SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group

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SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
SEG         SEG Snapshot:
Overview   1Q19 SaaS M&A Update
SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
Table of Contents

    3      Report Definitions

    4      Brief SEG Overview

    10     SEG Market Outlook

    13     SaaS M&A Update

    28     Appendix

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SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
Report Definitions
                SaaS companies are defined as those companies that primarily offer their solutions via the cloud
 SaaS           and through a subscription or transaction-based pricing model

                Software companies are defined as those companies that are deemed to be license model
 Software       businesses or may be in the early stages of converting to subscription-based models

 EV             Enterprise Value

 TTM            Trailing Twelve Months

 YoY            Year-Over-Year

 QoQ            Quarter-Over-Quarter

                                     Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved            3
SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
Brief SEG Overview
SEG Snapshot: 1Q19 SaaS M&A Update
SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
Software Equity Group Overview
Unmatched Expertise | Extraordinary Results

                   25+                                           Billions                                              1,000s
              Years of Experience                    in Aggregate Transaction Value                                of Buyer Relationships

    ▪ Software Equity Group (SEG) provides                                         BROAD NETWORK OF SOFTWARE INDUSTRY BUYERS & INVESTORS
      unparalleled M&A advisory services for emerging
      and established B2B software companies
    ▪ Exclusive focus on sell-side advisory services for
      25+ years
    ▪ Services include:
         ▪ Strategic M&A
         ▪ Majority Recapitalizations
         ▪ Divestitures
         ▪ Board Advisory

                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                            5
SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
SEG’s Recent Select Sell-Side M&A Activity

                           Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved   6
SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
SEG
RESEARCH
We constantly track transactions and                                 SEG Snapshot: 2019 Annual                SEG Snapshot: 3Q18 SaaS M&A
                                                                      Software Industry Report                       Market Update
buyer appetite to aggressively create
competitive markets for our clients’
businesses. As always, our research is
complimentary.

CLICK TO ACCESS RESEARCH

                                                                    SEG Snapshot: Supply Chain                  SEG Snapshot: SaaS and
                                                                       Software M&A Activity                      Software IPO Activity

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SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
What Our Clients Say

  "After working with hundreds of vendors, suppliers, and    “We couldn’t be happier. The SEG team was incredibly                  "After a thorough search, we decided to use SEG due to
       partners over the last 30 years, I consider my          efficient, always available to answer any questions                    their proven understanding of our business, deep
  experience with SEG to be the most enjoyable with the       along the way, and worked hard to ensure a smooth                     industry expertise, and proven track record of creating
  best outcome. The SEG team was a source of guidance        process. Their relationships and deal execution skills                   very competitive processes. The SEG team did a
    and leadership and I knew I was in great hands the        were second to none and yielded a range of options                    phenomenal job keeping buyers engaged and moving
    entire way. Their incredible effort led to a wonderful       amongst the best possible buyers. We would                         aggressively through the process. All this resulted in a
       outcome for our customers, employees, and               recommend SEG to any company looking for M&A                          hugely successful outcome for the shareholders of
    shareholders. I appreciate that the team was highly      advice, strategy, and execution. They truly went above                Rentlytics with a 10x ARR multiple. SEG was the driver
  relatable, and we had fun working together. Hiring SEG                              and beyond.”                                 behind this success. They created value well in excess
     was the best decision I have made in my career.”                                                                                                    of their fee.”
                   Todd Collins                                      Dana Zeff (Founder & CEO) and                                                  Justin Alanis
            Founder & CEO of HemaTerra                            Steven Ozbun (President), LeaseLabs                                         Founder & CEO of Rentlytics
   SEG served as exclusive advisor to HemaTerra in its        SEG served as exclusive advisor to LeaseLabs in its                    SEG served as exclusive advisor to Rentlytics in its
        investment from The Riverside Company                             acquisition by RealPage                                                acquisition by RealPage

                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                               8
SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
SEG Client Videos

  SEG Client Videos are a unique way to gain insight into the M&A process from former SEG clients. Check out our
  recent videos from SEG clients Nexternal, Bigfoot, and Indatus. Keep an eye out as we continue to build a broader
  library throughout 2019.

                                            Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved        9
SEG Snapshot: 1Q19 SaaS M&A Update - SEG Overview - Software Equity Group
SEG Market Outlook
SEG Snapshot: 1Q19 SaaS M&A Update
Key Observations: 1Q19 SaaS M&A
High-level review of the following 1Q19 SaaS M&A report.

     • The broader software industry M&A bull market trend continued through 1Q19. In particular, the SaaS
        M&A market boomed, reaching an all-time quarterly record of 277 transactions.

     • SaaS valuations remained buoyant, with 12 of the past 13 quarters posting a revenue multiple above
        the nine-year median of 4.0x EV/Revenue. 1Q19’s revenue multiple of 4.5x EV/Revenue was well
        above this median as well.

     • Private equity buyers continued to have a strong appetite for SaaS companies and comprised the
        majority of SaaS acquisitions in the market.

                                                    Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved   11
Summary: 1Q19 SaaS M&A
Summary of discovered trends in the following 1Q19 SaaS M&A report.

     •   Buyer appetite for small and medium sized SaaS targets (SMBs) remained strong in 1Q19.
          •   The highest percent of SaaS targets in 1Q19 were SMBs with less than 100 employees (56.5% of targets),
              were founded five to nine years ago (33.8% of targets), and were bootstrapped (66.3% of targets).
     •   About a third of transactions in 1Q19 had a revenue multiple greater than 6.0x EV/Revenue. Targets with revenue of
         $50-$100M posted the highest median revenue multiple of 5.3x EV/Revenue, while targets with revenue of $100M or
         greater posted the second highest revenue multiple of 5.0x EV/Revenue.
     •   In terms of deal count, CRM & Marketing led all other product categories, posting 37 transactions, while Healthcare
         software led vertical targets, comprising 22.9% of all vertical deals in 1Q19.
          •   The high demand for Healthcare software is due to the market’s large total addressable market, as the
              traditionally lagging industry is now catching up to speed in terms of implementing tech solutions.
     •   Numerous FinTech targets remained among notable high-profile transactions (greater than $500M), including the
         acquisition of EllieMae, eFront, and PIETech. This segment comprised 8.6% of all vertical SaaS deals in 1Q19.
     •   HR & Talent Management software deals remained among other notable transactions and included deals such as
         Ultimate Software Group, Jobvite, and Sage Payroll Business.
          •   As the U.S. continues to experience all-time low unemployment rates, software solutions are in high demand to
              manage recruiting processes, employees, payroll and benefits, etc.

     Please enjoy the report and feel free to reach out with any questions or to discuss our relevant market insights.

                                                   Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved          12
SaaS M&A Market Update
SEG Snapshot: 1Q19 SaaS M&A Update
Historical Software Industry M&A Volume
      In the broader software industry(1), the bull market trend continued through the first quarter of 2019.

                                          Software Industry M&A Deal Volume                                                                                               Rolling Average Deal Volume(3)

                           3,500
                                                            Q1        Q2        Q3    Q4                                                                                                                   656
                                                                                                                    SEG
                                                                                                                 Estimate(2)
                           3,000

                                                                                                                                          Number of Deals (TTM Average)
                           2,500

                           2,000
         Number of Deals

                           1,500

                           1,000

                            500

                              0
                                   2009   2010   2011     2012      2013       2014   2015   2016   2017    2018     2019
(1)   Includes SaaS, on-premise license model, internet, and mobile transactions.
(2)   SEG Estimate is based on the growth rate from 2017 to 2018 of 11%. .
(3)   Rolling average deal volume is a TTM average.

                                                                                                    Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                           14
1Q19 SaaS M&A Highlights: Deal Volume
      SaaS M&A volume continues to be extremely strong as 1Q19 posted the highest quarterly deal volume on a historical basis.

                                                        Q1                                Q2                             Q3                           Q4                        Percent of Total Software M&A Deals
                                         1,200                                                                                                                                                                                    38.0%
                                                                                                                                                                                                                SEG Estimate(1)

                                                                                                                                                                                                                                  33.0%
                                         1,000

                                                                                                                                                                                                                                  28.0%

                                                                                                                                                                                                                                          Percent of Total Software M&A Deals
              Number of SaaS M&A Deals

                                          800
                                                                                                                                                                                                                                  23.0%

                                          600                                                                                                                                                                                     18.0%

                                                                                                                                                                                                                                  13.0%
                                          400

                                                                                                                                                                                                                                  8.0%

                                          200
                                                                                                                                                                                                                                  3.0%

                                            0                                                                                                                                                                                     -2.0%
                                                 2010      2011                   2012                    2013                2014                2015                2016           2017            2018             2019

(1)   SEG Estimate is an annualized figure based on 1Q19. We expect 2019 to reach 1,100 to 1,200 deals.

                                                                                                           Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                                                                   15
1Q19 SaaS M&A Highlights: Valuation(1)
      M&A valuations remained strong and consistent with past quarters, of which 12 of the past 13 quarters remained above the median(1).

                                                  5.0x

                                                                                                                                                                                                           4.5x
                                                  4.5x

                                                         Median (4.0x)(2)
                                                  4.0x

                                                         Average (3.9x)(2)
                                                  3.5x
              Median TTM EV/Revenue Multiple(2)

                                                  3.0x

                                                  2.5x

                                                  2.0x

                                                  1.5x

                                                  1.0x

                                                  0.5x

                                                  0.0x
                                                         1Q10                1Q11     1Q12                        1Q13                    1Q14                   1Q15                 1Q16   1Q17   1Q18   1Q19

(1)   Values are on a median TTM basis, indicating that each quarter includes 12 months of data in order to obtain a larger dataset.
(2)   Median and average values are based on data from 1Q10 to 1Q19.

                                                                                                                 Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                               16
1Q19 SaaS M&A Highlights: By Product Category
      CRM & Marketing accounted for the highest deal count, while eCommerce Enablement Software outperformed other product categories with
      the highest revenue multiple.
                                                                                                                                                                   SaaS Categories by Median TTM EV/Revenue
                   Top SaaS Product Categories by Deal Volume (1Q19)
                                                                                                                                                                                (Last 3 Years)(2)

                         CRM & Marketing                                                                                           37                              eCommerce Enablement Software(3)           8.8x

                         HR & Talent Management                                                                 30                                                 Storage & Systems Management        6.7x

                         Content / Document Management &
                                                                                                          28                                                       Engineering & PLM                  6.5x
                         BPM

                                                                                                                                                                   Analytics & Business
                         Analytics & Business Intelligence(1)                                          27                                                                                      5.6x
                                                                                                                                                                   Intelligence

                                                                                                                                                                   Data Management &
                         Security                                                     21                                                                                                      5.3x
                                                                                                                                                                   Integration
(1)   This category dipped in deal count compared to previous quarters. This is because Governance, Risk, and Compliance deals were separated and placed in its
      individual category. GRC has been a growing category, with 13 deals in 1Q19, thus they were separated from Analytics & BI.
(2)   Data is a median of the last three years to obtain a larger data sample.
(3)   eCommerce included a couple deals with highly valued targets, including Adobe’s acquisition of Magento (11.2x), Square’s acquisition of Weebly (7.2x), and
      Salesforce’s acquisition of Demandware (10.5x).

                                                                                                               Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                    17
1Q19 SaaS M&A Highlights: Business Model Type
      Healthcare, Education, and Real Estate accounted for the highest percent of all vertical SaaS deals in 1Q19.

                                                    Business Model Type(1)                                                                                                                                           Top Vertical Deals(2)

                                                                                                                                                                                             22.9%
                  Horizontal
                    62%

                                                                                                                                                          Percent of Total Vertical Deals
                                                                                                                                                                                                          15.2%

                                                                                                                                                                                                                        10.5%
                                                                                                                                                                                                                                     8.6%
                                                                                 Vertical
                                                                                  38%                                                                                                                                                         4.8%        4.8%

                                                                                                                                                                                            Healthcare   Education    Real Estate   Finance   Retail   Public Sector

                                                                                                                                            Select
                                                                                                                                           Vertical
                                                                                                                                            SaaS
                                                                                                                                           Targets
(1)   Business model type indicates the focus of the target. The target can either be horizontal and serving multiple industries, or serving a specific
      vertical market.
(2)   Top vertical deals as a percent of all vertical SaaS deals in 1Q19.

                                                                                                                    Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                                                 18
1Q19 SaaS M&A Highlights: Deal Count by Vertical (Last 3 Years)
      Over the past three years, Healthcare, Real Estate, and Education remained the top verticals in terms of deal count. (1)

                                             1Q16              2Q16             3Q16               4Q16            1Q17              2Q17          3Q17      4Q17          1Q18          2Q18   3Q18   4Q18   1Q19

                   Healthcare                                                                                                          162

                  Real Estate                                                                                        132

                    Education                                                                            112

         Financial Services                                                                   92

                          Retail                                    48

                    Hospitality                                40

                          Other                                                                                                                                                                                      396

(1)   With the exception of the “Other” category. The “Other” vertical includes all verticals with less than 40 deals over the past three years.

                                                                                                                    Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                     19
Revenue Multiples – Last 3 Years
      Medium to large sized targets (posting $50-$100M revenue) posted the greatest EV/Revenue, while a third of SaaS targets posted an
      EV/Revenue greater than 6.0x EV/Revenue.

                                                  Revenue Multiple by Seller Revenue                                                                                                                          Revenue Multiple Distribution

                                                                                                  5.3x
                                                                                                                                  (2)                                                                                                                                   34.6%
                                                                                                                           5.0x
                                                        4.6x

                                                                          4.2x

                                                                                                                                                               Percent of Deals - Last 3 Years
                                          3.5x
            Median EV/Revenue Multiple

                                                                                                                                                                                                                                    16.1%

                                                                                                                                                                                                            13.4%       13.4%
                                                                                                                                                                                                                                                11.5%

                                                                                                                                                                                                                                                             6.9%

                                                                                                                                                                                                 4.1%

                                         $10M $20M $50M $100M                                                                   1.0x &   > 2.0x &  3.0x &  4.0x &  5.0x &  6.0x
                                                                                                                                                                                                            $100M) only posted 5.0x EV/Revenue due to select acquisitions of large, low growth public companies.

                                                                                                                Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                                                               20
1Q19 SaaS M&A Highlights: Buyer & Target Backing
      Private equity buyers(1) accounted for the highest percent of SaaS M&A deals, while the majority of targets had no VC funding.

                                        SaaS M&A Activity by Buyer Type                                                                              SaaS M&A Activity by Target Ownership

                                                          Private
                                                         Strategic
                                                           9.4%

               Private Equity                                                                                                           VC Funding
                   Direct                                                                     Publicly Traded
                                                                                                                                          33.7%
                   15.9%                                                                         Strategic
                                                                                                   36.1%

                                                                                                                                                                                         Bootstrapped
                                                                                                                                                                                            66.3%

                     Equity Backed
                       Strategic
                         38.6%

(1)   Private Equity Buyers includes Private Equity Direct and Equity Backed Strategic
(2)   Private Equity Direct includes private equity firms making platform acquisitions
(3)   Equity Backed Strategic includes all strategic buyers backed by a private equity firm

                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                        21
SaaS M&A Activity by Employee Count & Company Age (1Q19)
      The highest percent of targets were SMBs with less than 100 employees and were founded between 2010 and 2014.

                                    Employee Count of Target Company                                                                  Lifespan of Target Company

                                             15.3%
                                                                                                                              33.8%
                                                                                 1-50
                                                                   41.2%

                            2.4%                                                 51-100

                         1.2%
                                                                                 101-150
                      2.4%

                     3.5%                                                        151-200

                                                                                 201-250
                                                                                                                                          15.2%
                                                                                                                                                                13.7%
                      9.4%                                                       251-300                                                             12.2%
                                                                                                               11.0%

                                                                                 301-350
                                                                                                                                                                             7.2%    6.8%

                                                                                 351-400
                                    9.4%

                                                                                 >401
                                                           15.3%                                                 1-4            5-9        10-14      15-19      20-24       25-29   >29

                                                                                                                                         # of Years Since Company Founding
(1)   30.7% of SaaS targets reported its employee count.
(2)   94.9% of SaaS targets reported its founding year.

                                                                    Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                      22
SaaS M&A Activity: By Region (1Q19)
      North America and Europe continued to dominate the SaaS M&A market in 1Q19.

                                                                                                                                                         24.5% / 16.2%
                                                        67.9% / 75.8%

      Target Region / Acquirer Region
                   Region(1)                   Target           Acquirer

       North America                           67.9%              75.8%

       Europe                                  24.5%              16.2%

       Rest of World                            7.6%               7.9%

(1)   Values indicate the percent of acquisitions of both the target region and the acquirer region. Regions are based on the headquarters for each company.

                                                                                                                Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved   23
Select Most Active Buyers of SaaS (Last 12 Months)
                       Buyer                                                                           SaaS Sellers(1)

               Other Select Active Buyers (3+ Transactions)

(1)   Transactions listed may not include all deals by the buyer.

                                                                    Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved   24
Notable High Profile SaaS Deals (1Q19)
                      Buyer                          SaaS Seller
                                                                   Private equity firm, Hellman & Friedman, acquired Ultimate Software Group for $11B (9.9x EV/Revenue). Ultimate
                                                                   Software Group is a provider of cloud-based human capital management software for businesses, including human
                                                                   resources, payroll and benefits management, and workforce management. The acquisition supports Ultimate Software’s
                                                                   vision of serving the global HR market and will allow the company to utilize financial and strategic advice to bring new
                                                                   features and services to the market more quickly.

                                                                   Private equity firm, Thoma Bravo, acquired Ellie Mae for $3.7B (7.5x EV/Revenue). Ellie Mae is a leading provider of
                                                                   cloud-based mortgage loan origination software for the financial sector. The investment will enable Ellie Mae to remain
                                                                   committed to its customer’s success, innovation, and growth of the Encompass Digital Lending Platform, while reaching
                                                                   the next phase of growth as a company.

                                                                   BlackRock, a provider of investment portfolio management advisory services, acquired eFront for $1.3B (9.3x
                                                                   EV/Revenue). eFront is a provider of technology solutions for managing the alternatives investment lifecycle, from due
                                                                   diligence and portfolio planning to performance and risk analysis, across a range of alternative asset classes. The
                                                                   acquisition, combined with BlackRock’s existing investment operating platform, Aladdin, will create an industry-leading
                                                                   comprehensive whole portfolio investment operating platform.

                                                                   Envestnet, a provider of intelligent systems for wealth management and financial wellness, acquired PIEtech for $500M.
                                                                   PIEtech is a provider of collaborate financial planning SaaS, including MoneyGuide, a goals-based financial planning
                                                                   application used by financial advisors. The acquisition will position Envestnet as a leader in financial planning solutions
                                                                   as it compliments Envestnet’s existing solutions and provides clients with access to a more comprehensive application
                                                                   stack.

(1)   Includes select deals greater than $500M EV.

                                                                     Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                          25
Notable Mid Market SaaS Deals (1Q19)
                     Buyer                                  SaaS Seller
                                                                          Zix, a provider of security software solutions to healthcare and financial services companies, acquired AppRiver from
                                                                          Marlin Equity Partners for $275M (2.8x EV/Revenue). AppRiver is a leading provider of cloud-based email security and
                                                                          managed messaging software. The acquisition will expand Zix’ customer base, positioning it as a leading cloud-based
                                                                          email security provider to SMBs.

                                                                          Major credit card provider, Visa, acquired Earthport, a provider of cross-border payment software and services for
                                                                          $269.4M (6.7x EV/Revenue). The acquisition will contribute to the development of Visa’s payment solutions, especially
                                                                          as Visa launches B2B Connect, its blockchain-based cross-boarder payment service, later this year.

                                                                          Descartes, a provider of supply chain management software and SaaS, acquired Visual Compliance for $250M. Visual
                                                                          Compliance is a provider of foreign trade compliance software. The acquisition will be combined with Descartes’ MK
                                                                          Data denied parties screening business and Global Logistics Network to better help customers navigate the trade
                                                                          compliance landscape while managing the full lifecycle of their shipments.

                                                                          Dropbox, a provider of subscription-based file storage, acquired HelloSign, a provider of e-signature automation, e-fax
                                                                          and document workflow management SaaS to businesses for $230M. The acquisition will add additional functionalities
                                                                          to the Dropbox offering, including new e-signature capabilities, e-fax features and workflow management functionality.

                                                                          Cision, a provider of marketing campaign software, acquired TrendKite for $225 (8.9x EV/Revenue). TrendKite is a
                                                                          provider of AI-based digital PR management and analytics SaaS for brands and media companies globally. The
                                                                          transaction represents Cision’s third acquisition in six months, and will extend its leadership in communications
                                                                          measurement and attribution.
(1)   Includes select deals greater than between $200M and $300M EV.

                                                                            Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                      26
Notable Mid & Lower Market SaaS Deals (1Q19)
                      Buyer                       SaaS Seller
                                                                Atlassian, a provider of team collaboration and productivity software, acquired AgileCraft for $166M. AgileCraft is a
                                                                provider of cloud-based AI-enabled project and portfolio management SaaS that enables organizations to scale agile by
                                                                unifying and synchronizing work across programs and portfolios. The acquisition enables Atlassian to offer a unified
                                                                solution for executives to align work across their organization.

                                                                Blackbaud, provider of cloud-based non-profit management software, acquired YourCause for $157M. YourCause is a
                                                                provider of cloud-based software for organizations to organize and track charitable donations and volunteer activities by
                                                                employees. The acquisition positions Blackbaud as an industry leader in providing solutions to both non-profit
                                                                organizations and for-profit companies committed to social issues. The combination will enable companies to create a
                                                                culture that engages and inspires employees and customers, while driving business success and powering measurable
                                                                outcomes.

                                                                Healthcare technology company, Tabula Rasa HealthCare, acquired PrescribeWellness for $150M (5.2x EV/Revenue).
                                                                PrescribeWellness is a cloud-based provider of patient relationship management solutions that facilitates collaboration
                                                                between pharmacies and patients, payers, providers and pharmaceutical companies. The acquisition supports Tabula
                                                                Rasa’s mission of expanding medication risk mitigation programs in community pharmacies.

                                                                Private equity firm, K1 Investment Management, acquired Jobvite, a provider of analytics-based recruitment management
                                                                SaaS for businesses. K1 and Jobvite also announced the acquisition of Talemetry, RolePoint, and Canvas. The investment
                                                                by K1 and acquisitions will enable Jobvite to create a comprehensive, end-to-end talent acquisition platform.

                                                                iSolved, a provider of HR Management SaaS, acquired Sage Payroll Solutions from The Sage Group for $94M (1.9x
                                                                EV/Revenue). Sage’s payroll processing SaaS solutions will accelerate iSolved’s growth in HCM industry, specifically
                                                                targeted toward the midmarket, while increasing its licensee and partner network as well.

(1)   Includes select deals less than $200M EV.

                                                                  Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                        27
APPENDIX
SEG Snapshot: 1Q19 SaaS M&A Update
1Q19 Select SaaS Transactions
                                                                                                                                                                                   ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                     (M)
                 03/29/2019                ARZ Haan                                                                                           IT Concept                                  -
                 03/28/2019                Resideo Technologies                                                                               Buoy Labs                                    -
                 03/28/2019                insightsoftware.com International Unlimited                                                        BizNet Software                              -
                 03/28/2019                TPC Training                                                                                       Intelivert                                   -
                 03/28/2019                Doxim                                                                                              MessagingDirect                              -
                 03/27/2019                The SimplyBiz Group                                                                                Defaqto                                    $94.0
                 03/27/2019                Orolia                                                                                             Skydel Solutions                             -
                 03/27/2019                ClearCourse Partnership                                                                            Circdata                                     -
                 03/26/2019                Unit4                                                                                              Intuo                                        -
                 03/26/2019                F24                                                                                                Criticall                                    -
                 03/26/2019                Aquicore                                                                                           Entic                                        -
                 03/26/2019                TPG Capital                                                                                        Entertainment Partners                       -
                 03/26/2019                Apiary Capital                                                                                     G3 Comms                                     -
                 03/25/2019                ZYUS Life Sciences                                                                                 Ehave (certain assets)                     $2.4
                 03/25/2019                Netmeds Marketplace Limited                                                                        Kivi Technologies                          $10.0
                 03/25/2019                Constellation HomeBuilder Systems                                                                  NHGateway                                    -
                 03/25/2019                McDonalds                                                                                          Dynamic Yield                                -
                 03/25/2019                Oakley Capital Private Equity                                                                      UNIT4 Business Software Iberica              -
                 03/25/2019                Vista Equity Partners Management                                                                   PlanSource Holdings                          -
                 03/22/2019                BlackRock                                                                                          eFront                                    $1,300.0
                 03/22/2019                Clinigence                                                                                         QualMetrix                                   -
                 03/21/2019                Axway Software                                                                                     Streamdata.io                                -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                      29
1Q19 Select SaaS Transactions
                                                                                                                                                                                                         ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                                           (M)
                 03/21/2019                ClickDimensions                                                                                    Sweetspot Data Solutions                                          -
                 03/20/2019                Aurora Mobile                                                                                      Shanghai Hunting Information Technology (certain assets)          -
                 03/20/2019                Evolv Technology Solutions                                                                         Sentient Technologies Holdings (certain assets)                   -
                 03/19/2019                Pine Labs                                                                                          Qwikcilver Solutions                                            $110.0
                 03/19/2019                Webedia                                                                                            Partoo                                                            -
                 03/19/2019                Conversocial                                                                                       Assist Megacorp                                                   -
                 03/19/2019                Vattenfall                                                                                         Senfal Energie Nederland                                          -
                 03/18/2019                Atlassian                                                                                          AgileCraft                                                      $166.0
                 03/18/2019                Henry Schein                                                                                       Lighthouse 360                                                    -
                 03/18/2019                Via ID S                                                                                           UbiGo Innovation                                                  -
                 03/18/2019                MUIS Software                                                                                      Ctrl                                                              -
                 03/18/2019                iPipeline                                                                                          BlueSun                                                           -
                 03/18/2019                ParkerGale                                                                                         LightYear Dealer Technologies                                     -
                 03/15/2019                LogMeIn                                                                                            NoPassword                                                        -
                 03/14/2019                Bridgeline Digital                                                                                 Stantive Technologies Group (certain assets)                     $5.2
                 03/14/2019                Envestnet                                                                                          PIEtech                                                         $500.0
                 03/14/2019                Bruker Corporation                                                                                 Arxspan                                                           -
                 03/14/2019                Omnitracs                                                                                          Blue Dot Solutions                                                -
                 03/14/2019                Apse Capital                                                                                       Kallidus                                                          -
                 03/13/2019                HMS Industrial Networks                                                                            WEBfactory                                                        -
                 03/13/2019                ICT Group                                                                                          BNV Mobility                                                      -
                 03/13/2019                The Pursuant Group                                                                                 ADVIZOR Solutions                                                 -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                            30
1Q19 Select SaaS Transactions
                                                                                                                                                                                   ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                     (M)
                 03/13/2019                Zucchetti                                                                                          Data Management                             -
                 03/12/2019                Mastercard                                                                                         Ethoca                                       -
                 03/12/2019                Technology Partners                                                                                ProviderAlly                                 -
                 03/12/2019                Bitrise                                                                                            Outlyer                                      -
                 03/11/2019                Hill-Rom Holdings                                                                                  Voalte                                    $180.0
                 03/11/2019                F5 Networks                                                                                        NGINX                                     $670.0
                 03/11/2019                EVO Payments International                                                                         Way2Pay Limited                              -
                 03/11/2019                OneTrust                                                                                           Cecile Park Publishing                       -
                 03/10/2019                Appen                                                                                              Figure Eight                              $175.0
                 03/08/2019                Navis                                                                                              Cetus Labs                                   -
                 03/08/2019                Ignite Technologies                                                                                Synoptos                                     -
                 03/08/2019                Daxko                                                                                              GroupEx PRO                                  -
                 03/08/2019                Providence Equity Partners                                                                         OpusCapita Solutions                         -
                 03/08/2019                Elemica                                                                                            EMNS                                         -
                 03/07/2019                Okta                                                                                               Azuqua                                     $52.5
                 03/07/2019                Royal Philips                                                                                      Carestream Health (certain assets)           -
                 03/07/2019                Affle Holdings                                                                                     Shoffr                                       -
                 03/07/2019                Cube Logic                                                                                         FERDEC                                       -
                 03/07/2019                Mortgage Brain                                                                                     Criteria Hub                                 -
                 03/07/2019                CRIF                                                                                               Inventia                                     -
                 03/06/2019                Ceridian                                                                                           Clearview Logix (certain assets)             -
                 03/06/2019                The Boeing Company                                                                                 ForeFlight                                   -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                      31
1Q19 Select SaaS Transactions
                                                                                                                                                                                   ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                     (M)
                 03/06/2019                Weld North                                                                                         Assessment Technology                       -
                 03/06/2019                Veritas Technologies Corporation                                                                   APTARE                                      -
                 03/06/2019                Advance Publications                                                                               iParadigms                                  -
                 03/05/2019                Tabula Rasa HealthCare                                                                             Prescribe Wellness                        $150.0
                 03/05/2019                NTT Security                                                                                       WhiteHat Security                           -
                 03/05/2019                FleetCor Technologies                                                                              Nvoicepay                                   -
                 03/05/2019                VITEC Software Group                                                                               Avoine                                      -
                 03/05/2019                Ag Growth International                                                                            IntelliFarms                                -
                 03/05/2019                Certify                                                                                            Chrome River Technologies                   -
                 03/05/2019                The Access Group                                                                                   Volcanic                                    -
                 03/05/2019                DiscoverOrg                                                                                        NeverBounce                                 -
                 03/04/2019                Juniper Networks                                                                                   Mist Systems                              $405.0
                 03/04/2019                ZOLL Medical Corporation                                                                           Golden Hour Data Systems                    -
                 03/04/2019                Global Payments                                                                                    Sentral                                     -
                 03/04/2019                Comcast                                                                                            BluVector                                   -
                 03/04/2019                Nintex Group Pty                                                                                   EnableSoft                                  -
                 03/04/2019                Certica Solutions                                                                                  K-12 Dynamics (certain assets)              -
                 03/04/2019                CoSo Cloud                                                                                         eSyncTraining                               -
                 03/04/2019                World First                                                                                        Currency Technologies                       -
                 03/04/2019                i3 Verticals                                                                                       iGov Solutions                              -
                 03/02/2019                Reliance Industries                                                                                C-Square Info Solutions                    $3.1
                 03/01/2019                Verizon Communications                                                                             ProtectWise                                 -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                      32
1Q19 Select SaaS Transactions
                                                                                                                                                                                        ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                          (M)
                 03/01/2019                NTT Communications                                                                                 Transatel                                        -
                 03/01/2019                Bankruptcy Management Solutions                                                                    Credit Infonet                                    -
                 03/01/2019                Vance Street Capital                                                                               Measurand                                         -
                 02/28/2019                ACI Worldwide                                                                                      Speedpay                                       $750.0
                 02/28/2019                Informatica                                                                                        AllSight                                          -
                 02/28/2019                MailChimp                                                                                          LemonStand eCommerce (certain assets)             -
                 02/27/2019                Royal Dutch Shell                                                                                  Limejump                                          -
                 02/27/2019                WalmartLabs                                                                                        Trilldata Technologies (certain assets)           -
                 02/27/2019                WellSky                                                                                            Health Care Software                              -
                 02/27/2019                Agility Recovery Solutions                                                                         Preparis                                          -
                 02/27/2019                Compass.com                                                                                        Contactually                                      -
                 02/27/2019                Formstack                                                                                          Bedrock Data                                      -
                 02/27/2019                TA Associates                                                                                      Aptean                                            -
                 02/26/2019                WiseTech Global                                                                                    Container Chain                                 $65.6
                 02/26/2019                ServiceMax                                                                                         Zinc                                              -
                 02/26/2019                Kohlberg Kravis Roberts & Co.                                                                      Exact Software                                    -
                 02/25/2019                Ideanomics                                                                                         SolidOpinion (certain assets)                     -
                 02/25/2019                Verisk Analytics                                                                                   SAP SE (certain assets)                           -
                 02/25/2019                Hexagon                                                                                            Thermopylae Sciences and Technology               -
                 02/25/2019                Walmart                                                                                            Aspectiva                                         -
                 02/25/2019                Thoma Bravo                                                                                        ConnectWise                                       -
                 02/22/2019                Fullsteam Operations                                                                               Euclid Technology                                 -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                           33
1Q19 Select SaaS Transactions
                                                                                                                                                                                                 ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                                   (M)
                 02/22/2019                Entrust Datacard                                                                                   nCipher Corporation                                       -
                 02/21/2019                AMN Healthcare Services                                                                            Silversheet                                               -
                 02/21/2019                QlikTech                                                                                           Attunity                                                $548.2
                 02/21/2019                Keywords Studios                                                                                   GetSocial                                                 -
                 02/21/2019                JFrog                                                                                              Shippable                                                 -
                 02/21/2019                Tamarac                                                                                            Schwab Performance Technologies (certain assets)          -
                 02/21/2019                Hyphen Solutions                                                                                   HomeFront Software                                        -
                 02/20/2019                GetSwift                                                                                           Delivery Biz Pro                                          -
                 02/20/2019                GetSwift                                                                                           Web Software                                              -
                 02/20/2019                DoubleVerify                                                                                       Zentrick                                                  -
                 02/20/2019                symplr                                                                                             API Healthcare                                            -
                 02/20/2019                Causeway Technologies                                                                              Donseed UK                                                -
                 02/19/2019                Palo Alto Networks                                                                                 Demisto                                                 $560.0
                 02/19/2019                Alphabet                                                                                           Alooma                                                    -
                 02/19/2019                Kibo Software                                                                                      Certona                                                   -
                 02/19/2019                Quad Partners                                                                                      SchoolAdmin                                               -
                 02/18/2019                CompuGroup Medical                                                                                 Qualizorg                                                 -
                 02/15/2019                Micro Focus International                                                                          Interset                                                  -
                 02/15/2019                Apple                                                                                              PullString                                                -
                 02/14/2019                Enghouse Systems                                                                                   ProOpti                                                   -
                 02/14/2019                Avetta                                                                                             BROWZ                                                     -
                 02/14/2019                Alpine Investors                                                                                   Cyfe                                                      -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                    34
1Q19 Select SaaS Transactions
                                                                                                                                                                                   ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                     (M)
                 02/14/2019                Alpine Investors                                                                                   SERPs                                       -
                 02/14/2019                Alpine Investors                                                                                   Reputation Loop                              -
                 02/14/2019                Alpine Investors                                                                                   Reputology Holdings                          -
                 02/14/2019                Alpine Investors                                                                                   Social Report                                -
                 02/14/2019                Aine Investors                                                                                     AuthorityLabs                                -
                 02/14/2019                Partner One Capital                                                                                Assima                                       -
                 02/13/2019                Brightcove                                                                                         Ooyala (certain assets)                    $15.5
                 02/12/2019                Thoma Bravo                                                                                        Ellie Mae                                 $3,566.4
                 02/12/2019                Symantec                                                                                           Luminate Security                            -
                 02/12/2019                Qualys                                                                                             Adya (certain assets)                        -
                 02/12/2019                mTAB                                                                                               Slideworx                                    -
                 02/12/2019                Logi Analytics                                                                                     Jinfonet Software                            -
                 02/12/2019                Celero Commerce                                                                                    RazorSync                                    -
                 02/12/2019                Corcentric                                                                                         Netsend                                      -
                 02/12/2019                Datadog                                                                                            Madumbo                                      -
                 02/11/2019                SeaChange International                                                                            Xstream A/S                                $5.5
                 02/11/2019                Corcentric                                                                                         Determine                                  $34.2
                 02/11/2019                Morgan Stanley Private Equity                                                                      Solium Capital                            $732.1
                 02/11/2019                K1 Investment Management                                                                           Jobvite                                      -
                 02/11/2019                SAI Global                                                                                         BWise                                        -
                 02/11/2019                Jobvite                                                                                            Canvas Talent                                -
                 02/11/2019                Jobvite                                                                                            RolePoint                                    -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                      35
1Q19 Select SaaS Transactions
                                                                                                                                                                                   ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                     (M)
                 02/11/2019                Jobvite                                                                                            Talemetry                                   -
                 02/11/2019                Critical Alert Systems                                                                             Sphere 3 Consulting                          -
                 02/08/2019                Ecolab                                                                                             Lobster International                        -
                 02/08/2019                Facebook                                                                                           GrokStyle                                    -
                 02/07/2019                Carbonite                                                                                          Webroot Software                          $618.5
                 02/07/2019                Tyler Technologies                                                                                 Civic                                        -
                 02/07/2019                MRI Software                                                                                       CTM Software                                 -
                 02/07/2019                EBSCO Information Services                                                                         Stacks                                       -
                 02/07/2019                Solera Holdings                                                                                    in4mo                                        -
                 02/07/2019                WeWork                                                                                             Euclid                                       -
                 02/07/2019                Kohlberg Kravis Roberts & Co.                                                                      OneStream Software                           -
                 02/06/2019                New Relic                                                                                          SignifAI                                   $37.0
                 02/06/2019                OTC Markets Group                                                                                  Qaravan                                      -
                 02/06/2019                Spotify                                                                                            Anchor FM                                    -
                 02/06/2019                HelpSystems                                                                                        SecureAuth (certain assets)                  -
                 02/06/2019                GPSTrackIt                                                                                         Fleet Trax                                   -
                 02/06/2019                GPSTrackIt                                                                                         Tracking Solutions Corporation               -
                 02/05/2019                Pegasystems                                                                                        Infruid Labs                                 -
                 02/05/2019                JAMF Software                                                                                      ZuluDesk                                     -
                 02/04/2019                Ribbon Communications                                                                              Anova Data                                 $18.5
                 02/04/2019                Kofax Limited                                                                                      Top Image Systems                          $22.2
                 02/04/2019                Hellman & Friedman-led private equity consortium                                                   Ultimate Software Group                  $10,867.3
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                      36
1Q19 Select SaaS Transactions
                                                                                                                                                                                      ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                        (M)
                 02/04/2019                CBRE Group                                                                                         Romonet                                        -
                 02/04/2019                Microsoft                                                                                          BrightBytes (certain assets)                    -
                 02/04/2019                SchoolMint                                                                                         Vericom Technologies (certain assets)           -
                 02/04/2019                SchoolMint                                                                                         Vericom Technologies (certain assets)           -
                 02/04/2019                QSR International Pty                                                                              Planet Software Pty                             -
                 02/04/2019                ACL Services                                                                                       Relational Security Corporation                 -
                 02/01/2019                Tyler Technologies                                                                                 MicroPact                                    $185.0
                 02/01/2019                Barracuda Networks                                                                                 Avast Software (certain assets)                 -
                 01/31/2019                I.D. Systems                                                                                       CarrierWeb Services (certain assets)          $3.5
                 01/31/2019                OpenText Corporation                                                                               Catalyst Repository Systems                   $75.0
                 01/31/2019                Iatric Systems                                                                                     Haystack Informatics                            -
                 01/31/2019                Augury                                                                                             Alluvium                                        -
                 01/30/2019                Ruffalo Noel Levitz .                                                                              Funderful SIA                                   -
                 01/30/2019                XSEED Education Pte                                                                                Report Bee Edusys                               -
                 01/29/2019                Propertybase                                                                                       BoldLeads.com                                   -
                 01/29/2019                Prenetics                                                                                          SOMA Analytics                                  -
                 01/29/2019                HgCapital                                                                                          Transporeon                                     -
                 01/28/2019                BioTelemetry                                                                                       Geneva Healthcare                             $45.0
                 01/28/2019                Dropbox                                                                                            HelloSign                                    $230.0
                 01/28/2019                The Carlyle Group                                                                                  SER Solutions International                     -
                 01/28/2019                salesforce.com                                                                                     Griddable.io                                    -
                 01/25/2019                Morgan Stanley Private Equity                                                                      Clarity Software Solutions                      -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                         37
1Q19 Select SaaS Transactions
                                                                                                                                                                                   ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                     (M)
                 01/25/2019                Auction Mobility                                                                                   Paid Labs                                   -
                 01/24/2019                Black Mountain Systems                                                                             Mariana Systems                              -
                 01/24/2019                nextSource management                                                                              nextSource                                   -
                 01/23/2019                Cision                                                                                             TrendKite                                 $225.0
                 01/23/2019                Avalara                                                                                            Compli                                       -
                 01/23/2019                Adobe                                                                                              Allegorithmic                                -
                 01/22/2019                Insight Venture Partners                                                                           Keyfactor                                  $77.0
                 01/22/2019                Thunder Bridge Acquisition                                                                         Repay Holdings                            $600.0
                 01/22/2019                Advent International                                                                               Prisma Medios de Pago                     $724.2
                 01/22/2019                Bridgestone                                                                                        TomTom NV (certain assets)                $1,033.9
                 01/22/2019                heidelpay                                                                                          UNIVERSUM Inkasso                            -
                 01/22/2019                Dynata                                                                                             Reimagine Holdings Group                     -
                 01/22/2019                SpotOn Transact                                                                                    Lifeyo.com                                   -
                 01/22/2019                Adjust                                                                                             Unbotify                                     -
                 01/18/2019                Verdane Capital                                                                                    Scanmarket A/S                               -
                 01/17/2019                Hexagon                                                                                            j5 International                             -
                 01/17/2019                Tendril Networks                                                                                   EEme                                         -
                 01/17/2019                Arsenal Capital Partners                                                                           Accumen                                      -
                 01/17/2019                Enterprise Holdings                                                                                Deem                                         -
                 01/16/2019                vAuto                                                                                              iReconCars                                   -
                 01/16/2019                GlobalTranz Enterprises                                                                            Our Freight Guy                              -
                 01/16/2019                Urban Airship                                                                                      Accengage                                    -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                      38
1Q19 Select SaaS Transactions
                                                                                                                                                                                    ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                      (M)
                 01/16/2019                Integrate.com                                                                                      SR Solutions                                 -
                 01/16/2019                Onapsis                                                                                            Virtual Forge                                 -
                 01/16/2019                PerfectServe                                                                                       Telmediq Systems                              -
                 01/15/2019                iSolved HCM                                                                                        The Sage Group Plc (certain assets)         $93.7
                 01/15/2019                Zix                                                                                                AppRiver                                   $275.0
                 01/15/2019                Konica Minolta Business Solutions USA                                                              ThoughtTrace (certain assets)                 -
                 01/15/2019                Amazon Web Services                                                                                TSO Logic                                     -
                 01/15/2019                Drilling Info                                                                                      MineralSoft                                   -
                 01/15/2019                KPA                                                                                                Compli                                        -
                 01/15/2019                CM Group                                                                                           Liveclicker                                   -
                 01/15/2019                CM Group                                                                                           Sailthru                                      -
                 01/15/2019                ESW Capital                                                                                        SLI Systems                                   -
                 01/15/2019                Houghton Mifflin Harcourt                                                                          PV Waggle                                     -
                 01/15/2019                Stefanini Consultoria e Assessoria em Informática SA                                              Intelligenti                                  -
                 01/14/2019                Ideagen Plc                                                                                        Scannell Solutions                          $4.5
                 01/14/2019                RingCentral                                                                                        Connect First                                 -
                 01/14/2019                Check Point Software Technologies                                                                  ForceNock Security                            -
                 01/14/2019                Salesforce.org                                                                                     roundCorner                                   -
                 01/14/2019                Vista Equity Partners Management                                                                   QuickBase                                     -
                 01/13/2019                VTEX                                                                                               UniteU Technologies                           -
                 01/12/2019                Bose                                                                                               ZiipRoom                                      -
                 01/11/2019                Nemetschek Group                                                                                   Axxerion Group                              $86.2
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                       39
1Q19 Select SaaS Transactions
                                                                                                                                                                                   ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                     (M)
                 01/11/2019                Norvestor Equity AS                                                                                Wellit AS                                   -
                 01/10/2019                Planbox                                                                                            Imaginatik                                 $1.9
                 01/10/2019                HealthStream                                                                                       Providigm                                  $18.0
                 01/10/2019                Healthgrades Operating Company                                                                     Influence Health                             -
                 01/10/2019                Luminate Capital Partners                                                                          LiquidFrameworks                             -
                 01/09/2019                Adapt IT Holdings                                                                                  Wisenet Information Systems Pty            $3.8
                 01/09/2019                Elavon                                                                                             CenPOS                                       -
                 01/09/2019                ZOLL Medical Corporation                                                                           Payor Logic                                  -
                 01/09/2019                MRI Software                                                                                       Rental History Reports                       -
                 01/09/2019                Gladson                                                                                            ItemMaster                                   -
                 01/09/2019                Nordic Capital                                                                                     BOARD International                          -
                 01/09/2019                OutMatch                                                                                           Wepow                                        -
                 01/08/2019                The RTL Group                                                                                      Yospace Technologies                       $33.0
                 01/08/2019                Sony Interactive Entertainment                                                                     Audiokinetic                                 -
                 01/08/2019                Sophos                                                                                             Avid Secure                                  -
                 01/08/2019                Paya                                                                                               First Billing Services                       -
                 01/08/2019                Sphera Solutions                                                                                   Petrotechnics                                -
                 01/08/2019                Vector-Solutions.com                                                                               Callback Staffing Solutions                  -
                 01/08/2019                AppFolio                                                                                           Dynasty Marketplace                          -
                 01/08/2019                Smile                                                                                              SensioLabs                                   -
                 01/08/2019                Alpina Partners                                                                                    ORSOFT                                       -
                 01/07/2019                Akamai Technologies                                                                                Janrain                                      -
(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                      40
1Q19 Select SaaS Transactions
                                                                                                                                                                                            ENTERPRISE VALUE
                   DATE                    BUYER                                                                                              SELLER                                              (M)
                 01/07/2019                Radware Limited                                                                                    Kaalbi Technologies                                  -
                 01/07/2019                Gladson                                                                                            EdgeAQ                                               -
                 01/07/2019                DaySmart Software                                                                                  PupKeep                                              -
                 01/07/2019                Rizing                                                                                             Synchrony Global                                     -
                 01/04/2019                Spectrum Equity Management                                                                         Payer Compass                                        -
                 01/03/2019                Issuer Direct Corporation                                                                          Onstream Media Corporation (certain assets)         $2.8
                 01/03/2019                Cision                                                                                             Falcon.io                                          $125.9
                 01/03/2019                Deltek                                                                                             Avitru                                               -
                 01/03/2019                Nationwide Mutual Insurance                                                                        E-Risk Services                                      -
                 01/02/2019                Blackbaud                                                                                          YourCause                                          $157.0
                 01/02/2019                Vector Capital                                                                                     Aspect Software                                      -
                 01/02/2019                Proxibid                                                                                           Wavebid                                              -
                 01/01/2019                Magnitude Software                                                                                 Z Option                                             -

(1)   Source: Financial data provided by 451 M&A Knowledgebase (missing values represent data not applicable or publicly available).

                                                                                                              Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                               41
Unmatched Expertise | Extraordinary Results

                                                             About Our Firm:
                                                             SEG provides unparalleled M&A advisory services for emerging and established software companies. By focusing
                                                             exclusively on this underserved market segment for over 25 years, we have the knowledge and experience to
                                                             quickly determine clients’ business value drivers, position them well among our deep network of industry buyers
                                                             and investors, and aggressively negotiate top-tier valuations. These skills together with our commitment to
      Contact Information                                    excellence results in exceptional outcomes for our clients’ shareholders, employees, and customers.

               (858) 509-2800
       www.softwareequity.com                                Services:

                       Kris Beible                           Strategic M&A: Sell-side representation of emerging and established software companies.
                    Vice President
       kbeible@softwareequity.com                            Majority Recapitalizations: Majority investments from software-focused private equity investors that look to
                                                             provide shareholder liquidity and growth capital to established software companies.
                   Molly Soltesz
              Marketing Associate                            Divestitures: Sell-side representation of divisions of public and large private software companies.
     msoltesz@softwareequity.com
                                                             Board Advisory: Strategic guidance and advice to business owners preparing for a future liquidity event,
                                                             whether that be months or years down the road.

Disclaimer
The information contained in this Report is obtained from sources that SEG Capital Advisors LLC (“SEG”) believes to be reliable. However, SEG makes no representations or warranties, express or implied, about the
accuracy, completeness or fairness of such information, or the opinions expressed herein. Nothing in this Report is intended to be a recommendation of a specific security or company or intended to constitute an offer to
buy or sell, or the solicitation of an offer to buy or sell, any security. Any person or entity reviewing this report (a) should conduct its own diligence and reach its own conclusions regarding its business transactions, (b)
should not rely upon any conclusions reached by SEG, and (c) should consult its own advisors regarding its tax, accounting, financial and/or business decisions. SEG or its affiliates may have an interest in one or more
of the securities or companies discussed herein. Financial data was provided by Capital IQ & 451 Research.

This Report may not be reproduced in whole or in part without the expressed prior written authorization of SEG or one of its affiliates.

                                                                             Copyright © 2019 by SEG Capital Advisors, LLC. All Rights Reserved                                                                                     42
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