Form SC 13E3 NETSUITE INC Filed by: NETSUITE INC

Form SC 13E3 NETSUITE INC Filed by: NETSUITE INC

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September 27, 2016 6:28 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3
(§240.13e-100)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

NetSuite Inc.
(Name of Issuer)

NetSuite Inc.
(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 Per Share
(Title of Class of Securities)

64118Q107
(CUSIP Number of Class of Securities)

Douglas P. Solomon, Esq.
Senior Vice President and
General Counsel
NetSuite Inc.
2955 Campus Drive, Suite 100
San Mateo, CA 94403
(650) 627-1000
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

with copies to:
Larry W. Sonsini
Martin W. Korman
Bradley L. Finkelstein
Douglas K. Schnell
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94034
(650) 493-9300

This statement is filed in connection with (check the appropriate box):


a.	o	The filing of solicitation materials or an information statement subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2), Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	ý	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

Transaction valuation*		Amount of filing fee**



$9,473,545,994.00		$953,986.08

*: Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of NetSuite Inc. ("NetSuite"), at a purchase price of $109.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. Such shares consist of: (i) 81,007,997 shares of common stock of NetSuite that were issued and outstanding as of August 8, 2016; (ii) 1,035,657 shares of common stock of NetSuite potentially issuable upon exercise of outstanding exercisable in-the-money stock options as of August 8, 2016; (iii) 3,480,715 shares of common stock of NetSuite issuable upon the settlement of outstanding restricted stock units as of August 8, 2016; and (iv) 1,388,897 shares of common stock of NetSuite issuable upon the settlement of outstanding performance share units as of August 8, 2016. The foregoing figures have been provided by the issuer to the offeror and are as of August 8, 2016, the most recent practicable date.
**: The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction value by 0.00010070.
ý: Check the box if any part of the fee is offset as provided by Section 240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount previously Paid:	$ 953,986.08	Filing Party:	Napa Acquisition Corporation, OC Acquisition LLC and Oracle Corporation
Form or Registration No.:	Schedule TO	Date Filed:	August 18, 2016

Explanatory Note

This Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with the exhibits and annexes hereto, as it may be amended or supplemented, this "Schedule 13E-3") is being filed by NetSuite Inc., a Delaware corporation ("NetSuite"). The filing person is the subject company. This Schedule 13E-3 relates to the cash tender offer (the "Offer") by Napa Acquisition Corporation, a Delaware corporation ("Purchaser"), a subsidiary of OC Acquisition LLC, a Delaware limited liability company ("Parent"), which is a subsidiary of Oracle Corporation, a Delaware corporation ("Oracle"), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of NetSuite, at a purchase price of $109.00 per Share (the "Offer Price"), net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 18, 2016 (as it may be amended and supplemented from time to time, the "Offer to Purchase"), and the related Letter of Transmittal (as it may be amended and supplemented from time to time, the "Letter of Transmittal").

In response to the Offer, NetSuite filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as it may be amended and supplemented, the "Schedule 14D-9"). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent that such information is required in response to the items in this Schedule 13E-3, and is supplemented by information specifically provided herein. The responses to each item of this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and Offer to Purchase. All terms used in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.

This Schedule 13E-3 is being filed solely to include additional disclosure in response to comments received from the staff of the Securities and Exchange Commission.

Item 1. Summary Term Sheet.

The information in the Offer to Purchase under the caption "Summary Term Sheet" is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The information in the Schedule 14D-9 under the caption "Item 1. Subject Company Information—Name and Address" is incorporated herein by reference.

(b) Securities. The information in the Schedule 14D-9 under the caption "Item 1. Subject Company Information—Securities" is incorporated herein by reference.

(c) Trading Market and Price. The information in the Offer to Purchase under the caption "The Tender Offer—Section 6—Price Range of Shares; Dividends" is incorporated herein by reference.

(d) Dividends. The information in the Offer to Purchase under the caption "The Tender Offer—Section 6—Price Range of Shares; Dividends" is incorporated herein by reference.

(e) Prior Public Offerings. Not applicable.

(f) Prior Stock Purchases. Not applicable.

Item 3. Identity and Background of Filing Person.

(a) Name and Address. The information in the Schedule 14D-9 under the caption "Item 1. Subject Company Information," and in the Offer to Purchase under the caption "The Tender Offer—Section 8—Certain Information Concerning Oracle, Parent and Purchaser," is incorporated herein by

reference. The filing person is the subject company. The business address and phone number of the directors and executive officers of the Company is the same as that of the Company noted above. The business address and phone number of the directors and executive officers of Oracle, Parent and Purchaser are the same as those of Purchaser and Acquisition Sub specified in the Schedule TO.

(b) Business and Background of Entities. The information in the Offer to Purchase under the captions "The Tender Offer—Section 7—Certain Information Concerning the NetSuite" and "The Tender Offer—Section 8—Certain Information Concerning Oracle, Parent and Purchaser" is incorporated herein by reference.

NetSuite Restricted Holdings LLC ("NRH") is a California limited liability company that serves as an investment holding entity to hold shares of NetSuite common stock and any proceeds therefrom, subject to and in compliance with the terms of its operating agreement. The address for NRH is c/o Bill Wright & Associates, LLC, One Bush Street, Suite 650, San Francisco, CA 94104. NRH has not been convicted in a criminal proceeding during the past five years and has not been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such entity from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

(c) Business and Background of Natural Persons. The information in the Offer to Purchase under the caption "Schedule I" is incorporated herein by reference.

The name, age, citizenship, principal business address, principal occupation and business experience during the past five years of each of the Company's directors and executive officers is set forth in Annex A. Each such person has not been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) and has not been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Item 4. Terms of the Transaction.

(a) Material Terms; Tender Offers. The information in the Offer to Purchase under the captions "Summary Term Sheet," "The Tender Offer—Section 1—Terms of the Offer," "The Tender Offer—Section 2—Acceptance for Payment and Payment for Shares," "The Tender Offer—Section 3—Procedures for Accepting the Offer and Tendering Shares," "The Tender Offer—Section 4—Withdrawal Rights," "The Tender Offer—Section 5—Certain U.S. Federal Income Tax Consequences of the Offer," "The Tender Offer—Section 15—Conditions of the Offer" and "The Tender Offer—Section 16—Certain Legal Matters; Regulatory Approvals" is incorporated herein by reference.

(c) Different Terms. The information in the Schedule 14D-9 under the caption "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Agreements between NetSuite, Parent, Purchaser and Oracle—Tender and Support Agreements," and in the Offer to Purchase under the caption "Special Factors—Section 6—The Merger Agreement; Other Agreements," is incorporated herein by reference.

(d) Appraisal Rights. The information in the Schedule 14D-9 under the captions "Item 8—Additional Information" and "Annex B—Section 262 of the Delaware General Corporation Law," and in the Offer to Purchase under the caption "Special Factors—Section 7—Appraisal Rights," is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. None.

(f) Eligibility for Listing or Trading. Not Applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a)-(c), (e) Transactions; Significant Corporate Events; Negotiations or Contacts; and Agreements Involving the Subject Company's Securities. The information in the Schedule 14D-9 under the caption "Item 3. Past Contacts, Transactions, Negotiations and Agreements" and "Item 4. The Solicitation or Recommendation," and in the Offer to Purchase under the captions "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with the Company" and "Special Factors—Section 6—The Merger Agreement; Other Agreements," is incorporated herein by reference. Exhibit 4.4 to NetSuite's Amendment No. 4 to its Registration Statement on Form S-1 is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(b), (c)(1)-(8) Use of Securities Acquired, Plans. The information in the Schedule 14D-9 under the captions "Item 3. Past Contacts, Transactions, Negotiations and Agreements," "Item 4. Solicitation/Recommendation—Background of the Transaction; Reasons for the Recommendation of the NetSuite Board" and "Item 7—Purposes of the Transaction and Plans or Proposals," and in the Offer to Purchase under the captions "Summary Term Sheet," "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with the NetSuite," "Special Factors—Section 2—Purpose of the Offer; Plans for the NetSuite," "Special Factors—Section 5—Certain Effects of the Offer," "Special Factors—Section 6—The Merger Agreement; Other Agreements," is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes. The information in the Schedule 14D-9 under the caption "Item 4. The Solicitation or Recommendation—Background of the Transaction; Reasons for the Recommendation of the NetSuite Board," and in the Offer to Purchase under the captions "Introduction," "Summary Term Sheet," "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with NetSuite," "Special Factors—Section 2—Purpose of the Offer; Plans for the Company," "Special Factors—Section 5—Certain Effects of the Offer," "Special Factors—Section 6—The Merger Agreement; Other Agreements," and "Schedule I" is incorporated herein by reference.

(b) Alternatives. The information in the Schedule 14D-9 under the caption "Item 4. The Solicitation or Recommendation—Background of the Transaction; Reasons for the Recommendation of the NetSuite Board," and in the Offer to Purchase under the captions "Introduction," "Summary Term Sheet" and "Special Factors—Section 1 Background of the Offer; Past Contacts or Negotiations with NetSuite," is incorporated herein by reference.

(c) Reasons. The information in the Schedule 14D-9 under the caption "Item 4. The Solicitation or Recommendation—Background of the Transaction; Reasons for the Recommendation of the NetSuite Board," and in the Offer to Purchase under the captions "Introduction," "Summary Term Sheet," "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with NetSuite," "Special Factors—Section 2—Purpose of the Offer; Plans for the Company," "Special Factors—Section 5—Certain Effects of the Offer," "Special Factors—Section 6—The Merger Agreement; Other Agreements" and "Schedule I," is incorporated herein by reference.

(d) Effects. The information in the Schedule 14D-9 under the captions "Item 3. Past Contacts, Transactions, Negotiations and Agreements" and "Item 4. The Solicitation or Recommendation—Background of the Transaction; Reasons for the Recommendation of the NetSuite Board," and in the Offer to Purchase under the captions "Introduction," "Summary Term Sheet," "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with NetSuite," "Special Factors—Section 2—Purpose of the Offer; Plans for the Company," "Special Factors—Section 5—Certain Effects of the Offer," "Special Factors—Section 6—The Merger Agreement; Other Agreements," "The Tender

Offer—Section 5—Certain U.S. Federal Income Tax Consequences of the Offer" and "Schedule I," is incorporated herein by reference.

Item 8. Fairness of the Transaction.

(a)-(d) Fairness; Factors Considered in Determining Fairness; Approval of Security Holders; Unaffiliated Representative. The information in the Schedule 14D-9 under the caption "Item 4. The Solicitation or Recommendation," and in the Offer to Purchase under the captions "Summary Term Sheet," "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with NetSuite," "Special Factors—Section 3—Position of NetSuite Regarding Fairness of the Offer and the Merger," and "Special Factors—Section 4—Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and the Merger," is incorporated herein by reference.

(e) Approval of Directors. The information in the Schedule 14D-9 under the caption "Item 4. The Solicitation or Recommendation" is incorporated herein by reference.

(f) Other Offers. None.

Item 9. Reports, Opinions, Appraisals and Negotiations.

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information in the Schedule 14D-9 under the caption "Item 4. The Solicitation or Recommendation," and in the Offer to Purchase under the captions "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with NetSuite," "Special Factors—Section 4—Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and Merger" and "Special Factors—Section 6—The Merger Agreement; Other Agreements," is incorporated herein by reference.

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of NetSuite during its regular business hours by any interested holder of Shares or representative of any such interested holder who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration.

(a) Source of Funds. The information in the Offer to Purchase under the captions "Summary Term Sheet," "Special Factors—Section 6—The Merger Agreement; Other Agreements," "Special Factors—Section 9—Certain Relationships between Oracle, Parent and Purchaser and NetSuite" and "The Tender Offer—Section 9—Source and Amount of Funds" is incorporated herein by reference.

(b) Conditions. Not applicable.

(c) Expenses. The information in the Offer to Purchase under the caption "The Tender Offer—Section 18—Fees and Expenses" is incorporated herein by reference.

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information in the Schedule 14D-9 under the captions "Item 3. Past Contacts, Transactions, Negotiations and Agreements" and "Item 4. The Solicitation or Recommendation" is incorporated herein by reference.

(b) Securities Transactions. Other than as set forth below, no transactions with respect to the Shares have been effected by NetSuite or, to the knowledge of NetSuite after making reasonable inquiry, by any of its executive officers, directors, affiliates or subsidiaries during the 60 days prior to the date of this Schedule 13E-3.

The information in the Schedule 14D-9 under the caption "Item 6—Interest in Securities of the Subject Company" is incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction. The information in the Schedule 14D-9 under the captions "Item 3. Past Contacts, Transactions, Negotiations and Agreements" and "Item 4. The Solicitation or Recommendation," and in the Offer to Purchase under the captions "Summary Term Sheet," "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with NetSuite," "Special Factors—Section 6—The Merger Agreement; Other Agreements" and "Special Factors—Section 8—Transactions and Arrangements Concerning the Shares," is incorporated herein by reference.

(e) Recommendations of Others. The information in the Schedule 14D-9 under the captions "Item 3. Past Contacts, Transactions, Negotiations and Agreements," and "Item 4. The Solicitation or Recommendation," and in the Offer to Purchase under the captions "Summary Term Sheet," "Special Factors—Section 1—Background of the Offer; Past Contacts or Negotiations with NetSuite," "Special Factors—Section 6—The Merger Agreement; Other Agreements" and "Special Factors—Section 8—Transactions and Arrangements Concerning Shares," is incorporated herein by reference.

Item 13. Financial Statements.

(a) Financial Information.

(1) NetSuite's Consolidated Financial Statements in NetSuite's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including the notes thereto, are incorporated by reference herein.

(2) NetSuite's unaudited interim Consolidated Financial Statements for Quarterly Report on Form 10-Q for the period ended June 30, 2016, including the notes thereto, are incorporated by reference herein.

(3)

RATIO OF EARNINGS TO FIXED CHARGES

	Year Ended December 31,						Six months ended June 30,			Three months ended June 30,

	2014			2015			2016			2016
Pre-tax income from continuing operations	$	(97,871,539	)	$	(130,361,510	)	$	(65,302,852	)	$	(36,750,642	)
Add:
Fixed charges		14,971,333			15,554,184			8,102,284			4,083,360

Earnings (losses)	$	(82,900,205	)	$	(114,807,327	)	$	(57,200,568	)	$	(32,667,282	)



Fixed charges:
Interest expensed and capitalized	$	1,399,549		$	1,135,282		$	583,143		$	287,355
Amortized premiums, discounts and capitalized expenses related to indebtedness		12,909,910			13,538,799			6,964,112			3,509,414
Estimate of interest within rental expense		661,874			880,103			555,029			286,591

Total fixed charges	$	14,971,333		$	15,554,184		$	8,102,284		$	4,083,360



Ratio of earnings to fixed charges⁽¹⁾		–5.54			–7.38			–7.06			–8.00

⁽¹⁾: Ratio of earnings to fixed charges is computed by dividing Earnings (losses) by Total fixed charges.

(4) The book value per share as of the date of the most recent balance sheet presented is $3.88.

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information in the Offer to Purchase under the caption "The Tender Offer—Section 18—Fees and Expenses" is incorporated by reference herein.

(b) Employees and Corporate Assets. None.

Item 15. Additional Information.

(b)-(c) Other Material Information. The information in the Schedule 14D-9 under the caption "Item 8. Additional Information" is incorporated herein by reference. The information contained in the Exhibits referred to in Item 16 is incorporated herein by reference.

Item 16. Exhibits.


	(a)(1)(A)		Offer to Purchase, dated August 18, 2016 (incorporated herein by reference to Exhibit (a)(1)(A) of the Schedule TO filed with the Securities and Exchange Commission (the "SEC") by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) (incorporated herein by reference to Exhibit (a)(1)(B) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).


	(a)(1)(C)		Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit (a)(1)(C) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(1)(D) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(1)(E) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(F)		Summary Advertisement as published in the Wall Street Journal (incorporated herein by reference to Exhibit (a)(1)(F) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(2)		Schedule 14D-9 (incorporated herein by reference to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(a)(5)(A)		Press Release issued by NetSuite Inc. on July 28, 2016 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on August 1, 2016).
	(a)(5)(B)		Press Release issued by Oracle Corporation on July 28, 2016 (incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(5)(C)		FAQ issued by Oracle Corporation on July 28, 2016 (incorporated herein by reference to Exhibit (a)(5)(B) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(5)(D)		Overview and Frequently Asked Questions for External Use issued by NetSuite Inc. on July 28, 2016 (incorporated herein by reference to Exhibit 99.2 to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on July 28, 2016).
	(a)(5)(E)		Letter to Customers issued by NetSuite Inc. on July 29, 2016 (incorporated herein by reference to Exhibit 99.1 to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on July 29, 2016).
	(a)(5)(F)		Frequently Asked Questions by Employees issued by NetSuite Inc. on July 29, 2016 (incorporated herein by reference to Exhibit 99.2 to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on July 29, 2016).
	(a)(5)(G)		Transaction Timing Materials (incorporated herein by reference to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 11, 2016).
	(a)(5)(H)		Letter from T. Rowe Price Associates Inc. to the Board of Directors of NetSuite Inc., dated September 6, 2016 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on September 7, 2016).
	(a)(5)(I)		Press Release issued by Oracle Corporation on September 9, 2016, announcing the extension of the Offer (incorporated herein by reference to Exhibit (a)(5)(C) to Amendment No. 1 to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 9, 2016).


	(a)(5)(J)		Complaint captioned Dennis Palkon, on Behalf of Himself and All Others Similarly Situated v. NetSuite Inc., et al., filed on August 30, 2016, in the United States District Court for the Northern District of California (incorporated herein by reference to Exhibit (a)(5)(D) to Amendment No. 1 to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(b)		None.
	(c)(1)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated February 22, 2016.
	(c)(2)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 6, 2016.
	(c)(3)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 10, 2016.
	(c)(4)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated July 13, 2016.
	(c)(5)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Transactions Committee of the Board of Directors and the Board of Directors of NetSuite Inc., dated July 27, 2016.
	(c)(6)		The information set forth in the Schedule 14D-9 under the caption "Annex A—Opinion of Qatalyst Partners LP" is incorporated herein by reference.
	(c)(7)		Opinion of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 28, 2016 (incorporated herein by reference to Exhibit (c)(7) to the Schedule TO-T/A filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(8)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated April 19, 2016 (incorporated herein by reference to Exhibit (c)(8) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(9)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 20, 2016 (incorporated herein by reference to Exhibit (c)(9) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(10)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 27, 2016 (incorporated herein by reference to Exhibit (c)(10) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(11)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 8, 2016 (incorporated herein by reference to Exhibit (c)(11) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(12)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 14, 2016 (incorporated herein by reference to Exhibit (c)(12) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).


	(c)(13)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 30, 2016 (incorporated herein by reference to Exhibit (c)(13) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(14)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 8, 2016 (incorporated herein by reference to Exhibit (c)(14) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(15)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 25, 2016 (incorporated herein by reference to Exhibit (c)(15) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(e)(1)		Agreement and Plan of Merger, among NetSuite Inc., OC Acquisition LLC, Napa Acquisition Corporation and Oracle Corporation, dated as of July 28, 2016 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on August 1, 2016).
	(e)(2)		Confidentiality Agreement, effective as of May 5, 2016, between NetSuite Inc. and Oracle Corporation, as amended and restated on July 20, 2016 (incorporated herein by reference to Exhibit (e)(2) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(3)		Exclusivity Agreement, dated as of July 15, 2016, between the Transactions Committee, on behalf of NetSuite Inc. and the Special Committee, on behalf of Oracle Corporation (incorporated herein by reference to Exhibit (e)(3) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(4)		Form of Tender and Support Agreement among OC Acquisition LLC, Napa Acquisition Corporation and the stockholder party thereto (incorporated herein by reference to Exhibit (e)(4) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(5)		Tender and Support Agreement, dated as of July 28, 2016, among OC Acquisition LLC, Napa Acquisition Corporation and NetSuite Restricted Holdings LLC (incorporated herein by reference to Exhibit (e) (5) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(6)		Amended and Restated Certificate of Incorporation of the NetSuite Inc. (incorporated herein by reference to Exhibit 3.2 to the Form S-1 filed with the SEC by NetSuite Inc. on July 2, 2007 (Registration No. 333-144257)).
	(e)(7)		Amended and Restated Bylaws of NetSuite Inc. (incorporated herein by reference to Exhibit 3.14 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on March 21, 2014).
	(e)(8)		NetSuite Inc. 1999 Stock Plan and forms of agreements thereunder (incorporated herein by reference to Exhibit 10.2 to the Form S-1 filed with the SEC by NetSuite Inc. on July 2, 2007 (Registration No. 333-144257)).


	(e)(9)		NetSuite Inc. 2007 Equity Incentive Plan and forms of agreements thereunder (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on August 13, 2008 (File No. 001-33870) and Exhibits 10.1 to 10.3 to the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on May 7, 2012).
	(e)(10)		2008 Executive Bonus Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on May 1, 2008 (File No. 001-33870)).
	(e)(11)		2015 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed with the SEC by NetSuite Inc. on October 15, 2015).
	(e)(12)		NetSuite Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Schedule 14A filed with the SEC by NetSuite Inc. on April 29, 2016).
	(e)(13)		Severance and Change of Control Agreement by and between the NetSuite Inc. and Zachary Nelson, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009).
	(e)(14)		Severance and Change of Control Agreement by and between the NetSuite Inc. and Evan M. Goldberg, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009 (File No. 001-33870)).
	(e)(15)		Severance and Change of Control Agreement by and between the NetSuite Inc. and James McGeever, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009 (File No. 001-33870)).
	(e)(16)		Severance and Change of Control Agreement by and between the NetSuite and Douglas P. Solomon, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009 (File No. 001-33870)).
	(e)(17)		Severance and Change of Control Agreement by and between NetSuite Inc. and Marc Huffman, effective May 1, 2014 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on May 6, 2014).
	(e)(18)		Form of Severance Agreement Waiver between NetSuite Inc. and the employees party thereto (incorporated herein by reference to Exhibit (e)(18) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(19)		Form of Indemnification Agreement between NetSuite Inc. and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the Form S-1 Registration filed with the SEC by NetSuite Inc. on July 2, 2007 (Registration No. 333-144257)).
	(e)(20)		Offer Letter Agreement by and between NetSuite Inc. and Zachary Nelson, effective July 1, 2007 (incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 to the Form S-1 filed with the SEC by NetSuite Inc. on October 30, 2007 (Registration No. 333-144257)).


	(e)(21)		Offer Letter Agreement by and between NetSuite Inc. and Evan M. Goldberg, effective July 1, 2007 (incorporated herein by reference to Exhibit 10.7 to Amendment No. 1 to the Form S-1 filed with the SEC by NetSuite Inc. on October 30, 2007 (Registration No. 333-144257)).
	(e)(22)		Offer Letter Agreement by and between NetSuite Inc. and James McGeever, effective March 2, 2011 (incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 3, 2011 (File No. 001-33870)).
	(e)(23)		Letter Agreement by and between Marc Huffman and NetSuite Inc. effective May 1, 2014 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on May 6, 2014).
	(f)		The information set forth in the Schedule 14D-9 under the captions "Item 8. Additional Information—Appraisal Rights" and "Annex B—Section 262 of the Delaware General Corporation Law" is incorporated herein by reference.
	(g)		None.
	(h)		None.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

EXHIBIT INDEX


	(a)(1)(A)		Offer to Purchase, dated August 18, 2016 (incorporated herein by reference to Exhibit (a)(1)(A) of the Schedule TO filed with the Securities and Exchange Commission (the "SEC") by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) (incorporated herein by reference to Exhibit (a)(1)(B) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(C)		Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit (a)(1)(C) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(1)(D) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(1)(E) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(1)(F)		Summary Advertisement as published in the Wall Street Journal (incorporated herein by reference to Exhibit (a)(1)(F) of the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(2)		Schedule 14D-9 (incorporated herein by reference to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(a)(5)(A)		Press Release issued by NetSuite Inc. on July 28, 2016 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on August 1, 2016).
	(a)(5)(B)		Press Release issued by Oracle Corporation on July 28, 2016 (incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(5)(C)		FAQ issued by Oracle Corporation on July 28, 2016 (incorporated herein by reference to Exhibit (a)(5)(B) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(a)(5)(D)		Overview and Frequently Asked Questions for External Use issued by NetSuite Inc. on July 28, 2016 (incorporated herein by reference to Exhibit 99.2 to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on July 28, 2016).
	(a)(5)(E)		Letter to Customers issued by NetSuite Inc. on July 29, 2016 (incorporated herein by reference to Exhibit 99.1 to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on July 29, 2016).
	(a)(5)(F)		Frequently Asked Questions by Employees issued by NetSuite Inc. on July 29, 2016 (incorporated herein by reference to Exhibit 99.2 to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on July 29, 2016).


	(a)(5)(G)		Transaction Timing Materials (incorporated herein by reference to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 11, 2016).
	(a)(5)(H)		Letter from T. Rowe Price Associates Inc. to the Board of Directors of NetSuite Inc., dated September 6, 2016 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on September 7, 2016).
	(a)(5)(I)		Press Release issued by Oracle Corporation on September 9, 2016, announcing the extension of the Offer (incorporated herein by reference to Exhibit (a)(5)(C) to Amendment No. 1 to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 9, 2016).
	(a)(5)(J)		Complaint captioned Dennis Palkon, on Behalf of Himself and All Others Similarly Situated v. NetSuite Inc., et al., filed on August 30, 2016, in the United States District Court for the Northern District of California (incorporated herein by reference to Exhibit (a)(5)(D) to Amendment No. 1 to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on August 18, 2016).
	(b)		None.
	(c)(1)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated February 22, 2016.
	(c)(2)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 6, 2016.
	(c)(3)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 10, 2016.
	(c)(4)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated July 13, 2016.
	(c)(5)		Discussion materials prepared by Qatalyst Partners LP for discussion with the Transactions Committee of the Board of Directors and the Board of Directors of NetSuite Inc., dated July 27, 2016.
	(c)(6)		The information set forth in the Schedule 14D-9 under the caption "Annex A—Opinion of Qatalyst Partners LP" is incorporated herein by reference.
	(c)(7)		Opinion of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 28, 2016 (incorporated herein by reference to Exhibit (c)(7) to the Schedule TO-T/A filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(8)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated April 19, 2016 (incorporated herein by reference to Exhibit (c)(8) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(9)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 20, 2016 (incorporated herein by reference to Exhibit (c)(9) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(10)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 27, 2016 (incorporated herein by reference to Exhibit (c)(10) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).


	(c)(11)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 8, 2016 (incorporated herein by reference to Exhibit (c)(11) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(12)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 14, 2016 (incorporated herein by reference to Exhibit (c)(12) to the Schedule TO filed with the SEC by Purchaser on September 26, 2016).
	(c)(13)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated June 30, 2016 (incorporated herein by reference to Exhibit (c)(13) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(14)		Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 8, 2016 (incorporated herein by reference to Exhibit (c)(14) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(c)(15)		Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 25, 2016 (incorporated herein by reference to Exhibit (c)(15) to the Schedule TO filed with the SEC by Oracle Corporation, OC Acquisition LLC and Napa Acquisition Corporation on September 27, 2016).
	(e)(1)		Agreement and Plan of Merger, among NetSuite Inc., OC Acquisition LLC, Napa Acquisition Corporation and Oracle Corporation, dated as of July 28, 2016 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on August 1, 2016).
	(e)(2)		Confidentiality Agreement, effective as of May 5, 2016, between NetSuite Inc. and Oracle Corporation, as amended and restated on July 20, 2016 (incorporated herein by reference to Exhibit (e)(2) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(3)		Exclusivity Agreement, dated as of July 15, 2016, between the Transactions Committee, on behalf of NetSuite Inc. and the Special Committee, on behalf of Oracle Corporation (incorporated herein by reference to Exhibit (e)(3) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(4)		Form of Tender and Support Agreement among OC Acquisition LLC, Napa Acquisition Corporation and the stockholder party thereto (incorporated herein by reference to Exhibit (e)(4) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(5)		Tender and Support Agreement, dated as of July 28, 2016, among OC Acquisition LLC, Napa Acquisition Corporation and NetSuite Restricted Holdings LLC (incorporated herein by reference to Exhibit (e) (5) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(6)		Amended and Restated Certificate of Incorporation of the NetSuite Inc. (incorporated herein by reference to Exhibit 3.2 to the Form S-1 filed with the SEC by NetSuite Inc. on July 2, 2007 (Registration No. 333-144257)).


	(e)(7)		Amended and Restated Bylaws of NetSuite Inc. (incorporated by herein reference to Exhibit 3.14 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on March 21, 2014).
	(e)(8)		NetSuite Inc. 1999 Stock Plan and forms of agreements thereunder (incorporated herein by reference to Exhibit 10.2 to the Form S-1 filed with the SEC by NetSuite Inc. on July 2, 2007 (Registration No. 333-144257)).
	(e)(9)		NetSuite Inc. 2007 Equity Incentive Plan and forms of agreements thereunder (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on August 13, 2008 (File No. 001-33870) and Exhibits 10.1 to 10.3 to the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on May 7, 2012).
	(e)(10)		2008 Executive Bonus Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by NetSuite Inc. on May 1, 2008 (File No. 001-33870)).
	(e)(11)		2015 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed with the SEC by NetSuite Inc. on October 15, 2015).
	(e)(12)		NetSuite Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Schedule 14A filed with the SEC by NetSuite Inc. on April 29, 2016).
	(e)(13)		Severance and Change of Control Agreement by and between the NetSuite Inc. and Zachary Nelson, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009).
	(e)(14)		Severance and Change of Control Agreement by and between the NetSuite Inc. and Evan M. Goldberg, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009 (File No. 001-33870)).
	(e)(15)		Severance and Change of Control Agreement by and between the NetSuite Inc. and James McGeever, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009 (File No. 001-33870)).
	(e)(16)		Severance and Change of Control Agreement by and between the NetSuite and Douglas P. Solomon, effective December 24, 2008 (incorporated herein by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 13, 2009 (File No. 001-33870)).
	(e)(17)		Severance and Change of Control Agreement by and between NetSuite Inc. and Marc Huffman, effective May 1, 2014 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on May 6, 2014).
	(e)(18)		Form of Severance Agreement Waiver between NetSuite Inc. and the employees party thereto (incorporated herein by reference to Exhibit (e)(18) to the Schedule 14D-9 filed with the SEC by NetSuite Inc. on August 18, 2016).
	(e)(19)		Form of Indemnification Agreement between NetSuite Inc. and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the Form S-1 Registration filed with the SEC by NetSuite Inc. on July 2, 2007 (Registration No. 333-144257)).


	(e)(20)		Offer Letter Agreement by and between NetSuite Inc. and Zachary Nelson, effective July 1, 2007 (incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 to the Form S-1 filed with the SEC by NetSuite Inc. on October 30, 2007 (Registration No. 333-144257)).
	(e)(21)		Offer Letter Agreement by and between NetSuite Inc. and Evan M. Goldberg, effective July 1, 2007 (incorporated herein by reference to Exhibit 10.7 to Amendment No. 1 to the Form S-1 filed with the SEC by NetSuite Inc. on October 30, 2007 (Registration No. 333-144257)).
	(e)(22)		Offer Letter Agreement by and between NetSuite Inc. and James McGeever, effective March 2, 2011 (incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC by NetSuite Inc. on March 3, 2011 (File No. 001-33870)).
	(e)(23)		Letter Agreement by and between Marc Huffman and NetSuite Inc. effective May 1, 2014 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC by NetSuite Inc. on May 6, 2014).
	(f)		The information set forth in the Schedule 14D-9 under the captions "Item 8. Additional Information—Appraisal Rights" and "Annex B—Section 262 of the Delaware General Corporation Law" is incorporated herein by reference.
	(g)		None.
	(h)		None.

Annex A

Business and Background of NetSuite's Directors and Executive Officers

The name, current principal occupation or employment and five-year employment history of each of the directors and officers of NetSuite are set forth below. Each director and officer listed below is a U.S. citizen with a principal business address of 2955 Campus Drive, Suite 100, San Mateo, CA 94403.

William Beane III, age 54, has been a member of our board of directors since January 2007. Mr. Beane has served as Vice President and General Manager of the Oakland Athletics, a Major League Baseball® team since October 1997, and has been a minority owner of the team since April 2005. He attended the University of California, San Diego. As the general manager of a Major League Baseball team, Mr. Beane brings valuable leadership and business management experience to the board, particularly in talent management and performance and metrics-based management. With the Oakland Athletics, Mr. Beane has used his strategic vision to apply a statistical, quantitative-based approach to help build competitive teams in a more fiscally disciplined manner. Under his leadership, the Oakland Athletics have been widely and consistently regarded as one of the most successful fiscally disciplined teams in Major League Baseball.

Deborah Farrington, age 65, has been a member of our board of directors since May 2000. Since May 1998, Ms. Farrington has served as a General Partner of StarVest Partners, L.P., a venture capital firm, and, since April 2006, has served as President of StarVest Management, Inc., a management company. Ms. Farrington also is a member of the board of directors and serves as the chair of the compensation committee of Collectors Universe, Inc., a company that grades and authenticates collectible assets. She holds an A.B. from Smith College and an M.B.A. from Harvard Business School. Ms. Farrington has spent over thirty years in the financial services industry, including over twenty years of private equity investing and, prior to that, eleven years of investment banking. Ms. Farrington brings valuable financial, business and management experience to the board. In particular, Ms. Farrington has over fifteen years of experience investing in and working with business services companies, especially Software-as-a-Service ("SaaS") companies. Ms. Farrington has over a decade of board experience at NetSuite and has extensive experience with other business services companies. This experience uniquely qualifies Ms. Farrington to provide the board with an important perspective on the operations of, and issues facing, our company and SaaS companies generally. Ms. Farrington also holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, a director education and credentialing organization.

James McGeever, age 49, has served as our Chief Operating Officer since July 1, 2010, and has been President and a member of our board of directors since August 2015. Mr. McGeever served as our Chief Financial Officer from June 2000 until July 2010 and as our Director of Finance from January 2000 to June 2000. Prior to joining us, Mr. McGeever was the controller of Clontech Laboratories, Inc., a privately held biotechnology company from 1998 to 2000 and the corporate controller at Photon Dynamics, Inc., a capital equipment maker from 1994 to 1998. Mr. McGeever holds a B.Sc. from the London School of Economics. Mr. McGeever has qualified as a chartered accountant in the United Kingdom. Mr. McGeever has over twenty years of experience working in the technology sector and over fifteen years of experience at NetSuite helping to build and grow our business from its early stages. Mr. McGeever brings his leadership and extensive business, operating, and financial expertise to the board of directors. As our President, Mr. McGeever oversees all customer, vertical, product and human resource activities, and his involvement on the board of directors creates a critical link between the management and the board of directors, enabling the board of directors to perform its oversight function with the benefit of his perspectives on the business and our customer-base.

Edward Zander, age 69, has been a member of our board of directors since June 2009. From January 2004 to January 2008, Mr. Zander served as Chairman and Chief Executive Officer of Motorola, Inc. Prior to joining Motorola, Mr. Zander was a managing director of Silver Lake Partners, a leading

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private equity fund focused on investments in technology industries. Prior to holding that position, Mr. Zander was President and Chief Operating Officer of Sun Microsystems Inc., a leading provider of hardware, software and services for networks, from January 1998 until June 2002. Mr. Zander is a member of the board of directors of Seagate Technology. Mr. Zander also serves on the board of trustees of Rensselaer Polytechnic Institute. He holds a B.S. from Rensselaer Polytechnic Institute and an M.B.A. from Boston University. Mr. Zander has over two decades of senior management experience in the technology sector. Mr. Zander's experience as the Chief Executive Officer, and as President and Chief Operating Officer, of two of the leading technology corporations in the U.S., brings valuable leadership, strategic, management, and operational experience in technology businesses to our board. In addition, Mr. Zander's deep experience in a variety of technology businesses, including his work as a managing director of Silver Lake Partners and ongoing board service at two other technology companies, provides Mr. Zander with the background and insight to contribute significantly to the strategic and operational issues that NetSuite may encounter.

Zachary Nelson, age 55, has been a member of our board of directors since July 2002 and has served as our Chief Executive Officer since August 2015. Prior to that, Mr. Nelson served as our President and Chief Executive Officer from January 2003 to August 2015. Prior to that, Mr. Nelson served as our President and Chief Operating Officer from July 2002 to January 2003. From March 1996 to October 2001, Mr. Nelson was employed by Network Associates, Inc. (now Intel Corporation), an enterprise security software company. While at Network Associates, Mr. Nelson held various positions, including Chief Strategy Officer of Network Associates and President and Chief Executive Officer of MyCIO.com, a subsidiary that provided on-demand software security services. From 1992 to 1996, he held various positions, including Vice President of Worldwide Marketing, at Oracle Corporation, an enterprise software company. He holds B.S. and M.A. degrees from Stanford University. Mr. Nelson has over twenty years of experience working in the technology sector and brings his leadership and extensive business, operating, marketing and industry experience to the board. As our Chief Executive Officer, he also brings his strategic vision for the Company to the board of directors and creates a critical link between the management and the board of directors, enabling the board to perform its oversight function with the benefits of management's perspectives on the business.

Kevin Thompson, age 51, has been a member of our board of directors since September 2006. Since July 2006, Mr. Thompson has been employed by SolarWinds, Inc., a network management software company, and currently serves as its President and Chief Executive Officer and serves on its board of directors. In addition to his current role as President and Chief Executive Officer, Mr. Thompson previously held various positions at SolarWinds, including, Chief Operating Officer, Chief Financial Officer and Treasurer. From September 2004 until November 2005, Mr. Thompson was Senior Vice President and Chief Financial Officer at SAS Institute Inc., a business intelligence software company. From October 2000 until August 2004, Mr. Thompson served as Executive Vice President and Chief Financial Officer of Red Hat Inc., an enterprise software company. He holds a B.B.A. from the University of Oklahoma. Mr. Thompson has over a decade of experience in the software industry. As the President and Chief Executive Officer of a large and fast-growth software company that was public from 2009 until 2016, Mr. Thompson brings deep leadership and operational experience to our board. In addition, Mr. Thompson's strong financial background, including his work as the chief financial officer at two different publicly-traded software companies and one of the world's largest privately-held software company (pre-packaged software), provides financial expertise to the board, including an understanding of financial statements, corporate finance and accounting.

Evan Goldberg, age 50, co-founded our company and has been a member of our board of directors since October 1998 and Chairman of our board and Chief Technology Officer since January 2003. From October 1998 through January 2003, Mr. Goldberg held various positions with us, including President and Chief Executive Officer and Chief Technology Officer. Prior to joining us, Mr. Goldberg founded mBed Software, Inc., a software company focused on multimedia tools for website developers, where he

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served as Chief Executive Officer from November 1995 to September 1998. From August 1987 to November 1995, Mr. Goldberg held various positions in the product development group at Oracle Corporation, including Vice President of Development in the New Media Division. He holds a B.A. from Harvard College. As the co-founder of NetSuite, and having nearly eighteen years of experience as a key executive officer and member of our board of directors, Mr. Goldberg has in-depth knowledge of the Company, its products, operations and strategy. Based upon this experience and knowledge, Mr. Goldberg can provide the board with unique insights into the Company's challenges, opportunities and operations. Mr. Goldberg's eight years of experience in the product development group at Oracle and his experience as founder and CEO of mBed Software, Inc., bring deep software development and product expertise to our board.

Steven J. Gomo, age 64, has been a member of our board of directors since March 2012. From August 2002 until December 2011, Mr. Gomo was employed by NetApp, Inc. and has served as its Executive Vice President of Finance and Chief Financial Officer since 2004. Prior to joining NetApp, Inc., he served as Chief Financial Officer for Gemplus International S.A., headquartered in Luxembourg, from November 2000 to April 2002 and as Chief Financial Officer of Silicon Graphics, Inc., from February 1998 to August 2000. Prior to February 1998, he worked at Hewlett-Packard Company for twenty-four years in various positions, including financial management, corporate finance, general management, and manufacturing. Mr. Gomo currently serves on the board of directors of SanDisk Corporation, and Enphase Energy. Mr. Gomo holds an M.B.A. degree from Santa Clara University and a B.S. degree in business administration from Oregon State University. Mr. Gomo has over fourteen years of experience as a chief financial officer at publicly traded companies and over thirty-four years working in the high technology industry bringing strong financial and operational experience to the board. Mr. Gomo has extensive operational experience scaling rapidly growing companies. In addition, Mr. Gomo's strong financial background provides financial expertise to the board, including an understanding of financial statements, corporate finance and accounting.

Catherine R. Kinney, age 64, has been a member of our board of directors since March 2009. From 2008 through March 2009, Ms. Kinney served as Group Executive Vice President and Head of Global Listings at NYSE Euronext, where she was responsible for overseeing the company's global listing program, marketing and branding. From 2002 to 2008, Ms. Kinney served as President and Co-Chief Operating Officer of the New York Stock Exchange. Ms. Kinney served in the Paris, France office of the NYSE Euronext from July 2007 until 2009. Ms. Kinney serves on the board of directors and is a member of the finance and risk committee and audit committee of MetLife, Inc. Ms. Kinney also serves on the board of directors and is chair of the nominating and governance committee of MSCI, Inc., and she serves on the board of directors, the compensation committee and chairs the nominating and governance committee of QTS Realty Trust, Inc. She holds a B.A. from Iona College and completed the Advanced Management Program at Harvard Business School. Ms. Kinney has received honorary degrees from Georgetown University, Fordham University and Rosemont College. Ms. Kinney's experience as a senior executive and Chief Operating Officer of a multinational regulated entity and her key role transforming the New York Stock Exchange to a global publicly-traded company demonstrates a knowledge of, and experience with, issues of corporate development and transformation. In addition, Ms. Kinney's experience in developing and establishing the NYSE corporate governance standards for listed companies provides the board with unique corporate governance expertise to assist the board in establishing and maintaining an effective corporate governance program.

Ronald Gill, age 50, has served as Chief Financial Officer since July 2010. Prior to that, Mr. Gill served as Senior Vice President, Finance from August 2007 to July 2010. Prior to joining our company in August 2007, Mr. Gill was Vice President, Finance at Hyperion Solutions Corporation, a provider of performance management software from August 2006 until July 2007. Hyperion Solutions Corporation was acquired by Oracle Corporation in April 2007. From 2004 until May 2006, Mr. Gill was the Chief

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Controller, Product and Technology Group at SAP. Mr. Gill holds a B.A. from Baylor University and a Master of International Business Studies degree from the University of South Carolina. Mr. Gill serves on the Board of Directors of HubSpot, Inc., a cloud-based marketing and sales software platform provider.

Douglas P. Solomon, age 49, has served as our Senior Vice President, General Counsel and Secretary since July 2008. Mr. Solomon served as our Vice President, Legal & Corporate Affairs from November 2006 to July 2008 and has been our Secretary since January 2007. Prior to joining us, Mr. Solomon served in senior legal and management roles at Unwired Planet (formerly Openwave Systems Inc.), a software company, from April 2000 through March 2006, including Vice President, Legal & Corporate Affairs. He holds a B.A. from the University of Michigan and a J.D. from Harvard Law School.

Marc Huffman, age 46, has served as our President, Worldwide Sales and Distribution since April 2014. Prior to that, Mr. Huffman served as our Senior Vice President of North American Verticals, Channels and APAC from 2010 to April 2014. From 2008 to 2010, Mr. Huffman served as our Senior Vice President of Sales, North America. From December 2003 to 2008, Mr. Huffman served as our Vice President of Sales. Prior to joining us, Mr. Huffman served as a director of sales responsible for Canada and the central U.S. at Oracle Corp. Mr. Huffman holds a B.S. from California State University, Chico.

Mike Forman, age 45, was promoted to the role of Senior Vice President, Global Controller and appointed as the our principal accounting officer in March 2016. From July 2010 to March 2016, Mr. Forman served as the our Vice President, Finance and Corporate Controller. Mr. Forman holds a B.B.A. from the University of Michigan.

A-4

QuickLinks

Explanatory Note

Item 1. Summary Term Sheet.

Item 2. Subject Company Information.

Item 3. Identity and Background of Filing Person.

Item 4. Terms of the Transaction.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 7. Purposes, Alternatives, Reasons and Effects.

Item 8. Fairness of the Transaction.

Item 9. Reports, Opinions, Appraisals and Negotiations.

Item 10. Source and Amounts of Funds or Other Consideration.

Item 11. Interest in Securities of the Subject Company.

Item 12. The Solicitation or Recommendation.

Item 13. Financial Statements.

RATIO OF EARNINGS TO FIXED CHARGES

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Item 15. Additional Information.

Item 16. Exhibits.

SIGNATURES
EXHIBIT INDEX

Annex A

Business and Background of NetSuite's Directors and Executive Officers

Exhibit (c)(1)

Project Warriors Materials for Discussion DRAFT Preliminary | Subject to Further Review and Evaluation February 22, 2016

Agenda 2 CONFIDENTIAL | DRAFT •Curry Trading and Financial Summary •Illustrative Preliminary Curry Valuation Analyses •Detail on Potential Partners •Appendices -Additional Detail on Curry -Price and Multiple Evolution of Selected Companies -Additional Financial Information -Illustrative Cost of Capital Calculation

Curry Trading and Financial Summary

Curry Long-Term Trading Performance December 20, 2007 (Since IPO) to February 19, 2016 NTM Rev Mult. Price $140.00 2010 2011 2012 2013 2014 2015 2016YTD $27.11 47.73 67.30 111.56 119.63 107.87 82.38 $12.13 25.34 38.51 65.94 71.42 79.28 53.11 $17.44 33.92 52.62 89.16 93.48 92.72 67.31 8.0x 11.8 13.5 18.2 17.2 12.5 7.5 3.7x 6.7 9.2 11.8 9.4 7.2 4.5 5.3x 9.1 11.4 15.0 12.2 9.4 5.9 17.5x $120.00 15.0x $100.00 12.5x $80.00 10.0x Price: $56.25 $60.00 7.5x NTM Rev Mult: 4.8x $40.00 5.0x $20.00 2.5x $0.00 0.0x Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Source: CapitalIQ. 4 CONFIDENTIAL | DRAFT Current $56.25 4.8x Curry Trading Overview Price NTM Rev Mult High Low Average High Low Average

Curry Short-Term Trading Performance January 2, 2015 to February 19, 2016 ev Mult. Price $110.00 13.0x Price Reaction: (8%) Price Reaction: +8% January 28, 2016: $100.00 11.5x $206M vs. guided revenue of $90.00 10.0x $80.00 8.5x $70.00 7.0x Price Reaction: (5%) Price: $56.25 $60.00 5.5x NTM Rev Mult: 4.8x $50.00 4.0x Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Source: CapitalIQ. 5 CONFIDENTIAL | DRAFT January 29, 2015: Announced Q4’14 July 23, 2015: Revenue of $158M vs. Announced Q2’15 Revenue of guided revenue of $154M - $177M vs. guided revenue of October 22, 2015: Announced Q3’15 Revenue of NTM R $156M vs. street$170M - $172M vs. street $193M vs. guided revenue of $192M - $194M vs. street expectations of $193M. Price Reaction: (7%) expectations of $155Mexpectations of $172M. Announced Q4’15 Revenue of $202M - 205M vs. street expectations of $205M. Price Reaction: +6% April 23, 2015: Announced Q1’15 Revenue of $165M vs. guided revenue of $160M - $162M vs. street expectations of $162M. Announced acquisition of Bronto Software for $200M.

Relative Trading Performance Source: Capital IQ. Current prices as of February 19, 2016. 6 (1) Curry price indexed to first trading day closing price of $35.50. CONFIDENTIAL | DRAFT +81% NOW ULTI +409% ULTI +65% CRM +45% +282% CRM +45% Nasdaq +19% DWRE WDAY +8% Nasdaq +71% LNKD +1% (14%) CSOD Curry +58% (18%) Curry (8%) Nasdaq ULTI +443% (13%) ULTI CRM (19%) +243% Curry CSOD (23%) (27%) WDAY (32%) Curry +232% CRM NOW (35%) DWRE (37%) Nasdaq +95% (49%) LNKD Since 2013 (January 2, 2013) Since 2016 (January 4, 2016) Since 2010 (January 4, 2010) Since Curry IPO (December 20, 2007)(1)

Performance vs. Expectations Actual vs. Guidance Actual vs. Guidance ($0.2) $0.9 $2.7 ($1.7) ($1.1) $0.5 ($4.8) ($3.5) ($MM) 1% (1%) 1% (1%) 1% (1%) 2% 2% Performance Source: ThomsonOne and Company filings. 7 CONFIDENTIAL | DRAFT Non-GAAP EPS Revenue ($MM) $0.02 $120.9 $0.02 $120.0 $0.06 $123.0 $0.03 $131.9 $0.03 $131.0 $0.06 $131.8 $0.04 $141.6 $0.04 $141.0 $0.11 $143.7 $0.10 $155.4 $0.09 $155.0 $0.10 $157.9 $0.05 $161.5 $0.05 $161.0 $0.11 $164.8 $0.02 $172.2 $0.04 $171.0 $0.02 $177.3 Legend $0.02 $193.4 $0.02 $193.0 $0.03 $192.8 $0.04 $204.6 $0.04 $203.5 $0.05 $206.2 Curry Price4%(4%)11%(8%)(5%)8%(7%)6% Reaction NASDAQ Guidance vs. Expectations Revenue Non-GAAP($0.02)($0.05)($0.01)($0.04)($0.03)($0.02)($0.02)($0.06) EPS 25% $0.01 100% $0.02 11% $0.01 120% $0.06 214% $0.08 151% $0.04 280% $0.04 (43%) ($0.02) 1% $2.7 (0%) ($0.2) 2% $2.9 2% $3.8 2% $2.7 1% $0.8 2% $3.0 4% $6.3 Q4’15 Q2’15 Q1’15 Q3’15 Q4’14 Q2’14 Q1’14 Q3’14 CY2015 CY2014 Consensus Estimates Guidance (Based on midpoint of range) Actuals

Summary Forecast of Preliminary Curry Management ($MM, except for per share prices) Calendar Year '15A - '21E 210 268 327 390 468 561 25% 421 524 643 797 982 1,185 23% 608 769 951 1,183 1,468 1,791 24% 4% 4% 6% 9% 11% 13% 82 84 86 89 91 94 14% 14% 16% 19% 21% 23% 50% 88 109 177 270 401 564 Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. Source: Based on Curry Management as of February 2016. 8 CONFIDENTIAL | DRAFT Annual Financials 2014A2015A2016E 2017E 2018E 2019E 2020E2021E CAGR Recurring $448$593 Non-Recurring 109148 Revenue $556$741 $751$949$1,206$1,539$1,957$2,46227% $960$1,218$1,533$1,929$2,425 $3,023 26% % Growth 34%33% 30%27%26%26%26%25% Non-GAAP Gross Profit398521 % Margin 72%70% Research and Development 78103 Sales and Marketing 252343 General and Administrative 3953 Total Operating Expenses 369499 % of Revenue66%67% Non-GAAP Operating Income 2922 6518301,062 1,369 1,754 2,20527% 68%68%69%71%72%73% 12516520726032740826% 627910012615919825% 63%63%62%61%61%59% 446111118528541463% % Margin 5%3% 5%5%7%10%12%14% Non-GAAP Net Income 2918 % Margin 5%2% Non-GAAP EPS $0.32 $0.22 % Growth 23%(31%) Average Shares 78 80 37529917026739167% $0.45 $0.62 $1.15$1.92$2.93 $4.18 63% 101%39%85%68%52%43% Memo: Cash Flow from Operations $75$100 % Margin 13%14% Capital Expenditures (24)(50) Levered Free Cash Flow 5150 $138$169$249$361$514$70338% (50)(60)(72)(91)(112)(139) % Margin 9%7% 9%9%12%14%17%19% Revenue Mix: Recurring 80%80% Non-Recurring 20%20% 78%78%79%80%81%81% 22%22%21%20%19%19% Operating Expense - % of Revenue: Research and Development 14% 14% Sales and Marketing 45% 46% General and Administrative 7% 7% 13%14%13%13%13%13% 44%43%42%41%41%39% 6%7%7%7%7%7% Summary of Assumptions • Bookings growth drives revenue – model assumes that bookings growth decreases in the projection period (25% in CY2016E down to 22% in terminal year) • Slight increase in recurring bookings as a percentage of total bookings from 52% up to 58% • Improvements in both recurring (85.4% to 86.7%) and non-recurring (4.8% to 12.5%) gross margins during the projection period • Slight improvement in sales productivity over the projection period ($0.88 in CY2016E down to $0.85 in terminal year) • Other operating expense line-items largely held flat as a percentage of revenue

Comparison ofCurry Street and Preliminary Curry Management Forecast Actuals Forecast Actuals Forecast Actuals Forecast $4.18 Historical 2012A – 2015A CAGR: 34% Historical 2012A – 2015A CAGR: (5%) $3,023 S R: 27% S R: 53% $2,425 Management 2015A – 2021E CAGR: 26% Management 2015A – 2021E CAGR: 63% $0.45 $0.43 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Actuals Forecast Forecast Actuals Forecast Actuals $564 Historical 2012A – 2015A CAGR: (1%) Historical 2012A – 2015A CAGR: 6% S R: 50% S R: 43% Management 2015A – 2021E CAGR: 63% Management 2015A – 2021E CAGR: 50% $401 $119 $147 $41 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. 9 (1) (2) Based on mean consensus analyst research estimates as of February 19, 2016. CONFIDENTIAL | DRAFT Based on Curry Management as of February 2016. Legend treet 2015A – 2018E CAG $42 $42 $51 $50 $270 $177 $88 $85 $109 treet 2015A – 2018E CAG $22 $24 $29 $22 $414 $285 $185 $111 $44 $67 $61 $74 7% 6% 5% 3% 14% 12% 10% 7% 6% 5% 4% 5% 5% Non-GAAP Operating Margin (%) Non-GAAP Operating Profit ($MM) Levered Free Cash Flow ($MM) treet 2015A – 2018E CAG $0.26 $0.26 $0.32 $0.22 $2.93 $1.92 $1.15 $0.69 $0.62 $0.79 treet 2015A – 2018E CAG $741 $556 $309 $415 $1,929 $1,533 $1,221 $962$1,511 $1,218 $960 34% 34% 33% 31% 30% 30% 27% 26% 26% 26% 25% 27% 24% Revenue Growth (%) Non-GAAP Earnings Per Share ($) Revenue ($MM) Historical Street (1) Curry Management (2)

Comparison ofCurry Street and Preliminary Curry Management Forecast (CONTINUED) ($MM, except per share amounts) 2016E Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. Numbers may not add due to rounding. (1) Based on mean consensus analyst research estimates as of February 19, 2016. (2) Based on Curry Management as of February 2016. 10 CONFIDENTIAL | DRAFT Q1 Prelim. Street (1) Mgmt (2) Mgmt from Street CY2 Prelim. Street (1) Mgmt (2) 016E Mgmt from Street CY2 Prelim. Street (1) Mgmt (2) 017E Mgmt from Street $ % $ % $ % Revenue$214$216 $21% $962$960 (1)(0%) $1,221$1,218 ($4)(0%) Annual Growth30%31% Non-GAAP Gross Profit150149 Gross Margin70%69% Non-GAAP Operating Income46 Operating Margin2%3% Non-GAAP Net Income34 Net Margin1%2% 108 bps (1)(1%) (122 bps) 246% 79 bps 153% 63 bps 30%30% 675651 70%68% 4144 4%5% 3537 4%4% (20 bps) (23)(3%) (233 bps) 26% 25 bps 14% 15 bps 27%27% 859830 70%68% 6761 6%5% 5952 5%4% (19 bps) (29)(3%) (219 bps) (6)(9%) (46 bps) (6)(11%) (50 bps) Non-GAAP EPS$0.03$0.05 $0.0252% $0.43$0.45 $0.024% $0.69$0.62 ($0.07)(11%) Annual Growth(72%)(58%) WASO 80.9 81.4 Cash Flow from Operations$24$22 % of Revenue11%10% 1,451 bps 0.51% (3)(11%) (137 bps) 93%101% 82.182.0 $138$138 14%14% 796 bps (0)(0%) $00% 6 bps 62%39% 84.484.2 $180$169 15%14% (2,289 bps) (0)(0%) ($11)(6%) (83 bps) Levered Free Cash Flow12--- 8588 33% 119109 (11)(9%) LFCF Margin5%-- 9%9% 32 bps 10%9% (87 bps) Curry Annual Financial Results Curry Quarterly Financial Results Q1 2016E Management Guidance Revenue: $212MM - $214MM Non-GAAP EPS: $0.02 - $0.03 CFO: $22MM - $24MM 2016E Management Guidance Revenue: $950MM - $970MM Non-GAAP EPS: $0.40 - $0.45 CFO: $135MM - $140MM

Summary of Selected Analyst Estimates ($MM, except per share amounts) 01/30/16 FBN Buy 90.00 DCF DCF 01/29/16 Barclays Hold 97.00 6.0x CY17E Revenue 01/29/16 DA Davidson (1) Buy 130.00 8.3x CY17E Revenue / DCF 2 01/29/16 FBR Buy 90.00 7.0x CY16E Revenue 01/29/16 JP Morgan Buy 89.00 7.5x CY16E Revenue 01/29/16 Morgan Stanley Sell 71.00 26.0x Discounted CY21E LFCF Price Targets 01/29/16 Nomura Hold 95.00 DCF 01/29/16 Raymond James Sell - - 01/29/16 SIG Hold 70.00 6.0x CY16E Revenue 01/29/16 Stifel Hold - - 01/29/16 William Blair Buy - - 01/28/16 Canaccord Hold 100.00 6.6x CY17E Revenue / 61.0x CY17E LFCF 01/28/16 Mizuho Hold 67.00 4.0x CY17E Billings Note: Statistics exclude stock-based compensation expense and amortization of intangibles. (1) DA Davidson price target based on 12-18 month price target. 11 CONFIDENTIAL | DRAFT (2) Brokers using multiple valuation methodologies included multiple times. DA (1) JMP Canaccord Barclays Nomura FBN FBR JPM CS MKM DB RBC SunTrust BNP PJ MS BAML SIG Stephens Mizuho Benchmark $130.00 $100.00 $100.00 $97.00 $95.00 $90.00 $90.00 $89.00 $85.00 $82.00 $80.00 $80.00 $77.00 $75.00 $72.00 $71.00 $70.00 $70.00 $70.00 $67.00 $65.00 01/28/16Pacific CrestHold--Median$80.00 Mean83.57 Max$130.00 Min65.00 01/28/16Credit SuisseBuy85.007.0x CY16E Revenue 01/28/16BTIGHold-DCF 01/29/16SunTrustBuy77.006.0x CY16E Revenue / DCF 01/29/16StephensHold70.004.5x CY17E Revenue 01/29/16RBCBuy80.005.3x CY17E Revenue 01/29/16Piper JaffraySell72.001.3x CY16E CFO / CFO Growth 01/29/16NeedhamHold--Current Price: $56.25 01/29/16MKMBuy82.006.0x CY16E Billings 01/29/16JMPBuy100.006.3x CY17E Revenue 01/29/16Deutsche BankBuy80.005.0x CY17E Revenue 01/29/16BNP ParibasHold75.006.0x CY16E Revenue 01/29/16BAMLSell70.004.6x CY17E Revenue Valuation Methodologies(2) Other 1 5 Revenue 15 2 Broker Recommendations Sell 15%Buy 41% Hold 44% BrokerPrice DateCompanyRec.TargetValuation Methodology 02/01/16BenchmarkHold$65.005.4x CY16E Revenue

Summary of Selected Analyst Estimates (CONTINUED) ($MM, except per share amounts) 01/30/16 FBN 961 1,221 - 30% 27% - 4% 5% - 0.42 0.67 - - - - 01/29/16 Barclays 957 1,213 - 29% 27% - 5% 7% - 0.43 0.80 - 9% 10% - 01/29/16 DA Davidson 962 1,235 - 30% 28% - 4% 6% - 0.44 0.85 - 9% 10% - 01/29/16 FBR 964 - - 30% - - 4% - - 0.44 - - - - - 01/29/16 JP Morgan 951 1,163 - 28% 22% - 5% 7% - 0.41 0.51 - 9% 8% - 01/29/16 Morgan Stanley 967 1,217 1,489 30% 26% 22% 4% 4% 5% 0.41 0.57 0.80 9% 10% 11% 01/29/16 Nomura 969 1,221 1,528 31% 26% 25% 4% 5% 5% 0.45 0.62 0.80 9% 9% 8% 01/29/16 Raymond James 961 1,227 - 30% 28% - 4% 5% - 0.43 0.69 - 9% 10% - 01/29/16 SIG 961 1,230 - 30% 28% - 4% 5% - 0.43 0.66 - 9% 9% - 01/29/16 Stifel 963 1,226 - 30% 27% - 4% 6% - 0.40 0.69 - 9% 11% - 01/29/16 William Blair 957 1,201 - 29% 26% - 4% 5% - 0.41 0.70 - - - - 01/28/16 Canaccord 965 1,223 - 30% 27% - 5% 6% - 0.44 0.78 - 9% 11% - 01/28/16 Mizuho 959 1,188 - 29% 24% - 4% 6% - 0.43 0.71 - 9% 9% - Note: Statistics exclude stock-based compensation expense and amortization of intangibles. (1) Based on Curry Management as of February 2016. 12 CONFIDENTIAL | DRAFT 01/28/16 Pacific Crest 960 1,224 - 30% 27% - 4% 5% - 0.42 0.66 - 9% 10% - Median $961 $1,221 $1,515 30%27%24%4%5%5%$0.43 $0.69 $0.80 9%10%10% Mean 962 1,221 1,511 30%27%24%4%6%5%0.43 0.69 0.79 9%10%10% Max $969 $1,272 $1,528 31%31%25%6%7%5%$0.45 $0.85 $0.80 9%12%11% Min 951 1,163 1,489 28%22%22%4%4%4%0.40 0.51 0.76 7%8%8% Curry Preliminary Management (1) $960 $1,218 $1,533 30%27%26%5%5%7%$0.45 $0.62 $1.15 9%9%12% 01/28/16 Credit Suisse 969 1,272 - 31% 31% - 4% 6% - 0.44 0.84 - 9% 12% - 01/28/16 BTIG 959 1,220 - 29% 27% - 4% 5% - 0.43 0.70 - - - - 01/29/16 SunTrust 961 1,237 - 30% 29% - 4% 5% - 0.44 0.71 - 8% 11% - 01/29/16 Stephens 961 1,197 - 30% 25% - 4% 5% - 0.44 0.62 - - - - 01/29/16 RBC 961 1,229 - 30% 28% - 4% 5% - 0.42 0.72 - 9% 8% - 01/29/16 Piper Jaffray 964 1,219 - 30% 26% - 4% 5% - 0.42 0.70 - 9% 10% - 01/29/16 Needham 955 - - 29% - - 4% - - 0.42 - - - - - 01/29/16 MKM 959 1,208 - 29% 26% - 4% 5% - 0.42 0.65 - 7% - - 01/29/16 JMP 969 1,268 - 31% 31% - 6% 7% - 0.44 0.71 - 9% 11% - 01/29/16 Deutsche Bank 965 1,237 - 30% 28% - 4% 5% - 0.44 0.75 - - - - 01/29/16 BNP Paribas 967 1,222 - 30% 26% - - - - - - - 8% 9% - 01/29/16 BAML 960 1,219 1,515 29% 27% 24% 4% 4% 4% 0.42 0.58 0.76 9% 10% 10% Revenue Rev. Growth %Operating MarginEarnings Per Share LFCF (% of Revenue) Date Company CY16E CY17E CY18E CY16ECY17ECY18ECY16ECY17ECY18ECY16E CY17E CY18E CY16ECY17ECY18E 02/01/16 Benchmark $963 $1,221 - 30% 27% - 5% 7% - $0.44 $0.75 - - - -

Illustrative Preliminary Curry Valuation Analyses

Long-Term NTM Revenue Multiples Over Time January 4, 2010 to February 19, 2016 2010 2011 2012 2013 2014 2015 2016YTD 5.3x 9.1 11.4 15.0 12.2 9.4 65.9 7.2x 7.8 6.2 6.65 6.6 6.8 65.9 - 13.1 10.5 13.4 9.9 8.9 6.31 - - 26.5 25.3 20.7 13.2 8.76 - - 13.7 12.8 12.6 11.5 8.86 3.7x 4.9 6.4 7.9 7.6 7.7 6.87 - - 89.2 10.6 12.5 8.14 45.0 - 98.9 98.9 10.7 87.9 5.31 4.20 NTM Rev Mult. 20.0x 17.5x 15.0x 12.5x 10.0x WDAY: 7.7x NOW: 6.7x ULTI: 6.1x CRM: 5.5x Curry: 4.8x LNKD: 3.8x DWRE: 3.6x CSOD: 3.4x 7.5x 5.0x 2.5x 0.0x Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Source: CapitalIQ. 14 CONFIDENTIAL | DRAFT Current 4.78x 5.65x 3.78x 7.37x 6.87x 6.21x 3.56x 3.64x Average NTM Revenue Multiples Curry CRM LNKD WDAY NOW ULTI DWRE CSOD

Short-Term NTM Revenue Multiples Over Time January 2, 2015 to February 19, 2016 Q1'CY15 Q2'CY15 Q3'CY15 Q4'CY15 Q1'CY16TD 11.0x 9.8 8.9 7.9 5.9 6.4x 7.1 6.8 7.0 5.9 10.7x 9.0 7.7 8.3 6.1 15.4x 14.3 11.9 11.4 8.6 12.2x 11.8 10.9 11.2 8.6 7.5x 7.6 7.7 8.0 6.7 9.0x 9.3 8.5 6.7 5.0 5.4x 4.9 5.4 4.9 4.0 NTM Rev Mult. 17.5x 15.0x 12.5x 10.0x WDAY: 7.7x NOW: 6.7x ULTI: 6.1x CRM: 5.5x Curry: 4.8x LNKD: 3.8x DWRE: 3.6x CSOD: 3.4x 7.5x 5.0x 2.5x Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Source: CapitalIQ. 15 CONFIDENTIAL | DRAFT Current4.8x5.5x3.8x7.7x6.7x6.1x3.6x3.4x Average NTM Revenue Multiples Curry CRM LNKD WDAY NOW ULTI DWRE CSOD

Salesforce Multiple and Price Evolution June 23, 2004 (Since IPO) to February 19, 2016 1 14 1 NTM Rev Mult 11.0x NTM LFCF Mult 75.0x NTM Rev. Growth 100% Revenue ($MM) $176 $310 $497 $749 $1,077 $1,306 $1,657 $2,267 $3,050 $4,071 $5,374 $6,649 $8,083 Revenue Growth 84% 29% 76% 23% 60% 18% 51% 21% 44% 16% 21% 17% 27% 22% 37% 19% 35% 18% 33% 14% 32% 16% 24% 18% 22% 18% Price ($) LFCF Margin $100.00 $80.00 9.0x 60.0x 80% $60.00 7.0x 45.0x 60% $40.00 5.0x 30.0x 40% $20.00 3.0x 15.0x 20% $310 $0.00 1.0x 0.0x 0% FY'2006FY'2007FY'2008FY'2009FY'2010FY'2011FY'2012FY'2013FY'2014 FY'2015 FY'2016 Source: Capital IQ. Note: Revenue based on the fiscal year ended January 31. 16 CONFIDENTIAL | DRAFT Based on 28 analysts available since Q3’FY16 announcement. Brokers using multiple valuation methodologies included multiple times. (1) Legend $1,657 $2,267 $3,050 $4,071 $5,374 $6,649 $1,306 $1,077 $749 $497 Avg. NTM Rev. Mult. 7.3x 6.2x 6.9x 6.5x 5.4x 3.8x 7.2x 7.8x 6.2x 6.5x 6.6x 6.8x 5.9x - - 32.6 38.2 29.5 29.2 44.1 40.9 36.0 43.2 44.1 40.5 35.3 69% 61% 51% 44% 36% 18% 19% 28% 30% 30% 27% 22% 22% 5.5x 32.5 22% Avg. NTM LFCF Mult. Avg. NTM Rev. Growth Salesforce Trading Overview 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016YTD Current FY05A FY06A FY07A FY08A FY09A FY10A FY11A FY12A FY13A FY14A FY15A FY16E FY17E Valuation Methodologies(1) DCF 6 P/ERevenue 2 UFCF LFCF 8 Share Price NTM Revenue Multiple NTM LFCF Multiple NTM Revenue Growth Revenue

Concur Multiple and Price Evolution January 2, 2004 to (Last Trading Day Before Announcement) September 18, 2014 NTM Rev Mult 10.0x NTM LFCF Mult 140.0x NTM Rev. Growth 70% Revenue ($MM) $57 $72 $97 $129 $215 $248 $293 $349 $440 $546 $703 Price ($) Revenue Growth LFCF Margin (0%) 0% 27% 35% 33% 15% 67% 24% 15% 20% 18% 21% 19% 14% 26% 14% 24% 5% 29% 4% $140.00 1% 1% $120.00 9.0x 120.0x 60% $100.00 8.0x 100.0x 50% $80.00 7.0x 80.0x 40% $60.00 6.0x 60.0x 30% $40.00 5.0x 40.0x 20% $20.00 4.0x 20.0x 10% $0.00 3.0x 0.0x 0% FY'2004 FY'2005 FY'2006 FY'2007 FY'2008 FY'2009 FY'2010 FY'2011 FY'2012 FY'2013 FY'2014 Source: Capital IQ. Note: Revenue based on the fiscal year ended September 30. 17 CONFIDENTIAL | DRAFT Legend $215 $248 $293 $349 $440 $546 $703 $129 $97 $72 $57 FY04A FY05A FY06A FY07A FY08A FY09A FY10A FY11A FY12A FY13A FY14A Concur Trading Overview Last Trading Day 20042005200620072008200920102011201220132014 Before Announcement Avg. NTM Rev. Mult. 5.0x4.1x4.9x6.0x6.3x4.8x6.4x5.8x6.5x7.4x7.3x --48.249.737.527.537.141.965.4 127.1 237.3 17%24%32%31%35%17%19%22%25%27%23% 7.4x 197.6x 23% Avg. NTM LFCF Mult. Avg. NTM Rev. Growth Share Price NTM Revenue Multiple NTM LFCF Multiple NTM Revenue Growth Revenue

Impact ofMarket Movement On SaaS Multiples 5.9x - 4.5 - $2,578.47 - 5.2x (11%) 3.5 (22%) $2,161.68 (16%) 3.8x (27%) 3.4 (3%) $1,845.38 (15%) 5.0x 31% 3.5 1% $2,349.89 27% 6.0x 21% 3.3 (5%) $2,677.44 14% 6.5x 8% 3.2 (2%) $2,965.56 11% 7.9x 7.4x 6.2x (15%) 3.9 6% $4,945.55 13% 4.7x (24%) 3.9 (1%) $4,530.92 (8%) C hang e 20% (6%) 3.4 5% $3,541.29 19% 3.7 8% $4,375.10 24% March 19, 2014 NTM Rev Mult. Stocks fall after Janet Yellen delivers first Fed press 10.0x October 31, 2007 Prior Nasda 8.0x 6.0x 4.0x 2.0x Jan Source: Capital IQ. All multiples are undiluted. SaaS index includes: ATHN, BNFT, BV, CNQR (prior to acquisition), CRM, CSOD, CTCT (prior to acquisition), CVT, DWRE, ECOM, HUBS, JIVE, LNKD, LOGM, MKTO, N, NEWR, NOW, PFPT, RP, TRAK (prior to acquisition), ULTI, VEEV, WDAY, ZEN. 18 Large Cap index includes: MSFT, ORCL, SAP. CONFIDENTIAL | DRAFT conference announcing potential rate hikes “something in the order of six months” after bond buying ends q peak SaaS (52%) (59%) (19%) 7% 58% 5% Large Cap NASDAQ June 29, 2012 ServiceNow IPO October 12, 2012 Workday IPO -07Jan-09Jan-11Jan-13Jan-15 to Current 10/31/2007 3/19/2014 Price $6,000.00 $4,500.00 $3,000.00 $1,500.00 $0.00 NTM Rev Mult. Price 6.0x $5,000.00 5.5x$4,800.00 5.0xNasdaq:$4,600.00 (8%) 4.5x$4,400.00 Large 4.0xCap: (4%) $4,200.00 SaaS: (36%) 3.5x$4,000.00 01/04/1601/19/1602/03/1602/18/16 Since January 4, 2016 (YTD) Since January 3, 2007 3.8x 3.9x $4,504.43 SaaS Y/Y Large Cap Y/Y Change January 3, 2007 to February 19, 2016 NASDAQ Y/Y Change Average NTM Revenue Multiple 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Current

Operating Statistics of Selected Companies 7% 30% 30% 27% 27% 25% 23% 22% 20% 15% 70% 68% 64% 32% 24% 21% 14% 12% 3% 2% 1% 32% 30% Source: Capital IQ, company filings, and Wall Street research as of February 19, 2016. 19 (1) (2) Based on mean consensus analyst research estimates as of February 19, 2016. Based on Curry Management as of February 2016. CONFIDENTIAL | DRAFT CY16E LFCF Margin CY16E Op. Margin CY16E Gross Margin CY15E-CY16E Revenue Growth Legend Median: 10% 24%18% Median: 31% 9%9% 12%10%9%8% (0%) CurryCurryNOWCRMCSODULTILNKDWDAYDWRERHTADBE Street(1)Mgmt(2) Median: 3%Median: 28% 4%5% (5%) CurryCurryULTICRMNOWDWRECSODWDAYLNKDADBERHT Street(1)Mgmt(2) Median: 74%Median: 87% 87%78%75%74%73%72%87%87% CurryCurryLNKDCRMNOWDWRECSODWDAYULTIADBERHT Street(1)Mgmt(2) 35%34%Median: 27%Median: 1 CurryCurryNOWWDAYDWRECSODULTILNKDCRMADBERHT Street(1)Mgmt(2) Selected SaaS Selected Large-Cap High Growth Software

Trading Statistics of Selected Companies 6.9x 6.1x 5.2x 5. 9x – 2x 30.9x 26.6x 25.6x – Source: Capital IQ, company filings, and Wall Street research as of February 19, 2016. Multiples greater than 100.0x or negative noted as dashes. 20 (1) Based on mean consensus analyst research estimates as of February 19, 2016. CONFIDENTIAL | DRAFT Unlevered Free Cash Flow estimates based on LFCF estimates adjusted for interest expense. (2) NTM UFCF Multiple (2) CY16E LFCF Multiple CY16E Revenue Multiple Legend 62.9xMedian: 30.9x Median: 19. 22.5x 15 .9x 46.9x 39.8x – CurryULTILNKDCRMNOWCSODWDAYDWREADBERHT Street(1) 64.8xMedian: 30.2x Median: 20. 24.3x 17 .6x 54.8x 49.2x 30.2x29.3x29.3x – CurryULTILNKDNOWCRMCSODWDAYDWREADBERHT Street(1) Median: 5.2x 7.1x6.7x Median: 6.0x 1x 4.8x 4x 3.8x3.6x3. CurryWDAYNOWULTICRMLNKDDWRECSODADBERHT Street(1) Selected SaaS Selected Large-Cap High Growth Software

Change in Trading Statistics Since January 4, 2016 %- (33%) Median (1/4/2016): 7.2x Current Median: 5.2x - (27%) Median (1/4/2016): 7.1x Current Median: 6.0x - (16%) Median As of 1/4/2016: 46.9x Current Median: 30.2x - (35%) Median (1/4/2016): 24.7x Current Median: 20.9x - (15%) %- (32%) Median As of 1/4/2016: 48.6x Current Median: 30.9x - (36%) Median (1/4/2016): 23.0x Current Median: 19.2x - (16%) %- (33%) Source: Capital IQ, company filings, and Wall Street research as of February 19, 2016. Multiples greater than 100.0x or negative noted as dashes. Does not incorporate impact of change in capitalization. Current estimates based on mean consensus analyst research estimates as of February 19, 2016. 1/4/2016 estimates based on mean consensus analyst research estimates as of (1) 21 January 4, 2016. CONFIDENTIAL | DRAFT (2) Unlevered Free Cash Flow estimates based on LFCF estimates adjusted for interest expense. NTM UFCF Multiple (2) CY16E LFCF Multiple CY16E Revenue Multiple 70.4x 80.8x 7.1x 46.9x 54.8x 4.8x 74.7x 68.3x 10.0x 62.9x 64.8x 7.1x 91.2x 91.6x 10.6x 39.8x 49.2x 6.7x 38.5x 46.2x 7.2x 30.9x 30.2x 6.1x 48.6x 35.8x 6.5x 26.6x 29.3x 5.2x 46.1x 46.9x 7.6x 25.6x 29.3x 3.8x – – 6.2x – – 3.6x – – 4.5x – – 3.4x Legend 25.9x 27.7x 7.9x 22.5x 24.3x 6.9x 20.0x 21.8x 6.4x 15.9x 17.6x 5.1x CurryULTILNKDCRMNOWCSODWDAYDWREADBERHT Street(1) CurryULTILNKDNOWCRMCSODWDAYDWREADBERHT Street(1) CurryWDAYNOWULTICRMLNKDDWRECSODADBERHT Street(1) 1/4/2016Current Selected SaaS Selected Large-Cap High Growth Software

Illustrative Future Trading Based on Preliminary Curry Management Forecast ($MM, except per share amounts) Premium / (Discount) to Current (3): 3.0x (37%) $35.69 33.6x $44.93 35.0x $55.90 27.5x $69.39 23.0x $86.35 19.9x $106.92 18.0x $35.69 (37%) $39.94 (29%) $44.17 (21%) $48.74 (13%) $53.91 (4%) $59.33 5% Implied LFCF Multiple: 4.0x (16%) $47.34 44.5x $59.22 46.3x $73.11 36.2x $90.48 30.1x $112.17 25.9x $137.59 23.4x $47.34 (16%) $52.64 (6%) 4.8x 0% $56.17 52.8x $69.87 54.8x $86.18 42.8x $106.50 35.6x $131.31 30.5x $160.69 27.5x $56.17 (0%) Curry Current CY16E Revenue Multiple 5.0x 5% $58.89 55.5x $73.24 57.5x $90.31 44.9x $111.56 37.3x $137.32 32.0x $167.99 28.8x CRM Current CY16E Revenue Multiple: 5.2x 6.0x $70.25 66.4x $87.27 68.7x $107.52 53.6x $132.14 44.4x $162.34 38.0x $198.38 34.1x CRM 1/4/2016 CY16E 26% Revenue Multiple: 6.5x 7.0x 47% $81.60 77.4x $101.30 79.9x $124.46 62.3x $152.58 51.5x $187.37 44.1x $228.77 39.5x Curry 1/4/2016 CY16E Revenue Multiple: 7.1x (1) Based on Curry Management as of February 2016. (2) Assumes future cash balance based on cumulative free cash flow up until the year preceding the analysis. Assumes no issuance or pay down of debt. Assumes dilution estimates from Curry Management as of February 2016. In-the-money convertible debt treated on a net share basis. Based on Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. Balance sheet items from Curry 8-K for the period ended December 31, 2015. (3) Current Curry share price of $56.25 as of February 19, 2016. 22 CONFIDENTIAL | DRAFT $81.60 $90.04 $98.34 45% 60% 75% $107.16 $116.98 $126.95 91% 108% 126% $70.25 $77.57 $84.95 $92.81 25% 38% 51% 65% $101.35 $110.09 80% 96% $58.89 $65.11 $71.36 $78.35 $85.73 $93.22 5% 16% 27% 39% 52% 66% $62.11 $68.09 $74.80 $81.97 $89.17 10% 21% 33% 46% 59% $57.76 $63.54 $70.03 $76.35 3% 13% 24% 36% Present Value Per Share (Discounted at 12.5%) Current 1-Year 2-Year 3-Year 4-Year 5-Year CY16E CY17E CY18E CY19E CY20E CY21E Future Value Per Share (2) Current 1-Year 2-Year 3-Year 4-Year 5-Year CY16E CY17E CY18E CY19E CY20E CY21E Illustrative CY16E Revenue Multiple % Premium / (Discount) to Current Multiple Curry Financial Projections (1) '15A-'21E CY15A CY16E CY17E CY18E CY19E CY20E CY21E CAGR Revenue $741 % Growth 33% Non-GAAP Operating Income 22 Operating Income Margin 3% Levered Free Cash Flow 50 LFCF Margin 7% $960 $1,218 $1,533 $1,929 $2,425 $3,023 26% 30% 27% 26% 26% 26% 25% 44 61 111 185 285 414 63% 5% 5% 7% 10% 12% 12% 88 109 177 270 401 564 50% 9% 9% 12% 14% 17% 19% Shading represents values greater than Curry’s current share price(3) Shading represents values greater than $100 per share

Illustrative Future Trading Sensitivity 2 3 Preliminary Curry Management Forecast (2) Sensitivity Revenue: Revenue Growth: Operating Income: Operating Margin: LFCF: LFCF Margin: $149.14 Range of CY16E $131.99 $126.95 Revenue Multiples $116.98 $117.05 $104.08 7.0x $81.73 $81.60 $81.87 $69.30 Current: 4.8x $60.70 $59.33 $53.91 Current Price: $56.25 $53.17 $51.87 $48.81 $48.74 $46.72 $46.05 $44.17 $43.57 $41.04 $40.06 $39.94 3.0x $35.75 $35.69 $35.81 7.0x Revenue Multiple: Implied LFCF Multiple: $81.73 77.4x $101.60 79.9x $122.74 62.3x $143.95 51.6x $169.17 44.2x $199.16 39.7x $81.60 77.4x $101.30 79.9x $124.46 62.3x $152.58 51.5x $187.37 44.1x $228.77 39.5x $81.87 77.4x $104.11 79.9x $131.72 62.2x $166.66 51.4x $211.42 43.9x $268.76 39.3x 4.8x Revenue Multiple: Implied LFCF Multiple: $56.25 52.8x $70.08 54.8x $84.98 42.8x $100.44 35.6x $118.87 30.7x $140.36 27.7x $56.17 52.8x $69.87 54.8x $86.18 42.8x $106.50 35.6x $131.31 30.5x $160.69 27.5x $56.35 52.8x $71.79 54.7x $91.29 42.7x $116.41 35.5x $147.79 30.4x $188.18 27.3x 3.0x Revenue Multiple: Implied LFCF Multiple: $35.75 33.6x $45.07 35.0x $55.14 27.5x $65.56 23.1x $78.19 20.0x $93.48 18.2x $35.69 33.6x $44.93 35.0x $55.90 27.5x $69.39 23.0x $86.35 19.9x $106.92 18.0x $35.81 33.6x $46.17 35.0x $59.13 27.4x $75.71 22.9x $97.23 19.8x $124.88 17.9x Assumes future cash balance based on cumulative free cash flow up until the year preceding the analysis. Assumes no issuance or pay down of debt. Assumes dilution estimates from Curry Management as of February 2016. In-the-money convertible debt treated on a net share basis. Based on Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. Balance sheet items from Curry 8-K for the period ended December 31, 2015. 23 (1) (2) Revenue growth based on mean consensus analyst Based on Curry Management as of February 2016. CONFIDENTIAL | DRAFT research estimates as of February 19, 2016. Future Value Per Share Present Value Per Share (Discounted at 12.5%) $56.25 $62.29 $67.14 $70.54 $74.21 $77.89 $56.17 $62.11 $68.09 $74.80 $81.97 $89.17 $56.35 $63.81 $72.13 $81.76 $92.27 $104.43 $110.52 $101.10 $90.31 $90.04 $92.54 $105.61 $107.16 $96.98 $98.34 $963 $1,253 $1,628 $2,117 $2,752 $3,577 30% 30% 30% 30% 30% 30% 30% $44 $63 $118 $203 $324 $489 5% 5% 7% 10% 12% 14% 68% $88 $112 $188 $297 $455 $667 9% 9% 12% 14% 17% 19% 54% $960 $1,218 $1,533 $1,929 $2,425 $3,023 30% 27% 26% 26% 26% 25% 26% $44 $61 $111 $185 $285 $414 5% 5% 7% 10% 12% 14% 63% $88 $109 $177 $270 $401 $564 9% 9% 12% 14% 17% 19% 50% $962 $1,221 $1,511 $1,813 $2,176 $2,611 30% 27% 24% 20% 20% 20% 23% $44 $62 $109 $174 $256 $357 5% 5% 7% 10% 12% 14% 59% $88 $109 $174 $254 $360 $487 9% 9% 12% 14% 17% 19% 46% Current 1-Year 2-Year 3-Year 4-Year 5-Year '15A-'21E CAGR CY16E CY17E CY18E CY19E CY20E CY21E Current 1-Year 2-Year 3-Year 4-Year 5-Year '15A-'21E CAGR CY16E CY17E CY18E CY19E CY20E CY21E Current 1-Year 2-Year 3-Year 4-Year 5-Year '15A-'21E CAGR CY16E CY17E CY18E CY19E CY20E CY21E 1Extrapolated Street Revenue Sensitivity (1)

Summary of Preliminary Curry Management Forecast Cash Flow Projections ($MM) 26% Revenue % Growth Non-GAAP Operating Income % Margin Less: Taxes Effective Tax Rate NOPAT % Margin Less: Capital Expenditures % of Revenue Plus: Depreciation % of Capital Expenditures Plus: Decrease in Working Capital % of Revenue Unlevered Free Cash Flow % of Revenue % Growth $960 30% 44 5% (6) 13% 38 4% (50) 5% 33 65% 62 7% 83 9% 72% $1,218 27% 61 5% (8) 13% 53 4% (60) 5% 42 70% 79 7% 115 9% 39% $1,533 26% 111 7% (10) 9% 100 7% (72) 5% 54 75% 100 7% 182 12% 59% $1,929 26% 185 10% (13) 7% 172 9% (91) 5% 72 80% 125 7% 279 14% 53% $2,425 26% 285 12% (17) 6% 268 11% (112) 5% 95 85% 158 7% 409 17% 47% $3,023 25% 414 14% (116) 28% 298 10% (139) 5% 125 90% 196 7% 480 16% 17% 63% 58% 47% 24 CONFIDENTIAL | DRAFT Curry Standalone Financial Performance'15A-Terminal'21E CY2016E CY2017E CY2018E CY2019E CY2020E CY2021ECAGR

Illustrative Preliminary Discounted Cash Flow Based on Preliminary Curry Management Forecast ($MM, except per share amounts) Implied Perpetuity Growth Rate PV of Unlevered FCF (CY2016E - CY2020E) PV of Terminal Value (CY2021E & Beyond) 5.3% $799 7,628 6.0% $799 9,153 6.5% $799 10,679 7.8% $745 6,814 8.5% $745 8,176 9.0% $745 9,539 10.2% $697 6,102 10.9% $697 7,322 11.4% $697 8,542 Implied Enterprise Value Plus: PV of Federal NOLs and Tax Credits (CY2021E & Beyond) (1) Plus: Cash (2) Less: Debt (2) Implied Equity Value $8,427 184 379 (316) 8,674 $9,952 184 379 (316) 10,199 $11,478 184 379 (316) 11,725 $7,559 152 379 (316) 7,773 $8,922 152 379 (316) 9,136 $10,284 152 379 (316) 10,499 $6,798 126 379 (316) 6,986 $8,019 126 379 (316) 8,207 $9,239 126 379 (316) 9,427 Premium/(Discount) to Current (4) 58% 86% 113% 42% 67% 91% 28% 50% 72% Note: Assumes mid-period discounting convention. (1) Based on Federal NOL and tax credits of $1,168MM as of December 31, 2020. (2) Based on Curry 8-K for the period ended December 31, 2015. In-the-money convertible debt treated on a net share basis. (3) Based on common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. (4) Based on Curry price of $56.25 as of February 19, 2016. 25 CONFIDENTIAL | DRAFT Implied Price Per Share - Assuming ~17% Dilution (3) $89.02 $104.43 $119.73 $79.92 $93.69 $107.45 $71.97 $84.30 $96.63 % of Enterprise Value in Terminal Value 91% 92% 93% 90% 92% 93% 90% 91% 92% Discount Rate: Terminal NTM UFCF Multiple: Terminal NTM Revenue Multiple: Illustrative Present Value as of December 31, 2015 9.5% 12.0% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 4.0x 4.8x 5.6x 4.0x 4.8x 5.6x 14.5% 25.0x 30.0x 35.0x 4.0x 4.8x 5.6x Summary of Valuation Assumptions - Unlevered free cash flow projections and terminal value discounted to December 31, 2015 (mid-period convention) - Cash flow excludes impact of stock based compensation, amortization of intangibles, restructuring and other non-recurring items - Portion of Federal NOLs and R&D tax credits used to shield taxes over projection period with the remaining balance valued separately - Weighted average cost of capital range of 9.5% to 14.5% - Terminal value calculated using NTM UFCF multiple range of 25.0x – 35.0x terminal year (CY21E) UFCF of $480MM - Assumes, per Curry Management, current Curry shareholders incur ~17% cumulative dilution through issuance of equity awards over the projected period

Illustrative Preliminary DCF Sensitivity Delta From Preliminary Management Forecast ($MM, except per share amounts) $69.39 (19.63) $77.88 (11.14) $88.24 (0.77) $81.08 (23.35) $91.19 (13.24) $103.56 (0.87) $92.78 (26.95) $104.50 (15.22) $118.78 (0.94) $62.30 (17.62) $69.93 (9.99) $79.22 (0.69) $72.75 (20.94) $81.82 (11.87) $92.90 (0.78) $83.19 (24.26) $93.71 (13.74) $106.58 (0.87) $56.14 (15.83) $62.99 (8.97) $71.34 (0.62) $65.49 (18.80) $73.64 (10.66) $83.59 (0.70) $74.85 (21.78) $84.29 (12.34) $95.84 (0.78) $79.24 (9.77) $92.78 (11.65) $106.33 (13.40) $71.15 (8.77) $83.24 (10.44) $95.34 (12.12) $64.09 (7.88) $74.92 (9.38) $85.75 (10.88) $100.85 11.83 $118.50 14.07 $135.69 15.96 $90.52 10.60 $106.36 12.67 $122.01 14.55 $81.48 9.52 $95.67 11.37 $109.85 13.22 $92.61 3.59 $103.95 14.93 $117.77 28.75 $108.64 4.21 $122.00 17.57 $138.11 33.68 $124.40 4.67 $139.69 19.96 $158.45 38.72 $83.15 3.23 $93.31 13.39 $105.72 25.81 $97.46 3.78 $109.60 15.92 $124.21 30.53 $111.78 4.32 $125.60 18.14 $142.38 34.93 $74.88 2.91 $84.00 12.03 $95.14 23.17 $87.70 3.40 $98.59 14.29 $111.92 27.63 $100.51 3.89 $113.18 16.56 $128.32 31.70 Note: Assumes mid-period discounting convention. (1) Based on Curry Management as of February 2016. (2) Based on Curry 8-K for the period ended December 31, 2015. In-the-money convertible debt treated on a net share basis. Based on common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. 26 CONFIDENTIAL | DRAFT CY21E Op Margin: 17% CY21E Op Margin: 14% CY21E Op Margin: 11% '15A-21E CAGR: 30% CY21E Revenue: $3,577 CY21E Op Margin: 17% $89.02 $104.43 $119.73 $79.92 $93.69 $107.45 $71.97 $84.30 $96.63 Prelim Mgmt Forecast (1) CY21E Op Margin: 14% CY21E Op Margin: 11% Prelim Mgmt Forecast (1) '15A-21E CAGR: 26% CY21E Revenue: $3,023 CY21E Op Margin: 17% CY21E Op Margin: 14% CY21E Op Margin: 11% '15A-21E CAGR: 23% CY21E Revenue: $2,611 Revenue SensitivityOp. Margin Sensitivity Discount Rate: Terminal NTM UFCF Multiple: Illustrative Present Value as of December 31, 2015 (2) 9.5% 12.0% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 14.5% 25.0x 30.0x 35.0x

Illustrative Revenue Growth and Mix Sensitivity '15A - '21E Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. (1) Based on Curry Management as of February 2016. 27 CONFIDENTIAL | DRAFT ($MM) 2015A 2016E 2017E 2018E 2019E 2020E 2021E CAGR Management Case Assumptions (1) Revenue Growth 33.2% 29.6% 26.8% 25.9% 25.8% 25.7% 24.7% 26.4% Recurring % of Total Revenue 80.0% Gross Margin 85.7% 78.2% 78.0% 78.6% 79.8% 80.7% 81.4% 85.4% 85.8% 86.3% 86.5% 86.6% 86.7% Non-Recurring % of Total Revenue 20.0% Gross Margin 8.3% 21.8% 22.0% 21.4% 20.2% 19.3% 18.6% 4.8% 5.6% 6.4% 9.5% 12.5% 12.5% Operating Expenses - % of Revenue 67.3% 63.3% 63.1% 62.0% 61.4% 60.6% 59.3% Illustrative Scenarios Revenue $741 % Growth 33.2% Operating Income $22 % Margin 2.9% $953 $1,199 $1,498 $1,869 $2,331 $2,882 25.4% 28.6% 25.8% 24.9% 24.8% 24.7% 23.7% $36 $51 $96 $165 $257 $373 60.6% 3.7% 4.2% 6.4% 8.8% 11.0% 12.9% Revenue $741 % Growth 33.2% Operating Income $22 % Margin 2.9% $960 $1,218 $1,533 $1,929 $2,425 $3,023 26.4% 29.6% 26.8% 25.9% 25.8% 25.7% 24.7% $44 $61 $111 $185 $285 $414 63.4% 4.6% 5.0% 7.2% 9.6% 11.8% 13.7% Revenue $741 % Growth 33.2% Operating Income $22 % Margin 2.9% $968 $1,237 $1,570 $1,990 $2,522 $3,169 27.4% 30.6% 27.8% 26.9% 26.8% 26.7% 25.7% $52 $72 $126 $206 $315 $457 66.2% 5.4% 5.8% 8.0% 10.4% 12.5% 14.4% Senstivity '15A - '21E CAGR increased 1% Recurring Rev Mix increased 1% Prelim Mgmt Forecast (1) Senstivity '15A - '21E CAGR reduced 1% Recurring Rev Mix reduced 1%

Illustrative Impact to Preliminary DCF Based on Revenue Growth and Mix Sensitivity Delta From Preliminary Management Forecast ($MM, except per share amounts) $82.22 $96.43 $110.63 $73.79 $86.48 $99.16 $66.44 $77.80 $89.16 (6.79) (8.00) (9.10) (6.13) (7.21) (8.29) (5.53) (6.50) (7.47) $96.16 $112.86 $129.16 $86.36 $101.28 $116.19 $77.78 $91.14 $104.50 7.15 8.44 9.43 6.44 7.59 8.74 5.81 6.84 7.88 Note: Assumes mid-period discounting convention. Numbers may not add due to rounding. (1) Based on Curry Management as of February 2016. (2) Based on Curry 8-K for the period ended December 31, 2015. In-the-money convertible debt treated on a net share basis. Based on common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. 28 CONFIDENTIAL | DRAFT Senstivity '15A - '21E CAGR increased 1%Recurring Rev Mix increased 1% '15A-21E CAGR: 27.4%CY21E Op Margin: 14.4% Prelim Mgmt Forecast (1) '15A-21E CAGR: 26.4%CY21E Op Margin: 13.7% $89.02 $104.43 $119.73 $79.92 $93.69 $107.45 $71.97 $84.30 $96.63 Senstivity '15A - '21E CAGR reduced 1%Recurring Rev Mix reduced 1% '15A-21E CAGR: 25.4%CY21E Op Margin: 12.9% Discount Rate: Terminal NTM UFCF Multiple: Illustrative Present Value as of December 31, 2015 (2) 9.5% 12.0% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 14.5% 25.0x 30.0x 35.0x

Selected SaaS Transactions ($MM) 06/04/13 ExactTarget Salesforce 2,671 2,570 7.9 6.5 - - 53% 56% 36% 88% 22% (6%) 08/27/12 Kenexa IBM 1,359 1,302 4.0 3.3 51.0 - 42% 89% 37% 219% 22% 8% 02/09/12 Taleo Oracle 2,056 1,940 6.3 5.3 - 46.1 18% 25% 9% 109% 18% 4% 10/24/11 RightNow Oracle 1,840 1,599 7.4 6.2 - 64.4 20% 38% 10% 117% 19% 8% 11/02/10 Art Technology Group Oracle 1,032 850 4.4 3.9 39.3 24.1 46% 35% 25% 95% 14% 14% 03/15/07 WebEx Cisco 3,163 2,818 7.4 6.1 37.7 31.8 23% 21% 19% 99% 21% 22% Source: Company press releases, Company filings, 451 Group and Wall Street research. Note: '-' = Not meaningful or not available. Multiples greater than 100.0x or negative considered not meaningful. * Denotes SaaS transactions. (1) LTM revenue pro forma for acquisition of Plateau. (2) Blackboard previously announced its retainer of a financial advisor in response to receiving acquisition offers; unaffected 1-day and 20-day premiums as of April 18, 2011 and March 22, 2011 were 21% and 27% respectively. (3) Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. Balance sheet items from Curry 8-K for the period ended December 31, 2015. Assumes cash settlement of 2018 Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of June 30, 2016. Additional shares based on indenture dated June 4, 2013. Value shown represents make whole value above notes' principal value. Based on mean consensus analyst research estimates as of February 19, 2016. 29 CONFIDENTIAL | DRAFT Legend Median:7.4x6.2x39.3x33.5x26%36%10%101%18%8% Mean:7.05.941.740.430%41%10%122%17%8% Max:12.6x10.2x65.9x78.6x53%89%37%370%23%22% Min:2.62.320.116.24%10%(25%)35%9%(9%) Implied Curry Price Based on Median Statistic (3):$67.01$72.37$17.89$25.30Curry Statistic (3):30%7% 09/15/09 OmnitureAdobe1,8371,7355.14.751.344.124%52%(1%)183%9%11% 07/01/11 Blackboard (2)Providence Equity1,6381,7503.73.2 20.1 16.2 4%10%(8%)36%17%17% 12/03/11 SuccessFactors (1)SAP3,7483,49910.28.7-78.6 52%47%(1%)105%17%8% 05/22/12 AribaSAP4,6094,4378.87.8 65.9 33.520%32%13%103%13%14% 12/20/12 EloquaOracle9718859.88.2--31%34%(5%)82%19%(9%) FD FDTransaction multiplesPremiumNTMLTM Annc.EquityEnt.RevenueLFCFLTMRev.LFCF DateTargetAcquirorValueValueLTMNTMLTMNTM1-Day 20-DayHighLowGrowth Margin 11/02/15 Constant ContactEndurance International$1,105$924 2.6x 2.3x 26.8x25.2x23%29%(25%)35%12%12% 09/18/14 ConcurSAP7,7688,286 12.6 10.2 --28%36%1%70%23%6% 12/20/13 ResponsysOracle1,6791,5728.16.9--38%66%35%370%18%6% Max Statistic Min Statistic

Illustrative Transaction Statistics ($MM) Premium to Current Price Premium to 20 Day Average Price Premium to 30 Day Average Price Premium to LTM High Share Price Premium to LTM Low Share Price Premium to LTM Average Share Price $56.25 61.50 65.85 100.91 53.11 88.18 0% (9%) (15%) (44%) 6% (36%) 7% (2%) (9%) (41%) 13% (32%) 16% 6% (1%) (36%) 22% (26%) 24% 14% 6% (31%) 32% (21%) 33% 22% 14% (26%) 41% (15%) 42% 30% 21% (21%) 51% (9%) 51% 38% 29% (16%) 60% (4%) 60% 46% 37% (11%) 69% 2% 69% 54% 44% (6%) 79% 8% 78% 63% 52% (1%) 88% 13% 87% 71% 59% 4% 98% 19% 96% 79% 67% 9% 107% 25% 104% 87% 75% 14% 117% 30% 113% 95% 82% 19% 126% 36% Fully-Diluted Shares (2) Fully-Diluted Equity Value Plus: Note Payable to Oracle (3) Plus: Market Value of Convertible Notes (4) Plus: Make Whole Premium (4) Less: Cash (3) Fully-Diluted Enterprise Value Premium to Current Enterprise Value 82.5 $4,640 6 310 - (379) 4,578 0% 82.6 $4,957 6 310 0 (379) 4,895 7% 82.8 $5,380 6 310 0 (379) 5,318 16% 82.9 $5,803 6 310 0 (379) 5,741 25% 83.0 $6,226 6 310 0 (379) 6,164 35% 83.1 $6,649 6 310 0 (379) 6,586 44% 83.2 $7,072 6 310 0 (379) 7,009 53% 83.3 $7,494 6 310 6 (379) 7,438 62% 83.3 $7,917 6 310 13 (379) 7,868 72% 83.4 $8,340 6 310 20 (379) 8,298 81% 83.5 $8,763 6 310 27 (379) 8,727 91% 83.5 $9,186 6 310 35 (379) 9,159 100% 83.6 $9,609 6 310 44 (379) 9,590 109% 83.6 $10,031 6 320 41 (379) 10,020 119% Revenue Multiples Statistic $741 CY15A / LTM 6.2x 6.6x 7.2x 7.7x 8.3x 8.9x Responsys 6.9x 9.5x 10.0x Ariba 7.8x 10.6x Eloqua 8.2x 11.2x 11.8x 12.4x 12.9x Concur 10.2x 13.5x Taleo 5.3x RightNow ExactTarget SuccessFactors 8.7x 6.2x 6.5x CY16E / NTM CY17E LFCF Multiples 962 1,221 4.8 3.7 5.1 4.0 5.5 4.4 6.0 4.7 6.4 5.0 6.8 5.4 7.3 5.7 7.7 6.1 8.2 6.4 8.6 6.8 9.1 7.1 9.5 7.5 10.0 7.9 10.4 8.2 CY15A / LTM CY16E / NTM CY17E $50 85 119 92.6x 54.8 38.8 99.0x 58.5 41.5 107.4x 63.5 45.0 115.8x 68.5 48.6 124.3x 73.5 52.1 132.7x 78.5 55.6 141.2x 83.4 59.2 149.6x 88.4 62.7 158.0x 93.4 66.3 166.5x 98.4 69.8 174.9x 103.4 73.3 183.4x 108.4 76.9 191.8x 113.4 80.4 200.3x 118.4 84.0 Note: Current market prices as of February 19, 2016. (1) Assumes 'out-of-the-money' convertible debt treated as debt and ‘in-the-money’ convertible debt treated as equity. (2) Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. (3) Balance sheet items from Curry 8-K for the period ended December 31, 2015. (4) Represents cash settlement of 2018 Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of June 30, 2016. Additional shares based on indenture dated June 4, 2013. Value shown represents make whole value above notes' principal value. (5) Based on mean consensus analyst research estimates as of February 19, 2016. 30 CONFIDENTIAL | DRAFT Street Estimates (5) Implied Valuation & Multiples Illustrative Share Price: Curry Current (1) Illustrative Curry Transaction Statistics $56.25 $60.00$65.00$70.00$75.00$80.00$85.00$90.00$95.00$100.00$105.00$110.00$115.00$120.00 Implied Transaction PremiumStatistic

Illustrative Transaction Statistics (CONTINUED) ($MM) Fully-Diluted Equity Value (2) Fully-Diluted Enterprise Value (3) (4) $4,640 4,578 $4,957 4,895 $5,380 5,318 $5,803 5,741 $6,226 6,164 $6,649 6,586 $7,072 7,009 $7,494 7,438 $7,917 7,868 $8,340 8,298 $8,763 8,727 $9,186 9,159 $9,609 9,590 $10,031 10,020 Revenue Multiples Statistic $741 960 1,218 CY15A / LTM CY16E / NTM CY17E LFCF Multiples 6.2x 4.8 3.8 6.6x 5.1 4.0 7.2x 5.5 4.4 7.7x 6.0 4.7 8.3x 6.4 5.1 8.9x 6.9 5.4 9.5x 7.3 5.8 10.0x 7.7 6.1 10.6x 8.2 6.5 11.2x 8.6 6.8 11.8x 9.1 7.2 12.4x 9.5 7.5 12.9x 10.0 7.9 13.5x 10.4 8.2 CY15A / LTM CY16E / NTM CY17E $50 88 109 92.6x 52.9 42.8 99.0x 56.5 45.7 107.4x 61.4 49.6 115.8x 66.2 53.5 124.3x 71.0 57.4 132.7x 75.8 61.3 141.2x 80.6 65.2 149.6x 85.5 69.0 158.0x 90.3 72.9 166.5x 95.1 76.8 174.9x 99.9 80.7 183.4x 104.8 84.6 191.8x 109.6 88.5 200.3x 114.4 92.4 Note: Current market prices as of February 19, 2016. (1) Assumes 'out-of-the-money' convertible debt treated as debt and ‘in-the-money’ convertible debt treated as equity. (2) Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. (3) Balance sheet items from Curry 8-K for the period ended December 31, 2015. (4) Represents cash settlement of 2018 Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of June 30, 2016. Additional shares based on indenture dated June 4, 2013. Value shown represents make whole value above notes' principal value. (5) Based on Curry Management as of February 2016. 31 CONFIDENTIAL | DRAFT Preliminary Management Forecast (5) Illustrative Share Price: Curry Current (1) Illustrative Curry Transaction Statistics $56.25 $60.00$65.00$70.00$75.00$80.00$85.00$90.00$95.00$100.00$105.00$110.00$115.00$120.00 Implied Valuation & Multiples

Detail on Potential Partners

Selected Statistics of Potential Partners ($MM) Sources: Capital IQ. Prices as of February 19, 2016. (1) Cash is pro forma for disclosed acquisitions. 33 CONFIDENTIAL | DRAFT Selected Financial Metrics Debt / CY16EE Operating Metrics FD Equity FD Ent. Cash Financial CY15E CY16E Multiples '15-16E Gross Operating Value Value Bal. (1) Debt EBITDA Rev P/E LFCF Revenue % Growth Margin Margin Key Contacts $518,091 $450,245 $73,066 $5,220 0.2x 6.3x 20.8x 27.4x $71,749 18% 70% 41% Larry Page (CEO, Alphabet) Sundar Pichai (CEO, Google) Ruth Porat (CFO, Google) David Drummond (SVP, Alphabet Corporate Development) Don Harrison (VP, Alphabet Corporate Development) Diane Greene (SVP, Google Enterprise Business) $421,053 $352,268 $114,135 $45,350 1.8x 3.7x 18.3x 17.0x $94,320 7% 64% 31% Satya Nadella (CEO) Amy Hood (EVP and CFO) Marc Brown (Managing Director, Corporate Development; Global Head, M&A) Qi Lu (EVP, Applications and Services Engineering) Scott Guthrie (EVP, Cloud and Enterprise) Kurt DelBene (EVP, Corporate Strategy and Planning) Brad Smith (President and Chief Legal Officer) Bob Kelly (Corp Vice President, M&A Strategy and Business Development) $159,023 $149,036 $52,335 $41,940 2.4x 3.9x 13.6x 12.5x $37,769 1% 80% 44% Larry Ellison (Executive Chairman and CTO) Safra Catz (Co-CEO) / Mark Hurd (Co-CEO) Thomas Kurian (President) Doug Kehring (EVP, Chief of Staff and Head of Corporate Development) $93,385 $99,084 $5,457 $11,156 1.4x 4.0x 17.2x 20.4x $24,531 6% 71% 30% Bill McDermott (CEO) Hasso Plattner (Co-Founder and Chairman, Supervisory Board) Luka Mucic (CFO, COO) Arlen Shenkman (North American CFO) Monty Gray (SVP and Head of Corporate Development) $42,650 $42,206 $2,301 $1,857 1.6x 5.2x 63.0x 29.3x $8,083 22% 78% 14% Marc Benioff (CEO) Parker Harris (Co-Founder) John Somorjai (SVP, Corporate Development and Strategy) Mark Hawkins (EVP and CFO) Chris Hecht (VP, Corporate Development) Burke Norton (Chief Legal Officer) Alex Dayon (President, Products) $26,635 $26,998 $887 $1,250 0.8x 5.7x 26.3x 24.5x $4,735 5% 85% 32% Brad Smith(Chairman and CEO) Scott Cook (Founder and Chairman of the Executive Committee) Neil Williams (EVP and CFO) Andrew Westergren (SVP, Chief Corporate Strategy and Development Officer)

Key Contacts and M&A History Ruth Porat (CFO, Google) Don Harrison (VP, Alphabet Corporate Development) • Strong position stemming from search enables Google to extend into adjacent markets • Massive scale through clusters of data centers gives Google an array of opportunities in the enterprise • Acquisition of Motorola Mobility indicates Google’s desire to protect its IP and vertically integrate • Revamp social strategy as Google lacks the mindshare of its competitors ($MM) 06/20/14 Dropcam 555 555 - - - - - - - - - - - - - 01/13/14 Nest Labs 3,200 3,200 13.6 - - - - - - - - - - - - 08/15/11 Motorola Mobility 12,550 9,224 0.7 0.6 78.4 42.0 63% 84% 10% 90% No Exclusive 14 3 33% 10/09/06 YouTube 1,650 1,650 - - - - - - - - - - - - - Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 34 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. Median 10.3x 0.6x 78.4x 42.0x 63% 84% 10% 90% 14 days 3 days 04/13/07 DoubleClick 3,100 3,100 10.3 - - - - - - - - - - - - 06/11/13 Waze 1,100 1,100 - - - - - - - - - - - - - 06/10/14 Skybox Imaging 500 500 - - - - - - - - - - - - - 11/06/15 Bebop $380 $380 - - - - - - - - - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Premium to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Larry Page (CEO, Alphabet) Sundar Pichai (CEO, Google) David Drummond (SVP, Alphabet Corporate Development) Diane Greene (SVP, Google Enterprise Business) Strengths • Google has successfully employed the Android platform to build a comprehensive mobile ecosystem • Has strengthened its position in enterprise by providing familiar Google technology to business settings Strategic Priorities • Further enhance Android operating system for users and developers • Continue to pursue its mission of organizing the world’s information through search, mobile and local M&A Process • Weekly M&A committee meetings to review all deals • Larry, Sergey and David Drummond very influential, while Eric Schmidt continues to account for one vote • Bottoms-up, “build vs. buy” approach is used to assess opportunities • Interesting technology and product fit / vision within Google is critical • A “must-own,” competitive asset will prompt Google to accelerate process significantly (e.g., YouTube, AdMob, Motorola) and do / pay what it takes to win, especially against key competitors • Hesitant to deliver term sheet until confident it will not be shopped • Employs a DCF-based valuation; synergies can be used to justify premiums

Key Contacts and M&A History Satya Nadella and Amy Hood driving strategic transactions of corporate development and business unit team required ($MM) 09/03/13 Nokia (Devices and Services) 4,988 4,988 0.3x - - - - - - - - - - - - 04/09/12 AOL Patents 1,056 1,056 - - - - - - - - - - - - - 01/08/08 Fast Search & Transfer 1,219 1,081 6.4 5.2 - - 42% 74% 4% 107% Yes - - Exclusive 1 Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 35 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. 05/18/07 aQuantive 6,380 6,064 12.3 9.3 97.8 82.1 85% 108% 93% 233% No Auction 56 3 - Median 8.2x 7.3x 97.8x 82.1x 64% 91% 49% 170% 56 days 2 05/10/11 Skype 7,918 8,500 9.9 - - - - - - - - - - - - 06/25/12 Yammer 1,200 1,200 - - - - - - - - - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Premium to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer 09/15/14 Mojang $2,500 $2,500 - - - - - - - - - - - - - Summary of Selected Recent Acquisitions Typical M&A Process: •New decision-making process being put in place with direction •Marc Brown leads M&A execution on larger •Closer integration of Corporate Development going forward, having historically been exclusively Business Unit focused •Diligence process in larger deals involves larger team members •Formal process with committees and approvals Key Contacts:Satya Nadella (CEO) Amy Hood (EVP and CFO) Marc Brown (Managing Director, Corporate Development; Global Head, M&A) Qi Lu (EVP, Applications and Services Engineering) Scott Guthrie (EVP, Cloud and Enterprise) Kurt DelBene (EVP, Corporate Strategy and Planning) Brad Smith (President and Chief Legal Officer) Bob Kelly (Corp Vice President, M&A Strategy and Business Development) Strengths • Leading market position in operating system, productivity, and data center software • Leading enterprise ecosystem with over 600,000 distribution partners • Large war chest available for strategic priorities with over $114Bn in cash and approximately $23Bn in annual free cash flow Strategic Priorities • Changing Microsoft into a mobile-first, cloud-first company • Accessing, analyzing, and leveraging data from any data source across applications and endpoints • Providing a platform to build consumer-quality and next-generation applications • Redefining and positioning productivity as a window for other enterprise applications • Re-intermediating and empowering IT organizations in an increasingly distributed IT environment • Driving Azure workloads and repositioning Azure as a high-end cloud platform

Key Contacts and M&A History functions Doug Kehring make aggressive decisions more quickly than most combine software and hardware to offer a disruptive ($MM) No 3 6% 06/23/14 Micros Systems $5,259 $4,604 3.4x 3.2x 27.6x 24.4x 18% 31% 15% 62% 3 Parties 95 02/04/13 Acme Packet 2,099 1,714 6.0 6.0 46.3 71.3 22% 22% (19%) 95% No Exclusive 157 3 4% 02/09/12 Taleo 2,056 1,940 6.3 5.3 44.7 44.1 18% 25% 9% 109% Exclusive 79 3 5% No 10/18/11 Endeca 1,075 1,075 8.6 - - - - - - - - - - - - 04/20/09 Sun Microsystems 7,085 5,340 0.4 0.4 - - 91% 89% (43%) 236% No Auction 55 2 0% 03/01/07 Hyperion Solutions 3,287 2,839 3.4 3.0 30.8 26.4 21% 23% 16% 94% No Exclusive 83 3 9% Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 36 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. 09/12/05Siebel Systems5,9193,6772.82.866.659.217%29%1%44%NoExclusive967(3%) Median5.5x4.4x39.9x35.3x22%31%9%95%95 days35% 01/16/08BEA Systems8,2307,3504.94.435.223.324%29%3%78%No Unsolicited209214% 11/02/10Art Technology Group1,0328504.43.931.625.046%35%25%95%NoExclusive2810% 10/24/11RightNow1,8401,5997.46.275.455.820%38%10% 117%NoExclusive9638% 12/20/12Eloqua9718859.88.2--31%34%(5%)82%NoExclusive12724% 12/20/13Responsys1,6791,5728.16.9--38%66%35% 370%No2 Parties24313% 12/22/14Datalogix ---------------FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Premium to Unaff. Stock Price (1)Transaction History RevenueP/E LTMExistingType ofProcess# of Prem. to LTM NTMLTM NTM1-Day 20-DayHighLowPartner?ProcessLengthBids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Larry Ellison (Executive Chairman and CTO) Safra Catz (Co-CEO) / Mark Hurd (Co-CEO) Thomas Kurian (President) Doug Kehring (EVP, Chief of Staff and Head of Corporate Development) Strengths • Leading database, middleware and application software products by market share • Aggressive, experienced and coordinated direct sales force • Attractive and expansive customer base • One single-instance back-office organization • Acquisition is a core competency and seen as key driver for growth Strategic Priorities • Having recently consolidated the e-commerce/B2C/Retail space (Responsys, RightNow, Endeca, Inquira, FatWire, ATG), CRM, and HCM, Oracle will continue to embrace the cloud for collaboration, horizontal and vertical applications • Recent transactions have focused on augmenting their strength in both their data and marketing cloud businesses • Drive enterprise IT agenda through tight integration of applications, analytics, infrastructure and systems • Propensity for SaaS vendors with an enterprise customer base in order to leverage existing Oracle brand and cross-sell products • RightNow / Taleo highlight need to offer fresh functionality to protect maintenance streams from CRM and Workday Typical M&A Process: • Idea generation from Larry Ellison, Executive Suite, Global Business Units and Corporate Development • All deals executed in centralized corporate development group with aid of transaction sponsor and back-office • Doesn’t expect to move on price from initial bid by much - Will re-bid 2 – 3 times generally • Streamlined approval process led by Co-Presidents and • Well-developed and efficient M&A process – able to competitors • Studying new technology markets where Oracle can solution (storage, networking)

Key Contacts and M&A History Luka Mucic (CFO, COO) Monty Gray (SVP and Head of Corporate Development) • Stable and recurring revenue stream from mission-critical software and recent SaaS acquisitions • Platform / hardware neutrality vs. competitors (i.e. vendor stack solution lock in) ($MM) 03/26/14 Fieldglass (2) 1,000 1,000 11.8 9.5 - - - - - - Yes - - - - 05/22/12 Ariba 4,609 4,437 8.8 7.8 48.9 42.1 20% 32% 13% 103% No Exclusive 58 3 17% 05/12/10 Sybase 6,505 5,766 4.8 4.5 25.0 24.4 56% 38% 35% 119% Yes Exclusive 62 2 7% Source: Company press releases, Company filings and Wall Street research. Note: '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. (1) (2) (3) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. Transaction size and LTM revenue projections are based on 451 Group estimates and June 30, 2014 Interim Report. 37 LTM revenue multiple pro forma for acquisition of Plateau Systems. Included in mean and median calculations. CONFIDENTIAL | DRAFT 10/07/07 Business Objects 6,019 5,090 3.7 2.9 31.3 23.6 20% 34% 20% 60% Yes Exclusive 82 1 0% Median 10.2x 8.3x 31.3x 24.4x 28% 36% 13% 103% 62 days 3 17% 12/03/11 SuccessFactors (3) 3,748 3,499 10.2 8.7 - - 52% 47% (1%) 105% No Exclusive 67 3 18% 06/05/13 Hybris (2) 1,341 1,341 10.7 - - - - - - - Yes - - - - 09/18/14 Concur $7,768 $8,286 12.6x 10.2x - - 28% 36% 1% 70% Yes Exclusive 60 3 17% FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Premium to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Bill McDermott (CEO) Hasso Plattner (Co-Founder and Chairman, Supervisory Board) Arlen Shenkman (North American CFO) Strengths • Large enterprise customer base; spans all major verticals and geographies • Global sales force with deep relationships with Fortune 500 and SMB customers Strategic Priorities • Three-pronged strategy of on-premise, on-demand and on-device • HANA in-memory database and analytics offering • Increase competitiveness vs. other large technology ecosystems (particularly Oracle) as well as alternative enterprise software providers (CRM) • Extend presence within mid-market with BBD • Mobility platform (with Sybase acquisition) to proliferate existing software to mobile platforms Typical M&A Process: •Management has stated the intent to use M&A as a strategic driver of future growth •Ability to pay significant premia for assets deemed strategic (i.e. Business Objects, Sybase, SuccessFactors, Ariba, Concur) •M&A requires approval of Executive Committee and Board Committee •Hasso Plattner is very involved in strategic direction of Company and acquisitions •Concerned about competing with Oracle over strategic assets in enterprise application and infrastructure software

Illustrative Pro Forma Income Statement Based on Curry and SAP Street Estimates ($MM) Source: Curry and SAP projections based on mean consensus analyst research estimates as of February 19, 2016. Note: Does not reflect the potential impact of certain purchase accounting and financial transaction variables including (among others): equity compensation expense, excess purchase price treatment, depreciation and amortization of intangibles, tax charges/benefits and other non-recurring/transaction items. 38 CONFIDENTIAL | DRAFT Total Revenue Annual Growth Non-GAAP Gross Profit Gross Margin Total Operating Expenses % of Revenue Non-GAAP Operating Income Operating Margin Levered Free Cash Flow LFCF Margin Curry Street CY2016ECY2017E SAP Street CY2016ECY2017E $25,493 $27,246 7%7% $18,135 $19,515 71%72% $10,671 $11,668 42%43% $7,464 $7,848 29%29% $4,664 $5,172 18%19% $962 $1,221 30%27% $675 $859 70%70% $633 $792 66%65% $41 $67 4%6% $85 $119 9%10% $24,531 $26,025 7%6% $17,460 $18,656 71%72% $10,038 $10,876 41%42% $7,423 $7,780 30%30% $4,579 $5,052 19%19% Pro Forma Combined CY2016E CY2017E

Illustrative Transaction Sources & Uses Cash Debt $379 316 $5,457 11,156 $5,836 11,473 ($MM, except per share amounts) Purchase of Curry FD Shares Outstanding (1) Retire Note Payable to Oracle (4) Retire Existing Curry Convertible Debt (2) Make Whole Premium (2) Transaction Expenses (3) Total $5,803 6 310 0 120 $6,240 $6,226 6 310 0 129 $6,671 $6,649 6 310 0 138 $7,102 $7,072 6 310 0 146 $7,534 $7,494 6 310 6 155 $7,972 $7,917 6 310 13 163 $8,410 $8,340 6 310 20 172 $8,849 SAP Equity Issued Combined Balance Sheet Cash (4) New Debt Raised Total $0 0 6,240 $6,240 $0 0 6,671 $6,671 $0 0 7,102 $7,102 $0 0 7,534 $7,534 $0 0 7,972 $7,972 $0 0 8,410 $8,410 $0 0 8,849 $8,849 Per Share Cash Consideration Per Share Stock Consideration % Cash / % Stock Exchange Ratio $70.00 0.00 100% / 0% 0.000x $75.00 0.00 100% / 0% 0.000x $80.00 0.00 100% / 0% 0.000x $85.00 0.00 100% / 0% 0.000x $90.00 0.00 100% / 0% 0.000x $95.00 0.00 100% / 0% 0.000x $100.00 0.00 100% / 0% 0.000x Total Debt Cash Net Debt $17,396 5,836 11,560 $17,827 5,836 11,991 $18,259 5,836 12,423 $18,690 5,836 12,854 $19,128 5,836 13,292 $19,566 5,836 13,730 $20,005 5,836 14,169 Leverage Statistics Pro Forma CY15E EBITDA (5) $8,103 8,103 8,103 8,103 8,103 8,103 8,103 Ownership Shares Issued 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Note: Market data current as of February 19, 2016. Current Curry share price of $56.25 as of February 19, 2016. Current SAP share price of $77.40 as of February 19, 2016. (1) Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. (2) Convertible Debt detail from Curry Convertible Debt indenture dated June 4, 2013. Assumes a close date of June 30, 2016. (3) Assumes 1% transaction advisory fees and 1% financing fees on new debt. (4) Curry balance sheet items from Curry 8-K for the period ended December 31, 2015. SAP balance sheet items from SAP Interim Report for the period ended December 31, 2015. (5) Curry actuals based on Curry 8-K for the period ended December 31, 2015. SAP projections based on consensus analyst research dated February 19, 2016. 39 CONFIDENTIAL | DRAFT Curry Primary % Ownership 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Curry FD % Ownership 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Total Debt / CY15E EBITDA 2.1x 2.2x 2.3x 2.3x 2.4x 2.4x 2.5x Net Debt / CY15E EBITDA 1.4 1.5 1.5 1.6 1.6 1.7 1.7 Implied Pro Forma Capital Structure Implied Consideration Sources of Funds Uses of Funds 100% Cash Funded with New Debt $70.00 $75.00 $80.00 $85.00 $90.00 $95.00 $100.00 24%33%42%51%60%69%78% Illustrative Share Price: Implied Premium to Current: Illustrative Transaction Sources and Uses Combined Firepower Curry SAP Combined

Illustrative Pro Forma Earnings Impact Based on Curry and SAP Street Estimates ($MM, except per share amounts) Pro Forma Net Income (+) SAP Street Net Income (1) (+) Curry Street Net Income (1) (-) After-tax New Interest Expense (2) Pro Forma Net Income Effective Tax Rate (3) Pro Forma Diluted Shares Outstanding $5,318 $35 (187) $5,166 25% $5,318 35 (200) $5,153 25% $5,318 35 (213) $5,140 25% $5,318 35 (226) $5,127 25% $5,318 35 (239) $5,114 25% $5,318 35 (252) $5,101 25% $5,318 35 (265) $5,088 25% SAP Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 1,180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 Pro Forma Net Income (+) SAP Street Net Income (1) (+) Curry Street Net Income (1) (-) After-tax New Interest Expense (2) Pro Forma Net Income Effective Tax Rate (4) Pro Forma Diluted Shares Outstanding $5,708 $59 (187) $5,579 25% $5,708 59 (200) $5,566 25% $5,708 59 (213) $5,554 25% $5,708 59 (226) $5,541 25% $5,708 59 (239) $5,527 25% $5,708 59 (252) $5,514 25% $5,708 59 (265) $5,501 25% SAP Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 1,181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 Note: Market data current as of February 19, 2016. (1) Curry and SAP estimates based on mean consensus analyst research estimates as of February 19, 2016. (2) Assumes a 4.0% cost of debt, and 0.5% cost of cash foregone. Assumes no debt repayment during the projection period. (3) Assumes a 25% blended tax rate (Curry tax rate of 10% and SAP tax rate of 25%). (4) Assumes a 25% blended tax rate (Curry tax rate of 10% and SAP tax rate of 25%). 40 CONFIDENTIAL | DRAFT Illustrative CY17E Pro Forma EPS Impact Illustrative CY16E Pro Forma EPS Impact Pro Forma Diluted EPS $4.72 $4.71 $4.70 $4.69 $4.68 $4.67 $4.66 From Standalone EPS of $4.83(0.11) (0.12) (0.13) (0.14) (0.15) (0.16) (0.18) % Accretion (Dilution)(2%)(2%)(3%)(3%)(3%)(3%)(4%) Pre-Tax Synergies / (Cushion) to Breakeven $172 $189 $206 $223 $241 $258 $276 Pro Forma Diluted EPS $4.38 $4.36 $4.35 $4.34 $4.33 $4.32 $4.31 From Standalone EPS of $4.50(0.13) (0.14) (0.15) (0.16) (0.17) (0.18) (0.19) % Accretion (Dilution)(3%)(3%)(3%)(4%)(4%)(4%)(4%) Pre-Tax Synergies / (Cushion) to Breakeven $203 $220 $237 $254 $272 $289 $307 Illustrative Share Price: Implied Premium to Current: Illustrative Pro Forma Earnings Impact 100% Cash Funded with New Debt $70.00 $75.00 $80.00 $85.00 $90.00 $95.00 $100.00 24%33%42%51%60%69%78%

Illustrative Pro Forma LFCF Impact Based on Curry and SAP Street Estimates ($MM, except per share amounts) Pro Forma LFCF (+) SAP Street LFCF (1) (+) Curry Street LFCF (1) (-) After-tax New Interest Expense (2) Pro Forma LFCF Effective Tax Rate (3) Pro Forma Diluted Shares Outstanding $4,579 $85 (187) $4,477 25% $4,579 85 (200) $4,464 25% $4,579 85 (213) $4,451 25% $4,579 85 (226) $4,438 25% $4,579 85 (239) $4,425 25% $4,579 85 (252) $4,412 25% $4,579 85 (265) $4,399 25% SAP Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 1,180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 1180.7 0.0 1180.7 Pro Forma LFCF (+) SAP Street LFCF (1) (+) Curry Street LFCF (1) (-) After-tax New Interest Expense (2) Pro Forma LFCF Effective Tax Rate (4) Pro Forma Diluted Shares Outstanding $5,052 $119 (187) $4,985 25% $5,052 119 (200) $4,972 25% $5,052 119 (213) $4,959 25% $5,052 119 (226) $4,946 25% $5,052 119 (239) $4,933 25% $5,052 119 (252) $4,920 25% $5,052 119 (265) $4,907 25% SAP Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 1,181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 1181.2 0.0 1181.2 Note: Market data current as of February 19, 2016. (1) Curry and SAP estimates based on mean consensus analyst research estimates as of February 19, 2016. (2) Assumes a 4.0% cost of debt, and 0.5% cost of cash foregone. Assumes no debt repayment during the projection period. (3) Assumes a 25% blended tax rate (Curry tax rate of 10% and SAP tax rate of 25%). (4) Assumes a 25% blended tax rate (Curry tax rate of 10% and SAP tax rate of 25%). 41 CONFIDENTIAL | DRAFT Illustrative CY17E Pro Forma LFCF / Share Impact Illustrative CY16E Pro Forma LFCF / Share Impact Pro Forma Diluted LFCF / Share $4.22 $4.21 $4.20 $4.19 $4.18 $4.17 $4.15 From Standalone LFCF / Share of $4.28(0.06) (0.07) (0.08) (0.09) (0.10) (0.11) (0.12) % Accretion (Dilution)(1%)(2%)(2%)(2%)(2%)(3%)(3%) Pre-Tax Synergies / (Cushion) to Breakeven $90 $107 $125 $142 $159 $177 $195 Pro Forma Diluted LFCF / Share $3.79 $3.78 $3.77 $3.76 $3.75 $3.74 $3.73 From Standalone LFCF / Share of $3.88(0.09) (0.10) (0.11) (0.12) (0.13) (0.14) (0.15) % Accretion (Dilution)(2%)(3%)(3%)(3%)(3%)(4%)(4%) Pre-Tax Synergies / (Cushion) to Breakeven $136 $154 $171 $188 $206 $223 $241 Illustrative Share Price: Implied Premium to Current: Illustrative Pro Forma LFCF Impact 100% Cash Funded with New Debt $70.00 $75.00 $80.00 $85.00 $90.00 $95.00 $100.00 24%33%42%51%60%69%78%

Key Contacts and M&A History John Somorjai (SVP, Corporate Development and Strategy) Chris Hecht (VP, Corporate Development) Alex Dayon (President, Products) •Pioneer in cloud computing and market leadership in sales, service, and marketing ($MM) 7/11/2014 RelateIQ 392 352 - - - - - - - - No - - - - 21.2 13.8 - - 06/04/12 Buddy Media 689 689 - - - - No - - - - Source: Company press releases, Company filings and Wall Street Research. Note: '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. (1) (2) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. PaaS market size per Forrester, service market size per Gartner, marketing automation size per IDC, and data and analytics market size per Gartner. CONFIDENTIAL | DRAFT 42 Median 9.3x 6.5x - - 53% 56% 36% 88% 03/30/11 Radian6 326 326 9.3 3.8 - - - - - - Yes - - - - 06/04/13 ExactTarget 2,671 2,570 7.9x 6.5x - - 53% 56% 36% 88% Yes 2 Parties 42 3 30% 12/23/2015 SteelBrick $360 $360 - - - - - - - - Yes - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Premium to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Marc Benioff (CEO) Parker Harris (Co-Founder) Mark Hawkins (EVP and CFO) Burke Norton (Chief Legal Officer) Strengths •Expected to do $6.6Bn of revenue in 2015, making it by far the largest cloud company •Salesforce has expanded from its core platform into other markets: PaaS ($10Bn in 2015), service ($28Bn by 2015), marketing automation ($7Bn in 2015), and data and analytics ($16Bn in 2015).2 •Salesforce has evolved its vision from automating the sales process to becoming a broader productivity, data management, and application infrastructure platform for companies ranging from SMBs to the largest enterprises Strategic Priorities •Significant focus on building out a complete marketing and CRM suite, primarily through acquisitions •Building and extending the Marketing Cloud •Intense focus on platform build-out and positioning with audiences ranging from SMBs to enterprises •Accelerating growth areas such as Service Cloud and increasing diversification into areas such as analytics and data management •Strengthen relationships with third party developers through ongoing investment in Force.com and Heroku Typical M&A Process: •Marc Benioff drives the vision of the Company and all acquisition ideas are approved through his office –He coordinates closely with John Somorjai in the decision-making process •John Somorjai leads the corporate development team and has access to the office of the CEO •Corporate development team works with operations and sales teams to identify potential new expansion opportunities •Focused on extending platform capabilities, Social Enterprise, data integration and marketing suite

Illustrative Pro Forma Income Statement Based on Curry and Salesforce Street Estimates ($MM) Source: Curry and Salesforce projections based on mean consensus analyst research estimates as of February 19, 2016. Note: Does not reflect the potential impact of certain purchase accounting and financial transaction variables including (among others): equity compensation expense, excess purchase price treatment, depreciation and amortization of intangibles, tax charges/benefits and other non-recurring/transaction items. 43 CONFIDENTIAL | DRAFT Total Revenue Annual Growth Non-GAAP Gross Profit Gross Margin Total Operating Expenses % of Revenue Non-GAAP Operating Income Operating Margin Levered Free Cash Flow LFCF Margin Curry Street CY2016ECY2017E Salesforce Street CY2016ECY2017E $9,045 $10,914 22%21% $6,965 $8,435 77%77% $5,809 $6,879 64%63% $1,156 $1,556 13%14% $1,540 $1,967 17%18% $962 $1,221 30%27% $675 $859 70%70% $633 $792 66%65% $41 $67 4%6% $85 $119 9%10% $8,083 $9,692 22%20% $6,290 $7,575 78%78% $5,175 $6,087 64%63% $1,114 $1,488 14%15% $1,455 $1,847 18%19% Pro Forma Combined CY2016E CY2017E

Illustrative Transaction Sources & Uses Cash Debt $379 316 $2,301 1,857 $2,680 2,173 Purchase of Curry FD Shares Outstanding (1) Retire Note Payable to Oracle (4) Retire Existing Curry Convertible Debt (2) Make Whole Premium (2) Transaction Expenses (3) Total $5,803 6 310 0 82 $6,201 $6,649 6 310 0 90 $7,055 $7,494 6 310 6 99 $7,916 $8,340 6 310 20 107 $8,784 $5,803 6 310 0 58 $6,177 $6,649 6 310 0 66 $7,031 $7,494 6 310 6 75 $7,892 $8,340 6 310 20 83 $8,760 Salesforce Equity Issued Combined Balance Sheet Cash (4) New Debt Raised Total $1,646 2,180 $2,374.7 $6,201 $2,501 2,180 $2,374.7 $7,055 $3,361 2,180 $2,374.7 $7,916 $4,229 2,180 $2,374.7 $8,784 $5,803 374 0 $6,649 383 0 $7,494 397 0 $8,340 420 0 $6,177 $7,031 $7,892 $8,760 Per Share Cash Consideration Per Share Stock Consideration % Cash / % Stock Exchange Ratio $50.14 19.86 72% / 28% 0.320x $49.91 30.09 62% / 38% 0.484x $49.64 40.36 55% / 45% 0.650x $49.29 50.71 49% / 51% 0.816x $0.00 70.00 0% / 100% 1.126x $0.00 80.00 0% / 100% 1.287x $0.00 90.00 0% / 100% 1.448x $0.00 100.00 0% / 100% 1.609x Total Debt Cash Net Debt $4,231 500 3,731 $4,231 500 3,731 $4,231 500 3,731 $4,231 500 3,731 $1,857 2,306 (449) $1,857 2,297 (440) $1,857 2,282 (426) $1,857 2,260 (403) Leverage Statistics Pro Forma CY15E EBITDA (5) $1,209 1,209 1,209 1,209 1,209 1,209 1,209 1,209 Ownership Shares Issued 26.5 40.2 54.1 68.1 93.4 107.0 120.6 134.2 Note: Market data current as of February 19, 2016. Current Curry share price of $56.25 as of February 19, 2016. Current Salesforce share price of $62.14 as of February 19, 2016. (1) Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. (2) Convertible Debt detail from Curry Convertible Debt indenture dated June 4, 2013. Assumes a close date of June 30, 2016. (3) Assumes 1% transaction advisory fees and 1% financing fees on new debt. (4) Curry balance sheet items from Curry 8-K for the period ended December 31, 2015. Salesforce balance sheet items from Salesforce 10-Q for the period ended October 31, 2015. Assumes pro forma minimum cash balance of $500MM. (5) Curry actuals based on Curry 8-K for the period ended December 31, 2015. Salesforce projections based on consensus analyst research dated February 19, 2016. 44 CONFIDENTIAL | DRAFT Curry Primary % Ownership 3.8% 5.7% 7.5% 9.3% 12.3% 13.9% 15.4% 16.8% Curry FD % Ownership 3.7% 5.5% 7.3% 9.0% 12.0% 13.5% 14.9% 16.4% Total Debt / CY15E EBITDA 3.5x 3.5x 3.5x 3.5x 1.5x 1.5x 1.5x 1.5x Net Debt / CY15E EBITDA 3.1 3.1 3.1 3.1 (0.4) (0.4) (0.4) (0.3) Implied Pro Forma Capital Structure Implied Consideration Sources of Funds ($MM, except per share amounts) Illustrative Transaction Sources and Uses Illustrative Share Price: Implied Premium to Current: Max 3.5x Leverage Scenario 100% Stock Scenario $70.00 $80.00 $90.00 $100.00 24%42%60%78% $70.00 $80.00 $90.00 $100.00 24%42%60%78% Uses of Funds Combined Firepower Curry Salesforce Combined

Illustrative Pro Forma Earnings Impact Based on Curry and Salesforce Street Estimates ($MM, except per share amounts) Pro Forma Net Income (+) Salesforce Street Net Income (1) (+) Curry Street Net Income (1) (-) After-tax New Interest Expense (2) Pro Forma Net Income Effective Tax Rate (3) Pro Forma Diluted Shares Outstanding $691 $35 (77) $649 35% $691 35 (77) $649 35% $691 35 (77) $649 35% $691 35 (77) $649 35% $691 35 (1) $725 35% $691 35 (1) $725 35% $691 35 (1) $725 35% $691 35 (1) $725 35% Salesforce Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 700.2 26.5 726.7 700.2 40.2 740.5 700.2 54.1 754.3 700.2 68.1 768.3 700.2 93.4 793.6 700.2 107.0 807.2 700.2 120.6 820.8 700.2 134.2 834.4 Pro Forma Net Income (+) Salesforce Street Net Income (1) (+) Curry Street Net Income (1) (-) After-tax New Interest Expense (2) Pro Forma Net Income Effective Tax Rate (4) Pro Forma Diluted Shares Outstanding $939 $59 (77) $920 34% $939 59 (77) $920 34% $939 59 (77) $920 34% $939 59 (77) $920 34% $939 59 (1) $996 34% $939 59 (1) $996 34% $939 59 (1) $996 34% $939 59 (1) $996 34% Salesforce Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 725.2 26.5 751.7 725.2 40.2 765.4 725.2 54.1 779.3 725.2 68.1 793.3 725.2 93.4 818.6 725.2 107.0 832.2 725.2 120.6 845.8 725.2 134.2 859.4 Note: Market data current as of February 19, 2016. (1) Curry and Salesforce estimates based on mean consensus analyst research estimates as of February 19, 2016. (2) Assumes a 4.5% cost of debt, and 0.5% cost of cash foregone. Assumes no debt repayment during the projection period. (3) Assumes a 35% blended tax rate (Curry tax rate of 10% and Salesforce tax rate of 36%). (4) Assumes a 34% blended tax rate (Curry tax rate of 10% and Salesforce tax rate of 36%). 45 CONFIDENTIAL | DRAFT Illustrative CY17E Pro Forma EPS Impact Illustrative CY16E Pro Forma EPS Impact Pro Forma Diluted EPS $1.22 $1.20 $1.18 $1.16 $1.22 $1.20 $1.18 $1.16 From Standalone EPS of $1.29(0.07) (0.09) (0.11) (0.13) (0.08) (0.10) (0.12) (0.14) % Accretion (Dilution)(5%)(7%)(9%)(10%)(6%)(8%)(9%)(10%) Pre-Tax Synergies / (Cushion) to Breakeven $81 $108 $135 $163 $97$124 $151 $178 Pro Forma Diluted EPS $0.89 $0.88 $0.86 $0.84 $0.91 $0.90 $0.88 $0.87 From Standalone EPS of $0.99(0.09) (0.11) (0.13) (0.14) (0.07) (0.09) (0.10) (0.12) % Accretion (Dilution)(9%)(11%)(13%)(14%)(7%)(9%)(11%)(12%) Pre-Tax Synergies / (Cushion) to Breakeven $104 $125 $146 $167 $89$110 $130 $151 Illustrative Share Price: Implied Premium to Current: Illustrative Pro Forma Earnings Impact Max 3.5x Leverage Scenario 100% Stock Scenario $70.00 $80.00 $90.00 $100.00 24%42%60%78% $70.00 $80.00 $90.00 $100.00 24%42%60%78%

Illustrative Pro Forma LFCF Impact Based on Curry and Salesforce Street Estimates ($MM, except per share amounts) Pro Forma LFCF (+) Salesforce Street LFCF (1) (+) Curry Street LFCF (1) (-) After-tax New Interest Expense (2) Pro Forma LFCF Effective Tax Rate (3) Pro Forma Diluted Shares Outstanding $1,455 $85 (77) $1,463 35% $1,455 85 (77) $1,463 35% $1,455 85 (77) $1,463 35% $1,455 85 (77) $1,463 35% $1,455 85 (1) $1,539 35% $1,455 85 (1) $1,539 35% $1,455 85 (1) $1,539 35% $1,455 85 (1) $1,539 35% Salesforce Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 700.2 26.5 726.7 700.2 40.2 740.5 700.2 54.1 754.3 700.2 68.1 768.3 700.2 93.4 793.6 700.2 107.0 807.2 700.2 120.6 820.8 700.2 134.2 834.4 Pro Forma LFCF (+) Salesforce Street LFCF (1) (+) Curry Street LFCF (1) (-) After-tax New Interest Expense (2) Pro Forma LFCF Effective Tax Rate (4) Pro Forma Diluted Shares Outstanding $1,847 $119 (77) $1,890 34% $1,847 119 (77) $1,890 34% $1,847 119 (77) $1,890 34% $1,847 119 (77) $1,890 34% $1,847 119 (1) $1,966 34% $1,847 119 (1) $1,965 34% $1,847 119 (1) $1,965 34% $1,847 119 (1) $1,965 34% Salesforce Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 725.2 26.5 751.7 725.2 40.2 765.4 725.2 54.1 779.3 725.2 68.1 793.3 725.2 93.4 818.6 725.2 107.0 832.2 725.2 120.6 845.8 725.2 134.2 859.4 Note: Market data current as of February 19, 2016. (1) Curry and Salesforce estimates based on mean consensus analyst research estimates as of February 19, 2016. (2) Assumes a 4.5% cost of debt, and 0.5% cost of cash foregone. Assumes no debt repayment during the projection period. (3) Assumes a 35% blended tax rate (Curry tax rate of 10% and Salesforce tax rate of 36%). (4) Assumes a 34% blended tax rate (Curry tax rate of 10% and Salesforce tax rate of 36%). 46 CONFIDENTIAL | DRAFT Illustrative CY17E Pro Forma LFCF / Share Impact Illustrative CY16E Pro Forma LFCF / Share Impact Pro Forma Diluted LFCF / Share $2.51 $2.47 $2.42 $2.38 $2.40 $2.36 $2.32 $2.29 From Standalone LFCF / Share of $2.55(0.03) (0.08) (0.12) (0.17) (0.15) (0.19) (0.22) (0.26) % Accretion (Dilution)(1%)(3%)(5%)(6%)(6%)(7%)(9%)(10%) Pre-Tax Synergies / (Cushion) to Breakeven $38$92$146 $200$182 $235$288$341 Pro Forma Diluted LFCF / Share $2.01 $1.98 $1.94 $1.90 $1.94 $1.91 $1.87 $1.84 From Standalone LFCF / Share of $2.08(0.06) (0.10) (0.14) (0.17) (0.14) (0.17) (0.20) (0.23) % Accretion (Dilution)(3%)(5%)(7%)(8%)(7%)(8%)(10%)(11%) Pre-Tax Synergies / (Cushion) to Breakeven $72$116 $160 $205$169 $213 $256$300 Illustrative Share Price: Implied Premium to Current: Illustrative Pro Forma LFCF Impact Max 3.5x Leverage Scenario 100% Stock Scenario $70.00 $80.00 $90.00 $100.00 24%42%60%78% $70.00 $80.00 $90.00 $100.00 24%42%60%78%

Key Contacts and M&A History ($MM) 1,354 1,261 5.3x 4.8x 37.5x 31.5x 11/30/06 Digital Insight 18% 30% 2% 76% Yes 2 Parties 127 2 5% Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 47 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. 04/27/12 Demandforce $424 $424 - - - - - - - - - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Premium to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Brad Smith(Chairman and CEO) Scott Cook (Founder and Chairman of the Executive Committee) Neil Williams (EVP and CFO) Andrew Westergren (SVP, Chief Corporate Strategy and Development Officer)

Illustrative Pro Forma Income Statement Based on Curry and Intuit Street Estimates ($MM) Source: Curry and Intuit projections based on mean consensus analyst research estimates as of February 19, 2016. Note: Does not reflect the potential impact of certain purchase accounting and financial transaction variables including (among others): equity compensation expense, excess purchase price treatment, depreciation and amortization of intangibles, tax charges/benefits and other non-recurring/transaction items. 48 CONFIDENTIAL | DRAFT Total Revenue Annual Growth Non-GAAP Gross Profit Gross Margin Total Operating Expenses % of Revenue Non-GAAP Operating Income Operating Margin Levered Free Cash Flow LFCF Margin Curry Street CY2016ECY2017E Intuit Street CY2016ECY2017E $5,697 $6,475 9%14% $4,685 $5,334 82%82% $3,107 $3,463 55%53% $1,579 $1,871 28%29% $1,173 $1,714 21%26% $962 $1,221 30%27% $675 $859 70%70% $633 $792 66%65% $41 $67 4%6% $85 $119 9%10% $4,735 $5,253 5%11% $4,011 $4,475 85%85% $2,473 $2,671 52%51% $1,537 $1,804 32%34% $1,089 $1,595 23%30% Pro Forma Combined CY2016E CY2017E

Illustrative Transaction Sources & Uses Cash Debt $379 316 $887 1,250 $1,266 1,566 Purchase of Curry FD Shares Outstanding (1) Retire Note Payable to Oracle (4) Retire Existing Curry Convertible Debt (2) Make Whole Premium (2) Transaction Expenses (3) Total $5,803 6 310 0 100 $6,219 $6,649 6 310 0 108 $7,073 $7,494 6 310 6 117 $7,934 $8,340 6 310 20 125 $8,802 $5,803 6 310 0 58 $6,177 $6,649 6 310 0 66 $7,031 $7,494 6 310 6 75 $7,892 $8,340 6 310 20 83 $8,760 Intuit Equity Issued Combined Balance Sheet Cash (4) New Debt Raised Total $1,157 866 4,197 $6,219 $2,011 866 4,197 $7,073 $2,872 866 4,197 $7,934 $3,740 866 4,197 $8,802 $5,803 374 0 $6,649 383 0 $7,494 397 0 $8,340 420 0 $6,177 $7,031 $7,892 $8,760 Per Share Cash Consideration Per Share Stock Consideration % Cash / % Stock Exchange Ratio $56.04 13.96 80% / 20% 0.144x $55.80 24.20 70% / 30% 0.249x $55.52 34.48 62% / 38% 0.355x $55.16 44.84 55% / 45% 0.461x $0.00 70.00 0% / 100% 0.720x $0.00 80.00 0% / 100% 0.823x $0.00 90.00 0% / 100% 0.926x $0.00 100.00 0% / 100% 1.029x Total Debt Cash Net Debt $5,447 400 5,047 $5,447 400 5,047 $5,447 400 5,047 $5,447 400 5,047 $1,250 891 359 $1,250 883 367 $1,250 868 382 $1,250 846 404 Leverage Statistics Pro Forma CY15E EBITDA (5) $1,556 1,556 1,556 1,556 1,556 1,556 1,556 1,556 Ownership Shares Issued 11.9 20.7 29.5 38.5 59.7 68.4 77.1 85.8 Note: Market data current as of February 19, 2016. Current Curry share price of $56.25 as of February 19, 2016. Current Intuit share price of $97.19 as of February 19, 2016. (1) Common shares outstanding from Curry 10-Q for the period ended September 30, 2015. RSUs and options schedule from Curry 10-K for the period ended December 31, 2014. (2) Convertible Debt detail from Curry Convertible Debt indenture dated June 4, 2013. Assumes a close date of June 30, 2016. (3) Assumes 1% transaction advisory fees and 1% financing fees on new debt. (4) Curry balance sheet items from Curry 8-K for the period ended December 31, 2015. Intuit balance sheet items from Intuit 10-Q for the period ended October 31, 2015. Assumes pro forma minimum cash balance of $400MM. (5) Curry actuals based on Curry 8-K for the period ended December 31, 2015. Intuit projections based on consensus analyst research dated February 19, 2016. 49 CONFIDENTIAL | DRAFT Curry Primary % Ownership 4.3% 7.3% 10.1% 12.7% 18.4% 20.6% 22.6% 24.5% Curry FD % Ownership 4.2% 7.0% 9.7% 12.3% 17.9% 20.0% 22.0% 23.8% Total Debt / CY15E EBITDA 3.5x 3.5x 3.5x 3.5x 0.8x 0.8x 0.8x 0.8x Net Debt / CY15E EBITDA 3.2 3.2 3.2 3.2 0.2x 0.2x 0.2x 0.3x Implied Pro Forma Capital Structure Implied Consideration Sources of Funds ($MM, except per share amounts) Illustrative Transaction Sources and Uses Illustrative Share Price: Implied Premium to Current: Max 3.5x Leverage Scenario 100% Stock Scenario $70.00 $80.00 $90.00 $100.00 24%42%60%78% $70.00 $80.00 $90.00 $100.00 24%42%60%78% Uses of Funds Combined Firepower Curry Intuit Combined

Illustrative Pro Forma Earnings Impact Based on Curry and Intuit Street Estimates ($MM, except per share amounts) Pro Forma Net Income (+) Intuit Street Net Income (1) (+) Curry Street Net Income (1) (-) After-tax New Interest Expense (2) Pro Forma Net Income Effective Tax Rate (3) Pro Forma Diluted Shares Outstanding $1,007 $35 (128) $914 34% $1,007 35 (128) $914 34% $1,007 35 (128) $914 34% $1,007 35 (128) $914 34% $1,007 35 (1) $1,041 34% $1,007 35 (1) $1,041 34% $1,007 35 (1) $1,041 34% $1,007 35 (1) $1,041 34% Intuit Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 272.2 11.9 284.1 272.2 20.7 292.9 272.2 29.5 301.8 272.2 38.5 310.7 272.2 59.7 332.0 272.2 68.4 340.7 272.2 77.1 349.4 272.2 85.8 358.1 Pro Forma Net Income (+) Intuit Street Net Income (1) (+) Curry Street Net Income (1) (-) After-tax New Interest Expense (2) Pro Forma Net Income Effective Tax Rate (4) Pro Forma Diluted Shares Outstanding $1,174 $59 (129) $1,103 33% $1,174 59 (129) $1,103 33% $1,174 59 (129) $1,103 33% $1,174 59 (129) $1,103 33% $1,174 59 (1) $1,231 33% $1,174 59 (1) $1,231 33% $1,174 59 (1) $1,231 33% $1,174 59 (1) $1,231 33% Intuit Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 266.0 11.9 277.9 266.0 20.7 286.7 266.0 29.5 295.5 266.0 38.5 304.5 266.0 59.7 325.7 266.0 68.4 334.4 266.0 77.1 343.1 266.0 85.8 351.8 Note: Market data current as of February 19, 2016. (1) Curry and Intuit estimates based on mean consensus analyst research estimates as of February 19, 2016. (2) Assumes a 4.5% cost of debt, and 0.5% cost of cash foregone. Assumes no debt repayment during the projection period. (3) Assumes a 34% blended tax rate (Curry tax rate of 10% and Intuit tax rate of 34%). (4) Assumes a 33% blended tax rate (Curry tax rate of 10% and Intuit tax rate of 34%). 50 CONFIDENTIAL | DRAFT Illustrative CY17E Pro Forma EPS Impact Illustrative CY16E Pro Forma EPS Impact Pro Forma Diluted EPS $3.97 $3.85 $3.73 $3.62 $3.78 $3.68 $3.59 $3.50 From Standalone EPS of $4.41(0.44) (0.56) (0.68) (0.79) (0.63) (0.73) (0.83) (0.91) % Accretion (Dilution)(10%)(13%)(15%)(18%)(14%)(17%)(19%)(21%) Pre-Tax Synergies / (Cushion) to Breakeven $184 $242$301 $360$309$366$424$481 Pro Forma Diluted EPS $3.22 $3.12 $3.03 $2.94 $3.14 $3.06 $2.98 $2.91 From Standalone EPS of $3.70(0.48) (0.58) (0.67) (0.76) (0.56) (0.64) (0.72) (0.79) % Accretion (Dilution)(13%)(16%)(18%)(20%)(15%)(17%)(19%)(21%) Pre-Tax Synergies / (Cushion) to Breakeven $207$256$305$355$282$330$379$427 Illustrative Share Price: Implied Premium to Current: Illustrative Pro Forma Earnings Impact Max 3.5x Leverage Scenario 100% Stock Scenario $70.00 $80.00 $90.00 $100.00 24%42%60%78% $70.00 $80.00 $90.00 $100.00 24%42%60%78%

Illustrative Pro Forma LFCF Impact Based on Curry and Intuit Street Estimates ($MM, except per share amounts) Pro Forma LFCF (+) Intuit Street LFCF (1) (+) Curry Street LFCF (1) (-) After-tax New Interest Expense (2) Pro Forma LFCF Effective Tax Rate (3) Pro Forma Diluted Shares Outstanding $1,089 $85 (128) $1,045 34% $1,089 85 (128) $1,045 34% $1,089 85 (128) $1,045 34% $1,089 85 (128) $1,045 34% $1,089 85 (1) $1,172 34% $1,089 85 (1) $1,172 34% $1,089 85 (1) $1,172 34% $1,089 85 (1) $1,172 34% Intuit Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 272.2 11.9 284.1 272.2 20.7 292.9 272.2 29.5 301.8 272.2 38.5 310.7 272.2 59.7 332.0 272.2 68.4 340.7 272.2 77.1 349.4 272.2 85.8 358.1 Pro Forma LFCF (+) Intuit Street LFCF (1) (+) Curry Street LFCF (1) (-) After-tax New Interest Expense (2) Pro Forma LFCF Effective Tax Rate (4) Pro Forma Diluted Shares Outstanding $1,595 $119 (129) $1,585 33% $1,595 119 (129) $1,585 33% $1,595 119 (129) $1,585 33% $1,595 119 (129) $1,585 33% $1,595 119 (1) $1,713 33% $1,595 119 (1) $1,713 33% $1,595 119 (1) $1,713 33% $1,595 119 (1) $1,713 33% Intuit Standalone WASO (1) (+) Shares Issued in Transaction Pro Forma Shares Pro Forma Accretion / Dilution 266.0 11.9 277.9 266.0 20.7 286.7 266.0 29.5 295.5 266.0 38.5 304.5 266.0 59.7 325.7 266.0 68.4 334.4 266.0 77.1 343.1 266.0 85.8 351.8 Note: Market data current as of February 19, 2016. (1) Curry and Intuit estimates based on mean consensus analyst research estimates as of February 19, 2016. (2) Assumes a 4.5% cost of debt, and 0.5% cost of cash foregone. Assumes no debt repayment during the projection period. (3) Assumes a 34% blended tax rate (Curry tax rate of 10% and Intuit tax rate of 34%). (4) Assumes a 33% blended tax rate (Curry tax rate of 10% and Intuit tax rate of 34%). 51 CONFIDENTIAL | DRAFT Illustrative CY17E Pro Forma LFCF / Share Impact Illustrative CY16E Pro Forma LFCF / Share Impact Pro Forma Diluted LFCF / Share $5.70 $5.53 $5.36 $5.21 $5.26 $5.12 $4.99 $4.87 From Standalone LFCF / Share of $6.00(0.29) (0.47) (0.63) (0.79) (0.74) (0.87) (1.00) (1.13) % Accretion (Dilution)(5%)(8%)(11%)(13%)(12%)(15%)(17%)(19%) Pre-Tax Synergies / (Cushion) to Breakeven $121 $200$279$360$359$437$515 $593 Pro Forma Diluted LFCF / Share $3.68 $3.57 $3.46 $3.36 $3.53 $3.44 $3.36 $3.27 From Standalone LFCF / Share of $4.00(0.32) (0.43) (0.54) (0.64) (0.47) (0.56) (0.64) (0.73) % Accretion (Dilution)(8%)(11%)(13%)(16%)(12%)(14%)(16%)(18%) Pre-Tax Synergies / (Cushion) to Breakeven $137 $190 $243$297$234$286$339$391 Illustrative Share Price: Implied Premium to Current: Illustrative Pro Forma LFCF Impact Max 3.5x Leverage Scenario 100% Stock Scenario $70.00 $80.00 $90.00 $100.00 24%42%60%78% $70.00 $80.00 $90.00 $100.00 24%42%60%78%

Exhibit (c)(2)

Project Warriors Materials for Discussion DRAFT Preliminary | Subject to Further Review and Evaluation June 6, 2016

Agenda 2 CONFIDENTIAL | DRAFT •Situation Overview •Curry Trading and Financial Summary •Illustrative Preliminary Curry Valuation Analyses •Detail on Potential Partners •Appendix -Additional Detail on Curry -Price and Multiple Evolution of Selected Companies -Additional Financial Information -Illustrative Cost of Capital Calculation

Situation Overview

Bogut Proposal and Key Considerations 4 CONFIDENTIAL | DRAFT Key Considerations • Does Bogut’s proposal form the basis for further discussions? – Evaluate proposal versus standalone plan – Should the Board conclude to engage with Bogut, how should the company respond? • Make a counter proposal • Ask Bogut to rebid • Does it make sense to reach out to other parties? – Are there any motivated potential strategic acquirors of Curry? – Would Larry Ellison support a sale of the company to a party other than Bogut? – Ensure confidentiality and minimize leak risk • Requested an exclusivity period ending June 26, 2016 Exclusivity • Approval of a majority of the shares of Curry not owned by Larry Ellison, his children or any of their controlled entities or affiliates (approximately 49% of shares outstanding) • Approval by Curry’s Special Committee Shareholder Vote • Per Share Price: $100.00 per share • Consideration Type: All cash • Fully Diluted Equity Value: $8.4 billion Bogut Proposal

Illustrative Transaction Statistics ($MM) Note: Current market prices as of June 2, 2016. (1) Closing share price the day prior to submission of Bogut proposal. (2) Common shares outstanding from Curry 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. (3) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (4) Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. 5 CONFIDENTIAL | DRAFT Illustrative Share Price: Curry Current $83.57 June 1, 2016 Bogut Proposal Illustrative Curry Transaction Statistics $102.50 $105.00 $107.50 $110.00 $112.50 $115.00 $117.50 $120.00 $122.50 $125.00 $100.00 Implied Transaction Premium Statistic Premium to Current Price $83.57 0% 20% 23% 26% 29% 32% 35% 38% 41% 44% 47% 50% Premium to May 31, 2016 Price (1) 79.31 5% 26% 29% 32% 36% 39% 42% 45% 48% 51% 54% 58% Premium to June 1, 2016 Bogut Proposal 100.00 (16%) 0% 2% 5% 8% 10% 13% 15% 18% 20% 23% 25% Premium to 30-Day Average Price 78.30 7% 28% 31% 34% 37% 40% 44% 47% 50% 53% 56% 60% Premium to 60-Day Average Price 73.27 14% 36% 40% 43% 47% 50% 54% 57% 60% 64% 67% 71% Premium to LTM High Share Price 99.73 (16%) 0% 3% 5% 8% 10% 13% 15% 18% 20% 23% 25% Premium to LTM Low Share Price 53.11 57% 88% 93% 98% 102% 107% 112% 117% 121% 126% 131% 135% Premium to LTM Average Share Price 81.27 3% 23% 26% 29% 32% 35% 38% 41% 45% 48% 51% 54% Implied Valuation & Multiples Fully-Diluted Shares (2) 84.0 Fully-Diluted Equity Value $7,018 Plus: Note Payable to Oracle (3) 5 Plus: Market Value of Convertible Notes (4) 310 Plus: Make Whole Premium (4) - Less: Cash (3) (378) Fully-Diluted Enterprise Value 6,956 Premium to Current Enterprise Value 0% 84.2 $8,423 5 310 19 (378) 8,380 20% 84.3 84.3 84.3 84.4 84.4 84.4 84.4 84.5 84.5 84.5 $8,637 $8,851 $9,065 $9,279 $9,493 $9,706 $9,920 $10,134 $10,348 $10,562 5 5 5 5 5 5 5 5 5 5 310 310 310 310 310 310 314 320 327 334 22 25 29 33 37 41 41 38 36 34 (378) (378) (378) (378) (378) (378) (378) (378) (378) (378) 8,597 8,813 9,032 9,250 9,468 9,685 9,903 10,120 10,339 10,558 24% 27% 30% 33% 36% 39% 42% 45% 49% 52%

Illustrative Transaction Statistics (CONTINUED) ($MM) 8.2x 8.7x 8.9x 10.2x Note: Current market prices as of June 2, 2016. (1) Common shares outstanding from Curry 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. (2) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (3) Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. Value shown represents make whole value above principal value. (4) Based on mean Wall Street consensus analyst research estimates as of June 2, 2016. (5) LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. (6) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. 6 CONFIDENTIAL | DRAFT Illustrative Share Price: Curry Current $83.57 June 1, 2016 Bogut Proposal Illustrative Curry Transaction Statistics $102.50 $105.00 $107.50 $110.00 $112.50 $115.00 $117.50 $120.00 $122.50 $125.00 $100.00 Implied Valuation & Multiples Fully-Diluted Equity Value (1) $7,018 Fully-Diluted Enterprise Value (2)(3) 6,956 $8,423 8,380 $8,637 $8,851 $9,065 $9,279 $9,493 $9,706 $9,920 $10,134 $10,348 $10,562 8,597 8,813 9,032 9,250 9,468 9,685 9,903 10,120 10,339 10,558 Street Estimates (4) Revenue Multiples Statistic NTM Rev Mults : LTM (3/31/16) (5) $793 8.8x CY16E 967 7.2 Ariba 7.8x 10.6x 8.7 EloquaSuccessFactors DemandwareConcur 10.8x 11.1x 11.4x 11.7x 11.9x 12.2x 12.5x 12.8x 13.0x 13.3x 8.9 9.1 9.3 9.6 9.8 10.0 10.2 10.5 10.7 10.9 NTM (3/31/17) (5) 1,029 6.8 8.1 8.4 8.6 8.8 9.0 9.2 9.4 9.6 9.8 10.0 10.3 CY17E 1,229 5.7 LFCF Multiples LTM (3/31/16) (5) $52 135.0x CY16E 89 79.0 NTM (3/31/17) (5) 107 65.5 CY17E 124 56.7 6.8 162.0x 94.8 78.6 68.1 7.0 7.2 7.4 7.5 7.7 7.9 8.1 8.2 8.4 8.6 166.1x 170.2x 174.3x 178.4x 182.5x 186.7x 190.8x 194.9x 199.0x 203.1x 97.2 99.6 102.0 104.4 106.8 109.3 111.7 114.1 116.5 118.9 80.6 82.6 84.6 86.6 88.6 90.5 92.5 94.5 96.5 98.5 69.8 71.5 73.3 75.0 76.7 78.5 80.2 81.9 83.6 85.4 Preliminary Management Forecast (6) Revenue Multiples Statistic CY16E $960 7.2x CY17E 1,218 5.7 LFCF Multiples CY16E $88 80.0x CY17E 113 62.0 8.7x 6.9 96.1x 74.4 9.0x 9.2x 9.4x 9.6x 9.9x 10.1x 10.3x 10.5x 10.8x 11.0x 7.1 7.2 7.4 7.6 7.8 8.0 8.1 8.3 8.5 8.7 98.5x 100.9x 103.4x 105.8x 108.3x 110.7x 113.1x 115.6x 118.0x 120.4x 76.3 78.2 80.1 82.0 83.8 85.7 87.6 89.5 91.4 93.3

Curry Trading and Financial Summary

Curry Long-Term Trading Performance December 20, 2007 (Since IPO) to June 2, 2016 Price $140.00 NTM Rev Mult. 2010 2011 2012 2013 2014 2015 2016YTD $27.11 47.73 67.30 111.56 119.63 107.87 83.57 $12.13 25.34 38.51 65.94 71.42 79.28 53.11 $17.44 33.92 52.62 89.16 93.48 92.72 69.91 8.5x 12.5 14.3 19.3 18.2 13.3 8.0 4.0x 7.1 9.7 12.5 10.0 7.6 4.8 5.7x 9.6 12.1 16.0 13.0 9.9 6.3 17.5x $120.00 15.0x Bogut 6/1/16 Proposal: $100.00 $100.00 12.5x Price: $83.57 $80.00 10.0x $60.00 7.5x NTM Rev Mult: 6.8x $40.00 5.0x $20.00 2.5x $0.00 0.0x Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Source: Capital IQ. 8 CONFIDENTIAL | DRAFT Current $83.57 6.8x Curry Trading Overview Price NTM Rev Mult High Low Average High Low Average

Curry Short-Term Trading Performance January 2, 2015 to June 2, 2016 NTM Rev Mult. Price $110.00 13.0x Price Reaction: (8%) Bogut 6/1/16 Proposal: $100.00 $100.00 11.5x $90.00 10.0x Price: $83.57 $80.00 8.5x $70.00 7.0x Announced Q3’15 Revenue of NTM Rev Mult: 6.8x $60.00 5.5x $50.00 4.0x Jan-15 Mar-15 May-15 Jul-15 Sep-15 Nov-15 Jan-16 Mar-16 May-16 Source: Capital IQ. 9 CONFIDENTIAL | DRAFT January 29, 2015: Announced Q4’14 Revenue of $158M vs. guided revenue of $154M - July 23, 2015: Announced Q2’15 Revenue of $177M vs. guided revenue of $156M vs. street $170M - $172M vs. street April 28, 2016: expectations of $172M. Announced Q1’16 Revenue of Price Reaction: +8% $217M vs. guided revenue of $212M - 214M vs. street expectations of $213M. expectations of $155M January 28, 2016: Announced Q4’15 Revenue of $206M vs. guided revenue of $202M - 205M vs. street Price Reaction: +4% expectations of $205M. April 23, 2015: Announced Q1’15 Revenue of $165M vs. guided revenue of $160M - Price Reaction: +6% $162M vs. street expectations of $162M. Announced acquisition of Bronto Software for $200M. October 22, 2015: Price Reaction: (5%) $193M vs. guided revenue of $192M - $194M vs. street expectations of $193M. Price Reaction: (7%)

Summary ofPreliminary Curry Management Plan ($MM, except for per share prices) Calendar Year '15A - '21E 210 268 327 390 468 561 25% 62 79 100 126 159 198 25% 82 84 86 89 91 94 14% 14% 16% 19% 21% 24% 88 113 181 278 408 573 50% Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. Source: Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. 10 CONFIDENTIAL | DRAFT Annual Financials 2014A 2015A 2016E 2017E 2018E 2019E 2020E 2021ECAGR Recurring$448$593 Non-Recurring109148 Revenue$556$741 $751$949$1,206$1,539$1,957$2,46227% $960$1,218$1,533$1,929$2,425$3,02326% % Growth34%33% 30%27%26%26%26%25% Non-GAAP Gross Profit398521 % Margin72%70% Research and Development78103 Sales and Marketing252343 General and Administrative3953 Total Operating Expenses369499 % of Revenue66%67% Non-GAAP Operating Income2922 6518301,0621,3691,7542,20527% 68%68%69%71%72%73% 12516520726032740826% 4215246437979821,18523% 6087699511,1831,4681,79124% 63%63%62%61%61%59% 446111118528541463% % Margin5%3% 5%5%7%10%12%14% Non-GAAP Net Income2918 % Margin5%2% Non-GAAP EPS$0.32$0.22 % Growth23%(31%) Average Shares7880 37529917026739167% 4%4%6%9%11%13% $0.45$0.62$1.15$1.92$2.93$4.1863% 101%39%85%68%52%43% Memo: Cash Flow from Operations$75$100 % Margin13%14% Capital Expenditures(24)(50) Levered Free Cash Flow5150 $138$174$253$368$520$71239% (50)(60)(72)(91)(112)(139) % Margin9%7% 9%9%12%14%17%19% Revenue Mix: Recurring80%80% Non-Recurring20%20% 78%78%79%80%81%81% 22%22%21%20%19%19% Operating Expense - % of Revenue: Research and Development 14% 14% Sales and Marketing 45% 46% General and Administrative 7% 7% 13%14%13%13%13%13% 44%43%42%41%41%39% 6%7%7%7%7%7% Summary of Assumptions • Bookings growth drives revenue – model assumes that bookings growth decreases in the projection period (25% in CY2016E down to 22% in terminal year) • Slight increase in recurring bookings as a percentage of total bookings from 52% up to 58% • Improvements in both recurring (85.4% to 86.7%) and non-recurring (4.8% to 12.5%) gross margins during the projection period • Slight improvement in sales productivity over the projection period ($0.88 in CY2016E down to $0.85 in terminal year) • Other operating expense line-items largely held flat as a percentage of revenue

Comparison ofCurry Street and Preliminary Curry Management Plan Actuals Forecast Actuals Forecast Actuals Forecast $4.18 Historical 2012A – 2015A CAGR: 34% Historical 2012A – 2015A CAGR: (5%) $3,023 S R: 27% S R: 65% $2,425 Management 2015A – 2021E CAGR: 26% Management 2015A – 2021E CAGR: 63% $0.46 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Actuals Forecast Forecast Actuals Forecast Actuals Historical 2012A – 2015A CAGR: (1%) Historical 2012A – 2015A CAGR: 6% S R: 63% S R: 48% Management 2015A – 2021E CAGR: 63% Management 2015A – 2021E CAGR: 50% $124 $163 $43 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. 11 (1) (2) Based on Wall Street mean consensus analyst research estimates as of June 2, 2016. CONFIDENTIAL | DRAFT Curry Management to Qatalyst in February 2016. Based on Preliminary Curry Management Plan provided by Legend treet 2015A – 2018E CAG $42 $42 $51 $50 $573 $408 $278 $181 $89 $88 $113 treet 2015A – 2018E CAG $22 $24 $29 $22 $414 $285 $185 $111 $69 $44 $94 $61 7% 6% 5% 3% 14% 12% 10% 7% 6% 5% 6% 5% 4% Non-GAAP Operating Margin (%) Non-GAAP Operating Profit ($MM) Levered Free Cash Flow ($MM) treet 2015A – 2018E CAG $0.26 $0.26 $0.32 $0.22 $2.93 $1.92 $1.15 $0.73 $0.99 $0.45 $0.62 treet 2015A – 2018E CAG $741 $556 $309 $415 $1,929 $1,533 $1,229 $967$1,527 $1,218 $960 34% 34% 33% 31% 30% 30% 27% 26% 26% 26% 25% 27% 24% Revenue Growth (%) Non-GAAP Earnings Per Share ($) Revenue ($MM) Historical Street (1) Prelim. Curry Mgmt Plan (2)

Comparison ofCurry Street and Preliminary Curry Management Plan (CONTINUED) ($MM, except per share amounts) Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. Numbers may not add due to rounding. (1) Based on mean Wall Street consensus analyst research estimates as of June 2, 2016. (2) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. 12 CONFIDENTIAL | DRAFT Q2 2 Prelim. Street (1) Mgmt (2) 016E Mgmt from Street CY2 Prelim. Street (1) Mgmt (2) 016E Mgmt from Street CY2 Prelim. Street (1) Mgmt (2) 017E Mgmt from Street $ % $ % $ % Revenue$231$231 $00% $967$960 (7)(1%) $1,229$1,218 ($11)(1%) Annual Growth30%30% Non-GAAP Gross Profit160155 Gross Margin69%67% Non-GAAP Operating Income43 Operating Margin2%1% Non-GAAP Net Income31 Net Margin1%0% 9 bps (5)(3%) (234 bps) (1)(23%) (38 bps) (1)(56%) (62 bps) 30%30% 674651 70%68% 4344 4%5% 3737 4%4% (93 bps) (22)(3%) (183 bps) 13% 15 bps (1)(2%) (4 bps) 27%27% 860830 70%68% 6961 6%5% 6152 5%4% (22 bps) (30)(4%) (187 bps) (8)(11%) (58 bps) (9)(14%) (67 bps) Non-GAAP EPS$0.03$0.01 ($0.02)(56%) $0.46$0.45 ($0.01)(2%) $0.73$0.62 ($0.11)(15%) Annual Growth47%(36%) WASO 80.3 81.8 Cash Flow from Operations$29$26 % of Revenue12%11% - 1.52% (2)(8%) (100 bps) 106%101% 81.782.0 $142$138 15%14% (474 bps) 0.40% ($4)(3%) (35 bps) 59%39% 83.984.2 $184$174 15%14% (2,023 bps) 0.40% ($11)(6%) (74 bps) Levered Free Cash Flow16--- 8988 (1)(1%) 124113 (10)(8%) LFCF Margin7%-- 9%9% (5 bps) 10%9% (77 bps) Curry Annual Financial Results Curry Quarterly Financial Results Q2 2016E Management Guidance Revenue: $229MM - $231MM Non-GAAP EPS: $0.02 - $0.03 CFO: $27MM - $29MM 2016E Management Guidance Revenue: $955MM - $975MM Non-GAAP EPS: $0.42 - $0.47 CFO: $140MM - $145MM

Summary of Selected Analyst Estimates ($MM, except per share amounts) Valuation Methodologies(2) Broker Recommendations 05/18/16 Barclays Hold 74.00 5.0x CY17E Revenue 05/18/16 Deutsche Bank Buy 95.00 6.0x CY17E Revenue 05/18/16 Nomura Hold 95.00 DCF 05/17/16 Pacific Crest Hold - - 04/30/16 FBN Buy 100.00 DCF 04/29/16 BTIG Hold - DCF 04/29/16 DA Davidson (1) Buy 130.00 8.3x CY17E Revenue / DCF 04/29/16 JP Morgan Buy 94.00 6.5x CY17E Revenue 04/29/16 MKM Buy 92.00 7.0x CY16E Billings 04/29/16 Piper Jaffray Hold 81.00 5.2x CY17E Revenue 04/29/16 Societe Generale Sell 76.00 5.5x CY17E Revenue 04/29/16 William Blair Buy - - 04/28/16 Stifel Hold - - Note: Statistics exclude stock-based compensation expense and amortization of intangibles. 13 (1) DA Davidson price target based on 12-18 month price target. CONFIDENTIAL Brokers using multiple valuation methodologies included multiple times. | DRAFT (2) DA Davidson (1) JMP FBN Canaccord Deutsche Bank Nomura FBR JP Morgan RBC SunTrust MKM Credit Suisse Mitsubishi BNP Paribas Piper Jaffray Macquarie Societe Generale Barclays Mizuho BAML Morgan Stanley $130 $100 $100 $100 $95 $95 $94 $94 $93 $93 $92 $90 $87 $82 $81 $76 $76 $74 $70 $70 $60 Median $92.00 Mean88.19 Max$130.00 Min60.00 Bogut 6/1/16 Proposal represents a ~9% premium to the median price target 04/28/16CanaccordBuy100.006.6x CY17E Revenue / 61.0x CY17E LFCF 04/29/16SunTrustBuy93.007.0x CY16E Revenue / DCF 04/29/16Raymond JamesSell--04/29/16Morgan StanleySell60.0018.0x Discounted CY21E FCF 04/29/16MitsubishiBuy87.001.7x CY17E Price / Earnings / Growth 04/29/16FBRBuy94.006.0x CY17E Revenue 04/29/16Credit SuisseBuy90.006.8x CY16E Revenue Price Targets Current Price: $83.57 04/29/16BAMLSell70.004.6x CY17E Revenue 05/17/16RBCBuy93.006.0x CY17E Revenue 05/17/16MizuhoHold70.004.5x CY17E Revenue 05/18/16JMPBuy100.006.3x CY17E Revenue 05/18/16BNP ParibasHold82.006.5x CY16E Revenue Sell 15% Buy 50% Hold 35% DCF 7 LFCFRevenue 116 1 BrokerPrice DateCompanyRec.TargetValuation Methodology 05/19/16MacquarieHold$76.004.9x CY17E Revenue

Summary of Selected Analyst Estimates (CONTINUED) ($MM, except per share amounts) 05/18/16 Barclays 966 1,209 - 30% 25% - 5% 6% - 0.47 0.77 - 9% 8% - 05/18/16 Deutsche Bank 974 1,248 - 31% 28% - 4% 5% - 0.48 0.79 - - - - 05/18/16 Nomura 972 1,224 1,538 31% 26% 26% 5% 6% 6% 0.47 0.68 0.88 9% 9% 8% 05/17/16 Pacific Crest 965 1,224 - 30% 27% - 4% 5% - 0.44 0.66 - 9% 10% - 04/30/16 FBN 965 1,231 - 30% 28% - 4% 5% - 0.44 0.71 - - - - 04/29/16 BTIG 965 1,220 - 30% 26% - 4% 5% - 0.44 0.67 - - - - 04/29/16 DA Davidson 966 1,240 - 30% 28% - 4% 6% - 0.45 0.78 - 9% 11% - 04/29/16 JP Morgan 958 1,171 - 29% 22% - 5% 7% - 0.43 0.54 - 9% 9% - 04/29/16 MKM 966 1,218 - 30% 26% - 4% 6% - 0.47 0.72 - 9% 11% - 04/29/16 Piper Jaffray 965 1,224 - 30% 27% - 4% 5% - 0.46 0.73 - 9% 10% - 04/29/16 Societe Generale 967 1,222 1,521 30% 26% 24% - - - - - - 9% 10% - 04/29/16 William Blair 965 1,212 - 30% 26% - 4% 5% - 0.45 0.71 - - - - 04/28/16 Stifel 964 1,233 - 30% 28% - 4% 8% - 0.46 0.95 - 10% 11% - Note: Statistics exclude stock-based compensation expense and amortization of intangibles. 14 (1) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. CONFIDENTIAL | DRAFT Median $966 $1,228 $1,525 30%27%24%4%5%6%$0.46 $0.73 $0.93 9%10%11% Mean 967 1,229 1,527 30%27%24%4%6%6%0.46 0.73 0.99 9%10%11% Max $974 $1,281 $1,561 31%32%27%5%8%8%$0.48 $0.95 $1.31 10%12%13% Min 958 1,171 1,492 29%22%22%4%4%4%0.43 0.54 0.77 8%9%8% Curry Preliminary Management (1) $960 $1,218 $1,533 30%27%26%5%5%7%$0.45 $0.62 $1.15 9%9%12% 04/28/16 Canaccord 970 1,228 - 31% 27% - 5% 6% - 0.47 0.79 - 9% 11% - 04/29/16 SunTrust 965 1,242 - 30% 29% - 4% 5% - 0.46 0.66 - 8% 9% - 04/29/16 Raymond James 972 1,239 - 31% 28% - 4% 5% - 0.45 0.69 - 10% 10% - 04/29/16 Morgan Stanley 970 1,220 1,492 31% 26% 22% 4% 5% 6% 0.45 0.69 0.98 9% 11% 13% 04/29/16 Mitsubishi 970 1,246 - 31% 28% - 4% 5% - 0.45 0.76 - - - - 04/29/16 FBR 967 1,229 - 31% 27% - 5% 6% - 0.48 0.85 - - - - 04/29/16 Credit Suisse 973 1,281 - 31% 32% - 4% 5% - 0.47 0.74 - 9% 12% - 04/29/16 BAML 966 1,227 1,525 30% 27% 24% 4% 4% 4% 0.45 0.59 0.77 9% 10% 10% 05/17/16 RBC 968 1,236 - 31% 28% - 4% 5% - 0.46 0.76 - 9% 10% - 05/17/16 Mizuho 960 1,195 - 29% 25% - 5% 6% - 0.45 0.75 - 10% 10% - 05/18/16 JMP 970 1,268 - 31% 31% - 4% 6% - 0.46 0.72 - 9% 10% - 05/18/16 BNP Paribas 973 1,230 - 31% 26% - - - - - - - 8% 9% - Revenue Rev. Growth % Operating Margin Earnings Per Share LFCF (% of Revenue) Date Company CY16E CY17E CY18E CY16E CY17E CY18E CY16E CY17E CY18E CY16E CY17E CY18E CY16E CY17E CY18E 05/19/16 Macquarie $966 $1,228 1,561 30% 27% 27% 4% 6% 8% $0.44 $0.72 1.31 10% 11% 12%

Illustrative Preliminary Curry Valuation Analyses

Long-Term NTM Revenue Multiples Over Time January 4, 2010 to June 2, 2016 2010 2011 2012 2013 2014 2015 2016YTD 5.7x 9.6 12.1 16.0 13.0 9.9 6.3 7.1x 7.7 6.1 6.5 6.5 6.7 6.1 - 13.8 11.0 14.0 10.4 9.3 4.9 - - 25.3 24.2 19.8 12.6 8.8 - - 14.5 13.5 13.3 12.2 8.5 3.8x 5.1 6.6 8.1 7.8 7.9 7.1 - 10.1 10.1 12.2 9.0 5.8 4.8 NTM Rev Mult. 20.0x 17.5x 15.0x 12.5x 10.0x WDAY: 9.5x NOW: 8.7x ULTI: 7.5x Curry: 6.8x CRM: 6.6x CSOD: 5.5x LNKD: 4.5x 7.5x 5.0x 2.5x 0.0x Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Source: CapitalIQ. 16 CONFIDENTIAL | DRAFT Current6.8x6.6x4.5x9.5x8.7x7.5x5.5x Average NTM Revenue Multiples Curry CRM LNKD WDAY NOW ULTI CSOD

Short-Term NTM Revenue Multiples Over Time January 2, 2015 to June 2, 2016 Q1'CY15 Q2'CY15 Q3'CY15 Q4'CY15 Q1'CY16 Q2'CY16TD 11.7x 10.4 9.4 8.3 6.0 6.6 6.3x 7.0 6.7 6.9 5.9 6.4 11.2x 9.4 8.1 8.7 5.3 4.2 14.7x 13.6 11.3 10.9 8.4 9.3 12.9x 12.5 11.5 11.8 8.5 8.6 7.7x 7.8 7.9 8.2 6.9 7.3 6.1x 5.5 6.2 5.5 4.6 5.1 NTM Rev Mult. 17.5x 15.0x 12.5x 10.0x WDAY: 9.5x NOW: 8.7x 7.5x ULTI: 7.5x Curry: 6.8x CRM: 6.6x CSOD: 5.5x LNKD: 4.5x 5.0x 2.5x Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Source: CapitalIQ. 17 CONFIDENTIAL | DRAFT Current 6.8x 6.6x 4.5x 9.5x 8.7x 7.5x 5.5x Average NTM Revenue Multiples Curry CRM LNKD WDAY NOW ULTI CSOD

CY16E Operating Statistics of Selected Companies 30% 30% 27% 26% 25% 24% 21% 17% 70% 68% 64% 1% 1% 24% 20% 10% 10% 9% 9% Source: Capital IQ, company filings, and Wall Street research as of June 2, 2016. (1) Based on Wall Street mean consensus analyst research estimates as of June 2, 2016. 18 (2) Based on Preliminary Curry Management Plan provided by CONFIDENTIAL | DRAFT Curry Management to Qatalyst in February 2016. CY16E LFCF Margin CY16E Op. Margin CY16E Gross Margin CY15A-CY16E Revenue Growth Legend Median: 10%Median: 31% 31%31% 9%9% Curry CurryNOWCRMLNKDCSODULTIWDAYADBERHT Street(1)Mgmt(2) Median: 7% 21%14%12% Median: 28 32%23 % % 4%5% (4%) Curry CurryULTICRMNOWCSODWDAYLNKDADBERHT Street(1)Mgmt(2) Median: 74%Median: 86% 87%77%75%72%72%87%86% Curry CurryLNKDCRMNOWCSODWDAYULTIADBERHT Street(1)Mgmt(2) 36%34%Median: 27%Median: 19% Curry CurryNOWWDAYCSODULTILNKDCRMADBERHT Street(1)Mgmt(2) Selected SaaS Selected Large-Cap High Growth Software

CY17E Operating Statistics of Selected Companies 31% 30% 27% 27% 24% 22% 21% 20% 20% 70% 68% 64% 24% 5% 4% 0% 14% 13% Source: Capital IQ, company filings, and Wall Street research as of June 2, 2016. (1) Based on Wall Street mean consensus analyst research estimates as of June 2, 2016. 19 (2) Based on Preliminary Curry Management Plan provided by CONFIDENTIAL | DRAFT Curry Management to Qatalyst in February 2016. CY17E LFCF Margin CY17E Op. Margin CY17E Gross Margin CY16E-CY17E Revenue Growth Legend Median: 14% 25%20% Median: 31% 32%31% 10%9% 12%11% Curry CurryNOWCRMLNKDCSODWDAYULTIADBERHT Street(1)Mgmt(2) Median: 10% 22%16%15% Median: 29 35% % 6%5% Curry CurryULTINOWCRMCSODWDAYLNKDADBERHT Street(1)Mgmt(2) Median: 75%Median: 87% 87%77%77%74%73%87%87% Curry CurryLNKDCRMNOWWDAYCSODULTIADBERHT Street(1)Mgmt(2) Median: 23% Median: 18% 15% Curry CurryWDAYNOWCSODULTICRMLNKDADBERHT Street(1)Mgmt(2) Selected SaaS Selected Large-Cap High Growth Software

CY16E / NTM Trading Statistics of Selected Companies 8.7x 7.9x 7.2x 6.9x 5. 5.8x 84.4x 51.0x 41.6x 36.2x – 8x 65.5x 62.3x – Source: Capital IQ, company filings, and Wall Street research as of June 2, 2016. Multiples greater than 100.0x or negative noted as dashes. 20 (1) Based on Wall Street mean consensus analyst research estimates as of June 2, 2016. CONFIDENTIAL | DRAFT Unlevered Free Cash Flow estimates based on LFCF estimates adjusted for interest expense. (2) NTM UFCF Multiple (2) CY16E LFCF Multiple CY16E Revenue Multiple Legend 75.0x73.2xMedian: 37.1x Median: 21. 25.3x 18 .2x 37.1x36.9x31.3x CurryCurry @ $100ULTILNKDCSODNOWCRMWDAYADBERHT Street(1) Per Share (1) 94.8xMedian: 51.0x Median: 24.9x 28.7x21.0x 79.0x 60.8x CurryCurry @ $100ULTICSODLNKDNOWCRMWDAYADBERHT Street(1) Per Share (1) Median: 7.4x 10.2x9.3x Median: 7.2x 8.4x 9x 7x 4. CurryCurry @ $100WDAYNOWULTICRMCSODLNKDADBERHT Street(1) Per Share (1) Selected SaaS Selected Large-Cap High Growth Software

CY17E Trading Statistics of Selected Companies 7.2x 6.5x 5.7x 5x 31.0x 30.5x 29 18 Source: Capital IQ, company filings, and Wall Street research as of June 2, 2016. Multiples greater than 100.0x or negative noted as dashes. 21 (1) Based on Wall Street mean consensus analyst research estimates as of June 2, 2016. CONFIDENTIAL | DRAFT CY17E LFCF Multiple CY17E Revenue Multiple Legend Median: 33.8x 68.1x71.1x Median: 20. .3x .0x 60.8x 56.7x 36.6x 23.0x CurryCurry @ $100WDAYULTICSODLNKDNOWCRMADBERHT Street(1) Per Share (1) Median: 6.1x 7.8x Median: 6.1x 7.0x 2x 6.8x 5.7x 9x 5. 4.7x 3. CurryCurry @ $100WDAYNOWULTICRMCSODLNKDADBERHT Street(1) Per Share (1) Selected SaaS Selected Large-Cap High Growth Software

Illustrative Future Trading Based on Preliminary Curry Management Plan ($MM, except per share amounts) Premium / (Discount) to Current (3): 4.0x 5.1x $58.94 43.6x $73.41 35.0x $90.55 28.9x $111.89 25.1x $136.83 22.5x $58.94 (29%) $65.25 (22%) $71.54 (14%) $78.58 (6%) $85.42 2% Implied LFCF Multiple: 5.0x 6.3x $73.44 54.3x $90.87 43.5x $111.94 35.8x $137.42 31.0x $167.68 27.8x $73.44 (12%) $80.77 (3%) $88.45 6% $96.52 15% 5.7x 7.2x $82.85 61.4x $102.42 49.1x $125.80 40.4x $154.23 34.9x $188.09 31.3x $82.85 (1%) $91.04 9% $99.39 19% Curry & Salesforce Current CY17E Rev Multiple 6.0x 7.6x $87.67 65.1x $108.33 51.9x $132.82 42.8x $162.83 37.0x $198.54 33.1x $87.67 5% $96.30 15% 7.0x 8.9x $101.91 75.8x $125.50 60.4x $153.57 49.7x $188.24 42.9x $229.40 38.4x (1) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. (2) Assumes future cash balance based on cumulative free cash flow up until the year preceding the analysis. Assumes no issuance or pay down of debt. Assumes dilution estimates from Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. In-the-money convertible debt treated on a net share basis. Common shares outstanding from Curry 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (3) Current Curry share price of $83.57 as of June 2, 2016. 22 CONFIDENTIAL | DRAFT $101.91 $111.56 $121.34 $132.21 $143.21 22% 33% 45% 58% 71% $104.95 $114.36 $123.95 26% 37% 48% $108.32 $117.43 30% 41% $104.68 25% Present Value Per Share (Discounted at 12.5%) Current 1-Year 2-Year 3-Year 4-Year CY17E CY18E CY19E CY20E CY21E Future Value Per Share (2) Current 1-Year 2-Year 3-Year 4-Year CY17E CY18E CY19E CY20E CY21E Illustrative Implied CY17E Rev CY16E Rev Multiple Multiple Curry Financial Projections (1) '15A-'21E CY15A CY16E CY17E CY18E CY19E CY20E CY21E CAGR Revenue $741 % Growth 33% Non-GAAP Operating Income 22 Operating Income Margin 3% Levered Free Cash Flow 50 LFCF Margin 7% $960 $1,218 $1,533 $1,929 $2,425 $3,023 26% 30% 27% 26% 26% 26% 25% 44 61 111 185 285 414 63% 5% 5% 7% 10% 12% 14% 88 113 181 278 408 573 50% 9% 9% 12% 14% 17% 19% Shading represents values greater than Bogut’s 6/1/16 Proposal of $100.00 per share

Illustrative Future Trading Sensitivity 2 3 Preliminary Curry Management Plan (2) Revenue: Revenue Growth: Operating Income: Operating Margin: LFCF: LFCF Margin: $168.30 Range of CY17E Revenue Multiples $104.75 7.0x $102.79 $101.91 Current: 5.7x $88.46 $85.42 $78.58 $78.18 $75.50 $71.72 $71.54 $69.11 $68.18 $65.02 $65.25 4.0x $60.61 $59.46 $58.94 7.0x Revenue Multiple: Implied LFCF Multiple: $102.79 75.8x $125.05 60.4x $146.35 49.8x $171.69 43.0x $201.77 38.5x $101.91 75.8x $125.50 60.4x $153.57 49.7x $188.24 42.9x $229.40 38.4x $104.75 75.8x $132.85 60.4x $167.78 49.7x $212.46 42.8x $269.59 38.2x 5.7x Revenue Multiple: Implied LFCF Multiple: $83.57 61.4x $102.04 49.1x $119.96 40.5x $140.84 35.1x $165.71 31.5x $82.85 61.4x $102.42 49.1x $125.80 40.4x $154.23 34.9x $188.09 31.3x $85.15 61.4x $108.55 49.0x $137.30 40.4x $173.86 34.8x $220.71 31.2x 4.0x Revenue Multiple: Implied LFCF Multiple: $59.46 43.6x $73.15 35.0x $86.30 29.0x $102.12 25.2x $120.94 22.7x $58.94 43.6x $73.41 35.0x $90.55 28.9x $111.89 25.1x $136.83 22.5x $60.61 43.6x $77.74 34.9x $98.95 28.8x $125.95 25.0x $160.04 22.4x Note: Assumes future cash balance based on cumulative free cash flow up until the year preceding the analysis. Assumes no issuance or pay down of debt. Assumes dilution estimates from Preliminary Curry Management provided by Curry Management to Qatalyst in February 2016. In-the-money convertible debt treated on a net share basis. Common shares outstanding and balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuance in connection with the acquisition of a professional services firm. 23 (1) Revenue growth based on mean consensus analyst research estimates | DRAFT as of June 2, 2016. CONFIDENTIAL (2) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. Future Value Per Share Present Value Per Share (Discounted at 12.5%) $83.57 $90.71 $94.78 $98.91 $103.45 $82.85 $91.04 $99.39 $108.32 $117.43 $85.15 $96.49 $108.48 $122.11 $137.79 $149.21 $143.21 $132.21 $132.57 $125.96 $120.58 $121.34 $115.63 $118.09 Proposal: $100.00 $111.15 $111.56 Bogut 6/1/16 $99.91 $1,253$1,628$2,117$2,752$3,577 30%30%30%30%30% 30% $63$118$203$324$489 5%7%10%12%14% 68% $116$192$305$463$678 9%12%14%17%19% 54% $1,218$1,533$1,929$2,425$3,023 27%26%26%26%25% 26% $61$111$185$285$414 5%7%10%12%14% 63% $113$181$278$408$573 9%12%14%17%19% 50% $1,229$1,527$1,833$2,199$2,639 27%24%20%20%20% 24% $62$110$176$259$361 5%7%10%12%14% 60% $114$180$264$370$500 9%12%14%17%19% 47% Current2-Year3-Year4-Year5-Year '15A-'21E CAGR CY17ECY18ECY19ECY20ECY21E Current2-Year3-Year4-Year5-Year '15A-'21E CAGR CY17ECY18ECY19ECY20ECY21E Current2-Year3-Year4-Year5-Year '15A-'21E CAGR CY17ECY18ECY19ECY20ECY21E Sensitivity 1Extrapolated Street Revenue Sensitivity (1)

Summary of Preliminary Curry Management Plan Cash Flow Projections ($MM) 26% Revenue % Growth Non-GAAP Operating Income % Margin Less: Taxes Effective Tax Rate NOPAT % Margin Less: Capital Expenditures % of Revenue Plus: Depreciation % of Capital Expenditures Plus: Decrease in Working Capital % of Revenue Unlevered Free Cash Flow % of Revenue % Growth $744 – 34 5% (4) 13% 29 4% (37) 5% 21 57% 48 6% 61 8% – $1,218 27% 61 5% (8) 13% 53 4% (60) 5% 42 70% 79 7% 115 9% 39% $1,533 26% 111 7% (10) 9% 100 7% (72) 5% 54 75% 100 7% 182 12% 59% $1,929 26% 185 10% (13) 7% 172 9% (91) 5% 72 80% 125 7% 279 14% 53% $2,425 26% 285 12% (17) 6% 268 11% (112) 5% 95 85% 158 7% 409 17% 47% $3,023 25% 414 14% (116) 28% 298 10% (139) 5% 125 90% 196 7% 480 16% 17% 63% 58% 44% Source: Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. 24 CONFIDENTIAL | DRAFT Curry Standalone Financial Performance'15A-'Q2-'Q4Terminal'21E CY2016E CY2017E CY2018E CY2019E CY2020E CY2021ECAGR

Illustrative Preliminary Discounted Cash Flow Based on Preliminary Curry Management Plan ($MM, except per share amounts) Implied Perpetuity Growth Rate PV of Unlevered FCF (Q2'16E - CY2020E) PV of Terminal Value (CY2021E & Beyond) 5.3% $795 7,803 6.0% $795 9,363 6.5% $795 10,924 7.5% $749 7,084 8.2% $749 8,501 8.7% $749 9,918 9.7% $707 6,444 10.4% $707 7,733 10.9% $707 9,022 Implied Enterprise Value Plus: PV of Federal NOLs and Tax Credits (CY2021E & Beyond) (1) Plus: Cash (2) Less: Debt (2) Implied Equity Value $8,598 189 378 (315) 8,849 $10,159 189 378 (315) 10,410 $11,719 189 378 (315) 11,970 $7,834 159 378 (315) 8,055 $9,250 159 378 (315) 9,472 $10,667 159 378 (315) 10,889 $7,152 135 378 (315) 7,349 $8,440 135 378 (315) 8,637 $9,729 135 378 (315) 9,926 Premium/(Discount) to Current (4) 9% 28% 46% (1%) 16% 33% (9%) 6% 22% Note: Assumes mid-period discounting convention. (1) Based on Federal NOL and tax credits of $1,169MM as of December 31, 2020 per Curry Management. (2) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. In-the-money convertible debt treated on a net share basis. (3) Common shares outstanding from 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. (4) Based on Curry price of $83.57 as of June 2, 2016. 25 CONFIDENTIAL | DRAFT Implied Price Per Share - Assuming ~16% Dilution (3) $90.93 $106.70 $122.27 $82.91 $97.22 $111.54 $75.77 $88.79 $101.81 % of Enterprise Value in Terminal Value 91% 92% 93% 90% 92% 93% 90% 92% 93% Discount Rate: Terminal NTM UFCF Multiple: Implied Terminal NTM Revenue Multiple: Illustrative Present Value as of March 31, 2016 9.5% 11.75% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 4.0x4.8x5.6x4.0x4.8x5.6x 14.0% 25.0x 30.0x 35.0x 4.0x4.8x5.6x Summary of Valuation Assumptions - Unlevered free cash flow projections and terminal value discounted to March 31, 2016 (mid-period convention) - Cash flow excludes impact of stock based compensation, amortization of intangibles, restructuring and other non-recurring items - Portion of Federal NOLs and R&D tax credits used to shield taxes over projection period with the remaining balance valued separately - Weighted average cost of capital range of 9.5% to 14.0% - Terminal value calculated using NTM UFCF multiple range of 25.0x – 35.0x terminal year (CY21E) UFCF of $480MM - Assumes, per Curry Management, current Curry shareholders incur ~16% cumulative dilution through issuance of equity awards over the projected period

Illustrative Preliminary DCF Sensitivity Premium / (Discount) to Bogut 6/1/16 Proposal ($MM, except per share amounts) $71.59 (28%) $80.38 (20%) $91.08 (9%) $83.69 (16%) $94.15 (6%) $95.78 (4%) $65.15 (35%) $73.30 (27%) $83.05 (17%) $76.26 (24%) $85.80 (14%) $97.43 (3%) $87.24 (13%) $98.29 (2%) $59.44 (41%) $66.92 (33%) $75.90 (24%) $69.65 (30%) $78.38 (22%) $88.98 (11%) $79.66 (20%) $89.74 (10%) $80.93 (19%) $94.78 (5%) $73.79 (26%) $86.37 (14%) $98.94 (1%) $67.38 (33%) $78.89 (21%) $90.33 (10%) $94.61 (5%) $86.26 (14%) $96.82 (3%) $78.84 (21%) $88.47 (12%) $92.38 (8%) Note: Assumes mid-period discounting convention. (1) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. (2) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. In-the-money convertible debt treated on a net share basis. Common shares outstanding from 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. 26 CONFIDENTIAL | DRAFT $100.23 $117.90 $135.09 0% 18% 35% $109.73 $128.82 $147.72 10% 29% 48% $120.26 $141.08 $161.89 20% 41% 62% $103.88 $119.20 4% 19% $113.77 $130.26 14% 30% $106.20 $124.60 $142.69 6% 25% 43% $105.92 6% $101.14 $116.03 1% 16% $111.00 $127.05 11% 27% '15A-21E CAGR: 30% CY21E Revenue: $3,577 CY21E Op Margin: 11% CY21E Op Margin: 14% CY21E Op Margin: 17% $90.93 (9%) $106.70 $122.27 7% 22% $82.91 $97.22 (17%) (3%) $111.54 12% $75.77 $88.79 (24%) (11%) $101.81 2% $103.03 $121.01 $138.60 3% 21% 39% $93.93 $85.82 (6%) (14%) $100.80 $115.78 1% 16% $110.39 $126.53 10% 27% $108.63 9% Prelim Mgmt Forecast (1) '15A-21E CAGR: 26% CY21E Revenue: $3,023 CY21E Op Margin: 11% Prelim Mgmt Forecast (1) CY21E Op Margin: 14% CY21E Op Margin: 17% $102.06 2% $111.80 12% $106.92 $122.55 7% 23% $107.92 8% '15A-21E CAGR: 24% CY21E Revenue: $2,639 CY21E Op Margin: 11% CY21E Op Margin: 14% CY21E Op Margin: 17% Revenue SensitivityOp. Margin Sensitivity Discount Rate: Terminal NTM UFCF Multiple: Illustrative Present Value as of March 31, 2016 (2) 9.5% 11.75% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 14.0% 25.0x 30.0x 35.0x Shading represents values greater than Bogut’s 6/1/16 Proposal of $100.00 per share

Selected SaaS Transactions ($MM) 05/31/16 Marketo (1) Vista Equity Partners 1,789 1,700 7.5 5.9 - - 64% 68% 5% 139% 28% (7%) 04/18/16 Cvent Vista Equity Partners 1,647 1,502 8.0 6.5 - - 69% 66% (2%) 90% 23% 1% 06/04/13 ExactTarget Salesforce 2,671 2,570 7.9 6.5 - - 53% 56% 36% 88% 22% (6%) 08/27/12 Kenexa IBM 1,359 1,302 4.0 3.3 50.9 26.8 42% 89% 37% 219% 22% 8% 02/09/12 Taleo Oracle 2,056 1,940 6.3 5.3 - 46.1 18% 25% 9% 109% 18% 4% 10/24/11 RightNow Oracle 1,840 1,599 7.4 6.2 - 64.4 20% 38% 10% 117% 19% 5% 11/02/10 Art Technology Group Oracle 1,032 850 4.4 3.9 35.5 25.7 46% 35% 25% 95% 14% 15% 03/15/07 WebEx Cisco 3,163 2,818 7.4 6.1 37.7 31.8 23% 21% 19% 99% 21% 22% Source: Company press releases, Company filings, 451 Group and Wall Street research. Note: '-' = Not meaningful or not available. Multiples greater than 100.0x or negative considered not meaningful. (1) Represents 1-day and 20-day unaffected premiums as of May 9, 2016 and April 12, 2016, respectively. (2) LTM revenue pro forma for acquisition of Plateau. (3) Blackboard previously announced its retainer of a financial advisor in response to receiving acquisition offers; unaffected 1-day and 20-day premiums as of April 18, 2011 and March 22, 2011 were 21% and 27% respectively. (4) Reflects Bogut proposal submitted on June 1, 2016. (5) Based on Wall Street consensus estimates as of June 2, 2016. Common shares outstanding from Curry 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. Represents cash settlement of 2018 Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. 27 CONFIDENTIAL | DRAFT Legend Median:7.5x6.2x37.7x32.7x35%42%7%104%19%6% Mean:7.26.0 41.239.137%46%10%124%19%6% Max:12.6x10.2x65.9x78.6x69%89% 37%370%28%22% Min:2.6 2.3 20.116.2 4%10%(25%) 35% 9%(9%) Implied Curry Statistics @ $100.00 per share (4)(5):$8,423$8,38010.6x8.1x-78.6x20%30%0%88%30%7% 09/15/09 OmnitureAdobe1,8371,7355.14.751.344.124%52%(1%)183%9%11% 07/01/11 Blackboard (3)Providence Equity1,6381,7503.73.2 20.1 16.2 4%10%(8%)36%17%17% 12/03/11 SuccessFactors (2)SAP3,7483,49910.28.7-78.6 52%47%(1%)105%17%8% 05/22/12 AribaSAP4,6094,4378.87.8 65.9 33.520%32%13%103%13%14% 12/20/12 EloquaOracle9718859.88.2--31%34%(5%)82%19%(9%) 11/02/15 Constant ContactEndurance International1,105924 2.6 2.3 26.8x24.2x23%29%(25%)35%12%12% 09/18/14 ConcurSAP7,7688,286 12.6 10.2 --28%36%1%70%23%6% 12/20/13 ResponsysOracle1,6791,5728.16.9--38%66%35%370%18%6% 05/18/16 inContactNICE1,0599734.23.6--55%50%30%121%17%(4%) FD FD Transaction multiples Premium NTM LTM Annc. Equity Ent. Revenue LFCF LTM Rev. LFCF Date Target Acquiror Value Value LTM NTM LTM NTM 1-Day 20-Day High Low Growth Margin 06/01/16 DemandwareSalesforce$3,030$2,83411.2x8.9x--56%69%(1%)167%26%0% Max Statistic Min Statistic

Implied Curry Valuation at Selected Transaction Multiples 9/18/14 Concur SAP 7,768 8,286 12.6 10.2 - - 118.36 124.28 - - 5/22/12 Ariba SAP 4,609 4,437 8.8 7.8 65.9 33.5 84.22 96.18 41.59 43.49 (1) Common shares outstanding and balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. (2) LTM revenue pro forma for acquisition of Plateau. 28 CONFIDENTIAL | DRAFT Median: 10.2x 8.7x 65.9x 56.1x $96.48 $106.49 $41.59 $71.78 Mean: 10.5 8.8 65.9 56.1 99.53 107.32 41.59 71.78 Selected Public SaaS Transaction Median 7.5x 6.2x 37.7x 32.7x $71.48 $76.56 $24.44 $42.44 Bogut 6/1/16 Proposal (1) $8,423 $8,380 10.6x 8.1x 162.0x 78.6x $100.00 $100.00 $100.00 $100.00 12/3/11 SuccessFactors (2) SAP 3,748 3,499 10.2 8.7 - 78.6 96.48 106.49 - 100.08 12/20/12 Eloqua Oracle 971 885 9.8 8.2 - - 93.19 100.94 - - Selected High Multiple SaaS Transactions 6/1/16 Demandware Salesforce $3,030 $2,834 11.2x 8.9x - - $105.37 $108.71 - - FD FD Equity Enterprise Date Target Acquiror Value Value Transaction Multiples Implied Curry Transaction Share Price (1) Revenue LFCF LTM NTM LTM NTM Revenue LFCF LTM NTM LTM NTM

Selected Public Enterprise Software Transactions Selected Public Enterprise Software Transactions >$1Bn Transaction Value (N=67) 12.0x 10.0x SuccessFactors 8.0x 6.0x Solera Sybase 4.0x 2.0x 0.0x $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 Source: Company press releases, Company filings, 451 Group and Wall Street Research. (1) Common shares outstanding and balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuance in connection with the acquisition of a professio nal services firm. Assumes cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional share s based on indenture dated June 4, 2013. CONFIDENTIAL | DRAFT 29 Enterprise Value ($MM) OpswareConcur DemandwareAutonomy Eloqua Ariba Responsys ExactTarget Curry @ $100.00 / Share(1) Marketo WebEx Veritas BEA Systems McAfeePeoplesoft BMC Software Transactions SaaS Transactions NTM Revenue Multiple

Detail on Potential Partners

Selected Statistics of Potential Partners ($MM) Source: Capital IQ. Note: Prices as of June 2, 2016. (1) Per Salesforce Bank of America Commitment Letter dated May 31, 2016. CONFIDENTIAL | DRAFT 31 Selected Financial Metrics CY16E Operating Metrics FD EquityFD Ent.CashFinancial CY16E Multiples '15-16EGrossOperating ValueValueBalanceDebtRevP/ELFCFRevenue% GrowthMarginMargin Key Contacts $531,472$461,416$75,264$5,2086.5x22.2x26.6x$71,19917%63%41% Larry Page (CEO, Alphabet) Sundar Pichai (CEO, Google) Ruth Porat (CFO, Google) David Drummond (SVP, Alphabet Corporate Development) Don Harrison (VP, Alphabet Corporate Development) Diane Greene (SVP, Google Enterprise Business) $423,853$356,400$114,018$46,5653.8x19.6x17.6x$92,6665%64%30% Satya Nadella (CEO) Amy Hood (EVP and CFO) Marc Brown (Managing Director, Corporate Development; Global Head, M&A) Qi Lu (EVP, Applications and Services Engineering) Scott Guthrie (EVP, Cloud and Enterprise) Kurt DelBene (EVP, Corporate Strategy and Planning) Brad Smith (President and Chief Legal Officer) Bob Kelly (Corp Vice President, M&A Strategy and Business Development) $165,770$157,393$48,950$40,1064.2x14.3x12.6x$37,326(0%)80%43% Larry Ellison (Executive Chairman and CTO) Safra Catz (Co-CEO) / Mark Hurd (Co-CEO) Thomas Kurian (President) Doug Kehring (EVP, Chief of Staff and Head of Corporate Development) $97,742$103,573$5,272$11,1034.2x18.1x22.1x$24,4458%71%30% Bill McDermott (CEO) Hasso Plattner (Co-Founder and Chairman, Supervisory Board) Luka Mucic (CFO, COO) Arlen Shenkman (North American CFO) Monty Gray (SVP and Head of Corporate Development) $58,797$56,878 $3,715$1,797 6.9x84.9x36.2x$8,25224%77%14% Marc Benioff (CEO) Parker Harris (Co-Founder) John Somorjai (SVP, Corporate Development and Strategy) Mark Hawkins (EVP and CFO) Chris Hecht (VP, Corporate Development) Burke Norton (Chief Legal Officer) Alex Dayon (President, Products) Expected to finance its $2.8Bn acquisition of Demandware with cash and new term loan facility of $500MM(1) $28,661$28,020$1,641$1,0005.8x27.8x23.0x$4,8128%85%32% Brad Smith(Chairman and CEO) Scott Cook (Founder and Chairman of the Executive Committee) Neil Williams (EVP and CFO) Andrew Westergren (SVP, Chief Corporate Strategy and Development Officer)

Key Contacts and M&A History Ruth Porat (CFO, Google) Don Harrison (VP, Alphabet Corporate Development) • Strong position stemming from search enables Google to extend into adjacent markets • Massive scale through clusters of data centers gives Google an array of opportunities in the enterprise • Acquisition of Motorola Mobility indicates Google’s desire to protect its IP and vertically integrate • Revamp social strategy as Google lacks the mindshare of its competitors ($MM) 06/20/14 Dropcam 555 555 - - - - - - - - - - - - - 01/26/14 DeepMind 400 400 - - - - - - - - - - - - - 06/11/13 Waze 1,150 1,150 - - - - - - - - - - - - - 07/01/10 ITA Software 700 700 - - - - - - - - - - - - - 07/09/07 Postini 625 625 8.9 - - - - - - - - - - - - 10/09/06 YouTube 1,650 1,650 - - - - - - - - - - - - - Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 32 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. Median 10.3x 0.6x ### 42.0x 63% 84% 10% 90% 14 days 3 33% 04/13/07 DoubleClick 3,100 3,100 10.3 - - - - - - - - - - - - 11/09/09 AdMob 681 681 34.1 - - - - - - - - - - - - 08/15/11 Motorola Mobility 12,550 9,224 0.7 0.6 - 42.0 63% 84% 10% 90% No Exclusive 14 3 33% 01/13/14 Nest Labs 3,200 3,200 13.6 - - - - - - - - - - - - 06/10/14 Skybox Imaging 500 500 - - - - - - - - - - - - - 11/06/15 Bebop $380 $380 - - - - - - - - - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Prem. to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Larry Page (CEO, Alphabet) Sundar Pichai (CEO, Google) David Drummond (SVP, Alphabet Corporate Development) Diane Greene (SVP, Google Enterprise Business) Strengths • Google has successfully employed the Android platform to build a comprehensive mobile ecosystem • Has strengthened its position in enterprise by providing familiar Google technology to business settings Strategic Priorities • Further enhance Android operating system for users and developers • Continue to pursue its mission of organizing the world’s information through search, mobile and local M&A Process • Weekly M&A committee meetings to review all deals • Larry, Sergey and David Drummond very influential, while Eric Schmidt continues to account for one vote • Bottoms-up, “build vs. buy” approach is used to assess opportunities • Interesting technology and product fit / vision within Google is critical • A “must-own,” competitive asset will prompt Google to accelerate process significantly (e.g., YouTube, AdMob, Motorola) and do / pay what it takes to win, especially against key competitors • Hesitant to deliver term sheet until confident it will not be shopped • Employs a DCF-based valuation; synergies can be used to justify premiums

Key Contacts and M&A History • Marc Brown leads M&A execution on larger • Closer integration of Corporate historically been exclusively Business Unit larger team of corporate development and approvals required ($MM) 02/03/16 TouchType (Swiftkey) 250 250 - - - - - - - - - - - - - 01/20/15 Equivio 200 200 - - - - - - - - - - - - - 09/03/13 Nokia (Devices and Services) 4,988 4,988 0.3 - - - - - - - - - - - - 04/09/12 AOL Patents 1,056 1,056 - - - - - - - - - - - - - 01/08/08 Fast Search & Transfer 1,219 1,081 6.4 5.2 - - 42% 74% 4% 107% Yes Exclusive - 1 - Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 33 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. 05/18/07 aQuantive 6,380 6,064 13.6 10.3 - - 133% 158% 132% 233% No 4 Parties 56 3 - Median 10.3x 7.8x - - 88% 116% 68% 170% 56 days 2 05/10/11 Skype 7,918 8,500 9.9 - - - - - - - - - - - - 06/25/12 Yammer 1,200 1,200 60.0 - - - - - - - - - - - - 09/15/14 Mojang (Minecraft) 2,500 2,500 - - - - - - - - - - - - - 09/08/15 Adallom 250 250 - - - - - - - - - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Prem. to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Parties Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Contacted Length Bids 1st Offer 02/24/16 Xamarin $400 $400 10.7x - - - - - - - - - - - - Summary of Selected Recent Acquisitions Typical M&A Process: •New decision-making process being put in place with Satya Nadella and Amy Hood driving strategic direction transactions Development going forward, having focused •Diligence process in larger deals involves business unit team members •Formal process with committees and Key Contacts:Satya Nadella (CEO) Amy Hood (EVP and CFO) Marc Brown (Managing Director, Corporate Development; Global Head, M&A) Qi Lu (EVP, Applications and Services Engineering) Scott Guthrie (EVP, Cloud and Enterprise) Kurt DelBene (EVP, Corporate Strategy and Planning) Brad Smith (President and Chief Legal Officer) Bob Kelly (Corp Vice President, M&A Strategy and Business Development) Strengths • Leading market position in operating system, productivity, and data center software • Leading enterprise ecosystem with over 600,000 distribution partners • Large war chest available for strategic priorities with over $114Bn in cash and approximately $23Bn in annual free cash flow Strategic Priorities • Changing Microsoft into a mobile-first, cloud-first company • Accessing, analyzing, and leveraging data from any data source across applications and endpoints • Providing a platform to build consumer-quality and next-generation applications • Redefining and positioning productivity as a window for other enterprise applications • Re-intermediating and empowering IT organizations in an increasingly distributed IT environment • Driving Azure workloads and repositioning Azure as a high-end cloud platform

Key Contacts and M&A History Global Business Units and Corporate Development group with aid of transaction sponsor and back-office • Doesn’t expect to move on price from initial bid by much make aggressive decisions more quickly than most • Studying new technology markets where Oracle can solution (storage, networking) ($MM) 04/28/16 Textura 741 662 7.6 6.1 - 60.5 31% 40% (15%) 97% No Auction 148 3 8% 06/23/14 Micros Systems 5,259 4,604 3.4 3.2 27.6 24.4 18% 31% 15% 62% No 3 Parties 95 3 6% 02/04/13 Acme Packet 2,099 1,714 6.0 6.0 46.3 71.3 22% 22% (19%) 95% No Exclusive 157 3 4% 02/09/12 Taleo 2,056 1,940 6.3 5.3 44.7 44.1 18% 25% 9% 109% No Exclusive 79 3 5% 10/18/11 Endeca 1,075 1,075 8.6 - - - - - - - - - - - - 04/16/10 Phase Forward 715 608 2.8 2.5 32.7 28.8 30% 32% (0%) 67% No Exclusive 44 3 6% 01/16/08 BEA Systems 8,340 7,092 4.8 4.2 35.2 23.3 42% 46% 17% 78% No Unsolicited 209 2 14% 03/01/07 Hyperion Solutions 3,287 2,839 3.4 3.0 30.8 26.4 21% 23% 16% 94% No Exclusive 83 3 9% 03/22/05 Retek 669 567 3.3 3.2 58.4 45.4 88% 86% 31% 231% No Bidding War 145 2 25% Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 34 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. 12/13/04 PeopleSoft 10,504 8,826 3.3 3.1 39.0 32.7 11% 17% 11% 66% No Unsolicited 555 6 9% Median 4.0x 3.3x 37.1x 38.4x 30% 34% 9% 94% 96 days 3 6% 09/12/05 Siebel Systems 5,919 3,677 2.8 2.8 66.6 59.2 17% 29% 1% 44% No Exclusive 96 7 (10%) 05/15/07 Agile Software 504 309 2.4 2.2 - - 14% 17% 7% 59% No Auction 251 3 (6%) 04/20/09 Sun Microsystems 7,085 5,340 0.4 0.4 - - 91% 89% (43%) 236% Yes Auction 55 1 0% 11/02/10 Art Technology Group 1,032 850 4.4 3.9 31.6 25.0 46% 35% 25% 95% No Exclusive 28 1 0% 10/24/11 RightNow 1,840 1,599 7.4 6.2 - 55.8 20% 38% 10% 117% No Exclusive 96 3 8% 12/20/12 Eloqua 971 885 9.8 8.2 - - 31% 34% (5%) 82% No Exclusive 127 2 4% 12/20/13 Responsys 1,679 1,572 8.1 6.9 - - 38% 66% 35% 370% No 2 Parties 24 3 13% 12/22/14 Datalogix - - - - - - - - - - - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Prem. to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer 05/02/16 Opower $621 $532 3.6x 3.3x - - 30% 51% (18%) 70% Yes Exclusive 56 2 8% Summary of Selected Recent Acquisitions Key Contacts:Larry Ellison (Executive Chairman and CTO) Safra Catz (Co-CEO) / Mark Hurd (Co-CEO) Thomas Kurian (President) Doug Kehring (EVP, Chief of Staff and Head of Corporate Development) Strengths • Leading database, middleware and application software products by market share • Aggressive, experienced and coordinated direct sales force • Attractive and expansive customer base • One single-instance back-office organization • Acquisition is a core competency and seen as key driver for growth Strategic Priorities • Having recently consolidated the e-commerce/B2C/Retail space (Responsys, RightNow, Endeca, Inquira, FatWire, ATG), CRM, and HCM, Oracle will continue to embrace the cloud for collaboration, horizontal and vertical applications • Recent transactions have focused on augmenting their strength in both their data and marketing cloud businesses • Drive enterprise IT agenda through tight integration of applications, analytics, infrastructure and systems • Propensity for SaaS vendors with an enterprise customer base in order to leverage existing Oracle brand and cross-sell products • RightNow / Taleo highlight need to offer fresh functionality to protect maintenance streams from CRM and Workday Typical M&A Process: • Idea generation from Larry Ellison, Executive Suite, • All deals executed in centralized corporate development functions - Will re-bid 2 – 3 times generally • Streamlined approval process led by Co-Presidents and Doug Kehring • Well-developed and efficient M&A process – able to competitors combine software and hardware to offer a disruptive

Key Contacts and M&A History Luka Mucic (CFO, COO) Monty Gray (SVP and Head of Corporate Development) • Stable and recurring revenue stream from mission-critical software and recent SaaS acquisitions • Platform / hardware neutrality vs. competitors (i.e. vendor stack solution lock in) ($MM) 03/26/14 Fieldglass (2) 1,000 1,000 11.8 9.5 - - - - - - Yes - - - - 05/22/12 Ariba 4,609 4,437 8.8 7.8 48.9 42.1 20% 32% 13% 103% No Exclusive 58 3 17% 05/12/10 Sybase 6,505 5,766 4.8 4.5 25.0 24.4 56% 38% 35% 119% Yes Exclusive 62 2 7% Source: Company press releases, Company filings and Wall Street research. Note: '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. (1) (2) (3) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. Transaction size and LTM revenue projections are based on 451 Group estimates and June 30, 2014 Interim Report. 35 LTM revenue multiple pro forma for acquisition of Plateau Systems. Included in mean and median calculations. CONFIDENTIAL | DRAFT 10/07/07 Business Objects (4) 6,019 5,166 3.5 3.0 31.3 23.6 20% 34% 20% 60% Yes Exclusive 82 1 - Median 10.2x 8.3x 31.3x 24.4x 28% 36% 13% 103% 62 days 3 17% 12/03/11 SuccessFactors (3) 3,748 3,499 10.2 8.7 - - 52% 47% (1%) 105% No Exclusive 67 3 18% 06/05/13 Hybris (2) 1,341 1,341 10.7 - - - - - - - Yes - - - - 09/18/14 Concur $7,768 $8,286 12.6x 10.2x - - 28% 36% 1% 70% Yes Exclusive 60 3 17% FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Prem. to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Bill McDermott (CEO) Hasso Plattner (Co-Founder and Chairman, Supervisory Board) Arlen Shenkman (North American CFO) Strengths • Large enterprise customer base; spans all major verticals and geographies • Global sales force with deep relationships with Fortune 500 and SMB customers Strategic Priorities • Three-pronged strategy of on-premise, on-demand and on-device • HANA in-memory database and analytics offering • Increase competitiveness vs. other large technology ecosystems (particularly Oracle) as well as alternative enterprise software providers (CRM) • Extend presence within mid-market with BBD • Mobility platform (with Sybase acquisition) to proliferate existing software to mobile platforms Typical M&A Process: •Management has stated the intent to use M&A as a strategic driver of future growth •Ability to pay significant premia for assets deemed strategic (i.e. Business Objects, Sybase, SuccessFactors, Ariba, Concur) •M&A requires approval of Executive Committee and Board Committee •Hasso Plattner is very involved in strategic direction of Company and acquisitions •Concerned about competing with Oracle over strategic assets in enterprise application and infrastructure software

Key Contacts and M&A History John Somorjai (SVP, Corporate Development and Strategy) Chris Hecht (VP, Corporate Development) Alex Dayon (President, Products) ($MM) 12/23/15 SteelBrick 360 360 - - - - - - - - - - - - - 06/04/13 ExactTarget 2,671 2,570 7.9 6.5 - - 53% 56% 36% 88% Yes 2 Parties 42 3 30% 03/30/11 Radian6 326 326 9.3 - - - - - - - - - - - - Source: Company press releases, Company filings and Wall Street Research. Note: '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. (1) (2) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. PaaS market size per Forrester, service market size per Gartner, marketing automation size per IDC, and data and analytics market size per Gartner. CONFIDENTIAL | DRAFT 36 Median 10.2x 7.7x - - 54% 63% 17% 127% 42 days 3 30% 12/08/10 Heroku 249 249 - - - - - - - - - - - - - 06/04/12 Buddy Media 689 689 21.2 - - - - - - - - - - - - 07/11/14 RelateIQ 392 352 - - - - - - - - - - - - - 06/01/16 Demandware $3,030 $2,834 11.2x 8.9x - - 56% 69% (1%) 167% - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Prem. to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Marc Benioff (CEO) Parker Harris (Co-Founder) Mark Hawkins (EVP and CFO) Burke Norton (Chief Legal Officer) Strengths •Pioneer in cloud computing and market leadership in sales, service, and marketing •Expected to do $6.6Bn of revenue in 2015, making it by far the largest cloud company •Salesforce has expanded from its core platform into other markets: PaaS ($10Bn in 2015), service ($28Bn by 2015), marketing automation ($7Bn in 2015), and data and analytics ($16Bn in 2015).(2) •Salesforce has evolved its vision from automating the sales process to becoming a broader productivity, data management, and application infrastructure platform for companies ranging from SMBs to the largest enterprises Strategic Priorities •Significant focus on building out a complete marketing and CRM suite, primarily through acquisitions •Building and extending the Marketing Cloud •Intense focus on platform build-out and positioning with audiences ranging from SMBs to enterprises •Accelerating growth areas such as Service Cloud and increasing diversification into areas such as analytics and data management •Strengthen relationships with third party developers through ongoing investment in Force.com and Heroku Typical M&A Process: •Marc Benioff drives the vision of the Company and all acquisition ideas are approved through his office –He coordinates closely with John Somorjai in the decision-making process •John Somorjai leads the corporate development team and has access to the office of the CEO •Corporate development team works with operations and sales teams to identify potential new expansion opportunities •Focused on extending platform capabilities, Social Enterprise, data integration and marketing suite

Key Contacts and M&A History ($MM) 424 424 - - - - - - - - 04/27/12 Demandforce - - - - - Source: Note: (1) Company press releases, Company filings and Wall Street Research. '-' = Not publicly available or not meaningful. Multiples greater than 100.0x considered not meaningful. 37 Unaffected premium indicates premium based on day CONFIDENTIAL | DRAFT prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. 11/30/06 Digital Insight 1,354 1,261 5.3x 4.8x 37.5x 31.5x 18% 30% 2% 76% Yes 2 Parties 127 2 5% 05/27/14 Check $360 $360 - - - - - - - - - - - - - FD FD Annc. Equity Enterprise Date Target Value Value Transaction Multiples Premium to Unaff. Stock Price (1) Transaction History Revenue P/E LTM Existing Type of Process # of Prem. to LTM NTM LTM NTM 1-Day 20-Day High Low Partner? Process Length Bids 1st Offer Summary of Selected Recent Acquisitions Key Contacts:Brad Smith(Chairman and CEO) Scott Cook (Founder and Chairman of the Executive Committee) Neil Williams (EVP and CFO) Andrew Westergren (SVP, Chief Corporate Strategy and Development Officer)

Exhibit (c)(3)

Project Warriors Update Materials DRAFT Preliminary | Subject to Further Review and Evaluation June 10, 2016

Illustrative Transaction Statistics ($MM, except per share amounts) Note: Current market prices as of June 10, 2016. (1) Common shares outstanding from Curry 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. (2) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (3) Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. 2 CONFIDENTIAL | DRAFT Illustrative Share Price: Curry Current $79.72 June 1, 2016 Bogut Proposal June 9, 2016 Bogut Proposal Illustrative Curry Transaction Statistics $107.00 $108.00 $109.00 $110.00 $112.50 $115.00 $117.50 $120.00 $122.50 $125.00 $100.00 $106.00 Implied Transaction Premium Statistic Premium to Current Price $79.72 0% 25% 0% 26% 33% 0% 88% 23% 33% 6% 33% 41% 6% 100% 34% 35% 37% 38% 41% 44% 47% 51% 54% 57% Premium to June 1, 2016 Bogut Proposal 100.00 (20%) 7% 8% 9% 10% 13% 15% 18% 20% 23% 25% Premium to 30-Day Average Price 79.48 0% 35% 36% 37% 38% 42% 45% 48% 51% 54% 57% Premium to 60-Day Average Price 75.22 6% 42% 44% 45% 46% 50% 53% 56% 60% 63% 66% Premium to LTM High Share Price 99.73 (20%) 7% 8% 9% 10% 13% 15% 18% 20% 23% 25% Premium to LTM Low Share Price 53.11 50% 101% 103% 105% 107% 112% 117% 121% 126% 131% 135% 31% 32% 33% 34% 36% 39% 42% 45% 48% 51% 54% Premium to LTM Average Share Price 81.08 (2%) Implied Valuation & Multiples Fully-Diluted Shares (1) 83.9 Fully-Diluted Equity Value $6,689 Plus: Note Payable to Oracle (2) 5 Plus: Market Value of Convertible Notes (3) 310 Plus: Make Whole Premium (3) - Less: Cash (2) (378) Fully-Diluted Enterprise Value $6,626 Premium to Current Enterprise Value 0% 84.2 $8,423 5 310 19 (378) $8,380 26% 84.3 $8,937 5 310 26 (378) $8,901 34% 84.3 84.3 84.3 84.4 84.4 84.4 84.4 84.5 84.5 84.5 $9,022 $9,108 $9,193 $9,279 $9,493 $9,706 $9,920 $10,134 $10,348 $10,562 5 5 5 5 5 5 5 5 5 5 310 310 310 310 310 310 314 320 327 334 28 30 32 33 37 41 41 38 36 34 (378) (378) (378) (378) (378) (378) (378) (378) (378) (378) $8,988 $9,075 $9,163 $9,250 $9,468 $9,685 $9,903 $10,120 $10,339 $10,558 36% 37% 38% 40% 43% 46% 49% 53% 56% 59%

Illustrative Transaction Statistics (CONTINUED) ($MM, except per share amounts) 8.7x 8.9x 10.2x Note: Current market prices as of June 10, 2016. (1) Common shares outstanding from Curry 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. (2) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (3) Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. Value shown represents make whole value above principal value. (4) Based on mean Wall Street consensus analyst research estimates as of June 10, 2016. (5) LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. (6) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. 3 CONFIDENTIAL | DRAFT Illustrative Share Price: Curry Current $79.72 June 1, 2016 Bogut Proposal June 9, 2016 Bogut Proposal Illustrative Curry Transaction Statistics $107.00 $108.00 $109.00 $110.00 $112.50 $115.00 $117.50 $120.00 $122.50 $125.00 $100.00 $106.00 Implied Valuation & Multiples Fully-Diluted Equity Value (1) $6,689 Fully-Diluted Enterprise Value (2)(3) 6,626 $8,423 8,380 $8,937 8,901 $9,022 $9,108 $9,193 $9,279 $9,493 $9,706 $9,920 $10,134 $10,348 $10,562 8,988 9,075 9,163 9,250 9,468 9,685 9,903 10,120 10,339 10,558 Street Estimates (4) Revenue Multiples Statistic NTM Rev Mults : LTM (3/31/16) (5) $793 8.4x CY16E 967 6.9 Eloqua 8.2x 10.6x 8.7 Suc 11.2x 9.2 cessFactorsDemandwareConcur 11.3x 11.4x 11.6x 11.7x 11.9x 12.2x 12.5x 12.8x 13.0x 13.3x 9.3 9.4 9.5 9.6 9.8 10.0 10.2 10.5 10.7 10.9 NTM (3/31/17) (5) 1,029 6.4 8.1 8.7 8.7 8.8 8.9 9.0 9.2 9.4 9.6 9.8 10.0 10.3 CY17E 1,229 5.4 LFCF Multiples LTM (3/31/16) (5) $52 128.6x CY16E 89 75.3 NTM (3/31/17) (5) 107 62.4 CY17E 124 54.1 6.8 162.0x 94.8 78.6 68.1 7.2 171.9x 100.6 83.4 72.2 7.3 7.4 7.5 7.5 7.7 7.9 8.1 8.2 8.4 8.6 173.5x 175.1x 176.8x 178.4x 182.5x 186.7x 190.8x 194.9x 199.0x 203.1x 101.6 102.5 103.5 104.4 106.8 109.3 111.7 114.1 116.5 118.9 84.2 85.0 85.8 86.6 88.6 90.5 92.5 94.5 96.5 98.5 72.9 73.6 74.3 75.0 76.7 78.5 80.2 81.9 83.6 85.4 Preliminary Management Forecast (6) Revenue Multiples Statistic CY16E $960 6.9x CY17E 1,218 5.4 LFCF Multiples CY16E $88 76.3x CY17E 113 59.1 8.7x 6.9 96.1x 74.4 9.3x 7.3 101.9x 78.9 9.4x 9.5x 9.5x 9.6x 9.9x 10.1x 10.3x 10.5x 10.8x 11.0x 7.4 7.5 7.5 7.6 7.8 8.0 8.1 8.3 8.5 8.7 102.9x 103.9x 104.8x 105.8x 108.3x 110.7x 113.1x 115.6x 118.0x 120.4x 79.7 80.4 81.2 82.0 83.8 85.7 87.6 89.5 91.4 93.3

Curry Long-Term Trading Performance December 20, 2007 (Since IPO) to June 10, 2016 Share Price $140.00 ---------------------------------------------------------------------------------------------------------------$120.00 --------------------------------------------------------------------------------------------------------------Bogut 6/9/16 Proposal: $106.00 .,... _ _ _ _ _ • $100.00 -------------------------------------------------------------------------Price: $79.72 $80.00 --------------------------------------------------------------------$60.00 -------------------------------------------------------------$40.00 ---------------------------------------------$0.00 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Source: Capital IQ. C-tatalyst PARTN E RS 4 I DRAFT CONFIDENTIAL

Statistics of Selected Companies and Selected Transactions

CY17E Operating Statistics of Selected Companies 31% 30% 27% 27% 24% 22% 21% 20% 20% 70% 68% 64% 24% 5% 4% 0% 14% 13% Source: Capital IQ, company filings, and Wall Street research as of June 10, 2016. (1) Based on Wall Street mean consensus analyst research estimates as of June 10, 2016. 6 (2) Based on Preliminary Curry Management Plan provided by CONFIDENTIAL | DRAFT Curry Management to Qatalyst in February 2016. CY17E LFCF Margin CY17E Op. Margin CY17E Gross Margin CY16E-CY17E Revenue Growth Legend Median: 14% 25%20% Median: 31% 32%31% 10%9% 12%11% Curry CurryNOWCRMLNKDCSODWDAYULTIADBERHT Street(1)Mgmt(2) Median: 10% 22%16%15% Median: 29 35% % 6%5% Curry CurryULTINOWCRMCSODWDAYLNKDADBERHT Street(1)Mgmt(2) Median: 75%Median: 87% 87%77%77%74%73%87%87% Curry CurryLNKDCRMNOWWDAYCSODULTIADBERHT Street(1)Mgmt(2) Median: 23% Median: 18% 15% Curry CurryWDAYNOWCSODULTICRMLNKDADBERHT Street(1)Mgmt(2) Selected SaaS Selected Large-Cap High Growth Software

CY17E Trading Statistics of Selected Companies 7.2x 7.2x 5.6x 0x 30.4x 29.8x 28 17 Source: Capital IQ, company filings, and Wall Street research as of June 10, 2016. Multiples greater than 100.0x or negative noted as dashes. 7 (1) Based on Wall Street mean consensus analyst research estimates as of June 10, 2016. CONFIDENTIAL | DRAFT CY17E LFCF Multiple CY17E Revenue Multiple Legend Median: 33.4x 72.2x70.0x Median: 20. .8x .7x 54.1x 59.4x 36.4x 22.3x CurryCurry @ $106WDAYULTICSODNOWLNKDCRMADBERHT Street(1) Per Share (1) Median: 6.0x 7.7x Median: 5.9x 6.7x 1x 5.4x 6.3x 8x 5. 4.7x 3. CurryCurry @ $106WDAYNOWULTICRMCSODLNKDADBERHT Street(1) Per Share (1) Selected SaaS Selected Large-Cap High Growth Software

Selected SaaS Transactions ($MM) 05/31/16 Marketo (1) Vista Equity Partners 1,789 1,700 7.5 5.9 - - 64% 68% 5% 139% 28% (7%) 04/18/16 Cvent Vista Equity Partners 1,647 1,502 8.0 6.5 - - 69% 66% (2%) 90% 23% 1% 09/18/14 Concur SAP 7,768 8,286 12.6 10.2 - - 28% 36% 1% 70% 23% 6% 06/04/13 ExactTarget Salesforce 2,671 2,570 7.9 6.5 - - 53% 56% 36% 88% 22% (6%) 08/27/12 Kenexa IBM 1,359 1,302 4.0 3.3 50.9 26.8 42% 89% 37% 219% 22% 8% 02/09/12 Taleo Oracle 2,056 1,940 6.3 5.3 - 46.1 18% 25% 9% 109% 18% 4% 10/24/11 RightNow Oracle 1,840 1,599 7.4 6.2 - 64.4 20% 38% 10% 117% 19% 5% 11/02/10 Art Technology Group Oracle 1,032 850 4.4 3.9 35.5 25.7 46% 35% 25% 95% 14% 15% 03/15/07 WebEx Cisco 3,163 2,818 7.4 6.1 37.7 31.8 23% 21% 19% 99% 21% 22% Source: Company press releases, Company filings, 451 Group and Wall Street research. Note: '-' = Not meaningful or not available. Multiples greater than 100.0x or negative considered not meaningful. (1) Represents 1-day and 20-day unaffected premiums as of May 9, 2016 and April 12, 2016, respectively. (2) LTM revenue pro forma for acquisition of Plateau. (3) Blackboard previously announced its retainer of a financial advisor in response to receiving acquisition offers; unaffected 1-day and 20-day premiums as of April 18, 2011 and March 22, 2011 were 21% and 27% respectively. (4) Reflects Bogut proposal submitted on June 9, 2016. (5) Based on Wall Street consensus estimates as of June 10, 2016. Common shares outstanding from Curry 10-Q for the period ended March 31, 2016. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. Represents cash settlement of 2018 Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. 8 CONFIDENTIAL | DRAFT Median:7.5x6.2x37.7x32.7x35%42%7%104%19%6% Mean:7.26.0 41.2 39.137%46%10%124%19%6% Max:12.6x10.2x65.9x78.6x69%89% 37%370%28%22% Min: 2.6 2.3 20.1 16.2 4%10%(25%) 35% 9%(9%) Implied Curry Statistics @ $106.00 per share (4)(5):$8,937$8,90111.2x8.7x-83.4x33%38%6%100%30%7% 09/15/09 OmnitureAdobe1,8371,7355.14.751.344.124%52%(1%)183%9%11% 07/01/11 Blackboard (3)Providence Equity1,6381,7503.73.220.116.24%10%(8%)36%17%17% 12/03/11 SuccessFactors (2)SAP3,7483,49910.28.7-78.652%47%(1%)105%17%8% 05/22/12 AribaSAP4,6094,4378.87.865.933.520%32%13%103%13%14% 12/20/12 EloquaOracle9718859.88.2--31%34%(5%)82%19%(9%) 12/20/13 ResponsysOracle1,6791,5728.16.9--38%66%35%370%18%6% 11/02/15 Constant ContactEndurance International1,1059242.62.326.8x24.2x23%29%(25%)35%12%12% 05/18/16 inContactNICE1,0599734.23.6--55%50%30%121%17%(4%) FD FD Transaction multiples Premium NTM LTM Annc. Equity Ent. Revenue LFCF LTM Rev. LFCF Date Target Acquiror Value Value LTM NTM LTM NTM 1-Day 20-Day High Low Growth Margin 06/01/16 DemandwareSalesforce$3,030$2,83411.2x8.9x--56%69%(1%)167%26%0%

Implied Curry Valuation at Selected Transaction Multiples ($MM) 9/18/14 Concur SAP 7,768 8,286 12.6 10.2 - - 118.36 124.28 - - 5/22/12 Ariba SAP 4,609 4,437 8.8 7.8 65.9 33.5 84.22 96.18 41.59 43.49 (1) Common shares outstanding and balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuances in connection with the acquisition of a professional services firm. Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. (2) LTM revenue pro forma for acquisition of Plateau. 9 CONFIDENTIAL | DRAFT Median: 10.2x 8.7x 65.9x 56.1x $96.48 $106.49 $41.59 $71.78 Mean: 10.5 8.8 65.9 56.1 99.53 107.32 41.59 71.78 Selected Public SaaS Transaction Median 7.5x 6.2x 37.7x 32.7x $71.48 $76.56 $24.44 $42.44 Bogut 6/9/16 Proposal (1) $8,937 $8,901 11.2x 8.7x 171.9x 83.4x $106.00 $106.00 $106.00 $106.00 12/3/11 SuccessFactors (2) SAP 3,748 3,499 10.2 8.7 - 78.6 96.48 106.49 - 100.08 12/20/12 Eloqua Oracle 971 885 9.8 8.2 - - 93.19 100.94 - - Selected High Multiple SaaS Transactions 6/1/16 Demandware Salesforce $3,030 $2,834 11.2x 8.9x - - $105.37 $108.71 - - FD FD Equity Enterprise Date Target Acquiror Value Value Transaction Multiples Implied Curry Transaction Share Price (1) Revenue LFCF LTM NTM LTM NTM Revenue LFCF LTM NTM LTM NTM

Selected Public Enterprise Software Transactions Selected Public Enterprise Software Transactions >$1Bn Transaction Value (N=67) 12.0x 10.0x SuccessFactors Sourcefire Ariba 8.0x ExactTarget SolarWinds 6.0x Solera Sybase 4.0x 2.0x 0.0x $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 Source: Company press releases, Company filings, 451 Group and Wall Street Research. (1) Common shares outstanding and balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. RSUs and options schedule from Curry 10-K for the period ended December 31, 2015. RSUs adjusted for equity issuance in connection with the acquisition of a professio nal services firm. Assumes cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional share s based on indenture dated June 4, 2013. CONFIDENTIAL | DRAFT 10 Enterprise Value ($MM) OpswareConcur DemandwareAutonomy Eloqua Responsys Marketo WebEx Veritas BEA Systems McAfeePeoplesoft BMC Curry @ $106.00 / Share(1) Software Transactions SaaS Transactions NTM Revenue Multiple

Exhibit (c)(4)

ProjectWarriors Materials for Discussion DRAFT Preliminary | Subject to Further Review and Evaluation July 13, 2016

Illustrative Transaction Statistics ($MM, except per share amounts) Note: Current market prices as of July 13, 2016. (1) Based on closing share price as of July 11, 2016 (last closing share price prior to acquisition rumors). (2) Common shares outstanding, RSUs, PSUs, and options schedule from Curry Management as of June 30, 2016. (3) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (4) Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. 2 CONFIDENTIAL | DRAFT Illustrative Share Price: 7/13/16 Bogut Proposal $109.00 Implied Transaction PremiumsStatistic Premium to Unaffected (7/11/16) Price (1)$75.850% Premium to Unaffected (7/11/16) Enterprise Value (1)$6,4490% 44% 45% Premium to Current Price $80.48 (6%) Premium to Current Enterprise Value $6,850 (6%) Premium to 30-Day Average Price (1) $77.49 (2%) Premium to 60-Day Average Price (1) 77.34 (2%) Premium to LTM High Share Price (1) 99.73 (24%) Premium to LTM Low Share Price (1) 53.11 43% Premium to LTM Average Share Price (1) 79.62 (5%) 35% 37% 41% 41% 9% 105% 37% Implied Valuation & Multiples Fully-Diluted Shares (2)85.8 Fully-Diluted Equity Value$6,511 Plus: Note Payable to Oracle (3)5 Plus: Market Value of Convertible Notes (4)310 Plus: Make Whole Premium (4)-Less: Cash (3)(378) Fully-Diluted Enterprise Value$6,449 86.2 $9,391 5 310 32 (378) $9,360 Historical prices relative to unaffected price as of July 11, 2016 (1) Unaffected (7/11/16) Curry (1) $75.85

Illustrative Transaction Statistics (CONTINUED) ($MM, except per share amounts) Note: Current market prices as of July 13, 2016. (1) Based on closing share price as of July 11, 2016 (last closing share price prior to acquisition rumors). (2) Common shares outstanding, RSUs, PSUs, and options schedule from Curry Management as of June 30, 2016. (3) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (4) Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. Value shown represents make whole value above principal value. (5) Based on mean Wall Street consensus analyst research estimates as of July 13, 2016. (6) LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. (7) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. 3 CONFIDENTIAL | DRAFT 7/13/16 Bogut Proposal $109.00 Implied Valuation & Multiples Fully-Diluted Equity Value (2)$6,511 Fully-Diluted Enterprise Value (3)(4)6,449 $9,391 9,360 Street Estimates (5) Revenue MultiplesStatistic LTM (3/31/16) (6)$7938.1x CY16E9676.7 NTM (3/31/17) (6)1,0296.3 CY17E1,2295.2 LFCF Multiples LTM (3/31/16) (6)$52125.2x CY16E8973.2 NTM (3/31/17) (6)11059.4 CY17E12552.3 11.8x 9.7 9.1 7.6 180.6x 105.5 85.7 75.4 Preliminary Management Forecast (7) Revenue MultiplesStatistic CY16E$9606.7x CY17E1,2185.3 LFCF Multiples CY16E$8874.3x CY17E11357.5 9.7x 7.7 107.1x 82.9 Unaffected (7/11/16) Curry (1) $75.85 Illustrative Share Price:

Curry Long-Term Trading Performance December 20, 2007 (Since IPO) to Ju!J 13, 2016 Share Price $140.00 ---------------------------------------------------------------------------------------------------------$120.00 --------------------------------------------------------------------------------------------------------Bogut 7/13/16 Proposal: $109.00 - - - - - - - - - - - - - - - - - - - - - - $100.00 --------------------------------------------------------------------Current Price: $80.48 $80.00 ----------------------------------------------------------------Unaffected (7/11/16) Price: $75.85 (1) $60.00 ---------------------------------------------------------$40.00 ------------------------------------------$0.00 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Source: Capital IQ. (1) 01Jfingshare price as of]u fy 11, 20 16 (last dosing share price prior to acquiritton rumors). CONFIDENTIAL I DRAFT C-tatalyst PARTN E RS 4

Curry Q2’16 Earnings Summary ($MM, except per share amounts) Subscription & Support Revenue % Y/Y Growth Professional Services & Other Revenue % Y/Y Growth Total Revenue % Y/Y Growth Non-GAAP EPS ($) Cash Flow From Operations % Margin Source: Curry management, company earnings transcripts, company filings, and Wall Street consensus estimates. CONFIDENTIAL | DRAFT Q 2’ 16 Bookings De ta il •Subscription and support: $59MM (17% y/y growth) •Professional services: $55MM (17% y/y growth) Q2'FY16 $180 28% 51 39% $231 30% $0.07 - $0.08 $35 - $36 15% Q2'FY16 Guidance % vs. Mid-Point Q2'FY16 Consensus % vs. Consensus Low-EndHigh-End $229$231 29%30% $0.02$0.03 $27$29 12%13% 0% 0.5pts 200% 27% 3.2pts 183 30% 47 30% $231 30% $0.03 $29 13% (2%) (2.1pts) 7% 9.1pts 0% 0.1pts 138% 22% 2.8pts Consensus Guidance Actuals

Illustrative Preliminary Curry Valuation Analyses

Trading Statistics of Selected Companies 7x 4. 66.2x 22.6x 17 – Source: Capital IQ, company filings, and Wall Street research as of July 13, 2016. Multiples greater than 100.0x or negative noted as dashes. (1) Based on closing share price as of July 11, 2016 (last closing share price prior to acquisition rumors). 7 (2) Based on Wall Street mean consensus analyst research estimates (3) NTM represents the 12-month period ending March 31, 2017. CONFIDENTIAL | DRAFT as of July 13, 2016. NTM UFCF Multiple (3) CY17E LFCF Multiple CY17E Revenue Multiple Legend Median: 34.5x 82.0x79.8x Median: 19.9 23.8x15 x .9x 56.5x 34.7x34.4x31.9x Curry Street Curry @ $109ULTICSODNOWCRMWDAYADBERHT (7/11/16)Per Share (2) (1)(2) 75.4x74.8xMedian: 33.4xMedian: 19.8x .1x 52.3x 33.4x28.8x28.6x Curry Street Curry @ $109WDAYULTICSODNOWCRMADBERHT (7/11/16)Per Share (2) (1)(2) Median: 6.8x 7.6x7.9x7.0x6.8x Median: 5. 6.7x 8x 5.2x 5.8x 4x 4. Curry Street Curry @ $109WDAYULTINOWCRMCSODADBERHT (7/11/16)Per Share (2) (1)(2) Selected SaaS Selected Large-Cap High Growth Software

Comparison ofCurry Street and Preliminary Curry Management Plan Actuals Forecast Actuals Forecast Actuals Forecast $4.18 Historical 2012A – 2015A CAGR: 34% Historical 2012A – 2015A CAGR: (5%) $3,023 S R: 27% S R: 65% $2,425 Management 2015A – 2021E CAGR: 26% Management 2015A – 2021E CAGR: 63% $0.46 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Actuals Forecast Forecast Actuals Forecast Actuals Historical 2012A – 2015A CAGR: (1%) Historical 2012A – 2015A CAGR: 6% S R: 63% S CAGR: 48% Management 2015A – 2021E CAGR: 63% Management 2015A – 2021E CAGR: 50% $125 $163 $43 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. 8 (1) (2) Based on Wall Street mean consensus analyst research estimates as of July 13, 2016. CONFIDENTIAL | DRAFT Curry Management to Qatalyst in February 2016. Based on Preliminary Curry Management Plan provided by Legend treet 2015A – 2018E $42 $42 $51 $50 $573 $408 $278 $181 $89 $88 $113 treet 2015A – 2018E CAG $22 $24 $29 $22 $414 $285 $185 $111 $69 $44 $94 $61 7% 6% 5% 3% 14% 12% 10% 7% 6% 5% 6% 5% 4% Non-GAAP Operating Margin (%) Non-GAAP Operating Profit ($MM) Levered Free Cash Flow ($MM) treet 2015A – 2018E CAG $0.26 $0.26 $0.32 $0.22 $2.93 $1.92 $1.15 $0.72 $0.99 $0.45 $0.62 treet 2015A – 2018E CAG $741 $556 $309 $415 $1,929 $1,533 $1,229 $967$1,527 $1,218 $960 34% 34% 33% 31% 30% 30% 27% 26% 26% 26% 25% 27% 24% Revenue Growth (%) Non-GAAP Earnings Per Share ($) Revenue ($MM) Historical Street (1) Prelim. Curry Mgmt Plan (2)

Summary of Preliminary Curry Management Plan Cash Flow Projections ($MM) 26% Revenue % Growth Non-GAAP Operating Income % Margin Less: Taxes Effective Tax Rate NOPAT % Margin Less: Capital Expenditures % of Revenue Plus: Depreciation % of Capital Expenditures Plus: Decrease in Working Capital % of Revenue Unlevered Free Cash Flow % of Revenue % Growth $744 – 34 5% (4) 13% 29 4% (37) 5% 21 57% 48 6% 61 8% – $1,218 27% 61 5% (8) 13% 53 4% (60) 5% 42 70% 79 7% 115 9% 39% $1,533 26% 111 7% (10) 9% 100 7% (72) 5% 54 75% 100 7% 182 12% 59% $1,929 26% 185 10% (13) 7% 172 9% (91) 5% 72 80% 125 7% 279 14% 53% $2,425 26% 285 12% (17) 6% 268 11% (112) 5% 95 85% 158 7% 409 17% 47% $3,023 25% 414 14% (116) 28% 298 10% (139) 5% 125 90% 196 7% 480 16% 17% 63% 58% 44% Source: Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. 9 CONFIDENTIAL | DRAFT Curry Standalone Financial Performance'15A-'Q2-'Q4Terminal'21E CY2016E CY2017E CY2018E CY2019E CY2020E CY2021ECAGR

Illustrative Preliminary Discounted Cash Flow Based on Preliminary Curry Management Plan ($MM, except per share amounts) Implied Perpetuity Growth Rate PV of Unlevered FCF (Q2'16E - CY2020E) PV of Terminal Value (CY2021E & Beyond) 5.3% $795 7,803 6.0% $795 9,363 6.5% $795 10,924 7.5% $749 7,084 8.2% $749 8,501 8.7% $749 9,918 9.7% $707 6,444 10.4% $707 7,733 10.9% $707 9,022 Implied Enterprise Value Plus: PV of Federal NOLs and Tax Credits (CY2021E & Beyond) (1) Plus: Cash (2) Less: Debt (2) Implied Equity Value $8,598 189 378 (315) 8,849 $10,159 189 378 (315) 10,410 $11,719 189 378 (315) 11,970 $7,834 159 378 (315) 8,055 $9,250 159 378 (315) 9,472 $10,667 159 378 (315) 10,889 $7,152 135 378 (315) 7,349 $8,440 135 378 (315) 8,637 $9,729 135 378 (315) 9,926 Premium/(Discount) to Bogut 7/13/16 Proposal @ $109.00 Per Share Premium/(Discount) to 7/11/16 Share Price (4) (17%) 19% (3%) 39% 11% 60% (25%) 8% (12%) 27% 1% 46% (31%) (1%) (19%) 16% (7%) 33% Note: Assumes mid-period discounting convention. (1) Based on Federal NOL and tax credits of $1,169MM as of December 31, 2020 per Curry Management. (2) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. In-the-money convertible debt treated on a net share basis. (3) Common shares outstanding, RSUs, PSUs, and options schedule from Curry Management as of June 30, 2016. (4) Based on closing share price as of July 11, 2016 (last closing share price prior to acquisition rumors). 10 CONFIDENTIAL | DRAFT Implied Price Per Share - Assuming ~14% Dilution (3) $90.05 $105.74 $121.19 $82.03 $96.32 $110.53 $74.89 $87.91 $100.89 % of Enterprise Value in Terminal Value 91% 92% 93% 90% 92% 93% 90% 92% 93% Discount Rate: Terminal NTM UFCF Multiple: Implied Terminal NTM Revenue Multiple: Illustrative Present Value as of March 31, 2016 9.5% 11.75% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 4.0x4.8x5.6x4.0x4.8x5.6x 14.0% 25.0x 30.0x 35.0x 4.0x4.8x5.6x Summary of Valuation Assumptions - Unlevered free cash flow projections and terminal value discounted to March 31, 2016 (mid-period convention) - Cash flow excludes impact of stock based compensation, amortization of intangibles, restructuring and other non-recurring items - Portion of Federal NOLs and R&D tax credits used to shield taxes over projection period with the remaining balance valued separately - Weighted average cost of capital range of 9.5% to 14.0% - Terminal value calculated using NTM UFCF multiple range of 25.0x – 35.0x terminal year (CY21E) UFCF of $480MM - Assumes, per Curry Management, current Curry shareholders incur ~14% cumulative dilution through issuance of equity awards over the projected period

Illustrative Preliminary DCF Sensitivity Premium / (Discount) to Bogut 7/13/16 Proposal ($MM, except per share amounts) $65.38 (40%) $73.50 (33%) $83.54 (23%) $76.63 (30%) $86.26 (21%) $98.18 (10%) $87.83 (19%) $98.98 (9%) $59.45 (45%) $66.89 (39%) $76.07 (30%) $69.69 (36%) $78.50 (28%) $89.38 (18%) $79.88 (27%) $90.07 (17%) $102.65 (6%) $54.22 (50%) $61.01 (44%) $69.41 (36%) $63.54 (42%) $71.60 (34%) $81.54 (25%) $72.84 (33%) $82.15 (25%) $93.64 (14%) $71.66 (34%) $80.66 (26%) $91.56 (16%) $84.02 (23%) $94.70 (13%) $107.63 (1%) $96.35 (12%) $108.65 (0%) $65.20 (40%) $73.44 (33%) $83.39 (23%) $76.46 (30%) $86.21 (21%) $98.04 (10%) $87.67 (20%) $98.94 (9%) $59.47 (45%) $67.01 (39%) $76.11 (30%) $69.74 (36%) $78.65 (28%) $89.46 (18%) $79.96 (27%) $90.26 (17%) $102.77 (6%) $80.05 (27%) $93.90 (14%) $107.66 (1%) $72.90 (33%) $85.49 (22%) $98.04 (10%) $66.53 (39%) $78.01 (28%) $89.45 (18%) Note: Assumes mid-period discounting convention. (1) Based on Preliminary Curry Management Plan provided by Curry Management to Qatalyst in February 2016. (2) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. In-the-money convertible debt treated on a net share basis. Common shares outstanding, RSUs, PSUs, and options schedule from Curry Management as of June 30, 2016. 11 CONFIDENTIAL | DRAFT $90.05 $105.74 (17%) (3%) $121.19 11% $82.03 $96.32 (25%) (12%) $110.53 1% $74.89 $87.91 $100.89 (31%) (19%) (7%) $102.10 $93.04 $84.94 $99.88 (6%) (15%) (22%) (8%) $114.73 5% $109.40 $125.41 0% 15% $119.95 $137.37 10% 26% Prelim Mgmt Forecast (1) '15A-21E CAGR: 26% CY21E Revenue: $3,023 CY21E Op Margin: 11% Prelim Mgmt Forecast (1) CY21E Op Margin: 14% CY21E Op Margin: 17% $112.59 3% $123.41 13% '15A-21E CAGR: 24% CY21E Revenue: $2,694 CY21E Op Margin: 11% CY21E Op Margin: 14% CY21E Op Margin: 17% $112.72 3% '15A-21E CAGR: 22% CY21E Revenue: $2,444 CY21E Op Margin: 11% CY21E Op Margin: 14% CY21E Op Margin: 17% Revenue SensitivityOp. Margin Sensitivity Discount Rate: Terminal NTM UFCF Multiple: Illustrative Present Value as of March 31, 2016 (2) 9.5% 11.75% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 14.0% 25.0x 30.0x 35.0x Shading represents values greater than Bogut 7/13/16 Proposal of $109.00 per share

Selected SaaS Transactions ($MM) 06/01/16 Demandware Salesforce 3,030 2,834 11.2 8.9 - - 56% 69% (1%) 167% 26% (0%) 05/18/16 inContact NICE 1,059 973 4.2 3.6 - - 55% 50% 30% 121% 17% (4%) 11/02/15 Constant Contact Endurance International 1,105 924 2.6 2.3 26.8 24.2 23% 29% (25%) 35% 12% 12% 12/20/13 Responsys Oracle 1,679 1,572 8.1 6.9 - - 38% 66% 35% 370% 18% 6% 12/20/12 Eloqua Oracle 971 885 9.8 8.2 - - 31% 34% (5%) 82% 19% (9%) 05/22/12 Ariba SAP 4,609 4,437 8.8 7.8 65.9 33.5 20% 32% 13% 103% 13% 14% 12/03/11 SuccessFactors (1) SAP 3,748 3,499 10.2 8.7 - 78.6 52% 47% (1%) 105% 17% 8% 07/01/11 Blackboard (2) Providence Equity 1,638 1,750 3.7 3.2 20.1 16.2 4% 10% (8%) 36% 17% 17% 09/15/09 Omniture Adobe 1,837 1,735 5.1 4.7 51.3 44.1 24% 52% (1%) 183% 9% 11% Source: Company press releases, Company filings, 451 Group and Wall Street research. Note: '-' = Not meaningful or not available. Multiples greater than 100.0x or negative considered not meaningful. (1) LTM revenue pro forma for acquisition of Plateau. (2) Blackboard previously announced its retainer of a financial advisor in response to receiving acquisition offers; unaffected 1-day and 20-day premiums as of April 18, 2011 and March 22, 2011 were 21% and 27% respectively. (3) Reflects Bogut proposal submitted on July 13, 2016. Premiums based on closing price as of July 11, 2016 (last closing share price prior to acquisition rumors). LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. (4) Based on Wall Street consensus estimates as of July 13, 2016. Common shares outstanding, RSUs, PSUs, and options schedule from Curry Management as of June 30, 2016. Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. Represents cash settlement of 2018 Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. 12 CONFIDENTIAL | DRAFT 03/15/07 WebExCisco3,1632,8187.46.137.731.823%21%19%99%21%22% Median:7.5x6.2x44.3x33.5x38%47%5%103%19%6% Mean:7.26.047.842.538%46%8%122%19%6% Max:12.6x10.2x94.0x78.6x69%89% 37%370%28%22% Min:2.6 2.3 20.116.2 4%10%(25%) 35% 9%(9%) Implied Curry Statistics @ $109.00 per share (3)(4):$9,391$9,36011.8x9.1x-85.7x44%38%9%105%30%7% 11/02/10 Art Technology GroupOracle1,0328504.43.935.525.746%35%25%95%14%15% 10/24/11 RightNowOracle1,8401,5997.46.2-64.420%38%10%117%19%5% 02/09/12 TaleoOracle2,0561,9406.35.3-46.118%25%9%109%18%4% 08/27/12 KenexaIBM1,3591,3024.03.350.926.842%89%37%219%22%8% 06/04/13 ExactTargetSalesforce2,6712,5707.96.5--53%56%36%88%22%(6%) 09/18/14 ConcurSAP7,7688,28612.610.2--28%36%1%70%23%6% 04/18/16 CventVista Equity Partners1,6471,5028.06.5--69%66%(2%)90%23%1% 05/31/16 MarketoVista Equity Partners1,7891,7007.55.9--64%68%5%139%28%(7%) FD FD Transaction multiples Premium NTM LTM Annc. Equity Ent. Revenue LFCF LTM Rev. LFCF Date Target Acquiror Value Value LTM NTM LTM NTM 1-Day 20-Day High Low Growth Margin 06/13/16 LinkedInMicrosoft$28,142$26,1528.1x6.7x94.0x75.7x50%54%(23%)94%21%9%

Implied Curry Valuation Based on Five Highest SaaS Acquisition Multiples ($MM) Concur SAP $7,768 $8,286 12.6x 10.2x $115.94 $121.78 Ariba SAP 4,609 4,437 8.8 7.8 82.51 94.25 SuccessFactors (2) SAP 3,748 3,499 10.2 8.7 94.52 104.36 Demandware Salesforce 3,030 2,834 11.2 8.9 103.22 106.45 Eloqua Oracle 971 885 9.8 8.2 91.31 98.92 Note: '-' = Not meaningful or not available. Multiples greater than 100.0x or negative considered not meaningful. (1) Common shares outstanding, RSUs, PSUs, and options schedule from Curry Management as of June 30, 2016. Represents cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium assumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. (2) LTM revenue pro forma for acquisition of Plateau. 13 CONFIDENTIAL | DRAFT Implied Curry Statistics @ $109.00 Per Share (1)$9,391 $9,360 11.8x 9.1x$109.00 $109.00 Median: 10.2x8.7x$94.52$104.36 Mean: 10.58.897.50 105.15 FDFD Equity Enterprise TargetAcquiror Value Value Transaction Multiples Implied Curry Txn Share Price (1) Revenue Revenue LTMNTMLTMNTM Shading represents multiples and implied share prices greater than Curry statistics implied by Bogut 7/13/16 Proposal of $109.00 per share

Selected Public Enterprise Software Transactions Selected Public Enterprise Software Transactions >$1Bn Transaction Value (N=69) 12.0x 10.0x Curry @ $109.00 / Share 8.0x Ariba dIn ExactTarget SolarWinds 6.0x 4.0x 2.0x 0.0x $$2164,5,00000 $500 $2,000 $3,500 $5,000 $6,500 $8,000 $9,500 $11,000 $12,500 Source: Company press releases, Company filings, 451 Group and Wall Street Research. (1) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional service s firm. Common shares outstanding, RSUs, PSUs, and options schedule from Curry Management as of June 30, 2016. Assumes cash settlement of 2018 Convertible Notes of $310MM face value. Value based on a conversion price of $116.10. Make whole premium a ssumes a close date of September 30, 2016. Additional shares based on indenture dated June 4, 2013. NTM represents the 12-month period ending March 31, 2017. CONFIDENTIAL | DRAFT 14 Enterprise Value ($MM) Opsware Concur Autonomy Demandware EloquaSourcefireSuccessFactors (1) ResponsysLinke SoleraVeritas Informatica BEA Systems Sybase Micros SystemsMcAfeePeopleSoft BMC NTM Revenue Multiple Software Transactions SaaS Transactions

Exhibit (c)(5)

Project Warriors Materials for Discussion DRAFT Preliminary | Subject to Further Review and Evaluation July 27, 2016

Illustrative Transaction Statistics ($MM, except per share amounts) Note: Current market prices as of July 26, 2016. (1) Based on closing share price as of June 27, 2016 (last closing share price prior to acquisition rumors). (2) Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. (3) Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (4) Represents cash settlement of 2018 Convertible Notes of $310MM with a conversion price of $116.10. Make whole premium based on indenture dated June 4, 2013, assumes a close date of November 30, 2016. Make whole value shown represents convertible note value greater than principal value. (5) Based on mean Wall Street consensus analyst research estimates as of July 26, 2016. (6) LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. (7) Based on Curry Management Plan provided by Curry Management to Qatalyst in July 2016. 2 CONFIDENTIAL | DRAFT Illustrative Share Price: Final Bogut Proposal $109.00 Implied Transaction Premiums Statistic Premium to Unaffected (6/27/16) Price (1) $67.36 0% Premium to Unaffected (6/27/16) Enterprise Value (1) $5,736 0% 62% 64% Premium to Current Price $83.92 (20%) Premium to Current Enterprise Value $7,170 (20%) Premium to 30-Day Average Price (1) $79.07 (15%) Premium to 60-Day Average Price (1) 77.03 (13%) Premium to LTM High Share Price (1) 99.73 (32%) Premium to LTM Low Share Price (1) 53.11 27% Premium to LTM Average Share Price (1) 80.15 (16%) 30% 31% 38% 42% 9% 105% 36% Implied Valuation & Multiples Fully-Diluted Shares (2)86.1 Fully-Diluted Equity Value $5,798 Plus: Note Payable to Related Party (3)5 Plus: Principal Value of Convertible Notes (4)310 Plus: Make Whole Premium (4)-Less: Cash (3)(378) Fully-Diluted Enterprise Value $5,736 86.4 $9,420 5 310 30 (378) $9,388 Street Estimates (5) Revenue Multiples Statistic LTM (3/31/16) (6)$793 7.2x CY16E 967 5.9 NTM (3/31/17) (6)1,029 5.6 CY17E 1,227 4.7 11.8x 9.7 9.1 7.7 Management Forecast (7) Revenue Multiples Statistic CY16E $960 6.0x CY17E 1,218 4.7 9.8x 7.7 Historical prices relative to unaffected price as of June 27, 2016 (1) Unaffected (6/27/16) Curry (1) $67.36

Summary of Valuation Analyses 5.3x - 10.2x $121.37 $121.13 $115.61 Bogut Final Proposal: $109.00 Unaffected (6/27/16): $67.36 $64.20 $58.52 (1) Present values as of June 30, 2016, assuming mid-period discounting. Assumes, per Curry Management, current Curry shareholders incur ~15% cumulative dilution through issuance of equity awards over the projected period. Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. Balance sheet items from Curry Management for the period ended June 30, 2016. In-the-money convertible debt treated on a net share basis. (2) Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. Balance sheet items from 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (3) In-the-money convertible debt treated on a net share basis. (4) Represents cash settlement of 2018 Convertible Notes of $310MM with a conversion price of $116.10. Make whole premium based on indenture dated June 4, 2013, assumes a close date of November 30, 2016. (5) Based on Curry Management Plan provided by Curry Management to Qatalyst in July 2016. (6) Curry Street projections based on mean Wall Street consensus analyst research estimates as of July 26, 2016. 3 CONFIDENTIAL | DRAFT $99.48$100.22 $77 .23 $71.45$71.99 Illustrative Selected Companies Analysis (2) (3) Illustrative Selected Transaction Analysis (2) (4) Fully Diluted Enterprise Value / Revenue Multiples CY17E Multiple Range 5.0x - 7.0x NTM Multiple Range Curry Management Plan (5) Curry Street (6) Curry Street (6) LTM Multiple Range 6.3x - 12.6x Curry Street (6) Illustrative Discounted Cash Flow Analysis (1) WACC Range: 10.0% - 14.0% Terminal NTM uFCF Multiple Range: 25.0x - 35.0x Curry Management Plan (5) Valuation Analysis Reference Range Financial Case Implied Curry Price Per Share

Curry Long-Term Trading Performance December 20, 2007 (Since IPO) to Ju!J 26, 2016 Share Price $120.00 --------------------------------------------------------------------------------------------------------Bogut Final Proposal: $109.00 $100.00 --------------------------------------------------------------------Current Price: $83.92 $80.00 ---------------------------------------------------------------Unaffected (6/27/16) Price: $67.36 (1) $60.00 ---------------------------------------------------------$40.00 -----------------------------------------$0.00 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-1 2 Dec-13 Dec-14 Dec-15 Source: Capital IQ. (1) 01Jfingshare price as ofJune 27, 2016 (last closing share prue prior to acquisition rumors). CONFIDENTIAL I DRAFT C-tatalyst P ARTNE RS 4

Curry Stock Price Movement Since Initial Bogut Proposal May 31, 2016 (Last Closing Price Prior to Initial Bogut Proposal on June 1, 2016) to July 26, 2016 Received June 9th: Received June 28th Bogut re hat Curry may proposal o 0 ks to 13%) osal: Note: Curry daily trading price reflects closing price on such date as reported by Capital IQ. CONFIDENTIAL | DRAFT 5 Curry Volume (MM) Curry Share Price 05/31 06/1 06/2 06/3 06/6 06/7 06/8 06/9 06/10 06/13 06/14 06/15 06/16 06/17 06/20 06/21 06/22 06/23 06/24 06/27 06/28 06/29 06/30 07/1 07/5 07/6 07/7 07/8 07/11 07/12 07/13 07/14 07/15 07/18 07/19 07/20 07/21 07/22 07/25 07/26 0.8 0.9 1.0 0.8 0.6 0.6 0.5 0.6 0.9 1.0 0.9 0.7 0.7 0.7 0.4 0.6 0.3 0.3 1.2 0.9 1.0 0.8 0.7 0.6 0.5 0.5 0.3 0.6 0.5 $79.31 $80.32 $83.57 $83.37 $84.10 $84.79 $84.91 $83.93 $79.72 $78.83 $77.41 $78.74 $77.94 $78.05 $79.03 $78.25 $77.40 $79.14 $72.42 $67.36 $69.01 $72.19 $72.80 $73.12 $73.11 $73.00 $73.02 $74.72 $75.85 5.9 $84.18 $80.48 $80.11 $79.86 $79.43 $78.81 $80.80 $81.90 $84.72 $83.46 $83.92 1.8 0.7 1.2 0.9 0.4 0.7 1.8 2.6 0.6 0.8 June Bogut’s i of $10 Daily %: - 1st: nitia 0 pe 1% l proposalBogut’s re r shareof $10 4% (0%) 1% 1% 0% ( vised 6 pe 1%) proposalrumors t r sharebe an acq (5%) (1%) (2%) 2% (1%) 0% 1% (1%) (1%) 2% (8%) (7%) uisiti 2% : PressJuly 12 on targetJuly 11th: Press rum that Bogut was in tal acquire Curry 5% 1% 0% (0%) (0%) 0% 2% th: ors 2% f $1 11% itera 6 per Ju Bogu (4%) ted revised July 21st: Furth share Bogut was in tal ly 13th: Received t’s final proposal of $109 per share (0%) (0%) (1%) (1%) 3% er p ks to 1% ress rumors that acquire Curry 3% (1%) 1% Cumulative %: - 1% 5% 5% 6% 7% 7% 6% 1% (1%) (2%) (1%) (2%) (2%) (0%) (1%) (2%) (0%) (9%) (15%) ( (9%) (8%) (8%) (8%) (8%) (8%) (6%) (4%) 6% 1% 1% 1% 0% (1%) 2% 3% 7% 5% 6 % Bogut Final Prop $109.00

Curry Financial Summary

Summary ofCurry Street and Curry Management Plan Actuals Forecast Actuals Forecast Actuals Forecast $4.18 Historical 2012A – 2015A CAGR: 34% Historical 2012A – 2015A CAGR: (5%) $3,023 S R: 27% S R: 65% Management 2015A – 2021E CAGR: 26% Management 2015A – 2021E CAGR: 63% $1,227 $415 $960 $0.46 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Actuals Forecast Forecast Actuals Forecast Actuals Historical 2012A – 2015A CAGR: (1%) Historical 2012A – 2015A CAGR: 6% S R: 63% S R: 48% Management 2015A – 2021E CAGR: 63% Management 2015A – 2021E CAGR: 50% $123 $44 $113 $89 '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E '12A '13A '14A '15A '16E '17E '18E '19E '20E '21E Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. Fiscal year ends December 31st. (1) (2) Based on mean Wall Street consensus analyst research esti Based on Curry Management Plan provided by Curry mates as of July 26, 2016. 7 CONFIDENTIAL | DRAFT Management to Qatalyst in July 2016. Legend treet 2015A – 2018E CAG $42 $42 $51 $50 $573 $408 $278 $181 $105 $163 treet 2015A – 2018E CAG $22 $24 $29 $22 $414 $285 $185 $111 $68 $94 $42 $61 7% 6% 5% 3% 14% 12% 10% 7% 6% 5% 6% 5% 4% Non-GAAP Operating Margin (%) Non-GAAP Operating Profit ($MM) Levered Free Cash Flow ($MM) treet 2015A – 2018E CAG $741 $556 $309 $2,425 $1,929 $1,533 $967$1,527 $1,218 treet 2015A – 2018E CAG $0.26 $0.26 $0.32 $0.22 $2.93 $1.92 $1.15 $0.72 $0.47$0.99 $0.62 34% 34% 33% 31% 30% 30% 27% 26% 26% 26% 25% 27% 24% Revenue Growth (%) Non-GAAP Earnings Per Share ($) Revenue ($MM) Historical Street (1) Curry Mgmt Plan (2)

Comparison of Curry Street and Curry Management Plan Subscription & Support y/y growth PS & Other y/y growth $183 30% 47 30% $180 28% 51 39% ($3) (2%) (204 bps) 7% 868 bps 3 Note: Non-GAAP financials exclude stock-based compensation, amortization of intangibles and other non-recurring items. Numbers may not add due to rounding. (1) Based on mean Wall Street consensus analyst research estimates as of July 26, 2016. (2) Based on Curry Management Plan provided by Curry Management to Qatalyst in July 2016. 8 CONFIDENTIAL | DRAFT Q2 2016E Management Guidance Revenue: $229MM - $231MM Non-GAAP EPS: $0.02 - $0.03 CFO: $27MM - $29MM 2016E Management Guidance Revenue: $955MM - $975MM Non-GAAP EPS: $0.42 - $0.47 CFO: $140MM - $145MM ($MM, except per share amounts) Revenue Q2 2016A CY2 Street (1) Mgmt (2) 016E Mgmt from Street CY2 Street (1) Mgmt (2) 017E Mgmt from Street Street (1) Actuals Actuals from Street $ % $ % $ % $00% 6 bps $0.05 161% - 619% 248 bps 950% 370 bps $967 $960 30% 30% $0.46 $0.47 106% 112% $142 $160 15% 17% 89 105 9% 11% (7) (1%) (91 bps) $0.01 3% 611 bps $18 12% 194 bps 16 18% 176 bps $1,227 $1,218 27% 27% $0.72 $0.62 58% 32% $184 $174 15% 14% 123 113 10% 9% ($9) (1%) (8 bps) ($0.10) (14%) (2,645 bps) ($10) (5%) (70 bps) (10) (8%) (75 bps) $231 $231 30% 30% Annual Growth Non-GAAP EPS $0.03 $0.08 Annual Growth 46% 281% Cash Flow from Operations $31 $37 % of Revenue 13% 16% Levered Free Cash Flow 17 26 LFCF Margin 7% 11% Curry Annual Financial Results Curry Quarterly Financial Results Actuals from Street RevenueStreet Actuals $ %

Summary ofSelected Analyst Price Targets and Valuation Methodologies (2) 06/23/16 Cowen Sell 70.00 4.6x CY17E Revenue 05/19/16 Macquarie Hold 76.00 4.9x CY17E Revenue / DCF 05/18/16 BNP Paribas Hold 82.00 6.5x CY16E Revenue 1 05/18/16 JMP Buy 100.00 6.3x CY17E Revenue 05/17/16 Mizuho Hold 70.00 4.5x CY17E Revenue 04/30/16 FBN Buy 100.00 DCF 04/29/16 BTIG Hold - DCF 04/29/16 DA Davidson (1) Buy 130.00 8.3x CY17E Revenue / DCF 04/29/16 JP Morgan Buy 94.00 6.5x CY17E Revenue 04/29/16 MKM Buy 92.00 7.0x CY16E Billings 04/29/16 Piper Jaffray Hold 81.00 5.2x CY17E Revenue 04/29/16 Societe Generale Sell 76.00 5.5x CY17E Revenue 04/29/16 William Blair Buy - - 04/28/16 Stifel Hold - - Note: Statistics exclude stock-based compensation expense and amortization of intangibles. 9 (1) (2) (3) DA Davidson price target based on 12-18 month price target CONFIDENTIAL . | DRAFT Brokers using multiple valuation methodologies included multiple times. Based on closing share price as of June 27, 2016 (last closing share price prior to acquisition rumors). DA Davidson (1) JMP FBN Canaccord Deutsche Bank Nomura FBR JP Morgan SunTrust MKM RBC BMO Credit Suisse Mitsubishi BNP Paribas Piper Jaffray Macquarie Societe Generale Barclays Mizuho BAML Cowen Morgan Stanley $130.00 $100.00 $100.00 $100.00 $95.00 $95.00 $94.00 $94.00 $93.00 $92.00 $90.00 $90.00 $90.00 $87.00 $82.00 $81.00 $76.00 $76.00 $74.00 $70.00 $70.00 $70.00 $60.00 Median $90.00 Mean87.35 Max$130.00 Min60.00 Bogut Final Proposal represents a ~21% premium to the median price target 04/28/16CanaccordBuy100.006.6x CY17E Revenue / 61.0x CY17E LFCF 04/29/16SunTrustBuy93.007.0x CY16E Revenue / DCF 04/29/16Raymond JamesSell--04/29/16Morgan StanleySell60.0018.0x Discounted CY21E FCF 04/29/16MitsubishiBuy87.001.7x CY17E Price / Earnings / Growth 04/29/16FBRBuy94.006.0x CY17E Revenue 04/29/16Credit SuisseBuy90.006.8x CY16E Revenue 04/29/16BAMLSell70.004.6x CY17E Revenue Price Targets Current Price: $83.92 Unaffected Price: $67.36 (3) 05/17/16Pacific CrestHold--04/29/16NomuraHold95.00DCF 05/18/16Deutsche BankBuy95.006.0x CY17E Revenue 05/18/16BarclaysHold74.005.0x CY17E Revenue 06/14/16BMOHold90.005.8x CY17E Revenue Broker Recommendations Sell 18% Buy 46% Hold 36% Valuation Methodologies DCF 6 LFCF 1 BillingsRevenue Other18 2 BrokerPrice DateCompanyRec.TargetValuation Methodology 07/13/16RBCBuy$90.006.0x CY17E Revenue

Curry Standalone Valuation Analyses

NTM Revenue Multiples Over Time January 4, 2010 to July 26, 2016 2010 2011 2012 2013 2014 2015 2016YTD 5.5x 9.4 11.7 15.5 12.6 9.6 6.2 7.6x 8.2 6.5 6.9 7.0 7.2 6.5 - - 26.5 25.3 20.7 13.2 9.2 - - 13.9 13.0 12.7 11.7 8.2 3.9x 5.2 6.7 8.3 8.0 8.1 7.4 - 9.5 9.5 11.5 8.5 5.5 4.7 NTM Rev Mult. 20.0x 17.5x 15.0x 12.5x 10.0x WDAY: 9.7x NOW: 8.7x ULTI: 8.4x Curry: 7.0x CRM: 6.7x CSOD: 5.6x 7.5x 5.0x 2.5x 0.0x Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Source: CapitalIQ. (1) Based on closing share price as of June 27, 2016 (last closing share CONFIDENTIAL price prior to acquisition rumors). 11 | DRAFT Current 7.0x 6.7x9.7x8.7x8.4x5.6x Unaffected (1) 5.6x Average NTM Revenue Multiples Curry CRM WDAY NOW ULTI CSOD

Operating Statistics of Selected Companies 27% 27% % 22% 15% 29% 23% 5% 4% 13% 12% 11% Source: Capital IQ and company filings as of July 26, 2016. (1) Based on mean Wall Street consensus analyst research estimates as CONFIDENTIAL of July 26, 2016. 12 | DRAFT (2) Based on Curry Management Plan provided by Curry Management to Qatalyst in July 2016. CY17E LFCF Margin CY17E Op. Margin CY17E Gross Margin CY16E-CY17E Revenue Growth Legend Median: 13% 25%20% Median: 31% 31%31% 10%9% Curry Street (1) Curry Mgmt (2)NOWCRMCSODWDAYULTIADBERHT Median: 15% 22%16%15% Median: 36% 6%5% Curry Street (1) Curry Mgmt (2)ULTINOWCRMCSODWDAYADBERHT Median: 74% 70%68%77%77%74%73%64 Median: 87% 88%87% % Curry Street (1) Curry Mgmt (2)CRMNOWWDAYCSODULTIADBERHT Median: 24% 31%30% Median: 18 % 24%22%22 Curry Street (1) Curry Mgmt (2)WDAYNOWCSODULTICRMADBERHT Selected SaaS Selected Large-Cap High Growth Software

Trading Statistics of Selected Companies 8x 5.8x 22.6x 17.4x – Source: Capital IQ and company filings as of July 26, 2016. Multiples greater than 100.0x or negative noted as dashes. (1) Based on closing share price as of June 27, 2016 (last closing share price prior to acquisition rumors). In-the-money convertible debt treated on a net share basis. (2) Based on mean Wall Street consensus analyst research estimates as of July 26, 2016. 13 (3) NTM represents the 12-month period ending March 31, 2017. (4) Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max CONFIDENTIAL | DRAFT attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. Balance sheet items based on 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. (5) Assumes Convertible Notes cash settled. Make whole premium based on indenture dated June 4, 2013, assumes a close date of November 30, 2016. NTM UFCF Multiple (3) CY17E LFCF Multiple CY17E Revenue Multiple Legend Median: 37.0x 78.1x82.6x Median: 20.1 23.9x16 x .3x 37.8x36.2x32.7x 47.7x Curry Street Curry @ $109ULTICSODNOWCRMWDAYADBERHT (6/27/16)Per Share (1)(2)(4)(2)(4)(5) Median: 36.9x 76.4x74.8x68.7x Median: 20.0x .3x 47.0x 36.9x30.2x28 Curry Street Curry @ $109WDAYULTICSODNOWCRMADBERHT (6/27/16)Per Share (1)(2)(4)(2)(4)(5) Median: 7.2x 7.7x8.0x7.2x7.2x Median: 5. 6.8x 9x 4.7x 4. 8x 4. Curry Street Curry @ $109WDAYULTINOWCRMCSODADBERHT (6/27/16)Per Share (1)(2)(4)(2)(4)(5) Selected SaaS Selected Large-Cap High Growth Software

Summary of Curry Management Plan Cash Flow Projections ($MM) 26% Revenue % Growth Non-GAAP Operating Income % Margin Less: Taxes Effective Tax Rate NOPAT % Margin Less: Capital Expenditures % of Revenue Plus: Depreciation % of Capital Expenditures Plus: Decrease in Working Capital % of Revenue Unlevered Free Cash Flow % of Revenue % Growth $513 – 27 5% (3) 10% 24 5% (31) 6% 19 61% 49 10% 61 12% – $1,218 27% 61 5% (8) 13% 53 4% (60) 5% 42 70% 79 7% 115 9% 7% $1,533 26% 111 7% (10) 9% 100 7% (72) 5% 54 75% 100 7% 182 12% 59% $1,929 26% 185 10% (13) 7% 172 9% (91) 5% 72 80% 125 7% 279 14% 53% $2,425 26% 285 12% (17) 6% 268 11% (112) 5% 95 85% 158 7% 409 17% 47% $3,023 25% 414 14% (116) 28% 298 10% (139) 5% 125 90% 196 7% 480 16% 17% 63% 58% 44% Source: Curry Management Plan provided by Curry Management to Qatalyst in July 2016. 14 CONFIDENTIAL | DRAFT Curry Standalone Financial Performance'15A-'Q3-'Q4Terminal'21E CY2016E CY2017E CY2018E CY2019E CY2020E CY2021ECAGR

Illustrative Discounted Cash Flow Analysis Based on Curry Management Plan ($MM, except per share amounts) Implied Perpetuity Growth Rate PV of Unlevered FCF (Q3'16E - CY2020E) PV of Terminal Value (CY2021E & Beyond) 5.8% $803 7,820 6.5% $803 9,384 7.0% $803 10,948 7.8% $765 7,211 8.5% $765 8,653 9.0% $765 10,095 9.7% $730 6,659 10.4% $730 7,991 10.9% $730 9,322 Implied Enterprise Value Plus: PV of Federal NOLs and Tax Credits (CY2021E & Beyond) (1) Plus: Cash (2) Less: Debt (2) Implied Equity Value $8,623 183 411 (314) 8,902 $10,187 183 411 (314) 10,466 $11,750 183 411 (314) 12,030 $7,976 158 411 (314) 8,230 $9,418 158 411 (314) 9,672 $10,860 158 411 (314) 11,114 $7,388 137 411 (314) 7,622 $8,720 137 411 (314) 8,954 $10,052 137 411 (314) 10,286 Premium/(Discount) to Bogut Final Proposal of $109.00 Per Share Premium/(Discount) to 6/27/16 Share Price (4) (17%) 34% (3%) 57% 11% 80% (24%) 24% (10%) 45% 3% 67% (29%) 15% (17%) 35% (5%) 54% Note: Assumes mid-period discounting convention. (1) Based on Federal NOL and tax credits of $1,146MM as of December 31, 2020 per Curry Management. (2) Balance sheet items from Curry Management for the period ended June 30, 2016. In-the-money convertible debt treated on a net share basis. (3) Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. (4) Based on closing share price as of June 27, 2016 (last closing share price prior to acquisition rumors). 15 CONFIDENTIAL | DRAFT Implied Price Per Share - Assuming ~15% Dilution (3) $90.09 $105.73 $121.13 $83.34 $97.81 $112.18 $77.23 $90.61 $103.93 % of Enterprise Value in Terminal Value 91% 92% 93% 90% 92% 93% 90% 92% 93% Discount Rate: Terminal NTM UFCF Multiple: Implied Terminal NTM Revenue Multiple: Illustrative Present Value as of June 30, 2016 10.0% 12.0% 25.0x 30.0x 35.0x 25.0x 30.0x 35.0x 4.0x4.8x5.6x4.0x4.8x5.6x 14.0% 25.0x 30.0x 35.0x 4.0x4.8x5.6x Summary of Valuation Assumptions - Unlevered free cash flow projections and terminal value discounted to June 30, 2016 (mid-period convention) - Cash flow excludes impact of stock based compensation, amortization of intangibles, restructuring and other non-recurring items - Portion of Federal NOLs and R&D tax credits used to shield taxes over projection period with the remaining balance valued separately - Weighted average cost of capital range of 10.0% to 14.0% - Terminal value calculated using NTM UFCF multiple range of 25.0x – 35.0x terminal year (CY21E) UFCF of $480MM - Assumes, per Curry Management, current Curry shareholders incur ~15% cumulative dilution through issuance of equity awards over the projected period

Illustrative Selected Companies Analysis ($MM, except per share amounts) (1) (2) (3) Curry Street projections based on mean Wall Street consensus analyst research estimates as of July 26, 2016. Based on Curry Management Plan provided by Curry Management to Qatalyst in July 2016. Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. Balance sheet items based on 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. In-the-money convertible debt treated on a net share basis. Based on closing share price as of June 27, 2016 (last closing share price prior to acquisition rumors). (4) 16 CONFIDENTIAL | DRAFT Reference Range StatisticLowHigh Reference Range StatisticLowHigh Enterprise Value / CY17E Revenue Multiple $1,227 Trading Multiple Implied Curry Share Price (3) Premium/(Discount) to 6/27/16 Share Price (4) 5.0x7.0x $71.99$100.22 7%49% $1,218 5.0x7.0x $71.45$99.48 6%48% Curry Management Plan (2) Curry Street (1) Selected Companies Analysis

Selected SaaS Transactions ($MM) 05/31/16 Marketo Vista Equity Partners 1,789 1,700 7.5 5.9 64% 68% 5% 139% 28% (7%) 09/18/14 Concur SAP 7,768 8,286 12.6 10.2 28% 36% 1% 70% 23% 6% 06/04/13 ExactTarget Salesforce 2,671 2,570 7.9 6.5 53% 56% 36% 88% 22% (6%) 05/22/12 Ariba SAP 4,609 4,437 8.8 7.8 20% 32% 13% 103% 13% 14% 12/03/11 SuccessFactors (1) SAP 3,748 3,499 10.2 8.7 52% 47% (1%) 105% 17% 8% Source: Company press releases, Company filings, 451 Group and Wall Street research. Note: '-' = Not meaningful or not available. Multiples greater than 100.0x or negative considered not meaningful. (1) LTM revenue pro forma for acquisition of Plateau. (2) Reflects final Bogut proposal. Premiums based on closing price as of June 27, 2016 (last closing share price prior to acquisition rumors). LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. (3) Based on mean Wall Street consensus estimates as of July 26, 2016. Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. Balance sheet items from Curry 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. Represents cash settlement of 2018 Notes of $310MM face value with a conversion price of $116.10. Make whole premium based on indenture dated June 4, 2013, assumes a close date of November 30, 2016. 17 CONFIDENTIAL | DRAFT 10/24/11 RightNow Oracle 1,840 1,599 7.4 6.2 20% 38% 10% 117% 19% 5% Median: 8.1x 6.9x 38% 47% 5% 105% 19% 4% Mean: 8.9 7.4 41% 49% 9% 131% 20% 2% Max: 12.6x 10.2x 69% 69% 36% 370% 28% 14% Min: 6.3 5.3 18% 25% (5%) 70% 13% (9%) Implied Curry Statistics @ $109.00 per share (2)(3): $9,420 $9,388 11.8x 9.1x 62% 37% 9% 105% 30% 7% 02/09/12 Taleo Oracle 2,056 1,940 6.3 5.3 18% 25% 9% 109% 18% 4% 12/20/12 Eloqua Oracle 971 885 9.8 8.2 31% 34% (5%) 82% 19% (9%) 12/20/13 Responsys Oracle 1,679 1,572 8.1 6.9 38% 66% 35% 370% 18% 6% 04/18/16 Cvent Vista Equity Partners 1,647 1,502 8.0 6.5 69% 66% (2%) 90% 23% 1% FD FD Transaction multiples Premium NTM LTM Annc. Equity Ent. Revenue LTM Rev. LFCF Date Target Acquiror Value Value LTM NTM 1-Day 20-Day High Low Growth Margin 06/01/16 Demandware Salesforce $3,030 $2,834 11.2x 8.9x 56% 69% (1%) 167% 26% (0%)

Illustrative Selected Transactions Analysis ($MM, except per share amounts) (1) (2) (3) Curry Street projections based on mean Wall Street consensus analyst research estimates as of July 26, 2016. LTM represents the 12-month period ended March 31, 2016. NTM represents the 12-month period ending March 31, 2017. Common shares outstanding, RSUs, PSUs (at target except TSR PSUs at max attainment), and options schedule from Curry Management as of July 26, 2016. Excludes estimated ESPP shares to be issued in November, 2016. Balance sheet items based on 10-Q for the period ended March 31, 2016. Cash adjusted for $9.7MM acquisition of a professional services firm. Represents cash settlement of 2018 Convertible Notes of $310MM with a conversion price of $116.10. Make whole premium based on indenture dated June 4, 2013, assumes a close date of November 30, 2016. Based on closing share price as of June 27, 2016 (last closing share price prior to acquisition rumors). (4) 18 CONFIDENTIAL | DRAFT Reference Range Statistic (2)Low High Enterprise Value / LTM Revenue Multiple $793 Trading Multiple Implied Curry Price (3) Premium/(Discount) to 6/27/16 Share Price (4) Enterprise Value / NTM Revenue Multiple $1,029 Trading Multiple Implied Curry Price (3) Premium/(Discount) to 6/27/16 Share Price (4) 6.3x 12.6x $58.52 $115.61 (13%) 72% 5.3x 10.2x $64.20 $121.37 (5%) 80% Street Case (1) Selected Transaction Analysis

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NETSUITE INC.

/s/ ZACHARY NELSON

Zachary Nelson

Chief Executive Officer

September 27, 2016