Technology, Media, & Telecom

TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

www.harriswilliams.de

Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

HARRIS WILLIAMS & CO. OVERVIEW

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM CONTENTS . DEAL SPOTLIGHT . M&A TRANSACTIONS – 2Q 2016 KEY FACTS . SOFTWARE M&A ACTIVITY . 25 year history with over 120 . SOFTWARE SECTOR OVERVIEWS closed transactions in the . SOFTWARE PRIVATE PLACEMENTS last 24 months OVERVIEW . SOFTWARE PUBLIC COMPARABLES . Approximately 250 OVERVIEW professionals across seven . TECHNOLOGY IPO OVERVIEW offices in the U.S. and . DEBT MARKET OVERVIEW Europe . APPENDIX: PUBLIC COMPARABLES DETAIL . Strategic relationships in India and China HW&Co. Office TMT CONTACTS Network Office UNITED STATES 10 industry groups . Jeff Bistrong Managing Director HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS [email protected] Sam Hendler SOFTWARE / SAAS INTERNET & DIGITAL MEDIA Managing Director [email protected] . Enterprise Software . IT and Tech-enabled . AdTech and Marketing . Digital Media and Content Services Solutions Mike Wilkins . Data and Analytics . eCommerce Managing Director . Infrastructure and . Data Center and . Consumer Internet . Mobile [email protected] Managed Services Security Software EUROPE Thierry Monjauze TMT VERTICAL FOCUS AREAS Managing Director [email protected] . Education . Fintech . Manufacturing . Public Sector and Non-Profit . Energy, Power, and . Healthcare IT . Professional Services . Supply Chain, Transportation, TO SUBSCRIBE PLEASE EMAIL: Infrastructure and Logistics *[email protected]

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PAGE | 1 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

DEAL SPOTLIGHT – WORKPLACE SYSTEMS HW&Co.’s TMT Group advised LDC and its portfolio company, Workplace Systems, on its sale to WorkForce Software, a portfolio company of Insight Venture Partners.

. Acquisition enhances WorkForce Software’s existing workforce management offering and expands its global footprint with the premier employee-focused forecasting and scheduling solution for the retail and hospitality sectors.

. Combining Workplace’s highly accurate forecasting and scheduling software and mobile platform with WorkForce’s existing offering creates a highly differentiated has been acquired by workforce management platform that more efficiently allocates resources and employee time, providing corporations and employees with greater visibility into the scheduling process.

. Together, these two companies create a leading global player in the workforce management software arena, with highly complementary SaaS-based solutions, June 9, 2016 customers and cultures.

ABOUT WORKPLACE SYSTEMS

. Workplace offers SaaS-based, employee-focused forecasting and scheduling software, with a proprietary optimization solution, for employers of hourly-paid workers in complex, consumer-facing environments, notably in the retail and hospitality sectors. . Workplace’s client base spans 65 countries and includes some of the world’s largest retailers and respected luxury brands that are responsible for managing over 500,000 workers each day. . Founded in 1986, Workplace is headquartered in the United Kingdom with additional offices in the U.S. and Australia.

PAGE | 2 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

SELECT SOFTWARE M&A TRANSACTIONS – 2Q 2016

July 20, 2016 The Hearst Corporation’s acquisition of MedHOK . MedHOK provides a SaaS-based platform that enables healthcare payers to ensure regulatory compliance and succeed in the emerging value-based reimbursement model. . The company captures pharmacy and medical data into a single platform, creating a 360° view of members, allowing payers Ent. Value: HW&Co. EV / Rev: HW&Co. to identify / target health risks, intelligently trigger interventions, and improve quality of care throughout the continuum of care. Revenue: HW&Co. EV / EBITDA: HW&Co. . MedHOK will become part of Hearst Health, a network of healthcare companies that serves nearly 180 million individuals, and will help its partners improve the quality of care as the industry shifts towards a value-based reimbursement model.

July 7, 2016 Thoma Bravo’s acquisition of Elemica . Elemica provides a cloud-based supply chain operating network that helps companies to reduce costs with trading partners. . The company serves customers across the chemical, energy, plastics, and other process markets, with notable clients such as Dow Chemical, Michelin, and Shell, and processes a reported $400 billion in commerce value annually on its network. Ent. Value: NA EV / Revenue: NA . Post acquisition, Thoma Bravo will support Elemica in developing next-generation technologies that can broaden the Revenue: NA EV / EBITDA: NA capabilities of the company’s supply chain platform.

May 24, 2016 TA Associates’ majority investment in Professional Datasolutions . Professional Datasolutions (PDI) provides enterprise resource planning software that addresses various functional areas, including retail automation, supply chain management, workforce management, analytics, and financial reporting. . The company’s client base includes more than 300 convenience store retailers and petroleum wholesale marketers, Ent. Value: NA EV / Revenue: NA representing more than 31,000 locations worldwide. Revenue: NA EV / EBITDA: NA . TA Associates is partnering with PDI and will support various growth initiatives, including further investment in development resources to support new products and providing acquisition capital to improve the company’s strong market position.

May 18, 2016 Genstar Capital’s acquisition of Accruent . Accruent is a global provider of property and facility management software and services to the real estate, retail, healthcare, education, telecom, and public sector industries, among others. . The company’s customer base is comprised of over 5,400 organizations, including 40% of the top 100 retailers, 20% of the Ent. Value: NA EV / Revenue: NA Fortune 500, and all of the top five U.S. wireless carriers. Revenue: NA EV / EBITDA: NA . Post acquisition, Genstar will support management in its pursuit of various organic and inorganic growth initiatives to fortify the company’s leadership position in the U.S. and internationally.

April 6, 2016 ABRY Partners’ acquisition of a majority stake in SambaSafety . SambaSafety provides SaaS-based driver risk management software and information to employers, insurance companies, background screeners, and fleet management companies. . The company’s solutions enable clients with large commercial and non-commercial fleets to easily identify and address unsafe Ent. Value: NA EV / Revenue: NA driving behavior and take the appropriate actions necessary to maintain the safety of drivers and passengers. Revenue: NA EV / EBITDA: NA . ABRY's investment demonstrates the growing importance of driver risk solutions today, and strategically positions SambaSafety to be a transformative force in the market.

PAGE | 3 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

SOFTWARE ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF SOFTWARE ASSETS BY VOLUME

(# of Transactions) . The 10 most active strategic software consolidators combined for 46 acquisitions in 1H 2016, with IBM 1H 2016 and Microsoft being the most active 6 with 20 collective acquisitions to 2015 date. 12 12 2014 8 . Microsoft is actively pursuing 2013 investments that enhance its Azure 13 5 5 2012 and cloud services capabilities 18 3 through analytics and machine 28 10 6 9 learning, and expanding its 4 2 2 3 4 3 2 presence in mobile. Recent 9 6 6 3 10 8 5 8 4 investments in Solair and Wand Labs 9 1 5 5 5 2 7 are part of a broader strategy 12 5 9 9 7 8 10 7 7 towards developer integration as 5 5 2 3 Microsoft seeks to redefine computer interaction through software.

GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME

(# of Transactions) . Global strategic software M&A registered 345 transactions in 2Q 2016, representing the lowest volume quarter since 1Q 2015, but remains in line with historical averages over the last four years. . Strategic software M&A cooled in 1H 2016, with the fewest number of deals and lowest deal value since 454 437 434 412 402 406 1H 2014. After a strong 2015, many 371 362 352 352 340 345 active acquirers are digesting past 333 327 324 309 acquisitions and focused on delivering planned synergies. European M&A activity also slowed in part because of the run-up to the Brexit vote. 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16

Note: Includes control investments only. PAGE | 4 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

SOFTWARE ACQUISITION ACTIVITY – PRIVATE EQUITY

MOST ACTIVE PRIVATE EQUITY BUYERS OF NEW SOFTWARE PLATFORMS BY VOLUME

(# of Platform Transactions) . The 10 most active software investors completed 34 platform 7 investments in 1H 2016. Vista Equity 1H 2016 and Thoma Bravo remain the most 2015 active, completing seven and five 6 new platform investments, 2014 respectively. 5 2013 With record levels dry powder, 9 . 3 2012 private equity continues to seek 5 4 2 4 1 opportunities in the public markets 7 2 7 5 7 2 as stock market volatility has 5 3 7 4 4 3 depressed valuations, especially for 2 3 4 3 6 3 4 3 small cap software assets. Notable 4 3 2Q 2016 take-private transactions, 9 4 3 1 3 6 2 5 2 3 include SciQuest / Accel-KKR, Qlik / 3 3 4 3 2 1 2 2 Thoma Bravo, and Marketo / Vista Equity, and Cvent / Vista Equity.

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

(# of Platform Transactions) . Globally, private equity registered 61 new software platform acquisitions in 2Q 2016, which represents a 19% increase over the prior quarter. . Software remains a “hot” segment for private equity managers, in part due to an abundance of dry powder and a favorable fundraising 61 54 56 environment. In addition, 50 46 47 48 47 47 42 45 43 44 institutional lenders and private 41 38 credit funds remain active within 32 the software sector as they compete for high quality credits.

3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16

Note: Includes control investments only. PAGE | 5 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPLICATION SOFTWARE – M&A MARKET SUMMARY

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

. Application Software M&A 319 320 registered 284 transactions in 316 313 298 2.5x 288 289 2.5x 2.5x 2.5x 2.5x 2Q 2016, highlighting the 282 284 2.4x 272 2.4x 2.3x recent slowdown in strategic 266 271 2.3x 2.3x 252 251 software M&A, but still in line 244 246 2.1x 2.1x with recent historical 227 averages. 1.6x 1.5x . Despite a decline in volume, 1.4x 1.4x median reported Application 1.3x Software M&A revenue multiples remained in line with the prior four quarters, and above historical averages.

2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16

NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . Private equity continues to CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE exhibit a strong appetite for Pending Constellation Software, Inc. Bond International Software Plc Talent management, HR, and payroll software. $74 NA large technology buyouts, Pending Apex Technology & PAG Asia Capital Lexmark International, Inc. Printing, imaging, document workflow, and content management software and services. $3,409 1.0x finding creative ways to share Pending NICE Systems Ltd. inContact, Inc. Contact and data center software solutions for security-sensitive organizations. $864 3.7x Pending Siemens AG CD-adapco Engineering simulation software, support and services. $970 NA risk through partnering and Pending Silver Lake Partners Cegid Group ERP and business management software for midsized companies. $720 2.3x joint ventures with strategic 07/01/16 Wolters Kluwer NV Enablon SA Sustainability and performance management software for all industries. $278 5.6x buyers. 06/30/16 Bain Capital & Vista Equity Partners Vertafore, Inc. Enterprise and content management software and services for the insurance industry. $2,700 NA 06/20/16 Spectris plc Capstone Technology Corp. Decision support and process control optimization software for processing industry. $23 NA . Some of the more notable 2Q 06/16/16 Cast & Crew Entertainment Services C.A.P.S., Inc. HR, payroll and accounting software for the entertainment and production industries. NA NA 2016 partnering deals include 06/06/16 Aspen Technology, Inc. Fidelis Group LLC Fixed asset monitoring and performance management software. NA NA Apex and PAG Asia’s pending 06/01/16 Tyler Technologies, Inc. ExecuTime Software LLC Workforce management and scheduling software for the public sector. NA NA take private of Lexmark, Bain 05/24/16 TA Associates Management LP Professional Datasolutions, Inc. ERP and retail automation software for retailers and wholesale marketers. NA NA Capital and Vista Equity’s 05/19/16 Mediaocean LLC ColSpace Corp. Digital media management software for agencies and advertisers. NA NA acquisition of Vertafore, and 05/18/16 Genstar Capital LLC Accruent LLC Real estate property and facility management software. NA NA GI Partners and Allscripts’ 05/02/16 Open Text Corp. HP, Inc./Customer Experience Software Web content, digital experience, and workforce optimization software. $170 NA 05/02/16 Open Text Corp. ANXeBusiness Corp. Managed payment, compliance, security and connectivity solutions. $104 NA acquisition of Netsmart, which 04/19/16 GI Partners & Allscripts Healthcare Netsmart Technologies, Inc. Enterprise software for the health and human services industry. $950 NA combined represent over $7.0 04/04/16 Mercator Solutions FZE Revenue Management Systems, Inc. Revenue cycle management software for the airline industry. NA NA billion in enterprise value. 03/31/16 Basware, Inc. Verian Technologies, Inc. Purchasing and invoice processing software. $36 3.4x MEDIAN $499 3.4x

PAGE | 6 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

SAAS – M&A MARKET SUMMARY

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

. SaaS M&A volume registered

51 transactions in 2Q 2016, 70 68 5.8x which is consistent with the 65 5.7x 5.5x 5.6x 5.6x prior two quarters and inline 60 5.3x 5.3x with historical four years 4.9x 4.9x 55 54 55 53 52 4.6x 4.6x averages. 51 4.4x 4.4x 4.4x 49 4.2x 47 46 45 3.9x . Median reported SaaS 42 3.5x transaction multiples 38 38 increased to 5.6x revenue in 2Q 2016, representing the highest mark since 2Q 2014.

2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16

NOTABLE SAAS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . In 2Q 2016, strategic buyers CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE and private equity invested Pending Vista Equity Partners Marketo, Inc. SaaS-based engagement marketing software. $1,484 6.6x across a broad set of verticals, Pending Accel-KKR LLC SciQuest, Inc. SaaS-based e-procurement, supply, and materials management platform. $357 3.4x with the healthcare, energy, Pending Vista Equity Partners Cvent, Inc. SaaS-based event management and email marketing software. $1,342 6.7x Pending Bain Capital Investors LLC Navicure, Inc. SaaS revenue cycle management software for physician practices. NA NA construction, and logistics Pending Visma AS Fortnox AB SaaS business management software for companies, schools, and accounting firms. $163 10.6x verticals being among the Pending Verizon Communications, Inc. Telogis, Inc. GPS based software to manage mobile resources and fleets. NA NA

most active areas. 07/21/16 Hearst Corp. MedHOK, Inc. SaaS-based healthcare compliance software platform. $280HW&CO. CONFIDENTIAL5.1x 07/20/16 Open Text Corp. Recommind, Inc. Web-based eDiscovery software and managed services. $163 NA . In particular, Oracle continued 07/11/16 SalesForce.com Demandware, Inc. Cloud-based ecommerce solutions for retailers and branded manufacturers. $2,670 10.5x its vertical M&A strategy, 07/07/16 Thoma Bravo LLC Elemica, Inc. Web-based supply chain operating network for process industries. NA NA spending over $1.1 billion on 07/01/16 Becker Professional Education ACAMS Online training and certification solutions for AML / financial crime prevention. $330 NA the acquisitions of Opower 06/20/16 Bankrate, Inc. NextAdvisor, Inc. Online personal financial planning software. $225 NA and Textura, two market 06/14/16 Oracle Corp. Opower, Inc. SaaS customer engagement and data analytics solutions for the utility industry. $491 3.2x leaders in the energy and 06/10/16 Oracle Corp. Textura Corp. SaaS project and workforce management software for the construction industry. $616 6.7x construction sectors, 06/09/16 Workforce Software LLC Workplace Systems Ltd. SaaS-based workforce management software for the retail and hospitality sectors. NA HW&CO. CONFIDENTIALNA 06/01/16 Kewill Ltd. LeanLogistics, Inc. SaaS-based transportation management and supply chain software. $115 NA respectively. 04/29/16 ABRY Partners LLC SAMBA Holdings, Inc. Web-based driver-record monitoring software. NA NA 04/14/16 Insight Venture Partners Diligent Corp. SaaS-based shareholder proxy management software. $361 3.6x 04/04/16 ResMed, Inc. Brightree LLC Cloud-based software solutions to the post-acute industry. $800 8.3x

MEDIAN $359 6.6x

PAGE | 7 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

DATA AND ANALYTICS – M&A MARKET SUMMARY

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

. Data and Analytics M&A 112 volume appears to have 105 102 stabilized in 2Q 2016 with 87 99 3.3x 3.1x reported transactions. 89 87 2.8x 82 82 Median reported Data and 2.7x 2.6x . 76 2.6x 73 74 74 Analytics sector transaction 71 72 67 multiples rebounded in 2Q 64 64 2.0x 1.9x 2016 to 3.1x revenue, the 1.9x 1.9x 1.8x second highest quarter in the 1.6x last four years. 1.4x 1.3x 1.1x 0.9x 0.9x

2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16

NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . Data and Analytics CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE companies are garnering Pending Thoma Bravo LLC Qlik Technologies, Inc. Cloud-based business intelligence and data analytics software. $2,496 4.0x strong interest from strategic Pending Quintiles Transnational Holdings, Inc. IMS Health Holdings, Inc. Data analytics software and services for the healthcare industry. $12,912 4.2x buyers as they seek to bolster Pending Experian Plc CSIdentity Corp. Identity theft prevention and fraud detection solutions for government agencies. $360 NA Pending Guidewire Software, Inc. EagleEye Analytics, Inc. Predictive analytics software for the property and casualty insurance industry. $42 NA their solutions suites to 06/27/16 E2open, Inc. Orchestro, Inc. Demand execution and preemptive analytics for retail and omni-channel fulfillment. NA NA capitalize on increased 06/07/16 Fortinet, Inc. AccelOps, Inc. Analytics-driven IT operations and cloud management software. $32 NA access to information that 06/01/16 Genstar Capital IHS, Inc. (OERM) Sustainability management and optimization software for businesses and governments. NA NA enables decision making. 06/01/16 Veritas Capital Verisk Health, Inc. Risk assessment and decision analytics software for the healthcare industry. $820 NA 05/25/16 IMS Health Holdings, Inc. Privacy Analytics, Inc. Data masking and de-identification software for the healthcare industry. NA NA . In one of the largest deals in 05/25/16 Mediware Information Systems, Inc. Bowman Systems LLC Information management software and analytics for the social services industry. NA NA the sector, Quintiles 05/19/16 Grafton Capital Ltd. Board International SA Performance management and data analytics software. NA NA announced the acquisition of 04/27/16 Cloudmedx, Inc. Gyrus Labs Medical data analytics and services for the healthcare industry. NA NA IMS Health for $12.9 billion, or 04/15/16 Alert Logic, Inc. Click Security, Inc. Network security analytics software and services. NA NA 4.2x revenue. Quintiles plans to 04/13/16 OpenGov, Inc. Ontodia, Inc. Open data and performance management solutions for the public sector. NA NA integrate IMS Health’s 04/08/16 IBM Truven Health Analytics, Inc. Data analytics and performance benchmarking solutions for the healthcare industry. $2,600 NA 04/08/16 ServiceNow, Inc. ITapp Cloud-based management and data privatization software. $15 NA extensive technology services 04/04/16 Medidata Solutions, Inc. Intelemage LLC Image transfer and electronic data capture software for healthcare organizations. $19 NA into its CRO practice, enabling 02/16/16 SAP SE MeLLmo, Inc. Data analytics workflow and sharing platform. NA NA it to leverage both data and 01/26/16 Tyco International Plc ShopperTrak RCT Corp. Business analytics software for the retail industry. $175 2.3x

scientific expertise. MEDIAN $268 4.0x

PAGE | 8 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

INFRASTRUCTURE SOFTWARE – M&A MARKET SUMMARY

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

. Infrastructure Software M&A 3.8x activity increased 30% with 57

registered transactions in 2Q 67 3.3x 3.2x 2016, the highest volume 3.0x 61 3.0x 2.9x 2.9x quarter since 2Q 2013. 58 57 56 56 2.7x 55 55 2.6x 53 52 2.6x 50 2.5x 2Q 2016 median reported 2.4x 2.4x . 48 47 2.3x Infrastructure Software M&A 45 44

revenue multiples decreased 38 1.9x slightly, but remained 36 1.7x consistent with historical periods. 1.2x

2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16

NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS

DATE ENTERPRISE REVENUE . IT security, mobile app CLOSED ACQUIRER TARGET DESCRIPTION VALUE (MM) MULTIPLE development, and Pending Symantec Corp. Blue Coat, Inc. Web security and wide area network (WAN) optimization software. $6,299 10.5x Infrastructure-as-a-Service Pending Rambus, Inc. Snowbush IP Assets Advanced analog and mixed-signal IP technology for ASSP, ASIC, and SoCs. $33 1.5x platforms were among the Pending Foxconn Singapore Pte Ltd. SMART Technologies, Inc. Touch-enabled application display and monitoring software. $195 0.5x Pending SIRIS Capital Group LLC Xura, Inc. Digital communications software for communication service providers. $617 2.1x most prevalent acquisition Pending ServiceNow, Inc. Brightpoint Security, Inc. Predictive threat intelligence and command center software. NA NA targets in Infrastructure Pending Golden Brick Silk Road Fund Opera Software ASA Web browser and mobile application software and services. $1,271 2.1x Software. Pending Francisco Partners & Elliott Capital Dell Software, Inc. Security, systems, information management, and data analytics software. $2,000 NA Pending Oracle Corp. Ravello Systems Ltd. Cloud-based application hypervisor software solutions. $500 NA . Security software has garnered Pending Cisco Systems, Inc. CloudLock, Inc. Cloud data security software for protection against malware and data security breaches. $293 32.2x significant attention from both 06/30/16 Vista Equity Partners Ping Identity Corp. Cloud-based identity management software. NA NA strategic and financial buyers 06/23/16 Thoma Bravo Bomgar Corp. Enterprise remove management software and services. $282 4.8x in recent months, exemplified 06/20/16 Clearlake Capital Group LP Vision Solutions, Inc. Data center software to protect data and minimize downtime. NA NA by Symantec’s pending 06/02/16 Help/Systems LLC Linoma Group, Inc. Encryption and file transfer protocol (FTP) software. NA NA acquisition of Blue Coat, 06/01/16 SolarWinds, Inc. LogicNow Ltd. IT service management (ITSM) platform for IT professionals. NA NA Cisco’s pending acquisition of 05/31/16 BroadSoft, Inc. Intellinote, Inc. Team-based application development platform. NA NA 05/17/16 Magnitude Software, Inc. Datalytics Technologies LLC Enterprise data warehouse software solutions. NA NA CloudLock, and ServiceNow’s 05/04/16 Smart Bear Software, Inc. CrossBrowserTesting.com LLC Web-based browser testing software for mobile and desktop systems. NA NA pending acquisition of 05/02/16 Micro Focus International Plc Serena Software, Inc. Software managing application development, DevOps and IT operations. $540 3.1x Brightpoint Security. 02/05/16 Silver Lake Partners & Thoma Bravo SolarWinds, Inc. Enterprise-class IT and infrastructure management software. $4,217 8.7x

MEDIAN $540 3.1x

PAGE | 9 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

PRIVATE PLACEMENT ACTIVITY BY SOFTWARE SECTOR

PRIVATE PLACEMENTS BY SOFTWARE SUB-SECTOR AND NEW CAPITAL RAISED

. In 2Q 2016, private 1,200 $16,000 1,100 placement activity 1013 1033 997 $14,000 remained consistent with 1,000 940 952 960 902 912 894 the prior quarter with 869 900 $12,000 $10.3 billion of total 820 829 829 754 reported capital raised. 800 740 700 $10,000 . Private placement activity 700 increased both in terms of 600 $8,000

capital invested and deal Volume 500 volume in 2Q 2016, but $6,000 $ in Millions remained below 2014 and 400 2015 levels. Application 300 $4,000 Software and SaaS 200 accounted for the largest $2,000 increases in volume while 100 Data & Analytics and 0 $0 Infrastructure Software 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 activity slowed. Application Software SaaS Data & Analytics Infrastructure Software Total New Capital (Reported)

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

. Late stage (Series C or later) rounds continue to 20% 20% 18% 15% attract private investors, 21% 21% 21% 25% 26% 27% 31% 30% 28% accounting for 61% of 37% 36% 33% private capital invested in 17% 13% 55% 22% 2Q 2016. 26% 32% 15% 17% 14% 39% 34% 15% 16% . Several high profile late 28% stage transactions 30% 20% 28% 31% 29% 19% 26% accounted for a 31% 26% 33% 32% 18% 33% 11% significant percentage of 20% 22% capital deployed, 26% 26% 17% 25% including Uber ($3.5B), 31% 24% 26% 28% 29% 28% Snapchat ($1.3B) and 23% 21% 19% 24% 22% 22% 17% 16% 17% Slack ($200m). 14% 11% 4% 4% 7% 4% 5% 6% 4% 6% 5% 6% 2% 2% 4% 4% 2% 4% 2% 2% 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 Seed Series A Series B Series C Series D / or later

PAGE | 10 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

SELECT RECENT SOFTWARE PRIVATE PLACEMENTS

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

Google Ventures; Two Sigma Ventures LLC; Sequoia Capital; Prov ider of cloud-based cybersecurity rating and risk 06/23/16 Infrastructure B $20 $35 BOLDstart Ventures; Ev olution Equity Partners GmbH monitoring platform.

Infinite Potential Technologies LP; OMERS Ventures 06/14/16 SaaS A $25 $28 Management, Inc.; Real Inv estment Management, Inc.; BDC Prov ider of a digital health and wellness platform. Venture Capital;

Notion Capital Ltd.; American Express Ventures; Creditease Israel Prov ider of procurement, supplier management, and 06/09/16 SaaS D $75 $181 Innov ation; DCVC Management Co. LLC; HSBC Holdings Plc; electronic inv oicing software. Pav ilion Capital Partners LLC

Blackstone Corporate Priv ate Equity; Insight Venture Prov ider of infrastructure software and cybersecurity 06/08/16 Infrastructure D $100 $177 Management LLC products and serv ices.

Prov ider of SaaS-based property management 06/08/16 SaaS C $65 N.A. Sumeru Equity Partners LP software.

Data & Prov ider of process-mining and big data analytics 06/08/16 A $28 N.A. 83North Management Ltd.; Accel Partners LLC Analytics software.

Wednesday Management LLC; Highland Capital Partners LLC; 06/03/16 Infrastructure C $33 $99 Madrona Venture Group LLC; Kleiner Perkins Caufield & Byers Prov ider of enterprise data storage platform. LLC; Allen Holding, Inc.

Jackson Square Ventures; JMI Management, Inc.; General 05/25/16 Infrastructure C $40 $65 Prov ider of data rich file handling and storage software. Atlantic LLC

Alloy Ventures, Inc.; Battery Ventures; First Round Capital; Scale 05/24/16 Infrastructure D $22 $45 Management LLC; Greylock Management Corp.; August Prov ider of data-driv en email security solutions. Capital Master Management Co. LLC

Elaia Partners SAS; Iris Capital Management SAS; Accel Partners Prov ider of SaaS-based platform for insurance fraud 05/19/16 SaaS B $10 $12 LLC detection.

Prov ider of cloud-based internet and application 05/10/16 Infrastructure B $50 $100 Pamplona Capital Management LLP monitoring solutions.

Prov ider of cloud-based parking management 05/04/16 SaaS B $8 $14 Grotech Ventures; Relev ance Capital; MK Capital Co. solutions.

Note: Financial information presented above represents reported capital raised only. PAGE | 11 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR

STOCK PERFORMANCE (1- & 3-YEAR) REVENUE MULTIPLE ANALYSIS 2Q 2016 VS. 2Q 2015

Large-Cap SaaS 13.0% 2Q 2015 2Q 2016 43.1% 10.0x 9.2x HCM 15.2% 23.0% 8.3x 7.6x 6.7x 6.6x Financial ( 2.0%) 6.5x 6.3x 72.4% 5.8x 5.6x 5.3x 5.3x 5.0x 4.9x 4.9x 4.7x 4.7x Marketing 13.8% 4.5x 4.4x 4.2x 107.0% 4.1x 4.0x 4.2x 4.2x 3.5x 3.7x 3.3x 3.4x 2.9x 2.9x 4.9% SCM & Logistics 2.1x2.0x 39.3% 1.1x1.0x Public Sector / Non-Profit 6.3% 100.1% Small-Cap SaaS 1.1% 29.4%

PLM & Engineering (2.3%) 39.3% ( 10.5%) HCIT 2.5% EBITDA MULTIPLE ANALYSIS 2Q 2016 VS. 2Q 2015 3.7% Enterprise 51.9% 69.1x 2Q 2015 2Q 2016 IT Security ( 21.3%) 39.6%

5.3% Bellwethers 18.4% 50.7x 47.1x 45.5x IT Operations Mgmt. ( 5.8%) 40.8x 40.8x 17.6% 34.2x ( 22.9%) 28.6x Data & Analytics ( 2.5%) 24.7x 19.9x 23.9x 22.3x 21.3x 19.6x 17.1x 17.5x 18.4x 16.6x 15.8x 17.4x 13.5x Communication ( 24.3%) 15.0x 14.0x 14.9x 15.1x 15.7x ( 1.5%) 14.0x 13.0x11.6x 9.1x9.5x 9.5x 9.5x 9.9x

Data Storage ( 21.4%) ( 3.5%)

Energy ( 13.9%) ( 41.8%)

1 Yr Stock 3 Yr Stock

PAGE | 12 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

KEY METRICS BY SECTOR – COMPARABLE PUBLIC SOFTWARE COMPANIES

COMPARABLE COMPANY SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

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

Large-Cap SaaS 9.2x 27% 95% 12% 62% - 44%

HCM 6.7x 27% 56% 20% 78% - -

Financial 6.5x 7% 34% 34% 65% - 92%

Marke ting 5.8x 22% 92% 12% 80% 19% 65%

SCM & Logistics 5.6x 10% 40% 26% 18% - 88%

Public Sector / Non-Profit 5.3x 15% 24% 23% 72% 90% 49%

Small-Cap SaaS 4.9x 22% 81% 12% 45% - -

PLM & Engineering 4.7x 6% 31% 24% 27% - 62%

HCIT 4.5x 15% 43% ` 15% 76% 47% -

Enterprise 4.4x 7% 24% 27% 59% 93% 18%

IT Security 4.2x 25% 32% 26% 32% - 66%

Bellwethers 4.2x - 24% 30% 74% 89% 27%

IT Operations Mgmt. 3.5x 13% 53% 19% 66% 25% -

Data & Analytics 2.9x 8% 32% 19% 80% - 64%

Communication 2.9x 8% 82% 17% 49% - 51%

Data Storage 2.0x 6% 40% 17% 34% 43% 19%

Energy 1.0x (3%) 4% 20% 16% - 74%

PAGE | 13 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

SUMMARY OF TECHNOLOGY IPOS

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

$0 - 50M $50 - 100M $100 - 250M $250M + . The IPO market has been in the doldrums, with activity hitting a seven-year low in 1Q 18 2016, though 2Q showed reason to be 16 hopeful for 2H 2016. 15 . Twilio, which went public in June, raising 13 13 $150 million, was the largest IPO of the

11 11 quarter. Besides Twilio, the only other technology company to IPO this year has been SecureWorks, which went public in 8 7 April, raising $112 million at $14 a share, a 6 lower price than it had originally expected. 5 . Despite public market turbulence, the tech 3 sector continues to be remarkably patient 2 as many technology companies have 0 raised a significant amount of private

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 capital, and can afford to be opportunistic about when and how to approach the IPO 2013 Total: 48 2014 Total: 47 2015 Total: 31 2016 Total: 2 market.

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

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

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

5% 8% 15%

31% 23% 40% 35% 45%

40%

38% 20%

PAGE | 14 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS

750.0%

650.0% 540.7%

550.0%

450.0% 293.0% Growth 350.0% 194.4% 107.0% 250.0% 150.0% 117.1% 102.3% 64.3% 150.0% 57.4% 52.6% 45.4% 29.5%

11.8% 34.8% 26.9% % Revenue% 50.0%

(50.0%)

(150.0%)

150.0% 143.3%

125.0%

100.0%

75.0% 65.3% 57.3% 50.0%

25.0% 19.6% 11.4% 16.2% 2.2% 0.7% 0.0% (3.1%) (2.7%) (25.0%) (15.6%) (16.4%) (22.2%) (50.0%) (37.2%) (48.8%) Stock Performance Stock (75.0%)

(100.0%)

(125.0%)

(150.0%) Circle Size Denotes Revenue ($)

IPO DATE 5/20/15 6/4/15 6/18/15 6/25/15 6/25/15 6/25/15 6/30/15 7/16/15 10/6/15 11/12/15 11/18/15 11/18/15 12/9/15 4/21/16 6/22/16

OFFER PRICE $25.0 $17.0 $14.0 $8.0 $12.0 $14.0 $19.0 $16.0 $17.0 $16.0 $9.0 $10.0 $21.0 $14.0 $15.0

OFFERING SIZE ($M) $222.5 $195.5 $100.1 $56.3 $74.4 $98.0 $156.8 $103.2 $425.0 $70.4 $243.0 $77.5 $462.0 $112.0 $150.0

OFFER TO CURRENT 19.6% (37.2%) (3.1%) (15.6%) 2.2% 65.3% (48.8%) (16.4%) (22.2%) 11.4% 57.3% (2.7%) 16.2% 0.7% 143.3%

PAGE | 15 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

Defined as Issuers with EBITDA of $50 Million or Less Defined as Issuers with EBITDA of $50 Million or Less . Middle market LBO loan multiples FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA Institutional Pro Rata tightened in 1H 2016 with a median total leverage of 4.5x $2.0B $2.0B 5.6x $1.9B EBITDA. 5.3x 5.3x $1.8B 4.7x 4.7x 4.8x . Middle market LBO 4.5x 4.5x 4.5x $1.6B 4.3x 4.2x 4.3x $1.5B loan volumes 4.1x 4.0x decreased in 2Q 2016, 3.8x 3.8x 3.4x $1.2B $1.2B which is consistent 3.3x with the decline in $1.0B $0.9B M&A activity in both volume and deal $0.6B$0.7B value. $0.5B $0.4B

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1H'16 1Q'13 2Q'13 3Q'13 4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

Percentage of Total Purchase Price . Technology 1H 2016 New-Issue LBO Loan Volume: $1.5 billion companies were the Healthcare 19.7% second largest 66% recipients of LBO loans 63% 60% in 2016. Technology 60% 60% 15.9% 58% 57% . Lenders continue to demand higher equity Insurance 14.5% 49% contributions from 55% sponsors as evidenced 50% by the decline in debt Food & Beverage 13.8% as percentage of total purchase price to a Automotive 11.4% nine-year low of 49%.

Services & Leasing 9.1%

Other 15.5% 2007 2008 2009 2010 2011 2012 2013 2014 2015 1H 2016

PAGE | 16 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

SELECT HW&CO. TMT TRANSACTIONS

has received an has been has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by investment from recapitalized by

APPLICATION ERP / BUSINESS SUPPLY CHAIN DATA DIGITAL HEALTHCARE HEALTHCARE EDUCATION HEALTHCARE MARKETING SOFTWARE MANAGEMENT SOFTWARE ANALYTICS MEDIA TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY

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

REAL ESTATE MARKETING DIGITAL ERP / BUSINESS ERP / BUSINESS HEALTHCARE IT FINANCIAL HEALTHCARE HEALTHCARE SOFTWARE ANALYTICS MEDIA MANAGEMENT MANAGEMENT TECHNOLOGY SERVICES TECHNOLOGY TECHNOLOGY TECHNOLOGY

has been has been acquired by has acquired has been acquired by has been acquired by has merged with has been acquired by has been acquired by has been acquired by has been acquired by recapitalized by

ENERGY HEALTHCARE INFRASTRUCTURE INFRASTRUCTURE SUPPLY CHAIN HEALTHCARE SUPPLY CHAIN HEALTHCARE MANAGED LEGAL TECHNOLOGY TECHNOLOGY SOFTWARE SOFTWARE SOFTWARE TECHNOLOGY SOFTWARE TECHNOLOGY SERVICES TECHNOLOGY

has been has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by recapitalized by

HEALTHCARE HEALTHCARE FINANCIAL HEALTHCARE NON-PROFIT NON-PROFIT DATA INFRASTRUCTURE HEALTHCARE ECOMMERCE TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY SOFTWARE SOFTWARE ANALYTICS SOFTWARE TECHNOLOGY RETAIL

has received a has become a wholly- has received a has received a minority has been acquired by has been acquired by majority investment has been acquired by has been acquired by to be acquired by has been acquired by owned subsidiary of majority equity investment from from investment from

EDUCATION ENERGY HEALTHCARE MARKETING PUBLIC SECTOR HCM ENERGY TECH-ENABLED HEALTHCARE HCM TECHNOLOGY TECHNOLOGY TECHNOLOGY ANALYTICS SOFTWARE SOFTWARE TECHNOLOGY SERVICES TECHNOLOGY SOFTWARE

PAGE | 17 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY UNIVERSE

Software Bellwethers Google Microsoft IBM Oracle Cisco SAP Salesforce EMC HP

Communication Software Nuance NICE Synchronoss BroadSoft Tangoe Jiv e MobileIron

Enterprise Software IBM Oracle SAP Adobe ADP Intuit Sage Constellation Open Text TOTVS

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

Marketing Software Salesforce Adobe Criteo HubSpot Callidus ChannelAdv isor Bazaarv oice HORIZONTAL PLM & Engineering Software Dassault Autodesk Synopsys Cadence Ansys PTC Aspen Mentor Nemetschek AVEVA

Supply Chain & Logistics Software Manhattan Fleetmatics Descartes Kinaxis SPS American Amber Road Park City Tecsys

Energy Software AVEVA Silv er Spring EnerNOC PSI

APPLICATION APPLICATION SOFTWARE Financial Software Fiserv SS&C MSCI Black Knight Jack Henry FIS BATS Env estnet Q2 Holdings Bottomline

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

Public Sector / Non-Profit Software Constellation Tyler Tech Blackbaud NIC 2U Instructure K12

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

Large-Cap SaaS (cont'd) Paycom Cornerstone ZenDesk

Small-Cap SaaS (≤ $2Bn Mkt Cap) Atlassian Ebix RealPage Xero Limited Fleetmatics HubSpot CyberArk RingCentral LogMeIn Benefitfocus SAAS Small-Cap SaaS (cont'd) Alarm.Com Callidus Qualys Q2 Holdings inContact SPS Fiv e9 Workiv a MINDBODY IntraLinks

Small-Cap SaaS (cont'd) AppFolio Hortonworks Instructure Xactly Castlight Health Model N Bazaarv oice Amber Road

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

IT Operations Management VMware Red Hat Citrix CA Serv iceNow F5 Networks Micro Focus Arista Software AG NetScout

IT Operations Management (cont'd) New Relic Progress Infoblox Radware

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

SOFTWARE IT Security Cisco Check Point VeriSign Palo Alto Symantec Gemalto Fortinet Trend Micro Proofpoint FireEye INFRASTRUCTURE INFRASTRUCTURE IT Security (cont'd) CyberArk Cheetah Mobile AVG Tech Imperv a Qualys Varonis Rapid7 Mimecast

PAGE | 18 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

SOFTWARE BELLWETHERS Software Bellwethers Alphabet Inc. GOOGL $424,028 $445,745 87.2% 30.0% 58.9% 11.8% (3.6%) 31.3% 5.8x 6.0x 5.2x 12.1x 28.2x

Microsoft Corporation MSFT 340,451 393,377 88.1% 12.7% 45.7% (8.8%) (1.5%) 33.2% 5.3x 3.6x 3.5x 9.7x 28.8x Communication IBM Corporation IBM 177,304 145,799 87.3% (7.7%) (20.7%) (11.9%) (2.9%) 23.3% 2.2x 2.2x 2.2x 9.5x 10.9x Oracle Corporation ORCL 158,595 164,708 92.0% (1.4%) 31.8% (3.1%) 2.5% 42.1% 4.3x 4.2x 4.1x 9.2x 18.5x Enterprise Cisco Systems, Inc. CSCO 111,018 144,918 97.7% 5.3% 18.4% 4.3% (0.0%) 29.8% 2.2x 2.2x 2.2x 6.6x 14.1x SAP SE SAP 95,268 93,650 93.1% 8.7% 7.6% (1.1%) 7.9% 29.6% 4.2x 3.8x 3.6x 11.6x 27.7x HCM salesforce.com, inc. CRM 55,177 54,396 95.0% 13.8% 112.4% 24.1% 23.9% 15.1% 7.8x 6.8x 5.6x 32.6x NM EMC Corporation EMC 52,669 54,105 96.2% 4.8% 17.3% 1.4% (0.6%) 21.4% 2.1x 2.1x 2.1x 7.7x 27.2x HP Inc. HPQ 24,847 22,443 40.2% (5.5%) 15.7% (8.4%) (53.7%) 10.1% 0.3x 0.5x 0.5x 6.0x 6.4x Marketing Median $111,018 $144,918 92.0% 5.3% 18.4% (1.1%) (0.6%) 29.6% 4.2x 3.6x 3.5x 9.5x 22.8x PLM & COMMUNICATION SOFTWARE Engineering Nuance Communications, Inc. NUAN $6,774 $4,523 74.2% (6.2%) (14.0%) 0.4% 3.1% 16.8% 3.5x 3.4x 3.3x 10.3x NM SCM & Logistics NICE Systems Ltd. NICE 3,294 3,597 89.9% (6.5%) 63.8% (7.1%) 8.5% 23.6% 3.6x 3.3x 2.9x 13.0x 25.6x Synchronoss Technologies, Inc. SNCR 1,654 1,527 66.2% (25.6%) 11.1% 26.6% 16.3% 27.5% 2.9x 2.5x 2.1x 8.1x 37.6x Energy BroadSoft, Inc. BSFT 1,178 1,225 94.2% 23.7% 49.9% 28.6% 20.7% 12.4% 4.2x 3.5x 3.0x 20.1x NM Tangoe, Inc. TNGO 323 356 68.0% (28.2%) (41.0%) 5.7% 11.6% NA 1.5x 1.4x 1.2x 16.7x NM Financial Jiv e Software, Inc. JIVE 195 305 69.0% (24.3%) (77.7%) 9.6% 0.5% NM 1.0x 1.0x 1.0x NM NM MobileIron, Inc. MOBL 178 278 46.0% (44.1%) NA 12.9% 8.3% NM 1.2x 1.1x 1.0x NM NM Median $1,178 $1,225 69.0% (24.3%) (1.5%) 9.6% 8.5% 20.2% 2.9x 2.5x 2.1x 13.0x 31.6x HCIT

ENTERPRISE SOFTWARE Public Sector / Non-Profit IBM Corporation IBM $177,304 $145,799 87.3% (7.7%) (20.7%) (11.9%) (2.9%) 23.3% 2.2x 2.2x 2.2x 8.5x 10.9x Oracle Corporation ORCL 158,595 164,708 92.0% (1.4%) 31.8% (3.1%) 2.5% 42.1% 4.3x 4.2x 4.1x 9.2x 18.5x Large-Cap SaaS SAP SE SAP 95,268 93,650 93.1% 8.7% 7.6% (1.1%) 7.9% 29.6% 4.2x 3.8x 3.6x 13.2x 27.7x Adobe Systems Incorporated ADBE 46,202 47,860 95.2% 18.2% 107.0% 14.8% 22.9% 25.1% 9.7x 7.8x 6.4x 26.7x 76.0x Small-Cap Automatic Data Processing, Inc. ADP 39,688 40,524 97.8% 10.0% 46.0% 0.9% 7.1% 22.5% 4.5x 3.2x 3.0x 16.9x 33.5x SaaS

Intuit Inc. INTU 26,713 26,892 96.4% 3.4% 66.4% (1.2%) 11.5% 32.8% 6.0x 5.5x 5.1x 18.1x 29.6x Data & Sage Group plc SGE-GB 9,531 9,119 89.6% 3.9% 57.9% 6.1% (2.5%) 28.2% 4.3x 4.3x 4.0x 15.7x 34.6x Analytics Constellation Software Inc. CSU-CA 8,489 8,385 85.4% 0.2% 186.8% 27.6% 13.3% 24.7% 4.6x 4.1x 3.5x 18.4x 47.3x Open Text Corporation OTEX 7,824 7,107 95.7% 44.3% 69.6% 12.9% (1.6%) 36.0% 6.0x 4.1x 3.9x 12.3x 37.1x IT Operations Median $33,201 $9,119 95.2% 3.9% 66.4% 7.7% 11.5% 25.1% 4.6x 4.1x 3.9x 16.9x 34.6x Data Storage

IT Security

PAGE | 19 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

HUMAN CAPITAL MANAGEMENT SOFTWARE Software Bellwethers Paychex, Inc. PAYX $19,424 $19,637 98.3% 15.2% 48.6% 8.8% 7.5% 42.7% 6.7x 6.3x 5.9x 16.0x NM

Workday, Inc. WDAY 13,796 9,397 92.1% 4.0% 23.0% 47.5% 33.8% NM 11.0x 9.1x 6.9x NM NM Communication Ultimate Software Group, Inc. ULTI 6,041 5,930 94.8% 22.4% 72.7% 22.2% 26.1% 10.5% 9.8x 7.8x 6.4x 40.8x NM Paycom Software, Inc. PAYC 2,369 2,480 89.2% 19.9% NA 48.8% 43.3% 19.5% 10.5x 7.4x 5.7x 49.3x 120.0x Enterprise Cornerstone Ondemand, Inc. CSOD 2,255 2,308 96.6% 20.4% (4.8%) 28.9% 27.3% NM 6.6x 5.2x 4.2x NM NM Paylocity Holding Corp. PCTY 2,079 2,071 86.4% 13.9% NA 49.2% 49.4% NM 13.6x 8.0x 6.4x NM NM HCM Benefitfocus, Inc. BNFT 1,163 1,167 83.7% (3.0%) NA 34.7% 26.9% NM 6.3x 5.0x 4.0x NM NM Xactly Corp XTLY 339 376 96.5% 55.2% NA 24.3% 27.1% NM 4.2x 3.6x 2.9x NM NM Halogen Software, Inc. HGN-CA 107 141 72.5% (23.9%) (56.4%) 34.3% 11.5% NM 1.6x 1.5x 1.3x NM NM Marketing Median $2,255 $2,308 92.1% 15.2% 23.0% 34.3% 27.1% 19.5% 6.7x 6.3x 5.7x 40.8x 120.0x PLM & MARKETING SOFTWARE Engineering salesforce.com, inc. CRM $55,177 $54,396 95.0% 13.8% 112.4% 24.1% 23.9% 15.1% 7.8x 6.8x 5.6x 41.8x NM SCM & Logistics Adobe Systems Incorporated ADBE 46,202 47,860 95.2% 18.2% 107.0% 14.8% 22.9% 25.1% 9.7x 7.8x 6.4x 26.7x 76.0x Criteo SA CRTO 2,576 2,767 79.2% (9.3%) NA 36.0% NM 9.1% 1.9x 3.6x 2.9x 18.0x 46.5x Energy HubSpot, Inc. HUBS 1,497 1,615 76.9% (6.0%) NA 57.0% 42.2% NM 8.2x 5.8x 4.5x NM NM Callidus Software Inc. CALD 1,002 1,106 90.0% 26.6% 191.9% 26.7% 20.5% 0.1% 5.8x 4.8x 4.0x 56.4x NM Financial Channeladv isor Corporation ECOM 303 365 97.4% 23.9% (11.6%) 18.5% 12.9% NM 3.0x 2.7x 2.3x NM NM Bazaarv oice, Inc. BV 230 287 53.4% (40.9%) (62.2%) 4.5% 1.1% NM 1.2x 1.1x 1.1x NM NM Median $1,497 $1,615 90.0% 13.8% 107.0% 24.1% 21.7% 12.1% 5.8x 4.8x 4.0x 34.2x 61.2x HCIT

PLM & ENGINEERING SOFTWARE Public Sector / Non-Profit Dassault Systemes SA DSY-FR $17,174 $18,950 88.3% (0.7%) 19.9% 23.8% 7.3% 30.2% 5.5x 5.1x 4.7x 16.8x 42.5x Autodesk, Inc. ADSK 11,960 12,754 86.2% 12.5% 67.8% (1.5%) (19.1%) NA 5.1x 5.9x 5.3x 27.5x NM Large-Cap SaaS Synopsys, Inc. SNPS 7,385 7,953 98.0% 4.3% 45.6% 8.7% 6.8% 21.2% 3.2x 3.1x 2.9x 11.9x 33.9x Cadence Design Systems, Inc. CDNS 7,132 7,284 95.0% 24.2% 65.7% 7.7% 7.2% 24.0% 4.2x 3.9x 3.7x 13.2x 28.9x Small-Cap ANSYS, Inc. ANSS 7,055 7,739 89.3% (3.9%) 19.3% 0.7% 6.0% 45.8% 7.5x 7.1x 6.6x 14.7x 30.6x SaaS

PTC Inc. PTC 4,888 4,421 90.2% (6.5%) 53.3% (7.4%) (6.7%) 16.5% 3.9x 4.2x 4.2x 14.5x 93.0x Data & Aspen Technology, Inc. AZPN 3,291 3,199 83.5% (14.6%) 33.1% 10.5% 7.1% 42.2% 7.5x 6.9x 6.8x 15.2x 27.0x Analytics Mentor Graphics Corporation MENT 2,398 2,297 76.5% (19.1%) 9.6% (5.1%) 3.0% 16.7% 2.1x 2.0x 1.9x 8.2x 24.8x Nemetschek SE NEM-DE 2,101 2,122 89.3% 62.8% 241.0% 30.6% 15.4% 23.1% 6.6x 5.8x 5.1x 27.9x 53.3x IT Operations AVEVA Group plc AVV-GB 1,315 1,468 62.8% (22.3%) (33.6%) (3.4%) (3.1%) 26.4% 4.3x 4.5x 4.3x 17.1x 47.6x Median $5,972 $5,852 88.8% (2.3%) 39.3% 4.2% 6.4% 24.0% 4.7x 4.8x 4.5x 15.0x 33.9x Data Storage

IT Security

PAGE | 20 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

SUPPLY CHAIN AND LOGISTICS SOFTWARE Software Bellwethers Manhattan Associates, Inc. MANH $4,570 $4,628 82.5% 6.6% 221.9% 13.1% 11.0% 30.4% 8.2x 7.4x 6.8x 24.9x 44.7x

FleetMatics Group Ltd. FLTX 1,602 1,734 70.7% (5.3%) 39.3% 23.0% 20.6% 28.5% 5.6x 4.7x 4.0x 16.7x 44.7x Communication Descartes Systems Group Inc. DSG-CA 1,453 1,487 93.1% 22.8% 70.2% 26.0% 10.1% 32.5% 7.7x 7.1x 6.5x 24.7x 68.5x Kinaxis, Inc. KXS-CA 892 951 95.6% 75.0% NA 50.9% 21.5% 26.2% 9.8x 8.0x 6.6x 29.7x 75.0x Enterprise SPS Commerce, Inc. SPSC 833 946 71.6% (16.3%) 1.5% 23.9% 21.7% 10.5% 5.3x 4.3x 3.6x 36.8x 203.9x American Software, Inc. AMSWA 227 263 88.1% 4.9% 14.3% 10.7% NA NA 2.0x 1.9x 1.8x 12.6x NM HCM Amber Road, Inc. AMBR 194 190 92.7% 5.0% NA 3.5% 9.7% NM 2.9x 2.6x 2.3x NM NM Park City Group, Inc. PCYG 177 178 66.1% (28.6%) 22.5% 14.4% NA NM 12.9x NM NM NM NM TECSYS Inc. TCS-CA 86 90 91.8% 1.4% 101.2% 16.1% NA NA 1.4x 1.6x 1.5x 21.9x NM Marketing Median $833 $946 88.1% 4.9% 39.3% 16.1% 15.8% 28.5% 5.6x 4.5x 3.8x 24.7x 68.5x PLM & ENERGY SOFTWARE Engineering AVEVA Group plc AVV-GB $1,315 $1,468 62.8% (22.3%) (33.6%) (3.4%) (3.1%) 26.4% 4.3x 4.5x 4.3x 17.1x 47.6x SCM & Logistics Silv er Spring Networks, Inc. SSNI 485 612 74.3% (5.5%) (49.9%) 155.9% (38.3%) 20.1% 1.0x 1.6x 1.4x 34.0x 7.6x EnerNOC, Inc. ENOC 202 206 60.5% (33.2%) (50.6%) (15.3%) (3.4%) NM 0.5x 0.5x 0.5x NM NM Energy PSI Aktiengesellschaft PSAN-DE 187 231 91.1% 24.0% (23.7%) 4.7% 6.7% 5.4% 0.9x 0.9x 0.8x 11.3x 28.0x Median $343 $422 68.5% (13.9%) (41.8%) 0.6% (3.2%) 20.1% 1.0x 1.2x 1.1x 17.1x 28.0x Financial FINANCIAL SOFTWARE Fiserv , Inc. FISV $27,926 $23,240 97.1% 24.2% 139.3% 3.7% 6.1% 32.9% 5.3x 5.0x 4.8x 15.6x 32.6x HCIT SS&C Technologies Holdings, Inc. SSNC 8,545 5,750 75.1% (7.0%) 74.9% 30.3% 50.6% 35.6% 8.5x 5.7x 5.2x 19.3x 134.1x MSCI Inc. MSCI 8,535 7,141 92.6% 18.9% 116.7% 7.9% 7.2% 44.8% 7.9x 7.4x 6.8x 17.7x 31.0x Public Sector / Non-Profit Black Knight Financial Serv ices, Inc. BKFS 7,702 2,363 87.9% 13.6% NA 9.2% 8.4% 42.2% 8.3x 7.6x 7.1x 18.6x 118.2x Jack Henry & Associates, Inc. JKHY 6,584 6,514 95.7% 25.7% 72.4% 10.4% 6.8% 34.5% 6.7x 4.7x NM 14.5x 39.6x Large-Cap Oracle Financial Serv ices Software Ltd. 532466-IN 3,916 4,302 74.0% (16.1%) 12.0% 4.8% 6.8% 41.1% 6.3x 6.0x 5.4x 15.8x 24.2x SaaS

BATS Global Markets, Inc. BATS 3,182 2,455 95.6% NA NA 22.0% (75.9%) NA 1.8x 7.4x 6.8x 14.0x 29.9x Small-Cap Env estnet, Inc. ENV 1,772 1,521 76.6% (14.5%) 31.9% 20.7% 38.2% 12.7% 4.2x 3.0x 2.5x 23.3x NM SaaS Q2 Holdings, Inc. QTWO 947 1,060 88.7% (2.0%) NA 37.6% 35.5% NM 8.7x 6.4x 5.0x NM NM Data & Bottomline Technologies, Inc. EPAY 891 936 72.7% (17.8%) (12.2%) 4.1% 3.2% 13.4% 2.7x 2.5x 2.3x 12.4x NM Analytics Median $5,250 $3,379 88.3% (2.0%) 72.4% 9.8% 7.0% 35.0% 6.5x 5.8x 5.2x 15.8x 32.6x IT Operations

Data Storage

IT Security

PAGE | 21 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

HEALTHCARE IT Software Bellwethers Cerner Corporation CERN $18,757 $18,243 71.9% (22.3%) 10.7% 30.1% 11.5% 30.4% 4.2x 3.8x 3.4x 12.9x 33.8x athenahealth, Inc. ATHN 5,242 5,074 75.8% 13.0% 52.0% 22.9% 20.7% 12.4% 5.7x 4.7x 3.9x 28.6x NM Communication Veev a Systems Inc VEEV 4,478 3,278 94.8% 19.7% NA 30.6% 26.9% 20.8% 10.2x 8.8x 7.2x 39.8x 60.7x Allscripts Healthcare Solutions, Inc. MDRX 2,897 2,340 79.5% (7.6%) (5.6%) 0.4% 12.3% 14.4% 2.1x 1.9x 1.7x 11.9x NM Enterprise Medidata Solutions, Inc. MDSO 2,466 2,578 73.4% (17.5%) 13.2% 17.1% 17.4% 10.4% 6.3x 5.4x 4.5x 27.2x 195.8x Press Ganey Holdings, Inc. PGND 2,126 1,980 98.0% 34.5% NA 13.2% 13.9% 9.6% 6.7x 5.9x 5.4x 18.1x NM Inov alon Holdings, Inc. INOV 2,119 1,133 58.4% (36.0%) NA 20.9% 17.8% 32.8% 4.8x 4.1x 3.5x 14.0x 17.2x HCM HMS Holdings Corp. HMSY 1,555 1,495 97.0% 6.0% (24.3%) 7.0% 2.8% 22.4% 3.3x 3.2x 3.0x 13.8x 60.9x Quality Systems, Inc. QSII 796 729 68.3% (25.3%) (38.9%) 0.5% 4.3% 15.1% 1.6x 1.6x 1.5x 9.9x 128.9x Marketing Impriv ata, Inc. IMPR 303 354 64.7% (13.4%) NA 22.8% 16.6% NM 2.5x 2.2x 1.9x NM NM Median $2,296 $2,160 74.6% (10.5%) 2.5% 19.0% 15.3% 15.1% 4.5x 4.0x 3.5x 14.0x 60.8x PLM & Engineering PUBLIC SECTOR / NON-PROFIT SOFTWARE SCM & Logistics Constellation Software Inc. CSU-CA $8,489 $8,385 85.4% 0.2% 186.8% 27.6% 13.3% 24.7% 4.6x 4.1x 3.5x 18.4x 47.3x Tyler Technologies, Inc. TYL 5,887 5,434 81.7% 15.7% 115.0% 19.9% 29.6% 22.6% 10.0x 7.7x 6.8x 38.3x 83.8x Energy Blackbaud, Inc. BLKB 3,380 3,133 96.3% 14.2% 100.1% 13.0% 14.9% 16.7% 5.3x 4.6x 4.2x 23.3x 122.2x NIC Inc. EGOV 1,243 1,352 96.1% 12.4% 21.8% 7.5% 8.0% 25.9% 4.3x 3.9x 3.7x 15.9x 32.5x Financial 2U, Inc. TWOU 1,129 1,330 72.0% (7.4%) NA 36.2% 34.2% NM 7.5x 5.6x 4.3x NM NM Instructure, Inc. INST 415 487 75.2% NA NA 65.0% 49.7% NM 5.7x 3.8x 2.7x NM NM K12 Inc. LRN 287 455 77.5% (10.1%) (56.9%) (6.1%) (9.2%) 13.6% 0.3x 0.3x 0.3x 3.0x 41.4x HCIT Median $1,243 $1,352 81.7% 6.3% 100.1% 19.9% 14.9% 22.6% 5.3x 4.1x 3.7x 18.4x 47.3x Public Sector / Non-Profit LARGE-CAP SAAS (Market Cap > $2Bn) salesforce.com, inc. CRM $55,177 $54,396 95.0% 13.8% 112.4% 24.1% 23.9% 15.1% 7.8x 6.8x 5.6x 41.8x NM Large-Cap SaaS Workday, Inc. WDAY 13,796 9,397 92.1% 4.0% 23.0% 47.5% 33.8% NM 11.0x 9.1x 6.9x NM NM Serv iceNow, Inc. NOW 11,213 11,694 78.6% (2.9%) 76.0% 47.3% 36.2% NM 11.2x 8.2x 6.3x NM NM Small-Cap SaaS NetSuite Inc. N 6,154 6,282 76.1% (14.9%) (15.4%) 33.2% 30.5% NM 8.3x 6.4x 5.0x NM NM Ultimate Software Group, Inc. ULTI 6,041 5,930 94.8% 22.4% 72.7% 22.2% 26.1% 10.5% 9.8x 7.8x 6.4x 40.8x NM Data & athenahealth, Inc. ATHN 5,242 5,074 75.8% 13.0% 52.0% 22.9% 20.7% 12.4% 5.7x 4.7x 3.9x 28.6x NM Analytics Veev a Systems Inc VEEV 4,478 3,278 94.8% 19.7% NA 30.6% 26.9% 20.8% 10.2x 8.8x 7.2x 39.8x 60.7x Guidewire Software, Inc. GWRE 3,670 4,261 90.7% 10.4% 34.3% 8.6% 10.2% 6.3% 9.0x 8.3x 7.3x 45.7x NM IT Operations Medidata Solutions, Inc. MDSO 2,466 2,578 73.4% (17.5%) 13.2% 17.1% 17.4% 10.4% 6.3x 5.4x 4.5x 27.2x 195.8x Proofpoint, Inc. PFPT 2,453 2,536 81.1% (5.0%) 151.5% 35.7% 33.0% NM 9.2x 7.0x 5.4x NM NM Data Storage Paycom Software, Inc. PAYC 2,369 2,480 89.2% 19.9% NA 48.8% 43.3% 19.5% 10.5x 7.4x 5.7x 49.3x 120.0x Cornerstone Ondemand, Inc. CSOD 2,255 2,308 96.6% 20.4% (4.8%) 28.9% 27.3% NM 6.6x 5.2x 4.2x NM NM IT Security Zendesk, Inc. ZEN 2,184 2,472 96.2% 23.9% NA 64.3% 45.2% NM 10.5x 7.2x 5.4x NM NM Median $4,478 $4,261 90.7% 13.0% 43.1% 30.6% 27.3% 12.4% 9.2x 7.2x 5.6x 40.8x 120.0x

PAGE | 22 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

SMALL-CAP SAAS (Market Cap < $2Bn) Software Bellwethers Atlassian Corp. Plc TEAM $5,527 $1,464 80.8% NA NA 48.5% 30.7% 5.0% 17.3x 10.5x 8.1x NM 216.0x

Ebix, Inc. EBIX 1,716 1,534 93.7% 37.9% 384.6% 23.9% 9.4% 37.0% 6.5x 5.9x 5.4x 17.0x 19.3x Communication RealPage, Inc. RP 1,709 1,792 93.2% 16.7% 19.5% 15.8% 21.6% 11.7% 3.6x 3.0x 2.6x 18.5x NM Xero Limited XRO-NZ 1,692 1,828 91.2% 8.8% 5.5% 67.2% 55.3% NM 12.1x 8.5x 6.0x NM NM Enterprise FleetMatics Group Ltd. FLTX 1,602 1,734 70.7% (5.3%) 39.3% 23.0% 20.6% 28.5% 5.6x 4.7x 4.0x 16.7x 44.7x HubSpot, Inc. HUBS 1,497 1,615 76.9% (6.0%) NA 57.0% 42.2% NM 8.2x 5.8x 4.5x NM NM HCM CyberArk Software Ltd. CYBR 1,477 1,621 63.2% (22.5%) NA 56.1% 31.2% 24.5% 9.2x 7.0x 5.7x 32.3x 62.8x RingCentral, Inc. RNG 1,379 1,225 81.0% 14.8% NA 34.7% 22.7% NM 4.7x 3.8x 3.1x NM NM LogMeIn, Inc. LOGM 1,348 1,512 80.2% (6.2%) 141.8% 22.4% 22.0% 12.3% 5.0x 4.1x 3.5x 19.9x 103.9x Marketing Benefitfocus, Inc. BNFT 1,163 1,167 83.7% (3.0%) NA 34.7% 26.9% NM 6.3x 5.0x 4.0x NM NM PLM & Alarm.com Holdings, Inc. ALRM 1,020 1,108 99.1% 54.8% NA 24.8% 15.7% 11.3% 4.9x 4.2x 3.7x 29.8x 94.1x Engineering Callidus Software Inc. CALD 1,002 1,106 90.0% 26.6% 191.9% 26.7% 20.5% 0.1% 5.8x 4.8x 4.0x 56.4x NM

Qualys, Inc. QLYS 959 1,075 64.0% (23.0%) 95.5% 23.0% 20.2% 23.8% 5.8x 4.9x 4.1x 16.9x 67.7x SCM & Logistics Q2 Holdings, Inc. QTWO 947 1,060 88.7% (2.0%) NA 37.6% 35.5% NM 8.7x 6.4x 5.0x NM NM inContact, Inc. SAAS 858 857 99.4% 43.0% 72.9% 29.2% 18.2% 2.3% 3.9x 3.3x 2.8x 61.8x NM Energy SPS Commerce, Inc. SPSC 833 946 71.6% (16.3%) 1.5% 23.9% 21.7% 10.5% 5.3x 4.3x 3.6x 36.8x 203.9x Fiv e9, Inc. FIVN 582 600 89.8% 119.2% NA 25.0% 19.0% NM 4.5x 3.8x 3.2x NM NM Financial Workiv a, Inc. WK 514 393 72.0% 0.1% NA 28.9% 24.3% NM 3.5x 2.8x 2.4x NM NM MINDBODY, Inc. MB 486 247 77.4% 5.4% NA 45.7% 35.4% NM 4.8x 3.5x 2.8x NM NM IntraLinks Holdings, Inc. IL 469 426 57.7% (38.3%) 0.7% 7.9% 8.2% 10.0% 1.7x 1.6x 1.4x 12.0x NM HCIT AppFolio Inc APPF 457 154 71.7% 2.1% NA 57.3% 36.7% NM 6.1x 4.5x 3.4x NM NM Public Sector / Hortonworks, Inc. HDP 421 605 36.3% (57.7%) NA 164.8% 57.1% NM 3.5x 2.2x 1.5x NM NM Non-Profit Instructure, Inc. INST 415 487 75.2% NA NA 65.0% 49.7% NM 5.7x 3.8x 2.7x NM NM Xactly Corp XTLY 339 376 96.5% 55.2% NA 24.3% 27.1% NM 4.2x 3.6x 2.9x NM NM Large-Cap SaaS Castlight Health, Inc. CSLT 318 193 50.1% (42.6%) NA 65.1% 33.5% NM 4.2x 3.2x 2.5x NM NM Model N, Inc. MODN 299 373 96.9% 13.1% (41.3%) 14.7% 14.4% NM 3.2x 2.6x 2.2x NM NM Small-Cap Bazaarv oice, Inc. BV 230 287 53.4% (40.9%) (62.2%) 4.5% 1.1% NM 1.2x 1.1x 1.1x NM NM SaaS Amber Road, Inc. AMBR 194 190 92.7% 5.0% NA 3.5% 9.7% NM 2.9x 2.6x 2.3x NM NM Data & Median $903 $1,003 80.5% 1.1% 29.4% 27.8% 22.4% 11.5% 4.9x 3.9x 3.3x 19.9x 80.9x Analytics

IT Operations

Data Storage

IT Security

PAGE | 23 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

DATA & ANALYTICS Software Bellwethers Splunk Inc. SPLK $6,615 $7,718 75.6% (16.4%) 21.7% 48.3% 34.2% NM 9.1x 7.5x 5.9x NM NM

Teradata Corporation TDC 3,313 3,576 70.3% (24.0%) (45.6%) (7.4%) (9.8%) 19.4% 1.3x 1.5x 1.5x 5.9x NM Communication Tableau Software, Inc. DATA 2,831 3,639 41.2% (57.6%) (7.9%) 48.5% 29.7% NM 4.3x 3.3x 2.7x NM NM Verint Systems Inc. VRNT 2,521 2,151 54.5% (43.1%) (2.5%) 0.2% (0.9%) 15.7% 2.3x 2.2x 2.1x 9.5x NM Enterprise Inov alon Holdings, Inc. INOV 2,119 1,133 58.4% (36.0%) NA 20.9% 17.8% 32.8% 4.8x 4.1x 3.5x 14.0x 17.2x Pegasystems Inc. PEGA 1,984 2,107 91.3% 20.9% 66.5% 15.7% 17.0% 12.9% 2.9x 2.5x 2.2x 18.0x 58.0x HCM MicroStrategy Incorporated MSTR 1,522 1,685 79.2% 5.5% 104.5% (8.6%) (0.8%) 29.3% 2.9x 2.9x 2.7x 9.3x 15.9x PROS Holdings, Inc. PRO 482 491 63.7% (21.8%) (45.5%) (9.5%) (10.2%) NM 2.9x 3.2x 3.0x NM NM Median $2,320 $2,129 67.0% (22.9%) (2.5%) 7.9% 8.1% 19.4% 2.9x 3.0x 2.7x 9.5x 17.2x Marketing

IT OPERATIONS MANAGEMENT PLM & Engineering VMware, Inc. VMW $18,966 $7,532 64.9% (28.5%) (9.2%) 10.1% 3.8% 24.5% 2.9x 2.7x 2.6x 7.9x 7.6x Red Hat, Inc. RHT 13,841 13,965 91.2% (0.6%) 62.5% 14.7% 16.9% 17.9% 6.7x 5.9x 5.2x 25.3x 70.0x SCM & Logistics Citrix Systems, Inc. CTXS 13,259 13,024 93.3% 21.0% 37.2% 4.2% 2.5% 26.2% 4.0x 3.9x 3.8x 10.7x 40.8x CA, Inc. CA 13,213 13,716 98.6% 10.6% 15.6% (5.6%) 0.9% 38.0% 3.3x 3.3x 3.2x 8.4x 18.0x Energy Serv iceNow, Inc. NOW 11,213 11,694 78.6% (2.9%) 76.0% 47.3% 36.2% NM 11.2x 8.2x 6.3x NM NM F5 Networks, Inc. FFIV 7,311 7,987 88.2% (0.8%) 71.3% 10.8% 3.6% 31.5% 3.8x 3.6x 3.4x 9.6x 21.9x Financial Micro Focus International plc MCRO-GB 6,422 5,018 91.2% 2.8% 99.9% 93.2% 20.0% NA 8.1x 4.9x 4.7x 13.4x NM Arista Networks, Inc. ANET 4,541 5,000 82.2% (11.0%) NA 43.4% 30.3% 19.5% 5.4x 4.2x 3.5x 18.1x 42.0x Software AG SOW-DE 2,683 2,825 86.4% 30.0% 19.7% 1.8% 1.9% 29.6% 2.8x 2.7x 2.7x 9.4x 18.3x HCIT NetScout Systems, Inc. NTCT 1,928 2,250 58.1% (34.4%) 1.2% 110.6% 27.8% 14.8% 2.0x 1.6x 1.5x 7.2x NM Public Sector / New Relic, Inc. NEWR 1,277 1,518 75.6% (16.3%) NA 64.2% 38.8% NM 7.0x 5.4x 4.2x NM NM Non-Profit Progress Software Corporation PRGS 1,211 1,293 84.1% (8.7%) 9.7% 13.5% 9.6% 18.8% 3.2x 2.9x NM 9.1x NM Infoblox Inc. BLOX 786 1,056 66.3% (29.7%) (37.6%) 22.3% 16.5% 0.2% 2.2x 2.2x 2.0x 19.8x NM Large-Cap SaaS Radware Ltd. RDWR 323 519 47.4% (46.4%) (15.2%) (2.4%) (3.7%) 12.7% 1.5x 1.5x 1.4x 8.5x 28.0x Median $5,481 $5,009 83.1% (5.8%) 17.6% 14.1% 13.1% 19.5% 3.5x 3.4x 3.4x 9.5x 24.9x Small-Cap SaaS

Data & Analytics

IT Operations

Data Storage

IT Security

PAGE | 24 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

DATA STORAGE Software Bellwethers EMC Corporation EMC $52,669 $54,105 96.2% 4.8% 17.3% 1.4% (0.6%) 21.4% 2.1x 2.1x 2.1x 7.8x 27.2x

Iron Mountain, Inc. IRM 13,010 9,991 98.3% 20.7% 41.2% (3.6%) 16.1% 25.8% 4.3x 3.7x 3.4x 14.1x 81.6x Communication NetApp, Inc. NTAP 4,412 7,179 71.4% (21.4%) (34.4%) (9.2%) (4.4%) 12.5% 0.8x 0.8x 0.8x 4.0x 31.4x Brocade Communications Systems, Inc. BRCD 3,005 4,153 69.1% (25.6%) 53.6% 2.4% 0.3% 24.3% 1.3x 1.3x 1.2x 4.5x 13.3x Enterprise CommVault Systems, Inc. CVLT 1,708 1,993 95.0% 9.8% (40.8%) (2.0%) 5.8% 2.1% 2.9x 2.7x 2.6x 19.7x NM Box, Inc. BOX 1,280 546 56.5% (39.9%) NA 39.9% 30.1% NM 3.9x 3.3x 2.6x NM NM HCM Barracuda Networks, Inc. CUDA 625 762 33.8% (63.0%) NA 15.4% 6.3% 2.6% 2.0x 1.9x 1.7x 11.9x NM Nimble Storage, Inc. NMBL 488 700 26.6% (70.0%) NA 41.5% 22.6% NM 1.4x 1.3x 1.0x NM NM Carbonite, Inc. CARB 213 254 77.0% (21.2%) (24.2%) 11.4% 35.8% NM 1.6x 1.1x 1.1x NM NM Marketing Median $1,708 $1,993 71.4% (21.4%) (3.5%) 2.4% 6.3% 16.9% 2.0x 1.9x 1.7x 9.9x 29.3x PLM & IT SECURITY Engineering

Cisco Systems, Inc. CSCO $111,018 $144,918 97.7% 5.3% 18.4% 4.3% (0.0%) 29.8% 2.2x 2.2x 2.2x 6.8x 14.1x SCM & Logistics Check Point Software Ltd. CHKP 12,938 13,864 89.9% 0.8% 60.9% 9.0% 7.3% 52.4% 7.9x 7.4x 6.9x 14.0x 20.2x VeriSign, Inc. VRSN 11,047 9,133 89.6% 33.0% 87.5% 4.9% 7.5% 63.0% 10.4x 9.7x 9.4x 15.7x 24.3x Energy Palo Alto Networks, Inc. PANW 10,730 11,474 63.8% (27.4%) 202.8% 55.1% 47.4% NM 8.5x 6.9x 5.2x NM NM Symantec Corporation SYMC 9,522 12,255 81.1% (14.0%) (11.2%) (4.7%) (6.4%) 28.2% 2.5x 2.7x 2.7x 6.5x NM Financial Gemalto N.V. GTO-NL 5,613 5,269 61.7% (35.1%) (35.0%) 26.6% 4.0% 14.1% 1.6x 1.6x 1.5x 9.7x 34.7x Fortinet, Inc. FTNT 4,712 5,662 65.6% (20.1%) 91.0% 31.0% 26.0% 5.5% 4.7x 3.7x 3.1x 28.8x NM Trend Micro Incorporated 4704-JP 3,682 4,877 77.9% 2.4% 9.0% 7.9% 28.0% 31.6% 3.6x 2.8x 2.6x 11.8x 27.5x HCIT Proofpoint, Inc. PFPT 2,453 2,536 81.1% (5.0%) 151.5% 35.7% 33.0% NM 9.2x 7.0x 5.4x NM NM Public Sector / FireEye, Inc. FEYE 2,452 2,785 30.3% (65.4%) NA 46.4% 27.5% NM 3.9x 3.1x 2.5x NM NM Non-Profit CyberArk Software Ltd. CYBR 1,477 1,621 63.2% (22.5%) NA 56.1% 31.2% 24.5% 9.2x 7.0x 5.7x 32.3x 62.8x Cheetah Mobile, Inc. CMCM 1,184 361 27.1% (63.9%) NA 105.0% 28.9% 8.3% 2.0x 1.6x 1.2x 26.3x 12.8x Large-Cap SaaS AVG Technologies NV AVG 1,131 1,009 68.1% (27.6%) (0.3%) 14.5% 3.9% 28.9% 2.6x 2.5x 2.4x 7.1x 21.5x Imperv a, Inc. IMPV 1,010 1,286 51.1% (40.6%) (10.7%) 42.9% 29.7% NM 4.3x 3.3x 2.7x NM NM Small-Cap Qualys, Inc. QLYS 959 1,075 64.0% (23.0%) 95.5% 23.0% 20.2% 23.8% 5.8x 4.9x 4.1x 16.9x 67.7x SaaS

Varonis Systems, Inc. VRNS 536 650 94.8% 11.0% NA 25.5% 23.5% NM 4.2x 3.4x 2.9x NM NM Data & Rapid7 Inc. RPD 457 559 48.5% NA NA 43.8% 37.7% NM 4.1x 3.0x 2.4x NM NM Analytics Mimecast Limited MIME 391 651 99.0% NA NA 22.2% 22.4% 5.6% 2.8x 2.4x 1.9x NM NM Median $2,452 $2,660 66.9% (21.3%) 39.6% 26.1% 24.7% 26.4% 4.2x 3.2x 2.7x 14.0x 24.3x IT Operations

Data Storage

IT Security

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OUR FIRM

Harris Williams & Co. 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.

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

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

Boston Richmond (Headquarters) Frankfurt Two International Place 1001 Haxall Point Bockenheimer Landstrasse 33-35 24th Floor 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 222 South 9th Street Suite 3350 NETWORK OFFICES Minneapolis, Minnesota 55402 Phone: +1 (612) 359-2700 Beijing New Delhi Hong Kong Shanghai Mumbai

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HARRIS WILLIAMS & CO.

SOURCES

S&P Capital IQ.

PNC Capital Markets.

S&P LCD stats.

PitchBook.

HW&Co. proprietary transaction information.

DISCLOSURES

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

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

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

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

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