SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES ACT OF 1934

Amendment No. 1

 

 

KNOWBE4, INC.

(Name of the Issuer)

 

 

KnowBe4, Inc.

Oranje Merger Sub, Inc.

Oranje Holdco, LLC

VEPF VII SPV I, L.P.

VEPF VII SPV I Holdings, L.P.

Vista Equity Partners Fund VII GP, L.P.

VEPF VII GP, Ltd.

Robert F. Smith

KKR Knowledge Investors L.P.

Stephen Shanley

Elephant Partners I, L.P.

Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P.

Elephant Partners II-B, L.P.

Elephant Partners 2019 SPV-A, L.P.

Jeremiah Daly

Sjoerd Sjouwerman

Sjouwerman Enterprises Limited Partnership

Sjouwerman Management, LLC

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

49926T104

(CUSIP Number of Class of Securities)

 

 

 

Sjoerd Sjouwerman

Chief Executive Officer

KnowBe4, Inc.

33 N. Garden Avenue, Suite 1200

Clearwater, FL 33755

(855) 566-9234

 

Christina Lema

Oranje Merger Sub, Inc.

Oranje Holdco, LLC

VEPF VII SPV I, L.P.

VEPF VII SPV I Holdings, L.P.

Vista Equity Partners Fund VII GP, L.P.

VEPF VII GP, Ltd.

Robert F. Smith

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center,

20th Floor

San Francisco, CA 94111

(415) 765-6500

 

Stephen Shanley 

KKR Knowledge Investors L.P. 

c/o Kohlberg Kravis Roberts &  Co. L.P. 

30 Hudson Yards 

New York, NY 10001 

(212) 750-8300 

  

Elephant Partners I, L.P.

Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P.

Elephant Partners II-B, L.P.

Elephant Partners 2019 SPV-A, L.P.

Jeremiah Daly

c/o JAHD Management Company, LLC

8 Newbury Street, 6th Floor

Boston, MA 02116

(617) 913-6611

 

Sjoerd Sjouwerman

Sjouwerman Enterprises Limited Partnership

Sjouwerman Management, LLC

c/o KnowBe4, Inc.

33 N. Garden Avenue, Suite 1200

Clearwater, FL 33755

(855) 566-9234

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

 

 

With copies to

 

Todd Cleary

Douglas K. Schnell

Megan J. Baier

Catherine Riley Tzipori

Wilson Sonsini Goodrich & Rosati

Professional Corporation

1301 Avenue of the Americas

New York, NY 10019

(212) 999-5800

 

Daniel E. Wolf, P.C.

David M. Klein, P.C.

Chelsea Darnell

Kirkland & Ellis LLP

601 Lexington Ave.

New York, NY 10022

(212) 446-4800

 

Saee Muzumdar

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-4000

 

Adam Stella

Jake Lloyd

Moulton Moore Stella LLP

Frank Gehry Building

2431 Main Street, Suite C

Santa Monica, CA 90405

(310) 399-0950

 

Bradley Faris

Hans Brigham

Latham & Watkins LLP

330 North Wabash Ave.

Chicago, IL 60611

(312) 876-7700

 

 

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

 

a. 

 

  The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. 

 

  The filing of a registration statement under the Securities Act of 1933.

c. 

 

  A tender offer.

d. 

 

  None of the above.

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

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

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13e-3. Any representation to the contrary is a criminal offense.

 

 

 


INTRODUCTION

This Amendment No. 1 to Transaction Statement on Schedule 13E-3 (as amended, this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) KnowBe4, Inc., a Delaware corporation (“KnowBe4” or the “Company”) and the issuer of the Class A common stock, par value $0.00001 per share (the “KnowBe4 Class A common stock” and together with KnowBe4’s Class B common stock, par value $0.00001 per share (the KnowBe4 Class B common stock”), the “KnowBe4 common stock”) that is the subject of the Rule 13e-3 transaction; (2) Oranje Holdco, LLC, a Delaware limited liability company (“Parent”); (3) Oranje Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”); (4) VEPF VII SPV I, L.P., a Delaware limited partnership and VEPF VII SPV I Holdings, L.P., a Delaware limited partnership (collectively, the “VEPF Funds”); (5) Vista Equity Partners Fund VII GP, L.P., a Cayman Islands exempted limited partnership; (6) VEPF VII GP, Ltd., a Cayman Islands exempted company; (7) Robert F. Smith; (8) KKR Knowledge Investors L.P., a Delaware limited partnership (“KKR Investor”); (9) Stephen Shanley; (10) Elephant Partners I, L.P., a Delaware limited partnership, Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., a Delaware limited partnership, and Elephant Partners 2019 SPV-A, L.P., a Delaware limited partnership (collectively, the “Elephant Funds”); (11) Jeremiah Daly; (12) Sjouwerman Enterprises Limited Partnership, a Florida limited partnership, and Sjoerd Sjouwerman (collectively, the “Founder,” and together with the VEPF Funds, the Elephant Funds and the KKR Investor, the “Rollover Stockholders”); and (13) Sjouwerman Management, LLC, a Florida limited liability company.

This Transaction Statement relates to the Agreement and Plan of Merger, dated October 11, 2022 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among KnowBe4, Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into KnowBe4 (the “Merger”), with KnowBe4 surviving the Merger and becoming a wholly owned subsidiary of Parent.

At the effective time of the Merger, each share of KnowBe4 common stock issued and outstanding at the effective time of the Merger (other than (1) the shares contributed to Parent by the Rollover Stockholders pursuant to the Support Agreements (as defined below), and (2) the shares of KnowBe4 common stock (a) held by KnowBe4 as treasury stock; (b) held by Parent or Merger Sub; (c) held by any direct or indirect wholly owned subsidiary of Parent or Merger Sub; or (d) held by stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly demanded appraisal of such shares of KnowBe4 common stock pursuant to, and in accordance with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), if any ((a)-(d) collectively, the “Excluded Shares”)) will be canceled and extinguished and converted into the right to receive cash in an amount equal to $24.90, without interest and subject to any applicable withholding taxes. Upon completion of the Merger, KnowBe4 Class A common stock will no longer be publicly traded, and the Company’s stockholders (other than the Rollover Stockholders indirectly) will cease to have any ownership interest in the Company.

In connection with entering to the Merger Agreement, on October 11, 2022, (1) Parent and KnowBe4 entered into support agreements with (a) the Founder, (b) the KKR Investor and (c) the Elephant Funds; and (2) KnowBe4 entered into a support agreement with the VEPF Funds (collectively, the “Support Agreements”). Pursuant to the Support Agreements, the Rollover Stockholders agreed to vote all of their shares of KnowBe4 common stock in favor of the adoption of the Merger Agreement, subject to certain terms and conditions contained in the Support Agreements. In addition, the Rollover Stockholders agreed to “rollover” a portion of their existing equity in KnowBe4 into an ownership interest in the parent company of Parent or purchase equity in Parent. The Rollover Stockholders have also agreed that, prior to the Record Date (as defined in the Proxy Statement), each of the Rollover Stockholders will convert certain amounts of their shares of KnowBe4 Class B common stock into KnowBe4 Class A common stock.

On September 16, 2022, the Company received a non-binding proposal from Vista Equity Partners Management, LLC, a Delaware limited liability company (“Vista”) to acquire all of the Company’s outstanding shares not already owned by Vista. In response to an inquiry from Vista, the board of directors of the Company (the “Board”) formed a special committee of the Board comprised solely of independent and disinterested directors (“Special Committee”) to engage with Vista, to carefully review Vista’s proposal, to consider other potential value creation opportunities and to take other actions that the Special Committee deemed appropriate. The Special Committee, as more fully described in the preliminary Proxy Statement, evaluated the Merger, with the assistance of its own independent financial and legal advisors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on October 11, 2022, unanimously (1) determined that the Merger Agreement, the Support Agreements, the limited guarantees, dated as of October 11, 2022, entered into by each of Vista Equity Partners Fund VII, L.P., a Delaware limited partnership, and Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership,


in favor of the Company (the “Limited Guarantees”), and the other transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of KnowBe4 and the Unaffiliated Stockholders (as defined below); and (2) recommended that the Board approve the Merger Agreement, the Support Agreements, the Limited Guarantees and the transactions contemplated by the Merger Agreement, including the Merger, and determine that the Merger Agreement, the Support Agreements, the Limited Guarantees and the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of KnowBe4 and the Unaffiliated Stockholders. “Unaffiliated Stockholders” means the holders of KnowBe4 common stock, excluding those shares of KnowBe4 common stock held, directly or indirectly, by or on behalf of (1) Vista, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates; (2) KKR & Co. Inc., its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates and those members of the KnowBe4 Board who are employees of KKR & Co. Inc. or one of its investment fund affiliates; (3) the Elephant Funds, their investment fund affiliates, the portfolio companies majority owned by such investment fund affiliates and those members of the KnowBe4 Board who are employees of the Elephant Funds or one of its investment fund affiliates; and (4) any person that KnowBe4 has determined to be an “officer” of KnowBe4 within the meaning of Rule 16a-1(f) of the Exchange Act. The Special Committee also recommended that, subject to approval by the Board, the Board submit the Merger Agreement to the stockholders of KnowBe4 for their adoption and approval and recommend that the stockholders of KnowBe4 vote in favor of the adoption of the Merger Agreement and the approval of the Merger in accordance with the DGCL.

The Board, acting upon the recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement, the Support Agreements, the Limited Guarantees and the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of KnowBe4 and its stockholders, including the Unaffiliated Stockholders; (2) approved and declared advisable the Merger Agreement, the Support Agreements, the Limited Guarantees and the transactions contemplated by the Merger Agreement, including the Merger; (3) directed that the adoption of the Merger Agreement be submitted to a vote of KnowBe4’s stockholders at a meeting of KnowBe4’s stockholders; and (4) recommended that KnowBe4’s stockholders vote in favor of the adoption of the Merger Agreement and the approval of the Merger in accordance with the DGCL.

The Merger cannot be completed without the affirmative vote of (1) the holders of a majority of the voting power of the outstanding shares of KnowBe4 common stock (voting together as a single class) entitled to vote on the Merger Agreement; (2) the holders of a majority of the voting power of the outstanding shares of KnowBe4 common stock (voting together as a single class) held by the Unaffiliated Stockholders and entitled to vote on the Merger Agreement; (3) the holders of at least a majority of the outstanding shares of KnowBe4 Class A common stock entitled to vote in accordance with the DGCL; and (4) the holders of at least a majority of the outstanding shares of KnowBe4 Class B common stock entitled to vote in accordance with the DGCL.

Concurrently with the filing of this Transaction Statement, the Company is filing an Amendment No. 1 to its proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act with the SEC, pursuant to which the Company is soliciting proxies from the Company’s stockholders in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning the Company contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”


Item 2. Subject Company Information

(a) Name and address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet—The Parties to the Merger”

“The Parties to the Merger—KnowBe4”

“Important Information Regarding KnowBe4”

“Questions and Answers”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“Questions and Answers”

“Important Information Regarding KnowBe4—Security Ownership of Certain Beneficial Owners and Management”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding KnowBe4—Market Price of the KnowBe4 Class A Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding KnowBe4—Dividends”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding KnowBe4—Prior Public Offerings”

(f) Prior stock purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding KnowBe4—Prior Public Offerings”

“Important Information Regarding KnowBe4—Transactions in KnowBe4 Common Stock”

Item 3. Identity and Background of Filing Person

(a) – (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Parties to the Merger”

“The Parties to the Merger”

“Important Information Regarding KnowBe4”

“Important Information Regarding the Purchaser Filing Parties”

Item 4. Terms of the Transaction

(a)-(1) Material terms. Tender offers. Not applicable

(a)-(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”


“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for KnowBe4 After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on KnowBe4 If the Merger Is Not Completed”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Accounting Treatment”

“The Special Meeting—Votes Required”

“The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures”

“The Merger Agreement—Treatment of Shares and Equity Awards”

“The Merger Agreement—Conditions to the Closing of the Merger”

Annex A—Agreement and Plan of Merger

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Limited Guarantees”

“Special Factors—Financing of the Merger”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Treatment of Shares and Equity Awards”

“The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures”

“The Merger Agreement—Employee Benefits”

“The Merger Agreement—Indemnification and Insurance”

“The Support Agreements”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (The Founder)

Annex D—Support Agreement (The KKR Investor)

Annex E—Support Agreement (The Elephant Funds)

Annex F—Support Agreement (The VEPF Funds)

Annex G—Support Agreement (Mitnick)

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Appraisal Rights”

“Questions and Answers”

“The Special Meeting—Appraisal Rights”

“Special Factors—Certain Effects of the Merger”

“Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Provisions for Unaffiliated Stockholders”


(f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a)(1) – (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantees”

“The Merger Agreement”

“The Support Agreements”

“Important Information Regarding KnowBe4—Prior Public Offerings”

“Important Information Regarding KnowBe4—Transactions in KnowBe4 Common Stock”

“Important Information Regarding KnowBe4—Past Contracts, Transactions, Negotiations and Agreements”

“Important Information Regarding the Purchaser Filing Parties”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (The Founder)

Annex D—Support Agreement (The KKR Investor)

Annex E—Support Agreement (The Elephant Funds)

Annex F—Support Agreement (The VEPF Funds)

Annex G—Support Agreement (Mitnick)

(b) – (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“The Merger Agreement”

“The Support Agreements”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (The Founder)

Annex D—Support Agreement (The KKR Investor)

Annex E—Support Agreement (The Elephant Funds)

Annex F—Support Agreement (The VEPF Funds)

Annex G—Support Agreement (Mitnick)

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”


“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Intent of KnowBe4’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Special Factors—Limited Guarantees”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Special Meeting—Votes Required”

“The Support Agreements”

“Proposal 2: The Compensation Proposal”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (The Founder)

Annex D—Support Agreement (The KKR Investor)

Annex E—Support Agreement (The Elephant Funds)

Annex F—Support Agreement (The VEPF Funds)

Annex G—Support Agreement (Mitnick)

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

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Plans for KnowBe4 After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on KnowBe4 if the Merger Is Not Completed”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Special Factors—Delisting and Deregistration of KnowBe4’s Common Stock”

“Special Factors—Financing of the Merger”

“The Merger Agreement—Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers”

“The Merger Agreement—Treatment of Shares and Equity Awards”

“The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures”

Annex A—Agreement and Plan of Merger

(c)(1) – (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Opinion of Morgan Stanley & Co. LLC”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for KnowBe4 After the Merger”

“Special Factors—Certain Effects of the Merger”


“Special Factors—Certain Effects on KnowBe4 if the Merger Is Not Completed”

“Special Factors—Intent of KnowBe4’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantees”

“The Merger Agreement—Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers”

“The Merger Agreement—Treatment of Shares and Equity Awards”

“The Support Agreements”

“Important Information Regarding KnowBe4”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of Morgan Stanley & Co. LLC

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Opinion of Morgan Stanley & Co. LLC”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for KnowBe4 After the Merger”

“Special Factors—Certain Effects of the Merger”

Annex B—Opinion of Morgan Stanley & Co. LLC

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for KnowBe4 After the Merger”

“Special Factors—Certain Effects on KnowBe4 if the Merger is Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Opinion of Morgan Stanley & Co. LLC”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for KnowBe4 After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on KnowBe4 If the Merger Is Not Completed”


“Special Factors—Unaudited Prospective Financial Information”

Annex B—Opinion of Morgan Stanley & Co. LLC

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Opinion of Morgan Stanley & Co. LLC”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for KnowBe4 After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on KnowBe4 if the Merger Is Not Completed”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Delisting and Deregistration of KnowBe4’s Common Stock”

“The Merger Agreement—Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers”

“The Merger Agreement—Treatment of Shares and Equity Awards”

“The Merger Agreement—Indemnification and Insurance”

“The Merger Agreement—Employee Benefits”

“Appraisal Rights”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of Morgan Stanley & Co. LLC

Item 8. Fairness of the Transaction

(a) – (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Opinion of Morgan Stanley & Co. LLC”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

Annex B—Opinion of Morgan Stanley & Co. LLC

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”


“Questions and Answers”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“The Special Meeting—Votes Required”

“The Special Meeting—Voting of Proxies”

“The Special Meeting—Revocability of Proxies”

“The Merger Agreement—Conditions to the Closing of the Merger”

“Proposal 1: The Merger Proposal”

Annex A—Agreement and Plan of Merger

(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Interests of KnowBe4’s ’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of KnowBe4’s Directors and Executive Officers in the Merger”

(f) Other offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a) – (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Opinion of Morgan Stanley & Co. LLC”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Where You Can Find Additional Information”

Annex B—Opinion of Morgan Stanley & Co. LLC

Fairness Opinion Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee, dated October 10, 2022, and preliminary discussion materials dated July 28, 2022, August 19, 2022, September 15, 2022, September 15, 2022 and September 29, 2022, which are filed as Exhibit (c)(ii)-(vii), respectively, and are incorporated herein by reference.


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

Item 10. Source and Amounts of Funds or Other Consideration

(a) – (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantees”

“The Merger Agreement—Efforts to Close the Merger”

“The Merger Agreement—Conditions to the Closing of the Merger”

“The Merger Agreement—Conduct of Business Pending the Merger”

Annex A—Agreement and Plan of Merger

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects on KnowBe4 if the Merger Is Not Completed”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

“The Merger Agreement—Fees and Expenses”

“The Merger Agreement—Termination Fees and Remedies”

Annex A—Agreement and Plan of Merger

Item 11. Interest in Securities of the Subject Company

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Important Information Regarding KnowBe4—Security Ownership of Certain Beneficial Owners and Management”

“Important Information Regarding the Purchaser Filing Parties”

“The Support Agreements”

Annex C—Support Agreement (The Founder)

Annex D—Support Agreement (The KKR Investor)

Annex E—Support Agreement (The Elephant Funds)

Annex F—Support Agreement (The VEPF Funds)

Annex G—Support Agreement (Mitnick)

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Important Information Regarding KnowBe4—Transactions in KnowBe4 Common Stock”

“Important Information Regarding KnowBe4—Prior Public Offerings”


“The Merger Agreement”

“Support Agreements”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (The Founder)

Annex D—Support Agreement (The KKR Investor)

Annex E—Support Agreement (The Elephant Funds)

Annex F—Support Agreement (The VEPF Funds)

Annex G—Support Agreement (Mitnick)

Item 12. The Solicitation or Recommendation

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Intent of KnowBe4’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”

“The Special Meeting—Votes Required”

“The Support Agreements”

Annex C—Support Agreement (The Founder)

Annex D—Support Agreement (The KKR Investor)

Annex E—Support Agreement (The Elephant Funds)

Annex F—Support Agreement (The VEPF Funds)

Annex G—Support Agreement (Mitnick)

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Proposal 1: The Merger Proposal”

Item 13. Financial Information

(a) Financial statements. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 are incorporated herein by reference.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Unaudited Prospective Financial Information”


“Important Information Regarding KnowBe4—Book Value Per Share”

“Where You Can Find Additional Information”

(b) Pro forma information. Not applicable.

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

(a) – (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the KnowBe4 Board”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Interests of KnowBe4’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Treatment of Shares and Equity Awards”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

The following exhibits are filed herewith:

 

(a)(2)(i)

Preliminary Proxy Statement of KnowBe4, Inc. (included in the Proxy Statement and incorporated herein by reference).

 

(a)(2)(ii)

Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).

 

(a)(2)(iii)

Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).

 

(a)(2)(iv)

Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).

 

(a)(2)(v)+

Equity FAQs, dated October 20, 2022 (included in Schedule 14A filed on October 20, 2022 and incorporated herein by reference).

 

(a)(2)(vi)+

Email to Customers and Partners, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference).

 

(a)(2)(vii)+

Email to Employees, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference).

 

(a)(2)(viii)+

Employee FAQs, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference).


(a)(2)(ix)+

Email to Investors and Analysts, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference).

 

(a)(2)(x)+

Transcript of Employee Town Hall, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference).

 

(a)(2)(xi)+

Current Report on Form 8-K, dated October 13, 2022 (included in Schedule 14A filed on October 13, 2022 and incorporated herein by reference).

 

(a)(2)(xii)+

Current Report on Form 8-K, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference).

 

(a)(2)(xiii)

Current Report on Form 8-K, dated December 8, 2022 (included in Schedule 14A filed on December 8, 2022 and incorporated herein by reference).

 

(a)(5)(i)+

Press Release, dated October 11, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference).

 

(c)(i)

Opinion of Morgan Stanley & Co. LLC, dated October 11, 2022 (included as Annex B to the Proxy Statement and incorporated herein by reference).

 

(c)(ii)*

Fairness Opinion Presentation Materials of Morgan Stanley  & Co. LLC to the Special Committee, dated October 10, 2022.

 

(c)(iii)*

Preliminary Discussion Materials of Morgan Stanley  & Co. LLC for the Special Committee, dated July 28, 2022.

 

(c)(iv)*

Preliminary Discussion Materials of Morgan Stanley  & Co. LLC for the Special Committee, dated August 19, 2022.

 

(c)(v)*

Preliminary Discussion Materials of Morgan Stanley  & Co. LLC for the Special Committee, dated September 15, 2022.

 

(c)(vi)

Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated September 15, 2022.

 

(c)(vii)*

Preliminary Discussion Materials of Morgan Stanley  & Co. LLC for the Special Committee, dated September 29, 2022.

 

(d)(i)

Agreement and Plan of Merger, dated as of October 11, 2022, by and among the Company, Parent, and Merger Sub (included as Annex A to the Proxy Statement and incorporated herein by reference).

 

(d)(ii)

Support Agreement, dated as of October  11, 2022, by and among the Parent, the Company, Stu Sjouwerman and Sjouwerman Enterprises Limited Partnership (included as Annex C to the Proxy Statement and incorporated herein by reference).

 

(d)(iii)

Support Agreement, dated as of October 11, 2022, by and among the Parent, the Company, and KKR Knowledge Investors L.P. (included as Annex D to the Proxy Statement and incorporated herein by reference).

 

(d)(iv)

Support Agreement, dated as of October 11, 2022, by and among the Parent, the Company, Elephant Partners I, LP, Elephant Partners II, LP for Elephant Partners II-B, LP, and Elephant Partners 2019 SPV-A, LP (included as Annex E to the Proxy Statement and incorporated herein by reference).

 

(d)(v)

Support Agreement, dated as of October  11, 2022, by and among the Parent, the Company, VEPF VII SPV I, L.P., and VEPF VII SPV I Holdings, L.P. (included as Annex F to the Proxy Statement and incorporated herein by reference).

 

(d)(vi)+

Amended and Restated Commitment Letter, executed by the Commitment Parties thereto and accepted and agreed to by Oranje Holdco, LLC, dated October 14, 2022.

 

(d)(vii)+

Equity Commitment Letter, executed by Vista Equity Partners Fund VII, L.P. and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022.

 

(d)(viii)+

Equity Commitment Letter, executed by Vista Equity Partners Fund VIII, L.P. and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022.

 

(d)(ix)+

Equity Commitment Letter, executed by KKR Knowledge Investors L.P. and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022.

 

(d)(x)+

Limited Guarantee, dated October 11, 2022, between Vista Equity Partners Fund VII, L.P. and KnowBe4, Inc.

 

(d)(xi)+

Limited Guarantee, dated October 11, 2022, between Vista Equity Partners Fund VIII, L.P. and KnowBe4, Inc.

 

(d)(xii)

Support Agreement, dated as of December 8, 2022, by and between the Company and Kevin Mitnick, as trustee of the Kevin Mitnick Family Trust dated 8/31/20, by and on behalf of such trust (included as Annex G to the Proxy Statement and incorporated herein by reference).

 

(f)

Section  262 of the Delaware General Corporation Law.

 

(g)

None.

 

107+

Filing Fee Table.

 

+

Previously filed with the Transaction Statement on Schedule 13E-3 filed with the SEC on November 14, 2022.

*

Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.


SIGNATURES

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

 

KNOWBE4, INC.

By:  

/s/ Sjoerd Sjouwerman

Name:   Sjoerd Sjouwerman
Title:   Chief Executive Officer

 

[Signature Page to SC 13e-3]


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

 

ORANJE HOLDCO, LLC
By:   /s/ Nicholas Prickel
Name:   Nicholas Prickel
Title:   Vice President
ORANJE MERGER SUB, INC.

By:

 

/s/ Nicholas Prickel

Name:

 

Nicholas Prickel

Title:

 

Vice President

 

[Signature Page to SC 13e-3]


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

 

SJOUWERMAN ENTERPRISES LIMITED PARTNERSHIP

By:

 

Sjouwerman Management, LLC

Its:

 

General Manager

By:

 

/s/ Sjoerd Sjouwerman

Name:

 

Sjoerd Sjouwerman

Title:

 

Manager

By:

 

/s/ Rebecca Weiss Sjouwerman

Name:

 

Rebecca Weiss Sjouwerman

Title:

 

Manager

SJOUWERMAN MANAGEMENT, LLC

By:

 

/s/ Sjoerd Sjouwerman

Name:

 

Sjoerd Sjouwerman

Title:

 

Manager

By:

 

/s/ Rebecca Weiss Sjouwerman

Name:

 

Rebecca Weiss Sjouwerman

Title:

 

Manager

SJOERD SJOUWERMAN

By:

 

/s/ Sjoerd Sjouwerman

Name:

 

Sjoerd Sjouwerman

 

[Signature Page to SC 13e-3]


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

 

VEPF VII SPV I, L.P.

By:

 

Vista Equity Partners Fund VII GP, L.P.

Its:

 

General Partner

By:

 

VEPF VII GP, Ltd.

Its:

 

General Partner

By:

 

/s/ Robert F. Smith

Name:

 

Robert F. Smith

Title:

 

Director

VEPF VII SPV I HOLDINGS, L.P.

By:

 

Vista Equity Partners Fund VII GP, L.P.

Its:

 

General Partner

By:

 

VEPF VII GP, Ltd.

Its:

 

General Partner

By:

 

/s/ Robert F. Smith

Name:

 

Robert F. Smith

Title:

 

Director

VISTA EQUITY PARTNERS FUND VII GP, L.P.

By:

 

VEPF VII GP, Ltd.

Its:

 

General Partner

By:

 

/s/ Robert F. Smith

Name:

 

Robert F. Smith

Title:

 

Director

 

[Signature Page to SC 13e-3]


VEPF VII GP, LTD.
By:  

/s/ Robert F. Smith

Name:   Robert F. Smith
Title:   Director
ROBERT F. SMITH

/s/ Robert F. Smith

 

 

[Signature Page to SC 13e-3]


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

 

ELEPHANT PARTNERS I, L.P.
By:   Elephant Partners GP I, LLC
Its:   General Partner
By:  

/s/ Patrick Cammarata, attorney-in-fact

Name:   Jeremiah Daly
Title:   Managing Member
ELEPHANT PARTNERS II, L.P.
By:   Elephant Partners GP II, LLC
Its:   General Partner
By:  

/s/ Patrick Cammarata, attorney-in-fact

Name:   Jeremiah Daly
Title:   Managing Member
ELEPHANT PARTNERS 2019 SPV-A, L.P.
By:   Elephant Partners GP I, LLC
Its:   General Partner
By:  

/s/ Patrick Cammarata, attorney-in-fact

Name:   Jeremiah Daly
Title:   Managing Member

 

[Signature Page to SC 13e-3]


ELEPHANT PARTNERS II-B, L.P.
By:   Elephant Partners GP II, LLC
Its:   General Partner
By:  

/s/ Patrick Cammarata, attorney-in-fact

Name:   Jeremiah Daly
Title:   Managing Member
JEREMIAH DALY
By:  

/s/ Patrick Cammarata, attorney-in-fact

Name:   Jeremiah Daly

 

[Signature Page to SC 13e-3]


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

 

KKR KNOWLEDGE INVESTORS L.P.

By: KKR Knowledge Investors GP LLC, its general partner

By:   /s/ Stephen Shanley
Name:  

Stephen Shanley

Title:  

Vice President

STEPHEN SHANLEY

By:   /s/ Stephen Shanley
Name:  

Stephen Shanley

 

[Signature Page to SC 13e-3]

Exhibit (c)(ii)

 

LOGO

Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Valuation Materials Underlying Fairness Opinion Project Orange October 10, 2022 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. PRELIMINARY AND CONFIDENTIAL DRAFT


LOGO

Morgan Stanley Executive Summary • The Special Committee and, at the Special Committee’s direction, the Company and the Special Committee’s advisors have engaged with “Violet” in response to Violet’s inbound interest and proposal—Following inbound interest from Violet, the Board formed the Special Committee and engaged Morgan Stanley and Potter, Anderson & Corroon LLP as advisors to assist with its evaluation of a potential transaction with Violet and other potential bidders • After negotiations, both sides have indicated interest in moving forward with a transaction at $24.90 per share—10.3x AV / CY2023E Revenue Multiple -44% premium to unaffected share price of $17.30 as of 9/16/2022 • Outreach to 4 strategic parties and 12 financial sponsors pre-13D filing by Violet yielded no other bids—Post-1 3D filing by Violet, Morgan Stanley conducted additional outreach to certain parties from the total pool listed above. There were no expressions of interest from potential buyers that were contacted or any other potential bidders • The Board resolutions forming the Special Committee provided the Special Committee with broad powers to evaluate a transaction with Violet, as well as a transaction with other potentially interested buyers. The Board resolutions also provided the Special Committee with the “power to say no” and maintain the status quo • The Board resolutions forming the Special Committee indicated that the Company would not effectuate a “Specified Strategic Transaction” if it had not first been -Approved or recommended by the Special Committee, and -Approved by holders of a majority of the voting power of the outstanding shares of the Company held by disinterested stockholders as determined by the Special Committee PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 2


LOGO

Morgan Stanley (1-4) Transaction Summary Overview of Violet Proposal $MM, except per share prices and where noted Unaffected Date Summary of Proposal (9/16/2022) Current Proposal Key Terms Description Share Price ($) $17.30 $24.90 Price • $24.90 per share (x) Fully Diluted Shares (MM) 185.0 185.4 Form of Consideration • All cash Fully Diluted Equity Value $3,200 $4,616 Announcement Timing • [10/10/2022, post-market close] (+) Debt 0 0 (-) Cash (344) (344) Rollover • Rollover investment by Elephant and Founder • KKR in approval process of new investment, with existing Fully Diluted Aggregate Value $2,856 $4,272 equity as backstop should new investment not be approved • Vested RSUs, PSUs and in-the-money vested options are cashed out Treatment of Equity • Out-of-the-money options are cancelled Awards at Closing • Unvested RSUs, PSUs and in-the-money unvested options will be converted into a cash award and paid out in cash at the CY2023E Revenue Multiple Metric transaction price post-closing according to existing vesting schedules Street 416 6.9x 10.3x • Stockholder approval (majority of minority—rollover Management Plan 440 6.5x 9.7x shareholders will not be permitted to vote) • Regulatory / Antitrust approvals CY2023E P/LFCF Multiple Metric Conditions to Close • No legal injunctions or restraints • Accuracy of reps and warranties subject to customary Street 104 30.7x 44.2x materiality standards 107 43.0x • Material performance of covenants and obligations Management Plan 29.8x • Absence of a Material Adverse Effect, subject to customary exceptions Implied Price Premia Superior Proposal 0% Termination Right • Under specified circumstances, Company may terminate Unaffected Spot (9/16/2022) ($17.30) ^44%? Unaffected 30-Day Average ($19.10) (9%) 30% agreement in order to accept a “Superior Proposal” • Company termination fee equal to 3.0% of equity value payable in specified circumstances including acceptance of Superior Proposal Termination Fees • Parent termination fee equal to 6.0% of equity value payable in Management Plan provided by management on 8/12/2022 the event Parent materially breaches the agreement or fails Aggregate value and equity value calculations based on standalone Orange valuation and do not reflect any capitalization effects to close the transaction after satisfaction of all closing resulting from change of control. For detailed Orange capitalization, please refer to pg. 21 conditions Notes 3. 1. Provided herein are brief summaries of complex provisions. Company and Special Committee counsel provide a full review of 4. Merger Agreement and related documents. This is a summary of only certain selected proposed transaction terms, as set forth in the draft Merger Agreement dated October 10, 2022 and is not a complete description of proposed transaction terms. Terms may change given ongoing negotiations 2. Market data as of 10/7/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 3


LOGO

Morgan Stanley Summary of Certain Transaction Terms (1) Per Draft Merger Agreement Dated October 10, 2022 Structure • One-step reverse triangular merger, with the Company becoming a wholly-owned subsidiary of Violet’s purchasing entity Support • Violet, Elephant, KKR and Stu Sjouwerman to enter into support agreements Agreement / • Elephant and Stu Sjouwerman to contribute a portion of the shares of Company common stock held by them to the purchasing entity Rollover • KKR in approval process of new investment, with existing equity as backstop should new investment not be approved • RSUs: (i) vested RSUs are cashed-out; (ii) unvested RSUs are converted into a cash award and cashed-out at the per share price following the closing subject to existing vesting provisions Treatment of • PSUs: (i) vested PSUs are cashed-out; (ii) unvested PSUs are converted into a cash award and cashed-out at the per share price following the closing subject to existing time-based vesting provisions with performance-based vesting conditions deemed achieved at 100% of target Equity Awards • Options: (i) vested, outstanding, and unexercised options that are in-the-money are cashed-out (less the exercise price); (ii) out-of-the-money options are cancelled; (iii) unvested options are assumed by the purchasing entity and cashed-out at the per share price (less exercise price) following the closing subject to existing vesting provisions No-Shop / • Customary “fiduciary out” permitting the Company to: Fiduciary Out • Terminate the merger agreement to accept a Superior Proposal, subject to the terms and conditions in the Merger Agreement, including payment of the Company termination fee Provisions • Make a Recommendation Change regarding an intervening, subject to the terms and conditions in the Merger Agreement Regulatory • HSR approval required and other agreed-upon government entity regulatory approvals Key • Stockholder approval (majority of minority) Conditions to • Regulatory / Antitrust approvals Close • No legal injunctions or restraints • Accuracy of reps and warranties subject to customary materiality standards • Material performance of covenants and obligations • Absence of a Material Adverse Effect, subject to customary exceptions Termination Events • Mutual: (i) mutual written agreement; (ii) permanent injunction or other judgment of restraint; (iii) after the Termination Date; (iv) failure to obtain stockholder approval • By Parent: (i) uncured breach by Company of reps and warranties or covenants that would cause closing condition failure; (ii) Company Recommendation Change • By Company: (i) uncured breach by Parent of reps and warranties or covenants that would cause closing condition failure; (ii) to enter into agreement to effect Superior Proposal after paying the Termination Fee; (iii) failure of Parent to close the deal after closing conditions have been met • Company termination fee equal to 3.0% of equity value payable in specified circumstances including acceptance of Superior Proposal Termination • Parent termination fee equal to 6.0% of equity value payable if Parent fails to close transaction after satisfaction of all closing conditions (including as a result of Fees (2) the failure of Parent’s debt financing) Notes 1. Provided herein are brief summaries of complex provisions. Company counsel to provide a full review of Merger Agreement and related documents. This is a summary of only certain selected proposed transaction terms, as set forth in the Draft Merger Agreement dated October 10, 2022 and is not intended to be a complete description of proposed transaction terms. Terms likely to change due to ongoing negotiations. 2. For the purposes of calculating termination fees, equity value is calculated by multiplying the offer price by the fully diluted shares outstanding (with application of the treasury stock method for dilutive securities) PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 4


LOGO

Morgan Stanley Strategic Rationale 44% premium to unaffected price ($17.30) as of 9/16/2022—Above 30% median premiumI II Fulsome process suggests there’s not a higher bid available High degree of closing certainty Ability to accept a Superior Proposal under certain circumstances Adverse impact on Orange’s business operations, competitive positioning and share price if merger not completed in a timely manner Termination fee requirement in case of merger not reaching completion Tax liability created by all-cash transaction for US-based Orange shareholders Disruption to business schedule of senior executives due to merger activities and its potential to adversely impact firm ir tn performance Share price and resulting value impact in case of merger not reaching completion Notes II Based on $1Bn+ Aggregate Value software transaction since 2014 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 5


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Morgan Stanley Illustrative Sources and Uses and Pro Forma Capital Structure Equity Rollover Assumed Transaction Sources and Uses $MM, unless otherwise Illustrative Equity Rollover Assumption (2)(4)(5) $MM, unless otherwise noted noted Value at Value for Dea Percent Sources ($MM) ($MM) Investor $24.90 % of FD Equit Rolled Amount Rolled Excess Cash $283 Emerald $923 20% 46% $425 Transaction Debt $1,000 Vista Rollover E $4091 Khaki $650 14% 46% $300 Rolled Insider & Mgmt Equity r $783 I Stu $115 3% 50% $58 Unvested Equity “$WT Subtotal $1,689 37% 46% f~ $78~ | Sponsor Equity 1 $2,1211 Subtotal Rolled as % Total FD Equity 17% Total Sources $4,699 f $409 1 Violet $409 9% 100% Uses ($MM) ($MM) Total $2,098 45% 57% $1,192 Equity Purchase Price $4,616 Transaction Expenses $83 Rolled as % Total FD Equity 26% Total Uses $4,699 ( Emerald sells 20M and rolls rest, 100% sell and 1 $300M investment from Khaki, 50% roll from Stu, I y W0%_roll_from Violet I Pro Forma Capital Structure Orange Transaction Adjustments Pro Forma Balance Sheet Adjustments Cash $363 ($283) $80 Existing Debt New Transaction Debt—$1,000 $1,000 Total Debt $0 $1,000 Net Debt ($363) $920 Credit Stats Debt / CY22 EBITDA — 18.1x Debt / CY22 ARR — 2.7x Notes 4. In calculating the amount of value that can be rolled over by each individual investor we are only including vested RSUs 1. Assumes transaction dose on 12/31/2022 at $24.90 per share for Stu 2. Market Data from CapitallQ and Estimates from Thomson as of 10/7/2022 5. Khaki potentially selling 100% of their shares but investing $300MM from a different fund, 31% effective roll 3. Assumes Orange has $363MM of cash on the balance sheet as of 1/31/2023 and has a min cash level of $80MM 6


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Morgan Stanley Shareholder Voting Analysis (Majority of the Disinterested Parties) • Assumes current Class A and Class B Top 10 Aggregate Voting Power Shareholders (Non-Board Members / Insiders) shareholders hold their shares through Class A Class B Total (A+B) to the shareholder vote Aggregate Voting (1) Class B Sha Aggregate Voting Economic Economic Shareholder Class A Shares Held Held res Voting Power Power Power % Ownership Ownership % Kevin Mitnick 2.5 4.9 49.0 51.5 31% 7.4 4% Legacy Marlin Holdings—1.2 12.5 12.5 7% 1.2 1% • Assumes rollover / new investment RadWit Inc—1.2 11.9 11.9 7% 1.2 1% current shareholders are prohibited Sanabil Private Equity Investments Company—0.8 8.3 8.3 5% 0.8 0% Voya Financial, Inc. 5.7 5.7 3% 5.7 3% from voting (i.e. Vista, KKR, Elephant, Invesco Ltd. 4.9 4.9 3% 4.9 3% Stu Sjouwerman) FMR LLC 4.9 4.9 3% 4.9 3% BlackRock Institutional Trust Company NA 4.7 4.7 3% 4.7 3% Eventide Asset Management, LLC 4.2 4.2 3% 4.2 2% The Vanguard Group 3.4 3.4 2% 3.4 2% • Assumes no RSU or Option holders Other Common Shareholders Excl. Affiliated 53.4 0.2 1.7 55.0 33% 147.0 79% Totals 83.6 8.3 83.3 166.9 100% 185.4 100% exercise and convert into Class A or B shares and vote Board Member / Insider Assumed Voting Power Class A Class B Total (A+B) Class A Shares Outstanding Vested Options Potential Potential (2) Economic Economic (1) Shareholder Held and RSU Convertible Into Shares of Class B Aggregate Voting Aggregate Voting Ownership Ownership % Power Power % Krish Venkataraman 0.2—0.2 0% 0.2 0% Lars Letonoff 0.8—0.8 1% 0.8 0% Kevin Klausmeyer — 0.0 0% 0.0 0% Gerhard Watzinger—0.7 7.0 4% 0.7 0% Kara Wilson—0.7 7.0 4% 0.7 0% Total Additional Votes 0.8 1.4 15.0 9% 2.4 1% Current Shareholders Assumed Conflicted For the Vote Class A Class B Total (A+B) Shareholder Class A Shares Class B Shares Voting Power Aggregate Voting Aggregate Voting Economic Economic (1) Held Held Power Power % Ownership Ownership % Emerald—37.1 37.1 20% Khaki—26.1 26.1 14% Violet 1.9 14.6 16.4 9% Stu Sjouwerman 0.1 4.4 4.5 2% Totals 2.0 82.1 84.1 45% Notes 1. Economic ownership calculated off of fully diluted share count of 185.4M inclusive of affiliated shares 2. Assumes Total Potential Diluted Aggregate Voting Power of 166 9MM votes 7


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Morgan Stanley Progress Summary Contacted / NDA & Initial PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 8


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Morgan Stanley Bidder Outreach Progress Detail Responding to High Priority Company Connected Earnings Pack NDA Signed MP Scheduled Meeting Held Received Initial Bid Received Final Bid Diligence Sponsors [***] ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ [***] ✓ ✓ ✓ ✓ ✓ [***] ✓ ✓ ✓ ✓ ✓ Strategics [***] ✓ No lnt«wp<;t [***] ✓ ✓ ✓ ✓ ✓ ✓ XX [***] ✓ ✓ ✓ ✓ ✓ X [***] ✓ ✓ X [***] ✓ XX [***] ✓ X [***] ✓ ✓ ✓ ✓ ✓ X [***] ✓ ✓ ✓ ✓ ✓ X [***] ✓ XX [***] ✓ ✓ ✓ ✓ ✓ ✓ XX [***] ✓ ✓ X [***] ✓ X [***] ✓ ✓ ✓ ✓ X [***] ✓ ✓ ✓ ✓ ✓ X Insider [***] ✓ X No Interest XX Re-confirmed no interest post Violet 13-D Filing Not Engaged, Re-outreach post Violet 13-D Filing PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 9


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Morgan Stanley Orange Recent Share Price History Key Share Price Information Unaffected Price Average Since Q2 Earnings (Unaffected) 30-day Average (Unaffected) $17.30 $19.11 $19.10 9/16/2022: Stock Price Performance Over the Last 3 Months ^unaffected date j Source: Capital IQ Notes 1. Market Data as of 10/7/2022 2. Proxy for Orange Unaffected calculated assuming Orange would trade in-line with WCLD Cloud Software Index 3. Average Since Q2 Earnings and 30-day Average as of unaffected share price of 9/16/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 10


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Morgan Stanley Q32022 Financial Update Revenue $86 $87 $86 +/- $0.2 $86 Street Management Preliminary Flash Estimates Model Estimates Actual Bookings $111 $105-$108 $107 New Business $45 $40-$42 $40 Renewal Add-On / Upgrade $66 $65-$66 $67 ARR $346 $345-$347 $347 Ending Cash $349 $343 $344 FCF Margin 28% 39% 31%+ Notes 1. Street Estimates per Capital IQ as of 10/7/2022 2. Management model received 8/12/2022; Estimates provided by Management on 9/22/2022; Preliminary Flash Actual provided on 10/05/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 11


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Morgan Stanley Illustrative Valuation Matrix $MM other than per share data, unless otherwise noted Street Case Management Case Premium / (Discount) To Fully Diluted Agg. Value AV / Revenue P / FCF AV / Revenue P / FCF — ~ — Unaffected $17.30 0% (9%) (37%) $3,200 $2,856 8.6x 6.9x 40x 31x 8.5x 6.5x 35x 30x — $22.00 27% 15% (20%) $4,076 $3,732 11.2x 9.0x 51x 39x 11.1x 8.5x 44x 38x $23.00 33% 20% (16%) $4,262 $3,918 11.7x 9.4x 53x 41x 11.7x 8.9x 46x 40x et IOI $24.00 39% 26% (12%) $4,449 $4,105 12.3x 9.9x 56x 43x 12.2x 9.3x 48x 41x Viol $24.25 40% 27% (11%) $4,495 $4,151 12.4x 10.0x 56x 43x 12.4x 9.4x 49x 42x $24.50 42% 28% (11%) $4,542 $4,198 12.6x 10.1x 57x 44x 12.5x 9.5x 49x 42x Violet $24.60 42% 29% (10%) $4,561 $4,217 12.6x 10.1x 57x 44x 12.6x 9.6x 49x 42x Revised IOI 1 Violet $24.80 43% 30% (9%) $4,598 $4,254 12.7x 10.2x 58x 44x 12.7x 9.7x 50x 43x Revised IOI 2 Current $24.90 44% 30% (9%) $4,616 $4,272 12.8x 10.3x 58x 44x 12.7x 9.7x 50x 43x Proposal Price Unaffected 30-Day Avg. 52 Wk. High EV CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E Metric $17.30 $19.10 $27.40 $3,200 $2,856 $334 $416 $80 $104 $336 $440 $92 $107 Growth Rate / Margin 36% 25% 24% 25% 36% 31% 28% 24% Orange Counter 49% 35% (6%) $4,775 $4,431 13.3x 10.7x 60x 46x 13.2x 10.1x 52x 44x Proposal 2 Proposal 2 $26.00 50% 36% (5%) $4,821 $4,477 13.4x 10.8x 60x 46x 13.3x 10.2x 52x 45x n Orange $26.50 53% 39% (3%) $4,915 $4,571 13.7x 11.0x 62x 47x 13.6x 10.4x 53x 46x Counter Proposal 1Source: CapIQ, Thomson Consensus Notes 1. Market data and consensus estimates as of unaffected share price date 9/16/2022 2. FCF defined as operating cash flow less capital expenditures PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 12 $25.00 45% 31% (9%) $4,635 $4,291 12.9x 10.3x 58x 44x 12.8x 9.7x 50x 43x


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Morgan Stanley Overview of Street vs. Management Plan Total Revenue Gross Profit $MM $MM Total Revenue Growth Gross Profit Margin % 20^ 2020^ 202A^ 2022^ 202^ 20^ 2025^- Actuals Street —O— Street Extrapolations Management Notes 1. Street financials represent Thomson consensus estimates as of 9/16/2022 2. Management reflects forecast provided by Management on 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 13


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Morgan Stanley Overview of Street vs. Management Plan (Cont’d) <1><2> Adj. EBITDA Levered Free Cash Flow $MM $MM Levered Free Cash Flow Margin Adj. EBITDA Margin % % 20^9^ 2020^ 202^ 202^ 20^ 202^ 20^ Street Extrapolations —O— Management Notes 1. Street financials represent Thomson consensus estimates as of 9/16/2022 2. Management reflects forecast provided by Management on 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 14


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Morgan Stanley Illustrative Valuation Summary Unaffected Share Price Final Bid: $24.90 as of 9/16/2022: $17.30 0(3) Public Trading Comparables I I Revenue (CY23E) $15.36 $22.05 | Street Case: 6.0x—9.0x AV I CY23E Revenue of $416MM $16.15 M $23.2 Free Management Cash Flow Case: (CY23E) 6.0x—9.0x AV / CY23E Revenue of S440MM I Street Case: 30.0x—45.0x PI CY23E FCF of $104MM $16.93 $17.43 Management Case: 30.0x—45.0x P / CY23E FCF of $107MM I Discounted Equity Value H) I Based on Revenue (CY25E) and discounted 2.2 Years at 12.7% cost of equity Street Case: 6.0x—9.0x AV / CY25E Revenue of $584MM $16.53 Management Case: 6.0x—9.0x AV / CY25E Revenue of $697MM $19.29 $27.65 Based on Free Cash Flow (CY25E) and discounted 2.2 Years at 12.7% cost of equity $17.30 Street Case: 30.0x—45.0x PICY25E FCF of $143MM Management Case: 30.0x—40.0x P / CY25E FCF of $208MM $33.37 I Discounted Cash Flow Analysis I Management Case: 11.7% -13.7% WACC; 3.0%—4.0% PGR $16.94 I O Precedent Transaction Multiples I Revenue (NTM CY22E) Street Case: 7.0x -11 .Ox AV / NTM Revenue of $395MM $16.82 Management Case: 7.0x -11 .Ox AV / NTM Revenue of $26.42 $17.53 $414MM For Reference Precedent Transaction Premia 20%—50% Premium to Unaffected Spot ($17.30) 20%—50% Premium to Unaffected 30-Day Average ($19.10) Historical Trading Range (6) Last 30 Days Last 90 Days $20.28 I $14.29 $20.80 Last 365 Days $14.29 $27.40 Analyst Price Targets Undiscounted Discounted 1 Year @ 12.7% Cost of Equity Median $0 $5 $10 $15 $20 $25 $30 $35 $40 Notes Hubspot, Okta, Qualys, Rapid7, Tenable, Crowdstrike, Zscaler 1. Market data and Thomson estimates as of 10/7/2022; Orange financials as of unaffected share price of $17.30 as of 9/16/2022; Valuation date for DEV and DCF as of 10/7/2022 4. Cost of equity of 12.7% based on 1.49 Barra predicted beta as of 9/16/2022, 3.8% risk-free rate and 6.0% market risk premium Street financials represent consensus estimates through Historical trading range based on daily last sale prices on or before unaffected date 9/16/2022 CY2024E 5. 2. Management reflects forecast provided by Management on 8/12/2022 6. 3. Relevant public comparables include: Atlassian, DocuSign, Smartsheet, Jamf, Zoominfo, Asana, Sprout Social, PagerDuty, PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 15


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Morgan Stanley Orange Comparable Company Operational Benchmarking (1) CY2023E Orange Market Data as of Unaffected Date 9/16/2022; Comparables as of 10/07/2022 CY2023E Revenue Growth (%) CY2023E Adj. EBITDA Margin (%) CY2023E Free Cash Flow Margin (%)(2) CY2023E Rule of (%)(3) 17 Management Street 17 Street Management ZoomInfo 44 ZoomInfo 67 Jamf Atlassian DocuSign DocuSign Atlassian Jamf Hubspot Hubspot PagerDuty PagerDuty Sprout Social (0) Sprout Social Smartsheet (1) Smartsheet Asana Asana Qualys Qualys 40 69 Crowdstrike Crowdstrike Zscaler Zscaler Tenable Tenable Rapid7 Okta Rapid7 Okta 0 Source: Capital IQ, Thomson Consensus, Company Management Orange Estimates High Growth Software High Growth Security Notes 1. Market data and consensus estimates for comparables as of 10/7/2022; Orange market data and consensus estimates as of unaffected date 9/16/2022 2. Management reflects forecast provided by Management on 8/12/2022 3. Free cash flow calculated as operating cash flow less capital expenditures 4. Rule of defined as the sum of revenue growth and free cash flow margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 16


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Morgan Stanley o Orange Comparable Company Valuation Benchmarking Orange Market Data as of Unaffected Date 9/16/2022; Comparables as of 10/07/2022 CY2023E AV / Revenue <1> X CY2023E P / FCF HM2)(3) x Source: Capital IQ, Thomson Consensus Orange Estimates High Growth Software High Growth Security Notes 1. Market data and consensus estimates for comparables as of 10/7/2022; Orange market data and consensus estimates as of unaffected date 9/16/2022 2. Management reflects forecast provided by Management on 8/12/2022 3. Free cash flow calculated as operating cash flow less capex PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 17


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Morgan Stanley o Discounted Equity Value—Based on CY2025E Revenue Street and Management Cases; Value at 12/31/2024 Discounted to 10/7/2022 <1)(2)<5) $MM, Except Where Noted Street Case Management Case Street Case Management Case I 2025E Revenue 584 697 2025E Multiple 8.0x 8 Ox Implied Future AV K673 $5^78 ^TroJ^ash 585 619 (-) Proj. Total Debt 0 0 Future Equity Value $5^258 $6/196 Current FDSO 185.1 185.1 Annual Basic Share Increase*6* 0 8% 0.9% Future FDSO 189.5 190.7 Future Price per Share $27.74 $32.50 Cost of Equity (Ke) 12.7% 12.7% Discount Period (Years) 2.23 2.23 Price Per Share NPV $21.22 $24.86 Implied Fully-Diluted Future Discounted Fully-Diluted Share Price (at Dec 2024) * Future Share Price â– 3 Month Performance Street Case Management Case Street Case Management Case â– 12 Month Historical NTM Performance CY2025E Revenue, Margin AV / Revenue Multiple(7) $584 $697 AV / NTM Multiple 18% 26% Unaffected $21.61 $25.21 NTM Multiple $24.67 $28.86 L.@?l 7.2x 7: 30.-7 $27.74 $32.50 H8% $30.81 $36.14 Final Bid NTM 7% Multiple $33.88 $39.78 10.8x $36.94 $43.42 12.Ox $40.01 $47.07 13.Ox $43.08 $50.71 14.Ox $46.14 $54.35 Notes period 2022 to 2025 1. Market data and consensus as of 9/16/2022; Discounted to 10/7/2022 7. Multiples through unaffected date 9/16/2022 2. Management reflects forecast provided by Management on 8/12/2022 3. Assumes future cash balance as of 12/31/2024 of S585MM in Street Case and $619MM in Management Case 4. Cost of equity of 12.7% based on 1.49 Barra beta as of 9/16/2022, 3.8% risk-free rate and 6 0% market risk premium 5. Current FDSO based on implied share price; represents annualized increase in basic shares through 12/31/2023 6. Share creep calculated based on projected cumulative SBC divided by current share price to determine CAGR over the PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 18


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Morgan Stanley 3 Discounted Equity Value—Based on CY2025E LFCF Street and Management Cases; Value at 12/31/2024 Discounted to 10/7/2022 (1)(2)(4) $MM, Except Where Noted Street Case Management Case Street Case Management Case 2025E Revenue 584 697 2025E FCF 143 208 2025E FCF Margin 24.4% 29.8% 2025E Multiple 35.0x 35.0x Implied Future Equity Value $4,994 $7,284 Current FDSO 185.1 185.1 Annual Basic Share Increase (5) 0 8% 0.9% Future FDSO 189.5 190 8 Future Price per Share $26.36 $38.18 Cost of Equity (Ke) 12.7% 12.7% Discount Period (Years) 2 23 2.23 Price Per Share NPV $20.16 $29.21 Implied Fully-Diluted Future Discounted Fully-Diluted (3) Share Price (at Dec 2024) Future Share Price Street Case Management Case Street Case Management Case CY2025E LFCF, Margin P / NTM Multiple $143 $208 24% 30% 30.0x $22.61 $32.74 Unaffected NTM Multiple $26.36 $38.18 32.6x 35.0x Discounted 2.2 Years @$17.30 at 12.7% Cost of Equity 40.0x $30.10 $43.62 / Final Bid NTM $33.85 $49.05 $37.52 Multiple 47.0x @$24.90 Notes 4. Current FDSO based on implied share price; represents annualized increase in basic shares through 12/31/2023 1. Market data and consensus as of 9/16/2022; Discounted to 10/7/2022 5. Share creep calculated based on projected cumulative SBC divided by current share price to determine CAGR over the period 2. Management reflects forecast provided by Management on 8/12/2022 2022 to 2025 3. Cost of equity of 12.7% based on 1.49 Barra beta as of 9/16/2022, 3.8% risk-free rate and 6 0% market risk premium PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 19


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Morgan Stanley <3> Long Term Orange Financial Profile $MM, unless otherwise noted (1)(2) Extrapolations reviewed and approved by management Terminal CY19A CY20A CY21A CY22E CY23E CY24E CY25E CY26E CY27E CY28E CY29E CY30E CY31E CY32E Year Select DCF Input Financials Revenue 121 175 246 336 440 555 697 854 1,020 1,186 1,344 1,480 1,585 1,649 1,706 % Revenue Growth 45% 41% 36% 31% 26% 26% 22% 19% 16% 13% 10% 7% r ——- 1 3% 1 4% 1 Adj. EBITDA 1 16 42 49 75 132 213 282 360 447 537 612 676 725 751 Margin % 1% 9% 17% 15% 17% 24% 31% 33% 35% 38% 40% 41% 43% 144% ___ 1 44% D & A 8 12 14 14 16 21 25 26 31 36 40 44 48 49 51 % of Revenue 7% 7% 6% 4% 4% 4% 4% 3% 3% 3% 3% 3% 3% 3% 3% CapEx + Capitalized Content (17) (13) (12) (21) (25) (18) (20) (26) (31) (36) (40) (44) (48) (49) (51) % of Revenue 14% 8% 5% 6% 6% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% SBC (118) (5) (18) (26) (39) (42) (42) (43) (51) (59) (67) (74) (79) (82) (85) % of Revenue 98% 3% 8% 8% 9% 8% 6% 5% 5% 5% 5% 5% 5% 5% 5% Cash Taxes 0 0 (1) (1) (5) (25) (44) (53) (70) (88) (107) (123) (137) (148) (154) Rate % 5% 54% 8% 8% 25% 36% 30% 25% 25% 25% 25% 25% 25% 25% 25% Change in NWC 35 35 50 64 65 69 63 78 83 83 79 68 52 32 29 71% % Change in Revenue 64% 72% 62% 60% 44% 50% 50% 50% 50% 50% 50% 50% 50% uFCF (99) 32 61 66 71 116 171 238 292 347 401 438 465 477 490 C29% 29% % of Revenue (82%) 18% 25% 20% 16% 21% 24% 28% 29% 29% 30% 30% 29% EBITDA %—uFCF % 83% (9%) (8%) (5%) 1% 3% 6% 5% 7% 8% 10% 12% 13% 15% 15% Notes 1. Management case through to FY2025 reflects forecasts provided by Management on 8/12/2022 2. Extrapolations were reviewed and approved by Management on 9/1/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 20


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Morgan Stanley <3> Discounted Cash Flow Analysis Preliminary Discounted Cash Flow Analysis $MM Discounted Cash Flow Analysis 3.0% 3.5% 4.0% Perpetuity Growth Rate Discount Rate 13.7% 12.7% 11.7% 13.7% 12.7% 11.7% 13.7% 12.7% 11.7% Implied Valuation NPV of UFCF 1,408 1,479 1,554 1,408 1,479 1,554 1,408 1,479 1,554 FV of Terminal Value 4,694 5,175 5,767 4,947 5,482 6,147 5,226 5,823 6,575 PV of Terminal Value 1,381 1,656 2,009 1,456 1,754 2,141 1,538 1,863 2,290 Aggregate Value 2,789 3,135 3,562 2,864 3,233 3,6s5 2,s46 3,342 3,844 Net Cash 344 344 344 344 344 344 344 344 344 Equity Value 3,133 3,47s 3,s06 3,208 3,577 4,03s 3,2s0 3,686 4,188 FDSO 184.9 185.1 185.2 185.0 1851 185.3 185.0 185.1 185.3 Price / Share Qi’eTsO $18.80 $21.0s $17.34 <\$19.32.? $21.80 $17.78 $1s.s1 C$22.6© % Premium / (Discount) to Unaffected (2%) 9% 22% 0% 12% 26% 3% 15% 31% % of Aggregate Value UFCF 50% 47% 44% 49% 46% 42% 48% 44% 40% Terminal Value 50% 53% 56% 51% 54% 58% 52% 56% 60% Implied Terminal EBITDA Multiple 6.3x 6.sx 7.7x 6.6x 7.3x 8.2x 7.0x 7.8x 8.8x Implied Exit FCF Multiple (P/LFCF) 10.3x 11.3x 12.5x 10.8x 11.sx 13.3x 11.4x 12.6x 14.1x Share Price Sensitivity(2)(5) Implied Exit Multiples(2)(3) Revenue and FCF Sensitivity(4)(5) $/Share, Growth declines to 4% by 2032; EBITDA margin X, Growth declines to 4% by 2032; EBITDA margin $/Share, FY2032 Revenue Growth (linear decline from increases to 44% increases to 44%; Assumes 12.7% WACC FY2026) 2032 Revenue Growth WACC Multiple 2% 4% 8% 12% 16% 13.7% 13.2% 12.7% 12.2% 11.7% AV / Revenue AV / EBITDA AV / FCF § 34% $14.39 $15.14 $16.76 $18.56 $20.56 2.5% $16.58 $17.41 $18.32 $19.33 $20.46 2.5% 2.9x 6.5x 10.0x H m ^16.9^ U c 39% $16.36 $17.23 $19.11 $21.19 $23.51 3.0% $17.82 $18.80 $19.88 $21.09 3.0% 3.0x 6.9x 10.6x l U. U 0 ($19.32^ 7 ) 44% ($19.32^ 3.5% $17.34 $18.28 $20.49 $21.80 3.5% 3.2x 7.3x 11.2x 5 ra $18.34 $21.45 $23.82 $26.45 0 $17.78 $18.79 $19.91 $21.17 ^22.60 c 49% 4.0% 4.0% 3.4x 7.8x 11.9x $20.31 $21.41 $23.80 $26.46 $29.40 4.5% $18.27 $19.35 $20.57 $21.94 $23.51 4.5% 3.6x 8.3x 12.7x 54% $22.29 $23.51 $26.15 $29.09 $32.34 Notes o Range from Football Field (p. 15) 1. Management case through to FY2025 reflects forecasts provided by Management on 8/12/2022 2. Extrapolations were reviewed and approved by Management on 9/1/2022 3. Calculated as implied exited aggregate value divided by relevant perpetual operating metric 4. Table assumes 12.7% WACC and 3.5% PGR; Barra Beta as of 9/16/2022 5. FDSO based on basic share count and dilutive securities schedule per Orange Management as of 9/30/2022 6. CY2023E NPV of uFCF stubbed for mid-year PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 21


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Morgan Stanley o Precedent Software Transaction Multiples Selected Software Transactions NTM Aggregate Value / Revenue Highest Multiple Strategic Select Sponsor Software and Strategic Deals Software Deals NTM Rev 18 22 Growth 59% N A’ NA’ 20% 33% 30% 39% 25% 31% 16% 18% 24% 38% 20% 23% 10% 8% 21% 16% 14% 14% 12% 14% 18% 19% 19% 15% 16% 3% 24% 16% 16% 28% 28% 8% Source Morgan Stanley Database, Capital IQ, Thomson Consensus, Company Filings, Public Information Sponsor Deals Strategic Deals Notes 1. Twilio / SendGrid multiple as of closing date 2. Adobe / Figma multiple using ARR as proxy for revenue, forecasts available on All-In Podcast PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 22


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Morgan Stanley 0 Precedent Technology M&A Premia $1 Bn+ Aggregate Value Software Transactions Since 2014 CO # of Deals = 72 Unaffected Spot Premium % # of deals % Premium < 20% 20%—30% 30%—40% 40%—50% 50%+ % Distribution 28% 25% 21% 11% 15% 30-Day Unaffected Average % # of deals 20 % Premium < 20% 20%—30% 30%—40% 40%—50% 50%+ % Distribution 18% 28% 19% 17% 18% Notes 1. Transaction data as of October 2022; excludes withdrawn deals and those by strategic acquirers PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 23


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Morgan Stanley 0 Broker Estimates for Orange Select Analyst Estimates and Targets (1)(2) x $MM, except per share data Following Q2’22 Earnings Announcement, broker price targets range decreased from $19-$29_ Revenue Gross Margin Adj. EBITDA FreeCashFiow Current Price Target Vaiuation Broker Date of Report Rating Price Target Methodology Methodology CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E Cowen 8/4/2022 Outperform 28.00 ~12x CY2023E AV / AV / FCF $335 $415—87% 87% — — $87 $123—Revenue DCF (20x CY2032 Truist 8/4/2022 Buy 28.00 FCF TV) AV / FCF, DCF $334 $424—86% 85%—$54 $59—$81 $98—Piper Sandler 8/4/2022 Overweight 25.00 DCF (25x CY2026E AV / FCF, DCF $334 $421—87% 85% — — $83 $114—FCF) ~40x CY2023E AV / AV / Revenue, Canaccord 8/4/2022 Buy 25.00 FCF AV / FCF $334 $421—87% 87% $80 $105 Stephens 8/4/2022 Overweight 25.00 AV / Revenue $334 $422 $515 88% 87% 87% $53 $72 $98 $81 $114—10x CY2023E AV / Revenue 9.7x AV / CY2023E Needham 8/4/2022 Buy 24.00 AV / Revenue $334 $415 $507 87% 87% 87% $80 $107 $133 Revenue 85% 7 5x AV / Goldman Sachs 8/4/2022 Buy 22.00 Revenue; 15% AV / Revenue $332 $412 $492 86% 85% 85% $46 $65 $90 $64 $106 $146 Strategic Ppaids 25x CY2027E Morgan Stanley 8/4/2022 Equal Weight 21.00 AV / FCF $333 $413 $502 86% 86% 87% $46 $60 $93 $85 $84 $115 AV/FCF Bank of America 8/4/2022 Buy 20.00 7x CY2023E AV / AV / Revenue $334 $420 $521 87% 85% 85% $57 $72 $97 $79 $98 $110 Revenue 8 0x CY2023E AV / Citi 8/5/2022 Neutral 20.00 AV / Revenue $334 $394 $484 83% 78% 78% $52 $63 $79 $84 $98 $126 Revenue UBS 8/4/2022 Neutral 19.00 8 0x CY2023E AV / AV / Revenue $333 $407 $475 87% 87% 88% $60 $75 $89 $82 $95 $109 Revenue Mean $23.36 $334 $415 $499 87% 85% 85% $53 $66 $91 $81 $104 $123 $334 Median $24.00 $415 $502 87% 86% 87% $53 $65 $92 $81 $105 $121 -w Post earnings, median CY22 revenue estimates increased Notes from $332; CY23 estimates 1. Latest available broker estimates, excludes Berenberg due to price target as of 2/17/2022 2. Broker research from prior to the unaffected date of 9/16/2022 decreased from $417 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 24


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Morgan Stanley APPENDIX Reference Materials PRELIMINARY AND CONFIDENTIAL DRAFT 25


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Morgan Stanley Orange Capitalization Summary and Aggregate Value Build $MM, Except Where Noted (1)(2)(3) Unaffected Spot Final Bid Share Price ($) $17.30 $24.90 Basic Total Shares Outstanding (#MM) 176.1 176.1 Shares Weighted Avg Diluted Shares Outstanding Diluted Shares Outstanding Dilutive Instruments (Vested) (#MM) Strike Price ($) (#MM) (#MM) RSUs Outstanding 0.00 $0.00 0.00 0.00 Options Outstanding 5.85 $2.81 4.90 5.19 Total 4.90 5.19 Diluted Shares Outstanding ($MM)—Excluding Unvested 181.0 181.2 Vested Equity Value Funded Upfront $3,130 Shares Weighted Avg Diluted Shares Outstanding Diluted Shares Outstanding Dilutive Instruments (Unvested) (#MM) Strike Price ($) (#MM) (#MM) $103 RSUs Outstanding 2.69 $0.00 2.69 2.69 M M of Unvested Options Outstanding 1.80 $4.69 1.32 1.46 Equity Value Total 4.01 4.16 Fully Diluted Shares Outstanding (#MM) 185.0 185.4 Fully Diluted Equity Value $3,200 <$4,616Z> (+) Debt Principal $0 $0 (-) Cash ($344) ($344) Fully Diluted Aggregate Value $2,856 $4,272 Notes 1. Market data as of 9/16/2022 2. Debt balance, options, and RSUs as of 9/30/2022 per Orange Management 3. Assumes $344MM Cash and 176.1MM basic shares outstanding as of 9/30/2022 per Orange Management PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 26


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Morgan Stanley WACC Calculation Predicted Beta (1)(2) Orange WACC Analysis (1) WACC Calculation Low Base High Market Risk Premium 6.0% 6.0% 6.0% (2) Barra Predicted Beta 1.49 1.49 1.49 1.2 Risk Free Rate—10-Year Spot as of 10/07/22 3.8% 3.8% 3.8% Sensitivity Adjustment (1.0%) 0.0% 1.0% 1.1 1 Cost of Equity 11.7% 12.7% 13.7% CM CM CM CM CM CM CM CM CM CM CM CM CM Q_ c CD o 6 (D _Q Q_ C O â–¡ — Q (D â–¡ < > Z5 < O LL < O Equity / Total Capitalization 100.0% 100.0% 100.0% Pre-Tax Cost of Debt Tax Rate 25% 25% 25% After-Tax Cost of Debt Total Debt / Total Capitalization WACC 11.7% 12.7% 13.7% Notes 1. Market data as of 10/7/2022 2. Barra Beta per Capital IQ as of 9/16/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 27


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Morgan Stanley Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distr bute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. The purpose of this document is to provide the recipient with a preliminary valuation for discussion purposes in connection with a potential transaction. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 28

Exhibit (c)(iii)

 

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Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Discussion Project Orange July 28, 2022 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH (1[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. PRELIMINARY AND CONFIDENTIAL DRAFT


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Morgan stanley SECTION 1 Process Update & Considerations PRELIMINARY AND CONFIDENTIAL DRAFT 2


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Morgan stanley Status of Key Project Orange Workstreams Key Workstreams Workstream Status Commentary Potter Anderson held call with K&E on 7/27 to discuss implications of NDA on 13D obligation Violet NDA In Progress Awaiting finalized view from K&E before executing extension Strategic & Sponsor Form NDA Not Started Potter Anderson to prepare form NDA for use with select strategic and sponsor parties Initial draft of Management Presentation reviewed with management on 7/27 Management Presentation In Progress Morgan Stanley is finalizing a draft incorporating Q2’22 financials Management has prepared an initial draft of the model Financial Forecast Model In Progress C-level CY2023E planning session held 7/27, with outlook to be incorporated into model Management has prepared responses to Financial data requests Initial Due Diligence Requests In Progress Management unable to respond to remaining requests without additional resources Violet has provided a detailed workplan and due diligence requests Additional Due Diligence Requests Not Started Management unable to respond to most requests without additional resources Additional Management Violet requesting to schedule initial Accounting & Tax and Legal calls Not Started Presentations Business and Financial sessions to be arranged subject to diligence responses Morgan Stanley has initiated outreach to Tier 1A sponsor parties and multiple parties have requested NDA Initial Outreach In Progress Committee to determine additional parties for outreach (including strategics) PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PROCESS UPDATE & CONSIDERATIONS 3


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Morgan Stanley Status of Outreach to Tier 1A Sponsor Partners Initial NDA # Code Name Outreach Requested Process Notes Contact Details In Process (7/26) Provided initial diligence requests and sent diligence plan for the 1 [***] 7/20/2022 Existing next couple weeks. Awaiting NDA clarification before providing further [***] information (7/20) Knows the Company well, interested in engaging [***] 2 [***] 7/20/2022 [***] 3 7/20/2022 Yes (7/20) Limited familiarity with the Company, reviewing internally, will [* **] [***] revert (7/20) Would sell position in existing fund; potential to reinvest $150- 4 [ ***] 7/21 /2022 250MM out of new fund alongside very select set of partners [ * * * ] 5 [ ***] 7/20/2022 Yes (7/20) Company would like to engage and get under NDA [***] Pass (7/20) Familiar with the Company, reviewing internally, will revert (7/26) [***] -Appreciate being on short list—Company has been on our screen for a while—Believe it’s a category winner with opportunity to expand into new categories (although expansion categories will likely be more competitive) 1 [***] 7/20/2022 [***]—Valuation today is on the cusp and a touch above where we’d underwrite, add a premium and it’s a bridge too far on valuation—7 .5-Sx ARR is above a lot of other software names—Profitability is propping up multiple vs. others -Also macro risk—hard to lean in with Fed meeting—Post Labor Day if nothing happens in your process they’d like to reconnect PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PROCESS UPDATE & CONSIDERATIONS 4


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Morgan Stanley Potential Interest From Large Number of Sponsors Tier 1A Tier 1 B [***] [***] Tier 2 [***] Potential Partners I Capital Providers [***] PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PROCESS UPDATE & CONSIDERATIONS 5


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Morgan Stanley Potential Strategic Buyers Tier 1 – Suggested Outreach [***] Tier 2 – Others Considered [***] PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PROCESS UPDATE & CONSIDERATIONS 6


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Morgan Stanley Illustrative Process Timeline July August September 25 26 27 28 29 1 2 3 4 5 8 9 10 11 12 15 16 17 18 19 22 23 24 25 26 29 30 31 1 2 5 6 7 8 9 Timeline to Transaction Signing and Announcement Prepare Marketing Materials Management Presentations Targeted Diligence Sessions Q2’22 Earnings Announcement Initial Bid Date Negotiate Merger Agreement Sign & Announce PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT Process Update & Considerations 7


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Morgan Stanley Violet Proposed Process Timeline Key Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 <-Key Date / Meeting / Milestone <- Ongoing process Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su 7/18 7/19 7/20 7/21 7/22 7/23 7/24 7/25 7/26 7/27 7/28 7/29 7/30 7/31 8/01 8/02 8/03 8/04 8/05 8/06 8/07 8/08 8/09 8/10 8/11 8/12 8/13 8/14 8/15 8/16 8/17 8/18 8/19 8/20 8/21 8/22 8/23 8/24 8/25 8/26 8/27 8/28 Business Diligence—Vista Deal Team Submit Business Request List Company Responds to Initial Requests Submit Initial Meeting Requests Business Diligence Management Meeting (~5 hours) Continued Diligence (Follow-up Calls, Requests / Data, Q&A) Confirmatory Key Customer / Partner Calls Diligence Completed Accounting & Tax—Ernst & Young Submit Intial Request Lists and Kickoff Calls Agendas Kick Off Calls Company Responds to Initial Requests Primary Diligence Call (~4 hrs accy / ~2 hrs tax / ~1 hr audit) Continued Diligence (Follow-up Calls, Requests / Data, Q&A) Diligence Completed Legal—Kirkland & Ellis Submit Initial Request List and kickoff Call Agenda Company Responds to Initial Requests Kick Off Call Primary Diligence Call (~3-4 hours) Continued Diligence (Follow-up Calls, Requests / Data, Q&A) Contract Review Diligence Completed Go-To-market (“GTM”) Diligence—Vista Consulting Group Submit Initial Request List Company Responds to Initial Requests VCG GTM Diligence Meeting (~3 hours) Continued Diligence (Follow-up Calls, Requests / Data, Q&A) Diligence Completed Technology & Cybersecurity Diligence—Vista Consulting Group Submit Initial Request Lists & Surveys Complete Code Scan Work Company Responds to Initial Requests Technology & Cyber Diligence Meeting (~4-6 hours) Continued Diligence (Follow-up Calls, Requests / Data, Q&A) Diligence Completed Insurance & Benefits—Lockton Submit Initial Request List Company Responds to Initial Requests Continued Diligence (Follow-up Calls, Requests / Data, Q&A) Diligence Completed PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PROCESS UPDATE & CONSIDERATIONS 8


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Morgan Stanley SECTION 2 Standalone Forecasts Overview PRELIMINARY AND CONFIDENTIAL DRAFT 9


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Morgan Stanley Overview of Street vs. Management Plan (1H 2 ) Total Revenue Gross Profit $MM $MM $121 $100 Total Revenue Growth Gross Profit Margin % % 59.1% 82.9% 17.6% -o- Actuals -o- Street -o- Management Plan Notes 1. Street financials represent Wall Street esUmates as of7/27/2022 2. Management Plan not yet provided by company PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT STANDALONE FORECASTS OVERVIEW 10


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Morgan Stanley Overview of Street vs. Management Plan (Cont’d) (1H 2 > Adj. EBITDA Levered Free Cash Flow $MM $MM Adj. EBITDA Margin Levered Free Cash Flow Margin % % 28.9% -o- Actuals -o- Street -o- Management Plan Notes 1. Street financials represent Wall Street esUmates as of7/27/2022 2. Management Plan not yet provided by company PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT STANDALONE FORECASTS OVERVIEW 11


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Morgan Stanley Adjusted EBITDA to Free Cash Flow Reconciliation CY2019A $MM Change in NWC 55.2 (11.4) ~~ 12.3—(22.4) ~~·~’ (10.8) Adj. EBITDA Interest and Deferred Capitalized Deferred AR Deferred Prepaid and AP and Other Cash Flow PP&E and Free Cash Flow Taxes Commision Content and Revenue Commisions Other Assets Liabilities From Operating Capitalized Amort Other Activities Software Margin (%) 0.8% 1.0% 10.2% (6.2%) 45.8% (9.5%) (1 8.6%) (3.0%) 4.1 % 24.6% (9.0%) 15.7% CY2020A $MM Change in NWC (7.0) oz 2~ 14.2 (22.2)—44 (8.2) (0.9) ~~.,~ 36.7 [ 15.81 1 · 1 Adj EBITDA Interest and Deferred Capitalized Deferred AR Deferred Prepaid and AP and Other Cash Flow PP&E and Free Cash Flow Taxes Commision Content and Revenue Commisions Other Assets Liabilities From Operating Capitalized Amort Other Activities Software Margin (%) 9.1% (0.5%) 8.1% (2.7%) 26.6% (4.0%) (12.7%) 0.4% 1.3% 25.7% (4.7%) 21.0% CY2021A $MM 76.6 Change in NWC (14.4) ~~ 19.5 (6.2) (5.5) ~,~.~~—(34.3) 1 (5.2) 1 76.8 1 1 71.3 1 1 42.0 Adj. EBITDA Interest and Deferred Capitalized Deferred AR Deferred Prepaid and AP and Other Cash Flow PP&Eand Free Cash Flow Taxes Commision Content and Revenue Commisions Other Assets Liabilities From Operating Capitalized Amort Other Activities Software Margin (%) 17.0% (2.1%) 7.9% (4.2%) 31.1 % (5.9%) (13.9%) (2.5%) 3.8% 31.2% (2.2%) 28.9% Source: Col!llany filings PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT STANDALONE FORECASTS OVERVIEW 12


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Morgan Stanley SECTION 3 Valuation Perspectives PRELIMINARY AND CONFIDENTIAL DRAFT 13


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Morgan Stanley Orange Performance Has Been Volatile Since IPO, Particularly During Recent Market Turbulence ... • After initial period of Share Price Performance Since IPO (1)(2) outperformance, Orange’s Price per Share ($) Volume (MM) share price remained relatively 40 15 range-bound prior to recent sell- 7/212021: off Kaseya 101212021 Orange ransomNare announces ~will acquire attack SecurityAdvisor and intruduce a New 35 Information Security categoJy @ed “Human 12 Detection and Response· 2/16/2022 Orange announces transition of C<H’resident and CFO 6124/2022 Orange is 6/8/2021: Orange Krish Venkataraman to added to the Russell 30 launches new Board of Directors 1000 tndex Compliance Plus Training Module 9 $27.40 25 Orange Capitalization 6 $MM, unless otherwise noted (1) 20 6123/2021 Share Price S14.72 Orange adds 8/12/2021 Orange Michael Williams 513/2022 Broader mart<et announces Upsize FOSO 185 as new Chief volatility amid heightened and Pricing of Mart<eting Officer uncertainty around inftation, Follow-On Offering Fully Diluted Equity Value S2,721 r-’-.,-....,.:: ,..,..-l quantitative tightening, 212412022 7/20/2021 Russia China slowdown and 3 (-)Cash (298) 15 invades Russia I Ukraine war $14.72 Ukraine $14.50 (+)Debt 0 Aggregate Value S2,422 AV ICY 2022E Revenue 7.3x 10 0 AV ICY 2023E Revenue 5.8x Apr-21 May-21 Jul-21 Aug-21 Sep-21 Nov-21 Dec-21 Jan-22 Feb-22 Apr-22 May-22 Jul-22—Volume—Price 52 Week High 52 Week Low Source: Capital IQ Notes 1. Mart<et data as of 712712022 2. High and low based on closing prices as of Capitai iQ PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 14


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Morgan Stanley …Despite Consistently Beating and Raising Consensus Estimates and Demonstrating Reacceleration Since Going Public Performance vs. Street Estimates Since IPO (1) $MM Q1 FY2021 Q2 FY2021 Q3 FY2021 Q4 FY2021 Q1 FY2022 Q2 FY2022 Revenue Prior Consensus 54.2 59.0 64.7 69.4 79.0 Guidance 56.0 61.0 67.0 72.5 79.0 Guidance vs. Prior Consensus +3.4% +3.4% +3.6% +4.5% +0.1% Street Consensus 51.0 56.3 61.5 67.1 73.0 Actual Results 53.6 59.4 64.1 69.3 75.0 Actual vs. Consensus +4.9% +5.4% +4.3% +3.3% +2.8% Non-GAAP Operating Income Street Consensus (1.0) (3.0) 1.1 2.6 5.6 Actual Results 5.9 4.5 3.0 15.1 9.0 Actual vs. Consensus N.M. N.M. +180.0% +476.4% +62.1% FCF (2) Street Consensus 2.8 0.5 7.3 5.3 8.9 Actual Results 21.3 13.5 18.8 20.2 24.1 Actual vs. Consensus +660.9% +2464.4% +157.1% +278.5% +170.4% Source: Capital IQ, Thomson Estimates Notes 1. Thomson estimates as of 7/27/2022 2. FCF defined as Operating Cash Flow less CapEx PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 15


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Morgan Stanley Research Perspectives On Orange Target Price Summaryl1l Orange Analyst Perspectives l1l Price Per Share ($) % I Price Per Share ($) Current Premium/ Price (Discount) Analyst Target to Current 80% $32 Piper Sandler $29.00 97% Cowen $28.00 90% 60% $24 Truist $2800 90% Canaccord $28.00 90% 40% $16 Goldman Sachs $2800 90% Stephens $25.00 70% $8 20% Morgan Stanley $24.00 63% Needham $23.00 56% 0% $0 Bank of America $20.00 36% Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Citi $19.00 29% UBS $19.00 29%—Buy—Hold—Sell—Median Target Price—share Price Mean $24 64 67% Med1an $25 00 70% Positives Considerations Current Price $14.72 “Positively, management still sounds upbeat on both “Net, while we expect Orange’s combination of -20% green and brownfield opportunities in SAT, cross sell FCFm and solid revenue growth to limit further potential, and pipeline strength.” multiple compression, we remain cautious on 2H given Valuation Methodology (1)(2J ‘We believe Orange is positioned to gain share in the the macro environment, implied net new ARR growth Competitive Security Awareness Training market and expand into and Orange’s SMB exposure• % Methodology Positioning other adjacent areas of security over time with its Macro ‘We are lowering our price target to adjust for current scalable cloud-native platform” Environment market valuation levels. Since the beginning of the DCF ‘We believe Orange is well-positioned to capitalize on year, valuations of leading cybersecurity companies 12% , . the rising number and sophistication of cyberattacks” have declined.” ‘We believe profitability will be an increasingly “Given the increasingly perilous cybersecurity important metric of success as interest rates continue landscape, we believe the upcoming HDR offering is to rise, and inflationary headwinds persist” P I FCF likely to receive a positive reception” 25% :=====~, “With our 20E recalibrated lower and FY forecasts “SecurityCoach, which is Orange’s new product that largely unchanged against the new anemic outlook, Platform identifies and remediates unsecure employee actions we see limited valuation I stock performance reprieve Revenue is scheduled for release in 04, with beta testing to 63% Expansion and remain on the sidelines, favoring other SMID occur in 03. We expect this product to materially Financial cyber names like CYBR, VRNS.” expand Orange’s cross-sell opportunity and see the Forecast potential for it to drive further retention improvements “A modest raise to FY22 revenue outlook and largely over time inline 02 guide was also likely lower versus investor . . 1 expectations.” Notes 1. Marl<et data and consensus estimates as of 7/27/2022 per Capital 10 2. Reflects disd osed valuation methodologies for available research analysts PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 16


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Morgan Stanley Since IPO, Orange Share Price Has Outperformed Peers… Since Orange IPO (1)(2) Share Price Performance Indexed to 100 (%) 225 200 175 150 125 100 75 50 Apr-21 May-21 Jun-21 Aug-21 Sep-21 Nov-21 Dec-21 Jan-22 Feb-22 Apr-22 may-22 jul-22 Source capital iq Notes Market data and Thomson estimates as of 7/27/2022 Average of each category shown high growth software includes altassian docusign smartsheet jamf zoominfo, asana, sprout social avalara , pagerduty, hubspot, high growth security includes: crowdstrike, okta quatys, rapid7, tenale, ascler Project orange preliminary and confidentioal draft valuation perspectives 17


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Morgan Stanley ... With Valuation Multiples Converging on Those of Peers Over Time Since Orange IPO (1)(2) AV I NTM Revenue P I NTM FCF (3)(4J X X 30 120 88.4x 12.5x 10 40 8.2x 7.0x 37.6x 6.8x 36.6x 5 20 0 0 Apr-21 Jun-21 Aug-21 Oct-21 Dec-21 Feb-22 Apr-22 Jul-22 Apr-21 Jun-21 Aug-21 Oct-21 Dec-21 Feb-22 Apr-22 Jul-22—Orange—High Growth Software—High Growth Security—orange—High Growth Software—High Growth Security Source: Capital tQ Notes 1. Mar1<et data and Thomson estimates as of 712712022 2. Average of each category shown; High Growth Software includes: Atlassian, Docusign, Smartsheet, Jamf, Zoomlnfo, Asana, Sprout Social, Avalara, Pagerduty, Hubspot; High Growth Security includes: CroWdstrike, Okta, Qualys, Rapid7, Tenable, Zscaler 3. FCF defined as operating cash flow less capex 4. FCF multiples above 110 Ox shown as N M. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 18


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Morgan Stanley Software Multiples Still at a Premium to Historical Levels, But Rapidly Compressing from Recent Highs NTM Forward Revenue Multiples of Software Companies Since January 2002 NTM AV 1 Revenue Multiple BOx Peak 2021: 67.5x All Top-5 Time Software Average Revenue 70x Period Revenue Multiple Multiple Jan 2002 Pre-GFC 7.5x 3.6x Nov 2007 60x GFC Dec 2007 6.0x 2.7x Jun 2009 SOx Post-GFC Jul 2009 13.1x 5.1x to COVID Jan 2020 COVID to Jan 2020 45.4x 12.0x Peak Oct 2021 40x 2021 Peak Oct2021 67.5x 14.6x 30x Current 16.6x 5.9x 20x Peak 2021: 14.6x ~CVV..6.6x -...~-~;;;oq~ ‘ 5.9x—All Software—Top 5 Software — Average of All Software (1998—2014)—Average of All Software (2014—) Source: Capitai iQ, as of7/27/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 19


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Morgan Stanley Orange Comparable Company Valuation Benchmarking ( CY2022E ] AV I Revenue (11 X 19.0 CY2022E Median: 7.6x CY2022E Median: 8.9x 11.2 8.9 7.9 6.7 5.3 ( CY2023E) AV I Revenue (1) X CY2023E Median: 6.1x CY2023E Median: 7.1x 13.9 Source: Capital tQ, Thompson Consensus • Orange Street Estimates • High Growth Software • High Growth Security Notes 1. Mar11et data and consensus estimates as of 712712022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 20


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Morgan Stanley Orange Comparable Company Valuation Benchmarking (Cont’d) ( CY2022E) P I FCF !1H2l X CY2022E Median: 43.6x . CY2022E Median: 39.1x 63.2 62 1 40.0 ( CY2023E) P I FCF !1H2l X CY2023E Median: 33.0x CY2023E Median: 45.1x 63.2 28.6 Source: Capitai iQ, Thompson Consensus Notes • Orange Street Estimates • High Growth Software • High Growth Security 1. Mar11et data and consensus estimates as of 712712022 2. Free cash flow calculated as operating cash flow less capex PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 21


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Morgan Stanley Orange Is Currently Trading at a Discount on a Growth-Adjusted and Growth Plus Profitability-Adjusted Basis I Revenue vs. Revenue Growth 1 2 3 AV (1)(2) AV I Revenue vs. Revenue Growth+ Free Cash Flow Margin 1HH l CY2022E AV I Revenue (x) CY2022E AV I Revenue (x) 25 r — — 25 r — — tR: = G;!6 ! LR: = o~4 ! 20 Crowdstrike 20 Crowdstrike Zscaler • • Zscaler • • • Atlassian e Atlassian oomlnfo 15 15 • Zoomlnfo e Sprout Social 10 10 Qualys • Avalai e Okta e l;iubspoL , • Avalara • Qualys e Hl,lbspet -1 e : e Orange : el“enable Jamf: e Orange i e’l.ble • PaberiJury -c-: Asana • Rapid? Rap1o1 DocuSign e 5 • DocuSign e Smartsheet 5 Smartsheet 0 0 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% CY2022E Revenue Growth(%) CY2022E Revenue Growth+ Free Cash Flow Margin (%) Notes 1. Mar1<et data and coosensus estimates as of 712712022 per Capitai iQ e High Growth Software e High Growth Security 2. Atlassian excluded from regression 3. Levered tree cash defined as operating cash now less capital expenditures PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 22


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Morgan Stanley Orange Comparable Company Operational Benchmarking (1) CY2022E CY2022E Revenue Growth (%) CY2022E Adj. EBITDA Margin (%) CY2022E Free Cash Flow Margin (%)(2) CY2022E Rule of (%)(3) 35 13 20 55 Orange Orange Orange Orange 42 43 36 77 Asana ZoomInfo ZoomInfo ZoomInfo 41 21 26 53 ZoomInfo Atlassian Atlassian Atlassian 37 20 19 48 Smartsheet DocuSign DocuSign Hubspot 35 18 16 45 Sprout Social Jamf Jamf Jamf 32 12 15 39 Hubspot Hubspot Hubspot Sprout Social 30 1 4 39 PagerDuty Avalara Sprout Social Smartsheet 30 (1) 2 36 Jamf PagerDuty Avalara DocuSign 27 (3) 2 32 Atlassian Sprout Social PagerDuty PagerDuty 24 (7) 1 27 Avalara Smartsheet Smartsheet Avalara 17 (47) (31) 11 DocuSign Asana Asana Asana 52 40 38 83 Crowdstrike Qualys Qualys Crowdstrike 48 18 32 69 Zscaler Crowdstrike Crowdstrike Zscaler 40 14 21 56 Okta Zscaler Zscaler Qualys 29 9 17 43 Rapid7 Tenable Tenable Okta 25 7 8 42 Tenable Rapid7 Rapid7 Tenable 18 (5) 4 36 Qualys Okta Okta Rapid7 Source: Capital IQ, Thomson Consensus, Company Management Notes Orange Street Estimates High Growth Software High Growth Security 1. Market data and consensus estimates as of 7/27/2022 2. Free cash flow calculated as operating cash flow less capital expenditures 3. Rule of defined as the sum of revenue growth and free cash flow margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 23


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Morgan Stanley Orange Comparable Company Operational Benchmarking (Cont’d) (1) CY2023E CY2023E Revenue Growth (%) CY2023E Adj. EBITDA Margin (%) CY2023E Free Cash Flow Margin (%)(2) CY2023E Rule of (%)(3) 25 15 23 48 Orange Orange Orange Orange 31 44 38 68 Smartsheet ZoomInfo ZoomInfo ZoomInfo 31 23 20 49 Asana Jamf Atlassian Atlassian 31 23 18 42 Sprout Social Atlassian DocuSign Hubspot 30 20 17 40 ZoomInfo DocuSign Jamf Jamf 29 13 16 36 Atlassian Hubspot Hubspot Sprout Social 26 3 6 35 Hubspot PagerDuty PagerDuty Smartsheet 26 3 5 31 PagerDuty Avalara Sprout Social PagerDuty 23 (0) 5 30 Jamf Sprout Social Avalara DocuSign 21 (2) 4 26 Avalara Smartsheet Smartsheet Avalara 12 (34) (18) 13 DocuSign Asana Asana Asana 36 39 34 68 Crowdstrike Qualys Qualys Crowdstrike 33 20 32 58 Okta Crowdstrike Crowdstrike Zscaler 32 16 25 50 Zscaler Zscaler Zscaler Qualys 21 11 17 40 Rapid7 Tenable Tenable Okta 20 8 10 38 Tenable Rapid7 Rapid7 Tenable 17 (1) 7 Qualys Okta Okta Rapid7 31 Source: Capital IQ, Thomson Consensus, Company Management Notes Orange Street Estimates High Growth Software High Growth Security 1. Market data and consensus estimates as of 7/27/2022 2. Free cash flow calculated as operating cash flow less capital expenditures 3. Rule of defined as the sum of revenue growth and free cash flow margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 24


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Morgan Stanley Illustrative Discounted Equity Value- Based on CY2024E Revenue Street and Management Cases; Value at 12/31/2023 Discounted to 7/27/2022 (1)(2) $MM, Except Where Noted -~-flli#§l@i!,fB¥-[==]~~-~·1~4~~~~I4~i~n~-~[==] CY2024E Revenue $488 %Growth 18% 3 4 Implied Fully-Diluted Future ( l< l Discounted Fully-Diluted Share Price (at Dec 2023) Future Share Price Street Estlmates Management Plan Street Extrapolatron Management Plan Historical NTM CY2024E Revenue $15.23 $20.53 $17.46 22% B.Ox $23.15 $19.68 9.0x $25.76 $21.91 Future Share Price at Illustrative 10.0x Multiple 10.0x $28.38 $24.13 NTM Revenue 488 NTM Multiple 10.0x 11 .0x $30.99 $26.35 Implied Future AV $4,883 (+) Proj Cash 462 (-) Proj Total Debt 12.0x $33.61 $28.58 0 (-) Proj Cumulative SBC (75) Future Equity Value $5,271 21% 13.0x $36.23 $30.80 FDSO 185.7 Future Price per Share $28.38 25% 14.0X $38.84 $33.03 Cost of Equity (Kel 12.0% Discount Period (Years) 1.43 Price Per Share NPV s24.13 • 1 Year Performance • 6 Month Performance Notes 3. Assumes future cash balance as of 1213112023 of$462MM 1. Marl<et data and consensus as of712712022 4. Cost of equity of 12.0% based on 1 54 Barra predicted beta, 2.8% fisk-free rate and 6 0% 2. Management Plan not yet provided by company marl<et fisk premium PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 25


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Morgan Stanley Illustrative Discounted Equity Value Over Time Street Case; Discounted to 7/27/2022 Future Share Price Discounted Future Share Price $per Share $per Share $30.00 $30.00 $28.38 $24.13 $25.00 $25.00 $22.88 $22.88 $23.04 ... I& * $19.68 $20.00 $18.65 $20.00 $18.65 $18.81 .. • • $15.00 $15.00 A • $15.59 $14 •.85 $15.53 $14.72 $14.72 $10.00 $10.00 $5.00 $5.00 $0.00 $0.00 Current Dec-22 Dec-23 Current Dec-22 Dec-23 Net Debt ($MM) ($298) ($359) ($462) Net Debt ($MM) ($298) ($359) ($462) Notes + B.Ox NTM Revenue . 10.0x NTM Revenue • 6.1x NTM Revenue (Current) A Current Share Price 1. Mar1<et data and consensus as of 712712fJ22 2. Cost of equity of 12.0% based on 1.54 Barra predicted beta. 2.8% fisk-free rate and 6.0% market risk premium PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 26


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Morgan Stanley Precedent Software Transaction Multiples Selected Software Transactions NTM Aggregate Value I Revenue Highest Multiple Strategic Software Deals Select Sponsor Software and Strategic Deals 44.9x 35.0x+ I -· I 1 1 Orange I 25·7~4.9x I I -a I $25.00/share: I I Orange I I I 10.9x I I I I I I 1 , 1 $14.72/share: 1 16 5X,5.7X15.7x ~ -~ II 61 · x I 13.7X13.6X13.2x ~ -I . 11 .0X1 1.0 . 08“1o 3x . · 9.3x 9.2x 9.1x x 2x 2x x x x Median 7.5x 8 3 8 8 8 0 7 ·8 7 ·8 7.3x 7.0x 6.8x 6.8x 6.6x 6.6x 6 4x 9 — — — ·—· X 5.3x 5.3X<5.1x 4.9x 4 ·8)( 4 ·7x4 ·6 x 4·2x -4.1x—3.8x- 3.7x 3. -6x- 3.4x 3- 3x- 3.2x Year 20 21 21 20 18 18 18 17 22 22 18 19 21 14 21 21 16 18 19 20 19 20 15 21 18 19 18 19 16 16 16 21 21 19 20 17 18 22 18 15 17 17 16 19 16 16 ev 59“k NA 20% 33% 30% 39% 25% 31% 27% 18% 24% 38% 20% 23% 10% 8% 21% 14% 14% 12% 14% 18% 19% 15% 16% 3% 24% 16% 16% 28% 28% 8% 10% 7% 4% 16% 4% 26% 7% 8% NA 17% 3% 4% 1% 12% Growth Source Morgan Stanley Database, Capital tO, Thomson Consensus, Col!1lany Filings, Public Information—Sponsor Deals—Strategic Deals Notes 1. Twitio I SendGrid rrultiple as of closing date PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 27


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Morgan Stanley Illustrative Valuation Matrix (1) $MM other than per share data Consensus Premium / (Discount) To Fully Diluted Agg. Value AV / Revenue P / FCF AV / ARR Price Current 30-Day Avg. 52 Wk. High Equity Value (AV) CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E Metric $14.72 $16.51 $27.40 $2,721 $2,422 $332 $419 $68 $95 $378 $474 Growth Rate 35% 26% 20% 23% 33% 25% Current $14.72 0 0% (10.8%) (46.3%) $2,721 $2,422 7.3x 5.8x 40.0x 28.6x 6.4x 5.1x $15 00 1 9% (9.1%) (45.3%) $2,773 $2,475 7.4x 5.9x 40.7x 29.1x 6 5x 5.2x $16 00 8.7% (3.1%) (41.6%) $2,960 $2,661 8.0x 6.3x 43.5x 31.1x 7 0x 5.6x $17 00 15.5% 3.0% (38.0%) $3,146 $2,848 8.6x 6.8x 46.2x 33.0x 7 5x 6.0x $18 00 22.3% 9.1% (34.3%) $3,333 $3,035 9.1x 7.2x 48.9x 35.0x 8 0x 6.4x $19 00 29.1% 15.1% (30.7%) $3,520 $3,221 9.7x 7.7x 51.7x 36.9x 8 5x 6.8x $20 00 35.9% 21.2% (27.0%) $3,707 $3,408 10.3x 8.1x 54.4x 38.9x 9 0x 7.2x $21 00 42.7% 27.2% (23.4%) $3,893 $3,595 10.8x 8.6x 57.2x 40.9x 9 5x 7.6x $22 00 49.5% 33.3% (19.7%) $4,080 $3,782 11.4x 9.0x 59.9x 42.8x 10.0x 8.0x $23 00 56.3% 39.3% (16.1%) $4,267 $3,968 11.9x 9.5x 62.7x 44.8x 10.5x 8.4x $24 00 63.0% 45.4% (12.4%) $4,453 $4,155 12.5x 9.9x 65.4x 46.7x 11.0x 8.8x $25 00 69.8% 51.5% (8.8%) $4,640 $4,342 13.1x 10.4x 68.1x 48.7x 11.5x 9.2x $26 00 76.6% 57.5% (5.1%) $4,827 $4,528 13.6x 10.8x 70.9x 50.7x 12.0x 9.6x $27 00 83.4% 63.6% (1.5%) $5,013 $4,715 14.2x 11.2x 73.6x 52.6x 12.5x 9.9x $28 00 90.2% 69.6% 2.2% $5,200 $4,902 14.7x 11.7x 76.4x 54.6x 13.0x 10.3x $29 00 97.0% 75.7% 5.8% $5,387 $5,089 15.3x 12.1x 79.1x 56.5x 13.4x 10.7x $30 00 103.8% 81.8% 9.5% $5,574 $5,275 15.9x 12.6x 81.8x 58.5x 13.9x 11.1x $31 00 110.6% 87.8% 13.1% $5,760 $5,462 16.4x 13.0x 84.6x 60.5x 14.4x 11.5x $32 00 117.4% 93.9% 16.8% $5,947 $5,649 17.0x 13.5x 87.3x 62.4x 14.9x 11.9x $33 00 124.2% 99.9% 20.4% $6,134 $5,835 17.6x 13.9x 90.1x 64.4x 15.4x 12.3x Source: CapIQ, Thomson Consensus Notes 1. Market data and consensus estimates as of 7/27/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION PERSPECTIVES 28


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Morgan Stanley APPENDIX A Valuation Reference Materials PRELIMINARY AND CONFIDENTIAL DRAFT 29


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Morgan Stanley Broker Estimates for Orange Select Analyst Estimates and Targets (1) $MM, except per share data Revenue Gross Margin EBITDA Free Cash Flow Current Discounted Price Target Valuation Broker Date of Report Rating Price Target Price Target Methodology Methodology CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E DCF (30x CY2026E Piper Sandler 6/14/2022 Overweight 29.00 25.82 AV / FCF, DCF $333 $431—86% 85% — — $68 $97 -FCF TV) ~12x CY2023E AV / Cowen 6/22/2022 Outperform 28.00 24.93 AV / Revenue $333 $413—87% 85% — — $74 $114 -Revenue DCF (20x CY2032 Truist 5/10/2022 Buy 28.00 24.93 AV / FCF, DCF $332 $422—85% 85%—$47 $59—$64 $96 -FCF TV) 11.5x CY2023E AV AV / Revenue, Canaccord 5/10/2022 Strong Buy 28.00 24.93 $333 $428—86% 85% — — $65 $94—/ Revenue AV / FCF—Goldman Sachs 7/26/2022 Buy 25.00 22.26 — $332 $412 $492 — $46 $65 $90 ——10x CY2023E AV / Stephens 6/2/2022 Overweight 25.00 22.26 AV / Revenue $333 $422—86% 84%—$46 $66—$66 $89 -Revenue 23x CY2027E Morgan Stanley 5/11/2022 Equal Weight 24.00 21.37 AV / FCF $332 $412 $502 85% 86% 86% $38 $61 $94 $63 $84 $115 AV/FCF Needham 6/3/2022 Buy 23.00 20.48 — $331 $417 $493 85% 85% 85% ——$66 $80—7.5x CY2023E AV / Bank of America 5/10/2022 Strong Buy 20.00 17.81 AV / Revenue $333 $424 $538 86% 85% 85% $40 $50 $74 $65 $82 $108 Revenue 7.0x CY2023E AV / Citi 5/11/2022 Neutral 19.00 16.92 AV / Revenue $332 $412 $503 83% 79% 78% $38 $61 $78 $64 $94 $124 Revenue ~8 0x CY2023E AV UBS 5/12/2022 Neutral 19.00 16.92 AV / Revenue $332 $406 $474 86% 86% 86% $56 $69 $83 $66 $76 $86 / Revenue Mean $24.36 $21.69 $332 $418 $500 85% 84% 84% $44 $61 $84 $66 $90 $108 Median $25.00 $22.26 $332 $417 $498 86% 85% 85% $46 $61 $83 $65 $91 $111 Consensus 7/27/2022 $332 $418 $500 86% 85% 85% $45 $63 $92 $65 $80 $102 Notes 1. Latest available broker estimates, excludes Berenberg due to price target as of 2/17/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION REFERENCE MATERIALS 30


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Morgan Stanley Orange Capitalization Summary and Aggregate Value Build $MM, Except Where Noted (1)(2)(3) Current Spot Current Share Price ($) $14.72 Basic Total Shares Outstanding (#MM) 175.1 Shares Weighted Avg Diluted Shares Outstanding Dilutive Instruments (#MM) Strike Price ($) (#MM) RSUs Outstanding 3.10 0.00 3.10 Options Outstanding 8.54 $3.24 6.66 Total 9.75 Debt Amount Total Debt—Fully Diluted Shares Outstanding (#MM) 184.8 Fully Diluted Equity Value $2,721 (+) Debt Principal -(-) Cash ($298) Fully Diluted Aggregate Value $2,422 Notes 1. Market data as of 7/27/2022 2. Debt balance, options, and RSUs as of 3/31/2022 3. Assumes $298MM Cash and 175.1MM basic shares outstanding as of 3/31/2022 per 10Q PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION REFERENCE MATERIALS 31


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Morgan Stanley WACC Calculation Predicted Beta (1)(2) Orange WACC Analysis (1) 1.6 WACC Calculation 1.5 Low Base High 1.4 Market Risk Premium 6.0% 6.0% 6.0% 1.3 Barra Predicted Beta (2) 1.54 1.54 1.54 1.2 Risk Free Rate—10-Year Spot as of 07/27/22 2.8% 2.8% 2.8% 1.1 Sensitivity Adjustment (1.0%) 0.0% 1.0% 1 Cost of Equity 11.0% 12.0% 13.0%—21—21—21—21—21—22—22—22 Apr Jun Aug Oct Dec Feb Apr Jul Equity / Total Capitalization 100.0% 100.0% 100.0% Pre-Tax Cost of Debt ——Tax Rate 25% 25% 25% After-Tax Cost of Debt — -Total Debt / Total Capitalization — -WACC 11.0% 12.0% 13.0% Notes 1. Market data as of 7/27/2022 2. Barra Beta per Capital IQ as of 7/27/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT VALUATION REFERENCE MATERIALS 32


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Morgan Stanley Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distr bute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. The purpose of this document is to provide the recipient with a preliminary valuation for discussion purposes in connection with a potential transaction. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 33

Exhibit (c)(iv)

 

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Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Update and Preliminary Valuation Discussion Project Orange August 19, 2022 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. PRELIMINARY AND CONFIDENTIAL DRAFT


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Morgan Stanley Executive Summary • Management has prepared and the Board has approved financial forecasts - Morgan Stanley has prepared a preliminary valuation analysis based on the forecasts • Process update: -Violet continues diligence; request lists require additional Orange resources in order to more fully respond -Contacted 16 bidders: 4 strategics and 12 sponsors (including two sponsors with strategic assets) -Conducted management meetings with 4 parties: [***] -In the process of setting up management meetings with 2 parties: [***] -3 parties have declined meeting with management: [***] • Share price was up 6% on the back of successful quarterly earnings results. Now trading at $20.80<1) Notes 1. Share price increase calculated based on spike post-eamings release on 8/4/2022. Current share price as of closing 8/16/2022. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 2


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Morgan Stanley Outreach Summary Company Connected Earnings Pack NDA Signed MP Scheduled Meeting Held [*** [*** [*** *** 1 ] *** [ ] *** 1 *** *** [*** [*** PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 3


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Morgan Stanley Outreach Summary Company Connected Earnings Pack NDA Signed MP Scheduled Meeting Held Data Pack Sent PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 4


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Morgan Stanley Management Presentation Schedule Project Orange 16 Parties Contacted Sunday Monday Tuesday Wednesday Thursday Friday Saturday • 4 Meetings Held • 3 Meetings Scheduled 7 8 9 10 11 12 13 • 2 To Be Scheduled Management Management Presentation . Presentation . • 3 Has Not Requested [***] [***] NDA 14 15 16 17 18 19 20 To Be Scheduled: Management Management Management [***] Presentation . Presentation . Presentation [***] [***] [***] • [***] 21 22 23 24 25 26 27 Management Management Presentation . Presentation . NDA/Engagement Under [***] [***] Consideration: 28 29 30 31 Management Availability Provided (1 session per day) Contemplated Bid Date PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 5


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Morgan Stanley PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 6 Process Timeline July August September 25 26 27 28 29 1 2 3 4 5 8 9 10 11 12 15 16 17 18 19 22 23 24 25 26 29 30 31 1 2 5 6789 12 13 14 15 16 Prepare Marketing, Forecast and Initial Diligence Q2’22 Earnings Announcement Management Presentations Targeted Diligence Sessions Initial Bid Date Confirmatory Diligence and Negotiate Merger Sign & Announce PRELIMINARY AND CONFIDENTIAL DRAFT 6


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Morgan Stanley SECTION 1 Standalone Forecasts Overview PRELIMINARY AND CONFIDENTIAL DRAFT 7


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Morgan Stanley Valuation Consideration Pros Cons • Questions about ultimate size of TAM • Growth above peer group at >35% YoY • Highly recurring business model (108% net retention) • Current / Future Competition • Future growth at-scale • Strong profits (FCF margin of 25%+, Rule of 60+) • High exposure to SMB market • Category leader • Technology content / differentiation PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT STANDALONE FORECASTS OVERVIEW 8


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Morgan Stanley Overview of Street vs. Management Plan Total Revenue Gross Profit $MM $MM Total Revenue Growth Gross Profit Margin % % 20 2020 202A 2022 202 20^ 2025- Actuals Street —O— Street Extrapolations Management Notes 1. Street financials represent Thomson consensus estimates as of 8/12/2022 2. Management reflects forecast provided by Management on 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT STANDALONE FORECASTS OVERVIEW 9


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Morgan Stanley Overview of Street vs. Management Plan (Cont’d) <1><2) Adj. EBITDA Levered Free Cash Flow $MM $MM Adj. EBITDA Margin Levered Free Cash Flow Margin % % 28.9% 29.8% 27.5% 27.3% 24.4% 21.0%^ — O 25.2% 24.7% 24.0% 24.6% 15.7% 2019^ 2020* 2021 2022^ 2023& 2024^ 202&Ł — Street Extrapolations Management Notes 1. Street financials represent Thomson consensus estimates as of 8/12/2022 2. Management reflects forecast provided by Management on 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT STANDALONE FORECASTS OVERVIEW 10


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Morgan Stanley SECTION 2 Preliminary Valuation Perspectives PRELIMINARY AND CONFIDENTIAL DRAFT 11


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Morgan Stanley Orange Performance Has Been Volatile Since IPO, Particularly During Recent Market Turbulence... Share Price Performance Since IPO<1M2) Price per Share ($) Volume (MM) 40 15 7/2/2021: Kaseya 10/212021 Orange ransomware announces it will acquire attack SecurityAdvisorand 5/3/2022 Broader market volatility amid heightened 2/16/2022 Orange announces transition of Co-President and CFO 6/24/2022 Orange is 6/8/2021: Orange 11/10/2021 Orange Krish Venkataraman to added to the Russell launches new announces upsize and Board of Directors 8/19/2021 Orange 1000 Index Compliance Plus pricing of proposed launches Resource Kit to Training Module Follow-On Offering defend against mounting 3/10/2022 Orange cyberattacks appoints Robert “Bob’ Reich as new Chief Financial Officer Orange Capitalization $MM, unless otherwise noted 6/23/2021 8/12/2021 Orange 11/16/2021 Orange Share Price $20.21 Orange adds announces Upsize completes acquisition of Michael Williams and Pricing of SecurityAdvisor FDSO 185 as new Chief Follow-On Offering Marketing Officer Fully Diluted Equity Value $3,744 2/24/2022 7/20/2021 Russia (-) Cash (315) SolarWinds 9/16/2021 Orange invades Closes releases 2021 State Ukraine (+) Debt 0 Spin-Off of of Privacy and Aggregate Value $3,428 AV/CY 2022E Revenue 10.3x mli .I,I ,i III AV/CY 2023E Revenue 8.3x Apr-21 May-21 Volume Price Source: Capital IQ Notes 1. Market data as of 8/12/2022 2. High and low based on closing prices as of Capital IQ PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 12


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Morgan Stanley Since IPO, Orange Share Price Has Outperformed Peers... Since Orange IPO Share Price Performance Indexed to 100 (%) Orange High Growth Software High Growth Secunty Source: Capital IQ Notes 1. Market data and Thomson estimates as of 8/12/2022 2. Median of each category shown; High Growth Software includes: Ailassian, Docusign, Smartsheet, Jamf, Zoominfo, Asana, Sprout Social, Avalara, Pagerduty, Hubspot; High Growth Security includes: Crowdstrike, Okta, Qualys, Rapid7, Tenable, Zscaler PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 13


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Morgan Stanley ...With Valuation Multiples Converging on Those of Peers Over Time Since Orange IPO <1M2> AV / NTM Revenue P I NTM FCF x x 30 120 Notes 0 Apr-21 Jun-21 Aug-21 Oct-21 Dec-21 Feb-22 Apr-22 Jun-22 Aug-22 Apr-21 Jun-21 Aug-21 Oct-21 Dec-21 Feb-22 Apr-22 Jun-22 Aug-22 Orange High Growth Software High Growth Security Orange High Growth Software High Growth Security Source: Capital IQ 1. Market data and Thomson estimates as of 8/12/2022 2. Median of each category shown; High Growth Software includes: Atiassian, Docusign, Smartsheet, Jamf, Zoominfo, Asana, Sprout Social, Avalara, Pagerduty, Hubspot; High Growth Security includes: Crowdstrike, Okta, Qualys, Rapid7, Tenable, Zscaler 3. FCF defined as operating cash flow less capex 4. FCF multiples above 110 Ox shown as N M. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 14


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Morgan Stanley Software Multiples Have Significantly Compressed From Recent Highs NTM Forward Revenue Multiples of Software Companies Since January 2002 NTM AV / Revenue Multiple 80x All Software Top 5 Software • — Average of All Software (1998—2014) Average of All Software (2014 -) Source: Capital IQ, as of 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 15


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Morgan Stanley Preliminary Valuation Summary <1)<2><3> Public Trading Comparables Share Price as of 8/12/2022: $20.21 Revenue (CY23E) Street Case: 6.0x—9.0x AV / CY23E Revenue of $415MM I Management Case: 6.0x—9.0x AV / CY23E Revenue of $440MM $21.87 Free Cash Flow (CY23E) Street Case: 30.0x—45.0x P / CY23E FCF of $105MM 1 Management Case: 30.0x—45.0x P / CY23E FCF of $107MM B Discounted Equity Value Based on Revenue (CY25E) and discounted 2.4 Years at 11.8% cost of equity 1 Street Case: 6.0x—9.0x AV / CY25E Revenue of S569MM Management Case: 6.0x—9.0x AV ICY25E Revenue of S697MM 1 | — Based on Free Cash Flow (CY25E) and discounted 2.4 Years at 11.8% cost of equity 4> ly.oo Street Case: 30.0x—40.0x PICY25E FCF of $137MM 1 Management Case: 30.0x—40.0x P / CY25E FCF of $208MM $16.63 $22.14 d’on >i“7 1 Discounted Cash Flow Analysis (5) Precedent Transaction Multiples Revenue (NTM CY22E) Street Case: 7.0x -11 .Ox AV / NTM Revenue of $374MM Management Case: 7.0x -11 .Ox AV / NTM Revenue of $388MM For Reference Precedent Transaction Premia 20.0%—50.0% Premium to Unaffected Spot ($20.21) 20.0%—50.0% Premium to 30-Day Average ($16.81) Historical Trading Range Last 30 Days $14.29 $20.2 Last 90 Days $14.29 1 Last 365 Days $14.29 $20.2 $27.40 1 Analyst Price Targets WIiIi Undiscounted $25.04 Median Discounted 1 Year @ 11.8% Cost of Equity $0 $5 $10 $25 $30 $35 Notes 4. Relevant public comparables include: Atlassian, DocuSign, Smartsheet, Jamf, Zoominfo, Asana, Sprout Social, Avalara, 1. Market data and Thomson estimates as of 8/12/2022; Street financials represent consensus estimates through CY2024E PagerOuty, Hubspot, Okta, Qualys, Rapid7, Tenable, Crowdstrike, Zscaler 2. Management reflects forecast provided by Management on 8/12/2022 5. Valuation date for DEV and DCF as of 8/12/2022 3. Aggregate value and equity value calculations based on standalone Orange valuation and do not reflect any capitalization 6. Cost of equity of 11.8% based on 1.50 Barra predicted beta, 2.8% risk-free rate and 6.0% market risk premium effects resulting from change of control 7. Historical trading range based on daily last sale prices PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 16


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Morgan Stanley Illustrative Valuation Matrix I II $MM other than per share data Street Case Management Case Premium / (Discount) To AV / Revenue P / FCF AV / ARR AV / Revenue P / FCF AV / ARR Fully Diluted Agg. Value Price Current 30-Day Avg. 52 Wk. High Equity Val. (AV) CY2022E CY2023E CY2022E CY2023E Dec-22 CY2022E CY2023E CY2022E CY2023E Dec-22 Metric $20.21 $17.25 $27.40 $3,744 $3,428 $334 $415 $82 $105 $377 $336 $440 $92 $107 $378 Growth Rate / Margin 35% 25% 25% 25% 32% 36% 31% 28% 24% 33% $20.21 0.0% 17 2% (26.2%) $3,744 $3,428 10.3x 8.3x 45.5x 35.7x 9.1x 10.2x 7.8x 40.5x 34.8x 9.1x $20.00 (1.0%) 15 9% (27.0%) $3,704 $3,389 10.2x 8.2x 45.1x 35.4x 9.0x 10.1x 7.7x 40.1x 34.5x 9.0x $21.00 3.9% 21.7% (23.4%) $3,891 $3,575 10.7x 8.6x 47.3x 37.1x 9.5x 10.7x 8.1x 42.1x 36.2x 9.4x $22.00 8.9% 27 5% (19.7%) $4,077 $3,762 11.3x 9.1x 49.6x 38 9x 10.0x 11.2x 8.5x 44.1x 37.9x 9.9x $23.00 13.8% 33 3% (16.1%) $4,264 $3,948 11.8x 9.5x 51.9x 40.7x 10.5x 11.8x 9.0x 46.2x 39.7x 10.4x $24.00 18.8% 39.1% (12.4%) $4,451 $4,135 12.4x 10.0x 54.2x 42 5x 11.0x 12.3x 9.4x 48.2x 41.4x 10.9x $25.00 23.7% 44 9% (8.8%) $4,637 $4,322 13.0x 10.4x 56.4x 44 3x 11.5x 12.9x 9.8x 50.2x 43.2x 11.4x $26.00 28.6% 50.7% (5.1%) $4,824 $4,508 13.5x 10.9x 58.7x 46 0x 12.0x 13.4x 10 2x 52.2x 44.9x 11.9x $27.00 33.6% 56 5% (1.5%) $5,010 $4,695 14.1x 11.3x 61.0x 47 8x 12.5x 14.0x 10.7x 54.2x 46.6x 12.4x $28.00 38.5% 62 3% 2.2% $5,197 $4,881 14.6x 11.8x 63.2x 49 6x 13.0x 14.5x 11.1x 56.3x 48.4x 12.9x $29.00 43.5% 68.1% 5.8% $5,383 $5,068 15.2x 12.2x 65.5x 51.4x 13.5x 15.1x 11 5x 58.3x 50.1x 13.4x $30.00 48.4% 73 9% 9.5% $5,570 $5,254 15.8x 12.7x 67.8x 53 2x 14.0x 15.7x 11 9x 60.3x 51.8x 13.9x $31.00 53.4% 79.7% 13.1% $5,756 $5,441 16.3x 13.1x 70.0x 54 9x 14.5x 16.2x 12.4x 62.3x 53.6x 14.4x $32.00 58.3% 85 5% 16.8% $5,943 $5,627 16.9x 13.5x 72.3x 56.7x 14.9x 16.8x 12 8x 64.3x 55.3x 14.9x Source: CapIQ, Thomson Consensus Notes II Market data and consensus estimates as of 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 17


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Morgan Stanley Orange Comparable Company Valuation Benchmarking CY2023E AV/Revenue 0) x CY2023E P / FCF HM2)(3) Source: Capital IQ, Thomson Consensus Notes Orange Estimates High Growth Software | High Growth Security 1. Market data and consensus estimates as of 8/12/2022 2. Management reflects forecast provided by Management on 8/12/2022 3. Free cash flow calculated as operating cash flow less capex PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 18


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Morgan Stanley Orange Comparable Regression Analysis AV I Revenue vs. Revenue Growth AV / Revenue vs. Revenue Growth + Free Cash Flow Margin <1)<2)(3) <1M2) CY2023E AV/Revenue (x) 0 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 55% CY2023E Revenue Growth + Free Cash Flow Margin (%) CY2023E Revenue Growth (%) Source: Capital IQ, Thomson Consensus Notes 1. Market data and consensus estimates as of 8/12/2022 2. Management reflects forecast provided by Management on 8/12/2022 High Growth Software • High Growth Security 3. Aflassian and Smartsheet excluded from regression as outliers 4. Free cash flow defined as operating cash flow less capital expenditures PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 19


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Morgan Stanley Orange Comparable Company Operational Benchmarking (1) CY2023E CY2023E Revenue Growth (%) CY2023E Free Cash Flow Margin (%)(2) CY2023E Rule of (%)(3) CY2023E Adj. EBITDA Margin (%) Management Management Street Street Street Management 44 68 Smartsheet ZoomInfo ZoomInfo Sprout Social Jamf Atlassian Asana DocuSign DocuSign ZoomInfo Atlassian Jamf Hubspot Atlassian Hubspot PagerDuty PagerDuty PagerDuty Sprout Social Hubspot Sprout Social Smartsheet Jamf Smartsheet Asana DocuSign Asana Qualys Qualys Crowdstr ke 38 68 Crowdstrike Crowdstrike Okta Zscaler Zscaler Zscaler Tenable Tenable Rapid7 Rapid7 Okta Rapid7 Tenable Okta Qualys Source: Capital IQ, Thomson Consensus, Company Management Notes 1. Market data and consensus estimates as of 8/12/2022 Orange Estimates High Growth Software High Growth Security 2. Management reflects forecast provided by Management on 8/12/2022 3. Free cash flow calculated as operating cash flow less capital expenditures 4. Rule of defined as the sum of revenue growth and free cash flow margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 20


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Morgan Stanley Discounted Equity Value—Based on CY2025E Revenue Street and Management Cases; Value at 12/31/2024 Discounted to 8/12/2022 <1)<2)(5> $MM. ExceDt Where Noted Street Case Management Case Street Case Management Case | 2025E Revenue 569 697 2025E Multiple 8.0x 8 Ox Implied Future AV $4,554 $5378 (+) Proj. Cash 582 619 (-) Proj. Total Debt 0 0 Future Equity Value 55j37 $6J96 Current FDSO 185.1 185.1 Annual Basic Share Increase (6) 0 8% 1.0% Future FDSO 189.3 190.4 Future Price per Share $27.14 $32.55 Cost of Equity (Ke) 11.8% 11.8% Discount Period (Years) 2 39 2.39 Price Per Share NPV $20.79 $24.94 Implied Fully-Diluted Future Discounted Fully-Diluted Share Price (at Dec 2024) Future Share Price 3 Month Performance Street Case Management Case Street Case Management Case 12 Month Performance HistoricalNTM CY2025E Revenue, Margin AV / NTM Multiple AV / Revenue Multiple $569 $697 16% 26% 2. Management reflects forecast provided by Management on 8/12/2022 6. Share creep calculated based on projected cumulative SBC divided by current share price to determine CAGR over the period 3. Assumes future cash balance as of 12/31/2024 of S582MM in Street Case and $619MM in Management Case 2022 to 2025 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 21


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Morgan Stanley Discounted Equity Value—Based on CY2025E LFCF Street and Management Cases; Value at 12/31/2024 Discounted to 8/12/2022 (1)(2)(4) $MM, Except Where Noted Street Case Management Case Street Case Management Case 2025E Revenue 569 697 2025E FCF 137 208 2025E FCF Margin 24.0% 29.8% 2025E Multiple 35.0x 35.0x Implied Future EV $4,787 $7,284 Current FDSO 185.0 185.1 Annual Basic Share Increase (5) 0 8% 1.0% Future FDSO 189.2 190 5 Future Price per Share $25.30 $38.24 Cost of Equity (Ke) 11.8% 11.8% Discount Period (Years) 2 39 2.39 Price Per Share NPV $19.38 $29.30 Implied Fully-Diluted Future Discounted Fully-Diluted (3) Share Price (at Dec 2024) Future Share Price CY2025E LFCF, Margin P / NTM Multiple $137 $208 Notes over the period 2022 to 2025 1. Market data and consensus as of 8/12/2022 2. Management reflects forecast provided by Management on 8/12/2022 3. Cost of equity of 11.8% based on 1.50 Barra predicted beta, 2.8% risk-free rate and 6.0% market risk premium 4. Current FDSO based on implied share price; represents annualized increase in basic shares through 12/31/2023 5. Share creep calculated based on projected cumulative SBC divided by current share price to determine CAGR PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 22


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Morgan Stanley Precedent Software Transaction Multiples Selected Software Transactions NTM Aggregate Value / Revenue Highest Multiple Strategic Software Deals Select Sponsor Software and Strategic Deals Year 20 21 21 20 18 18 18 17 22 22 18 19 21 14 21 21 16 22 18 19 20 19 20 15 22 21 18 19 18 19 16 16 16 21 21 19 20 17 18 22 18 15 17 17 16 19 16 16 8% 21% 16% 14% 14% 12% 14% 18% 19% 19% 15% 16% 3% 24% 16% 16% 28% 28% 8% 10% 7% 4% 16% 4% 26% 7% 8% N.A. 17% 3% 4% 1% 12% Growth67 59% NA 20% 33% 30% 39% 25% 31% 16% 18% 24% 380/0 20% 23% 10% Sponsor Deals Strategic Deals Source Morgan Stanley Database, Capital IQ, Thomson Consensus, Company Filings, Public Information Notes 1. Twilio / SendGrid multiple as of closing date PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 23


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Morgan Stanley Precedent Technology M&A Premia $1Bn+Aggregate Value Software Transactions Since 2014 CO # of Deals = 71 Unaffected Spot Premium % # of deals Median: 30% % Premium < 20% 20%—30% 30%—40% 40%—50% 50%+ % Distribution 28% 24% 21% 11% 15% Unaffected 30-Day Average % # of deals % Premium < 20% 20%—30% 30%—40% 40%—50% 50%+ % Distribution 18% 27% 20% 17% 18% Notes 1. Transaction data as of August 2022; excludes withdrawn deals PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 24


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Morgan Stanley Initial Market Pull-back Set Off Wave of Sponsor M&A Activity NTM Purchase Rev 9.3x 10.8x 5.1x 13.5x 13.2x 4.6x 7.6x 9.Ox Multiple !k-llinan&Friedman | rKr.iABt?AvO VISTA |I THOMAflRlWO |I THOMAflRlWO PERM HR A || rbO’.UBnavti V ‘•’ * II rbO’.UBH&Vtl Medallia cilrix Anaplan ®SailPoint zendesk B Avalara Deal Size ($Bn) $11.2 $6.4 $16.5 $10.4 $6.8 $10.2 $2.8 $8.2 Date 4/26/2021 7/26/2021 1/31/2022 3/20/2022 4/11/2022 6/24/2022 8/3/2022 8/8/2022 Consideration 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash Activist Involvement X X z z X z X X Premium to Unaffected 34% 20% 24% 31% 32% 34% 63% 27% NTM Revenue Growth 10% 20% 3% 16% 18% 26% 19% 16% NTM LFCF Margin 17% (8%) 21% 2% 1% 12% (1%) 1% Rule of 40(1) 28% 12% 24% 18% 19% 38% 18% 17% Source: CaplQ, Deal Point Data Notes 1. Rule of 40 based on NTM Revenue Growth + NTM FCF Margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 25


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Morgan Stanley Broker Estimates for Orange Select Analyst Estimates and Targets (1) $MM, except per share data Following Q2’22 Earnings Announcement, broker price targets range decreased from $19-$29 __ / Revenue Gross Margin Adj. EBITDA Free Cash Flow “‘••U.K**’ Current Price Target Valuation Broker Date of Report Rating Price Target Methodology Methodology CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E ~12x CY2023E AV / Cowen Cowen 8/4/2022 Outperform 28.00 Revenue AV / FCF $335 $415—87% 87% —— $87 $123—DCF (20x CY2032 Truist Truist 8/4/2022 Buy 28.00 AV / FCF, DCF $334 $424—86% 85%—$54 $59—$81 $98 FCF TV) DCF (25x CY2026E — Piper Sandler Piper Sandler 8/4/2022 Overweight 25.00 AV / FCF, DCF $334 $421—87% 85% — $83 $114 FCF) ~40x CY2023E AV / AV / Revenue, Canaccord Canaccord 8/4/2022 Buy 25.00 FCF AV / FCF $334 $421—87% 87% — — $80 $105 10x CY2023E AV / Stephens Stephens 8/4/2022 Overweight 25.00 AV / Revenue $334 $422 $515 88% 87% 87% $53 $72 $98 $81 $114—Revenue 9.7x AV / CY2023E ——Needham Needham 8/4/2022 Buy 24.00 AV / Revenue $334 $415 $507 87% 87% 87% $80 $107 $133 Revenue 85% 7.5x AV / Goldman Sachs GS 8/4/2022 Buy 22.00 Revenue; 15% AV / Revenue $332 $412 $492 86% 85% 85% $46 $65 $90 $64 $106 $146 Strategic Ppaids 25x CY2027E Morgan Stanley MS 8/4/2022 Equal Weight 21.00 AV / FCF $333 $413 $502 86% 86% 87% $46 $60 $93 $85 $84 $115 AV/FCF 7x CY2023E AV / Bank of America BofA 8/4/2022 Buy 20.00 AV / Revenue $334 $420 $521 87% 85% 85% $57 $72 $97 $79 $98 $110 Revenue 8.0x CY2023E AV / Citi Citi 8/5/2022 Neutral 20.00 AV / Revenue $334 $394 $484 83% 78% 78% $52 $63 $79 $84 $98 $126 Revenue 8.0x CY2023E AV / UBS UBS 8/4/2022 Neutral 19.00 Revenue AV / Revenue $333 $407 $475 87% 87% 88% $60 $75 $89 $82 $95 $109 Mean $23.36 $334 $415 $499 87% 85% 85% $53 $66 $91 $81 $104 $123 Median $24.00 $334 $415 $502 87% 86% 87% $53 $65 $92 $81 $105 $121 ,—— . Post earnings, median CY22 revenue estimates increased Notes 1. Latest available broker estimates, excludes Berenberg due to price target as of 2/17/2022 from $332; CY23 estimates decreased from $417 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT PRELIMINARY VALUATION PERSPECTIVES 26


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Morgan Stanley APPENDIX Reference Materials PRELIMINARY AND CONFIDENTIAL DRAFT 27


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Morgan Stanley Adjusted EBITDA to Free Cash Flow Reconciliation |Historicals| CY2019A Adj. EBITDA Interest and Deferred AR Deferred Prepaid and AP and Other Capitalized Cash Flow From PP&E and Free Cash Flow Taxes Revenue Commissions Other Assets Liabilities Content and Operating Capitalized Other Activities Software Margin / Impact to Margin (%) 1% 1% 46% (9%) (8%) (3%) 4% (6%) 25% (9%) 16% CY2020A $MM Change in NWC 47 Adj. EBITDA Interest and Deferred AR Deferred Prepaid and AP and Other Capitalized Cash Flow From PP&E and Free Cash Flow Taxes Revenue Commissions Other Assets Liabilities Content and Operating Capitalized Other Activities Software Margin / Impact to Margin (%) 9% (1%) 27% (4%) (5%) 0% 1% (3%) 26% (5%) 21% Margin / Impact to Margin (%) Other Activities Software 17% (2%) 31% (6%) (6%) (3%) 4% (4%) 31% (2%) 29% Note: Change in deferred commissions net of deferred commissions amortization to reflect broker treatment of projections PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 28


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Morgan Stanley Adjusted EBITDA to Free Cash Flow Reconciliation Forecast CY2022E $ MM Change in NWC 99 “W “W 49 103 Adj. EBITDA Interest and Capitalized Deferred AR Deferred Prepaid and AP and Other Capitalized Cash Flow PP&E and Free Cash Taxes Stock-Based Revenue Commissions Other Assets Liabilities Content and From Capitalized Flow Comp Other Operating Software Activities Margin / Impact to Margin (%) 15% (1%) 1% 29% (4%) (6%) 3% (2%) (3%) 30% (3%) 27% Adj. EBITDA Interest and Capitalized Deferred AR Deferred Prepaid and AP and Other Capitalized Cash Flow PP&E and Free Cash Taxes Stock-Based Revenue Commissions Other Assets Liabilities Content and From Capitalized Flow Comp Other Operating Software Margin / Impact to Margin (%) Activities 22% (3%) 1% 29% (3%) (9%) (0%) 2% (3%) 36% (4%) 32% Comp Other Operating Software Margin / Impact to Margin (%) Activities 39% (9%) 1% 35% (4%) (10%) (0%) 0% (3%) 48% (3%) Notes: Change in deferred commissions net of deferred commissions amortization to reflect broker treatment of projections PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 29


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Morgan Stanley Weekly Movement in Orange Stock Price Since Market Peak Weekly Share Price Change since Week of 11/1/2022 Count of Weekly Change Since the Week Beginning 11/1/22 # 16 <2.5% 2.5%—5.0% 5.0%—7.5% 7.5%—10.0% >10.0% Source: Capital IQ Notes 1. Market data as of 8/12/2022 2. Weekly change calculated as absolute difference in closing share price on Friday of respective week relative to closing share price on Friday of prior week PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 30


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Morgan Stanley Orange Comparable Company Operational Benchmarking (1) CY2022E CY2022E Revenue Growth (%) CY2022E Free Cash Flow Margin (%)(2) CY2022E Rule of (%)(3) CY2022E Adj. EBITDA Margin (%) Management Management Street Street 80 ZoomInfo ZoomInfo Atlassian Atlassian DocuSign DocuSign Jamf Jamf Hubspot Hubspot PagerDuty Sprout Social Sprout Social PagerDuty Smartsheet Smartsheet Asana Qualys Asana Crowdstrike Zscaler Qualys 83 Crowdstr ke Tenable Zscaler Rapid7 Okta Tenable Rapid7 Okta Source: Capital IQ, Thomson Consensus, Company Management Notes 1. Market data and consensus estimates as of 8/12/2022 Orange Estimates High Growth Software High Growth Security 2. Management reflects forecast provided by Management on 8/12/2022 3. Free cash flow calculated as operating cash flow less capital expenditures 4. Rule of defined as the sum of revenue growth and free cash flow margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 31


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Morgan Stanley Illustrative Discounted Equity Value Over Time Street Case} Discounted to 8/12/2022 Discounted Future Share Price Future Share Price $ per Share $ per Share $40.00 $40.00 $35.00 $35.00 $30.00 $30.00 $25.00 $25.00 $20.00 $20.00 $15.00 $15.00 $10.00 $10.00 $5.00 $5.00 $0.00 $0.00 Current Dec-22 Dec-23 Dec-24 Current Dec-22 Dec-23 Dec-24 Net Cash ($MM) $315 $357 $461 $582 Net Cash ($MM) $315 $357 $461 $582 Notes 6.Ox NTM Revenue 0 8.0x NTM Revenue | 10.0x NTM Revenue Current Share Price 1. Market data and consensus as of 8/12/2022 2. Cost of equity of 11.8% based on 1.50 Barra predicted beta, 2.8% risk-free rate and 6.0% market risk premium 3. Current FDSO based on implied share price; represents annualized increase in basic shares through 12/31/2024 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 32


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Morgan Stanley Illustrative Discounted Equity Value Over Time Management Casq Discounted to 8/12/2022 Future Share Price Discounted Future Share Price $ per Share $ per Share $40.00 $40.00 $35.00 $35.00 $30.00 $30.00 $25.00 $25.00 $20.00 $20.00 $15.00 $15.00 $10.00 $10.00 $5.00 $5.00 $0.00 - $0.00 Current Dec-22 Dec-23 Dec-24 Current Dec-22 Dec-23 Dec-24 Net Cash ($MM) $315 $360 $467 $619 Net Cash ($MM) $315 $360 $467 $619 Notes 6.Ox NTM Revenue 0 8.0x NTM Revenue | 10.0x NTM Revenue Current Share Price 1. Market data and consensus as of 8/12/2022 2. Management reflects forecast provided by Management on 8/12/2022 3. Cost of equity of 11.8% based on 1.50 Barra predicted beta. 2.8% risk-free rate and 6.0% market risk premium 4. Current FDSO based on implied share price; represents annualized increase in basic shares through 12/31/2024 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 33


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Morgan Stanley Research Perspectives On Orange Target Price Summary Orange Analyst Perspectives <1) <1> Price Per Share ($) Current Premium / Price (Discount) to Analyst Target Current Broker 1 $28.00 39% Broker 2 $28.00 39% Broker 3 $25.00 24% Broker 4 $25.00 24% Broker 5 $25.00 24% Broker 6 $24.00 19% Broker 7 $22.00 9% Broker 8 $21.00 4% Broker 9 $20.00 -1% Broker 10 $20.00 -1% Median Target Price Share Price Broker 11 $19.00 -6% Mean $23.36 16% Positives Considerations Median $24.00 19% Current Price $20.21 “Pipeline remains strong, with no signs of slowdown or “Company sounded more bullish on 2H expectations—sales cycle elongation, and believe the business focus indicating they’re not incorporating much conservatism has an inherent resiliency to economic cycles, helping beyond typical levels into guidance. This admission I Valuation Methodology enterprises reduce costly malicious attacks.” kely leaves investors uneasy given Orange’s 88% SMB “Orange is offering a security tool that prevents social exposure and risk of seat chum, however the company % Methodology is not yet seeing any negative trends around retention engineering attacks, which is how the vast majority of rates and deserves credit for consistent execution” breaches are accomplished. And as companies in this AV / Revenue predominantly greenfield market become more Competitive informed about security at the human layer, we think “Risk to per seat model if unemployment levels begin Positioning Orange’s category leadership positions it for solid Macroeconomic to tick up—Company noted that headcount reductions demand” Impacts have been concentrated in start-ups / high tech areas and are not happening economy-wide. Orange “Orange checked all the key boxes with its second experienced this in COVID and bounced back, but this quarter print—customer adds were healthy (including is currently not happening” the largest deal in company history), international continues to increase as a percent of the mix, multi-product customers are growing quickly, and the firm had a strong cash flow quarter and increased its “The company has struggled to keep pace with growth margin guide for the year” investments in the [international] region, particularly as FCF Multiple 40% “International markets have been a key growth pillar hiring has seen challenges and delays” Platform for the company the last year and a half, growing Expansion north of 50% in 2Q22 (17.4% of total revenue)” International Notes Expansion 1. Market data and consensus estimates as of 8/12/2022 per Capital IQ 2. Reflects disclosed valuation methodologies for available research analysts PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 34


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Morgan Stanley Consistent Beat and Raise Performance vs. Street Estimates Since IPO (1) $MM Q1 FY2021 Q2 FY2021 Q3 FY2021 Q4 FY2021 Q1 FY2022 Q2 FY2022 Q3 FY2022 Revenue Prior Consensus 54.2 59.0 64.7 69.4 79.0 85.4 Guidance 56.0 61.0 67.0 72.5 79.0 85.5 Guidance vs. Prior Consensus +3.4% +3.4% +3.6% +4.5% +0.1% +0.1% Street Consensus 51.0 56.3 61.5 67.1 73.0 79.5 Actual Results 53.6 59.4 64.1 69.3 75.0 80.8 Actual vs. Consensus +4.9% +5.4% +4.3% +3.3% +2.8% +1.6% Non-GAAP Operating Income Street Consensus (1.0) (3.0) 1.1 2.6 5.6 5.1 Actual Results 5.9 4.5 3.0 15.1 9.0 11.0 Actual vs. Consensus N.M. N.M. +180.0% +476.4% +62.1% +116.1% 3 4 5 FCF Street Consensus 2.8 0.5 7.3 5.3 8.9 12.8 Actual Results 21.3 13.5 18.8 20.2 24.1 20.7 Actual vs. Consensus +660.9% +2464.4% +157.1% +278.5% +170.4% +61.2% Source: Capital IQ, Thomson Estimates Notes 4 Thomson estimates as of 8/12/2022 5 FCF defined as Operating Cash Flow less CapEx PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 35


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Morgan Stanley Preliminary Orange Financial Summary Street Case Street Case Selected Financial Data (1) $MM CY19A CY20A CY21A CY22E CY23E CY24E Income Statement Revenue 121 175 246 334 415 490 % Revenue Growth 45% 41% 35% 25% 18% Adj. EBITDA(2) 53 1 16 42 66 89 Margin % 1% 9% 17% 16% 16% 18% (2) 36 Adj. EBIT (7) 4 29 46 66 Margin % (6%) 2% 12% 11% 11% 14% Cash Flow Items 17 23 Depreciation & Amortization 8 12 14 21 (7) Capitalized Content Costs (6) (5) (10) (10) (8) 118 5 18 25 30 33 Stock-Based Compensation Change in NWC 35 35 50 48 60 58 (7) Capital Expenditures (11) (8) (6) (9) (11) Cash Taxes 0 0 (3) (3) (4) (8) Unlevered Free Cash Flow 19 37 78 81 103 120 Notes 1. Street Case per Capital IQ as of 8/12/2022 -GAAP financials conform to Orange Management non-GAAP reporting 2. Adj. financials are unburdened by stock based compensation; non PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 36


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Morgan Stanley Preliminary Orange Financial Summary (Cont’d) Management Case Management Case Selected Financial Data (1) $MM CY19A CY20A CY21A CY22E CY23E CY24E CY25E Income Statement Revenue 121 175 246 336 440 555 697 % Revenue Growth 45% 41% 36% 31% 26% 26% Adj. EBITDA (2) 49 75 1 16 42 132 213 Margin % 1% 9% 17% 15% 17% 24% 31% (2) (2) 189 Adj. EBIT (7) 4 29 35 60 111 Margin % (6%) 2% 12% 10% 14% 20% 27% Cash Flow Items Depreciation & Amortization 8 12 14 14 16 21 25 Capitalized Content Costs (6) (5) (7) (10) (11) (9) (7) Stock-Based Compensation 118 5 18 26 39 42 42 Capitalized SBC 0 0 0 2 3 2 2 Change in NWC 35 35 50 64 65 69 63 Capital Expenditures (11) (8) (6) (11) (14) (10) (13) Cash Taxes 0 0 (1) (1) (5) (25) (44) Unlevered Free Cash Flow 19 37 79 92 109 158 213 Notes 1. llustrative case based reflecting forecast provided by Orange Management on 8/12/2022 2. Adj. financials are unburdened by stock based compensation; non-GAAP financials conform to Orange Management non-GAAP reporting PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 37


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Morgan Stanley Orange Capitalization Summary and Aggregate Value Build $MM, Except Where Noted (1)(2)(3) Current Spot Current Share Price ($) $20.21 Basic Total Shares Outstanding (#MM) 175.7 Dilutive Instruments Shares (#MM) Diluted Shares Outstanding (#MM) RSUs Outstanding 2.79 Weighted Avg Strike Price ($) 2.79 Options Outstanding 8.04 0.00 $3.25 6.75 Total 9.54 Debt Amount Total Debt Fully Diluted Shares Outstanding (#MM) 185.2 Fully Diluted Equity Value $3,744 (+) Debt Principal (-) Cash ($315) Fully Diluted Aggregate Value $3,428 Notes 1. Market data as of 8/12/2022 2. Debt balance, options, and RSUs as of 6/30/2022 3. Assumes $315MM Cash and 175.7MM basic shares outstanding as of 6/30/2022 per 10Q PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 38


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Morgan Stanley Shareholder Analysis Shares in MM, as of 4/6/2022 Less Class A Class B Shareholder Common Common Total Basic% Total Total Votes % Total Affiliated Adjusted % Total Stock Stock Shares Votes 370.7 Elephant—37.1 37.1 21.2% 33.9% (37.1) —% 261.2 KKR—26.1 26.1 14.9% 23.9% (26.1) —% 147.5 Vista 1.9 14.6 16.4 9.4% 13.5% (16.4) —% 91.7 Goldman Sachs—9.2 9.2 5.2% 8.4%—91.7 34.2% 71.5 Kevin Mitnick 2.5 6.9 9.4 5.4% 6.5%—71.5 26.7% 43.9 Stu Sjouwerman 0.1 4.4 4.5 2.6% 4.0% (4.5) —% 16.3 Krish Venkataraman 0.2 1.6 1.8 1.1% 1.5%—16.3 6.1% 0.6 Lars Letonoff 0.6—0.6 0.3% 0.1% (0.6) —% 4.7 Kevin Klausmeyer—0.5 0.5 0.3% 0.4%—4.7 1.7% 7.0 Gerhard Watzinger—0.7 0.7 0.4% 0.6%—7.0 2.6% 7.0 Kara Wilson—0.7 0.7 0.4% 0.6%—7.0 2.6% 70.1 Other Common Shareholders 67.5 0.3 67.7 38.8% 6.4%—70.1 26.1% 174.7 Totals 72.8 101.9 100.0% 1,092.0100.0% 268.2 100.0% Notes 1. Share counts as of 4/6/2022 Proxy, total share count does not tie to detailed Aggregate Value build as those chare counts are asof the 2Q22 filing and detailing sharecount ownership is not provided PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 39


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Morgan Stanley WACC Calculation (1)(2) Predicted Beta Orange WACC Analysis (1) WACC Calculation Low Base High Market Risk Premium 6.0% 6.0% 6.0% Barra Predicted Beta (2) 1.50 1.50 1.50 2.8% 2.8% Risk Free Rate—10-Year Spot as of 08/12/22 2.8% 1.1 Sensitivity Adjustment (1.0%) 0.0% 1.0% CM CM CM Cost of Equity 10.8% 11.8% 12.8% CM CM CM c CM CM CM (XI (XI Z5 Q_ CD Z5 O O _Q (D Q_ CD < < O (D Q LL < Z5 < Equity / Total Capitalization 100.0% 100.0% 100.0% — Pre-Tax Cost of Debt—Tax Rate 25% 25% 25% After-Tax Cost of Debt ——Total Debt / Total Capitalization ——WACC 10.8% 11.8% 12.8% Notes 1. Market data as of 8/12/2022 2. Barra Beta per Capital IQ as of 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 40


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Morgan Stanley Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distr bute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. The purpose of this document is to provide the recipient with a preliminary valuation for discussion purposes in connection with a potential transaction. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 41

Exhibit (c)(v)

 

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Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Meeting Project Orange September 15, 2022 Morgan Stanley CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


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Agenda 1 Process Update 2 Valuation Considerations 3 Next Steps PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 2


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Morgan Stanley 8 Bidder Outreach Progress Detail Company Connected Earnmgs Pack rJ OA S1gned MP Scheduled Meetmg Held Respond’” 9 to H•gh Pn onty VOR Access Prov1ded Rece1ved lmt1al 6 1d 0 11gence 1 Sponsors [***] ~ ~ ~ ~ ~ ~ ~ [***] ~ ~ ~ ~ ~ X Stra!!pics [***] ~ X [***] ~ X [***] ~ ~ ~ ~ ~ ~ X [***] ~ ~ ~ ~ ~ X [***] ~ ~ ~ ~ ~ X [***] ~ ~ X [***] ~ X [***] ~ X [***] ~ ~ ~ ~ ~ X [***] ~ ~ ~ ~ ~ X [***] ~ ~ ~ ~ ~ ~ X [***] ~ ~ X [***] ~ X [***] ~ ~ ~ ~ X [***] ~ ~ ~ ~ ~ X Inside< [***] “‘l Not engaged X No Interest PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 3


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[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [**] [***] [***] [***] [***]


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Morgan Stanley 8 Since I PO, Orange Share Price Has Outperformed Peers Since Orange IPO (1)(2) Share Price Performance Indexed to 100 (%) 225 200 175 150 125 21% 100 (2%) (2%) 75 (30%) 50 Apr 21 May 21 Jul 21 Aug 21 Sep 21 Nov 21 Dec 21 Jan 22 Feb 22 Apr 22 May 22 Jun 22 Aug 22 Sep 22 Orange High Growth Software High Growth Security S&P 500 Source: Capitai iQ Notes 1. Mar1<et data and Thomson estimates as of 9/1212022 2. Median of each category shown; High Growth Software includes: Allassian, Oocusign, Smartsheet, Jamf, Zoom Info, Asana, Sprout Social, Pagerduty, Hubspot; High Growth Security includes: Crowostrike, Okta, Qualys, Rapid?, Tenable, Zscaler PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 5


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Morgan Stanley 8 Orange Recent Share Price History Key Share Price Information Current Price Average Since Q2 Earnings 30 day Average $19.41 $19.23 $19.37 Stock Price Performance Over the Last 3 Months r Volume(MM) 1 612412022 ~ 10.0 $22.50 L : Orange is added to the I I ~~~~~O~I::d::x ~ e .. 1 ~ 9.0 I 8/:W/2022 Orange I 1 7/18/2022 : 1 I Non Deal I 1 Special Convnittee gives Morgan I I Roadshow : Stanley permission to conduct a I L T 8.0 : limited outreach to potential non I I Violet bidders I 1 $20.00 _I I I 7.0 I $19.41 I I    ~1 $18.18 I $17.50 I 5.0 I I I I 4.0 r ‘ .. 3.0 I I r .. I 8/412022 I $15.00 I I 7/512022 ~ 1 : 02 2022 Earnings Announcemen~ : 1 711412022 1 Orange shows strong 02 earnings 2.0 : Special Convnittee : 1 1 1 with Beat and Raise 1 formed I Initial Morgan Stanley : 1 1 llf_ j__ T11L~ m ~~~~’ l. _I 1.0 $12.50 I I I II II I I I I I I I I I I I I I II 6/6/2022 6/15/2022 6/24/2022 7/5/2022 7/14/2022 712512022 8/3/2022 8/12/2022 8/23/2022 9/1/2022 9/12/2022 Volume Orange Share Price Average Source: Capitai iO Notes t . Mart<et Data as of 911212022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 6


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Morgan Stanley 8 Preliminary Valuation Summary (1)(2) Share Price as of 9112/2022: $19.41 Public Tradina Comparables (l) Revenue (CY23E) Street Case: 6 Ox 9 Ox AV I CY23E Revenue of $415MM $15.19 .~~~~~~~ $2~1.86 Management Case: 6 Ox 9 Ox AV I CY23E Revenue of $440MM $16.00 $23.08 Free Cash Flow (CY23E) Street Case: 30.0x 45.0x P I CY23E FCF of $104MM : $ $16 $17 .85 .42 .~ii~~~~~i... 25$ .2126.06 Management Case: 30 Ox 45.0x P I CY23E FCF of $107MM 4 Discounted Equity Value ( ) Based on Revenue (CY25E) and discounted 2.3 Years at 12.3% cost of equity Street Case: 6 Ox 9 Ox AV I CY25E Revenue of $585MM $16.53 $19.32 ~~~~~ ..:$2~3~.5:9..... $27.69 Management Case: 6 Ox 9 Ox AV I CY25E Revenue of $697MM Based on Free Cash Flow (CY25E) and discounted 2.3 Years at 12.3% cost of equity ‘ Street Case: 30.0x 40.0x P I CY25E FCF of $136MM $16.53 ‘ $22.01 Management Case: 30.0x 40.0x P I CY25E FCF of $208MM $25.09 .. ·$33.42 4 Discounted Cash Flow Analysis ( ) $17.59 _____... Management Case: 11.3% 13.3% WACC; 3.0% 4.0% PGR $23.93 Precedent Transaction Multiples Revenue (NTM CY22E) Street Case: 7 Ox 11.0x AV I NTM Revenue of $374MM ..$~23 .91 $15.88 .~~;i;;~~~ Management Case: 7 Ox 11.0x AV I NTM Revenue of $388MM $16.39 $24.71 For Reference Precedent Transaction Premia 20 0% 50 0% Premium to Unaffected Spot ($19.41) 20.0% 50 0% Premium to 30 Day Average ($19.37) $23.29 :::::::$29.12 $23.25 $29 06 6 Historical Trading Range ( ) Last 30 Days Last90 Days $17.37 $20.80 Last 365 Days $14.29 $20.80 $14.29 $27.40 Anatvst Price Taraets Undiscounted (5) $19.00 $28.00 Discounted 1 Year@ 12.3% Cost of Equity Median $16.92 $0 $5 $10 $15 $20 $25 $30 $35 $40 Notes 4. Valuation date for DEV and DCF as of 9/1212022 1. Mar1<e1data and Thomson estimates as of911212022; Street financials represent consensus estimates through CY2024E 5. Cost of equity of 12.3% based on 1.49 Barra predicted beta, 3.4% risk free rate and 6.0% market risk premium 2. Management reflects forecast provided by Management on 8/1212022 6. Historical trading range based on daily last sale prices 3. Relevant public comparables include: Atlassian, DocuSign, Smartsheet, Jam!, Zoomlnfo, Asana, Sprout Social, PagerDuty, Hubspot, Okta, Qualys, Rapid?, Tenable, Crowds!Jike, Zscaler PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 7


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Morgan Stanley 8 Orange Comparable Company Valuation Benchmarking CY2023E ( AV I Revenue 111 ) X 16.8 16.6 CY2023E Median: 7.6x CY2023E Median: 8.3x 7.9 CY2023E P I FCF I1H2H3l X CY2023E Median: 33.6x 66.5 CY2023E Median: 39.3x 34.6 33.5 N.M. N.M. N.M. N.M. Source: Capitai iQ, Thomson Consensus Notes 1. Mar1<et data and consensus estimates as of 9112/2022 • Orange Estimates • High Growth Software • High Growth Security 2. Management reflects forecast provided by Management on 8/12/2022 3. Free cash flow calculated as operating cash flow less capex PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 8


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Morgan Stanley 8 Discounted Equity Value Based on CY2025E Revenue Street and Management Cases; Value at 12/31/2024 Discounted to 9/12/2022 (1H2H5) $MM, Except Where Noted Street Case ~g~ 2025E Revenue 585 697 2025E MuHiple 8.0x BOx Implied Future AV S4,679 S5,578 (+) PrOJ. cash 5/6 619 ( ) Proj. Total Debt 0 0 Future Equity Value S5,255 S6,196 Current F6§6 185.1 185.1 Annual Basic Share lncrease(6> 08% 1.00k Future FOSO 189.5 1905 Future Price per Share $27.73 $32.52 Cost of Equity (Ke) 12.3% 12.3% Discount Period (Years) 2.30 2.30 Price Per Share N PV $21.24 s24.9o Implied Fully Diluted Future Discounted Fully Diluted (3)(4) Share Price (at Dec 2024) Future Share Price • 3 Month Performance Street Case Management Case Street Case Management Case • 12 Month Performance Historical NTM CY2025E Revenue, Margin AV I NTM Multiple AV I Revenue Multiple $585 $697 18% 26% 6.0x $21.59 $25.23 $16.53 $19.32 7.0x 33% $24.66 $28.88 $18.89 $22.11 45% 8.0x $27.73 $32.52 $21.24 $24.90 9.0x $30.80 $36.16 $23.59 $27.69 10.0x $33.87 $39.81 $25.94 $30.49 11.0x $36.95 $43.45 $28.29 $33.28 12.0x $40.02 $47.09 $30.65 $36.07 13.0x $43.09 $50.74 $33.00 $38.86 14.0x $46.16 $54.38 $35.35 $41.65 Notes 4. Cost of equity of 12.3% based on 1.49 Barra predicted beta, 3.4% risk free rate and 6.0% market risk premium 1. Mar1<et data and consensus as of 9/1212022 5. Current FDSO based on implied share price; represents annualized increase in basic shares through 12131/2023 2. Management reflects forecast provided by Management on 8/12/2022 6. Share creep calculated based on projected cumulative SBC divided by current share price to determine CAGR over the period 3. Assumes future cash balance as of 12/31/2024 of $582MM in Street Case and $619MM in Management Case 2022 to2025 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 9


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2 Discounted Equity Value – Based on CY2025E LFCF Street and Management Cases; Value at 12/31/2024 Discounted to 9/12/2022 (1)(2)(4) $MM, Except Where Noted Street Case Management Case Street Case Management Case 2025E Revenue 585 697 2025E FCF 143 208 2025E FCF Margin 24.4% 29.8% 2025E Multiple 35.0x 35.0x Implied Future EV $5,002 $7,284 Current FDSO 185.0 185.1 Annual Basic Share Increase (5) 0 8% 1.0% Future FDSO 189.4 190.7 Future Price per Share $26.40 $38.20 Cost of Equity (Ke) 12.3% 12.3% Discount Period (Years) 2 30 2.30 Price Per Share NPV $20.22 $29.26 Implied Fully Diluted Future Discounted Fully Diluted (3) Share Price (at Dec 2024) Future Share Price Street Case Management Case Street Case Management Case CY2025E LFCF, Margin P / NTM Multiple $143 $208 24% 30% 30.0x $22.65 $32.77 $17.35 $25.09 35.0x $26.40 $38.20 $20.22 $29.26 Current Discounted 2.3 NTM Years at 12.3% Cost Multiple of Equity 39.2x 40.0x $30.15 $43.64 $23.09 $33.42 @$19.41 45.0x $33.91 $49.08 $25.97 $37.59 Notes 4. Current FDSO based on implied share price; represents annualized increase in basic shares through 12/31/2023 1. Market data and consensus as of 9/12/2022 5. Share creep calculated based on projected cumulative SBC divided by current share price to determine CAGR over the period 2. Management reflects forecast provided by Management on 8/12/2022 2022 to 2025 3. Cost of equity of 12.3% based on 1.49 Barra predicted beta, 3.4% risk free rate and 6.0% market risk premium PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 10


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2 Long Term Orange Financial Profile $MM, unless otherwise noted (1)(2) Extrapolations reviewed and approved by management Terminal CY19A CY20A CY21A CY22E CY23E CY24E CY25E CY26E CY27E CY28E CY29E CY30E CY31E CY32E Year Select DCF Input Financials Revenue 121 175 246 336 440 555 697 854 1,020 1,186 1,344 1,480 1,585 1,649 1,706 % Revenue Growth 45% 41% 36% 31% 26% 26% 22% 19% 16% 13% 10% 7% 4% 3% Adj. EBITDA 1 16 42 49 75 132 213 282 360 447 537 612 676 725 751 Margin % 1% 9% 17% 15% 17% 24% 31% 33% 35% 38% 40% 41% 43% 44% 44% D & A 8 12 14 14 16 21 25 26 31 36 40 44 48 49 51 % of Revenue 7% 7% 6% 4% 4% 4% 4% 3% 3% 3% 3% 3% 3% 3% 3% CapEx + Capitalized Content (17) (13) (12) (21) (25) (18) (20) (26) (31) (36) (40) (44) (48) (49) (51) % of Revenue 14% 8% 5% 6% 6% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% SBC (118) (5) (18) (26) (39) (42) (42) (43) (51) (59) (67) (74) (79) (82) (85) % of Revenue 98% 3% 8% 8% 9% 8% 6% 5% 5% 5% 5% 5% 5% 5% 5% Cash Taxes 0 0 (1) (1) (5) (25) (44) (53) (70) (88) (107) (123) (137) (148) (154) Rate % 5% 54% 8% 8% 25% 36% 30% 25% 25% 25% 25% 25% 25% 25% 25% Change in NWC 35 35 50 64 65 69 63 78 83 83 79 68 52 32 29 % Change in Revenue 64% 71% 72% 62% 60% 44% 50% 50% 50% 50% 50% 50% 50% 50% uFCF (99) 32 61 66 71 116 171 238 292 347 401 438 465 477 490 % of Revenue (82%) 18% 25% 20% 16% 21% 24% 28% 29% 29% 30% 30% 29% 29% 29% EBITDA % uFCF % 83% (9%) (8%) (5%) 1% 3% 6% 5% 7% 8% 10% 12% 13% 15% 15% Notes 1. Management case through to FY2025 reflects forecasts provided by Management on 8/12/2022 2. Extrapolations were reviewed and approved by Management on 9/1/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 11


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2 Discounted Cash Flow Analysis Preliminary Discounted Cash Flow Analysis $MM Discounted Cash Flow Analysis Perpetuity Growth Rate 3.0% 3.5% 4.0% Discount Rate 13.3% 12.3% 11.3% 13.3% 12.3% 11.3% 13.3% 12.3% 11.3% Implied Valuation NPV of UFCF 1,440 1,513 1,590 1,440 1,513 1,590 1,440 1,513 1,590 FV of Terminal Value 4,904 5,432 6,088 5,179 5,769 6,510 5,485 6,147 6,991 PV of Terminal Value 1,500 1,807 2,205 1,584 1,919 2,358 1,677 2,045 2,532 Aggregate Value 2,940 3,320 3,795 3,024 3,432 3,948 3,117 3,557 4,122 Net Cash 315 315 315 315 315 315 315 315 315 Equity Value 3,255 3,635 4,111 3,339 3,747 4,264 3,433 3,873 4,438 FDSO 185.0 185.2 185.3 185.1 185.2 185.4 185.1 185.3 185.4 Price / Share $17.59 $19.63 $22.18 $18.04 $20.23 $23.00 $18.54 $20.90 $23.93 % Premium / (Discount) to Current (9%) 1% 14% (7%) 4% 18% (4%) 8% 23% % of Aggregate Value UFCF 49% 46% 42% 48% 44% 40% 46% 43% 39% Terminal Value 51% 54% 58% 52% 56% 60% 54% 57% 61% Implied Terminal EBITDA Multiple 6.5x 7.2x 8.1x 6.9x 7.7x 8.7x 7.3x 8.2x 9.3x Implied Exit FCF Multiple (P/LFCF) 10.7x 11.7x 13.1x 11.2x 12.4x 13.9x 11.8x 13.2x 14.9x Share Price Sensitivity(2)(5) Implied Exit Multiples (2)(3) Revenue and FCF Sensitivity(4)(5) $/Share, Growth declines to 4% by 2032; EBITDA margin X, Growth declines to 4% by 2032; EBITDA margin $/Share, FY2032 Revenue Growth (linear decline from increases to 44% increases to 44%; Assumes 12.3% WACC FY2026) WACC Multiple 2032 Revenue Growth 13.3% 12.8% 12.3% 11.8% 11.3% AV / Revenue AV / EBITDA P / FCF 2% 4% 8% 12% 16% 2.5% $17.18 $18.05 $19.09 $20.16 $21.45 2.5% 3.0x 6.8x 11.1x 34% $14.96 $15.77 $17.51 $19.46 $21.61 3.0% $17.59 $18.52 $19.63 $20.78 $22.18 3.0% 3.2x 7.2x 11.7x EBITDA 39% $17.06 $18.00 $20.02 $22.27 $24.77 GR 3.5% $18.04 $19.04 $20.23 $21.48 $23.00 3.5% 3.4x 7.7x 12.4x 44% $19.17 $20.23 $22.53 $25.08 $27.92 PGR P Margin 4.0% $18.54 $19.61 $20.90 $22.27 $23.93 4.0% 3.6x 8.2x 13.2x Terminal 49% $21.28 $22.46 $25.03 $27.89 $31.07 4.5% $19.10 $20.26 $21.66 $23.16 $25.00 4.5% 3.9x 8.8x 14.1x 54% $23.38 $24.69 $27.54 $30.71 $34.22 Notes Range from Football Field (p. 7) 1. Management case through to FY2025 reflects forecasts provided by Management on 8/12/2022 2. Extrapolations were reviewed and approved by Management on 9/1/2022 3. Calculated as implied exited aggregate value divided by relevant perpetual operating metric 4. Table assumes 12 3% WACC and 3.5% PGR 5. FDSO based on basic share count and dilutive securities schedule per latest filing 6. CY2023E NPV of uFCF stubbed for mid year PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 12


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Morgan Stanley 8 Precedent Software Transaction Multiples Selected Software Transactions NTM Aggregate Value I Revenue Highest Multiple Strategic Software Deals Select Sponsor Software and Strategic Deals 44.9 35.0x+ 25.7 24.9 I r ..I 1 Orange I 1 I $ .41/share I 19 1 16·5 15.7 15.7 1 8.8x I 13.713.6 13.2 L r .! 11.0 11 0 10.8 10.3 9.3 92 9 1 9 Median 7.7x · it8 .3 8.2 8.2 8.0 7.8 7 8 7.6 7.3 7.0 6.8 6.8 6.6 6 6 “ 4.. ~~ ~ ~~~ ~~~n~r 4 6 42 . . · 4.1 3 8 3.7 3.6 3.4 3.3 3.2 Year 20 21 21 20 18 18 18 17 22 22 18 19 21 14 21 21 16 22 18 19 20 19 20 15 22 21 18 19 18 19 16 16 16 21 21 19 20 17 18 22 18 15 17 17 16 19 16 16 Growth ev 59% NA 20% 33% 30% 39% 25% 31% 16% 18% 24% 38% 20% 23% 100k 8% 21% 16% 14% 14% 12% 14% 18% 19% 19% 15% 16% 3% 24% 16% 16% 28% 28% 8% 10% 7% 4% 16% 4% 26% 7% 8% NA 17% 3% 4% 1% 12% Source Morgan Stanley Database, Capitai iQ, Thomson Consensus, Col!llany Filings, Public Information Sponsor Deals Strategic Deals Notes t . Twitio I Send Grid rruttipte as of closing date PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 13


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Morgan Stanley 8 Precedent Technology M&A Premia $1 Bn+ Aggregate Value Software Transactions Since 2014 (1) # of Deals = 72 Unaffected Spot Premium % #of deals 20 18 Median: 30% 15 11 8 <20% 20% 30% 30% 40% 40% 50% 50%+ %Premium 28% 25% 21% 11% 15% % Distribution Unaffected 30 Day Average % #of deals Median: 35% 20 14 13 13 12 %Premium < 20% 20% 30% 30% 40% 40% 50% 50%+ % Distribution 18% 28% 19% 17% 18% Notes 1. Transaction data as of September 2022; excludes withdrawn deals and those by strategic acquirers PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 14


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Morgan Stanley e Recent Software M&A With Sponsors 2021 and 2022 Select Public Transactions l l’“llmau& l:rk>dnllln y v~~ ~.~ I THOf~AOR/IWO I THOf~AOR/IWO P E RM”’ IR A I I rHO<.....,• I>O I I rHO<.....,•I>O I I rHO<.....,• I>O v ~~ .~.: ; ~ Medallia ci~nx hnaplan ®Sa~Point ~~ zendesk rll ~.valera Deal Size ($Bn) $11.2 $6.4 $16.5 $10.4 $6.8 $10.2 $2.8 $8.2 Date 4/26/2021 7/26/2021 1/31/2022 3/20/2022 4/11/2022 6/24/2022 8/3/2022 8/8/2022 Consideration 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash Activist Involvement X X X X X Premium to Unaffected 34% 20% 24% 31% 32% 34% 63% 27% NTM Revenue 10% 20% 3% 16% 18% 26% 19% 16% Growth NTM LFCF Margin 17% (8%) 21% 2% 1% 12% (1%) 1% Rule of 401 11 28% 12% 24% 18% 19% 38% 18% 17% NTM Purchase Rev 9.3x 10.8x 5.1x 13.5x 13.2x 4.6x 7.6x 9.0x Multiple Source: CapiQ, DeaiPoint Data Notes 1. Rule of 40 based on NTM Revenue Growth + NTM FCF Margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 15


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3 Next Steps Process • Verbal feedback from Violet expected after market close on September 16 –Pre scripted response on key potential offer items • Should a 13 D filing occur, Morgan Stanley to: 1. Reconnect with previously contacted parties to see if there’s interest in reengaging in light of the filing 2. Report inbound interest to the Special Committee and discuss potential engagement • If we proceed with Violet, then: 1. Diligence continue confirmatory diligence, including code scan 2. Financing debt and equity sources notified (with our permission) 3. Documentation merger agreement and associated documentation PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 16


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3 Next Steps – Communications In Case of Proposal by Violet • Days leading up to 13 D filing / public announcement of proposal: – Monitor for potential leaks – Develop and finalize communication materials – Hold sector leader touch base • Day of announcement of proposal: – Upload and issue press release – Alert NASDAQ – 13 D filing becomes public – Distribute employee e mail, investor / analyst courtesy note – Host daily employee briefing – Respond to inquiries, as appropriate • Days / weeks / months following announcement of proposal: – Special Committee to evaluate Violet proposal – Respond to media and stakeholder inquiries, as appropriate PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 17


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Recent Software M&A With Sponsors 2021 and 2022 Select Public Transactions I Icll man & Friedman | TbO’.UBHiVfl |E n-O\UBiiivfi yj vista II THOMABRAJO II THOMABRAJO PERM IR A | TbO’.UBIIAVfl Vv’    Medallia cilrix Anaplan ®SailPoint zendesk H Avalara Deal Size ($Bn) $11.2 $6.4 $16.5 $10.4 $6.8 $10.2 $2.8 $8.2 Date 4/26/2021 7/26/2021 1/31/2022 3/20/2022 4/11/2022 6/24/2022 8/3/2022 8/8/2022 Consideration 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash 100% Cash Activist Involvement X X z z X z X X Premium to Unaffected 34% 20% 24% 31% 32% 34% 63% 27% NTM Revenue Growth 10% 20% 3% 16% 18% 26% 19% 16% NTM LFCF Margin 17% (8%) 21% 2% 1% 12% (1%) 1% Rule of40(1) 28% 12% 24% 18% 19% 38% 18% 17% NTM Purchase Rev Multiple 9.3x 10.8x 5.1x 13.5x 13.2x 4.6x 7.6x 9.0x Source: CaplQ, DealPoint Data Notes 1. Rule of 40 based on NTM Revenue Growth + NTM FCF Margin


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3 Sponsor and Strategic Outreach Considerations Sponsors Strategics Tier 1A Tier 1 [***] [***] Tier 1B Tier 2 [***] Tier 2 [***] [***] Outreach Has Occurred PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 19


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APPENDIX Reference Materials PRELIMINARY AND CONFIDENTIAL DRAFT 20


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Morgan Stanley 1 2 Overview of Street vs. Management Plan ( H ) Total Revenue Gross Profit $MM $MM $697 $622 _ o $503 $100 Total Revenue Growth Gross Profit Margin % % 59.1% 25.6% o 19.7% 17.7% 84.7% 82.9% o Actuals o Street 0 · Street Extrapolations o Management Notes 1. Street financials represent Thomson consensus estimates as of 9/1212022 2. Management reflects forecast provided by Management on 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 21


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Morgan Stanley Overview of Street vs. Management Plan (Cont’d) (1H 2 > Adj. EBITDA Levered Free Cash Flow $MM $MM $213 $208 C> _o , $138 $143 $19 $1 Adj. EBITDA Margin Levered Free Cash Flow Margin % % 30.6% 29.8% _ o <> 16.5% 24.4% 23.6% o Actuals o Street 0 · Street Extrapolations o Management Notes 1. Street financials represent Thomson consensus estimates as of 9/1212022 2. Management reflects forecast provided by Management on 8/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 22


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Morgan Stanley Orange Performance Has Been Volatile Since IPO, Particularly During Recent Market Turbulence .. . Share Price Performance Since IPO (1)(2) Price per Share ($) Volume (MM) 40 15 71212021: Kaseya 101212021 Orange ransomware announces~will acquire 51312022 Broader marl<et attad< SecurityAdvisor and volatility arrid heightened intruduce a New Information Secur~ uncertainty around inflation, 35 quantitative tightening, cateQOJY titled “Human Detection and Response· 2/16/2022 Orange China slowdown and 12 announces transition of Russia I Ukraine war Co President and CFO 6/24/2022 Orange is 6/8/2021: Orange Krish Venkataraman to launches new 1111012021 Orange added to the Russell Board of Directors 30 announces upsize and 1000 Index Compliance Plus Training Module pricing of proposed Follow On Offering 9 25 Orange Capitalization $MM, unless otherwise noted <1l 6 Share Pr ice S19.41 20 $19.41 Orange adds FOSO 185 Michael Williams as new Chief Fully Dilut ed Equity Value $3,594 Marketi Officer ( )Cash (315) 7/20/2021 3 15 (+)Debt 0 Aggregate Value $3,279 AV ICY 2022E Revenue 9.8x AV ICY 2023E Revenue 7.9x 10 0 Apr 21 May 21 Jul 21 Aug 21 Sep 21 Nov 21 Dec 21 Jan 22 Feb 22 Apr 22 May 22 Jun 22 Aug 22 Sep 22 Volume Price Source: Capilal IQ Notes 1. Mart<etdataasof 9/12/2022 2. High and low based on closing prices as of Capilai iQ PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 23


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Morgan Stanley ... With Valuation Multiples Converging on Those of Peers Over Time Since Orange IPO (1)(2) AV I NTM Revenue P I NTM FCF 13H4l X X 30 120 88.4x 20 80 17.6 15 60 12.5 43.5x 10 40 41 .7x 8.8x 8.8x 39.2x 8.5x 5 20 0 0 Apr 21 Jun 21 Aug 21 Oct 21 Dec 21 Feb 22 Apr 22 Jun 22 Sep 22 Apr 21 Jun 21 Aug 21 Oct 21 Dec 21 Feb 22 Apr 22 Jun 22 Sep 22 Orange High Growth Software High Growth Security o range High Growth Software High Growth Security Source: Capitai iQ Notes 1. Mar1<et data and Thomson estimates as of 9/1212022 2. Median of each category shown; High Growth Software includes: Allassian. Oocusign, Smartsheet. Jamf, Zoom Info, Asana, Sprout Social, Pagerduty, Hubspot; High Growth Security includes: Crowostrike, Okta, Qualys, Rapid?, Tenable, Zscaler 3. FCF defined as operating cash flow less capex 4. FCF multiples above 110 Ox shown as N M. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 24


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Morgan Stanley Software Multiples Have Significantly Compressed From Recent Highs NTM Forward Revenue Multiples of Software Companies Since January 2002 NTM AV I Revenue Multiple SOx All Top 5 Time Software Average Revenue Peak 2021 : 67.5x 70x Period Revenue Multiple Multiple Jan 2002 Pre GFC 7.5x 3.6x Nov 2007 60x Dec 2007 GFC 6.0x 2.8x Jun 2009 SOx Post GFC Jul2009 13.1x 5.1x to COVID Jan 2020 COVID to Jan 2020 45.4x 12.0x Peak Oct 2021 40x 2021 Oct 2021 67.5x 14.6x Peak 30x Current 19.4x 6.1x 20x Peak 2021: 14.6x 19.4x 10x All Software Top 5 Software Average of All Software (1998 2014) Average of All Software (2014 ) Source: Capitai iQ, as of 9/1212022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 25


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Orange Comparable Company Operational Benchmarking (1) CY2023E CY2023E Revenue Growth (%) CY2023E Adj. EBITDA Margin (%) CY2023E Free Cash Flow Margin (%)(2) CY2023E Rule of (%)(3) 31 17 25 56 Management Management Street Management 24 17 24 49 Street Street Management Street 31 44 37 68 Sprout Social ZoomInfo ZoomInfo ZoomInfo 30 22 19 48 ZoomInfo Jamf Atlassian Atlassian 30 20 18 40 Asana DocuSign DocuSign Jamf 29 19 18 38 Smartsheet Atlassian Jamf Hubspot 28 12 14 36 Atlassian Hubspot Hubspot Sprout Social 4 6 32 Hubspot 24 PagerDuty PagerDuty Smartsheet (0) 5 30 24 PagerDuty PagerDuty Sprout Social Sprout Social 23 (1) 4 29 Jamf Smartsheet Smartsheet DocuSign (32) (18) 12 DocuSign 11 Asana Asana Asana 39 36 69 37 Crowdstrike Crowdstr ke Qualys Qualys 20 32 55 32 Zscaler Zscaler Crowdstrike Crowdstrike 16 23 53 Okta 29 Zscaler Zscaler Qualys 21 12 17 38 Rapid7 Tenable Tenable Tenable 21 9 11 36 Tenable Rapid7 Rapid7 Okta 17 0 7 32 Qualys Okta Okta Rapid7 Source: Capital IQ, Thomson Consensus, Company Management Notes 1. Market data and consensus estimates as of 9/12/2022 Orange Estimates High Growth Software High Growth Security 2. Management reflects forecast provided by Management on 8/12/2022 3. Free cash flow calculated as operating cash flow less capital expenditures 4. Rule of defined as the sum of revenue growth and free cash flow margin PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 26


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Broker Estimates for Orange Select Analyst Estimates and Targets (1) $MM, except per share data Following Q2’22 Earnings Announcement, broker price targets range decreased from $19 $29 Revenue Gross Margin Adj. EBITDA Free Cash Flow Current Price Target Valuation Broker Date of Report Rating Price Target Methodology Methodology CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E CY22E CY23E CY24E ~12x CY2023E AV / Cowen Cowen 8/4/2022 Outperform 28.00 AV / FCF $335 $415 87% 87% $87 $123 Revenue DCF (20x CY2032 Truist Truist 8/4/2022 Buy 28.00 AV / FCF, DCF $334 $424 86% 85% $54 $59 $81 $98 FCF TV) DCF (25x CY2026E Piper Sandler Piper Sandler 8/4/2022 Overweight 25.00 AV / FCF, DCF $334 $421 87% 85% $83 $114 FCF) ~40x CY2023E AV / AV / Revenue, Canaccord Canaccord 8/4/2022 Buy 25.00 $334 $421 87% 87% $80 $105 FCF AV / FCF 10x CY2023E AV / Stephens Stephens 8/4/2022 Overweight 25.00 AV / Revenue $334 $422 $515 88% 87% 87% $53 $72 $98 $81 $114 Revenue 9.7x AV / CY2023E Needham Needham 8/4/2022 Buy 24.00 AV / Revenue $334 $415 $507 87% 87% 87% $80 $107 $133 Revenue 85% 7.5x AV / Goldman Sachs GS 8/4/2022 Buy 22.00 Revenue; 15% AV / Revenue $332 $412 $492 86% 85% 85% $46 $65 $90 $64 $106 $146 Strategic Ppaids 25x CY2027E Morgan Stanley MS 8/4/2022 Equal Weight 21.00 AV / FCF $333 $413 $502 86% 86% 87% $46 $60 $93 $85 $84 $115 AV/FCF 7x CY2023E AV / Bank of America BofA 8/4/2022 Buy 20.00 AV / Revenue $334 $420 $521 87% 85% 85% $57 $72 $97 $79 $98 $110 Revenue 8.0x CY2023E AV / Citi Citi 8/5/2022 Neutral 20.00 AV / Revenue $334 $394 $484 83% 78% 78% $52 $63 $79 $84 $98 $126 Revenue 8.0x CY2023E AV / UBS UBS 8/4/2022 Neutral 19.00 AV / Revenue $333 $407 $475 87% 87% 88% $60 $75 $89 $82 $95 $109 Revenue Mean $23.36 $334 $415 $499 87% 85% 85% $53 $66 $91 $81 $104 $123 Median $24.00 $334 $415 $502 87% 86% 87% $53 $65 $92 $81 $105 $121 Post earnings, median CY22 revenue estimates increased from $332; CY23 estimates Notes 1. Latest available broker estimates, excludes Berenberg due to price target as of 2/17/2022 decreased from $417 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 27


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WACC Calculation Predicted Beta (1)(2) Orange WACC Analysis (1) 1.6 WACC Calculation 1.5 Low Base High 1.4 Market Risk Premium 6.0% 6.0% 6.0% 1.3 Barra Predicted Beta (2) 1.49 1.49 1.49 1.2 Risk Free Rate 10 Year Spot as of 09/12/22 3.4% 3.4% 3.4% 1.1 Sensitivity Adjustment (1.0%) 0.0% 1.0% 1 Cost of Equity 11.3% 12.3% 13.3% 21 21 21 21 21 22 22 22 22    Apr Jun Aug Oct Dec Feb Apr Jun Sep Equity / Total Capitalization 100.0% 100.0% 100.0% Pre Tax Cost of Debt Tax Rate 25% 25% 25% After Tax Cost of Debt Total Debt / Total Capitalization WACC 11.3% 12.3% 13.3% Notes 1. Market data as of 9/12/2022 2. Barra Beta per Capital IQ as of 9/12/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 28


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Orange Capitalization Summary and Aggregate Value Build $MM, Except Where Noted (1)(2)(3) Current Spot Current Share Price ($) $19.41 Basic Total Shares Outstanding (#MM) 175.7 Shares Weighted Avg Diluted Shares Outstanding Dilutive Instruments (#MM) Strike Price ($) (#MM) RSUs Outstanding 2.79 0.00 2.79 Options Outstanding 8.04 $3.25 6.69 Total 9.48 Debt Amount Total Debt Fully Diluted Shares Outstanding (#MM) 185.2 Fully Diluted Equity Value $3,594 (+) Debt Principal ( ) Cash ($315) Fully Diluted Aggregate Value $3,279 Notes 1. Market data as of 9/12/2022 2. Debt balance, options, and RSUs as of 6/30/2022 3. Assumes $315MM Cash and 175.7MM basic shares outstanding as of 6/30/2022 per 10Q PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT REFERENCE MATERIALS 29


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Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distr bute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. The purpose of this document is to provide the recipient with a preliminary valuation for discussion purposes in connection with a potential transaction. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 30

Exhibit (c)(vi)

 

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CONFIDENTIAL Funding Requirements Considerations Project Orange September 2022


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CONFIDENTIAL Illustrative Equity Rollover Impact on Equity Check Required by Sponsor (1)(2) Emerald sells 20M and rolls rest, Illustrative Low, Mid and High Equity Rollover Assumptions 100% sell and $200M investment from Khaki, 50% roll from Lars, ILLUSTRATIVE EXAMPLES ONLY Stu, 100% roll from Violet (3) (3) Low Mid High Value at Percent Amount Percent Amount Percent Amount Investor Shares $25.00 Rolled Rolled Rolled Rolled Rolled Rolled Emerald 37,070 $927 0% $0 46% $427 100% $927 Khaki 26,116 $653 0% $0 31% $200 100% $653 Stu 4,638 $116 50% $58 50% $58 100% $116 Lars 836 $21 0% $0 50% $10 100% $21 Subtotal 68,660 $1,717 3% $58 40% $695 100% $1,717 Subtotal Rolled as % Total FD Equity 1% 15% 37% Violet 16,433 $411 100% $411 100% $411 100% $411 Total 85,093 $2,127 22% $469 52% $1,106 100% $2,127 Rolled as % Total FD Equity 10% 24% 46% Notes 1. In calculating the amount of value that can be rolled over by each individual investor we are only including vested RSUs for Stu and Lars 2. Market Data from CapitalIQ and Estimates from Thomson as of 9/12/22 3. Mid case: Khaki potentially selling 100% of their shares but investing $200MM from a different fund, 31% effective roll; High case: Khaki potentially selling 100% of their shares and reinvesting full value of $653 from a different fund, 100% effective roll 2


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CONFIDENTIAL Preliminary Valuation Matrix Street Case Management Case Sponsor Equity Check Size Premium / (Discount) To Fully Diluted Agg. Value AV / Revenue P / FCF AV / Revenue P / FCF Rollover Price Current 30-Day Avg. 52 Wk. High Equity Val. (AV) CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E Low Mid High Metric $19.41 $19.37 $27.40 $3,594 $3,279 $334 $415 $82 $105 $336 $440 $92 $107 Growth Rate / Margin 35% 25% 25% 25% 36% 31% 28% 24% $19.41 0.0% 0.2% (29.2%) $3,594 $3,279 9.8x 7.9x 43.7x 34.3x 9.8x 7.4x 38.9x 33.5x $1,821 $1,327 $536 $20.00 3.0% 3.2% (27.0%) $3,704 $3,389 10.2x 8.2x 45.1x 35.4x 10.1x 7.7x 40.1x 34.5x $1,920 $1,411 $595 $21.00 8.2% 8.4% (23.4%) $3,891 $3,575 10.7x 8.6x 47.3x 37.1x 10.7x 8.1x 42.1x 36.2x $2,088 $1,552 $694 $22.00 13.3% 13.6% (19.7%) $4,077 $3,762 11.3x 9.1x 49.6x 38.9x 11.2x 8.5x 44.1x 37.9x $2,255 $1,695 $797 $23.00 18.5% 18.7% (16.1%) $4,264 $3,948 11.8x 9.5x 51.9x 40.7x 11.8x 9.0x 46.2x 39.7x $2,423 $1,837 $897 $24.00 23.6% 23.9% (12.4%) $4,451 $4,135 12.4x 10.0x 54.2x 42.5x 12.3x 9.4x 48.2x 41.4x $2,591 $1,979 $999 $25.00 28.8% 29.0% (8.8%) $4,637 $4,322 13.0x 10.4x 56.4x 44.3x 12.9x 9.8x 50.2x 43.2x $2,758 $2,121 $1,100 $26.00 34.0% 34.2% (5.1%) $4,824 $4,508 13.5x 10.9x 58.7x 46.0x 13.4x 10.2x 52.2x 44.9x $2,926 $2,263 $1,201 $27.00 39.1% 39.4% (1.5%) $5,010 $4,695 14.1x 11.3x 61.0x 47.8x 14.0x 10.7x 54.2x 46.6x $3,094 $2,406 $1,303 $28.00 44.3% 44.5% 2.2% $5,197 $4,881 14.6x 11.8x 63.2x 49.6x 14.5x 11.1x 56.3x 48.4x $3,261 $2,547 $1,403 $29.00 49.4% 49.7% 5.8% $5,383 $5,068 15.2x 12.2x 65.5x 51.4x 15.1x 11.5x 58.3x 50.1x $3,429 $2,690 $1,506 Notes 1. Market Data from CapitalIQ and Estimates from Thomson as of 9/12/22; Net Cash balance of $315 as of 6/30/2022 2. Management case based on forecast provided by Management on 8/12/2022 3. Low Rollover assumes 0% roll from Emerald, Khaki, Lars; 100% roll from Violet; 50% roll from Stu; Mid Rollover assumes Emerald sells 20M shares and rolls rest, 100% sell and $200M investment from Khaki, 50% roll from Lars, Stu, 100% roll from Violet; High Rollover assumes 100% roll from Emerald, Lars, Violet, Stu and 100% investment from Khaki 4. In calculating the amount of value that can be rolled over by each individual investor we are only including vested RSUs for Stu and Lars 3


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CONFIDENTIAL Illustrative Sources and Uses and Pro Forma Capital Structure Mid Equity Rollover Assumed New Sponsor Equity Sensitivity Based on Rollover Equity Transaction Sources and Uses $MM Sources ($MM) ($MM) Purchase Price $21.00 $23.00 $25.00 $27.00 $29.00 Excess Cash $310 Premium to Current 8.2% 18.5% 28.8% 39.1% 49.4% Orange Shareholder Rollover $1,106—(x 0% $2,136 $2,476 $2,816 $3,157 $3,497 Debt Raise $1,200 20% $1,848 $2,160 $2,473 $2,786 $3,099 Sponsor Equity $2,121 Rollover Total Sources $4,737 30% $1,704 $2,003 $2,302 $2,601 $2,899 40% $1,552 $1,837 $2,121 $2,406 $2,690 Uses ($MM) ($MM) Violet) Shareholder 50% $1,415 $1,687 $1,958 $2,230 $2,501 Equity Purchase Price $4,637 Transaction Expenses $100 60% $1,271 $1,529 $1,787 $2,044 $2,302 Total Uses $4,737 Aggregate 100% $694 $897 $1,100 $1,303 $1,506 Emerald sells 20M and rolls rest, 100% sell and $200M investment Pro Forma Capital Structure from Khaki, 50% roll from Lars, Stu, 100% roll from Violet $MM Orange Transaction Adjustments Pro Forma Balance Sheet Adjustments Cash $360 ($310) $50 Existing Debt — -New Transaction Debt—$1,200 $1,200 Total Debt $0 $1,200 Net Debt ($360) $1,150 Credit Stats Debt / CY22 EBITDA — 24.4x Debt / CY22 ARR — 3.2x Notes 3. Assumes Orange has $360MM of cash on the balance sheet as of 12/31/2022 and has a min cash level of $50MM 1. Assumes transaction close on 12/31/2022 at $25.00 per share 4. In calculating the amount of value that can be rolled over by each individual investor we are only including vested RSUs for Stu and Lars 2. Market Data from CapitalIQ and Estimates from Thomson as of 9/12/22 5. Khaki potentially selling 100% of their shares but investing $200MM from a different fund 4


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CONFIDENTIAL Shareholder Voting Analysis Adjusted % Total Voting Class A Class B Total Basic % Total Basic Total Diluted % Total of Class B Aggregate Affiliated Voting Power Power of Shareholder Common Common Shares Shares Class A RSUs Shares Aggregate Options Voting Power Shares of Unaffiliated Unaffiliated Stock Stock Outstanding Outstanding Outstanding Voting Power Shares Shares Emerald—37.1 37.1 21% — 37.1 370.7 36% (37.1) —% Khaki—26.1 26.1 15% — 26.1 261.2 25% (26.1) —% Violet 1.9 14.6 16.4 9% — 16.4 147.5 14% (16.4) —% Goldman Sachs — 0.0 0% — — 0% — -% Kevin Mitnick 2.5 4.9 7.4 4% — 7.4 51.5 5%—51.5 24.7% Stu Sjouwerman 0.1 4.4 4.5 3%—0.2 4.6 44.0 4% (4.6) —% Krish Venkataraman 0.2—0.2 0% 1.6 0.4 2.2 16.7 2%—16.7 8.0% Lars Letonoff 0.6—0.6 0%—0.2 0.8 0.8 0% (0.8) —% Kevin Klausmeyer — 0.0 0% 0.4—0.4 4.1 0%—4.1 2.0% Gerhard Watzinger — 0.0 0% 0.7—0.7 7.0 1%—7.0 3.3% Kara Wilson — 0.0 0% 0.7—0.7 7.0 1%—7.0 3.3% Invesco Ltd. 4.9—4.9 3% — 4.9 4.9 0%—4.9 2.4% FMR LLC 4.9—4.9 3% — 4.9 4.9 0%—4.9 2.3% BlackRock Institutional Trust Company NA 4.7—4.7 3% — 4.7 4.7 0%—4.7 2.3% Eventide Asset Management, LLC 4.2—4.2 2% — 4.2 4.2 0%—4.2 2.0% The Vanguard Group 3.4—3.4 2% — 3.4 3.4 0%—3.4 1.6% Voya Financial, Inc. 5.7—5.7 3% — 5.7 5.7 1%—5.7 2.8% Principal Global Investors, LLC 2.0—2.0 1% — 2.0 2.0 0%—2.0 0.9% Whale Rock Capital Management 1.4—1.4 1% — 1.4 1.4 0%—1.4 0.7% Jennison Associates LLC 1.2—1.2 1% — 1.2 1.2 0%—1.2 0.6% Ashford Capital Management, Inc. 1.3—1.3 1% — 1.3 1.3 0%—1.3 0.6% First Trust Advisors LP 2.3—2.3 1% — 2.3 2.3 0%—2.3 1.1% Summit Partners Public Asset Management LLC 1.3—1.3 1% — 1.3 1.3 0%—1.3 0.6% ArrowMark 3.2—3.2 2% — 3.2 3.2 0%—3.2 1.5% ETF Managers Group 0.6—0.6 0% — 0.6 0.6 0%—0.6 0.3% Legacy Marlin Holdings—1.2 1.2 1% — 1.2 12.5 1%—12.5 6.0% RadWit Inc—1.2 1.2 1% — 1.2 11.9 1%—11.9 5.7% March Capital 1.0—1.0 1% — 1.0 1.0 0%—1.0 0.5% Sanabil Private Equity Investments Company—0.8 0.8 0% — 0.8 8.3 1%—8.3 4.0% Schonfeld Strategic Advisors LLC 0.3—0.3 0% — 0.3 0.3 0%—0.3 0.1% Renaissance Technologies LLC 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Trojan Investments LLC—0.2 0.2 0% — 0.2 2.5 0%—2.5 1.2% Rohan Puri 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Santhosh Purathepparambil 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Siramkumar Venkataraman 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Thomas Fiori 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Daniel Lorch 0.0—0.0 0% — 0.0 0.0 0%—0.0 0.0% David Rodgers 0.0 0.0 0.0 0% — 0.0 0.4 0%—0.4 0.2% Other Common Shareholders 36.7 0.1 36.9 21% 0.5 0.0 37.4 43.5 4%—43.5 20.9% Totals 85.3 90.7 176.0 100% 3.9 0.8 180.8 1,032.6 100% (85.1) 208.5 100.0% Notes: 1. The analysis as to which shareholders are affiliated with the transaction is ongoing Potentially Affiliated With Transaction 2. Shares of Class A Common Stock are entitled to one vote per share and the shares of Class B Common Stock are entitled to ten votes per share 3. Assumes all RSUs are Class A and all Options are Class B; options are settled in full (i.e. not net share settled) 4. Share counts provided by management on 9/15/2022; Options and RSUs provided by Potter on 9/14/2022 5


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CONFIDENTIAL Cap Table Sources • Individual Common Stock Balances are from 2.1.1 Cap Table—8.31.2022.xlsx downloaded from the VDR on 9/15/2022 • Option and RSU Balances are from Equity Holdings—8.31.22—share price.xlsx provided by Potter on 9/14/22 • Total common shares adjusted to reflect GS conversion of ~9.2MM Class B shares to Class A prior to donating to GS Gives 6


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CONFIDENTIAL Orange Capitalization Summary and Aggregate Value Build $MM, Except Where Noted (1)(2)(3) Current Spot Illustrative Purchase Price Current Share Price ($) $19.41 $25.00 Basic Total Shares Outstanding (#MM) 175.7 175.7 Shares Weighted Avg Diluted Shares Outstanding Diluted Shares Outstanding Dilutive Instruments (#MM) Strike Price ($) (#MM) (#MM) RSUs Outstanding 2.79 0.00 2.79 2.79 Options Outstanding 8.04 $3.25 6.69 7.00 Total 9.48 9.78 Debt Amount Amount Total Debt — Fully Diluted Shares Outstanding (#MM) 185.2 185.5 Fully Diluted Equity Value $3,594 $4,637 (+) Debt Principal —(-) Cash ($315) ($315) Fully Diluted Aggregate Value $3,279 $4,322 Notes: 1. Market data as of 9/12/2022 2. Debt balance, basic total shares outstanding, options, and RSUs as of 6/30/2022 3. Assumes $315MM Cash and 175.7MM basic shares outstanding as of 6/30/2022 per 10Q 7


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CONFIDENTIAL Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. 8

Exhibit (c)(vii)

 

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Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Update Project Orange September 2912022 . CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. PRELIMINARY AND CONFIDENTIAL DRAFT


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Morgan Stanley Process Update • Merger agreement sent to Violet on Sunday, 9/25 • Receipt of $24.60 per share revised proposal by Violet on Wednesday, 9/28 Requires at least $675MM rollover from [***] • [***]update:Approval for VOR access Monday, 9/19, and draft NOA received Wednesday, 9/21Went to Investment Committee on Monday, 9/26 • Targeting signing over the weekend of 10/8 with announcement pre market open on Monday, 10/1 0 • No other parties, apart from Violet, actively involved in process at this point: No previously contacted parties have shown renewed interest since the 130 filing 130 filing has not prompted outreach to Morgan Stanley by new parties interested in participating in the process PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 2


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Morgan Stanley Key Topics • Violet feedback – price, financing – Our response • Merger agreement • Voting agreements from KKR and Elephant • KKR “rollover” • Kevin Mitnick shares/voting/rollover • Diligence focus areas – Q3 results; designing new equity incentive programs; channel partners • Overall timing PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 3


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Morgan Stanley Bidder Outreach Progress Detail j Company Connected Earnings Pack NDA Signed MP Scheduled Meeting Held Responding to High Priority Diligence Received Initial Bid ✓ ✓ ✓ ✓ ✓ ✓ ✓ [***] ✓ ✓ ✓ ✓ ✓ [***] ✓ ✓ ✓ ✓ ✓ Strategics [***] ✓ No Interest [***] ✓ ✓ ✓ ✓ ✓ ✓ XX ✓ ✓ ✓ ✓ ✓ X [***] ✓ ✓ X [***] ✓ X [***] ✓ X [***] ✓ ✓ ✓ ✓ ✓ X [****] ✓ ✓ ✓ ✓ ✓ X [***] ✓ XX [***] ✓ ✓ ✓ ✓ ✓ ✓ XX £***] ✓ ✓ X [***] ✓ X [***] ✓ ✓ ✓ ✓ X ✓ ✓ ✓ ✓ ✓ X PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 4


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Morgan Calender Process Calendar Sepotember October Sun Mon Tues Wed Thurs Fri Sat Sun Mon Tues Wed Thurs Fri Sat 4 5 6 7 8 9 10 2 3 4 5 6 7 8 Labor Day [***] Management Model DD > [***] ARR DD • [***] GTM DD . [***] Tax DD . [***] r***j Management |***j P&T DD |***j P&T Diligence • [***] Potential Signing Weekend 11 12 13 14 15 16 17 9 10 11 12 13 14 15 Regional P&T Follow P&T Follow [***] Initial Potential Announcement Date Tax DD • [***] Up • |***] Up • r***j Bid @ $24/share d the direction Committee, Mo spoke with | ** ] about the roll and commo feedback of the Special 18 1; r***]i3D J and | r interest in a | nicated their o [***] 22 23 24 16 17 18 19 20 21 22 and Orange press release are filed with Initial Bid Model DD • |***] G&A and Systems DD • |***j Q3 Financial Update • |***j Labor and Legal DD • [***] 25 26 27 28 29 30 1 23 24 25 26 27 28 29 Merger Agreement Sent to r***j Counsel r***j Updated Bid @ $24.60 /share Oct PROJECT ORANGE 5


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Morgan Stanley Orange Recent Share Price History Key Share Price Information Unaffected Price Average Since Q2 Earnings (Unaffected) 30 day Average (Unaffected) $17.30 $19.11 $19.10 Market Data as of 9/27/2022 Proxy for Orange Unaffected calculated assuming Orange would trade in line with WCLD Cloud Software Index Average Since Q2 Earnings and 30 day Average as of unaffected share price of 9/16/2022 PROJECT ORANGE 6


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Morgan Stanley Comparable Company Performance Since Initial Bid Date Sept. 16, 2022 to Sept. 27, 2022 AV I CY2023E Revenue Multiples Indexed Stock Price Chart Initial Bid Date vs. Current (Indexed to 100) 9/16/2022 9/27/2022 130 6.9x High Growth SoftWare Atlassian 15.4x 13.6x (1.8x) zoominto 12.8x 12.3x (0.5x) Sprout Social 10.7x 9.9x (0.9x) Asana 7.0x 6.2x (O.Sx) Hubspot 6.6x 6.2x (0.4x) Jamf 5.5x 5.5x O.Ox 120 PagerOuty 4.9x 5.0x O.Ox Smartsheet 4.8x 4.2x (0.6x) OocuSign 4.3x 4.0x (0.3x) Htgh Growth Security Zscaler 14.5x 14.0x (0.5x) Crowdstrike 13.2x 12.5x (0.7x) Tenable 5.5x 5.1x (0.4x) Okta 4.2x 3.8x (0.4x) 110 Qualys 9.5x 9.0x (0.5x) Rapid7 4.5x 4.1x (0.4x) 100 (5%) (6%l (6% (7%) 90 16 Sep 17 Sep 18 Sep 19 Sep 20 Sep 21 Sep 22 Sep 23 Sep 24 Sep 25 Sep 26 Sep 27 Sep orange High Growth Software High Growth Security s&P 500 Nasdaq Source: Capital IQ Notes 1. Market Data as of 9127/2022 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 7


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Morgan Stanley Illustrative Valuation Matrix $MM other than per share data, unless otherwise noted Street Case Management Case Premium / (Discount) To Fully Diluted Agg. Value AV / Revenue P / FCF AV / Revenue P / FCF Price Unaffected 30 Day Avg. 52 Wk. High EV (Bn) (Bn) CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E Metric $17.30 $19.10 $27.40 $3.2 $2.9 $334 $416 $80 $104 $336 $440 $92 $107 Growth Rate / Margin 36% 25% 24% 25% 36% 31% 28% 24% Unaffected $17.30 0% (9%) (37%) $3.2 $2.9 8.6x 6.9x 40.1x 30.7x 8.6x 6.6x 34.7x 29.8x Violet IOI $24.00 39% 26% (12%) $4.5 $4.1 12.4x 9.9x 55.8x 42.6x 12.3x 9.4x 48.2x 41.4x Violet Revised $24.60 42% 29% (10%) $4.6 $4.2 12.7x 10.2x 57.2x 43.7x 12.7x 9.6x 49.4x 42.5x IOI 1 $25.00 45% 31% (9%) $4.6 $4.3 12.9x 10.4x 58.1x 44.4x 12.9x 9.8x 50.2x 43.2x $25.25 46% 32% (8%) $4.7 $4.4 13.1x 10.5x 58.7x 44.9x 13.0x 9.9x 50.7x 43.6x $25.50 47% 34% (7%) $4.7 $4.4 13.2x 10.6x 59.3x 45.3x 13.2x 10.0x 51.2x 44.0x $25.75 49% 35% (6%) $4.8 $4.5 13.4x 10.7x 59.9x 45.8x 13.3x 10.1x 51.7x 44.5x (4) $26.00 50% 36% (5%) $4.8 $4.5 13.5x 10.8x 60.5x 46.2x 13.4x 10.2x 52.2x 44.9x $26.25 52% 37% (4%) $4.9 $4.6 13.6x 11.0x 61.0x 46.7x 13.6x 10.3x 52.7x 45.3x Orange Counter $26.50 53% 39% (3%) (4) $4.9 $4.6 13.8x 11.1x 61.6x 47.1x 13.7x 10.4x 53.2x 45.8x Proposal 1 Source: CapIQ, Thomson Consensus Notes 1. Market data and consensus estimates as of 9/27/2022 2. FCF defined as operating cash flow less capital expenditures PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 8


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Morgan Stanley APPENDIX Supplemental Information PRELIMINARY AND CONFIDENTIAL DRAFT 9


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Morgan Stanley Violet Bidding History [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 10


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Morgan Stanley Illustrative Equity Rollover Impact on Equity Check Required by Sponsor ( “E;“e d ;eiis 2oM’ a ;;d7ol r’;sC ‘ 1 2 Illustrative Low, Mid and High Equity Rollover Assumptions ! Hl 1 100% sell and $200M investment I 1 from Khaki, 50% roll from Lars, I : TCiifsTR.ArivE EXAMfiCes o iL.v : ‘ JtO !o ll !rO T o !;t I [ 3 3) Low Mid ( ) High( Value a Percent Amount Percent Amount Percent Amount Investor Shares $24.60 Rolled Rolled Rolled Rolled Rolled Rolled Emerald 37,070 $912 0% $0 46% $420 100% $912 Khaki 26,116 $642 0% $0 31% $200 100% $642 Stu 4,638 $114 50% $57 50% $57 100% $11 4 Lars 836 $21 0% $0 50% $10 100% $21 Subtotal 68,660 $1,689 3% $57 41% r $s 87 • 100% $1,689 Subtotal Rolled as o/o Total FD Equity 1% 15% 37% Violet 16,433 $404 100% $404 100% $404 100% $404 Total 85,093 $2,093 22% $461 52% 1 $1:092 1 100% $2,093 Rolled as o/o Total FD Equity 10% 24% 46% Notes 1. In calculating ltle amount of value ltlat can be rolled over t:l’f each individual investor we are only incltuling vested RSUs for Stu and Lars 2. Mar:ket Data from CapitaiiQ and Estimates from Thomson as of 9/27122 3. Mid case: Khaki potentially selling 100% of ltleir shares but investing $200MM from a different fund, 31% effective roll; High case: Khaki potentially selling 100% of their Shares an<l reinvesting full value of $642 from a different fund, 100% effec ive roll 11 11


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Morgan Stanley Illustrative Sources and Uses and Pro Forma Capital Structure Mid Equity Rollover Assumed; Assumes Share Price of $24.60 New Sponsor Equity Sensitivity Based on Rollover Equity Transaction Sources and Uses $MM Sources {$MM) {$MM) Purchase Price $24.00 $24.60 $25.00 $25.50 $26.00 $26.50 Excess Cash $310 Premium to Unaffected Share Price ($17.30) 38.7% 53.2% Orange Shareholder Rollover r $1 .oe2 1 $2,746 $2,848 $2,916 $3,002 $3,087 $3,172 Debt Raise ${1oo Sponsor Equity r $2.161 1 $2,417 $2,511 $2,573 $2,651 $2,730 $2,808 Total Sources $( 662 $2,252 $2,342 $2,402 $2,476 $2,551 $2,626 ,.$ ; ; ; , $2,161 Uses {$MM) {$MM) $2,218 $2,289 $2,360 $2,431 1 Equity Purchase Price $4,562 $1 ,922 $2,004 $2,058 $2,126 $2,194 $2,262 Transaction Expenses $100 Total Uses $4,662 $1,758 $1,835 $1,887 $1 ,951 $2,015 $2,080 $1,099 $1,159 $1,200 $1 ,251 $1,301 $1,352 ( E ;n; ald s’;lls 20M ‘;ind’rOiis’7est, woo/. s ell and \ Pro Forma Capital Structure $200M investment from Khaki, 50% roll from Lars, I 1 ‘ .§’t!!: $MM “!,gO~~ll !,ro,!!l ~o~t I Orange Transaction Adjustments Pro Forma Balance Sheet Adjustments Cash $360 ($310) $50 Existing Debt New Transaction Debt $1,100 $1,100 Total Debt $0 $1 ,100 Net Debt ($360) $1,050 Credit Stats Debt I CY22 EBITDA 22.4x Debt I CY22 ARR 2.9x Notes 3. Assumes Orange has $360MM of cash on the balance sheet as of 12/31/2022 and has a min cash level of $50MM 1. Assumes transaction close on 12/3112022 at $24.60 per Share 4. In calculating the amount of value that can be rolle<l over by each indiVidual investor we are only induding veste<l RSUs for Stu and Lars 2. Market Data from GapitaiiQ and Estimates from Thomson as of 9127122 5. Khal<i potentially selling 100% of their shares but investing $200MM from a different fund 12 12


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