SOFTWARE SECTOR REVIEW

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1 SOFTWARE SECTOR REVIEW Q 04 TECHNOLOGY MEDIA TELECOM KEY CONTACTS: Boston Two International Place 4 Floor Boston, MA San Francisco 575 Market Street 3 Floor San Francisco, CA London 63 Brook St London, WK 4HS United Kingdom Phone: +44 (0) Jeff Bistrong Mike Wilkins Thierry Monjauze Technology Media Telecom Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. To subscribe please

2 TABLE OF CONTENTS HW&CO. TMT GROUP OVERVIEW 3 DEAL SPOTLIGHT 4 WHAT WE VE BEEN READING 5 NOTEWORTHY SOFTWARE TRANSACTIONS 6 SOFTWARE M&A ACTIVITY 8 SOFTWARE SECTOR OVERVIEWS 4 SOFTWARE IPO OVERVIEW 6 MIDDLE MARKET DEBT OVERVIEW Technology Media Telecom

3 HARRIS WILLIAMS & CO. OVERVIEW HW&CO. GLOBAL PRESENCE HW&CO. TMT GROUP FOCUS AREAS SOFTWARE INTERNET & DIGITAL MEDIA EIGHT OFFICES APPROXIMATELY 0 EMPLOYEES 0 INDUSTRY GROUPS Technology Media Telecom Boston San Francisco London Richmond Minneapolis Philadelphia Cleveland Frankfurt Application Software Infrastructure Software Data and Informatics Healthcare IT Telecom and Data Center Solutions MM Technologies Big Data / Analytics Cloud-Migration Mobilization KEY FOCUS THEMES Information and Media ecommerce Consumer Internet elearning Internet and Social Gaming Online Advertising and Marketing Network Optimization SaaS and Subscription Models Vertical-Specific Solutions RECENT HW&CO. TMT TRANSACTIONS a portfolio company of and a portfolio company of and a portfolio company of a portfolio company of a division of has been acquired by has been acquired by a subsidiary of a portfolio company of has been acquired by has been acquired by has been acquired by has been recapitalized has been acquired by has been acquired by has been acquired by

4 DEAL SPOTLIGHT ECI SOFTWARE SOLUTIONS ( ECI ) HW&Co. s long-term relationship with ECi culminated in the Company s recent sale to The Carlyle Group. a portfolio company of a portfolio company of has received an investment from 009 HW&Co. advised ECi in a capital raise from Goldman Sachs has been acquired by 04 HW&Co. advised ECi in its sale to The Carlyle Group Leading provider of vertically-focused enterprise software for small and medium sized businesses (SMBs) throughout the U.S. Provides cloud-based and on-premise ERP, business management, and e- commerce solutions. FOR MORE INFORMATION, PLEASE CONTACT: Jeff Bistrong, Managing Director Tyler Dewing, Director Partners with 7,400 customers across multiple sectors including manufacturing, office equipment, office supplies, contract office furniture, lumber and building materials, hardware, and janitorial / sanitary. Successful track record of driving growth through a combination of organic and acquisition-driven strategies. 3

5 WHAT WE VE BEEN READING The Internet of Things Will Transform the Data Center Gartner, 3/9/4 The Internet of Things (IoT) connects remote assets and provides a data stream between the asset and centralized management systems. Growth in IoT deployments, which are projected to reach 6 billion installed units globally by 00, will have a transformational effect on the data center market. Gartner predicts that the influx of IoT technologies in data centers will give rise to a multitude of technological challenges including security and storage management. Read the full article here. There's no future in on-premises IT - - it's time to move to the cloud InfoWorld, 3/9/4 InfoWorld is predicting a continued shift to cloud-based infrastructure-as-a-service ( IaaS ) and platform-as-a-service ( PaaS ) IT services business models. In the age-old rent-versus-buy debate, InfoWorld argues that the cloud is making a strong case for renting as managed cloud environments provide efficiency gains and cost reductions. Read the full article here. Big Data s Growth: Overwhelming yet Vital to Success of SMBs Mid Size Insider, 3/3/4 According to Baseline, data has been doubling every two years and the majority of CIOs say they believe the surge in data is crucial, yet remain unsure of how to handle it. Mid Size Insider stresses the importance of SMBs finding solutions to refine and store the ever-growing quantity of data in order to gain actionable insights on how to optimize inventories and drive customer penetration. Read the full article here. Beyond the Data: How to Succeed in Building Efficiency Analytics Green Tech Media, 3/5/4 As energy data becomes more granular, the energy efficiency marketplace continues to demand real-time data-driven insights, customization at scale, and standards creation. Google s recent $3. billion acquisition of Nest Labs, a provider of smart home monitoring devices, highlights the growing importance of energy analytics and management. Read the full article here. Healthcare Information Technology Deals: The Heat is On The Wall Street Journal, 3/0/04 Sellers are emboldened by demand in the healthcare IT sector, with approximately $33+ billion worth of M&A transactions consummated over the past three years. The momentum of the healthcare industry is reflected in the S&P 500 Healthcare Index, a collection of healthcare technology and services companies, which increased 36% in 03 and 7% in YTD 04. Read the full report here. Global Mobile Ad Spend Jumped 05% in 03, On Track For $3.5B in 04 TechCrunch, 3/9/4 According to emarketer, mobile advertising revenues surged 05% in 03 reaching approximately $8 billion in sales. Mobile advertising analysts are predicting that industry revenues will increase 75% in 04 to $3.5 billion, while Google and Facebook are projected to comprise approximately 70% of all mobile advertising revenue during 04. Read the full article here. 4

6 NOTEWORTHY SOFTWARE TRANSACTIONS Q 04 Ent. Value: NA Revenue: NA Ent. Value: $930M Revenue: NA EV / Revenue: NA EV / EBITDA: NA EV / Revenue: NA EV / EBITDA: NA SAP acquires FieldGlass Fieldglass is a leading provider of intelligent solutions for finding and managing human capital. 3/6/4 The Company offers a unified technology platform that allows hiring managers and HR personnel to acquire human capital, including contingent workers, services, and direct hires. The acquisition reaffirms SAP as the undisputed leader of integrated human resources and procurement in the cloud for businesses of all sizes and industries according to SAP s co-ceos Bill McDermott and Jim Hagemann Snabe. Thoma Bravo acquires TravelClick 3/8/4 TravelClick provides cloud-based revenue-generating solutions for hoteliers worldwide, including reservation, business intelligence and guest management solutions. With over 37,000 customers, TravelClick enables customers to better manage their inventory and to drive bookings. The hospitality technology market is becoming increasingly dynamic and complex, with customers requiring better analytical and revenue-enhancing tools. Ent. Value: $400M Revenue: NA EV / Revenue: NA EV / EBITDA: NA Oracle Corporation acquires Blue Kai 3/4/4 Blue Kai is a leading cloud-based, big data platform that enables companies to personalize online, offline and mobile marketing campaigns with richer and more actionable information about targeted audiences. The acquisition bolsters Oracle's growing suite of technology solutions aimed at CMOs and enables Oracle to capitalize on increasing budgets within marketing departments as technology solutions continue to provide significant return on investments. Ent. Value: $,00M Revenue: NA EV / Revenue: NA EV / EBITDA: NA Hellman & Friedman acquires Renaissance Learning 3/3/4 Renaissance Learning is an educational assessment and learning analytics company that makes cloud-based educational software for use in Kindergarten through th grade. Employed at over 30,000 schools, the Company s technology solution enables educators to identify knowledge gaps and tailor their educational offerings accordingly. In 0, London-based Permira acquired Renaissance Learning in a take-private transaction for $455 million. Ent. Value: $746 M Revenue: $8 M EV / Revenue: 4.x EV / EBITDA: 0.4x Dassault Systemes acquires Accelrys /30/4 Accelrys is a leading provider of scientific innovation product lifecycle management ( PLM ) software, supporting industries and organizations that rely on scientific innovation to differentiate themselves. The acquisition enhances Dassault s PLM platform by providing greater access to the CPG, food-and-beverage, pharmaceutical, biotechnology, chemical, and energy industries. In 03, Accelrys bolstered its core PLM offering when it acquired Qumas, a specialist in enterprise compliance and quality management software. 5

7 STRATEGIC SOFTWARE ACQUISITION ACTIVITY Significant acquisition growth strategies have been implemented by large tech companies in an effort to enhance technology platforms and grow talent and reach. Since 00, IBM, Oracle, Google, and Cisco have consistently been the most active software investors. MOST ACTIVE STRATEGIC SOFTWARE M&A ACTIVITY BY VOLUME ()() YTD Despite a global M&A slowdown, 03 proved to be a strong year for many of tech s leading strategic consolidators. GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME () Over the last four quarters, strategic software M&A volume has remained consistent, but still below higher levels observed in 0 and Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 () This analysis compiles M&A transactions for the most active software-focused, strategic acquirers from 00 to Q 04. () Non-control, private placement transactions are excluded from this analysis. Source: Capital IQ and HW&Co. research. 6

8 PRIVATE EQUITY SOFTWARE ACQUISITION ACTIVITY As of Q 04, Vista Equity, Thoma Bravo, and TA Associates were among the most active acquirers of new platform investments in the software sector. NEW PLATFORM PRIVATE EQUITY SOFTWARE ACQUISITION VOLUME ()() YTD Vertical market leaders with disruptive technologies remain among the most sought after acquisition targets for private equity investors Coming off a robust second half of 03, private equity investment activity in the software sector increased in Q 04 over 4Q 03. GLOBAL NEW PLATFORM PRIVATE EQUITY SOFTWARE ACQUISITION VOLUME () Take-private transactions by private equity remain popular. Market conditions remain attractive for private equity transactions Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 () This analysis compiles M&A transactions for the most active software-focused, financial acquirers from 00 to Q 04. () Non-control, private placement and portfolio company transactions are excluded from this analysis. Source: Capital IQ and HW&Co. research. 7

9 APPLICATION SOFTWARE M&A MARKET SUMMARY Application software M&A volume declined slightly in Q 04, though technology incumbents continue to fill gaps in their technology offerings and pursue adjacent verticals via acquisition. APPLICATION SOFTWARE M&A VOLUME GLOBAL MEDIAN M&A REVENUE MULTIPLES.4x.3x.x.0x.8x.9x.7x.7x.5x.5x.6x.8x.x.0x.7x Publicly disclosed application software M&A multiples are at their most attractive levels relative to the median over the last three years..x.3x Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Vertically-oriented solutions, most notably in Healthcare IT, Financial Services, and the Public Sector, continue to drive investment in application software assets. Industry leading application software platforms are commanding premium valuations from both strategic and financial acquirers. NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS Date Closed Acquirer Target Description Enterprise Value ($mm) Revenue Multiple Application Software Pending Hellman & Friedman LLC Renaissance Learning Inc. Computer-based assessment technology and school improvement programs. $,00 NA Pending Dassault Systemes SA Accelrys Inc. Scientific business intelligence software and solutions. $683 4.x Pending Amadeus Americas, Inc. NMTI Holdings, Inc. NMTI Holdings, Inc. provides software for the hospitality industry. $500 NA Pending HGGC, LLC Serena Software, Inc. Software products for mainframe change management. $436.4x Pending Wolters Kluwer Third Coast Holdings Inc Enterprise legal management software. $90 NA Pending SAP AG Fieldglass, Inc. Human capital management solutions. NA NA 03//4 The Carlyle Group LP ECi Software Solutions, Inc. ERP software for SMBs. $40 Confidential 3.8x 0/0/4 BBVA Compass Bancshares, Inc. Simple Finance Technology Corp. Online banking software. $7 NA 0/8/4 Court Square Capital Partners AFS Technologies, Inc. Business enterprise and on-demand software solutions. NA NA 0/4/4 H&F, JMI Equity Applied Systems, Inc. Software solutions for the insurance industry. $,800 NA 0/6/4 Open Text Corporation GXS Group, Inc. Provides business-to-business e-commerce and integration services. $,65.4x 0/4/4 Dassault Systemes SA Realtime Technology AG 3D visualization software. $63.3x 0/0/4 NCR Corp. Digital Insight Corporation On-demand financial management solutions for financial institutions. $,650 5.x /30/3 PTC Inc. ThingWorx, Inc. Software application development platform. $30 NA //3 Experian plc Passport Health Software and solutions for hospitals and health care providers. $850 NA Median $500 3.x Source: Capital IQ and HW&Co. proprietary information. 8

10 SAAS M&A MARKET SUMMARY Acquirers continue to apply premiums to assets with SaaS deployment models given propensity for high quality of revenue and scalable technology platforms. SAAS M&A VOLUME GLOBAL MEDIAN M&A REVENUE MULTIPLES 6.x 5.5x 5.0x 5.0x 3.9x 3.6x 3.0x.6x.6x.5x.7x.9x.4x.3x.x 0.8x.x Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Large, public SaaS companies remain acquisitive and are seeking opportunities to broaden their product portfolios. Private equity investors continue to find opportunity in the public markets for attractive SaaS acquisition targets. NOTABLE SAAS M&A TRANSACTIONS Date Closed Acquirer Target Description Enterprise Value ($mm) Revenue Multiple SaaS Pending Thoma Bravo, LLC TravelCLICK, Inc. Provides cloud-based revenue-generating solutions for hoteliers. $930 NA 03//4 Thoma Bravo, LLC Global Healthcare Exchange, LLC Cloud-based healthcare technology for supply chain management. NA NA 0/8/4 Corporate Executive Board Co. KnowledgeAdvisors, Inc. Learning and talent measurement software. $5 NA 0/06/4 Oracle Corporation Responsys, Inc. Marketing solutions across various interactive channels. $,597 8.x /9/3 The Hearst Corporation Homecare Homebase, LLC SaaS solutions for the homecare and hospice industry. $65 Confidential 8.9x /9/3 Omnitracs, Inc. Roadnet Technologies, Inc. Fleet and workforce management and GPS tracking solutions. NA NA /5/3 Vista Equity Partners The Active Network, Inc. Cloud computing applications for activity and participant management. $946.x /04/3 Vitera Healthcare Greenway Medical Software solutions and managed business services to healthcare providers. $63 4.7x 08/30/3 SciQuest, Inc. CombineNet, Inc. Web-based sourcing and supply chain optimization solutions. $43 3.6x 08/0/3 Trulia, Inc. Market Leader, Inc. SaaS CRM and marketing solutions for the real estate industry. $34 6.6x 07/5/3 Aspect Software, Inc. Voxeo Corporation Interactive voice response (IVR) or Voice over IP (VoIP) solutions. $45 3.3x 07/6/3 Concur Technologies, Inc. TRX, Inc. SaaS solutions for reservation and expense management. $79.7x 07/0/3 Salesforce.com, Inc ExactTarget, Inc. Web-based project management solutions. $, x 05/06/3 Relias Learning, LLC CareLearn Online continuing education and healthcare compliance training solutions. $64Confidential 5.5x 0/08/3 Oracle Corporation Eloqua, Inc. SaaS revenue performance management solutions. $87 9.7x Median $65 5.5x Source: Capital IQ and HW&Co. proprietary information. 9

11 DATA AND ANALYTICS M&A MARKET SUMMARY In Q 04, publicly disclosed transaction M&A revenue multiples moderately increased compared to the previous four quarters and are slightly above average for the previous three years. DATA AND ANALYTICS M&A VOLUME GLOBAL MEDIAN M&A REVENUE MULTIPLES 3.x.0x 3.0x.4x.3x.6x.3x.4x.6x.4x.4x.0x.0x.0x 0.9x 0.9x.0x Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Strategic buyers continue to be the most active acquirers of data and analytics companies. Data and analytics M&A is likely to remain active as high profile buyers continue to look for ways to capitalize on the ongoing growth in data. NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS Date Closed Acquirer Target Description Enterprise Value ($mm) Revenue Multiple Data and Analytics Pending Oracle Corporation Collective Intellect, Inc. Web-based, automated, real-time text mining and analytics software. NA NA 03/8/4 Sun Capital Partners, Inc. Aclara Technologies LLC Utility management communications software. $50 NA 03/7/4 GSI Group Corporation JADAK Technologies, Inc. Data collection technologies. $93 NA 03/4/4 Oracle Corporation Blue Kai, Inc. Cloud-based data management platform for marketing applications. $400 NA 0/9/3 NeuStar, Inc. Aggregate Knowledge, Inc. Campaign and audience analytics for advertisers, trading desks, and publishers. $9 NA 0/5/3 inventiv Health Catalina Health Personalized health data driving medication adherence and improved outcomes. NAConfidential NA 0/0/3 SAP AG KXEN, Inc. Predictive analytics solutions for business users. NA NA 0/0/3 Intel Corporation Sensory Networks, Inc. Software pattern matching and content processing acceleration solutions. $0 NA 09/5/3 Splunk, Inc. BugSense, Inc. Tools that collect and analyze crash reports from mobile applications. $9 NA 08/8/3 Datawatch Corporation Panopticon Software AB Visual data monitoring and analysis software tools. $3 6.3x 07/9/3 Cisco Systems, Inc. Composite Software, Inc. Data virtualization software solutions. $80 NA 06//3 Salesforce.com, Inc EdgeSpring, Inc. Visual analytics and business intelligence solutions. $80 NA 03//3 JLL Partners BioClinica, Inc. Clinical data management tools for life sciences companies. $08.4x /7/ Informatica Deutschland Heiler Software AG Enterprise product information management solutions. $85 3.3x Median $93 6.3x Source: Capital IQ and HW&Co. proprietary information. 0

12 INFRASTRUCTURE SOFTWARE M&A MARKET SUMMARY Q 04 infrastructure software M&A volume increased moderately from 4Q 03, but remained lower than the average quarterly volume in prior years. Median revenue multiples for publicly disclosed M&A transactions have declined since their peak in 0. INFRASTRUCTURE SOFTWARE M&A VOLUME GLOBAL MEDIAN M&A REVENUE MULTIPLES 4.8x 4.8x 4.3x 4.0x 3.4x 3.x 3.0x.8x.3x.3x.8x.8x.3x.3x.3x 0.7x 0.5x Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Q '0 Q '0 3Q '0 4Q '0 Q ' Q ' 3Q ' 4Q ' Q ' Q ' 3Q ' 4Q ' Q '3 Q '3 3Q '3 4Q '3 Q '4 Strategic buyers continue to drive M&A activity in the infrastructure software sector. NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS Date Closed Acquirer Target Description Enterprise Value ($mm) Revenue Multiple With the recent security software acquisitions by Cisco (SourceFire) and FireEye (Mandiant), expectations continue for other high profile strategic buyouts. Infrastructure Software Pending Juniper Networks, Inc. WANDL, Inc. Network planning and management software. $60 NA 03/5/4 Synopsys Inc. Coverity, Inc. Source code analysis tools. $350 NA 03//4 Sphere 3D Corporation V3 Systems, Inc. Desktop cloud management solutions. $6 NA 03/04/4 Zayo Colocation, Inc. CoreXchange, Inc. Data center and networking solutions. $8 NA 0/8/4 Akamai Technologies, Inc. Prolexic Technologies Inc. Distributed denial of service (DDoS) detection solutions. $403 NA 0/30/4 Computer Sciences Corp. ServiceMesh Inc. Cloud application management platform. $95 NA 0/06/4 JDS Uniphase Corporation Network Instruments, LLC Network troubleshooting and analysis solutions. $00 5.0x /30/3 FireEye, Inc. Mandiant Corporation Internet security and response software and managed services. $86 3.8x /06/3 Splunk, Inc. Cloudmeter, Inc. Application monitoring solutions in the cloud and datacenters. $ NA 0/07/3 Cisco Systems, Inc. Sourcefire, Inc. Intelligent cybersecurity technologies. $,94 8.9x 09/7/3 F5 Networks, Inc. Versafe Ltd. Security applications for identity theft and online fraud prevention applications. $88 NA 09/0/3 Bain, Golden Gate, Insight BMC Software, Inc. Software that provides system and service management solutions. $6,866 3.x 08/30/3 IBM CSL International Ltd Virtualization management software for IBM s zenterprise system. NA NA 08//3 Thoma Bravo Keynote Systems, Inc. Mobile and web cloud testing and monitoring solutions worldwide. $34.8x 07/0/3 McAfee, Inc. Stonesoft Oyj Firewall security software. $ x 06/5/3 Vista Equity Partners Websense, Inc. Web, , and data security solutions. $97.7x Median $95 3.8x Source: Capital IQ and HW&Co. proprietary information.

13 PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR Revenue and EBITDA multiples increased in Q 04 relative to Q 03 in nearly all software sub-sectors. REVENUE MULTIPLE ANALYSIS Q 03 VS. Q x 0.x Large-cap SaaS companies, with proven earnings performance and superior profitability metrics, continue to command premium valuations..5x.6x 8.x 5.3x 7.x 3.4x 4.x 3.x 4.3x 3.8x 3.7x 3.5x 3.x 3.x.0x 7.9x 3.5x 6.6x 3.x 3.x 3.7x 7.x 4.6x 3.7x.9x.4x Human capital management (HCM), healthcare IT (HCIT) and supply chain management (SCM) software providers remain hot areas of investment. Software Bellwethers HCM SCM Enterprise PLM HCIT Public Sector Marketing Automation EBITDA MULTIPLE ANALYSIS Q 03 VS. Q 04 Q '3 Q '4 Large-Cap SaaS Small-Cap SaaS Data and Analytics IT Security Network Data Storage Management More mature software sectors such as enterprise software, product life cycle management (PLM), data storage, network management, and public sector reflect more stable trading multiples. 7.6x 8.8x 67.8x 0.7x 50.5x 3.5x 3.4x 4.x 9.8x 3.x 6.x 5.0x 5.x 5.5x 7.7x 36.x 66.5x 05.6x 6.4x 6.6x 5.x 6.x 9.5x.4x 6.x 8.x 9.5x.0x Software Bellwethers HCM SCM Enterprise PLM HCIT Public Sector Marketing Automation Q '3 Q '4 Large-Cap SaaS Small-Cap SaaS Data and Analytics IT Security Network Data Storage Management Note: Large-Cap SaaS companies have market capitalizations greater than $.0bn, while Small-Cap SaaS companies have market capitalizations less than $.0bn. Source: Capital IQ and HW&Co. proprietary information. Trading multiples are as of 3/3/04.

14 KEY METRICS BY SECTOR PUBLIC SOFTWARE COMPANIES EV / LTM Revenue Multiple NTM Revenue Growth Correlation with EV/R Multiple NTM EBITDA Growth Correlation with EV/R Multiple LTM EBITDA Margin Correlation with EV/R Multiple Large-Cap SaaS 0.x 7% -3% % 0% 6% -65% HCM 9.9x 4% 94% 9% 33% -4% -67% SCM 7.x 5% 66% 5% -4% 9% -30% IT Security 6.9x % 83% 5% -54% % -44% Small-Cap SaaS 6.6x 0% 7% 0% 5% 9% -3% Enterprise 4.x 9% 37% 4% -3% 0% -75% PLM 3.8x ` 7% 6% 0% -9% % 88% HCIT 3.7x 5% 88% 7% 38% % -6% Network Mgmt 3.7x % 86% % 6% 8% 47% Data and Analytics 3.x % 86% 7% -5% 0% -73% Public Sector 3.x 0% 6% 3% -5% 0% 45% Marketing Automation 3.x 3% 93% -3% 40% -7% -65% Data Storage.9x 3% 98% 9% % 9% -68% Software Bellwethers.6x 5% 95% 4% 89% 30% -36% Note: Large-Cap SaaS companies have market capitalizations greater than $.0bn, while Small-Cap SaaS companies have market capitalizations less than $.0bn. Source: Capital IQ and HW&Co. proprietary information, data shown as of 3/3/04. 3

15 SUMMARY OF TECHNOLOGY IPOS Tech IPO activity was significant throughout 03 with nearly 5% of tech companies raising over $50M. RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE) 8 $0-50M $50-00M $00-50M $50M + 6 Nearly 50 tech companies went public in 03, compared with less than 40 during 0. At the time of IPO, nearly 40% of tech companies have LTM revenue growth in excess of 75% Q-0 4Q-0 Q- Q- 3Q- 4Q- Q- Q- 3Q- 4Q- Q-3 Q-3 3Q-3 4Q-3 Q-4 OFFERING SIZE AT IPO MARKET CAP AT IPO REVENUE GROWTH (YR PRIOR) $0-50M $50-00M $00-50M $50M + $0-50M $50-500M $500M-$B $B+ < 5% 5-75% > 75% % 9% 4% % 39% 0% 33% 59% 5% 37% 4% Source: Capital IQ. 4

16 KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS 350.0% 300.0% 4.3% 57.4% % Revenue Growth () 50.0% 00.0% 50.0% 00.0% 50.0% 03.6% 9.4% 59.9% 59.0% 3.6% 0.8% 74.% 63.% 35.4%.0% 68.0% 39.7%.3% 0.0% (50.0%) 00.0% 93.5% 94.8% 93.5% 90.0% 94.8% 93.5% 94.8% 80.0% 75.3% 70.0% 64.% 75.3% 75.3% 60.0% 56.5% 64.% 50.0% Stock Prior Performance () 40.0% 30.0% 0.0% 0.0% 0.0% (0.0%) (6.0%) (0.0%) 4.0% 33.9% 0.% 33.9%.5% 4.5% 0.% (6.0%) 4.5%.9%.5% (6.0%) (9.4%) (9.4%) (.8%).5% (9.4%) (30.0%) (7.6%) (7.6%) (9.4%) (9.4%) (7.6%) (6.3%) (6.3%) (9.4%) (6.3%) (40.0%) (50.0%) (44.7%) (44.7%) (44.7%) Circle Size Denotes Revenue ($) IPO Date 5/6/03 5/6/03 6/6/03 8/8/03 9/7/03 9/9/03 9/9/03 9/6/03 0/5/03 0/4/03 /5/03 /6/03 /3/04 /7/04 3/3/04 Revenue Growth () 03.6% 9.4% 59.9% 59.0% 3.6% 4.3% 57.4% 0.8% 74.% 63.% 35.4%.0% 68.0% 39.7%.3% Revenue at IPO (3) $65.9 $43. $7.3 $96.7 $9. $5. $59.6 $94. $68.0 $500.9 $8.0 $90.9 $8.5 $74.6 $3.0 Offering Size (3) $78.8 $54. $75.0 $7.6 $30.8 $303.5 $6.0 $64.0 $60.9 $5.6 $74.5 $54.5 $9.0 $05.6 $77.6 () Revenue growth based on LTM prior to IPO Date. Offering size and revenue at IPO are shown in millions. () Stock price performance based on current prices as of 3/3/04 versus price two days post-ipo. (3) Dollars in millions. Source: Capital IQ. 5

17 MIDDLE MARKET DEBT / LBO MARKET OVERVIEW Overall, the middle market debt market remains strong, with lenders actively seeking high quality software credits. Middle market LBO loan multiples have increased over the past three years and are nearing 007 levels for high quality assets. In 03, 40% of sponsored loan transactions involved portfolio company refinancings, largely due to the favorable lending environment. MIDDLE MARKET LBO LOAN MULTIPLES () MIDDLE MARKET LOAN VOLUME () FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA 5.6x 4.9x 4.8x 4.7x 4.7x 4.8x 4.5x 4.5x 4.3x 4.x 4.3x 4.x 4.0x 3.8x 3.8x 3.4x 3.3x $89B Institutional Pro Rata $64B $4B $37B $6B $5B $7B $0B $5B $88B $7B $66B $6B $54B $53B $43B Q0 Q0 3Q0 4Q0 Q Q 3Q 4Q Q Q 3Q 4Q Q3 Q3 3Q3 4Q3 LBO LOAN VOLUME BY INDUSTRY () SPONSORED LOAN VOLUME BY PURPOSE () 03 Volume: $8.7 Billion 03 Volume: $3.3 Billion Computer & Electronics 9.8% Refinancing 40.7% Food & Beverage 7.% LBO 5.4% Servicse & Leasing.8% Recap / Dividend 5.6% Retail 6.9% Acquisition 9.5% Building Materials Manufacturing & Machinery 6.% 6.% Recap / IPO Recap / General Recap Merger.9%.0%.6% Chemicals 5.9% Recap / Stock Purchase.3% Oil & Gas 4.4% Corporate Purpose 0.5% Other 0.8% Other 0.7% 0.0% 5.0% 0.0% 5.0% 0.0% 5.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% () PNC Capital Markets. () S&P LCD stats. 6

18 Infrastructure Software SaaS Application Software HW&CO. SOFTWARE SECTOR PUBLIC COMPANY UNIVERSE Comparable Public Companies Software Bellwethers Apple Google Microsoft IBM Oracle Intel Cisco SAP EMC HP Salesforce Enterprise Software Oracle SAP Salesforce Adobe NetSuite Sage Open Text CSI Pegasystems Exact Healthcare IT (HCIT) Cerner athena Medidata Allscripts HMS Quality MedAssets CPSI Human Capital Management (HCM) Workday Concur Ultimate Cornerstone Callidus ClickSoftware Marketing Automation Software Marketo Constant Jive Bazaarvoice Vocus Product Lifecycle Management (PLM) Dassault Autodesk Ansys Synopsys Cadence PTC Mentor Aveva Public Sector Software Tyler Blackbaud NIC K Higher One Supply Chain Management (SCM) Aspen Manhattan SPS Descartes SciQuest Eopen MiX American Large- Cap SaaS Salesforce NetSuite Concur athena Ultimate Guidewire Medidata Cornerstone Dealertrack Small- Cap SaaS OpenTable RealPage Fleetmatics Cvent Marketo Proofpoint SPS Constant Contact LogMeIn Qualsys SciQuest Small- Cap SaaS (cont'd) EOpen Bazaarvoice Ebix incontact MiX Telematics Marin Data and Analytics Teradata Splunk Informatica Tableau TIBCO NICE Qlik Verint Microstrategy Actuate Datawatch Network Management VMware CA Citrix Akamai Red Hat F5 SolarWinds Infoblox Progress NetScout Radware Data Storage EMC NetApp Iron Mtn CommVault Nimble Storage Barracuda Fusion- io Carbonite IT Security Symantec Check Point VeriSign FireEye Trend Micro Fortinet Imperva Proofpoint AVG Tech Qualsys 7

19 HW&CO. CONTACT INFORMATION AND DISCLAIMER Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. 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. Copyright 04 Harris Williams & Co., all rights reserved. 8

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