J.P.Morgan Software Investment Banking

Illustrative sponsor ability to pay analysis Illustrative sources and uses at $40 / share (-35% premium), Smm Sources Uses Existing cash Existing debt Transaction debt Purchase equity New equity Minimum cash Transaction cost Total sources $129 2,250 5,121 2026E EBITDA margin $7,499 Total uses Revenue CAGR vs. EBITDA margin 20% required IRR ☐ 22.5x exit EBITDA multiple Implied offer price / offer premium Revenue CAGR 2020A-2026E 11.0% ▲ 13.0% 40.0% $34.50 / 16% 42.5% 36.50/23% 45.0% 38.50/29% $915 6,455 50 80 $7,499 15.0% $38.75/30% $43.50 / 46% 43.25/45% 41.00/38% 46.00/54% 48.50 / 63% J.P.Morgan Note: Share prices rounded to the nearest $0.25; Based on adjusted street case: Offer premiums reflect with respect to share price as of 4/29/21 Assumes transaction entry date of 12/31/21 and exit of 12/31/26, leverageable EBITDA of $300mm Illustrative pro forma cap. at $40 / share (-35% premium), $mm Leverageable EBITDA Cash Revolver Term Loan B Senior unsecured Total debt New equity Total capitalization 2026E EBITDA margin Exit EBITDA multiple vs. EBITDA margin ☐ 20% required IRR ☐ 13.0% revenue CAGR (2020A-2026E) 40.0% Amount $50 Implied offer price / offer premium 42.5% 1,500 750 45.0% $2,250 $5,121 $6,598 Street '20A-23E CAGR: 12% Street '23E margin: 38% 37.00/24% 39.00/31% % cap 1% 23% 11% 34% 78% 100% FV/EBITDA exit multiple (1-year forward) 20.0x 22.5x 25.0x $35.00/ 18% 41.00/38% 5.0x 2.5x 7.5x 17.1x 22.0x $38.75/30% $42.50/43% 43.25/45% 45.00/51% 47.50/60% 34

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