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1 2013 Year-End Review M&A and Capital Markets Perspective on the Cloud Computing Industries: Software-as-a-Service Platform-as-a-Service Infrastructure-as-a-Service

2 Table of Contents Summary... 1 M&A Overview... 6 Capital Markets Overview... 8 Public Company Analysis Venture Capital Activity William Blair & Company Selected Cloud Transactions William Blair & Company Cloud Contacts William Blair & Company SaaS Equity Research Coverage Disclosures Table of Contents

3 Summary 2013 Synopsis and Highlights Cloud transaction activity and valuations continued their upward march in SaaS M&A volume increased by 25% with notable strategic moves made by Oracle, Adobe, salesforce.com and IBM. As the macro-economic environment has slowly improved, public equity markets enthusiasm for the SaaS sector has accelerated, driving our SaaS index up 51.3% for Twelve SaaS companies priced their initial public offerings during the year. This level of activity compares favorably with 2012 s nine SaaS IPO s and represents the most active year to date. Cloud venture capital was also robust in 2013 with total dollar volume up 21% over The total number of later-stage investments decreased from 2012, and average deal size fell from $35 million in 2012 to $30 million in During 2013, 57 SaaS companies completed financings of $20 million or more, versus 53 in 2012 and only 20 in William Blair advised many leading Cloud companies during We were an underwriter on three SaaS IPOs and seven SaaS follow-on offerings that priced during the year. We are pleased to highlight our role in the following Cloud transactions in 2013: Nextraq s sale to FleetCor; Vocalocity s sale to Vonage ($130.0 million); Echopass sale to Genesys; The initial public offering of MiX Telematics ($115.8 million); The initial public offering of Textura ($86.3 million); The initial public offering of Rally Software ($96.6 million); The follow-on offering of Demandware ($217.0 million); The follow-on offering of Textura ($200.4 million); The follow-on offering of Rally Software ($138.3 million); The follow-on offering of SPS Commerce ($50.3 million); The follow-on offerings of Fleematics in January, July, and September (aggregate value of $833.2 million) As always, we encourage you to contact us if we may be of assistance. Best regards, Andrew Arno Director [email protected] Summary 1

4 2013 SaaS Mergers & Acquisitions During 2013, 230 SaaS M&A transactions were announced, ahead of the 184 announced M&A transactions in Dollar volume for 2013 was down with $12.3 billion in total disclosed transaction value, versus $13.8 billion during Notable SaaS Mergers & Acquisitions Date Trans. Value Enterprise Enterprise Value Announced Completed ($ MM) Value ($ MM) Target Company Acquirer Company LTM Revenue LTM EBITDA 12/20/13 - $1,696.9 $1,589.2 Responsys Oracle 8.2x 119.1x 12/20/13 12/20/ ForeSee Results Answers Corporation /19/13 - $994.3 $994.3 Dealer.com Dealertrack Technologies /18/ odesk Corporation Elance /02/13 - $1,650.0 $1,650.0 Digital Insight Corporation NCR Corp. 5.0x - 11/13/13 12/18/13 $300.0 $300.0 Fiberlink Communications IBM 6.0x - 10/30/13 10/30/ NexTraq, Inc. FleetCor Technologies /10/13 11/18/13 $129.0 $129.0 Vocalocity, Inc. Vonage Holdings Corporation /30/13 11/15/13 $906.9 $798.8 The Active Network, Inc. Vista Equity Partners 1.8x 60.5x 08/23/13 11/25/13 $800.0 $800.0 Omnitracs, Inc. Vista Equity Partners /23/13 08/16/13 $1,200.0 $1,200.0 Harland Financial Solutions Davis + Henderson Corporation 4.7x - 07/01/13 08/01/13 $1,025.0 $1,025.0 Intuit Financial Services (nka Digital Insight) Thoma Bravo 3.4x - 06/27/13 07/23/13 $600.0 $600.0 Neolane (1) Adobe 10.3x - 06/04/13 07/10/13 $2,350.6 $2,249.6 ExactTarget Salesforce.com 7.1x - 05/08/13 08/20/13 $336.3 $314.3 Market Leader Trulia 6.6x - 01/17/13 - $ SurveyMonkey Spectrum Equity Investors; Google; Laurel Crown Partners; Tiger Global Management; The Social+Capital Partnership; Iconiq Capital Sources: CapitalIQ, public news sources, and third-party estimates (1) Non-U.S. targets are not included in William Blair s total transaction volume statistics Summary

5 SaaS Equity Performance The broad SaaS group was up 51.3% in 2013, with the large-cap SaaS group up 49.9%, midcap SaaS up 45.3%, and small-cap SaaS group up 72.5%. Additionally, the NASDAQ, which was up 33.8%, underperformed the broad SaaS group. SaaS Equity Performance Index 2013 December Large-cap SaaS +49.9% +5.7% Midcap SaaS +45.3% +9.8% Small-cap SaaS +72.6% +11.1% All SaaS +51.3% +6.8% NASDAQ +33.8% +3.0% S&P % +2.6% SaaS Capital Markets Capital markets activity in 2013 remained strong, with twelve IPOs and ten follow-on offerings priced, compared with nine IPOs and seven follow-on offerings priced in Initial public offerings and follow-on offerings in 2013 included (2) : s: Benefitfocus, a provider of cloud-based benefits software solutions, completed its initial public offering of $150.4 million ChannelAdvisor, a provider of solutions that enable retailers and manufacturers to integrate, manage, and optimize their merchandise sales across hundreds of online channels, completed its initial public offering of $92.6 million Cvent, an event and meetings value chain solutions provider, completed its initial public offering of $135.2 million Halogen, a cloud-based talent management solutions provider, completed its initial public offering of $62.8 million Marin Software, a cloud digital advertising management platform, completed its initial public offering of $120.8 million Marketo, a provider of a cloud-based marketing software platform that enables organizations to engage in modern relationship marketing, completed its initial public offering of $90.6 million MiX Telematics, a provider of driver safety, vehicle tracking, and fleet management solutions, completed its initial public offering in the United States of $115.8 million and, as a result, began its listing on the NYSE under the ticker symbol MIXT Rally Software, a provider of cloud-based solutions for managing Agile software development, completed its initial public offering of $96.6 million RingCentral, a provider of SaaS solutions for communications, completed its initial public offering of $112.1 million Textura, a provider of on-demand business collaboration software solutions to the commercial construction industry, completed its initial public offering of $86.3 million Veeva Systems, a provider of cloud-based software solutions for the life sciences industry, completed its initial public offering of $300.0 million Wix, a Web development management platform provider, completed its initial public offering of $137.2 million Follow-On Offerings: ChannelAdvisor, a provider of retail and manufacturing SaaS solutions, completed a follow-on offering of $195.5 million Demandware, a provider of cloud-based digital commerce solutions, completed a follow-on offering of $217.0 million Fleetmatics, a provider of fleet management solutions, completed follow-on offerings of $203.1 million, $360.5 million, and $279.6 million in January, July, and September respectively Halogen, a provider of SaaS-based talent management software, completed a follow-on of $20.2 million Marketo, a provider of cloud-based marketing software, completed a follow-on of $213.0 million Rally Software, a provider of solutions for managing Agile software development, completed a follow-on of $138.3 million SPS Commerce, a provider of supply chain management solutions, completed a follow-on offering of $50.3 million Textura, a provider of collaboration and productivity tools, completed a follow-on of $200.4 million (2) Overallotment included in transaction size where applicable Summary 3

6 SaaS Venture Capital In 2013 there were 410 SaaS venture investments with a total disclosed transaction value of $3.9 billion. Year-over-year, 2013 showed a steady increase in activity compared with 2012, in which 297 transactions were announced. Total disclosed dollar volume in 2013 was up slightly versus $3.3 billion in Notable venture investments in 2013 included: Notable SaaS Venture Capital Announced Date Size ($ MM) Company Description Investors 12/12/13 $100.0 Shopify Online store builder for creating e-commerce stores 12/03/13 $57.4 Tradeshift Designs and deliveres electronic invoicing solutions 11/19/13 $40.0 Aria Systems On-demand billing solutions and customer lifecycle management services 10/04/13 $43.2 Accela Sells web-based mobile, and cloud-based software Bessemer Venture Partners; Felicis Ventures; FirstMark Capital; Georgian Partners; Insight Venture Partners; OMERS Ventures - Hummer Winbland Venture Partners; InterWest Partners; Venrock; Tugboat Ventures; Bain Capital Ventures Bregal Sagemount 10/02/13 $150.0 MongoDB Database design, development, and delivery New Enterprise Associates, Sequoia Capital, Fidelity, Intel Capital, T.Rowe Price 09/24/13 & 07/11/13 $130.0 Practice Fusion Web-based electronic health record system including medical charting and secure messaging E-commerce platform allowing consumers or Commerce businesses to purchase products or services Cloud-based video conferencing services Network 09/19/13 $98.2 Rearden Artis Capital Management; Deerfield Management; Band of Angels; Felicis Ventures; Industry Ventures; Kleiner, Perkins, Caufield & Byers - 09/18/13 $50.0 Blue Jeans Accel Management Co, Inc.; Battery Ventures; New Enterprise Associates; Norwest Venture Partners 09/05/13 $50.0 Zuora Online subscription billing and management Benchmark Capital; Greylock Partners; Redpoint platform Ventures; Vulcan Capital; Index Ventures; Northgate Capital Group; Shasta Ventures; Tenaya Capital; Next World Capital 09/03/13 $50.0 Lithium Social customer community software and New Enterprise Associates Technologies social media marketing solutions 08/01/13 $165.0 HootSuite Media Social media management solutions to execute Accel Management; Insight Venture Partners; OMERS campaigns across various social networks Ventures 07/25/13 $40.0 BigCommerce Designs and develops e-commerce software Revolution Growth; Revolution Growth Fund 07/03/13 $66.0 TOA Technologies Provides on-demand mobile workforce Technology Crossover Ventures management and customer experience management software 06/26/13 $100.0 Applied Predictive Technologies Fact-based software solutions that provide information and analysis on choosing strategic course of actions Goldman Sachs 06/04/13 $40.0 Kenandy Provides cloud ERP solutions Kleiner, Perkins, Caufield & Byers; Wilson, Sonsini, Goodrich & Rosati; Lightspeed Venture Partners 05/15/13 $45.0 Adaptive Planning On-demand business performance management solutions Bessemer Venture Partners; Norwest Venture Partners; Onset Ventures; RBC Capital Partners; Cardinal Venture Capital; Monitor Ventures 05/03/13 $45.0 Apptio On-demand technology business management solutions 03/11/13 $60.0 Domo Executive management platform for managers and executives to run their business 02/05/13 $80.0 New Relic Cloud-based application performance management solutions 01/23/13 $50.0 AppDynamics Application performance management for modern application architectures Sources: Capital IQ and VentureSource Greylock Partners; Madrona Venture Group; The Hillman Company; Janus Capital Group; Shasta Ventures; Andreessen Horowitz Greylock Partners; Institutional Venture Partners; GGV Capital; The Founders Fund; Bezos Expeditions, LLC; Mercato Partners; BYU Cougar Capital Benchmark Capital; Insight Venture Partners; T. Rowe Price Group; Trinity Ventures; Allen & Company; Passport Management; Tenaya Capital; Dragoneer Investment Group Greylock Partners; Insttutional Venture Partners; Kleiner Perkins Caufield & Byers; Lightspeed Venture Partners 4 Summary

7 PaaS and IaaS Activity Activity in the PaaS and IaaS sectors also continued to accelerate in Notable PaaS and IaaS Mergers and Acquisitions Date Trans. Value Implied Enterprise Enterprise Value Announced Completed ($ MM) Value ($ MM) Target Company Acquirer Company LTM Revenue LTM EBITDA 12/02/13 12/02/ Paragrid Evolve IP /30/13 - $295.0 $295.0 ServiceMesh Computer Sciences Corporation /26/13 09/26/13 $800.0 $800.0 Braintree Payment Solutions PayPal /16/13 09/16/ Adept Cloud Hightail /14/13 08/14/ Precog RichRelevance /20/13 07/29/13 $180.0 $180.0 Composite Software Cisco /04/13 07/03/13 $2,000.0 $2,000.0 SoftLayer Technologies IBM /17/13 05/09/13 $180.0 $180.0 Mashery Intel /14/13 03/15/13 $ $ Skyfire Labs Opera Software 35.9 x - 02/11/13 02/11/13 $184.5 $184.5 Virsto Software VMware /01/13 03/19/ Star Analytics International Business Machines /22/13 12/31/ Arkeia Software Western Digital Corporation - - Source: Capital IQ and VentureSource Notable PaaS and IaaS Venture Capital Announced Date Size ($ MM) Company Description Investors 12/05/13 $100.0 Box Operates content share platform Bessemer Venture Partners; DFJ; Telstra Coporation; Social+Capital Partnership; and 7 others 11/11/13 $11.0 Bitcasa Provider of online storage services Horizons Ventures; Pelion Venture Partners 10/15/13 $10.0 Gravitant Provider of on-demand cloud brokering and management application for enterprises 09/21/13 $25.0 Egnyte Provides cloud file server solutions to address the infrastructure needs of enterprises and professionals 07/26/13 $35.2 Apigee Designs and develops application programming interface management products Corsa Ventures; S3 Ventures NA Accenture; Bay Partners; Focus Ventures; Norwest Venture Partners; SAP Ventures; Third Point Ventures 06/30/13 $55.0 Cleversafe Provides object-based storage solutions to leverage Alsop Louie Partners ; Motorola Solutions Venture Capital ; New information dispersal algorithms with encryption to Enterprise Associates ; New World Ventures ; OCA Venture expand, virtualize, and disperse data Partners, LLC ; Presidio STX, LLC 05/14/13 $12.0 Cloudant Data hosting and analytics solutions based on opensource BigCouch and CouchDB for businesses Rackspace Hosting; In-Q-Tel; Samsung Venture Investment Corporation; Avalon Ventures; Devonshire Investors; Toba Capital 04/03/13 $37.0 MuleSoft Integration platform for cloud, Web, and enterprise Bay Partners; Hummer Winblad Venture Partners; Morgenthaler; New Enterprise Associates; SAP Ventures; salesforce.com; Lightspeed Venture Partners 02/24/13 $200.0 AirWatch Mobile device management solutions Insight Venture Partners 01/23/13 $30.0 Puppet Labs Information technology automation software for system administrators VMware Sources: Capital IQ and VentureSource Summary 5

8 M&A Overview M&A Activity Detail Number of Transactions Dollar Value Annual Disclosed $1,854 $2,826 $3,432 $11,694 $13,789 $12,285 Annual Undisclosed Total $1,854 $2,826 $3,432 $11,694 $13,789 $12,285 Source: Capital IQ Annual M&A Detail ($ in millions) Transaction Value $20,000 Transaction Value # of Transactions Number of Transactions 250 $15, $10, $5, $ Transaction Value $1,854 $2,826 $3,432 $11,694 $13,789 $12,285 Number of Transactions Source: Capital IQ 6 M&A Overview

9 M&A Valuation Analysis ($ in millions) Annual Volume Number of Announced Transactions Number of Disclosed Transactions Total Dollar Volume $1,854 $2,826 $3,432 $11,694 $13,789 $12,285 Average Transaction Size $143 $202 $114 $217 $300 $307 EV/LTM Revenues Number of Disclosed Transactions Mean 2.88x 4.03x 5.04x 4.78x 5.15x 6.35x Median 2.80x 4.60x 2.83x 3.70x 3.59x 4.30x EV/LTM EBITDA Number of Disclosed Transactions Mean 15.9x 47.7x 19.0x 33.0x 48.0x 48.3x Median 18.5x 47.7x 19.0x 20.2x 42.3x 68.8x Source: Capital IQ M&A Activity By Target Ownership (Percentage of Transactions) 75.0% 50.0% 25.0% 0.0% Private V.C. Backed 60% 57% 52% 62% 50% 44% 45% 48% Private Independent 34% 26% 35% 31% 48% 54% 51% 49% Public 6% 17% 13% 7% 2% 2% 4% 3% Source: Capital IQ M&A Overview 7

10 Capital Markets Overview Annual SaaS Public Offering Activity ($ Volume by IPO, Follow-On and Convertible Debt) ($ in millions) s Follow-On Offerings PIPEs Convertible Debt Offerings $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $ s $ $194.9 $486.5 $722.6 $1,945.8 $1,500.4 Follow-On Offerings $934.8 $177.0 $457.9 $631.3 $594.0 $1,317.0 $1,878.0 PIPEs - $ Convertible Debt Offerings $1, $200.0 $3,794.3 Sources: Capital IQ and Dealogic 8 Capital Markets Overview

11 SaaS Public Equity Offering Detail Company IPO Priced Filing Date Pricing Date Filing Range Offer Price Offering Size (1) ($ in MM) Primary as % of Offering Dilution Market Cap Post Offering ($ in MM) % Change Pricing to First Day First Week To Date Offer Price Discount to Filing Price Last Sale (2) Wix.com 10/01/13 11/05/13 $ $16.50 $16.50 $ % 15.1% $600.9 (1.2%) 5.1% 62.7% - - Veeva Systems 09/11/13 10/15/13 $ $14.00 $20.00 $ % 9.4% $2, % 115.8% 60.5% - - RingCentral 08/26/13 09/26/13 $ $13.00 $13.00 $ % 13.8% $ % 40.8% 41.3% - - Benefitfocus 08/14/13 09/17/13 $ $24.50 $26.50 $ % 12.3% $ % 69.7% 117.9% - - Cvent 07/08/13 08/08/13 $ $19.00 $21.00 $ % 16.3% $ % 46.2% 73.3% - - MiX Telematics 08/08/13 08/08/13 $ $16.00 $16.00 $ % 1.8% $ % (10.3%) (22.4%) - - Textura 04/05/13 06/06/13 $ $15.00 $15.00 $ % 25.3% $ % 46.1% 99.6% - - ChannelAdvisor 04/11/13 05/22/13 $ $14.00 $14.00 $ % 31.0% $ % 21.4% 197.9% - - Marketo 02/26/13 05/16/13 $ $13.00 $13.00 $ % 18.4% $ % 89.0% 185.2% - - Halogen 04/02/13 05/13/13 $11.38 $11.38 $ % 23.5% $ % 14.2% 15.6% - - Rally Software 03/11/13 04/11/13 $ $13.00 $14.00 $ % 29.2% $ % 27.5% 38.9% - - Marin Software 02/13/13 03/21/13 $ $13.00 $14.00 $ % 26.9% $ % 14.2% (26.9%) - - Follow-On Priced Demandware 11/18/13 11/19/13 - $57.00 $ % 8.5% $2,000.7 (5.0%) 1.6% 12.5% (10.4%) (1.4%) SPS Commerce 11/18/13 11/18/13 - $67.00 $ % 4.7% $1, % (0.9%) (2.5%) (4.3%) (4.3%) ChannelAdvisor 10/28/13 11/05/13 - $34.00 $ % 4.4% $ % 8.5% 22.7% (9.5%) (1.8%) Textura 09/10/13 09/19/13 - $38.00 $ % 6.9% $ % 13.4% (21.2%) (5.8%) (2.1%) Fleetmatics 09/12/13 09/17/13 - $46.79 $ % 0.0% $1,700.0 (2.7%) (18.9%) (7.6%) 0.0% (2.6%) Marketo 08/30/13 09/12/13 - $35.50 $ % 1.8% $1,380.8 (3.0%) (9.0%) 4.4% 1.2% (3.2%) Halogen 08/21/13 08/21/13 - $13.50 $ % 0.0% $ % (0.4%) (2.6%) (3.5%) (3.5%) Rally Software 07/12/13 07/24/13 - $24.75 $ % 1.0% $ % 16.6% (21.4%) 1.4% (1.9%) Fleetmatics 06/28/13 07/24/13 - $33.00 $ % 2.8% $1, % 19.0% 31.1% (0.7%) (2.0%) Fleetmatics 01/22/13 01/30/13 - $25.00 $ % 0.0% $ % (1.3%) 73.0% (5.1%) (4.3%) Convertible Priced ServiceNow 11/05/13 11/06/ $ $7, ServiceSource 08/06/13 08/08/ $ $ Medidata Solutions 08/05/13 08/06/ $ $2, Workday 06/10/13 06/11/ $ $10, Workday 06/10/13 06/11/ $ $10, Concur Technologies 05/28/13 05/29/ $ $4, NetSuite 05/28/13 05/29/ $ $6, Cornerstone OnDemand 05/10/13 05/11/ $ $2, Salesforce.com 03/11/13 03/12/ $1, $26, William Blair clients highlighted Sources: FactSet and Dealogic as of December 31, 2013 (1) Includes the overallotment where applicable (2) Indicates closing price just before pricing Capital Markets Overview 9

12 Public Company Analysis The SaaS index was up 51.3% in 2013, outperforming the NASDAQ. During 2013, the large-cap and small-cap SaaS groups were up 49.9% and 72.6%, respectively, while the midcap SaaS group was up 45.3%. SaaS Indexed Stock Price Performance Large-cap (+49.9%) Midcap (+45.3%) Small-cap (+72.6%) NASDAQ (+33.8%) /31/12 01/30/13 03/01/13 04/01/13 05/01/13 06/01/13 07/01/13 08/01/13 08/31/13 09/30/13 10/31/13 11/30/13 12/31/13 Note: Groupings based on market caps at December 31, 2012 Mkt. Cap > $1 billion consists of: ATHN, CNQR, CSOD, TRAK, MDSO, N, RP, CRM, NOW, ULTI, VEEV, WDAY Mkt. Cap $500 million to $1 billion consists of: BV, ECOM, CVT, DWRE, ELLI, FLTX, JIVE, LPSN, LOGM, RNG, SPSC, SNCR, WIX Mkt. Cap < $500 million consists of: ECOM, CTCT, EOPN, HGN, IL, MRIN, MKTO, MIXT, QLYS, RALY, MKTG, SQI, SREV, TNGO, TXTR, VOCS Source: FactSet as of December 31, 2013 Valuation Overview Large-cap Midcap Small-cap 46.8x 10.7x 35.7x 32.4x 38.8x 7.3x 4.3x 19.3x 20.1x EV / 2013E Revenue EV / 2013E EBITDA EV / 2013E FCF Note: Market cap groupings based on December 30, 2012; data points represent median multiples Source: FactSet as of December 31, Public Company Analysis

13 Comparable Company Analysis Groupings Based on Market Caps at December 31, 2012 Large-cap Market Market Enterprise Close Cap ($MM) Cap ($MM) Value 12/31/13 12/31/12 12/31/13 ($MM) Enterprise Value/Revenue Enterprise Value/EBITDA Enterprise Value/FCF LTM 2013E 2014E LTM 2013E 2014E LTM 2013E 2014E '13E - '14E 2013E Revenue EBITDA Growth Margin athenahealth $ $2,658.4 $5,001.9 $5, x 8.76x 6.95x nmf 46.9x 39.1x nmf nmf nmf 26.0% 18.7% Concur Technologies $ $3,718.5 $5,783.5 $5, x 9.63x 7.69x nmf 48.2x 45.6x nmf nmf nmf 25.2% 20.0% Cornerstone OnDemand $53.31 $1,490.7 $2,773.9 $2, x 14.88x 10.51x nmf nmf nmf nmf nmf nmf 41.6% 0.5% DealerTrack Holdings $48.08 $1,226.7 $2,110.5 $2, x 4.41x 3.76x 33.6x 18.1x 15.6x nmf nmf 47.7x 17.3% 24.4% Medidata Solutions $60.50 $1,015.2 $3,237.7 $3, x 11.24x 9.15x nmf 46.0x 36.0x nmf nmf nmf 22.9% 24.4% NetSuite $ $4,822.2 $7,693.9 $7, x 18.23x 14.07x nmf nmf nmf nmf nmf nmf 29.6% 10.2% RealPage $23.38 $1,627.1 $1,816.0 $1, x 4.58x 3.85x 31.1x 19.5x 15.3x 55.0x 35.7x 24.3x 18.9% 23.5% Salesforce.com $55.19 $23,870.2 $33,279.6 $35, x 8.83x 6.86x nmf 52.3x 38.2x 41.6x nmf 45.1x 28.6% 16.9% ServiceNow $56.01 $3,754.4 $7,770.7 $7, x 17.98x 12.39x nmf nmf nmf nmf nmf nmf 45.1% 4.3% Ultimate Software Group $ $2,577.5 $4,279.0 $4, x 10.21x 8.31x nmf 46.8x 40.9x nmf nmf nmf 22.9% 21.8% Veeva Systems $32.10 na $3,999.9 $3, x 29.1x 14.56x nmf nmf nmf na na nmf na na Workday $83.16 $9,047.0 $14,536.4 $13, x 30.62x 20.11x nmf nmf nmf nmf nmf nmf 52.3% (14.5%) Mean 14.25x 14.04x 9.85x 32.4x 39.7x 33.0x 48.3x 35.7 x 39.0 x 30.0% 13.6% Median 11.30x 10.73x 8.73x 32.4x 46.8x 38.2x 48.3x 35.7 x 45.1 x 26.0% 18.7% Midcap Bazaarvoice $7.92 $668.1 $600.7 $ x 3.00x 2.65x nmf nmf nmf nmf nmf nmf 13.4% (7.9%) BenefitFocus $57.74 na $1,412.6 $1, x 12.97x 10.27x nmf nmf nmf na nmf nmf 26.2% (20.9%) Cvent $36.39 na $1,463.1 $1, x 11.79x 9.54x nmf nmf nmf na nmf nmf 23.6% 12.0% Demandware $64.12 $811.9 $2,218.7 $2, x 20.79x 15.24x nmf nmf nmf nmf nmf nmf 36.4% (2.1%) Ellie Mae $26.87 $712.1 $738.8 $ x 5.27x 4.45x 23.8x 17.3x 14.6x 27.0x 33.8x 28.3x 18.4% 30.4% Fleetmatics Group $43.25 $866.0 $1,594.1 $1, x 8.38x 6.48x 34.1x 27.0x 21.1x nmf nmf 56.7x 29.4% 31.0% Jive Software $11.25 $934.5 $779.0 $ x 4.61x 3.76x nmf nmf nmf 50.8x nmf nmf 22.8% (14.1%) LivePerson $14.82 $734.1 $802.3 $ x 4.08x 3.59x nmf 36.0x 27.9x nmf nmf 57.3x 13.5% 11.3% LogMeIn $33.55 $555.9 $812.6 $ x 3.72x 3.22x nmf 19.3x 15.1x 26.7x 31.1x 21.1x 15.3% 19.2% RingCentral $18.37 na $1,143.2 $1, x 7.31x 5.83x nmf nmf nmf na nmf nmf 25.4% (14.7%) SPS Commerce $65.30 $547.2 $1,046.2 $ x 9.27x 7.71x nmf nmf 56.3x nmf nmf nmf 20.2% 12.7% Synchronoss Technologies $31.07 $802.7 $1,216.6 $1, x 3.37x 2.80x 18.0x 11.4x 8.4x nmf nmf 20.3x 20.6% 29.7% Wix $26.85 na $982.7 $ x 12.33x 8.03x nmf nmf nmf na nmf nmf 53.7% (22.0%) Mean 8.79x 8.22x 6.43x 25.3x 22.2x 23.9x 34.8x 32.4 x 36.7 x 24.5% 5.0% Median 7.79x 7.31x 5.83x 23.8x 19.3x 18.1x 27.0x 32.4 x 28.3 x 22.8% 11.3% Small-cap ChannelAdvisor $41.71 na $945.7 $ x 12.89x 10.28x nmf nmf nmf nmf nmf nmf 25.4% (13.4%) Constant Contact $31.07 $434.0 $952.6 $ x 2.96x 2.62x 36.1x 18.4x 14.7x 42.4x 36.2x 28.1x 12.9% 16.1% E2open $23.91 $354.8 $633.8 $ x 8.41x 6.96x nmf nmf nmf nmf nmf nmf 20.8% (15.2%) Halogen $13.15 na $284.7 $ x na na nmf na na na na na na na IntraLinks Holdings $12.11 $336.0 $670.4 $ x 2.91x 2.81x nmf 18.0x 15.9x 24.5x na na 3.6% 16.2% Marin Software $10.24 na $334.1 $ x 2.99x 2.45x nmf nmf nmf nmf nmf nmf 22.1% (34.5%) Marketo $37.07 na $1,429.9 $1, x 13.74x 10.33x nmf nmf nmf na nmf nmf 33.0% (32.6%) Mix Telematics $12.41 $403.5 $369.0 $ x 2.87x 2.55x 11.8x 12.5x 11.7x 1.9x 41.4x 39.2x 9.5% 21.3% Qualys $23.11 $464.6 $745.3 $ x 5.99x 5.04x 50.8x 36.7x 27.9x nmf 54.3x 31.7x 18.8% 16.3% Rally Software $19.45 na $474.8 $ x 5.24x 4.18x nmf nmf nmf nmf nmf nmf 25.3% (18.5%) Responsys $27.41 $290.8 $1,420.9 $1, x 6.48x 5.45x nmf nmf 47.0x nmf nmf nmf 18.9% 10.4% SciQuest $28.48 $353.9 $675.9 $ x 7.04x 5.71x nmf 36.1x 30.8x 34.0x nmf 39.0x 23.2% 19.5% ServiceSource International $8.38 $442.0 $679.6 $ x 1.88x 1.65x nmf 31.2x 20.7x 26.8x nmf 51.0x 14.2% 6.0% Tangoe $18.01 $449.6 $688.8 $ x 3.44x 2.93x 39.7x 21.8x 17.2x 40.1x 28.9x 20.6x 17.5% 15.8% Textura $29.94 na $737.4 $ x 14.97x 9.21x nmf nmf nmf nmf nmf nmf 62.6% (31.0%) Vocus $11.39 $359.8 $240.7 $ x 1.54x 1.50x nmf 14.0x 12.5x 18.6x nmf 46.0x 2.6% 10.9% Mean 6.47x 6.21x 4.87x 34.6x 23.6x 18.9x 26.9x 40.2x 36.5x 20.8% (1.6%) Median 3.61x 4.34x 3.55x 37.9x 20.1x 16.6x 26.8x 38.8x 39.0x 19.8% 8.5% Overall Mean 9.44x 9.09x 6.85x 28.9x 27.0x 24.5x 32.7x 35.6x 36.6x 24.9% 5.4% Mean 8.29x 8.22x 6.43x 28.2x 21.8x 20.7x 27.0x 33.8x 34.2x 22.9% 11.3% Sources: FactSet and Capital IQ as of December 31, 2013 Note: Responsys excluded from Mean / Median calculation due to Oracle acquisition Public Company Analysis 11

14 Stock Price and Revenue Multiple Over Time Groupings Based on Market Caps at December 31, 2012 Large-cap Market Market 12/31/12 52-Week Low Point 52-Week High Point 12/31/13 Percent Change in Stock Price Cap ($MM) Cap ($MM) Stock EV/LTM Stock EV/LTM Stock EV/LTM Stock EV/LTM 12/31/12 to 52-Week Low 52-Week High 12/31/12 12/31/13 Price Rev Price Rev Price Rev Price Rev 12/31/13 to 12/31/13 to 12/31/13 athenahealth $2,658.4 $5,001.9 $ x $ x $ x $ x 83.5% 79.8% (6.9%) Concur Technologies $3,718.5 $5,783.5 $ x $ x $ x $ x 52.8% 66.4% (9.7%) Cornerstone $1,490.7 $2,773.9 $ x $ x $ x $ x 80.5% 80.5% (3.9%) DealerTrack Holdings $1,226.7 $2,110.5 $ x $ x $ x $ x 67.4% 83.0% (4.4%) Medidata Solutions $1,015.2 $3,237.7 $ x $ x $ x $ x 54.4% 194.2% (5.3%) NetSuite $4,822.2 $7,693.9 $ x $ x $ x $ x 53.1% 58.0% (9.6%) RealPage $1,627.1 $1,816.0 $ x $ x $ x $ x 8.4% 38.5% (11.2%) Salesforce.com $23,870.2 $33,279.6 $ x $ x $ x $ x 31.3% 52.9% (5.4%) ServiceNow $3,754.4 $7,770.7 $ x $ x $ x $ x 86.5% 119.3% (4.1%) Ultimate Software $2,577.5 $4,279.0 $ x $ x $ x $ x 62.3% 67.3% (5.9%) Veeva Systems na $3,999.9 na na $ x $ x $ x na 2.1% (34.5%) Workday $9,047.0 $14,536.4 $ x $ x $ x $ x 52.6% 66.2% (1.5%) Midcap Bazaarvoice $668.1 $600.7 $ x $ x $ x $ x (15.3%) 24.3% (31.1%) BenefitFocus na $1,412.6 na na $ x $ x $ x na 54.7% (4.5%) Cvent na $1,463.1 na na $ x $ x $ x na 21.3% (21.1%) Demandware $811.9 $2,218.7 $ x $ x $ x $ x 134.7% 168.3% (1.6%) Ellie Mae $712.1 $738.8 $ x $ x $ x $ x (3.2%) 44.4% (19.2%) Fleetmatics $866.0 $1,594.1 $ x $ x $ x $ x 71.9% 104.6% (17.3%) Jive Software $934.5 $779.0 $ x $ x $ x $ x (22.6%) 16.6% (39.1%) LivePerson $734.1 $802.3 $ x $ x $ x $ x 12.8% 84.6% (2.4%) LogMeIn $555.9 $812.6 $ x $ x $ x $ x 49.7% 108.1% (2.9%) RingCentral na $1,143.2 $ x $ x $ x $ x 1.9% 16.6% (7.2%) SPS Commerce $547.2 $1,046.2 $ x $ x $ x $ x 75.2% 78.9% (18.4%) Synchronoss $802.7 $1,216.6 $ x $ x $ x $ x 47.3% 45.9% (20.9%) Wix na $982.7 na na $ x $ x $ x na 65.8% (7.1%) Small-cap ChannelAdvisor na $945.7 na na $ x $ x $ x na 192.7% (5.4%) Constant Contact $434.0 $952.6 $ x $ x $ x $ x 118.6% 164.4% (0.9%) E2open $354.8 $633.8 $ x $ x $ x $ x 68.9% 94.9% (9.4%) Halogen na $268.0 na na $ x $ x $ x na 11.9% (18.2%) IntraLinks Holdings $336.0 $670.4 $ x $ x $ x $ x 96.3% 119.4% (3.1%) Marin Software na $334.1 na na $ x $ x $ x na 20.5% (48.7%) Marketo na $1,429.9 na na $ x $ x $ x na 115.5% (11.2%) Mix Telematics na $369.0 $ x $ x $ x $ x 40.3% 81.4% (27.4%) Qualys $464.6 $745.3 $ x $ x $ x $ x 56.3% 127.7% (7.2%) Rally Software na $474.8 na na $ x $ x $ x na 25.8% (41.2%) Responsys $290.8 $1,420.9 $ x $ x $ x $ x 359.9% 333.7% (1.4%) SciQuest $353.9 $675.9 $ x $ x $ x $ x 79.6% 83.7% (7.6%) ServiceSource $442.0 $679.6 $ x $ x $ x $ x 43.2% 57.2% (38.8%) Tangoe $449.6 $688.8 $ x $ x $ x $ x 51.7% 54.2% (30.9%) Textura na $737.4 na na $ x $ x $ x na 52.1% (36.6%) Vocus $359.8 $240.7 $ x $ x $ x $ x (34.5%) 41.5% (36.8%) Sources: FactSet and Capital IQ as of December 31, Public Company Analysis

15 Venture Capital Activity The total number of venture investments increased 38% when comparing 2013 with 2012, while dollar volume was up 21% for the same periods. Annual Venture Capital SaaS Activity Transaction Value ($ in millions) Transaction Value # of Transactions Number of Transactions $5, $4, $3, $2, $1, $ Tranaction Value $1,296 $961 $941 $2,066 $3,255 $3,953 # of Transactions Source: Capital IQ and VentureSource Quarterly Venture Capital SaaS Activity # of Transactions Transaction Value Transaction Value ($ in millions) $1,500 $1,200 $900 $600 $300 $0 Number of Transactions Q1 11 Q2 11 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 Q4 12 Q1 13 Q2 13 Q3 13 Q4 13 Tranaction Value $332 $356 $712 $666 $1,194 $536 $685 $840 $1,194 $536 $685 $840 # of Transactions Source: Capital IQ and VentureSource Venture Capital Activity 13

16 The number of investments for 2013 decreased slightly compared with 2012 across all stages of investment. The median transaction size saw a meaningful increase for earlier stage investments (Series B and below). Number of SaaS Transactions by Round Series A Series B Series C Later-Stage Sources: Capital IQ and VentureSource Median SaaS Transaction Size by Round ($ in millions) $30 $25 $20 $15 $10 $5 $0 $ $25 $22 $17 $16 $12 $8 $4 Series A Series B Series C Later-Stage Sources: Capital IQ and VentureSource 14 Venture Capital Activity

17 William Blair & Company Selected Cloud Transactions Selected M&A Transactions Not Disclosed Not Disclosed has agreed to be acquired by has been acquired by $115,000,000 Not Disclosed Not Disclosed Not Disclosed has been acquired by has been acquired by has been acquired by has been acquired by Selected Public Equity Transactions $203,597,066 $289,875,586 $286,645,242 $695,594,375 $115,848,192 &Follow-On Offerings &Follow-On Offering &Follow-On Offering &Follow-On Offerings $234,939,011 $70,312,500 $111,298,383 $91,351,224 & Follow-On Offering & Follow-On Offering $318,436,530 $156,975,000 $266,512,000 $206,816,000 $126,500,000 &Follow-On Offering & Follow-On Offering & Follow-On Offering Selected Private Equity Transactions Not Disclosed Not Disclosed Not Disclosed $50,000,000 TM received a significant investment from Private Equity Preferred Stock Series E Preferred Stock Convertible Preferred Stock William Blair & Company Selected Cloud Transactions 15

18 William Blair & Company Cloud Contacts Dan Connolly, is a managing director and partner and the co-head of the software investment banking practice at William Blair. Dan joined William Blair in 1999 and was named partner in Previously, Dan spent three years in the M&A group at Merrill Lynch & Company. During his career, Dan has successfully completed more than 90 acquisition and financing transactions throughout the world, for which he has received industry recognition, including the 2011 M&A Atlas Technology & Telecom Deal of the Year and the Under 40 M&A Advisor Recognition Award. Dan graduated from the University of Notre Dame where he was twice elected class president, and he received his M.B.A. from Harvard Business School. [email protected] Chris Lane is a managing director and co-head of the software investment banking practice at William Blair. Chris joined William Blair in Before joining William Blair, Chris spent 12 years with Jefferies in Silicon Valley; before that, he was at Deutsche Bank for 4 years. Chris has led many transformative M&A and capital market transactions in the technology sector, including the sales of Paradigm to Apax Partners; Radiant Systems to NCR; Layer 7 to CA; and i2 to IBM. Chris received a B.A. from Colgate University and an M.B.A. from Northwestern University s Kellogg School of Management. [email protected] Andrew Arno, director of William Blair s West Coast investment banking team based in San Francisco, joined the firm in From 2000 to 2002, he was an investment banking associate at WR Hambrecht+Co. in the technology group. From 1997 to 2000, he worked at The Shattan Group LLC, a boutique investment bank focused on private equity placements. He received his B.A. from Columbia University his M.B.A. from the Haas School of Business at University of California, Berkeley. [email protected] Scott Mattson, director of the software and mobility group at William Blair, is based in Boston and joined William Blair in Previously, Scott worked at Canaccord Genuity in the technology team for five years covering location technology, software, Internet, and digital media companies. Scott has significant transaction experience including merger and acquisition advisory and public and private financings. Before his investment banking career, Scott was a lieutenant in the Navy where he was responsible for the procurement, maintenance, and modernization of nuclear-powered submarines. Scott graduated with distinction from the United States Naval Academy with a B.S. in economics and earned his M.B.A. from the University of Maryland while serving in the Navy. [email protected] Peter Dalrymple, vice president in the technology investment banking group at William Blair in Boston, joined William Blair in Previously, Peter spent three years in the technology investment banking group at Canaccord Genuity focused on software, Internet, and digital media companies. Before his investment banking career, Peter was an associate with Pelion Venture Partners and also served as the Central and Southeast European country manager for the U.S. Trade & Development Agency. Peter graduated from Bates College with a B.S. in political science and earned an M.B.A. in finance from Northeastern University. [email protected] Raphael Grunschlag, managing director and head of European technology banking, has been an investment banker with William Blair since 2012 and focuses on expanding the firm s technology practice across Europe and the Middle East. He has more than 16 years of investment banking experience and advised on more than $24 billion of transactions, across M&A, ECM, and debt financings. Before joining William Blair, Raphael served as head of European technology investment banking at Bank of America Merrill Lynch ( ), led the European Internet and software team for the CSFB Technology Group ( ), and previously worked at Hambrecht & Quist ( ). Raphael holds a master s degree in international affairs from Columbia University s School of International and Public Affairs and a B.A. in Middle East and Asian languages and cultures from Columbia. [email protected] Andy Kaye, joined William Blair in 2009 as head of Asian banking, based in Shanghai, China. Andy has held positions at CIBC World Markets, where he was regional head, and Robertson Stephens, where he led industry groups in Europe and was the head of Israeli banking. Andy holds an M.B.A. with honors from Fordham University, New York and a B.A. in accounting and marketing from Tel Aviv. [email protected] William Blair & Company Cloud Contacts

19 William Blair & Company SaaS Equity Research Coverage SaaS Equity Research Company Ticker Analyst athenahealth ATHN Ryan Daniels Concur Technologies CNQR Bhavan Suri Cornerstone OnDemand CSOD Justin Furby Demandware DWRE Justin Furby E2open EOPN Bhavan Suri Ellie Mae ELLI Brandon Dobell Fleetmatics FLTX Bhavan Suri MiX Telematics MIXT Bhavan Suri NetSuite N Justin Furby Rally Software RALY Bhavan Suri RealPage RP Brandon Dobell Responsys MKTG Justin Furby salesforce.com CRM Bhavan Suri SciQuest SQI Bhavan Suri ServiceSource SREV Bhavan Suri SPS Commerce SPSC Bhavan Suri Textura TXTR Bhavan Suri Ultimate Software ULTI Justin Furby Workday WDAY Justin Furby William Blair & Company SaaS Equity Research Coverage 17

20 Disclosures William Blair is a trade name for William Blair & Company, L.L.C. and William Blair International, Limited. William Blair Company, L.L.C., is a Delaware Company and is regulated by the Securities and Exchange Commission, the financial industry regulatory authority, and other principal exchanges. William Blair International Limited is authorised and regulated by the Financial Services Authority ("FSA") in the United Kingdom. William Blair & Company only offers products and services where it is permitted to do so. Some of these products and services are only offered to persons or institutions situated within the United States and are not offered to persons or institutions outside of the United States. This material has been approved for distribution in the United Kingdom by William Blair International Limited, and is directed only at, professional clients and eligible counterparties (as defined in cobs 3.5 and 3.6 of the FDA handbook). This advertisement is not intended to be investment advice. William Blair & Company 222 West Adams Street Chicago, Illinois williamblair.com 18 Disclosures January 13, 2014

21 International Frankfurt William Blair International, Limited An der Hauptwache Frankfurt am Main Germany Headquarters Chicago 222 West Adams Street Chicago, IL [email protected] williamblair.com United States Boston 125 High Street Oliver Street Tower Suite 1901 Boston, MA Hartford Putnam Place 100 Great Meadow Road Suite 606 Wethers ield, CT New York 666 Fifth Avenue 14th Floor New York, NY San Francisco 343 Sansome Street 12th Floor San Francisco, CA Wilmington 500 Delaware Avenue Suite 720 Wilmington, DE London William Blair International, Limited The Broadgate Tower 20 Primrose Street 17th Floor London EC2A 2EW United Kingdom Equity Sales: Corporate Finance: William Blair International, Limited 40 Bruton Street London W1J 6QZ United Kingdom Investment Management: São Paulo William Blair do Brasil Assessoria Financeira Ltda. Av. Brigadeiro Faria Lima 3729, room 511 São Paulo, SP Brazil Shanghai William Blair & Company, L.L.C. Shanghai Representative Of ice Unit 16-18, 11th Floor Building One, Corporate Avenue 222 Hubin Road Shanghai P.R. China Zurich William Blair & Company, L.L.C. Stockerstrasse 46 CH-8002 Zurich Switzerland Institutional Sales: Investment Management:

22 About William Blair Investment Banking William Blair s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, special situations and restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. In 2012, the investment banking group completed 76 merger-and-acquisition transactions worth more than $13.8 billion in value, involving parties in 21 countries and five continents, and was an underwriter on over 20% of all U.S. initial public offerings.