Travel & Hospitality POS Software Mergers & Acquisitions Monthly Industry Update. September 2013

Travel & Hospitality POS Software Mergers & Acquisitions Monthly Industry Update September 2013

Travel & Hospitality The US Point of Sale Software market generated an estimated $1.2 billion in 2012 revenues and is projected to grow to $1.4 billion annually by 2017, POS Software industry consolidation of recent years is expected to continue while boosting industry-wide profitability. POS Software most notably serves: Retail (inventory tracking); Hospitality (reservation and facilities management); Foodservices (reservation and facilities management ; inventory tracking), and Wholesaling (inventory tracking). Key industry drivers include: demand from accommodation and food services sectors, including fast food restaurants; demand from retail sector for POS software developers; numbers and profitability of businesses, and private investments in computers and software. Recessions slow growth on two fronts: reducing per capita disposable income while causing businesses to shutter locations. Retail POS Software supports POS terminals incorporating computers, monitors, cash drawers, receipt printers, barcode scanners and payment card readers. Touch screen and self-service kiosk technologies are increasingly prevalent. Key players include: Micros Systems, Epicor, JDA Software, Oracle (360 Commerce), and SAP (Triversity). Hospitality POS Software often is customized to support a variety of property management functions (labor & inventory management, consumer-based reservation systems, etc.). Large hotel and motel chains internally-developed POS systems and alternative software packages often are key competitors. Key players include: Agilysys, Micros Systems, Par Technology, Multi-Systems, Newmarket, Northwind, Protel, Softbrands, and multinational hotel chains internally-developed platforms. Foodservice POS Software is revolutionizing foodservice by decreasing service times and increasing order efficiencies. Recent innovations include wireless POS technologies and the integration of tablet computers into high-volume restaurants to facilitate real-time aggregation and dissemination of kitchen and bar orders. Key players include NCR Corporation, Par Technology, Agilysys, Casio, Dell, HP, IBM, Toshiba, Panasonic, Sharp and Positouch. POS bundled solutions increasingly incorporate Software-as-a-Service (SaaS) within their platforms to achieve real-time, Cloud-based functionality as regards sales transactions, inventory control, reporting and customer data management. Mobile/Cloud computing is making POS software accessible across computers, smart phones, tablets, etc. via Square, Intuit s GoPayments and NCR s Silver. Source: Capital IQ as of 9/3/13 2

Industry Snapshot: Travel & Hospitality Notable M&A Activity 8.29.13. Tripyard Travel Services acquired Traveller.org. Traveller.org, an online travel company, owns an operates travel website tripyard.com. Financial terms were not disclosed. Capital Markets As of 9/3/13 1 Week 4 Weeks YTD 52 Weeks Travel & Hospitality Software Index 0.68% -1.29% 24.71% 30.78% Software-as-a-Service Index 9.63% 4.85% 20.50% 25.72% S&P 500 0.29% -3.02% 12.13% 16.71% 8.20.13. T. Rowe Price Group acquired a 25% stake in GrubHub Seamless, a former Aramark subsidiary that is an online and mobile food ordering platform enabling customers to order delivery or pickup meals from various restaurants in NYC, WDC, Boston, Chicago, LA, San Francisco, Philadelphia and other US cities. Financial terms were not disclosed. 7.24.13. Yelp, Inc. acquired SeatMe, Inc. for $12.63 million. SeatMe s restaurant management software helps manage reservations, guests and floor via ipad. Its online dashboard enables it to access books worldwide. Its guestbook tracks guests schedules, preferences and tastes. 7.19.13. Apple, Inc. acquired Hopstop.com, Inc. (Financial terms were not disclosed.). HopStop.com, Inc., a location-based travel service company, provides door-to-door walking, biking, transit, taxi and hourly car rental directions to city residents and tourists in the US, Canada, England, France, Russian Federation and worldwide. It facilitates intracity and city-to-city travel by aggregating various transit systems into one streamlined navigational user experience. 7.16.13. Concur Technologies, Inc. acquired GDSX, Ltd. (Financial terms were not disclosed.). GDSX, Ltd. provides software solutions to agencies, travel management companies and online travel companies worldwide. It offers COMPLEAT, a mid-office travel automation software; COMPLEAT Express, an entry-level mid-office automation; COMPLEAT Managed, which delivers mid-office automation; CETAS, a multi-level pre-trip approval solution; TripLink, a centralized trip repository solutions; and TravPay, a travel payment solution. 6.10.13. Agilysys, Inc. acquired TimeManagement Corp. (Financial terms were not disclosed.). TimeManagement provides TMx integrated workforce management software for forecasting, scheduling, employee self-service, time and attendance, HR and reports for food service and hospitality operators. Its support services include a 24/7/365 hotline, online resource center, hosted solution, tutorials and professional service. Source: Capital IQ as of 9/3/13 3

Industry Snapshot: Travel & Hospitality Travel & Hospitality ($ Millions except EPS) Quarter Ending Consensus Revenue Consensus EPS Actual Revenue Actual EPS Difference vs. Estimated Revenue Difference vs. Estimated EPS 6/30/2013 $25.5 $0.00 $24.5 $0.02-3.9% N/A 6/30/2013 $1,025.4 $0.49 $1,018.6 $0.47-0.7% -3.5% 6/30/2013 $680.9 $0.23 $633.5 -$0.21-7.0% -191.8% 6/30/2013 $91.1 $0.03 $92.5 -$0.03 1.5% -197.6% 6/30/2013 $328.9 $0.61 $315.1 $0.56-4.2% -7.8% 6/30/2013 $1,541.7 $0.66 $1,535.0 $0.52-0.4% -21.0% 6/30/2013 $45.6 $0.43 $45.5 $0.31-0.1% -27.9% 6/30/2013 $67.6 $0.07 $59.5 $0.17-11.9% 142.9% 6/30/2013 $88.9 $0.13 $89.0 $0.01 0.1% -89.6% 6/30/2013 $740.7 $0.69 $747.0 $0.74 0.9% 7.0% Source: Capital IQ as of 9/3/13 4

Industry Snapshot: SaaS Software SaaS Software ($ Millions except EPS) Quarter Ending Consensus Revenue Consensus EPS Actual Revenue Actual EPS Difference vs. Estimated Revenue Difference vs. Estimated EPS 6/30/2013 $139.1 $0.24 $138.7 $0.05-0.3% -78.9% 6/30/2013 $220.7 $0.31 $222.4 $0.17 0.8% -46.2% 6/30/2013 $52.5 $0.02 $55.0 -$0.08 4.7% -618.4% 6/30/2013 $44.1 $0.05 $48.5 $0.03 10.1% -36.0% 7/31/2013 $887.0 $0.10 $892.6 -$0.12 0.6% -210.3% 6/2/2013 $246.9 $0.18 $245.8 $0.05-0.4% -70.5% 6/30/2013 $97.2 $0.30 $97.5 $0.18 0.3% -40.2% Source: Capital IQ as of 9/3/13 5

Capital Markets: Last 52 Weeks Index Performances 50.00% 40.00% 30.00% T&H +37.77% SaaS +32.75% 20.00% 10.00% S&P 500 +22.59% 0.00% -10.00% -20.00% S&P 500 Index (^SPX) - Index Value Travel & Hospitality Software Index Software-as-a-Service Index Source: Capital IQ as of 9/3/13 6

Capital Markets: Stock Performance Data as of Market Close Tuesday, September 03, 2013 Last 4 Weeks Last 52 Weeks OpenTable 12.3% OpenTable 74.6% salesforce.com 9.2% Wincor Nixdorf 72.3% MICROS 2.3% NCR 57.8% PAR Technology 0.7% IntraLinks 51.0% Agilysys 0.0% Responsys 50.2% Concur Technologies -0.6% Amadeus IT Holding 47.4% RealPage -0.9% Ultimate Software 42.4% NCR -1.3% salesforce.com 36.9% Digital River -2.2% Agilysys 36.5% Ultimate Software -2.7% Concur Technologies 35.2% Wincor Nixdorf -3.1% S&P 500 16.7% S&P 500-3.4% Informatica 5.6% Amadeus IT Holding -4.1% Digital River 2.9% Informatica -5.8% MICROS -3.6% TIBCO Software -6.1% PAR Technology -13.9% Responsys -8.9% Diebold -15.5% Diebold -10.3% RealPage -18.1% IntraLinks -10.8% TIBCO Software -24.9% (20%) (15%) (10%) (5%) 0% 5% 10% 15% (40%) (20%) 0% 20% 40% 60% 80% Index SaaS Travel & Hospitality Softw are Source: Capital IQ as of 9/3/13 7

Travel & Hospitality: 4 Week and 52 Week Stock Performances Company 9/3/13 Close % 52 Week High 4 Week Change 52 Week Change $11.36 79.8% 0.00% 36.54% $32.86 94.3% -2.99% 40.72% $28.08 79.3% -10.32% -15.52% $17.17 84.6% -2.17% 2.94% $49.31 92.7% 2.28% -3.62% $35.53 94.1% -1.28% 57.84% $1,639.77 95.9% -3.39% 16.71% Comments On 8/9/13, Agilysys promoted Janine Seebeck to SVP, CFO and Treasurer. Ms. Seebeck succeeded Robert Ellis who served as COO and CFO until his August 2013 departure. Moody s upgraded Amadeus to Baa2 from Baa3 in June 2013. S&P Ratings Services raised its long-term and short-term rating on Amadeus to BBB/A-2 from BBB-?A-3 in May 2013, Diebold projected a 5% to 7% decline in FY 13 revenue with $0.79 to $0.89 EPS on a non-gaap basis that includes a $0.51 tax valuation allowance charge. FY 12 sales totaled $2.9 B. Digital River projects 2% to 5% revenue growth in FY 13 with a GAAP net loss ranging from $0.67 to $0.54 per share. It reported $386.2 MM in FY 12 revenues, MICROS FY 14 guidance - $1.295 B to $1.320 B revenues and non-gaap EPS of $2.46 to $2.50 is in line with analyst expectations. NCR reaffirmed 9% to 11% FY 13 revenue growth vs. FY12 on a constant currency basis and GAAP operating income of $546 million to $566 million and GAAP diluted EPS of $2.08 to $2.16. The S&P and other major US stock market indices continued to set records through late August 2013. Source: Capital IQ 9/3/13 8

Travel & Hospitality: 4 Week and 52 Week Stock Performances Company 9/3/13 Close % 52 Week High 4 Week Change 52 Week Change $74.98 95.7% 12.33% 74.58% $4.39 78.5% 0.69% -13.92% Comments OpenTable projects FY 13 revenues of $186.2 MM to $190.1 MM, non-gaap adjusted EBITDA of $77.4 MM to $81.9 MM, and GAAP EPS in the range of $1.17 to $1.30. BAE Systems awarded PAR subsidiary Rome Research Corp. a $9.5 MM, 25-month subcontract for the Operation and Maintenance of Multiple Communications Facilities Operating Under Naval Computer and Telecommunications Area Master Station Pacific (NCTAMS PAC) Program. $20.91 77.5% -0.95% -18.06% $63.76 94.7% -2.02% 64.52% $1,639.77 95.9% -3.39% 16.71% For FY 13, RealPage forecasts non-gaap revenues of $385.0 million to $390.0 million, adjusted EBITDA of $90.0 million to $93.0 million and non-gaap net income of $43.9 million to $45.7 million, or $0.58 to $0.60 per diluted share. Wincor Nixdorf has expanded its range of robust, compact ProCash ATMs with new weatherized system. ProCash 285 s simple, intuitive design enables easy cash withdrawals. The ProCash 285 system easily can be adapted to meet diverse, rapidly-changing customer needs. The S&P and other major US stock market indices continued to set records through late August 2013. Source: Capital IQ 9/3/13 9

Software-as-a-Service: 4 Week and 52 Week Stock Performances Company 9/3/13 Close % 52 Week High 4 Week Change 52 Week Change $99.18 95.2% -0.62% 35.23% $35.81 89.8% -5.79% 5.60% $8.11 80.7% -10.78% 51.02% $14.27 84.3% -8.88% 50.21% $49.58 98.9% 9.16% 36.92% Comments Concur reaffirmed 29% revenue growth for 4Q 13 vs. 4Q 12 and 23% revenue growth for FY 13 vs. FY 12 s $440 MM. It also acquired travel data/travel management firm TRX, Inc. Informatica s projects $895 MM to $935 MM in FY 13 revenues and non-gaap EPS of $1.35 to $1.46. In June, it introduced Vibe, its embeddable virtual data machine (VDM). IntraLinks projects FY 13 revenues of $221 MM to $225 MM, GAAP operating losses between $14.8 MM and $18.8 MM and with non-gaap adjusted EBITDA of $7.5 MM to $9.0MM. Responsys projected FY 13 revenues of $195 MM to $198 MM, and $0.15 per diluted share non-gaap net income. Increased revenues reflect improved traction with new/established clients. Salesforce projects FY 14 revenues of $4.0 B to $4.025 B and a GAAP net loss per share of $0.44 to $0.42. $23.07 70.0% -6.14% -24.90% $142.33 95.5% -2.68% 42.40% $1,639.77 95.9% -3.39% 16.71% TIBCO named Matt Langdon CFO in July 2013. It also acquired StreamBase Systems, a privately-held provider of event processing and real-time analytics software. Ultimate Software projects $103.0 million in 3Q 13 revenues and a 23% increase in FY 13 revenue growth vs. $332 MM in FY 2012. The S&P and other major US stock market indices continued to set records through late August 2013. Source: Capital IQ 9/3/13 10

Estimated Liquidity Calculations (Travel & Hospitality) ($ millions) Travel & Hospitality Index 3x LTM EBITDA $22.99 $4,604.00 $469.62 $87.50 $757.15 Plus Cash $70.61 $574.42 $282.57 $422.85 $486.02 Less LT Debt $0.00 -$2,081.12 -$616.86 -$304.56 $0.00 Estimated Liquidity $93.60 $3,097.30 $135.33 $205.79 $1,243.17 3x LTM EBITDA $1,614.00 $162.41 -$7.03 $166.59 $777.42 Plus Cash $460.00 $80.88 $9.59 $34.32 $51.66 Less LT Debt -$2,085.00 $0.00 -$1.00 $0.00 -$121.76 Estimated Liquidity -$11.00 $243.29 $1.55 $200.91 $707.32 Software-as-a-Service Index 3x LTM EBITDA $139.15 $503.36 $8.16 $50.40 $217.35 Plus Cash $496.95 $193.05 $42.48 $106.56 $1,927.99 Less LT Debt -$376.83 $0.00 -$0.19 $0.00 -$1,029.50 Estimated Liquidity $259.28 $696.41 $50.44 $156.96 $1,115.85 3x LTM EBITDA $576.78 $159.16 Plus Cash $662.77 $81.19 Less LT Debt -$532.14 -$0.93 Estimated Liquidity $707.41 $239.42 Source: Capital IQ as of 9/3/13 11

Select Global Travel & Hospitality and SaaS Transactions Closed Target/Issuer (Seller) Buyers/Investors Industry Classifications [Target/Issuer] 8/29/13 Traveller.org Tripyard Travel Services Hotels, Restaurants and Leisure 8/20/13 GrubHub Seamless T. Row e Price Group, Inc. (NasdaqGS:TROW) 8/12/13 Causata Inc. (Accel Management Co.) NICE Systems Ltd. (TASE:NICE) Hotels, Restaurants and Leisure Customer Relationship Management (CRM) Softw are 7/30/13 igottaguide, Inc. GetYourGuide AG Hotels, Restaurants and Leisure % Sought Implied Enterprise Value ($ MM) Implied EV/Rev. (x) Implied EV/EBITDA (x) Business Description [Target/Issuer] 100.0% - - - As of August 29, 2013, Tripyard Travel Services acquired US-based Traveller.org. Traveller.org, an online travel company, ow ns and operates travel w ebsite tripyard.com. 25.0% - - - GrubHub Seamless, a former ARAMARK Corp. subsidiary founded in 1999, is an online and mobile food ordering platform enabling customers to order delivery or pickup from various restaurants. Customers may brow se menus, view ratings, read review s, get discounts, and discover new restaurants in NYC, WDC, Boston, Chicago, San Francisco, LA, Philadelphia, and other US cities. GrubHub formerly w as know n as Seamless North America, LLC. 100.0% - - - Causata Inc. develops and delivers softw are that connects, assembles, and transforms customer data into portable real-time intelligence. Its on-site or hosted solutions automatically distill and inject real-time customer intel directly into touchpoint systems, structuring customer data from various sources specifically for prediction and optimization, and enabling low -latency decisions. It supports travel clients (hotel, airline, car rental and other services); media clients/online publishers; big box retailers and financial services firms among others. San Mateo, CA-based Causata w as incorporated in 2008. 100.0% - - - GetYourGuide AG acquired igottaguide, w hich operates as a platform connecting local and visiting tourists to professional and amateur tour guides w ithin a city. Founded in 2011 igottaguide is based in NYC. 12

Select Global Travel & Hospitality and SaaS Transactions (continued) Closed Target/Issuer (Seller) 7/24/13 SeatMe, Inc. (Maveron LLC; BoxGroup) Buyers/Investors Yelp, Inc. (NYSE:YELP) 7/19/13 Hopstop.com, Inc. (Rhodium) Apple Inc. (NasdaqGS:AAPL) 7/16/13 GDSX, Ltd. Concur Technologies, Inc. (NasdaqGS:CNQR) Industry Classifications [Target/Issuer] Restaurant Industry Softw are Hotels, Restaurants and Leisure % Sought Implied Enterprise Value ($ MM) Implied EV/Rev. (x) Implied EV/EBITDA (x) Business Description [Target/Issuer] 100.0% 12.63 - - SeatMe restaurant softw are management handles reservations, guests and floor from ipad. Its online dashboard allow s access to books w orldw ide. Its guestbook tracks guests schedules, preferences and tastes. San Francisco-based SeatMe w as founded in 2011. 100.0% - - - Hopstop.com, a location-based travel service firm, provides door-to-door w alking, biking, transit, taxi and hourly car rental directions to city residents and tourists in the US, Canada, UK, France, Russia, and internationally. It facilitates intra-city and city-to-city travel by aggregating various transit systems into streamlined navigational user experiences w hile also offering Web- and mobile-point-topoint directions and mapping services. NYC-based Hopstop w as founded in 2004. Tourism Industry Softw are 100.0% - - - GDSX provides softw are solutions to agencies, travel management firms, and online travel agencies w orldw ide. Its COMPLEAT is a mid-office travel automation softw are; COMPLEAT Express (entry-level mid-office); COMPLEAT Managed offers the mid-office automation; CETAS (multilevel pre-trip approvals); TripLink, (centralized trip repository), and TravPay payment solution. Allen, TXbased GDSX w as founded in 2002. It now operates as a subsidiary of Concur Technologies, Inc. 13

About The McLean Group Founded in 1997, The McLean Group is a national, middle market investment bank with deep expertise in a variety of industry verticals. Headquartered in McLean, VA, The McLean Group is among the largest independent middle market investment banks in the region. Our core advisory services include: Mergers & Acquisitions The McLean Group uses its considerable experience and expertise in the aerospace, defense and government services industry to guide its clients through each stage of the mergers & acquisitions (M&A) process and ultimately identify the most probable and suitable candidates to complete transactions under the most favorable terms. Business Valuation & Litigation Support As a core competency and complement to its M&A business, The McLean Group provides business valuation services, including intangible asset and financial security valuations for a variety of transactions, financial reporting and tax purposes. In addition, The McLean Group has the experience and credentials necessary to support litigation proceedings, including quantifying economic damages and valuing a minority interest in a business. Capital Formation The McLean Group arranges private equity, venture capital, senior debt and subordinated debt to support clients expansions, M&A, refinancings, recapitalizations, leveraged buyouts and other shareholder liquidity objectives. Strategic Consulting The McLean Group's Strategic Consulting business provides transaction, financial and interim management services to companies ranging from start-up entities to publicly-held corporations across an assortment of industries. McLean Securities, a wholly-owned affiliate of The McLean Group, is a registered broker/dealer with the Financial Industry Regulatory Authority (FINRA) and a Member, Securities Investor Protection Corporation (SIPC). 14

Travel & Hospitality M&A Transactions 15

Travel & Hospitality Valuation Engagements 16

Travel & Hospitality Valuation Engagements (continued) 17

Contact Information Travel & Hospitality Team The McLean Group 7900 Westpark Drive, Suite A320 McLean, VA 22102 Main: 703.827.0200 Fax: 703.827.0175 Dennis Roberts Chairman & Managing Principal droberts@mcleanllc.com Joe Golden Principal jgolden@mcleanllc.com Mark Dayman Managing Director mdayman@mcleanllc.com Sue Keil Vice President skeil@mcleanllc.com Jeff Conn Director jconn@mcleanllc.com Joe Loughran Director jloughran@mcleanllc.com Disclaimer: The McLean Group does not provide accounting, tax or legal advice. The contents of this document are believed to be reliable, however The McLean Group, LLC makes no representation as to the accuracy or completeness of this information. 18