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MERGERS & ACQUISITIONS CAPITAL RAISES FINANCIAL & STRATEGIC ADVISORY 1 TRADING MULTIPLES CHILDS TEAM RECENT MARKETING TECH M&A MARKETING TECHNOLOGY UPDATE – Q4 2016 RECENT MARKETING TECH NEWS Increasing Marketing Spend Gartner reports marketing spend continued to increase in 2016 up to 12% of revenue. MarTech Attracts Substantial Private Equity Interest Pitchbook reports $2 billion in private equity was invested in marketing technology companies in 2016. Active M&A for MarTech in 2017 With over 4,000 companies in MarTech, we expect to see increased M&A activity. Provides acquirers with greater scale, enhanced product suites, and new customers and markets. M&A Announcements Viant (Time Inc.) announced acquisition of Adelphic, a mobile oriented programmatic ad platform. Terms not disclosed. Big Data & Machine Learning DataSift partners with LinkedIn to learn market insights from activity of 467 million users on LinkedIn’s public timelines. CHILDS has been engaged to raise growth equity for a company which offers a marketing technology platform for channel management including training, marketing and performance. Project Lakes MAJOR INDICES & RATES % Change 3 Month 12 Month Marketing Tech (CHILDS) 108,767.82 (4.2%) (2.5%) Dow Jones 19,799.85 7.9% 12.3% NYSE 11,170.62 3.1% 8.1% NASDAQ 5,552.94 1.3% 6.3% AMEX 2,377.15 (5.2%) 6.7% S&P 500 2,265.20 3.3% 8.5% Russell 2000 1,347.84 8.4% 18.0% USD/Euro 0.95 6.5% 3.4% USD/Yen 116.75 15.3% (3.2%) USD/Pound 0.81 5.5% 20.2% U.S. Prime Rate 3.750% 25.00 Bps 25.00 Bps U.S. Treasury - 10 Year 2.450% 85.00 Bps 14.00 Bps LIBOR - 3 month 0.998% 14.42 Bps 38.57 Bps Fed Funds Overnight Rate 0.350% 6.00 Bps 0.00 Bps Close as of 12/30/2016 Enterprise Value LTM Revenue LTM EBITDA Sales & Marketing Tech 3.58x 15.8x Product & Supply Chain 5.44x 19.0x Buy-Side Advisory Provides internet of things (“IoT”) communications software platform for industrial automation Sell-Side Advisory Provides web-based retail ticketing, RFID, and software solutions for retailers, suppliers, and manufacturers worldwide Sell-Side Advisory Provides marketing services and solutions for the technology channel, including advertising and marketing automation

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Page 1: CHILDS T R M T M&A€¦ · mobile oriented programmatic ad platform. Terms not disclosed. Big Data & Machine Learning DataSift partners with LinkedIn to learn market insights from

MERGERS & ACQUISITIONS • CAPITAL RAISES • FINANCIAL & STRATEGIC ADVISORY

1

TRADING MULTIPLES

CHILDS TEAM RECENT MARKETING TECH M&A

MARKETING TECHNOLOGY UPDATE – Q4 2016

RECENT MARKETING TECH NEWS

Increasing Marketing Spend

Gartner reports marketing spend continued to increase in2016 up to 12% of revenue.

MarTech Attracts Substantial Private Equity Interest

Pitchbook reports $2 billion in private equity was investedin marketing technology companies in 2016.

Active M&A for MarTech in 2017

With over 4,000 companies in MarTech, we expect to seeincreased M&A activity. Provides acquirers with greaterscale, enhanced product suites, and new customers andmarkets.

M&A Announcements

Viant (Time Inc.) announced acquisition of Adelphic, amobile oriented programmatic ad platform. Terms notdisclosed.

Big Data & Machine Learning

DataSift partners with LinkedIn to learn market insightsfrom activity of 467 million users on LinkedIn’s publictimelines.

CHILDS has beenengaged to raise growthequity for a companywhich offers amarketing technologyplatform for channelmanagement includingtraining, marketing andperformance.

Project Lakes

MAJOR INDICES & RATES

% Change

3 Month 12 Month

Marketing Tech (CHILDS) 108,767.82 (4.2%) (2.5%)

Dow Jones 19,799.85 7.9% 12.3%

NYSE 11,170.62 3.1% 8.1%

NASDAQ 5,552.94 1.3% 6.3%

AMEX 2,377.15 (5.2%) 6.7%

S&P 500 2,265.20 3.3% 8.5%

Russell 2000 1,347.84 8.4% 18.0%

USD/Euro 0.95 6.5% 3.4%

USD/Yen 116.75 15.3% (3.2%)

USD/Pound 0.81 5.5% 20.2%

U.S. Prime Rate 3.750% 25.00 Bps 25.00 Bps

U.S. Treasury - 10 Year 2.450% 85.00 Bps 14.00 Bps

LIBOR - 3 month 0.998% 14.42 Bps 38.57 Bps

Fed Funds Overnight Rate 0.350% 6.00 Bps 0.00 Bps

Close as of

12/30/2016Enterprise Value

LTM Revenue LTM EBITDA

Sales & Marketing Tech 3.58x 15.8x

Product & Supply Chain 5.44x 19.0x

Buy-Side Advisory Provides internet of things

(“IoT”) communications software platform for industrial automation

Sell-Side Advisory Provides web-based retail

ticketing, RFID, and software solutions for retailers, suppliers, and manufacturers worldwide

Sell-Side Advisory Provides marketing services

and solutions for the technology channel, including advertising and marketing automation

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2

CHILDS Advisory Partners

MARKETING TECH CATEGORY REMAINS ACTIVE

-ACQUISITION-

Provides online advertising campaign management and ad-

serving SaaS for businesses

Announced Date: 11/29/16

Total EV: $200mm

Buyer Financial Sponsor:

Seller Financial Sponsors:

-ACQUISITION-

Provides social media marketing and measurement services for

businesses

Announced Date: 11/17/16

Total EV: ND

Buyer Financial Sponsor:

Seller Financial Sponsor:

($ in millions)

-ACQUISITION-

Cloud-based platform enabling advertisers to optimize video

advertising spend

Transaction Date: 12/19/16

Total EV: $542mm

Key Metrics:

‒ Target Rev: $212mm

‒ Target EBITDA: ($21mm)

‒ EV/Rev: 2.6x

‒ EV/EBITDA: NM

Seller Financial Sponsors:

-ACQUISITION-

Cloud-based data mgmt. platform for marketers, media companies,

publishers, and agencies

Transaction Date: 11/1/16

Total EV: $768mm

Select Seller Financial Sponsors:

-ACQUISITION-

Provides retail brand and e-commerce online shopping

marketing and advertising SaaS

Transaction Date: 11/9/16

Total EV: $250mm

Select Seller Financial Sponsors:

-ACQUISITION-

Both companies provide data supply side platforms for the data,

advertising, technology, and publishing industry

Transaction Date: 11/21/16

Total EV: ND

Select Seller Financial Sponsors:

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CHILDS Advisory Partners

Year Quarter Buyer TargetEnterprise Value ($M)

Pending Time Inc (NYSE:TIME) Adelphic, Inc. ND

Pending Inmar [ABRY Partners] Collective Bias [Updata Partners] ND

Pending SintecMedia [Francisco Partners] Operative $200

Pending Hybris AG [SAP] Abakus, Inc. ND

Pending The Carlyle Group (NasdaqGS:CG) VXI Global Solutions ND

2017 Q1 Surefire Local Promio [Fulcrum Equity Partners] ND

2016 Q4 Salesforce.com Krux Digital Inc. $768

2016 Q4 Summit Partners LLP Fineline Technologies, Inc. ND

2016 Q4 LiveRamp [an Axciom company] Circulate ND

2016 Q4 LiveRamp [an Axciom company] Arbor Technologies ND

2016 Q4 Criteo HookLogic $250

2016 Q4 Adobe TubeMogul $542

2016 Q4 GTN Limited (ASX: GTN) Radiate Media [Greycroft Partners; Level Equity] $15

2016 Q4 Verint Systems Inc. (NasddaqGS: VRNT) OpinionLab Inc. [SSM Partners; Industry Ventures] ND

2016 Q4 Computer Sciences Corporation (NYSE:CSC) eBECS Limited ND

2016 Q4 Sterling Valley Solutions [dba Inntopia] Ryan Solutions, LC ND

2016 Q4 Enghouse Systems Limited (TSX:ENGH) Presence Technology, S.L. $13

2016 Q4 Senior Sistemas S.A. Work Labs [dba WorkCRM] ND

2016 Q3 Salesforce.com BeyondCore, Inc. ND

2016 Q3 Vista Equity Partners Marketo, Inc. $1,700

2016 Q3 Salesforce.com Demandware, Inc. $2,913

2016 Q3 Marlin Equity Partners Teradata Applications $92

2016 Q3 Hi-Media (ENXTPA: HIM) Quantum ND

2016 Q3 KKR & Co (NYSE:KKR) Calabrio, Inc. ND

2016 Q3 Amdocs Limited (NasdaqGS:DOX) Brite:Bill Limited ND

2016 Q2 Sailthru Carnival Labs Limited ND

2016 Q1 Vencap Technologies Allant Group ND

2016 Q1 Internet Brands Demandforce ND

RECENT MARKETING TECHNOLOGY M&A TRANSACTIONS

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4

CHILDS Advisory Partners

Year Quarter Investors TargetInvestment

($M)

Pending Starfish Ventures; Safeguard Scientifics (NYSE:SFE) Aktana $18

Pending Insight Venture Partners; Point Nine Capital GoSpotCheck $17

2016 Q4 Spectrum Equity Rain King Software $67

2016 Q4IDG Capital Partners; Sequoia Capital; Lakestar; Lightspeed China Partners

EverString Technology $65

2016 Q4 Silversmith Capital ActiveCampaign $20

2016 Q3Gulf Islamic Investments; ICONIQ Capital; K1 Investment Mgmt; Kuwait Investment Authority

Apttus Corporation $88

2016 Q3 Beijing Hualian Group FXiaoKe $70

2016 Q3Sutter Hill Ventures; Salesforce Ventures; KennetPartners; Accenture plc; others

Vlocity $50

2016 Q3Betaworks Studio; BoxGroup; City National Bank; Converge Venture Partners; Others

Yieldbot $35

2016 Q3Next World Capital; Storm Venture;, True Ventures; Industry Ventures; Devoteam (ENXTPA:DVT)

ProsperWorks CRM $24

2016 Q2Insight Venture Partners; Dawn Capital; Hummingbird Ventures

Showpad $50

2016 Q2General Atlantic; Jackson Square Ventures; JMI Equity

Seismic $40

2016 Q2Kleiner Perkins Caufield & Byers; Sequoia Capital; Northgate Capital Group

Drawbridge $25

2016 Q2Foundry Group; Baird Capital; Blue Note Ventures; J.F. Shea Venture Capital

FullContact $25

2016 Q2Emergence Capital; Cloud Apps Capital; SozoVentures

Insightly $25

2016 Q2Trinity Ventures; Microsoft Accelerator;FLOODGATE Fund; Mayfield Fund; MHS Capital

Outreach $18

2016 Q2Foundation Capital; North Bridge Venture Partners; Bluestem Capital; Others

SpringCM $18

2016 Q2 Sequoia Capital Israel Mintigo $15

2016 Q2Boldstart Ventures; MHS Capital; Point Nine Capital; Emergence Capital Parnters; SoftTech VC; Others

Handshake $14

2016 Q2 Austin Ventures Bloomfire $13

2016 Q2 Amadeus Capital; Albion Ventures Relayware $11

2016 Q1 DCM Ventures; Salesforce Ventures;, Nissay Capital SAN SAN $17

2016 Q1Updata Partners; Rincon Venture Partners; EPIC Ventures

HG Data $12

2016 Q1HSBC Principal Investments; Newfund Management; Aster Capital Partners; True Global Ventures

CustomerMatrix $11

2015 Q4Institutional Venture Partners, Emergence Capital, Salesforce, Shasta Ventures

SteelBrick $300

2015 Q4Accel Partners; New Enterprise Assocaites; QUALCOMM Ventures

MindTickle $13

RECENT MARKETING TECHNOLOGY CAPITAL RAISES

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CHILDS Advisory Partners

ATLANTA MARKETING TECH ECOSYSTEM

Cinderella Stories

Company Description Status

Provides subscription-based online software that enables businesses and consumers to design, author, deliver, and track email newsletters

Privately held. Now serves 14 million users and sends over 1 billion emails daily.

Provides email marketing campaign creation, management, and delivery software as a service (SaaS) and hardware-based software for businesses

Acquired by J2 Global for an undisclosed amount (Apr-16)

Provides marketing automation SaaS for businesses; software features include automatic sales lead scoring and activity alerting, social media search, SEO, and email marketing

Acquired by ExactTarget for $95mm (Oct-12); ExactTarget was later acquired by salesforce.com for $2.6bn (Jun-13)

Provides social network content publishing and management software as a service (SaaS) that enables businesses to distribute marketing content to consumers

Acquired by Oracle for $330mm (Jun-12)

Provides email marketing campaign creation, lead generation, management and analytics, and marketing automation SaaS for businesses globally

Acquired by IBM for an undisclosed amount (May-14)

Provides SaaS software integration, development, and hosting services specializing in Google Apps. Salesforce.com, and ServiceNowimplementation

Acquired by Accenture for $407mm (Oct-2015)

Provides a purchase-based data intelligence platform that measures and connects purchases to consumers to make marketing more measurable

Raised $166mm with last round led by Discovery Capital

Provides email marketing, lead scoring, web visitor tracking, and other email marketing services within Microsoft Dynamics CRM

Acquired by Silverpop Systems in March 2012

Rising Stars

Company Description Status

Provides an account-based marketing platform for B2B marketers; platform enables Salesforce CRM integration, target audience engagement across various channels, and account-level attribution

Raised $7.5mm in 2016 from Arthur Ventures, Kroll Ventures, Hyde Park Venture Partners, and Edison Partners

Provides marketing automation and lead management SaaS that enables marketing professionals to track prospects, initiate email campaigns, and capture and manage leads

Raised $10mm in 2015 from Noro-Mosely Partners and other undisclosedinvestors

Provides sales information automation software that enables users to build lists of marketing and sales leads, run prospect searches, and capture social data to improve search terms

Raised $10mm in 2015 from Emergence Capital Partners and Storm Venture, and $14.5mm in 2017 from undisclosed investors

Provides a SaaS ecommerce marketing platform which integrates with data, content, and multi-channel marketing tools to enable smarter data-driven marketing actions

Raised $10mm Series B in 2016 from TTV Capital, Harbert Growth Partners, and TechOperators. Raised total of $20mm to date.

Operates a marketing platform that provides personalization services to content companies, including email and mobile notifications

Raised $12mm in 2015 from Lerer Hippeau Ventures, Sierra Ventures, and Cota Capital. Announced acquisition of Nudgespot Technologies in 2016.

Develops marketing automation solutions to integrate with Microsoft Dynamics CRM platform

Majority recapitalization by Accel-KKR in May 2016

Up and Comers

Company Description Status

Marketing automation and sales acceleration software focused on Infor CRM. Formerly known as Kuvana

Privately held.

Develops and operates an online platform to access CRM, email, calendar,documents, notes, tasks, people, and companies to equip sales leaders with sales-enabling business relationship intelligence

Announced in December 2016 that it will receive $2mm in a round of funding from undisclosed investors.

Operates a commercial real estate data and market intelligence platform which enables users to collect, organize, and analyze market-level data

Raised $1mm in 2015 from Tech Square Labs, Mosley Ventures, Launch Fund, and Nonami

Operates a social insight and optimization platform that helps organizations to identify relevant influencers and turn them into brand advocates

Raised $4mm in 2014 from TDF Ventures and Silicon Valley Bank. Acquired NextPrinciples in 2015.

Operates a crowdsourced advertising platform that connects drivers and brands to create on-vehicle advertising

Raised $1mm in 2015 from Launch Fund, Ludlow Ventures, and The Social+Capital Partnership

Develops and integrates an enterprise email marketing solution for marketers and enterprises which enables users to control and manage their transactional email programs and marketing campaigns

Raised $2.4mm in 2016 from Covalent Interests and Hallett Capital

Personalized ecommerce marketing automation software that enables online retailers to convert customers through email marketing, personalized popups, and behavior-based workflows

Privately held.

Develops scheduling software that enables users to schedule appointments, meetings, interviews, calls, and more

Received seed funding in April 2014. Terms and investor(s) undisclosed.

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6

EV/EBITDA

M&A ACTIVITY AND TRENDS

CHILDS Advisory Partners

Source: Capital IQ

SALES AND MARKETING SOFTWARE M&A ACTIVITY – QUARTERLY TRENDS

M&A volume for MarTech declined in Q4 consistent withtrends for software companies and the overall market

M&A transaction for MarTech declined to 11 deals in Q4from 19 in Q3

The lull in activity highlights the global economic andpolitical uncertainty that has overshadowed the marketsince the summer. In 2017, CHILDS expects volume torebound

Valuations for publicly traded MarTech and SaaScompanies declined in Q4. At the end of Q4, MarTech andSaaS public companies traded at 3.6x and 4.6x LTMrevenue, respectively, compared to 4.2x and 5.2x inprevious quarter

Valuations for M&A transactions involving softwarecompanies saw a slight uptick in Q4 to 2.63x revenue, onaverage when reported

The CHILDS public market index for MarTechunderperformed the S&P 500 in Q4 (negative 4.2%versus positive 3.3%) and in calendar year 2016(negative 2.5% versus positive 8.5%)

20

17

13

1615

14

18

25

19

12

19

11

0

5

10

15

20

25

30

1Q13 2Q13 3Q13 4Q13 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16

EV/Revenue

SOFTWARE M&A VALUATIONS

2.43x 2.46x 2.48x

2.26x

2.63x

0.00x

0.50x

1.00x

1.50x

2.00x

2.50x

3.00x

2012 2013 2014 2015 2016

SOFTWARE PUBLIC MARKET VALUATIONS

EV/Revenue

3.7x

4.7x

3.6x3.9x

4.8x

4.0x4.2x

5.2x

4.2x4.0x4.6x

3.6x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

Enterprise Software SaaS Sales & MarketingTech

Q1 2016 Q2 2016 Q3 2016 Q4 2016

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7

CHILDS Advisory Partners

PUBLIC TRADING STATISTICS

Sources: Capital IQ, CHILDS proprietary database* Denotes figure excluded from mean calculation

SALES & MARKETING TECHNOLOGY

PRODUCT AND SUPPLY CHAIN

(USD in millions, except for stock price)

(USD in millions, except for stock price)

DATES EVENT LOCATION

Mar 10 – Mar 14 SXSW Interactive Festival Austin, TX

Apr 5 – Apr 7 ConversionXL Live San Antonio, TX

Apr 18 – Apr 20 Hero Conf – Los Angeles Los Angeles, CA

Apr 19 – Apr 21 Marketing United Nashville, TN

May 9 – May 11 MarTech San Francisco, CA

May 10 – May 11 ad:tech San Diego, CA

UPCOMING MARKETING TECH CONFERENCES [1]

[1]: Green font represents planned attendance by CHILDS Advisory Partners

Market Data Operating Statistics EV as a Multiple of: Growth

Stock Price LTM LTM CY2017 16 - '17

Company Name 12/30/16 Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA GrowthAverage

Adobe Systems Incorporated $102.95 92.7% $51,189.5 $48,330.3 $5,854.4 $1,823.6 31.1% 8.26x 26.5x 6.17x 15.2x 21.6% 13.0%

salesforce.com, inc. 68.46 81.0% 46,490.8 47,805.7 7,907.4 534.2 6.8% 6.05x 89.5x * 5.22x 25.0x 21.4% 28.1%

Amdocs Limited 58.25 95.0% 8,550.3 7,654.6 3,718.2 694.9 18.7% 2.06x 11.0x 1.98x 10.0x 4.3% 3.6%

Criteo S.A. 41.08 85.9% 2,619.3 2,231.2 1,629.3 152.2 9.3% 1.37x 14.7x 2.59x 8.8x 29.9% 44.5%

HubSpot, Inc. 47.00 78.4% 1,673.6 1,560.6 247.6 (36.5) (14.7%) 6.30x NM * 4.78x NM * 30.3% 0.0%

Callidus Software Inc. 16.80 78.4% 1,066.5 880.2 197.4 (0.9) (0.5%) 4.46x NM * 3.88x 28.3x 18.4% 22.5%

LivePerson, Inc. 7.55 85.3% 437.7 386.3 225.8 16.8 7.4% 1.71x 23.0x 1.75x 17.6x 2.8% 40.5%

Bazaarvoice, Inc. 4.85 79.1% 401.7 352.5 201.5 (8.3) (4.1%) 1.75x NM * 1.51x 18.1x 4.4% 9.4%

ChannelAdvisor Corporation 14.35 90.2% 370.0 306.8 110.9 (5.8) (5.2%) 2.77x NM * 2.42x 47.6x * 14.1% 20.4%

The Rubicon Project, Inc. 7.42 36.4% 363.9 170.7 299.6 46.9 15.7% 0.57x * 3.6x 0.89x * 3.6x 1.2% 58.6%

Xactly Corporation 11.00 68.3% 344.6 317.3 91.9 (14.4) (15.6%) 3.45x NM * 3.09x NM * 19.4% 28.4%

Jive Software, Inc. 4.35 94.8% 339.8 240.1 202.6 (6.6) (3.3%) 1.19x NM * 1.01x 10.2x 0.8% 13.4%

QuinStreet, Inc. 3.76 86.4% 172.0 133.5 298.8 (5.9) (2.0%) 0.45x * NM * 0.41x * 6.5x 2.5% (0.5%)

Marin Software Incorporated 2.35 64.9% 90.8 57.4 106.0 (4.4) (4.1%) 0.54x * NM * 0.58x * 20.8x (3.5%) 13.5%

Rocket Fuel Inc. 1.71 41.7% 77.9 87.1 456.8 (9.1) (2.0%) 0.19x * NM * 0.22x * 7.9x 2.9% 32.8%

Mean 77.2% $1,436.5 $211.8 2.5% 3.58x 15.8x 3.13x 14.3x 11.4% 21.9%

Median 81.0% $247.6 ($4.4) (2.0%) 2.77x 14.7x 2.59x 12.7x 4.4% 20.4%

3 Year

Rev CAGR

% of 52

Week HighMarket Cap.

Enterprise

Value

Market Data Operating Statistics EV as a Multiple of: Growth

Stock Price LTM LTM CY2017 16 - '17

Company Name 12/30/16 Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA GrowthAverage

Dassault Systèmes SE $76.42 91.1% $19,377.0 $17,813.0 $3,346.3 $917.0 27.4% 5.67x 20.7x 5.05x 14.1x 10.0% 13.0%

Autodesk, Inc. 74.01 89.1% 16,471.4 15,992.4 2,200.5 (130.1) (5.9%) 7.27x NM * 8.05x NM * 8.4% (1.4%)

Open Text Corporation 61.81 92.5% 8,087.5 9,395.7 1,881.4 573.5 30.5% 4.99x 16.2x 3.96x 10.9x 14.7% 11.4%

Splunk Inc. 51.15 76.5% 6,939.0 5,999.6 863.5 (323.1) (37.4%) 6.95x NM * 5.36x 50.3x * 27.0% 47.7%

Veeva Systems Inc. 40.70 84.9% 5,582.5 5,071.7 508.2 104.3 20.5% 9.98x 48.6x * 8.17x 26.3x 20.7% 39.5%

PTC Inc. 46.27 92.7% 5,349.0 5,810.5 1,140.5 104.7 9.2% 5.09x 55.5x * 5.14x 20.0x 4.8% (4.1%)

Shopify Inc. 42.87 94.3% 3,813.6 3,413.4 329.1 (24.2) (7.3%) 10.37x NM * 7.19x 294.3x * 47.9% 0.0%

Manhattan Associates, Inc. 53.03 77.3% 3,775.2 3,664.3 598.4 197.4 33.0% 6.12x 18.6x 5.32x 14.6x 8.8% 27.2%

MicroStrategy Incorporated 197.40 95.2% 2,256.5 1,677.6 515.6 127.2 24.7% 3.25x 13.2x ND * ND * NM (3.1%)

The Descartes Systems Group Inc 21.40 93.5% 1,616.0 1,541.6 199.0 65.8 33.1% 7.77x 23.5x 0.00x * 0.0x * 11.4% 11.2%

SPS Commerce, Inc. 69.89 93.4% 1,190.9 1,065.6 184.6 18.5 10.0% 5.77x 57.6x * 4.71x 33.4x * 17.8% 23.1%

Kinaxis Inc. 46.53 89.5% 1,155.2 1,046.1 109.9 21.6 19.6% 9.74x 49.6x * 7.86x 29.6x 22.8% 0.0%

PROS Holdings, Inc. 21.52 83.9% 656.9 631.4 155.4 (51.4) (33.1%) 4.06x NM * 3.78x NM * 6.8% 3.9%

Workiva Inc. 13.65 71.7% 562.6 530.3 172.2 (44.0) (25.6%) 3.08x NM * 2.36x NM * 16.4% 0.0%

QAD Inc. 30.40 98.4% 562.1 441.4 274.0 7.8 2.9% 1.61x 56.3x * 1.46x 23.9x 3.4% 1.9%

ChannelAdvisor Corporation 14.35 90.2% 370.0 306.8 110.9 (5.8) (5.2%) 2.77x NM * 2.42x 47.6x * 14.1% 20.4%

American Software, Inc. 10.33 86.6% 302.1 233.6 109.5 10.6 9.7% 2.13x 22.0x 1.85x 10.7x 6.4% 3.6%

Datawatch Corporation 5.50 68.8% 65.6 37.5 30.5 (10.6) (34.7%) 1.23x NM * 1.04x 0.0x * 10.5% 0.2%

Mean 87.2% $707.2 $86.6 4.0% 5.44x 19.0x 4.61x 18.8x 14.8% 10.8%

Median 89.8% $301.5 $14.6 9.4% 5.38x 19.6x 4.88x 17.3x 11.4% 3.7%

% of 52

Week HighMarket Cap.

Enterprise

Value

3 Year

Rev CAGR

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8

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

Marketing Tech Product and Supply Chain

CHILDS Advisory Partners

STOCK MARKET FUNDAMENTALS

Marketing Tech: ABE, CRM, DOX, CRTO, HUBS, LPSN, XTLY, BV, RUBI, ECOM, JIVE, QNST, MRIN, FUELProduct and Supply Chain: DSY, ADSK, OTEX, SPLK, VEEV, PTC, SHOP, MANH, MSTR, DSGX, SPSC, KXS, PRO, WK, QADA, ECOM, AMSW, DWCH

SUBSECTOR INDEXES VS. S&P 500

VALUATION TREND DATA (EV/LTM REVENUE)

22.2%

37.6%

3.6x

26.7%

5.4x

(20.0%)

(10.0%)

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

Marketing Tech Product and Supply Chain S&P 500

3 mos. 12 mos. 3 yrs

S&P 500 3.3% 8.5% 22.2%

Marketing Tech (4.2%) (2.5%) 37.6%

Product & Supply Chain (4.5%) 8.3% 26.7%

1 mo. 12 mos. 3 yrs

Marketing Tech (9.5%) (18.8%) (25.6%)

Product & Supply Chain 2.5% (7.8%) 4.1%

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CHILDS Advisory Partners

FIRM OVERVIEW

MERGERS & ACQUISITIONS

CAPITAL RAISESFINANCIAL &

STRATEGIC ADVISORY

CHILDS ADVISORY PARTNERS’ SERVICES

39 professionals across four offices in the U.S. with headquarters in Atlanta

55 total transactions closed since the beginning of 2014 with 26 in the technology space

Over 450 transactions completed in the middle market (Enterprise Value less than $1.0 billion)

60% transactions since 2013 have involved a strategic buyer; 40% a financial sponsor

QUICK FACTS

2016 U.S. Boutique Investment Bank of the Year by The M&A Advisor

2016 Ranked #1 by 451 Group for IT Services transactions in the U.S.

2014 Cross-Border Transaction of the Year Finalist

2014 Professional Services Transaction of the Year Finalist

2013 Strategic Acquisition of the Year Winner

2013 U.S. Boutique Investment Bank of the Year Finalist

ACCOLADES

CORE COVERAGE

Process Outsourcing

Human Capital

Industrial Services

BUSINESSSERVICES HEALTHCARE TECHNOLOGY

IT Professional Services

Software

Sales

Marketing

Product

Supply Chain

Human Resources

Healthcare

Marketing

Vertical SaaS

Data & Analytics

SOFTWARE MARKETING

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CHILDS Advisory Partners

TEAM’S EXTENSIVE EXPERIENCE IN MARKETING TECHNOLOGY

Buy-Side Advisory Kepware develops software solutions to help bridge the communication gap between

diverse hardware and software applications for the industrial automation industry globally

Sell-Side Advisory Cloud-based channel data management solution provides manufacturers real-=time

channel information to anticipate ongoing or changing channel business needs including management of rebate programs

Sell-Side Advisory Provider of SaaS CRM software and sales automation solutions providing a view of

customer interactions across sales and marketing

Sell-Side Advisory Cloud based RFID and data solutions to automate retail supply chains

Buy-Side Advisory Counterpoint Systems is a provider of rights and royalty management software for the

media and entertainment, music, publishing, record label and distribution, and brand licensing/merchandising industries

Buy-Side Advisory Hawkeye Channel is a provider of sales and marketing solutions to engage indirect sales

channels enabled through SaaS platforms

Sell-Side Advisory Provider of web-=based retail ticketing, RFID, and software solutions for retailers,

suppliers, and manufacturers worldwide

Sell-Side Advisory Leading enterprise mobile application development provider focused on delivering sales

enablement applications and tools to the financial services industry

Sell-Side Advisory Provider of business acceleration services for the digital economy, offering digital

transformation consulting services focused on sales and marketing

Sell-Side Advisory Provider of marketing services and solutions for the technology channel, including

advertising, managed marketing, marketing automation services and management of co-op marketing and market development funds

*Buyer listed to the left

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CHILDS Advisory Partners

CHILDS’ MARKETING TECHNOLOGY TEAM

CHILDS Advisory Partners | 3438 Peachtree Road, Suite 1400 Phipps Tower | Atlanta, GA 30326 | ph: 404.751.3000 | www.childsadvisorypartners.com

CHILDS OFFERS THE SENIOR LEVEL ATTENTION AND ADVISORY FOCUS OF A BOUTIQUE FIRM

COUPLED WITH BANKERS WITH BULGE BRACKET EXPERIENCE

\

Former Corporate Development executive for two S&P 500 companies, Equifax and Waste Management

CEO of private equity backed business called Bagster sold to strategic Fortune 500

12 years of investment banking experience with Citigroup and Bank of America with over 80 M&A and capital markets transactions

MBA from Kellogg School at Northwestern University (Beta Gamma Sigma) and BA from UNC Chapel Hill (Phi Beta Kappa)

Co-founder of Bulger Capital Partners

Co-head of East Coast Services and Software for Needham & Company

18 years of investment banking experience executing M&A transactions and raising capital

MBA from F.W. Olin School of Business at Babson College and a BA from Hobart College

7 years of investment banking experience with Morgan Stanley and KPMG

Executed 15 M&A and capital markets transactions (over $15 billion in value)

MBA from Darden School of Business at the University of Virginia and undergraduate from the University of Virginia

Current and past clients include companies such as Nexus, Bear Data, Aggressor and Utopia

Former investment banker at SunTrust Robinson Humphrey

Graduated cum laude from Washington & Lee University

Former M&A investment banker at SunTrust Robinson Humphrey

Prior to joining SunTrust, Mr. Silverman was an analyst in the technology group at Canaan Partners, a venture capital firm based in California

M.A.c.c. and B.B.A. from the University of Georgia

CPA earned in 2013

Scott RhodesManaging [email protected]

Tom DonahueManaging [email protected]

Justin BentleyVice [email protected]

Steve CarrVice President [email protected]

Kenny [email protected]