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M&A Monthly M&A Monthly –– June 2010June 2010yyTech Acquisition Frenzy Tax Impacta pactEMC Live Report

www.corumgroup.com

Thursday, June 10, 201010:00 am PT

Agendag

Market Overview

Tech Acquisition Frenzy

Recent Corum Transactions

Ta Impact Tax Impact

Corum M&A Update

EMC Live Report – Matt Olton, VP Corp Dev

Closing Comments - Q&A

Corum Group Presentation ■ 2

Closing Comments - Q&A

Presenters

Mark ReedExecutive Vice PresidentCorum Group Ltd.

Bruce MilneCEOCorum Group Ltd.

Nat BurgessPresidentCorum Group Ltd.

Dougan MilneDirector of Research

Miro ParizekManaging Director

Jeff BrownVice President

Matt OltonVP Corporate Development

Corum Group Presentation ■ 3

Corum Group Ltd. Corum Group Int’l, Sàrl Corum Group Ltd. EMC Corporation

Logisticsg

Ask questions for Q&A session Ask questions for Q&A session Use Q&A window on right side Submit to queue at any time Ask “all panelists” – see “ask” option above text entry box

This event is being recorded Rebroadcast June 17 Rebroadcast June 17 See “Conferences and Events” at www.corumgroup.com

If any audio problems today Dial +1.408.792.6300 Enter meeting event number: 669 576 488

Corum Group Presentation ■ 4

>> For today’s presentation or more information, contact Pat Sultan(pats@corumgroup.com, +1 425-455-8281 ext. 248)

Introduction

Bruce MilneCEOCorum Group Ltd.

A leader in the software industry, Bruce has founded or owned four software companies, including the largestA leader in the software industry, Bruce has founded or owned four software companies, including the largest vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related company in the world.

He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of the WTIA, the nation’s most active regional technology trade association.

He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200 most influential individuals in the IT community in Europe. He was also the only American juror for the recent Tornado 100 Awards given to Europe’s top technology firms

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Tornado 100 Awards given to Europe s top technology firms

A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for success, including Power Planning. He is a frequent lecturer and author.

Asia

J ’ M l t S ll A th L d 5th i 4 Japan’s Maelstrom Swallows Another Leader – 5th in 4 yrs

Indian Court Finds 8 Guilty for Deadly Bhopal Gas Leak

China’s Property Market Freezes – Speculators Not

WelcomeWelcome

China’s May Exports Rise 48.5%

Japan’s Economy Grew at an Annualized 5%

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Europe

D bt C D i EURO t F h L < $1 20 Debt Concerns Drive EURO to Fresh Lows < $1.20

Cuts Will Affect ‘Everyone’ – Cameron (UK)

Ready to Make Spending Cuts – Merkel (Germany)

Hungary Vows to Avert Greece-Like Crisis Hungary Vows to Avert Greece-Like Crisis

HSBC Bank Downgrades Europe, Excluding UK

German Factory Orders Unexpectedly Jump in April

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Americas

Chil F t t E i G th i 14 E th k Chile - Fastest Economic Growth in 14 years, Earthquake

Recovery

Brazil’s Economists Cut 2010 Inflation Forecast

Copper Demand May Double in 15 Years, CodelcoCopper Demand May Double in 15 Years, Codelco

Venezuelan GDP to Shrink 6.2%, Morgan Stanley

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United States

US’ $13T illi D bt P i d t O t k GDP US’s $13Trillion Debt Poised to Overtake GDP

Obama Borrowing Record Amounts to Fund Spending

U.S. Rebound Slowest Since 2002 on Euro Debt Woes

Raised the Odds of Double-Dip Recession to 1-in-4 Raised the Odds of Double-Dip Recession to 1-in-4

Geitner Tells G-20: “World Can’t Rely on US Consumer”

Texas Instruments Raises Q2 Forecast

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United States

H S l D li S t T bl Home Sales Decline, Suggests Trouble

Duration of Unemployment Rises to Record 34.4 Weeks

Buffett Expects ‘Terrible Problem’ for Municipal Debt

Wealthy Investors Bet on Property Stocks – Barclays Wealthy Investors Bet on Property, Stocks – Barclays

Gold Settles at Record

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Technologygy

Mi ft Chi f D f d Wi d ’ F t Microsoft Chief Defends Window’s Future

Google to Hand Over Intercepted Data

Apple Unveils $199 iPhone 4 – Fend Off Android

Tech Lifts S F Prices as Ocean View Gets 26 Bids Tech Lifts S.F. Prices as Ocean View Gets 26 Bids

Microsoft Financing Revives Convertibles

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Tech Acquisition Frenzyq y

Nat BurgessPresidentCorum Group Ltd.

"The tech landscape is evolving at a fantastic pace," says Nat Burgess, president of Corum Group, a mergers-and-acquisitions advisory firm. "Small, agile companies are developing tomorrow's solutions and M&A is the only way for big companies to keep up "

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solutions, and M&A is the only way for big companies to keep up.

Recent Corum Transactions

Miro ParizekManaging DirectorCorum Group International S.à.r.l.

Miro joined Corum in 1998 and has since advised clients in over a dozen countries on three continents. He was appointed Managing Director of Corum Group International S.à.r.l. at the end of 2005 and is responsible for Corum’s international business.

He has advised privately held sellers and publicly traded buyers ranging from 30 to over 1,000 employees in sectors as diverse as 3D imaging business performance management compiler software CRMin sectors as diverse as 3D-imaging, business performance management, compiler software, CRM, document and content management, enterprise systems management, ERP, human capital management, storage area networks, supply chain management, telecommunications, video editing and various other verticals.

Miro has 25 years of experience in the software and IT industry, and prior to Corum had founded and ran

Corum Group Presentation ■ 13

y p y, pthree software and IT related firms in the ‘80s and ‘90s, including a leading software distributor, North American Software. He was a founding member of the German Software Association (VSI), since merged with the local Multi-Media Association (dmmv) to form the National Association for Digital Economy (BVDW), where he had served as a board member for over a decade.

Recent Corum Transactions

Target Beta Systems ECM Solutions

Stock Symbol BSS (Frankfurt)

Has acquired the ECM division of

Year Founded 1983

Headquarters Augsburg, Germany

Primary Category Document ManagementPrimary Category Document Management

Primary Market Investment & Finance

Revenue Model License

Revenues € 28.8 million

Advisor Corum Group International, Sàrl

Miro ParizekFrank Berger

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Miro ParizekManaging DirectorCorum Group Int’l, Sàrl

Frank BergerRegional Director, GermanyCorum Group Int’l, Sàrl

Recent Corum Transactions

Mark ReedExecutive Vice PresidentCorum Group Ltd.

Mark joined Corum in 1997. During 1999 he took a sabbatical to participate in the launch of an Internet startup company, WorldStream Communications, as Vice President of Corporate Development. At WorldStream, Mark developed the core business plan, was a driving force behind the emphasis on B2B services, and launched their strategic alliance program.

Prior to Corum Mark served as Executive Vice President of a boutique investment bank where hePrior to Corum, Mark served as Executive Vice President of a boutique investment bank where he concentrated on providing private equity financing and arranging cross-border strategic alliances for high technology companies. Mark also served as Chief Operating Officer of a consulting company, advising multinational organizations such as Shell International Petroleum and the International Finance Corporation (World Bank Group) on new business development and foreign direct investment into Asia.

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Before moving into the finance sector, Mark was a software developer and project manager building application software on DEC and HP mini-computers. Mark studied mathematics and computer science at Seattle Pacific University and the University of Washington. He has a B.S. in Mathematics.

Recent Corum Transactions

Target Apex Systems Pte. Ltd.

Stock Symbol Private

Has acquired

Year Founded 1981

Headquarters Singapore

Primary Category Enterprise Solutionsy g y p

Primary Market Insurance

Revenue Model License

C GAdvisor Corum Group Ltd.

Mark ReedExecutive Vice PresidentCorum Group Ltd.

Corum Group Presentation ■ 16

Looming US Tax Impactg

Jeff BrownVice PresidentCorum Group Ltd.

Jeff joined Corum in 2007 as Regional Director in Houston, Texas. He has over 25 years of entrepreneurial and consulting experience building software and business services companies. He specializes in information technology for engineering, scientific and business applications. He also understands the energy industry and multinational operations.

Jeff helped form and was President of Severn Trent Worksuite a FTSE 100 subsidiary which became theJeff helped form and was President of Severn Trent Worksuite, a FTSE 100 subsidiary, which became the leading provider of enterprise and wireless workflow management software. Jeff was Vice President at IntelliGIS, a pioneer in geographic information systems and wireless computing. Additionally, he launched Western Hemisphere operations for Simon Petroleum Technology, a provider of petroleum reservoir management software, and was a member of the initial management team at GeoQuest Systems, which became the leader in petroleum decision support systems.

Corum Group Presentation ■ 17

p pp y

Jeff began his career on the research staff at Columbia University and is a published author. He holds a degree in Geology from the State University of NY.

Revenue Growth to Offset US LTCG Tax

10.00

12.00

14.00

16.00 Inflation & Bank

Capital Gains Tax

2010 Revenue Base

2.00

4.00

6.00

8.00

2010 2011 2012 2013

0.002010 2011 2012 2013

Revenue Target ($MM) 10.00 11.59 13.06 14.53

Enterprise Value ($MM) 18.00 19.13 20.13 21.25

YoY Revenue Growth --- 15.9% 12.6% 11.3%

EBITDA 20% 20% 20% 20%

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EBITDA 20% 20% 20% 20%

EBITDA Multiple 9.00 x 9.00 x 9.00 x 9.00 x

Corum M&A Update

Dougan MilneDirector of ResearchCorum Group Ltd.

Dougan is Director of Research at the Corum Group, Ltd in Seattle, WA. Previously, he spent 3 years based out of Corum's European headquarters in Zürich, Switzerland. Prior to joining Corum's team in 2005, Dougan spent 3 years working in the banking industry with Bank of America, and Citigroup's Private Wealth business unit.

Before entering finance and investment banking, Dougan founded the successful garment distribution business, Billions Apparel. In 2006, he started an advertising company serving the motorcycle industry, Modo Marketing. Dougan has a Bachelors degree in Business Economics from the University of San Diego (USA).

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Public Markets

Nasdaq S&P Tech Dow

110.00

120.00

Nasdaq S&P Tech Dow

80 00

90.00

100.00

60.00

70.00

80.00

40.00

50.00

M 09 J 09 J l 09 A 09 S 09 O t 09 N 09 D 09 J 10 F b 10 M 10 A 10 M 10

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May‐09 Jun‐09 Jul‐09 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Jan‐10 Feb‐10 Mar‐10 Apr‐10 May‐10

M&A Activity – Mayy y

Number of Software and IT M&A TransactionsNumber of Software and IT M&A Transactions

282

304

205

232

May

158

234

360

158

0 50 100 150 200 250 300 350 400

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2010 2009 2008 2007 2006 2005 2004

Corum Index – M&A Statistics

May‐09 May‐10

# of Transactions 232 282

Corum Index

# of Transactions 232 282

# of Mega Deals 4 6

Largest Deal $8,500 $6,100

Average Deal Size $319 $288 g

Median Seller Size $37 $64 

# VC backed Exits 31 42

% Terms Undisclosed 72% 78%

All Cash (announced) 51% 43%

% Targets were Public 19% 15%

% Public Buyers 45% 51%

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*$ values in millions

Horizontal Application Software Market

Public Valuations Deal Spotlight:

Sector: CollaborationTarget: CubeTreeBuyer: SuccessFactors, Inc.Transaction Value: $50mStructure: Cash, Stock, EarnoutHorizontal

Applicationf

Comments: Talent & Technology Collaborative SaaS Expanding PortfolioMay‐09 Jun‐09 Jul‐09 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Jan‐10 Feb‐10 Mar‐10 Apr‐10 May‐10

EV/EBITDA 9 39 x 9 99 x 11 06 x 11 06 x 12 67 x 12 26 x 11 66 x 11 67 x 10 76 x 11 16 x 12 71 x 12 07 x 11 39 x

Software

EV/EBITDA 9.39 x 9.99 x 11.06 x 11.06 x 12.67 x 12.26 x 11.66 x 11.67 x 10.76 x 11.16 x 12.71 x 12.07 x 11.39 x

EV/S 1.35 x 1.50 x 1.58 x 1.93 x 2.41 x 2.21 x 2.29 x 2.41 x 2.48 x 2.42 x 2.11 x 2.24 x 2.12 x

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Vertical Application Software Market

Public Valuations Deal Spotlight:

Sector: Energy + MiningTarget: Matrikon, Inc.Buyer: Honeywell InternationalTransaction Value: $142mEV/S: 1.8x revenuesStructure: Cash + Stock

Vertical ApplicationSoftware Structure: Cash + Stock

Comments: Vertical Targeting Brand Name in Energy + Mining

F d ti f V ti lMay‐09 Jun‐09 Jul‐09 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Jan‐10 Feb‐10 Mar‐10 Apr‐10 May‐10

Software

Foundation for VerticalsEV/EBITDA 7.99 x 8.17 x 8.91 x 9.01 x 9.32 x 8.42 x 8.96 x 9.54 x 9.37 x 10.30 x 11.15 x 11.51 x 12.53 x

EV/S 1.40 x 1.51 x 1.51 x 1.66 x 1.80 x 1.57 x 1.82 x 2.01 x 1.90 x 1.92 x 1.95 x 2.22 x 1.86 x

Corum Group Presentation ■ 24

Consumer Application Software Market

Public Valuations Deal Spotlight:

Sector: RetailTarget: Buy.comBuyer: Rakuten, Inc.Transaction Value: $250mStructure: CashConsumer 

Application

Comments: Roller Coaster Massive Retail Footprint Geographic ExpansionMay‐09 Jun‐09 Jul‐09 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Jan‐10 Feb‐10 Mar‐10 Apr‐10 May‐10

EV/EBITDA 2 83 4 47 4 57 4 27 5 88 5 23 5 71 4 91 4 89 4 67 6 25 7 96 10 99

Software

EV/EBITDA 2.83 x 4.47 x 4.57 x 4.27 x 5.88 x 5.23 x 5.71 x 4.91 x 4.89 x 4.67 x 6.25 x 7.96 x 10.99 x

EV/S 0.50 x 0.53 x 0.53 x 0.59 x 0.83 x 0.60 x 0.61 x 0.70 x 0.66 x 0.73 x 0.77 x 0.93 x 0.82 x

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Infrastructure Market

Public Valuations Deal Spotlight:

Sector: Disaster RecoveryTarget: Double-TakeBuyer: VisionSolutions (ThomaBravo)Transaction Value: $242m2.4x TTM Revenues14 4x TTM EBITDA

Infrastructure Software 14.4x TTM EBITDA

Structure: Cash

Comments: Privatized

PE B k dMay‐09 Jun‐09 Jul‐09 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Jan‐10 Feb‐10 Mar‐10 Apr‐10 May‐10

PE-Backed Market Consolidation

EV/EBITDA 8.29 x 8.74 x 9.59 x 10.92 x 10.46 x 10.81 x 9.76 x 11.61 x 10.26 x 9.83 x 10.33 x 11.02 x 10.47 x

EV/S 1.52 x 1.72 x 1.95 x 2.02 x 2.14 x 2.20 x 2.27 x 2.37 x 2.30 x 2.24 x 2.39 x 2.57 x 2.21 x

Corum Group Presentation ■ 26

Internet Market

Public Valuations Deal Spotlight:

Sector: Internet ContentTarget: Motortopia.comBuyer: Beckett MediaTransaction Value: N/AStructure: N/AInternet

Comments: Building on the Brand Market Presence Expanded PortfolioMay‐09 Jun‐09 Jul‐09 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Jan‐10 Feb‐10 Mar‐10 Apr‐10 May‐10

EV/EBITDA 11.78 x 11.81 x 13.32 x 13.02 x 15.80 x 11.81 x 13.03 x 15.13 x 14.40 x 14.52 x 15.89 x 15.82 x 13.31 x

EV/S 2.26 x 2.30 x 2.48 x 2.60 x 2.70 x 2.19 x 2.45 x 2.55 x 2.34 x 2.36 x 2.54 x 2.74 x 2.42 x

Corum Group Presentation ■ 27

IT Services Market

Public Valuations Deal Spotlight:

Sector: BPOTarget: Stanley Inc. Buyer: CGI GroupTransaction Value: $951m1.2x TTM Revenue15 5x EBITDA

IT Services

15.5x EBITDAStructure: N/A

Comments: Acquiring Gov. Contracts

P h i t US F dMay‐09 Jun‐09 Jul‐09 Aug‐09 Sep‐09 Oct‐09 Nov‐09 Dec‐09 Jan‐10 Feb‐10 Mar‐10 Apr‐10 May‐10

Push into US FedEV/EBITDA 5.51 x 5.24 x 5.56 x 5.67 x 6.66 x 6.10 x 6.16 x 6.60 x 6.44 x 6.37 x 6.97 x 7.33 x 6.49 x

EV/S 0.61 x 0.63 x 0.68 x 0.68 x 0.73 x 0.73 x 0.63 x 0.67 x 0.81 x 0.64 x 0.83 x 0.85 x 0.74 x

Corum Group Presentation ■ 28

Market Tracker – Top Tech

Top Buyers June 1, 2009 June 1, 2010 % Change Acquisitionsp y , , g q

AAPL $139.35 $260.83 87.2% 5EMC $12.42 $18.69 50.5% 4MSFT $19.31 $26.46 37.0% 10CSCO $17.46 $23.35 33.7% 7HPQ $34.35 $45.58 32.7% 4ORCL $18.58 $22.64 21.9% 11ORCL $18.58 $22.64 21.9% 11IBM $108.37 $127.41 17.6% 11GOOG $426.56 $493.37 15.7% 19CA $17.96 $19.63 9.3% 5SAP $43.94 $44.38 1.0% 6YHOO $16.58 $15.02 ‐9.4% 7SYMC $16.01 $13.84 ‐13.6% 5

Corum Group Presentation ■ 29

Average Change 23.6% Total 94

EMC Live Report

Matt OltonVice President, Corporate DevelopmentEMC Corporation

Matthew Olton is Vice President, Corporate Development of EMC Corporation and leads EMC’s global mergers and acquisitions and strategic investments practices, as well as EMC’s acquisition integration functions.

Since joining EMC, Matt has led, in various capacities, more than $12 billion in acquisitions for EMC and has played a direct role in transforming EMC into one the world's leading technology companies. Matt moved to his current role in 2006 from EMC’s Office of the General Counsel, where he was Associate General Counsel, overseeing acquisitions, investments and other matters.

Prior to joining EMC, Matt was a corporate attorney at Skadden Arps and Goodwin Procter in Boston.

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Upcoming Corum Eventsg

June 17: Rebroadcasts M&A Update July 8: M&A Update WebinarJune 17: Rebroadcasts – M&A Update Webinar

June 22: Dallas – MB

July 8: M&A Update Webinar

July 17: Special Event (SIIA Conference – Dallas)

June 24: Houston – MB

June 24: Special Event (Capital Roundtable – New York)

July 19: Special Event (Casual Connect Games – Seattle)

July 21: Special Event (Softletter SaaS University Washington DC)

June 29: Austin– MBUniversity – Washington DC)

Merge Briefing (MB)g g ( )Selling Up Selling Out (SUSO)

Corum Group Presentation ■ 31

www.CorumGroup.com