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Human Capital Management

INSIDE THIS ISSUE 1. Market Update 2. M&A Activity 3. Public Market Valuation Trends 4. Private Financing

September 2014

SECTOR REPORT

Human Capital Management Market Update Since our report last year, the Human Capital Management (HCM) space has experienced an increase in activity in M&A, private financing, and the public equity markets. As the HCM market accelerates, previous trends continue, including acquisitions by large ERP players and the sustained success of SaaS HCM companies, as evidenced by the completion of a number of initial public offerings. Additionally, a greater focus on serving the medium-sized employer customer base is becoming ever present, as well as the need to broaden product offerings, whether it be new areas of expertise or innovative tools to augment HCM product suites. As highlighted below, large ERP players remain very active in acquiring smaller HCM companies, particularly ones with cloud-based or online solutions. As traditional HCM companies and the larger ERP companies look to continue growth, a major focus is on the underserved medium-sized employer market. While ERPs have historically expanded by building or acquiring more sophisticated software and moving up-market, the middlemarket has remained largely untapped. The middle-market, defined by an employee base of approximately 1,000 employees or less, prefers simpler, direct sale products. Cloudbased and on-demand offerings are the preferred product among this crowd. Additionally, HCM companies are differentiating themselves through product and industry expertise, strengthening or acquiring a focus in specific areas, such as healthcare. As mentioned in our last report, the Affordable Care Act brought a need for HCM companies to address new regulation and provide solutions for customers to contend with new standards. Further tax and labor regulations are expected to impact workforce management, and HCM companies are ensuring they have the capabilities to handle the evolving environment.

M&A Activity Recent Activity (September 2013 to September 2014) Over the past twelve months, deal activity in the HCM space has picked up at a significant pace, since the first half of 2013. As noted in the chart below, both deal values and deal volume have experienced a resurgence, particularly in 2014. Compared to 2011 and 2012, deal values witnessed a rapid decline in 2013, partly due to the lack of large deals, such as, IBM-Kenexa (2012), Oracle-Taleo (2012) and SAP-SuccessFactors (2011), however, 2014 has seen the return of some large deals. Deal activity has been driven by large ERP players continuing to grow cloud-based solutions and an increased focus on accessing middlemarket customers. Recent acquisitions have been focused on buyers expanding product offerings, particularly cloud-based and on-demand mobile solutions, as well as generally strengthening existing product base. Contact: James Holzer Partner [emailprotected] 212.508.7103 Kelly LaRotonda Associate [emailprotected] 212.508.7104 Redwood Capital 950 Third Avenue 20th Floor New York NY 10022 www.redcapgroup.com

www.redcapgroup.com

M&A Deal Summary (January 2009 - September 2014) Year

Deal Disclosed Deal Volume Volume

Total EV* ($m)

Average EV* ($m)

Median Deal Value* ($m)

2014 (YTD September)

10,704.3

669.0

$49

2013

563.7

62.6

$13

2012

5,120.9

301.2

$45

2011

8,921.3

270.3

$17

2010

7,560.3

280.0

$44

2009

2,298.8

104.5

$14

*for disclosed deals Source: Capital IQ (in $ millions)

Page I 1

Human Capital Management The 70 transactions completed through September 2014 has already surpassed the 45 deals completed in 2013 and also 2012’s 52 deals. The median deal value in 2014 through September was $49 million, as compared to $13 million in 2013 and $45 million in 2012. Despite the increase in deal volume and deal value, valuations have remained largely constant with the average EV/sales multiple 3.5x in 2014 through September versus 3.7x for 2013 and 3.2x in 2012. However, average EV/sales multiple in 2014 through September is impacted by the low valuation for Seaton, an outsourcing and recruiting services firm, which was acquired by TrueBlue for 0.7x sales, and by the very high valuation for Concur Technologies, a public SaaS expense management company, which was recently announced as an acquisition by SAP for 10.8x sales. Seaton’s staffing business calls for a traditionally lower multiple than other typical SaaS-based HCM acquisitions, while Concur’s cloudbased system trends with the higher valued cloud-based HCM companies. $12,000

$10,500

$9,000

$7,500

$6,000

$4,500

$3,000

$1,500

2009

2010

2011

Enterprise Value

2012

2013

2014 YTD September

Deal volume

Transaction value ($m)

M&A deal activity

Deal Volume

Source: Capital IQ (in $ millions)

The largest deal in the last twelve months has been the recently announced acquisition of Concur Technologies, by SAP for $8.3 billion. This transaction is “also the largest acquisition in the history of the cloud industry,” according to SAP Chief Executive Bill McDermott. The rich valuation of more than 10x revenue was met with mixed reactions, but given the successful integration of SAP’s previous cloud-based acquisition of SuccessFactors, the Concur deal could pay off. Early this year, SAP also acquired vendor vendor management solutions provider Fieldglass for $1.0 billion. This acquisition also takes advantage of the trend towards companies seeking to replace their legacy systems with cloud-based solutions, and provides SAP with cloud-based enterprise solutions for contract employee management. Further, the deal complements SAP’s 2011 acquisition of HCM solutions provider, SuccessFactors. Contributing to the trend in developing cloud-based and online solutions, 2014 also saw the acquisitions of (i) cloud and browser based payroll software provider, PaySuite by Intuit, (ii) web-based HR software provider, Aspex Solutions by Frontline Technologies Group, (iii) cloud-based on-demand mobile workforce management provider, TOA Technologies by Oracle, (iv) cloud-based time and attendance management solution provider, NETtime Solutions by Paychex, and (v) web-based social job searching network, Identified by Workday. In addition to looking for cloud-based offerings, companies are expanding product offerings. In a time of Big Data and predictive analytics, customers are seeking solutions that address the need for actionable information. The January 2014 acquisition of PeopleAnswers, a cloud-based hiring assessments company, by INFOR, highlights this growing need. The $200 million acquisition bolsters INFOR’s HCM suite and enhances its big data analytics power, as companies necessitate tools that more accurately assess the potential success of prospective candidates. Although valuation was not disclosed, PeopleAnswers was rumored to be sold for approximately 5x revenue, partly as a result of the competition for this segment leader. As companies strive to continue to differentiate product suites, the ability to analyze data through predictive analysis is becoming ever popular and important. Another significant deal of 2014 was the acquisition of Seaton, the 12th largest industrial staffing provider in the U.S. by TrueBlue, the fifth-largest U.S. industrial staffing company for about $460 million at 0.7x revenue. As previously noted, valuation was impacted by Seaton’s staffing business, citing a lower multiple than other more traditional HCM companies. However, the deal propelled the combined company to the top of the list of industrial staffing companies in the US and enabled TrueBlue to offer comprehensive solutions including sourcing, recruiting, screening and workforce optimization.

www.redcapgroup.com

Page I 2

Human Capital Management Additionally, some deals in the HCM space have targeted niche offerings within a particular industry. One such example is the announcement in January 2014 by General Electric to acquire API Healthcare, a provider of workforce management and patient tracking software and analytics aimed at hospitals and health clinics. Amidst the rising requirements and costs of regulation, demand from healthcare providers for cost-efficient solutions such as those offered by API is likely to continue to rise. Further, the GE-API deal is in line with GE’s focus on healthcare to improve efficiency in hospitals. Again, as companies look to distringuish themselves in an increasingly crowded market, many are broadening product portfolios and developing expertise in specific areas, such as healthcare. The end of 2013 also saw the announcement of the year’s largest deal with the acquisition of an 90.85% stake in P&I Personal & Informatik, a software vendor providing HR applications and solutions for payroll, personnel and time & attendance management for €350 million by Kallisto, a fund backed by private equity firm on November 20, 2013. Kallisto also offered to acquire an 8.15% stake in P&I Personal & Informatik for €40 million on November 19, 2013. The deal was announced at substantial valuations, with LTM revenue of 4.2x, which was well above the historical median multiples for the disclosed deals.

www.redcapgroup.com

Page I 3

Human Capital Management

Global M&A Deals - Human Capital Management (2011 to 2014 YTD September) Announced Target/Issuer Date 09/18/14

Concur Technologies Inc.

08/29/14

Concepts in Benefits Inc.

08/27/14

Integrated Employee Benefit Solutions, LLC

08/21/14

Buyers/Investors SAP America, Inc. Total Administrative Services Corporation

Transaction Values $8,300.0

TEV / Revenue Major Business Focus [Target/Issuer] 10.80x Cloud-based expense management solutions

- Third-party benefits administration services

One Risk Group, LLC

- Employee benefit programs

SumTotal Systems, LLC

SkillSoft Corporation

08/14/14

PayGlobal

MYOB Finance NZ

08/07/14

PERKURA GmbH

ADP Employer Services GmbH

08/07/14

PaySuite Limited

Intuit Inc. (NasdaqGS:INTU)

08/06/14 08/03/14

Arthur J Gallagher & Co. (NYSE:AJG) Frontline Technologies Group LLC

07/31/14 07/30/14 07/23/14

Denman Consulting Services, Inc. Aspex Solutions CONEXIS, a division of WageWorks, Inc. TOA Technologies, Inc. MindTrust Consulting Services, Inc. Workforce Metrics Limited

Oracle Corporation (NYSE:ORCL) Compunnel Software Group, Inc. Software (Europe) Ltd

07/18/14

Foundation Strategies Inc.

Arthur J Gallagher & Co. (NYSE:AJG)

07/15/14

Talent2 International Ltd.

Allegis Group, Inc.

07/02/14

VitalSmarts, LC Miller Heiman, Inc. Serenic Canada and Serenic Software Sylogist and Serenic Software (EMEA)

08/01/14

06/26/14

WageWorks, Inc. (NYSE:WAGE)

$118.0

$11.5

06/25/14

Slivers of Time Limited

Brookfield Rose Limited

06/17/14

NETtime Solutions, LLC

Paychex, Inc. (NasdaqGS:PAYX)

06/10/14

e-Perfect IT Limited

M Dream Inworld Ltd. (SEHK:8100)

06/10/14

Reality HR Limited

Peritus HR Limited

06/06/14

Qoveo SAS

ITycom France SAS

06/05/14

Vema

Solitea

06/02/14

Human Edge Software Corporation Pty. Ltd.

Tribal Group plc (LSE:TRB)

06/02/14

HR to Go, Inc.

OmegaComp Inc.

06/02/14

Seaton L.L.C.

TrueBlue, Inc. (NYSE:TBI)

05/19/14

VISICOR, Inc. Executive Compensation Solutions, LLC

Marsh & McLennan Agency LLC

Burns-Fazzi, Brock & Associates, LLC

05/06/14

Uptivity Inc.

inContact, Inc. (NasdaqCM:SAAS)

05/04/14

Benefit Coordinators Corporation

Self Insured Services Company

05/02/14

iSystems

Silver Oak Services Partners

04/25/14

IRIS Software Group

04/24/14 04/23/14

Cascade Human Resources Pacific Resources Benefits Advisors, LLC PayScale, Inc. WorkForce Software, Inc.

04/15/14

Armada Employer Services

04/09/14

Eurowage Limited

04/07/14

GlobeMed Ltd.

04/03/14

ESC

SWK Technologies

04/03/14

Interview

Eloquant

04/02/14

Profiles International

John Wiley & Sons

04/01/14

Broadbean Technology

03/28/14

PT Tass Axia Solusi

03/27/14 03/26/14 03/18/14 03/17/14 03/11/14 03/07/14

05/12/14

04/24/14

Brown & Brown Inc. (NYSE:BRO) Warburg Pincus LLC Insight Venture Partners PSA Insurance & Financial Services, Inc. Bond International Software plc (AIM:BDI) Global United Insurance Company (PLSE:GUI)

$6.2

$14.1 $460.1

$46.6

- Benefits administration - Cloud-based on-demand mobile workforce management - IT staffing and recruiting - Web-based employee relations tracking software Employee benefits brokerage company providing employee benefits solutions and healthcare compliance services Human resource advisory, payroll, recruitment, and learning services - Corporate training and organizational performance services Payroll and HRM software applications for Microsoft Dynamic NAV Technology and recruitment solutions for government - departments, national employers, recruitment agencies, and charities Cloud-based solutions for employ time and attendance management applications General office automation system for human resources (HR), task management system, and specific solutions for clinic 3.10x operations, as well as outsourcing services in Hong Kong and China - Human resource consultancy services Developer of online solutions for talent management and employee training - HRM information systems Software solutions for timetabling, school administration, 2.09x attendance and welfare, assessment and reporting, and parish administration for primary and secondary schools in Australia - Human resource outsourcing and consulting services Outsourcing and recruiting services for workforce 0.74x management - Employee benefits brokerage and consulting Executive benefits consulting company specializing in compensation and benefit planning services for credit unions Contact center workforce optimization and management 1.97x solutions Outsourced solutions including human resources, benefit management, and specialty administrative services Payroll, tax, and HR software for the payroll service bureau market and other financial services providers in the US - Integrated HR and payroll software solutions in the UK - Employee benefits advisory

$100.0 -

- Cloud compensation software solutions - Software and SaaS based workforce management solutions

- Employee benefit consulting and human resources services

$22.7 $0.7

5.82x International payroll and HR services - Healthcare benefits management services -

$51.0

1.89x

CareerBuilder

TMF Group Holding B.V.

PeopleAdmin, Inc.

Vista Equity Partners

Fieldglass, Inc. L&R Benefits, LLC EW Partners, Inc. Fitzii, Inc. Salarisprofs BV

SAP SE (DB:SAP) Arthur J Gallagher & Co. (NYSE:AJG) Contracted Labor Services, Inc. Ian Martin Limited Manpower B.V.

$1,000.0 -

www.redcapgroup.com

Integrated human resources solutions and workforce management HRM and payroll software solutions primarily in New Zealand and Australia Human resource BPO services in Germany Cloud and browser based payroll software solutions in the United Kingdom Employee benefits consulting services Web-based human resources software solutions

Human resource management, payroll, and time management solutions Enterprise feedback management software platform for organizations Employment assessments and HRM solutions Online recruitment software solutions to source candidates from job boards, social networks, and other channels Payroll outsourcing services Talent and performance management solutions for higher education and government sectors Cloud-based vendor management system Employee benefits consultancy services Human resource consulting services Online recruiting software and applicant tracking system Payroll consulting and staffing services in the Netherlands

Page I 4

Human Capital Management Announced Target/Issuer Date

Buyers/Investors

03/05/14

Corporate Benefit Consultants Inc.

Hub International of Illinois Limited

03/03/14

Groupe AST

Morneau Shepell Inc. (TSX:MSI)

02/28/14

Coldharbour Systems

02/26/14

Indentified, Inc.

02/26/14

Transaction Values

TEV / Revenue Major Business Focus [Target/Issuer] Consultancy services for organizations to plan, arrange, and manage employee benefits Human resources, occupational health and safety, and time management solutions in Canada Financial accounting and payroll, management reporting, call monitoring and time attendance solutions Web based social job searching network Human resources administration providing HR, personnel, and payroll management services Human resources outsourcing providing employee management services Time management software Human capital growth company providing behavioral research and management strategies Performance management and employee assessment solutions Management consulting and executive recruitment services

$28.9

1.60x

Civica

Workday, Inc. (NYSE:WDAY)

Compensation Solutions, Inc.

CoAdvantage, Inc.

02/26/14

Discovery Outsourcing, LLC

CoAdvantage, Inc.

02/11/14

ZICOM

GRÜN Software

02/11/14

Excelsior, Inc.

The Richmond Group USA, Inc.

02/05/14

PeopleMatter Group LLC

National Screening Bureau, LLC

02/03/14

The Segal Group, Inc.

McGraw Wentworth, Inc.

- Employee benefit consulting practice

01/30/14 01/29/14

Segal Waters Consulting Great Lakes Employee Benefit Services, Inc. Equitime HR That Works, Inc.

01/28/14

Travers, O'keefe & Associates Inc.

USI Insurance Services, LLC

01/23/14 01/21/14

Verisight, Inc General Electric Company (NYSE:GE)

12/24/13

DailyAccess Corporation API Healthcare Corporation Effective-People A/S and EffectiveLearning A/S Mountain West Benefits, Inc. Career Momentum, Inc. PeopleAnswers, LLC Enterprise Resources Technology Group The PSP Group, Inc.

12/16/13

Hodges-Mace Benefits Group, Inc.

12/13/13

02/03/14

01/17/14 01/14/14 01/10/14 01/08/14 01/06/14

Horizontal Software ThinkHR Corporation

GP Strategies Corp. (NYSE:GPX) Leavitt Group Enterprises, Inc. INFOR, Inc.

$4.6 $340.0 $200.0

- Business management software including HRM - Human resources consulting services f Benefits consulting, compliance support, employee support, and human resource services - Employee benefit services - Workforce management solutions for the healthcare industry Human resources consulting services and learning solutions for companies in Denmark - Benefits consulting company - Talent management and career development solutions - Cloud-based hiring assessments

AlfaPeople

- Technology, consulting and cloud solutions for businesses

- Payroll, human resource, and employee benefit solutions

- Employee benefits communication and enrollment services

Sentinel Benefits Group, Inc.

Abel HR Stone Point Capital LLC; Dowling Capital Partners HealthSmart Holdings, Inc.

12/13/13

Staffcare Limited

SimplyBiz PLC

12/11/13 12/10/13

nextSource Silkeborg Data QHR Corporation, Enterprise Management Solutions Division

H.I.G. Capital Axcel Management

12/09/13

Logibec

$18.8

- Employee benefit consulting and administration company Software as a service based employee benefits - communication software for public and private sector organizations in the UK - Workforce management solutions for customers worldwide - Payroll and staff administration systems for the public sector Management software including integrated payroll, staff scheduling and HR software Integrated software solutions for payroll, time management, 4.20x and HR management - On-demand human capital software and service solutions - Software for executive recruitment services Employee benefits, enrollment, and human resources consulting service Cloud-based service that automates the employee benefits enrollment process - Incentive administration solutions to the healthcare industr Human resources services including technical recruiting, - coaching and training, assessments and screening, and HR administration support services - Social human resources platform Human resource outsourcing and consultancy services in Germany - Remote workforce management solutions in New Zealand - Employee benefits design and consultation services - Employee benefits consulting services

11/20/13

P&I Personal & Informatik

11/18/13 11/12/13

Vana Group Inc. Talisman Software (Benelux)

Kallisto Neunzigste Vermögensverwaltungs FinancialForce.com, inc. Skillco

10/31/13

The Hanback Group, LLC

Regions Insurance Group, Inc.

10/31/13

Santéon, Inc., eBenefits Network

eBenefits Network, Inc.

10/22/13

IncentOne Inc.

WellTok Inc.

10/22/13

Employment Plus, Inc.

EmployBridge, Inc.

10/22/13

TribeHR Corp.

NetSuite Inc. (NYSE:N)

10/08/13

HCM Gilde GmbH

fidelis HR GmbH

10/07/13 10/03/13 09/11/13

Panztel Ltd. RJDutton, Inc. Capital Benefits Group

09/05/13

Frederick Bass & Co., Inc.

Care Monitoring & Management Ltd. Arthur J Gallagher & Co. (NYSE:AJG) Higginbotham & Associates LLC The Howard E. Nyhart Company Incorporated

08/20/13

Time Link International

Kronos

07/09/13 07/08/13 07/02/13 07/02/13

FCP Internet Holdings Limited TrustedID, Inc. Intelladon Corporation Ambrose Employer Group, LLC Professional Staff Human Resources S.R.L. HR Services, Inc. Advanced Productivity Software, Inc. PayRoll Business Connexion (Pty) Ltd., QDD Business KMS Software Company, LLC Computershare, Inc., RSSOne Product Serenic Corp. (TSXV:SER) Jobsepublic Incentives Advisors Hall Consulting Limited

Voyager Software Ltd Equifax Inc. (NYSE:EFX) Tribridge, Inc. TriNet Group, Inc.

$3.1 -

ManpowerGroup Spain

- Salaried staff compensation practices

Paychex, Inc. (NasdaqGS:PAYX) IntApp, Inc. ADP

- Applicant tracking and recruiting software - Time tracking and management, attendance tracking - Outsourcing service relating to the human resource

Arinso SA (Pty) Ltd. (nka:NGA Africa)

- Talent Management Services

SAP AG (DB:SAP)

- HCM software and OnBoarding solutions

Solium Capital Inc. (TSX:SUM)

- Recruitment services

Tax Credit Co. Mercer LLC

07/01/13 06/12/13 06/12/13 06/04/13 05/03/13 04/23/13 04/18/13 03/27/13 03/19/13 03/05/13 02/13/13

www.redcapgroup.com

$468.8 $0.5

$24.8 $11.8 -

- Employee benefits, actuarial, and compensation consulting Workforce scheduling, leave management, and labor activity software 2.2x Recruitment software - Online professional assessment and testing instruments Consulting and system integration services - Time managementand payroll functions -

Human capital management solutions Software for recruitment, selection etc. Negotiation, compliance management, and screening services Equity administration, accounting, and compliance

Page I 5

Human Capital Management Announced Target/Issuer Date

Buyers/Investors

Transaction Values

09/27/12 09/17/12

Nationstar Mortgage Holdings Inc. Solutionstar Settlement Services LLC (NYSE:NSM) Talent Management Services Equifax Inc. (NYSE:EFX) Performance Assessment Network, Spire Capital Partners, LLC Buyer Inc. Funds: Spire Capital Partners II, L.P. Corporate Resource Services, Inc. Summit Software, Inc. (OTCBB:CRRS) Groupe PCMS Harris Computer Systems, Inc. hkp///RemuNet Hostettler, Kramarsch & Partner AG Benefit Concepts WageWorks Corporate Focus Solium Capital Inc. (TSX:SUM) Diversified Industries CBIZ Travis Software Corp. Volaris Group Inc. Qqest Software Systems, Inc. Infinisource, Inc. Gettinghired, LLC Allegis Group, Inc. Expensewire Paychex Sendouts, LLC Bullhorn, Inc. Adata Software GmbH UNIT4 Business Software GmbH Octime SA Développement et Partenariat SA Leavitt Pacific Insurance CBIZ Mercer (Canada) Morneau Shepell Workday Services Aon Hewitt Orisoft Technology Berhad The Pruett Group CBIZ Strategic Employee Benefit Services CBIZ The Pruett Group, Inc. Kenexa IBM SelectMinds, Inc. Oracle Corporation (NYSE:ORCL)

09/14/12

Strategic Outsourcing, Inc.

TriNet Group, Inc.

09/09/12 08/23/12 08/13/12 07/27/12 07/27/12 07/10/12 07/05/12 07/02/12 07/02/12 06/20/12 06/11/12 06/01/12

XLScheduler AB K-log (Pty) Ltd. Automic Software GmbH Microtrading Ltd., Pegasus Business Xmbrace LPDR Ingénierie SARL PeopleCube Stoltz and Company SHL Goup IOB Folhamatic Group Prisme S.A. Coalition Development Ltd

05/28/12

Talent2 International Ltd.

05/15/12

empowHR, Inc.

05/13/12 05/10/12 04/26/12 04/17/12 03/28/12

03/08/12

Extend Health Primarily Care Accord Human Resources, Inc. Smart Computer Holdings WebApps FIT Technologies, Inc., SchoolOne Software SHPS HR

03/08/12

Sonar Limited

02/14/12 02/09/12 02/07/12 02/06/12 01/31/12 01/31/12 01/20/12 01/16/12

Tenrox, Inc. Taleo Dayforce OutStart TransitChek / TransitCenter SBC Systems OptiLink Ma Foi Consulting

Dolphin Software AS Stands Up Works Proprietary Limited EQT Partners AB CK Systems Ltd. Kirona Horizontal Software SAS Asure Software CBIZ CEB Sage Group plc (LSE:SGE) Lefebvre Software SA CRISIL Limited (BSE:500092) Allegis Group, Inc.; Morgan and Banks Investments Pty Ltd Quadrant 4 Systems Corporation (OTCPK:QFOR) Towers Watson CBIZ TriNet Group, Inc. Kronos Kronos O'Meara, Ferguson, Whelan, and Conway, Inc. ADP Cornerstone OnDemand, Inc. (NasdaqGS:CSOD) Upland Software, Inc. Oracle Ceridian Kenexa WageWorks Morneau Shepell Kronos ADP

01/16/12

datango AG

SAP AG (DB:SAP)

01/09/12 01/09/12 01/05/12 01/05/12

Paychex APC Workforce Solutions, LLC CBIZ WageWorks

12/20/11

Icon Time Systems WorkforceLogic LLC Advantage Benefit Planning Choice Strategies Advantage Benefit Planning Inc., Employee Benefits And Retirement Book Of Business PSA Insurance & Financial International Time Recorder Company Limited., Systems Division RFI Informatique, SA

12/15/11

2Catalyze Inc.

Salesforce.com, Inc (NYSE:CRM)

12/14/11

WG Ross Corporation Shanghai Infortech Software Development Co., Ltd.

ADI Software, LLC

$4.5

$0.2

02/07/13 02/06/13 02/04/13 01/31/13 01/23/13 01/21/13 01/07/13 01/07/13 01/02/13 12/31/12 12/18/12 12/14/12 12/03/12 11/28/12 11/22/12 11/08/12 11/06/12 11/01/12 10/22/12 10/03/12 10/02/12 10/02/12

03/27/12

01/05/12 12/21/11 12/21/11

12/12/11

www.redcapgroup.com

$12.5

TEV / Revenue Major Business Focus [Target/Issuer] 0.2x Suite of services for Rule 10b5-1 and Rule 144 management

- Proactive identity theft protection solutions

- HR outsourcing, payroll, and benefits

$19.8 $3.7 $1,307.1 $0.5 $271.6 $15.5 $660.0 $196.8 $44.5 $117.8 $2.5 $435.0 $13.5 $1,900.0 $83.9 $37.4 $6.0 $8.9 $19.9

7.9x Enterprise software applications -

Custom software solutions HR software solutions Employee benefits administration services Equity administration, financial reporting, and compliance Timekeeping, payroll systems, HRIS solutions Benefits mnanagements solutions Workforce and workplace solutions Internet based employment portal Expense report management Recruiting management software solutions HR management applications Software for optimizing human resources Employee benefits / retirement plan services Pension and benefits outsourcing SaaS-based solutions for Payroll, Worker Spend Human resource management systems Employee benefit and consulting services

- Employee benefit and consulting services 4.1x SaaS solutions to recruit, retain and develop employees - Social recruiting and community management solutions human resource solutions to small and medium-sized businesses - Workforce management and time registration systems - Cost management software 3.6x Business process automation solutions - Payroll services software business. - Appointment and workforce scheduling solutions - Software as a service for e-recruitment 1.6x Resource scheduling software - Insurance consultation services 3.1x Talent measurement solutions 3.7x Integrated business management software solutions - Human resources and consulting services 3.6x Enterprise solutions Human resource advisory, payroll, recruitment, and learning 0.4x services - Timekeeping, payroll systems, HRIS solutions 6.8x -

Medicare exchange Provides HealtheDividends, HealtheChoices Outsourced human resource management solutions Time and attendance, staff scheduling, etc HCM, Sales force automation, and process automation

- Student information software - HR and general management services Online performance management and succession planning software - Cloud PSA and project portfolio management solutions 5.7x Talent management software - Labor forecasting / scheduling / budgeting etc 3.5x Learning, knowledge sharing solutions 1.2x Tax-free commuter benefit programmes - Employee benefits administration software 1.4x Patient classification and staffing software - Recruiting services of office staffing Solutions to e-learning and electronic performance support sectors - Time and attendance, staff scheduling, etc - Workforce management software - Employee benefits and retirement services - Consumer driven health plans administration services

CBIZ

- Outstanding benefits consultation and customer services

CBIZ

- Actuarial and retirement plan consulting services

Synerion North America Inc.

- Time and attendance, staff scheduling, etc

Groupe Yoni

$50.6

- Human resources, analytics solutions Web-based social performance management platform solutions 1.6x Workforce management solutions - Human resource management software

Page I 6

Human Capital Management Announced Target/Issuer Date

Buyers/Investors

12/12/11 12/09/11 12/07/11 12/06/11 12/03/11 11/29/11

Empower HR Limited WorkPlace Systems Stanley Security Solutions (Pty) Ltd. Jobs2Web SuccessFactors RFLEX Progiciel

Fusion5 MS Limited LDC EOH Holdings Limited (JSE:EOH) SuccessFactors SAP TalentSoft SA

11/16/11

Tradição Tecnologia e Serviços Ltda.

11/14/11

10/13/11 10/13/11 10/10/11 10/03/11 10/02/11 09/26/11

Batrus Hollweg Worldwide Information Inc. and Employment Screening Profiles, Inc. W. Ray Wallace Open Wave Pty Ltd. The RightThing ADI Time eThority Inc. GMT Corporation

09/26/11

Censeo Corporation

Mercer LLC

09/21/11 09/19/11 09/14/11

Woodcote Software Limited Hefei Langji Technology Asparity Decision Solutions

09/08/11

Marke PersonalOffice

08/23/11 08/21/11 08/12/11 08/08/11 08/04/11 08/01/11

RSM McGladrey MYOB Holdings Pty Limited Zircadian The Janis Group, Inc. Ashbourne Assessment Multiple Benefit Services

08/01/11

Sistemas Bejerman SA

07/26/11

07/20/11

Thompson Dunavant NorthgateArinso UK Limited, Pension Business Comartis Group, Ltd.

Dillistone Group Plc (AIM:DSG) Pansoft ADP GIP Gesellschaft für Innovative Personalwirtschaftssysteme mbH McGaldrey & Pullen Bain Capital Private Equity Allocate Software Symphony Corporation Kenexa CBIZ Thomson Reuters Corporation (TSX:TRI) CBIZ

07/20/11 07/15/11 07/11/11 07/07/11 07/05/11 06/21/11 06/21/11 06/14/11 06/07/11 06/07/11 06/01/11

10/31/11

07/22/11

Transaction Values

3.9x 12.0x -

Kelly Services, Inc. (NasdaqGS:KELY.A)

$15.4

Kenexa

$17.2

$0.4

$7.1 $42.0

1.5x -

$6.3 $1.7 -

1.7x -

ADP Noble Systems Corporation ADP Asure Software TALX Corporation Verint Systems Inc. (NasdaqGS:VRNT)

$529.0 $1,251.8 $11.3 $1.9 -

Mahoney Associates Inc.

Mercer, Inc.

03/14/11 03/01/11

KaiZenHR Sdn Bhd Summit Payroll Services, LLC CyberShift, Inc. RosterOn Pty. Ltd. MenaITech Jobpartners REACH HR GlobalExpense CCLD Solutions RH Versult Group Nationwide Better Health, Inc., Productivity Solutions Division SMR HR Technologies Private Limited ePlan Services, Inc Principal Decision Systems Plateau Systems ikonami Limited Epicor Software Corporation Aquire, Inc. Allshare B.V., HR Solutions Division Access UK Limited Xi'an Foreign Enterprise Service Co. Ltd. Accession Technology LLC, Sage Software Business Jambok AdvancedMD

03/01/11

Syncova Solutions Limited

CPI-HR, Inc. SumTotal Systems, LLC Allocate Software plc. (AIM:ALL) Taleo ManpowerGroup Inc. (NYSE:MAN) Concur Technologies CCLD Recrutement SAS Ceridian Sedgwick Claims Management Services, Inc. SMR HR Technologies Sdn. Bhd. Paychex Kronos SuccessFactors Electric Word plc (AIM:ELE) Apax Partners LLP Peoplefluent, Inc. ADP Nederland BV Lyceum Capital Partners LLP Manpower Inc. (nka:ManpowerGroup Inc. (NYSE:MAN)) SilverSun Technologies, Inc. (OTCBB:SSNT) SuccessFactors ADP Advent Software, Inc. (NasdaqGS:ADVS)

02/10/11 02/07/11 02/01/11 01/31/11 01/31/11 01/14/11 01/13/11 01/06/11 01/05/11 01/05/11

interSoftware Recruitment Solutions Safe Computing Limited Ltd. API Healthcare Kronos Siemens IT Solutions and Services Atos S.A. (ENXTPA:ATO) GmbH Polaris Capital Group Co., Ltd.; Works Applications Co., Ltd. Polaris and Kabushiki Kaisha Karita & Company Aston Carter International Limited Allegis Group, Inc. Syfadis SA and Business Psychology Manpower Nouvelles Compétences Consultants SAS Apsylis S.A. Everwin SAS HumanConcepts, LLC, Certain Assets Insperity, Inc. (NYSE:NSP) Intraventure Limited Kallidus Limited GeoLearning SumTotal Systems

Payroll, retirement plans Staff administration Medical HR software solutions and consultancy services Human capital management solutions Selection and development programmes for managers Employee benefit consulting, support services

- Business taxation, accounting and audit, etc

03/18/11

2.4x -

- ERP and human resources software

Saba Software, Inc. (OTCPK:SABA)

03/26/11

- Wage and salary accounting software

$44.9

05/24/11 05/03/11 05/02/11 04/26/11 04/15/11 04/04/11 04/04/11 03/30/11 03/28/11

HR and payroll software Workforce management software Workforce data management solutions Recruiting solutions Performance and recruiting management e-recruitment and solutions Employment solutions including temporary staffing, permanent placement, executive search, and training Talent-management consulting company Background verification, applicant management, and human resource collaboration processes Retraining tax credit, job tax credit, etc Forecasting and staff scheduling solutions Recruitment process outsourcing solutions Time and attendance management SaaS Workforce analytics and planning solution Workforce management and optimization software Talent management consultancy, online leadership assessment products and services Software products for the recruitment industry HR software solutions Management of health care and employee benefits

Capita Employee Benefits Limited

05/25/11

TEV / Revenue Major Business Focus [Target/Issuer]

$60.2 $10.4 $111.9 $3,765.0 -

$4.4 $37.4 $23.0 $0.0 $15.2 $290.0 $3.6 $890.0 $80.2

- Pension administration software and services - Assessment and talent development solutions Health and welfare, qualified plans and executive benefit management, and consulting services - Human capital management systems - Payroll, HRM, and benefits administration - Workforce and expense management solutions 1.1x Rostering, time and attendance solutions - Human capital information systems - Talent management software solutions - Temporary employee placement services 4.6x Expense management for employee T&E - HR management software solutions - Workforce management and enterprise mobility - Employee productivity software solutions 4.8x 1.8x

HR development and management solutions Employer-sponsored retirement plans management Workforce scheduling software Talent management software Workforce management solutions Human capital management software Workforce planning and management solutions Benefit and Payroll Time, Tracking and Scheduling Software Recruitment, development, training, talent management

- Staffing and other human resource services

- human resource and payroll

$9.8 $25.0

- Social learning platform - Health record and practice management software - Margin management and analysis solutions

- recruitment software solutions

- Healthcare specific workforce management solutions

$1,287.8

- Human resources management

$311.2

0.8x Personnel and payroll software

- IT recruitment and staffing services

- Training management technique platform

$12.0 -

Resources, skills, scheduling, timesheet, expenses etc. Workforce analysis software. Talent and performance management software Learning management software

Source: Capital IQ (in $ millions)

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Page I 7

Human Capital Management Public Market Valuation Trends The custom HCM index has been about in-line with the broader indices, S&P500, NASDAQ and MSCI US IT during the first half of the period between 01/01/2011 to 09/18/2014. However, the custom HCM index shows a steady break-out since the first quarter of 2013, when it has largely outperformed the broader indices, driven by the improving US economy. The custom HCM index to a large extent mirrors the stock performance of Automatic Data Processing (ADP), which has the highest weight. Despite being dragged by weaker stock performance by Paychex and Towers Watson, in the past year, the custom HCM index has tracked ADP’s stock performance, gaining by about 13%. We note that the biggest gainer in the past one year has been P&I Personal & Informatik, rising by more than 40%, partly reflecting the company’s acquisition (mentioned in the M&A section) and also a strong set of results and financial guidance. Custom HCM Index vs. Benchmark Indices 200.0

175.0

150.0

125.0

100.0

Custom HCM Index

NASDAQ

1-Jul-14

1-Sep-14

1-Mar-14

1-May-14

1-Jan-14

1-Nov-13

1-Jul-13

S&P500

1-Sep-13

1-Mar-13

1-May-13

1-Jan-13

1-Nov-12

1-Jul-12

1-Sep-12

1-Mar-12

1-May-12

1-Jan-12

1-Nov-11

1-Jul-11

1-Sep-11

1-Mar-11

1-May-11

1-Jan-11

75.0

MSCI US IT

Source: Thomson Reuters and News

* The Custom HCM Index is a market-capitalization weighted index created by us to chart the performance of prominent publicly listed global human capital management software companies. We have changed the methodology for calculating the custom HCM index by including WageWorks and Workday in our list of constituents. Further, we have introduced daily rebalancing for the period. The major constituents of the Custom HCM Index by weight at the end of the period are as follows: Automatic Data Processing (37.9%), Workday (15.5%), Paychex (14.7%), Towers Watson (7.4%), Concur Technologies (6.8%) and ManpowerGroup (5.6%).

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Page I 8

Human Capital Management

Multiples Snapshot Company Name

Share Price Mkt. Cap

EV/Revenue 2014E

2015E

EV/EBITDA 2014E

P/E

2015E

2014E

LT EPS 2015E

Growth (%)

Human Capital Management Software Companies Advent Software, Inc.

32.33

Automatic Data Processing, Inc.

83.88

Barrett Business Services Inc.

43.82

CBIZ, Inc.

1,906

4.7x

4.5x

14.9x

13.8x

23.1x

20.6x

16.5%

40,339 40,707

1,667

3.2x

3.0x

15.8x

13.5x

25.7x

22.8x

11.0%

240

0.1x

6.5x

5.4x

13.7x

10.9x

22.7%

315

8.07

410

615

0.8x

n.m

14.8x

12.3x

13.5%

126.82

7,233

7,091

9.7x

7.8x

61.3x

47.2x

174.8x

110.0x

19.0%

Cornerstone OnDemand, Inc.

37.39

1,996

1,977

7.3x

5.4x 628.9x

95.6x

n.m

33.3%

Insperity, Inc.

27.91

711

499

0.2x

7.4x

6.0x

27.6x

20.4x

15.0%

Kelly Services, Inc.

16.76

631

657

0.1x

9.4x

5.7x

24.2x

9.8x

15.0%

ManpowerGroup Inc.

75.24

5,998

5,889

0.3x

7.1x

6.4x

14.0x

12.4x

12.2%

5.72

508

681

0.9x

7.0x

6.4x

22.9x

12.0%

Morneau Shepell Inc.

14.56

699

985

2.0x

1.8x

10.6x

9.9x

20.3x

17.0x

n.a

P&I Personal & Informatik

92.47

696

648

n.a

n.m

n.a

Paychex, Inc.

42.96

15,602 15,051

5.8x

5.4x

13.4x

12.4x

24.2x

22.3x

9.9%

Paycom Software, Inc.

18.99

969

983

6.8x

5.3x

45.2x

29.8x

126.6x

62.6x

23.6%

Paylocity Holding Corporation

21.08

1,045

966

7.8x

6.1x 1027.2x 238.7x

n.m

531.4%

The Ultimate Software Group, Inc.

148.06

4,184

4,103

8.1x

6.6x

34.1x

26.4x

69.6x

54.3x

27.2%

Towers Watson & Co.

104.54

7,340

6,729

1.9x

1.8x

9.8x

9.4x

18.5x

19.2x

9.8%

TriNet Group, Inc.

27.18

1,879

2,354

1.1x

0.9x

13.6x

11.8x

23.9x

19.3x

17.5%

WageWorks, Inc.

45.81

1,612

1,271

4.8x

3.9x

18.2x

14.8x

48.0x

39.2x

16.7%

Workday, Inc.

89.05

16,563 15,226

19.8x

13.5x

n.m 663.7x

n.m

38.3%

Concur Technologies, Inc.

Monster Worldwide, Inc.

Count

Average

4.5x

3.6x 113.6x

67.6x

42.0x

29.8x

46.9%

Median

3.2x

3.0x

12.9x

24.1x

20.5x

16.6%

13.6x

(Source: CapIQ, as of September 19, 2014, on calendar year basis) Figures in USD mn except share price n.m. denotes “non-material“; n.a. denotes “not applicable”

We note that the market bestows rich valuations on the smaller cloud-based HCM solutions providers, reflecting investor confidence in such stocks generating robust top-line growth on greater adoption of such offerings across segments and also from the rapid margin expansion potential. As an example, cloud-based HCM players such as Workday, Cornerstone OnDemand and The Ultimate Software Group trade at relatively rich valuations of 19.8x, 7.3x and 8.1x, respectively, on consensus calendar year (CY) 2014E EV/Revenue (industry median: 3.2x). In contrast, the traditional HCM solutions providers and staffing services providers continue to trade at a discount to the cloudbased players on their relatively lower margin growth profile. As an example, traditional HCM solutions provider, Automatic Data Processing and staffing services provider, Kelly Services trade at 3.2x and 0.1x, respectively on consensus CY 2014E EV/Revenue.

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Page I 9

Human Capital Management IPO activity in 2014 The primary market saw renewed activity in the HCM space in the first half of 2014, with the IPOs of Paylocity Holding, TriNet and Paycom Software. Paylocity IPO In March 2014, Paylocity Holding, a cloud-based provider of payroll and HCM software solutions targeting mid-sized firms issued its IPO at a price of $17/share, above the expected range of $14$16 per share. The company expected to utilize the proceeds from the IPO to repay debt, working capital, and other corporate purposes. The company’s IPO was valued at a steep 9.3x revenue (LTM December 2013) and 155.3x LTM adjusted EBITDA. Despite the high valuations, Paylocity’s stock soared on the first trading day, opening at $31/share to register stellar gains for its IPO investors, before being pulled back on profit booking to $24.04 at the close of the day, to net a still respectable 41.4% jump over its IPO price. Paylocity is a leading provider of on-demand payroll and HCM solution for middle-market employers, embodying a new wave of SaaS companies. The success of its IPO represents the growing trend and demand for direct sale and simple solutions for smaller companies with workforces between 20 and 1,000 employees. TriNet IPO In March 2014, TriNet, a cloud-based provider of HR solutions including payroll processing, benefits and workers compensation insurance, started trading as a public entity, after having filed its IPO prospectus in November 2013. The company planned to utilize the proceeds from the share sale to repay part of its $215 million debt. TriNet raised $240 million through the sale of 15 million shares at $16 per share, the mid-point of its IPO price range of $15-$17 per share. Underwriters had the option to purchase upto 2.25 million shares from selling shareholders at the IPO price, after deducting the underwriting discount. The IPO valued TriNet at $1.0 billion, although the valuation at 0.7x Price-to-2013 revenue and 8.1x Price-to-2013 adj. EBITDA appeared very reasonable. On the first trading day, TriNet closed at $19.10 per share, 19.4% above its IPO price. The company’s stock price has been on a roll since then, as it reported very strong Q1 and Q2 results, followed by earnings upgrades and a secondary common share offering. The stock also reached close to $30 per share mark, before pulling back a little, recently closing at $27.29 on September 18, 2014. Paycom Software IPO In a delayed debut listing, Paycom Software came out with its IPO in April 2014 at $15/share, well below the mid-point of the company’s $19/share forecasted price range. Paycom together with some existing shareholders sold 6.6 million shares at a valuation of 7.1x Price-to-2013 revenue and 38.9x Price-to-2013 adj. EBITDA, which was still relatively lower than the multiples for Paylocity’s IPO. Despite the relatively lower IPO valuations, Paycom’s stock received a lukewarm response, opening at $17.90/share and gaining by just 2.3% at the close of its first trading day. Paycom’s stock has fallen below its IPO price in the interim, but has since retracted and surpassed its IPO price after posting strong Q2 2014 results and improved street earnings expectations. Paycom’s share price recently closed at $17.89 on September 16, 2014, from an all-time low of $12.41 in July. Similar to Paylocity, Paycom’s SaaS platform for payroll and HCM solutions, poses a disruptive force to the industry, and room for future growth and higher valuations as it tackles the medium-sized employers.

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Page I 10

Human Capital Management Private Financing Overview (2010 - 2014 YTD September) Over the period 2010-2014 (YTD September), the private financing deals reached 136 in volume terms and clocked $2.6 billion cumulatively during the corresponding period.

Private Financings Summary (January 2009 - September 2014) Year

# of Deals

% of Total

Total capital Raised

% of Total

Avg. Deal size

2014 (YTD September)

23%

1,056

40%

45.9

2013

21%

144

7.2

2012

21%

562

22%

29.6

2011

21%

445

17%

24.7

2010

15%

407

16%

23.9

Total

136

100%

2,614

100%

19.2

Source: Capital IQ Total Capital Raised figures in $ millions

The number of private financing deals has remained virtually flat for three years from 2011 to 2013. In 2014 (YTD September), the run-rate for the number of deals has jumped, surpassing the previous high of 29, with about three months still to go. Amongst the private financing deals announced for the period 2010-2014 (YTD September), the year 2010 accounted for just 15% of the deals, compared to more than 20% for the other years. The year 2012 accounted for 22% of the total deal values for the period 2010-2014 (YTD September), reaching $562 million from $445 million in the previously year. Similar to the trends witnessed in M&A, the average deal size of private financing deals moderated to $7.2 million in 2013 from $29.6 million in 2012. However, 2014 YTD has witnessed a resurgence in deal activity, with the deal volume, value and average deal size at their highest levels since 2010. The deal volumes jumped to 31, while deal value crossed the crucial $1 billion mark and accounted for 40% of the cumulative deal value during the close to five-year period. The largest and probably the most significant deal in 2014 YTD is the $750 million recapitalization by Blackstone Group and Singaporean sovereign wealth fund GIC for a 44% stake in Kronos, a provider of workforce management solutions. The deal valued Kronos at approximately $4.5 billion, including debt. The deal expanded Kronos’ investor base as it sought to expand into Asia. While financing activity in the HCM space fell off in 2013, activity has been relatively robust in the remaining periods. The lean financing activity in 2013 is mirrored by the size of the largest deal during the year at just $35 million for Hodges-Mace Benefits Group, a provider of employee benefits communication and enrollment services. We expect M&A activity in the HCM space to remain strong as software players seek to gain high growth and high margin offerings at reasonable valuations in a highly fragmented market. Moreover, with enterprise customers placing increasing importance on the benefits of outsourcing HCM solutions including workforce analytics, productivity improvement and talent management, we believe more M&A and private financing deals will be consummated at increasingly richer valuations.

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Page I 11

Human Capital Management

Global Private Financings Deals - Human Capital Management (2011 to 2014 YTD September) Announced Target/Issuer Date

Round of Financing

Amount

Buyers/Investors

08/18/14 08/12/14

Switchboard Labs, Inc. Bravo Wellness, LLC

$22.0

08/05/14

Hireku Inc.

$15.0

07/03/14

DayNine Consulting, Inc.

$20.0

- Pamlico Capital

06/27/14

erecruit Holdings, LLC

$25.0

- North Bridge Venture Partners

06/04/14

Aasonn, LLC

$20.0

- LLR Partners Inc.

06/02/14 05/30/14

MC2 Consulting Services, Inc. HighRoads, Inc.

05/28/14

Zenefits Insurance Services

$66.5

05/28/14

AtmanCo Inc. (TSXV:ATW)

$0.638

05/20/14

PerformYard, Inc.

- CIT GAP Funds; Capital A Partners

05/19/14

HCI Human Capital Institute, Inc.

- Education Growth Partners LLC

05/16/14

Timeful Inc.

05/16/14

Enrollment Advisors, Inc.

05/15/14 04/23/14

NCS&A Co., Ltd. (TSE:9709) WorkForce Software, Inc.

04/22/14

EV Holdings, Inc.

$3.0

- -

04/17/14

PeopleGoal Inc.

$0.1

- AngelPad

04/08/14

Workforce Insight, Inc.

04/02/14

bswift, LLC

04/02/14

People Corporation (TSXV:PEO)

$9.4

04/01/14

ThinkHR Corporation

$3.0

03/05/14

GuideSpark, Inc.

02/25/14 02/20/14 02/19/14

Kairos Inc. Kronos Incorporated Switchboard Labs, Inc.

02/10/14

CultureIQ, Inc.

01/15/14

PerformYard, Inc.

01/09/14

PlanSource Holdings, Inc.

01/08/14

thisCLICKS LLC

01/03/14 12/04/13 12/04/13 12/03/13 11/19/13

Resourcing Edge, Inc. Bolt HR LLC Intellinote, Inc. Hodges-Mace Benefits Group, Inc. Training Orchestra

10/16/13

Justworks, Inc.

09/18/13

Visage Mobile, Inc.

09/12/13

TalentSoft SA

$20.0

08/20/13

NatureShare

$3.8

08/12/13

SilkRoad Technology, Inc.

$16.0

08/01/13 07/15/13 07/05/13

LG Sistemas CreamHR Nigel Frank International Limited

$32.8

06/28/13

TicTasks, Inc.

$3.8

Seed

06/04/13 04/23/13 03/21/13 03/14/13 02/21/13 02/20/13 02/19/13 02/05/13

Think Systems, Inc. HealthCare Impact Associates, LLC ClearFit, Inc. activ8 Intelligence Limited Thirsty Horses Ltd PayrollHero.com PTE. LTD. ClearFit, Inc. Ubiposting SAS

$2.0 $7.0 $0.5 $0.8 $1.0 $1.1 -

1 Seed -

www.redcapgroup.com

$6.0

$6.8

- Audrey Capital 1 ABS Capital Partners Birchmere Ventures; Innovation Works; Rincon Venture 3 Partners; Volition Capital LLC; Blue Cloud Ventures

- Moelis Capital Partners LLC - Institutional Venture Partners; Triple Point Investment 2 Management LLP; Andreessen Horowitz LLC; SV Angel; Hydrazine Capital - -

Kleiner Perkins Caufield & Byers; Pitango Venture Capital; 1 Khosla Ventures; Grade-A Investments; Data Collective; Greylock Partners

- Century Capital Partners

$0.03 -

- - Insight Venture Partners

$51.0

$15.0 $1.2 $750.0 $20.0 $2.0 $12.0 $4.0 $3.7 $4.3 $35.0 $3.4 $1.0

- Baird Capital Partners - Great Hill Partners, LLC - - SaaS Capital, Inc. 2 IDG Ventures; New Enterprise Associates; Storm Ventures LLC 1 True Ventures; venVelo LLC - The Blackstone Group L.P. (NYSE:BX); GIC Pte. Ltd. 1 Kleiner Perkins Caufield & Byers; General Catalyst Partners - Seed CIT GAP Funds 2 Timucuan Asset Management, Inc.; Lemhi Ventures, Inc. 1 e.ventures; Greycroft Partners LLC; Arthur Ventures 1 -

The Central Valley Fund New York City Investment Fund Manager, Inc. Boulder Ventures Limited; Grotech Ventures A Plus Finance SA

Seed Index Ventures; Daring Journey Ventures LLC

Concur Technologies, Inc., Investment Arm, Concur Perfect Trip Fund Highland Capital Partners; Bpifrance Investissem*nt Monster Worldwide, Inc., Vermont Center for Emerging Technologies, Investment arm, Vermont Technology Seed Capital Fund, L.P. Azure Capital Partners; CrossLink Capital, Inc.; Foundation Capital; Intel Capital; Keating Capital, Inc. H.I.G. Capital, LLC BDC Venture Capital ISIS Equity Partners LLP; HSBC Bank plc Greylock Partners; Founder Collective; Andreessen Horowitz; Kapor Capital GrandBanks Capital Inc.; Relay Ventures Midven Limited; Catapult Venture Managers Limited Enterprise Ventures Limited; The North West Fund The Futura Corporation; LX Ventures Inc.; 500 Startups Relay Ventures Nord Capital Partenaires SAS

Major Business Focus [Target/Issue] Payroll management services through an online website Designs outcomes-based wellness incentive programs Recruiting software Workday enterprise services for deploying and optimizing workday human capital management, workday payroll, and workday financial management Staffing firm management solutions Enterprise human resource and talent management cloudbased solutions Timekeeping solutions for the payroll industry Human resource and supply chain management solutions Payroll and benefits management, human resource, and insurance brokerage services Recruitment and organizational development Performance management software for employees and teams Strategic talent management services for professionals and executives Application to manages people’s time Benefits communication and enrollment, employee education, and benefits administration services Information technology products and services Software and SaaS based workforce management solutions Web-powered employee screening solutions and support systems Collaborative employee performance management software Workforce management consulting and implementation services Software and services that streamline benefits, HR, and payroll administration Employee benefits, group retirement, and human resource services in Canada Cloud-based human resource and compliance solutions Benefits and open enrollment communication, new hire training/pre-hire training, and financial wellness services Cloud based application way to manage workforce Workforce management solutions in cloud Payroll management services through an online website Software to measure corporate culture to improve employee satisfaction and engagement for the healthcare industry Performance management software for employees and teams Software-as-a-Service provider developing benefits administration and human resource management software solution Software applications for workforce and payroll management Human capital management solutions Human resource support software Cloud-based workforce operations management solution Employee benefits communication and enrollment services Training management software Self-service HR, payroll, and workforce management solutions for startup businesses Spend management, workforce allocation SaaS based talent management solutions Digital media publisher Cloud-based, end-to-end HR solutions HR support software solutions Psychometric pre-employment assessment Recruitment services to Microsoft partners Mobile job search applications Training and learning management systems Benefits management solutions Hiring solutions HR analytics solutions Organisational development software Cloud-based time, attendance, scheduling, and payroll app Hiring solutions Talent acquisition software

Page I 12

Human Capital Management Announced Target/Issuer Date 01/31/13 01/30/13 01/22/13 01/18/13 01/15/13

CreamHR IntApp, Inc. Congruent Solutions Private Ltd CareerVita India Pvt. Ltd. 15Five, Inc.

01/15/13

LiquidSpace, Inc.

01/09/13 12/31/12 12/31/12 11/30/12 11/19/12

Vertical Computer Systems Inc. ClearFit, Inc. JobApp Network, Inc. CERTPOINT Systems Inc. PageUp People Pty Ltd

10/25/12

Round of Financing

Amount $0.04 $1.5 $1.0

Seed

$7.3

$1.8 $1.7 $0.02 $10.0

Hireku Inc.

$2.1

10/22/12

Gigwalk, Inc.

$6.0

10/10/12 09/21/12 09/07/12 08/15/12

$5.3

06/27/12 06/13/12

Insight Global, Inc. Bodet SA Connect Technology Group Limited Complete Holdings Group, Inc. Shanghai Infortech Software Development Co., Ltd. Kirona Solutions Limited Azendoo SARL SimplicityVMS Inc. FastTrack Pty. Ltd. Towers Watson Capital Markets, Inc. Motivation Science Inc. ManpowerGroup Inc.

05/23/12

QPC Limited

05/08/12 05/07/12 04/30/12 04/25/12 04/24/12 04/10/12

RolePoint Inc. CVIVE B.V. ISG Holdings, Inc. Symbius Financial, Inc. Ciklum ApS Volometrix, Inc.

$0.02 $4.5 $0.2 $4.9

03/28/12

SilkRoad Technology, Inc.

$35.0

01/25/12 01/06/12 12/31/11 12/31/11 12/31/11 12/19/11 11/30/11 11/30/11

Tango Health, Inc. Hackruiter activ8 Intelligence Limited CVIVE B.V. Gigwalk, Inc. Mattersight Corporation InnovizeTech Software Pvt. Ltd. Kirona Solutions Limited

$4.0 $0.2 $4.2 $10.2 $0.9 $7.8

11/30/11

TalentSoft SA

$13.2

11/23/11 11/18/11 11/15/11 10/18/11 09/30/11 09/20/11 08/24/11 07/11/11 06/30/11 06/21/11 05/09/11 05/09/11 04/29/11 04/21/11 04/14/11 03/31/11 03/14/11 03/01/11 02/25/11 02/03/11 02/01/11 01/12/11

WorkForce Software, Inc. SEED Infotech Ltd. CERTPOINT Systems Inc. CallCopy, Inc. Asure Software, Inc. Infinisource, Inc. Taptera Inc. SIA "AGroup" IOB Folhamatic Group Core Mobile Networks, Inc. Contech Systems, Inc. LiquidSpace, Inc. Hireku Inc. Complete Holdings Group, Inc. Red Rover Technology, Inc. HighRoads, Inc. LearningGuide Solutions B.V. Aon Finance N.S. 1, ULC StrataCare, Inc. BrightArch AS Empower Software Solutions, Inc. Kallidus Limited

08/14/12 07/31/12 07/10/12 07/10/12 07/04/12 06/28/12

$1.6 $0.04 -

$3.6

$17.0 $6.4 $3.8 $6.5 $3.2 $2.0 $2.1 $3.8 $0.7 $1.2 $0.02 $6.0 $355.6 -

Major Business Focus [Target/Issue]

Communitech Corporation, Investment Arm Great Hill Partners, LLC Fulcrum Venture India Blume Venture Advisors Richmond Global; 500 Startups Greylock Partners; Steelcase Inc.; GPT Group; CBRE Group, Inc.; Shasta Ventures; FLOODGATE Relay Ventures Frontier Capital LLC Hudson Ventures Accel-KKR LLC Birchmere Ventures; Salesforce.com, Inc; Innovation Works; Rincon Venture Partners; ff Venture Capital August Capital; Greylock Partners; SoftTech VC; Harrison Metal Capital; Founder Collective Ares Management LLC Ouest Croissance SCR AXM Venture Capital Limited SSM Partners; Nashville Capital Network, Investment Arm

Psychometric pre-employment assessment Time capture and application integration software Pension solutions Virtual placement management solutions Employee feedback system Workspaces sharing application Payroll and HR software Hiring solutions Web-based hiring management solution Corporate training software SaaS-based talent management platform Social recruitment solutions On-demand mobile workforce solution Staffing solutions Time and attendance,workshop management solutions Time and attendance solutions Compensation revenue solutions

- NTT Data Corporation

Human resource management

LDC Ltd. 1 Halisol - Communitech Corporation, Investment Arm - Harbert Management Corporation, Australian Private Equity

Field force automation solutions Social task management solutions Temporary workforce solutions Recruitment software systems

$22.8 $0.03 $460.5

Buyers/Investors

Seed Tech Wildcatters - Finance Wales plc 1

2 Seed 1

1 1

1 1 1 1 Seed Seed -

AngelPad Industriebank Liof NV SV Life Sciences Advisers, LLC Alanco Technologies Inc. Horizon Capital Shasta Ventures Azure Capital Partners; CrossLink Capital, Inc.; Foundation Capital; Intel Capital; Keating Capital, Inc.; NTT Investment Partners Inc. (nka:NTT Docomo Ventures, Inc.); Tenaya Capital S3 Ventures Founder Collective; SV Angel Midven Limited Industriebank Liof NV Technology Crossover Ventures; Investor Growth Capital Seed Enterprises LDC Ltd. Bpifrance Investissem*nt, Alto Invest, Seventure Partners, Banque Populaire Innovation 14, FCPI, FSN PME, le Fonds Ambition Numérique, FCPR, BP Innovation 15 FCPI Triangle Capital Corporation; K1 Investment Management, LLC AA Development Capital Investment Managers (Mauritius) LLC Wheatley Partners, L.P. Edison Venture Fund Red Oak Partners, LLC, Red Oak Fund, LP Accel-KKR LLC Salesforce.com, Inc AS BaltCap Insight Venture Partners Citrix Systems, Investment Arm enVista, LLC Shasta Ventures; FLOODGATE Innovation Works; Rincon Venture Partners; ff Venture Capital SSM Partners TechStars, LLC Massachusetts Capital Resource Company Edison Venture Fund ISG Holdings, Inc. Kima Ventures Lake Capital WestBridge Fund Managers Limited

Benefits, talent management Staff wellness engagement platform Talent based outsourcing services Workforce optimization, and capability management systems Employee referral software Video-based recruitment system Bill review and managed care programs Financial wellness solutions Hiring and performance appraisals solutions Enterprise analytic applications Cloud-based, end-to-end HR solutions Health benefits management solutions Recruitment services HR analytics solutions Video-based recruitment system On-demand mobile workforce solution Enterprise analytics services Employee performance measurement software Field force automation solutions SaaS based talent management solutions Workforce management solutions Training, staffing, and consulting company Corporate training software Workforce optimization solution suite Cloud-based time and labor management solutions Integrated HCM platform Mobile employee directory application HR management and payroll solutions Payroll solutions Employee data access solutions Hiring solutions Workspaces sharing application Social recruitment solutions Compensation revenue solutions Employee productivity platform Benefits management and benchmarking solutions Electronic performance support solutions Human resource solutions and outsourcing services National bill review software solutions Organizational transformation software solutions Integrated HR suite Learning, performance, and talent management solutions

Source: Capital IQ (in $ millions)

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Human Capital Management

Redwood Capital Group is an investment banking firm serving the technology, communications, media, business services and other growth industries. The firm focuses on mergers & acquisitions, corporate finance, restructuring and valuation advisory services for its clients worldwide. Redwood has offices in New York, Los Angeles and Geneva and via its LD&A Redwood Joint Venture, fully-staffed offices in London, Paris, Munich and Berlin, as well as a presence in Milan through its Strategic Alliance with Livolsi & Partners. Additional information can be found at www.redcapgroup.com.

New York

Los Angeles

950 Third Avenue 20 Floor New York NY 10022

1100 Glendon Avenue Suite 905 Los Angeles CA 90024

Tel: +1 212 508 7100

Tel: +1 310 696 4001

Fax: +1 212 508 7102

Fax: +1 310 507 0263

Geneva

Milan (Strategic Alliance)

17 Rue du Cendrier 1202 Geneva Switzerland

Livolsi & Partners Largo Augusto, 3 20122 Milan Italy

Tel: +41 (22) 518 07 83

Tel: +39 (02) 777 991

Fax: +41 (22) 839 72 49

Fax: +39 (02) 777 993 90

Paris (Joint Venture)

London (Joint Venture)

8 rue Halévy 75009 Paris France

42 Brook Street, London W1K 5DB United Kingdom

Tel: +33 1 58 18 39 00

Tel: +44 20 7112 7777

Fax: +33 1 53 43 09 76

Fax: +44 20 7900 2329

Munich (Joint Venture)

Berlin (Joint Venture)

Theatinerstr. 42, 80333 München Germany

Torstr. 33, 10119 Berlin, Germany

Tel: +49 89 1490 265-25

Tel: +49 30 60 9889 070

Fax: +49 89 1490 265-13 www.redcapgroup.com For Information: James Holzer

Kelly LaRotonda

Partner, Redwood Capital Group

Associate, Redwood Capital Group

[emailprotected]

212.508.7103

212.508.7104

Copyright 2014 Redwood Capital Group LLC. Redwood Capital is the marketing name for Redwood Capital Group and its subsidiaries. All securities transacted through RCG, LLC member FINRA/SIPC, a wholly-owned subsidiary of Redwood Capital Group. Additional information can be found about FINRA at www.finra.org and SIPC at www.sipc.org. This report is published solely for informational purposes and is not to be construed as an offer to sell or the solicitation of an offer to buy any security. The information herein is based on sources we believe to be reliable but is not guaranteed by us and we assume no liability for its use. Any opinions expressed herein are statements of our judgment on this date and are subject to change without notice.

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