M&A ACTIVITY EXPECTED TO REMAIN STRONG WITH DEALS RETURNING TO MARKET AND VALUATIONS RETURNING TO PRE-COVID LEVELS

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M&A ACTIVITY EXPECTED TO REMAIN STRONG WITH DEALS RETURNING TO MARKET AND VALUATIONS RETURNING TO PRE-COVID LEVELS
M&A ACTIVITY EXPECTED TO REMAIN STRONG WITH DEALS RETURNING TO MARKET
AND VALUATIONS RETURNING TO PRE-COVID LEVELS
ENTERPRISE SAAS & CLOUD INDUSTRY UPDATE | Q4 2020

                                                                        Q4 2020
M&A ACTIVITY EXPECTED TO REMAIN STRONG WITH DEALS RETURNING TO MARKET AND VALUATIONS RETURNING TO PRE-COVID LEVELS
Enterprise SaaS & Cloud
                                               M&A Activity Expected to Remain Strong

CONTRIBUTORS                                   HIGHLIGHTS

         David Michaels                           Strong last twelve month (LTM) merger & acquisition (M&A) activity with a record 3,151 deals
         Head of Technology, Media & Telecom       totaling over $240 billion.
         Managing Director
                                                  Initial public offering (IPO) activity remains strong in Q4, though down from the unprecedented
         (858) 926-5950
                                                   levels in Q3.
         dmichaels@capstoneheadwaters.com
                                                  M&A revenue multiples of 3.0x for private targets and 3.1x for public targets are down from 2018
                                                   and 2019 levels with private targets at a five-year low.
         Teak Murphy
         Director
                                                  Enterprise SaaS & Cloud 205 stock prices rose by 19.6%, outperforming the NASDAQ’s 15.4% gain,
         (310) 746-5006                            as stocks have rallied post-election with positive vaccine news driving improved outlook.
         tmurphy@capstoneheadwaters.com           M&A activity soared in Q4’20, surpassing 1,000 deals for the first time, with H2’20 deal volume of
                                                   over 2,000 deals matching typical annual deal volume, though deals tended to be smaller
                                                   transactions at weaker multiples.
                                                  Public valuations quickly rebounded from Q1 lows with most SaaS companies well above pre-COVID
                                                   valuations despite continued risk to the economy as vaccines roll out.
                                                  Capstone Headwaters expects M&A activity to remain strong throughout 2021, with healthy
                                                   valuations and expectations of tax increases motivating sellers.

 www.capstoneheadwaters.com
M&A ACTIVITY EXPECTED TO REMAIN STRONG WITH DEALS RETURNING TO MARKET AND VALUATIONS RETURNING TO PRE-COVID LEVELS
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS SOFTWARE TEAM
M&A ACTIVITY EXPECTED TO REMAIN STRONG WITH DEALS RETURNING TO MARKET AND VALUATIONS RETURNING TO PRE-COVID LEVELS
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

KEY TAKEAWAYS
            TRANSACTION ACTIVITY                              MEDIAN VALUATION MULTIPLES                                                MEDIAN PUBLIC COMPANY METRICS
    Strong LTM M&A activity with a record 3,151         M&A revenue multiples of 3.0x for private                                   Stock prices rose 19.6%, outperforming the
     deals totaling $245 billion as H2’20 deal            targets and 3.1x for public targets are down                                 NASDAQ’s 15.4% gain, as stocks have rallied
     volume exploded to record levels.                    from 2018 and 2019 levels with private targets                               post-election with positive vaccine news
                                                          at a five-year low.                                                          driving improved outlook.
    IPO activity remained strong in Q4, with
     investors continuing to chase new technology        Public company median multiples jumped to                                   Median revenue growth of 20.9% is the lowest
     offerings despite heady valuations.                  record levels, hitting 11.1x revenue and 39.4x                               level since 2015 with just 17.2% growth
                                                          EBITDA as investors paid up for the relative                                 projected for 2021.
                                                          safe haven and growth potential of
                                                                                                                                      Median EBITDA margin of 13.6% is the highest
                                                          technology stocks.
                                                                                                                                       level since 2015 as companies restricted
                                                                                                                                       spending during the pandemic.

                M&A OUTLOOK                               NOTABLE Q4’20 M&A TRANSACTIONS                                                        MOST ACTIVE BUYERS
    H2’20 M&A activity was much stronger than            Buyer        Target         Segment           EV

     Capstone expected, though deals tended                                       Communication &      $27.8B
                                                                                    Collaboration
     toward smaller, lower multiple deals as buyers
     went value hunting.                                                           Vertical Market     $9.9B

    Private equity (PE) firms focused on tuck-in                                 Human Resources      $3.9B
     acquisitions and bargain hunting in 2020, but
     Capstone expects a return to focus more on                                  Content Creation &    $3.6B
                                                                                   Management
     platform investments going forward.
                                                                                  CRM & Customer       $3.2B
    Strong public valuations and stabilized                                          Service
     outlook will have strategic buyers more active                              ERP, Supply Chain &   $3.1B
                                                                                      Commerce
     as confidence returns.
                                                                                   Vertical Market     $2.8B
    Expected tax hikes will likely drive a lot of
     founders to consider exits in 2021.                                           Vertical Market     $2.2B

                                                                                      Cloud & IT       $2.1B
                                                                                    Infrastructure

                                                                                   Vertical Market     $1.6B
                                                                                                                                                                                  3
M&A ACTIVITY EXPECTED TO REMAIN STRONG WITH DEALS RETURNING TO MARKET AND VALUATIONS RETURNING TO PRE-COVID LEVELS
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS SOFTWARE TEAM
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

LTM M&A DOLLAR VOLUME
 The LTM M&A dollar volume of $245B is up 40% from 2019, absolutely crushing prior record levels despite unprecedented economic disruption throughout the year. Private deal dollars
  amounted to $174B, outpacing historical levels while public deal dollars were up from 2019 but a bit below prior highs.
    » Megadeals drive dollar volume and the year saw 52 billion-dollar deals, led by Salesforce’s acquisition of Slack (Dec’20, $29B), Intercontinental Exchange’s acquisition of Ellie Mae (Sep’20,
      $11.0B), Thoma Bravo’s acquisition of RealPage (Dec’20, $10.5B), Takeaway’s acquisition of GrubHub (Jun’20, $7.5B), Foley Trasimene’s acquisition of Paysafe (Dec’20, $7.2B), Intuit’s acquisition
      of Credit Karma (Feb’20, $7.1B), and Clarivate’s acquisition of CPA Global (Jul’20, $7.1B).
 The Q4’20 M&A dollar volume of $113B is a new record, 50% above the previous high, and a quick rebound from Q2’s $15B which marked a three-year low.
 We expect deal activity in 2021 to remain robust, driven by strong valuations in public markets and private equity investors flush with cash.

                                                                    $300,000

                                                                    $250,000
                        Total Transaction Value (in $US millions)

                                                                                                                                                                              $70,769
                                                                    $200,000

                                                                    $150,000                                                   $89,306
                                                                                                                                                       $68,646
                                                                                         $86,014

                                                                    $100,000
                                                                               $30,758                                                                                       $174,130
                                                                                                           $23,195

                                                                     $50,000                                                   $112,179                $105,345
                                                                                         $84,212
                                                                               $67,250                     $66,970

                                                                         $0
                                                                                2015      2016              2017                 2018                    2019                   2020
                                                                                                                                                                                                      LTM = Last Twelve Months
                                                                                                   Total Private $   Total Public $                                        Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                                 5
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

M&A DOLLAR VOLUME BY QUARTER
 The impact of COVID-19 was significant in Q2, but private M&A dollar volume rebounded significantly in Q3 with Q4 bringing record setting levels.
    » Q4 dollar volume set records for both private and public deals despite uncertainty around the election and COVID-19 as investors focused on the longer term.
    » Q3 dollar volume rebounded to near record levels despite lingering uncertainty on COVID-19 impact.
    » Q2 dollar volume was quite low despite a return to larger deals in June totaling $11.8B for the month.
    » Q1 dollar volume was strong despite March dropping to just $2.1B as January and February hit $20.5B and $18.7B, respectively.

                                                              $120,000

                                                              $100,000
                      Total Transaction Value (in $US millions)

                                                                                                                                                                                                 $50,189
                                                                  $80,000

                                                                  $60,000                                                         $12,786                                           $8,875

                                                                                                $49,426                                                    $3,387
                                                                            $7,538
                                                                  $40,000             $21,795

                                                                                                                      $23,850                                                                     $63,245
                                                                                                                                  $54,697                                          $54,828
                                                                                                          $16,365                                          $48,897
                                                                                                                                             $15,645
                                                                  $20,000   $41,431
                                                                                      $28,188   $25,822
                                                                                                                      $18,594                                          $8,319
                                                                                                          $17,041                             $15,012
                                                                                                                                                                        $7,160
                                                                      $0
                                                                            Q2 '18    Q3 '18    Q4 '18    Q1 '19      Q2 '19      Q3 '19      Q4 '19       Q1 '20      Q2 '20      Q3 '20         Q4 '20

                                                                                                                Total Private $   Total Public $
                                                                                                                                                                                        Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                                              6
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

LTM M&A TRANSACTION VOLUME BY SEGMENT
 Transaction volume reached 3,151 deals for 2020, once again setting record M&A activity with more than 50% increase in activity over 2019.
    » The 1,082 deals completed in Q4’20 also sets a record, with more than double the average quarterly deal volume over the past five years.
 The Vertical Market is by far the largest segment by deal count, representing nearly 40% of transaction volume
 Communication & Collaboration and Cloud & IT Infrastructure both experienced strong growth in deal volume. This was likely helped by the increased focus on virtual communications
  and cloud as workforces largely remain remote, while Analytics/AI/BI continues to see increasing activity with AI continuing to go mainstream.
 Human Resources deal activity remains strong and growing despite COVID-19 causing disruption in the segment.

                                   3,500

                                   3,000

                                   2,500                                                                                                                                         1,218
                    Transactions

                                   2,000
                                                                                                                                                                                  160
                                                                                                                                                      768                         168
                                                                                                                         781
                                   1,500               757
                                                                           754                            708                                                                     188

                                                                                                                                                                                  281
                                                                                                                         126                          151
                                                       158                                                141            109                          124                         110
                                   1,000               71                  152
                                                                                                                                                      110                         124
                                                        61                  84                             84            129
                                                                            56                             69                                                                     124
                                                       131                                                134            166                          180                          42
                                                        68                 134
                                                       107                  63                             72             76                           86
                                                                            93                             84             37                          109
                                    500                 86                  83                             83             68
                                                                                                                          80                           42
                                                                                                                                                       51
                                                                                                                                                                                  489
                                                        85                  60                             71
                                                       268                                                267            260                          221
                                                                           243
                                                                                                                         139                          185                         247
                                      0                111                 115                            104

                                                      2015                 2016                       2017              2018                       2019                          2020
                                           Analytics / AI / BI                Cloud & IT Infrastructure         Cloud Computing, Storage & Delivery         Communication & Collaboration
                                           Content Creation & Management      CRM & Customer Service            ERP, Supply Chain & Commerce                Finance & Administration                     LTM = Last Twelve Months
                                                                                                                                                                              Sources: Capital IQ, 451 Group, Capstone Headwaters
                                           Human Resources                    Marketing & Advertising           Vertical Market                                                                                                     7
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

M&A TRANSACTION VOLUME BY QUARTER
 SaaS & Cloud M&A transaction volume fell considerably in Q2 2020 due to COVID-19, but quickly rebounded to record levels in Q3 and Q4.
    » Q4 saw over 1,000 deals for the first time in history as deal activity exploded.
    » Q3 saw about 300 deals in each month of the quarter as activity was strong and consistent, though many deals were still at lower multiples.
    » Q2 deal activity experienced depressed levels with 140-170 deals each month, though much of the activity was bargain hunting at lower multiples.
    » Q1 started out strong at 250 deals in January, and remained healthy at 212 deals for February, before slipping slightly to 193 deals in March as COVID-19 impact increased with M&A
      activity starting to skew more towards smaller, lower multiple deals.

                                    1,200

                                    1,000

                                     800
                     Transactions

                                     600
                                                                                                                                                                   1,082
                                                                                                                                                   946
                                     400
                                                                                                                          651
                                                               538         540                     552
                                             478      475                                                   489                        472
                                                                                          447
                                     200

                                       0
                                            Q2 '18   Q3 '18   Q4 '18     Q1 '19          Q2 '19   Q3 '19   Q4 '19       Q1 '20       Q2 '20      Q3 '20           Q4 '20

                                                                                                                                                         Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                               8
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

LTM M&A TRANSACTION VOLUME BY DEAL SIZE – PRIVATE TARGETS
 Private company M&A activity once again hit a new record high for LTM, surpassing 3,000 deals for the year, and up more than 50% from 2019.
    » Megadeal volume is strong at 42 deals over $1 billion in 2020, with half of those deals coming in Q4’20.
 The median LTM transaction size of $22 million, for deals with announced values, represents a low for recent periods with Q2’20 and Q3’20 median deal value in the $10-15M range as it seems many
  deals during COVID-19 have been smaller, often distressed, transactions with Q1 and Q4 median deal value just above $30M, which is also below historical norms.
 Deals under $25 million represented over 50% of deal volume for transactions that reported values, notably above the usual 40%.

                       100%              8                                              13
                                                                 16                                               28                     18                      42
                                         25                                             23
                                                                 26                                                                      22                      26
                        90%              35                                                                       25
                                                                 27                     34                                               26                      29
                                                                                                                  34
                        80%              65
                                                                                        50                                               55                      73
                                                                 56
                        70%                                                                                       59
                                         49                                                                                                                      55
                                                                 45                     54                                               45
                        60%
                                                                                                                  50                                             71
                                         64
                        50%                                      55                                                                      57
                                                                                        60                        43                                             79
                        40%
                                         101                     60                                                                      59
                                                                                        74                        69
                        30%

                        20%                                                                                                                                     233
                                         129                    117                                                                     108
                        10%                                                             88                       100

                          0%
                                        2015                    2016                   2017                      2018                   2019                   2020
                       Total Deals    1,873                    1,807                   1,783                 1,985                     1,995                   3,110
                       Deals w/ Value 476                       402                     396                   408                       390                     608
                       Median ($M)     $29                      $33                     $36                   $43                       $36                     $22
                                                 $0-10M      $10-25M      $25-50M      $50-100M      $100-250M     $250-500M         $500M-1B      $1B+                                 LTM = Last Twelve Months
                                                                                                                                                             Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                   9
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

LTM M&A TRANSACTION VOLUME BY DEAL SIZE – PUBLIC TARGETS
 Public target transaction volume of 41 deals sets a new five-year high, displaying strength with 10 deals over $1 billion.
    » Median deal size of $232 million is at the low end of historic levels, as H1 median deal size was below $50M and deal activity in ranges under $50M all set record activity levels.
    » Q4’20 saw 13 deals closed, only behind Q3’20’s peak of 16 deals.

                        100%

                         90%               7                                               7                                                                      10
                         80%                                                                                                             12
                                                                   14
                                                                                           4                      13
                         70%                                                                                                                                       6
                                           7
                         60%                                                               5                                              2
                                                                                                                                          2                        4
                         50%
                                           5                                                                                                                       4
                         40%                                       8                                               2                      7                        2
                                           1                                              11
                         30%
                                           4                                                                       4                      2                        7
                         20%                                       4                                                                      3
                                                                                           2
                                           5                                                                       2                                               5
                         10%                                                               4                                              3
                                                                   3                                               1
                                           1                       1                                               1                      2                        3
                           0%                                                              1
                                          2015                   2016                    2017                    2018                   2019                    2020
                        Total Deals        30                     30                      34                    23                       33                      41
                        Median ($M)       $464                   $949                    $235                 $1,739                    $244                    $232
                                                   $0-10M      $10-25M      $25-50M      $50-100M      $100-250M    $250-500M         $500M-1B      $1B+                                 LTM = Last Twelve Months
                                                                                                                                                              Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                    10
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN LTM REVENUE MULTIPLES – PRIVATE TARGETS
 Median LTM multiple of 3.0x represents a significant step down from 2018 and 2019 levels, and the lowest level in the past five years.
    » The 25th-75th percentile spread remains quite broad as quality assets continued to command premium multiples, while there was a higher mix of low multiple deals with many buyers value
      hunting for businesses struggling through the pandemic or completing small tuck-in acquisitions. Median revenue multiples will continue to improve as distressed deals become a smaller portion
      of the deal mix in 2021.
    » Private equity remains hungry, but most PE deals in recent quarters were tuck-ins to portfolio companies as platform acquisitions by PE are below typical levels, though we expect that to change
      in 2021.

                                                   6.0x

                                                                                                                  5.0x
                                                   5.0x
                                                                                                                                           4.5x

                                                                                           4.0x
                         Median Revenue Multiple

                                                   4.0x   3.8x       3.8x

                                                                                                                                                                 3.0x
                                                   3.0x

                                                   2.0x

                                                   1.0x

                                                   0.0x
                                                          2015      2016                   2017                  2018                      2019                  2020
                       25th %                             2.0x       2.3x                  2.2x                  2.9x                      2.1x                  1.5x
                       75th %                             6.1x       6.2x                  6.6x                  9.9x                      7.9x                  7.0x                    LTM = Last Twelve Months
                                                                                                                                                              Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                    11
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN LTM REVENUE MULTIPLES – PUBLIC TARGETS
 Median LTM multiple of 3.1x is a step down from 2018 and 2019, with multiples on deals above $100M also taking a hit down to 4.1x.
 Q4’20 median revenue slipped to 2.4x, the second lowest quarterly level in the past three years, only above Q2’20’s 1.7x multiple.
 Private equity aggressively acquired public SaaS & cloud companies in 2020, accounting for four of the 10 deals over $1B, at a median revenue multiple of 7x.

                                                   9.0x
                                                                                                                                 8.1x
                                                   8.0x

                                                   7.0x
                         Median Revenue Multiple

                                                   6.0x                                                                                                5.5x

                                                   5.0x                                                                4.4x
                                                                                                                                               4.2x                            4.1x
                                                   4.0x             3.7x   3.7x      3.8x
                                                          3.2x                                                                                                       3.1x
                                                   3.0x                                                 2.5x
                                                                                             2.3x
                                                   2.0x

                                                   1.0x

                                                   0.0x
                                                             2015             2016               2017                     2018                    2019                   2020
                       25th %                                    1.7x             2.5x              1.1x                      3.4x                2.9x                   1.4x
                       75th %                                    4.7x             6.3x              3.9x                      8.4x                6.5x                   5.5x
                                                                                            All Deals          $100M+ Deals                                                                      LTM = Last Twelve Months
                                                                                                                                                                      Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                            12
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN REVENUE MULTIPLES BY SEGMENT – LAST 5 YEARS
 Median revenue multiples across SaaS & Cloud segments for deals in the past five years range from 1.7x to 5.9x, with a median of 3.8x.
    » Cloud & IT Infrastructure achieved the highest median multiple of 5.9x.
    » Finance & Administration median multiple of 5.4x is buoyed by its more recent transition to the cloud.
    » Analytics/AI/BI is exploding as new technologies seek to leverage the wealth of enterprise data to drive business optimization, driving strong valuations.
    » Segments, such as Marketing & Advertising and CRM & Customer Service, that made the transition to the cloud earlier have seen multiples compress as those segments have experienced
      consolidation and commoditization.

                                                   7.0x
                                                          5.9x
                                                   6.0x
                                                                 5.4x
                         Median Revenue Multiple

                                                                        4.8x
                                                   5.0x
                                                                               3.9x   3.9x       3.8x
                                                   4.0x                                                      3.7x
                                                                                                                        3.1x
                                                   3.0x                                                                            2.7x
                                                                                                                                               2.5x       2.4x

                                                   2.0x                                                                                                                 1.7x

                                                   1.0x

                                                   0.0x

                                                                                                                                                             Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                   13
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

HIGHEST REVENUE MULTIPLE TRANSACTIONS FOR LTM
                                                                                                                                                                                         LTM
                                                                                                                                                                       Enterprise                      Premium to
 Ann. Date   Buyer   Target          Segment                                                        Target Description                                                                 Revenue
                                                                                                                                                                         Value                         1 Mo Prior
                                                                                                                                                                                       Multiple

                                 Communication &
 12/01/20                                                 Provides a business technology platform that brings together people, applications, and data.                 $27,770M          33.3x            79.3%
                                   Collaboration

                                                          Provides open-source Kubernetes management SaaS for DevOps teams and businesses. Software provides
 07/08/20                     Cloud & IT Infrastructure                                                                                                                 $600M            24.0x              NA
                                                          features for managing on-premise or hybrid data clusters, container installation, and block storage.

                                                          Provides unmanaged and IoT devices cybersecurity monitoring software enabling users to discover
 01/06/20                     Cloud & IT Infrastructure                                                                                                                $1,100M           18.3x              NA
                                                          managed, unmanaged, and IoT devices on or off a network, analyze endpoint behavior, and detect threats.

                                                          Operates a cloud-based payment processing platform that support multiple transaction types with online
 07/28/20                     Finance & Administration                                                                                                                  $288M            18.0x              NA
                                                          and offline capabilities for businesses and consumers.

                                                          Provides SSL certificate and encryption key management SaaS software that enables cybersecurity
 12/10/20                     Cloud & IT Infrastructure                                                                                                                $1,150M           16.4x              NA
                                                          protection on mobile devices, web applications, virtual machines, and network devices.

                                                          Provides cloud security posture management (CSPM) and compliance SaaS that provides features for
 04/28/20                     Cloud & IT Infrastructure                                                                                                                 $145M            14.5x              NA
                                                          unified cloud visibility and monitoring, risk assessment and auditing, and identity and access management.

                                                          Develops on-premise and cloud-based enterprise quality management software (EQMS) solutions,
 12/22/20                     Cloud & IT Infrastructure                                                                                                                $1,300M           14.4x              NA
                                                          consisting of embedded reporting and analysis tools to provide real-time analytics.

 10/30/20                         Vertical Market         Develops internet-based automotive portals for used and new car buyers.                                       $150M            14.4x            56.3%

 03/31/20                     Cloud & IT Infrastructure   Develops enterprise wide-area networks for hybrid clouds to allow for mobile workforces.                      $420M            14.0x              NA

                                                          Provides data discovery and protection security software for business to automate information security and
 11/10/20                     Cloud & IT Infrastructure                                                                                                                 $135M            13.5x              NA
                                                          data privacy management processes.

                                                                                                                                                                 Excludes deals with Target company revenue less than $5M
                                                                                                                                                                      Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                                      14
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

NOTABLE M&A TRANSACTIONS FOR Q4’20
                                                                                                                                                                                                                     LTM
                                                                                                                                                                                                  Enterprise                     Premium to
Ann. Date   Buyer       Target              Segment                               Target Description                                               Strategic Rationale                                             Revenue
                                                                                                                                                                                                    Value                        1 Mo Prior
                                                                                                                                                                                                                   Multiple

                                        Communication &      Provides a business technology platform that brings together       Salesforce gains access to a communication platform that
 12/01/20                                                                                                                                                                                         $27,770M           33.3x           79.3%
                                          Collaboration      people, applications, and data.                                    it can integrate into its existing platform.

                                                             Provides software and data analytics software for the real
                                                                                                                                Thoma Bravo’s acquisition allows for RealPage to access            $9,858M
 12/21/20                                 Vertical Market    estate industry that assists in the automation of numerous                                                                                               8.8x           36.0%
                                                                                                                                Thoma’s operational expertise to further expand its sales.
                                                             tasks.

                                                             Operates a cloud-based technology skills platform that allows
                                                                                                                                Pluralsight will be more agile and be able to further              $3,944M
 12/13/20                               Human Resources      for individuals and teams to acquire technology skills through                                                                                          10.5x          27.7%
                                                                                                                                accelerate its strategic vision as a result of the deal.
                                                             skill development exercises.

                    Certain Assets of
                                        Content Creation &                                                                      Baidu continues to expands its mobile ecosystem by                 $3,600M
 11/16/20                                                    Provides a live streaming social media platform.                                                                                                         NA              NA
                                          Management                                                                            acquiring Joyy’s live streaming business.

                                                                                                                               With the acquisition, Twilio can collect and centrally store
                                        CRM & Customer       Provides customer data collection & analytics, as well as related                                                                     $3,200M
 10/12/20                                                                                                                      all customer data to further streamline its internal                                   NA              NA
                                            Service          data management SaaS.
                                                                                                                               processes.

                                        ERP, Supply Chain    Provides cloud-based platform solutions for businesses across      By partnering with Clearlake, Endurance looks to further           $3,078M
 11/02/20                                                                                                                                                                                                             2.8x           66.1%
                                          & Commerce         three segments: Web Presence, Domain, and Email Marketing.         drive revenue growth and drive customer value.

                                                             Provides financial anti-fraud, anti-money laundering, crime
                                                                                                                                Nasdaq’s acquisition of Verafin allows for Nasdaq to
 11/19/20                                 Vertical Market    detection, reporting and regulatory compliance automation                                                                             $2,750M            NA              NA
                                                                                                                                expand into the financial regulatory software space, .
                                                             SaaS.

                                                                                                                                NEC’s acquisition will allow it to have digital finance
                                                             Provides financial management SaaS and BPO services to                                                                                $2,227M
 10/04/20                                 Vertical Market                                                                       software and domain knowledge as it enters into the                                   NA              NA
                                                             banks, wealth managers, and investment firms.
                                                                                                                                space.

                    Certain Assets of
                                            Cloud & IT                                                                          Through the deal, I Squared Capital furthers its global            $2,150M
 11/23/20                                                    Provides cloud networking solutions to businesses.                                                                                                       NA              NA
                                          Infrastructure                                                                        digital infrastructure strategy.

                                                                                                                           TA Associates’ acquisition of the company allows to
                                        ERP, Supply Chain    Provides project and portfolio management SaaS, software, and                                                                         $1,600M
 11/10/20                                                                                                                  company to continue to expand its presence in the ERP                                      NA              NA
                                          & Commerce         related integration services to enterprises.
                                                                                                                           space now in a time when it is most needed.

                                                                                                                                                                                   Includes largest transactions based on Enterprise Value
                                                                                                                                                                                                   Parenthesis indicate a negative number
                                                                                                                                                                                    Sources: Capital IQ, 451 Group, Capstone Headwaters      15
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MOST ACTIVE SAAS & CLOUD BUYERS – LAST 2 YEARS
                                                                                         SaaS/Cloud Transactions
   Company     Date      Company                              Value    Date      Company                                      Value       Date      Company                                                Value
              12/23/20   Latéral Innovations Inc.              NA     02/27/20   MUSAC Ltd.                                    NA        05/08/19   Uniphy Health Systems LLC                               NA
              12/11/20   Selectapension Limited                NA     02/21/20   Informatique Côté Coulombe Inc.               NA        04/25/19   Triple E Technologies, LLC                              NA
              12/10/20   SSP Limited                           NA     02/10/20   Bibliocommons Inc.                            NA        04/23/19   TORCHx                                                  NA
              12/07/20   Alcuin SAS                            NA     02/10/20   Club Caddie, Inc.                             NA        04/16/19   BEC Legal Systems                                       NA
              11/24/20   ICT Concept B.V.                      NA     02/10/20   Doc-tor.com LLC                               NA        04/01/19   Mortgage Builder Inc.                                   NA
              11/19/20   Assets of Go Solutions Group, Inc.    NA     02/10/20   Industrios Software, Inc.                     NA        03/11/19   Green 4 Solutions Ltd.                                  NA
              11/18/20   Xavannah Gmbh & Co. Kg                NA     02/06/20   Advanced Systems Consultants Inc.             NA        01/31/19   Haystack Informatics, Inc.                              NA
              11/16/20   MedAptus, Inc.                        NA     01/09/20   Ping Pong AB                                  NA        01/25/19   Distillery Solutions, Inc.                              NA
              11/12/20   Commerce Decisions Ltd               $13M    01/07/20   DealerNet                                     NA        01/08/19   Flairbase, Inc.                                         NA
              09/02/20   SourceGroup CBO, LLC                  NA     01/06/20   Lifecycle Software Ltd.                       NA        12/19/18   Financial Risk Solutions Ltd.                           NA
              09/01/20   Everwin SAS                           NA     12/10/19   NCG Inc.                                      NA        10/12/18   Greycon Ltd.                                            NA
              08/19/20   Symbrio AB                            NA     11/27/19   Informatique Nouvelle Technologie Inc.        NA        10/01/18   Coreworx Inc.                                           NA
              08/04/20   Quality Positioning Services B.V.     NA     10/15/19   wiko Bausoftware GmbH                         NA        09/20/18   Helm Operations                                         NA
              08/03/20   Quality Positioning Services B.V.     NA     10/14/19   Worldwide Chain Stores Inc.                   NA        09/13/18   Nokia Corporation (IP video business)                   NA
              07/22/20   Unique Business Systems, Inc.         NA     10/10/19   Microcash Retail B.V.                         NA        08/02/18   Aleyant Systems, LLC                                    NA
   86 deals   07/14/20   Reflecta Automation BV                NA     10/09/19   IndiCater                                     NA        08/01/18   Ez-Runner Systems Ltd                                   NA
              07/09/20   DOBRICK + WAGNER SOFTWAREHOUSE        NA     10/01/19   mquadr.at software engineering                NA        07/10/18   Dispatching Solutions, Inc                              NA
              07/03/20   Pulsen Retail AB                      NA     08/28/19   Pulse Systems Inc.                            NA        07/10/18   E-ISG Asset Intelligence Inc.                           NA
              06/10/20   Flash Networks Ltd.                   NA     08/19/19   Assets of SmartZip Analytics Inc.             NA        06/28/18   Pace Software Inc.                                      NA
              05/28/20   Leverance Inc. (LandDev assets)       NA     08/15/19   Point of Sale Enterprise, LLC.                NA        06/05/18   Customer Insight Inc.                                   NA
              05/20/20   Topicus B.V.                          NA     08/01/19   Akuiteo SAS                                   NA        05/31/18   Orion Wine Software, Inc.                               NA
              05/19/20   TUNE, Inc.                            NA     08/01/19   Salvia Développement SAS                      NA        03/30/18   XLerant, Inc.                                           NA
              05/18/20   CTI Soft, S.L.                        NA     07/17/19   MDS Global                                    NA        02/01/18   Real Estate Digital LLC                                 NA
              05/06/20   Stratec Biomedical Ltd.               NA     07/16/19   Windward Software                             NA        01/15/18   Sicap Schweiz AG                                        NA
              04/07/20   KURIER TECNOLOGIA EM INFORMAÇÃO       NA     06/24/19   CORVID PayGate Ltd.                           NA        01/12/18   Blayhall Marine Limited                                 NA
              04/02/20   S.A.                                  NA     05/31/19   Aurum                                         NA        01/09/18   Pike13 Inc.                                             NA
              03/19/20   Virtual Properties, Inc.             $6M     05/22/19   Assets of Emerson Software Solutions, Inc.    NA        01/08/18   Infian LLC                                              NA
              03/03/20   Collab - SoluCOes InformAticas        NA     05/21/19   Abak Software Inc.                            NA        01/03/18   Forsikringens Datacenter                                NA
              03/02/20   ProShip Inc.                         $15M    05/20/19   Cake Marketing UK Ltd.                       $20M

              12/02/20   Smashgg, Inc.                         NA     08/19/19   jClarity Ltd                                  NA        10/08/18   Glint Inc.                                             $400M
              07/07/20   Orions Digital Systems, Inc.          NA     08/05/19   PromoteIQ                                    $60M       09/13/18   Lobe Artificial Intelligence, Inc.                       NA
              06/22/20   Cyber X, Inc.                         NA     08/05/19   SpotFront, Inc.                               NA        06/20/18   Bonsai AI, Inc.                                          NA
              06/18/20   ADRM Software, Inc.                   NA     07/29/19   BlueTalon, Inc.                               NA        06/04/18   GitHub, Inc.                                          $7,500M
              05/19/20   Softomotive Ltd.                      NA     06/17/19   Good Software LLC                             NA        05/20/18   Semantic Machines Inc.                                   NA
              05/14/20   Metaswitch Networks Ltd.              NA     05/28/19   Drawbridge Inc.                               NA        04/02/18   Forerunner Software LLC                                  NA
   27 deals   03/26/20   Affirmed Networks                     NA     02/04/19   DataSense of BrightBytes Inc.                 NA        02/13/18   Chalkup Corp.                                            NA
              10/21/19   Mover Inc.                            NA     01/24/19   Citus Data Inc.                               NA        01/29/18   PlayFab Inc.                                             NA
              09/04/19   Movere, Inc                           NA     11/19/18   FSLogix Inc.                                  NA        01/03/18   Avere Systems, Inc.                                      NA

                                                                                                                                                    Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                             16
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MOST ACTIVE SAAS & CLOUD BUYERS – LAST 2 YEARS
                                                                                          SaaS/Cloud Transactions
   Company     Date      Company                             Value      Date      Company                                     Value         Date      Company                                                Value
              12/21/20   RealPage, Inc.                     $10,470M   10/14/19   Sophos Plc                                 $3,820M       09/04/18   Apttus Corporation                                      NA
              12/10/20   Venafi Inc.                         $1,150M   10/08/19   International Decision Systems                NA         08/13/18   Quorum Business Solutions, Inc.                         NA
              12/03/20   Flexera Software LLC                   NA     05/28/19   Cority                                        NA         07/10/18   Centrify Corporation                                    NA
              10/19/20   AxiomSL Inc.                           NA     02/25/19   ConnectWise, Inc.                             NA         06/13/18   CRIF Corporation                                        NA
              08/08/20   Majesco                              $652M    02/12/19   Ellie Mae, Inc.                            $3,683M       06/12/18   MeridianLink, Inc.                                      NA
              08/04/20   Foundation Software Inc.               NA     02/07/19   Aucerna                                       NA         05/31/18   LogRhythm Inc.                                        $525M
              06/02/20   Exostar LLC                            NA     11/30/18   PEC Safety Operations LLC                   $225M        02/09/18   Nintex Group Pty Ltd.                                   NA
              03/31/20   Command Alkon Inc.                     NA     11/05/18   CA Veracode Inc.                            $950M        01/17/18   Motus LLC                                               NA
   25 deals   12/04/19   Instructure, Inc.                   $2,011M

              10/29/20   CoreLogic Inc. (Jenark assets)        NA      01/08/20   Lindsey and Company, Inc.                    NA          01/09/19   Rental History Reports                                  NA
              10/13/20   CheckpointID Inc.                     NA      08/01/19   Rockend Pty Ltd                              NA          12/05/18   John Stephen Consultancy Limited                        NA
              08/06/20   MacMunnis, Inc.                       NA      07/31/19   LEVERTON Corporation                        $10M         12/05/18   Thesaurus Technology                                    NA
              08/05/20   Housing Partners Ltd                  NA      07/31/19   Link Systems, Inc.                           NA          10/10/18   IPM Software Inc.                                       NA
              04/15/20   Castleton Technology plc            $103M     07/31/19   ProLease                                    $75M         07/12/18   CML Software Limited                                    NA
   21 deals   03/31/20   Orchard Information Systems Ltd.      NA      06/20/19   Dynamic Lead Solutions LLC                   NA          07/04/18   PropSys Solutions                                       NA
              01/13/20   InterNETalia Ltd                      NA      02/07/19   CTM Software Corp.                           NA          03/08/18   HAPPY Software Inc.                                     NA

              12/22/20   Dashbase, Inc.                        NA      10/01/20   Portshift Software Technologies Ltd          NA          01/30/19   Singularity Networks, Inc.                               NA
              12/07/20   IMImobile PLC                       $782M     08/25/20   BabbleLabs, Inc.                             NA          11/21/18   Ensoft Ltd.                                              NA
              12/07/20   sli.do s. r. o.                       NA      05/28/20   ThousandEyes, Inc.                           NA          08/02/18   Duo Security, Inc.                                    $2,350M
              12/07/20   Slido s.r.o.                          NA      08/26/19   Customer Analytics Technologies Inc.         NA          06/19/18   July Systems Inc.                                        NA
              11/16/20   Banzai Cloud Zrt. (assets)            NA      08/12/19   42hertz Software India Private Limited       NA          05/01/18   Accompani Inc.                                         $270M
   20 deals   11/16/20   All Assets of Banzai Cloud Ltd.       NA      08/06/19   Voicea                                       NA          01/24/18   Skyport Systems Inc.                                     NA
              10/01/20   Portshift Ltd.                      $80M      06/06/19   Sentryo SAS                                  NA

              12/22/20   Compello AS                          NA       05/12/20   Zetech S.A.                                  NA          11/19/19   OneStop Reporting AS                                    NA
              12/01/20   PDE Practicom B.V.                   NA       04/08/20   Specter AB                                   NA          02/11/19   Roxit B.V.                                              NA
              10/26/20   SIA Jumis Pro                        NA       02/20/20   OnGuard International Holding BV             NA          10/16/18   Triangel Solutions AS                                   NA
              09/09/20   Cash Software bv                     NA       01/16/20   Circle Software Group B.V.                   NA          10/08/18   KBOSS.hu Kft                                            NA
              08/24/20   Codegarden AS                        NA       12/16/19   Intelligent IT SRL                           NA          09/11/18   Merit Tarkvara AS                                       NA
   20 deals   08/04/20   Yuki Works B.V.                      NA       12/16/19   S.C. Intelligent IT S.R.L.                   NA          05/29/18   Raet B.V.                                               NA
              05/12/20   Nmbrs B.V.                           NA       12/03/19   Inyett AB                                    NA

              11/30/20   Gainsight Inc.                        NA      05/29/19   Black Mountain Systems, LLC                   NA         11/11/18   Apptio Inc.                                           $1,940M
              11/17/20   Tribute Technology                    NA      03/22/19   PlanSource Benefits Administration, Inc.      NA         10/02/18   Starhome BV                                              NA
              03/04/20   Tripleseat Software LLC               NA      02/07/19   in4mo Oy                                      NA         08/15/18   iCIMS Inc.                                               NA
              11/18/19   Accelya Holding World S.L.            NA      01/14/19   QuickBase Inc.                             $1,000M       08/07/18   Alegeus Technologies LLC                               $750M
              11/18/19   Sonatype Inc.                         NA      12/24/18   MINDBODY Inc.                              $1,750M       06/04/18   Integral Ad Science Inc.                               $800M
   20 deals   09/24/19   Acquia Inc.                        $1,000M    12/11/18   7Park Data, Inc.                              NA         04/23/18   Allocate Software plc                                  $450M
              09/11/19   Vertice Technologies, LLC           $500M     11/29/18   Wrike Inc.                                  $800M
                                                                                                                                                      Sources: Capital IQ, 451 Group, Capstone Headwaters
                                                                                                                                                                                                               17
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS SOFTWARE TEAM
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

ENTERPRISE SAAS & CLOUD 210 PUBLIC COMPANY UNIVERSE – PART 1

       Analytics / AI / BI

             Cloud &
        IT Infrastructure

       Cloud Computing,
       Storage & Delivery

       Communication &
         Collaboration

      Content Creation &
        Management

            CRM &
       Customer Service

                                                                                                                      19
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

ENTERPRISE SAAS & CLOUD 210 PUBLIC COMPANY UNIVERSE – PART 2

      ERP, Supply Chain &
           Commerce

          Finance &
        Administration

       Human Resources

         Marketing &
         Advertising

       Vertical Markets

          Software
        Conglomerates                                                                                                 20
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

Q4 2020 ENTERPRISE SAAS & CLOUD IPOS – MEDIAN LTM REVENUES MULTIPLES

                                                                                                        79.0x

                                                   34.7x

                           10.1x

 Median                    9.5x

                           9.5x

                    5.5x

                   4.8x

                 2.6x

          0.0x          10.0x      20.0x   30.0x     40.0x   50.0x   60.0x         70.0x            80.0x               90.0x                   100.0x

                                                                                                                                              Source: Capital IQ
                                                                                                                Note: Data is current as of December 31th, 2020
                                                                                                                                                                   21
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

Q4 2020 ENTERPRISE SAAS & CLOUD IPOS

  IPO Date     Company           Segment         Description                                                                                                        IPO Details
                                                 C3.ai provides AI-based SaaS applications for enterprises. Its software        Offering Amount       651.0   Mkt Cap at 12/31 13,298.9     LTM Revenue            164.7
                                 Cloud / IT      solutions include a PaaS application development and runtime platform           Offer to Open    + 138.1%    EV/Rev Mult         79.0x     LTM EBITDA            (55.5)
  12/08/20
                               Infrastructure    that enables customers to design, develop, and deploy enterprise AI             Open to Close       - 7.5%   EV/EBITDA Mult       NA       Gross Margin          75.1%
                NYSE:AI                          applications, and industry-specific and turnkey AI solutions.                   Open to 12/31     + 38.8%                                  EBITDA Margin       (33.7)%

                                                                                                                                Offering Amount       594.0   Mkt Cap at 12/31    4,336.1   LTM Revenue            505.9
                                                 Datto provides cloud-based software and technology solutions for
                             Cloud Computing /                                                                                   Offer to Open     + 18.5%    EV/Rev Mult            9.5x   LTM EBITDA             116.1
  10/20/20                                       delivery through the managed service provider (MSP) channel to small
                                  Storage                                                                                        Open to Close     - 15.3%    EV/EBITDA Mult        36.8x   Gross Margin          74.0%
                                                 and medium businesses in the United States and internationally.
               NYSE:MSP                                                                                                          Open to 12/31     - 15.6%                                  EBITDA Margin         22.9%

                                                                                                                                Offering Amount       740.0   Mkt Cap at 12/31    2,625.8   LTM Revenue         2,811.0
                                                 McAfee provides various integrated security, privacy, and trust solutions to
                                 Cloud & IT                                                                                      Offer to Open       - 7.0%   EV/Rev Mult            2.6x   LTM EBITDA            891.0
  10/21/20                                       consumers, small and medium-sized businesses, large enterprises, and
                               Infrastructure                                                                                    Open to Close      + 0.5%    EV/EBITDA Mult         7.3x   Gross Margin         70.5%
                                                 governments in the United States and internationally.
             NasdaqGS:MCFE                                                                                                       Open to 12/31     - 10.3%                                  EBITDA Margin        31.7%

                                                                                                                                Offering Amount      175.8    Mkt Cap at 12/31    2,293.6   LTM Revenue            520.8
                                                 MediaAlpha develops a insurance customer acquisition technology
                                                                                                                                 Offer to Open     + 21.1%    EV/Rev Mult            4.8x   LTM EBITDA               46.7
  10/27/20                    Vertical Market    platform for various verticals of property and casualty insurance, health
                                                                                                                                 Open to Close     + 38.5%    EV/EBITDA Mult        53.2x   Gross Margin          15.2%
                                                 insurance, and life insurance.
               NYSE:MAX                                                                                                          Open to 12/31     + 69.9%                                  EBITDA Margin           9.0%

                                                                                                                                Offering Amount      344.9    Mkt Cap at 12/31    1,702.4   LTM Revenue           345.8
                                                 Meltwater provides media intelligence and social analytics SaaS solutions.
                               Marketing &                                                                                       Offer to Open      + 4.3%    EV/Rev Mult            5.5x   LTM EBITDA             (6.2)
  12/02/20                                       It offers solutions for brand management, media relations, crisis
                               Advertising                                                                                       Open to Close      - 3.3%    EV/EBITDA Mult         NA     Gross Margin         70.7%
                                                 communications, and PR reporting.
              SHSE:688365                                                                                                        Open to 12/31     + 14.0%                                  EBITDA Margin        (1.8)%

                                                                                                                                                                                                       Source: Capital IQ
                                                                                                                                                                                                                            22
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

Q4 2020 ENTERPRISE SAAS & CLOUD IPOS

  IPO Date     Company            Segment          Description                                                                                                   IPO Details

                                                                                                                               Offering Amount     222.5   Mkt Cap at 12/31    1,329.4   LTM Revenue             38.0
                                                   PLAID develops and operates KARTE, a cloud-based customer experience
                             ERP, Supply Chain &                                                                                Offer to Open    + 98.9%   EV/Rev Mult           34.7x   LTM EBITDA            (10.0)
  12/17/20                                         (CX) platform. Its CX platform analyzes the behavior of customers who use
                                 Commerce                                                                                       Open to Close    + 15.0%   EV/EBITDA Mult         NA     Gross Margin          71.2%
                                                   websites and apps and realizes tailored communication to customers.
                TSE:4165                                                                                                        Open to 12/31    + 16.6%                                 EBITDA Margin       (26.3)%

                                                   PubMatic provides a cloud infrastructure platform that enables real-time    Offering Amount     118.0   Mkt Cap at 12/31    1,337.2   LTM Revenue            126.9
                                Marketing &        programmatic advertising transactions. The company’s solutions include       Offer to Open    + 25.6%   EV/Rev Mult           10.1x   LTM EBITDA              33.9
  12/08/20
                                Advertising        PubMatic Cloud, a customizable PaaS to deliver proprietary solutions, and    Open to Close    + 17.2%   EV/EBITDA Mult        37.8x   Gross Margin          69.2%
             NasdaqGM:PUBM                         openwrap, the Prebid-powered header bidding solution.                        Open to 12/31    + 11.3%                                 EBITDA Margin         26.7%

                                                                                                                                                                                                    Source: Capital IQ
                                                                                                                                                                                                                         23
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN STOCK PERFORMANCE – SAAS & CLOUD 205
 SaaS & Cloud 205 posted a strong median gain of 19.6% in Q4 as strong vaccine results drove investor confidence, outperforming the broader NASDAQ for the quarter though slightly behind for the
  year.
    » Finance & Administration and Marketing & Advertising led growth, both up over 25%.
    » Cloud & IT Infrastructure and Analytics/AI/BI were up over 20% as transition to cloud and data analytics accelerate across enterprises.
 Despite COVID-19 cases rising from the combination of colder weather and COVID-fatigue resulting in relaxed preventative measures, we see a pullback in valuations as unlikely. Unless a new strain
  resistant to vaccines breaks out, investors are expecting an economic recovery during 2021.

                                 Stock Performance                                                                                        Stock Performance - 9/30 - 12/31

 180%
          163.5%                                                                                           Finance & Administration                                                                       29.5%
 160%              157.4%
                                                                                                           Marketing & Advertising                                                                  27.0%
                                                                                                           Cloud & IT Infrastructure                                                           24.8%
 140%
                                                                                                Analytics / AI / Business Intelligence                                                        24.4%
 120%
                                                                                                                  Human Resources                                                         22.0%
 100%                         91.9%                                                                               SaaS & Cloud 205                                                 19.6%
                                      86.7%
                                                                                                   Communication & Collaboration                                                  18.6%
  80%
                                                                                                                     Vertical Market                                          17.6%
  60%                                                                                               ERP, Supply Chain & Commerce                                          14.8%
                                                   43.0%   43.6%
  40%                                                                                                      CRM & Customer Service                               10.1%
                                                                    19.6%                         Content Creation & Management                          7.6%
  20%                                                                       15.4%
                                                                                                           Software Conglomerates                 4.6%
   0%                                                                                                   Cloud Computing / Storage               3.4%
            Last 5 Years       Last 3 Years           2020           9/30 - 12/31
                                                                                                                                         0%     5%        10%           15%       20%       25%        30%          35%
                                SaaS & Cloud 205      NASDAQ

                                                                                                                                                                                             LTM = Last Twelve Months
                                                                                                                                                                                                    Source: Capital IQ    24
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN LTM REVENUE MULTIPLES – SAAS & CLOUD 205
 The median LTM revenue multiple of 11.1x marks a huge leap, and new record level, as multiples increasingly seem detached from fundamentals, particularly in new IPOs coming to market.
    » While some businesses are benefiting from the shift to cloud/virtual, many companies have had little boost or slowdowns, yet are experiencing rising multiples as investors are flocking to the
      perceived safety and growth potential of SaaS businesses relative to other investments despite inflated valuations. Though we have seen some pullbacks across tech companies as institutional
      investors rebalanced portfolios nearing year end.

                                LTM Enterprise Value / Revenue                                                                               LTM Enterprise Value / Revenue

  12.0x
                                                                                     11.1x                     Finance & Administration                                                                                    22.4 x
                                                                                                        ERP, Supply Chain & Commerce                                                                                     21.9 x
  10.0x                                                                                             Analytics / AI / Business Intelligence                                                       15.5 x
                                                                                                               Cloud & IT Infrastructure                                             12.4 x
   8.0x                                                                                                Communication & Collaboration                                                12.1 x
                                                                  7.0x
                                                                                                      Content Creation & Management                                                 12.1 x
                                        6.0x        6.0x
   6.0x                                                                                                        Marketing & Advertising                                            11.3 x
             5.1x        5.0x
                                                                                                                      SaaS & Cloud 205                                           11.1 x

   4.0x                                                                                                        CRM & Customer Service                                            10.9 x
                                                                                                                         Vertical Market                                 8.4 x

   2.0x                                                                                                               Human Resources                                7.5 x
                                                                                                            Cloud Computing / Storage                            6.0 x
                                                                                                               Software Conglomerates                       5.4 x
   0.0x
             2015        2016           2017        2018          2019               2020                                                    0x   2x   4x   6x      8x    10x 12x 14x 16x 18x 20x 22x 24x
                                                           Based on data available as of 12/31/20                                                                                            Based on data available as of 12/31/20

                                                                                                                                                                                                    LTM = Last Twelve Months
                                                                                                                                                                                                           Source: Capital IQ         25
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN LTM EBITDA MULTIPLES – SAAS & CLOUD 205
 The median LTM EBITDA multiple of 39.4x is a huge jump to a record level, rebounding significantly from Q1’s drop to 21.3x and over double 2015’s multiple.
   » The big movement is driven by the combination of increasing valuations with a drop in EBITDA across the SaaS & Cloud 205 and buoyed by a surge of recent IPOs with lots of younger
     companies with lower profit margins and trading at high multiples as they focus on growth.
   » Investors are clearly looking past weaker near-term earnings and rewarding growth, preferring to bet on positioning of future market leaders with the presumption that strong earnings will
     follow in the future.

                           LTM Enterprise Value / EBITDA                                                                                                  LTM Enterprise Value / EBITDA

   45x                                                                                                                     Finance & Administration                                                                           148.6 x
                                                                                             39.4x                 Communication & Collaboration
   40x                                                                                                                                                                                                  102.0 x
                                                                                                                    ERP, Supply Chain & Commerce                                             78.9 x
   35x
                                                                                                                  Content Creation & Management                                  52.4 x
   30x                                                                     28.4x                                           CRM & Customer Service                                51.7 x
                                                                                                                                  Human Resources                           43.0 x
   25x
                                      22.0x             22.0x
                                                                                                                           Cloud & IT Infrastructure                       40.2 x
   20x      17.2x       17.9x                                                                                   Analytics / AI / Business Intelligence                     39.7 x

   15x                                                                                                                            SaaS & Cloud 205                         39.4 x
                                                                                                                           Marketing & Advertising                       36.9 x
   10x
                                                                                                                                     Vertical Market                   31.5 x
    5x                                                                                                                  Cloud Computing / Storage               17.9 x
                                                                                                                           Software Conglomerates             12.7 x
    0x
            2015        2016          2017               2018              2019               2020                                                       0x                50x                    100x                   150x                    200x
                                                                       Based on data available as of 12/31/20                                                                                                   Based on data available as of 12/31/20
                                Companies with EBITDA Margin
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN REVENUE GROWTH – SAAS & CLOUD 205
 Median LTM revenue growth slipped to 20.9%, the lowest level since 2015 as COVID-19 has impacted performance for many companies.
 Analysts expect weakened growth over the next year, projecting a median growth of just 17.2%. However, this is up from last quarters projection of 13.4% growth signaling increased optimism by
  analysts.
      » Growth metrics are murky as COVID-19 continues to hamper the economy and timing for broad vaccine rollout remains unclear.
 Content Creation & Management, Communication & Collaboration and ERP, Supply Chain & Commerce, and CRM & Customer Services are the only segments projecting growth above 15%.

                              Revenue Growth vs Prior 12 Mos                                                                           NTM / LTM Revenue Growth Projection

30%
                                         27.7%                                                        Content Creation & Management                                                                            22.9%
                                                                                                       Communication & Collaboration                                                                       21.9%
25%
                    23.1%     22.8%                 22.4%                                               ERP, Supply Chain & Commerce                                                         18.3%
                                                                   20.9%
                                                                                                               CRM & Customer Service                                               15.5%
20%      19.2%
                                                                                     17.2%                     Marketing & Advertising                                          14.3%
                                                                                                    Analytics / AI / Business Intelligence                                     14.0%
15%
                                                                                                                      Human Resources                                         13.6%
                                                                                                                      SaaS & Cloud 200                                        13.4%
10%
                                                                                                               Finance & Administration                                  12.6%
                                                                                                            Cloud Computing / Storage                                 11.2%
 5%
                                                                                                                         Vertical Market                              11.0%
                                                                                                               Cloud & IT Infrastructure                              10.9%
 0%
                                                                                                               Software Conglomerates                    5.8%
          2015      2016       2017      2018       2019            2020            NTM
                                                                                  12/31/20                                                   0%     5%          10%           15%              20%                25%
                                                           Based on data available as of 12/31/20                                                                                 Based on data available as of 9/30/20

                                                                                                                                                                                        LTM = Last Twelve Months
                                                                                                                                                                                               Source: Capital IQ         27
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN EBITDA GROWTH – SAAS & CLOUD 205
 Median EBITDA growth increased to 23.6% during 2020 on solid revenue growth coupled with more conservative operating expenditures (opex) in the face of COVID-19.
    » Growth is projected to decelerate to 15.1% as spending returns along with the economic recovery.
 Six segments project EBITDA growth of more than 20%.
 Cloud & IT Infrastructure projects just 5.6% growth, while Software Conglomerates project relatively flat EBITDA.

                             EBITDA Growth vs Prior 12 Mos                                                                                       NTM / LTM EBITDA Growth Projection

 35%
                                                                                                                        Finance & Administration                                                                                  26.3%

 30%                                          28.8%                                                                     CRM & Customer Service                                                                            23.1%
                                                                                                                               Human Resources                                                                        21.5%
 25%                                                                          23.6%                          Analytics / AI / Business Intelligence                                                                20.6%
                     20.9%       20.4%                                                                           ERP, Supply Chain & Commerce                                                                      20.5%
                                                              19.2%
 20%                                                                                                           Content Creation & Management                                                                       20.4%
                                                                                               15.1%                    Marketing & Advertising                                                                  19.5%
 15%
                                                                                                                                  Vertical Market                                                           17.6%
          9.6%                                                                                                                 SaaS & Cloud 205                                                      15.1%
 10%
                                                                                                                     Cloud Computing / Storage                                                12.2%
  5%                                                                                                            Communication & Collaboration                                            10.4%
                                                                                                                        Cloud & IT Infrastructure                           5.6%
  0%                                                                                                                    Software Conglomerates           (0.2)%
          2015       2016        2017         2018             2019            2020            NTM
                                                                                             12/31/20                                                 (5)%        0%   5%          10%          15%          20%          25%          30%
                                                                    Based on data available as of 12/31/20                                                                                             Based on data available as of 12/31/20
                                         Companies with EBITDA Margin between -5.0% and 5.0% deemed NA                                                                      Companies with EBITDA Margin between -5.0% and 5.0% deemed NA

                                                                                                                                                                                                               LTM = Last Twelve Months
                                                                                                                                                                                                                      Source: Capital IQ        28
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN GROSS MARGIN TRENDS – SAAS & CLOUD 205
 Gross margins improved to 70.5%, marking a new high.
 Gross margins vary widely by segment, ranging by nearly 20%, with seven segments achieving more than 70% gross margins and just two below 65%.
    » Cloud Computing/Storage represents the weakest gross margins as competitive pricing pressure in the mature segment has led to thinner margins.
    » Vertical Markets tend to have lower gross margins, likely from a combination of typically lower scale and increased customer support costs for more specialized solutions.

                                   Gross Margins                                                                                                  Gross Margins by Segment

  80%
                                                                                                               Cloud & IT Infrastructure                                                           77.2%
                                    68.8%          70.1%         70.2%               70.5%
  70%      67.7%        68.0%                                                                         Content Creation & Management                                                              75.1%
                                                                                                    Analytics / AI / Business Intelligence                                                     73.5%
  60%
                                                                                                               Marketing & Advertising                                                         73.4%

  50%                                                                                                                 Human Resources                                                        71.0%
                                                                                                               CRM & Customer Service                                                        70.8%
  40%
                                                                                                               Finance & Administration                                                      70.8%

  30%                                                                                                                 SaaS & Cloud 205                                                      70.5%
                                                                                                        ERP, Supply Chain & Commerce                                                        69.6%
  20%
                                                                                                               Software Conglomerates                                                      69.4%

  10%                                                                                                  Communication & Collaboration                                                       68.5%
                                                                                                                         Vertical Market                                           59.3%
   0%
                                                                                                            Cloud Computing / Storage                                              58.8%
           2015         2016         2017          2018           2019                2020
                                                                                                                                             0%             25%              50%            75%                   100%
                                                           Based on data available as of 12/31/20                                                                                   Based on data available as of 12/31/20

                                                                                                                                                                                           LTM = Last Twelve Months
                                                                                                                                                                                                  Source: Capital IQ         29
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN EBITDA MARGIN TRENDS – SAAS & CLOUD 205
 Median EBITDA margins of 13.6% continue the rising trend, nearing 2015’s recent high, as companies have managed operating expenditures (opex) during COVID-19.
    » Software Conglomerates and Cloud Computing/Storage companies generate strong EBITDA margins from their mature business models and large scale.
    » Marketing & Advertising EBITDA margins are strong for larger players while smaller players are typically losing money as they attempt to add scale.
    » The Vertical Market segment achieves high EBITDA margins despite the relatively low gross margins, often focusing on developing mature business models earlier than horizontal players
      who are more willing to trade near term profitability for increased growth as they chase larger total addressable markets.

                                  EBITDA Margins                                                                                                 EBITDA Margins by Segment

  16%
                                                                                                              Software Conglomerates                                                                         41.7%
           14.1%
  14%                                                                               13.6%                     Marketing & Advertising                                                28.0%
                                                                12.3%
                                                                                                           Cloud Computing / Storage                                               26.1%
  12%                  11.3%                     11.1%
                                    10.6%                                                                               Vertical Market                                        23.6%
  10%                                                                                                Content Creation & Management                                         20.0%
                                                                                                                     Human Resources                               14.6%
   8%
                                                                                                              Cloud & IT Infrastructure                            14.4%
   6%                                                                                                                SaaS & Cloud 205                             13.6%
                                                                                                              Finance & Administration                          11.7%
   4%
                                                                                                              CRM & Customer Service                           11.1%
   2%                                                                                                 Communication & Collaboration                            10.7%
                                                                                                       ERP, Supply Chain & Commerce                      8.1%
   0%
           2015         2016         2017          2018          2019                2020          Analytics / AI / Business Intelligence        0.8%

                                                                                                                                            0%           10%            20%         30%              40%                50%
                                                          Based on data available as of 12/31/20                                                                                       Based on data available as of 12/31/20

                                                                                                                                                                                             LTM = Last Twelve Months
                                                                                                                                                                                                    Source: Capital IQ          30
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS SOFTWARE TEAM
ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q4 2020

3   SENIOR SOFTWARE COVERAGE TEAM
2

                            Capstone Headwaters has organized a highly skilled transaction team with deep industry
                             expertise, close relationships with market leaders, and extensive execution experience

             David Michaels                           John Snead                           David Francione                     David DeSimone                            Teak Murphy
              Head of TMT                       Head of International TMT                  Head of Fintech                     Managing Director                           Director
        David brings 30 years of               John Snead is responsible for        David has over 23 years of           David has over 22 years of           Teak has over 20 years of
         investment banking experience           managing Capstone’s Central           experience as an investment           experience in equity, debt and        experience assisting technology
         in technology M&A and                   European investment banking           banker and leads the firm’s           M&A transactions                      companies on mergers,
         financing                               activities                            Fintech practice                     Previously, David served as a         acquisitions, IPOs, and capital
        Previously, he founded                 Previously, he founded               Previously, David served as           Principal at Bowen Advisors,          raises
         SagePoint Advisors and was a            Grenport Limited, was                 Senior Vice President at              was a Vice President at              Prior experience includes
         Co-Founder, Partner, and                Managing Director in Kroll’s          Silverwood Partners, was head         Boenning & Scattergood and            SagePoint Advisors,
         Managing Director at                    corporate finance group, was a        of corporate development for          held positions at Needham &           Montgomery & Co., Cowen, and
         Montgomery & Co.                        Director in Arthur Andersen’s         Elcom International and held          Company, RobertsonStephens            Enterprise Partners Venture
        BS, Engineering, from University        Corporate Finance Practice and        positions at SS&C Technologies        and J.P. Morgan                       Capital
         of Michigan                             held positions at KPMG and            and Advest, Inc.                     BA, Government, from                 BS, Finance, from University of
                                                 Morgan Grenfell                      BS, Finance, from Central             Harvard University                    Southern California
        MBA, Finance, from UCLA
                                                BS, Accounting, from University       Connecticut State University
                                                 of Wolverhampton                     MBA, Finance, from University
                                                MBA, from University of               of Connecticut
                                                 Birmingham

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