A leading global M&A firm founded in 1996 that has completed over 160 deals totaling $4B+ in enterprise value. It offers a wide range of investment banking services including mergers and acquisitions, fairness opinions, restructuring, and divestitures. It has deep sector expertise, a global reach, and extensive relationships with buyers including private equity firms.

1. Corporate Overview

2. A Global M&A Firm
Founded
in 1996
160 + closed
M&A deals
$4B + in
Enterprise
Value
Deep
Sector
Expertise
20 Year
M&A
track record
Global Reach
for clients
with Cross
Border
Transactions
Creating
liquidity
events for
Company
owners
Specialists
outperform
generalist

3. Hands-on operational and
strategic experience
Deep domain expertise
Senior banker management
of every transaction
Extensive domestic and
international buyer relationships
Personalized client service
A leading investment banking firm that provides a wide range of services
to companies worldwide
Established in New York in 1996, Agile Equity offers its clients in-depth
industry knowledge, financial expertise, and access to key relationships
globally
Exclusive focus on M&A and corporate advisory services
Built on a solid foundation of mergers and acquisitions, fairness opinions,
restructuring and divestiture experience.
Agile serves a global client base
Our clients include closely held businesses, family offices and private equity
sponsors both
domestically and in Europe
Research driven process with strong connections and expertise in the IT
Services and Software industries
Agile Equity has built strong executive relationships with buyers over time
Extensive relationships with private equity sponsors
Over 160 Closed M&A Transactions under the Agile Equity brand (21 years)
Lower middle-market specialization
Agile Equity’s transaction sweet spot is at a value between $25m to $150m
in transaction value
Agile Equity Overview
The Agile Approach

4. Investment banking services
Ability to support our clients in a variety of situations
Mergers & Acquisitions
We provide high-quality investment banking services for sell-side
M&A engagements.
Fairness Opinions & Valuation Services
From analyzing and evaluating our client’s business model and
financial position, all the way through presentation of analysis,
Agile Equity is involved with every step of the Valuation and
Fairness Opinion processes.
Divestitures
In addition to working with standard M&A transactions, Agile
Equity negotiates exclusive sales of public and private companies
and divestitures of subsidiaries and divisions.
Restructuring & Special Situations
Our firm completes complex financial restructurings for clients,
including the restructuring and refinancing of senior and
subordinated debt through negotiated transactions, as well as
bankruptcy reorganizations and asset sales.

5. Background & History
CONTINUITY & CONSISTENCY
DEEP DOMAIN EXPERTISE
GLOBAL CLIENT BASE
HIGH TOUCH
BOUTIQUE APPROACH
EXTENSIVE RELATIONSHIPS WITH PE SPONSORS
Agile has been operating with the same ownership for over twenty years
through numerous economic cycles and changes with the M&A industry
Our firm drives shareholder value for clients through industry expertise which
is gain through CEO briefings, industry research and end user interviews
The middle market industry has become global and Agile has been on the
forefront of this trend. We’ve closed many cross border transactions and have
established key International relationships with private equity and strategic
buyers.
Agile provides a senior banking professional on each transaction with an
average of twenty-five years of corporate finance experience. Our clients have
direct access to the owners and decision makers with our firm.
The quality of the communication dictates the quality of the relationship. Our
ethos is to be impeccable with our word and treat each client’s business like it
was our own. We care more because we’re business owners too.
We’ve had the opportunity to work with many great private equity sponsors,
putting them in companies we have represented and selling their portfolio
businesses. We make an effort to reach out to newly formed funds.
20 YEAR HISTORY
DEPENDABLE.
EXPERIENCED.
PROVEN RESULTS.
Over 160 Closed M&A Transactions
1997-2017

6. Industry knowledge with global reach
Notable United States Transactions
Notable APAC Transactions
Notable EMEA Transactions
We understand the local and industry dynamics of your business, but also have a pulse on what the competition is doing globally

7. We understand the local and industry dynamics of your business, but also have a pulse on what the competition is doing globally
Unparalleled access to buyers globally
Private Equity Strategic Current Buyer Trends
NorthAmerica
• Significant dry powder within PE community and
confidence remains high
• Focus on platform investments, along with add-ons
• Strategics will play if it’s the right technology and
size
Europe
• Increased inbound M&A into Americas
• Continued interest in strong US assets with growth
trends
• Cross border M&A continues into late 2017
Asia
• Direct investments from China was $15B in 2016, a
near 30% increase from the previous year
• Bankers must consider Asia Pac buyers given the
significant increase in capital flowing into the US
Global Clients, Innovative Solutions

8. VIEWS ON MATSSOFT

9. Why MatsSoft is a good M&A candidate
Market Factors
Booming market
Scarcity value
Strong sector interest from investment community
Active M&A deal-making in the sector
Sponsor
ACTIVE BUYERS IN THE SECTOR
($US) Today In 12 Mos.
Sales $35.5 $42.0
EBITDA $6.25 $7.50
Margin 17.6% 18.5%%
Strategic
MatsSoft-specific Factors Market Factors
Technology validated by leading analysts
Blue-chip client list alongside one core customer
Breakeven financials within 12 months
Great potential for revenue synergies
Highly fragmented market ripe for consolidation
Long-term, secular shift towards cloud
1.7
2.6
3.9
6.1
10.3
15.5
2015
2016F
2017F
2018F
2019F
2020F
55% CAGR
Unique and favorable window of opportunity for a successful exit
Unparalleled access to the global strategic and sponsor buyer community

10. Small size / revenues
Positioning considerations
Limited organic growth
Weak position to fundraise
Currently unprofitable
Lack of management depth
$
Factors and considerations requiring careful positioning
FACTOR
M I T I G A T I O N
• Opportunity to buy the technology for an attractive price
• Company has reached inflection point in sales
• Breakeven position: no need to fund losses
• Strong opportunity for upselling
• Create competition in the M&A process
• Explore tactical opportunities (i.e. platform acquisition for sponsor, cross border strategic)
• New revenue streams coming online
• Robust and growing pipeline of new business
• Early innings of executing on a thoroughly developed strategic plan
• Buyer to provide missing functions
• Buyer can run targeted search

11. Strategic Fit with MatsSoft
Buyer selection process for MatsSoft
Product Complementarity
Market Capitalization
Available Cash Reserves
Acquisition History
Agile has active relationship with the corporate development teams at the majority of the buyers listed
Select and prioritize
prospective buyers based on:
Strategic Buyer Rationale
 Expand product offering
 Strengthen capabilities
 Differentiate against competition
 Synergies & cross-sell opportunities
 Platform acquisition
 Roll-up
 Operational expertise
 Portfolio synergies
Sponsor Buyers Rationale
Potential Buyer Universe
STRATEGIC BUYERS
Cognizant Technology Solutions
Pegasystems
BMC Software
CA Technologies
EQUITY SPONSORS
Amadeus Capital
Bowmark Capital
Vespa Capital

12. APPROACH TO VALUATION

13. We deliver strategic pricing for clients
Agile has active relationship with the corporate development teams at the majority of the buyers listed
Strategic
Premium
Base
Valuation
Value
Destroying
Factors
IP, expertise and development:
Future service enhancements /developments in progress
Scarcity premium:
Attractive standalone asset? Competitive advantage?
Blue-chip references:
Vertical focus, proof points and reference sites
Value to buyer:
Ensure buyer pays for value of the business, not
the value of business to owner
Based on financial
information of the
business to date and
forecasts
Organic revenue
generation and
prospects
$
Scalability:
Services highly scalable, providing high potential growth
EBITDA
growth
Difficulty of
integration
Lack of forecast
visibility
Lack of vendor
alignment
Lack of unique
approach
Agreements & obligations with
customer / supplier / partner

14. Valuation summary
Our valuation analysis for MatsSoft is based on three techniques
55
45
55
60
55
65
30 40 50 60 70
Equity Financings
M&A Transactions
Public Comps
Listed Stocks
• We include listed companies in the following sectors:
application development tools, business process management
(BPM), and Platform-as-a-Service (PaaS)
• M&A comps clearly show increasing valuation trend
• Upside potential to the average EBITDA multiple of 7.50X
MatsSoft Implied Valuation Range:
$50m-$60m
M&A Transactions
• This approach is only indicative and based on different company
criteria
• Few M&A deals directly comparable in low code, albeit no
financial information available to derive a valuation indication
• We have derived comparable valuation from [11] deals in
[application development] and [BPM[
Equity Financings
• Private equity financing companies provide a reference
valuation
• Financial information for relevant comparable is minimal or not
accurate, so we have “guesstimated’ valuation to verify if the
range is “in the same ballpark”
1
2
3

15. Selected M&A transactions
Global Clients, Innovative Solutions
Date Acquiror
Acq.
HQ
Target
Tgt.
HQ
EV ($m) Price / Revenue Multiple (x)
SoftwareDevelopment
Sept-16 Google Apigee Corp. 562
May-15 CA. Rally Software Development 466
Oct-14 Progress Software Telerik AD 263
Sept-14 Open Text Actuate 250
June-16 PTC Adaptive Software 50
BPM
Feb-16 Decision Resources Baker Hill Corp. 25
Sept-15 The Riverside Company Apigee Corp. 100
Mar-15 Lexmark International Kofax 955
Sept-14 TungstenNetwork Image Integration Systems 7
Apr-14 Axway Software Systar 72
Arp-14 TeamSystem 24 ORE Software 143 6.1x
5.0x
4.4x
2.3x
2.5x
13.1
7.7
3.2
2.1
2.7
1.7
MEAN 4.6X MEDIAN 3.2X

16. INDUSTRY UPDATE

17. Global cloud market
Enterprises employing cloud solutions at a rapid pace in order to reduce IT costs, increase business agility and embrace new mobility trends
 The cloud is driven by a mega trend of multiple disruptive factors including
mobile, social, BI, and big data -- all enabling customer experience and the
digital economy
 Technologies that have enabled the cloud ecosystem to thrive and expand
include improvements in network storage systems, advances in grid computing,
database clustering and lower server costs
 Majority of businesses will be running in the cloud by 2020
- The market for public cloud services is significant and strongly positioned to
address large parts of the $3.1tn enterprise IT market
- Cloud platforms are increasingly viewed as the default software deployment
option
 Gartner estimates Global Cloud Software revenue will grow at a 22% CAGR
from 2015E-2019E, driven primarily by public cloud spending
 Goldman Sachs estimates the Cloud Infrastructure and Platform market to grow
at a 19.6% CAGR from 2015E to 2018E, reaching $43bn by 2018
 Cloud traffic trends are indicative of increasing public cloud market share
- 83% of all data center traffic will be from the cloud by 2019E
Key Cloud Observations
Cloud PaaS
2% Cloud SaaS
15%
Cloud-Other
3%
Cloud IaaS
13%
Non-cloud
Software
67%
2015 Software Revenue Distribution 2019 Software Revenue Distribution
Cloud PaaS
1%
Cloud SaaS
10% Cloud-Other
2%
Cloud IaaS
5%
Non-cloud
Software
82%
12.0
16.0
21.0
28.0
35.0
43.0
2013
2014
2015E
2016E
2017E
2018E
33 31 33 25 23
Cloud Computing Infrastructure Market ($bn)
43% 38% 33% 29% 24% 20% 17%
57% 62%
67%
71%
76%
80%
83%
3.1 3.4
4.4
5.6
7.0
8.6
10.4
2013
2014
2015
2016E
2017E
2018E
2019E
Data Center Traffic (excl. cloud) Cloud Traffic
2013 - 2019E CAGRs
Total Data Center Traffic 22.4%
Data Center Traffic (ex cloud) 5.6%
Cloud Traffic 31.0%
Source: Goldman Sachs
Source: Gartner
Data Center Traffic Growth: ‘13-’19E (in zeta bytes)
Growth %

18. Key Trends Supporting Cloud Adoption
Shift CapEx to OpEx Access tech innovation
Security improvements Speed and performance
Productivity improvements
Improvements in ease of data
migration
Security and data privacy Lack of internal cloud expertise
Regulatory / compliance Disruption to IT organization / staff
Migration costs Sunk costs in existing infrastructure
% IT Spend by IT and Non-IT by Industry1
CIO New IT S
pending Priorities
15%
16%
18%
18%
19%
19%
20%
20%
22%
23%
24%
27%
28%
32%
37%
M-commerce
Enhanced business reporting
Enterprise mobility
Social engagement (externally)
Product cost analytics
IoT / sensor networks
Sustainability
Supply chain optimization
Smart / intelligent processes
Digital products and services
Data science / big data
Cloud based business
Business analytics
Digital marketing
Customer experience management
72
63
64
73
66
82
73
79
78
85
68
65
70
28
37
36
27
34
18
27
21
22
15
32
35
30
Manufacturing and natural resources
Communication, media and services
Governmnet
Education
Retail
Wholsale
Banking and securities
Insurance
Healthcare
Health players
Transportation
Utilities
Others
IT
Non-IT
Key trends & barriers to cloud adoption
While barriers to cloud adoption are real and do exist today , they are expected to erode over time…Performance, cost and productivity are the key drivers for cloud adopters…
Source: Wall Street Research
Key Barriers to Cloud Adoption
1) Based on a Gartner survey of 2,944 CIO respondents from 84 countries, representing $11 trillion in revenue and $250 billion of IT spend
Business units spending more on Line of Business IT, resulting in IT organizations losing share of
spend–50% of IT spend will bypass IT organizations by 2018 vs 30-40% currently

19. SaaS market overview
SaaS is rapidly becoming the new standard for front and back office applications as cloud-based applications are becoming more engrained in core business processes across enterprises
Key SaaS Observations
SaaS Market Segmentation and Key Players
 SaaS is compelling to both customers and vendors, adversely impacting
hardware and IT services vendors
- SaaS vendor captures significantly more software value than on-premise,
eliminating a significant portion of legacy integration and support costs
 Significant historical and projected growth
- Forrester projects the SaaS market to grow from $63bn in 2014 to
$133bn in 2020, reflecting a 13% CAGR
- Wikibon estimates the SaaS market to be $53bn and projects it to grow
at an 18% CAGR from 2014 to 2026
 78% of enterprises expect their SaaS investments to deliver a positive ROI in
less than three months
63
78
93
105
116 126 1337
10
11
12
12
12
12
6
6
6
5
5
5
5
2014 2015 2016 2017 2018 2019 2020
SaaS PaaS IaaS
SaaS Segment
2020 TAM
Estimate ($bn)
Collaboration, Productivity
and Communication
$100      
BI $10      
Front Office (Sales, Service,
Marketing)
$33    
Back Office (HCM, SCM,
Finance, T&E)1 $25  
Operations and Management $22   
Security $21   
Source: Wall Street Research
Global Public Cloud Market Size ($bn)
1) Supply Chain Management portion of market is estimated to be approximately $5.9bn

20. AGILE M&A PROCESS

21. Top reasons for selling & buying
21
60%
To provide liquidity to owners
Maximize value / take advantage of current market value
Alleviate owner fatigue
70%
Increase revenues
Improve operational efficiencies
Better meet market expectations
Top 3 Reasons to Sell
45%
To provide liquidity to owners
Maximize value / take advantage of current market value
Take advantage of current capital gains rates
44%
60%
Increase revenues
Put cash to work
Expand geographic reach within U.S.
38%
36%
35%
28% 41%
33%
33%
LowerMid-Market($5mm-<$25mm)UpperMid-Market($25mm-<$2bn)
Source: Citizens
Top 3 Reasons to Buy

22. Window of opportunity is closing…
Last year, just over 4 in 10 Sellers felt that there would be a significant financial crisis in the next 3 years, and the general sentiment was that the window of
opportunity for the right deal was beginning to close — and could slam shut — as a result of a major financial downturn. This year, nearly 6 in 10 Sellers
believe that there will be a significant financial crisis in the next 3 years, which has instilled an even greater sense of urgency among those selling.
Source: Citizens
Yes: 41%
No: 59% Yes: 58%
No: 42%
Upper
Middle
Market
($25MM - <$2B)
Upper
Middle
Market
($25MM - <$2B)
2017 Prediction:
Financial Crisis in Next 3 Years

23. Why you need a banker
92%
227%
436%
552%
733%
4% 8% 12% 16% 20%
Return on Investment As a Function of
Increased Selling Price
Source: BioBusiness News
Does my company possess the specialized
knowledge necessary to successfully sell
the company?
Who are the potential buyers for my
company and how do I reach them?
Can I produce compelling marketing
materials and conduct persuasive
management presentations
Can I optimize the transaction structure?
Selling your company requires a
broad range of abilities including
specialized knowledge, a very
large time commitment, extensive
contacts and industry knowledge,
and a proven track record of
negotiating successfully and
getting deals done.
Although a banker’s success fee can
be large, it can generate a very
high return on investment by
successfully concluding your sale at
the highest price and allowing you
and your management team to
focus on what you do best –
successfully running your company.
Key questions to ask when
considering a banker:
How Bankers Add Value:

24. Agile M&A process
Global Clients, Innovative Solutions
Time leverage
Buyer / investor selection and qualification
Documentation and analysis
Marketing and process management
Valuation and structuring
 CEO and management focus on the business
 Communicate the feeling of management’s “time preciousness”
 Knowledge of the investment community and identification of suitable
buyers / investors
 Relationships
 Preparation of marketing materials (i.e. cover email, teaser, presentation”
 Financial modeling
 Help company with the analyses buyers / investors will ask for
 Manage all facets of the transaction – from screening, negotiation and due-
diligence to coordination of legal and accounting teams
 Control of information flow
 Creating competitive tension
 Optimize the transaction structure; the highest prices does not always
equate to the best deal
Execution
 Management of multiple parties
 Data room management
 Negotiation of closing documents
A
B
CD
E
F

25. Agile M&A process
Global Clients, Innovative Solutions
Inputs
Investment
Thesis
Marketing
Negotiation
• Nuances of client’s
business & operations
• Detailed historical and
projected financials
• Market dynamics
(supply and demand)
• Management & clients
• Develop unique selling
propositions
• Recast financials in most
positive light
• Build buyers list based on
strategic fit
• Develop USPs and
synergies for each buyer
• Articulate USPs and
synergies to each buyer
• Develop competitive
dynamics in process
• Structure deal to
maximize upfront cash
and minimize risk

26. Weeks 1—4 Weeks 3—5 Weeks 5—9 Weeks 9—17 Weeks 17—20
Phase 1 Phase 2 Phase 2a Phase 4 Phase 5
Agile M&A process
Best Practice Approach from twenty years of experience and 170+ completed transactions
 Define objectives and
marketing strategy
 Conduct operational,
financial and legal due
diligence
 Develop preliminary
valuation
 Develop positioning and
marketing thesis
 Meet attorneys,
accountants and other
company consultants
 Set process timeline
 Define key selling points
 Prepare descriptive
memorandum & other
key marketing materials
(e.g. management
presentation)
 Identify potential
investors (tiers I, II and
III)
 Finalize contact strategy
for each type of investor
 Shortlist investors based
on various criteria
 Invite short-listed
investors for due
diligence visits
 Management delivers
presentation
 Distribute contracts for
markups
 Request final binding
bids
 Negotiate final offers
 Finalize contracts with
markups
 Public announcement
 Pursue HSR and any
other required
filings/approvals to
closing
 Close transaction
InitialGroundworkExecution
 Identify the universe of
potential acquirers
 Strategic acquirers and
financial acquirers (PE)
 Compile all due diligence,
develop and finalize long-
term strategy
 Establish an online virtual
data room (VDR) and all
documentation
 Highlight unique and
distinguishable platform
characteristics
 Strong Executive Summary,
Confidential Information
Memorandum (CIM) and
supporting Financial
Statements with justifiable
and defensible projections
Kick-off & Preparation Marketing Materials Marketing Investor Due Diligence
Finalize Bids,
Negotiations & Closing
Planning Preparation Positioning Packaging

27. Sell-side strategies
Agile will help design an optimal sale strategy by carefully assessing client-specific and market factors
Preemptive Targeted Solicitation Controlled Auction Public Auction
Description
 Screen and identify most
likely buyer
 High-level approach to
selected potential buyers
 Customized executive
summary-type presentation
 Limited range of logical
potential buyers contacted
 Requires formal guidelines on
sale process
 Public disclosure made
 Preliminary materials
distributed to wide range of
potential buyers
# of Buyers 1 2-10 10-25 25+
Advantages
 Efforts focused on one buyer
 Maximum confidentiality
 Sense of competition enabled
 Avoids perception that
property is being “shopped”
 High degree of control over
process
 Creates strong sense of
competition
 Most likely to obtain highest
offer
 Finds “hidden” buyers
Disadvantages
 Unlikely to maximize value
 Tied to result of one
negotiation
 High Risk with low probability
of close
 Requires substantial top-level
management time
commitment
 May not maximize value
 Limited confidentiality
 Potential for disruption due
to rumors
 Highest risk of business
disruption
Considerations
 Have very clear sense of most
logical buyer
 High risk of damage from
business disruption
 Have limited group of logical
buyers
 Have key objectives of
confidentiality and limiting
any business disruption
 Seek good balance between
confidentiality and value
 Believe business is unlikely to
be damaged by public
process and focus on
maximizing shareholder
value

28. PE SECTOR UPDATE

29. Global private equity investment multiples
Global median
enterprise value (EV)
increased to 8.4x
EBITDA in 3Q 2016, up
from 8.0x in 2Q
4Q 2016 EV is
flat relative
to 3Q 2016
Global M&A market
continues to be driven
by the well-
documented
abundance of dry
power at PE firms
Heightened
competition from
strategic acquirers
seeking inorganic
growth

30. U.S. private equity activity
Source: Pitchbook
U.S. PE Activity
Median EBITDA Multiples of U.S. M&A (Including PE Buyouts) U.S. PE-backed Exit Activity
$513
$905
$366
$165
$357
$422
$477
$512
$650
$737
$649
2,813
3,486
2,732
1,845
2,710
3,036
3,423
3,321
4,098
4,131
3,538
• $649 billion in PE transactions completed in 2016, reflecting a decline from 2015.
• However, a competitive environment in which corporates are competing with PE have pushed up multiples.
• PE firms are finding pockets of growth and opportunity, particularly in the technology and energy sectors

31. Most active private equity investors – 4Q 2016
Source: Pitchbook
Agile Equity maintains relationships with some of the most active members of the PE community
PE Firm # of Deals
HarbourVest Partners 19
Audax Group 18
ABRY Partners 12
AlpInvest Partners 11
Genstar Capital 10
Hellman & Friedman 10
GTCR 8
Maranon Capital 8
NewSpring Capital 8
KKR 7
Advent International 6
AEA Investors 6
GoldPoint Partners 6
H.I.G. Capital 6
PE Firm # of Deals
Kelso & Company 6
Providence Equity Partners 6
Carlyle Group 6
Riverside Company 6
Vista Equity Partners 6
Aquiline Capital Partners 5
Charlesbank Capital Partners 5
First Reserve 5
Great Point Partners 5
Leeds Equity Partners 5
LLR Partners 5
Oaktree Capital Management 5
Onex 5
Sterling Group 5

32. Bios
The Agile banking team has distinguished backgrounds. A senior banker leads each transaction
212.475.1744
davec@agileequity.com
Dave Cummings
Managing Partner
 24 years of corporate finance and M&A
experience. 170 closed M&A transactions
 Fleet Financial Group, VP & Officer, Boston
 State Street Research, Software Equity Analyst,
Boston
 Member of New York Software Association,
Association for Corporate Growth
 NYU Stern School of Business: Graduate
 18 years of investment banking experience
 Technology M&A banker
 Director of M&A BMC Group
 CFA – Chartered Financial Analyst
 University of Arizona
 16 years of corporate finance & M&A experience
 Galileo Global Advisors, Partner, Head of TMT Banking
 Zephyr Communications, Corp. Development
 Goldman Sachs, Capital Markets
 B.Tech Indian Institute of Technology (Chennai); MS
SUNY Buffalo
 MBA University of Chicago, Booth School of Business
Oliver Zurbel
Managing Partner
Ravi Bhagavan
Managing Partner
212.475.1744
oliverz@agileequity.com
212.475.1744
ravib@agileequity.com

33. THANK YOU
This presentation has been prepared exclusively for internal use and may not be used
without the prior written consent of Agile Equity, LLC

34. APPENDIX