netsuite inc. napa acquisition corporation oc acquisition llc oracle ...

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE TOTENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

NETSUITE INC.(Name of Subject Company (Issuer))

NAPA ACQUISITION CORPORATION(Offeror)

a subsidiary of

OC ACQUISITION LLC(Parent of Offeror)

a subsidiary of

ORACLE CORPORATION(Parent of Offeror)

(Names of Filing Persons)Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)64118Q107

(CUSIP Number of Class of Securities)Brian S. Higgins

Vice President and Associate General CounselOracle Corporation500 Oracle Parkway

Redwood City, California 94065Telephone: (650) 506-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)Copies to:

Keith A. FlaumJames R. Griffin

Weil, Gotshal & Manges LLP201 Redwood Shores Parkway

Redwood Shores, California 94065Telephone: (650) 802-3000

CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee**$9,473,545,994.00 $953,968.08

* 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 ofoutstanding 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 asof 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 havebeen 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.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registrationstatement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $953,968.08

Filing Party: Napa Acquisition Corporation, OC Acquisition LLC and OracleCorporation

Form or Registration No.: Schedule TO Date Filed: August 18, 2016

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.Check the appropriate boxes below to designate any transactions to which the statement relates:

x third–party tender offer subject to Rule 14d-1. ¨ issuer tender offer subject to Rule 13e-4. x going–private transaction subject to Rule 13e-3 ¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer ¨If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendmentsand supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on August 18, 2016 by Napa Acquisition Corporation, a Delawarecorporation (“Purchaser”), a subsidiary of OC Acquisition LLC, a Delaware limited liability company (“Parent”), which is a subsidiary of Oracle Corporation, aDelaware corporation (“Oracle”). The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value,$0.01 per share (the “Shares”), of NetSuite Inc., a Delaware corporation (“NetSuite”), at a purchase price of $109.00 per Share net to the seller in cash, without interestthereon 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 (the “Offer toPurchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, collectivelyconstitute the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

This Amendment is being filed solely to (a) report that the United States Department of Justice and has granted early termination of the waiting period applicableto the Offer under the Hart-Scott-Rodino Antitrust Improvement Act and (b) include additional disclosure in response to comments received by Oracle from the staff ofthe Securities and Exchange Commission.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to theextent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Schedule TO.

The Schedule TO is hereby amended as follows:

Amendingandrestatingtheintroductoryparagraphsonpage2oftheScheduleTOintheirentiretyasfollows:

“This combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO (together with any amendments andsupplements hereto, this “Schedule TO”) is filed by Napa Acquisition Corporation, a Delaware corporation (“Purchaser”), a subsidiary of OC Acquisition LLC, aDelaware limited liability company (“Parent”), which is a subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”). This Schedule TO relates to the offer byPurchaser to purchase all of the issued and outstanding shares of common stock, par value, $0.01 per share (the “Shares”), of NetSuite Inc., a Delaware corporation(“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 and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expresslyincorporated herein by reference in response to Items 1 through 9 and Items 11 and 13 of this Schedule TO.

The Agreement and Plan of Merger, dated as of July 28, 2016 (as it may be amended from time to time, the “Merger Agreement”), by and among NetSuite,Parent, Purchaser and (solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle, a copy of which is attached as Exhibit(d)(1) hereto, and the Tender and Support Agreements, dated as of July 28, 2016 (as they may be amended from time to time, the “Tender and Support Agreements”)with Zachary Nelson, Evan Goldberg, James McGeever and Ronald Gill, a copy of the form of which is attached as Exhibit (d)(2) hereto, and NetSuite RestrictedHoldings LLC, a limited liability company whose membership interests are beneficially owned by a trust controlled by Lawrence J. Ellison, a copy of which is attachedas Exhibit (d)(3) hereto, are incorporated herein by reference with respect to Items 4, 5, 6, 11 and 13 of this Schedule TO.”

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Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in theOffer to Purchase, are hereby amended as follows:

Supplementingpage2oftheOffertoPurchasetoaddimmediatelybeforethesection“THETENDEROFFER”thefollowing:

“SPECIAL FACTORS

1. Background of the Offer; Past Contacts or Negotiations with NetSuite

The information set forth in The Tender Offer – Section 10 – “Background of the Offer; Past Contacts or Negotiations with NetSuite” is incorporated herein byreference.

2. Purpose of the Offer; Plans for the NetSuite

The information set forth in The Tender Offer – Section 12 – “Purpose of the Offer; Plans for NetSuite” is incorporated herein by reference.

Oracle is undertaking the Offer and the Merger at this time to capitalize on the rapid growth of cloud-based enterprise resource planning (ERP). The acquisitionof NetSuite will assist Oracle in expanding its cloud software as a service offerings with a complementary set of cloud ERP and related cloud software applications forcustomers.

3. Position of NetSuite Regarding Fairness of the Offer and the Merger

The full text of the recommendations, and reasons therefor, of the NetSuite Board, and the full text of the written opinion of Qatalyst, which describes theassumptions made and qualifications and limitations on the review undertaken, are included in or as an annex to NetSuite’s Schedule 14D-9. Holders of Shares areurged to read the Schedule 14D-9, including the full text of the recommendation of the NetSuite Board and reasons therefor and the written opinion of Qatalystcarefully.

The NetSuite Board unanimously (upon the unanimous recommendation of the Transactions Committee): (i) determined that the Merger Agreement and thetransactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of NetSuite’s stockholders; (ii) approved and adopted theMerger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the Merger, inaccordance with the requirements of the DGCL; (iii) resolved to recommend that the stockholders of NetSuite accept the Offer and tender their Shares to Purchaserpursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the DGCL.

4. Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and the Merger

Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and the Merger

The rules of the SEC require Oracle, Parent and Purchaser to express their belief as to the fairness of the Offer and the Merger to the unaffiliated stockholders ofNetSuite. Oracle, Parent and Purchaser are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 andrelated rules under the Exchange Act. The views of Oracle, Parent and Purchaser should not be construed as a recommendation to any NetSuite stockholder regardingwhether to tender Shares into the Offer.

Oracle, Parent and Purchaser (through the Special Committee) attempted to negotiate the terms of a transaction that would be most favorable to Oracle, Parentand Purchaser and, accordingly, did not negotiate the

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Merger Agreement with the goal of obtaining terms that were fair to the stockholders of NetSuite. None of Oracle, Parent or Purchaser believes that it has or had anyfiduciary duty to NetSuite or its stockholders, including with respect to the Offer and the Merger and their terms. None of Oracle, Parent or Purchaser participated in thedeliberation process of the Transactions Committee and none of Oracle, Parent or Purchaser participated in the unanimous conclusion of the NetSuite Board (upon theunanimous recommendation of the Transactions Committee) that the Offer and the Merger were fair to and in the best interest of NetSuite’s stockholders. None ofOracle, Parent or Purchaser received advice from the NetSuite Board or its legal or financial advisors as to the substantive or procedural fairness of the Offer or theMerger.

Oracle, Parent and Purchaser believe that the Offer Price to be received by NetSuite’s unaffiliated stockholders pursuant to the Offer and the Merger is fair tosuch stockholders. Oracle, Parent and Purchaser base their belief on, among other things, the following material factors, each of which, in their judgment, supports theirviews:

• The Offer Price represents a 62% premium to the trading price at which the Shares closed on June 27, 2016, the last trading day before public speculation

and market rumors that NetSuite was potentially the subject of an acquisition transaction involving Oracle, and a 38% premium to the price at which theShares closed on June 15, 2016, 30 trading days before the execution by Oracle and NetSuite of the Merger Agreement.

• The Offer will provide holders with the option to choose immediate liquidity at a premium, without the brokerage and other costs typically associated withmarket sales.

• The Offer Price will be paid in cash, which provides certainty of value and immediate liquidity to NetSuite’s stockholders while avoiding long-termbusiness risk.

• NetSuite’s stockholders will not be obligated to tender Shares in the Offer, and if they so desire, will be able to exercise appraisal rights with respect to theMerger.

• The Offer and the Merger are not subject to any financing conditions.

• The other factors considered by, and the findings of, the NetSuite Board with respect to the substantive fairness of the Offer and the Merger to NetSuite’sstockholders (other than the LJE Parties, Oracle or their respective affiliates), as described in the Schedule 14D-9 under the heading “Item 4. TheSolicitation Or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board – Reasons for theRecommendation of the NetSuite Board,” which are expressly adopted by Oracle, Parent and Purchaser.

In addition, Oracle, Parent and Purchaser believe that the Offer is procedurally fair to NetSuite’s unaffiliated stockholders, based on the following factors:

• The Special Committee, comprised of independent and disinterested directors and advised by independent counsel and an independent financial adviser,

after having been delegated the full and exclusive power and authority to determine whether or not to enter into a transaction with NetSuite, exercised thatpower and authority completely independently.

• The Transactions Committee, comprised of independent and disinterested directors and advised by independent counsel and an independent financial

adviser, after having been delegated broad power and authority, advised and directed NetSuite with respect to the exploration, consideration andnegotiation of strategic alternative transactions, including the Offer and the Merger.

• The NetSuite Board unanimously (upon the unanimous recommendation of the Transactions Committee) (i) determined that the Merger Agreement and thetransactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of NetSuite’s stockholders; (ii) approved andadopted the Merger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including theOffer and the Merger, in accordance

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with the requirements of the DGCL; (iii) resolved to recommend that the stockholders of NetSuite accept the Offer and tender their Shares to Purchaserpursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) ofthe DGCL.

• The NetSuite Board and the Transactions Committee received a fairness opinion of Qatalyst that, as of July 27, 2016, and based upon and subject to thevarious limitations, qualifications, assumptions and other matters set forth in its opinion, the $109 per Share in cash to be received by holders of Shares(other than the LJE Parties, Oracle or any of their respective affiliates), pursuant to the Merger Agreement, was fair, from a financial point of view, to suchholders.

• The Merger Agreement permits NetSuite under certain circumstances to entertain unsolicited proposals for an acquisition that would reasonably beexpected to lead to an offer that is superior to the Offer and the Merger.

• The Merger Agreement permits the NetSuite Board under certain circumstances to (i) withdraw or modify its recommendation that the holders of Shares

accept the Offer and tender their Shares, including in connection with a Superior Offer, and (ii) terminate the Merger Agreement in order to accept aSuperior Offer and enter into a definitive agreement with respect to such Superior Offer.

• The Offer is conditioned upon there being validly tendered and not withdrawn a number of Shares that satisfies the Unaffiliated Tender Condition.

• The Offer structure allows NetSuite’s stockholders to decide voluntarily whether to tender Shares in the Offer, and unaffiliated stockholders will havesufficient time to make a decision whether to tender in the Offer.

• If the Offer is consummated, the Merger will be effected in which all remaining stockholders will receive the same price per Share as was paid in the Offer,without interest and less any applicable withholding tax.

• In the Tender and Support Agreement entered into by NRH, NRH has agreed that, if the NetSuite Board (upon the recommendation of the TransactionsCommittee) terminates the Merger Agreement to accept a Superior Proposal (or, if thereafter (in one or more iterations) the NetSuite Board terminates theMerger Agreement for such Superior Proposal and accepts an alternative Superior Proposal), it will support the then applicable Superior Proposal if it issupported by the holders of a majority of the Shares not beneficially owned by: (i) the executive officers or directors of NetSuite or their affiliates; (ii) theLJE Parties; or (iii) the ultimate parent entity of the purchaser in such Superior Proposal.

• The other factors considered by, and the findings of, the NetSuite Board with respect to the procedural fairness of the Offer and the Merger to NetSuite’sunaffiliated stockholders, as described in the Schedule 14D-9 under the heading “Item 4. The Solicitation Or Recommendation – Background of theTransactions; Reasons for the Recommendation of the NetSuite Board – Reasons for the Recommendation of the NetSuite Board,” which are expresslyadopted by Oracle, Parent and Purchaser.

Oracle, Parent and Purchaser also considered the following factors, each of which it considered negative in their considerations concerning the fairness of theterms of the transactions contemplated by the Merger Agreement:

• Tendering of Shares in the Offer and the consummation of the Merger would eliminate the opportunity for stockholders to participate in any possible futuregrowth and profits of NetSuite.

• As to the Offer Price, the financial interests of Oracle, Parent and Purchaser are different than the financial interests of NetSuite’s unaffiliated stockholders.

• The risks and costs to NetSuite if the Offer does not close, including the potential effect on business and customer relationships.

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• The sale of the Shares in the Offer or the Merger will be taxable for United States federal income tax purposes to tendering stockholders that are U.S.Holders.

• The other potentially negative factors considered by the NetSuite Board, and findings of the NetSuite Board with respect to potentially negative factors, as

described in the Schedule 14D-9 under the heading “Item 4. The Solicitation Or Recommendation – Background of the Transactions; Reasons for theRecommendation of the NetSuite Board – Reasons for the Recommendation of the NetSuite Board.”

Oracle, Parent and Purchaser did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching theirconclusion as to fairness.

Oracle, Parent and Purchaser’s consideration of the factors described above reflects their assessment of the fairness of the Offer Price to NetSuite’s unaffiliatedstockholders in relation to the going-concern value of NetSuite on a stand-alone basis. In reaching the conclusion as to fairness, Oracle, Parent and Purchaser did notconsider the liquidation value or net book value of NetSuite. The liquidation value was not considered because NetSuite is a viable going concern and each of Purchaserand NetSuite has no plans to liquidate NetSuite. Therefore, Oracle, Parent and Purchaser believe that the liquidation value of NetSuite is irrelevant to a determination asto whether the Offer or the Merger is fair to unaffiliated stockholders. Oracle, Parent and Purchaser did not consider net book value, which is an accounting concept, asa factor because NetSuite’s business is not of a nature whose value is traditionally measured as a multiple of book value, as NetSuite’s value is derived from cash flowsgenerated by continuing operations. Oracle, Parent and Purchaser believe that net book value is not a material indicator of the value of NetSuite as a going concern butrather is indicative of historical costs.

Opinion of Moelis & Company LLC

Moelis & Company LLC (“Moelis”) delivered to the Special Committee a written opinion, dated July 28, 2016, to the effect that, as of the date of the opinion andbased upon and subject to the assumptions, conditions and limitations set forth in the opinion, the consideration of $109.00 per Share in cash to be paid by Oracle in theOffer and the Merger, was fair from a financial point of view to Oracle.

The full text of Moelis’s written opinion dated July 28, 2016, which sets forth the assumptions made, procedures followed, matters considered andlimitations on the review undertaken in connection with the opinion, is attached as Exhibit (c)(7) to the Schedule TO and is incorporated herein by reference.Moelis’s opinion was provided for the use and benefit of the Special Committee (in its capacity as such) in its evaluation of the Offer and the Merger. Moelis’sopinion is limited solely to the fairness, from a financial point of view, of the consideration of $109.00 per Share in cash to be paid by Oracle in the Offer andthe Merger, and does not address Oracle’s underlying business decision to effect the Offer and the Merger or the relative merits of the Offer and the Mergeras compared to any alternative business strategies or transactions that might be available with respect to Oracle. Moelis’s opinion does not constitute arecommendation to any stockholder of NetSuite as to whether such stockholder should tender its Shares in the Offer. Moelis’s opinion was approved by aMoelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

• reviewed certain publicly available business and financial information related to NetSuite, including publicly available research analysts’ financialforecasts;

• reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of NetSuite furnished to Moelis byNetSuite, including financial forecasts provided to or discussed with Moelis by the management of NetSuite;

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• reviewed certain internal information relating to cost savings and synergies expected to result from the Offer and the Merger (the “Expected Synergies”)and certain other pro forma financial effects of the Offer and the Merger furnished to Moelis by Oracle;

• conducted discussions with members of the senior managements and representatives of Oracle (other than Mr. Ellison) and NetSuite concerning theinformation described in the first two bullet points of this section, as well as the business and prospects of NetSuite generally, and conducted discussionswith members of the senior management and representatives of Oracle (other than Mr. Ellison) concerning the information described in the third bulletpoint of this section;

• reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

• reviewed the financial terms of certain other transactions that Moelis deemed relevant;

• reviewed the Merger Agreement and reviewed the Tender and Support Agreements entered into by Oracle, Purchaser and the Supporting Stockholders;

• participated in certain discussions and negotiations among representatives of Oracle and NetSuite and their advisors; and

• conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

A summary of the pro forma financial effects that Moelis reviewed is set forth below under “Certain Prospective Financial Information about NetSuite.” Asummary of certain other financial forecasts reviewed by Moelis is set forth in NetSuite’s Schedule 14D-9 under “ Item4–TheSolicitationorRecommendation–CertainProspectiveFinancialInformationaboutNetSuite.”

In connection with its review, Moelis did not assume any responsibility for independent verification of any of the information supplied to, discussed with orreviewed by Moelis for the purpose of its opinion and has, with the consent of the Special Committee, relied on such information being complete and accurate in allmaterial respects. In addition, with the consent of the Special Committee, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities(contingent, derivative, off-balance-sheet, or otherwise) of NetSuite, nor was Moelis furnished with any such evaluation or appraisal. Moelis was furnished with afinancial analysis of NetSuite provided by Oracle’s management which, at the direction of the Special Committee, Moelis did not rely on in its financial analysis oropinion. With respect to the financial forecasts and other information relating to NetSuite, Expected Synergies and other pro forma financial effects referred to above,Moelis assumed, at the direction of the Special Committee, that such information was reasonably prepared on a basis reflecting the best currently available estimates andjudgments of the management of NetSuite or Oracle, as the case may be, as to the future performance of NetSuite, such Expected Synergies (including the amount,timing and achievability thereof) and such other pro forma financial effects. Moelis also assumed, at the direction of the Special Committee, that the future financialresults (including Expected Synergies) reflected in such forecasts and other information will be achieved at the times and in the amounts projected. In addition, at thedirection of the Special Committee, Moelis relied on the assessments of the management of Oracle as to (i) the existing technology, products and services of NetSuiteand the validity of, and risks associated with, the future technology, products and services of NetSuite; and (ii) Oracle’s ability to integrate the businesses of NetSuiteand Oracle. Moelis has assumed, with the consent of the Special Committee, that there will be no developments with respect to any of the foregoing that would affectMoelis’s analyses or opinion.

Moelis’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of,the date of the opinion. Moelis’s opinion did not address the fairness of the Offer and the Merger or any implications thereof to the holders of any class of securities,creditors or other constituencies of Oracle or NetSuite. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation tobe received by any officers, directors or employees of any parties to

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the Offer or the Merger or of Oracle, or any class of such persons, relative to the consideration of $109.00 per Share in cash or otherwise. At the direction of the SpecialCommittee, Moelis was not asked to, nor did it, offer any opinion as to any terms of the Merger Agreement or any Tender and Support Agreement or any aspect orimplication of the Offer or the Merger, except for the consideration of $109.00 per Share in cash to the extent expressly specified in Moelis’s opinion. Moelis is not atax, legal, regulatory or accounting expert, and assumed and relied upon, without independent verification, the assessments of Oracle and its other advisors with respectto all tax, legal, regulatory and accounting matters. In rendering its opinion, Moelis assumed, with the consent of the Special Committee, that the Offer and the Mergerwould be consummated in accordance with their terms and that the parties to the Merger Agreement and Tender and Support Agreements would comply with all thematerial terms of the Merger Agreement and Tender and Support Agreements, as applicable. Moelis also has assumed, with the consent of the Special Committee, thatall governmental, regulatory or other consents and approvals necessary for the consummation of the Offer and the Merger will be obtained without the imposition of anydelay, limitation, restriction, divestiture or condition that would have an adverse effect on NetSuite or Oracle or on the expected benefits to Oracle of the Offer and theMerger. Except as described in this summary, Oracle and the Special Committee imposed no other instructions or limitations on Moelis with respect to theinvestigations made or procedures followed by Moelis in rendering its opinion.

The following is a summary of the material financial analyses reviewed by Moelis with the Special Committee at its meeting held on July 25, 2016, andreaffirmed to the Special Committee at its meeting held on July 27, 2016, and is qualified in its entirety by reference to Moelis’s written opinion, dated July 28, 2016,and the complete written presentation reviewed with the Special Committee, which we refer to as the fairness presentation. A copy of the fairness presentation has beenfiled as an exhibit to this Schedule TO, will be made available for inspection and copying at the principal executive offices of Oracle during its regular business hoursby any interested holder of Shares, and may be obtained by requesting it in writing from Oracle at the address set forth in Section 8 entitled “Certain InformationConcerning Oracle, Parent and Purchaser.” Moelis provided these materials for the use and benefit of the Special Committee (in its capacity as such) in its evaluation ofthe Offer and the Merger.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’s analyses, thetables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the datadescribed below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying theanalyses, could create a misleading or incomplete view of Moelis’s analyses.

Financial Analyses of NetSuite

SelectedPubliclyTradedCompaniesAnalysis.

Moelis reviewed and compared financial and stock market information of the selected publicly traded “software as a service” (“SaaS”) companies listed below.Although not directly comparable to NetSuite, these companies share certain business characteristics similar to NetSuite and were selected by Moelis based on Moelis’sprofessional judgment. Moelis reviewed, among other things, enterprise values of the selected companies (calculated as market value of the relevant company’s dilutedcommon equity based on its closing stock price on July 22, 2016, plus preferred stock, plus, as of the relevant company’s most recently reported quarter end, short-termand long-term debt, less cash and cash equivalents, plus book value of non-controlling interests) as a multiple, to the extent information was publicly available, ofestimated revenue for calendar years 2016 (“CY 2016”) and 2017 (“CY 2017”). Financial data for the selected companies was based on certain publicly availableconsensus research analysts’ estimates, public filings and other publicly available information.

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The estimated revenue multiples for the selected companies are summarized in the table below:

Company EV / CY 2016 Revenue EV / CY 2017 Revenue salesforce.com, inc. 7.1x 5.8x Workday, Inc. 10.4x 8.0x ServiceNow, Inc. 9.5x 7.3x Palo Alto Networks, Inc. 7.8x 5.9x Splunk, Inc. 8.8x 6.9x The Ultimate Software Group, Inc. 8.3x 6.8x Cornerstone OnDemand, Inc. 5.9x 4.8x

The mean and median estimated revenue multiples for the selected companies were each 8.3x in the case of CY 2016, and 6.5x and 6.8x, respectively, in the caseof CY 2017.

Moelis then applied ranges of selected multiples derived from the selected companies of 7.0x to 9.0x to the estimated revenue of NetSuite for CY 2016 and 6.0xto 7.5x to the estimated revenue of NetSuite for CY 2017. Revenue for NetSuite was based on data provided by NetSuite’s management, which representedmanagement’s best estimate of NetSuite’s future performance. This analysis indicated the following implied per share reference ranges for NetSuite, as compared to the$109.00 per Share in cash consideration:

Implied Per Share Reference Ranges Based On:

CY 2016 Revenue CY 2017Revenue Consideration

$79 - $101

$86 -$107 $109

SelectedPrecedentTransactionsAnalysis.Moelis reviewed certain financial information of selected transactions announced between October 2011 and June2016. Although these selected transactions were used for comparison purposes, none of the selected transactions or the companies involved in them was either identicalor directly comparable to the Offer or the Merger or NetSuite. Moelis reviewed, among other things, announced transaction enterprise values of the selected transactionsas a multiple, to the extent information was publicly available, of revenue in the four fiscal quarters prior to the applicable transaction (“LTM Revenue”), and ofestimated revenue for the four fiscal quarters following the applicable transaction (“NTM Revenue”). Financial data for the relevant transaction was based on publiclyavailable information at the time of announcement of the relevant transaction.

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The list of selected transactions and related LTM Revenue and NTM Revenue multiples are set forth below:

DateAnnounced Target Acquirer

ImpliedTEV (1)

EV/LTMRevenue

EV/NTMRevenue

LTM to NTM

RevenueGrowth

June 1, 2016 Demandware, Inc. salesforce.com, inc. $2,788 11.0x 8.7x 26.0% October 21, 2015 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC $4,446 9.2x 8.0x 14.0% December 22, 2014 DataLogix Holdings, Inc. (2) Oracle Corporation $1,189 11.6x 8.3x 39.4% September 18, 2014 Concur Technologies, Inc. SAP America, Inc. $8,592 12.9x 10.6x 21.2% June 13, 2014 OpenTable, Inc. The Priceline Group, Inc. $2,570 13.0x 10.9x 19.0% December 20, 2013 Responsys, Inc. Oracle Corporation $1,457 7.5x 6.4x 17.5% June 4, 2013 ExactTarget, Inc. salesforce.com, inc. $2,539 8.0x 6.5x 23.9% December 20, 2012 Eloqua, Inc. Oracle Corporation $ 872 9.7x 8.1x 19.4% August 27, 2012 Kenexa Corp. IBM $1,298 4.1x 3.3x 25.0% May 22, 2012 Ariba Inc. SAP America, Inc. $4,411 8.8x 7.8x 13.3% February 9, 2012 Taleo Corp. Oracle Corporation $1,942 6.3x 5.3x 18.3% December 3, 2011 SuccessFactors, Inc. SAP America, Inc. $3,571 12.2x 8.9x 37.9% October 24, 2011 Rightnow Technologies, Inc. Oracle Corporation $1,606 7.4x 6.5x 14.1% (1) Dollars in millions.(2) DataLogix Holdings, Inc. financial information provided by management of Oracle, as DataLogix Holdings, Inc. was private at the time of the transaction.

The mean and median LTM Revenue multiples for the selected transactions were 9.3x and 9.2x, respectively, and the mean and median NTM Revenue multiplesfor the selected transactions were 7.6x and 8.0x, respectively.

Moelis then applied a range of selected multiples derived from the selected transactions of 9.0x to 13.0x to NetSuite’s revenue for the 12-month period endedJune 30, 2016 and of 8.0x to 11.0x to NetSuite’s projected revenue for the 12-month period ended June 30, 2017, as provided by NetSuite’s management. In selecting itsprecedent transaction multiples for its financial analysis, Moelis considered (i) that recent transactions have typically occurred at higher implied transaction revenuemultiples than in the earlier years of the sample and (ii) that NetSuite operates on a larger scale than the targets in the selected transactions and at greater LTM to NTMRevenue growth (28.1%, based on NetSuite management’s preliminary results and forecasts as of June 30, 2016 and June 30, 2017, respectively) than the mean andmedian LTM to NTM Revenue growths for the targets in the selected transactions (which were 22.3% and 19.4%, respectively). This analysis indicated the followingimplied per share reference range for NetSuite, as compared to the $109.00 per Share in cash consideration:

Implied Per Share Reference Ranges Based on: Implied EV / LTM Revenue Implied EV / NTM Revenue Consideration

$89 - $127 $101 - $138 $109

DiscountedCashFlowAnalysis.

Moelis performed a discounted cash flow (“DCF”) analysis of NetSuite using financial forecasts and other information and data provided by Oracle’smanagement to calculate the present value of the estimated future unlevered free cash flows projected to be generated by NetSuite. The DCF analysis performed was nota standalone DCF of NetSuite, but instead illustrates the DCF value of the incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows andincludes the impact of synergies and other benefits that would

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be available only to Oracle pro forma for the Offer and the Merger. Moelis performed this DCF analysis using estimated future unlevered cash flows under three cases:and Upside Case, Base Case and Conservative Case, in each case as described below in the section titled “ CertainProspectiveFinancialInformationaboutNetSuite.”In performing the DCF analysis, Moelis utilized a range of discount rates of 9.0% to 12.0% derived from NetSuite’s weighted average cost of capital.

The resulting range of discount rates was used to calculate estimated present values as of November 30, 2016 of (a) the incremental impact of the acquisition ofNetSuite to Oracle’s revenue and cash flows (including the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition ofNetSuite) for the fiscal quarter ended February 28, 2017 through the fiscal year ended May 30, 2021, and (b) an estimated terminal value derived by applying a multiplerange to the terminal projection of the incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows (including the impact of synergies and otherbenefits that are available only to Oracle pro forma for the acquisition of NetSuite) of 8.0x to 9.0x, with respect to the Upside Case, 7.5x to 8.5x, with respect to theBase Case, and 7.0x to 8.0x, with respect to the Conservative Case.

This analysis indicated the following implied per share reference range for the incremental impact of the acquisition of NetSuite to Oracle’s revenue and cashflows (including the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition of NetSuite), as compared to the $109.00 perShare in cash consideration:

Implied Per Share Reference Range Based on: Upside Case Base Case Conservative Case Consideration$168 - $211 $141 - $178 $117 - $148 $109

The implied per share reference ranges above (a) do not include any incremental value associated with NetSuite’s $889 million of federal and state net operatinglosses, per Oracle management, and (b) reflect an implied terminal unlevered free cash flow growth rate of 6.3% to 9.5% with respect to the Upside Case, 6.1% to 9.4%with respect to the Base Case, and 6.1% to 9.4% with respect to the Conservative Case.

Other Information

Moelis also noted for the Special Committee certain additional factors that were not considered part of Moelis’s financial analysis with respect to its opinion butwere referenced for informational purposes, including, among other things:

• the historical closing trading prices for the Shares during the one-year and three-year period ended July 22, 2016, which reflected low and high stock pricesduring such periods ranging from $52 to $120 per Share; and

• stock price targets for the Common Stock in Wall Street research analysts’ reports reviewed by Moelis, which indicated low and high stock price targetsranging from $60.00 to $130.00 per share.

Miscellaneous

This summary of the analyses is not a complete description of Moelis’s opinion or the analyses underlying, and factors considered in connection with, Moelis’sopinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selectingportions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’sopinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis.Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

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No company or transaction used in the analyses described above is identical to NetSuite or the Offer or the Merger. In addition, such analyses do not purport to beappraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are notnecessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described aboveare inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Oracle, Parent,Purchaser, NetSuite or Moelis or any other person assumes responsibility if future results are materially different from those forecast.

The consideration to be paid pursuant to the Merger Agreement was determined through arm’s-length negotiations between the Transactions Committee and theSpecial Committee, respectively, and was approved by the Special Committee. Moelis did not recommend any specific consideration to Oracle or the SpecialCommittee, or that any specific amount or type of consideration constituted the only appropriate consideration for the Offer and the Merger.

Moelis acted as financial advisor to the Special Committee in connection with the Offer and the Merger pursuant to the engagement letter between Moelis and theSpecial Committee, dated May 10, 2016 (the “Engagement Letter”), and for its services will receive:(a) an evaluation phase fee of $1.0 million, which became payableupon execution of the Engagement Letter, to be credited against the transaction fee; (b) a transaction fee of $17.0 million if the Merger is consummated (the“Transaction Fee”); (c) an opinion fee of $2.0 million, which became payable in connection with the delivery of its opinion, regardless of the conclusion reached thereinand regardless of whether the merger is consummated, to be credited against the transaction fee; and (d) if the merger is not consummated, but Oracle receivescompensation (not including reimbursement of expenses) pursuant to the termination provisions of the merger agreement, a termination fee equal to the lesser of $17.0million and 10% of the total of such compensation. Oracle has also agreed in the engagement letter to reimburse Moelis for reasonable expenses Moelis has incurred inperforming services arising out of its engagement, including the reasonable costs of Moelis’s legal counsel, provided that such costs and expenses do not exceed$75,000 without the prior written consent of the Special Committee, and to indemnify Moelis for certain liabilities, including liabilities under the federal securities laws,arising out of its engagement.

Moelis’s affiliates, employees, officers and partners may at any time own securities (long or short) of NetSuite, Oracle and their respective affiliates. Moelis mayprovide investment banking and other services to Oracle (or its affiliates) in the future and may receive compensation for such services. In the past two years prior to thedate of the opinion, Moelis has not provided any investment banking or other services for NetSuite or Oracle.

The Special Committee selected Moelis as its financial advisor in connection with the Offer and the Merger based on, among other things, Moelis’s experiencewith similar transactions, its industry expertise and an assessment of its independence, including the fact that Moelis had not provided investment banking services toOracle or NetSuite in the preceding five years and otherwise had no material relationships (personal or financial) with Oracle or NetSuite or their respective executiveofficers or directors. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions,corporate restructurings, and valuations for corporate and other purposes. Moelis has provided its written consent to the reproduction of its opinion in this Offer toPurchase.

Other Presentations by Moelis

In addition to the fairness presentation described above, Moelis had discussions with the Special Committee at meetings held July 8, 2016, June 30, 2016, June14, 2016, June 8, 2016, May 27, 2016, May 20, 2016 and April 19, 2016 at which written presentations were given. Copies of such presentations have been filed asexhibits to the Schedule TO, will be made available for inspection and copying at the principal executive offices of Oracle during its regular business hours by anyinterested holder of Shares, and may be obtained by requesting

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it in writing from Oracle at the address described in the Section 8 entitled “ CertainInformationConcerningOracle,ParentandPurchaser.” Moelis provided thesematerials for the use and benefit of the Special Committee (in its capacity as such) in connection with the Offer and the Merger.

These presentations do not constitute, or form the basis of, an opinion of Moelis with respect to the Offer or the Merger or any other matter. These presentationswere given to the Special Committee to assist in the negotiations with NetSuite and contained, among other things, the strategic rationale of a transaction betweenOracle and NetSuite, an outline of the terms of Oracle’s bid as of such date, the status of negotiations with NetSuite, and, in the case of the May 27, 2016 presentation,Moelis’s preliminary financial analysis (including a selected publicly traded companies analysis, selected precedent transactions analysis and discounted cash flowanalysis), in each case subject to further updates reflected in the fairness presentation.

Certain Prospective Financial Information About NetSuite

In connection with the Special Committee’s evaluation of the Offer and the Merger, Oracle management prepared an incremental model demonstrating theillustrative incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows and including the impact of synergies and other benefits that areavailable only to Oracle pro forma for the acquisition of NetSuite (the “Oracle Incremental Model”). The Oracle Incremental Model reflects calendarization to a May 31fiscal year end to align with Oracle’s fiscal year. The Oracle Incremental Model includes three scenarios, a conservative case, a base case, and an upside case,representing different levels of projected subscription and support revenue, professional services revenue, and research and development expense. The conservative casereflects conservative assumptions regarding cost synergies and standalone revenue performance, the base case reflects anticipated revenue synergies and cost synergies,and the upside case reflects anticipated cost synergies and a higher level of revenue synergies. The base case reflects slightly higher direct subscription and supportrevenue than contemplated by NetSuite’s standalone projections, given Oracle’s increased scale and global coverage, slightly lower indirect new subscription andsupport revenue, as Oracle may be less reliant NetSuite’s indirect channel, and lower professional services revenue given Oracle’s de-emphasis of professional servicesand focus on recurring revenue growth. Consistent with Oracle’s practice in other acquisitions, it did not prepare projections for NetSuite on a standalone basis. TheOracle Incremental Model was not prepared with a view toward public disclosure and, accordingly, does not necessarily comply with published guidelines of the SEC orestablished by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. Oracle andNetSuite’s respective independent registered public accounting firms have not compiled, examined, audited or performed any procedures with respect to the OracleIncremental Model, and have not expressed any opinion or any other form of assurance on this information or its achievability.

The table below presents a summary of the Oracle Incremental Model, including historical information for NetSuite for the 12-month period ended June 30, 2016on a stand alone basis (the “LTM Financial Information”), and prospective information for NetSuite for the six months ended May 31, 2017 and fiscal year 2018through fiscal year 2021 on a pro forma basis demonstrating the illustrative incremental impact of the acquisition of NetSuite to Oracle’s revenue and cash flows andincluding the impact of synergies and other benefits that are available only to Oracle pro forma for the acquisition of NetSuite. The Oracle Incremental Model, includingthe LTM Financial Information, were provided to the Special Committee in connection with its evaluation of the Offer and the Merger, and were approved by theSpecial Committee for Moelis’s use and reliance in connection with its financial analyses and opinion to the Special Committee, as described under the caption “– Opinion of Moelis & Company LLC.” This summary of the Oracle Incremental Model is included solely to give NetSuite stockholders access to certain financialprojections that were made available to the Special Committee and Moelis, and is not included in this Schedule TO/A to influence a NetSuite stockholder’s decisionwhether to tender Shares in the Offer or for any other purpose.

The Oracle Incremental Model, while presented with numerical specificity, was based on numerous variables and assumptions that necessarily involve judgmentswith respect to, among other things, future

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economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict and many of which are beyondOracle or NetSuite’s control. The Oracle Incremental Model also reflects assumptions as to certain business decisions that are subject to change. The Oracle IncrementalModel was prepared in the process of the Special Committee’s consideration of the Offer and the Merger and have not been updated. Given that the Oracle IncrementalModel covers multiple years, by its nature, it becomes subject to greater uncertainty with each successive year. Important factors that may affect actual results and theachievability of the Oracle Incremental Model include, but are not limited to: (a) the timing of client renewals, upgrades and expansions and introduction of newproducts; (b) market acceptance of new products; (c) impact of competitive products and pricing; (d) the effect of regulatory actions; (e) the effect of global economicconditions; (f) fluctuations in foreign currency exchange rates; (g) the cost and effect of changes in tax and other legislation; and (h) other risk factors described inNetSuite’s annual report on Form 10-K for the fiscal year ended December 31, 2015, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K, andin Oracle’s annual report on Form 10-K for the fiscal year ended May 31, 2016, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. Inaddition, the Oracle Incremental Model may be affected by Oracle’s or NetSuite’s ability to achieve strategic goals, objectives and targets over the applicable period.

The Oracle Incremental Model also reflects assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on:(a) actual results; (b) revised prospects for Oracle’s or NetSuite’s business; (c) changes in general business or economic conditions; or (d) any other transaction or eventthat has occurred or that may occur and that was not anticipated when the NetSuite Projections were prepared. In addition, the Oracle Incremental Model does not takeinto account any circumstances, transactions or events occurring after the dates on which the Net Suite Projections or the Oracle Incremental Model were prepared.Accordingly, actual results will differ, and may differ materially, from those contained in the Oracle Incremental Model. There can be no assurance that the financialresults in the Oracle Incremental Model will be realized, or that future actual financial results will not materially vary from those in the Oracle Incremental Model.

The inclusion of the Oracle Incremental Model should not be regarded as an indication that Oracle, NetSuite or any of their respective affiliates, officers,directors, advisors or other representatives consider the Oracle Incremental Model to be predictive of actual future events, and the Oracle Incremental Model should notbe relied upon as such. None of Oracle, NetSuite or any of their respective affiliates, officers, directors, advisors or other representatives gives any Oracle or NetSuitestockholder or any other person any assurance that actual results will not differ materially from the Oracle Incremental Model. Except as otherwise required by law,Oracle, NetSuite and their respective affiliates, officers, directors, advisors or other representatives undertake no obligation to update or otherwise revise or reconcile theOracle Incremental Model to reflect circumstances existing after the dates on which the NetSuite Projections or the Oracle Incremental Model were prepared or toreflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the NetSuite Projections or the Oracle IncrementalModel are shown to be in error.

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In light of the foregoing factors and the uncertainties inherent in the Oracle Incremental Model, NetSuite stockholders and others are cautioned not to placeundue, if any, reliance on the Oracle Incremental Model. (in millions) (1)

LTM

6/30/2016 ($) (2) H2’17E

(3) FY2018E ($) FY2019E ($) FY2020E ($) FY2021E ($) Conservative Case Revenue 846.4 524.0 1,284.2 1,557.5 1,864.2 2,208.0 Non-GAAP Gross Profit (4) 585.8 368.5 921.4 1,144.8 1,401.2 1,697.0 Non-GAAP Operating Expenses (5) 558.2 252.7 569.5 600.6 651.0 711.2 Non-GAAP EBIT (6) 27.6 115.8 351.9 544.2 750.2 985.8

Base Case Revenue 846.4 524.5 1,341.5 1,686.6 2,080.9 2,526.7 Non-GAAP Gross Profit (4) 585.8 370.5 968.6 1,246.0 1,572.7 1,950.1 Non-GAAP Operating Expenses (5) 558.2 258.3 594.5 643.4 711.9 784.9 Non-GAAP EBIT (6) 27.6 112.2 374.1 602.6 860.9 1,165.2

Upside Case Revenue 846.4 524.0 1,383.7 1,805.1 2,299.5 2,852.8 Non-GAAP Gross Profit (4) 585.8 371.7 1,003.0 1,337.8 1,745.2 2,207.1 Non-GAAP Operating Expenses (5) 558.2 262.0 614.3 683.0 778.3 880.4 Non-GAAP EBIT (6) 27.6 109.7 388.7 654.8 967.0 1,326.7 (1) The projected financial data provided in this table has not been updated to reflect Oracle or NetSuite’s current views of Oracle or NetSuite’s future financial

performance, and should not be treated as guidance with respect to projected results for 2016 or any other period.(2) Last 12-month financial information represents data as provided by Oracle management, which may differ from NetSuite’s presentation of historical results.(3) Represents the Oracle Incremental Model during the second half of Oracle’s fiscal year ended May 31, 2017, including certain anticipated synergies.(4) Non-GAAP Gross Profit, as used in the Oracle Incremental Model, excludes expenses related to stock-based compensation and amortization of intangible assets.(5) Non-GAAP Operating Expenses, as used in the Oracle Incremental Model, excludes expenses related to stock-based compensation, amortization of intangible

assets, transaction costs and employee termination costs related to business combinations, non-cash interest on convertible debt and income tax benefit associatedwith business combinations, and reflects adjustments by Oracle management for capitalization of certain development costs incurred in connection with itsinternal use software and website.

(6) Non-GAAP EBIT, as used in the Oracle Incremental Model, excludes expenses related to stock-based compensation, amortization of intangible assets,transaction and employee termination costs related to business combinations, non-cash interest on convertible debt and income tax benefit associated withbusiness combinations and includes dilutive shares where applicable.

The foregoing discussion of the information and factors considered and given weight by Oracle, Parent and Purchaser is not intended to be exhaustive, but isbelieved to include the material factors considered by Oracle, Parent and Purchaser. Oracle, Parent and Purchaser’s views as to the fairness of the Offer and the Mergerto NetSuite stockholders should not be construed as a recommendation to any stockholder regarding whether to tender Shares into the Offer.

5. Certain Effects of the Offer

The information set forth in The Tender Offer – Section 13 – “Certain Effects of the Offer” is incorporated herein by reference.

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6. The Merger Agreement; Other Agreements

The information set forth in The Tender Offer – Section 11 – “The Merger Agreement; Other Agreements” is incorporated herein by reference.

7. Appraisal Rights

The information set forth in The Tender Offer – Section 17 – “Appraisal Rights” and in the Schedule 14D-9 under the heading “Item 8. Additional Information –Appraisal Rights” is incorporated herein by reference.

8. Transactions and Arrangements Concerning the Shares

The information set forth in The Tender Offer – Section 8 – “Certain Information Concerning Oracle, Parent and Purchaser” is incorporated herein by reference.

9. Certain Relationships between Oracle, Parent and Purchaser and NetSuite

There are no relationships between Oracle, Parent and Purchaser or any of their respective affiliates, on the one hand, and NetSuite, on the other hand, that wouldrequire disclosure under the rules and regulations of the SEC applicable to this Offer to Purchase other than in respect of the Merger Agreement and those arrangementsdescribed in The Tender Offer – Section 8 – “Certain Information Concerning Oracle, Parent and Purchaser,” The Tender Offer – Section 10 “Background of the Offer;Past Contracts or Negotiations with NetSuite” and The Tender Offer – Section 11 – “The Merger Agreement; Other Agreements.”

10. Interests of Directors and Executive Officers in the Offer and the Merger

In considering the fairness of the consideration to be received in the Offer and the Merger, the stockholders of NetSuite should be aware that certain directors andexecutive officers of NetSuite have interests in the Offer and the Merger that may present them with certain actual or potential conflicts of interest. A description ofthese interests, including the information required to be disclosed pursuant to Item 402(t) of Regulation S-K, is included in the Schedule 14D-9 under the headings“Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation” and “Item 8. Additional Information,” whichdescription and information is incorporated herein by reference.”

AmendingandsupplementingthesecondtolastparagraphinTheTenderOffer–Section8–“CertainInformationConcerningOracle,ParentandPurchaser”onpage13oftheOffertoPurchasetoaddattheendofsuchparagraphthefollowing:

“None of Oracle, Parent or Purchaser has made any arrangements in connection with the Offer to provide unaffiliated NetSuite stockholders access to their corporatefiles or to obtain counsel or appraisal services at their expense.

In light of Lawrence J. Ellison’s indirect beneficial ownership of approximately 39.5% of the outstanding shares of common stock of NetSuite, Mr. Ellison andOracle may be construed to be “affiliates” of NetSuite within the meaning of Rule 13e-3; however, nothing herein shall constitute an admission that either Mr. Ellisonor Oracle “controls” (or is an affiliate of) NetSuite.”

AmendingandsupplementingthefirstparagraphinSection16–“CertainLegalMatters;RegulatoryApprovals–AntitrustCompliance”onpage47oftheOffertoPurchasetoaddattheendofsuchparagraphthefollowing:

“On September 26, 2016, the FTC granted early termination of the waiting period applicable to the Offer under the HSR Act. As a result, the Antitrust Condition hasbeen satisfied inasmuch as the waiting period applicable to the Offer under the HSR Act has terminated.”

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AmendingandsupplementingTheTenderOffer–Section18–“FeesandExpenses”onpage50oftheOffertoPurchasetoaddasanewlastparagraphthefollowing:

“The following table is an estimate of fees and expenses we will incur in connection with the Offer and the Merger:

Filing Fees $ 953,968 Depositary and Paying Agent Fees $ 1,000 Information Agent $ 25,000 Legal, Printing and Mailing and Other Miscellaneous Fees and Expenses $ 2,550,000 Other Professional Fees and Expenses $ 17,000,000

Total $ 20,529,968

In addition, NetSuite will incur its own fees and expenses in connection with the Offer and the Merger.”

AmendingandsupplementingtheScheduleTOtoaddthefollowingasnewItem13oftheScheduleTO:

“ Item 13. Information Required by Schedule 13E-3.

The following sets forth information required by Schedule 13E-3 that has not already been set forth in Items 1 through 12 above. The information set forth in theOffer to Purchase, as amended above, is incorporated herein by reference to the items required by Schedule 13E-3.

Item 2. Subject Company Information.

(d) Dividends. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• The Tender Offer – Section 6 – “Price Range of Shares; Dividends”

(e) PriorPublicOfferings. Not applicable.

(f) PriorStockPurchases.Not applicable.

Item 4. Terms of the Transaction.

(c) DifferentTerms. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• the “Summary Term Sheet”

• Special Factors – Section 6 – “The Merger Agreement; Other Agreements”

The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 3. Past Contacts, Transactions, Negotiations and Agreements – Agreements between NetSuite, Parent, Purchaser and Oracle – Tender and SupportAgreements”

(d) AppraisalRights. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

• Special Factors – Section 7 – “Appraisal Rights”

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• “Item 8. Additional Information – Appraisal Rights”

• “Annex B – Section 262 of the Delaware General Corporation Law”

(e) ProvisionsforUnaffiliatedSecurityHolders. None.

(f) EligibilityforListingorTrading. Not applicable.

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

(c), (e) NegotiationsorContacts;AgreementsInvolvingtheSubjectCompany’sSecurities. The information set forth in the following sections of the Offer to Purchaseis incorporated herein by reference:

• the “Introduction”


• Special Factors – Section 1 – “Background of the Offer; Past Contacts or Negotiations with NetSuite”


• Special Factors – Section 8 – “Transactions and Arrangements Concerning the Shares”

• Schedule I


• “Item 3. Past Contacts, Transactions, Negotiations and Agreements”

• “Item 4. The Solicitation or Recommendation”

The information set forth in 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)(8) UseofSecuritiesAcquired;Plans.The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:



• Special Factors – Section 2 - “Purpose of the Offer; Plans for NetSuite”

• Special Factors – Section 5 – “Certain Effects of the Offer”

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:




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• Special Factors – Section 2 – “Purpose of the Offer; Plans for NetSuite”



• Schedule I


• “Item 4. The Solicitation or Recommendation – Background of the Transactions; Reasons for the Recommendation of the NetSuite Board”

(b) Alternatives. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:






(c) Reasons.The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:







• Schedule I



(d) Effects.The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:





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• The Tender Offer – Section 5 – “Certain U.S. Federal Income Tax Consequences of the Offer”

• Schedule I

The information set forth in the following sections of the Schedule 14D-9 is incorporated herein by reference:



Item 8. Fairness of the Transaction.

(a)-(d) Fairness;FactorsConsideredinDeterminingFairness;ApprovalofSecurityHolders;UnaffiliatedRepresentative. The information set forth in the followingsections of the Offer to Purchase is incorporated herein by reference:



• Special Factors – Section 3 – “Position of NetSuite Regarding Fairness of the Offer and the Merger”

• Special Factors – Section 4 – “Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and Merger”



(f) OtherOffers.Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations.

(a) and (b) Report,OpinionorAppraisal;PreparerandSummaryoftheReport. The information set forth in the following sections of the Offer to Purchase isincorporated herein by reference:


• Special Factors – Section 4 – “Position of Oracle, Parent and Purchaser Regarding Fairness of the Offer and Merger”




(c) AvailabilityofDocuments. The reports, opinion or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executiveoffices of Oracle during its regular business hours by any interested holder of Shares or representative of any such interested holder who has been so designated inwriting.

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

(c) Expenses. The information set forth in the following section of the Offer to Purchase is incorporated herein by reference:

• The Tender Offer – Section 18 – “Fees and Expenses”

Item 12. The Solicitation or Recommendation.

(d) IntenttoTenderorVoteinaGoing-PrivateTransaction.The information set forth in the following sections of the Offer to Purchase is incorporated herein byreference:




• Special Factors – Section 8 – “Transactions and Arrangements Concerning Shares”




(e) RecommendationsofOthers.The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:




• Special Factors – Section 8 – “Transactions and Arrangements Concerning Shares”




Item 13. Financial Statements.

(a) FinancialInformation.

(1) NetSuite’s Consolidated Financial Statements on pages 40 through 77 of NetSuite’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015,including any notes thereto, are incorporated herein by reference.

(2) NetSuite’s unaudited interim Consolidated Financial Statements on pages 2 through 19 of NetSuite’s Quarterly Report on Form 10-Q for the period ended June 30,2016, including any notes thereto, are incorporated herein by reference.

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(3) Ratio of Earnings to Fixed Charges

Year Ended December 31,

Six months endedJune 30,

Three months endedJune 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 toindebtedness 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) ProFormaInformation. Not applicable.

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

(b) EmployeesandCorporateAssets. None.

Item 15. Additional Information.

(b) OtherMaterialInformation. The information set forth in the following section of the Schedule 14D-9 is incorporated herein by reference:

• “Item 8 – Additional Information”

Item 16. Exhibits.

Reference is made to Item 12 Exhibits of this Schedule TO. Exhibit No. Description

(a)(5)(E) Press Release issued by Oracle Corporation on September 26, 2016, announcing final antitrust clearance approval.

(c)(1)

Opinion of Qatalyst Partners LP, dated July 27, 2016, to the Transactions Committee and the Board of Directors of NetSuite Inc. (incorporatedherein by reference to Annex A to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016).

(c)(2)

Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated February 22, 2016(incorporated by reference to Exhibit (c)(1) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

22

Exhibit No. Description

(c)(3)

Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 6, 2016 (incorporatedby reference to Exhibit (c)(2) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

(c)(4)

Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 10, 2016(incorporated by reference to Exhibit (c)(3) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

(c)(5)

Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated July 13, 2016(incorporated by reference to Exhibit (c)(4) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

(c)(6)


(c)(7) Opinion of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 28, 2016.

(c)(8) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated April 19, 2016.

(c)(9) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated May 20, 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.



(c)(14) Update Material of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 8, 2016.

(c)(15) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 25, 2016.

23

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true,complete and correct.

Date: September 27, 2016

Napa Acquisition Corporation

By: /s/ Brian S. HigginsName: Brian S. HigginsTitle: Vice President

OC Acquisition LLC

By: /s/ Brian S. HigginsName: Brian S. HigginsTitle: Secretary

Oracle Corporation

By: /s/ Brian S. HigginsName: Brian S. HigginsTitle: Vice President

24

EXHIBIT INDEX


(a)(1)(A) Offer to Purchase, dated August 18, 2016.*

(a)(1)(B) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*

(a)(1)(C) Notice of Guaranteed Delivery.*

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(F) Summary Advertisement dated August 18, 2016.*

(a)(5)(A)

Press Release issued by Oracle Corporation on July 28, 2016 (incorporated by reference to the Schedule TO filed by Oracle Corporation on August1, 2016).*

(a)(5)(B)

FAQ issued by Oracle Corporation on July 28, 2016 (incorporated by reference to the Schedule TO filed by Oracle Corporation on August 1,2016).*

(a)(5)(C) Press Release issued by Oracle Corporation on September 9, 2016, announcing the extension of the Offer.*

(a)(5)(D)

Complaint captioned DennisPalkon,onBehalfofHimselfandAllOthersSimilarlySituatedv.NetSuiteInc.,etal.,filed on August 30, 2016, in theUnited States District Court for the Northern District of California.*

(a)(5)(E) Press Release issued by Oracle Corporation on September 26, 2016, announcing final antitrust clearance approval.

(b) Not applicable.

(c)(1)

Opinion of Qatalyst Partners LP, dated July 27, 2016, to the Transactions Committee and the Board of Directors of NetSuite Inc. (incorporatedherein by reference to Annex A to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016).*

(c)(2)

Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated February 22, 2016(incorporated by reference to Exhibit (c)(1) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

(c)(3)

Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 6, 2016 (incorporatedby reference to Exhibit (c)(2) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

(c)(4)

Discussion materials prepared by Qatalyst Partners LP for discussion with the Board of Directors of NetSuite Inc., dated June 10, 2016(incorporated by reference to Exhibit (c)(3) to the Schedule 13E-3 filed by NetSuite Inc. on September 27, 2016).

(c)(5)


(c)(6)


(c)(7) Opinion of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 28, 2016.

25


(c)(8) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated April 19, 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.

(c)(15) Presentation of Moelis & Company LLC to the Special Committee of the Board of Directors of Oracle Corporation, dated July 25, 2016.

(d)(1)

Agreement and Plan of Merger, dated as of July 28, 2016, by and among NetSuite Inc., OC Acquisition LLC, Napa Acquisition Corporation and(solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle Corporation (incorporated by reference toExhibit 99.1 to the Current Report on Form 8-K filed by Oracle Corporation with the SEC on August 1, 2016).

(d)(2)

Form of Tender and Support Agreement among OC Acquisition LLC, Napa Acquisition Corporation and the stockholder party thereto (incorporatedby reference to Exhibit (e)(4) to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016).

(d)(3)

Tender and Support Agreement, dated as of July 28, 2016, among OC Acquisition LLC, Napa Acquisition Corporation and NetSuite RestrictedHoldings LLC (incorporated by reference to Exhibit (e)(5) to the Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016).

(d)(4)

Confidentiality Agreement, dated as of May 5, 2016, between Oracle Corporation and NetSuite Inc. (incorporated by reference to Exhibit (e)(2) tothe Schedule 14D-9 filed by NetSuite Inc. on August 18, 2016).

(d)(5)

Exclusivity Agreement, dated as of July 15, 2016, between NetSuite Inc. and Oracle Corporation (incorporated by reference to Exhibit (e)(3) to theSchedule 14D-9 filed by NetSuite Inc. on August 18, 2016).

(f)

The information set forth in “Item 8 - Additional Information - Appraisal Rights” and Annex B to the Schedule 14D-9 filed by NetSuite Inc. onAugust 18, 2016 is incorporated herein by reference.

(g) Not applicable.

(h) Not applicable. * Filed previously

26

Exhibit (a)(5)(E)

Press Release

Oracle Receives Department of Justice Clearance to Buy Net S uite

Redwood Shores, CALIF, September 26, 2016 – Oracle (NYSE: ORCL) today announced that it has received the final antitrust clearance approval necessary forthe acquisition of NetSuite, Inc. (NYSE: N) from the U.S. Department of Justice. The all-cash tender offer for NetSuite at $109.00 per share, set to expire on October 6,2016, will proceed as planned assuming the minimum required number of shares are tendered.

About Oracle

Oracle offers a comprehensive and fully integrated stack of cloud applications and platform services. For more information about Oracle (NYSE:ORCL), visitoracle.com.

Trademarks

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

Additional Information

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication is for informational purposes only.The tender offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer orthe acceptance thereof would not comply with the laws of that jurisdiction. The tender offer is being made pursuant to a tender offer statement on Schedule TO(including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by Napa Acquisition Corporation with the U.S. Securities and ExchangeCommission (“SEC”) on August 18, 2016, as amended from time to time. In addition, on August 18, 2016, NetSuite Inc. filed a Solicitation/Recommendation statementon Schedule 14D-9 with the SEC related to the tender offer. Stockholders of NetSuite Inc. are urged to read these documents, all amendments thereto and otherdocuments filed with the SEC carefully in their entirety because they contain important information about the tender offer. The tender offer statement and certain otheroffer documents, along with the Solicitation/Recommendation statement, will be made available to all stockholders of NetSuite Inc. at no expense to them. Thesedocuments are available at no charge through the web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase, related Letter of Transmittal, theSolicitation/Recommendation statement and other offering documents may also be obtained for free by contacting the Information Agent for the tender offer, Innisfree,M&A Incorporated, toll-free at 888-750-5834.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Oracle and NetSuite Inc., including statements that involve risks and uncertainties concerningOracle’s proposed acquisition of NetSuite Inc., anticipated customer benefits and general business outlook. When used in this document, the words “anticipates”, “can”,“will”, “look forward to”, “expected” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or NetSuite Inc., that could causeactual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties.Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies ofthe combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economicconditions in regions in which either company does business, and the possibility that Oracle or NetSuite Inc. may be adversely affected by other

economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements willtranspire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or NetSuite Inc. You are cautioned tonot place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor NetSuite Inc. is under any duty to updateany of the information in this document.

In addition, please refer to the documents that Oracle and NetSuite Inc., respectively, file with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify andaddress other important factors that could cause Oracle’s and NetSuite Inc.’s respective operational and other results to differ materially from those contained in theforward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date ofthis document. Neither Oracle nor NetSuite Inc. is under any duty to update any of the information in this document.

Safe Harbor

The following is intended to outline our general product direction. It is intended for information purposes only, and may not be incorporated into any contract. Itis not a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. The development, release, and timingof any features or functionality described for Oracle’s products remains at the sole discretion of Oracle Corporation.

# # #

Contact:Deborah [email protected]

Ken BondOracle Investor [email protected]

Exhibit (c)(7)

1999 AVENUE OF THE STARS19 th FLOORLOS ANGELES, CALIFORNIA 90067

T 310.443.2300F 310.443.8700

July 28, 2016

Special Committee of the Board of Directorsc/o Oracle Corporation500 Oracle ParkwayRedwood City, CA 94065

The Special Committee of the Board of Directors:

You have requested our opinion as to the fairness, from a financial point of view, to Oracle Corporation (the “ Company ”) of the Consideration (as definedbelow) to be paid by Napa Acquisition Corporation (“ Acquisition Sub ”), a wholly-owned subsidiary of OC Acquisition LLC (“ Parent ”), a wholly-owned subsidiaryof the Company, and Parent pursuant to the Agreement and Plan of Merger (the “ Agreement ”) entered into by NetSuite Inc. (the “ Target ”), Acquisition Sub, Parentand the Company (which is a party to the Agreement solely with respect to certain provisions as specified in the Agreement). As more fully described in the Agreement:(i) Acquisition Sub will commence a tender offer to acquire all outstanding shares of common stock of the Target, par value $0.01 per share (“ Target Common Stock”), for $109.00 per share in cash (the “ Consideration ”) and (ii) following the consummation of such tender offer, Acquisition Sub will merge with and into the Target(together with such tender offer, the “ Transaction ”) and each issued and outstanding share of Target Common Stock not previously acquired by Acquisition Sub(except as otherwise described in the Agreement) will be converted into the right to receive the Consideration.

We have acted as your financial advisor in connection with the Transaction and will receive a fee for our services, the principal portion of which is contingentupon the consummation of the Transaction. We will also receive a fee upon delivery of this opinion. Our affiliates, employees, officers and partners may at any timeown securities (long or short) of the Company and the Target. We may in the future provide investment banking and other services to the Company and the Target andmay receive compensation for such services.

Our opinion does not address the Company’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to anyalternative business strategies or transactions that might be available to the Company. At your direction, we have not been asked to, nor do we, offer any opinion as toany terms of the Agreement or any Tender and Support Agreement (as defined below) or any aspect or implication of the Transaction, except for the Consideration tothe extent expressly specified herein. We are not tax, legal, regulatory or accounting experts and have assumed and relied upon, without independent verification, theassessments of the Company and its other advisors with respect to tax, legal, regulatory and accounting matters. In rendering this opinion, we have assumed, with yourconsent, that the Transaction will be consummated in accordance with its terms and that the parties to the Agreement and to any Tender and Support Agreement willcomply with all the material terms of the Agreement and the Tender and Support Agreement, as applicable. We also have assumed, with your consent, that allgovernmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without the imposition of any delay,limitation, restriction, divestiture or condition that would have an adverse effect on the Target or the Company or on the expected benefits to the Company of theTransaction.

LOS ANGELES | NEW YORK | BOSTON | CHICAGO

In arriving at our opinion, we have, among other things: (i) reviewed certain publicly available business and financial information relating to the Target, including

publicly available research analysts’ financial forecasts; (ii) reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities andprospects of the Target furnished to us by the Target, including financial forecasts provided to or discussed with us by the management of the Target; (iii) reviewedcertain internal information relating to cost savings and synergies expected to result from the Transaction (the “ Expected Synergies ”) and certain other pro formafinancial effects of the Transaction furnished to us by the Company; (iv) conducted discussions with members of the senior managements and representatives of theCompany and the Target concerning the information described in clauses (i) and (ii) of this paragraph, as well as the business and prospects of the Target generally, andconducted discussions with members of the senior management and representatives of the Company concerning the information described in clause (iii) of thisparagraph; (v) reviewed publicly available financial and stock market data of certain other companies in lines of business that we deemed relevant; (vi) reviewed thefinancial terms of certain other transactions that we deemed relevant; (vii) reviewed the Agreement and reviewed the Tender and Support Agreements entered into byParent, Acquisition Sub and certain stockholders of the Target (each, a “ Tender and Support Agreement ”); (viii) participated in certain discussions and negotiationsamong representatives of the Company and the Target and their advisors; and (ix) conducted such other financial studies and analyses and took into account such otherinformation as we deemed appropriate.

In connection with our review, we have not assumed any responsibility for independent verification of any of the information supplied to, discussed with orreviewed by us for the purpose of this opinion and have, with your consent, relied on such information being complete and accurate in all material respects. In addition,with your consent, we have not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise)of the Target, nor have we been furnished with any such evaluation or appraisal. We have been furnished with a financial analysis of the Target provided by theCompany’s management which, at your direction, we did not rely on in our financial analysis or opinion. With respect to the financial forecasts and other informationrelating to the Target, Expected Synergies and other pro forma financial effects referred to above, we have assumed, at your direction, that they have been reasonablyprepared on a basis reflecting the best currently available estimates and judgments of the management of the Target or the Company, as the case may be, as to the futureperformance of the Target, such Expected Synergies (including the amount, timing and achievability thereof) and such other pro forma financial effects. We also haveassumed, at your direction, that the future financial results (including Expected Synergies) reflected in such forecasts and other information will be achieved at the timesand in the amounts projected. In addition, at your direction, we have relied on the assessments of the management of the Company as to (i) the existing technology,products and services of the Target and the validity of, and risks associated with, the future technology, products and services of the Target; and (ii) the Company’sability to integrate the businesses of the Target and the Company. We have assumed, with your consent, that there will be no developments with respect to any of theforegoing that would affect our analyses or opinion.

Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the datehereof.

This opinion is solely for the use and benefit of the Special Committee of the Board of Directors of the Company (in its capacity as such) in its evaluation of theTransaction and may not be disclosed to or relied upon by any stockholders or any other person. This opinion does not address the fairness of the Transaction or anyimplications of the Transaction to the holders of any class of securities, creditors or other constituencies of the Company or the Target.

In addition, we do not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employeesof any parties to the Transaction or of the Company, or any class of such persons, relative to the Consideration or otherwise. This opinion was approved by a Moelis &Company LLC fairness opinion committee. 2 LOS ANGELES | NEW YORK | BOSTON | CHICAGO

Based upon and subject to the foregoing, it is our opinion that, as the date hereof, the Consideration to be paid by the Company in the Transaction is fair from a

financial point of view to the Company.

Very truly yours,

/s/ Moelis & Company LLC

MOELIS & COMPANY LLC 3 LOS ANGELES | NEW YORK | BOSTON | CHICAGO

Exhibit (c)(8)

STRICTLY CONFIDENTIALPresentation to the Special Committee of the Board of DirectorsApril 19, 2016

The Moelis & Company Team Dedicated to the Special CommitteeSENIOR SPONSORSHIP M&A SPECIAL COMMITTEE ADVISORYLEGAL / FAIRNESS OPINIONJEFF RAICH KEN MOELIS DAN LEEOSAMU WATANABEFounder, Co-President, Founder, Chairman, CEO Managing DirectorGeneral CounselHead of M&A Over 30 years of investment banking experienceCurrent Moelis Board memberFormer President of UBS Investment BankPreviously Joint Global Head ofInvestment Banking at UBS and Head of Corporate Finance at DLJ27 years of investment banking experience during which he established and led leading sell-side M&A practices at UBSInvestment Bank and DLJCurrent Moelis Board memberFormer Joint Global Head of M&A at UBS17 years of investment banking experienceChairs Moelis Fairness CommitteeFormer MD in M&A at Macquarie Capital and Head of Fairness Opinion CommitteePreviously Head of West Coast M&A at UBSGeneral Counsel at Moelis & CompanyPreviously General Counsel and CCO of Sagent Advisors and prior to that held senior positions at UBS, CSFB and Donaldson, Lufkin & JenretteTECHNOLOGY M&A / TECHNOLOGY TEAM STUART GOLDSTEIN CHRISTOPHER FOSS ABHINAV GATTANIJAMIE HOWARDManaging Director Senior Vice President Senior Vice PresidentAssociate20 years of investment banking experiencePrior Chair of Moelis Fairness CommitteePreviously Head of West Coast Tech Investment Banking Group at Citigroup10 years of investment banking experience 10 years of investment banking experience 2 years of investment banking experienceFormer Associate, Distressed and Corporate Former Associate in Global Technology Former Sr. Consultant in Deloitte’sInvesting at The Carlyle Group; former Investment Banking at Citigroup and TMT Financial Advisory Services PracticeAnalyst in Technology and Services Goldman SachsInvestment Banking at UBS Investment Bank MOELIS & COMPANY OVERVIEWFounded in July 2007 650 EmployeesCompleted IPO in April 2014 (NYSE: MC) 104 Managing DirectorsMarket Cap of Approximately $1.5bn 20 Average Years of Experience per Managing Director 17 Global Offices 66 Former Sector and Product Heads[ 1 ]

The Role of the Special Committee is to Protect the Public Shareholders –Moelis & Company’s Role Will Be to Protect YouA well designed process will allow the Special Committee to proactively address the unique set of circumstances that exist in a potential transaction with NapaPublic company Boards face ever-increasing scrutiny in the context of M&A transactions, with an estimated 97% of public M&A transactions over $100 million facing litigationWhile most M&A transactions involve litigation, it is important to understand the factors that receive the greatest scrutiny by the courtsThe basic fiduciary duties required of any director related to an M&A transaction should be evaluated in the context of the Business Judgment Rule: Duty of Care and Duty of LoyaltyDuty of Care – Must act on an informed basis after due consideration of all relevant materials and appropriate deliberationDuty of Loyalty – Must act in good faith and in the honest belief that the action taken is in the best interests of theCompany and its shareowners, and not in the Board’s self-interestThe circumstances specific to Project Napa may face a heightened level of scrutiny…Moelis & Company believes it is uniquely qualified to design the right process and provide the right advice to protect the Special Committee[ 2 ]

Moelis & Company Will Add Value To The Special Committee By Proactively Navigating Considerations Around NapaMoelis would design a well-planned process around the evaluation, timing, structure, negotiations, and approval practices in a potential transaction with NapaGiven the considerations specific to Napa and Orlando, heightened scrutiny may applyCross Ownership: E’s own ~46% of Napa and ~27% of OrlandoCurrent Operating Relationships: While limited, Orlando provides services and has financed Napa’s operationsRespective Valuations: Companies trade off of different valuation metrics and have different financial profilesIn any Napa change of control transaction, Napa’s directors will be subject to greater scrutiny of adherence to their fiduciary dutiesPotential shareholder litigation claiming breaches of fiduciary duties by Napa’s directors may result in liabilities directly or indirectly borne by an acquirer, including potential accusations of aiding and abetting by thatacquirerJust as important in getting to the right answer is how you get there[ 3 ]

Moelis & Company Has The Right Experience To Advise the Special CommitteeMoelis possesses a differentiated set of credentials with significant experience advising public company Boards and Special Committees in high-profile assignmentsLeading independent advisor ideally suited for the Special CommitteeSince its founding, Moelis has advised on over $1.8 trillion of transactions, with over 450 public company situationsDay-to-day team for the Special Committee will be led by Ken Moelis and a senior team with extensive experience advising Special CommitteesSenior team average Wall Street tenure of over 25 yearsAll previously chaired or have been members of the fairness committees of a major investment bankPossesses deep execution, process, and industry expertiseMoelis has extensive experience in the technology sector with deep software expertiseStrong understanding of the software landscape with the ability to assist the Special Committee in a review of a potential transaction in the context of overall corporate strategyMACANDREWS & FORBES CASE STUDY$2.5bnAcquisition of M & F Worldwide Corp. Exclusive Financial AdvisorM&F acquired the 57% interest in of MFW it did not own for and implied transaction value of $2.5 billionMoelis & Skadden designed the framework for the transaction, since adopted as the approach courts embrace for the protection of minority shareholders in transactionsSELECT BOARD & SPECIAL COMMITTEE ASSIGNMENTS[ 4 ]

Select Recent Public Company MandatesExtensive experience advising public companies on how to manage through complex transactions, optimizeshareholder outcomes and provide valuations and fairness opinions Indicates transactions where Moelis has or is expected to render a Fairness Opinion Ongoing Ongoing OngoingPendingPendingPendingPending$3.3bn $67.0bn$586mm$10.4bn$1.5bnOngoing Advisory Sale to Zoomlion Defense advisor to theAcquisition ofAcquisition of NTELOSSale to Emera Inc.Acquisition of VistanaServices company against activistEMC CorporationHoldings Corp. andSignature Experiences, investorsamendment of itsStarwood’s vacation affiliate relationship withownership business Sprint Corporation ExclusiveExclusiveFinancial Advisor Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor2016 Abandoned 20162016201620162016$2.4bn $160bn $551mmBoard Recommendation$459mm$1.9bn$13.3bnSale to Algonquin Combination with Sale to Rizvi Traverseon Dual ClassSale of five non-coreSale to Harrison StreetMerger with SironaPower & Utilities Corp. Allergan plc Management, LLCRecapitalizationoutdoor markets toReal Estate Capital, LLCDental Systems Inc. Stockholder ProposalLamar Advertising CompanyExclusive ExclusiveExclusiveExclusiveExclusiveFinancial Advisor Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor2016 2015 20152015201520152015$7.7bn Spin-off of select real $365mmJPY33.0bn$189mm$2.0bn$1.6bnMerger with Colony estate and restaurant Sale to Sequential BrandsAcquisition ofAcquisition ofAcquisition of EnvisionAcquisition of AlkaliAmerican Homes, Inc. assets into, and the Group, Inc.R-Tech Ueno, Ltd.Magnetek Inc.Pharmaceutical ServicesChemicals Group fromformation of, FMC CorporationFour Corners Property Trust, Inc. ExclusiveExclusiveExclusive Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor [ 5 ]

Select Software Sector ExpertiseMoelis has been involved in a number of marquee software transactions across the applications, infrastructure,information management and security sectors APPLICATIONS SOFTWARE INFRASTRUCTURE SOFTWARE$391mm $976mm$67bn$120mm$105mm$112mmSale to Acquisition of Sale toSale toAcquisition ofSale toAcquisition ofSale of Remaining Interest in$2bn $210mm $1.8bn$10.3bn & $1.3bn$635mm$210mm & $220mm$730mm$8.1bnSale to Acquisition of Acquisition ofSales toAcquisition ofAcquisitions ofSale toAcquisition ofBIG DATA / INFORMATION MANAGEMENT SOFTWARE SECURITY SOFTWAREProject A2 Global Leader in Strategic $2.4bn$163mm$400mm$233mm$695mmDocument Mgmt. Investment Acquisition ofAcquisition ofAcquisition ofSale toAcquisition ofSale toSoftware fromExclusive Financial Advisor $4.6bn $1.6bn $151mm$200mm$413mm$441mm$350mm & $86mm$296mm & $31mmAcquisition of Acquisition of Sale toSale toSale toSale toSales toAcquisitions of[ 6 ]

Why Moelis & Company Is The Right Advisor For The Special Committee[Graphic Appears Here]Moelis believes it is the right advisor for the Special Committee of Orlando, having no real or perceived conflicts and having a team with the most relevant experience for Project Napa MAJORBULGE BRACKET MOELIS &BOUTIQUEINVESTMENTCRITERIA COMPANY FIRMSBANKSLeading Technology and Enterprise Software Franchise Relevant Industry ExperienceNo Real or Perceived Conflicts No Sales & Trading No Equity Research No Wealth Management No Asset Management No Direct Banker Economic Interest in the Outcome No Prior Orlando Engagements No Prior Napa Engagements No Direct Vendor Relationships Financial StrengthHighly Relevant Deal Team Credentials and Expertise Dedicated Senior Team Special Committee Experience Dedicated Special Committee / Fairness Professionals ?[ 7 ]

Our Approach To Working With the Orlando Special CommitteeMoelis would work with the Special Committee and Skadden to design the right process as we evaluate key issues, including is this the right time and is this the right target KEY OBJECTIVESMOELIS & COMPANY QUALIFICATIONSEvaluate Opportunity Evaluate alternatives available to Orlando Highly relevant experiencein the Context of “No conflict” positionOverall Corporate Strategy Availability of key seasoned resources If the Special Committee decides to move forward:Understand Understand ultimate objectives Leading Special Committee advisory franchiseSituation and Derive Evaluate tactics and potential alternatives Recent experience in multiple analogousOptimal Approach Determine approach (who makes the call)situations Perform detailed review of Napa and Orlando including Deep industry knowledge through active financial and strategic due diligence (in conjunction withcoverage and extensive transaction experience Skadden)Perform Due Diligence Ability to receive MNPI, including Napa internal financial projections, may be difficult without providing initial perspectives on valuation Refine initial valuation perspectives based on available Extensive industry, public company, andConduct Valuation Analysis information, including the potential synergy opportunityfairness / valuation perspectives Ensure ultimate consideration is supported by valuation Significant public company buy side experienceNegotiate / analysis Unique understanding of key deal points andExecute Transaction Structure deal terms to protect Orlando in connectionthe interplay between deal terms and value with Skadden Fairness opinion procedures and documentation Moelis has a robust committee processFairness Opinion rigorously prepared Team has extensive Special Committee and Fairness Committee experience[ 8 ]

Potential Next StepsMoelis is prepared to work expeditiously to evaluate the opportunity in the context of Orlando’s overall corporate strategy, and if determined appropriate, assist in a potential transaction with Napa1Discuss and agree upon terms of engagement2Review a potential transaction with Napa in the context of overall corporate strategy3Perform due diligence and preliminary valuation analysis4Reconvene with the Special Committee to discuss the appropriate next steps[ 9 ]

Moelis Fee ProposalEVALUATION PHASE FEEOPINION FEETRANSACTION FEE$1,000,000 to evaluate the opportunity in the context of overall corporate strategyIf the Special Committee decides to move forward:$2,000,000100% creditable against any Transaction Fee$20,000,000 payable at the closing of a transactionMoelis & Company is flexible in refining this structure upon further understanding of theSpecial Committee’s objectives and scope of the assignment[ 10 ]

Appendix

A. Moelis & Company Overview

Moelis & Company OverviewGlobal independent investment bank that provides world-class uncompromised adviceLeading Global Founded in July 2007Independent Completed IPO in April 2014 (NYSE: MC)Investment Bank Market cap of approximately $1.5bnGlobal Network Extensive global network with 650 employees across 17 offices in North & South America, Europe, the Middle East, Asia and Australia Advised on over $340 billion of M&A in 2015 Broke into top 10 M&A league tables in first year of operationsPremier M&A Franchise Demonstrated track record of creating value through process and negotiation techniques Industry-specific execution expertiseDirect Relevant Leading Special Committee Advisory franchiseSpecial Committee Recently completed multiple high profile Fairness Opinion & SpecialExperience Committee assignmentsUnbiased, Focused on providing high-quality, unbiased advice that we believeUnconflicted, clients are no longer receiving from larger firmsUncompromised Moelis will work solely in the best interests of the Special CommitteeAdvice and the Company’s public shareholders World-class M&A and Technology franchises with substantialLeading Technology advisory experience in the SaaS Applications and ERP sectorsFranchise Strong relationships & dialogue with leading industry players Bankers have extensive Special Committee experience and will beSenior Level actively involved day-to-day on the transactionCommitment and We have executed some of the largest and most complex SpecialAttention Committee advisory assignments in the past five years Experienced bulge bracket M&A professionals with boutique focusGlobal OfficesEmployeesInvestmentBankersManagingDirectorsAverage Years ofExperience PerMDFormer Sector & Product Heads[ 13 ]

Recent Moelis & Company Technology Team TransactionsOngoing Pending PendingPendingMarch 2016March 2016December 2015December 2015October 2015August 2015Project A2 $551mm Sale to Rizvi TraverseŁ159mmSale toStrategic Investment€155mm Sale to$67.0bn$400mm$220mmSale of Sophos GroupMerger with leading Acquisition of Management, LLCAcquisition ofSale of Caller ID Assetsplc in acceleratedfromglobal hardware and Acquisition ofsoftware company EMC Corporationtobookbuild offeringExclusive Financial Exclusive FinancialExclusiveExclusiveExclusive FinancialAdvisor Financial Advisor AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorAdvisorFinancial AdvisorJune 2015 June 2015 June 2015April 2015March 2015December 2014December 2014December 2014December 2014December 2014 $76mmStrategic & IPO Sale to$3.6bn$233mmStrategic investment$600mm Acquisition of Advisor Recapitalization bySale toSale of PaymentSale tofrom SantanderSale to$430mmto the Board of Francisco PartnersGateway ServicesGroup, TelefónicaAcquisition ofDirectors business toGroup and$500mm IPO MasterCardExclusive Lead Financial ExclusiveExclusive FinancialFinancial Advisor toExclusiveExclusiveSale of CAP toFinancial Advisor Advisor Financial AdvisorAdvisorElliott ManagementFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorOctober 2014 October 2014 May 2014May 2014March 2014March 2014February 2014December 2013December 2013November 2013$2.5bn Sale toSale to$586mm$381mmSale of Voice Peering$180mmSale of cars.com to Sale of 50% stake to Sale toSale toSale toAcquisition ofbusiness toSale of Enterasys Networks to ExclusiveExclusiveExclusiveExclusiveExclusiveM&A Advisor Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorM&A AdvisorM&A AdvisorNovember 2013 August 2013 January 2013January 2013December 2012October 2012October 2012September 2012June 2012June 2012 $2bn Equity capital raise for$74mmInvestment by$718mm Sale toSale toSpin-off of Acquisition of Daisy LLC, an affiliatedSale toSale toAcquisition ofSale to digital music service provider of Beats ElectronicsPrivate Placement ExclusiveAgent & M&AStrategic Advisor M&A Advisor Financial AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorAdvisorM&A AdvisorApril 2012 March 2012 March 2012September 2011June 2011May 2011March 2011October 2010November 20092008$300mm $600mm $391mm$120mm$976mm$163mm$173mm$127mm Sale of equity interestSale to Acquisition of Majority SaleAcquisition ofSale toSale toAcquisition ofin Packet VideoSale toUnsolicited toCorporation toChurchill Downsproposal from IncorporatedRestructuring & Exclusive FinancialExclusive FinancialM&A Advisor M&A Advisor M&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorAdvisorAdvisor [ 14 ]

B. Moelis & Company Detailed Biographies

Moelis & Company’s Fully Committed Orlando TeamMoelis & Company’s seasoned and dedicated team is committed to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of OrlandoKen Moelis Founder, Chairman, CEO Over 30 years of investment banking experience.E: [email protected] Prior to founding Moelis & Company, he worked at UBS from 2001 to 2007, where he was most recently President of UBS InvestmentT: +1 (310) 443-2333 / Bank and previously Joint Global Head of Investment Banking Before joining UBS, Mr. Moelis was Head of Corporate Finance at Donaldson, Lufkin & Jenrette, where he worked from 1990 throughT: +1 (212) 883-3888 2000M: +1 (310) 991-1191 Jeff Raich 27 years of investment banking experience during which he established and led leading sell-side M&A practices at UBS Investment Bank and Donaldson, Lufkin & JenretteFounder, Co-President, Former Joint Global Head of M&A at UBS Investment BankHead of M&A Selected transactions include Anheuser Busch’s sale to InBev; Harrah’s sale to Apollo and TPG; Invitrogen’s acquisition of AppliedE: [email protected] Biosystems; Nalco’s sale to Blackstone and Apollo; Petco’s sale to Leonard Green & Partners; Univar’s sale to Clayton, Dublier & Rice;T: +1 (310) 443-2345 Univision Communications’ sale to a private equity consortium; Dermalogica’s sale to Unilever; California Pizza Kitchen’s sale to Golden Gate Capital; Air Medical Group’s sale to Bain; Aspen Dental’s sale to Leonard Green & Partners; GenTek’s sale to AmericanM: +1 (310) 780-2855 Securities; Primedia’s sale to TPG; Smile Brands’ sale to Welsh, Carson, Anderson & Stowe; Van Houtte’s sale to Green Mountain Coffee Roasters; and Waggin’ Train’s sale to NestléDan Lee 17 years of investment banking experienceManaging Director Previously a Managing Director in the M&A Group at Macquarie Capital and Co-Head of the Fairness Opinion CommitteeE: [email protected] Former Head of UBS Investment Bank’s West Coast M&A GroupT: +1 (310) 443-2375 Selected transactions include Bally Technologies’ sale to Scientific Games; MModal’s take-private by One Equity Partners; merger of Lakes Entertainment with Golden Gaming; MIF take-private of WCA Waste; MTR Gaming merger with Eldorado Resorts; sale of WMSM: +1 (310) 443-2334 Industries to Scientific Games; Napster’s sale to Best Buy; Rent.com’s sale to eBay; SHFL Entertainment’s sale to Bally Technologies; acquisition of Citadel Broadcasting by Cumulus Media; Southwire’s take-private of Coleman Cable; and Restoration Hardware’s sale to Catterton PartnersOsamu Watanabe General Counsel Over 28 years of industry experience Provides legal advice on transactions requiring fairness opinions in his current roleE: [email protected] Previously held senior positions at Sagent Advisors, UBS, Credit Suisse and Donaldson, Lufkin & Jenrette, including General Counsel toT: +1 (212) 883-3835 GRP Partners, a venture capital fund affiliated with Donaldson, Lufkin & JenretteM: +1 (310) 892-7454 Previously Special Counsel at Sullivan & Cromwell 1986-1996 Judicial Clerkship—Honorable Morey L. Sear, Federal District CourtSENIOR SPONSORSHIP TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORYLEGAL / FAIRNESS OPINION [ 16 ]

Moelis & Company’s Fully Committed Orlando Team (Cont’d)Moelis & Company’s seasoned and dedicated team is committed to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of OrlandoStu GoldsteinManaging [email protected]+1 (310) 443-2380+1 (650) 793-1229Christopher FossSenior Vice [email protected]+1 (310) 443-2321+1 (818) 653-3677Abhinav GattaniSenior Vice [email protected]+44 (0) 207 634 3560+44 (0) 7587 181 921Jamie [email protected]+1 (310) 443-2372+1 (310) 251-069220 years of investment banking experiencePreviously Head of West Coast Tech Investment Banking Group at CitigroupSelected transactions include PeopleSoft’s sale to Orlando; CDC Corporation’s carve out of CDC Software; Epicor Software’s sale to Apax Partners; SilverSky’s sale to BAE Systems; Compaq’s sale to HP; EnterasysNetworks’ carve out sale to Extreme Networks; Nokia’s joint venture with Siemens; Motorola’s sale of wireless broadband businesses to Vector Capital Corporation; Flextronics’ acquisition of Solectron; JDASoftware’s acquisition of Manugistics; MessageLab’s sale to Symantec; M-System’s sale to SanDisk; PlaceWare’s sale to Microsoft; and the sale of Brio Software to Hyperion10 years of investment banking experienceFocus areas include Technology M&A and SoftwareFormer Associate, Distressed and Corporate Investing at The Carlyle Group; former Analyst in Technology and Services Investment Banking at UBS Investment BankSelected transactions include Dell’s pending acquisition of EMC; Life Technologies’ sale to Thermo Fisher Scientific; AECOM’s acquisition of URS Corporation; Imperial’s sale of its structured settlements business toBlackstone; and F+W Media’s acquisition of New Track Media and its carve out of World Tea10 years of investment banking experienceFormer Associate in Global Technology Investment Banking at Citigroup and TMT Goldman SachsSelected transactions include BMC Software’s sale to an investment consortium; SilverSky’s sale to BAE Systems; AppSense Holdings sale to LANDESK; Dell’s pending acquisition of EMC; MessageLabs sale toSymantec; Catalyst’s sale of majority interest to FTV Capital; Enterasys Networks’ carve out sale to Extreme Networks; Thales SA’s acquisition of Vormetric, Inc.; NTT’s acquisition of Solutionary; SecureComputing’s sale to McAfee; Riverbed’s sale to a PE consortium; EMC’s acquisition of VMW; and The Abraaj Group’s sale of a 49% stake in Network International2 years of investment banking experienceSpecializes in M&A advisory across a broad range of industries, including TechnologySenior Consultant at Deloitte in its Financial Advisory Services practice prior to joining Moelis & CompanySelected transactions include Dell’s pending acquisition of EMC; Dermalogica’s Sale to Unilever; and Great Western Building Materials’Sale to Foundation Building MaterialsSENIOR SPONSORSHIP TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORY LEGAL / FAIRNESS OPINION[ 17 ]

C. Napa Situation Overview

Napa ObservationsNapa’s attractive offering and growth profile is well positioned to benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystemNapa is the world’s leading pure-play SaaS provider of cloud-based ERP software toolsPositioned to benefit from highly attractive market dynamicsCloud ERP system provides SMBs a compelling value proposition vs. traditional delivery methodsSuccessful track record of integrating tuck-in acquisitionsDemonstrated decade of sustained revenue growthA transaction between Orlando and Napa could bring several attractive elements together[ 19 ]

Preliminary Observations Regarding a Potential TransactionA transaction between Orlando and Napa could bring several attractive elements together Offers the ability for the combined business to be a strong participant in both on-premise and SaaS applicationsPotential to Expand Leadership Position Orlando maintains a strong position within on-premise IT environmentsin On-Premise to Orlando Fusion ERP Cloud has nearly 2,000 customers worldwideCloud Applications Napa has over 10,000 customers running more than 30,000 subsidiaries on its Cloud ERP platformNapa Brings Napa was born-in-the-cloud and has a 10 year head start over new competition with trust from leading brands across a variety ofComplementary industries globallyBusiness ERP Brings comprehensive and integrated system for running business in the cloud: ERP, SRP, financial management, and eCommerceCapabilities to among other areasOrlando’s Public Cloud Offerings Orlando’s business intelligence, middleware and database offerings can bring additional value to Napa customers A business combination would comprehensively address the needs of both large and mid-sized businesses and expand Orlando’sOffers Orlando the TAM into the SMEAbility to Provide a Two-tier ERP Target Orlando Fusion on-premise and Cloud ERP for large enterprises and HQ operationsSolution Leverage Napa Cloud ERP suite for midsized businesses and divisions or subsidiary operations Orlando can drive accelerated penetration of Napa One World into its large base using this two-tier structure Significant greenfield opportunity in SMB market for ERP systems, with an estimated 50% untapped market opportunity Well-positioned to take advantage of a broad target market spanning U.S. Enterprise & Mid-Market SMBs, as well as the shiftUnites Dynamic towards the cloud (growing multiples faster than the worldwide IT market)Industry and Financial Profiles Each standalone platform possesses attractive financial attributes Napa’s recurring revenue grew 33% YoY in 2015, with the gross margin on that revenue exceeding 85% Orlando’s cloud and on-premise software revenues are ~$29bn over the last twelve monthsNapa would benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem[ 20 ]Sources: Gartner, IDC, Wall Street Research, company press releases

Napa At A GlanceBUSINESS OVERVIEWWorld’s leading pure-play Software-as-a-Service (SaaS) provider of cloud- based financials / enterprise resource planning (ERP) software suitesUsed by 10,000+ companies across 100+ countriesSuite of applications meets financial management, CRM, eCommerce and retail management, commerce marketing automation, Professional Services Automation (PSA), and Human Capital Management needsOfferings cover a broad group of industries including wholesale / distribution, consulting, computer and IT services, e-commerce and retail, financial services, healthcare services, and educationBecame publicly listed in 2007Founded in 1998 and headquartered in San Mateo, CA, Napa employs 4,600+ people and has offices in 12 countriesNAPA OFFERING – ONE SYSTEM FOR THE ENTERPRISEERP SRPWarehouse ProjectManagement ManagementCORE BUSINESSCustomer ManagementOrder ManagementInventory ResourceManagement Global Financial Management ManagementBilling ManagementRevenue ManagementManufacturing Time & ExpenseSupply Chain ProjectManagement AccountingSources: Capital IQ, Company Filings, Company WebsiteNote: All information on Napa based solely on publicly available information; data as of 4/15/16Non-GAAP measuresPer Wall Street ResearchSUMMARY FINANCIALS Fiscal Year Ending December 31,($ in millions) 2013A 2014A2015A2016E ²2017E ²Revenue $414.5 $556.3$741.1$966.6$1,216.9% Growth 34.2% 34.2%33.2%30.4%25.9%Gross Profit ¹ $294.3 $398.1$520.6$681.7$871.0% Gross Margin 71.0% 71.6%70.2%70.5%71.6%EBITDA ¹ $39.3 $48.9$52.1$70.3$88.5% EBITDA Margin 9.5% 8.8%7.0%7.3%7.3%Net Income ¹ $19.9 $25.0$17.7$33.8$48.0% Margin 4.8% 4.5%2.4%3.5%3.9%VALUATION SUMMARY ($ in millions, except per share data) Current Share Price (04/15/16) $71.75Discount to 52-Week High (30.0%)Premium to 52-Week Low 38.6%Shares Outstanding 83.239Market Capitalization $5,972.4Plus: Debt $283.9Less: Cash (364.7)Plus: Minority Interest —Enterprise Value $5,891.6 StatisticMultipleTEV / FY2016E Revenue $966.66.1xTEV / FY2017E Revenue $1,216.94.8xTEV / FY2016E EBITDA $70.3N/MTEV / FY2017E EBITDA $88.5N/MFY2016E P/E $0.41N/MFY2017E P/E $0.57N/M [ 21 ]

Summary of Current Cloud ERP Market DynamicsCloud delivery of ERP systems meaningfully expands the addressable market for ERP systems historically served by traditional, on-premise models ESTIMATED ERP MARKET TRENDS ILLUSTRATIVE ERP TOTAL ADDRESSABLE MARKET($ in billions) $66.1 EnterpriseOn-Premise$53.5 >1,000 employeesERP2% ‘16E – ‘19E On- ~9,000 firmsAddressablePremise ERP CAGR Market Mid-MarketCloud ERP 100—1,000 employeesAddressable ~116,000 firmsMarket16% 2016E—2019E SmallCloud ERP CAGR <100 employees ~6,00,000 firms2016E 2019ECloud ERP On-PremiseOverall Cloud ERP growth is expected to be driven by:The product’s ability to expand the addressable market for ERP systems (greenfield opportunities)Displacements of historical on-premise solutionsThe introduction of two-tier deployments[ 22 ]Sources: Company Filings, Company Website, Wall Street Research, IDC

Unique Customer Value PropositionNapa’s products offer a number of attractive benefits to customersNAPA SOLUTION – ONE SYSTEM FOR THE ENTERPRISE PERSPECTIVES Holistic delivery with visible billing model lowers total cost of ownership relative to historical delivery modelsCRM ERP Eliminates the upgrade cycle associated with on-premise systemsOne Faster time to deployment vs. on-premise (months, not years)Database Consolidates what was historically served by a fragmented vendor landscapeeCommerce 19+ Languages, 190+ Countries Napa Customer Base (Total # of Companies, Subs and Organizations) 30,000+ 24,000 20,000 16,00010,000 12,0002010A 2011A2012A2013A2014A2015A The value proposition associated with the Company’s offering has helped drive rapid adoption by companies of all sizes and across a range of industries [ 23 ]Sources: Company Filings, Company Website

Acquisition HistoryNapa has expanded its product offering through a number of recent acquisitionsSince 2008, Napa has successfully acquired 11 businesses for aggregate consideration of over $400mm in implied enterprise valueNapa’s strategy has been to focus on targets that may expand its suite of offerings, geographic reach, or that can be leveraged across its customer baseA number of the Company’s acquisitions were consummated with its solution providers and partners TRANSACTION VALUETARGET ANNOUNCE DATEVERTICAL / SOLUTION ($MM) March 2016ManufacturingN/A August 2015Billing / Payment Automation$35 April 2015Commerce Marketing Automation$200 July 2014Europe$50 October 2013HCM$25 May 2013OMS$28 March 2013CMSN/A January 2013POS / Retail$6 July 2009PSA$19 May 2008PSA$33 [ 24 ]Sources: Capital IQ, Company filings

Selected Historical Financial Metrics($ in millions) $1,216.9 $966.6 $741.1 $556.3 $414.5 $308.8 $236.3$166.5 $193.169.5% 71.9% 73.3%72.5%71.0%71.6%70.2%70.5%71.6%5.4% 5.3%7.2%5.7%5.2%1.9% 2.9%3.6%4.0%2009A 2010A 2011A2012A2013A2014A2015A2016E ²2017E ² Revenue% Gross Margin ¹% EBIT Margin ¹Napa has demonstrated a decade of sustained revenue growthSources: Capital IQ, Company Filings, Company Website1. Non-GAAP measures [ 25 ]2. Per Wall Street Research

Annotated LTM Share Price Performance LTM STOCK PRICE PERFORMANCE $110 5.0$100 1 3 456$90 24.0$80 TRADING PERFORMANCE Napa$70 73.0Price Current $71.758(mm)$60 c k 30-Day Average $68.71Sto 90-Day Average 64.31$50 2.0 Volume1-Year Average 83.62$40 52-Week High 102.4652-Week Low 51.75$30 1.0$20 $10 0.04/17/15 5/17/15 6/17/157/17/158/17/159/17/1510/17/1511/17/1512/17/151/17/162/17/163/17/164/15/16 VolumeStock PriceApril 23, 2015: Announces First Quarter 2015 Financial Results (beat analyst expectations); Signs Definitive Agreement to Acquire Bronto SoftwareApril 30, 2015: Shares Rise as Salesforce.com Reportedly Hires Bankers to Evaluate Takeover OffersMay 6, 2015: Announces World’s First End- to-End Cloud Business Management Mobile App for Android SmartphonesJune 9, 2015: Completes Acquisition of Bronto SoftwareJuly 23, 2015: Announces Second Quarter 2015 Financial Results (missed analyst expectations); Appoints Jim McGeever as PresidentOctober 22, 2015: Announces Third Quarter 2015 Financial Results (beat analyst expectations)January 28, 2016: Announces Fourth Quarter and Fiscal 2015 Financial Results (beat analyst expectations)February 5, 2016: Cloud-Based Shares Drop Following Tableau’s Forecasted Industry SoftnessSource: Company Website, Capital IQ [ 26 ]Note: All information on Napa based solely on publicly available information; data as of 4/15/16

DisclaimerThis presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board ofDirectors of Orlando Corporation (“Orlando” or the “Company”) in considering the transaction described herein based on publicly available information. Moelis has not assumed any responsibility for independentlyverifying the information herein, Moelis makes no representation or warranty as to the accuracy, completeness or reasonableness of the information herein and Moelis disclaims any liability with respect to theinformation herein. In this presentation, Moelis has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which wereprepared based on publicly available information. This presentation speaks only as of its date and Moelis assumes no obligation to update it or to advise any person that its conclusions or advice has changed.This presentation is solely for informational purposes. This presentation is not intended to provide any basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipientshould make its own independent business decision based on all other information, advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an indication of interest to purchaseany security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting or legal advice.Moelis provides mergers and acquisitions, restructuring and other advisory services to clients and its affiliates manage private investment partnerships. Its personnel may make statements or provide advice that iscontrary to information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in thispresentation. Moelis may have advised, may seek to advise and may in the future advise or invest in companies mentioned in this presentation.This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.[ 27 ]

Contact InformationMoelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.Moelis & Company LLC1999 Avenue of the Stars, Suite 1900Los Angeles, CA 90067Tel: (310) 443-2300399 Park Avenue, 5th FloorNew York, NY 10022Tel: (212) 883-3800[ 28 ]Exhibit (c)(9)

STRICTLY CONFIDENTIALProject NapaPresentation to the Special Committee of the Board of DirectorsOverview of Cloud ERP Opportunity – Strategic Rationale for Napa TransactionMay 20, 2016

DisclaimerThis presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board ofDirectors of Orlando Corporation (“Orlando” or the “Company”) in considering the transaction described herein based on publicly available information. Moelis has not assumed any responsibility for independentlyverifying the information herein, Moelis makes no representation or warranty as to the accuracy, completeness or reasonableness of the information herein and Moelis disclaims any liability with respect to theinformation herein. In this presentation, Moelis has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which wereprepared based on publicly available information. This presentation speaks only as of its date and Moelis assumes no obligation to update it or to advise any person that its conclusions or advice has changed.This presentation is solely for informational purposes. This presentation is not intended to provide any basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipientshould make its own independent business decision based on all other information, advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an indication of interest to purchaseany security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting or legal advice.Moelis provides mergers and acquisitions, restructuring and other advisory services to clients and its affiliates manage private investment partnerships. Its personnel may make statements or provide advice that iscontrary to information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in thispresentation. Moelis may have advised, may seek to advise and may in the future advise or invest in companies mentioned in this presentation.This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.[ 1 ]

Executive SummaryMoelis is pleased to meet with the Special Committee of the Board of Directors of Orlando to discuss Project NapaDatabase, middleware and application software are key products / markets for OrlandoThe market for these services is rapidly evolving, with cloud disrupting traditional on-premise delivery modelsOrlando has successfully transitioned its middleware, database, and applications (CRM, HCM) capabilities, but lacks a broad Cloud ERP offeringMaintaining a leading position in ERP application software is a strategic imperative for OrlandoNapa could directly address the Orlando shortcomings in Cloud ERPCompetitors are likely to look to strengthen their Cloud ERP positions, making timing a key considerationAddressing Orlando’s shortcomings in Cloud ERP should be viewed as a strategic imperative[ 2 ]

Why is Cloud ERP a Strategic Opportunity for Orlando?Building a leading presence in Cloud ERP can help Orlando in holistically serving the broader ERP market and in further strengthening its IaaS and PaaS business capabilitiesERP is the largest and one of the stickiest application software types, with favorable secular tailwindsCloud ERP strength would position Orlando to more broadly serve the larger ERP marketStrong SaaS presence in ERP creates strategic cross-selling opportunities for complementary products such as PaaS and IaaSGives Orlando a better ‘seat at the table’ as customers make decisions on long-term ERP strategyLonger-term product pipeline dependent on penetrating broader market once meaningfully scaledA comprehensive suite of ERP offerings – both on-premise and SaaS – gives Orlando the potential to become an end-to-end winner for all customer ERP needs[ 3 ]

Why Now?Corporate IT spending is rapidly moving towards the Cloud [***] [***]Corporate IT environments continue to rapidly move towards the Cloud, across applications, infrastructure, and platform offerings[***]Customer decision making increasingly focused on vendor consolidation, posing a risk for OrlandoCompetitors are currently building upon and are likely to aggressively pursue Cloud ERP offeringsSignificant investment and time required by Orlando to further refine and develop its Cloud ERP offering may necessitate an acquisition given the importance of sector and competitive dynamics[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separatelywith the Securities and Exchange Commission. [ 4 ]

Why Napa?Napa would complement Orlando’s ERP offering and provide a number of benefitsNapa is a leading pure-play SaaS provider of cloud-based ERP software applicationsSignificant investment to date, with an established brand and attractive presence in key verticalsOffering ideally suited to allow Orlando to provide a two-tier ERP solutionEstablished sales force with capabilities in serving customers with specialized requirementsPotential to attach Orlando PaaS (database and middleware) and IaaS offerings to Napa salesOpportunity for cost savings and reduced integration costs given platform is built on Java andOrlando database technology[ 5 ]

Select Potential Napa / Transaction RisksMoelis believes the following considerations should be evaluated in the context of a potential Napa transactionNapa has historically not been profitable on a GAAP basisNew account growth is expected to be heavily dependent on the ability to scale the Company’s sales force and channel partnersPotential competitive pressures, from other SaaS providers and other on-premise providers, may impact the ability to win new accounts and pricingWhile analysts project that the market for Cloud ERP will grow meaningfully, a potential for slower adoption levels existsNapa is believed to be pursuing a number of new offerings, which may require significant investmentA transaction may expose the Company to potential integration risks, including brand confusion, employee turnover, and customer account turnover[ 6 ]

I. Why Now?

Orlando OverviewOrlando’s products and services address all aspects of the corporate IT environment with a heavy emphasis on on-premise database and applications softwareBUSINESS OVERVIEWLeading provider of database, middleware and application softwareOfferings also include cloud infrastructure software and hardware systemsRecognized as an innovator in on-premise software 1Building business beyond on-premise software400,000 customers in 145 countriesIncludes all Fortune 100 companiesSources: Orlando Filings, Wall Street ResearchPer Wall Street ResearchOrlando November 2015 Annual Stockholders Meeting PresentationMacquarie Research as of 3/3/16FY 2015 REVENUE BY BUSINESS DISTRIBUTION 29% On-Premise Software14% Cloud5% Hardware Systems(Products & Support)72% ServicesCloud represents ~5% of Orlando’s current businessFY 2015 ESTIMATED SOFTWARE REVENUE BREAKDOWN 3 Estimated On-Premise Database Revenues7% 12% Estimated On-Premise Application Software Revenues 46%Estimated On-Premise Middleware Revenues34% Reported Cloud Revenues (SaaS, PaaS & IaaS)Software business is heavily focused on on-premise database and application software (~80% in FY 2015)[ 8 ]

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separatelywith the Securities and Exchange Commission. Orlando’s ERP Profile [***] ORLANDO ERP OVERVIEW 3-YEAR ON-PREMISE ERP LICENSE SOFTWARE PERFORMANCE ($ in millions) ERP heavily focusedaround on-premise offerings FY 2013: [***] of ERP revenue FY 2014: [***] of ERP revenue [***] FY 2015: [***] of ERP revenue [***] ¹ Maintenance continues to be an attractive business FY2013A FY2014AFY2015A Cloud-based ERP accounted for [***] on 3-YEAR CLOUD ERP ARR ² an annualized revenue basis as of FY 2015 ($ in millions) Offering viewed as well-suited for complex environments [***] FY2013AFY2014A FY2015A Source: Orlando Management [ 9 ] 1. [***] based on FY 2013 – FY 2015 data 2. ARR is “Annual Renewable Revenue,” which is the booking value of the first year of a subscription contract

Orlando Market Share (On-Premise vs. Cloud)While Orlando has earned and maintained its #1 or #2 market position in on-premise applications and middleware / databases, it maintains a much smaller presence in the new cloud ecosystem On-PremiseON-PREMISE ENTERPRISE APPLICATION RELATIONAL DATABASE MGMT. SYSTEMMARKET SHARE (CY H1 2015) ¹ MARKET SHARE (CY 2014) ²SAP, 10% Teradata,All Other, 4%8%Orlando, 8% SAP, 6% Orlando,Microsoft, 46% IBM, 16%3% All Other, Intuit, 3%76% Microsoft, 20% CloudSAAS-BASED ENTERPRISE APPLICATION STRUCTURED DATA MGMT.MARKET SHARE (CY H1 2015) ¹ PAAS MARKET SHARE (CY H1 2015) ¹Salesforce, Microsoft,14% 28%Intuit, 10% All Other, 41%SAP, 7% All Other, Orlando, Orlando,65% 5% 1%Amazon, 23% Informatica, 3%Google, 4%Sources: Orlando Filings, Gartner, IDC, Wall Street ResearchCredit Suisse Research as of 4/14/16, via IDC and Credit SuisseMacquarie Research as of 3/3/16, via IDCBMO Research as of 1/7/16, via IDCMIDDLEWARE MARKET SHARE (CY 2014) ³ IBM, 29%All Other, 43% SAP, 2% Orlando,TIBCO, 2% 14%Software Salesforce, Microsoft,AG, 2% 3%5%IAAS MARKET SHARE (CY H1 2015) ¹All Other, 37% Amazon, 42%Orlando, <2% Google, 2% Microsoft, 5%Aliyun, 2% Rackspace, IBM, 5% 5% [ 10 ]

Illustrative Customer Approaches to Software and InfrastructureElements of the cloud are playing a greater role in IT environmentsShifting Dynamics in Customer IT EnvironmentsTRADITIONAL(Servers)(Systems) (Databases)Customer acquires and provisions hardware and software which is maintained in-houseIaaS(Servers)Customer acquires applications, middleware and databases, however outsources infrastructureIaaS + PaaS(Servers) (Databases)Customer supports applications, but outsources databases and middlewareIaaS + PaaS + SaaSNo in-house development or managementEarly adopters have often had streamlined needs ApplicationsApplicationsApplicationsApplications MiddlewareMiddlewareMiddlewareMiddlewareOffering DatabaseDatabaseDatabaseDatabase Operating SystemOperating SystemOperating SystemOperating SystemApplicable Virtual MachinesVirtual MachinesVirtual MachinesVirtual Machines ServersServersServersServers StorageStorageStorageStorageIn-House Third Party [ 11 ]Sources: Orlando Filings, Wall Street Research

Spending is Projected to Grow Across the Cloud LandscapeSaaS, PaaS, and IaaS are all expected to grow rapidlyCompanies are moving towards cloud-based solutions for a number of reasons: Greater flexibility from reduced up-front infrastructure One-stop IT offerings that provide backup / storage,costs (OpEx preferred to CapEx) security, IT infrastructure, in customizable formats Faster go-to-market and seamless update capabilities Greater coverage of off-premise connected devices like mobile and tabletPROJECTED GLOBAL PUBLIC CLOUD MARKET SIZE 1 CLOUD ADOPTION TRENDS 2($ in billions) $121.1 88% 89%93% 95% 77% $78.671% 63% 58%$57.5 $42.9 $17.9$5.9 $24.6$8.7 2014 2018Public Cloud ³Private CloudHybrid CloudAny CloudIaaS PaaS SaaS20152016As in the on-premise world, SaaS is the biggest portion (apps) of spend Sources: The 451 Group, Gartner, IDC, RightScale, Wall Street Research 1. BMO Research as of 1/7/16, via IDC 2. RightScale 2016 State of the Cloud Report 3. Defined by RightScale as “a similar set of resources that can be shared by multiple companies, is multi-tenant, and is provided by a cloud vendor with access via an Application Programming Interface (API) endpoin 4. Defined by RightScale as “A collection of compute, storage, and network resources for a single tenant that are accessed programmatically via an API endpoint” [ 12 ]5. Defined by RightScale as “An environment that spans one or more public clouds as well as one or more private clouds”

Cloud IT Spending is Expected to Continue Increasing Across All Major ApplicationsThe market is expected to continue shifting towards cloud offerings during the next several years15% CAGR for public cloud offerings that span ERP, CRM, and HCM 12% CAGR for the same on-premise offerings 1Public Cloud Penetration Over Time 22014 3 2016 3 2018 335% 41% 46% 54% 59%65% Cloud Cloud CloudTotal On-Premise / Other Total On-Premise / Other Total On-Premise / OtherExisting on-premise leaders risk losing market share if they do not adapt to the shift in IT preferencesSources: IDC, Wall Street Research1. CAGRs represent growth rates from 2014 to 20182. Represents on-premise vs. public cloud total spend across ERP, CRM and HCM [ 13 ]3. Macquarie Research as of 3/2/16, via IDC market estimates

Cloud Landscape Overview SaaS CLOUD COMPETITIVE LANDSCAPE AND OBSERVATIONS No one party has a dominant stack offering in the cloud Cloud providers may look to expand into adjacent offerings SaaS is projected to be the largest slice of the cloud marketPaaS Vertical and functional expertise will likely drive adoption Includes on-premise providers rewriting their code, or entrants such as Salesforce, Workday, Napa, etc. PaaS leaders are well-capitalized and could enter adjacenciesIaaS Includes: IBM, Orlando, SAP, Microsoft, and Salesforce IaaS leaders are expected to put pressure on pricing Includes: Amazon, Google and Microsoft AzureA market-leading position in SaaS is expected to be necessary in order to drive cloud leadership [ 14 ]

Sources: Orlando and Napa Filings, Wall Street ResearchERP Market ObservationsCloud delivery expands the addressable market for ERP systems historically served by on-premise modelsMarch 3, 2016“[ERP] is probably the stickiest application category…this matters because customer lifetimes are long and the value that can be extracted is high”“It seems likely that as the cloud trend accelerates…a more competitive [ERP] response will be necessary” as “rapidly growing alternatives” emergeESTIMATED ERP MARKET SIZE & GROWTH ¹NAPA’S VIEW OF ITS ADDRESSABLE MARKET ²($ in billions) $66.1 Enterprise$53.5 >1,000 employees ~9,000 firms56.7% 2% On-Premise ERP CAGR Napa’s proclaimed65.8% Mid-Markettarget market 100—1,000 employees Microsoft possesses a ~116,000 firmsstrong presence here (15%) within a highly 16%fragmented market43.3% Cloud ERP CAGR34.2% Small <100 employees ~6,000,000 firms2016E 2019EPublic Cloud ERP On-PremiseERP application is a critical product category for Orlando, necessitating a strong offering in both on-premise and cloud delivery opportunitiesSources: Napa and Orlando Filings, Napa Website, Wall Street Research, IDC1. Macquarie Research as of 3/2/16, via IDC [ 15 ]2. Napa Q1 2016 Investor Presentation

Cloud ERP Competitive Perspectives[Graphic Appears Here]Industry participants continue to increasingly focus on Cloud ERP, given the attractive market trends and the ability to deliver additional solutions into the customer baseLeading companies with strong financial positions are actively pursuing Cloud ERP strategiesEarly Cloud ERP LeadersOther Cloud Application LeadersCloud ‘False Starts’The Cloud ERP market is currently a clear strategic focus for many well-capitalized competitors, making timing a real consideration[ 16 ]Sources: Napa Filings, Napa Website, Wall Street Research, IDCOrlando’s Current Cloud ERP Capabilities

Orlando’s Current Cloud ERP Capabilities[***]Broad Cloud ERP suite Offering built out of JDE acquisition that occurred over 10 years ago and has been continuously refined sinceBuilt on Java frameworkViewed in the market as best suited for customers that require diverse functionalityVertical presence in healthcare, education, and food & beverage, among other areasDeep range of application and product complements to cross-sell to its expanding customer baseORLANDO FUSION APPLICATIONS PRODUCT FAMILIES[***]Sources: Orlando Management[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separatelywith the Securities and Exchange Commission. [ 17 ]

Selected Wall Street Commentary on Orlando’s Cloud / SaaS OfferingsResearch analysts have highlighted the shift in IT preferences, as well as Orlando’s current cloud capabilitiesBroker Select Commentary “Decelerating SaaS/PaaS billings and lower cloud-related capex suggests Orlando’s Cloud transition is slowing…a shallower Cloud transition…may leave Orlando as a mainly legacy IT vendor in the new Cloud world” “While a slower Cloud transition should ease pressure on near-term margins, we believe this could raise ongoingKeith Weiss et al. investor concerns on the company’s secular positioning”March 24, 2016 “Orlando’s strength in database and middleware is countered by long-term uncertainty in applications and hardware as IT consumption preference shifts from traditional, on-premise solutions to public cloud models. This transition is still in its early stages but has already proven disruptive to certain legacy IT providers” “Orlando has attempted to navigate this changing landscape via acquisitions and other architectural enhancements toMark R Murphy et al. its offerings, but competitors such as salesforce.com and Workday have taken mindshare and market share”March 16, 2016 “Orlando’s three main businesses (database, apps and middleware) have been pressured by agile competitors andBrent Thill et al. Orlando’s late transition to the cloud”March 15, 2016 “Weakness has been tied to concerns around rising competition in the core database business, as well as Orlando’s overall dependency on legacy software (applications, database and middleware) in a world where cloud computingSarah Hindlian et al. has disrupted the traditional computing paradigm”March 3, 2016 “Orlando’s weaker showing among the top 4 [enterprise software] vendors this year is not surprising, given the company’s tardiness to the cloud and the significant number of large and small competitors targeting its large, on- premise installed base”Troy Jensen “Orlando has an uphill battle in 2016 to maintain its leading [enterprise software] role”January 11, 2016 [ 18 ]Source: Wall Street Research

Merits of Pursuing Cloud ERPBuilding a leading presence in Cloud ERP can help Orlando in holistically serving the broader ERP market and in further leveraging its IaaS and PaaS business capabilitiesERP is the largest and one of the stickiest application software types, with favorable secular tailwindsCloud ERP strength would position Orlando to more broadly serve the larger ERP marketStrong SaaS presence in ERP creates strategic cross-selling opportunities for complementary products such as PaaS and IaaSGives Orlando a better ‘seat at the table’ as customers make decisions on long-term ERP strategyLonger-term product pipeline dependent on penetrating broader market once meaningfully scaledA comprehensive suite of ERP offerings – both on-premise and SaaS – gives Orlando the potential to become an end-to-end winner for all customer ERP needs[ 19 ]

II. Why Napa?

Napa at a GlanceNapa is a leading pure-play SaaS provider of cloud-based financials / ERP software suitesBUSINESS OVERVIEWApplications aim to address a defined set of customer requirementsOfferings cover a broad group of industries, with attractive positions in: Software E-commerce and retail Wholesale / distribution Financial services Consulting Healthcare services Computer and IT services EducationFounded in 1998, Napa employs over 4,600 people in 12 countriesNAPA OFFERS A CENTRALIZED BUSINESS SOLUTIONERP SRPNapa Helps Warehouse ProjectBusinesses Mgmt. Mgmt.CORE BUSINESSCustomer ManagementOrder ManagementInventory ResourceMgmt. Global Financial Management Mgmt.Billing ManagementAddress their Revenue ManagementApplications Manufacturing Time & ExpenseIssues via aSingular Supply Chain ProjectSuite Mgmt. AccountingOffering[ 21 ]

Sources: Napa Filings, Wall Street ResearchNapa Historical BuildNapa’s strong cloud market position is evidenced by its steady revenue growth and increasing customer baseNAPA FISCAL YEAR ANNUAL REVENUE 1 ($ in millions) $965 $741Napa IPO $556 $415 $309 $152$167$193$236$67 $1092006A 2007A 2008A2009A2010A2011A2012A2013A2014A2015A2016ECUSTOMERS — TOTAL # OF COMPANIES, SUBS AND ORGANIZATIONS 2 30,000+ 24,000 20,000 16,000 12,000 10,000 ~7,700<5,300 ³ 5,600 6,6002006 2007 20082009201020112012201320142015Sources: Napa Filings, Wall Street Research 1. Napa Q1 2016 Investor Presentation 2. Based on Napa Q1 2016 Investor Presentation for 2010 – 2015 totals and Napa filings and earnings calls prior to that 3. Approximately 5,300 active Napa customers as of 3/31/07 per S1 filed 7/2/07, therefore assumed that Napa had less customers in 2006 [ 22 ]4. Total based on Napa’s stated new customers added per quarter in 2009 (per Napa earnings calls) and its year-end 2008 active customers (per Napa’s 12/31/2008 10-K)

Napa’s Investment in the Cloud[Graphic Appears Here]Over the past 18 years Napa has spent over $2.1bn to develop its product, establish its brand, and build its current customer base of over 30,000 companies / subsidiaries in over 160 countriesNAPA PRODUCT DEVELOPMENT AND SALES & MARKETING SPEND SINCE 2004 1($ in millions) $2,157Note that Napa’s publicly available information $1,633dates back to 2004 (as it IPO’d in 2007), therefore these figures do not encompass the first six years of operations $1,235 $947 $740 $576 $448 $344 $245 $164 $99$524$35 $288$398$35 $64$65$82$98$105$128$164$2072004 20052006200720082009201020112012201320142015 Annual Product Development + Sales & Marketing SpendCumulative Product Development + Sales & Marketing SpendAnnual Spend (mm): Product Development $8 $25$21$24$22$29$35$44$53$78$107$136Sales and Marketing 27 394458777693120154210291389Total $35 $64$65$82$98$105$128$164$207$288$398$524Employees: Product Development NA NANA76 ²1181351652393935928351,058Sales and Marketing NA NANA226 ²3142743473845187169851,394Total NA NANA302 ²4324095126239111,3081,8202,452Source: Napa Filings 1. Includes stock-based compensation, amortization of acquisition-related intangibles, transaction costs for business combinations, costs associated with a patent dispute settlement, non-cash interest expense on convertible debt and income tax benefits as allocated to the Product Development and Sales & Marketing expense categories over time [ 23 ]2. As of 9/30/07 per 424B4 filed 12/20/07

Selected Wall Street Commentary on Napa’s Cloud / SaaS OfferingsAnalysts have highlighted Napa’s competitive advantage in its cloud-based ERP solutionBroker Select Commentary “We believe fundamentals remain positive, and that Napa’s core ERP has carved out a competitively differentiated, sustainably growing segment of the market”Ross MacMillan et al. May 17, 2016 “We continue to view Napa as a unique asset that holds significant competitive advantages and believe two-tier ERP systems and modern Commerce-as-a-Service platforms will increasingly gain popularity among businesses worldwide,Philip Winslow et al. which should benefit OneWorld and SuiteCommerce, respectively”April 29, 2016 “We believe Napa is facing increased pressure at both the upper and lower ends of the market [via increased competition with Orlando]…we clearly view Napa as having a superior product and value proposition…”Alex Zukin et al. April 1, 2016 “Because Napa provides a very complex product – the core central system for running a business – and has fortified the product with a robust ecosystem, we believe it is advantaged by a significant competitive moat that will driveMark Murphy et al. sustainable multi-year growth”January 29, 2016 “Organizations are looking to adopt a two-tier ERP strategy by using a SaaS solution to complement a core ERP installation. We believe this has been a sweet spot for Napa and a major area of the company’s growth. We think thisJoel Fishbein et al. can continue based on Napa’s early mover advantage and differentiated product offering…”September 10, 2015 [ 24 ]Source: Wall Street Research

Select SaaS LandscapeNapa maintains an attractive market position in Cloud ERP, possesses meaningful scale and is a potentially actionable opportunity for OrlandoOrlando NapaAttractive Broader Attractive Attractive Attractive Legacy on- Legacy on- Cloud ERPposition in Cloud ERPposition inposition inposition inpremise ERPpremise ERPcapabilitieslegacy on- capabilitiesCloud CRMCloud HRMlower-endcapabilitiescapabilitiesfocused onpremise financialmfg.delivery Viewed as Participates in Viewed asapplications Broadly BroadlyDescription innovatorCloud ERP viadevelopingexpandingexpanding Lacks scaleBuilding with strongFinancialCloud ERP Lacks broadercloudcloudcloud brandForcecapabilitiescapabilitiesapplicationapplicationcapabilities partnershipcapabilitiescapabilitiesKey Market Cap: Market Cap:Market Cap:Market Cap:Market Cap:Market Cap:Market Cap:Market Cap:Financial ~$168.4bn ~$6.5bn~$54.5bn~$15.7bn~$9.3bnPrivatePrivatePrivateStatistics TEV / CY16E Rev: TEV / CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev:TEV / CY16E Rev:4.2x 6.7x6.8x9.2x4.3xn/an/an/a Software,Non-profit,Healthcare, Consumer,education, govt.,Food & beverage,Distribution, wholesale/Priority education, food healthcare,services,Manufacturing,healthcare,retail, distribution,Vertical & beverage, financial,financial,distribution, andhospitality,manufacturing,Manufacturing manufacturing,Presence communication, manufacturing,hospitality,servicesmanufacturing,and lumber / services, retail,etc. media, retail, etc.healthcare,etc.building non-profittechnologySources: Wall Street Research, Company Websites, Gartner [ 25 ]Note: Market data as of 5/18/16

Select SaaS Landscape (Cont’d)Napa maintains an attractive market position in Cloud ERP, possesses meaningful scale and is a potentially actionable opportunity for OrlandoOrlando Napa Fusion ERP is 14+ year CRM SaaS HCM SaaS Strategically Rewrote Offerings SaaS platformviewed as head-startleaderleaderfocused on aapplicationsfocused onis composeddeveloping / gives it a Developed a HCMsales andto better serveentities withentirely ofworking to strong Cloudproductmidsize ERPnarrow focusmfg. offerings number ofdeployedenhance its ERP positionapplicationsacross a rangestrategy thatmarket Activelyofferings to expandof industries,caters to Recent HCMpromoting parties withObservations Viewed as a beyond legacyfinancialsnarrow focusdeals, drivenmigrationsolution for CRM within HCM viewedby integrationfrom on-companies customer base Informallyof acquisitionspremise to as a second-with complex Financialtier solution toreleased(e.g., GTCloud ERPneeds cloud-basedNexus) and Force viewedlegacy ERPERP optionsselling into its as competitive(e.g., Sage X3,ERP base to ERPSage One, etc.) Cloud ERP Pure-play Size / Actionability Legacy Primarily an Primarily an Vertical focusmarket SaaS ERPactionability Significantsellingon-premiseon-premisemay limitgrowth and provider with Orlandogrowth withinapplicationsERP vendorERP vendorability tocompetitive scalewith limitedbuilding outbuilding outleverage competitor inERP woulddynamics Attractivesales, service,likely requirecomplexity /its cloudits cloudplatformmake timing a offering& marketingan acquisition,broad ERPofferingoffering Limited sizefactor in how across abut not ERP,given HCMfunctionality Broad suite of Limited sizeand scaleto build / number ofmaking afocus Financialproducts for aand scale inAssessment defend market verticalsCloud ERPfocus limitswide range ofCloud ERPposition entry abreadth ofindustries but Continuing to Limited potentialofferingslacks deep expandindustry focus customer basethreat Lacks scalefunctionality & addressableacross a Seeing growth marketnumber of keyacross cloud verticalsapps, but not purely in ERP [ 26 ]Sources: Wall Street Research, Company Websites, Gartner, Orlando Management

Select Napa Transaction ObservationsNapa’s attractive offering and market position is suited to further benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem The market for business applications and related services is rapidly evolvingCONSIDERATIONS Players are quickly establishing themselves as leaders in Cloud ERP Further establishing Cloud ERP presence could bring a number of cross-selling opportunities as well as significant defensive benefits (e.g., prevent future disintermediation) Would likely expand on-premise leadership position into Cloud ERP Accelerates ability to move beyond the on-premise ERP offering and truly complement the Fusion offerings In effect creates a two-tier ERP solution Brings large customer install base (over 10,000 companies running more than 30,000 subsidiaries and other entities) and recurring revenueSELECT More than 20 of the Fortune 100 companies are Napa customers, adopting a two-tier approach, with onlyTRANSACTION ~5% of revenue coming from two-tier install bases todayMERITS Established brand with customers seeking a narrow functionality set, with expansive reseller relationshipsNapa is built on Orlando’s technology and is therefore complementary with Orlando’s existing offeringsAllows Orlando to target Napa’s current customer base with an expanded suite of services (e.g., business intelligence, middleware, and database offerings) and global geographic reach (only 25% of Napa’s businesscurrently resides outside the U.S.)Potential for workflow optimization and employee consolidation across overlapping business areas[ 27 ]Source: Napa Filings

Select Potential Napa / Transaction RisksMoelis believes the following considerations should be evaluated in the context of a potential Napa transactionNapa has historically not been profitable on a GAAP basisNew account growth is expected to be heavily dependent on the ability to scale the Company’s sales force and channel partnersPotential competitive pressures, from other SaaS providers and other on-premise providers, may impact the ability to win new accounts and pricingWhile analysts project that the market for Cloud ERP will grow meaningfully, a potential for slower adoption levels existsNapa is believed to be pursuing a number of new offerings, which may require significant investmentA transaction may expose the Company to potential integration risks, including brand confusion, employee turnover, and customer account turnover[ 28 ]

Summary ConclusionsDatabase, middleware and application software are key products / markets for OrlandoCloud services continue to emerge as alternatives to traditional on-premise offeringsTransitioning these services to the cloud is a critical strategic imperative for Orlando, and while it has the cloud middleware and database capabilities to do so, [***][***] :Napa is a leading Cloud ERP provider [***]Competitors are likely to look to strengthen their Cloud ERP positions, making timing a key consideration[***][***][***][***][***][***]We believe the strategic rationale for a Napa acquisition justifies further exploration of a possible transaction[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separatelywith the Securities and Exchange Commission. [ 29 ]

Contact InformationMoelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.Moelis & Company LLC1999 Avenue of the Stars, Suite 1900Los Angeles, CA 90067Tel: (310) 443-2300399 Park Avenue, 5th FloorNew York, NY 10022Tel: (212) 883-3800[ 30 ]Exhibit (c)(10)

STRICTLY CONFIDENTIAL Project Napa Presentation to the Special Committee of the Board of Directors Preliminary Financial Analysis May 27, 2016

Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board of Directors of Orlando Corporation (“Orlando” or the “Company”) inconsidering the transaction described herein based on information provided by the Company and upon information from third party sources. Moelis has not assumed any responsibility for independently verifying theaccuracy of such information, and disclaims any liability with respect to the information herein. In this presentation, Moelis, at the Company’s direction, has used certain projections, forecasts or other forward-lookingstatements with respect to the Company and/or other parties involved in the transaction which were provided to Moelis by the Company and/or such other parties and which Moelis has assumed, at the Company’sdirection, were prepared based on the best available estimates and judgments of the management of the Company and/or such other parties as to the future performance of the Company and/or such other parties. Thispresentation is provided as of the date hereof and Moelis assumes no obligation to update it or correct any information herein. This presentation is solely for informational purposes. This presentation is not intended toprovide the sole basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipient should make its own independent business decision based on all other information,advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an offer to buy any business, security, option, commodity, future, loan or currency. It is not a commitment tounderwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting, actuarial or legal advice. Absent Moelis’ prior written consent, this material, whether in whole or in part, maynot be copied, photocopied, or duplicated in any form by any means, or redistributed. Moelis and its related investment banking entities provide mergers and acquisitions, recapitalization, restructuring, corporate financeand other financial advisory services to clients and affiliates of Moelis provide investment management services to clients. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary toinformation included in this material. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions inor effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Moelis and its affiliates may have advised, may seek toadvise and may in the future advise or invest in companies referred to in this presentation. This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent ofMoelis. [ 1 ]

Executive Summary Moelis is pleased to meet with the Special Committee (the “Committee”) of the Board of Directors of Orlando to discuss its preliminary financial analysis and potential next steps for Project Napa §Moelis has performed an initial review of both public and private information sources to form its preliminary perspectives § Moelis would like to discuss the following areas with the Committee: / Preliminaryreview of public market perspectives on Napa / Preliminary Napa financial analysis / Potential next steps and tactics around a potential transaction [ 2 ] 3 4 3 4 3 4

Background Moelis has held preliminary discussions with Orlando, Napa and its advisors, and has also reviewed a number of public and private information sources in forming its initial perspectives § On May 5, 2016Moelis, Orlando, Skadden and a representative from the Committee attended a management presentation with members of Napa and Qatalyst. The session covered a number of topics, including an overview of Napa’sbusiness highlights, a review of Napa’s go-to-market approach, and a review of Napa’s financials § On May 11, 2016 Moelis and Orlando held a telephonic discussion with Napa’s CFO to review a number of topicsaround Napa’s financials and related business considerations § On May 23, 2016 Moelis and Orlando held a telephonic discussion to review Orlando’s preliminary financial model for Napa and assumptions underlyingthe projection set § Moelis held subsequent conference calls with members of Orlando and Qatalyst to discuss due diligence findings and the potential acquisition § In addition to the management presentation, duediligence sessions and conference calls with the Napa and Orlando teams, Moelis reviewed: / Publicly available business and financial information relating to Napa and Orlando / Information relating to the business, earnings, cash flow, assets, liabilities and prospects of Napa, including financial forecasts prepared by Orlando / Certain Orlandointernal information relating to cost savings, synergies and related expenses expected to result from the transaction [ 3 ] 3 4 3 4 3 4

I. Preliminary Public Market Perspectives

Napa Annotated 3-Year Share Price Performance $120 5.0 2 3 7 $110 1 8 $100 10 4.0 6 $90 5 9 13 $80 TRADING STATISTICS 3.0 11 e $70 Napa 4 (mm ) k Pric Volum e c Current $77.49 St o $60 12 10-DayAverage $77.80 2.0 $50 30-Day Average 77.84 90-Day Average 70.45 $40 1-Year Average 81.63 2-Year Average 87.82 1.0 $30 52-Week High (07/24/15) 102.46 $20 All-Time High (02/27/14) 119.63 $10 0.0 5/23/138/23/13 11/23/13 2/23/14 5/23/14 8/23/14 11/23/14 2/23/15 5/23/15 8/23/15 11/23/15 2/23/16 5/23/16 Volume Stock Price 1§ July 25, 2013: Announces Second Quarter 2013 5§ July 24, 2014: Announces SecondQuarter 2014 9§ July 23, 2015: Announces Second Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue Financial Results (beat analyst revenue expectations) expectations)expectations); Appoints Jim McGeever as President 2§ October 24, 2013: Announces Third Quarter 2013 6§ October 23, 2014: Announces Third Quarter 2014 10§ October 22, 2015: Announces Third Quarter 2015Financial Results (beat analyst revenue Financial Results (beat analyst revenue Financial Results (missed analyst revenue expectations) expectations) expectations) 11§ January 28, 2016: Announces Fourth Quarter and3§ January 30, 2014: Announces Fourth Quarter and 7§ January 29, 2015: Announces Fourth Quarter and Fiscal 2015 Financial Results (beat analyst Fiscal 2013 Financial Results (beat analyst Fiscal 2014 FinancialResults (beat analyst revenue expectations) revenue expectations) revenue expectations) February 5, 2016: Cloud-Based Shares Drop 12§ Following Tableau’s Forecasted Industry Softness 4§ April 28, 2014: AnnouncesFirst Quarter 2014 8§ April 23, 2015: Announces First Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue April 28, : Announces expectations) expectations); Signs DefinitiveAgreement to 13§ 2016 First Quarter 2016 Acquire Bronto Software Financial Results (beat analyst revenue expectations) Source: Napa Website, Capital IQ [ 5 ] Note: All information on Napa based solely on publiclyavailable information; data as of 5/23/16

3-Year Relative Share Price Trading TRADING GAIN / LOSS Selected Public SaaS Napa NASDAQ Companies 1-Month 0.1% (2.9%) 1.9% 3-Month 38.5% 5.8% 26.4% 6-Month (9.0%) (6.6%) (6.0%) 1-Year(21.2%) (6.4%) (1.8%) 200% 2-Year (3.2%) 13.9% 46.8% 3-Year (13.6%) 37.8% 74.6% 150% 100% 50% 5/23/13 11/21/13 5/23/14 11/22/14 5/23/15 11/22/15 5/23/16 Napa NASDAQ Composite Index Selected PublicSaaS Companies ¹ Source: Capital IQ Note: All information on Napa based solely on publicly available information; data as of 5/23/16 [ 6 ] 1. Weighted by market capitalization; selected companies consist ofCornerstone OnDemand, Palo Alto Networks, Salesforce.com, ServiceNow, Splunk, Ultimate Software, and Workday, Inc.

Summary of Selected Wall Street Research on Napa Revenue Estimate Broker Date Rating Target Methodology 2016E 2017E Pacific Crest Securities—KBCM 5/18/2016 Neutral n/a n/a $965.1 $1,223.5 SocieteGenerale Cross Asset Research 5/2/2016 Underweight $76.00 5.5x EV / CY 2017 Revenue 967.2 1,222.3 FBN Securities 5/2/2016 Buy 100.00 DCF 965.0 1,231.0 William Blair 4/29/2016 Buy n/a n/a 965.0 1,212.0Piper Jaffray 4/29/2016 Neutral 81.00 5.2x EV / CY 2017 Revenue 965.1 1,223.9 Macquarie 4/29/2016 Neutral 76.00 DCF 966.2 1,228.3 JMP Securities 4/29/2016 Buy 100.00 6.3x EV / CY 2017 Revenue 970.01,268.1 Barclays 4/29/2016 Neutral 74.00 5.0x EV / CY 2017 Revenue 965.9 1,209.2 JP Morgan 4/29/2016 Buy 94.00 6.5x EV / CY 2017 Revenue 957.5 1,170.8 Deutsche Bank 4/29/2016 Buy 95.00 6.0x EV / CY2017 Revenue 974.4 1,248.5 Credit Suisse 4/29/2016 Buy 90.00 5.6x EV / CY 2017 Revenue 972.7 1,281.4 Morgan Stanley 4/29/2016 Underweight 60.00 DCF 970.0 1,220.0 BTIG 4/29/2016 Neutral n/a DCF 964.61,220.0 Canaccord Genuity 4/29/2016 Buy 100.00 6.6x EV / CY 2017 Revenue 970.0 1,227.5 Mitsubishi UFJ Securities (USA) 4/29/2016 Buy 87.00 n/a 969.9 1,246.3 Mizuho Securities 4/29/2016 Neutral 70.00 n/a959.8 1,195.2 MKM Partners LLC 4/29/2016 Buy 92.00 7.0x EV / Projected 4-quarter Billings 966.2 1,217.7 Raymond James 4/29/2016 Underweight n/a n/a 971.5 1,239.4 SunTrust 4/29/2016 Buy 93.00 Avg. of DCFand 7.0x EV / CY 2016 Revenue 965.3 1,242.0 RBC 4/28/2016 Buy 93.00 6.0x EV / CY 2017 Revenue 968.3 1,235.8 Benchmark Company 2/1/2016 Neutral 65.00 n/a 963.2 1,221.0 Needham & Company 1/29/2016Neutral n/a n/a 955.3 n/a High Target $100.00 $974.4 $1,281.4 Median Target 90.00 966.1 1,223.9 Average Target 85.06 966.3 1,227.8 Low Target 60.00 955.3 1,170.8 Current Share Price (05/23/16) $77.49 Sources:Capital IQ, ThomsonOne and Wall Street Research [ 7 ] Note: “n/a” denotes information not available to Moelis

3-Year Relative EV / Forward Revenue Multiple Trading SUMMARY AVERAGE STATISTICS Selected Public SaaS Napa Companies 1-Month Avg. 6.1x 6.9x 3-Month Avg. 5.7x 6.8x 6-Month Avg. 6.0x 7.0x 1-YearAvg. 7.2x 7.8x 2-Year Avg. 8.9x 8.3x 3-Year Avg. 10.7x 8.9x 18.0x 15.0x 12.0x 9.0x 6.0x 3.0x 5/23/13 11/21/13 5/23/14 11/22/14 5/23/15 11/22/15 5/23/16 Napa Selected Public SaaS Companies ¹ Source: Capital IQNote: All information on Napa based solely on publicly available information; data as of 5/23/16 [ 8 ] 1. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks,Salesforce.com, ServiceNow, Splunk, Ultimate Software, and Workday, Inc.

Napa’s Quarterly Revenue History vs. Wall Street Consensus FY2013 FY2014 FY2015 FY2016 ($ in millions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Reported: Revenue—Actual $91.6 $101.0 $106.9 $115.0$123.0 $131.8 $143.7 $157.9 $164.8 $177.3 $192.8 $206.2 $216.6 % YoY Growth 32.2% 35.2% 33.9% 35.3% 34.2% 30.5% 34.4% 37.3% 34.0% 34.5% 34.2% 30.6% 31.4% Wall Street: ¹ Revenue—Consensus Mean$91.0 $100.6 $105.7 $111.4 $120.9 $131.7 $141.0 $155.3 $161.5 $172.0 $193.5 $204.4 $213.4 % YoY Growth 31.3% 34.6% 32.5% 31.1% 32.0% 30.4% 32.0% 35.1% 31.3% 30.5% 34.7% 29.5% 29.5% Difference:Revenue Over / (Under) Consensus—$ $0.6 $0.4 $1.2 $3.6 $2.0 $0.1 $2.6 $2.5 $3.3 $5.3 ($0.7) $1.8 $3.2 Revenue YoY Growth Over / (Under) Consensus—% 0.9% 0.6% 1.5% 4.2% 2.2% 0.1% 2.5% 2.2% 2.7% 4.0%(0.5%) 1.2% 1.9% Source: Capital IQ, Napa Filings, Wall Street Research Note: Wall Street year-over-year growth based on Wall Street consensus mean compared to Napa’s actual revenue results in the applicable prioryear-over-year period [ 9 ] 1. Represents average of Wall Street estimates as compiled by Capital IQ on the most recent date prior to Napa’s applicable earnings announcement

II. Preliminary Napa Financial Analysis

Napa Historical and Projected Financial Summary (Orlando Management Incremental Case) Napa Standalone FYE December Napa as part of Orlando FYE May FY13A FY14A FY15A LTM FY17E FY18E FY19EFY20E FY21E ($ in millions, unless indicated) Year Year Year Mar-16 Year ¹ Year Year Year Year Subscription and support $333.6 $447.8 $593.1 $633.5 $829.8 $1,070.5 $1,359.5 $1,699.4 $2,073.2 YoY Growth31.9% 34.2% 32.5% 31.6% 31.0% 29.0% 27.0% 25.0% 22.0% Professional services and other 81.0 108.5 148.1 159.5 204.1 253.1 303.7 358.4 415.7 YoY Growth 44.8% 34.0% 36.5% 36.5% 28.0% 24.0% 20.0%18.0% 16.0% Total Revenue $414.5 $556.3 $741.1 $792.9 $1,033.9 $1,323.6 $1,663.2 $2,057.8 $2,489.0 YoY Growth 34.2% 34.2% 33.2% 32.6% 30.4% 28.0% 25.7% 23.7% 21.0% Subscription and support GrossProfit 284.4 384.1 508.3 541.1 713.6 931.3 1,196.4 1,512.4 1,865.9 Subscription and Support Margin 85.3% 85.8% 85.7% 85.4% 86.0% 87.0% 88.0% 89.0% 90.0% Professional services and other Gross Profit 9.9 14.012.3 12.9 20.4 29.1 38.0 50.2 62.4 Professional Services and Other Margin 12.2% 12.9% 8.3% 8.1% 10.0% 11.5% 12.5% 14.0% 15.0% Gross Profit $294.3 $398.1 $520.6 $554.0 $734.1 $960.4 $1,234.3 $1,562.6$1,928.3 Total Gross Margin 71.0% 71.6% 70.2% 69.9% 71.0% 72.6% 74.2% 75.9% 77.5% R&D ? $56.8 $80.7 $105.8 $112.6 $100.0 $125.0 $150.0 $175.0 $200.0 % of Revenue 13.7% 14.5% 14.3% 14.2% 9.7%9.4% 9.0% 8.5% 8.0% S&M 183.3 252.1 343.0 367.2 387.7 430.2 469.9 514.4 560.0 % of Revenue 44.2% 45.3% 46.3% 46.3% 37.5% 32.5% 28.3% 25.0% 22.5% G&A 32.6 39.2 53.1 55.1 25.8 33.1 16.6 16.5 16.2 %of Revenue 7.9% 7.0% 7.2% 7.0% 2.5% 2.5% 1.0% 0.8% 0.7% Total Operating Expenses $272.7 $371.9 $501.9 $535.0 $513.6 $588.2 $636.5 $705.9 $776.2 % of Revenue 65.8% 66.9% 67.7% 67.5% 49.7% 44.4%38.3% 34.3% 31.2% EBIT $21.6 $26.2 $18.7 $19.0 $220.5 $372.2 $597.8 $856.7 $1,152.1 EBIT Margin 5.2% 4.7% 2.5% 2.4% 21.3% 28.1% 35.9% 41.6% 46.3% Source: Wall Street Research, Orlando Management 1.Napa year-over-year growth rate based on LTM financials ending 3/31/16 compared to FY 2017E May 31 year-end financials [ 11 ] 2. Adjusted for capitalization of certain development costs incurred in connection withits internal use software and website

Napa Revenue – Orlando Management Incremental Case vs. Wall Street Consensus Mean Forecast ($ in millions) $2,600.0 $2,578.0 $2,489.0 $2,178.0 $2,200.0 $2,057.8 $1,763.0 $1,800.0 $1,663.2 $1,428.9 $1,400.0$1,323.6 $1,093.3 $1,033.9 $1,000.0 FY2017 FY2018 FY2019 FY2020 FY2021 Orlando Management Incremental Case ¹ Wall Street Consensus Mean ² Source: Capital IQ, Napa Filings, Wall Street Research, OrlandoManagement 1. Orlando Management Incremental Case for Napa based on Orlando Estimates, assuming a May 31 FYE [ 12 ] 2. Wall Street Consensus Mean based on available Wall Street Research, calendarized to aJune 30 FYE for comparability purposes

Orlando Management Incremental Forecast Assumptions and Considerations § Orlando Management Incremental Forecast for Napa Assumptions: / Model viewed as incremental to Orlando (i.e.,under Orlando ownership) / Revenue growth based on assumed booking trends that are expected to remain inline and decline modestly relative to historicalperformance / Assumes a gross margin that approaches 90% in out years / Orlando combination with Napa creates significant OpEx savings due to increased scaleand leverage as well as cost synergies / Assumes a 35% tax rate § Considerations: / Projection set lacks Orlando perspectives on the standalone business prospectsfor Napa / Does not include a longer-term financial projection set / No one-time costs have been incorporated to achieve assumed cost savings / Assumes noyear-over-year change in working capital / Annual depreciation & amortization equals annual capital expenditures / Stock based compensation expense inprojection period to be refined / Does not take into account the ability to utilize existing Napa NOLs / Projection set measured on a non-GAAP basis / Projections subject to change based on continued diligence Source: Orlando Management [ 13 ]

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Illustrative Analysis at Various Napa Share Prices Certain of Napa’s operating statistics fall on the higher end of the range of those statistics for companies used in the Selected Public SaaS Companies and the SelectedPrecedent Transactions, and may justify utilizing materially higher multiples than the median multiples illustrated below Selected Public Selected SaaS Precedent Napa Illustrative Share Price Companies Transactions ¹Current ($ in millions, except per share data) $77.49 $90.00 $100.00 $110.00 $120.00 $130.00 Median Median Premiums Date Statistic % Current 5/23/16 $77.49 — 16.1% 29.0% 42.0% 54.9% 67.8% 31.1% % 1-Month Prior Average 4/23/16 77.84 (0.5%) 15.6% 28.5% 41.3% 54.2% 67.0% 44.1% % 1-Year Prior Average 5/23/15 81.63 (5.1%) 10.3% 22.5% 34.8% 47.0% 59.3% 39.9% Discount to 52-Week High 7/24/15 102.46(24.4%) (12.2%) (2.4%) 7.4% 17.1% 26.9% 11.2% Premium to 52-Week Low 2/16/16 51.75 49.7% 73.9% 93.2% 112.6% 131.9% 151.2% 105.5% Fully Diluted Shares Outstanding 83.723 86.688 86.166 85.760 88.10487.920 Implied Equity Value $6,487.7 $7,801.9 $8,616.6 $9,433.6 $10,572.5 $11,429.6 Plus: Debt ? $315.2 $315.2 $315.2 $315.2 $5.2 $5.2 Less: Cash (387.3) (387.3) (387.3) (387.3) (387.3) (387.3) Implied EnterpriseValue $6,415.6 $7,729.9 $8,544.5 $9,361.5 $10,190.4 $11,047.5 Financial Multiples: Statistic Reported TEV / Revenue—LTM (3/31/16) $792.9 8.1x 9.7x 10.8x 11.8x 12.9x 13.9x 9.0x Wall Street Consensus TEV /Revenue—CY2016E $966.9 6.6x 8.0x 8.8x 9.7x 10.5x 11.4x 8.0x TEV / Revenue—NTM (3/31/17) ³ 1,028.4 6.2x 7.5x 8.3x 9.1x 9.9x 10.7x 8.0x 7.9x TEV / Revenue—CY2017E 1,226.3 5.2x 6.3x 7.0x 7.6x 8.3x 9.0x6.2x Source: Capital IQ, Napa and Selected Public SaaS Companies’ Filings, Wall Street Research 1. Selected Precedent Transactions premiums represent premiums to 1-day prior, 1-month, 1-year average stock price,1-year high, and 1-year low stock prices prior to deal announcement, respectively 2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares related toconvertible debt at CIC [ 14 ] 3. NTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies

Selected Public SaaS Companies As of May 23, 2016 Revenue Gross EBITDA LT Enterprise Value / Enterprise Value / Enterprise Revenue Growth Margin Margin Growth Revenue EBITDA ¹ ($ in millions) ValueCY’16E ‘15A-‘16E ‘16E-‘17E CY’16E CY’16E Rate LTM CY’16E CY’17E CY’16E CY’17E Selected Public SaaS Companies salesforce.com, inc. $58,058 $8,190 22.8% 19.8% 76.9% 20.5% 29.9% 8.2x 7.1x 5.9x34.6x 28.4x Workday, Inc. 14,906 1,549 33.2% 31.0% 72.3% 8.2% 50.0% 12.8x 9.6x 7.3x n/m n/m Palo Alto Networks, Inc. 13,945 1,571 36.6% 32.0% 77.2% 22.0% 43.6% 12.1x 8.9x 6.7x 40.4x 28.0x ServiceNow,Inc. 12,506 1,370 36.3% 30.2% 75.0% 17.9% 45.9% 11.4x 9.1x 7.0x n/m 32.5x Splunk, Inc. 7,075 882 32.0% 28.7% 87.1% 9.1% 49.5% 10.6x 8.0x 6.2x n/m n/m The Ultimate Software Group, Inc. 5,731 779 26.0%22.0% 63.4% 24.9% 23.3% 8.7x 7.4x 6.0x 29.6x 23.9x Cornerstone OnDemand, Inc. 2,191 432 27.2% 24.0% 72.2% 7.7% 20.0% 6.0x 5.1x 4.1x n/m 40.8x Overall Mean $2,110 30.6% 26.8% 74.9% 15.8% 37.4% 10.0x7.9x 6.2x 34.8x 30.7x Overall Median 1,370 32.0% 28.7% 75.0% 17.9% 43.6% 10.6x 8.0x 6.2x 34.6x 28.4x Napa (Wall Street) $6,416 $967 30.4% 26.8% 69.8% 8.0% 44.4% 8.1x 6.6x 5.2x n/m n/m Source: Capital IQ,Napa and Selected Public SaaS Company Filings Note: All years represent calendar years [ 15 ] 1. EBITDA multiples above 50x are shown as “n/m”

Selected Precedent Transactions Date Form of LTM LTM to NTM Implied TEV to Announced Target Acquiror Consideration Revenue ¹ Revenue Growth ² Implied TEV LTM Revenue NTM Revenue 10/21/15SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC Cash $486 14.0% $4,446 9.2x 8.0x 12/22/14 DataLogix Holdings, Inc. ³ Oracle Corporation Cash 103 39.4% 1,189 11.6x 8.3x 09/18/14 Concur Technologies, Inc. SAPAmerica, Inc. Cash 668 21.2% 8,592 12.9x 10.6x 06/13/14 OpenTable, Inc. The Priceline Group Inc. Cash 198 19.0% 2,570 13.0x 10.9x 12/20/13 Responsys, Inc. Oracle Corporation Cash 194 17.5% 1,457 7.5x 6.4x06/04/13 ExactTarget, Inc. salesforce.com, inc. Cash 317 23.9% 2,539 8.0x 6.5x 12/20/12 Eloqua, Inc. Oracle Corporation Cash 90 19.4% 872 9.7x 8.1x 08/27/12 Kenexa Corp. IBM Cash 318 25.0% 1,298 4.1x 3.3x05/22/12 Ariba Inc. SAP America, Inc. Cash 502 13.3% 4,411 8.8x 7.8x 02/09/12 Taleo Corp. Oracle Corporation Cash 309 18.3% 1,942 6.3x 5.3x 12/03/11 SuccessFactors, Inc. SAP America, Inc. Cash 292 37.9%3,571 12.2x 8.9x 10/24/11 Rightnow Technologies, Inc. Oracle Corporation Cash 216 14.1% 1,606 7.4x 6.5x Average 21.9% 9.2x 7.5x Median 19.2% 9.0x 7.9x $793 29.7% $6,416 8.1x 6.2x Sources: Capital IQ, Targetand Acquiror Filings, Wall Street Research 1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior to the transaction 2. NTM revenue for precedent transactions representsforecasted revenue for the four fiscal quarters following the transaction 3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time oftransaction [ 16 ] 4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research

Napa Discounted Cash Flow Analysis (Orlando Incremental Model) The analysis below is not a standalone DCF of Napa, and instead illustrates the DCF value of the incremental impact of Napa to Orlando’s revenueand cash flows and includes the impact of synergies and other benefits that are not available to Napa shareholders on a standalone basis For the Fiscal Year Ended May 31, Terminal ($ in millions) 2017E 2018E 2019E2020E 2021E Value Total Revenue $1,034 $1,324 $1,663 $2,058 $2,489 % Growth 28.0% 25.7% 23.7% 21.0% Non-GAAP EBIT 220 372 598 857 1,152 % Margin 21.3% 28.1% 35.9% 41.6% 46.3% Less: Cash Taxes¹ (77) (130) (209) (300) (403) Plus: Depreciation & Amortization ² 41 53 67 82 100 Less: Stock-based Compensation ³ (155) (155) (155) (155) (155) (41) (53) (67) (82) (100) -————- Unlevered Free Cash Flow($12) $87 $234 $402 $594 $19,912 % Growth — NM 168.9% 72.1% 47.8% DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES Implied Share Price Implied Perpetuity Growth Rate Discount LTMRevenue Exit Multiple Discount LTM Revenue Exit Multiple Rate 7.0x 7.5x 8.0x 8.5x 9.0x Rate 7.0x 7.5x 8.0x 8.5x 9.0x 9.0% $144.30 $153.66 $162.96 $172.28 $181.56 9.0% 5.4% 5.6% 5.8% 6.0% 6.2% 10.0%138.08 147.05 155.96 164.85 173.76 10.0% 6.4% 6.6% 6.8% 7.0% 7.2% 11.0% 132.17 140.75 149.33 157.82 166.33 11.0% 7.3% 7.6% 7.8% 8.0% 8.1% 12.0% 126.53 134.80 142.98 151.17 159.29 12.0% 8.3% 8.5%8.8% 8.9% 9.1% 13.0% 121.21 129.09 136.98 144.81 152.62 13.0% 9.3% 9.5% 9.7% 9.9% 10.1% Source: Orlando Management, Napa Filings Note: Analysis reflects Napa under Orlando ownership. Assumed date of5/31/16. sumes 35% tax rate, per Orlando Management sumed to be 4% of annual revenue, in-line with Macquarie research estimates for the period d to be 15% of annual revenue in FY2017E (constant thereafter) 4.Assumed to equal annual depreciation & amortization expense, per Orlando Management [ 17 ] 5. Assumed to be zero, per Orlando Management

II. Next Steps & Additional Considerations

Next Steps & Additional Considerations Moelis believes Orlando should engage in exploratory next steps with Napa and that several alternatives exist to approach Napa § Initial bid value / form of consideration § TheCommittee has a number of approach alternatives to Napa including the form and channel of communication § Potential channels of communication / Financial Advisor (Moelis) to Financial Advisor(Qatalyst) / Committee Member to Committee Member / Orlando Management to Napa Management or Financial Advisor (Qatalyst) § Potential form ofcommunication / Verbal communication of interest / Written offer and appropriate level of detail Moelis believes that any non-binding indication of interestshould include the price and terms under which Orlando would evaluate a potential transaction [ 19 ] 3 4 3 4 3 4 3 4 3 4

Appendix

Weighted Average Cost of Capital Analysis As of 05/23/16 Levered Beta ¹ Total MV Debt/ Asset Beta ² Int. Expense / ($ in millions) 2-Year 5-Year Debt Equity Total Cap 2-Year 5-Year Total Debt Selected PublicSaaS Companies salesforce.com, inc. 1.289 1.277 $2,120 $57,704 3.5% 1.255 1.243 3.7% Workday, Inc. 1.612 1.531 600 16,275 3.6% 1.575 1.495 5.3% Palo Alto Networks, Inc. 1.158 1.185 575 14,159 3.9% 1.1301.156 4.0% ServiceNow, Inc. 1.337 1.371 575 12,832 4.3% 1.299 1.331 5.5% Splunk, Inc. 1.841 1.777 — 8,084 — 1.841 1.777 NA The Ultimate Software Group, Inc. 1.178 1.130 10 5,817 0.2% 1.177 1.129 5.4%Cornerstone OnDemand, Inc. 0.981 0.992 253 2,212 10.3% 0.914 0.924 5.0% Overall Mean 1.342 1.323 3.7% 1.313 1.294 4.8% Overall Median 1.289 1.277 3.6% 1.255 1.243 5.2% Napa 1.202 1.286 $315 $6,488 4.6%1.146 1.227 4.7% KEY ASSUMPTIONS WACC SENSITIVITY Debt / Unlevered Beta § Long-horizon expected equity risk premium (supply-side) of 6.03% (Source: Duff & Phelps 2016) Total Cap 1.100 1.200 1.3001.400 1.500§ Yield on 20-year U.S. Treasury (5/23/2016) of 2.23% — 9.7% 10.3% 10.9% 11.5% 12.1%§ Size premium of 0.86% using the 3rd decile tier provided by 1.0% 9.7% 10.3% 10.9% 11.5% 12.1% Duff andPhelps 2016, based on companies with an equity 2.0% 9.7% 10.3% 10.9% 11.5% 12.1% value between $5.2 billion and $9.6 billion 3.0% 9.7% 10.3% 10.9% 11.5% 12.0% § Stated tax rate of 35.0% per OrlandoManagement guidance 4.0% 9.6% 10.2% 10.8% 11.4% 12.0% § 5.2% pre-tax cost of debt 5.0% 9.6% 10.2% 10.8% 11.4% 12.0% Source: Bloomberg, Capital IQ, Selected Public SaaS Company Filings, Duff & Phelps2016 Valuation Handbook, U.S. Department of the Treasury Note: Values as of 5/23/16 1 Bloomberg adjusted beta [ 21 ] 2 Unlevered adjusted beta of selected companies used to calculate relevered beta using theformula B = Bu(1+(1-t)(D/E))

Regression Analysis LONG-TERM EPS GROWTH VS. ’16E REVENUE MULTIPLE Workday 50% Splunk § Regression analysis summary: 45% ServiceNow Napa / Comparing long-term EPS growthvs. 2016E revenue 40% Palo Alto multiples provides an R2 of 56% Networks 35% 30% Salesforce / Comparing 2016E – 2017E revenue growth vs. 2016E GrowthRate revenue multiples provides an R2 of 49% LT 25% Ultimate 20% Software Cornerstone / Comparing 2016E EBITDA margins vs. 2016E revenue multiplesprovides an R2 of 5% 15% R²: 56% 10% 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x TEV / CY’16E Revenue ’16E—’17E REVENUE GROWTH VS. ’16E REVENUEMULTIPLE ’16E EBITDA MARGIN VS. ’16E REVENUE MULTIPLE 35% 30% Palo Alto Networks 25% Ultimate Palo Alto 30% Splunk Workday SoftwareNetworks Growth ServiceNow 20% Salesforce ServiceNow Napa 25% Cornerstone 15% Ultimate Software Workday 10% Splunk 20% ’16E EBITDA Margin ’16E /’17E Revenue Cornerstone Napa Salesforce R²: 49% 5% R²: 5% 15% 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x 0% 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x TEV / CY’16ERevenue TEV / CY’16E Revenue Source: Selected Public SaaS Company Filings, Wall Street Research [ 22 ] Note: Financial data as of 05/23/16

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Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC. Moelis & Company LLC 1999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067 Tel: (310) 443-2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 23 ]

2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 23 ]Exhibit (c)(11)

STRICTLY CONFIDENTIAL Project Napa Update Materials for the Special Committee of the Board of Directors June 8, 2016

Update Selected Public Selected SaaS Precedent Orlando Napa Illustrative Share Price Napa Companies Transactions ¹ Current Proposal Response (6/7/2016) (6/1/2016) (6/6/2016) ($ in millions, except per share data)$84.79 $100.00 $105.00 $110.00 $115.00 $120.00 $125.00 Median Median Premiums Date Statistic % Current 6/7/16 $84.79 — 17.9% 23.8% 29.7% 35.6% 41.5% 47.4% 34.7% % 1-Month Prior Average 5/7/16 79.247.0% 26.2% 32.5% 38.8% 45.1% 51.4% 57.7% 45.4% % 1-Year Prior Average 6/7/15 81.18 4.5% 23.2% 29.3% 35.5% 41.7% 47.8% 54.0% 42.1% Discount to 52-Week High 7/24/15 102.46 (17.2%) (2.4%) 2.5% 7.4%12.2% 17.1% 22.0% 10.1% Premium to 52-Week Low 2/16/16 51.75 63.8% 93.2% 102.9% 112.6% 122.2% 131.9% 141.5% 105.5% Fully Diluted Shares Outstanding 83.869 86.166 85.916 85.760 85.599 88.10488.014 Implied Equity Value $7,111.2 $8,616.6 $9,021.1 $9,433.6 $9,843.9 $10,572.5 $11,001.7 Plus: Debt ? $315.2 $315.2 $315.2 $315.2 $315.2 $5.2 $5.2 Less: Cash (387.3) (387.3) (387.3) (387.3) (387.3) (387.3)(387.3) Implied Enterprise Value $7,039.1 $8,544.5 $8,949.0 $9,361.5 $9,771.8 $10,190.4 $10,619.7 Financial Multiples: Statistic Reported TEV / Revenue—LTM (3/31/16) $792.9 8.9x 10.8x 11.3x 11.8x 12.3x 12.9x13.4x 9.2x Wall Street Consensus TEV / Revenue—CY2016E $966.8 7.3x 8.8x 9.3x 9.7x 10.1x 10.5x 11.0x 8.3x TEV / Revenue—NTM (3/31/17) ³ 1,028.2 6.8x 8.3x 8.7x 9.1x 9.5x 9.9x 10.3x 7.7x 8.0x TEV / Revenue—CY2017E 1,226.3 5.7x 7.0x 7.3x 7.6x 8.0x 8.3x 8.7x 6.5x Source: Capital IQ, Napa and Selected Public SaaS Companies’ Filings, Wall Street Research 1. Selected Precedent Transactions premiums representpremiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectively 2. Assumes conversion of $310mm of convertible debt at prices above$116.10/share. Assumes additional make whole shares related to convertible debt at CIC [ 1 ] 3. NTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters endedfor Selected Public SaaS Companies

Selected Public SaaS Companies As of June 7, 2016 Revenue Gross EBITDA LT Enterprise Value / Enterprise Value / Enterprise Revenue Growth Margin Margin Growth Revenue EBITDA ¹ ($ in millions) ValueCY’16E ‘15A-‘16E ‘16E-‘17E CY’16E CY’16E Rate LTM CY’16E CY’17E CY’16E CY’17E Selected Public SaaS Companies salesforce.com, inc. $59,103 $8,279 24.2% 20.1% 76.9% 19.6% 29.9% 8.4x 7.1x 5.9x36.5x 29.0x Workday, Inc. 16,491 1,554 33.7% 30.7% 71.9% 8.5% 38.3% 13.1x 10.6x 8.1x n/m n/m ServiceNow, Inc. 13,592 1,370 36.3% 30.2% 75.0% 17.9% 45.9% 12.4x 9.9x 7.6x n/m 35.4x Palo Alto Networks,Inc. 13,172 1,583 25.5% 31.5% 77.4% 21.7% 43.7% 10.4x 8.3x 6.3x 38.4x 26.1x Splunk, Inc. 7,964 897 34.2% 28.4% 85.8% 8.2% 50.0% 11.9x 8.9x 6.9x n/m n/m The Ultimate Software Group, Inc. 6,126 779 26.1%21.9% 63.3% 24.9% 23.3% 9.3x 7.9x 6.5x 31.6x 25.5x Cornerstone OnDemand, Inc. 2,547 432 27.3% 23.9% 72.2% 7.7% 20.0% 7.0x 5.9x 4.8x n/m 47.3x Overall Mean $2,128 29.6% 26.7% 74.6% 15.5% 35.9% 10.4x8.4x 6.6x 35.5x 32.7x Overall Median 1,370 27.3% 28.4% 75.0% 17.9% 38.3% 10.4x 8.3x 6.5x 36.5x 29.0x Napa (Wall Street) $7,039 $967 30.4% 26.8% 69.8% 8.0% 44.4% 8.9x 7.3x 5.7x n/m n/m Source: Capital IQ,Napa and Selected Public SaaS Company Filings Note: All years represent calendar years [ 2 ] 1. EBITDA multiples above 50x are shown as “n/m”

Selected Precedent Transactions Date Form of LTM LTM to NTM Implied TEV to Announced Target Acquiror Consideration Revenue ¹ Revenue Growth ² Implied TEV LTM Revenue NTM Revenue 06/01/16Demandware, Inc. salesforce.com, inc. Cash $254 26.0% $2,788 11.0x 8.7x 10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC Cash 486 14.0% 4,446 9.2x 8.0x 12/22/14 DataLogix Holdings, Inc. ³ OracleCorporation Cash 103 39.4% 1,189 11.6x 8.3x 09/18/14 Concur Technologies, Inc. SAP America, Inc. Cash 668 21.2% 8,592 12.9x 10.6x 06/13/14 OpenTable, Inc. The Priceline Group Inc. Cash 198 19.0% 2,57013.0x 10.9x 12/20/13 Responsys, Inc. Oracle Corporation Cash 194 17.5% 1,457 7.5x 6.4x 06/04/13 ExactTarget, Inc. salesforce.com, inc. Cash 317 23.9% 2,539 8.0x 6.5x 12/20/12 Eloqua, Inc. Oracle CorporationCash 90 19.4% 872 9.7x 8.1x 08/27/12 Kenexa Corp. IBM Cash 318 25.0% 1,298 4.1x 3.3x 05/22/12 Ariba Inc. SAP America, Inc. Cash 502 13.3% 4,411 8.8x 7.8x 02/09/12 Taleo Corp. Oracle Corporation Cash 30918.3% 1,942 6.3x 5.3x 12/03/11 SuccessFactors, Inc. SAP America, Inc. Cash 292 37.9% 3,571 12.2x 8.9x 10/24/11 Rightnow Technologies, Inc. Oracle Corporation Cash 216 14.1% 1,606 7.4x 6.5x Average 22.3%9.3x 7.6x Median 19.4% 9.2x 8.0x Napa $793 29.7% $7,039 8.9x 6.8x Sources: Capital IQ, Target and Acquiror Filings, Wall Street Research 1. LTM revenue for precedent transactions represents the revenue in thefour fiscal quarters prior to the transaction 2. NTM revenue for precedent transactions represents forecasted revenue for the four fiscal quarters following the transaction 3. DataLogix Holdings, Inc. financial informationwas provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ] 4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research

Napa Annotated 3-Year Share Price Performance $120 3 5.0 2 $110 7 1 8 $100 10 4.0 6 $90 5 9 13 $80 3.0 TRADING STATISTICS $70 (mm) Price Napa 4 11 e k Stoc $60 Current $84.79 12 lum 10-Day Average$82.13 2.0 Vo $50 30-Day Average 79.24 $40 90-Day Average 73.77 1-Year Average 81.18 2-Year Average 87.83 1.0 $30 52-Week High (07/24/15) 102.46 All-Time High (02/27/14) 119.63 $20 $10 0.0 6/7/13 9/7/1312/7/13 3/7/14 6/7/14 9/7/14 12/7/14 3/7/15 6/7/15 9/7/15 12/7/15 3/7/16 6/7/16 Volume Stock Price 1? July 25, 2013: Announces Second Quarter 2013 5? July 24, 2014: Announces Second Quarter 2014 9? July 23,2015: Announces Second Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue Financial Results (beat analyst revenue expectations) expectations) expectations); Appoints JimMcGeever as President 2? October 24, 2013: Announces Third Quarter 2013 6? October 23, 2014: Announces Third Quarter 2014 10? October 22, 2015: Announces Third Quarter 2015 Financial Results (beat analystrevenue Financial Results (beat analyst revenue Financial Results (missed analyst revenue expectations) expectations) expectations) 11? January 28, 2016: Announces Fourth Quarter and 3? January 30, 2014: AnnouncesFourth Quarter and 7? January 29, 2015: Announces Fourth Quarter and Fiscal 2015 Financial Results (beat analyst Fiscal 2013 Financial Results (beat analyst Fiscal 2014 Financial Results (beat analyst revenueexpectations) revenue expectations) revenue expectations) February 5, 2016: Cloud-Based Shares Drop 12? Following Tableau’s Forecasted Industry Softness 4? April 28, 2014: Announces First Quarter 2014 8? April23, 2015: Announces First Quarter 2015 Financial Results (beat analyst revenue Financial Results (beat analyst revenue April 28, : Announces expectations) expectations); Signs Definitive Agreement to 13? 2016 FirstQuarter 2016 Acquire Bronto Software Financial Results (beat analyst revenue expectations) Source: Napa Website, Capital IQ [ 4 ] Note: All information on Napa based solely on publicly available information; data asof 6/7/16

3-Year Relative Share Price Trading TRADING GAIN / LOSS Selected Public SaaS Napa NASDAQ Companies 1-Month 11.7% 4.5% 10.1% 3-Month 32.9% 6.7% 13.9% 6-Month 2.8% (2.7%) (5.8%) 1-Year (6.9%)(1.2%) 5.1% 2-Year 6.8% 14.4% 47.9% 3-Year (3.5%) 43.0% 91.4% 220% 190% 160% 130% 100% 70% 40% 6/7/13 12/6/13 6/7/14 12/7/14 6/7/15 12/7/15 6/7/16 Napa NASDAQ Composite Index Selected PublicSaaS Companies ¹ Source: Capital IQ Note: All information on Napa based solely on publicly available information; data as of 6/7/16 [ 5 ] 1. Weighted by market capitalization; selected companies consist ofCornerstone OnDemand, Palo Alto Networks, Salesforce.com, ServiceNow, Splunk, Ultimate Software, and Workday, Inc.

3-Year Relative EV / Forward Revenue Multiple Trading SUMMARY AVERAGE STATISTICS Selected Public SaaS Napa Companies 1-Month Avg. 6.1x 6.9x 3-Month Avg. 5.9x 6.9x 6-Month Avg. 5.9x 6.9x 1-YearAvg. 7.1x 7.7x 2-Year Avg. 8.8x 8.3x 3-Year Avg. 10.6x 9.0x 18.0x 15.0x 12.0x 9.0x 6.0x 3.0x 6/7/13 12/6/13 6/7/14 12/7/14 6/7/15 12/7/15 Napa Selected Public SaaS Companies ¹ Source: Capital IQ Note: Allinformation on Napa based solely on publicly available information; data as of 6/7/16 1. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks, Salesforce.com,ServiceNow, Splunk, Ultimate Software, and Workday, Inc.

Contact Information Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC. Moelis & Company LLC 1999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067 Tel: (310) 443-2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 7 ]

2300 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 [ 7 ]Exhibit (c)(12)

STRICTLY CONFIDENTIALProject Napa[Graphic Appears Here]Update Materials for the Special Committee of the Board of DirectorsJune 14, 2016

Update[Graphic Appears Here]Certain of Napa s operating statistics fall on the higher end of the range of those statistics for companies used in the Selected Public SaaS Companies and the Selected Precedent Transactions, and may justify utilizingmaterially higher multiples than the median multiples illustrated below Selected PublicSelected SaaSPrecedent OrlandoOrlandoNapa Illustrative Share PriceNapaNapaCompanies Transactions ¹ Current Proposal ResponseResponse Response (6/13/16)(6/1/16)(6/8/16)(6/11/16)(6/6/16)($ in millions, except per share data) $78.83$100.00$106.00$108.00$110.00$112.00$114.00$116.00$118.00$120.00$125.00MedianMedianPremiums Date Statistic% Current 6/13/16 $78.83—26.9%34.5%37.0%39.5%42.1%44.6%47.2%49.7%52.2%58.6%34.7%% 1-Month Prior Average 5/13/16 80.22(1.7%)24.7%32.1%34.6%37.1%39.6%42.1%44.6%47.1%49.6%55.8%45.4%% 1-Year Prior Average 6/13/15 80.99(2.7%)23.5%30.9%33.4%35.8%38.3%40.8%43.2%45.7%48.2%54.3%42.1%Discount to 52-Week High 7/24/15 102.46(23.1%)(2.4%)3.5%5.4%7.4%9.3%11.3%13.2%15.2%17.1%22.0%10.1%Premium to 52-Week Low 2/16/16 51.7552.3%93.2%104.8%108.7%112.6%116.4%120.3%124.2%128.0%131.9%141.5%105.5%Fully Diluted Shares Outstanding 83.75286.16685.88585.82385.76085.69685.63285.56788.17188.10488.014Implied Equity Value $6,602$8,617$9,104$9,269$9,434$9,598$9,762$9,926$10,404$10,573$11,002Plus: Debt ² $315$315$315$315$315$315$315$315$5$5$5Less: Cash ($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)Implied Enterprise Value $6,530$8,544$9,032$9,197$9,361$9,526$9,690$9,854$10,022$10,190$10,620Financial Multiples: StatisticReported TEV / Revenue—LTM (3/31/16) $792.9 8.2x10.8x11.4x11.6x11.8x12.0x12.2x12.4x12.6x12.9x13.4x9.2xWall Street Consensus TEV / Revenue—CY2016E $966.86.8x8.8x9.3x9.5x9.7x9.9x10.0x10.2x10.4x10.5x11.0x8.0xTEV / Revenue—NTM (3/31/17) ³ 1,028.2 6.4x8.3x8.8x8.9x9.1x9.3x9.4x9.6x9.7x9.9x10.3x7.4x8.0xTEV / Revenue—CY2017E 1,226.35.3x7.0x7.4x7.5x7.6x7.8x7.9x8.0x8.2x8.3x8.7x6.3xSource: Capital IQ, Napa and Selected Public SaaS Companies’ Filings, Wall Street Research 1. Selected Precedent Transactions premiums represent premiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectively 2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares related to convertible debt at CIC3. NTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies [ 1 ]

Selected Public SaaS Companies[Graphic Appears Here]As of June 13, 2016 RevenueGrossEBITDALTEnterprise Value /Enterprise Value /Enterprise Revenue GrowthMargin Margin GrowthRevenueEBITDA ¹($ in millions) Value CY’16E’15A-‘16E ‘16E-‘17E CY’16ECY’16ERateLTMCY’16ECY’17ECY’16ECY’17ESelected Public SaaS Companies salesforce.com, inc. $57,880 $8,11521.7%21.5%76.9%19.8%29.2%8.2x7.1x5.9x36.1x27.7xWorkday, Inc. 15,953 1,55533.7%30.7%71.9%8.5%38.3%12.7x10.3x7.9xn/mn/mServiceNow, Inc. 12,964 1,37036.3%30.2%75.0%17.9%45.9%11.8x9.5x7.3xn/m33.7xPalo Alto Networks, Inc. 12,595 1,58325.5%31.5%77.4%21.7%43.7%10.0x8.0x6.1x36.7x24.9xSplunk, Inc. 7,462 89734.2%28.4%85.8%8.2%50.0%10.2x8.3x6.5xn/mn/mThe Ultimate Software Group, Inc. 5,938 77926.1%21.9%63.3%24.9%23.3%9.0x7.6x6.3x30.6x24.7xCornerstone OnDemand, Inc. 2,521 43227.3%23.9%72.2%7.7%20.0%6.9x5.8x4.7xn/m46.8xOverall Mean $2,10429.2%26.9%74.6%15.5%35.8%9.8x8.1x6.4x34.5x31.6xOverall Median 1,37027.3%28.4%75.0%17.9%38.3%10.0x8.0x6.3x36.1x27.7xNapa (Wall Street) $6,530 $96730.4%26.8%69.8%8.0%44.4%8.2x6.8x5.3xn/mn/mSource: Capital IQ, Napa and Selected Public SaaS Company Filings Note: All years represent calendar years [ 2 ]1. EBITDA multiples above 50x are shown as “n/m”

Selected Precedent Transactions[Graphic Appears Here]Date Form ofLTMLTM to NTMImplied TEV toAnnounced Target AcquirorConsideration Revenue ¹Revenue Growth ² Implied TEVLTM RevenueNTM Revenue06/01/16 Demandware, Inc. salesforce.com, inc.Cash$25426.0%$2,78811.0x8.7x10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLCCash48614.0%4,4469.2x8.0x12/22/14 DataLogix Holdings, Inc. ³ Oracle CorporationCash10339.4%1,18911.6x8.3x09/18/14 Concur Technologies, Inc. SAP America, Inc.Cash66821.2%8,59212.9x10.6x06/13/14 OpenTable, Inc. The Priceline Group Inc.Cash19819.0%2,57013.0x10.9x12/20/13 Responsys, Inc. Oracle CorporationCash19417.5%1,4577.5x6.4x06/04/13 ExactTarget, Inc. salesforce.com, inc.Cash31723.9%2,5398.0x6.5x12/20/12 Eloqua, Inc. Oracle CorporationCash9019.4%8729.7x8.1x08/27/12 Kenexa Corp. IBMCash31825.0%1,2984.1x3.3x05/22/12 Ariba Inc. SAP America, Inc.Cash50213.3%4,4118.8x7.8x02/09/12 Taleo Corp. Oracle CorporationCash30918.3%1,9426.3x5.3x12/03/11 SuccessFactors, Inc. SAP America, Inc.Cash29237.9%3,57112.2x8.9x10/24/11 Rightnow Technologies, Inc. Oracle CorporationCash21614.1%1,6067.4x6.5xAverage 22.3%9.3x7.6xMedian 19.4%9.2x8.0xNapa $79329.7%$6,5308.2x6.4xSources: Capital IQ, Target and Acquiror Filings, Wall Street Research 1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior to the transaction2. NTM revenue for precedent transactions represents forecasted revenue for the four fiscal quarters following the transaction3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ]4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research

Napa Discounted Cash Flow Analysis (Orlando Incremental Model)[Graphic Appears Here]The analysis below is not a standalone DCF of Napa, and instead illustrates the DCF value of the incremental impact of Napa to Orlando s revenue and cash flows and includes the impact of synergies and other benefitsthat are not available to Napa shareholders on a standalone basis For the Fiscal Year Ended May 31,Terminal($ in millions) 2017E2018E2019E2020E2021EValueTotal Revenue $1,034$1,324$1,663$2,058$2,489% Growth 28.0%25.7%23.7%21.0%Non-GAAP EBIT 2203725988571,152% Margin 21.3%28.1%35.9%41.6%46.3%Less: Cash Taxes ¹ (77)(130)(209)(300)(403)Plus: Depreciation & Amortization ² 41536782100Less: Stock-based Compensation ³ (155)(155)(155)(155)(155) (41)(53)(67)(82)(100) —————Unlevered Free Cash Flow ($12)$87$234$402$594$19,912% Growth —NM168.9%72.1%47.8%DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLES Implied Share PriceImplied Perpetuity Growth RateDiscount LTM Revenue Exit MultipleDiscountLTM Revenue Exit MultipleRate 7.0x 7.5x8.0x8.5x9.0xRate7.0x7.5x8.0x8.5x9.0x9.0% $144.30 $153.66$162.96$172.28$181.569.0%5.4%5.6%5.8%6.0%6.2%10.0% 138.08 147.05155.96164.85173.7610.0%6.4%6.6%6.8%7.0%7.2%11.0% 132.17 140.75149.33157.82166.3311.0%7.3%7.6%7.8%8.0%8.1%12.0% 126.53 134.80142.98151.17159.2912.0%8.3%8.5%8.8%8.9%9.1%13.0% 121.21 129.09136.98144.81152.6213.0%9.3%9.5%9.7%9.9%10.1%Source: Orlando Management, Napa FilingsNote: Analysis reflects Napa under Orlando ownership. Assumed date of 5/31/16.sumes 35% tax rate, per Orlando Management sumed to be 4% of annual revenue, in-line with Macquarie research estimates for the period d to be 15% of annual revenue in FY2017E (constant thereafter) 4. Assumed to equal annual depreciation & amortization expense, per Orlando Management [ 4 ]5. Assumed to be zero, per Orlando Management

[Graphic Appears Here]6/13/13 9/13/13 12/13/133/13/146/13/149/13/1412/13/143/13/156/13/159/13/1512/13/153/13/166/13/16 VolumeStock Price1 July 25, 2013: Announces Second Quarter 2013 5 July 24, 2014: Announces Second Quarter 20149 July 23, 2015: Announces Second Quarter 2015Financial Results (beat analyst revenue Financial Results (beat analyst revenueFinancial Results (beat analyst revenueexpectations) expectations)expectations); Appoints Jim McGeever as President2 October 24, 2013: Announces Third Quarter 2013 6 October 23, 2014: Announces Third Quarter 201410 October 22, 2015: Announces Third Quarter 2015Financial Results (beat analyst revenue Financial Results (beat analyst revenueFinancial Results (missed analyst revenueexpectations) expectations)expectations) 11 January 28, 2016: Announces Fourth Quarter and3 January 30, 2014: Announces Fourth Quarter and 7 January 29, 2015: Announces Fourth Quarter andFiscal 2015 Financial Results (beat analystFiscal 2013 Financial Results (beat analyst Fiscal 2014 Financial Results (beat analystrevenue expectations)revenue expectations) revenue expectations) 12 February 5, 2016: Cloud-Based Shares Drop Following Tableau’s Forecasted Industry Softness4 April 28, 2014: Announces First Quarter 2014 8 April 23, 2015: Announces First Quarter 2015Financial Results (beat analyst revenue Financial Results (beat analyst revenueexpectations) expectations); Signs Definitive Agreement to13 April 28, 2016: Announces First Quarter 2016 Acquire Bronto SoftwareFinancial Results (beat analyst revenue expectations)Source: Napa Website, Capital IQ [ 5 ]Note: All information on Napa based solely on publicly available information; data as of 6/13/16

3-Year Relative Share Price Trading[Graphic Appears Here]TRADING GAIN / LOSS Selected Public SaaSNapa NASDAQCompanies1-Month 2.6% 3.7%6.8%3-Month 22.0% 3.0%7.5%6-Month (0.6%) (1.2%)(3.8%)1-Year (15.7%) (3.1%)1.0%2-Year (4.9%) 13.5%37.7%3-Year (8.7%) 42.1%92.7%[Graphic Appears Here]

3-Year Relative EV / Forward Revenue Multiple Trading[Graphic Appears Here]SUMMARY AVERAGE STATISTICSSelectedPublic SaaSNapa Companies1-Month Avg. 6.2x 7.0x3-Month Avg. 5.9x 6.9x6-Month Avg. 5.9x 6.9x1-Year Avg. 7.1x 7.7x2-Year Avg. 8.8x 8.3x3-Year Avg. 10.6x 9.0x[Graphic Appears Here]

Contact Information[Graphic Appears Here]Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.Moelis & Company LLC1999 Avenue of the Stars, Suite 1900Los Angeles, CA 90067Tel: (310) 443-2300399 Park Avenue, 5th FloorNew York, NY 10022Tel: (212) 883-3800[ 8 ]Exhibit (c)(13)

STRICTLY CONFIDENTIALProject Napa[Graphic Appears Here]Update Materials for the Special Committee of the Board of DirectorsJune 30, 2016

Update[Graphic Appears Here]Certain of Napa s operating statistics fall on the higher end of the range of those statistics for companies used in the Selected Public SaaS Companies and the Selected Precedent Transactions, and may justify utilizingmaterially higher multiples than the median multiples illustrated below Selected PublicSelected SaaSPrecedent OrlandoOrlandoNapa Illustrative Share PriceNapaNapaCompanies Transactions ¹ Current Proposal ResponseResponse Response (6/29/16)(6/1/16)(6/8/16)(6/11/16)(6/6/16)($ in millions, except per share data) $72.19$100.00$106.00$108.00$110.00$112.00$114.00$116.00$118.00$120.00$125.00MedianMedianPremiums Date Statistic% Current 6/29/16 $72.19—38.5%46.8%49.6%52.4%55.1%57.9%60.7%63.5%66.2%73.2%34.7%% 1-Month Prior Average 5/29/16 78.93(8.5%)26.7%34.3%36.8%39.4%41.9%44.4%47.0%49.5%52.0%58.4%45.4%% 1-Year Prior Average 6/29/15 80.20(10.0%)24.7%32.2%34.7%37.2%39.7%42.2%44.6%47.1%49.6%55.9%42.1%Discount to 52-Week High 7/24/15 102.46(29.5%)(2.4%)3.5%5.4%7.4%9.3%11.3%13.2%15.2%17.1%22.0%10.1%Premium to 52-Week Low 2/16/16 51.7539.5%93.2%104.8%108.7%112.6%116.4%120.3%124.2%128.0%131.9%141.5%105.5%Fully Diluted Shares Outstanding 83.59986.16685.88585.82385.76085.69685.63285.56788.17188.10488.014Implied Equity Value $6,035$8,617$9,104$9,269$9,434$9,598$9,762$9,926$10,404$10,573$11,002Plus: Debt ² $315$315$315$315$315$315$315$315$5$5$5Less: Cash ($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)Implied Enterprise Value $5,963$8,544$9,032$9,197$9,361$9,526$9,690$9,854$10,022$10,190$10,620Financial Multiples: StatisticReported TEV / Revenue—LTM (3/31/16) $792.9 7.5x10.8x11.4x11.6x11.8x12.0x12.2x12.4x12.6x12.9x13.4x9.2xWall Street Consensus TEV / Revenue—CY2016E $966.86.2x8.8x9.3x9.5x9.7x9.9x10.0x10.2x10.4x10.5x11.0x7.8xTEV / Revenue—NTM (3/31/17) ³ 1,028.3 5.8x8.3x8.8x8.9x9.1x9.3x9.4x9.6x9.7x9.9x10.3x7.4x8.0xTEV / Revenue—CY2017E 1,226.34.9x7.0x7.4x7.5x7.6x7.8x7.9x8.0x8.2x8.3x8.7x6.3xSource: Capital IQ, Napa and Selected Public SaaS Companies’ Filings, Wall Street Research 1. Selected Precedent Transactions premiums represent premiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectively2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares related to convertible debt at CIC [ 1 ]3. NTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies

Selected Public SaaS Companies[Graphic Appears Here]As of June 29, 2016 RevenueGrossEBITDALTEnterprise Value /Enterprise Value /Enterprise Revenue GrowthMargin Margin GrowthRevenueEBITDA ¹($ in millions) Value CY’16E’15A-‘16E ‘16E-‘17E CY’16ECY’16ERateLTMCY’16ECY’17ECY’16ECY’17ESelected Public SaaS Companies salesforce.com, inc. $56,045 $8,31424.7%21.6%76.9%19.5%30.6%7.9x6.7x5.5x34.6x26.4xWorkday, Inc. 14,844 1,55533.7%30.7%71.9%8.5%38.3%11.8x9.5x7.3xn/mn/mServiceNow, Inc. 11,806 1,37036.3%30.2%75.0%17.9%43.9%10.7x8.6x6.6x48.0x30.7xPalo Alto Networks, Inc. 11,708 1,58325.5%31.5%77.4%21.6%43.7%9.3x7.4x5.6x34.2x23.2xSplunk, Inc. 7,311 89734.2%28.4%85.8%8.2%50.0%10.0x8.2x6.3xn/mn/mThe Ultimate Software Group, Inc. 6,078 77926.1%21.9%63.3%24.9%23.3%9.2x7.8x6.4x31.4x25.3xCornerstone OnDemand, Inc. 2,230 43227.3%24.0%72.2%7.7%20.0%6.1x5.2x4.2xn/m41.2xOverall Mean $2,13329.7%26.9%74.6%15.5%35.7%9.3x7.6x6.0x37.0x29.3xOverall Median 1,37027.3%28.4%75.0%17.9%38.3%9.3x7.8x6.3x34.4x26.4xNapa (Wall Street) $5,963 $96730.4%26.8%69.8%8.0%44.4%7.5x6.2x4.9xn/mn/mSource: Capital IQ, Napa and Selected Public SaaS Company FilingsNote: All years represent calendar years [ 2 ]1. EBITDA multiples above 50x are shown as “n/m”

Selected Precedent Transactions[Graphic Appears Here]Date Form ofLTMLTM to NTMImplied TEV toAnnounced Target AcquirorConsideration Revenue ¹Revenue Growth ² Implied TEVLTM RevenueNTM Revenue06/01/16 Demandware, Inc. salesforce.com, inc.Cash$25426.0%$2,78811.0x8.7x10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLCCash48614.0%4,4469.2x8.0x12/22/14 DataLogix Holdings, Inc. ³ Oracle CorporationCash10339.4%1,18911.6x8.3x09/18/14 Concur Technologies, Inc. SAP America, Inc.Cash66821.2%8,59212.9x10.6x06/13/14 OpenTable, Inc. The Priceline Group Inc.Cash19819.0%2,57013.0x10.9x12/20/13 Responsys, Inc. Oracle CorporationCash19417.5%1,4577.5x6.4x06/04/13 ExactTarget, Inc. salesforce.com, inc.Cash31723.9%2,5398.0x6.5x12/20/12 Eloqua, Inc. Oracle CorporationCash9019.4%8729.7x8.1x08/27/12 Kenexa Corp. IBMCash31825.0%1,2984.1x3.3x05/22/12 Ariba Inc. SAP America, Inc.Cash50213.3%4,4118.8x7.8x02/09/12 Taleo Corp. Oracle CorporationCash30918.3%1,9426.3x5.3x12/03/11 SuccessFactors, Inc. SAP America, Inc.Cash29237.9%3,57112.2x8.9x10/24/11 Rightnow Technologies, Inc. Oracle CorporationCash21614.1%1,6067.4x6.5xAverage 22.3%9.3x7.6xMedian 19.4%9.2x8.0xNapa $79329.7%$5,9637.5x5.8xSources: Capital IQ, Target and Acquiror Filings, Wall Street Research1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior to the transaction2. NTM revenue for precedent transactions represents forecasted revenue for the four fiscal quarters following the transaction3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ]4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research



3-Year Relative Share Price Trading[Graphic Appears Here]TRADING GAIN / LOSS Selected Public SaaSNapa NASDAQCompanies1-Month (9.0%) (3.4%)(4.4%)3-Month 7.0% (1.4%)2.0%6-Month (15.8%) (6.4%)(9.0%)1-Year (20.4%) (3.6%)(0.0%)2-Year (16.9%) 8.4%24.0%3-Year (21.7%) 39.2%81.5%[Graphic Appears Here]



STRICTLY CONFIDENTIALProject Napa[Graphic Appears Here]Update Materials for the Special Committee of the Board of DirectorsJuly 8, 2016

Update[Graphic Appears Here]Certain of Napa s operating statistics fall on the higher end of the range of those statistics for companies used in the Selected Public SaaS Companies and the Selected Precedent Transactions, and may justify utilizingmaterially higher multiples than the median multiples illustrated below Selected PublicSelected SaaSPrecedent OrlandoOrlandoNapa Illustrative Share PriceNapaNapaCompanies Transactions ¹ Current Proposal ResponseResponse Response (7/7/16)(6/1/16)(6/9/16)(6/11/16)(6/6/16)($ in millions, except per share data) $73.02$100.00$106.00$108.00$110.00$112.00$114.00$116.00$118.00$120.00$125.00MedianMedianPremiums Date Statistic% Current 7/7/16 $73.02—36.9%45.2%47.9%50.6%53.4%56.1%58.9%61.6%64.3%71.2%34.7%% 1-Month Prior Average 6/7/16 76.72(4.8%)30.3%38.2%40.8%43.4%46.0%48.6%51.2%53.8%56.4%62.9%45.4%% 1-Year Prior Average 7/7/15 79.84(8.5%)25.2%32.8%35.3%37.8%40.3%42.8%45.3%47.8%50.3%56.6%42.1%Discount to 52-Week High 7/24/15 102.46(28.7%)(2.4%)3.5%5.4%7.4%9.3%11.3%13.2%15.2%17.1%22.0%10.1%Premium to 52-Week Low 2/16/16 51.7541.1%93.2%104.8%108.7%112.6%116.4%120.3%124.2%128.0%131.9%141.5%105.5%Fully Diluted Shares Outstanding 83.62086.16685.88585.82385.76085.69685.63285.56788.17188.10488.014Implied Equity Value $6,106$8,617$9,104$9,269$9,434$9,598$9,762$9,926$10,404$10,573$11,002Plus: Debt ² $315$315$315$315$315$315$315$315$5$5$5Less: Cash ($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)($387)Implied Enterprise Value $6,034$8,544$9,032$9,197$9,361$9,526$9,690$9,854$10,022$10,190$10,620Financial Multiples: StatisticReported TEV / Revenue—LTM (3/31/16) $792.9 7.6x10.8x11.4x11.6x11.8x12.0x12.2x12.4x12.6x12.9x13.4x9.2xWall Street Consensus TEV / Revenue—CY2016E $966.66.2x8.8x9.3x9.5x9.7x9.9x10.0x10.2x10.4x10.5x11.0x8.1xTEV / Revenue—NTM (3/31/17) ³ 1,028.3 5.9x8.3x8.8x8.9x9.1x9.3x9.4x9.6x9.7x9.9x10.3x7.6x8.0xTEV / Revenue—CY2017E 1,226.34.9x7.0x7.4x7.5x7.6x7.8x7.9x8.0x8.2x8.3x8.7x6.3xSource: Capital IQ, Napa and Selected Public SaaS Companies’ Filings, Wall Street Research 1. Selected Precedent Transactions premiums represent premiums to 1-day prior, 1-month, 1-year average stock price, 1-year high, and 1-year low stock prices prior to deal announcement, respectively2. Assumes conversion of $310mm of convertible debt at prices above $116.10/share. Assumes additional make whole shares related to convertible debt at CIC [ 1 ]3. NTM represents fiscal quarter ending March 31 for Napa, and Wall Street projections for next four fiscal quarters ended for Selected Public SaaS Companies

Selected Public SaaS Companies[Graphic Appears Here]As of July 7, 2016 RevenueGrossEBITDALTEnterprise Value /Enterprise Value /Enterprise Revenue GrowthMargin Margin GrowthRevenueEBITDA ¹($ in millions) Value CY’16E’15A-‘16E ‘16E-‘17E CY’16ECY’16ERateLTMCY’16ECY’17ECY’16ECY’17ESelected Public SaaS Companies salesforce.com, inc. $55,869 $8,31424.7%21.7%76.9%20.1%30.6%7.9x6.7x5.5x33.4x25.1xWorkday, Inc. 14,822 1,55433.7%30.7%71.9%8.5%38.3%11.8x9.5x7.3xn/mn/mPalo Alto Networks, Inc. 11,545 1,58325.5%31.5%77.4%21.6%43.7%9.2x7.3x5.5x33.7x22.9xServiceNow, Inc. 11,542 1,37036.2%30.2%75.0%17.9%43.9%10.5x8.4x6.5x47.0x30.0xSplunk, Inc. 7,245 89734.2%28.4%85.8%8.4%50.0%9.9x8.1x6.3xn/mn/mThe Ultimate Software Group, Inc. 6,308 77926.1%21.9%63.3%24.9%23.3%9.6x8.1x6.6x32.5x26.2xCornerstone OnDemand, Inc. 2,247 43227.2%24.1%72.2%7.9%20.0%6.2x5.2x4.2xn/m40.2xOverall Mean $2,13329.7%26.9%74.6%15.6%35.7%9.3x7.6x6.0x36.6x28.9xOverall Median 1,37027.2%28.4%75.0%17.9%38.3%9.6x8.1x6.3x33.5x26.2xNapa (Wall Street) $6,034 $96730.4%26.9%69.8%8.0%44.4%7.6x6.2x4.9xn/mn/mSource: Capital IQ, Napa and Selected Public SaaS Company FilingsNote: All years represent calendar years [ 2 ]1. EBITDA multiples above 50x are shown as “n/m”

Selected Precedent Transactions[Graphic Appears Here]Date Form ofLTMLTM to NTMImplied TEV toAnnounced Target AcquirorConsideration Revenue ¹Revenue Growth ² Implied TEVLTM RevenueNTM Revenue06/01/16 Demandware, Inc. salesforce.com, inc.Cash$25426.0%$2,78811.0x8.7x10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLCCash48614.0%4,4469.2x8.0x12/22/14 DataLogix Holdings, Inc. ³ Oracle CorporationCash10339.4%1,18911.6x8.3x09/18/14 Concur Technologies, Inc. SAP America, Inc.Cash66821.2%8,59212.9x10.6x06/13/14 OpenTable, Inc. The Priceline Group Inc.Cash19819.0%2,57013.0x10.9x12/20/13 Responsys, Inc. Oracle CorporationCash19417.5%1,4577.5x6.4x06/04/13 ExactTarget, Inc. salesforce.com, inc.Cash31723.9%2,5398.0x6.5x12/20/12 Eloqua, Inc. Oracle CorporationCash9019.4%8729.7x8.1x08/27/12 Kenexa Corp. IBMCash31825.0%1,2984.1x3.3x05/22/12 Ariba Inc. SAP America, Inc.Cash50213.3%4,4118.8x7.8x02/09/12 Taleo Corp. Oracle CorporationCash30918.3%1,9426.3x5.3x12/03/11 SuccessFactors, Inc. SAP America, Inc.Cash29237.9%3,57112.2x8.9x10/24/11 Rightnow Technologies, Inc. Oracle CorporationCash21614.1%1,6067.4x6.5xAverage 22.3%9.3x7.6xMedian 19.4%9.2x8.0xNapa $79329.7%$6,0347.6x5.9xSources: Capital IQ, Target and Acquiror Filings, Wall Street Research1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior to the transaction2. NTM revenue for precedent transactions represents forecasted revenue for the four fiscal quarters following the transaction3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction [ 3 ]4. LTM revenue as of 3/31/16, NTM revenue as of 3/31/17 per Wall Street Research


Summary of Selected Wall Street Research on Napa ($ in millions except per share data) Revenue EstimateBroker DateRatingTargetQ2 2016E2016E2017ECowen 06/23/16 Underweight$70.00$230.5$964.9$1,212.7BMO Capital Markets 06/14/16 Neutral90.00231.9968.51,242.0William Blair 05/23/16 OverweightN/A230.1965.01,212.0Macquarie 05/20/16 Neutral76.00229.8966.21,228.3Morgan Stanley 05/19/16 Underweight60.00230.0970.01,220.0JMP Securities 05/18/16 Overweight100.00230.7970.01,268.1Mizuho Securities USA, Inc. 05/18/16 Neutral70.00230.6959.81,195.2Pacific Coast Securities—KBCM 05/18/16 NeutralN/A230.0965.11,223.5Deutsche Bank 05/18/16 Overweight95.00230.4974.41,248.5RBC 05/17/16Overweight93.00230.0968.31,235.8MKM Partners 05/05/16 Overweight92.00231.0966.21,217.7FBN Securities 05/02/16 Overweight100.00231.0965.11,231.1Societe Generale Cross Asset Research 05/02/16 Underweight76.00N/A967.21,222.3Raymond James 04/29/16 UnderweightN/A230.7971.51,239.0SunTrust Robinson Humphrey 04/29/16 Overweight93.00230.3965.31,242.0BTIG 04/29/16NeutralN/A230.0964.61,220.0Piper Jaffray 04/29/16 Neutral81.00229.9965.11,223.9MUFG Securities Americas Inc. 04/29/16 Overweight87.00229.5969.91,246.3Barclays 04/29/16 Neutral74.00231.0965.91,209.2JP Morgan 04/29/16 Overweight94.00230.2957.51,170.8Credit Suisse 04/29/16 Overweight90.00230.8972.71,281.4Canaccord Genuity 04/28/16 Overweight100.00231.0970.01,227.5Benchmark Company 02/01/16 Neutral65.00230.0963.21,221.0High Target $100.00$231.9$974.4$1,281.4Median Target 90.00230.4966.21,223.9Average Target 84.53230.4966.81,227.8Low Target 60.00229.5957.51,170.8Current Share Price (As of 07/07/16) $73.02Napa Q2’16 Preliminary Results (As of 07/06/16) N/A~$231.0~$965.0 ąN/ASources: Capital IQ, ThomsonOne and available Wall Street Research [ 5 ]Note: “N/A” denotes information not available to Moelis1. Napa did not provide additional guidance but noted that it expected to fall near the middle of its previously stated 2016 revenue guidance of $955mm – $975mm


3-Year Relative Share Price Trading[Graphic Appears Here]TRADING GAIN / LOSS Selected Public SaaSNapa NASDAQCompanies1-Month (13.9%) (2.1%)(6.5%)3-Month 3.8% 0.2%0.2%6-Month (8.3%) 3.6%(0.9%)1-Year (18.4%) (2.8%)(0.6%)2-Year (15.1%) 9.2%27.2%3-Year (22.7%) 39.4%77.6%[Graphic Appears Here]



STRICTLY CONFIDENTIALProject NapaPresentation to the Special Committee of the Board of DirectorsJuly 25, 2016

Table of ContentsI. Overview 3 II. Napa Public Market Perspectives 9 III. Napa Financial Analysis 16AppendixA. Additional Valuation Detail 31 B. Napa Overview 39[ 1 ]

DisclaimerThis presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board of Directors of Orlando Corporation (“Orlando” or the “Company”) in consideringthe transaction described herein based on information provided by the Company and upon information from Napa Inc., and from third party sources. Moelis has not assumed any responsibility for independently verifyingthe accuracy of such information, and disclaims any liability with respect to the information herein. In this presentation, Moelis, at the direction of the Special Committee of the Board of Directors of Orlando, has usedcertain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which were provided to Moelis by the Company and/or such other partiesand which Moelis has assumed, at the direction of the Special Committee of the Board of Directors of Orlando, were prepared based on the best available estimates and judgments of the management of the Companyand/or such other parties as to the future performance of the Company and/or such other parties. This presentation is provided as of the date hereof and Moelis assumes no obligation to update it or correct anyinformation herein.This presentation is solely for informational purposes. This presentation is not intended to provide the sole basis for any decision on any transaction and is not a recommendation with respect to any transaction. Therecipient should make its own independent business decision based on all other information, advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an offer to buy anybusiness, security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting, actuarial or legaladvice. Absent Moelis’ prior written consent, this material, whether in whole or in part, may not be copied, photocopied, or duplicated in any form by any means, or redistributed.Moelis and its related investment banking entities provide mergers and acquisitions, recapitalization, restructuring, corporate finance and other financial advisory services to clients and affiliates of Moelis provideinvestment management services to clients. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this material. The proprietary interests of Moelis or itsaffiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives ofsuch securities), or serve as a director of companies referred to in this presentation. Moelis and its affiliates may have advised, may seek to advise and may in the future advise or invest in companies referred to in thispresentation.This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.[ 2 ]

I. Overview

BackgroundMoelis has held discussions with the Special Committee (the “Special Committee” or the “Committee”) of the Board of Directors of Orlando, Orlando’s management, Napa’s management and its advisors, and has alsoreviewed a number of public and private information sources in forming its perspectivesMoelis has been retained by the Special Committee to act as financial advisor to the Committee in connection with the Committee’s consideration of a potential transaction involving Napa and alternatives thereto,following an initial meeting with the Committee on April 19, 2016Orlando’s Committee was assembled in part because of common ownership between Napa and Orlando, with E and family owning ~46% of Napa and ~27% of Orlando common shares outstandingOn May 20, 2016, the Committee held a meeting with Orlando management, Moelis, and Skadden to discuss the merits of a potential transaction with Napa, with Moelis and Orlando management discussing theirpreliminary perspectives based on due diligence that included: On May 5, 2016, Moelis, Orlando, Skadden, and a representative from the Committee attended a management presentation with members of Napamanagement and Napa’s advisors to discuss a number of topics, including an overview of Napa’s business, a review of Napa’s go-to-market approach, and a review of Napa’s financialsOn May 11, 2016, Moelis and Orlando held a telephonic discussion with Napa’s CFO to review a number of topics around Napa’s financials and related business considerations At the May 20, 2016 meeting, theCommittee determined it was appropriate to explore a potential transaction with Napa. Following the Committee’s approval, Moelis and Orlando held a telephonic discussion on May 23, 2016 to review Orlando’spreliminary financial model for Napa and assumptions underlying the projections.On May 27, 2016, the Committee held a meeting with Orlando, Moelis, and Skadden to discuss Moelis’ and Orlando’s further findings and preliminary financial analysis. At this meeting, the Committee authorizedMoelis to communicate a proposal to Napa’s advisors that Orlando would be prepared to enter into a transaction at $100 / share for Napa.On June 1, 2016, at the direction of the Committee, Moelis communicated Orlando’s initial offer of $100 / share for Napa to Napa’s financial advisors, with additional price negotiations between Orlando, Napa, and itsadvisors continuing through July 15, 2016 and multiple additional Committee meetings during this periodDuring this period, on July 6, 2016, Moelis and Orlando held a telephonic discussion with Napa’s CFO to review Napa’s Q2 preliminary financial results and related business considerations, with follow-up financialinformation provided by Napa to Orlando through its advisors on July 10 and July 11, 2016[4]

Background (cont’d)On July 13, 2016, following a Committee meeting, the Committee authorized Moelis to offer to enter into a transaction at $109 / share, which Moelis communicated to Napa’s financial advisors and Napa acceptedthrough its advisorsBeginning on July 15, 2016, Orlando and Napa entered into an exclusivity agreement at a potential transaction price of $109 / share, commencing a two-week diligence period during which multiple telephonic and in-person diligence sessions occurred between Orlando, Napa, and their respective advisors to cover business areas that included: Inbound Licensing Finance & Accounting Business Outlook Tax Products & TechnologyHuman Resources Pricing Sales & MarketingIn addition to due diligence sessions and conference calls with Orlando, Skadden, the Committee, and Napa and its advisors, Moelis reviewed:Orlando management’s financial projections for Napa under Orlando ownership, demonstrating the incremental impact of Napa to Orlando’s revenue and cash flows and including the impact of synergies and otherbenefits that are available only to Orlando pro forma for the acquisition Publicly available business and financial information relating to Orlando and Napa Information relating to the business, earnings, cash flow,balance sheet and prospects of Napa, including financial forecasts prepared by Napa Assumptions that were provided to Moelis by Orlando around Napa’s financial forecasts, relating to certain projection set components(e.g., working capital, capital expenditures, and depreciation and amortization assumptions) not received as part ofNapa’s standalone forecastDuring the course of its engagement, Moelis held several conference calls with members of Orlando and the Committee to discuss due diligence findings and the potential acquisition:April 19, 2016 May 27, 2016June 14, 2016July 8, 2016July 13, 2016 May 20, 2016June 8, 2016 June 30, 2016 July 12, 2016Throughout the course of the engagement, Moelis operated as instructed by the Special Committee, and is not aware of any communications between Orlando management, the Committee, and E regarding a potentialNapa transaction[5]

Summary of Key Napa Process Events$87.50 June 6, 2016: Qatalyst June 9, 2016: Moeliscommunicates Napa’s communicates Orlando’s7counter at $125/share 6 proposal of $106/share 16$85.00 to Moelis to Qatalyst8$82.50 July 12, 2016: Moeliscommunicates Orlando’s4 5 offer of $106/share to 18$80.00 9 11 Qatalyst; Qatalyst3 17Price 2 communicates Napa’s$77.50 counter at $111/share tokc Moeliso 10St $75.00Napa 13 14 15June 1, 2016: Moelis June 11, 2016: Qatalyst$72.50 communicates Orlando’s communicates Napa’s1 July 13, 2016: Moelisinitial proposal of counter at $120/share communicates Orlando’s$70.00 $100/share to Qatalyst to Moelis offer of $109/share to12 Qatalyst, and Qatalyst$67.50 communicates Napa’sacceptance to MoelisOrlando Offer Napa Offer Special Committee Meeting Other Key Events$65.001 April 19, 2016: Special Committee Meeting; Moelis 7 June 8, 2016: Special Committee Meeting; Committee June 30, 2016: Special Committee Meeting; Committeemeets with the Committee to evaluate the merits of a approves submission of proposal of $106 / share to approves reviewing Napa’s preliminary Q2 financialspotential transaction with Napa, and if determined Napa’s advisorsappropriate, assist in a potential transaction 14 July 6, 2016: Napa provides preliminary Q2 financials8 June 9, 2016: Moelis communicates Orlando’s2 May 13, 2016: Special Committee Meeting 1 proposal of $106/share to Qatalyst 15 July 8, 2016: Special Committee Meeting9 June 11, 2016: Qatalyst communicates Napa’s counter3 May 20, 2016: Special Committee Meeting; at $120/share to Moelis 16 July 12, 2016: Napa stock price increases ~11% on rumors of anCommittee determines it is appropriate to explore a Orlando acquisition; Special Committee Meeting; Committeepotential transaction with Napa 10 June 14, 2016: Special Committee Meeting; Committee approves submission of proposal of $106 / share to Napa’s4 May 27, 2016: Special Committee Meeting; determines not to submit a counterproposal and to advisors; Moelis communicates Orlando’s offer of $106/shareCommittee approves submission of initial proposal cease price negotiations to Qatalyst; Qatalyst communicates Napa’s counter at$111/share to Moelisof $100 / share to Napa’s advisors 11 June 23, 2016: “Brexit” occurs after market close5 June 1, 2016: Moelis communicates Orlando’s initial 17 July 13, 2016: Special Committee Meeting; Committee approvesproposal of $100/share to Qatalyst 12 June 28, 2016: Qatalyst contacts Moelis to submission of proposal of $109 / share to Napa’s advisors;communicate Napa’s interest in re-engaging in Moelis communicates offer to Qatalyst and Napa accepts6 June 6, 2016: Qatalyst communicates Napa’s counter discussions at improved terms; re-open price through its advisorsat $125/share to Moelis negotiation 18 July 15, 2016: Orlando and Napa sign 2-week exclusivitySource: Orlando Management, Capital IQ agreement, with targeted transaction announcement of 7/28/16Note: Data as of 7/22/161. Moelis did not attend the May 13, 2016 Special Committee meeting[ 6 ]

Orlando Offer SummaryORLANDO OFFER IMPLIED VALUATION IMPLIED TRANSACTION MULTIPLES($ in millions, except per share amounts)TEVOffer Price $109.00Reported Statistic MultipleBasic Shares Outstanding ¹ 80.922 Revenue—LTM (6/30/16) ? 846.4 11.1xDilutive Securities and Make-Whole Shares ² 5.944Fully Diluted Shares Outstanding 86.866 TEVImplied Equity Value $9,468.4 Wall Street Consensus Statistic MultipleRevenue—CY2016E $966.1 9.7xPlus: Debt (as of 06/30/16) ³ $295.5 Revenue—NTM (6/30/17) 1,090.5 8.6xLess: Cash (as of 06/30/16)(410.7) Revenue—CY2017E 1,222.8 7.6xTotal Enterprise Value $9,353.2EBITDA—CY2016E $81.7 NMEBITDA—CY2017E 109.8 NMPer Share Price Premium Price PremiumTEV% Unaffected (as of 07/11/16) $75.85 43.7% Napa Management ? Statistic Multiple% Current (as of 07/22/16) 84.72 28.7%Revenue—CY2016E $960.2 9.7x% 1-Month Prior Avg. (beginning 06/22/16) 76.13 43.2%Revenue—NTM (6/30/17) 1,084.1 8.6x% 1-Year Prior Avg. (beginning 07/22/15) 79.30 37.5%Revenue—CY2017E 1,218.3 7.7xPremium to 52-Week High (as of 07/24/15) 102.46 6.4%Premium to 52-Week Low (as of 02/16/16) 51.75 110.6% EBITDA—CY2016E NA NAEBITDA—CY2017E NA NAEBITDA—CY2017E NASource: Capital IQ as of 7/22/16, Napa Filings, Napa Management1. As of 6/30/16 per capitalization table provided by Napa management and approved for Moelis’ use by Orlando2. Calculated based on securities outstanding as of 6/30/16 per capitalization table provided by Napa management and approved for Moelis’ use by Orlando; uses treasury stock method and includes the effect ofadditional make-whole shares related to convertible debt at change in control per Orlando, with 7/22/16 make-whole date assumed to reflect conservatism. The fully diluted share count on this page is referred to as the“Approved Napa Share Count” in this presentation.3. Includes notes payable and the value of convertible debt at offer price of $109 / share; excludes the effect of additional make-whole shares related to convertible debt at change in control per Orlando4. Unaffected date as of 7/11/16; one day prior to rumors of an Orlando acquisition5. All numbers reflects Wall Street Consensus as of 7/22/16 per ThomsonOne and may contain individual estimates not available to Moelis6. Based on preliminary results and projections provided by Napa management[7]

Orlando Offer Summary (cont’d)PRICEFINANCINGVOTING AGREEMENTTERMINATION FEESEXPENSE REIMBURSEMENTUNAFFILIATED TENDER CONDITIONREPRESENTATIONS AND WARRANTIESOTHERPer Share Price: $109.00Implied Market Cap 1, 2: $9,468 million Implied TEV 1: $9,353 million LTM 06/30/16 Revenue Multiple: 11.1xPremium to unaffected stock price on 7/11/16: 43.7% Premium to current stock price on 7/22/16: 28.7%No financing conditionCash on hand used to fund the transaction[To be determined][2.25%—4.00%] of the aggregate equity value paid by Company to the Purchaser within two business days of the terminationOut-of-pocket fees and expenses incurred are [not] reimbursed; if reimbursed, the expense amount is [up to 1% of the aggregate equity value, creditable against the termination fee]Requires the tender of a majority of the company’s shares outstanding prior to the acceptance time, excluding shares owned by E Parties, Orlando or Officers and Directors of NapaRepresentations and Warranties shall not survive the effective time of the mergerNo Solicitation: Company will not directly or indirectly solicit, initiate or knowingly take action to facilitate or encourage the submission of any offer or proposal Unsolicited Proposal: Notification and information rightsaround the timing and status of a competing proposal Matching right: 5 days and 3 days upon further revisionsSource: Based on draft merger agreements dated 7/20/16 and 7/23/16, Napa filings, and 6/30/16 capitalization table provided by Napa management and approved for Moelis’ use by Orlando1. Assumes transaction date of 7/22/162. Using Approved Napa Share Count, with market cap calculated based on securities outstanding as of 6/30/16 per capitalization table provided by Napa management and approved for Moelis’ use by Orlando[8]

II. Napa Public Market Perspectives

Napa Annotated 3-Year Share Price Performance$120 3 5.027$1108$100 10 4.0$90 5 6 151 4 139$80 )e m3.0Pric $70 14(mk TRADING STATISTICS umeStoc 11 l$60 Napa VoNapa Current $ 84.72 12 2.0 pa$50 10-Day Average $ 81.14 Na30-Day Average 76.13$4090-Day Average 78.21$30 1-Year Average 79.30 1.02-Year Average 87.44$20 52-Week High (07/24/15) 102.46All-Time High (02/27/14) 119.63$10 0.07/22/13 10/22/13 1/22/14 4/22/14 7/22/14 10/22/14 1/22/15 4/22/15 7/22/15 10/22/15 1/22/16 4/22/16 7/22/16Volume Stock Price1 July 25, 2013: Announces Second Quarter 2013 Financial 6 October 23, 2014: Announces Third Quarter 2014 11 January 28, 2016: Announces Fourth Quarter and FiscalResults (beat analyst revenue expectations) Financial Results (beat analyst revenue expectations) 2015 Financial Results (beat analyst revenueexpectations)2 October 24, 2013: Announces Third Quarter 2013 7 January 29, 2015: Announces Fourth Quarter and Fiscal 12 February 5, 2016: Cloud-Based Shares Drop FollowingFinancial Results (beat analyst revenue expectations) 2014 Financial Results (beat analyst revenue Tableau’s Forecasted Industry Softnessexpectations)3 January 30, 2014: Announces Fourth Quarter and Fiscal 8 April 23, 2015: Announces First Quarter 2015 Financial 13 April 28, 2016: Announces First Quarter 2016 Financial2013 Financial Results (beat analyst revenue Results (beat analyst revenue expectations); Signs Results (beat analyst revenue expectations)expectations) Definitive Agreement to Acquire Bronto Software4 April 28, 2014: Announces First Quarter 2014 Financial 9 July 23, 2015: Announces Second Quarter 2015 Financial 14 June 23, 2016: “Brexit” Occurs After 6/23/16 MarketResults (beat analyst revenue expectations) Results (beat analyst revenue expectations); Appoints Jim CloseMcGeever as President5 July 24, 2014: Announces Second Quarter 2014 Financial 10 October 22, 2015: Announces Third Quarter 2015 15 July 12, 2016: Increases 11% on Rumors of an OrlandoResults (beat analyst revenue expectations) Financial Results (missed analyst revenue expectations) AcquisitionSource: Napa Website, Napa Management, Capital IQNote: All information on Napa based on publicly available information and Napa management guidance; data as of 7/22/16[ 10 ]

Napa’s Quarterly Revenue History vs. Wall Street ConsensusFY2013 FY2014 FY2015 FY2016($ in millions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2Reported:Revenue—Actual $91.6 $101.0 $106.9 $115.0 $123.0 $131.8 $143.7 $157.9 $164.8 $177.3 $192.8 $206.2 $216.6 $230.8% YoY Growth 32.2% 35.2% 33.9% 35.3% 34.2% 30.5% 34.4% 37.3% 34.0% 34.5% 34.2% 30.6% 31.4% 30.2%Wall Street: ¹Revenue—Consensus Mean $91.0 $100.6 $105.7 $111.4 $120.9 $131.7 $141.0 $155.3 $161.5 $172.0 $193.5 $204.4 $213.4 $230.5% YoY Growth 31.3% 34.6% 32.5% 31.1% 32.0% 30.4% 32.0% 35.1% 31.3% 30.5% 34.7% 29.5% 29.5% 30.0%Difference:Revenue Over / (Under) Consensus—$ $0.6 $0.4 $1.2 $3.6 $2.0 $0.1 $2.6 $2.5 $3.3 $5.3($0.7) $1.8 $3.2 $0.3Revenue YoY Growth Over / (Under) Consensus—0.9% 0.6% 1.5% 4.2% 2.2% 0.1% 2.5% 2.2% 2.7% 4.0%(0.5%) 1.2% 1.9% 0.2%Sources: Capital IQ, Napa Filings, Wall Street ResearchNote: Wall Street year-over-year growth based on Wall Street consensus mean compared to Napa’s actual revenue results in the applicable prior year-over-year period1. Represents average of Wall Street estimates as compiled by Capital IQ on the most recent date prior to Napa’s applicable earnings announcement; FY2016 Q2 consensus mean as of 7/22/16[11]

3-Year Relative Share Price TradingTRADING GAIN / LOSSSelectedPublic SaaSNapa NASDAQ Companies1-Month 9.5% 5.0% 2.9%3-Month 9.5% 3.4% 4.1%6-Month 18.2% 10.5% 9.3%1-Year(8.2%)(1.9%)(1.6%)2-Year 3.3% 13.9% 42.0%3-Year(8.7%) 40.9% 75.2%220%190%160%130%100%70%40%7/22/13 1/20/14 7/22/14 1/21/15 7/22/15 1/21/16 7/22/16Napa NASDAQ Composite Index Selected Public SaaS Companies ¹Source: Capital IQNote: All information on Napa based solely on publicly available information; data as of 7/22/161. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks, salesforce.com, ServiceNow, Splunk, Ultimate Software, and Workday[ 12 ]

3-Year Relative EV / Forward Revenue Multiple TradingSUMMARY AVERAGE STATISTICSSelectedPublic SaaSNapa Companies1-Month Avg. 5.9x 6.7x3-Month Avg. 6.0x 6.9x6-Month Avg. 5.7x 6.7x1-Year Avg. 6.7x 7.4x2-Year Avg. 8.5x 8.2x3-Year Avg. 10.2x 8.9x18.0x15.0x12.0x9.0x6.0x3.0x7/22/13 1/20/14 7/22/14 1/21/15 7/22/15 1/21/16 7/22/16Napa Selected Public SaaS Companies ¹Source: Capital IQNote: All information on Napa based solely on publicly available information; data as of 7/22/161. Weighted by market capitalization; selected companies consist of Cornerstone OnDemand, Palo Alto Networks, salesforce.com, ServiceNow, Splunk, Ultimate Software, and Workday[13]

Napa Historical Wall Street Analyst RecommendationsFY 2013 FY 2014 FY 2015 FY 20162 34 51 1 2 41 51 1 1 1$115.42 14 141114 $102.89 12 12 13 1115 11 11 $110.20 $109.65 914 $107.9415 $103.56 $102.96 $103.49$95.96$89.53 $88.15$86.57$78.9713 13 13 12 12$67.46 10 11 11 11 11 119 87Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2# of Buy # of Neutral # of Underweight Target PriceTarget Price $67.46 $78.97 $89.53 $102.89 $115.42 $103.56 $95.96 $102.96 $110.20 $109.65 $107.94 $103.49 $86.57 $88.15 1# of Analysts 23 25 25 23 23 23 24 26 29 30 27 28 28 26 1Source: Capital IQ, Wall Street ResearchNote: Reflects all available analyst recommendations with an opinion1. FY2016 Q2 target price and number of analysts reflect available Napa Wall Street research to Moelis, incorporating all opinions from 4/28/16 (Napa’s FY2016 Q1 earnings date)[14]

Summary of Selected Wall Street Research on NapaAs the below pricing methodologies demonstrate, Napa is commonly valued on a revenue multiple basis byWall Street research analysts($ in millions except per share data)Revenue EstimateBroker Date Rating Target Pricing Valuation Methodology 2016E 2017ERBC 07/13/16 Buy $90.00 6.0x EV / CY 2017 Revenue $ 962.5 $1,195.6Goldman Sachs 06/29/16 Underweight N/A N/A N/A N/ACowen 06/23/16 Underweight 70.00 4.6x EV / CY 2017 Revenue and 47x EV / FCF 964.9 1,212.7BMO Capital Markets 06/14/16 Neutral 90.00 DCF 968.5 1,240.3William Blair 05/23/16 Buy N/A N/A 965.0 1,212.0Macquarie 05/20/16 Neutral 76.00 DCF 966.2 1,228.3D.A. Davidson 05/20/16 Buy 130.00 N/A N/A N/AMorgan Stanley 05/19/16 Underweight 60.00 DCF 970.0 1,220.0JMP Securities 05/18/16 Buy 100.00 6.3x EV / CY 2017 Revenue 970.0 1,268.1Mizuho Securities USA, Inc. 05/18/16 Neutral 70.00 N/A 959.8 1,195.2Pacific Coast Securities—KBCM 05/18/16 Neutral N/A N/A 965.1 1,223.5Deutsche Bank 05/18/16 Buy 95.00 6.0x EV / CY 2017 Revenue 974.4 1,248.5MKM Partners 05/05/16 Buy 92.00 7x EV / Projected 4-quarter Billings 966.2 1,217.7FBN Securities 05/02/16 Buy 100.00 DCF 965.1 1,231.1Societe Generale Cross Asset Research 05/02/16 Underweight 76.00 5.5x EV / CY 2017 Revenue 967.2 1,222.3Raymond James 04/29/16 Underweight N/A N/A 971.5 1,239.0SunTrust Robinson Humphrey 04/29/16 Buy 93.00 Avg. of DCF and 7.0x EV / CY 2016 Revenue 965.3 1,242.0BTIG 04/29/16 Neutral N/A DCF 964.6 1,220.0Piper Jaffray 04/29/16 Neutral 81.00 5.2x EV / CY 2017 Revenue 965.1 1,223.9MUFG Securities Americas Inc. 04/29/16 Buy 87.00 N/A 969.9 1,246.3Barclays 04/29/16 Neutral 74.00 5.0x EV / CY 2017 Revenue 965.9 1,209.2JP Morgan 04/29/16 Buy 94.00 6.5x EV / CY 2017 Revenue 957.5 1,170.8Credit Suisse 04/29/16 Buy 90.00 5.6x EV / CY 2017 Revenue 972.7 1,281.4Nomura 04/29/16 Neutral 95.00 N/A N/A N/ACanaccord Genuity 04/28/16 Buy 100.00 6.6x EV / CY 2017 Revenue 970.0 1,227.5Stifel 04/28/16 Neutral N/A N/A 963.6 1,232.9High Target $130.00 $ 974.4 $1,281.4Median Target 90.00 965.9 1,223.9Average Target 88.15 966.6 1,226.4Low Target 60.00 957.5 1,170.8Current Share Price (As of 07/22/16) $84.72Sources: Capital IQ, ThomsonOne, Wall Street ResearchNote: Reflects all Wall Street research available to Moelis from Napa’s FY2016 Q1 earnings release date of 4/28/16; “N/A” denotes information not available to Moelis[15]

III. Napa Financial Analysis

Review of Financial ProjectionsMoelis reviewed projection sets and adjustments thereto provided by Orlando, Napa and publicly available Wall Street estimates in connection with its financial analysis:Orlando Case: 5-year projections / 3 cases (Conservative, Base, Upside)Orlando created its projections on an incremental basis, demonstrating the illustrative value of Napa to Orlando’s revenue and cash flows and including the impact of synergies and other benefits that are available only toOrlando pro forma for the acquisition. During diligence Orlando’s model was revised to incorporate its findings, please see page 29 for description of changes.Orlando did not prepare projections for Napa on a standalone basis separating out synergies, that is consistent with Orlando’s practice in other acquisitionsNapa Case: 5-year projections on a standalone basisWall Street estimates of Napa on a standalone basisFor purposes of its discounted cash flow analyses, Moelis used the most recent projection set available from Orlando, approved forMoelis’ use by the Special CommitteeFor comparative purposes, the Orlando projection set was set forth alongside Wall Street consensus estimates, which were calendarized to a May 31 fiscal-year end to align with Orlando’s fiscal calendarFor purposes of the Selected Public SaaS Companies and Selected Precedent Transactions analyses, Moelis used the most recent financial projections available from Napa management and the most recent preliminary6/30/16 results from Napa management, in each case approved for Moelis’ use by the Special Committee[17]

Napa Projections – Summary ComparisonREVENUE COMPARISON($ in millions)H2 2017E 2018E 2019E 2020E 2021ENapa Standalone Mgmt. ¹ Orlando PF Incremental Conservative Orlando PF Incremental BaseOrlando PF Incremental Upside Wall Street Standalone Consensus Mean ¹Napa Standalone Mgmt. ¹ $534 $1,349 $1,698 $2,136 $2,674Orlando PF Incremental Conservative 524 1,284 1,557 1,864 2,208Orlando PF Incremental Base 525 1,341 1,687 2,081 2,527Orlando PF Incremental Upside 524 1,384 1,805 2,300 2,853Wall Street Standalone Consensus Mean ¹ 537 1,340 1,624 1,920 2,235# of Wall Street Observations 27 6 1 1 1NON-GAAP EBIT COMPARISON($ in millions)H2 2017E 2018E 2019E 2020E 2021ENapa Standalone Mgmt. ¹ Orlando PF Incremental Conservative Orlando PF Incremental BaseOrlando PF Incremental Upside Wall Street Standalone Consensus Mean ¹Napa Standalone Mgmt. ¹ $26 $82 $142 $227 $339Orlando PF Incremental Conservative 116 352 544 750 986Orlando PF Incremental Base 112 374 603 861 1,165Orlando PF Incremental Upside 110 389 655 967 1,327Wall Street Standalone Consensus Mean ¹ 12 60 146 244 355# of Wall Street Observations 26 7 1 1 1Source: Capital IQ, ThomsonOne, Orlando Management, Napa Management1. Calendarized to a May 31 fiscal-year end to align with Orlando’s fiscal calendar; consensus per ThomsonOne and Capital IQ and may contain individual estimates not available to Moelis[ 18 ]

Napa Projections – Summary ComparisonWALL ORLANDO MGMT. (7/24/16) NAPAFY’18—FY’21 ASSUMPTIONS STREET ¹ CONSERVATIVE BASE UPSIDE MGMT. ¹Revenue Growth 25%—16% 23%—18% 28%—21% 32%—24% 26%—25%FY 2021 Revenue Scale ($ in millions) $2,235 $2,208 $2,527 $2,853 $2,674Gross Margin 70% (FY’18) 72%—77% 72%—77% 73%—77% 69%—73%EBIT Margin 4%—16% 27%—45% 28%—46% 28%—47% 6%—13%Subscription & Support Growth 2 N/A 23%—19% 29%—23% 33%—25% N/AProfessional Services & Other Growth 2 N/A 20%—14% 24%—16% 28%—18% N/ASubscription & Support Margin 2 N/A Consistent across scenarios; 87%—90% N/AProfessional Services & Other Margin 2 N/A 10%—15% 12%—15% 13%—15% N/A$120mm—$125mm—$130mm -Research & Development Spend 2 N/A N/A$200mm $200mm $220mmSales & Marketing Margin 2 N/A Consistent across scenarios; 32.5%—22.5% N/AGeneral & Administrative Margin 2 N/A Consistent across scenarios; 2.5%—0.7% N/ASource: Capital IQ, Thomson One, Napa Management, Orlando Management1. Calendarized to a May 31 fiscal-year end to align with Orlando’s fiscal calendar; Wall Street consensus per ThomsonOne and Capital IQ and may contain individual estimates not available to Moelis2. Orlando provided these assumptions as part of its incremental model; Wall Street consensus for these items does not exist for the period, and Napa management did not provide these items as part of its standaloneprojections[19]

Napa Historical and Projected Financial Summary(Orlando Management Incremental Conservative Case)Napa Standalone FYE December Napa As Part of Orlando FYE MayFY13A FY14A FY15A LTM H2’17E FY18E FY19E FY20E FY21E($ in millions, unless indicated) Year Year Year Jun-16 Year ¹ Year Year Year YearSubscription and support $333.6 $447.8 $593.1 $672.7 $418.0 $1,029.8 $1,262.3 $1,524.8 $1,821.1YoY Growth 31.9% 34.2% 32.5% 30.3% 24.3% 23.2% 22.6% 20.8% 19.4%Professional services and other 81.0 108.5 148.1 173.7 106.0 254.4 295.2 339.4 386.9YoY Growth 44.8% 34.0% 36.5% 36.5% 22.1% 20.0% 16.0% 15.0% 14.0%Total Revenue $414.5 $556.3 $741.1 $846.4 $524.0 $1,284.2 $1,557.5 $1,864.2 $2,208.0YoY Growth 34.2% 34.2% 33.2% 31.5% 23.8% 22.5% 21.3% 19.7% 18.4%Cost of Subscription and support 49.1 63.7 84.8 100.6 58.5 133.9 151.5 167.7 182.1Cost of Professional services and other 71.1 94.5 135.7 160.0 97.0 229.0 261.3 295.3 328.9Total Cost of Revenue 120.2 158.1 220.6 260.6 155.5 362.8 412.7 463.0 511.0Subscription and support Gross Profit 284.4 384.1 508.3 572.1 359.5 895.9 1,110.8 1,357.1 1,639.0Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 86.0% 87.0% 88.0% 89.0% 90.0%Professional services and other Gross Profi 9.9 14.0 12.3 13.7 9.0 25.4 33.9 44.1 58.0Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 8.5% 10.0% 11.5% 13.0% 15.0%Gross Profit $294.3 $398.1 $520.6 $585.8 $368.5 $921.4 $1,144.8 $1,401.2 $1,697.0Total Gross Margin 71.0% 71.6% 70.2% 69.2% 70.3% 71.7% 73.5% 75.2% 76.9%R&D ² $55.2 $78.0 $102.3 $114.5 $50.0 $120.0 $145.0 $170.0 $200.0% of Revenue 13.3% 14.0% 13.8% 13.5% 9.5% 9.3% 9.3% 9.1% 9.1%S&M 183.3 252.1 343.0 385.9 189.6 417.4 440.0 466.1 496.8% of Revenue 44.2% 45.3% 46.3% 45.6% 36.2% 32.5% 28.3% 25.0% 22.5%G&A 32.6 39.2 53.1 57.7 13.1 32.1 15.6 14.9 14.4% of Revenue 7.9% 7.0% 7.2% 6.8% 2.5% 2.5% 1.0% 0.8% 0.7%Total Operating Expenses $271.1 $369.2 $498.4 $558.2 $252.7 $569.5 $600.6 $651.0 $711.2% of Revenue 65.4% 66.4% 67.2% 66.0% 48.2% 44.3% 38.6% 34.9% 32.2%EBIT $23.2 $28.9 $22.2 $27.6 $115.8 $351.9 $544.2 $750.2 $985.8EBIT Margin 5.6% 5.2% 3.0% 3.3% 22.1% 27.4% 34.9% 40.2% 44.6%Source: Wall Street Research, Orlando ManagementNote: Historical and LTM financial information represents data as provided by Orlando, which may differ from Napa’s presentation of historical results1. Represents Orlando’s projections for Napa during the second half of Orlando’s fiscal year, including synergies2. Adjusted for capitalization of certain development costs incurred in connection with its internal use software and website, per Orlando[20]

Napa Historical and Projected Financial Summary(Orlando Management Incremental Base Case)Napa Standalone FYE December Napa As Part of Orlando FYE MayFY13A FY14A FY15A LTM H2’17E FY18E FY19E FY20E FY21E($ in millions, unless indicated) Year Year Year Jun-16 Year ¹ Year Year Year YearSubscription and support $333.6 $447.8 $593.1 $672.7 $418.5 $1,078.6 $1,371.1 $1,708.6 $2,094.8YoY Growth 31.9% 34.2% 32.5% 30.3% 24.4% 28.9% 27.1% 24.6% 22.6%Professional services and other 81.0 108.5 148.1 173.7 106.0 262.9 315.5 372.3 431.9YoY Growth 44.8% 34.0% 36.5% 36.5% 22.1% 24.0% 20.0% 18.0% 16.0%Total Revenue $414.5 $556.3 $741.1 $846.4 $524.5 $1,341.5 $1,686.6 $2,080.9 $2,526.7YoY Growth 34.2% 34.2% 33.2% 31.5% 23.9% 27.9% 25.7% 23.4% 21.4%Cost of Subscription and support 49.1 63.7 84.8 100.6 58.6 140.2 164.5 187.9 209.5Cost of Professional services and other 71.1 94.5 135.7 160.0 95.4 232.7 276.1 320.2 367.1Total Cost of Revenue 120.2 158.1 220.6 260.6 154.0 372.9 440.6 508.2 576.6Subscription and support Gross Profit 284.4 384.1 508.3 572.1 359.9 938.4 1,206.6 1,520.7 1,885.3Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 86.0% 87.0% 88.0% 89.0% 90.0%Professional services and other Gross Profi 9.9 14.0 12.3 13.7 10.6 30.2 39.4 52.1 64.8Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 10.0% 11.5% 12.5% 14.0% 15.0%Gross Profit $294.3 $398.1 $520.6 $585.8 $370.5 $968.6 $1,246.0 $1,572.7 $1,950.1Total Gross Margin 71.0% 71.6% 70.2% 69.2% 70.6% 72.2% 73.9% 75.6% 77.2%R&D ² $55.2 $78.0 $102.3 $114.5 $50.0 $125.0 $150.0 $175.0 $200.0% of Revenue 13.3% 14.0% 13.8% 13.5% 9.5% 9.3% 8.9% 8.4% 7.9%S&M 183.3 252.1 343.0 385.9 195.2 436.0 476.5 520.2 568.5% of Revenue 44.2% 45.3% 46.3% 45.6% 37.2% 32.5% 28.3% 25.0% 22.5%G&A 32.6 39.2 53.1 57.7 13.1 33.5 16.9 16.6 16.4% of Revenue 7.9% 7.0% 7.2% 6.8% 2.5% 2.5% 1.0% 0.8% 0.7%Total Operating Expenses $271.1 $369.2 $498.4 $558.2 $258.3 $594.5 $643.4 $711.9 $784.9% of Revenue 65.4% 66.4% 67.2% 66.0% 49.2% 44.3% 38.1% 34.2% 31.1%EBIT $23.2 $28.9 $22.2 $27.6 $112.2 $374.1 $602.6 $860.9 $1,165.2EBIT Margin 5.6% 5.2% 3.0% 3.3% 21.4% 27.9% 35.7% 41.4% 46.1%Source: Wall Street Research, Orlando ManagementNote: Historical and LTM financial information represents data as provided by Orlando, which may differ from Napa’s presentation of historical results1. Represents Orlando’s projections for Napa during the second half of Orlando’s fiscal year, including synergies2. Adjusted for capitalization of certain development costs incurred in connection with its internal use software and website, per Orlando[21]

Napa Historical and Projected Financial Summary(Orlando Management Incremental Upside Case)Napa Standalone FYE December Napa As Part of Orlando FYE MayFY13A FY14A FY15A LTM H2’17E FY18E FY19E FY20E FY21E($ in millions, unless indicated) Year Year Year Jun-16 Year ¹ Year Year Year YearSubscription and support $333.6 $447.8 $593.1 $672.7 $418.0 $1,112.3 $1,468.6 $1,892.3 $2,372.3YoY Growth 31.9% 34.2% 32.5% 30.3% 24.3% 33.0% 32.0% 28.9% 25.4%Professional services and other 81.0 108.5 148.1 173.7 106.0 271.4 336.5 407.2 480.5YoY Growth 44.8% 34.0% 36.5% 36.5% 22.1% 28.0% 24.0% 21.0% 18.0%Total Revenue $414.5 $556.3 $741.1 $846.4 $524.0 $1,383.7 $1,805.1 $2,299.5 $2,852.8YoY Growth 34.2% 34.2% 33.2% 31.5% 23.8% 32.0% 30.5% 27.4% 24.1%Cost of Subscription and support 49.1 63.7 84.8 100.6 58.5 144.6 176.2 208.2 237.2Cost of Professional services and other 71.1 94.5 135.7 160.0 93.8 236.1 291.1 346.1 408.4Total Cost of Revenue 120.2 158.1 220.6 260.6 152.3 380.7 467.3 554.3 645.7Subscription and support Gross Profit 284.4 384.1 508.3 572.1 359.5 967.7 1,292.4 1,684.1 2,135.1Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 86.0% 87.0% 88.0% 89.0% 90.0%Professional services and other Gross Profi 9.9 14.0 12.3 13.7 12.2 35.3 45.4 61.1 72.1Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 11.5% 13.0% 13.5% 15.0% 15.0%Gross Profit $294.3 $398.1 $520.6 $585.8 $371.7 $1,003.0 $1,337.8 $1,745.2 $2,207.1Total Gross Margin 71.0% 71.6% 70.2% 69.2% 70.9% 72.5% 74.1% 75.9% 77.4%R&D ² $55.2 $78.0 $102.3 $114.5 $50.0 $130.0 $155.0 $185.0 $220.0% of Revenue 13.3% 14.0% 13.8% 13.5% 9.5% 9.4% 8.6% 8.0% 7.7%S&M 183.3 252.1 343.0 385.9 198.9 449.7 509.9 574.9 641.9% of Revenue 44.2% 45.3% 46.3% 45.6% 38.0% 32.5% 28.3% 25.0% 22.5%G&A 32.6 39.2 53.1 57.7 13.1 34.6 18.1 18.4 18.5% of Revenue 7.9% 7.0% 7.2% 6.8% 2.5% 2.5% 1.0% 0.8% 0.7%Total Operating Expenses $271.1 $369.2 $498.4 $558.2 $262.0 $614.3 $683.0 $778.3 $880.4% of Revenue 65.4% 66.4% 67.2% 66.0% 50.0% 44.4% 37.8% 33.8% 30.9%EBIT $23.2 $28.9 $22.2 $27.6 $109.7 $388.7 $654.8 $967.0 $1,326.7EBIT Margin 5.6% 5.2% 3.0% 3.3% 20.9% 28.1% 36.3% 42.1% 46.5%Source: Wall Street Research, Orlando ManagementNote: Historical and LTM financial information represents data as provided by Orlando, which may differ from Napa’s presentation of historical results1. Represents Orlando’s projections for Napa during the second half of Orlando’s fiscal year, including synergies2. Adjusted for capitalization of certain development costs incurred in connection with its internal use software and website, per Orlando[22]

Financial AnalysisMethodology Metric Range Current Price : $84.72Unaffected Price : $75.85 Offer Price : $109.00Selected Public SaaS Companies:TEV / 2016E (12/31/16) Revenue ¹ $960 7.0x – 9.0x $79 $101TEV / 2017E (12/31/17) Revenue ¹ $1,218 6.0x – 7.5x $86 $107Selected Precedent Transactions:ysisl TEV / LTM (6/30/16) Revenue ² $846 9.0x – 13.0x $89 $127naAFinancial TEV / NTM (6/30/17) Revenue ¹ $1,084 8.0x – 11.0x $101 $138RevenueIncludes TerminalDCF Analysis: ³ Synergies? Multiple WACCOrlando Incremental—Upside Yes 8.0x – 9.0x 9.0% – 12.0% $168 $211Orlando Incremental—Base Yes 7.5x – 8.5x 9.0% – 12.0% $141 $178Orlando Incremental—Conservative Yes 7.0x – 8.0x 9.0% – 12.0% $117 $148ve y) Trading Range:cti Onl 3-Year Low-High $52 $120spe cePer re nee t f 1-Year Low-High $52 $102k RerMa (ForAnalyst Price Target Low-High $60 $130$50 $100 $150 $200 $250Sources: Napa Management, Orlando Management, Wall Street Research1. Projections per Napa management, using Approved Napa Share Count to calculate illustrative per share Napa price2. Preliminary results from Napa management, using Approved Napa Share Count to calculate illustrative per share Napa price3. Per Orlando management, DCF does not include incremental value associated with Napa’s $889mm federal and state NOLs; assumes transaction date of 11/30/16 using Approved Napa ShareCount[ 23 ]

Selected Public SaaS CompaniesConsistent with Napa, the Selected Public SaaS Companies below are commonly valued on a revenue multiple basisGiven Napa’s operating performance is consistent with the Selected Public SaaS Companies below, for valuation purposes, the revenue multiple means and medians were taken into consideration by MoelisAs of July 22, 2016 Revenue Gross EBITDA LT Enterprise Value / Enterprise Value /Enterprise Revenue Growth Margin Margin Growth Revenue EBITDA ¹($ in millions) Value CY’16E ‘15A-‘16E ‘16E-‘17E CY’16E CY’16E Rate LTM CY’16E CY’17E CY’16E CY’17ESelected Public SaaS Companiessalesforce.com, inc. $58,666 $8,308 24.6% 21.6% 76.9% 20.1% 29.2% 8.3x 7.1x 5.8x 35.1x 26.9xWorkday, Inc. 16,192 1,554 33.7% 30.7% 71.9% 8.5% 38.3% 12.9x 10.4x 8.0x n/m n/mServiceNow, Inc. 12,957 1,369 36.1% 30.1% 75.0% 17.9% 43.9% 11.8x 9.5x 7.3x n/m 33.9xPalo Alto Networks, Inc. 12,363 1,583 25.5% 31.4% 77.4% 21.3% 40.9% 9.8x 7.8x 5.9x 36.6x 25.8xSplunk, Inc. 7,928 897 34.2% 28.2% 85.6% 8.5% 43.8% 10.9x 8.8x 6.9x n/m n/mThe Ultimate Software Group, Inc. 6,493 779 26.1% 21.9% 63.3% 24.9% 23.3% 9.8x 8.3x 6.8x 33.5x 27.0xCornerstone OnDemand, Inc. 2,563 432 27.1% 23.9% 72.3% 7.9% 20.0% 7.0x 5.9x 4.8x n/m 45.9xOverall Mean $2,132 29.6% 26.8% 74.6% 15.6% 34.2% 10.1x 8.3x 6.5x 35.1x 31.9xOverall Median 1,369 27.1% 28.2% 75.0% 17.9% 38.3% 9.8x 8.3x 6.8x 35.1x 27.0xNapa (Wall Street—at Market) $7,203 $966 30.4% 26.6% 69.7% 8.5% 36.8% 8.5x 7.5x 5.9x n/m n/mNapa (Napa Mgmt.—at Market) $7,203 $960 29.6% 26.9% 67.5% n/a n/a 8.5x 7.5x 5.9x n/a n/aSource: Capital IQ, Napa and Selected Public SaaS Company Filings Note: All years represent calendar years1. EBITDA multiples above 50x are shown as “n/m”[24]

Selected Precedent TransactionsAs the Selected Precedent Transactions below demonstrate, recent transactions have typically occurred at higher implied transaction revenue multiples than in earlier years (2011 – 2012), which Moelis took intoconsideration In selecting its precedent transaction multiples for its financial analysis, Moelis also considered that Napa operates on a larger scale than the transaction targets below and at greater LTM and NTM revenuegrowth than the means and medians listed belowDate Form of LTM LTM to NTM Implied TEV toAnnounced Target Acquiror Consideration Revenue ¹ Revenue Growth ² Implied TEV LTM Revenue NTM Revenue06/01/16 Demandware, Inc. salesforce.com, inc. Cash $ 254 26.0% $2,788 11.0x 8.7x10/21/15 SolarWinds, Inc. Silver Lake; Thoma Bravo, LLC Cash 486 14.0% 4,446 9.2x 8.0x12/22/14 DataLogix Holdings, Inc. ³ Oracle Corporation Cash 103 39.4% 1,189 11.6x 8.3x09/18/14 Concur Technologies, Inc. SAP America, Inc. Cash 668 21.2% 8,592 12.9x 10.6x06/13/14 OpenTable, Inc. The Priceline Group Inc. Cash 198 19.0% 2,570 13.0x 10.9x12/20/13 Responsys, Inc. Oracle Corporation Cash 194 17.5% 1,457 7.5x 6.4x06/04/13 ExactTarget, Inc. salesforce.com, inc. Cash 317 23.9% 2,539 8.0x 6.5x12/20/12 Eloqua, Inc. Oracle Corporation Cash 90 19.4% 872 9.7x 8.1x08/27/12 Kenexa Corp. IBM Cash 318 25.0% 1,298 4.1x 3.3x05/22/12 Ariba Inc. SAP America, Inc. Cash 502 13.3% 4,411 8.8x 7.8x02/09/12 Taleo Corp. Oracle Corporation Cash 309 18.3% 1,942 6.3x 5.3x12/03/11 SuccessFactors, Inc. SAP America, Inc. Cash 292 37.9% 3,571 12.2x 8.9x10/24/11 Rightnow Technologies, Inc. Oracle Corporation Cash 216 14.1% 1,606 7.4x 6.5xMean $ 304 22.3% 9.3x 7.6xMedian $ 292 19.4% 9.2x 8.0xNapa (at transaction) $ 846 28.1% $9,353 11.1x 8.6xSources: Capital IQ, Target and Acquiror Filings, Wall Street Research1. LTM revenue for precedent transactions represents the revenue in the four fiscal quarters prior to the transaction2. NTM revenue for precedent transactions represents forecasted revenue for the four fiscal quarters following the transaction3. DataLogix Holdings, Inc. financial information was provided by Orlando Management, as DataLogix Holdings, Inc. was private at the time of transaction4. LTM revenue as of 6/30/16, NTM revenue as of 6/30/17 per Napa management preliminary results and projections; uses Approved Share Count to calculate enterprise value as of 7/22/16[25]

Napa Discounted Cash Flow Analysis(Orlando Incremental Model Conservative Case)The analysis below is not a standalone DCF of Napa, and instead illustrates the DCF value of the incrementalimpact of Napa to Orlando’s revenue and cash flows and includes the impact of synergies and other benefitsthat are available only to Orlando pro forma for the acquisition; this does not reflect any value upsideassociated with Napa’s NOL balance per Orlando managementFor the Fiscal Year Ended May 31, Terminal($ in millions) H2 2017E 2018E 2019E 2020E 2021E ValueTotal Revenue $524 $1,284 $1,557 $1,864 $2,208% Growth — 145.1% 21.3% 19.7% 18.4%Non-GAAP EBIT 116 352 544 750 986% Margin 22.1% 27.4% 34.9% 40.2% 44.6%Less: Stock-based Compensation ¹(79)(193)(234)(280)(331)Less: Cash Taxes ²(13)(56)(109)(165)(229)Plus: Depreciation & Amortization ³ 26 64 78 93 110Less: Capital Expenditures(26)(64)(78)(93)(110)Plus: Working Capital & Other — — — — —Unlevered Free Cash Flow $24 $104 $202 $306 $425 $17,664% Growth — 328.1% 95.0% 51.5% 39.1%DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLESImplied Share Price Implied Perpetuity Growth RateDiscount LTM Revenue Terminal Multiple Discount LTM Revenue Terminal MultipleRate 7.00x 7.25x 7.50x 7.75x 8.00x Rate 7.00x 7.25x 7.50x 7.75x 8.00x9.0% $131.16 $135.31 $139.44 $143.58 $147.72 9.0% 6.1% 6.2% 6.3% 6.4% 6.4%10.0% 125.98 129.95 134.21 138.18 142.15 10.0% 7.1% 7.2% 7.2% 7.3% 7.4%11.0% 121.31 125.13 129.23 133.04 136.85 11.0% 8.0% 8.1% 8.2% 8.3% 8.4%12.0% 116.87 120.54 124.49 128.15 131.81 12.0% 9.0% 9.1% 9.2% 9.3% 9.4%Source: Orlando Management, Napa FilingsNote: Analysis reflects Napa under Orlando ownership. Assumed date of 11/30/161. Assumed to be 15% of annual revenue for the forecasting period and is tax-deductible per Orlando Management2. sumes 35% tax rate, per Orlando Management3. Per O ando 5/27/16 Financial Presentation; assumes H2 2017E is half of full-year projection provided at the time4. Assumed to equal annual depreciation & amortization expense, per Orlando Management5. Assumed to be zero, per Orlando Management[26]

Napa Discounted Cash Flow Analysis(Orlando Incremental Model Base Case)The analysis below is not a standalone DCF of Napa, and instead illustrates the DCF value of the incrementalimpact of Napa to Orlando’s revenue and cash flows and includes the impact of synergies and other benefitsthat are available only to Orlando pro forma for the acquisition; this does not reflect any value upsideassociated with Napa’s NOL balance per Orlando managementFor the Fiscal Year Ended May 31, Terminal($ in millions) H2 2017E 2018E 2019E 2020E 2021E ValueTotal Revenue $525 $1,341 $1,687 $2,081 $2,527% Growth — 155.8% 25.7% 23.4% 21.4%Non-GAAP EBIT 112 374 603 861 1,165% Margin 21.4% 27.9% 35.7% 41.4% 46.1%Less: Stock-based Compensation ¹(79)(201)(253)(312)(379)Less: Cash Taxes ²(12)(61)(122)(192)(275)Plus: Depreciation & Amortization ³ 26 67 84 104 126(26)(67)(84)(104)(126)Unlevered Free Cash Flow $22 $112 $227 $357 $511 $20,214% Growth — 415.7% 102.2% 57.0% 43.3%DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLESImplied Share Price Implied Perpetuity Growth RateDiscount LTM Revenue Terminal Multiple Discount LTM Revenue Terminal MultipleRate 7.50x 7.75x 8.00x 8.25x 8.50x Rate 7.50x 7.75x 8.00x 8.25x 8.50x9.0% $158.58 $163.31 $168.04 $172.78 $177.51 9.0% 6.1% 6.2% 6.3% 6.4% 6.5%10.0% 152.58 157.13 161.67 166.21 170.76 10.0% 7.1% 7.2% 7.3% 7.4% 7.4%11.0% 146.88 151.24 155.60 159.97 164.33 11.0% 8.1% 8.2% 8.3% 8.3% 8.4%12.0% 141.45 145.64 149.83 154.02 158.21 12.0% 9.1% 9.2% 9.2% 9.3% 9.4%Analysis reflects Napa under Orlando ownership. Assumed date of 11/30/161. Assumed to be 15% of annual revenue for the forecasting period and is tax-deductible per Orlando Management2. Assumes 35% tax rate, per Orlando Management3. Per Orlando 5/27/16 Financial Presentation; assumes H2 2017E is half of full-year projection provided at the time4. Assumed to equal annual depreciation & amortization expense, per Orlando Management5. Assumed to be zero, per Orlando Management[27]

Napa Discounted Cash Flow Analysis(Orlando Incremental Model Upside Case)The analysis below is not a standalone DCF of Napa, and instead illustrates the DCF value of the incrementalimpact of Napa to Orlando’s revenue and cash flows and includes the impact of synergies and other benefitsthat are available only to Orlando pro forma for the acquisition; this does not reflect any value upsideassociated with Napa’s NOL balance per Orlando managementFor the Fiscal Year Ended May 31, Terminal($ in millions) H2 2017E 2018E 2019E 2020E 2021E ValueTotal Revenue $524 $1,384 $1,805 $2,300 $2,853% Growth — 164.1% 30.5% 27.4% 24.1%Non-GAAP EBIT 110 389 655 967 1,327% Margin 20.9% 28.1% 36.3% 42.1% 46.5%Less: Stock-based Compensation ¹(79)(208)(271)(345)(428)Less: Cash Taxes ²(11)(63)(134)(218)(315)Plus: Depreciation & Amortization ³ 26 69 90 115 143Less: Capital Expenditures(26)(69)(90)(115)(143)Plus: Working Capital & Other — — — — —Unlevered Free Cash Flow $20 $118 $250 $404 $584 $22,822% Growth — 482.5% 112.0% 62.0% 44.5%DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLESImplied Share Price Implied Perpetuity Growth RateDiscount LTM Revenue Terminal Multiple Discount LTM Revenue Terminal MultipleRate 8.00x 8.25x 8.50x 8.75x 9.00x Rate 8.00x 8.25x 8.50x 8.75x 9.00x9.0% $189.16 $194.52 $199.87 $205.23 $210.58 9.0% 6.3% 6.4% 6.4% 6.5% 6.6%10.0% 181.95 187.09 192.23 197.37 202.51 10.0% 7.3% 7.3% 7.4% 7.5% 7.6%11.0% 174.88 179.85 185.05 189.98 194.91 11.0% 8.2% 8.3% 8.4% 8.5% 8.5%12.0% 168.38 173.12 178.12 182.86 187.59 12.0% 9.2% 9.3% 9.4% 9.4% 9.5%Source: Orlando Management, Napa Filings Note: Analysis reflects Napa under Orlando ownership. Assumed date of 11/30/161. Assumed to be 15% of annual revenue for the forecasting period and is tax-deductible per Orlando Management2. Assumes 35% tax rate, per Orlando Management3. Per Orlando 5/27/16 Financial Presentation; assumes H2 2017E is half of full-year projection provided at the time4. Assumed to equal annual depreciation & amortization expense, per Orlando Management5. Assumed to be zero, per Orlando Management[28]

Napa Projections – Orlando Incremental Case Comparison Over TimeOrlando constructed three cases to reflect the following:Conservative case reflects worst case implications from preliminary Q2’16 results (cost synergies, standalone revenue performance)Base case reflects incremental revenue synergies and cost synergiesUpside case reflects both cost & greater revenue synergies associated with the transaction(5/20/16)(7/12/16)(7/13/16)(7/24/16)FY’18—FY’21 ASSUMPTIONS ORIGINAL REVISED CONSERVATIVE BASE UPSIDE CONSERVATIVE BASE UPSIDESubscription & Support Growth 29%—22% 23%—20% 23%—20% 29%—22% 33%—24% 23%—19% 29%—23% 33%—25%Prof. Services & Other Growth 24%—16% 20%—14% 20%—14% 24%—16% 28%—18% 20%—14% 24%—16% 28%—18%Subscription & Support Margin Consistent across scenarios; 87%—90%Prof. Services & Other Margin 11.5%—15% 10%—15% 10%—15% 11.5%—15% 13%—15% 10%—15% 12%—15% 13%—15%$125mm – $120mm – $120mm – $125mm – $130mm – $120mm—$125mm—$130mm -Research & Development Spend $200mm $200mm $200mm $200mm $220mm $200mm $200mm $220mmSales & Marketing Margin Consistent across scenarios; 32.5%—22.5%General & Admin. Margin Consistent across scenarios; 2.5%—0.7%REVENUE COMPARISON NON-GAAP EBIT COMPARISONOrlando Original Incremental (5/20/16)Orlando Revised Incremental (7/12/16)Orlando Incremental Conservative (7/13/16)Orlando Incremental Base (7/13/16)Orlando Incremental Upside (7/13/16)Orlando Incremental Updated Conservative (7/2416)Orlando Incremental Updated Base (7/24/16)Orlando Incremental Updated Upside (7/24/16)H2 2017E 2018E 2019E 2020E 2021E H2 2017E 2018E 2019E 2020E 2021ESource: Orlando Management[29]

Appendix

A. Additional Valuation Detail

Weighted Average Cost of Capital AnalysisAs of 07/22/16 Levered Beta ¹ Total MV Debt/ Asset Beta ² Int. Expense /($ in millions) 2-Year 5-Year Debt Equity Total Cap 2-Year 5-Year Total DebtSelected Public SaaS Companiessalesforce.com, inc. 1.271 1.291 $2,120 $58,298 3.5% 1.238 1.257 3.7%Workday, Inc. 1.578 1.507 600 17,672 3.3% 1.544 1.474 5.3%ServiceNow, Inc. 1.267 1.329 575 13,283 4.1% 1.232 1.292 5.5%Palo Alto Networks, Inc. 1.063 1.147 575 12,776 4.3% 1.035 1.116 4.0%Splunk, Inc. 1.823 1.755 — 8,951 — 1.823 1.755 NAThe Ultimate Software Group, Inc. 1.187 1.147 10 6,579 0.2% 1.186 1.146 5.4%Cornerstone OnDemand, Inc. 0.994 1.018 253 2,584 8.9% 0.935 0.958 5.0%Overall Mean 1.312 1.313 3.5% 1.285 1.285 4.8%Overall Median 1.267 1.291 3.5% 1.232 1.257 5.2%Napa 1.210 1.308 $314 $7,299 4.1% 1.160 1.254 4.7%KEY ASSUMPTIONS WACC SENSITIVITYLong-horizon expected equity risk premium (supply-side) of6.03% (Source: Duff & Phelps 2016) Debt / Unlevered BetaYield on 20-year U.S. Treasury (7/22/2016) of 1.90% Total Cap 1.100 1.200 1.300 1.400 1.500Size premium of 0.86% using the 3rd decile tier provided by — 9.4% 10.0% 10.6% 11.2% 11.8%Duff and Phelps 2016, based on companies with an equity 5.0% 9.3% 9.9% 10.5% 11.1% 11.7%value between $5.2 billion and $9.6 billionStated tax rate of 35.0% per Orlando Management guidance5.2% pre-tax cost of debt, based on the median of the SelectedPublic SaaS CompaniesSource: Bloomberg, Capital IQ, Selected Public SaaS Company Filings, Duff & Phelps 2016 Valuation Handbook, U.S. Department of the Treasury Note: Values as of 7/22/161 Bloomberg adjusted beta2 Unlevered adjusted beta of selected companies used to calculate relevered beta using the formula B = Bu(1+(1-t)(D/E))[32]

Changes and Modifications Since May 27, 2016 Special Committee PresentationIncorporation of Napa Due Diligence ResultsMoelis has incorporated Napa information obtained from the due diligence process into its analysis, as well as due diligence information thatOrlando used as part of its Napa financial analysisRevised Orlando Management Incremental ModelMoelis received Orlando’s original incremental model on May 20, 2016, a revised incremental model on July 12, 2016, and a 3 case model on July13, 2016On July 13, 2016, Orlando created three distinct cases for Napa to detail its conservative, baseline, and upside financial projectionsEach case details 6-month illustrative financial projections for Napa as part of Orlando for the fiscal year ending May 31, 2017, differing fromOrlando’s previous 12-month projections for the same fiscal year endAs with its May 27, 2016 financial presentation to the Committee, Orlando created its projections on an incremental basis, demonstrating theillustrative value of Napa to Orlando’s revenue and cash flows and including the impact of synergies and other benefits that are not available toNapa shareholders on a standalone basisOn July 24, 2016 Moelis received revised conservative, baseline, and upside financial projections from OrlandoThe differences in revenue, non-GAAP EBIT, and related financial assumptions across the Orlando cases over time can be seen on page 29In its discounted cash flow analyses of the Orlando cases, Moelis used a discount rate range of 9%—12% in all cases to reflect market conditions asof July 22, 2016Projection and Treatment of Stock-Based CompensationMoelis previously assumed that stock-based compensation would be 15% of Napa revenue for the Orlando fiscal year ending May 31, 2017 andheld constant thereafter; stock-based compensation is now assumed to be 15% of Napa’s annual revenue during each year of the projection period,in-line with current Napa stock-based compensation expense as a percentage of revenueStock-based compensation was not previously treated as tax-deductible, which Moelis has modified in accordance with U.S. GAAPFinancial and Price UpdatesNapa FY2016 Q2 preliminary revenue results have been incorporated into all Napa LTM revenue multiplesNapa NTM financial projections are therefore now based on the four quarters ending June 30, 2017, per projections by Napa managementNapa common shares outstanding, options, and RSUs have been updated to reflect information as of June 30, 2016All financial market data is now as of July 22, 2016, updated from data as of May 23, 2016[ 33 ]

Changes and Modifications Since May 27, 2016 Special Committee Presentation (cont’d)Total Enterprise Value CalculationUpdated calculation of Napa make-whole shares to reflect additional clarification received from Napa as part of its July 20, 2016 accountingdiligence session as well as Napa’s memo on the topic received on the same dateSelected Precedent TransactionsUpdated to include the acquisition of Demandware Inc., by Salesforce.com, Inc., as announced after the May 27, 2016 presentation on June 1, 2016Additional Illustrative AnalysesMoelis has included the standalone financial model provided by Napa on July 20, 2016 to demonstrate an illustrative standalone forecast for NapaProjections were prepared by Napa Management for its Board of Directors, covering the period from 2016 – 2021These projections were not relied upon by Orlando management in preparing its Orlando Management Incremental Model for NapaNapa’s projections as presented do not include any adjustments by Orlando management to the financials provided by Napa management (seepage 38 for further detail); Orlando’s management has not prepared projections based on Napa’s standalone prospectsMoelis has presented an illustrative analysis of the potential benefit associated with Napa’s net operating losses (see page 36 for further detail)Wall Street ResearchUpdated to include the most recent financial projections and recommendations available to Moelis, including recently initiated coverage byCowen and Company and BMO Capital Markets, and ratings from Goldman Sachs, D.A. Davidson, Nomura, and StifelRatings and price targets from Benchmark Company and Needham & Company have subsequently been removed because of the length of timesince their most recent release (February 1 and January 29, 2016 respectively)[ 34 ]

Comparison of Moelis and Orlando MaterialsSelected Publicly Traded SaaS Companies AnalysisMoelis and Orlando each independently selected a series of public companies to incorporate into their respective materials, which differ in certain instancesOrlando presented its selected public companies on an Enterprise Value to LTM Revenue and LTM EBIT multiple basis respectively, also presenting thecorresponding LTM Revenue and EBIT marginsMoelis presented its selected public companies on an Enterprise Value to LTM, calendar year 2016, NTM, and calendar year 2017 revenue multiple basis, as well as onan Enterprise Value to calendar year 2016 and calendar 2017 EBITDA multiple basis, also detailing annual revenue growth rates, and gross / EBITDA marginsSelected Precedent Transaction AnalysisMoelis and Orlando each independently selected a series of precedent mergers and acquisitions to incorporate into their respective materials, which differ in certaininstancesOrlando presented its selected acquired companies on an Enterprise Value to LTM Revenue and LTM EBIT multiple basis respectively, also detailing thecorresponding LTM Revenue and EBIT marginsMoelis presented its selected acquired companies on an Enterprise Value to LTM and independently projected NTM Revenue basis respectively, also detailing theprojected LTM to NTM Revenue growth at the time of acquisition 1Moelis and Orlando differed in their approach to treating convertible debt hedges as part of their analyses, thereby affecting their calculated enterprise values andcorresponding revenue multiplesDiscounted Cash Flow AnalysisMoelis performed a discounted cash flow analysis to derive a range of illustrative Napa share price values based on projection sets provided by Orlando. Orlandoalso performed a discounted cash flow analysis using internal investment hurdle assumptions.Moelis calculated its illustrative Napa share prices using a range of revenue terminal multiples, which varied across the projection sets to reflect each individualcase (collectively covering a revenue terminal multiple range of 7 – 9x) as well as a discount rate range of 9 – 12% across all casesOrlando calculated its illustrative Napa share prices using a range of assumptions including terminal multiples, a discount hurdle rate range, and a perpetuitygrowth rate rangeStock-based Compensation ExpenseAs part of its incremental financial projections, Orlando does not include stock-based compensation in its DCF analysisIn incorporating Orlando’s incremental financial projections, Moelis added stock-based compensation expense equal to 15% of Orlando’s revenue projections forNapa in the second half of its fiscal year ending May 31, 2017, and equal to 15% of Orlando’s revenue projections for Napa in the each of the following fiscal years, in-line with current Napa stock-based compensation expense as a percentage of revenueCalculation of Napa Total Enterprise ValueAs part of Napa’s issuance of $310 million in convertible notes, a provision exists allowing noteholders to receive additional convertible shares in the event of afundamental change in the business, including an acquisitionThe number of additional shares is calculated based on both the share price and date of the fundamental change, which impacts the calculation of Napa’s totalenterprise valueFor purposes of its analysis, Moelis calculated Napa’s enterprise value as of July 22, 2016, while Orlando assumed a date of November 30, 2016, creating differingenterprise values for the transaction1. Projections per Capital IQ[35]

Illustrative NOL Benefit SummaryThe illustrative analysis below represents a range of potential values for Napa’s federal NOLs withina potential pro forma combination with Orlando. The below calculation is illustrative and does notincorporate numerous complexities in calculating Section 382 limitations.Does not include the benefit of state NOLsNOL SCHEDULEIllustrative Purchase Price as of 11/30/16 ¹ $9,350.0IRS Long-Term Tax-Exempt Rate 2.24%Annual Sec. 382 NOL Deduction Limit $209.4For the Fiscal Year Ended May 31,($ in millions) H2 2017E 2018E 2019E 2020E 2021EPro Forma EBT ² $7,610.5 $16,141.6 $17,256.6 $19,232.8 $20,560.2NOL Utilization(209.4)(209.4)(209.4)(209.4)(51.7)Post-NOL Taxable Income 7,401.1 15,932.2 17,047.1 19,023.3 20,508.5Tax Rate 35% 35% 35% 35% 35%Cash Taxes Payable $2,590.4 $5,576.3 $5,966.5 $6,658.2 $7,178.0Tax Savings $73.3 $73.3 $73.3 $73.3 $18.1SENSITIVITY ANALYSIS($ in millions except per share amounts)Discount Rate Napa Discount RateValue of 9% 10.0% 11.0% 12.0% Per Share 9% 10.0% 11.0% 12.0%NOL $270.1 $266.2 $262.5 $258.8 Impact ³ $3.11 $3.07 $3.02 $2.98Source: Napa Management, U.S. IRS, Capital IQNote: Moelis does not offer tax or accounting advice1. Approved Napa Share Count, with market cap calculated based on securities outstanding as of 6/30/16 per capitalization table provided by Napa management and approved for Moelis’ useby Orlando2. Combines Orlando’s incremental financial projections (Base Case) as provided on July 24, 2016 with Wall Street consensus Orlando EBT projections 3. Calculated based on Approved Napa Share Count[36]

Napa Historical and Projected Financial Summary(Napa Management Model)Napa Standalone FYE December Napa Standalone FYE DecemberFY13A FY14A FY15A LTM FY16E FY17E FY18E FY19E FY20E FY21E($ in millions, unless indicated) Year Year Year Jun-16 Year Year Year Year Year YearSubscription and support $333.6 $447.8 $593.1 $672.7 $744.8 $935.6YoY Growth 31.9% 34.2% 32.5% 30.3% 25.6% 25.6%Professional services and other 81.0 108.5 148.1 173.7 215.4 282.7YoY Growth 44.8% 34.0% 36.5% 36.5% 45.5% 31.2%Total Revenue $414.5 $556.3 $741.1 $846.4 $960.2 $1,218.3 $1,533.0 $1,929.0 $2,425.0 $3,023.0YoY Growth 34.2% 34.2% 33.2% 31.5% 29.6% 26.9% 25.8% 25.8% 25.7% 24.7%Cost of Subscription and support 49.1 63.7 84.8 100.6 113.4Cost of Professional services and other 71.1 94.5 135.7 160.0 198.7Total Cost of Revenue 120.2 158.1 220.6 260.6 312.1 388.3 471.0 560.0 671.0 818.0Subscription and support Gross Profit 284.4 384.1 508.3 572.1 631.4Subscription and Support Margin 85.3% 85.8% 85.7% 85.0% 84.8%Professional services and other Gross Profi 9.9 14.0 12.3 13.7 16.7Professional Services and Other Margin 12.2% 12.9% 8.3% 7.9% 7.7%Gross Profit $294.3 $398.1 $520.6 $585.8 $648.1 $830.0 $1,062.0 $1,369.0 $1,754.0 $2,205.0Total Gross Margin 71.0% 71.6% 70.2% 69.2% 67.5% 68.1% 69.3% 71.0% 72.3% 72.9%R&D $54.8 $78.1 $102.8 $114.8 $124.2% of Revenue 13.2% 14.0% 13.9% 13.6% 12.9%S&M 183.3 252.1 343.0 385.9 416.7% of Revenue 44.2% 45.3% 46.3% 45.6% 43.4%G&A 32.6 39.2 53.1 57.7 62.7% of Revenue 7.9% 7.0% 7.2% 6.8% 6.5%Total Operating Expenses $270.7 $369.3 $498.9 $558.5 $603.6 $769.0 $951.0 $1,184.0 $1,469.0 $1,791.0% of Revenue 65.3% 66.4% 67.3% 66.0% 62.9% 63.1% 62.0% 61.4% 60.6% 59.2%EBIT $23.6 $28.8 $21.7 $27.3 $44.5 $61.0 $111.0 $185.0 $285.0 $414.0EBIT Margin 5.7% 5.2% 2.9% 3.2% 4.6% 5.0% 7.2% 9.6% 11.8% 13.7%Source: Public Filings, Napa ManagementNote: Historical and projected results reflect non-GAAP measures (excluding revenue); historical results are as presented by Napa management and therefore may differ from Orlando’s historical presentation of Napa’sfinancial results[37]

Illustrative Napa Discounted Cash Flow Analysis(Napa Management Model)Moelis conducted the illustrative analysis below as part of its due diligence. This illustrative analysis is shownto provide context of Napa on a standalone basis, as the Orlando management projections reflect theincremental impact of Napa to Orlando’s revenue and cash flows and includes the impact of synergies andother benefits that are available only to Orlando pro forma for the acquisition. Orlando management did notrely on these projections in creating its incremental model. Moelis did not rely on this illustrative analysis aspart of its financial analysis.The illustrative analysis below is based on the Napa management model. Asterisked (*) items indicate information that Moelis andOrlando requested from Napa, but Moelis and Orlando did not receive such information. When information was not received fromNapa management, Moelis used information received from Orlando, with the input received in part from its own knowledge anddiligence of the business.For the Fiscal Year Ended December 31, Terminal($ in millions) Dec. 2016E 2017E 2018E 2019E 2020E 2021E ValueTotal Revenue $88 $1,218 $1,533 $1,929 $2,425 $3,023% Growth — — 25.9% 25.8% 25.7% 24.7%Non-GAAP EBIT 5 61 111 185 285 414% Margin 5.5% 5.0% 7.2% 9.6% 11.8% 13.7%Less: Stock-based Compensation *(13)(183)(230)(289)(364)(453)Less: Cash Taxes * — — — — — —Plus: Depreciation & Amortization * 4 61 77 96 121 151Less: Capital Expenditures *(4)(61)(77)(96)(121)(151)Plus: Working Capital & Other * — — — — — —Unlevered Free Cash Flow($8)($122)($119)($104)($79)($39) $24,184DISCOUNTED CASH FLOW ANALYSIS: SENSITIVITY TABLEImplied Share PriceDue to negative projected unlevered freeDiscount LTM Revenue Terminal Multiple cash flow in the final year, the prices toRate 8.00x 8.25x 8.50x 8.75x 9.00x the left cannot imply a meaningful9.0% $174.31 $179.71 $185.13 $190.52 $195.95 perpetuity growth rate; the terminalvalue represents more than 100% of the10.0% 166.60 171.70 176.85 182.03 187.18 implied enterprise value in the11.0% 159.16 164.07 169.04 173.95 178.91 illustrative analysis.12.0% 152.29 156.90 161.60 166.34 171.04Source: Napa Management, Napa FilingsNote: Assumed date of 11/30/16. Excludes NOLs per Orlando Management, however there are no cash taxes after tax-deducting the projected stock-based compensation expense[ 38 ]

B. Napa Overview

Napa at a GlanceNapa is a leading pure-play SaaS provider of cloud-based financials / ERP software suitesBUSINESS OVERVIEWApplications aim to address a defined set of customer requirementsOfferings cover a broad group of industries, with attractive positions in:Software E-commerce and retailWholesale / distribution Financial servicesConsulting Healthcare servicesComputer and IT services EducationFounded in 1998, Napa employs over 4,600 people in 12 countriesNAPA OFFERS A CENTRALIZED BUSINESS SOLUTIONERP SRPNapa HelpsWarehouse ProjectBusinesses Mgmt. Mgmt.CORE BUSINESSCustomer ManagementOrder ManagementInventory ResourceMgmt. Global Financial Management Mgmt.Billing ManagementAddress their Revenue ManagementApplications Manufacturing Time & ExpenseIssues via aSingular Supply Chain ProjectSuite Mgmt. AccountingOfferingSources: Napa Filings, Wall Street Research[40]

Napa Historical BuildNapa’s strong cloud market position is evidenced by its steady revenue growth and increasing customer baseNAPA FISCAL YEAR ANNUAL REVENUE 1($ in millions)$960$741Napa IPO$556$415$309$236$152 $167 $193$67 $1092006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016ECUSTOMERS — TOTAL # OF COMPANIES, SUBS AND ORGANIZATIONS 230,000+24,00020,00016,00012,00010,000~7,700<5,300 ³ 5,600 6,6002006 2007 2008 2009 2010 2011 2012 2013 2014 2015Sources: Napa Filings, Wall Street Research1. Napa Q1 2016 Investor Presentation and 2016 annual revenue guidance per Napa management as of 7/22/162. Based on Napa Q1 2016 Investor Presentation for 2010 – 2015 totals and Napa filings and earnings calls prior to that3. Approximately 5,300 active Napa customers as of 3/31/07 per S1 filed 7/2/07, therefore assumed that Napa had less customers in 20064. Total based on Napa’s stated new customers added per quarter in 2009 (per Napa earnings calls) and its year-end 2008 active customers (per Napa’s 12/31/2008 10-K)[ 41 ]

Napa’s Investment in the CloudOver the past 18 years Napa has spent over $2.1bn to develop its product, establish its brand, and build itscurrent customer base of over 30,000 companies / subsidiaries in over 160 countriesNAPA PRODUCT DEVELOPMENT AND SALES & MARKETING SPEND SINCE 2004 1($ in millions)$2,157Note that Napa’s publicly available information $1,633dates back to 2004 (as it IPO’d in 2007), thereforethese figures do not encompass the first six yearsof operations $1,235$947$740$576$448$344$245$164$99 $524$35 $288 $398$35 $64 $65 $82 $98 $105 $128 $164 $2072004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015Annual Product Development + Sales & Marketing Spend Cumulative Product Development + Sales & Marketing SpendAnnual Spend (mm):Product Development $8 $25 $21 $24 $22 $29 $35 $44 $53 $78 $107 $136Sales and Marketing 27 39 44 58 77 76 93 120 154 210 291 389Total $35 $64 $65 $82 $98 $105 $128 $164 $207 $288 $398 $524Employees:Product Development NA NA NA 76 ² 118 135 165 239 393 592 835 1,058Sales and Marketing NA NA NA 226 ² 314 274 347 384 518 716 985 1,394Total NA NA NA 302 ² 432 409 512 623 911 1,308 1,820 2,452Source: Napa Filings1. Includes stock-based compensation, amortization of acquisition-related intangibles, transaction costs for business combinations, costs associated with a patent dispute settlement, non-cashinterest expense on convertible debt and income tax benefits as allocated to the Product Development and Sales & Marketing expense categories over time2. As of 9/30/07 per 424B4 filed 12/20/07[ 42 ]

Contact InformationMoelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.Moelis & Company LLC1999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067Tel: (310) 443-2300399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800[43]

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