018 Harris Williams

Sources

1. FACTSET.

2. PITCHBOOK.

3. GARTNER.

4. IDC.

Disclosures

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

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams Ltd, which is private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams is a trade name under which Harris Williams LLC and Harris Williams Ltd conduct business.

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

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

TECHNOLOGY, MEDIA & TELECOM PAGE | 14