SaaS for Asia - broad perspectives_2H2017

1. CONFIDENTIAL
Software as a Service – broad
perspectives for Asia
August 2017

2. CONFIDENTIAL
We are pleased to present our 2017 Asia software industry
overview
▪ In the following slides we have synthesized our views on the key themes in Asia software, particularly ASEAN
▪ With even legacy software vendors going the cloud route, software has been seeing a 180 degree turn towards a
subscription model. Software-as-a-service is perceived as a continual growth focused approach for software
companies and the growing investor comfort in SaaS investments implies that this is an ideal time for companies to
raise funding or acquire other companies to enhance their capabilities
▪ ComCap is a premier boutique investment bank focused on the intersection of commerce and capital, with key
subsectors including B2C ecommerce, B2B SaaS, B2B services for retail (IT and marketing services, fulfillment and
logistics and call center), payments, marketplaces and digitally native brands
▪ Headquartered in San Francisco with a presence in Singapore, our firm works with mid-cap public companies on
buyside initiatives, and with public and private growth companies on equity financings and strategic M&A
▪ In addition to being the only boutique focused exclusively on disruptive commerce models, we differentiate by
bringing bulge bracket techniques to emerging models, a strong and uncommon buyside/strategy practice, deep
understanding of industry drivers and synergy analyses, deep relationships across the sector and worldwide
coverage with closed transactions in the United States, Japan, China, the ASEAN region, Western and Eastern
Europe and Latin America
▪ If you'd like to connect with us over the phone and/or meet in person to discuss your strategic initiatives, please
contact us:
2
$ refers to United States Dollar;icons source:flaticons and other free sources
Fermin Caro
Director
Aron Bohlig
Managing Partner
M: +1 415-235-8270
E: aron@comcapllc.com
Steve Terry
Managing Director
Matt Nemer
Managing Director
Swetha Vijay
Director
M: +65 9326-4726
E: swetha@comcapllc.com
Carlos Gonzalez
Director

3. CONFIDENTIAL
Index
Asia software overview1
Appendix A: Precedent transactions3
ComCap overview2

4. CONFIDENTIAL
Asia software overview1

5. CONFIDENTIAL
Increasing investor interest in SaaS business models
Small & medium enterprises (SMEs) are driving SaaS adoption in Asia
Disrupted on-premise traditional vendors have ventured /are venturing into the SaaS space
SaaS going vertical or industry specific
APIs & micro-SaaS providing new business opportunities for developers
SaaS based marketplaces are expected to rise; with unbundling of SaaS
Mobile first SaaS approach gaining traction
Small but growing trend from SaaS to PaaS
5
4
7
1
2
3
6
5
Asia SaaS – Key themes for 2017
8

6. CONFIDENTIAL
Percent of SME contribution to economy Over 97%of enterprises in APEC economies are SMEs
On Premise / License model SaaS model
× CapEx: Large upfront capital outlay, hence
upfront risk
× High license fees
✓ OpEx: subscription model of payment makes it afforable
✓ Regular updates
✓ Small in-house IT team required as centralized offsite management of
application maintenance, upgrade management and infrastructure
provisioning
6
Small businesses are driving SaaS adoption
ProsofaSaaS
modelfor
customers
SME’s play a significant role in driving growth and employment
1
Source: APEC policy brief
With 97% of businesses in Asia Pacific falling in the small business category, the SaaS model has high potential
77%
56%
84%
78%
70%
25%
61%
62%
43%
67%
57%
87%
66%
92%
47%
75%
80%
90%
58%
Vietnam
United States
Thailand
Chinese Taipei
Singapore
Russia
Philippines
Peru
New Zealand
Mexico
Malaysia
Korea
Japan
Indonesia
HK, China
China
Chile
Canada
Brunei Darussalam
SMEs account for a significant
portion of employment
2011
2013
2011
Feb 2012
2011
2012
2009
2010
2012
2011
2009
2012
2010-11
2011
2012
2010
2009
2011
2008
Year
39%
Australia
2011-2012
Industry value
added
22%
Brunei
Darussalam
2008
GDP
39%
Canada
2008
GDP
59%
China
2011
GDP
59%
Indonesia
2012
GDP
54%
Korea
2010
GDP
33%
Malaysia
2012
GDP
36%
Mexico
2009
GDP
34%
New Zealand
Mar 2010
GDP
36%
Philippines
2011
Value added
47%
Singapore
2013
GDP
30%
Chinese Taipei
2011
Total annual
sales
37%
Thailand
2011
GDP
50%
United States
2010
GDP
40%
Vietnam
2011
GDP
51%
Japan
2009
GDP
21%
Russia
2011
GDP Note: Data not available for Chile, Hong
Kong, China, Papua New Guinea, Peru
SMEs
Large
enterprises
Canada
US
Mexico
Peru
Chile
Australia
Save % of total enterprises
99%-100%
98%-98.9%
97%-97.9%
Data not available
Russia
Japan
Korea
China
HK, China
Thailand
Malaysia
Singapore
Indonesia
Papua
New
Guinea
Chinese, Taipei
Vietnam
Philippines
Brunei Darussalam
New Zealand

7. CONFIDENTIAL
7
SaaS Market Forecast Across Asia Pacific
1,279
1,850
2,637
3,678
4,989
6,540
8,338
10,401
12,452
14,515
16,405
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Asia Pacific SaaS Market Size
$m
ASEAN
India
Australia
China
Japan
CAGR
2012-2020
19.7%
17.1%
12.1%
27.8%
34.6%
ASEAN SaaS market forecast to grow at ~20% CAGR during 2012-2020
Source: Forrester research, news sources

8. CONFIDENTIAL
8
Disrupted traditional vendors have / are venturing into SaaS
Source: Gartner, Statistica, Forrester Research, news sources
180
199 210
230
245 255
271 275 280 290 296
315
338 348 351 358
335 325
0 1 1 1 2 2 4 7 8 10 12 19
41 43
56
72
87
106
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Software Revenues SaaS revenuesSalesforce
launch
-$10B
+$19B
2
10
11 11
15
19
20
26
While Conventional
vendors have lost $10B
(3%) in revenue from
2015 to 2016, SaaS
providers have gained
$19B (22%) in revenue
over the same period
Most of the traditional
vendors have introduced
SaaS offerings in Asia
Global Software and SaaS revenues ($B)
Years to reach $5 Billion in revenue

9. CONFIDENTIAL
9
SaaS going vertical or industry specific
Source: Gartner, Statistica, Forrester Research, news sources, non-exhaustive list
3
Target industry
TargetBusinessunit/usage
Finance
Analytics
Admin&
Collaboration
Human
Resources
Customer
Service
Sales
Marketing&
AdTech
IT &
Product
No specific
industry
Education Healthcare Retail F&B & Misc. Transport & Logistics Others
Select GlobalNames
*
*
* *
Indicative map of SaaS Businesses in Asia
Horizontal SaaS space is a lot more mature, thus creating an opportunity for vertical or industry specific companies

10. CONFIDENTIAL
10
Vertical SaaS expected to have higher multiples
Source: Signal Hill, McKinsey&Company
Industry Company Market Cap ($B)
Life Sciences Veeva $8.5 B
Real Estate CoStar Group $8.8 B
Insurance Guidewire Software $5.1 B
Logistics FleetMatics $2.4 B (Acquired by Verizon)
HR Workday $19.9 B
Healthcare Cerner Corporation $21.8 B 4.0x
9.5x
6.1x
8.6x
7.5x
12.8x
Revenue Multiple
4%
34%
26%
35%
38%
32%
19%
12%
>100
5-100
1-5
<1
ACVPerCustomer,$’000
Annual Contract Value Distribution, %
Vertical Horizontal
6.8x
11.0x
est.
7.8x
9.8x
7.4x
Salesforce
Dropbox
LinkedIn
NetSuite
Zendesk
Revenue Multiple
Selected vertical SaaS companies
Selected horizontal SaaS companies Annual Contract Values higher for vertical SaaS

11. CONFIDENTIAL
Mobile-focused SaaS approach gaining traction
Source: Strategic Analytics
Smartphone ownership growth in Southeast Asia
11
43%
71%
55%
88%
64%
55%
47%
81%
61%
91%
70% 72%
Indonesia Malaysia The Philippines Singapore Thailand Vietnam
2016 2017
Most SaaS players are moving towards a mobile app to provide seamless customer experience
Global Mobile SaaS Growth
4.4
16.5
7.4
30.5
Corporate Mobile SaaS SMB Mobile SaaS
2016 2021
CAGR:
13.1%
CAGR:
11.0%
4
• Mobile app released in 2010
for iPhones via the Appstore
• Subsequent releases for
android and windows phone
• It had over 500 million app
installs on android in 2016
$21B
2016
$38B
2021
CAGR: 12.7%
11

12. CONFIDENTIAL
SaaS enabled marketplaces are expected to rise
Source: Medium.com, Venture Beat
12
SaaS + Marketplace is a powerful combination
▪ SaaS can be sold to the demand or / and to the supply side
▪ Two ways of monetisation:
▪ Subscription (+ sign-up fee): SaaS model
▪ Transaction fee: Marketplace model
5
“Come for the tools, stay for the network” - Chris Dixon
✓ Better view of the market
✓ Dual revenue model
✓ Marketplace flows can drive
SaaS business
✓ SaaS value creation can
increase overall margins
• Runs on the Force.com platform
• Free, yearly or monthly subscription models
• Customers can search for cloud consulting
partners to help them implement the
technology in their own companies
• 2,658 applications which have driven a total
of over 2.8 million installs (Feb-2015 news)
• Most prominent free-SaaS enabled
marketplace(FSEM)
• Software not charged, revenue from transactional or
lead generation fees from their market place
• Over 20,000 small to midsize businesses uses the
platform
• 26 integrations, with 50 more in the works (Jan-2017)
Primarily MarketplacePrimarily SaaS
Global SaaS +Marketplace

13. CONFIDENTIAL
13
APIs & micro-SaaS providing new business opportunities6
Software requirements can be customized and built
✓ Modular build
✓ Faster, Cheaper and Smarter
✓ Independent
✓ Sticky, easy to build and maintain for developers
A new breed of SaaS startup doesn't
deliver a fully-featured application, but
instead, it provides an API that allows
customers to tailor services to their needs.
For example, Clearbit's Enrichment API
can augment customer information by
taking an email address and collating both
publicly available information and its own
web-scraped data to provide rich
information about that contact, including
name, job title, company, social media
accounts, and so on.
Other Clearbit APIs allow you to check
individuals and organisations against a
consolidated global watchlist, create
targeted lists of companies and search for
contacts at companies using job title and
domain.
Another related trend identified is the
'Micro-SaaS' business -- small teams
producing niche products for very specific
needs or add-on products that complement
existing SaaS applications.
▪ Algolia offers an API for search, allowing SaaS vendors to effectively
outsource the handling of advanced, high-performance search in their
apps
▪ A little Market is a European ecommerce marketplace which needed to
improve the quality of search while getting more ecommerce metrics.
▪ Today, Algolia powers the search for A little Market, and has been
instrumental in the reduction of search load by 70%
▪ There was an increase in conversion rate 10% after implementing
Algolia’s search API which had a noticeable impact on revenue for the
firm
Examples of players:
Software requirements can be customized and built in Lego style
Case Study : Algolia – A little market
Source: news sources, logos from website

14. CONFIDENTIAL
14
Moving from SaaS to PaaS
Source: Signal Hall, McKinsey&Company
7
PaaS enables customer retention as customers can create their own add-on apps
Salesforce launched Force.com
Force.com allows users to:
• Extend CRM with apps
✓ With the ability to create their own apps, users
can build predictive sales dashboards, smart
service workflows and more.
• Automate any business process
✓ Force.com makes enables users to transform
complex processes into apps with Process
Builder's point-and-click workflow and process
tools.
• Integrate any data
✓ It is possible to build apps which are connected
to all of the user’s salesforce data as well as
external data
• Make every app mobile
✓ With Force.com, every app users build is
instantly mobile. There is no need to create yet
another codebase using different development
tools.
According to a September 2009 Gartner Group report,
Force.com had over 1,000 customer accounts. As of 2013,
the Force.com platform has 1.4 million registered
developers
Box Platform
Box Platform allows users to:
• Accelerate Business
✓ The Box platform lets developers tap into
various pieces of the Box product set such as
storage services, encryption, security, file
management and so forth without going through
the effort of building these pieces themselves.
• Create the Ideal Stack
✓ Box can be used in tandem with a suite of 3rd
party applications such as Slack, Adobe
Creative Cloud, Okta etc.
• Drive New Business Value
✓ Users can use the box platform to develop new
apps using the Box API, thus helping improve
customer experience and driving new business
value
• Increase efficiency
✓ Users can use the box API to build internal apps
that streamline business processes and
increase efficiency
Similarly, ServiceNow and other SaaS players have pivoted to a PaaS in order to increase customer retention

15. CONFIDENTIAL
Source: CapIQ, news sources
Increasing investor interest in SaaS business models
15
Date Company
Investment
($M)
Country Description Investor
Apr-17
Quicko TechnoSoft Labs Private
Limited
3.5 India Customer engagement solution
Helion Venture Partners, LLC; Powerhouse
Ventures; Stellaris Venture Partners
Mar-17 Weeloy Pte Ltd 3.6 Singapore SaaS based platform for restaurants FirstFloor Capital Sdn Bhd
Mar-17 Ematic Solutions 2.4 Indonesia Revenue optimization solutions
Convergence Ventures, MDI Ventures, Wavemaker
Partners, Walden International
Jan-17 MobileMD System Co., Ltd. 14.5 China
Products for clinical studies and
pharmacovigilance
Northern Light Venture Capital; Shenzhen Co-win
Venture Capital Investments Limited;
Jan-17 Legalese Pte. Ltd. 0.4 Singapore Legal assistance platform Walden International
Dec-16 Accounting SaaS Japan Co.,LTD. 2.6 Japan
Cloud-based accounting and tax
applications software
AG Capital Co., Ltd.; ARBOR VENTURES; Eight
Roads Ventures Japan
Nov-16 Sidqam Technologies Pvt Ltd 1.2 India
Mobile applications for healthcare
professionals and patients
Soham Renewable Energy India Pvt Ltd; SQue
Capital
Nov-16 Patsnap Pte. Ltd. NA Singapore IP analytics and management platform
Sequoia Capital China; Shunwei Fund; Qualgro Pte
Ltd
Nov-16 Perx NA Singapore Customer engagement solution RHL Ventures
Nov-16 Axilly Labs Private Limited 0.5 India
Platform for talent acquisition,
learning, and workforce planning
Aarin Capital; Singapore Angel Network Pte. Ltd;
3ONE4 Capital Partners
Oct-16 iTalent Management Sdn. Bhd. 0.3 Malaysia HR management solutions -
Sep-16 Cloudcherry 6.0 Singapore
Real-time Customer Sentiment
Mapping and Experience Analytics
IDG Ventures, Cisco Investments, Vertex Ventures
Sep-16 oTMS Inc. 25.0 China Logistics platform
Baidu, Inc. (NasdaqGS:BIDU); Chengwei Capital;
Matrix Partners China
Sep-16
Shanghai Zhenhui Information
Technology Co., Ltd.
4.5 China
One-stop business travel and
reimbursement SaaS solutions
Ningbo Softbank Hongda Venture Capital
Partnership Enterprise (LP);
Aug-16 Changyi (Shanghai) IT Co., Ltd. 4.5 China HR management solutions China Soft Capital, Source Code Capital
Aug-16 Capillary Technologies 3.0 Singapore
Marketing platform for retailers and
consumer businesses
InnoVen Capital
Aug-16 PT Talenta Digital Indonesia 1.0 Indonesia SaaS-based HR platform
East Ventures; Fenox Venture Capital; Skystar
Capital
Jun-16 MobileMD System Co., Ltd. 150.4 China
Products for clinical studies and
pharmacovigilance
Northern Light Venture Capital; Shenzhen Co-win
Venture Capital Investments Limited;
8

16. CONFIDENTIAL
Source: SaaS Business Asia
Disruptors in the Asian SaaS space
Global Players
TotalFundsRaised
`
$5m
$50m
$15m
$10m
$100m
$150m
$200m+
Seed
Marketing
&AdTech
CRM & Sales Analytics Admin & Collaboration HR Finance Ecommerce &
Logistics
Other Vertical
Specific*
16

17. CONFIDENTIAL
Select global strategic investors / acquirers in the SaaS space
Source: CapitalIQ, logos from company website. Note: the above diagram is indicative; *Healthcare, Education, Real Estate and others 17
Marketing
&AdTech
CRM & Sales
Business
Intelligence &
Analytics
Admin &
CollaborationHR
Finance
Ecommerce &
Logistics
Other
Vertical
Specific*
Recent activity also driven by the need to expand breadth of services in order to meet domestic & international logistics / warehousing requirements

18. CONFIDENTIAL
18
Financial and corporate investors landscape
US
Stage
agnostic
Buyout /
Alternate
Early
stage
Late
stage
Corp.
VC
International
Source: news sources, logos from company website Investors with SaaS investments

19. CONFIDENTIAL
ComCap overview2

20. CONFIDENTIAL
20
ComCap – A leading boutique at the intersection of Capital
and Commerce
Value
Proposition
Unique, Focused, Global, Strategy and Investment Banking Boutique
Recent transactions completed or underway in the United States, Japan, China, Singapore, Argentina, UK, Sweden, Belgium,
France, Germany
$2B revenue Japanese ecommerce BPO co.
#3 Russian Internet company
#1 UK Internet company
Multiple private B2B ecommerce systems integrators
Selected
ComCap
Clients
#1 Asian ecommerce B2B company
$200M rev US public company
Multiple US and EU private equity funds
Many ecommerce SaaS companies
Google
eBay
Previous
Clients
Transcosmos
Internet Brands
Yahoo
Digital River
Senior Team
Members
Experience
Education
Location
Fermin Caro
Director
12 years
Credit Suisse
Yale MBA
San Francisco
Aron Bohlig
Managing Partner
23 years
Credit Suisse
Become, Nortel
Wharton MBA
San Francisco
Steve Terry
Managing Director
20 years
Credit Suisse
Battery Ventures
Robertson Stephens
McCombs School
of Business MBA
San Francisco
Matt Nemer
Managing Director
20 years
Wells Fargo
Thomas Weisel
Vanderbilt
San Francisco
Swetha Vijay
Director
9 years
DBS, Deloitte
Avista/Houlihan
Lokey
IIM Ahmedabad
MBA
Singapore
Carlos Gonzalez
Director
10 years
IGC Holdings
LEK Consulting
Wharton
Stanford
Moscow and London

21. CONFIDENTIAL
21
Selected ComCap transactions & recent mandates
US Europe Asia
Strategic
Advisory
Sep 2013 Mar 2013
Merger with
Strategic
Advisory
Mar 2013
Feb 2015
$45,000,000
Financing
$20,000,000
Series B
Financing
Aug 2015
Sole Advisor to
PFSweb
Sep 2014
Acquisition of
Sole advisor to
transcosmos
Mar 2016
Acquisition of
stake in
Project Tango
DNVB (clothing)
Equity Financing
Pending
Project Orion SaaS
Dual Track Process
Pending
Project Nitro
$100m
Financing Pending
Acquisition of
$55,000,000
Sole Advisor to
PFSweb
Jun 2015
Acquisition of
Sole Advisor to
PFSweb
Jun 2015
Sole Advisor to
PFSweb
Sep 2014
Acquisition of
$62,500,000
Debt Financing
Sep 2015
$14,690,000
Acquisition of
stake in
Sole Advisor to
transcosmos
May 2013
Acquisition of
20% stake in
Sole Advisor to
transcosmos
Jul 2013
Strategic equity
investment from
Aug 2016
Sole Advisor
Oct 2015
Project Titan
$200,000,000
Acquisition
European
eCommerce
SaaS
Dual Track
Process
Pending
Latin America
Sole advisor to
transcosmos
Dec 2016
Acquisition of
stake in

22. CONFIDENTIAL
$672.0
$340.6
$99.4 $89.6 $61.8 $42.6 $38.9 $26.8 $19.5 $19.0 $18.9 $15.9 $14.0 $13.4 $10.5 $9.6 $9.4 $9.4 $8.5 $6.9 $5.7 $5.0 $3.2
Retail Ecommerce Sales Worldwide – 2015 (In $B)
22
ComCap – active in 13 countries, including 11 of the top 22 global
ecommerce markets
Source: eMarketer December 2015
M&A
Strategy
Financing
B2C
Services
SaaS
Fintech

23. CONFIDENTIAL
23
ComCap was the exclusive advisor to PFSweb on its acquisition
of Conexus
International outsourced ecommerce with robust
capabilities and iconic global brands
• Based in Texas, founded in 1994, IPO 1999 on NASDAQ:
PFSw
• $241M in sales, 2,600+ employees, serves 160+ clients
• Best in class provider of end-to-end ecommerce outsourcing
• Established operations in N. America and Europe
• Seeking strategic partners to achieve a global solution
A leading consultant and system integrator for
omni-channel commerce solutions
• Based in Basingstoke, Hampshire; founded in 1998
• FY16E: $7M in revenue, ~65 employees
• Services include strategic consulting, system integration, and
managed services
• Offers solution to enable B2B, B2C, mobile and digital
commerce across the globe
Rationale
Clients Partners
ComCap successfully executed the acquisition with committed resources to allow continuous expansion of
commerce services delivery in new geographies and categories
• PFSweb expanded its system integrator presence in Western Europe through this acquisition
─ Conexus has a strong footprint in the UK which will assist PFSweb in enhancing its status as a leading SAP Hybris integrator and strengthening its
position as a platform-agnostic global commerce service provider
─ PFSweb would leverage its strong presence across Europe and client portfolio, to expand their service offerings into other commerce markets in
Western Europe
─ The acquisition was expected to be accretive to PFSweb on an Adjusted EBITDA basis
• Conexus clients would benefit from the additional capabilities that PFSweb would provide, and will accelerate its growth in new markets by leveraging
their global footprint
─ Conexus will become a wholly-owned subsidiary of PFSweb, and will initially operate under the name "Conexus, a PFSweb Company“

24. CONFIDENTIAL
24
ComCap helps drive capital and business alliance with
Infracommerce
Global outsourcing leader with premier client base, seeks
expansion via digital services & new geographies
• Based in Tokyo, founded in 1985, (TSE: 09715) since 1997
• $1.9B in sales, ~18,000 employees
• Leading BPO, contact center, digital marketer w. Asia expertise
• Proactively sought to meet clients’ Int’l. expansion needs
• Identified ecommerce as next evolution in outsourced services
An e-commerce one-stop services provider with a
focus on Brazil
• Based in São Paulo, Brazil; founded in 2012
• GMV of $25M+ in 2015, 400 employees
• Offers extensive e-commerce related services
• A market leader in Brazil and expanded its sales channel into
Mexico; plans to enter into Argentina, Columbia, Chile and Peru
from after 2017
Clients Clients
ComCap successfully executed the alliance to enhance e-commerce one-stop services capability in Latin America by
delivering superior products and services to consumers in countries including Brazil and Mexico
Description and Rationale
• Through the alliance with Transcosmos, Infracommerce plans to offer its client companies’ superior products to consumers across Latin American
countries, focusing on Brazil
─ Integrated Transcosmos’s proven operational know-how on “Global E-Commerce One-Stop Services” with the service capabilities that
Infracommerce owns
• Infracommerce continues to build on a wealth of know-how and insights regarding the Brazil’s complicated regulations and offers optimum solutions for
all businesses and products
─ Offers comprehensive support ranging from developing e-commerce websites, shop management, online marketing, fulfilment, payment as well as
CRM and customer care
─ Aimed to make a huge contribution to international clients to expand into the Latin American market
─ The amount raised will be used to speed up the internationalization and facilitate omni-channel scale

25. CONFIDENTIAL
$5
$9
$23
$0
$3
$9
$5
$12
$33
$0
$10
$20
$30
$40
2016E 2017E 2018E
DnA Standalone DnA Synergies
25
ComCap helps DynamicAction raise $15m Strategic Round
• DynamicAction (DnA) is a San Francisco based SaaS predictive
analytics platform for retailers
• DnA’s solution leverages >600 algorithms to provide large retailers with
big data insights, derived from $12bn in annual GMV (2nd only to
Amazon), and proscribe prioritized actions related to critical issues that
are largely not visible today - across primarily merchandising, site
operations and customer interactions
• Marquee retailers in the US, UK and Europe such as Victoria’s Secret,
Abercrombie, American Eagle Outfitters, Brooks Brothers, Eddie Bauer,
Cole Haan, Otto Group, Tesco, and El Corte Ingles achieved >20% Y/Y
growth in profit during the 4Q (the most important season for retailers)
• At the time of the transaction, DnA surpassed its 2016E target revenue
and had visibility into >70% of its 2017E target standalone revenue
(112% including its weighted pipeline)
• The round valued DnA at 7.3x 2017E target standalone revenue and
5.3x 2017E revenue (including synergies)
ComCap process differentiation
ComCap successfully executed a capital raise and partnership with committed resources to accelerate
growth and realize material revenue synergies
• Extensive pre-transaction engagement to optimize company’s
positioning emphasizing first mover advantage and
differentiation
• Process designed to engage with key strategics and targeted
private equity players on a global basis
• Created detailed analysis of historical financials to support key
value drivers, customized for each strategic investor, and
detailed synergy models to gain commercial buy-in
• Aggressively engaged with commercial and strategic investment
teams to foster commitment to and consideration for synergies
in the valuation rationale
• Accenture’s retail practice corroborated the commercial opportunity
and, along with the strategic investment, committed to accelerating
DnA’s penetration of the largest retailers worldwide.
• Synergies to DnA are expected to contribute 33% in incremental
annualized revenues vs. DnA’s 2017E standalone revenues
5.3x
Multiple
DnA revenue ramp including synergies ($M)
implies a ‘17 multiple in-line with vertical SaaS leaders

26. CONFIDENTIAL
26
ComCap helps drive global ecommerce outsourcing expansion
through $15m equity investment
Global outsourcing leader with premier client base, seeks
expansion via digital services & new geographies
• Based in Tokyo, founded in 1985, (TSE: 09715) since 1997
• $1.5B in sales, ~16,000 employees, ~ 800 clients
• Leading BPO, contact center, digital marketer w. Asia expertise
• Proactively sought to meet clients’ Int’l. expansion needs
• Identified ecommerce as next evolution in outsourced services
International outsourced ecommerce with robust
capabilities and iconic global brands
• Based in Texas, founded in 1994, IPO 1999 on NASDAQ:
PFSW
• $250M in sales, 1,400 employees, >60 brand name clients
• Best in class provider of end-to-end ecommerce outsourcing
• Established operations in N. America and Europe
• Seeking strategic partners to achieve a global solution
Capabilities
Capabilities
Clients Clients
Working with fifteen different strategic partners over four months, ComCap brought together a large
strategic and a best-of-breed point provider to create a best-in-class, end-to-end, global solution

27. CONFIDENTIAL
27
ComCap’s current thematic focus areas
Theme Description Select companies
Traditional ecommerce
and Digitally Native
Vertical Brands
(DNVBs)
D2C digitally native brands covering clothing, accessories, personal care, home and kitchen,
furniture, and other consumer-focused products.
Beauty, Health and
Wellness
Universe of beauty companies, including product manufacturers, retailers,
disruptors and new entrants.
Analytics
Focus on disruptors in the analytics space focused on ecommerce, logistics, retail, predictive,
payment, risk and marketing
Personalization Emerging players in the ecommerce personalization space
Marketing Suites Emerging platforms in the digital marketing space
Mobile
Focused on mobile solution providers optimizing the mobile experience from desktop-to-mobile
website conversions, targeted mobile marketing, to simplifying the mobile checkout experience.
Fintech
Retail and commerce-related disruptors in the fintech universe. Current focus areas include
payments, risk analytics, false declines and retail POS.
End-to-End ecommerce
Service Providers
Companies that provide end-to-end ecommerce services for retailers, such as platform,
marketing, photo services, logistics, warehousing etc.
System Integrators
Focus on large SIs covering multiple platform as well as smaller SIs covering just one or a
handful of platforms.
Ecommerce SaaS Emerging and disruptive SaaS businesses in the ecommerce sector.
IoT The internetworking of physical devices, vehicles, buildings, and other items – embedded with
electronics, software, sensors, actuators, and network connectivity that enable these objects to
collect and exchange data.

28. CONFIDENTIAL
28
PFSW Case Study – Stock price increase following 1 equity
investment & 4 acquisitions
0
2
4
6
8
10
12
14
16
18
May-01-2013
Jun-01-2013
Jul-01-2013
Aug-01-2013
Sep-01-2013
Oct-01-2013
Nov-01-2013
Dec-01-2013
Jan-01-2014
Feb-01-2014
Mar-01-2014
Apr-01-2014
May-01-2014
Jun-01-2014
Jul-01-2014
Aug-01-2014
Sep-01-2014
Oct-01-2014
Nov-01-2014
Dec-01-2014
Jan-01-2015
Feb-01-2015
Mar-01-2015
Apr-01-2015
May-01-2015
Jun-01-2015
Jul-01-2015
Aug-01-2015
Sep-01-2015
Oct-01-2015
Nov-01-2015
Dec-01-2015
Jan-01-2016
Feb-01-2016
Source: Capital IQ as of Feb 2, 2016
ComCap’s role
• Developed acquisition strategy in terms of services offered (system integrators, creative agencies, marketing agency,
technical agencies, etc.), geographical reach (Europe, Asia, North America) and technology platform partnership
(Demandware, Magento, and Hybris)
• Reached out to a variety of lenders including asset management firms, hedge funds, and strategic investors, resulting in a
$14.7m investment from Japanese ecommerce solutions provider Transcosmos
• Managed and executed deal from submitting an LOI package to negotiating deal structure and terms to conducting due
diligence calls on the acquisition target’s top clients
• Improved PFSweb’s geographical presence and service offering in Europe, resulting in cross-selling opportunities with its
newly acquired subsidiaries and access to marquee European clients in retail and luxury
Transcosmos made a $14.7m
equity investment in PFSweb
Closing stock price: ($4.34 as
of 5/15/2013)
PFSweb acquired LiveAreaLabs
Closing stock price: ($10.64 as of
9/23/2014)
PFSweb acquired REV Solutions
Closing stock price: ($5.09 as of
9/4/2014)
PFSweb acquired MODA
Closing stock price: ($13.74 as
of 6/15/2015)
PFSweb acquired CrossView
Closing stock price: ($12 as of
8/5/2015)

29. CONFIDENTIAL
Transcosmos case study – stock price increase following
ComCap-advised strategic investments
Source: Transcosmos’ investor portfolio presentation
Series of
strategic
investments
advised by
ComCap, post-
engagement
29

30. CONFIDENTIAL
30
ComCap’s selected strategic partner landscape
Software and
Service Leaders
Payments
& Fintech
Email Service
Providers / Other
Marketing
Logistics
Leaders
Agencies and
Systems
Integrators
Retailers and
Corporate VCs
eCommerce
Leaders

31. CONFIDENTIAL
31
ComCap’s selected financial and corporate investors landscape
US
Stage
agnostic
Buyout /
Alternate
Early
stage
Late
stage
Corp.
VC
International

32. CONFIDENTIAL
We are in frequent dialog with top EC SI/Agencies
▪ We’ve had conversations with all Forrester
Wave B2C commerce services providers and
recent discussions about current strategic
priorities with:
▪ Accenture, Cognizant, Deloitte, Dentsu/Aegis,
HCL, Infosys, Sapient, TCS and several others
not represented on the wave.
Source: Forrester B2C Global Commerce Service Providers, Q1 2015, dated Feb 2, 2015
Risky Bets
Strong
Weak
Current
Offering
Contenders
Wipro
Infosys
HCL Technologies
TATA Consultancy Services
IBM Global Business Services
Accenture Digital
Deloitte Digital
Sapient Nitro
Razor fish Global
Cognizant
Strong Performers Leaders
Weak Strategy Strong
Market Presence
Numerous and recent buy-side and sell-side
interactions with all the major players
Forrester Wave ™: B2C commerce service
providers
“We’re generating $2 of service fees for every $1 of SaaS revenues to our partner”
Commentary on post transaction synergies from major B2C commerce service provider
32

33. CONFIDENTIAL
Appendix A: Precedent transactions3

34. CONFIDENTIAL
Source: CapIQ, news sources
Recent SaaS investments: above $25M
34
Investment
Date
Company Amount raised ($m) Country Description Investor
02-Feb-17 MapAnything 33.1 UK
Mapping, geo-analytics, and location
intelligence platform for Salesforce users
Columbus Nova; Greycroft Partners; Harbert
Venture Partners; Salesforce Ventures;
ServiceNow Ventures
Feb-17 Cherwell Software 50 UK
IT service management platform to small
enterprises and Fortune 500 companies
KKR & Co
18-Jan-17 Salsify 30 US product content management platform
Matrix Partners; North Bridge Venture
Partners; Venrock; Underscore.VC
15-Dec-16 Netgain Technology 25 US Hosting solutions Bluff Point Associates
12-Sep-16 oTMS Inc. 25 China Logistics platform
Baidu, Inc. (NasdaqGS:BIDU); Chengwei
Capital; Matrix Partners China
Sep-16 Higher Logic 55 US
Platform for organizations to create online
and mobile communities to engage, mentor
and innovate
JMI Equity
20-Jun-16 Condeco Software 30 US
Office utilization and workspace scheduling
solutions
Highland Capital Partners
08-Jun-16 Impact Radius 30 US Digital marketing platform Silversmith Capital Partners
Jun-16 MobileMD System Co. 150.4 China
Products for clinical studies and
pharmacovigilance
Northern Light Venture Capital; Shenzhen
Co-win Venture Capital Investments Limited;
Matrix Partners China
Jun-16 LogicMonitor 130 US Performance monitoring for IT infrastructure Providence Equity Partners
05-Apr-16 Persado 30 US Market software
Goldman Sachs Group, Merchant Banking
Division; StarVest Partners.; Bain Capital
Ventures; Citi Ventures.
Jan-16 Jfrog 50 US
Binary repository management solution for
software distribution
Battery Ventures; Gemini Israel Funds;
Sapphire Ventures; Scale Venture Partners;
VMware; Vintage Investment Partners;
Qumra Capital
Jan-16 Instart Logic 45 US
Platform for cloud and Web application
delivery
Kleiner Perkins Caufield & Byers; StartX;
Tenaya Capital; Andreessen Horowitz; The
Four Rivers Group;
Dec-15 Datadog 94.5 US
Monitoring platform for cloud applications to
enterprises
Index Ventures; OpenView Venture Partners;
Contour Venture Partners; ICONIQ Capital,
LLC; Amplify Partners
Oct-15 Code 42 Software 85.6 UK
Provides B2B cloud data protection &
security solutions
Accel Partners; JMI Equity; New Enterprise
Associates; Split Rock Partners

35. CONFIDENTIAL
Source: CapIQ, news sources
Recent SaaS investments: above $25M (cont’d)
35
Investment
Date
Company
Amount raised
($m)
Country Description Investor
30-Sep-15 InvestCloud 45 US
SaaS and BPaaS solutions for the financial
industry
FTV Capital
03-Sep-15 Field Nation 30 US Project management solutions Susquehanna Growth Equity
Sep-15 Netskope 75 US
Platform that helps people to get and use their
favorite cloud applications
Accel Partners; Lightspeed Venture Partners;
The Social+Capital Partnership; ICONIQ
Capital
01-Sep-15 Tradeos Limited 39 HK Sales automation platform for freight vendors
Goldlion Holdings Limited (SEHK:533); Israel
Cleantech Ventures; Master Toys & Novelties,
Inc.; Sadara Ventures;
16-Jul-15 BrightBytes 33 US
Data analytics platform that measures and links
technology use in education
Bessemer Venture Partners; Insight Venture
Partners; Learn Capital; Rethink Education
01-Jun-15 Lattice Engines 30 US
Predictive applications for marketing and sales
organizations
New Enterprise Associates; River Cities Capital
Funds; Sequoia Capital; PJC Capital
Management; Blue Cloud Ventures
Apr-15 RetailNext 125 US
Real-time analytics for retailers, shopping
centers, and manufacturers
August Capital; Siguler Guff & Company;
StarVest Partners; QUALCOMM Ventures;
Nokia Growth Partners;
Mar-15 Social Touch Co., 58.5 China
Social Media related technical solutions,
marketing campaigns, and big data analysis
Legend Capital Management Co., Ltd.
28-Jan-15 ClickTale 35 US
Enterprise digital customer experience
management solutions
KKR; Amadeus Capital Partners; Viola Credit;
Goldrock Capital
04-Dec-14 Maxwell Health 26.4 US
Online benefits service that provides
information about health care and insurers
Adams Street Partners; Schooner Capital;
Tribeca Venture Partners; Catalyst Health
Ventures; Cambia Health Solutions; Lerer
Hippeau Ventures; Vaizra Investments; Annox
Capital; Serious Change; Brothers Brook
30-Oct-14 Transverse 25 US
Real-time subscription and usage-based rating
and billing software
H. Siedentopf
Oct-14 Capriza 50 US Enterprise mobility platform
CRV; Allen & Company, Investment Arm;
Vintage Investment Partners; Tenaya Capital;
Harmony Partners;
10-Sep-14 DialogTech 30 US
Provides call analytics and automation
solutions for enterprises
Apex Venture Partners; River Cities Capital
Funds; SSM Partners; Origin Ventures;
NewSpring Capital; Spring Mill Venture
27-Aug-14
GoodData
Corporation
25.7 US BI and analytics platform
General Catalyst Partners; Windcrest Partners
Investment Management; Intel Capital; Tenaya

36. CONFIDENTIAL
Source: CapIQ, news sources
Global software M&A: above $100M
36
Investment
Date
Acquirer Target Description EV ($M)
LTM
EV / EV /
Revenue EBITDA
Mar-17 Misys
DH
Corporation
Provides payments, lending, and financial solutions to
banks, specialty lenders, credit unions, governments, and
corporations worldwide
3,502 2.7x 14.5x
Dec-16 Synchronoss Technologies
IntraLinks
Holdings
Provides software-as-a-service (SaaS) solutions for secure
enterprise content collaboration within and among
organizations
902 2.7x 39.3x
Oct-16 Salesforce.com Krux Digital
Develops a cloud-based data management platform for
marketers, media companies, publishers, and agencies
worldwide
768 N/A N/A
Oct-16 Criteo HookLogic
Provides performance marketing services to manufacturers
and hotels
250 N/A N/A
Aug-16 TPG Capital
TRANSPORE
ON
Develops and operates SaaS solutions for the transport
logistics sector
337 N/A N/A
Aug-16 Ascential
Oneclickretail.
com
Provides eCommerce data measurement, sales analytics,
and search optimization services
225 N/A N/A
Aug-16 Google Cloud Platform Orbitera
Provider of ecommerce, analytics and cloud technologies
for software vendors.
100 N/A N/A
Jul-16 Oracle NetSuite
Provides cloud-based financials/enterprise resource
planning (ERP)
9,107 10.8x N/M
Jul-16 Salesforce.com Demandware Provider of enterprise cloud commerce services. 2,857 11.2x N/M
Jul-16 Accel-KKR SciQuest
Provides cloud-based business automation solutions for
spend management.
378 3.6x 40.1x
Jun-16 Open Text Recommind
Develops SaaS based advanced analytics platform that
identifies the facts for eDiscovery,
163 N/A N/A
Jun-16 Infor Predictix
Provides SaaS suite for merchandising decisions to
retailers, wholesalers, and brands.
125 5.8x N/A
May-16 Vista Equity Partners Marketo
Provides cloud-based engagement marketing software
platform
1,795 7.9x N/A
May-16 NICE Systems inContact
Provides cloud contact center software solutions, and
network connectivity services in the US.
881 3.8x N/M
May-16 Oracle OPOWER
Provides cloud-based software to the utility industry in the
United States
491 3.2x N/M

37. CONFIDENTIAL
Source: CapIQ, news sources
Global software M&A: above $100M (cont’d)
37
Investment
Date
Acquirer Target Description
EV
($m)
LTM
EV / EV /
Revenue EBITDA
May-16
The Carlyle Group LP
(NasdaqGS:CG)
Ion Investment Group
SaaS-based treasury management, commodity trading and risk
management solutions
400 N/A N/A
May-16 Kewill LeanLogistics
Provides SaaS transportation management system applications and
supply chain services
115 N/A N/A
Apr-16 Vista Equity Partners Cvent
Provides a cloud-based enterprise event management platform with
solutions for corporate events and meetings in North America and
internationally
1,414 7.1x N/M
Apr-16 Oracle Textura
Provides collaboration and productivity tools for the construction
industry
683 7.4x N/A
Nov-15
Endurance International
Group Holdings
Constant Contact
Provides online marketing tools that are designed for small
businesses, non profits, and associations worldwide
932 2.6x 20.5x
Oct-15
Silver Lake Partners
and Thoma Bravo
SolarWinds
Designs, develops, markets, sells, and supports enterprise-class
information technology (IT) and infrastructure management software
to IT and DevOps professionals
4,446 9.2x 29.6x
Sep-15 Vista Equity Partners Solera Holdings
Provides risk and asset management software and services to the
automotive and property marketplace
6,272 5.5x 15.2x
Sep-15 Cox Automotive
Dealertrack
Technologies
Provides Web-based software solutions and services to the
automotive retail industry in the United States and Canada
4,464 4.7x 36.1x
Aug-15
Fidelity National
Information Services
SunGard Data
Systems
Offers software and technology services worldwide 9,911 3.5x 16.9x
Aug-15
International Business
Machines
Kenexa
Provides solutions that enable organizations to recruit, retain, and
develop employees
1,307 4.1x 49.0x
May-15 Twitter TellApart Developer of online marketing applications for ecommerce retailers. 533 N/A N/A
Apr-15 Permira Funds Informatica
Provides enterprise data integration software and services
worldwide
4,844 4.6x 25.6x
Mar-15 Bain Capital Blue Coat Systems
Designs, develops, sells products & services that secure, accelerate,
and optimize the delivery of business applications
2,400 N/A N/A
Sep-14 SAP Concur Technologies
Provides cloud-based automated business travel, expense, and
invoice management solutions
7,652 11.5x N/M

38. CONFIDENTIAL
Source: CapIQ, news sources
Global software M&A: above $100M (cont’d)
38
Investment
Date
Acquirer Target Description EV ($M)
LTM
EV / EV /
Revenue EBITDA
Sep-14
NTT Communications
Corporation
Netmagic Solutions Pvt.
Ltd.
Provides datacenter and cloud services 1,249 N/A N/A
Aug-14 Intel McAfee Develops and delivers IT security solutions 6,908 3.4x 16.1x
Jun-14 Oracle MICROS Systems
Designs, manufactures, markets, and services enterprise
applications solutions for the food and beverage, hotel, and
retail industries
5,262 3.9x N/A
Apr-14
Bain Capital Private
Equity
Viewpoint
Provides cloud, SaaS, and on premise commercial
construction software solutions.
230 N/A N/A
Jan-14 Vmware AirWatch
Develops mobile security and enterprise mobility
management solutions
1,545 N/A N/A
Dec-13 Oracle Responsys
Provides email and cross-channel marketing solutions that
enable companies to engage in relationship-based marketing
across various interactive channels.
1,600 8.2x N/M
Jul-13 Cisco Systems Sourcefire Provides intelligent cybersecurity technologies 2,194 8.9x N/M
Jun-13 Salesforce.com ExactTarget Operates a cloud marketing platform 2,539 8.0x N/M
Dec-12 Oracle Eloqua
Provides on-demand revenue performance management
software
958 10.6x N/A
Nov-12 RedPrairie JDA Software Group Develops enterprise software. 1,827 2.8x 11.3x
May-12 SAP Ariba
Provides collaborative business commerce solutions for
buying and selling goods and services in the United States
and internationally
4,411 8.8x N/M
Feb-12 Vista Equity Partners Misys Provides a portfolio of financial services software 2,402 3.2x 16.4x
Feb-12 Oracle Taleo Provides on-demand talent management software solutions 1,921 6.1x N/A
Dec-11 SAP SuccessFactors
Offers cloud-based business execution software solutions for
organizations to bridge the gap between business strategy
and results worldwide
3,516 12.0x N/M

39. CONFIDENTIAL
Source: CapIQ, news sources
Global software M&A: above $100M (cont’d)
39
Investment
Date
Acquirer Target Description EV ($M)
LTM
EV / EV /
Revenue EBITDA
Oct-11 Oracle RightNow Technologies
Designs and develops cloud customer relationship management
(CRM) and customer support applications
1,521 7.0x 66.0x
Aug-11 Hewlett-Packard Autonomy
Develops and distributes infrastructure software for enterprises
worldwide
10,301 11.1x 25.2x
Jun-11 Dell Quest Software
Designs, develops, markets, distributes, and supports enterprise
systems management software
2,432 2.7x 15.8x
Jun-11
Providence Equity
Partners
Blackboard
Provides enterprise technology and solutions for the educational
industry
1,767 3.7x 22.3x
Mar-11
Infor Global Solutions
and Golden Gate
Capital
Lawson Software
Develops, markets, distributes, and services enterprise software
applications that help organizations manage their businesses
1,779 2.4x 13.4x
Nov-10 Attachmate Novell
Develops, sells, and installs Linux operating system software for
computers
1,018 1.3x 9.7x
Nov-10 Oracle Art Technology Group
Provides eCommerce software and related on demand
commerce optimization applications
987 4.5x 32.1x
Sep-10 Hewlett-Packard ArcSight Provides cybersecurity and compliance management solutions 1,499 7.7x 59.3x
Jun-10
Allscripts Healthcare
Solutions
Eclipsys
Operates as a healthcare information technology company in
North America, the AsiaPacific, and the Middle East
1,170 2.3x 21.6x
May-10 SAP Sybase
Develops and provides enterprise data base management,
business intelligence and analytics, and mobile messaging
solutions
5,423 4.5x 15.2x
May-10 Symantec VeriSign
Comprises business and electronic payment authentication
services,
1,140 N/A N/A
Feb-10
Berkshire Partners,
Advent International
and Bain Capital
Partners
Skillsoft
Provides on-demand e-learning and performance support
solutions
1,127 3.6x 9.7x
Mean 5.8x 27.3x
Median 4.7x 21.6x