EXA Exa Corp. (MM)

Employment Arrangements with Executive Officers

        Exa has employment agreements with certain of its executive officers, which address, among other things, each executive officer's duties and responsibilities and specify the amounts payable to those executive officers in connection with certain termination or change in control events. Exa's agreement with each of Messrs. Remondi, Gilbody, Chen, Dube, Sundaram and Roux provides that if, within two years after a Change in Control (as defined in the employee agreements), the employment of the executive officer with Exa is terminated, either by the executive officer for Good Reason or involuntarily by Exa without Cause (each as defined in the employee agreements), Exa will pay him a single lump sum amount equal to twelve months of his base salary and the target bonus or commissions for which he is eligible, plus, in the event that he elects COBRA continuation coverage (or, in the case of Mr. Roux, the local equivalent of U.S. COBRA continuation coverage), payment of his COBRA premiums (or local equivalent premiums) on the same cost-sharing basis as during employment. Under the terms of the agreements, the vesting of all time-based equity incentives would, if not accelerated pursuant to the terms of the Merger Agreement, accelerate in full upon the affected individual's termination by Exa without Cause or by him for Good Reason. Under the employment agreements with Messrs. Remondi and Gilbody, the occurrence of a Change in Control would constitute "Good Reason." Exa's agreement with Mr. Hoch provides for a minimum guaranteed one-year severance package if his employment is terminated for any reason other than by Exa for cause or voluntarily by Mr. Hoch.

        The descriptions above are qualified in their entirety by reference to the Employment Agreements between Exa and each of Messrs. Remondi, Gilbody, Chen, Dube and Sundaram, the Work Agreement between Exa and Mr. Roux and the Letter Agreement between Exa and Mr. Hoch, which are filed as Exhibits (e)(18) through (e)(25) to this Schedule 14D-9 and are incorporated herein by reference.

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        For more information regarding employment and compensation arrangements between Exa and its executive officers, reference is made to pages 24-29 of the 2017 Proxy Statement (under the heading "Executive Compensation"), which is filed as Exhibit (e)(6) to this Schedule 14D-9, incorporated herein by reference and qualifies the foregoing in its entirety. Specific reference is also made to pages 28 and 29 of the 2017 Proxy Statement (under the heading "Information About Our Board of Directors and Management—Executive Compensation—Potential Payments Upon Termination or Change-in-Control") for a discussion of the compensation and benefits provided to each "named executive officer" following certain terminations of employment after a change of control of Exa.

Non-Employee Director Compensation

        For a description of the compensation earned by Exa's non-employee directors, reference is made to pages 19-20 of the 2017 Proxy Statement (under the heading "Information About Our Board of Directors and Management—Director Compensation"), which is filed as Exhibit (e)(8) to this Schedule 14D-9, incorporated herein by reference and qualifies the foregoing in its entirety. None of Exa's non-employee directors will have any role with the Surviving Company following the consummation of the Transaction.

Continuing Employees

        Pursuant to the Merger Agreement, the officers of Purchaser immediately prior to the Effective Time, from and after the Effective Time, will be the initial officers of the Surviving Company, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Company until their respective successors are duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Company.

        The Merger Agreement also provides that, for the 12-month period following the Effective Time, Parent will, or will cause the Surviving Company and its subsidiaries to provide each employee of Exa or any of its subsidiaries, in each case as of the Effective Time (each, a " Continuing Employee "), with a base salary, commissions and annual bonus that are substantially comparable, in the aggregate, to those provided to such Continuing Employee as of immediately prior to the Effective Time and other employee benefits (excluding equity-based compensation) that are substantially comparable, in the aggregate, to those provided to such Continuing Employees immediately prior to the Effective Time or similarly situated employees of Parent or any of its affiliates as of immediately prior to the Effective Time.

        In addition, pursuant to the Merger Agreement, Continuing Employees will receive credit (unless such credit would result in the duplication of any benefit or the funding of any such benefit) for vesting and eligibility purposes under any employee benefit plan, program or arrangement established or maintained by Parent (but not for purposes of benefit accruals under a defined benefit pension plan), the Surviving Company or any of their respective subsidiaries under which each Continuing Employee may be eligible to participate on or after the Effective Time to the same extent recognized by Exa or any of its subsidiaries under a comparable plan immediately prior to the Effective Time. Such plan, program or arrangement will credit each Continuing Employee for service accrued or deemed accrued on or prior to the Effective Time with Exa, any of its subsidiaries and all Affiliates (as defined in the Merger Agreement) where service with the Affiliate was credited under a comparable plan of Exa prior to the Effective Time.

Director and Officer Indemnification and Insurance

        Section 102(b)(7) of the DGCL allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary

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duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware law, or engaged in a transaction from which the director derived an improper personal benefit. Exa has included in its Amended and Restated Certificate of Incorporation, as amended and in effect as of the date of the Merger Agreement (the " Charter "), a provision to limit or eliminate the personal liability of its directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended.

        Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he or she is or is threatened to be made a party (other than an action by or in the right of the corporation) by reason of the fact that he or she holds any of such positions, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful. Exa has included in its Amended and Restated By-laws, as in effect as of the date of the Merger Agreement (the " By-laws "), provisions that require Exa to provide the foregoing indemnification to directors and officers to the fullest extent permitted under Delaware law. In addition, Exa will advance expenses incurred by a director or officer in connection with any such proceeding upon a receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by Exa.

        Pursuant to the Merger Agreement, from and after the Effective Time, the Surviving Company and its subsidiaries will, and Parent will cause the Surviving Company to, to the fullest extent permitted under the DGCL, honor and fulfill in all respects the obligations of Exa and its subsidiaries under any indemnification agreements between Exa and its subsidiaries and any of their respective present or former directors and officers (collectively, the " Indemnified Parties "). In addition, the certificate of incorporation and by-laws of the Surviving Company will contain provisions no less favorable with respect to exculpation and indemnification than are set forth in Exa's Charter and By-laws, which provisions will not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect in any material respect the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of Exa or any of its subsidiaries.

        For a period of six years after the Effective Time, the Surviving Company will, to the fullest extent permitted under applicable law, indemnify and hold harmless each Indemnified Party against all costs and expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Action (as defined in the Merger Agreement) (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or relating to any action or omission in their capacity as a director or officer of the Company or any of its subsidiaries, occurring on or before the Effective Time. To the fullest extent permitted by law, the Surviving Company will pay all expenses of each Indemnified Party in advance of the final disposition of any such Action, subject to receipt of an undertaking to repay such advances if it is ultimately determined in accordance with applicable law that such Indemnified Party is not entitled to indemnification.

        Furthermore, pursuant to the terms of the Merger Agreement, for a period of six years after the Effective Time, Parent will cause the Surviving Company to maintain in effect a directors' and officers' liability insurance policy covering those persons who are currently covered by Exa's directors' and officers' liability insurance policy with coverage in amount and scope at least as favorable, in the aggregate, to such persons as the coverage under Exa's existing directors' and officers' liability

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insurance policy, but Parent and the Surviving Company will not be required to expend more than an amount per year equal to 250% of the annual premium currently paid by Exa for such coverage. If the annual premium of such insurance coverage exceeds such amount, Parent will cause the Surviving Company to obtain a policy with the greatest coverage available for a cost not exceeding such amount. At Parent's option, Parent may instead purchase prior to the Effective Time a six-year prepaid "tail policy" covering those persons who are currently covered by Exa's directors' and officers' liability insurance policy. If a prepaid policy has been obtained prior to the Effective Time, the Surviving Company will, and Parent will cause the Surviving Company to, maintain such policy in full force and effect for its full term, and continue to honor the obligations thereunder.

         The foregoing summary of the indemnification of directors and officers and directors' and officers' insurance does not purport to be complete and is qualified in its entirety by reference to the Charter, the By-laws and the Merger Agreement, which are filed as Exhibits (e)(4) (including (e)(5)), (e)(6) (including (e)(7)) and (e)(1) to this Schedule 14D-9, respectively, and, in each case, is incorporated herein by reference.

Section 16 Matters

        Pursuant to the Merger Agreement, prior to the Acceptance Time (as defined in the Merger Agreement), the Board or an appropriate committee of non-employee directors will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of Exa pursuant to the Merger Agreement by any individual who is or will be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), will be an exempt transaction under Rule 16b-3 promulgated thereunder to the extent permitted by applicable law.

Rule 14d-10(d) Matters

        Prior to the date of the Merger Agreement, the compensation committee of the Board took all steps as may have been required to cause any and all employment compensation, severance and employee benefit agreements and arrangements entered into by Exa or any of its subsidiaries or contemplated by the Merger Agreement with any of their respective officers, directors or employees to be approved as an "employment compensation, severance or other employee benefit arrangement" within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Item 4.    The Solicitation or Recommendation

Recommendation of the Board

        At a meeting duly called and held on September 27, 2017, after careful consideration and in consultation with the Company's financial and legal advisors, the Board unanimously (i) determined that the Merger Agreement and the Transaction are fair to and in the best interests of the Company and its stockholders, (ii) declared advisable the Merger Agreement and the Transaction, including the Offer and the Merger, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transaction, (iv) resolved that the Merger will be effected under Section 251(h) of the DGCL and (v) subject to the other terms and conditions of the Merger Agreement, resolved to recommend that the holders of Shares accept the Offer and tender their Shares to Purchaser in the Offer.

         Accordingly, and for other reasons described in more detail below, the Board unanimously recommends that all holders of Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

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        A copy of the press release, dated September 28, 2017, issued by Exa announcing the Offer is included as Exhibit (a)(1)(F) hereto.

Background of the Offer and the Merger; Reasons for Recommendation

Background of the Offer and the Merger

        The following chronology sets forth a summary of the material events leading up to the execution of the Merger Agreement. The following does not purport to catalogue every conversation or meeting among representatives of Dassault Systèmes and the Company.

        The Board and members of the Company's senior management periodically review and assess the Company's operations, financial performance and competitive position, as well as industry trends and potential strategic alternatives in order to enhance stockholder value, including, among other things, business combinations, acquisitions, and share repurchases.

        In early September 2014, representatives of a private equity fund (referred to herein as " Party A ") had a telephone call with Mr. Jack Shields, the Chairman of the Board, and Mr. Remondi during which Party A expressed an interest in acquiring the Company in a "going-private" transaction. Messrs. Shields and Remondi indicated to the representatives of Party A that the Company was not for sale and that, if Party A had a strong interest in acquiring the Company, it should make a formal proposal in writing so that the Board could evaluate it. No material terms or specific transactions were discussed during the call.

        Later that same month, a significant stockholder of the Company at the time (referred to herein as " Stockholder A ") met with Messrs. Shields and Remondi. During the meeting, Stockholder A stated that the Company should initiate a sale process because the Company was undervalued and requested material non-public information about the Company's strategy and plans. Mr. Remondi informed Stockholder A that the Company could not make available material non-public information without entering into a confidentiality agreement.

        On September 22, 2014, the Company received a written acquisition proposal from Party A to purchase the Company for cash in the amount of $14.50 per Share.

        On September 24, 2014, Stockholder A sent a letter to the Board, stating its belief that the Company should pursue a sale of itself and that there were likely multiple large simulation and related software companies that would be interested in acquiring it. In its letter Stockholder A provided its valuation analysis of the Company, which estimated that the Company's value was between $16.00 and $20.00 per Share in the context of an acquisition by a third-party purchaser.

        On September 26, 2014, the Board met and discussed Party A's proposal to purchase the Company for $14.50 per Share. After discussing Party A's offer, the Board determined that such offer was not likely to be attractive to the Company's stockholders and authorized Mr. Remondi to inform Party A that Party A's offer undervalued the Company. During the meeting, the Board also discussed whether it was an appropriate time for the Company to explore a possible sale or whether the Company could create greater value for stockholders by remaining independent and continuing to execute its strategic plan. The Board agreed that it would be advisable to undertake an analysis of the Company's potential value as an independent company and its strategic alternatives.

        In addition, the Board discussed at its September 26, 2014 meeting how to respond to Stockholder A's September 24, 2014 letter. The Board discussed the letter's assertion that multiple parties might have a potential interest in acquiring the Company, including, in particular, the fact that the majority of the parties identified in the letter had passed on the opportunity to acquire the Company at the time of its initial public offering in 2012 and that the Company had received no inbound inquiries from any strategic buyer. Based on such discussion, the Board agreed to respond directly to Stockholder A's

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letter. Following such meeting, Mr. Remondi subsequently called a representative of Party A to convey the Board's view that Party A's proposed purchase price of $14.50 per Share did not fairly value the Company.

        In October 2014, at the Board's instruction, the Company's management prepared a comprehensive market assessment including a multi-year financial plan. In addition, the Company requested that Stifel, Nicolaus & Company, Incorporated (" Stifel ") and another financial advisor provide their views of such assessment and market expectations concerning the Company. On October 29, 2014, both Stifel and such other financial advisor presented to the Board on management's assessment.

        In late November 2014, Party A sent a letter to the Company increasing its offer from $14.50 to $15.50 per Share.

        On December 3, 2014, the Board held a meeting to discuss the revised offer from Party A. The Board reviewed Party A's letter and concluded that the revised offer was not compelling for the reasons discussed at its September 26, 2014 meeting. The Board reiterated its belief that the revised offer continued to undervalue the Company and that it would not be in the best interest of the Company's stockholders to pursue it.

        On October 14, 2015, a strategic buyer and competitor of the Company (referred to herein as " Party B ") sent an unsolicited non-binding indication of interest to Mr. Remondi to acquire the Company at a purchase price of $13.00 to $14.00 per Share. Following delivery of such unsolicited non-binding indication of interest, a representative from Party B called Mr. Remondi to request certain information about the Company's operations, financial performance and outlook. Mr. Remondi noted that the Company considered that information to be material non-public information and declined to provide it at that time.

        At a meeting of the Board held on October 15, 2015, the Board discussed Party B's unsolicited non-binding indication of interest. In considering Party B's unsolicited non-binding indication of interest, the Board discussed, among other things, the expectations for the Company's then-current quarter as it related to the Company's business plan and the Company's projected growth. The Board concluded that the offer undervalued the Company and was unattractive to the Company and its stockholders and instructed Mr. Remondi to communicate this position to Party B, which he did in a subsequent telephone call.

        At the same Board meeting, Mr. Remondi reported that a private equity fund (referred to herein as " Party C ") contacted him to express an interest in holding discussions with the Company and in making an offer to one of the Company's largest stockholders (referred to herein as " Stockholder B ") to purchase Stockholder B's Shares for $12.00 per Share. Party C did not intend to make a direct investment in the Company, but orally inquired whether, if it acquired Stockholder B's position, the Company would consider recommending that a representative of Party C be appointed to the Board. The Board, among other things, discussed the impact the purchase may have on the Company's stock price, the advantages and disadvantages of recommending that a representative of Party C be appointed to the Board, and the fact that any transaction would be negotiated independently between Party C and Stockholder B without input of the Company.

        After an extensive discussion among the directors at that meeting, the Board concluded that the Company should invite Party C to meet with the Board to explain Party C's ideas to work with the Company on strategic initiatives, but not to recommend offering Party C a seat on the Board in the event that it purchased Stockholder B's position. Mr. Remondi was authorized to follow up with Party C, consistent with the Board's discussion.

        Following the discussion of Party C, Mr. Remondi reported that Party A had indicated a desire to resume discussions with the Company but had yet to make any specific proposal. Mr. Shields described

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a separate call he had recently received from a representative of Party A, which he viewed as exploratory in nature.

        At the end of that meeting, the Board directed Mr. Remondi to obtain advice from an investment bank so that the Board would be prepared for any further developments. Mr. Remondi agreed to follow up with Stifel which had served as the lead underwriter for the Company's initial public offering and had continued to provide advice to the Company since that time.

        On December 2, 2015, the Board held a meeting attended by representatives of Stifel via teleconference. Stifel presented an update on the financial markets and valuations of similar companies in the public market and discussed recent mergers and acquisitions transactions. Following the presentation, Stifel discussed with the Board the Company's financial condition and a range of potential outcomes for the Shares based on the Company's then-current three-year plan based on its ability to achieve such plan.

        In late January 2016, representatives of Dassault Systèmes contacted Mr. Remondi to ask if Mr. Remondi would meet with Mr. Scott Berkey, the Chief Executive Officer of Parent, to discuss a possible business alliance between Dassault Systèmes and the Company.

        On February 4, 2016, Mr. Remondi and another executive of the Company, met with Mr. Berkey and other representatives of Parent and Dassault Systèmes at the Company's headquarters in Burlington, Massachusetts to discuss the two companies' respective businesses and a possible business alliance between them. In 2014, Dassault Systèmes had acquired Realtime Technology AG, a German three-dimensional visualization company, whose technology was and continues to be utilized in the Company's PowerVIZ product. The February 4, 2016 meeting was initiated by Mr. Berkey to explore a broader commercial agreement between the Company and Dassault Systèmes, which he stated had been suggested by key mutual customers of the two companies.

        On March 3, 2016, the Company executed a confidentiality agreement with Party C and held diligence meetings with Party C on or around March 5, 2016.

        On May 23, 2016, Mr. Berkey hosted a meeting in Boston, Massachusetts during which Mr. Remondi met with certain executives of Dassault Systèmes to introduce Mr. Remondi and the Company to such executives. The parties continued to discuss the possible business alliance, including how to further their respective independent market objectives.

        On June 30, 2016, at Mr. Berkey's invitation, Mr. Remondi and another senior executive of the Company attended a meeting at Dassault Systèmes' headquarters in Vélizy-Villacoublay, France, with Messrs. Berkey and Thibault de Tersant, Dassault Systèmes' Chief Financial Officer and Senior Executive Vice President, and several other representatives of Dassault Systèmes. The Dassault Systèmes team conveyed to Mr. Remondi its interest in working more closely together and in potentially acquiring the Company, but specific terms of a potential acquisition were not discussed.

        On October 4, 2016, at the request of a Dassault Systèmes representative, Messrs. Remondi and Richard F. Gilbody, the Chief Financial Officer of the Company, attended a meeting with Messrs. Berkey and de Tersant, at Dassault Systèmes' office in Waltham, Massachusetts. Representatives of Foros Securities LLC, Dassault Systèmes' financial advisors (referred to herein as " Foros "), attended the meeting at Dassault Systèmes' invitation. There were no discussions about a possible acquisition at that time.

        On December 9, 2016, Mr. Berkey and another representative of Dassault Systèmes met with Mr. Remondi at the Company's headquarters to discuss the impending acquisition by Dassault Systèmes of another company and express Dassault Systèmes' commitment to an open platform and partnership with the Company irrespective of the expected acquisition of the other company.

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        On December 21, 2016, Mr. Remondi met with Mr. de Tersant at Dassault Systèmes' Waltham, Massachusetts office to further discuss a potential business alliance between Dassault Systèmes and the Company. At that meeting, Mr. de Tersant delivered to Mr. Remondi a written non-binding indication of interest to acquire the Company at a purchase price of $18.50 per Share. Dassault Systèmes also requested exclusivity.

        On December 26, 2016, the Board met and discussed the letter received from Dassault Systèmes on December 21, 2016. An attorney from the Company's outside counsel, Foley Hoag LLP (referred to herein as " Foley Hoag "), discussed with the Board the fiduciary duties of directors of a Delaware corporation in the context of a proposal for a change in control of the Company. Senior management of the Company provided their views of the Company's prospects, including, among other things, the Company's competitive position, the strength of the Company's patent portfolio, and the extent to which additional opportunities existed for further commercialization of the Company's technology. Senior management of the Company also provided the Board with their assessments of the adequacy of the $18.50 per Share price offered by Dassault Systèmes in relation to the then-current trading prices of the Company's common stock, general stock market trends, the prices set forth in indication of interest letters received by the Company during 2015 from Party A and Party B, and the prices paid in recent comparable transactions.

        The Board discussed at length how to respond to the proposal. At the end of that discussion, the Board instructed Mr. Remondi to inform Dassault Systèmes that the Company was not for sale at that time, and that if the Company were for sale, $18.50 per Share would not be an acceptable starting point for a discussion. The Board authorized Mr. Remondi to contact Stifel to request an updated valuation of the Company.

        On January 4, 2017, the Company sent a letter to Dassault Systèmes conveying the position of the Board regarding Dassault Systèmes' proposal.

        On January 5, 2017, Mr. Remondi and Mr. de Tersant spoke by telephone at Mr. de Tersant's request. Mr. de Tersant indicated on that call that he had received the Company's letter and wanted to understand whether the Company would continue to discuss possible strategic options with Dassault Systèmes. Mr. Remondi reiterated to Mr. de Tersant that the Company was not then for sale and that Dassault Systèmes would need to make a compelling offer in order to continue any strategic discussions. Mr. de Tersant stated that Dassault Systèmes would consider the Company's response and decide whether to continue discussions.

        On January 9, 2017, the Board met to discuss the recent events. A representative of Stifel presented an update on Stifel's view of the Company's current valuation, including discussing the current market environment and growth in the Company's revenue and EBITDA performance, during which the Board members asked questions. The Board members also discussed, among other things, management's execution of the Company's business plan, the recurring nature of the Company's revenue from its customers in the automotive industry, the upside potential from entry into new markets, and the risks arising from the overall global environment.

        On February 6, 2017, Mr. Remondi participated in a telephone conversation with Mr. de Tersant, during which Mr. de Tersant informed the Company as a courtesy that Dassault Systèmes was about to send a revised written non-binding indication of interest.

        Later that day, Mr. Remondi received a second unsolicited written non-binding indication of interest from Dassault Systèmes, which reiterated its interest in acquiring the Company and included an increased purchase price of $20.00 per Share, subject to due diligence and certain other conditions. Dassault Systèmes again requested a period of exclusivity.

        On February 17, 2017, the Board met and discussed Dassault Systèmes' February 6, 2017 written non-binding indication of interest. Mr. Remondi reiterated his views regarding the Company's business

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and financial prospects as previously outlined to the Board. The Board considered the factors it had previously considered in connection Dassault Systèmes' December 21, 2016 written non-binding indication of interest. After a thorough discussion, the Board unanimously agreed that the offer was unacceptable and not in the best interest of the Company or its stockholders and agreed that the Company should reject the revised offer. The Board also discussed other parties that might be interested in acquiring the Company if it were for sale or in making an investment in the Company.

        On February 20, 2017, Mr. Remondi sent a letter dated February 17, 2017 to Mr. de Tersant indicating that the Company was not for sale at that time.

        On February 24, 2017, Mr. de Tersant responded to Mr. Remondi, indicating that he continued to see the benefit in Dassault Systèmes acquiring the Company on the terms set forth in Dassault Systèmes' February 6, 2017 offer and stating that Dassault Systèmes no longer required exclusivity. Dassault Systèmes also indicated that it was prepared to proceed on an expedited timeline.

        On March 2, 2017, Mr. Remondi accepted an invitation from a representative of Party B for dinner. Mr. Remondi and the representative discussed a possible commercial collaboration between Party B and the Company.

        On March 3, 2017, Mr. Remondi received an email from Mr. de Tersant asking for a response by the Company to Dassault Systèmes' February 24, 2017 letter.

        On March 16, 2017, the Company issued its earnings release for the fourth quarter of fiscal year 2017 and held its normal quarterly earnings call. By this time, the Company's management had come to believe that the results of the 2016 presidential election and the ensuing actual and anticipated changes in federal regulatory, trade and tax policy, including reduced environmental regulation, the anticipated relaxation of federal fuel efficiency standards, a border adjustment tax and renegotiation of NAFTA, were adversely affecting demand for the Company's products and services, resulting in delayed purchasing decisions and lower customer bookings. The Company's financial guidance for fiscal year 2018, issued in connection with the earnings announcement, reflected these trends, anticipating total revenue in the range of $75 million to $80 million, significantly lower than the Company's previous internal forecast and reflecting a rate of year-over-year revenue growth less than was then expected by the market based on the directional guidance that had previously been provided by the Company.

        On March 23, 2017, the Board received a letter from an investment fund that was a stockholder of the Company (referred to as " Stockholder C ") advocating for a stock buyback by the Company.

        On March 27, 2017, Mr. Remondi spoke to Mr. de Tersant by telephone. During that call, Mr. Remondi conveyed to Mr. de Tersant the feedback from the Board that Dassault Systèmes' letter dated February 24, 2017 contained no new information that would justify a different response from the Board.

        At the April 5, 2017 Board meeting, Mr. Remondi presented an update on the Company's first quarter and the fiscal year 2018 forecast and guidance, and market reaction to the Company's March 16, 2017 earnings call. Mr. Remondi indicated that management had reset its revenue forecast for the full 2018 fiscal year to $75.0 million to $80.0 million due to a slowdown in customer purchases. The Board discussed the reasons for this development, and its implications for the balance of the year and for the five-year plan. Messrs. Remondi and Gilbody also stated that following the earnings announcement they had discussed this development with certain major investors. At the request of the Board, Mr. Gilbody undertook to recast the valuation model presented by Stifel at the January Board meeting.

        The Board also discussed the letter that had been received from Stockholder C. Mr. Remondi commented that other major stockholders were not supportive of a stock buyback. After discussion, the Board decided not to pursue a stock buyback, concluding that such a buyback would not affect the

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fundamentals of the business, would not be likely to have a significant, lasting effect on the stock price if implemented on the scale proposed, could preclude other productive uses of cash, such as acquisitions, and would likely be seen as a negative signal to the market concerning the Board's confidence in the Company's growth prospects.

        Finally, Mr. Remondi provided an update on the status of the acquisition proposal from Dassault Systèmes. Mr. Remondi reported that Dassault Systèmes was no longer interested in any partnership relationship with the Company. After discussion, the Board agreed that management should present a revised long-range plan at the next Board meeting in May in preparation for an in-depth discussion of the Company's strategy and whether any change in the Board's response to Dassault Systèmes was appropriate.

        By letter dated April 20, 2017, Dassault Systèmes submitted a written non-binding indication of interest to the Board reaffirming its interest in acquiring the Company for $20.00 per Share and requested that the Company respond to Dassault Systèmes by May 4, 2017.

        On May 17, 2017, the Board met to discuss the Company's long-term strategy to create stockholder value and consider whether a potential sale of the Company would be in the best interest of the Company's stockholders. The Board discussed several alternative courses that the Company might pursue, including, among other things: responding to Dassault Systèmes that the Company was not interested in discussing an acquisition at this time; conducting, with the assistance of a financial advisor, a broad sale process in which Dassault Systèmes would be invited to participate; and reaching out to a more targeted group of potential buyers (including Dassault Systèmes), with the assistance of a financial advisor, to assess the price that may be available to the Company's stockholders from those potential buyers after they are educated about the Company's business and prospects. After a lengthy discussion, the Board determined that the Company should pursue the last alternative because it believed that the universe of possible buyers was well known and a targeted approach would be the most effective, efficient and least disruptive process. The Board instructed Mr. Remondi to invite Stifel and another investment bank to make presentations to the Board to enable the Board to assess each bank's capabilities and qualifications.

        On May 22, 2017, Mr. Remondi called Mr. de Tersant to inform him that the Board was still considering Dassault Systèmes' April 20, 2017 written non-binding indication of interest.

        On May 23, 2017, at a Board meeting, Stifel and the other investment bank each made a presentation to the Board regarding its potential engagement as the Company's financial advisor in connection with a potential sale of the Company. The Board agreed that Mr. Remondi would obtain information about the potential financial arrangements with each firm. At the meeting, Mr. Fusco, a member of the Board, reported that he had received a call from a representative of Foros, reiterating Dassault Systèmes' interest in consummating a transaction at $20.00 per Share and expressing frustration at the Company's response.

        On June 5, 2017, the Board authorized management to negotiate arrangements under which Stifel would be engaged as the Company's exclusive financial advisor in connection with a potential strategic transaction involving the Company. The Board selected Stifel as the Company's financial advisor based on, among other things, the fact that Stifel is a reputable investment banking firm with substantial experience advising companies in the software sector and in providing strategic advisory services in general, and Stifel's familiarity with the Company and its business.

        On the same day, Mr. de Tersant sent Mr. Remondi an email inquiring about the status of Dassault Systèmes' April 20, 2017 written non-binding indication of interest.

        In response, on June 6, 2017, Mr. Remondi informed Mr. de Tersant by email that the Company had hired Stifel as its financial advisor.

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        On June 15, 2017, during a Board meeting, representatives of Stifel made a presentation to the Board outlining possible auction process considerations and potential parties of interest. After consideration of numerous factors, including the industry, size and strategic profile of potential buyers and the ability of such potential buyers to finance and consummate a transaction, the Board instructed Stifel to contact eight potential strategic buyers and six financial buyers, which group of buyers was to be confirmed with the Company's management team at a subsequent organizational meeting.

        On June 19, 2017, the Company executed an engagement letter with Stifel, and representatives of Stifel met with members of the Company's senior management to confirm the list of potential bidders that Stifel was authorized to contact. Thereafter, the Company initially authorized Stifel to reach out to approximately fifteen potential bidders, including Dassault Systèmes. Ultimately, the Stifel outreach included all the companies that had been identified in the September 24, 2014 letter from Stockholder A as potential strategic buyers, except for one that the Board considered after discussion would be unlikely to be interested in acquiring the Company.

        On or about June 21, 2017, representatives of Stifel called representatives of Foros to introduce Stifel as the Company's financial advisor and to describe the process by which information regarding the Company would be communicated to Dassault Systèmes and Foros.

        On June 22, 2017, a representative of Stifel sent a form of confidentiality agreement to representatives of Foros and, for the following week, the Company, with its advisors, negotiated the terms of that agreement.

        Between June 26 and June 28, 2017, Stifel contacted the eight potential strategic buyers, including Party B, consistent with its prior conversations with the Board and the Company's management team.

        On July 1, 2017, Dassault Systèmes signed a confidentiality agreement with the Company.

        On July 5, 2017, representatives of Dassault Systèmes were granted access to the Company's electronic data room, which contained copies of customary diligence materials. That same day, one of the potential strategic buyers that Stifel had contacted in connection with a possible sale of the Company, declined to participate in the process. On the same day, a second potential strategic buyer (referred to herein as " Party D ") signed a confidentiality agreement with the Company.

        On July 6, 2017, a third potential strategic buyer that Stifel had contacted in connection with a possible sale of the Company declined to participate in the process.

        On July 6 and 7, 2017, representatives of the Company, including Messrs. Remondi and Gilbody, accompanied by representatives of Stifel, met in Boston with representatives of Dassault Systèmes to provide additional information regarding the Company, its operations and its long-term business plans. The Company provided an overview of its technology, solutions, vertical markets, financials and organization, among other things.

        Between July 11 and July 14, 2017, Stifel contacted the six financial buyers, including Party C, consistent with its prior conversations with the Board and the Company's management team. These did not include Party A.

        On July 11, 2017, Stifel contacted three additional potential financial buyers, all of which expressed interest in participating in the Company's process. Stifel contacted a fourth additional potential financial buyer, which indicated that that it was not interested in participating in the process.

        On July 12, 2017, Stifel contacted Party A about the possible sale of the Company to gauge its interest, and Party A indicated that it remained interested.

        On July 13, 2017, Party C declined to move forward in the process. On the same day, Party A executed a confidentiality agreement with the Company. This agreement was on substantially the same terms as the confidentiality agreement the Company had earlier entered into with Dassault. Both such

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agreements, and all other confidentiality agreements entered into by other bidders in connection with the auction process, included a clause whereby the standstill covenants in such agreements would cease to apply in the event that the Company entered into a definitive agreement.

        On July 14, 2017, Dassault Systèmes sent Mr. Remondi a revised written non-binding indication of interest to acquire the Company at a purchase price of $20.25 per Share in cash. That same day, Party B signed a confidentiality agreement with the Company and received access to the Company's data room. Also on July 14, 2017, one of the remaining financial buyers (referred to herein as " Party E ") signed a confidentiality agreement with the Company and another, new potential financial buyer was contacted by Stifel (referred to herein as " Party F ").

        At a Board meeting on July 17, 2017, Stifel reported on the progress of the auction process meetings. The representatives of Stifel discussed the status of its outreach to potential buyers, the Dassault Systèmes' July 14, 2017 written non-binding indication of interest, the recent series of discussions and correspondence with Dassault Systèmes, and the status of the due diligence process being conducted by Dassault Systèmes and the other bidders, stating that management was in the process of setting up meetings with a number of other parties that were interested in pursuing discussions with the Company. The Board determined to continue discussions with all the potential acquirors that had expressed an interest in the process and to inform Dassault Systèmes of this decision.

        Later that day, representatives of Stifel called representatives of Foros to convey the Board's decision. Party E was also granted access to the Company's data room that day.

        On July 19, 2017, representatives of Foros called representatives of Stifel to discuss the possibility of progressing the due diligence process and beginning to negotiate a definitive merger agreement, which they proposed should be based upon a form of merger agreement provided by Foros, on behalf of Dassault Systèmes.

        On July 19, 2017, representatives of the Company, accompanied by representatives of Stifel, met with representatives of Party B. That same day, two other of the previously contacted potential financial buyers (referred to herein as " Party G " and " Party H ", respectively) signed confidentiality agreements with the Company.

        On July 20, 2017, Party A and Party H were granted access to the data room. Members of the Company's management provided a presentation on the Company to representatives of Party A at the Company's offices. Representatives of Stifel were present at the presentation. That same day, Party F indicated that it was withdrawing from the process due to the size and growth profile of the Company's business.

        On July 21, 2017, one of the potential financial buyers withdrew from the process, citing its inability to offer a bid price above the high teens.

        On or about July 24, 2017, representatives of Foros indicated to Stifel that it would like to schedule a diligence meeting regarding the Company's research and development activities and would further like to engage in conversations about the form of merger agreement provided by Foros, on behalf of Dassault Systèmes. Stifel informed Foros that Dassault Systèmes would need to conform to the process applicable to all parties, as would be outlined in an instruction letter that would be sent by Stifel to all active bidders. At the request of Dassault Systèmes, the Company provided access to the data room to certain of Dassault Systèmes' advisors. On the same day, Party B sent a diligence request list to the Company, and Stifel made initial outreach to representatives of another potential financial buyer (referred to herein as " Party I ").

        That same day, at the request of Dassault Systèmes, an attorney from Shearman & Sterling LLP, Dassault Systèmes' outside legal counsel (referred to herein as " Shearman & Sterling "), contacted an

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attorney at Foley Hoag to inquire about process. Foley Hoag advised Shearman & Sterling that Stifel was running the auction process and that Dassault Systèmes should follow that process and be in touch with Stifel with any questions.

        Between July 26, 2017 and July 28, 2017, representatives of the Company and Stifel met with, or participated in calls with, representatives from multiple potential buyers, including Party B, Party G and Party H.

        On July 27, 2017, Stifel contacted another potential financial buyer (referred to herein as " Party J ") about participating in the sale process. The following day Party J signed a confidentiality agreement with the Company.

        That same day, representative of Foros called representatives of Stifel to communicate that Dassault Systèmes intended to discontinue conversations with the Company.

        On July 29, 2017, Party A informed Stifel that it was withdrawing from the process because it was not interested in the Company's business plan.

        On August 1, 2017, Party H indicated to Stifel that it was interested in learning more about the Company. That same day, Stifel had a diligence call with Party J. In addition, Party E indicated to Stifel that it was withdrawing from the process because it was unable to offer a purchase price higher than the mid-teens.

        On August 2, 2017, Party J was granted access to the Company's data room.

        On August 7, 2017, Party D was granted access to the data room and participated in a meeting with representatives of the Company's management and Stifel. On the same day, Party I executed a confidentiality agreement with the Company.

        On August 8, 2017, Party I was granted access to the Company's data room.

        On August 8 and 9, 2017, Stifel sent bid instruction letters to each of the remaining interested bidders, including Dassault Systèmes. The bid instruction letter included an August 18, 2017 deadline for the submission of indications of interest.

        On August 10, 2017, the Company and Stifel participated in a follow-up call with Party J.

        The following day, Stifel had a discussion with Party B about second quarter results of the Company. On the same day, Party G indicated that it would not pursue an acquisition of the Company because it did not see synergies between its existing business and that of the Company.

        On August 14, 2017, at a meeting of the Board, representatives of Stifel reported on the results of the sale process, reviewing the bidders that had expressed an interest in continuing the process and those bidders that had declined further participation, and in each case the factors that appeared to influence their decisions. Stifel reported that it had informed the four remaining interested bidders of the August 18, 2017 bid deadline.

        On August 17, 2017, representatives of the Company and Stifel participated in another call with Party J. That day, Party I also indicated to Stifel that it could not offer a price beyond the mid-teens and, for that reason, was withdrawing from the process.

        On August 18, 2017, the Company received a written acquisition proposal from Party D to purchase the Company for cash in the amount of $18.385 per Share. That same day, Dassault Systèmes resubmitted its July 14, 2017 written non-binding indication of interest to acquire the Company at a purchase price of $20.25 per Share.

        On August 21, 2017, the Company received a written acquisition proposal from Party J to purchase the Company for cash in the amount of $18.40 per Share.

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        On August 22, 2017, the Company received a written acquisition proposal from Party B to purchase the Company for cash in the amount of $20.00 per Share.

        On August 24, 2017, the Board met to consider the proposals from Party B, Party D, Party J and Dassault Systèmes. The Board discussed the potential impact on the Company's valuation of its early-stage oil and gas and cardiovascular fractional flow reserve CT products, and Stifel commented on the limited value attributed to those new products by the interested companies due to their early stage of commercialization. The Board discussed the Stifel presentation on the Company's business prospects, and the potential for increases in the Company's stock price over the next two years. The Board discussed their views with respect to a potential transaction and the terms thereof. The Board agreed that Stifel should continue discussions with all of the interested parties.

        On August 25, 2017, Stifel contacted the four bidders that submitted a proposal and communicated that additional diligence would be allowed, including an update on the quarter and the second half of fiscal year 2018 and a discussion of the potential of new market opportunities for the Company, and that the Company would accommodate additional business diligence to enable each bidder to increase its proposal.

        Between August 26 and 28, 2017, representatives from Foros on behalf of Dassault Systèmes, and representatives from each of Party B, Party D and Party J indicated to Stifel that they would be interested in continuing their participation in the process.

        On August 30, 2017, Stifel had a call with each of Party B and Party D to discuss the Company's financials. Later that day, representatives of Party J met with senior management of the Company at the Company's headquarters to discuss Party J's due diligence questions, including the Company's financials, technology and competitive differentiation.

        On August 31, 2017, senior members of management of the Company participated in two calls with Party B to discuss diligence matters.

        On September 5 and 6, 2017, members of the Company's management held a series of management meetings with Party J and Dassault Systèmes, separately, about diligence matters. Representatives of Stifel were present at the meetings.

        On September 6, 2017, there were additional calls between representatives of the Company and Stifel and Party B to discuss human resources and technology matters.

        On September 7, 2017, representatives of the Company and Stifel met again with representatives of Party J to discuss the business of the Company.

        On September 8, 2017, Mr. Remondi and a representative of Party B spoke by telephone. The representative of Party B expressed his appreciation for what the Company had built and reiterated his desire that Party B acquire the Company.

        On September 12, 2017, Stifel sent out instructions for a revised bid to each of the four remaining parties, Dassault Systèmes, Party B, Party D and Party J, and highlighted that a form of merger agreement would be posted to the Company's data room the following day. Stifel instructed each party to submit proposals for certain economic terms of the draft merger agreement, including the proposed timing and structure of a transaction and any associated termination fees. Stifel asked for revised proposals by September 18, 2017.

        On September 13, 2017, Stifel posted the form of merger agreement to the Company's data room.

        On September 14, 2017, a new potential strategic buyer signed a confidentiality agreement with the Company; however, that party did not move forward in the process after signing the confidentiality agreement.

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        On September 18, 2017, Party B submitted a letter of intent to purchase the Company for cash in the amount of $21.25 per Share, accompanied by a mark-up of the form of merger agreement. Party B indicated in its letter of intent that it could complete its diligence by September 26, 2017 and requested exclusivity. That same day, Party J submitted a bid to purchase the Company for cash in the amount of $18.40 per Share. In addition, representatives from Party D called Stifel and indicated that it could not raise its prior bid and that Party D was therefore withdrawing.

        By letter dated September 19, 2017, Dassault Systèmes sent a revised written non-binding indication of interest to purchase the Company for cash in the amount of $21.25 per Share, which included a summary of certain material issues raised by the Company's draft merger agreement.

        Later that day, a representative of Foros, on behalf of Dassault Systèmes, and a representative of Party B's financial advisor each called Stifel for initial feedback on their respective client's proposals. Stifel stated to each that exclusivity could not be granted at its current price and that neither party had differentiated itself from other interested parties. Party B's financial advisor indicated that Party B could be in a position to raise its price, and asked if a decision would be made by the Board based on current proposals. Stifel indicated that Party B would have another opportunity to bid. In communicating with Foros, Stifel informed Foros that another party indicated that it could move more quickly than Dassault Systèmes, had submitted a detailed mark-up of the merger agreement, and had proposed a lower termination fee than that requested by Dassault Systèmes.

        During the morning of September 20, 2017, representatives of Foros called representatives of Stifel to inform them that Dassault Systèmes would be submitting a new written non-binding indication of interest. During this telephone call, the representatives of Stifel informed the representatives of Foros that the Board planned to meet during the morning of September 21, 2017 to review the indications of interest submitted by Dassault Systèmes and other bidders. Later that day, Dassault Systèmes submitted a further revised written non-binding indication of interest to acquire the Company at $22.25 per Share, accompanied by a detailed mark-up of the Company's form of merger agreement.

        During the morning of September 21, 2017, both representatives of Foros, on behalf of Dassault Systèmes, and Party B called representatives of Stifel and asked for further guidance. Stifel told representatives of both potential buyers that they should submit their best and final offers in the next round because no additional bidding would take place.

        On September 21, 2017, the Board met and representatives of Stifel reviewed the meetings and communications that had occurred with the four interested bidders since the last Board meeting, stating that there were two competitive bids, from Dassault Systèmes and Party B, at $22.25 and $21.25 per Share, respectively. Of the other parties still in the process as of the last Board meeting, Party J had reiterated a bid at a price less than $20.00 per Share and Party D had withdrawn from the process. Stifel noted that Party B's mark-up of the merger agreement was more favorable to the Company's stockholders in certain respects, particularly with respect to the allocation of regulatory risk and matters related to the certainty of closing. The Board then had an extensive discussion of next steps in the process that could maximize the sale price for the Company's stockholders. The Board authorized Stifel to report back to Dassault Systèmes and Party B and invite each to submit its best and final offer by 1:00 p.m. on Friday, September 22, 2017. It was also agreed that Mr. Remondi would contact the principal contact person for each of the two remaining bidders and deliver a consistent message stating that the process was at its end and encouraging each of the bidders to make the highest offer it could.

        Later in the day on September 21, 2017, Stifel again communicated to each of Dassault Systèmes and Party B that its best and final bid was requested by 1:00 pm the following afternoon on September 22, 2017. Stifel communicated to each bidder that there would be no further bidding. Also on that date, a representative of Foley Hoag communicated to Dassault Systèmes' counsel the Board's concern regarding Dassault Systèmes' positions regarding regulatory risk and closing conditions. Stifel also made available to both interested bidders a form of exclusivity agreement that the Company would

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be prepared to enter into should that bidder be the winning bidder. Additionally, Mr. Remondi spoke with a representative at Party B and reiterated to him that the process was very competitive.

        On September 22, 2017, Dassault Systèmes submitted a revised bid to purchase the Company for cash in the amount of $24.25 per Share and Party B submitted a revised bid with a purchase price of $23.07 per Share. Each bid was conditional on the Company promptly entering into an exclusivity agreement with the bidder. Dassault Systèmes' response stated that Dassault Systèmes had completed its due diligence and would require no further diligence, whereas Party B's bid identified a number of diligence activities to be completed. Dassault Systèmes also submitted a revised mark-up of the merger agreement that materially improved the terms related to regulatory risk and closing certainty. On the same day, representatives of Foley Hoag and Shearman & Sterling negotiated the terms of an exclusivity agreement potentially to be entered into between the Company and Dassault Systèmes, based upon the form that had been provided to both parties.

        Later that day, the Board had a meeting to discuss the bids from the two remaining potential buyers. The Board extensively discussed the price and terms of the two bids. Mr. Remondi discussed his telephone calls with representatives of both Party B and Dassault Systèmes. Attorneys from Foley Hoag then reviewed the Board's fiduciary obligations in connection with a potential sale.

        The representatives of Stifel reported that they believed that the current bids were final bids. The Board discussed the possibility of inviting Party B to rebid, and concluded that the low probability that Party B could or would top Dassault Systèmes' bid did not justify the risk that further delay in the process might cause Dassault Systèmes to withdraw its bid. The Board also noted that Party B's bid was subject to additional due diligence, whereas Dassault Systèmes' bid was not, and that Dassault Systèmes was proposing to execute and announce a deal by September 25, 2017. The Board also concluded that to reject Dassault Systèmes' final bid and ask it to bid higher would create an unacceptable risk that Dassault Systèmes would withdraw from the process entirely.

        The Board then authorized management to enter into an exclusivity agreement with Dassault Systèmes in the form presented to the meeting and to negotiate the final terms of a merger agreement between Dassault Systèmes and the Company at a purchase price of $24.25 per Share.

        On September 22, 2017, the Company entered in an exclusivity agreement with Dassault Systèmes, providing for a period of exclusive negotiations until October 2, 2017, subject to extension to October 5, 2017 under certain circumstances.

        Between September 22 and 27, 2017, representatives of Foley Hoag and Shearman & Sterling negotiated various issues in the merger agreement and related documentation, including the disclosure schedules to the merger agreement.

        In the afternoon of September 27, 2017, the Board met to discuss the merger agreement and the transactions contemplated thereby. Representatives of Stifel presented to the Board its financial analysis of Dassault Systèmes' proposal of $24.25 per Share. Following the presentation, Stifel rendered its oral opinion to the Board, which was subsequently confirmed in a written opinion dated September 27, 2017, that, as of such date and based upon and subject to the factors and assumptions set forth in the written opinion of Stifel, the consideration to be paid to the stockholders of the Company in the Offer and the Merger was fair, from a financial point of view, to such holders (a copy of the written opinion of Stifel is attached to this Schedule 14D-9 as Annex I). Please see the discussion in the section entitled "Item 4. The Solicitation or Recommendation—Financial Analyses and Opinion—Opinion of the Company's Financial Advisor" of this Schedule 14D-9 for a more detailed description of the financial analyses and the opinion rendered by Stifel to the Board.

        Representatives of Foley Hoag then again reviewed with the Board the fiduciary duties of the directors under Delaware law. Following that discussion, Foley Hoag provided the Board with an overview of the merger agreement following final negotiations with Shearman & Sterling, including the

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principal terms of the merger agreement that would be executed in connection with the proposed transaction, the structure of the proposed transaction, the consideration that would be paid to the Company's stockholders in the tender offer and the subsequent merger, the representations and warranties that would be made by the Company in the definitive merger agreement, the conduct of business covenant that would be applicable between signing and closing of the proposed transaction, required regulatory approvals, and the circumstances under which a termination fee or a reverse termination fee would be paid in the event of a termination of the merger agreement by either party. Foley Hoag noted that Dassault Systèmes had been unwilling to agree to any reduction in the proposed $12 million termination fee but had accepted a number of other modifications favorable to the Company's stockholders.

        After careful deliberation, the Board unanimously (i) determined that the Merger Agreement and the Transaction are fair to and in the best interests of the Company and its stockholders, (ii) declared advisable the Merger Agreement and the Transaction, including the Offer and the Merger, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transaction, (iv) resolved that the Merger will be effected under Section 251(h) of the DGCL and (v) subject to the other terms and conditions of the Merger Agreement, resolved to recommend that the holders of Shares accept the Offer and tender their Shares to Purchaser in the Offer.

        Later in the day on September 27, 2017, Parent, Purchaser and the Company executed the Merger Agreement.

        Prior to the opening of U.S. stock markets on September 28, 2017, the Company issued a press release publicly announcing the execution of the Merger Agreement.

Reasons for Recommendation

        In evaluating the Merger Agreement and the Transaction, the Board consulted with the Company's senior management team, Foley Hoag and Stifel and, in reaching its determination to unanimously recommend that Company stockholders accept the Offer and tender their Shares, the Board relied upon and considered numerous factors, including the material factors set forth below (the order in which the following factors appear does not reflect any relative significance):

Financial Terms; Certainty of Value

•

The Board's belief that the Offer Price represents full and fair value for the Shares, taking into account the Board's familiarity with the Company's current and historical financial condition, results of operations, business, competitive position and prospects, as well as the Company's future business plan and potential long-term value, including its future prospects and risks if it were to remain an independent company.



•

The Board's belief that the Offer Price represents the best value reasonably attainable by the Company's stockholders and is therefore more favorable to the Company's stockholders than the other strategic alternatives reasonably available to the Company, including continuing to operate as an independent company and growing its business through internal growth and potential acquisitions, which belief was formed based on the Board's view of the risks associated with the various alternatives.



•

The Board's assessment of the strategic alternatives available to the Company to create additional stockholder value, including an evaluation of the prospective time frame and operating and market risks associated with undertaking acquisitions or other significant capital investments, activities not previously undertaken by the Company and with which it had no experience.

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•

The fact that the Offer Price consists solely of cash, which provides certainty of value and liquidity to the Company's stockholders and does not expose them to any future risks related to the business or the financial markets generally.



•

The relationship of the Offer Price to the trading price of the Shares, including the fact that the Offer Price represents:



•

a premium of approximately 43% over the $16.96 per Share closing sale price as of September 27, 2017, the last full trading day before public announcement of the execution of the Merger Agreement;



•

a premium of approximately 43% over the all-time highest trading price prior to public announcement of the execution of the Merger Agreement of $17.00 per Share; and



•

a price significantly higher than that ever offered by any other party in a formal or informal acquisition proposal.



•

The oral opinion of Stifel delivered to the Board on September 27, 2017, which was subsequently confirmed in writing on September 27, 2017, that as of the date delivered, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Stifel as set forth in the written opinion, the $24.25 in cash per Share to be received by holders of Shares pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders of Shares, as more fully described in the section entitled "Item 4. The Solicitation or Recommendation—Financial Analyses and Opinion—Opinion of the Company's Financial Advisor."

Prospects of the Company

•

The Company's current and historical business, financial condition, results of operations, competitive position, strategic options and prospects, as well as the Company's long-term business plan and prospects if it were to remain an independent public company, the risks and challenges associated with remaining an independent public company, and the potential impact of those factors on the future trading price of the Company's common stock, including risks related to:



•

The general business environment for providers of visualization and simulation software;



•

Changes in the software industry;



•

Changes in environmental regulations in the U.S. and elsewhere, particularly in regard to fuel efficiency and emissions requirements applicable to the ground transportation industry, which may materially affect demand for the Company's products and services;



•

The Board's belief, based on the Company's experience in the ground transportation industry, that expansion into new industries and applications for the Company's technology as envisioned in the Company's strategic plan requires significant capital investment and entails substantial risk;



•

The U.S. and global economy and general stock market conditions and volatility;



•

The other risks and uncertainties identified in the Company's filings with the SEC, including its Annual Report on Form 10-K for the year ended January 31, 2017; and



•

The Board's belief, after consideration of the factors described above, that the completion of the Offer and the consummation of the Transaction represent the Company's best reasonably available alternative for maximizing stockholder value.

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Sale Process

•

The fact that the Board, through its financial advisor, actively sought proposals from numerous third parties that were logical potential buyers, as more fully described above under the heading "Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger; Reasons for Recommendation," including strategic buyers and financial sponsors:



•

Representatives of the Company's financial advisor communicated with a total of eighteen parties in an effort to obtain the best value reasonably available to stockholders;



•

The Company, in coordination with its financial advisor, obtained preliminary indications of interest from ten parties (including five strategic parties and five financial sponsors), of which nine were provided diligence materials;



•

Of these parties that were solicited, the Company received preliminary indications of interest from eight parties, of which the four proposing the highest value and level of interest continued into the second round of the sale process;



•

Of the parties that proceeded into the second round of the sale process, each of Dassault Systèmes and Party B submitted complete bid packages, including a mark-up of the Merger Agreement;



•

The fact that, following requests for "best and final" bids from the remaining bidders, the "best and final" bids returned by the two remaining bidders did not result in any proposals to acquire the Company at a price higher than $24.25; and



•

The fact that, through negotiations, the Company was able to increase Dassault Systèmes' final bid to $24.25 per Share from its initial proposal of $18.50 per Share and the Board's belief that, based on negotiations and discussions with Dassault Systèmes and the other bidders, the Offer Price represented the highest price Dassault Systèmes or any of the other bidders were willing to pay.

Speed and Likelihood of Consummation

•

The anticipated timing of the consummation of the Transaction, including the structure of the transaction as a cash tender offer for all outstanding Shares, with the anticipated result of allowing holders of Shares to receive the Offer Price in a relatively short time frame, followed by the Merger under Section 251(h) of the DGCL in which holders of Shares who do not validly exercise appraisal rights will receive the same consideration received by those holders of Shares who tender their Shares in the Offer. The Board considered that the potential for closing in a relatively short time frame could also reduce the amount of time during which the Company's business would be subject to the potential uncertainty of closing and related distraction.



•

The business reputation and capabilities of Dassault Systèmes and its management.



•

The fact that Dassault Systèmes has adequate cash on hand to fund the Transaction without the need for any third-party financing.



•

The fact that Parent and Purchaser's obligation to complete the Transaction is not conditioned on Parent or Purchaser obtaining financing.



•

The fact that, pursuant to the terms of the Merger Agreement, if Parent and Purchaser fail to effect the closing under certain circumstances, Parent is obligated to pay the Company a termination fee equal to $24 million (the " Parent Termination Fee ").

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Terms of the Merger Agreement

•

The Board considered the terms and conditions of the Merger Agreement, including the representations, warranties, covenants and agreements of the parties, the conditions to closing, the form of the Merger Consideration and the structure of the termination rights, including:



•

That the terms of the Merger Agreement were the products of arms'-length negotiations between two sophisticated parties and their respective legal advisors and the Company's financial advisor.



•

That the "fiduciary out" provisions of the Merger Agreement, subject to the terms and conditions thereof, permit the Company to furnish information to and conduct negotiations with third parties that make unsolicited acquisition proposals and, upon payment of a $12 million termination fee, terminate the Merger Agreement in order to enter into an agreement with respect to a superior proposal.



•

The Board's belief that the $12 million termination fee payable by the Company upon its termination of the Merger Agreement to enter into an agreement with respect to a superior proposal is reasonable in light of the overall terms of the Merger Agreement and the benefits of the Offer and the Merger and would not preclude another party from making a competing proposal.



•

That Purchaser's obligations to purchase Shares in the Offer and to close the Merger are subject to a limited number of conditions (which conditions did not include a financing condition or a due diligence condition), and the Board's belief, in consultation with senior management of the Company and legal advisors, that the Transaction is reasonably likely to be consummated.



•

That Purchaser is obligated to extend the Offer (but not past termination of the Merger Agreement pursuant to its terms or April 27, 2018) for any periods required by applicable law, for successive extension periods of ten business days each if the Board has not changed its recommendation of the Transaction and any condition to the Offer has not been satisfied or waived (other than the Minimum Condition, which may not be waived by Purchaser), and for up to two periods of ten business days each upon written request of the Company if at any scheduled expiration of the Offer the only offer condition not satisfied is the Minimum Condition, and Parent or Purchaser is not otherwise obligated to extend the Offer.



•

The fact that holders of Shares who do not tender their Shares in the Offer and who properly exercise their appraisal rights under Delaware law will be entitled to appraisal rights in connection with the Merger.

        The Board has also considered a variety of uncertainties and risks and other potentially negative factors concerning the Offer and the Merger. These factors included the following:

•

No Stockholder Participation in Future Growth or Earnings.   The fact that the Company's public stockholders will cease to participate in the Company's future earnings growth or benefit from any future increase in its value following the Merger, including appreciation resulting from potential synergies with Dassault Systèmes resulting from the Transaction.



•

Termination by Parent.   The risk that Parent may terminate the Merger Agreement and not complete the Offer in certain limited circumstances, including, subject to certain conditions, if there is a Company Material Adverse Effect (as defined in the Merger Agreement), or if the Company breaches or fails to perform its obligations under the Merger Agreement in any material respect, and such breach or failure is not cured within thirty days.

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•

Termination Fee.   The possibility that, although the Board conducted an active competitive process, the termination fee of $12 million payable by the Company to Parent under certain circumstances set forth in the Merger Agreement may deter third parties that might be interested in exploring an acquisition of the Company.



•

Risk Associated with Failure to Complete the Offer and Consummate the Merger.   The possibility that the Transaction might not be consummated, and the risks and costs to the Company in such event, including the diversion of management and employee attention and the potential disruptive effect on business and customer relationships, stock price and ability to attract and retain key management personnel and employees.



•

Monetary and Opportunity Costs.   The significant costs involved in connection with completing the Merger, the substantial management time and effort required to complete the Merger, and the related disruption to the Company's operations.



•

Effects of Transaction Announcement.   The possible disruption to the Company's business and the possible effect on the ability of the Company to attract key personnel that may result from the announcement of the Offer and the Merger and the resulting distraction of the attention of the Company's management, as well as the likelihood of litigation in connection with the Merger.



•

Closing Conditions.   The fact that completion of the Offer and the Merger is subject to the satisfaction of certain closing conditions that are not within the Company's control, including receipt of the necessary regulatory clearances and approvals and that no material adverse effect on the Company shall have occurred.



•

Taxable Consideration.   The fact that any gains from the consideration to be received by the stockholders in the Offer and the Merger generally will be taxable to the stockholders for U.S. federal income tax purposes.



•

Interim Restrictions on Business Pending the Completion of the Offer.   The fact that the Merger Agreement contains restrictions on the conduct of the Company's business prior to the completion of the Merger, including generally requiring the Company to conduct its business only in the ordinary course, subject to specified limitations, and that the Company will not undertake various actions (other than in the ordinary course) related to the conduct of its business without the prior written consent of Parent, which may delay or prevent the Company from responding to changing market and business conditions.



•

No Solicitation.   The fact that the Merger Agreement, subject to certain exceptions, places limitations on the ability of the Company to solicit, initiate, facilitate or encourage any inquiries or the submission of any proposal to acquire the Company, or to engage in, continue to or otherwise participate in any discussions or negotiations with any persons regarding any acquisition proposal, or furnish any non-public information in connection with, or for the purpose of initiating, facilitating or encouraging, any inquiries, proposals or offers that constitute, or could reasonably be expected to lead to, any acquisition proposal.



•

Potential Conflicts of Interest.   The fact that some of the directors and executive officers of the Company may have interests in the Transaction, more fully described under "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between Exa and its Executive Officers, Directors and Affiliates," that differ from the interests of the Company's stockholders generally.



•

Remedies.   The fact that the Company's monetary remedy in connection with a breach of the Merger Agreement by Parent or Purchaser is limited to the Parent Termination Fee (except in the case of fraud or certain intentional breaches, as further described in the Merger Agreement)

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and may not be sufficient to compensate the Company for losses suffered as a result of a breach of the Merger Agreement by Parent or Purchaser.

        The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but rather includes the principal material information, factors and analyses considered by the Board in reaching its conclusions and recommendation in relation to the Merger Agreement and the Transaction. The members of the Board evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of the Company, in consultation with the Company's senior management and legal and financial advisors. The Board did not provide a specific assessment of, quantify or otherwise assign any relative weights to, the factors considered in determining its recommendation. Instead, the Board conducted an overall analysis of the factors and reasons described above and determined in its business judgment that, in the aggregate, the potential benefits of the Offer and the Merger to the stockholders of the Company outweighed the risks or potential negative consequences. Individual members of the Board may have given different weight to different factors. In addition, in arriving at its recommendation, the directors of the Company were aware of the interests of certain officers and directors of the Company as described in "Item 3. Past Contacts, Transactions, Negotiations and Agreements."

Intent to Tender

        To the knowledge of the Company after making reasonable inquiry, each member of the Board and each executive officer of the Company has advised the Company that his intention is to tender all Shares, if any, beneficially owned (excluding any Shares (i) as to which such holder does not have discretionary authority to sell or direct the sale and (ii) underlying, or subject to outstanding stock options or other equity awards under Exa's equity plans) by him pursuant to the Offer.

Financial Analyses and Opinion

Opinion of the Company's Financial Advisor

        The Company engaged Stifel to act as financial advisor to the Company in connection with the Transaction. As part of that engagement, the Board requested Stifel's opinion, as investment bankers, as to the fairness, from a financial point of view and as of the date of such opinion, to the holders of Shares (excluding any Shares (i) that are held by Parent, Purchaser or any subsidiary of Parent, (ii) that are held by the Company or any subsidiary of the Company or held in the Company's treasury or (iii) that are Excluded Shares), in their capacity as holders of Shares, of the transaction consideration to be received by such holders for their Shares pursuant to the Merger Agreement (the " Transaction Consideration "). At a meeting of the Board held on September 27, 2017, Stifel delivered to the Board its oral opinion, which opinion was confirmed by the delivery of a written opinion, dated September 27, 2017 (the " Opinion "), that, as of the date of the Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such Opinion, the Transaction Consideration to be received by the holders of Shares (excluding any Shares (i) that are held by Parent, Purchaser or any subsidiary of Parent, (ii) that are held by the Company or any subsidiary of the Company or held in the Company's treasury or (iii) that are Excluded Shares), in their capacity as holders of Shares, was fair, from a financial point of view, to such holders.

         The full text of the Opinion is attached to this Schedule 14D-9 as Annex I and is incorporated herein by reference. The summary of the Opinion contained in this Schedule 14D-9 is qualified in its entirety by reference to the full text of the Opinion. Holders of Shares are encouraged to read the Opinion carefully and in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stifel in connection with the Opinion. The Opinion was provided for the information of, and directed to, the Board for its

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information and assistance in connection with its consideration of the financial terms of the Transaction and was only one of many factors considered by the Board in its evaluation of the Transaction. The Opinion addresses only the fairness, from a financial point of view and as of the date of the Opinion, of the per share Transaction Consideration to be received by holders of Shares (excluding any Shares (i) that are held by Parent, Purchaser or any subsidiary of Parent, (ii) that are held by the Company or any subsidiary of the Company or held in the Company's treasury or (iii) that are Excluded Shares) in the Transaction.

        The Board did not impose any limitations on Stifel with respect to the investigations made or procedures followed in rendering its Opinion. In selecting Stifel, the Board considered, among other things, the fact that Stifel is a reputable investment banking firm with substantial experience advising companies in the software sector and in providing strategic advisory services in general, and Stifel's familiarity with the Company and its business. Stifel, as part of its investment banking services, is engaged in the independent valuation of businesses and securities in connection with mergers, acquisitions, underwritings, sales and distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

        In rendering its Opinion, Stifel, among other things:

•

discussed the Transaction and related matters with the Company's counsel and reviewed a draft of the Merger Agreement dated September 27, 2017;



•

reviewed the audited consolidated financial statements of the Company contained in its Annual Reports on Form 10-K for the three years ended January 31, 2017 and unaudited consolidated financial statements of the Company contained in its Quarterly Report on Form 10-Q for the quarter ended July 31, 2017;



•

reviewed and discussed with the Company's management certain other publicly available information concerning the Company;



•

reviewed certain non-publicly available information concerning the Company, including internal financial analyses and forecasts prepared by its management and held discussion with the Company's senior management regarding recent developments;



•

reviewed and analyzed certain publicly available information concerning the terms of selected merger and acquisition transactions that Stifel considered relevant to its analysis;



•

reviewed and analyzed certain publicly available financial and stock market data relating to selected public companies that Stifel deemed relevant to its analysis;



•

participated in certain discussions and negotiations between representatives of the Company and Dassault Systèmes;



•

reviewed the reported prices and trading activity of the equity securities of the Company;



•

considered the results of its efforts, at the direction of the Company, to solicit indications of interest from selected third parties with respect to a merger or other transaction with the Company; and



•

conducted such other financial studies, analyses and investigations and considered such other information as Stifel deemed necessary or appropriate for purposes of its Opinion.

        In rendering its Opinion, Stifel relied upon and assumed, without independent verification, the accuracy and completeness of all of the financial and other information that was provided to Stifel by or on behalf of the Company, or that was otherwise reviewed by Stifel, and has not assumed any responsibility for independently verifying any of such information. With respect to the financial forecasts supplied to Stifel by the Company, Stifel assumed that they had been reasonably prepared on

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the basis reflecting the best currently available estimates and judgments of the management of the Company as to the future operating and financial performance of the Company and that they provided a reasonable basis upon which Stifel could form its opinion (such forecasts and projections were not prepared with the expectation of public disclosure). Stifel's Opinion states that all such projected financial information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions and that, accordingly, actual results could vary significantly from those set forth in such projected financial information. Stifel relied on this projected information without independent verification or analyses and did not in any respect assume any responsibility for the accuracy or completeness thereof.

        Stifel also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of the Company since the date of the last financial statements made available to Stifel. Stifel did not make or obtain any independent evaluation, appraisal or physical inspection of the Company's assets or liabilities, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did Stifel review loan or credit files of the Company, nor was Stifel furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, Stifel assumes no responsibility for their accuracy.

        Stifel assumed, with the consent of the Board, that there were no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the Transaction would be satisfied and not waived. In addition, Stifel assumed that the definitive Merger Agreement would not differ materially from the draft of the Merger Agreement that Stifel reviewed. Stifel also assumed that the Transaction would be consummated substantially on the terms and conditions described in the Merger Agreement, without any waiver of material terms or conditions by the Company or any other party and without any anti-dilution or other adjustment to the Offer Price, and that obtaining any necessary regulatory approvals or satisfying any other conditions to the consummation of the Transaction would not have an adverse effect on the Company or the Transaction. Stifel assumed that the Transaction would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations.

        Stifel further assumed that the Company had relied upon the advice of its counsel, independent accountants and other advisors (other than Stifel) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to the Company, the Transaction and the Merger Agreement.

        Stifel's Opinion was limited to whether the Transaction Consideration to be received by the holders of Shares (excluding any Shares (i) that are held by Parent, Purchaser or any subsidiary of Parent, (ii) that are held by the Company or any subsidiary of the Company or held in the Company's treasury or (iii) that are Excluded Shares), in their capacity as holders of Shares, is fair to the holders of Shares, from a financial point of view, and does not address any other terms, aspects or implications of the Transaction including, without limitation, the form or structure of the Transaction, any consequences of the Transaction on the Company, its stockholders, creditors or otherwise, or any terms, aspects or implications of any voting, tender, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Transaction or otherwise.

        Stifel's Opinion also did not consider, address or include: (i) any other strategic alternatives currently (or which have been or may be) contemplated by the Board; (ii) the legal, tax or accounting consequences of the Transaction on the Company or the holders of Shares; (iii) the fairness of the amount or nature of any compensation to any of the Company's officers, directors or employees, or class of such persons, relative to the compensation to the holders of the Company's securities; (iv) the effect of the Transaction on, or the fairness of the Transaction Consideration to be received by, holders

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of any class of securities of the Company other than the Shares, or any class of securities of any other party to any transaction contemplated by the Merger Agreement; (v) whether Parent or Purchaser has sufficient cash, available lines of credit or other sources of funds to enable it to pay the Transaction Consideration to be received by the holders of Shares (excluding any Shares (a) that are held by Parent, Purchaser or any subsidiary of Parent, (b) that are held by the Company or any subsidiary of the Company or held in the Company's treasury or (c) that are Excluded Shares) in connection with the Transaction; (vi) any advice or opinions provided by any other advisor to the Company or Parent; or (vii) the treatment of, or effect of the Transaction on, Company Stock Options and Company RSUs. Furthermore, Stifel's Opinion did not express any opinion as to the prices, trading range or volume at which the Company's or Parent's securities would trade following public announcement or consummation of the Merger.

        Stifel's Opinion was necessarily based on economic, market, financial and other conditions as they existed, and on the information made available to Stifel by or on behalf of the Company or its advisors, or information otherwise reviewed by Stifel, as of the date of the Opinion. The Opinion stated that subsequent developments from the date of the Opinion may affect the conclusion reached in the Opinion and that Stifel does not have any obligation to update, revise or reaffirm the Opinion. Stifel's Opinion was solely for the information of, and directed to, the Board for its information and assistance in connection with its consideration of the financial terms of the Transaction. Stifel's Opinion did not constitute a recommendation to the Board as to how the Board should vote on the Transaction or to any shareholder of the Company as to whether such shareholder should tender its Shares into the Offer or as to how any such shareholder should vote at any shareholders' meeting at which the Merger is considered, or whether or not any shareholder of the Company should enter into a tender, voting, shareholders', or affiliates' agreement with respect to the Transaction, or exercise any dissenters' or appraisal rights that may be available to such shareholder. In addition, the Opinion did not compare the relative merits of the Transaction with any other alternative transactions or business strategies which may have been available to the Company and did not address the underlying business decision of the Board or the Company to proceed with or effect the Transaction.

        The following represents a brief summary of the material financial analyses performed by Stifel in connection with its Opinion. Some of the summaries of financial analyses performed by Stifel include information presented in tabular format. In order to fully understand the financial analyses performed by Stifel, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the information set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Stifel.

        Except as otherwise noted, the information utilized by Stifel in its analyses, to the extent that it was based on market data, was based on market data as it existed on or before September 27, 2017 and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

        Selected Company Analysis.     Stifel compared the Company, from a financial point of view, to (i) seven publicly traded companies in the software-as-a-service ( "SaaS ") industry that Stifel, in its professional judgment, deemed to be relevant based on their business and financial profiles, including revenue growth rates and EBITDA profitability margins and (ii) six publicly traded companies in the product lifecycle management (" PLM ") and Design industry that Stifel, in its professional judgment, deemed to be relevant based on the end markets served and business models of those companies. Stifel compared the Company's estimated fiscal year 2018 and fiscal year 2019 financial metrics, as provided

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by management, to certain estimated calendar year 2017 and 2018 financial metrics, obtained from available public sources, of the seven selected public SaaS companies and the six public PLM and Design companies. Based on this information:

•

Stifel calculated and compared multiples of enterprise value (" EV "), which Stifel defined as fully-diluted equity value using the treasury stock method, plus debt, preferred stock and minority interests, less cash and cash equivalents, to estimated calendar 2017 and 2018 (i) revenues (" EV/Revenues ") and (ii) pro forma earnings before one-time charges, interest, taxes, stock-based compensation and depreciation and amortization (" EBITDA ", and such multiple, " EV/EBITDA "), in each case, for the Company and the seven selected SaaS public companies; and



•

Stifel calculated and compared multiples of EV to estimated fiscal year 2018 and 2019 EBITDA for the Company and estimated calendar year 2017 and 2018 EBITDA for the six selected PLM and Design public companies. Stifel noted that due to the profitability profile and size of the selected PLM and Design companies, with an average market capitalization of $22.4 billion and average projected EBITDA margins of 34.6%, a revenue multiple was not relevant to the trading values of those companies and therefore was not utilized in its analysis.

        Stifel believed that the group of public SaaS companies listed below had financial profiles similar to those of the Company, but noted that none of these companies had the same management, composition, size, operations, financial profile, or combination of businesses as the Company:

Selected SaaS Companies

•

Amber Road, Inc.



•

Bazaarvoice, Inc.



•

Brightcove Inc.



•

Channeladvisor Corporation



•

HealthStream, Inc.



•

LivePerson, Inc.



•

SPS Commerce, Inc.

        The following table summarizes the multiples for the selected SaaS companies indicated by this analysis and the ranges of multiples selected by Stifel for its analysis.