Shea & Company, LLC Member FINRA & SIPC Copyright © 2012 Boston 200 Clarendon Street, Floor 25 Boston, MA Michael H.M. Shea Managing Director Christopher J. Pingpank Principal San Francisco One Ferry Building, Suite 255 San Francisco, CA Michael S. Barker Managing Director Quarterly Enterprise Software Market Review 3Q 2012

Copyright © 2012 Shea & Company, LLC 1 Contents M&A Activity Software M&A Activity Overviewp. 2 Software Acquisitions: Trend Analysisp. 3 Publicly-Available Software M&A Transaction Datap. 4 Announced Software Acquisitions: 3Q 2012p. 5 Most Active Software Acquirersp. 8 Public Equity Market Valuations Public Equity Market Valuations Overviewp. 14 Equity Trading Multiples by Growth Tranche p. 15 Equity Trading Multiples by Segment p. 16 Equity Trading Multiples by Comparable Subset p. 21 Public & Private Equity Financing Activity Capital Raise Activity: 3Q 2012 p. 23 Software IPO Pricing & Performance Datap. 26 IPO Pipelinep. 27

Copyright © 2012 Shea & Company, LLC EnterpriseEV / Revenue TargetAcquirer Value CYFY AribaSAP$1,390n/a Quest Dell $1,2803.5x3.0x YammerMSFT $1,031n/a ParadigmApax & JMI$425n/a Buddy MediaSFDC$3925.2x4.5x DemandforceIntuit$272n/a $250n/a M&A Activity Software M&A Activity Overview Summary Transaction Activity ($ millions) 2 Notable Announced Transactions: 3Q 2012 ($ millions) Note: Business Applications includes: ERP & Business Applications; Technical & Embedded Applications Information Management includes: Business Intelligence; Content Management Infrastructure includes: Application Delivery & Network Acceleration; Platforms, Development Tools & Deployment; Storage Management; Systems & Network Management Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 3 M&A Activity Software Acquisitions: Trend Analysis By Transaction Size: 2011 – 2012 YTD By Target Segment: 2011 – 2012 YTD Note: Business Applications includes: ERP & Business Applications; Technical & Embedded Applications Information Management includes: Business Intelligence; Content Management Infrastructure includes: Application Delivery & Network Acceleration; Platforms, Development Tools & Deployment; Storage Management; Systems & Network Management Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 4 M&A Activity Publicly-Available Software M&A Transaction Data Note: Includes only transactions for which data was publicly available P/E multiples in excess of 100x or less than 0x are considered to be not meaningful Source: Company releases, Wall Street research 3Q 2012 ($ millions)

Copyright © 2012 Shea & Company, LLC M&A Activity Announced Software Acquisitions: 3Q 2012 Source: Company releases, Wall Street research 5 ($ millions)

Copyright © 2012 Shea & Company, LLC 6 M&A Activity Announced Software Acquisitions: 3Q 2012 continued ($ millions) Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 7 M&A Activity Announced Software Acquisitions: 3Q 2012 continued ($ millions) Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 8 M&A Activity Most Active Software Acquirers Note: “Known acquired value” includes only transactions for which data was publicly available (2007 – 2012 YTD) 2007 – 2012 YTD ($ millions) EMC Cisco Dell Salesforce HP IBM Intel Intuit Microsoft Oracle SAP Symantec VMware Continued CA

Copyright © 2012 Shea & Company, LLC 9 M&A Activity Most Active Software Acquirers continued 2007 – 2012 YTD ($ millions) Continued EMC Cisco Dell Salesforce HP IBM Intel Intuit Microsoft Oracle SAP Symantec VMware CA Note: “Known acquired value” includes only transactions for which data was publicly available (2007 – 2012 YTD)

Copyright © 2012 Shea & Company, LLC 10 M&A Activity Most Active Software Acquirers continued [a] Acquired by McAfee prior to Intel acquisition Note: “Known acquired value” includes only transactions for which data was publicly available (2007 – 2012 YTD) 2007 – 2012 YTD ($ millions) Continued EMC Cisco Dell Salesforce HP IBM Intel Intuit Microsoft Oracle SAP Symantec VMware CA

Copyright © 2012 Shea & Company, LLC 11 M&A Activity Most Active Software Acquirers continued [a] Acquired by Sun Microsystems prior to Oracle acquisition Note: “Known acquired value” includes only transactions for which data was publicly available (2007 – 2012 YTD) 2007 – 2012 YTD ($ millions) Continued EMC Cisco Dell Salesforce HP IBM Intel Intuit Microsoft Oracle SAP Symantec VMware CA

Copyright © 2012 Shea & Company, LLC 12 M&A Activity Most Active Software Acquirers continued 2007 – 2012 YTD ($ millions) [a] Acquired by Sun Microsystems prior to Oracle acquisition Note: “Known acquired value” includes only transactions for which data was publicly available (2007 – 2012 YTD) EMC Cisco Dell Salesforce HP IBM Intel Intuit Microsoft Oracle SAP Symantec VMware CA Continued

Copyright © 2012 Shea & Company, LLC 13 M&A Activity Most Active Software Acquirers continued Note: “Known acquired value” includes only transactions for which data was publicly available (2007 – 2012 YTD) 2007 – 2012 YTD ($ millions) EMC Cisco Dell Salesforce HP IBM Intel Intuit Microsoft Oracle SAP Symantec VMware CA

Copyright © 2012 Shea & Company, LLC 14 Public Equity Market Valuations Public Equity Market Valuations Overview Mean Valuations by SegmentNotable Software Vendor Performance Trends ($ millions, except per share) Notes: [a] Over 25% revenue growth projected for CY13 [b] Over 40% EBITDA margin projected for CY12 Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 15 Public Equity Market Valuations Equity Trading Multiples by Growth Tranche Market Valuations of Publicly-Traded Software Companies by Growth Tranche Forward Year Median EV / Revenue by Growth Tranche Forward Year Median P/E by Growth Tranche

Copyright © 2012 Shea & Company, LLC 16 Public Equity Market Valuations Equity Trading Multiples by Segment Notes: [a] Wall Street consensus estimates [b] EV/EBITDA multiples in excess of 50x or less than 0x and P/E multiples in excess of 100x or less than 0x are considered to be not meaningful [c] Acquisition pending Source: Company releases, Wall Street research ($ millions) Business Intelligence Global Diversified Application Delivery & Network Acceleration Content Management ERP & Business Applications Financial Applications Human Capital Management IT Security Management Network Infrastructure Platforms, Development Tools & Deployment Storage Management Systems & Network Management Technical & Embedded Applications High Growth Highly-Profitable Software-as-a-Service

Copyright © 2012 Shea & Company, LLC 17 Public Equity Market Valuations Equity Trading Multiples by Segment continued ($ millions) Business Intelligence Global Diversified Application Delivery & Network Acceleration Content Management ERP & Business Applications Financial Applications Human Capital Management IT Security Management Network Infrastructure Platforms, Development Tools & Deployment Storage Management Systems & Network Management Technical & Embedded Applications High Growth Highly-Profitable Software-as-a-Service Notes: [a] Wall Street consensus estimates [b] EV/EBITDA multiples in excess of 50x or less than 0x and P/E multiples in excess of 100x or less than 0x are considered to be not meaningful [c] Acquisition pending Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 18 Public Equity Market Valuations Equity Trading Multiples by Segment continued ($ millions) Business Intelligence Global Diversified Application Delivery & Network Acceleration Content Management ERP & Business Applications Financial Applications Human Capital Management IT Security Management Network Infrastructure Platforms, Development Tools & Deployment Storage Management Systems & Network Management Technical & Embedded Applications High Growth Highly-Profitable Software-as-a-Service Notes: [a] Wall Street consensus estimates [b] EV/EBITDA multiples in excess of 50x or less than 0x and P/E multiples in excess of 100x or less than 0x are considered to be not meaningful [c] Acquisition pending Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 19 Public Equity Market Valuations Equity Trading Multiples by Segment continued ($ millions) Business Intelligence Global Diversified Application Delivery & Network Acceleration Content Management ERP & Business Applications Financial Applications Human Capital Management IT Security Management Network Infrastructure Platforms, Development Tools & Deployment Storage Management Systems & Network Management Technical & Embedded Applications High Growth Highly-Profitable Software-as-a-Service Notes: [a] Wall Street consensus estimates [b] EV/EBITDA multiples in excess of 50x or less than 0x and P/E multiples in excess of 100x or less than 0x are considered to be not meaningful [c] Acquisition pending Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 20 Public Equity Market Valuations Equity Trading Multiples by Comparable Subset ($ millions) Business Intelligence Global Diversified Application Delivery & Network Acceleration Content Management ERP & Business Applications Financial Applications Human Capital Management IT Security Management Network Infrastructure Platforms, Development Tools & Deployment Storage Management Systems & Network Management Technical & Embedded Applications High Growth Highly-Profitable Software-as-a-Service Notes: [a] Wall Street consensus estimates [b] EV/EBITDA multiples in excess of 50x or less than 0x and P/E multiples in excess of 100x or less than 0x are considered to be not meaningful [c] Acquisition pending Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 21 Public Equity Market Valuations Equity Trading Multiples by Comparable Subset continued ($ millions) Business Intelligence Global Diversified Application Delivery & Network Acceleration Content Management ERP & Business Applications Financial Applications Human Capital Management IT Security Management Network Infrastructure Platforms, Development Tools & Deployment Storage Management Systems & Network Management Technical & Embedded Applications High Growth Highly-Profitable Software-as-a-Service Notes: [a] Wall Street consensus estimates [b] EV/EBITDA multiples in excess of 50x or less than 0x and P/E multiples in excess of 100x or less than 0x are considered to be not meaningful [c] Acquisition pending Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 22 Public & Private Equity Financings Capital Raise Activity: 3Q 2012 ($ millions) Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 23 Public & Private Equity Financings Capital Raise Activity: 3Q 2012 continued ($ millions) Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 24 Public & Private Equity Financings Capital Raise Activity: 3Q 2012 continued ($ millions) Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 25 Public & Private Equity Financings Software IPO Pricing & Performance Data Initial Equity Issuances from 2011 – 2012 YTD ($ millions) Notes: [a] Primary shares only Source: Company releases, Wall Street research

Copyright © 2012 Shea & Company, LLC 26 Public & Private Equity Financings IPO Pipeline Note: In a typical IPO process, the offering progresses through three key milestones: the initial filing of the S-1 (prospectus; F-1 for foreign companies); an amended version of the S-1 following comments from the SEC; and pricing the offering and issuing shares to the public market. ($ millions)

Copyright © 2012 Shea & Company, LLC Advisory Services and Selected Transactions Mergers & Acquisitions  Buy-side and sell-side M&A advisory  Divestitures  Restructuring Private Placements & Capital Raising  Later-stage venture and growth equity  Recapitalizations  IPO advisory Corporate Strategy  Strategic corporate development advisory  Fairness opinions Selected Transactions Shea & Company has advised on billions of dollars of software transactions Shea & Company is a technology-focused investment bank that believes focus underpins success, and success is measured by the outcomes we achieve with our clients 27 Firm Overview Shea & Company served as the exclusive financial advisor to SPL WorldGroup has been acquired by Shea & Company served as the exclusive financial advisor to ProfitLogic has been acquired by Shea & Company served as the exclusive financial advisor to Platform Computing has been acquired by Shea & Company served as the exclusive financial advisor to VKernel has been acquired by Shea & Company served as the exclusive financial advisor to Tideway Systems has been acquired by Shea & Company served as the exclusive financial advisor to Worklight has been acquired by Shea & Company served as the exclusive financial advisor to Wavelink has been acquired by Shea & Company served as financial advisor to Involver has been acquired by Shea & Company served as the exclusive financial advisor to Mimecast received strategic investment from Shea & Company served as the exclusive financial advisor to Kashya has been acquired by Shea & Company served as the exclusive financial advisor to Onaro has been acquired by Shea & Company served as the exclusive financial advisor to Dimdim has been acquired by

People ▪ Industry Expertise ▪ Process Excellence Superior Outcomes. BostonSan Francisco Shea & Company, LLC provides independent financial advice on mergers, acquisitions, financial restructurings, private capital raising and similar corporate finance matters. Shea & Company is not a retail broker- dealer. The firm does not conduct underwriting activities, provide research or analyst reports or solicit or carry accounts for, or offer or sell securities products to retail customers. Shea & Company is regulated by the Financial Industry Regulatory Authority, Inc. (”FINRA”) as a FINRA Member Firm. The information and services provided in this presentation are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or where Shea & Company is not authorized to provide such information or services.