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1 Software Sector Summary Week of January 23rd, 2017

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1

Software Sector Summary

Week of January 23rd, 2017

2

SOFTWARE DEAL DASHBOARD

Notes: Source: Capital IQ, PitchBook, and Dow Jones VentureSource. Market Data as of 01/20/2017. 1) Criteria based on software series A and subsequent rounds of global financings greater than or equal to $20MM. 2) Financings include Software Venture and Private Equity Growth / Expansion activity. 3) Criteria based on global target software M&A deals with transaction enterprise values greater than $50MM. 4) Select Software M&A transactions reflect notable transactions in CY2016. 5) iShares North American Tech-Software ETF (IGV), used as proxy for software landscape. Top holdings in the ETF include ADBE, MSFT, ORCL, CRM, and INTU. 6) Criteria based on global public target software M&A deals with enterprise transaction values greater than $100MM. 7) Aggregative Value represents the majority stake being acquired by KKR. The Blackstone Group will maintain a minority stake.

Quarterly Financing Deal Count (1)(2) Quarterly M&A Deal Count (3)

$Bn $Bn

(7)

34%

Select Financing Transactions Quarterly Financing Volume (1)(2) Quarterly M&A Volume (3) Select M&A Transactions (4)

Company Amount ($MM) Target Acquirer EV ($Bn)

$50.4 $26.2

$50.0 $8.7

$50.0 $8.7

$45.0 $6.1

$33.0 $3.3

$32.0 $2.8

$30.0 $2.4

$22.0 $1.8

Last 12 Months Software Price Performance vs. S&P 500 (5) M&A EV/ NTM Rev. Over Time (6)

`

$2.1 BillionFinancing Volume 2017 YTD (1)(2)

34Financing Transactions 2017 YTD (1)(2)

$2.1 BillionM&A Volume 2017 YTD (3)

5M&A Transactions 2017 YTD (3)

7286

118103 111

127

94

123

34

0

30

60

90

120

150

180

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16Q3'16 Q4'16 Q1'17

$3$4

$6 $6

$9$10

$5$6

$2

$0

$2

$4

$6

$8

$10

$12

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16Q3'16 Q4'16 Q1'17

$5

$14

$24

$15

$7

$50

$41

$15

$2

$0

$10

$20

$30

$40

$50

$60

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17

7

13

2427

15

2924

27

5

0

10

20

30

40

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17

(Software Business Division)

(15%)

(10%)

(5%)

0%

5%

10%

15%

20%

25%

Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17

IGV SPX

22.2%22.9%

( )

TD TD

TDTD

94% 54%

20%

3

RECENT STOCK PERFORMANCE Index Performance

Last 12 Months Last 3 Years

Notes: Source: Capital IQ. Market Data as of 01/20/2017. BI & Analytics: ATTU, DATA, DWCH, FICO, GSUM, HDP, MSTR, SPLK, TDC, VRNT. Infrastructure: ATEN, CA, CTXS, CVLT, FFIV, LOGM, MCRO, NEWR, NOW, NTCT, NTNX, PRGS, PSTG, RHT, SOW, SPLK, TEAM, VMW. Platform: GOOGL, IBM, MSFT, ORCL, RHT, SAP. SaaS / On Demand: AMBR, APTI, AZPN, BCOV, BLKB, BNFT, BOX, BV, CALD, CARB, COUP, COVS, CRM, CSLT, CSOD, ECOM, FIVN, HUBS, INST, JCOM, JIVE, LOGM, LPSN, MIME, MRIN, NEWR, NOW, PAYC, PCTY, PCYG, QLYS, RNG, RP, SHOP, SPSC, TNGO, TWOU, ULTI, VEEV, WDAY, WK, ZEN. Security: ABT, CHKP, CUDA, CYBR, FEYE, FSC1V, FTNT, GUID, IMPV, IPAS, MIME, MOBL, PANW, PFPT, QLYS, RPD, SCWX, SPLK, SYMC, Trend Micro, VDSI, ZIXI. Vertical: APPF, ATHN, BLKB, CERN, CLGX, CSLT, CSU, ELLI, EXA, GWRE, HSTM, INOV, INST, MDRX, MDSO, RP, SSNC, SSNI, VEEV, WBMD.

Sector 3 Months 1 Year 3 Years

Platform 5% 20% 32%

Infrastructure 5% 32% 3%

Security 7% 19% 12%

SaaS / On Demand 3% 20% 15%

BI & Analytics (3%) 3% (23%)

Vertical (6%) 6% 5%

(40%)

(30%)

(20%)

(10%)

0%

10%

20%

30%

40%

Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17

(50%)

(40%)

(30%)

(20%)

(10%)

0%

10%

20%

30%

40%

50%

Jan-14 Apr-14 Jul-14 Oct-14 Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Jan-17

4

TRADING COMPARABLES Valuation Metrics

EV / 2016E Revenue EV / 2016E EBITDA

Notes: Source: Capital IQ. Market Data as of 01/20/2017. BI & Analytics: ATTU, DATA, DWCH, FICO, GSUM, HDP, MSTR, SPLK, TDC, VRNT. Infrastructure: ATEN, CA, CTXS, CVLT, FFIV, LOGM, MCRO, NEWR, NOW, NTCT, NTNX, PRGS, PSTG, RHT, SOW, SPLK, TEAM, VMW. Platform: GOOGL, IBM, MSFT, ORCL, RHT, SAP. SaaS / On Demand: AMBR, APTI, AZPN, BCOV, BLKB, BNFT, BOX, BV, CALD, CARB, COUP, COVS, CRM, CSLT, CSOD, ECOM, FIVN, HUBS, INST, JCOM, JIVE, LOGM, LPSN, MIME, MRIN, NEWR, NOW, PAYC, PCTY, PCYG, QLYS, RNG, RP, SHOP, SPSC, TNGO, TWOU, ULTI, VEEV, WDAY, WK, ZEN. Security: ABT, CHKP, CUDA, CYBR, FEYE, FSC1V, FTNT, GUID, IMPV, IPAS, MIME, MOBL, PANW, PFPT, QLYS, RPD, SCWX, SPLK, SYMC, Trend Micro, VDSI, ZIXI. Vertical: APPF, ATHN, BLKB, CERN, CLGX, CSLT, CSU, ELLI, EXA, GWRE, HSTM, INOV, INST, MDRX, MDSO, RP, SSNC, SSNI, VEEV, WBMD.

5.2x4.9x

4.5x 4.5x4.3x

3.2x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

SaaS / OnDemand

Infrastructure Platform Vertical Security BI & Analytics

31.9x

28.1x29.6x

22.8x20.8x

15.5x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

SaaS / OnDemand

BI & Analytics Security Infrastructure Vertical Platform

5

TRADING COMPARABLES Operational Metrics

2016 EBITDA Margin 2017 / 2016 Rev. Growth

32%

26%

22% 20%

17% 15%

0%

5%

10%

15%

20%

25%

30%

35%

40%

Platform Infrastructure Vertical Security BI & Analytics SaaS / OnDemand

19%

16% 15%15% 15%

7%

0%

5%

10%

15%

20%

25%

SaaS / OnDemand

Security BI & Analytics Vertical Infrastructure Platform

Notes: Source: Capital IQ. Market Data as of 01/20/2017. BI & Analytics: ATTU, DATA, DWCH, FICO, GSUM, HDP, MSTR, SPLK, TDC, VRNT. Infrastructure: ATEN, CA, CTXS, CVLT, FFIV, LOGM, MCRO, NEWR, NOW, NTCT, NTNX, PRGS, PSTG, RHT, SOW, SPLK, TEAM, VMW. Platform: GOOGL, IBM, MSFT, ORCL, RHT, SAP. SaaS / On Demand: AMBR, APTI, AZPN, BCOV, BLKB, BNFT, BOX, BV, CALD, CARB, COUP, COVS, CRM, CSLT, CSOD, ECOM, FIVN, HUBS, INST, JCOM, JIVE, LOGM, LPSN, MIME, MRIN, NEWR, NOW, PAYC, PCTY, PCYG, QLYS, RNG, RP, SHOP, SPSC, TNGO, TWOU, ULTI, VEEV, WDAY, WK, ZEN. Security: ABT, CHKP, CUDA, CYBR, FEYE, FSC1V, FTNT, GUID, IMPV, IPAS, MIME, MOBL, PANW, PFPT, QLYS, RPD, SCWX, SPLK, SYMC, Trend Micro, VDSI, ZIXI. Vertical: APPF, ATHN, BLKB, CERN, CLGX, CSLT, CSU, ELLI, EXA, GWRE, HSTM, INOV, INST, MDRX, MDSO, RP, SSNC, SSNI, VEEV, WBMD.

6

PUBLIC COMPANY VALUATIONS Software Trading Statistics

Notes: Source: Capital IQ and Wall Street Estimates. Multiples <0 and >100 considered NM. Negative margins considered NM. Market Data as of 01/20/2017.

$MM, Except Per Share Data

Stock Trading Statistics Operating Metrics

Price Equity Net Aggregate AV / Revenue AV / EBITDA Price / EPS CY Rev. Growth EBITDA Margin

1/20/2017 Value Debt Value CY 16E CY 17E CY 16E CY 17E CY 16E CY 17E 16E/15A 17E/16E CY 16E CY 17E

Platform

Alphabet Inc. $828.17 $570,808 ($79,118) $491,690 5.5x 4.8x 13.6x 11.6x 23.8x 20.2x 19.1% 15.8% 40.4% 41.0%

Microsoft Corporation $62.74 487,825 (60,857) 426,968 4.6 4.4 12.2 11.5 22.0 20.5 4.8% 4.3% 37.9% 38.4%

Oracle Corporation $39.87 163,561 (3,879) 159,682 4.3 4.2 10.9 9.4 19.0 15.1 (0.6%) 2.7% 39.2% 44.4%

International Business Machines Corporation $170.55 162,168 33,641 195,809 2.5 2.5 11.2 10.0 13.8 12.4 (2.2%) (1.5%) 21.9% 24.9%

SAP SE $89.37 107,078 2,962 110,040 4.7 4.4 13.5 12.5 22.3 19.6 2.8% 8.3% 35.2% 35.0%

Red Hat, Inc. $74.20 13,229 (555) 12,674 5.4 4.8 31.8 18.3 56.7 29.6 17.9% 12.8% 17.1% 26.4%

Mean 4.5x 4.2x 15.5x 12.2x 26.3x 19.6x 7.0% 7.1% 32.0% 35.0%

Median 4.7 4.4 12.8 11.6 22.2 19.9 3.8% 6.3% 36.5% 36.7%

Infrastructure

VMware, Inc. $82.64 $34,140 ($6,754) $27,386 3.9x 3.7x 10.4x 10.0x 18.9x 17.6x 6.1% 5.5% 37.4% 36.7%

Citrix Systems, Inc. $92.99 14,503 (324) 14,179 4.2 4.2 11.9 11.7 17.9 17.4 4.1% (1.1%) 34.8% 35.9%

ServiceNow, Inc. $83.40 13,845 (308) 13,538 9.8 7.5 51.9 34.9 NM 79.7 37.7% 30.0% 18.8% 21.5%

CA, Inc. $32.57 13,609 (496) 13,113 3.3 3.2 8.1 8.3 12.9 12.9 (0.1%) 0.3% 40.0% 39.1%

Red Hat, Inc. $74.20 13,229 (555) 12,674 5.4 4.8 31.8 18.3 56.7 29.6 17.9% 12.8% 17.1% 26.4%

F5 Networks, Inc. $142.10 9,282 (882) 8,400 4.2 3.8 10.6 9.9 18.8 16.7 3.9% 8.2% 39.4% 38.6%

Splunk Inc. $53.78 7,296 (939) 6,356 6.8 5.4 78.6 50.4 NM NM 39.4% 27.0% 8.7% 10.7%

Atlassian Corporation Plc $28.03 6,172 (795) 5,376 10.1 7.7 NM 37.6 NM 79.1 37.2% 31.7% NM 20.4%

Micro Focus International plc $26.14 5,996 1,613 7,609 5.6 4.5 12.0 10.1 15.6 14.6 9.2% 24.4% 47.0% 44.6%

Nutanix, Inc. $28.35 4,033 (347) 3,686 NA 4.2 NA NM NM NM NA NA NA NM

NetScout Systems, Inc. $30.85 2,825 5 2,830 2.5 2.3 9.6 7.2 18.5 14.5 45.4% 8.6% 25.8% 31.5%

LogMeIn, Inc. $107.45 2,751 (180) 2,571 7.7 6.7 29.1 24.9 53.9 41.8 23.5% 15.2% 26.3% 26.7%

Software Aktiengesellschaft $34.17 2,605 (105) 2,500 2.7 2.6 8.6 8.3 13.5 12.8 (2.6%) 3.7% 31.5% 31.6%

Commvault Systems, Inc. $55.25 2,502 (440) 2,063 3.2 3.1 23.0 21.3 51.3 50.7 8.3% 6.1% 14.1% 14.4%

Pure Storage, Inc. $12.02 2,403 (518) 1,884 2.6 1.9 NM NM NM NM 65.1% 39.1% NM NM

New Relic, Inc. $32.65 1,702 (197) 1,504 6.2 4.9 NM NM NM NM 48.5% 28.3% NM 0.9%

Progress Software Corporation $28.18 1,369 (115) 1,255 3.1 3.2 11.4 9.1 NM 17.2 7.4% (3.7%) 27.0% 35.4%

A10 Networks, Inc. $8.00 538 (117) 421 1.9 1.6 NM 25.0 NM 89.3 14.1% 13.2% 1.8% 6.6%

Mean 4.9x 4.2x 22.8x 19.1x 27.8x 35.3x 21.5% 14.7% 26.4% 26.3%

Median 4.2 4.0 11.9 11.7 18.7 17.5 14.1% 12.8% 26.7% 29.1%

7

PUBLIC COMPANY VALUATIONS Software Trading Statistics

Notes: Source: Capital IQ and Wall Street Estimates. Multiples <0 and >100 considered NM. Negative margins considered NM. Market Data as of 01/20/2017.

$MM, Except Per Share Data

Stock Trading Statistics Operating Metrics

Price Equity Net Aggregate AV / Revenue AV / EBITDA Price / EPS CY Rev. Growth EBITDA Margin

1/20/2017 Value Debt Value CY 16E CY 17E CY 16E CY 17E CY 16E CY 17E 16E/15A 17E/16E CY 16E CY 17E

Security Software

Check Point Software Technologies Ltd. $97.79 $17,104 ($1,373) $15,731 9.0x 8.4x 18.2x 15.6x 23.4x 18.9x 6.8% 7.4% 49.7% 53.9%

Symantec Corporation $26.65 16,614 1,557 18,171 4.8 4.0 12.2 8.7 24.4 17.4 (38.3%) 18.6% 39.1% 46.0%

Palo Alto Networks, Inc. $142.11 13,030 (884) 12,146 7.7 5.9 36.4 23.5 67.9 44.1 36.9% 30.3% 21.2% 25.1%

Splunk Inc. $53.78 7,296 (939) 6,356 6.8 5.4 78.6 50.4 NM NM 39.4% 27.0% 8.7% 10.7%

Fortinet, Inc. $32.32 5,593 (1,030) 4,562 3.6 3.1 21.2 16.9 50.5 40.0 24.5% 16.8% 17.2% 18.4%

Trend Micro Incorporated $36.65 5,026 (1,255) 3,771 3.3 3.1 10.5 9.5 30.5 25.6 9.4% 8.6% 31.9% 32.2%

Proofpoint, Inc. $80.61 3,425 (51) 3,374 9.0 7.0 94.1 68.4 NM NM 40.7% 29.8% 9.6% 10.2%

FireEye, Inc. $13.04 2,231 (193) 2,038 2.8 2.6 NM 67.9 NM NM 15.6% 10.2% NM 3.8%

CyberArk Software Ltd. $51.35 1,724 (252) 1,471 6.8 5.6 24.6 21.0 43.5 38.2 33.9% 22.4% 27.7% 26.6%

Imperva, Inc. $40.60 1,333 (259) 1,074 4.2 3.5 NM 92.4 NM NM 9.4% 19.0% NM 3.8%

Barracuda Networks, Inc. $23.32 1,231 (190) 1,041 3.0 2.8 29.9 14.0 NM 31.7 12.5% 6.5% 10.0% 20.1%

Qualys, Inc. $34.00 1,214 (210) 1,004 5.1 4.3 15.4 13.2 42.2 37.3 20.7% 17.8% 32.8% 32.6%

Mimecast Limited $21.42 1,174 (107) 1,068 6.4 5.1 NM 60.9 NM NM 23.8% 23.7% 5.0% 8.4%

SecureWorks Corp. $10.85 875 (111) 764 1.8 1.6 NM NM NM NM 26.0% 14.8% NM NM

VASCO Data Security International, Inc. $14.95 594 (142) 453 2.4 2.2 18.7 16.5 31.1 22.7 (20.9%) 9.7% 12.7% 13.1%

F-Secure Oyj $3.63 567 (97) 470 2.8 2.6 18.9 14.4 36.1 30.7 3.3% 8.5% 15.0% 18.1%

Rapid7, Inc. $12.79 543 (88) 456 2.9 2.4 NM NM NM NM 40.6% 23.2% NM NM

MobileIron, Inc. $4.30 378 (80) 298 1.8 1.6 NM NM NM NM 9.6% 11.2% NM NM

Zix Corporation $4.91 263 (25) 238 4.0 3.6 14.6 13.7 19.6 17.5 9.9% 9.4% 27.1% 26.5%

Guidance Software, Inc. $7.10 229 (7) 222 2.0 1.9 NM 19.0 NM 23.1 2.6% 4.7% 0.9% 10.1%

Absolute Software Corporation $5.12 200 (32) 168 1.9 1.7 20.6 18.7 NM NM (3.8%) 9.7% 9.2% 9.2%

iPass Inc. $1.58 105 (17) 88 1.4 1.2 NM 19.0 NA NA 1.3% 14.0% NM 6.4%

Mean 4.3x 3.6x 29.6x 29.7x 36.9x 28.9x 13.8% 15.6% 19.9% 19.7%

Median 3.5 3.1 19.7 18.7 33.6 28.2 11.2% 14.4% 16.1% 18.1%

8

PUBLIC COMPANY VALUATIONS Software Trading Statistics

Notes: Source: Capital IQ and Wall Street Estimates. Multiples <0 and >100 considered NM. Negative margins considered NM. Market Data as of 01/20/2017.

$MM, Except Per Share Data

Stock Trading Statistics Operating Metrics

Price Equity Net Aggregate AV / Revenue AV / EBITDA Price / EPS CY Rev. Growth EBITDA Margin

1/20/2017 Value Debt Value CY 16E CY 17E CY 16E CY 17E CY 16E CY 17E 16E/15A 17E/16E CY 16E CY 17E

SaaS / On Demand

salesforce.com, inc. $76.03 $51,632 $1,315 $52,946 6.3x 5.2x 30.9x 25.0x 77.6x 59.1x 25.6% 21.4% 20.5% 20.9%

Workday, Inc. $81.78 16,438 (1,386) 15,052 9.6 7.6 NM 68.5 NM NM 34.5% 27.5% 8.7% 11.0%

ServiceNow, Inc. $83.40 13,845 (308) 13,538 9.8 7.5 51.9 34.9 NM 79.7 37.7% 30.0% 18.8% 21.5%

Veeva Systems Inc. $42.94 5,890 (511) 5,379 10.0 8.3 32.1 26.6 63.0 54.0 31.9% 20.7% 31.0% 31.1%

The Ultimate Software Group, Inc. $194.63 5,644 (100) 5,544 7.1 5.7 29.7 23.4 60.0 48.6 26.3% 24.0% 23.9% 24.4%

Shopify Inc. $50.09 4,507 (400) 4,107 10.8 7.3 NM NM NM NM 85.5% 47.9% 0.0% 2.4%

Aspen Technology, Inc. $55.53 4,289 (52) 4,237 9.0 8.7 17.9 18.2 29.5 29.5 1.3% 3.1% 50.1% 47.9%

j2 Global, Inc. $86.35 4,150 274 4,424 5.1 4.0 11.3 9.3 17.5 14.3 19.2% 28.7% 45.4% 43.2%

Blackbaud, Inc. $66.72 3,101 359 3,461 4.7 4.4 19.8 18.2 35.2 30.5 14.6% 8.8% 24.0% 23.9%

Paycom Software, Inc. $49.19 2,957 (44) 2,912 8.9 6.9 32.7 25.2 60.0 47.2 45.9% 28.7% 27.2% 27.4%

LogMeIn, Inc. $107.45 2,751 (180) 2,571 7.7 6.7 29.1 24.9 53.9 41.8 23.5% 15.2% 26.3% 26.7%

RealPage, Inc. $28.90 2,326 54 2,379 4.2 3.7 19.0 16.0 38.9 32.0 21.3% 14.4% 22.0% 22.9%

Cornerstone OnDemand, Inc. $40.95 2,301 (1) 2,300 5.4 4.7 68.2 47.0 NM NM 24.7% 15.4% 8.0% 10.0%

Zendesk, Inc. $24.07 2,295 (211) 2,083 6.7 5.1 NM NM NM NM 48.8% 32.3% 1.6% 3.5%

Box, Inc. $16.97 2,148 (102) 2,046 5.1 4.1 NM NM NM NM 31.3% 26.0% NM NM

HubSpot, Inc. $50.25 1,789 (113) 1,676 6.2 4.8 NM NM NM NM 47.7% 30.3% NM 0.4%

Paylocity Holding Corporation $33.80 1,735 (78) 1,657 6.3 5.0 52.5 38.6 NM 77.7 39.8% 26.0% 12.0% 13.0%

New Relic, Inc. $32.65 1,702 (197) 1,504 6.2 4.9 NM NM NM NM 48.5% 28.3% NM 0.9%

RingCentral, Inc. $22.85 1,681 (136) 1,545 4.1 3.3 71.7 49.1 NM NM 27.2% 24.4% 5.7% 6.7%

2U, Inc. $33.89 1,595 (157) 1,438 7.0 5.4 NM NM NM NM 36.4% 30.8% 2.0% 3.1%

Coupa Software Incorporated $25.11 1,255 (221) 1,034 7.9 6.3 NM NM NM NM 57.2% 25.1% NM NM

Qualys, Inc. $34.00 1,214 (210) 1,004 5.1 4.3 15.4 13.2 42.2 37.3 20.7% 17.8% 32.8% 32.6%

SPS Commerce, Inc. $70.70 1,205 (125) 1,079 5.6 4.7 41.0 33.6 71.8 59.8 21.8% 17.8% 13.6% 14.1%

Mimecast Limited $21.42 1,174 (107) 1,068 6.4 5.1 NM 60.9 NM NM 23.8% 23.7% 5.0% 8.4%

Callidus Software Inc. $17.90 1,136 (186) 950 4.6 3.9 41.1 28.5 66.6 51.4 18.6% 18.4% 11.3% 13.7%

9

PUBLIC COMPANY VALUATIONS Software Trading Statistics

Notes: Source: Capital IQ and Wall Street Estimates. Multiples <0 and >100 considered NM. Negative margins considered NM. Market Data as of 01/20/2017.

$MM, Except Per Share Data

Stock Trading Statistics Operating Metrics

Price Equity Net Aggregate AV / Revenue AV / EBITDA Price / EPS CY Rev. Growth EBITDA Margin

1/20/2017 Value Debt Value CY 16E CY 17E CY 16E CY 17E CY 16E CY 17E 16E/15A 17E/16E CY 16E CY 17E

SaaS / On Demand (cont'd)

Benefitfocus, Inc. $31.70 $943 $15 $958 4.1 3.4 NM 86.2 NM NM 26.2% 19.2% NM 4.0%

Five9, Inc. $16.39 868 (13) 855 5.4 4.6 NM NM NM NM 24.0% 16.2% 4.5% 4.5%

Apptio, Inc. $16.45 630 (122) 508 3.2 2.7 NM NM NM NM 22.5% 19.4% NM NM

Instructure, Inc. $22.25 628 (83) 545 5.0 3.6 NM NM NM NM 50.4% 36.6% NM NM

Workiva Inc. $13.30 548 (32) 516 2.9 2.5 NM NM NM NM 22.3% 17.6% NM NM

Carbonite, Inc. $16.60 452 (49) 403 2.0 1.9 10.0 8.5 28.6 24.6 49.1% 6.8% 19.7% 21.8%

LivePerson, Inc. $7.80 452 (51) 401 1.8 1.8 21.2 17.6 NM 91.0 (6.8%) 2.8% 8.5% 9.9%

Castlight Health, Inc. $3.65 381 (116) 264 2.6 2.1 NM NM NM NM 34.4% 24.4% NM NM

Bazaarvoice, Inc. $4.45 369 (49) 319 1.6 1.5 24.5 18.1 NA NM 2.4% 4.4% 6.5% 8.4%

ChannelAdvisor Corporation $14.25 367 (63) 304 2.7 2.4 58.9 46.2 NM NM 12.7% 14.1% 4.6% 5.1%

Jive Software, Inc. $4.05 316 (100) 217 1.1 1.1 12.8 10.7 62.3 36.8 3.3% 0.8% 8.4% 9.9%

Tangoe, Inc. $7.27 287 (32) 255 1.1 1.1 10.9 NA 20.2 19.6 NA (0.0%) 10.0% NA

Park City Group, Inc. $13.65 264 (8) 256 NA NA NA NA NA NA NA NA NA NA

Brightcove Inc. $7.80 264 (34) 229 1.5 1.4 31.0 21.6 NM 65.9 11.7% 9.5% 4.9% 6.5%

Amber Road, Inc. $9.01 242 6 248 3.4 3.0 NM NM NM NM 8.3% 14.2% NM NM

Marin Software Incorporated $2.35 91 (33) 57 0.6 0.6 NM 21.5 NM NM (8.8%) (3.5%) 0.3% 2.8%

Covisint Corporation $2.10 86 (35) 51 NA NA NA NA NA NA NA NA NA NA

Mean 5.2x 4.3x 31.9x 30.4x 48.5x 47.4x 27.3% 19.2% 15.2% 15.1%

Median 5.1 4.3 29.7 25.0 53.9 47.2 24.7% 19.3% 10.6% 10.5%

10

PUBLIC COMPANY VALUATIONS Software Trading Statistics

Notes: Source: Capital IQ and Wall Street Estimates. Multiples <0 and >100 considered NM. Negative margins considered NM. Market Data as of 01/20/2017.

$MM, Except Per Share Data

Stock Trading Statistics Operating Metrics

Price Equity Net Aggregate AV / Revenue AV / EBITDA Price / EPS CY Rev. Growth EBITDA Margin

1/20/2017 Value Debt Value CY 16E CY 17E CY 16E CY 17E CY 16E CY 17E 16E/15A 17E/16E CY 16E CY 17E

Business Intelligence & Analytics

Splunk Inc. $53.78 $7,296 ($939) $6,356 6.8x 5.4x 78.6x 50.4x NM NM 39.4% 27.0% 8.7% 10.7%

Fair Isaac Corporation $123.12 3,808 495 4,303 4.8 4.6 20.6 20.3 25.4 24.0 5.2% 4.9% 23.3% 22.6%

Teradata Corporation $28.47 3,698 (413) 3,285 1.4 1.5 5.4 7.4 11.5 16.5 (10.2%) (6.2%) 26.6% 20.9%

Tableau Software, Inc. $44.90 3,417 (865) 2,552 3.2 2.9 39.2 39.7 NM NM 23.4% 7.3% 8.1% 7.4%

Verint Systems Inc. $37.30 2,338 442 2,780 2.6 2.5 12.1 10.2 15.0 13.1 (5.6%) 6.1% 21.6% 24.0%

MicroStrategy Incorporated $201.55 2,304 (579) 1,725 3.4 3.3 12.5 10.5 24.5 23.8 (3.2%) 2.5% 26.8% 31.4%

Hortonworks, Inc. $9.00 547 (84) 463 2.6 2.0 NM NM NM NM 48.0% 30.0% NM NM

Gridsum Holding Inc. $11.75 338 (74) 263 4.7 3.0 NM 42.5 NM NM 55.4% 58.2% NM 7.0%

Attunity Ltd. $6.06 102 (9) 93 1.7 1.5 NM 10.6 NM 45.5 10.6% 13.3% 1.1% 14.5%

Datawatch Corporation $5.70 68 (28) 40 1.3 1.2 NM NA NM NM 3.3% 10.5% NM NA

Mean 3.2x 2.8x 28.1x 23.9x 19.1x 24.6x 16.6% 15.4% 16.6% 17.3%

Median 2.9 2.7 16.6 15.4 19.8 23.8 7.9% 8.9% 21.6% 17.7%

Vertical

Cerner Corporation $51.87 $17,610 ($120) $17,490 3.6x 3.3x 11.1x 9.9x 22.5x 20.2x 10.2% 9.2% 32.7% 33.8%

Constellation Software Inc. $447.18 9,476 41 9,518 4.5 4.0 17.5 15.5 23.9 20.4 15.8% 12.8% 25.5% 25.6%

SS&C Technologies Holdings, Inc. $31.29 6,346 2,388 8,735 5.8 5.3 14.4 12.6 19.3 16.4 51.8% 9.4% 39.9% 41.8%

Veeva Systems Inc. $42.94 5,890 (511) 5,379 10.0 8.3 32.1 26.6 63.0 54.0 31.9% 20.7% 31.0% 31.1%

athenahealth, Inc. $121.83 4,807 161 4,968 4.5 3.8 20.5 16.0 67.7 50.0 18.8% 18.9% 22.1% 23.7%

Guidewire Software, Inc. $52.96 3,893 (530) 3,363 7.6 6.4 43.1 31.6 76.5 64.3 12.0% 18.2% 17.6% 20.3%

Blackbaud, Inc. $66.72 3,101 359 3,461 4.7 4.4 19.8 18.2 35.2 30.5 14.6% 8.8% 24.0% 23.9%

CoreLogic, Inc. $35.58 3,073 1,523 4,596 2.4 2.4 9.3 9.2 15.1 14.4 26.6% (1.5%) 25.6% 26.3%

Medidata Solutions, Inc. $50.03 2,882 (70) 2,811 6.1 5.1 26.4 22.1 49.0 40.8 18.0% 19.3% 23.0% 23.0%

Ellie Mae, Inc. $83.84 2,814 (387) 2,427 6.9 5.6 21.6 17.3 38.9 37.3 39.3% 21.9% 31.8% 32.5%

RealPage, Inc. $28.90 2,326 54 2,379 4.2 3.7 19.0 16.0 38.9 32.0 21.3% 14.4% 22.0% 22.9%

Allscripts Healthcare Solutions, Inc. $11.42 2,114 1,156 3,270 2.1 1.9 11.2 9.3 20.1 17.5 12.5% 8.8% 18.7% 20.7%

WebMD Health Corp. $50.79 1,864 6 1,870 2.7 2.5 8.1 7.5 26.7 25.1 10.7% 5.5% 32.6% 33.3%

Inovalon Holdings, Inc. $11.25 1,654 (443) 1,211 2.8 2.7 12.2 11.3 35.5 34.2 (2.4%) 6.6% 23.2% 23.6%

AppFolio, Inc. $22.70 765 (18) 747 7.1 5.5 NM NM NM NM 39.8% 30.1% 2.8% 4.9%

HealthStream, Inc. $22.75 722 (101) 622 2.7 2.5 20.4 16.8 NM 89.2 9.0% 11.2% 13.4% 14.6%

Silver Spring Networks, Inc. $13.02 676 (113) 562 1.9 1.7 30.7 21.6 71.5 47.3 (39.6%) 11.9% 6.2% 7.9%

Instructure, Inc. $22.25 628 (83) 545 5.0 3.6 NM NM NM NM 50.4% 36.6% NM NM

Castlight Health, Inc. $3.65 381 (116) 264 2.6 2.1 NM NM NM NM 34.4% 24.4% NM NM

Exa Corporation $15.92 236 (22) 215 2.9 2.6 36.8 23.9 NM NM 12.0% 12.0% 8.0% 10.9%

Mean 4.5x 3.9x 20.8x 16.8x 40.3x 37.1x 19.4% 15.0% 22.2% 23.4%

Median 4.3 3.6 19.8 16.0 35.5 33.1 16.9% 12.4% 23.1% 23.7%

11

Notes:

Sources: Capital IQ as of 01/20/2017. Consensus Estimates used for CY17E figures.

For Tangoe, CY16E FCF Margin % used since no CIQ Consensus Estimate available for CY17E FCF Margin %.

When analyzing the same data set, R value of 2017E Revenue Multiple and 2017E Revenue Growth % is 0.57.

When analyzing the same data set, R value of 2017E Revenue Multiple and 2017E FCF Margin % is 0.48.

Estimates for COVS and PCYG are not available.

PUBLIC SAAS COMPANIES – VALUATION CORRELATION TO GROWTH AND CASH FLOW En

terp

rise

Val

ue

/ C

Y 2

01

7E

Re

ven

ue

CY 2017E Revenue Growth % + CY 2017E FCF Margin %

AZPN

BV

BLKB BOX

CALD

CARB CSLT ECOM

CSOD FIVN HUBS

INST

LPSN

LOGM

MRIN

MIME NEWR

PAYC

PCTY

QLYS

RP RNG

CRM

NOW SHOP

SPSC

TNGO

ULTI

VEEV

WDAY

WK

ZEN

TWOU

BNFT

AMBR

JIVE

JCOM

BCOV

COUP

APTI

SPLK

(1.0x)

1.0x

3.0x

5.0x

7.0x

9.0x

11.0x

(10.0%) 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0%

R = 0.81

12

Notes:

Sources: Capital IQ as of 01/20/2017. Consensus Estimates used for CY16E Revenue figures and GAAP figures used for Sales and Marketing Expense.

For Tangoe, CIQ Consensus Estimate used for CY15 Revenue since no actual Revenue figure was reported for that period.

SaaS companies with Annual Change in Revenue (CY16E) / LTM Sales and Marketing Expense less than or equal to 0.0 placed at 0.0 x-axis position and excluded from R calculation (AZPN, LPSN, MRIN). The Annual Change in

Revenue (CY16E) / LTM Sales and Marketing Expense for these companies are provided in parenthesis.

Estimates for COVS and PCYG are not available.

PUBLIC SAAS COMPANIES – VALUATION CORRELATION TO S&M EFFECTIVENESS En

terp

rise

Val

ue

/ C

Y 2

01

6E

Rev

en

ue

Annual Change in Revenue (CY16E) / LTM Sales and Marketing Expense

CRM

NOW

ULTI

SHOP

BLKB

PAYC

ZEN

CSOD

LOGM

PCTY

RP

HUBS

BOX

RNG

TWOU

QLYS SPSC

BNFT CALD

MIME

FIVN

WK

INST

CSLT

BV CARB

JIVE TNGO

ECOM

VEEV

WDAY

NEWR

AMBR

AZPN (-0.1x)

LPSN (-0.2x)

MRIN (-0.3x)

JCOM

BCOV

COUP

APTI

SPLK

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

R = 0.63

13

RECENT ACQUISITIONS Select Software M&A Transactions

Notes: Source: Capital IQ and Wall Street Estimates. Reflects M&A activity through 01/20/2017. Transactions highlighted in yellow denote Private Equity Acquirers. (1) Aggregate Value represents the majority stake being acquired by KKR. The Blackstone Group will maintain a minority stake.

(2)

($MM)

Announced Aggregate AV / Revenue

Date Acquirer Target Target Sector Value (AV) LTM NTM Target Description

1/20/17 Hosted Services $84 NA NAProvides domain name registration and related services to corporate and consumer website owners. Related

services include web hosting and an auction service for website domain name resellers

1/19/17 Application Software $800 4.6x NAProvides project and portfolio management SaaS and related systems integration services for enterprises.

Software includes features for plan design, agile project portfolio management and cost analysis and control

1/17/17 Storage $650 6.5x NA

Provides backup and recovery storage systems and storage management software for businesses. Storage

systems feature virtual machine (VM) level management, in-line de-duplication and compression of data,

including backup copies of VMs that can be replicated to secondary datacenters

1/9/17 Information Management  $425 NA NA

Provides social collaboration online software for enterprise employees and consumers. Software allows

employees and consumers to create "boards" where members collaborate to complete tasks for a project,

with features that include messaging and notifications

1/4/17 Application Software $134 19.1x 7.0x

Provides health benefits management SaaS for businesses. Software provides features for financial

management, customized health benefit plans, and data and analytics reporting. Also provides mobile access

and systems integration services

12/23/16 Application Software $53 NA NAProvides cloud-based global import and export trade reference software and an online database of analysis

content, cargo details and related company profiles for businesses at www.datamyne.com

12/20/16 Application Software $67 NA NA Provides client reporting software and services for the investment and financial services sectors globally

12/20/16 Security $560 NA NAProvides digital rights management SaaS for businesses and content producers, as well as an online digital

music and video content recognition database for consumers and the entertainment sector

12/19/16 Application Software $160 3.9x NA

Provides insurance policy administration and management software as a service (SaaS) and on-premise for

property and casualty insurance companies. Features include claims management, billing and document

management. Also provides related services

12/19/16 Mobility $67 NA NADesigns and develops graphical user interfaces (GUI) for mobile phones and automotive displays, to

automotive and other embedded display manufacturers

12/13/16 Application Software $130 NA NA

The vendor management software and related assets of Beeline, which provides vendor management

systems (VMS) for businesses globally. Software provides spending management, procurement cycle

automation and quality control monitoring

12/12/16 Application Software  $60 NA NA

Provides on premise and cloud-based channel and contract management software for businesses in the life

sciences industry. Software provides features for revenue management, contract lifecycle management and

performance analytics reporting

12/9/16 Security $850 4.0x NA

The identity management business of 3M, which consists of 3M Cogent, a biometric identification system,

and 3M's document reader and secure materials systems and software. Assets are used by civil

identification, border control and law enforcement agencies

12/7/16 Application Software $850 NA NA

Sungard's public sector business, which provides ERP administration SaaS for government and public safety

entities and the K-12 business, which provides cloud-based administration and student management

software for K-12 educators

12/6/16Hosted Services / Managed

Security Services $1,800 2.6x NA

Provides network and wireless network IT security auditing, compliance and penetration testing services for

businesses and government agencies globally. Also operates as an information security VAR and provides

security systems integration services

( )

(Public Sector & K-12 Education Businesses)/

(Identity Management Business)

)(

( )

( )

( )

( )

( )

14

RECENT ACQUISITIONS Select Software M&A Transactions

($MM)

Announced Aggregate AV / Revenue

Date Acquirer Target Target Sector Value (AV) LTM NTM Target Description

12/6/16 Application Software $2,800 NA 5.2xProvides ERP, HR management, CRM and project management software, SaaS and systems integration

services, for government contractors, professional services firms and other project-based businesses globally

12/6/16 Information Management $854 2.9x 2.7xProvides team collaboration SaaS enabling businesses globally in the life science, financial, oil and gas,

technology and manufacturing industries to securely exchange documents and sync files

12/2/16 Application Software $65 6.5x NA Provides IoT predictive analytics, data mining and event processing software and SaaS for businesses

12/1/16 Infrastructure Management $636 5.1x NA

Provides IT process automation and job scheduling software for businesses globally. Applications manage file

transfers, virtual machine provisioning, application release management and error identification and

remediation

11/30/16 Information Management $112 2.2x NAProvides enterprise data quality SaaS for business. Software provides features for data analysis, profiling,

validation and cleansing for businesses operating in the retail, insurance, healthcare and financial industries

11/29/16 Application Software $190 3.8x NA Provides online advertising campaign management and ad-serving SaaS for businesses

11/20/16 Security $2,362 3.6x 3.3x Provides online identity theft and credit rating monitoring software for consumers and businesses in the US

11/15/16 Information Management $153 NA NAProvides Industrial Internet of Things (IIoT) data integration automation and analytics SaaS for businesses in

the energy, aviation and manufacturing sectors

11/14/16 Application Software $915 10.2x NA

Provides field service and contract management SaaS and mobile applications for service-oriented

businesses and enterprises. Software provides features for dispatch and scheduling, warranty, parts and

return management and field service metrics reporting

11/10/16 Application Software $270 NA NA

Provides asset and financial management SaaS to businesses and investors in the global aviation industry.

Software provides features for investment management, short term and long term bridge financing, contract

financing, customized portfolio securitization facilities, and transaction and assess risk monetization

11/8/16 Application Software $300 7.9x NA

Provides SAP-based project, plant and asset management ERP software for enterprises. Software provides

features for scheduling, project planning, workforce management and analytics reporting, accessible on

desktop systems and mobile devices

10/31/16 Information Management $632 NA 4.2x

Provides data management SaaS to the manufacturing and construction industry in the United States and

Canada. Software provides features for financial risk management, vendor management, commercial

construction project search engines, analytics and reporting, and product marketing to industry

professionals

10/27/16 Information Management $55 NA 3.7xProvides team collaboration messaging SaaS that enables physicians at hospitals to communicate with

patients via a managed messaging system

10/24/16 Security $58 NA 3.7x

Provides IP traffic classification and network intelligence software used in physical, SDN and NFV

architectures. Supplies software to vendors that embed real-time application visibility in their products for

cybersecurity, traffic optimization, service chaining and quality of service, and analytics

10/21/16 Information Management $410 NA NA

Provides electronic evidence and data recovery SaaS and services for law firms, government agencies and

corporate law departments. Software provides features for data collection, portfolio and project

management, forensic review and data replication and destruction

( )

( )

Notes: Source: Capital IQ and Wall Street Estimates. Reflects M&A activity through 01/20/2017. Transactions highlighted in yellow denote Private Equity Acquirers.

15

RECENT ACQUISITIONS Select Software M&A Transactions

($MM)

Announced Aggregate AV / Revenue

Date Acquirer Target Target Sector Value (AV) LTM NTM Target Description

10/20/16 Security $55 NA NA

Provides cloud application control (CAC) software for enterprises. Software enables detection and targeted

attack protection (TAP) for enterprises using SaaS applications on enterprise networks and on mobile devices

against malware attacks

10/4/16 Security $60 NA NA

Provides cloud-based third-party access control SaaS to IT businesses, enabling access to applications that

are hosted in data centers and to Microsoft SharePoint on enterprise networks. Software also provides data

path protection, identity access management and application security

10/4/16 Application Software $250 NA 1.9x Provides retail brand and e-commerce online shopping marketing and advertising SaaS for businesses

10/4/16 Application Software $680 13.1X NA

Provides real-time audience data management and targeting SaaS for marketers, Web publishers and ad

agencies. Software enables continuous customer and prospect data collection from digital interactions,

including website visits or ads served

9/29/16 Application Software $180 2.4x NA

Provides parking software, SaaS and systems that enables parking management, enforcement, permits,

collections, access and revenue control. Also provides related handheld input devices and software

development services

9/26/16 Application Software $153 NA NA

Provides email and digital subscription management SaaS that enables US government agencies to provide

citizens with information about such topics as local emergencies, events, council minutes and other matters

through email, wireless alerts, and RSS feeds

9/22/16 Data Centers & Facilities $185 NA NA

Provides facilities management SaaS for sustainable resource planning for multi-site corporations. Software

is used to measure and manage carbon emissions and waste and allocate energy resources throughout

multiple facilities

9/20/16 Infrastructure Management $60 12.0x NAProvides Apache JMeter open-source load testing SaaS, enabling mobile app performance testing and

monitoring for Web, mobile app, micro services and API developers and businesses

9/19/16 Application Software $135 NA NAThe technology assets of INVeSHARE Inc. which provides embeddable Web-based shareholder

communication SaaS to brokerage firms and shareholders

9/19/16 Enterprise Networking $1,254 3.5x 3.4xProvides DNS, DHCP, and IP address (DDI) management and network service delivery software and

management appliances for enterprises, government agencies and service providers worldwide

9/12/16 Information Management $1,620 2.7x NAEMC's Enterprise Content Division, which provides enterprise content management SaaS and on-premise

software, including the Documentum, InfoArchive, and LEAP product lines, for businesses and corporations

9/8/16 API Management SaaS $562 6.1x 5.0x

Provides API management SaaS for businesses globally. Software enables the integration, interfacing and

management of third-party applications and services for software developers creating branded mobile and

cloud applications

9/7/16 Security Software $6,078 NA NA

Provides network anti-malware and PC security software for consumers and enterprises worldwide. Software

includes features for anti-virus, anti-spyware, anti-spam, intrusion prevention, secure messaging, Web

filtering and vulnerability management

9/7/16 Security Software $8,730 2.8x NAHPE's software business division, which provides systems management, storage management, content

management, applications development, imaging and virtualization management software for enterprises

8/31/16 Application Software $1,402 3.4x 3.1xProvides VoIP, unified communications, PBX and call center management software and software-as-a-service

(SaaS) for businesses globally. Also provides managed communications and disaster recovery services

( )

( )

(Software Business Division)

(Technology Assets)

( )

(ECM Business)

( )

Notes: Source: Capital IQ and Wall Street Estimates. Reflects M&A activity through 01/20/2017. Transactions highlighted in yellow denote Private Equity Acquirers.

16

RECENT ACQUISITIONS Select Software M&A Transactions

($MM)

Announced Aggregate AV / Revenue

Date Acquirer Target Target Sector Value (AV) LTM NTM Target Description

8/18/16 Internet Software & Services $122 3.9x NAProvides online content management SaaS for Web publishers in the medical, scientific, technical and media

industries worldwide. Also provides online hosting of journalistic content

8/1/16 Application Software $80 5.3x NAProvides project and portfolio management (PPM), application portfolio management (APM) and predictive

portfolio analysis (PPA) SaaS for the healthcare, government, education and commercial sectors

8/1/16 Information Management $582 NA NA

Provides team collaboration and document management SaaS for businesses. The company’s solutions are

used in various platforms, such as iPad and iPhone, Macs, PCs, Windows, Apple watches, Android phones,

Android tablets, and on the Web

8/1/16 Systems Software $2,184 7.0x 5.8xProvides GPS-based vehicle tracking and mobile workforce management SaaS for service-based businesses

and the construction industry globally

7/28/16 Application Software $8,709 9.7x 7.7xProvides financial management and planning, ERP, e-commerce, CRM, SCM, and business intelligence (BI)

analytics software as a service (SaaS) for businesses globally

7/27/16 Information Management $1,009 1.9x 1.9x

Provides e-discovery and document review software for businesses, the legal sector and government

agencies globally. Also provides a searchable online database of Chapter 7, 11 and 13 bankruptcy court

filings and outsourced e-discovery and class-action lawsuit claims

7/26/16 Information Management $1,800 NA NAThe GoTo businesses of Citrix Systems provides Web conferencing and real-time team collaboration SaaS for

small- to medium-sized businesses

7/21/16 Application Software $215 NA 3.6xProvides customer engagement and customer analytics SaaS for businesses in the telecom, insurance,

finance, travel, hospitality and retail sectors

7/21/16 Application Software $130 14.4x NAProvides marketing automation, customer analytics, and sales management SaaS for retailers. Software

enables marketers to collect and deliver user generated content (UGC) from various mediums

7/18/16 Information Management $600 4.0x NAProvides web browsers for fixed and mobile computers and smartphones for businesses and consumers

globally

7/13/16 Security $497 3.8x 3.5xProvides single sign-on (SSO) and password management software, as well as appliance-based

authentication and employee access management systems, for hospitals and healthcare providers

7/7/16 Anti-virus & Security Software $1,463 3.4x 3.3x

Provides anti-virus, anti-malware, anti-spam, firewall, mobile device and endpoint security software for

consumers and businesses globally. AVG Technologies began trading on the NYSE under the ticker symbol

AVG in February 2012

7/5/16 Application Software $3,300 3.3x NA Provides ERP, CRM and SCM software and SaaS for businesses globally

6/30/16 Infrastructure Management $237 1.5x NAProvides financial and payment processing software and services for higher education institutions. Higher

One began trading on the NYSE under the ticker symbol ONE in June 2010

6/28/16 Application Software $125 NA NAProvides retail predictive analytics SaaS that uses big data to enable retailers and wholesalers to forecast

merchandise planning, assortment, category management, pricing and supply chain optimization

Goloden Brick SilkRoad Fund Management

Yonglian Investments Co.

Beijing Kunlun Tech Co.

Consumer Assets

/

)(

( )

( )

Notes: Source: Capital IQ and Wall Street Estimates. Reflects M&A activity through 01/20/2017. Transactions highlighted in yellow denote Private Equity Acquirers.

17

RECENT ACQUISITIONS Select Software M&A Transactions

($MM)

Announced Aggregate AV / Revenue

Date Acquirer Target Target Sector Value (AV) LTM NTM Target Description

6/28/16 Security $293 NA NA

Provides access control and anti-data leakage SaaS to enable businesses to secure cloud applications and

provide data loss prevention (DLP). The SaaS works on cloud services such as Amazon Web Services, Box,

Google Apps, Dropbox and Salesforce

6/20/16 Application Software $2,200 1.6x NA

Provides BI analytics and corporate performance management, database management, identity and access

management, network security management, endpoint integrity and identity and access management

software and SaaS for businesses

6/20/16 Information Management $315 NA 2.7x

The HP Exstream, HP Output Management, HP TeleForm and HP LiquidOffice software and service assets of

HP, which enable automated customer communication and multi-channel document management and

delivery for businesses

6/13/16 Internet Content & Commerce $26,188 8.1x 6.7x Provides a social networking website for professionals and businesses globally through www.linkedin.com

6/12/16 Security $4,650 7.8x NAProvides enterprise cybersecurity, Web traffic management and mobile device security systems and

software as a service (SaaS) for businesses globally

6/7/16 Application Software $175 3.5x NAProvides supply chain management (SCM) software, SaaS and related integration services to the chemical

and oil industries globally

6/2/16 Information Management $163 NA 2.2xProvides e-discovery, enterprise search and categorization SaaS and managed services for businesses

globally. Software also enables predictive and contract analysis, and enterprise knowledge management

6/2/16 Application Software $2,615 4.1x 3.6xProvides on-premise and cloud-based business intelligence (BI) analytics and reporting software for

businesses, government agencies and educational institutions globally

6/1/16 Application Software $2,913 11.5x 9.1x

Provides enterprise cloud-based e-commerce SaaS for Web merchants and multi-channel online retailers.

Software includes features for order management, multiple e-commerce site creation and maintenance and

mobile transaction processing

6/1/16 Infrastructure management $500 6.3x 5.0x

Provides Web-based IT service management (ITSM) SaaS for managed service providers and IT support

businesses globally. Software integrates features including remote monitoring, mail security, backup and

recovery and IT service desk

6/1/16 Security $600 NA NA

Provides enterprise Identity-as-a-Service (IDaaS), including identity and access management and

authentication SaaS. Software enables an organization's employees to use a single sign-on (SSO) to securely

access Internet applications and Web services

All Software

Median 4.0x 3.6x

Mean 5.6x 4.5x

PE

Median 3.5x 3.5x

Mean 2.9x 2.9x

( )

( )

( customer communication

management assets )

/

Notes: Source: Capital IQ and Wall Street Estimates. Reflects M&A activity through 01/20/2017. Transactions highlighted in yellow denote Private Equity Acquirers.

18

RECENT PRIVATE FINANCINGS

($MM)

Deal Date CompanyAmount

Raised Brief Description Investors

1/18/17 Salsify $30

Provider of a cloud-based product-content management software. The company develops an e-commerce product

management platform that allows businesses to more easily manage their online products and deliver product

content to digital shoppers.

Matrix Partners, North Bridge Venture Partners, Underscore.VC, Venrock

1/18/17 ProtectWise $50

Provider of enterprise network security. The company is developing a cloud-based platform focused on

cybersecurity. Its platform, currently operating as a subscription-based service, offers automated smart

retrospection, security visualization and on-demand deployment, among other features.

Arsenal Venture Partners, Crosslink Capital, Paladin Capital Group, Tola Capital, Top Tier

Capital Partners, Trinity Ventures

1/18/17 InsideSales.com $50

Provider of a sales automation and predictive analytics platform. The company provides a cloud based sales

acceleration platform built on a predictive and prescriptive self-learning engine for efficient handling of sales lead

management.

EPIC Ventures, Hummer Winblad Venture Partners, Ireland Strategic Investment Fund, Kleiner

Perkins Caufield & Byers, Microsoft, Polaris Partners, QuestMark Partners, SharesPost, US

Venture Partners, Zetta Venture Partners

1/18/17 Deputy $25

Developer of workforce technology designed for time tracking and staff management. The company's cloud-based

platform simplifies scheduling, timesheets, tasking and other employee communications, providing business

managers with the tools to track and manage employees.

OpenView Venture Partners

1/18/17 Collibra $50

Provider of data governance software for organizations. The company offers business semantics glossary, a web-

based collaborative business to information technology (IT) data governance platform with capabilities to manage

business definitions, relations and rules.

Battery Ventures, Dawn Capital, ICONIQ Capital, Index Ventures, Newion Investment

Management

1/17/17 Zoom Video Communications $100

Developer of enterprise video and web communications technology designed to unify online meetings, group

messaging and a software-defined video conference room platform. The company's video conferencing services

enable video, audio and screen-sharing experience across multiple web and mobile systems.

AME Cloud Ventures, Emergence Capital Partners, Qualcomm Ventures, Sequoia Capital

1/17/17 OPAQ Networks $21

Provider of a cloud-based management service designed to simplify, centralize and secure organizations networks.

The company's management platform integrates security in a way that reduces complexity and costs, tightens

security control and adapts to businesses and regulatory requirements.

Columbia Capital, Harmony Partners, Zero G Capital Management

1/17/17 letgo $175

Provider of a secondhand mobile-marketplace designed to buy and sell locally. The company's platform uses

artificial intelligence and image recognition capabilities enabling users to post items for sale in a few seconds by

simply taking a photo.

14W, Accel Partners, Eight Roads Ventures, FJ Labs, Insight Venture Partners, Mangrove

Capital Partners, Naspers, New Enterprise Associates

1/16/17Youxinpai (Beijing) Information

Technology Co.$500

Operator of a second-hand car online auction platform created to provide the most time-sensitive second-hand car

trading services. The company's online auction platform for second-hand automobiles enables car dealers, car

rental agencies, car rental companies, second-hand car operators and car owners to buy and sell used cars.

Hillhouse Capital Management, Huasheng Capital, Jeneration Capital, Kohlberg Kravis Roberts,

Tiger Global Management, TPG Capital, Vision Capital, Warburg Pincus

1/13/17 Xiaoshouyi $40Provider of a customer relationship management platform. The company provides online software platform that

allow companies to automate their sales force management.Matrix Partners China, Sequoia Capital, Tencent, ZhenFund

1/13/17 Perfect Sense Digital $22

Operator of a full-service technology company designed to drive innovations in web and mobile development for

corporations worldwide. The company's enterprise digital application development platform seamlessly integrates

with existing systems and data sources, while providing editorial tools to its users.

Carrick Capital Partners

1/13/17Cui Yutao Health Management

Center$20

Provider of mobile internet parenting health guidance, online interaction and offline services. The company offers

children's physical and mental health management platform which provides online health consultation, preventive

health services, keep baby feeding record and parenting guidance.

GGV Capital, Highlight Capital, Wu Capital

1/12/17 HouseCanary $33

Developer and operator of a real estate analytics platform. The company's platform aggregates millions of data

elements, including more than four decades of property data and a rapidly expanding arsenal of proprietary data

calculations and analytics, to accurately define and forecast values and market influences.

Alpha Edison, Bryant Stibel, ECA Ventures, Egon Durban, Hillspire, Nikesh Arora, Raven

Ventures

1/11/17 Transmit Security $40

Developer of a mobile security system for application developers. The company offers tools that allow mobile

application developers to implement more advanced authentication techniques such as eye, fingerprint or facial

recognition, via a user's mobile device.

Rakesh K. Loonkar, Mickey Boodaei

1/11/17 PayClip $24Provider of a mobile merchant payment system intended for an easy way to accept credit card transactions. The

company's mobile merchant payment system easily and securely accepts credit and debit card transactions.General Atlantic

Notes: Source: Pitchbook. Reflects deal activity through 01/20/2017. Transactions reflect recent Software Venture and Private Equity Growth / Expansion activity where the amount raised was greater than or equal to $20MM.

19

RECENT PRIVATE FINANCINGS

($MM)

Deal Date CompanyAmount

Raised Brief Description Investors

1/11/17 iZettle $127Developer of a mobile payment application for businesses and individuals. The company offers a card-reader that

plugs into mobile devices and registers to tools that enable users to accept card payments.

83North, American Express Ventures, Creandum, Dawn Capital, Greylock Partners, Index

Ventures, Intel Capital, MasterCard, MCI Capital, Northzone Ventures, Santander

InnoVentures, SEB Private Equity, Zouk Capital

1/11/17 Funding Circle $102Operator of a lending platform for small businesses. The company offers a peer-to-peer lending marketplace for

business loans, where people and organizations can directly lend to small businesses.

Accel Partners, Baillie Gifford, DST Global, Index Ventures, Ribbit Capital, Rocket Internet,

Sands Capital Ventures, Temasek Holdings, Union Square Ventures

1/11/17 Fino Paytech $59

Provider of banking technology platform designed to support banking related payment services. The company's

banking platform offers consultancy services and financial literacy enabling business correspondents to make and

receive payments through their banking channels.

Bharat Petroleum Corporation, ICICI Lombard General Insurance Company, ICICI Prudential

Life Insurance Company

1/11/17 FarmLogs $22

Developer of a digital farm management platform. The company's platform enables farmers to forecast and

measure farm profits, track expenses and manage risk. It also enables farmers to detect yield threats and access

field-specific data including rainfall tracking, soil composition maps and yield maps.

Drive Capital, Huron River Ventures, Hyde Park Angels, Naspers Ventures, Sam Altman, SV

Angel

1/11/17 EasyStack $50

Provider of OpenStack cloud computing for Asia Pacific based enterprise clients. The company provides cloud

operating system and open-source software platform for public cloud, private cloud, hosted cloud and hybrid cloud

platform.

CASH Capital

1/11/17 CompareEuropeGroup $21

Provider of a financial comparison platform. The company helps people across Europe with their decisions over

personal finance with free and independent online comparison tools for insurance, credit cards, personal loans and

other financial products.

ACE & Company, Mark Pincus, Nova Founders Capital, Pacific Century Group, Peter Thiel, SBI

Holdings

1/10/17 Panzura $32Provider of a software for enterprise cloud storage. The company provides Application Cloud Controller (ACC), an

enterprise-grade tool which helps to protect, manage, share and explore cloud-based files of enterprises.

Chevron Technology Ventures, Matrix Partners, Meritech Capital Partners, Opus Capital,

Western Digital Capital

1/10/17 Lalamove $30Provider of an on-demand delivery platform. The company provides a mobile application for home and business

users in Asia to connect with drivers to have them deliver goods, move or assist in other transportation needs.

Asia Plus Securities, Blackhole Capital, Crystal Stream Capital, MindWorks Ventures, Xiang He

Partners

1/9/17 Activehours $22

Provider of an online service that enables employees to access earned wages at their discretion. The company

provides a mobile application that allows employees to upload work hours, electronic time sheets, maintain a

record of work hours and get paid at their discretion.

Felicis Ventures, March Capital Partners, Matrix Partners, Ribbit Capital

1/6/17 Networked Insights $30

Provider of customer intelligence services for advertisers, marketers and public relations professionals. The

company analyzes the social web to help agencies and brand marketers to make strategic and tactical decisions. It

also provides audience sync, media sync and content sync services in the United States.

4490 Ventures, American Family Ventures, Cherng Family Trust Office, Goldman Sachs

Merchant Banking Division, Kegonsa Capital Partners, Sands Capital Ventures

1/6/17 Bitglass $45Developer of enterprise security software. The company provides a platform to secure corporate data that resides

on third-party servers and travels over third-party networks to employee-owned mobile devices.New Enterprise Associates, Norwest Venture Partners, SingTel Innov8, The Future Fund

1/5/17 Reputation.com $20Provider of reputation management services. The company offers an online platform with reputation management

services that enables individuals and businesses to control their privacy and reputation.

Ascension Ventures, August Capital, Bessemer Venture Partners, Focus Ventures, Icon

Ventures, Kleiner Perkins Caufield & Byers

1/5/17 PayNearMe $21Provider of a cash-based payments platform. The company operates a cash-based payments network that allows

consumers to pay rent, utility bills and loans, as well as buy tickets and other products online.NA

1/5/17 Payfone $24

Provider of identity-verification services for online transactions. The company offers businesses and their

customers with a patented mobile authentication technology software that protects against identity theft and

social engineering attacks.

American Express, Andrew Prozes, BlueCross BlueShield Venture Partners, Early Warning

Services, Maclab Development Group, Opus Capital, Relay Ventures, Rogers Venture Partners,

RRE Ventures, Strauss Zelnick (Strauss Zelnick), Transaction Network Services, Verizon

Ventures

1/5/17 Fugue $41Developer of a cloud operating system for digital enterprises. The company's software product offers security and

enables businesses to build, operate and maintain cloud infrastructure.Australia Future Fund, Maryland Venture Fund, New Enterprise Associates

Notes: Source: Pitchbook. Reflects deal activity through 01/20/2017. Transactions reflect recent Software Venture and Private Equity Growth / Expansion activity where the amount raised was greater than or equal to $20MM.

20

RECENT PRIVATE FINANCINGS

($MM)

Deal Date CompanyAmount

Raised Brief Description Investors

1/5/17 Diyi Chedai $52Operator of an online loan-financing platform for the automotive industry. The company offers Web-based car loan

financing to car buyers, dealers and car logistics service providers.360 Jinrong, Addor Capital, CreditEase, Matrix Partners China, Youjin Capital

1/5/17 CloudCraze $20

Provider of an enterprise based cross-channel e-commerce platform. The company delivers enterprise class cross

channel e-commerce platform that allows its clients to share data, processes across e-commerce platform

managed through Salesforce interface.

Insight Venture Partners, Salesforce Ventures

1/4/17 99 $100

Provider of an application to request and book taxis. The company develops a mobile application for customers to

book taxis online through their smartphones, using its geo-location feature, connecting drivers and passengers

across Brazil.

Didi Chuxing, Riverwood Capital

1/3/17 Chushou TV $58Operator of mobile video live streaming platform specialized in mobile games. The company is a social networking

platforms which was created to provide interaction sites and mobile games.Feidian Capital, GGV Capital, Qiming Venture Partners, Shunwei Capital

12/27/16 Tiger Brokers $29Owner and operator of an online brokerage firm. The company provides brokerage services for Chinese investors

wanting to invest in overseas securities, particularly stocks listed on the U.S. and Hong Kong exchanges.

China Renaissance, CITIC GoldStone Fund Management, Huagai Capital, K2 Ventures,

ZhenFund

12/26/16 Freee $29Provider of a mobile accounting software for small business owners. The company offers an automated online

accounting software designed to formulate financial reports.

Chibagin Capital, DCM Ventures, Japan Co-Invest Limited Partnership, Nissay Insurance

Agency, Nissho Electronics, Salesforce Ventures, SBI Investment, SPARX Group

12/22/16 Rappi $53

Provider of on-demand delivery services that connects consumers with local stores. The company designs and

develops an application where users can shop for food items and groceries online and can get them delivered to

their homes. It also offers delivery of food from restaurants for lunch and dinner.

Andreessen Horowitz, Burch Creative Capital, FJ Labs, FLOODGATE, Foundation Capital,

monashees+, ZX Ventures

12/22/16 Huochebang $115

Provider of an online truck logistics platform. The company provides an O2O (Online-to-Offline) truck freight

platform that provides integrated services to truckers and shippers in China. It also helps truck drivers find

commodities to transport and vacant parking lots, facilitates truck sales and used truck auctions in China.

All-Stars Investment, DCM Ventures, Genesis Capital, International Finance Corporation,

Tencent

12/20/16 Optoro $30

Provider of cloud-based tools for the management and sale of returned, damaged and excess retail inventory. The

company offers cloud-based, multi-channel selling technology, online remarketing expertise and full suite of

business intelligence tools for its clients to manage their reverse logistics and supply chain.

Generation Investment Management, Kleiner Perkins Caufield & Byers, Maryland Venture

Fund, RevolutionGrowth, SWaN & Legend Venture Partners, Tenfore Holdings, United Parcel

Service

12/20/16 Dynamic Yield $22

Developer of software systems for maximizing Web-traffic monetization. The company operates as a SaaS model

and helps businesses increase revenue by measuring the engagement of their audience with each page and

individual in-page components and providing optimization insights.

Baidu, Bessemer Venture Partners, ClalTech, Global Founders Capital, Innovation Endeavors

Management Company, Marker, Vertex Ventures

12/20/16 Changing Education $118Provider of online teaching platform. The company's platform connects private teachers with students to facilitate

after-school tutoring services in China.

Frees Fund, IDG Capital Partners, Sequoia Capital, Tal Education Group, Trustbridge Partners,

Xueersi

12/15/16 Zibby $103

Provider of a lease-to-own payment option for online shoppers. The company offers a platform that integrates with

e-retailer's storefront and checkout processes to provide a financing option for under-banked and non-prime

consumers to buy electronics, appliances, furniture and other durable goods.

Victory Park Capital

12/15/16 Personal Capital $75

Provider of online wealth management services. The company offers personal wealth management by combining

proprietary software tools and analysis along with personal advisors that enables clients to analyze cashflow,

monitor net wealth and review their portfolio.

IGM Financial

12/15/16 Databricks $60Developer of an analytical software for business organizations. The company engages in providing an open source

processing engine that enables enterprises to analyze, manage and extract value from big data sources.Andreessen Horowitz, In-Q-Tel, New Enterprise Associates, SineWave Ventures

12/14/16 Tripping $35Provider of a hospitality network for travelers, expats and locals. The company provides an online platform for

users to book vacation homes and short-term rentals.Adams Street Partners, Princeville Global

Notes: Source: Pitchbook. Reflects deal activity through 01/20/2017. Transactions reflect recent Software Venture and Private Equity Growth / Expansion activity where the amount raised was greater than or equal to $20MM.

21

RECENT PRIVATE FINANCINGS

($MM)

Deal Date CompanyAmount

Raised Brief Description Investors

12/14/16 StashInvest $25

Developer of a mobile investment application. The company develops a mobile application for millennials that helps

them to invest in securities based on their goals, interests and beliefs. It also provides financial guidance to the users

for managing their investments.

Breyer Capital, Entrée Capital, Goodwater Capital, Valar Ventures

12/14/16 One $20Developer of policy-issuance and management software. The company develops software which enables insurance

agencies to find and manage general insurance policies best suited to their users.AXA Strategic Ventures, H&Q Asia Pacific, MassMutual Ventures

12/14/16 Conversica $34

Provider of lead engagement software for marketing and sales organizations. The company provides an AI-driven

lead engagement software for marketing and sales organizations for companies to find and secure customers by

automatically contacting, engaging, qualifying and following up with leads via natural, two-way email conversations.

Green D Ventures, Kennet Partners, Providence Equity Partners, Recruit Holdings, Toba

Capital, Wellington Financial

12/14/16 BillFront $35

Developer of a platform for application developers to access revenue. The company offers an application based on

data-driven risk management methodology, which connects directly to media companies' invoicing systems and

automatically suggests eligible invoices for financing.

4finance Holding, FinLeap

12/13/16 Survios $30Developer of virtual-reality gaming applications. The company develops active VR games designed to immerse users

with images, sounds, tactile presence and dynamic spectating. Its flagship game is Raw Data for the HTC Vive.Metro-Goldwyn-Mayer Studios

12/12/16 Pendo $20

Provider of a SaaS based data analytics platform. The company provides software product managers and teams

with an integrated platform to improve the product experience, to extend their product to capture all user behavior,

gather feedback, and provide contextual help inside their applications.

Battery Ventures, Contour Venture Partners, Core Capital Partners, IDEA Fund Partners,

Salesforce Ventures, Spark Capital

12/12/16 Nasuni $25Provider of storage as a service for enterprises. The company offers cloud-based data storage services to store,

protect, share and access all enterprise files through a single platform.

Flybridge Capital Partners, North Bridge Venture Partners, Sigma Partners, Sigma Prime

Ventures

12/12/16 JetSmarter $105

Developer of a mobile application that connects travelers to private jets. The company's application helps in

connecting people to private jets at attractive fares, with worldwide itineraries, real-time availability and instant

bookings.

Jet Edge, KZ Capital, Saudi Royal Family, Shawn Carter

12/12/16 Dynamic Signal $25

Provider of a company communications platform. The company offers a software platform designed to give

employees a personalized experience based on their role, location, seniority and interests. The platform enables

them to follow the company brand across a variety o channels and stay up to speed on relevant industry news.

Akkadian Ventures, Focus Ventures, Microsoft Ventures, Rembrandt Venture Partners, Time

Warner Investments, Trinity Ventures, Venrock

12/9/16 Paytm $108

Provider of digital goods and mobile commerce platform. The company engages in m-commerce and e-commerce

by enabling telecom operators and enterprise merchants to offer m-commerce and e-commerce services like

mobile prepaid recharge, postpaid mobile bill payment, landline bill payment, movie ticketing, travel bookings,

flower delivery, DVD rental, shopping, utility bill payment to subscribers.

Alibaba Capital Partners, Ant Financial, MediaTek Ventures, SAIF Partners, Temasek Holdings,

The Goldman Sachs Group

12/5/16 Aryaka Networks $45Provider of cloud-based platform for network optimization. The company, through its network optimization

software, enables communication, data center consolidation, server storage centralization and disaster recovery.InterWest Partners

12/1/16 Tamr $25Provider of data integration platform. The company connects and enriches the vast reserves of underutilized

internal and external data, allowing enterprises to use all their data for analytics and decision making.

GE Ventures, GV, Hewlett Packard Pathfinder, MassMutual Ventures, New Enterprise

Associates, SineWave Ventures, Thomson Reuters, Work-Bench, Working Lab Capital

12/9/16 Houseparty $52Developer of live video streaming platform. The company has developed a live video platform that lets people

distribute, influence and interact with live video using their Twitter and Facebook accounts.Aleph, Comcast Ventures, Greylock Partners, Sequoia Capital

12/8/16 Tangible Play $24Developer of a digital learning platform and device. The company provides a suite of mixed-reality experiences

through reflective artificial intelligence technology for early childhood development, research and learning.

Accel Partners, Collaborative Fund, Houghton Mifflin Harcourt Publishing, K9 Ventures,

Mattel, Sesame Workshop, Upfront Ventures

12/8/16 Procore Technologies $50

Provider of an online tool for construction project management. The company provides construction management

software that allows the client to solicit bids based on the bidding documents and contracts prepared in the detailed

design phase of the project.

ICONIQ Capital

Notes: Source: Pitchbook. Reflects deal activity through 01/20/2017. Transactions reflect recent Software Venture and Private Equity Growth / Expansion activity where the amount raised was greater than or equal to $20MM.

22

RECENT PRIVATE FINANCINGS

($MM)

Deal Date CompanyAmount

Raised Brief Description Investors

12/7/16 SnapLogic $40Provider of a unified data and application integration platform. The company provides an elastic enterprise

integration platform that connects data, applications and devices for digital businesses.

Andreessen Horowitz, Capital One Growth Ventures, Ignition Venture Partners, NextEquity

Partners, Triangle Peak Partners, Vitruvian Partners

12/7/16 Podotree $107

Developer of educational based applications and content for tablets and smartphones. The company is a developer

of entertainment, educational and interactive mobile applications which provide multilingual education based

applications and content for tablets and smartphones.

GIC

12/7/16 KeyMe $25

Developer of an application for key duplication. The company has developed a mobile application that enables

customers to scan, save and share a digital copy of their key. Customers have the ability to use the application at

kiosks in major retailers or order and ship copies to their home.

Benefit Street Partners

12/7/16 Finicity $42Provider of a real-time financial data aggregation and insight platform. The company provides a cloud-based

financial platform to provide solutions for financial management, payments and credit decision-making.Experian

12/7/16 Face++ $100Provider of a facial recognition technology. The company provides an API and SDK, along with custom cloud

services, for companies that want to use its facial recognition technology.

CCB International Asset Management, Comet Labs, Foxconn Technology Group, Legend Star,

Qiming Venture Partners, Sinovation Ventures

12/6/16 PatientPing $32

Developer of a real time medical notification platform. The company is building a national community of engaged

providers who receive real-time clinical notifications whenever and wherever their patients receive care. It offers a

platform for doctors to upload their patient data and records so that they can be notified about their patients' visit

to other doctors in real time.

Andreessen Horowitz, Leerink Transformation Partners

12/6/16 High Fidelity $22

Provider of a virtual reality platform. The company specializes in developing a next-generation virtual world,

enabling rich avatar interactions with the help of sensor-equipped hardware, simulated and served by derives

including phones, tablets, laptops and desktops.

HTC

12/6/16 Exclaimer $25Provider of email utility software. The company's products include email signature software, next generation email

archiving, email auto response system, business grade anti-spam and email image analysis technology.Livingbridge

12/5/16 Accompany $20

Developer of an eponymous relationship intelligence platform. The company's platform helps professional curate

and manage their network by integrating each user's email, contacts, social and professional feeds and calendars to

provide real-time insights and surface-level content about one's network.

Charles River Ventures, Ignition Venture Partners

12/2/16 Zola $25Provider of a wedding registry and planning platform. The company provides an online wedding registry that allows

couples to choose products from a number of different brands and even set up a cash fund.Lightspeed Venture Partners

12/2/16 Lemonade $33Operator of a peer-to-peer insurance company. The company provides technology-driven insurance services,

utilizing machine learning and bots to provide clients with a range of insurance products.

Aleph, General Catalyst Partners, GV, Sequoia Capital Israel, Thrive Capital, Tusk Ventures, XL

Innovate

11/30/16 TraceLink $52Provider of cloud computing, social media and supply network process software. The company offers TraceLink

Network, which enables companies to connect, integrate and collaborate with their supply chain partners.FirstMark Capital, F-Prime Capital Partners, The Goldman Sachs Group, Volition Capital

11/30/16 SendGrid $33Provider of an email delivery platform for customer communication. The company offers a cloud-based customer

communication platform for various fields such as email deliverability, scalability and metrics.Bain Capital Ventures, Bessemer Venture Partners, Foundry Group, SoftTech VC

11/30/16 Opendoor $210

Operator of a technology-enabled residential real estate company. The company provides a platform enabling users

to sell and purchase their homes online. The company has developed a proprietary valuation tool enabling it to

make offers to home sellers within hours, provided the properties fall within a range of criteria.

Access Industries, Caffeinated Capital, Felicis Ventures, Fifth Wall Ventures Management,

GGV Capital, Khosla Ventures, Lakestar, NEA, Norwest Venture Partners, SVB Capital

11/30/16 Clue $20Developer of a mobile application for tracking female health. The company enables women users to track their

monthly cycle by entering data on various segments.Fabrice Grinda, Mosaic Ventures, Nokia Growth Partners, Union Square Ventures

Notes: Source: Pitchbook. Reflects deal activity through 01/20/2017. Transactions reflect recent Software Venture and Private Equity Growth / Expansion activity where the amount raised was greater than or equal to $20MM.

23

SOFTWARE CAPITAL MARKETS UPDATE Recent Software IPO Pricings

Notes:

Source: Capital IQ and Dealogic.

Market Data as of 01/20/2017.

(1) First Trading Day listed as Offer Date.

($ MM)

Offer Date (1) Market Cap @

IPO Date

Amount

Raised Original Filing Range Offer Price

% Change

Offer /

Midpoint Price

% Change

1st Trading Day /

Offer Price

% Change Current

/ Offer Price

28-Oct-16 $1,169 $146 13.00 - 15.00 $17.00 21.4% 40.5% 66.5%

6-Oct-16 $1,601 $133 14.00 - 16.00 $18.00 20.0% 84.9% 39.5%

30-Sep-16 $5,079 $238 11.00 - 13.00 $16.00 33.3% 131.3% 77.2%

23-Sep-16 $841 $96 13.00 - 15.00 $16.00 14.3% 40.9% 2.8%

22-Sep-16 $453 $87 10.50 - 12.50 $13.00 13.0% 21.2% (9.6%)

16-Sep-16 $411 $90 11.00 - 13.00 $12.00 0.0% 27.1% 54.8%

Name

24

IPO PIPELINE Software IPOs in Public Registration

Notes: Source: Pitchbook and SEC.gov. Offering amounts $10MM or greater. (1) LTM as of 10/31/2016. (2) On 01/24/2017 Cisco announced its intent to acquire AppDynamics for approximately $3.7Bn in cash and assumed equity awards. (3) LTM as of 9/30/2016. (4) Figures represent 9 months ended 9/30/2016. (5) On 12/06/2016, KKR announced that it would acquire a majority stake in Optiv Security.

($MM)

Primary Initial Initial Offering LTM

Issuer Industry Filing Date Amount Description Revenue EBITDA

Internet and

Software Services12/28/16 $100

Provides an integrated suite of software application and

IT infrastructure monitoring and analytics products$206 ($105)

Other IT Services

Communication

Software

11/22/16 $100 Provider of professional and managed services for

advanced IT solutions$2,761 $210

Systems and

Information

Management

11/18/16 $100 Provider of information security and compliance

management services to enterprise clients$644 $61

(3)

(4)(5)

(1)(2)

25

195

161

(5)

(4)

(6)(9) (6)

(7)

(8)

(9)

(7)

(11)

(8)(11)

(9)

(6)

(10)

(12)

6

11

717

1617

11

9

150

160

170

180

190

200

210 PE Acquisitions Strategic Acquisitions IPO

Strategic and Private Equity Exits Outweigh New Issues

A SHRINKING UNIVERSE OF PUBLICLY TRADED SOFTWARE COMPANIES

Notes: Sources: Capital IQ, company filings. Market Data as of 01/20/2017.

2008 2009 2010 2011 2015 2012 2013 2014 2016

Fortinet CDC Software

LogMeIn Medidata

SolarWinds Rosetta Stone SciQuest

RealPage IntraLinks Envestnet

Qlik BroadSoft

Higher One Convio

SPS Commerce SS&C

QuinStreet

Jive Imperva

Carbonite Tangoe

Responsys Cornerstone

Epocrates

Workday Fleetmatics

Qualys Eloqua E2open

ServiceNow Exa

Incadea Infloblox

Proofpoint Splunk

ExactTarget Demandware Bazaarvoice Greenway

AVG Guidewire

Mavenir Barracuda Wix.com Covisint

RingCentral FireEye Cvent

Gigamon Textura

ChannelAdvisor Marketo Tableau Halogen

Rally Marin

Model N

Workiva Hortonworks

New Relic HubSpot CyberArk

MobileIron Kinaxis

Zendesk Paycom

OPOWER Five9

2U Borderfree

Amber Road A10 Networks

Paylocity Varonis Systems

Atlassian Mimecast

Instructure Rapid7 Sophos

AppFolio Alarm.Com

Xactly Shopify Apigee

Box

Twilio SecureWorks

Talend Everbridge

Apptio Gridsum Holding

Nutanix Coupa

BlackLine, Inc.

2009 2010 2011 2012 2013 2014 2015 2016

PE 5 4 6 9 6 7 8 9

Strategic 7 11 8 11 9 6 10 12

IPO 6 11 7 17 16 17 11 9

26

VENTURE CAPITAL INDUSTRY TMT Transactions Since Q3 2001

Notes: (1) Number of TMT VC Investments per PriceWaterhouseCoopers / NVCA MoneyTree report. TMT inclusive of: Computers and Peripherals, Electronics / Instrumentation, IT Services, Media and Entertainment, Networking and

Equipment, Semiconductors, Software and Telecommunications.

(1)

0

200

400

600

800

1,000

$0

$2

$4

$6

$8

$10

$12

Q3 2001 Q3 2002 Q3 2003 Q3 2004 Q3 2005 Q3 2006 Q3 2007 Q3 2008 Q3 2009 Q3 2010 Q3 2011 Q3 2012 Q3 2013 Q3 2014 Q3 2015 Q3 2016

Nu

mb

er o

f In

vest

men

ts

$B

n

Quarter - Year

Number of Deals Investment Amount(1)

27

GCA OVERVIEW Deep Software Sector Expertise

Acquired by

We Advised the Seller

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

We Advised the Seller

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We Advised the Seller

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We Advised the Seller

Acquired by

Fairness Opinion to Buddy Media

Acquired by

We Advised the Seller

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We Advised the Seller

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We Advised the Seller

Acquired by

We Advised the Seller

Acquired by Acquired by

We Advised the Seller

Acquired by

We Advised the Seller We Advised the Seller

Acquired by

We Advised the Buyer

Acquisition of

We Advised the Seller

Acquired by

We Advised the Buyer

Acquisition of Strategic Advisory Services

Financial Advisor

We Advised the Seller

Acquired by Acquired by

Acquired by

We Advised the Seller

Acquisition of

We Advised the Buyer

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

We Advised the Seller

Preferred Stock

Financial Advisor

Acquisition of

We Advised the Buyer We Advised the Seller

Investment by

We Advised the Seller

Acquired by Preferred Stock

Financial Advisor

Acquired by

We Advised the Seller

Acquired by

We Advised the Seller

Financial Advisor

Preferred Stock

Notes: The above transactions represents a compilation of past and current deals that GCA entities have advised on. Generally, GCA Corporation advises Asian-based transactions, while GCA Advisors, LLC advises U.S.-based transactions and GCA Altium advises UK/European-based transactions. At times, multiple GCA entities may be retained to advise on the same transaction.

Convertible Note Offering

Financial Advisor

28

GCA OVERVIEW Software Team

New York

640 Fifth Avenue, 10th

Fl. New York, NY 10019

United States Phone: (212) 999-7090

Tokyo

11-1 Marunouchi 1-chome Chiyoda-ku, Tokyo 100-6230

Japan Phone: +81 (3) 6212-7100

San Francisco

One Maritime Plaza, 25th Fl. San Francisco, CA 94111

United States Phone: (415) 318-3600

*Adrian Reed is a Managing Director at GCA Altium Limited, a wholly-owned subsidiary of GCA Corporation. *Sascha Pfeiffer is a Managing Director at GCA Altium Limited, a wholly-owned subsidiary of GCA Corporation. *Raiko Stelten is a Director at GCA Altium Limited, a wholly-owned subsidiary of GCA Corporation. *Akikazu Ida is a Managing Director at GCA Corporation.

London

1 Southampton St. London WC2R0LR United Kingdom

Phone:+44 20 7484 4040

Frankfurt

Thurn-und-Taxis-Platz 6 60313 Frankfurt

Germany Phone: +49 69 204 34 6410

Todd Carter Clark Callander Seihun Kong Paul DiNardo Sascha Pfeiffer* Akikazu Ida*Co-President and CEO Co-Head of Investment Banking Managing Director Managing Director Managing Director Managing Director

Phone: (415) 318-3610 Phone: (415) 318-3680 Phone: (415) 318-3682 Phone: (212) 999-7097 Phone: +49 (69) 204-34-6410 Phone: +81 (3) 6212-7241

Mobile: (415) 314-9898 Mobile: (415) 515-2468 Mobile: (415) 823-7300 Mobile: (650) 483-7246 Mobile: +49 (0) 177-74-15643  Mobile: +81 (80)

[email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

Adrian Reed* James Orozco Chris Gough Dan Etchevers Raiko Stelten* Gautam GargManaging Director Managing Director Managing Director Director Director Vice President

Phone: +44 845 505 4314 Phone: (415) 318-3667 Phone: (415) 318-3658 Phone: (415) 318-3644 Phone: +49 (69) 204 34 6418 Phone: (415) 318-3692

Mobile: +44 7887 626 800 Mobile: (415) 722-0922 Mobile: (415) 385-9427 Mobile: (415) 572-3549 Mobile: +49 171 335 0879 Mobile: (650) 504-1722

[email protected] [email protected] [email protected] [email protected] [email protected] [email protected]