The document provides a quarterly review and outlook for Jefferies TMT Equity Capital Markets group. Some key points: - The markets stabilized in Q1 2010 with the S&P 500 and NASDAQ up around 5%, and TMT indices outperforming. - Investor appetite increased as valuations improved, leading to growth in the IPO pipeline and M&A activity. - Several successful TMT IPOs priced in Q1, with offerings across sectors receiving strong demand. The IPO pipeline continues growing.

1. Jefferies TMT Equity Capital Markets Update
2010 First Quarter Review
Jefferies TMT
Equity Capital Markets
ISSUE HIGHLIGHTS:
Alex Lehmann • Stabilization of the buy-side: Increased appetite for all equities and
Managing Director
TMT Equity Origination particularly TMT equities
212.323.3946
alehmann@Jefferies.com • New issue pipeline builds: As valuations improve, issuers and investors
Jefferies & Company, Inc.
begin to lineup for IPOs, follow-ons, and convertibles
520 Madison Avenue
New York, NY 10022
• M&A activity grows: This increase has created an “underweight”
www.jefferies.com
situation for equity investors in TMT securities
APRIL 2010

2. First Quarter Review and 2010 Outlook
We entered 2010 after an incredibly tumultuous 18-month Trading Market Trends
period for the trading markets and the financial community.
Despite a strong rebound in the equity and bond markets in Due to the uneven performance at the end of 2009, investors
2009 and a re-opening of the capital and M&A markets, were focused on how the markets would open at the beginning
most entered the new year with cautious optimism, knowing of 2010. The first few weeks of January opened strongly and
that the economic landscape was still murky and that a 30%+ there seemed to be a bit of psychological euphoria that the
rally in the equity markets was unlikely to be repeated. travails of 2009 had passed. However, after a couple of weeks,
the realities of the economic backdrop reminded investors
Early March of 2009 marked the nadir of the equity markets and that a rebound would not be quick, and the markets began
on the back of a stabilization of the global financial system to drift lower. Greek default concerns, heightened levels of
brought about through massive inputs of liquidity by the world’s unemployment and uneasiness over looming healthcare reform
central bank, we witnessed one of the strongest 10-month rallies were just some of the issues investors tried to digest during the
in the equity markets for the balance of 2009. In the technology, first half of Q1. This continued through late February, despite
media, and telecom (“TMT”) sectors, this was particularly true initial strong Q4 earnings reports (including the all-important
with most TMT indices strongly outperforming the broader revenue growth metric) and strong guidance for 2010. However,
markets in 2009. by the beginning of March, with continued earnings reports
being strong – especially by bellwethers across all industries –
One positive result for the buy-side was a general stabilization in
the markets began to pick up. By quarter’s end, the major indices
their asset bases: mutual funds ceased to see regular outflows
were up from 4.9% (S&P 500) to 5.7% (NASDAQ), with TMT
and hedge funds began to experience inflows as opposed to
indices once again outperforming the overall equity markets.
the capital calls and redemptions of late 2008 and early 2009.
This was particularly true in the TMT sector, where due to some
relatively large cash M&A transactions at the end of 2009, many Buy-Side Trends
equity investors were underweight in TMT equities. After what was close to an apocalyptic 2008 and first half of
Similarly, the pipeline within TMT for equity new issuance began 2009, equity investors were wary going into 2010. With many
to grow at the end of 2009, and 2010 began with 22 TMT funds or institutions no longer in business and others massively
IPOs on file, representing 30% of all IPOs filed. Additionally, depleted in asset size, any notable downturn in the trading
as valuations improved, public companies began to re-explore markets could have further impacted buy-side firms’ willingness
plans to raise money through follow-on or convertible offerings. to participate in new issues.
However, 2009 ended with a challenging new issue environment Instead, with a relatively benign beginning to the year and
as more IPOs were postponed than priced in December. This led a strong finish to the quarter, mutual and hedge funds found
issuers and their advisors to be somewhat conservative going themselves in much more stable positions than expected.
into 2010.
2009 – Q1 2010 TMT SNAPSHOT
2009 ECONOMIC RECOVERY IN EQUITIES HAS CONTINUED IN Q1 2010
Percent
190
170 S&P 500 Index
150 NASDAQ Composite Index
S&P 500 Internet Software & Services
130
S&P 500 Computers & Peripherals
110
Philadelphia Semiconductor Index
90 S&P 500 Diversified
Telecommunication Services
70
50
1/2/2009
2/2/2009
3/2/2009
4/2/2009
5/2/2009
6/2/2009
7/2/2009
8/2/2009
9/2/2009
10/2/2009
11/2/2009
12/2/2009
1/2/2010
2/2/2010
3/2/2010
4/2/2010
Source: Capital IQ
Jefferies TMT Equity Capital Markets Update | APRIL 2010 1

3. First Quarter Review and 2010 Outlook
In addition, proceeds that many asset managers received as part
MONTHLY US EQUITY MUTUAL FUND FLOWS
of cash M&A deals that closed in Q1 gave them additional capital
to re-invest in the market and/or additional cushion in the case of $ in Billions
redemptions or capital calls. 15 $13.9
12 $11.6
New Issue Trends
9
$7.3
If there was one pattern witnessed in the first quarter related 6 $4.9
to new issuance, it was the reminder of how quickly windows $3.7
for new issuance can open and shut. Companies that were 3
$0.2 $0.7
unfortunate enough to be on the road during negative macro 0
economic news releases suffered either the inability to price an ($1.2)
-3 ($2.3)
offering or were forced to do it on terms that were less favorable ($3.7)
as compared to the launch of their roadshow. -6
($6.3)
-9 ($7.9)
IPO Market Apr May June Jul Aug Sep Oct Nov Dec Jan Feb Mar
2009 2010
The IPO market started 2010 somewhat tamely due to many
issuers waiting for year-end results and audits. The first TMT Source: Ipreo
company to hit the market in Q1 was Quinstreet, a online local
advertising business. Due to a market that traded down during oversubscribed. Equally as important, all of these IPOs have
the roadshow, the offering was priced below the range but has traded up well in the aftermarket.
since traded up nicely since issue.
Also of interest, on several of these transactions, investors were
The market then took a break until early March when five TMT willing to look to 2011 projections when valuing these businesses
IPOs launched. Interestingly the offerings came across many – a point earlier in the calendar year than we have seen in almost
different TMT sectors including communications equipment, a decade.
semiconductors, and software, and were all priced within two
Another lesson learned from these offerings is that while growth
weeks. All five transactions priced well, with two pricing above
remains important to investors, it is not the key driver in attaining
their ranges and the other three pricing at the high ends. Also
a successful offering and valuation. Investors remain generally
interestingly, the sizes of these offerings were relatively low,
focused on profitability and revenue growth of around 20%
marked at the smallest end by Calix (launched at $76mm),
(which is now considered “growth” in the post-2007 era). That
Meru Networks (launched at $61.4mm) and MaxLinear
said, we did see several transactions, including Calix and Meru,
(launched at $65mm). Importantly, despite the varying –
that priced off of a combination of EV/revenues and PE multiples,
and in some cases small – deal sizes, the appetite for these
the first time a TMT IPO has priced off of a revenue multiple in
offerings was strong with every offering receiving a “who’s who”
almost three years.
of investors on the roadshow and ending up many times
TMT M&A DEALS CLOSED DURING Q1 2010
DATE
CLOSED ACQUIROR TARGET SECTOR DEAL VALUE ($MM)
02/08/10 Xerox Affiliated Computer Services Services 8,374.2
01/27/10 Oracle Sun Microsystems Comp Equipment 7,305.2
02/26/10 Investor Group IMS Health HCIT 4,038.0
02/18/10 KDDI Liberty Global-Subsidiaries Telecom Services 4,000.0
02/08/10 Windstream NuVox Communications Telecom Services 643.0
TMT M&A DEALS ANNOUNCED DURING Q1 2010
DATE
ANNOUNCED ACQUIROR TARGET SECTOR DEAL VALUE ($MM)
03/02/10 Elliott Associates LP Novell Software 1,883.8
03/05/10 ABRY Partners LLC RCN Telecom Services 1,273.0
03/29/10 Avnet Bell Microproducts Comp Equipment 568.4
02/23/10 RR Donnelley & Sons Bowne & Co Media 467.1
03/08/10 CCMP Capital Advisors infoGroup Media 463.2
Source: Thomson Reuters
Jefferies TMT Equity Capital Markets Update | APRIL 2010 2

4. First Quarter Review and 2010 Outlook
Issuers and investors are now looking to see what the next TMT
CURRENT TMT IPO BACKLOG
offering could be and while there are several that seem to be
through the SEC clearance process, it is unclear which company FILING AMT. FILED
DATE ISSUER SECTOR ($MM)
will come to market first in Q2. It does appear that despite the
recent willingness of investors to look to 2011 projections, that 03/31/10 Alpha and Omega Semiconductors 91.1
some companies want a little more certainty that they’ll get 03/26/10 Envestnet Software 100.0
credit for 2011 projections and thus are waiting for the late 03/26/10 SciQuest Software 75.0
April / early May time-period before tapping the markets.
03/18/10 Telx Telecom Services 100.0
In the mean time, the IPO pipeline continues to build. 03/18/10 IronPlanet Internet 92.0
Currently, there are 33 TMT companies publicly filed for IPOs
03/15/10 MagnaChip Semiconductor Semiconductors 250.0
with another six to eight on file confidentially. In total this
represents almost 40% of the roughly 90 IPOs that are 03/15/10 BroadSoft Comm Tech 103.5
currently filed. 03/10/10 Eyeblaster New Media 115.0
Importantly, we expect this number to grow substantially in 03/02/10 Force10 Networks Comm Tech 143.8
the next four to six weeks, with between seven and ten new 02/26/10 Green Dot Services 150.0
companies in the TMT space getting on file. With many 02/22/10 Reply! New Media 60.0
companies waiting for up to a month before going public, it 02/10/10 GameFly New Media 50.0
could mean a total IPO backlog for TMT (including confidential
02/08/10 Wave2Wave Communications Telecom Services 94.9
filers) of close to 45 companies by the end of April.
01/28/10 GlassHouse Technologies Services 75.0
One characteristic of the current pipeline is the presence of
01/25/10 Convio Software 57.5
smaller companies. In some cases, these are companies that are
aware that the market windows are opening and shutting more 01/22/10 Motricity Comm Tech 250.0
quickly than ever before. Subsequently, they are getting process 01/22/10 Everyday Health Internet 100.0
on file, with the belief that by the time they are through the 01/05/10 DynaVox HCIT 125.0
SEC they will be at a valuation threshold (roughly $200mm) 12/22/09 ReachLocal New Media 100.0
that will be attractive to small-cap growth investors.
12/22/09 Mitel Networks Comm Tech 230.0
12/07/09 Language Line Services Services 400.0
CURRENT TMT IPO BACKLOG (BY SECTOR) 12/03/09 SPS Commerce Software 46.0
11/23/09 Telegent Systems Semiconductors 250.0
Other – 6.1%
Services – 18.2% 11/20/09 Fabrinet Semiconductors 150.0
New Media – 12.1%
10/30/09 TeleNav Comm Tech 75.0
10/14/09 BJB Career Education Internet 100.0
10/02/09 West Services 500.0
Semiconductors – 12.1%
Software – 12.1% 09/29/09 Accretive Health HCIT 200.0
09/28/09 Newegg Internet 175.0
01/10/08 Intelius Services 143.8
Telecom Services – 9.1%
Internet – 12.1% 11/30/07 Broadview Networks Telecom Services 250.0
Computer Equipment – 3% 08/08/07 BancTec Services 70.9
Comm Tech – 15.2%
07/27/07 Intcomex Comp Equipment 125.0
Source: Dealogic Source: Dealogic
TMT IPOs PRICED Q1 2010
PRICING DEAL VALUE % OF PRICING RELATIVE RETURN TO
DATE ISSUER SECTOR ($MM) COMPANY SOLD % SEC SHRS TO MIDPOINT Q1 END
3/30/10 Meru Networks Comm Tech 75.7 33.9% 18.5% In Range 27.8%
3/30/10 SS&C Technologies Software 160.9 15.5% 23.3% In Range 0.5%
3/23/10 MaxLinear Semiconductors 103.7 24.4% 20.1% Above 27.0%
3/23/10 Calix Comm Tech 82.3 17.4% 34.2% In Range 3.5%
3/15/10 Financial Engines Services 146.3 31.5% 44.6% Above 40.8%
2/10/10 QuinStreet New Media 150.0 22.3% 0.0% Below 13.4%
Source: Dealogic
Jefferies TMT Equity Capital Markets Update | APRIL 2010 3

5. First Quarter Review and 2010 Outlook
It is worth noting that as M&A activity continues to grow, some On the convertible front, activity has also increased. Starting the
of the current TMT IPO backlog may be taken out through year with Salesforce.com’s notable offering, the pace has remained
acquisitions. In fact, in many ways the rebound in strength of the relatively constant with approximately two TMT convertible
M&A market has acted as a strong catalyst for successful IPOs as offerings per month. Terms have remained relatively strong
strategics and private equity firms are now in competition with given the dearth of TMT convertibles priced in the past
the public equity markets for attractive private TMT companies. 18 months and the recent redemptions or tenders of outstanding
As long as the credit markets remain open, this is a trend that TMT convertibles.
we expect to continue.
We strongly believe that TMT convertible issuance will be a part
Follow-on and Convertible Markets of the market to grow substantially for the balance of the year.
The TMT follow-on and convertible markets have similarly picked Structured equity
up, with a variety of sectors represented and uses of proceeds.
The structured equity product – registered directs, PIPEs, etc –
In the first quarter, 11 TMT companies raised capital or sold stock has been relatively light in TMT, due mostly to the comments
through follow-ons. With the pickup of valuations, we are seeing above about the willingness of both issuers and investors
an increasing level of secondary selling on the offering, with 36% to accept the more traditional norms of raising capital in the
of all TMT transactions having 45% or more secondary. Intended public marketplace.
use of proceeds have become increasingly generic, with many
companies using stronger markets and attractive M&A valuations That said, there have been a few transactions to price and the
to bulk up war chests to expand their businesses. terms have been relatively compelling given the environments
in which they were priced.
Importantly, in the follow-on market, the trend has been
increasingly toward publicly marketed deals, as opposed to last In conclusion, we believe that the market tone is very favorable
year in which many deals were done under a wall-crossed/ toward equity activity and there remains a strong near term
accelerated marketing approach. The receptivity to these more demand from the buyside for equity stories. We encourage public
“traditional” structures has been strong, with publicly marketed companies to take advantage of this open window and for those
follow-ons trading down 3.3% from launch to pricing compared with IPO aspirations to consult their advisors about the potential
to the wall-crossed/accelerated follow-ons trading down 7.3%. public exit for their private companies.
The positive news is that in both scenarios the discounts have As always, please feel free to contact us if you would like to
come in substantially from last year’s 10-12% all-in discount range. discuss any of these topics further.
TMT FOLLOW-ONS PRICED Q1 2010
PRICING DEAL VALUE % CHANGE RETURN TO
DATE ISSUER SECTOR TYPE ($MM) % SEC SHRS FILE TO OFFER Q1 END
3/30/10 Cardtronics Services Fully Marketed 84.0 100.0% 19.5% 4.8%
3/25/10 NetLogic Microsystems Semiconductors Accelerated 195.4 46.0% -4.9% 2.0%
3/25/10 ViaSat Satellite Fully Marketed 231.2 55.0% -3.3% 3.3%
3/18/10 Genpact Services Fully Marketed 579.6 100.0% -6.1% 11.8%
3/17/10 Finisar Comm Tech Accelerated 139.1 0.0% -5.5% 11.8%
3/4/10 Conexant Systems Semiconductors Accelerated 64.4 0.0% -18.2% -15.0%
3/3/10 Ctrip.com International Internet Accelerated 236.0 0.0% -5.1% 8.9%
3/2/10 LTX-Credence Semiconductors Accelerated 50.8 0.0% -7.5% 5.6%
2/4/10 Art Technology Group Software Fully Marketed 100.6 0.0% -21.9% 26.0%
1/27/10 Avago Technologies Semiconductors Fully Marketed 500.5 100.0% -4.6% 18.1%
1/21/10 KIT Digital Internet Accelerated 35.0 0.0% -2.8% 22.7%
Source: Dealogic
TMT CONVERTIBLES PRICED Q1 2010
PRICING
DATE ISSUER SECTOR DEAL VALUE ($MM) COUPON PREMIUM
03/30/10 Concur Technologies Software 250.0 2.50% 25.0%
03/11/10 Rovi Software 460.0 2.63% 28.0%
03/08/10 Ciena Comm Tech 375.0 4.00% 35.0%
03/04/10 Priceline.com Internet 575.0 1.25% 30.0%
02/24/10 CSG Systems International Services 150.0 3.00% 25.0%
01/12/10 Salesforce.com Software 575.0 0.75% 25.0%
Source: Dealogic
Jefferies TMT Equity Capital Markets Update | APRIL 2010 4

6. About Jefferies
Jefferies, a major global securities and investment banking firm, has served companies and their investors for more than 45 years.
Headquartered in New York City, with offices in more than 25 cities around the world, Jefferies provides clients with capital
markets and financial advisory services, institutional brokerage, securities research and asset management. The firm provides
investors with fundamental research and trade execution in equity, equity-linked, and fixed income securities, including
corporate bonds, high yield bonds, US government and agency securities, repo finance, mortgage- and asset-backed securities,
municipal bonds, whole loans and emerging markets debt, as well as commodities and derivatives. Jefferies offers companies
capital markets, merger and acquisition, restructuring and other financial advisory services. Jefferies & Company, Inc. is
the principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF; www.jefferies.com). Jefferies International Limited,
a UK-incorporated, wholly owned subsidiary of Jefferies Group, Inc., is authorized and regulated by the UK Financial
Services Authority.
For corporate clients, the Firm is a top M&A and restructuring advisor and underwriter of high yield and equity new issues.
Serving institutional investors and high net worth individuals, the Firm is a leading provider of trade execution in equity,
convertible, and high yield securities and a market maker of investment grade fixed income and commodity-linked products.
Jefferies also offers top-tier private client services, prime brokerage, securities lending, correspondent clearing and NYSE
brokerage services. The Firm has an award-winning research practice, covering equity, high yield and convertible securities,
as well as a growing asset management practice utilizing a variety of asset strategies.
Jefferies was founded in the capital markets as a third-market equity trading firm and has flourished over the past five decades.
The Firm’s reputation has been built on a high level of client attention and service, and the ability to execute large block trades
with minimal market impact. Today, Jefferies is seen by many as the investment bank of choice for companies and their investors.
A creative, hands-on approach, combined with experience, expertise and widespread relationships, distinguishes the firm.
Important Disclosures
This communication is being provided strictly for informational purposes only and is not intended as a recommendation or an
offer or solicitation for the purchase or sale of any security referenced herein. The information upon which this material is based
was obtained from sources believed to be reliable, but has not been independently verified, therefore, we do not guarantee its
accuracy. Any opinion or estimates constitute our best judgment as of this date, and are subject to change without notice, and
any views expressed herein may not be supported by independent analysis. Jefferies & Company, Inc. and Jefferies International
Limited and their affiliates and their respective directors, officers and employees may buy or sell securities mentioned herein as
agent or principal for their own account. This report was created by members of the Jefferies investment banking division of
Jefferies & Company, Inc. (“Jefferies”), employing appropriate expertise, and in the belief that it is fair and not misleading.
The report has not been reviewed by, or discussed with, any member of Jefferies’ research department. This report is not
intended to be, and in no way constitutes a “research report”, as such term is defined in Rule 137 promulgated under the
US Securities Act of 1933, as amended, nor should it be considered the same under the Conduct of Business Rules of the
Financial Services Authority (“FSA”). Jefferies’ investment banking department has done, and may continue to do business with,
companies included in this report. This document is a marketing communication; it is not and should not be construed as
investment research.
Additional Information
In the UK, this material is intended for use only by persons who have professional experience in matters relating to investments
falling within Articles 19(5) and 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended), or by persons to whom it can be otherwise lawfully distributed. For Canadian investors, this material is intended
for use only by professional or institutional investors. None of the investments or investment services mentioned or described
herein is available to other persons or to anyone in Canada who is not a "Designated Institution" as defined by the Securities Act
(Ontario). Recipients of this document in any other jurisdiction should inform themselves about and observe any applicable legal
requirements in relation to the receipt of this document. Jefferies International Limited is authorized and regulated in the United
Kingdom by the Financial Services Authority. Its registered office is at Vintners Place, 68 Upper Thames Street, London EC4V 3BJ;
telephone +44 (0)20 7029 8000; facsimile +44 (0)20 7029 8010.
Reproduction of this document without written permission of Jefferies is expressly forbidden. All logos, trademarks and service marks appearing herein are property of Jefferies & Company, Inc.
Member SIPC • © 04/2010 Jefferies & Company, Inc.
Jefferies & Company, Inc.
520 Madison Avenue
New York, NY 10022
Jefferies.com
Investment Banking
Sales & Trading
Research
Asset Management