Common stock valuation for

Meetly
Valuation date March 1, 2019
Prepared by Carta Valuations LLC on Oct. 11, 2022
TABLE OF CONTENTS

Introduction

Letter of engagement .............................................................................................................................................3

Valuation summary .................................................................................................................................................5

Company overview

Company overview .................................................................................................................................................6

Financials overview .................................................................................................................................................7
Capitalization ..........................................................................................................................................................8
Discussion of methodology ....................................................................................................................................9

Valuation results

Comparable public companies statistics ............................................................................................................ 12

Subject company transaction method ............................................................................................................... 15
Equity allocation discussion ................................................................................................................................ 17
Discount for lack of marketability ........................................................................................................................ 26

Report certification

Appraiser bio and credentials ............................................................................................................................. 27

Representation of Carta Valuations LLC ............................................................................................................. 32
Statement of assumptions and limiting conditions ............................................................................................ 33

Appendix

Economic overview .............................................................................................................................................. 41

Economic outlook ................................................................................................................................................ 47
Major products ..................................................................................................................................................... 51
Operating conditions ..............................................................................................................................................0
Industry structure ....................................................................................................................................................0
Valuation methodologies ..................................................................................................................................... 57
Allocation ............................................................................................................................................................. 60
Discount for lack of marketability ........................................................................................................................ 65

CONFIDENTIAL
409A Valuation for Meetly

Aaron Kim Oct. 11, 2022

Chief Executive Officer

MEETLY
870 MARKET ST BSMT SAN FRANCISCO, CA 94102-3099

This report details the valuation analysis used to derive the fair market value of the common equity of Meetly (here-
inafter referred to as “Meetly” or the “Company”) on a per share basis (“Subject Interest”) as of March 1, 2019 (“Val-
uation Date”). It is understood that the valuation of the Subject Interest, as developed in this report, will be used for
tax planning and financial reporting purposes in recognition of Internal Revenue Code Section 409A (“409A”) and
FASB Accounting Standards Codification Topic 718 – Stock Compensation (“ASC 718”). As such, this report should
not be used for any other purpose.

The analysis was prepared following the guidance of the American Institute of Certified Public Accountants (“AIC-
PA”) Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensa-
tion (the “AICPA Guide”).

The definition of fair market value is predicated on IRS Revenue Ruling 59-60.

STANDARD OF VALUE

For income tax purposes, the appropriate standard of value is fair market value ("FMV"), which is defined as:

The price, expressed in terms of cash equivalents, at which such property would change hands between a hypothetical willing and
able buyer and a hypothetical willing and able seller, acting at arm’s length in an open and unrestricted market, when neither is under
compulsion to buy or to sell, and when both have reasonable knowledge of relevant facts.

For financial reporting purposes, the appropriate standard of value is fair value ("FV"), which is defined as:

The amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing
parties, that is, other than in a forced or liquidation sale.

According to the May 7, 2003 FASB Board meeting, the above definition of fair value is consistent with the defini-
tion of fair market value in Internal Revenue Ruling 59-60. We are not aware of any facts that would cause a differ-
ence in our conclusions on a fair market value basis compared with fair value. As such, it is not unreasonable that
our conclusion of fair value for financial reporting purposes be consistent with our conclusion of fair market value
for tax reporting purposes.

SCOPE OF ENGAGEMENT

This report was created in compliance with guidance regarding valuation methodologies published by the AICPA.

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409A Valuation for Meetly

We considered differences between the Company’s preferred and common shares, as applicable, with respect to
liquidation preferences, conversion rights, voting rights, and other features. We also considered appropriate ad-
justments to recognize lack of marketability related to the Subject Interest.

SCOPE OF ANALYSIS

Carta Valuations, LLC has based this report on information provided and represented by the management of Meetly
(“Management”). Our review and analysis included, but was not necessarily limited to, the following steps:

• Communication with Management concerning the assets, financial and operating history and forecasted
future operations of the Company;
• Analysis of audited and unaudited historical and forecast financial statements, as applicable, and other
financial and operational data concerning the Company;
• Review of corporate documents including, but not limited to, the capitalization summary of preferred stock
(“Preferred Stock” or “Preferred Shares”), Common Stock, options and warrants;
• Analysis of the Company, its financial and operating history, the nature of its product(s)/service(s),
technologies and its competitive position;
• Analysis of the industry in which the Company competes, the stage of the development of the Company’s
target markets and the pace of adoption of its chosen technology platforms;
• Research and analysis concerning comparable public companies and transactions involving comparable
public and private companies;
• Analysis concerning the current economic conditions and outlook for the US economy, as well as applicable
global economic conditions; and
• Analysis and estimation of the FMV and FV of the common equity on a non-marketable, minority interest basis
as of the Valuation Date.

CONCLUSIONS

Based on the information provided and the analysis conducted, and subject to the attached Statement of Assump-
tions and Limiting Conditions, it is our opinion that the fair value and fair market value of one share of the Compa-
ny’s common stock on a non-marketable, minority basis as of the Valuation Date is as follows:

Common Stock of Meetly: $1.62

Carta Valuations LLC's fee for this service is not contingent upon the results of the Valuation expressed herein. This
Valuation is subject to the terms and conditions of the master subscription agreement between eShares, Inc. (an
affiliate of Carta Valuations LLC) and Meetly executed on July 4, 2022.

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409A Valuation for Meetly

VALUATION SUMMARY

Company value

Approach Value Weighting

Market approach (subject company transaction method) $55,169,000 100.00%

Concluded value $55,169,000 100.00%

Common share value

Inputs Conclusion

Allocation methodology Option pricing model

Fully marketable value $2.71

Discount for lack of marketability 40.00%

Concluded fair market value $1.62

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409A Valuation for Meetly

COMPANY OVERVIEW

Meetly is a human resource technology company operating mainly in the US with a small subsidiary located in the
UK. The Company provides an HR platform to early stage companies ranging anywhere from 1 person in headcount
to 250 employees. Meetly was founded in 2012.

Company Update
The Company has met targets set out by Management since the prior valuation. In the prior twelve months, the
Company grew employee headcount, secured new facilities, and closed multiple new deals. Additionally, the Com-
pany has continued investment in R&D, and plans to launch a new product feature shortly after the Valuation Date.

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MEETLY FINANCIALS

Income statement

Metric Historical[1] LTM[2] NTM[3] 2019 2020

Revenue $10,000 $1,439,854 $5,500,000 $5,000,000 $6,000,000

EBITDA ($234,893) ($3,487,503) ($2,000,000) ($2,000,000) ($2,000,000)

Financial Metrics Balance sheet as of Feb. 28, 2019

Metric Value Metric Value

EBITDA Margin -242.21% Cash and cash equivalents $125,000

Historical growth rate 14298.54% Interest bearing liabilities $0

Projected growth rate 281.98%

[1] 'Historical' refers to the period from March 1, 2017 to Feb. 28, 2018.
[2] 'LTM' refers to the period from March 1, 2018 to Feb. 28, 2019.
[3] 'NTM' refers to the period from March 1, 2019 to Feb. 29, 2020.

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409A Valuation for Meetly

CAPITALIZATION

Share classes

Outstanding shares Shares outstanding Warrants Options Total

Series A Preferred 3,631,191 0 0 3,631,191

Series B Preferred 3,029,344 0 0 3,029,344

Series C Preferred 1,805,206 0 0 1,805,206

Series D Preferred 1,000,000 0 0 1,000,000

Series Seed Preferred 1,257,038 285,000 0 1,542,038

Common 5,450,812 0 3,686,846 9,137,658

Total 16,173,591 285,000 3,686,846 20,145,437

Liquidation preferences

Share class Liquidation rank Issue price Multiplier Dividend type Dividend rate Participation Y/N Participation cap Conversion ratio

Series A Preferred 1 $0.45 1.00 Non-Cumulative N/M N N/A 1.00

Series B Preferred 1 $1.22 1.00 Non-Cumulative N/M N N/A 1.00

Series C Preferred 1 $2.75 1.00 Non-Cumulative N/M N N/A 1.00

Series D Preferred 1 $5.36 1.00 Non-Cumulative N/M N N/A 1.00

Series Seed Preferred 1 $0.27 1.00 Non-Cumulative N/M N N/A 1.00

Common 2 — 1.00 N/A N/A N/A N/A 1.00

Lowest number liquidation preference is paid out first.

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409A Valuation for Meetly

VALUATION METHODOLOGY SUMMARY

Selected valuation approaches

The first step in valuing the Company's common shares was to determine the value of the Company. In arriving at
a conclusion of the Company value, we considered the methodologies below:

Market approach: Subject company transaction method

This methodology consists of examining prior transactions of the subject Company. According to the AICPA guide-
lines, recent securities transactions in the Company's stock should be considered as a relevant input for computing
the enterprise valuation.

Given that there were security transactions near the Valuation Date, the Subject Company Transaction Method was
used. Detailed discussion and information about this approach can be found in the exhibits and appendix.

Market approach: Guideline public company method

The Guideline (or Comparable) Publicly Traded Company Methodology within the Market Approach relies on an
analysis of publicly traded companies similar in industry and/or business model to the Company. This methodolo-
gy uses these guideline companies to develop relevant market multiples and ratios, using metrics such as revenue,
earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA),
net income and/or tangible book value. These multiples and values are then applied to the Company's correspond-
ing financial metrics. Since no two companies are perfectly comparable, premiums or discounts may be applied to
the subject company's metrics if its position in its industry is significantly different from the position of the guide-
line companies, or if its intangible attributes are significantly different.

Given this context, and the Company's recent arm's length financing, the value indication from the Subject Trans-
action Method was considered a more relevant indicator of value.

Market approach: Guideline M&A transaction method

The Guideline Transactions Methodology of the Market Approach uses prices paid in merger and acquisitions tar-
geting companies similar to the Subject Company. These acquisition values were used in conjunction with the
transaction targets' financials to calculate implied exit multiples. These multiples are then applied to the Compa-
ny's corresponding financial data.

Given the recent financing, the value indication from the Subject Company Transaction Method was considered
more appropriate. Accordingly, the Guideline Transaction Methodology was not selected.

Income approach: Discounted cash flow

This approach focuses on the income-producing capability of a business. Carta Valuations LLC reviewed the Com-
pany's historical financials and any forecasts provided by Management.

The Company has not achieved profitability as of the Valuation Date and does not project consistent margins or
stable cash flows in the near-term. Given this context, and the Company's recent arm's length financing, the value
indication from the Subject Transaction Method was considered a more relevant indicator of value.

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409A Valuation for Meetly

Asset approach
The asset approach measures the value of an asset by the cost to recreate or replace it with another of like utility.
When applied to the valuation of equity interests in businesses, value is based on the net aggregate fair market
value of the entity's underlying individual assets. This approach is frequently used in valuing holding companies or
capital-intensive businesses. This methodology was considered and not used, as it does not accurately represent
the going concern value of the Company.

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GUIDELINE PUBLIC COMPANY DISCUSSION

Public companies selected

A global list of companies that could be considered similar to Meetly was compiled for comparative purposes from
a variety of sources including Capital IQ and our communication with management. We selected publicly traded
guideline companies based on consideration of: business descriptions, operations and geographic presence, fi-
nancial size and performance, stock liquidity, and management recommendations regarding most similar compa-
nies. Refer to the Appendix for business descriptions of the selected guideline public companies.

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409A Valuation for Meetly

COMPARABLE COMPANY STATISTICS

Selected industry: ERP and HR Software, ($USD in thousands)

Company LTM revenue Historic growth rate Projected growth EBITDA margin Projected EBITDA margin Historical EBITDA growth Projected EBITDA growth

ACI Worldwide, Inc. $1,010,000 -1.41% 9.59% 22.11% 28.60% 25.42% 41.76%

American Software, Inc. $112,000 2.00% 2.53% 9.47% 13.87% -35.73% 50.22%

Asure Software, Inc. $80,000 63.43% 26.26% 18.30% 22.02% 143.05% 51.94%

Ceridian HCM Holding Inc. $746,000 11.27% 9.06% 15.63% 22.72% 17.05% 58.50%

Miroku Jyoho Service Co., Ltd. $276,000 9.49% 8.18% 18.31% 19.37% 2.87% 14.48%

Model N, Inc. $151,000 5.96% -5.15% -7.95% 6.59% -48.88% 178.58%

PROS Holdings, Inc. $197,000 16.71% 17.85% -18.30% -5.34% -32.95% 65.62%

Paylocity Holding Corporation $418,000 25.13% 20.58% 10.44% 28.77% 74.89% 232.24%

Smartsheet Inc. $159,000 61.83% 42.24% -27.86% -15.90% 4.86% 18.79%

TriNet Group, Inc. $3,503,000 6.96% -73.50% 7.79% 40.02% 16.17% 36.11%

Tyler Technologies, Inc. $935,000 11.22% 16.26% 20.51% 28.94% -1.34% 64.03%

UKG Inc. $1,141,000 21.24% 19.77% 11.65% 23.68% 79.07% 143.44%

Minimum $80,000 -1.41% -73.50% -27.86% -15.90% -48.88% 14.48%

10th percentile $116,000 2.40% -4.39% -17.27% -4.15% -35.45% 20.52%

25th percentile $157,000 6.71% 6.77% 3.86% 12.05% -9.25% 40.34%

Mean $727,000 19.49% 7.81% 6.68% 17.78% 20.37% 79.64%

Median $347,000 11.25% 12.92% 11.05% 22.37% 10.52% 55.22%

75th percentile $954,000 22.21% 19.97% 18.30% 28.64% 37.79% 85.07%

90th percentile $1,127,000 58.16% 25.69% 20.29% 28.93% 78.65% 175.07%

Maximum $3,503,000 63.43% 42.24% 22.11% 40.02% 143.05% 232.24%

Meetly $1,440 14298.54% 281.98% -242.21% -36.36% -1384.72% 42.65%

Source: Capital IQ

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409A Valuation for Meetly

COMPARABLE COMPANY RANKINGS

Selected industry: ERP and HR Software, (From highest to lowest)

Rank LTM revenue Historic growth rate Projected growth EBITDA margin Projected EBITDA margin Historical EBITDA growth Projected EBITDA growth

1 TriNet Group, Inc. Meetly Meetly ACI Worldwide, Inc. TriNet Group, Inc. Asure Software, Inc. Paylocity Holding Corporation

2 UKG Inc. Asure Software, Inc. Smartsheet Inc. Tyler Technologies, Inc. Tyler Technologies, Inc. UKG Inc. Model N, Inc.

3 ACI Worldwide, Inc. Smartsheet Inc. Asure Software, Inc. Miroku Jyoho Service Co., Ltd. Paylocity Holding Corporation Paylocity Holding Corporation UKG Inc.

4 Tyler Technologies, Inc. Paylocity Holding Corporation Paylocity Holding Corporation Asure Software, Inc. ACI Worldwide, Inc. ACI Worldwide, Inc. PROS Holdings, Inc.

5 Ceridian HCM Holding Inc. UKG Inc. UKG Inc. Ceridian HCM Holding Inc. UKG Inc. Ceridian HCM Holding Inc. Tyler Technologies, Inc.

6 Paylocity Holding Corporation PROS Holdings, Inc. PROS Holdings, Inc. UKG Inc. Ceridian HCM Holding Inc. TriNet Group, Inc. Ceridian HCM Holding Inc.

7 Miroku Jyoho Service Co., Ltd. Ceridian HCM Holding Inc. Tyler Technologies, Inc. Paylocity Holding Corporation Asure Software, Inc. Smartsheet Inc. Asure Software, Inc.

8 PROS Holdings, Inc. Tyler Technologies, Inc. ACI Worldwide, Inc. American Software, Inc. Miroku Jyoho Service Co., Ltd. Miroku Jyoho Service Co., Ltd. American Software, Inc.

9 Smartsheet Inc. Miroku Jyoho Service Co., Ltd. Ceridian HCM Holding Inc. TriNet Group, Inc. American Software, Inc. Tyler Technologies, Inc. Meetly

10 Model N, Inc. TriNet Group, Inc. Miroku Jyoho Service Co., Ltd. Model N, Inc. Model N, Inc. PROS Holdings, Inc. ACI Worldwide, Inc.

11 American Software, Inc. Model N, Inc. American Software, Inc. PROS Holdings, Inc. PROS Holdings, Inc. American Software, Inc. TriNet Group, Inc.

12 Asure Software, Inc. American Software, Inc. Model N, Inc. Smartsheet Inc. Smartsheet Inc. Model N, Inc. Smartsheet Inc.

13 Meetly ACI Worldwide, Inc. TriNet Group, Inc. Meetly Meetly Meetly Miroku Jyoho Service Co., Ltd.

Meetly 13/13 1/13 1/13 13/13 13/13 13/13 9/13

Source: Capital IQ

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409A Valuation for Meetly

REVENUE MULTIPLES

Selected industry: ERP and HR Software, ($USD in Millions)

Name MVIC LTM NTM 2019 2020 2021

ACI Worldwide, Inc. $4,512.62 4.47x 4.08x 4.11x 3.97x -

American Software, Inc. $362.19 3.24x 3.16x 3.16x 2.94x -

Asure Software, Inc. $208.68 2.61x 2.07x 1.99x 1.81x -

Ceridian HCM Holding Inc. $7,608.93 10.19x 9.35x 9.35x 8.28x 7.19x

Miroku Jyoho Service Co., Ltd. $936.90 3.39x 3.14x 3.14x - -

Model N, Inc. $602.09 4.00x 4.21x 4.21x 3.78x -

PROS Holdings, Inc. $1,838.51 9.33x 7.92x 7.92x 6.80x 5.98x

Paylocity Holding Corporation $4,605.80 11.03x 9.14x 9.14x 7.62x 6.22x

Smartsheet Inc. $3,939.90 24.85x 17.47x 16.16x 12.07x 8.56x

TriNet Group, Inc. $4,744.60 1.35x 5.11x 5.11x 4.63x -

Tyler Technologies, Inc. $7,899.08 8.45x 7.26x 7.26x 6.55x -

UKG Inc. $10,512.44 9.22x 7.70x 7.70x 6.44x 5.33x

Minimum $208.68 1.35x 2.07x 1.99x 1.81x 5.33x

10th percentile $386.18 2.67x 3.14x 3.14x 2.94x 5.59x

25th percentile $853.19 3.35x 3.85x 3.87x 3.88x 5.98x

Mean $3,980.98 7.68x 6.72x 6.60x 5.90x 6.66x

Median $4,226.26 6.46x 6.19x 6.19x 6.44x 6.22x

75th percentile $5,460.68 9.54x 8.22x 8.22x 7.21x 7.19x

90th percentile $7,870.06 10.95x 9.33x 9.33x 8.28x 8.01x

Maximum $10,512.44 24.85x 17.47x 16.16x 12.07x 8.56x

Source: Capital IQ

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MARKET APPROACH: SUBJECT COMPANY TRANSACTION METHOD

The Market Approach: Subject Company Transaction Method calculates the implied total value of an enterprise by
accounting for all share class rights and preferences, as of the date of the latest financing. In order to determine the
value of the Company’s common shares, the Company’s recently closed round of financing was used, whereby the
Company sold shares of Series D Preferred for $5.36 per share. The total equity value implied by this transaction
was then applied in the context of an option pricing model to determine the value of each class of the Company’s
shares.

Equity value calculation

As noted above, this analysis considers the Series D Preferred transaction, specifically those shares issued in ex-
change for new capital. The analysis uses the Black-Scholes option pricing model (OPM) to determine the value of
the Company that results in a cumulative value of the transacted shares equal to the amount paid for those shares,
or $5.36 per share. For purposes of determining company value with a Black-Scholes OPM, five key inputs are re-
quired:

▪ Total consideration of the most recent transaction (discussed above);

▪ The rights and preferences of the shareholders (discussed above);
▪ Time to liquidity;
▪ Risk free rate;
▪ Volatility

Time to liquidity
In the context of the OPM, the time to a liquidity event (otherwise referred to as “time to exit”) constitutes the time
until the Company issues an initial public offering (“IPO”), is acquired, or liquidates assets through a dissolution
sale. In determining the time to liquidity, the analysis relied upon guidance from Management.

Risk-free rate
The risk free rate used is the constant maturity US Treasury rate corresponding to the applicable time to liquidity.
A risk free rate of 2.550% was applied which represents the US Treasury rate as of the Valuation Date.

Volatility
The analysis considered the volatility of companies operating in the Company’s comparable industry as well as the
Company's capital structure and risk profile relative to the peer group. The list of companies was further refined
to include only companies with securities traded on major exchanges with sufficient pricing and volume. Typically,
size and volatility are inversely correlated. A volatility of 60.00% was selected for the Company.

Conclusion
Given the proximity of the transaction and Valuation Date and guidance from Management, no market adjustment
to equity value was utilized in this analysis. Based on the Black-Scholes model, a value of $55,169,000 is necessary
to provide a fair value of $5.36 per share for the Series D Preferred shares issued in exchange for new capital.

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BACKSOLVE INPUTS

Inputs Value

Selected preferred share class Series D Preferred

Backsolve date March 1, 2019

Risk-free interest rate 2.550%

Volatility 60.00%

Weighted time to exit 2.00 year(s)

Calculated backsolve value (rounded) $55,169,000

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ALLOCATION

After the value of the Company was determined, it was allocated among the various share classes. The three allo-
cation approaches considered are outlined below:

Option pricing model (OPM)

The OPM allocates a company’s equity value among the various capital investors. The OPM takes into account the
preferred shareholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to de-
termine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future
date.

Option pricing model inputs

Inputs Value

Equity value $55,169,000

Risk-free interest rate 2.550%

Selected equity volatility 60.00%

Probability weighted time to exit 2.00 years

To calculate the fair market value of Common Stock, the Black-Scholes Option Pricing Model was used. The Black-
Scholes implementation of the Option Pricing Method treats the rights of holders of various classes of securities
(preferred stock, common stock, warrants, and options) as call options on any value of the Company above a se-
ries of breakpoints. For the Company, these breakpoints were set after examining the Certificate of Incorporation,
warrant and option agreements, and management’s records of the numbers of securities outstanding as of the Val-
uation Date. The values of the breakpoints were calculated by reviewing:

▪ The liquidation preferences of preferred stock (including seniority of any series of preferred stock);
▪ The participation rights of preferred stock (including any caps on such participation);
▪ The strike prices of warrants and options

The Black-Scholes Model requires a series of variables, including the: value of company, time to liquidity event,
risk-free rate, and volatility. Below are the key assumptions for each of these variables.

Company value
The implied equity value of $55,169,000 was used as the underlying value of the Company.

Time to liquidity
In the context of the OPM, the time to a liquidity event (otherwise referred to as “time to exit”) constitutes the time
until the Company issues an initial public offering (“IPO”), is acquired, or liquidates assets through a dissolution
sale. In determining the time to liquidity, Carta Valuations LLC incorporated guidance from management in the
probability weighted time to exit that accounts for different exit, financing, or dissolution scenarios. As for the se-
lected time to exit used in the DLOM, it reflects an approximation of the time to an IPO or M&A event.

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409A Valuation for Meetly

As per Section 6.37 of the AICPA Practice Aid, "...for early-stage firms, the next round of financing may be highly
uncertain. Using a term in the OPM based on the expected time to exit, including the likelihood of dissolution in the
short term, while still estimating the discount for lack of marketability based on the expected time to a successful
exit may provide a more representative value for common stock in situations in which the company's ability to raise
the next round of funding is highly uncertain."

Risk-free rate
It is commonly accepted that US Treasury securities are a good proxy for the risk-free rate. We used the yield, as of
March 1, 2019 of the 2.00 year US Treasury bond, a maturity which closely approximates the forecasted liquidity
horizon of the Company.

Volatility
The estimate for expected volatilities, over the estimated time to a liquidity event, was based upon an analysis of
the historical volatility of guideline public companies as well as factors specific to the Company, including, but not
limited to, size, expected growth and relative risk. A volatility of 60.00% was selected for the Company.

Probability weighted expected return method (PWERM)

The Probability Weighted Expected Return Method of allocating value between security holders analyzes the capi-
tal structure of a business at the time of several different potential future outcomes. It assumes that the likelihood,
timing, and size of financial success or failure can be estimated. This method involves a forward-looking analysis
of the possible future outcomes available to the enterprise, the estimation of ranges of future and present value
under each outcome, and the application of a probability factor to each outcome as of the Valuation Date.

Given the subjectivity and difficulty associated with estimating exit values and lack of empirical data to support the
values at the Company’s current stage of development, the probability-weighted expected return method was not
selected.

Current value method

The Current Value Method allocates the Company's current value among various equity owners based on liqui-
dation preferences and other rights under the assumption that all capital owners act to maximize their financial
return. According to AICPA guidelines, the Current Value Method is applicable in three circumstances: 1) the as-
sumption of an imminent liquidity event in the form of an acquisition or dissolution of a company; 2) when a com-
pany is assumed to be at such an early stage of its development that no material progress has been made on its
business plan, no significant value has been created above the liquidation preference of the senior securities, and
there is no reasonable basis for estimating the amount and timing of any such common equity above the liquida-
tion preference that might be created in the future; and 3) In the case of a simple capital structure, the equity value
is allocated pro rata to the common stock, consistent with a Current Value Method allocation methodology.

The Company is early in its development and does not face an imminent liquidity/dissolution event as of the Valu-
ation Date. Therefore, the Current Value Method was not selected.

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VOLATILITY SELECTION

Selected industry: ERP and HR Software

Comparable company Symbol Equity volatility

ACI Worldwide, Inc. ACIW 29.27%

American Software, Inc. AMSW.A 33.63%

Asure Software, Inc. ASUR 61.19%

Ceridian HCM Holding Inc. CDAY 44.81%

Miroku Jyoho Service Co., Ltd. 9928:TSE 37.37%

Model N, Inc. MODN 32.88%

PROS Holdings, Inc. PRO 35.21%

Paylocity Holding Corporation PCTY 34.79%

Smartsheet Inc. SMAR 64.44%

TriNet Group, Inc. TNET 35.61%

Tyler Technologies, Inc. TYL 21.36%

UKG Inc. ULTI 30.27%

Minimum 21.36%

10th percentile 29.37%

25th percentile 32.23%

Mean 38.40%

Median 35.00%

75th percentile 39.23%

90th percentile 59.55%

Maximum 64.44%

Selected volatility 60.00%

The volatility represents the normalized, standard deviation of the natural log of daily price returns of the comparable public companies. All pricing data is sourced from CapitalIQ.

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409A Valuation for Meetly

BREAKPOINTS

Description From To Delta Option Incremental

value value

Liquidation preference: Series Seed Preferred, Series A Preferred, Series B Preferred, Series C $0 $15,969,111 $15,969,111 $40,635,910 $14,532,853
Preferred, Series D Preferred

Participates: Common $15,969,111 $16,241,652 $272,541 $40,412,803 $223,107

Exercises: Common $0.05 Strike $16,241,652 $16,901,629 $659,977 $39,877,281 $535,522

Exercises: Common $0.17 Strike $16,901,629 $17,070,131 $168,501 $39,741,638 $135,643

Exercises: Common $0.2 Strike $17,070,131 $17,461,217 $391,086 $39,428,522 $313,116

Converts to common: Series Seed Preferred, Series Seed Preferred Warrants $0.265 Strike $17,461,217 $18,821,792 $1,360,575 $38,357,897 $1,070,625

Converts to common: Series A Preferred $18,821,792 $19,996,736 $1,174,944 $37,456,841 $901,056

Exercises: Common $0.55 Strike $19,996,736 $21,046,800 $1,050,065 $36,670,015 $786,826

Exercises: Common $0.64 Strike $21,046,800 $25,276,590 $4,229,790 $33,675,255 $2,994,760

Exercises: Common $0.97 Strike $25,276,590 $25,661,919 $385,329 $33,416,108 $259,147

Exercises: Common $1 Strike $25,661,919 $28,499,544 $2,837,625 $31,575,748 $1,840,360

Converts to common: Series B Preferred $28,499,544 $28,658,820 $159,276 $31,475,935 $99,813

Exercises: Common $1.23 Strike $28,658,820 $41,005,322 $12,346,501 $24,759,518 $6,716,417

Exercises: Common $2 Strike $41,005,322 $53,031,659 $12,026,338 $19,825,195 $4,934,323

Converts to common: Series C Preferred $53,031,659 $66,411,902 $13,380,242 $15,693,098 $4,132,097

Exercises: Common $3.5 Strike $66,411,902 $99,604,414 $33,192,513 $9,280,476 $6,412,622

Converts to common: Series D Preferred $99,604,414 $187,047,242 $87,442,828 $3,029,889 $6,250,586

Converts to common: Common $10 Strike $187,047,242 Infinity Infinity $0 $3,029,889

CONFIDENTIAL 20
409A Valuation for Meetly

OPTION PRICING MODEL

Percentages

Share classes 1 2 3 4 5 6 7 8 9 10

Series D Preferred 33.56% - - - - - - - - -

Series C Preferred 31.09% - - - - - - - - -

Series B Preferred 23.14% - - - - - - - - -

Series A Preferred 10.12% - - - - - 32.45% 31.12% 28.33% 28.27%

Series Seed Preferred 2.09% - - - - 16.63% 11.23% 10.77% 9.81% 9.79%

Common - 100.00% 99.11% 97.05% 90.59% 72.11% 48.71% 46.72% 42.53% 42.44%

Common $0.05 Strike - - 0.89% 0.87% 0.81% 0.65% 0.44% 0.42% 0.38% 0.38%

Common $0.17 Strike - - - 2.08% 1.94% 1.55% 1.04% 1.00% 0.91% 0.91%

Common $0.2 Strike - - - - 6.65% 5.29% 3.57% 3.43% 3.12% 3.11%

Series Seed Preferred Warrants $0.265 Strike - - - - - 3.77% 2.55% 2.44% 2.22% 2.22%

Common $0.55 Strike - - - - - - - 4.09% 3.72% 3.72%

Common $0.64 Strike - - - - - - - - 8.97% 8.95%

Common $0.97 Strike - - - - - - - - - 0.21%

Common $1 Strike - - - - - - - - - -

Common $1.23 Strike - - - - - - - - - -

Common $2 Strike - - - - - - - - - -

Common $3.5 Strike - - - - - - - - - -

Common $10 Strike - - - - - - - - - -

Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

CONFIDENTIAL 21
409A Valuation for Meetly

Percentages cont.

Share classes 11 12 13 14 15 16 17 18

Series D Preferred - - - - - - 5.31% 4.96%

Series C Preferred - - - - 10.12% 10.12% 9.58% 8.96%

Series B Preferred - 19.02% 18.89% 18.89% 16.98% 16.98% 16.07% 15.04%

Series A Preferred 28.15% 22.80% 22.65% 22.65% 20.35% 20.35% 19.27% 18.02%

Series Seed Preferred 9.75% 7.89% 7.84% 7.84% 7.05% 7.04% 6.67% 6.24%

Common 42.26% 34.22% 33.99% 33.99% 30.55% 30.54% 28.92% 27.06%

Common $0.05 Strike 0.38% 0.31% 0.31% 0.31% 0.27% 0.27% 0.26% 0.24%

Common $0.17 Strike 0.91% 0.73% 0.73% 0.73% 0.66% 0.66% 0.62% 0.58%

Common $0.2 Strike 3.10% 2.51% 2.49% 2.49% 2.24% 2.24% 2.12% 1.99%

Series Seed Preferred Warrants $0.265 Strike 2.21% 1.79% 1.78% 1.78% 1.60% 1.60% 1.51% 1.41%

Common $0.55 Strike 3.70% 3.00% 2.98% 2.98% 2.68% 2.68% 2.53% 2.37%

Common $0.64 Strike 8.92% 7.22% 7.17% 7.17% 6.45% 6.45% 6.10% 5.71%

Common $0.97 Strike 0.21% 0.17% 0.17% 0.17% 0.15% 0.15% 0.14% 0.13%

Common $1 Strike 0.42% 0.34% 0.34% 0.34% 0.30% 0.30% 0.29% 0.27%

Common $1.23 Strike - - 0.67% 0.67% 0.60% 0.60% 0.57% 0.53%

Common $2 Strike - - - 0.00% 0.00% 0.00% 0.00% 0.00%

Common $3.5 Strike - - - - - 0.03% 0.03% 0.03%

Common $10 Strike - - - - - - - 6.45%

Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

CONFIDENTIAL 22
409A Valuation for Meetly

$USD

Share classes 1 2 3 4 5 6 7 8 9 10

Series D Preferred $4,877,923 - - - - - - - - -

Series C Preferred $4,517,827 - - - - - - - - -

Series B Preferred $3,363,400 - - - - - - - - -

Series A Preferred $1,470,548 - - - - - $292,397 $244,880 $848,411 $73,263

Series Seed Preferred $303,155 - - - - $178,047 $101,221 $84,772 $293,701 $25,362

Common - $223,107 $530,750 $131,636 $283,666 $772,055 $438,920 $367,592 $1,273,557 $109,976

Common $0.05 Strike - - $4,771 $1,183 $2,550 $6,940 $3,946 $3,304 $11,449 $989

Common $0.17 Strike - - - $2,823 $6,084 $16,558 $9,413 $7,884 $27,313 $2,359

Common $0.2 Strike - - - - $20,816 $56,656 $32,210 $26,975 $93,458 $8,070

Series Seed Preferred Warrants $0.265 Strike - - - - - $40,368 $22,949 $19,220 $66,589 $5,750

Common $0.55 Strike - - - - - - - $32,198 $111,553 $9,633

Common $0.64 Strike - - - - - - - - $268,729 $23,206

Common $0.97 Strike - - - - - - - - - $540

Common $1 Strike - - - - - - - - - -

Common $1.23 Strike - - - - - - - - - -

Common $2 Strike - - - - - - - - - -

Common $3.5 Strike - - - - - - - - - -

Common $10 Strike - - - - - - - - - -

Total $14,532,853 $223,107 $535,522 $135,643 $313,116 $1,070,625 $901,056 $786,826 $2,994,760 $259,147

CONFIDENTIAL 23
409A Valuation for Meetly

$USD cont.

Share classes 11 12 13 14 15 16 17 18

Series D Preferred - - - - - - $331,676 $150,401

Series C Preferred - - - - $418,114 $648,687 $598,744 $271,504

Series B Preferred - $18,984 $1,268,916 $932,189 $701,643 $1,088,572 $1,004,762 $455,616

Series A Preferred $518,107 $22,755 $1,521,015 $1,117,389 $841,040 $1,304,841 $1,204,380 $546,134

Series Seed Preferred $179,357 $7,877 $526,542 $386,816 $291,150 $451,707 $416,930 $189,059

Common $777,735 $34,158 $2,283,209 $1,677,323 $1,262,493 $1,958,708 $1,807,906 $819,806

Common $0.05 Strike $6,991 $307 $20,525 $15,078 $11,349 $17,608 $16,252 $7,370

Common $0.17 Strike $16,680 $733 $48,966 $35,972 $27,076 $42,007 $38,773 $17,582

Common $0.2 Strike $57,073 $2,507 $167,550 $123,088 $92,646 $143,737 $132,671 $60,160

Series Seed Preferred Warrants $0.265 Strike $40,665 $1,786 $119,379 $87,700 $66,010 $102,413 $94,528 $42,864

Common $0.55 Strike $68,123 $2,992 $199,990 $146,919 $110,584 $171,566 $158,357 $71,808

Common $0.64 Strike $164,108 $7,208 $481,773 $353,927 $266,395 $413,301 $381,481 $172,985

Common $0.97 Strike $3,817 $168 $11,205 $8,232 $6,196 $9,612 $8,872 $4,023

Common $1 Strike $7,705 $338 $22,619 $16,617 $12,507 $19,404 $17,911 $8,122

Common $1.23 Strike - - $44,727 $32,858 $24,731 $38,370 $35,416 $16,059

Common $2 Strike - - - $215 $162 $252 $232 $105

Common $3.5 Strike - - - - - $1,838 $1,696 $769

Common $10 Strike - - - - - - - $195,521

Total $1,840,360 $99,813 $6,716,417 $4,934,323 $4,132,097 $6,412,622 $6,250,586 $3,029,889

CONFIDENTIAL 24
409A Valuation for Meetly

OPTION PRICING MODEL RESULTS

Share class Share class value Shares outstanding Fully marketable value

Series D Preferred $5,360,000 1,000,000 $5.36

Series C Preferred $6,454,877 1,805,206 $3.58

Series B Preferred $8,834,082 3,029,344 $2.92

Series A Preferred $10,005,163 3,631,191 $2.76

Series Seed Preferred $3,435,697 1,257,038 $2.73

Common $14,752,599 5,450,812 $2.71

Common $0.05 Strike $130,613 49,000 $2.67

Common $0.17 Strike $300,222 116,900 $2.57

Common $0.2 Strike $1,017,618 400,000 $2.54

Series Seed Preferred Warrants $0.265 Strike $710,221 285,000 $2.49

Common $0.55 Strike $1,083,723 477,445 $2.27

Common $0.64 Strike $2,533,111 1,150,159 $2.20

Common $0.97 Strike $52,664 26,750 $1.97

Common $1 Strike $105,223 54,000 $1.95

Common $1.23 Strike $192,161 106,778 $1.80

Common $2 Strike $967 700 $1.38

Common $3.5 Strike $4,303 5,114 $0.84

Common $10 Strike $195,521 1,300,000 $0.15

CONFIDENTIAL 25
409A Valuation for Meetly

DISCOUNT FOR LACK OF MARKETABILITY

When selecting a discount for lack of marketability (“DLOM”) to be applied to the subject Company’s common
shares, Carta Valuations LLC relied primarily on put option models as a means to satisfy the AICPA’s preference
to use quantitative approaches over more subjective approaches when appropriate. Court case rulings (i.e. Man-
delbaum, et al v. Commissioner Internal Revenue), restricted stock studies, and IPO studies were also considered
to gauge the reasonableness of the put option model results. The results from the selected put option model(s)
shown below, suggest a DLOM in the range of 28.08% and 43.63%.

Inputs The Asian Put Approach The Finnerty Approach

Risk-free interest rate 2.560% 2.560%

Time to exit 5.00 years 5.00 years

Common share class volatility 69.58% 69.58%

Total equity value, S $1.00 —

Equity breakpoint, X $1.00 —

Value of the share of common stock without transfer — $1.00

restrictions, V

Continuously compounded dividend yield rate, q 0.00% 0.00%

Standard normal cumulative distribution of d1, N(d1) 41.12% 64.04%

Standard normal cumulative distribution of d2, N(d2) 74.98% 35.96%

Calculated value of Put option $0.36 $0.28

Calculated discount for lack of marketability 36.40% 28.08%

Selected discount for lack of marketability 40.00%

Selected approach: The Incremental Chaffe Approach

Inputs Value

Risk-free interest rate 2.560%

Common share class volatility 69.58%

Time to exit 5.00 years

Calculated discount for lack of marketability 43.63%

Selected discount for lack of marketability 40.00%

CONFIDENTIAL 26
409A Valuation for Meetly

APPRAISER BIO AND CREDENTIALS

Alex Swift, CFA, CAIA

Senior Manager, Carta Valuations LLC

Alex Swift joined Carta Valuations LLC as a Senior Manager in March 2022. Prior to joining Carta Valuations LLC,
Alex was a Director in the valuation department at RSM US LLP, an audit, tax and consulting firm focused on the
middle market in the United States. Alex has approximately 10 years of experience in the financial services indus-
try, with the last 7 years in investment banking and valuation.

Since 2015, Alex has valued privately held companies for a variety of purposes, including: gift tax and estate
planning; capital raising; mergers, acquisitions, and divestitures and other strategic planning; 409A compensation
planning; financial reporting; and other corporate planning purposes.

Alex has valued companies in several different industries, including but not limited to, retail and consumer prod-
ucts, healthcare, technology, and industrial products.

Alex is both a CFA and CAIA Charterholder. Alex received his bachelor’s degree in Finance, Investment, and Banking
from the University of Wisconsin – Madison.

CONFIDENTIAL 27
409A Valuation for Meetly

APPRAISER BIO AND CREDENTIALS

Jon Grupp, CFA, ASA

Senior Manager, Carta Valuations LLC

Jon Grupp is a Senior Manager with Carta Valuations LLC and has over 16 years in corporate finance related roles,
spanning from business valuation and transaction advisory to corporate financial planning and analysis. During this
time, he has served large public and private companies, middle-market firms and early-stage enterprises across
multiple industries. Representative engagements include:

▪ Common stock valuations for tax and financial reporting to comply with section 409A of the Internal Revenue
Code and FASB ASC Topic 718: Compensation-Stock Compensation.
▪ Fund valuations for financial reporting to comply with FASB ASC Topic 820: Fair Value Measurements and
Disclosures.
▪ Valuation engagements for IRC 59-60 and ASC Topics 805, 817, 320, 350, 360, IFRS 2, 3 and IAS 38.
▪ Valuation of illiquid securities, debt, warrants, profits interests and embedded derivatives.

Jon previously served as a Senior Manager at Plante Moran LLLP, where he was responsible for the management of
the Rocky Mountain Region valuation team. In addition, Jon was responsible for the Rocky Mountain region private
equity group review and advisory service to internal audit group regarding fair value implementation and valuation
practices. Jon holds the Chartered Financial Analyst (CFA) designation from the CFA Institute, as well as the Ac-
credited Senior Appraiser (ASA) designation from the American Society of Appraisers.

CONFIDENTIAL 28
409A Valuation for Meetly

APPRAISER BIO AND CREDENTIALS

Jonathan Adlerman, CFA

Senior Manager, Carta Valuations LLC

Jonathan joined Carta Valuations LLC in December 2020 where he currently serves as a Senior Technical Manager.
In this role, Jonathan regularly oversees complex client engagements and assists in setting internal valuation policy
& controls across the organization. Prior to Carta, Jonathan worked in valuations roles at Preferred Return and Gust
Equity Management, with his most recent role being Director of Valuations at Preferred Return.

Jonathan’s valuation experience is industry agnostic and spans the enterprise life cycle from pre-revenue/proto-
type startups to multinational profitable businesses. Jonathan has performed valuations of common and preferred
equity, convertible & non-convertible debt, time and performance based options & warrants, as well as contingent
liabilities and assets. In addition, Jonathan has experience in intangible asset valuation. Tax and financial reporting
engagement competencies include: IRC § 409A, IRC § 311, IRC § 280(G), ASC 820, ASC 805, ASC 815 and ASC
718. Jonathan has also performed transaction advisory services in various capacities.

Jonathan graduated Cum-Laude from the Rutgers Business School in 2013 with a Bachelors of Science in Finance,
and is an active Chartered Financial Analyst (CFA) in good standing.

CONFIDENTIAL 29
409A Valuation for Meetly

APPRAISER BIO AND CREDENTIALS

Kristoffer Warren, CAIA

Manager, Carta Valuations LLC

Kristoffer Warren is a Manager with Carta Valuations LLC, and has contributed on over 1,000 IRC 409A, ASC 718,
and liquidation threshold valuations for profits interests units (“PIUs”) since joining Carta during 2017. Kristoffer al-
so oversees Carta Valuations training initiatives, and participates in product and service improvements that impact
Carta’s late-stage private and pre-IPO clients.

Kristoffer began his career in alternative finance by participating with Entrepreneurs and Angel Investors complet-
ing early-stage financings across the Pacific Northwest. Kristoffer received his Master of Science in Finance (“MSF”)
from Seattle University and is a CAIA Charterholder. Previously, Kristoffer graduated Summa Cum Laude from the
University of Washington’s School of Business, Bothell.

CONFIDENTIAL 30
409A Valuation for Meetly

APPRAISER BIO AND CREDENTIALS

Runar Sigmarsson
Senior Manager, Carta Valuations LLC

Runar Sigmarsson is a Senior Manager with Carta Valuations LLC and has over 10 years in corporate finance related
roles, spanning from business valuation and investment banking to corporate financial planning and analysis. His
industry exposure includes energy, real estate, banking, insurance, retail, commercial airline, pharmaceutical, and
various private equity holdings scattered across Europe and North America.

Runar began his career in the Corporate Finance group of KPMG in Iceland, focusing on investment banking (debt
and equity raising, sell-side mergers and acquisitions) and business valuation for public and private companies.
Prior to joining Carta, Runar was a Manager in Business Valuation at KPMG’s Houston office, focusing on valuation
engagements for tax, financial reporting, and strategic purposes for public and private companies. Before KPMG
Houston, Runar worked in corporate financial planning and analysis for FMC Technologies, Inc., a publicly traded
Fortune 500 company headquartered in Houston, Texas. Prior to FMC Technologies, Inc., Runar was a Senior Asso-
ciate in Ernst & Young’s Business Valuation group in Houston, Texas.

Runar received his master’s degree in International Business and Marketing from the University of Iceland and
Copenhagen Business School, and previously, a bachelor’s degree in International Studies from the University of
Washington.

Contributing analysts
Fred Admin'strator Fred Admin'strator
Valuations Analyst Reviewing Analyst

CONFIDENTIAL 31
409A Valuation for Meetly

REPRESENTATION OF CARTA VALUATIONS LLC

1. The analysis and conclusion of value included in the valuation report are subject to the specified assumptions
and limiting conditions.
2. The economic and industry data included in the valuation report have been obtained from various printed or
electronic reference sources that Carta Valuations LLC and its valuation professionals believe to be reliable.
No corroborating procedures have been performed to substantiate that data.
3. The parties for which the information and use of the valuation report is restricted are identified; the valuation
report is not intended to be and should not be used by anyone other than such parties.
4. The compensation to Carta Valuations LLC and its valuation professionals for completing this assignment is not
contingent upon the development or reporting of a predetermined value or direction in value that favors the
cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of
a subsequent event directly related to the intended use of this report.
5. Affiliates of Carta Valuations LLC may provide additional services to the Company including management of
Company’s capitalization table and other services. Carta Valuations LLC and its valuation professionals do not
perform any work related to any such additional services. The valuation conclusions in this report are based
solely on the information provided by the Company and Carta Valuations LLC’s research of economic, industry
and capital market information.
6. Neither Carta Valuations LLC nor its staff who conducted this valuation have a present or intended financial
interest in the Company.
7. Carta Valuations LLC has no obligation to update the report or the conclusion of value for information that is
provided after the date of the report.

CONFIDENTIAL 32
409A Valuation for Meetly

STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

1. The conclusion of value arrived at herein is valid only for the stated purpose as of the date of the valuation.
2. Financial statements and other related information provided by Meetly or its representatives, in the course of
this engagement, have been accepted without any verification as fully and correctly reflecting the enterprise's
liquidation preferences, ownership positions, business conditions and operating results for the respective
periods, except as specifically noted herein. Carta Valuations LLC has not audited, reviewed, or compiled
the financial information provided to us and, accordingly, we express no audit opinion or any other form of
assurance on this information.
3. Public information and industry and statistical information have been obtained from sources we believe to be
reliable. However, we make no representation as to the accuracy or completeness of such information and
have performed no procedures to corroborate the information.
4. We do not provide assurance on the achievability of the results forecasted by Meetly because events and
circumstances frequently do not occur as expected; differences between actual and expected results may
be material; and achievement of the forecasted results is dependent on actions, plans, and assumptions of
management.
5. The conclusion of value arrived at herein is based on the assumption that the current level of management
expertise and effectiveness would continue to be maintained, and that the character and integrity of the
enterprise through any sale, reorganization, exchange, or diminution of the owners’ participation would not be
materially or significantly changed.
6. This report and the conclusion of value arrived at herein are for the exclusive use of Meetly’s Board and
management, tax advisors, and auditors for the sole and specific purposes as noted herein. They may not be
used for any other purpose or by any other party for any purpose. Furthermore, the report and conclusion of
value are not intended by Carta Valuations LLC and should not be construed by the reader to be investment
advice in any manner whatsoever. The stated valuation represents the considered conclusion of value of Carta
Valuations LLC, based on information furnished to them by Meetly and other sources.
7. Neither all nor any part of the contents of this report (especially the conclusion of value, the identity of any
valuation specialist(s), or the firm with which such valuation specialists are connected or any reference to any
of their professional designations) should be disseminated to the public through advertising media, public
relations, news media, sales media, mail, direct transmittal, or any other means of communication without the
prior written consent and approval of Carta Valuations LLC.
8. Except as specifically stated by Carta Valuations LLC, this valuation report and its contents may not be quoted
or referred to, in whole or in part, in any registration statement, prospectus, public filing, loan agreement, or
other agreement or document without the prior written approval of Carta Valuations LLC. This valuation report
may not be reproduced or distributed to any third parties without Carta Valuations LLC’s prior written consent.
9. Future services regarding the subject matter of this report, including, but not limited to testimony or
attendance in court, shall not be required of Carta Valuations LLC unless previous arrangements have been
made in writing.
10. Carta Valuations LLC is not an environmental consultant or auditor, and it takes no responsibility for any actual
or potential environmental liabilities. Any person entitled to rely on this report, wishing to know whether
such liabilities exist, or the scope and their effect on the value of the property, is encouraged to obtain a
professional environmental assessment. Carta Valuations LLC does not conduct or provide environmental
assessments and has not performed one for the subject property.

CONFIDENTIAL 33
409A Valuation for Meetly

11. Carta Valuations LLC has not determined independently whether Meetly is subject to any present or future
liability relating to environmental matters (including, but not limited to CERCLA/Superfund liability) nor the
scope of any such liabilities. Carta Valuations LLC’s valuation takes no such liabilities into account, except as
they have been reported to Carta Valuations LLC by Meetly or by an environmental consultant working for
Meetly, and then only to the extent that the liability was reported to us in an actual or estimated dollar amount.
Such matters, if any, are noted in the report. To the extent such information has been reported to us, Carta
Valuations LLC has relied on it without verification and offers no warranty or representation as to its accuracy
or completeness.
12. Carta Valuations LLC has not made a specific compliance survey or analysis of any subject property to
determine whether it is subject to, or in compliance with, the American Disabilities Act of 1990, and this
valuation does not consider the effect, if any, of noncompliance.
13. No change of any item in this report shall be made by anyone other than Carta Valuations LLC, and we shall
have no responsibility for any unauthorized change.
14. Unless otherwise stated, no effort has been made to determine the possible effect, if any, on the subject
business due to future Federal, state, or local legislation, including any environmental or ecological matters or
interpretations thereof.
15. If prospective financial information approved by management has been used in our work, we have not
examined or compiled the prospective financial information and therefore, do not express an audit opinion or
any other form of assurance on the prospective financial information or the related assumptions. Events and
circumstances frequently do not occur as expected and there will usually be differences between prospective
financial information and actual results, and those differences may be material.
16. The management of Meetly has provided materials concerning the past, present, and prospective operating
results of the company via interviews, request forms and/or direct correspondence.
17. Except as noted, we have relied on the representations of the owners, management, and other third parties
concerning the value and useful condition of all equipment, real estate, investments used in the business, and
any other assets or liabilities, except as specifically stated to the contrary in this report. We have not attempted
to confirm whether or not all assets of the business are free and clear of liens and encumbrances or that the
entity has good title to all assets.
18. Nothing in this valuation report is to be construed as a fairness opinion as to the fairness of an actual or
proposed transaction, a solvency opinion, or an investment recommendation. For various reasons, the price at
which the assets might be sold in a specific transaction between specific parties on a specific date might be
significantly different from the value expressed in this report.
19. This report is limited to issues concerning compliance with IRC §409(A). Additional issues may exist that could
affect the federal tax treatment of the interests that are subject to the report, and the report does not consider
or provide a conclusion with respect to any additional issues. Carta Valuations LLC’s report is not intended
or written to be used, and cannot be used, by the Company or any other person or entity, for the purpose of
avoiding any penalties that may be imposed on any taxpayer.
20. The text of this report is copyright ©2022, Carta Valuations LLC. All rights are reserved and no reproduction,
publication, distribution, or other use of this report is authorized without the prior consent of Carta Valuations
LLC.

CONFIDENTIAL 34
Appendix
409A Valuation for Meetly

COMPARABLE COMPANY DESCRIPTIONS

ACI Worldwide, Inc.

ACI Worldwide, Inc., a software company, develops, markets, installs, and supports a range of software products
and solutions for facilitating digital payments to banks, merchants, and billers worldwide. The company offers ACI
Acquiring, a merchant management system to deliver digital innovation, improve fraud prevention, and reduce in-
terchange fees; ACI Issuing, a digital payments issuing solution; and ACI Enterprise Payments Platform that pro-
vides payment processing and orchestration capabilities for digital payments. It also provides ACI Low Value Real-
Time Payments, a platform for processing real-time payments; and ACI High Value Real-Time Payments, a payments
engine that offers multi-bank, multi-currency, 24x7 payment processing, and SWIFT messaging. In addition, the
company offers ACI Omni Commerce, a scalable, omni-channel payment processing platform; ACI Secure eCom-
merce solution; ACI Fraud Management, a real-time approach to fraud management; ACI Digital Business Banking,
a cloud-based digital banking platform; and ACI Speedpay, an integrated suite of digital billing, payment, disburse-
ment, and communication services. The company offers electronic bill presentment and payment services to con-
sumer finance, insurance, healthcare, higher education, utility, government, and mortgage sectors; implementa-
tion services, including product installations and configurations, and custom software modifications; and business
and technical consultancy, on-site support, product education, and testing services, as well as distributes or acts
as a sales agent for software developed by third parties. It markets its products under the ACI Worldwide brand.
The company was formerly known as Transaction Systems Architects, Inc. and changed its name to ACI Worldwide,
Inc. in July 2007. The company was founded in 1975 and is based in Coral Gables, Florida.

American Software, Inc.

American Software, Inc. develops, markets, and supports a range of computer business application software prod-
ucts in the United States and internationally. It operates through three segments: Supply Chain Management
(SCM), Information Technology Consulting (IT Consulting), and Other. The SCM segment provides demand opti-
mization, inventory optimization, supply optimization, retail optimization, quality and compliance, PLM, sourcing
management, and integrated business planning services. The IT Consulting segment offers IT staffing and consult-
ing services, such as software enhancement, documentation, update, customer education, consulting, systems
integration, maintenance, and support services. The Other segment provides purchasing and materials manage-
ment, customer order processing, financial, e-commerce, and traditional manufacturing solutions. The company
markets its products through direct and indirect sales channels to the apparel and other soft goods, retail, food
and beverage, consumer packaged goods, durable goods, chemical and process manufacturing, and life sciences
industries. American Software, Inc. was incorporated in 1970 and is headquartered in Atlanta, Georgia.

Asure Software, Inc.

Asure Software, Inc. provides cloud-based human capital management solutions the United States. It helps various
small and mid-sized businesses to develop human capital to get to the next level, stay compliant, and allocate re-
sources toward growth. The company’s solutions include Asure Payroll & Tax, an integrated cloud-based solution
automates regulations associated with payroll and taxes, including wages, benefits, overtime, garnishments, tips,
direct deposits, and fair labor standard act, as well as federal, state, and local payroll taxes; Asure HR, a cloud-
based functionality that handles HR complexities, such as employee self-service that enable employees to access
information, pay history, and company documents; and Asure Time & Attendance that provides cost savings and
ROI gains come in the form of strategic use of labor dollars and the elimination of time theft. It also provides

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409A Valuation for Meetly

HR services that offers services ranging from an online compliance library and on-demand call center for various
HR questions to outsourced HR function. Asure Software, Inc. was incorporated in 1985 and is headquartered in
Austin, Texas.

Ceridian HCM Holding Inc.

Ceridian HCM Holding Inc., together with its subsidiaries, operates as a human capital management (HCM) soft-
ware company in the United States, Canada, and internationally. It offers Dayforce, a cloud HCM platform that pro-
vides human resources (HR), payroll, benefits, workforce management, and talent management functionality; and
Powerpay, a cloud HR and payroll solution for the small business market. The company also provides Bureau solu-
tions for payroll and payroll-related services. It sells its solutions through direct sales force and third-party chan-
nels. The company was incorporated in 2013 and is headquartered in Minneapolis, Minnesota.

Miroku Jyoho Service Co., Ltd.

Miroku Jyoho Service Co., Ltd. provides systems and services to accounting firms and their client companies, and
small/mid-sized companies in Japan. The company provides software applications, such as accounting and finan-
cial, HR management, ERP systems, etc. consisting of ACELINK NX-Pro, MJSLINK NX- Plus, and Galileopt NX- Plus.
It also offers software and hardware support and maintenance services comprising TVS and GOODWILL PLUS; ad-
visory/training services on the usage of products; and hardware and supplies, including computers, PC servers,
toners, etc. In addition, the company provides tax services, such as tax documents preparation, tax agency, tax
consultation, etc.; account processing services,including bookkeeping agency, self-accounting guidance, prepa-
ration of financial statements, etc.; management guidance services comprising cash management measures, man-
agement analysis, management plan formulation, etc.; and IT support and management information services, etc.
Miroku Jyoho Service Co., Ltd. was founded in 1977 and is headquartered in Tokyo, Japan.

Model N, Inc.
Model N, Inc. provides revenue management cloud solutions for the life sciences and high tech industries. The
company offers Global Pricing Management, which minimizes price erosion of products; Global Tender Manage-
ment that enhances revenue by enabling segmentation and targeting, optimal bid pricing, and post-award track-
ing; Provider Management, which minimizes rebate overpayments; Payer Management that minimizes revenue
leakage and noncompliance of complex contracts; Government Pricing, which optimizes revenue, and reduces the
risk of fines and other penalties; and Medicaid that enhances compliance with regulatory requirements and pay-
ments of rebate claims timely, as well as at correct rates for government medicaid programs. It also provides Deal
Management, which increases deal conversion and pricing consistency; Deal Intelligence that controls price con-
cessions and determines ideal prices; Channel Management, which provides manufacturers a view of inventory,
as well as evaluate price protection and stock rotation, and matching available inventory to quotes; Market Devel-
opment Fund Management that allows companies to streamline their MDF process and reduce revenue leakage;
and Rebates Management, which centralizes control of rebate programs. In addition, the company offers Channel
Data Management that automates the process of collection, cleansing, validation, and standardization of channel
partner data, such as POS, inventory, and claims; and Configure Price Quote, which streamlines the quote to con-
tract process by enabling the configuration of complex services, bundles, and solutions into a single interface; and
Contract Lifecycle Management that enables users to create and manage contracts directly. Further, it provides
implementation, managed, strategic, and customer support services. It primarily serves large and mid-sized orga-
nizations worldwide through its direct sales force. Model N, Inc. was founded in 1999 and is headquartered in San

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409A Valuation for Meetly

Mateo, California.

PROS Holdings, Inc.

PROS Holdings, Inc. provides solutions that optimize the processes of selling and shopping in the digital economy
worldwide. The company offers PROS Smart CPQ, a tool for sales teams and partners to respond to customer
quotes; and PROS Opportunity Detection that increases sales effectiveness and productivity by uncovering sales
opportunities in existing accounts for sales teams. It also provides PROS Control, a platform for price management,
coordination, and strategy; and PROS Guidance, which leverages AI-powered algorithms to provide market-rele-
vant price guidance across sales channels. In addition, the company offers PROS Airline Revenue Management so-
lution that delivers algorithmic forecasting and network optimization for the travel industry; PROS Airline Real-Time
Dynamic Pricing, a solution that offers accurate booking class availability and seat prices; and PROS Airline Group
Sales Optimizer, a group revenue optimization solution, which enables airlines and their travel agent partners to
create and manage group bookings, contracts, and policies. Further, it provides PROS Airline Shopping for airlines'
shopping, pricing, and repricing solutions; PROS Airline Merchandising, which sells ancillary services, including
extra baggage, legroom, and other services; and PROS Airline Retail for airlines to optimize the user experience
throughout the traveler journey. Additionally, the company offers software-related services, such as implementa-
tion, configuration, consulting, training, and maintenance and support services. It sells its software solutions to
customers in various industries, including automotive and industrial manufacturing, transportation and logistics,
chemicals and energy, food and beverage, healthcare, high tech, and travel. The company markets and sells its
software solutions through its sales force, as well as through partners, resellers, and systems integrators. PROS
Holdings, Inc. was incorporated in 1985 and is headquartered in Houston, Texas.

Paylocity Holding Corporation

Paylocity Holding Corporation provides cloud-based payroll and human capital management software solutions for
medium-sized organizations in the United States. The company offers Payroll and Tax Services solution to simpli-
fy payroll, automate processes and manage compliance requirements within one system; expense management,
on demand payment, and garnishment solutions; human capital management and employee self-service solutions,
document library, compliance dashboard, and HR edge; time and attendance solution, which tracks time and at-
tendance data, eliminating the need for manual tracking of accruals and reducing administrative tasks; schedule
tracking services; and time collection devices, including kiosks, time clocks, and mobile and web applications. In
addition, the company offers talent management solutions comprising recruiting and onboarding, as well as learn-
ing, performance, and compensation management; employee benefits management and third-party administrative
solutions; modern workforce solutions consisting of community, premium video, survey, and peer recognition; and
analytics and insights solutions covering modern workforce index, data insights, and reporting. Further, it provides
implementation and training, client, and tax and regulatory services. The company’s clients include for-profit and
non-profit organizations across industries, including business services, financial services, healthcare, manufactur-
ing, restaurants, retail, technology, and others. It sells its products through sales representatives. The company was
founded in 1997 and is headquartered in Schaumburg, Illinois.

Smartsheet Inc.
Smartsheet Inc. provides cloud-based platform for execution of work. It enables teams and organizations to plan,
capture, manage, automate, and report on work. The company offers Dashboards that provides real-time visibility
into the status of work to align individuals, managers, and executives; Portals to easily locate and access from any

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409A Valuation for Meetly

device the resources available for a project without IT assistance; Cardview to organize, share, and act on work-
flows; and Grid to keep teams on task by easily tracking multiple moving parts. It also provides Projects, which
offers interface with capabilities that foster collaboration among teams and organizations to enhance work ex-
ecution; Calendar that align teams and organizations by connecting deadlines to workflows; Forms that enable
business users to collect information in a structured and consistent format; Automated actions that automates
repetitive processes; and Integrations that enable organizations and teams to connect, sync, and extend their ex-
isting enterprise applications across their workflows to create work execution. In addition, the company offers
WorkApps to build easy to navigate apps in a few minutes; Connectors that provide embedded integrations with
industry-leading systems of record; Control Center to achieve consistent work execution; Accelerators, which are
pre-packaged solutions for specific and repeatable use cases; Dynamic View; Data Uploader; Bridge to build intelli-
gent workflows and automate business processes across platforms; 10,000ft to plan and allocate resources across
projects; and Brandfolder. It serves aerospace, automotive, biotechnology, consumer, e-commerce, education, fi-
nance, government, healthcare, IT services, marketing, media, non-profit, publishing, software, technology, and
travel sectors. The company was formerly known as Smartsheet.com, Inc. and changed its name to Smartsheet Inc.
in February 2017. Smartsheet Inc. was founded in 2005 and is based in Bellevue, Washington.

TriNet Group, Inc.

TriNet Group, Inc. provides human resources (HR) solutions for small and midsize businesses in the United States.
The company offers multi-state payroll processing and tax administration; employee benefits programs, including
health insurance and retirement plans; workers compensation insurance and claims management; employment
and benefits law compliance; and other HR related services. It serves clients in various industries, including tech-
nology, professional services, financial services, life sciences, not-for-profit, property management, retail, manu-
facturing, and hospitality. The company sells its solutions through its direct sales organization. TriNet Group, Inc.
was incorporated in 1988 and is headquartered in Dublin, California.

Tyler Technologies, Inc.

Tyler Technologies, Inc. provides integrated information management solutions and services for the public sector
in the United States and internationally. The company operates in two segments, Enterprise Software, and Ap-
praisal and Tax. It offers financial management solutions, including modular fund accounting systems for govern-
ment agencies or not-for-profit entities; utility billing systems for the billing and collection of metered and non-me-
tered services; products to automate city and county functions, such as municipal courts, parking tickets, equip-
ment and project costing, animal and business licenses, permits and inspections, code enforcement, citizen com-
plaint tracking, ambulance billing, fleet maintenance, and cemetery records management; and student information
and transportation solutions for K-12 schools. The company also provides a suite of judicial solutions comprising
court case management, court and law enforcement, prosecutor, and supervision systems to handle multi-jurisdic-
tional county or statewide implementations, and single county systems; public safety software solutions; systems
and software to automate the appraisal and assessment of real and personal property, as well as tax applications
for agencies that bill and collect taxes; planning, regulatory, and maintenance software solutions for public sec-
tor agencies; software applications to enhance and automate operations involving records and document man-
agement; and data and insights solutions. In addition, it offers software as a service arrangements and electronic
document filing solutions for courts and law offices; software and hardware installation, data conversion, training,
product modification, and maintenance and support services; and property appraisal outsourcing services for tax-
ing jurisdictions. Tyler Technologies, Inc. has a strategic collaboration agreement with Amazon Web Services for

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409A Valuation for Meetly

cloud hosting services. The company was founded in 1966 and is headquartered in Plano, Texas.

UKG Inc.
UKG Inc. develops and offers cloud-based human capital management and employee experience solutions for en-
terprises and mid-market companies in the strategic market in the United States, Canada, Europe, the Asia Pacif-
ic, and internationally. Its UltiPro software enables the functionality businesses to manage the employee life cycle
from recruitment to retirement that includes talent acquisition and onboarding; human resources service delivery
and management; benefits management and online enrollment; payroll, performance management, employee en-
gagement surveying, compensation management with salary planning, budgeting, incentive award planning, suc-
cession management, learning management, reporting, and analytical decision-making; and predictive tools and
time capture, scheduling, attendance tracking, and absence accruals. The company also provides professional,
customer support, and product maintenance services. It serves manufacturing, food services, sports, technology,
finance, insurance, retail, real estate, transportation, communications, healthcare, and other services industries pri-
marily through a direct sales force. UKG Inc. was formerly known as The Ultimate Software Group, Inc. and changed
its name to UKG Inc. in October 2020. The company was founded in 1990 and is based in Weston, Florida. It has ad-
ditional locations in Canada, Mexico, the United Kingdom, the Netherlands, France, Deutschland, Germany, Spain,
the United Arab Emirates, Australia, India, and Singapore.

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ECONOMIC OVERVIEW 1Q 2019

The U.S. economy—as indicated by GDP—grew at an annual rate of 3.2% in the first quarter of 2019, which is faster
than the downwardly revised rate of 2.2% reported for the fourth quarter of 2018. Economists noted that the first-
quarter growth was the highest rate to start the year since the first quarter of 2015. In addition the first-quarter rate
was ahead of forecasts for growth of 2.5%, according to a poll by the Dow Jones.

Total government spending grew 2.4% in the first quarter, coming in ahead of the rate in the prior quarter, when
it declined 0.4%. Private fixed investment, which includes residential and business spending, was up 1.5% and has
now reported growth for 13 consecutive months. The trade deficit narrowed in the first quarter, coming in at $50.0
billion, which is less than the $59.9 billion reported in the fourth quarter of 2018 but higher than the $49.3 billion
in February. The figure suggests that net exports will make a positive contribution to GDP in the early half of 2019.
The March increase in the goods and services deficit reflected an increase in the goods deficit of $0.5 billion, to
$72.4 billion, and a decrease in the services surplus of $0.2 billion, to $22.4 billion, when compared to February.

Through the first quarter of 2019, the goods and services deficit decreased $5.8 billion, or 3.7%, from the same
period in 2018. Exports increased $14.0 billion, or 2.3%. Imports increased $8.2 billion, or 1.1%.

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The Leading Economic Index increased 0.4% in March, to 111.9 points. The March report marked the second con-
secutive month of gains after moderating in the previous five months. In the six-month period ending March 2019,
the LEI increased 0.4% (about a 0.7% annual rate), much slower than the growth of 2.8% (about a 5.6% annual rate)
during the previous six months. In addition, the strengths among the leading indicators have become less wide-
spread and more equally balanced over the last six months.

Employment in March increased by 196,000 jobs, a figure that represents a solid rebound from the disappointing
rate in February. The March report included upward revisions to the February figures, to 33,000 jobs from the
20,000 jobs originally reported. Job figures for January were also revised upwards, showing gains of 312,000 in-
stead of 311,000, for a net two-month increase of 14,000 jobs.

In a separate report, the Labor Department said initial claims for state unemployment benefits remained near
record lows, at 202,000 claims for the week ending March 30, which marked a 49-year low. In addition, the streak
of 206 consecutive weeks below the 300,000 threshold, a figure that is associated with a strong labor market, is
the longest such stretch since 1970, when the labor market was smaller.

In March, unemployment was at 3.8%, which was unchanged from February. The labor-force participation rate de-
clined 0.2 percentage point, to 63.0%.

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Wages grew four cents in March, to $27.70. Real average hourly earnings, seasonally adjusted from March 2018
to March 2019, increased 0.86 cents, or 3.2%, down from the February rate of 3.4%, which had been the largest
year-over-year rise since 2009.

In the first quarter, the Federal Open Market Committee (FOMC) met twice. In the first meeting, in view of realized
and expected labor market conditions and a sustained rise near 2% inflation, the FOMC determined the federal
funds rate would remain unchanged, at between 2.25% and 2.50%. In determining to maintain the existing level,
the committee noted the strong labor market conditions and also stated that the market measures of inflation re-
mained low.

During the second meeting of the quarter, the FOMC voted to maintain the target range for the federal funds rate
at between 2.25% and 2.50%. In determining to maintain the federal funds rate, the committee noted that job gains
remained solid, but the economic activity had slowed from its solid rate in the fourth quarter, and economic indi-
cators point to slower growth in household spending and business fixed investment.

The Consumer Confidence Index decreased 7.3 points in March, which marked the fourth decline in the past five
months. Consumers’ assessment of current conditions decreased 12.2 points, to 160.6 points, in March, while the
expectations component fell 5.0 points, to 99.8. The Consumer Sentiment Index increased 4.6 points in March, to
98.4, which is higher than the midmonth reading of 97.8. The rise in consumer sentiment is attributed to rising
wages, the stock market rebound, lower fuel prices, and the tempering of rising interest rates. At its peak, con-
sumer sentiment levels averaged 105.3 from 1997 to 2000.

The Wells Fargo/Gallup Small Business Report stated small-business owners are experiencing a decline in opti-
mism, leading to the index plummeting 23 points in the first-quarter small-business survey. The first-quarter small-
business survey came in at 106 points, after coming in at an all-time high in the fourth quarter of 2018.

The latest survey findings suggest that small-business owners continue to feel confident about the economy and
the future of their businesses. Forty-five percent of the survey respondents noted that their revenues increased
over the past 12 months, and 55% said they expect revenues to increase over the next 12 months. For the fourth
consecutive quarter, the survey reported that the challenges in hiring and retaining staff remained the top prob-
lem for small businesses, followed by attracting new business and financial stability. The Present Situation score of
the report decreased 13.0 points for the quarter, to 46.0 points, and the Future Expectations score decreased 10.0
points from last quarter, to 60.0 points.

Since August 2003, the Wells Fargo/Gallup Small Business Index has surveyed small-business owners on current
and future perceptions of their business’s financial situation. The Small Business Index is published once a quarter.
This index consists of owners’ ratings of their business’s current situation and their expectations for the next 12
months, measured in terms of their overall financial situation, revenue, cash flow, capital spending, number of jobs,
and ease of obtaining credit. Before the recession and financial crisis of 2008-2009, Small Business Index scores
were generally in triple digits. The Small Business Index reached its peak of 114.0 in December 2006 and hit a low
of -28.0 in July 2010.

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409A Valuation for Meetly

Middle-market business sentiment decreased 7.9 points in the first quarter, as the RSM U.S. Middle Market Business
Index came in at 124.1 points. Despite the decline, the figure remains at a strong level, although middle-market ex-
ecutives voiced concerns over the tariffs that continue to threaten economic growth. The survey noted that nearly
32% of respondents indicated the economy had improved somewhat or substantially over the past quarter, which
is down from 48% in the third quarter.

The manufacturing sector increased 1.1 percentage points in March, to 55.3%, as measured by the Institute for
Supply Management’s manufacturing index. The report shows the economic activity in the manufacturing sec-
tor expanded in March for the 31st consecutive month and the overall economy grew for the 119th consecutive
month. A reading above 50% indicates that the manufacturing economy is generally expanding, while a reading
below 50% indicates that it is generally contracting. Over the past 12 months, the PMI has averaged 57.7%.

The Federal Reserve reported that total industrial production decreased 0.1% in March, after advancing 0.1% in
February. Over the past 12 months, total industrial production has increased by 2.8%. At 110.7% of its 2012 av-
erage, total industrial production in March was 2.8% above its level from one year ago. Capacity utilization for
the industrial sector decreased 0.2% in March, to 78.8%, a rate that is 1.0 percentage point below its long-run
(1972-to-2017) average.

As measured by the Institute for Supply Management’s services index (NMI), the services sector decreased 3.6 per-
centage points in March, to 56.1%. Despite the decline, the March figure represents continued growth in the non-
manufacturing sector for the 110th consecutive month and the overall economy for the 115th consecutive month.
An NMI reading above 50% indicates the nonmanufacturing-sector economy is generally expanding, while a read-
ing below 50% indicates the nonmanufacturing sector is generally contracting.

The financial markets produced mixed results in March, as three of the five major U.S. stock market indices in-
creased. The Dow Jones Industrial Average gained 0.2%, the S&P 500 Index rose 1.9%, and the Nasdaq Composite
led among the gainers, at 2.6%. In March, the S&P MidCap 400 decreased 0.6% and the Russell 2000 fell 2.1%.
Volatility remained at ease in March as the Chicago Board Options Exchange Volatility Index ranged between 12.4
and 18.3 and recorded an average of 14.5 for the month.

During the first quarter, the yield on the benchmark 10-year U.S. Treasury bond fluctuated but ultimately ended
lower than what the yield started at. At the start of the quarter, the 10-year Treasury yield was 2.66%; by the end of
the quarter, the rate was 2.41%.

Housing starts fell 0.3% in March when compared to last month and are 14.2% below the figures from one year
ago. Following the decline in March, the adjusted annual rate was 1.139 million units. Declines were seen across
three of the four regions, with the Midwest region falling 17.6%. Building permits authorized, which can be seen as
a sign of how much construction is in the pipeline, fell by 1.7% in March and is 7.8% below the level of a year ago.
Building permits declined 1.7% for single-family homes and 2.7% for multifamily homes.

Existing-home sales decreased 4.9% in March, which follows the surge in sales in February. Distressed home sales
were 3.0% of sales in March, down 1.0 percentage point from February and from one year ago. In March, the NAHB/
Wells Fargo Housing Marking Index remained unchanged, at 62.0. Two of the three HMI components increased in
March: The component for current sales conditions rose 2.0 points, to 68.0; the component charting sales expec-

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409A Valuation for Meetly

tations in the next six months rose 3.0 points, to 71.0; and the component measuring buyer traffic fell 4.0 points,
to 44.0.

NAR’s Realtors Confidence Index (RCI) for single-family houses reported a reading of 64.0 and is up 8.0 points from
last month (strong = 100; moderate = 50; weak = 0). The RCI for the outlook for townhomes reported at 54.0 points
and the outlook for condos reported at 50.0 points. The RCI is a key indicator of housing market strength based
on a monthly survey of over 50,000 real estate practitioners. Practitioners are asked about their expectations for
home sales, prices, and market conditions.

The National Association of Realtors’ most recent “Commercial Real Estate Outlook,” analyzing the fourth quarter of
2018, found that sales volume rose 2.3% on a year-over-year basis and prices increased 1.8% over the same period.
Leasing activity declined, as vacancies experienced upward pressures, while low inventory remained the principal
concern among realtors, as the wide pricing gap between buyers and sellers affected over 25% of respondents.

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409A Valuation for Meetly

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ECONOMIC OUTLOOK

Consensus Economics Inc., publisher of Consensus Forecasts—USA, reports that the consensus of U.S. forecasters
believe that real GDP will increase at a seasonally adjusted annual rate of 2.6% in the second quarter of 2019 and
2.3% in the third quarter of 2019. Every month, Consensus Economics surveys a panel of 30 prominent U.S. eco-
nomic and financial forecasters for their predictions on a range of variables, including future growth, inflation, cur-
rent account and budget balances, and interest rates. The forecasters expect GDP to be 2.4% in 2019 and 2.0% in

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409A Valuation for Meetly

2020.

They forecast that consumer spending will increase at a rate of 2.5% in the second quarter of 2019 and 2.4% in the
third quarter of 2019. They expect consumer spending to increase 2.6% in 2019 and 2.1% in 2020.

The forecasters believe unemployment will average 3.7% in the second quarter of 2019 and 3.6% in the third quar-
ter of 2019. They predict that unemployment will average 3.7% in 2019 and 3.7% in 2020.

The forecasters believe that the three-month Treasury bill rate will be 2.5% at the end of the second quarter of 2019
and 2.6% at the end of the third quarter of 2019. They predict the 10-year Treasury bond yield will be 2.9% at the
end of the second quarter of 2019 and 3.0% at the end of the third quarter of 2019.

They also believe consumer prices will rise at a rate of 2.4% in the second quarter of 2019 and 2.3% in the third
quarter of 2019. They expect consumer prices to increase 1.8% in 2019 and 2.2% in 2020. They expect producer
prices to increase at a rate of 2.3% in the second quarter of 2019 and 2.5% in the third quarter of 2019. The fore-
casters anticipate producer prices will rise 1.3% in 2019 and 2.2% in 2020.

The forecasters believe real disposable personal income will rise at a rate of 2.2% in the second quarter of 2019
and 2.3% in the third quarter of 2019. They believe real disposable personal income will increase 2.6% in 2019 and
2.2% in 2020.

The forecasters expect industrial production to increase at a rate of 1.9% in the second quarter of 2019 and 2.0%
in the third quarter of 2019. They forecast that industrial production will increase 2.6% in 2019 and 1.7% in 2020.

Nominal pretax corporate profits are expected to rise 4.3% in 2019 and 2.8% in 2020. The forecasters also project
housing starts will be 1,260,000 in 2019 and 1,290,000 in 2020.

The most recent release of The Livingston Survey (the Survey) predicts lower growth for the second half of 2018
and the first half of 2019 than had been predicted in its prior survey. The Survey, conducted by the Federal Reserve
Bank of Philadelphia, is the oldest continuous survey of economists’ expectations. It summarizes the forecasts of
economists from industry, government, banking, and academia. The participants project real GDP to grow at an
annual rate of 2.4% in the first half of 2019 and 2.3% in the second half of 2019. They believe that GDP will grow
2.07% annually over the next 10 years.

The Survey forecasted the unemployment rate to be 3.5% in June 2019 and remain there by December 2019. The
unemployment rate is expected to average 3.5% in 2019 and fall to 3.4% in 2020.

The forecasters in the Survey expected consumer price inflation (CPI) to be 2.4% in June 2019 and 2.3% by Decem-
ber 2019. The Survey expects CPI to average 2.23% over the next 10 years. The Survey also expects producer price
inflation (PPI) to be 2.7% in June 2019 and 2.8% in December 2019.

The Survey predicted the interest rate on three-month Treasury bills will be 2.80% in June 2019 and 3.01% in De-
cember 2019. It predicted the interest rate on 10-year Treasury bonds to reach 3.42% in June 2019 and 3.51% in
December 2019. The forecasters have revised their previous projections for future S&P 500 index values. They ex-
pect the S&P 500 index to be 2,829.9 at the end of June 2019 and 2,900.0 at the end of December 2019.

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409A Valuation for Meetly

The Energy Information Administration (EIA) predicts that the West Texas Intermediate crude oil spot price will av-
erage approximately $58.80 per barrel in 2019 and $58.00 per barrel in 2020, compared with $65.06 per barrel in
2018. The EIA expects retail prices for regular-grade gas to average $2.60 per gallon in 2019 and $2.57 per gallon
in 2020, compared with $2.73 per gallon in 2018.

The EIA believes the Henry Hub natural gas spot price will average $2.82 per million Btu (MMBtu) in 2019 and $2.77
per MMBtu in 2020, compared with $3.15 per MMBtu in 2018. The cost of coal delivered to electricity-generating
plants, which averaged $2.06 per MMBtu in 2018, is expected to average $2.11 per MMBtu in 2019 and $2.11 per
MMBtu in 2020. Residential electricity prices, which averaged 12.89 cents per kilowatt-hour (kWh) in 2018, are ex-
pected to average 13.11 cents per kWh in 2019 then rise to 13.28 cents per kWh in 2020. The airline ticket price
index, which averaged 266.08 in 2018, is expected to be 299.95 in 2019 before rising to 338.72 in 2020.

The National Association of Realtors’ Realtors Confidence Index for the outlook of single-family homes increased
8.0 points, to 64.0 points, in March (strong = 100; moderate = 50; weak = 0). The RCI for the outlook for townhomes
increased seven points, to 54.0, while the outlook for condos improved 5.0 points, to 50.0. The RCI is a key indi-
cator of housing market strength based on a monthly survey of over 50,000 real estate practitioners. Practitioners
are asked about their expectations for home sales, prices, and market conditions.

NAR projects existing-home sales in 2019 to be 5.300 million (-0.7%) and that they will rise to 5.460 million (+3.0%)
in 2020. It believes that new single-family home sales will be 635,000 (+1.3%) in 2019, before increasing to 700,000
(+10.2%) in 2020. NAR believes the median existing-home price will be $266,200 (+2.7%) in 2019, before increas-
ing to $273,800 (+3.0%) in 2020. NAR believes the median new-home price will be $320,500 (-1.5%) in 2019, be-
fore rising to $323,100 (+0.8%) in 2020. It expects housing starts to increase to 1,275,000 (+2.0%) in 2019, then to
1,400,000 (+9.8%) in 2020. NAR believes the 30-year fixed mortgage rate will average 4.3% in 2019, before rising
to 4.6% in 2020, and the 5-1 hybrid adjustable rate mortgage will average 3.9% in 2019 and 4.0% in 2020.

The most recent three-year outlook from the Urban Land Institute (ULI) and Ernst & Young (EY) found that real estate
economists and analysts believe the economy will continue to expand over the next three years, though they ex-
pect employment growth to slow and the unemployment rate to plateau as the economy reaches full employment.
The ULI/EY Real Estate Consensus Forecast, a semiannual publication, is based on a survey of 45 of the industry’s
top economists and analysts representing 33 of the country’s leading real estate investment, advisory, and research
firms and organizations. The forecast for each indicator is the median forecast from the 45 survey respondents.
The key findings from the Real Estate Consensus Forecast include:

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▪ Annual commercial property transaction volume reached $562 billion in 2018, which is near the post-
recession high of $570 billion achieved in 2015. Commercial property transaction volume is expected to be at
$535 billion by 2019, $500 billion in 2020, and $480 billion in 2021. Still, these are among the highest annual
volumes and remain well above the long-term average.
▪ The issuance of commercial mortgage-backed securities (CMBS), a key source of financing for commercial
real estate, rebounded since a low in 2019 but at a much lower level than prerecession times. In 2019, the
figure is forecasted to reach $80 billion. Issuance is at $75 billion in 2020 and $70 billion in 2021.
▪ Commercial real estate prices are projected to grow at slowing rates relative to recent years, at 5.0% in 2019,
3.7% in 2020, and 2.8% in 2021. These latter two are all below the long-term average growth rate of 4.4%,
which would mark the first decline below this level since 2011.
▪ Institutional real estate assets are forecasted to provide total returns of 6.0% in 2019 and moderate to 5.0%
in 2020 and 2021. By property type, 2019 returns are expected to range from 10.3% for industrial to 2.9% for
retail. Total returns in 2021 are expected to range from 7.0% for industrial to 3.8% for retail.
▪ Both industrial and office vacancy rates are expected to slightly decrease in 2019 from their 2018 rates,
before edging up in both 2020 and 2021. Both apartment and retail availability rates are expected to see slight
increases throughout the forecast. The hotel occupancy rate is expected to plateau in 2019 and then edge
down in 2020 and 2021.
▪ Commercial property rent is expected to continue to increase in the next three years across all sectors,
although at decelerating rates. In 2019, rent increases will range from 3.8% for industrial to 1.5% for retail. Rent
increases in 2021 will range from 2.4% for industrial to 1.0% for retail. Hotel RevPAR is expected to increase by
2.5% in 2019 and 1.0% in 2020.
▪ Single-family housing starts are projected to increase from 870,600 units in 2018 to 900,000 units in 2019,
which would mark eight years of growth. Housing starts are expected to moderate to 880,000 in 2020 and
850,000 in 2021.
▪ In 2019, 15 real estate indicators are projected to be better than their 20-year averages, while six are expected
to be worse. Also, inflation is expected to be below its long-term average, while the 10-year Treasury rate and
the NCREIF capitalization rate are projected to be lower than their long-term averages.
▪ In 2021, nine indicators are expected to be better than their 20-year average and six are expected to be worse.
Similar to the 2019 projections, inflation in 2021 is expected to be below its long-term average, while the
10-year Treasury rate and the cap rate are projected to be lower than their 20-year averages.

Sour
ource
ce
Part of the contents of the economic outlook section of this valuation report are quoted from the Economic Outlook Update™ 1Q 2019 published by Business Valuation Resources,
LLC, © 2019, reprinted with permission. The editors and Business Valuation Resources, LLC, while considering the contents to be accurate as of the date of publication of the
EOU, take no responsibility for the information contained therein. Relation of this information to this valuation engagement is the sole responsibility of the author of this valuation
report.

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INDUSTRY SUMMARY

The Human Resources and Benefits Administration industry provides a wide range of everyday office administrative
services to businesses in the United States. Operators offer assistance with financial planning, billing and record
keeping, personnel, physical distribution and logistics. In addition, the industry provides general and specialized
management services on a day-to-day or contracted basis. Over the past five years, the industry has performed
well as rebounding business sentiment, rising consumer spending and improvement in overall economic condi-
tions encouraged companies to outsource administrative duties. Additionally, the rising number of businesses has
increased the potential number of customers for operators. Consequently, revenue will grow at an annualized rate
of 3.1% to $56.3 billion over the five years to 2016. However, in 2016, growth is expected to slow to 1.2% due to
declining corporate profit. Over the five years to 2016, industry operators have experienced strong demand from
small and medium-sized businesses. As the economy recovered from the recession and business growth boomed,
small companies often chose to focus on core activities and outsource unrelated functions. Also, changing health-
care regulations have increased the number of medium businesses that offer coverage, increasing demand for
benefits administration services. Driven by strong demand over the five years to 2016, industry participation has
risen. Companies that fair best offer a variety of outsourcing services. These services include Accounting Services
industry (IBISWorld report 54121c), Tax Preparation Services industry (IBISWorld report 54121d) and the Payroll
and Bookkeeping Services industry (IBISWorld report 54121b); however, revenue from them is not included in the
Human Resources and Benefits Administration industry. By providing clients with these other services, operators
can be seen as an all-in-one provider. This is especially important for larger clients (500 or more employees). The
industry is expected to continue performing well over the next five years to 2021, with revenue rising at an annu-
alized rate of 1.3% to $60.0 billion. However, as growth for corporate profit and the number of businesses slows
after postrecessionary booms, this will lead to slightly lower industry growth. Despite this, downstream customers
are expected to continue to outsource tasks not related to their core business in order to better compete in their
respective markets.

MAJOR PRODUCTS

Human resources administration

Human resources services covers a broad range of products and services and includes on-going supervisory ed-
ucation and training regarding risk management and employment laws, policies and procedures. This type of ad-
ministration involves the handling of sensitive and complicated employment issues such as employee discipline,
termination and wage and salary planning analysis. Industry players often provide comprehensive employee hand-
books, including customized, site-specific materials concerning each worksite, to all worksite employees. In addi-
tion, service providers maintain employee records compliance with various state and federal laws and regulations
to substantially reduce legal actions arising from lack of proper documentation. Human resources administration
has shrunk as a percentage of revenue over the past five years due to declines in the national unemployment rate
and relatively faster growth in other product segments, including outsourced benefits administration and regula-
tory compliance services. In 2016, human resources administration category is estimated to account for 37.4% of
revenue.

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Benefits administration
Industry players often offer a broad range of benefit programs directly to client employees. Service providers ad-
minister these benefit programs, thereby reducing the administrative responsibilities of clients for maintaining
complex and tax-qualified employee benefit plans. Service providers have the opportunity to combine multiple
worksites into benefit programs, enabling industry players to take advantage of certain economies of scale in the
administration and provision of employee benefits. Benefit programs normally include life insurance coverage,
pension plans and a choice of different health, dental, vision and prescription card coverage. Industry operators
do not directly underwrite insurance plans, but rather provide prepackaged plans to clients on behalf of insur-
ance companies. Employees may also participate in 401(k) or other retirement plans as well as medical and depen-
dent-care reimbursement programs provided by industry operators. This segment has increased significantly over
the past decade, reflecting factors such as rapidly rising plan participation and increased complexity arising from
more stringent regulatory and legislative compliance requirements. In 2016, this segment is estimated to generate
31.5% of revenue. The Affordable Care Act (ACA) that was signed into law in 2010 has drastically increased revenue
from benefits administration. The ACA requires all businesses with 50 or more employees to offer employee health
coverage or pay a fine. According to ZaneBenefits, the deadline for businesses with 50 to 99 full-time equivalent
employees to offer coverage has been extended to 2016 and 2015 to companies with 100 or more full-time equiva-
lent employees. The ACA has nonetheless resulted in more businesses offering health coverage to their employees
and increased revenue from the benefits administration segment.

Regulatory compliance administration

Industry players offering regulatory-compliance management often assume responsibility for the compliance with
many employment-related regulatory requirements. Accordingly, service providers must comply with numerous
federal, state and local laws, including certain tax, workers' compensation, unemployment, immigration, overtime
and hourly wage laws. Other laws that require employer compliance are the Americans with Disabilities Act, the
Family and Medical Leave Act, laws administered by the Equal Employment Opportunity Commission, and employ-
ee benefits laws such as Employee Retirement Income Security Act and the Consolidated Omnibus Budget Recon-
ciliation Act. Continuous introduction of new legislation, particularly within the finance and insurance sector, has
driven demand for third-party service providers that offer regulatory compliance management services. In 2016,
this segment is estimated to generate 17.7% of revenue.

Other services
Other administrative services can range from simple back-office operations to complex financial services such as
trades processing for brokerage firms and investor communication for listed organizations. Some larger industry
participants also provide payroll administration services as a part of their service portfolio. However, revenue de-
rived from payroll services is not included in this industry, but is rather a component of the Payroll and Bookkeeping
Services industry. Payroll involves preparation and processing of client employee paychecks and electronic direct
deposits. Industry players provide their clients with supporting journals, summaries and management reports. Ser-
vice providers normally process and collect federal, state and local payroll taxes from the client and remit these to
the appropriate taxing authority, as well as preparing relevant tax returns and archiving past records as required by
law. Other services will generate an estimated 13.4% of revenue in 2016.

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MAJOR MARKETS

Businesses
Commercial businesses represent the vast majority of revenue for the industry, with large corporations (e.g. busi-
nesses with over 500 employees) accounting for a majority of this segment. Small businesses typically have little
need to outsource human resources and benefits administration due to the small size of their workforce. As a re-
sult, businesses with less than 20 employees account for only 14.7%. Although the industry serves a proportionally
larger number of clients within the small business segment, revenue generated per client in this category is rela-
tively lower. Businesses with between 20 and 500 employees are expected to account for an additional 27.7% of
industry revenue. These companies typically have greater reason to outsource human resources and benefits ad-
ministration as more workers require larger human resources departments and the complexity of handling benefits
and general administration becomes increasingly difficult as companies grow. As companies grow in size, it be-
comes increasingly difficult for them to navigate regulatory compliance administration. Consequently, businesses
with 500 employees or more represent the largest single market for industry services, accounting for an estimated
35.6% of industry revenue in 2016. Over the past five years, rising corporate profit margins and improved busi-
ness sentiment has boosted the business segment's share of industry revenue. Additionally, the Affordable Care
Act (ACA) has also increased revenue from the segment, especially from companies between 50 and 500 employ-
ees. The ACA requires businesses with 50 or more full time equivalent employees to offer health cover or face a
fine. Before the ACA, many of these companies did not offer coverage, and employers who may not have the time
or knowledge to handle arranging coverage are more willing to outsource it to industry operators.

Nonprofit organization and the public sector

Nonprofit organizations are estimated to account for 7.8% of industry revenue. Due to limited knowledge of com-
pliance laws and the voluntary nature of nonprofit work, most nonprofit organizations choose to outsource human
resource management duties to industry operators in order to focus more effectively on their own line of work.
In contrast, government agencies typically outsource this work to industry operators in order to improve bureau-
cratic efficiency and cut down on administrative expenses. Operators that serve government agencies generally
focus solely on the public sector and are typically subject to much broader regulations than operators that pri-
marily serve the business or nonprofit sectors. In 2016, the federal government is expected to account for 3.5% of
industry revenue, while state and local governments account for a combined 2.6% share.

Individuals
Individuals, including independent contractors and freelancers, require a variety of human resources services such
as on-going training and education, direct benefits administration, medical case management services, computer
systems management and other services. Individuals unaffiliated with an incorporated business are estimated to
account for the remaining 8.1% of industry revenue in 2016, having declined in share over the past five years. A
greater share of compliance and case management duties are being handled by employers on behalf of their em-
ployees, rather than directly by individuals.

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STAGE OF DEVELOPMENT

SELECTED STAGE OF DEVELOPMENT: STAGE FOUR

The American Institute of Certified Public Accountants (AICPA) defines six stages of enterprise development:

STAGE ONE

Enterprise has no product revenue to date and limited expense history, and typically an incomplete management
team with an idea, plan, and possibly some initial product development. Typically, seed capital or first-round fi-
nancing is provided during this stage by friends and family, angels, or venture capital firms focusing on early-stage
enterprises, and the securities issued to those investors are occasionally in the form of common stock but are more
commonly in the form of preferred stock.

STAGE TWO

Enterprise has no product revenue but substantive expense history, as product development is underway and busi-
ness challenges are thought to be understood. Typically, a second or third round of financing occurs during this
stage. Typical investors are venture capital firms, which may provide additional management or board of directors
expertise. The typical securities issued to those investors are in the form of preferred stock.

STAGE THREE

Enterprise has made significant progress in product development; key development milestones have been met (for
example, hiring of a management team); and development is near completion (for example, alpha and beta test-
ing), but generally there is no product revenue. Typically, later rounds of financing occur during this stage. Typical
investors are venture capital firms and strategic business partners. The typical securities issued to those investors
are in the form of preferred stock.

STAGE FOUR

Enterprise has met additional key development milestones (for example, first customer orders, first revenue ship-
ments) and has some product revenue, but is still operating at a loss. Typically, mezzanine rounds of financing oc-
cur during this stage. Also, it is frequently in this stage that discussions would start with investment banks for an
IPO.

STAGE FIVE

Enterprise has product revenue and has recently achieved breakthrough measures of financial success such as
operating profitability or breakeven or positive cash flows. A liquidity event of some sort, such as an IPO or a sale
of the enterprise, could occur in this stage. The form of securities issued is typically all common stock, with any
outstanding preferred converting to common upon an IPO (and perhaps also upon other liquidity events).

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STAGE SIX

Enterprise has an established financial history of profitable operations or generation of positive cash flows. An IPO
or sale of the enterprise could also occur during this stage.

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VALUATION METHODOLOGIES

In valuing the FMV of Meetly's common shares, Carta Valuations LLC has considered the three generally accepted
valuation approaches as recommended by the American Institute of Certified Public Accountants (AICPA).

In its Valuation of Privately-Held-Company Equity Securities Issued as Compensation publication, the AICPA out-
lines three approaches to determining fair market value: market approach, income approach, and asset approach.

MARKET APPROACH

According to the AICPA, the market approach is a valuation technique that uses prices and other relevant infor-
mation generated by market transactions involving identical or comparable (that is, similar) assets, liabilities, or a
group of assets and liabilities, such as a business. The market approach derives value based on the value implied
by these other similar enterprises or transactions. Using this approach, Carta Valuations LLC would examine invest-
ments by unrelated parties or examine transactions in enterprises with equity securities similar to Meetly. Within
the market approach, Carta Valuations LLC considers three valuation methods:

▪ Guideline Public Company Method

▪ Guideline Company Transactions Method
▪ Subject Company Transactions Method

GUIDELINE PUBLIC COMPANY METHOD

Relevant market multiples from the guideline comparable public companies are developed using metrics such as
revenue and earnings before interest, taxes, depreciation and amortization (EBITDA).

GUIDELINE TRANSACTIONS METHOD

This methodology utilizes valuation multiples based on actual transactions that have occurred in the subject enti-
ty’s industry or related industries to arrive at an indication of value. These derived multiples are then adjusted and
applied to the appropriate operating data of the subject entity to arrive at an indication of value.

SUBJECT COMPANY TRANSACTIONS METHOD

The method is useful for valuators when there has been a recent transaction in the company's own securities. At a
fundamental level, the Subject Company Transactions Method answers the singular question:

What would the total value of the enterprise need to be, in order for a third-party investor to invest at the given per-share price,
accounting for all liquidation preferences and seniorities for all share classes in the enterprise?

In other words, given that an investment occurred, the method calculates the implied total value of the enterprise
if the valuation accounts for all share class rights and preferences, as of the date of the latest financing.

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According to the AICPA, the backsolve is the most reliable indicator of enterprise value for early-stage customers,
provided that the relevant transactions in the enterprise's shares have occurred at arm's length*.

The Subject Company Transactions Method considers the various terms of an enterprise's shareholder agreements
that would affect the distributions to each class of equity upon a liquidity event as of the future liquidation date,
including:

▪ the level of seniority among securities,

▪ dividend policy,
▪ conversion ratios,
▪ and cash allocations.

*Arm's length transaction: A transaction that was entered into by informed but unrelated market participants, simultane-
ously seeking the best terms possible.

*Note: In many situations, the transactions are not done at arm's length. It is still possible to perform the valuation in these
cases, but additional considerations need to be made.

INCOME APPROACH

According to the FASB ASC glossary, the Income Approach is defined as a:

"Valuation technique that converts future amounts (for example, cash flows or income and expenses) to a single current (that is,
discounted) amount."

This approach finds conceptual support in the basic assumption that the value of an enterprise is represented by
the aggregate expectations of future income and cash flows.

DISCOUNTED CASH FLOW METHOD

The income approach converts future cash flows to a single, current discounted amount. The fair value measure-
ment is estimated on the basis of the value indicated by current market expectations about those future cash flow
amounts. The DCF method converts these future cash flows to their present value using a specific discount rate
that factors in the time value of money and any measurable level of risks associated with the business.

WACC CALCULATION

The Weighted Average Cost of Capital ("WACC") is the rate of return specific to the enterprise being valued that
reflects the risk of investment in said enterprise. In general, the higher the WACC, the higher an investor's expect-
ed return would be for an investment in the enterprise. When performing a Discounted Cash Flow analysis, Carta
Valuations LLC computes an enterprise-specific WACC using the Capital Asset Pricing Model ("CAPM").

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The CAPM formula is defined as follows:

RE = RF + Β * (RM) + SP + CSRP

Where:
Re = Return on equity Rf = Risk-free rate

β = Beta Rm = Market risk premium

SP = Small company size premium CSRP = Company-specific risk premium

SMALL COMPANY SIZE PREMIUM

Given that most of the comparable public companies are much larger than the enterprise being valued, we apply
an additional premium to the cost of equity calculation to reflect the additional premium that investors would re-
quire to invest in small cap public shares.

COMPANY-SPECIFIC RISK PREMIUM

To capture the added risk involved in investing in smaller, less profitable, and less mature companies, an additional
company specific risk premium is applied to the cost of equity calculation. This risk premium reflects the additional
risk associated with the enterprise's revenue relative to the market at large.

ASSET APPROACH

Among the three valuation approaches discussed, the AICPA considers the Asset Approach in most circumstances
to be the weakest valuation method from a conceptual standpoint. This approach is frequently used in valuing cap-
ital-intensive companies and holding companies. Typically this approach would only be used when valuing enter-
prises that:

▪ are in the very early stages of development,

▪ have not yet raised any arms-length financing,
▪ or when there is a limited (or no) basis for the application of the Income Approach or the Market Approach.

COST TO RECREATE METHOD

This method defines an enterprise's fair market value as the sum total of the enterprise's assets minus the sum total
of the corresponding liabilities. In the case that an enterprise's assets are not sufficiently captured on its balance
sheet, the cost to recreate method assumes that the enterprise's fair market value is consistent with the replace-
ment cost (i.e. cost to recreate) of the enterprise's assets.

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EQUITY VALUE ALLOCATION

After calculating the total value of the enterprise, valuators must then allocate the value to the various classes of
securities in the capital structure. The generally accepted methods of equity allocation are explained below.

CURRENT VALUE METHOD (CVM)

The Current Value Method allocates enterprise value to the various series of an enterprise's preferred stock based
on the respective liquidation preferences or conversion values, in accordance with the terms of the enterprise's
Articles/Certificate of Incorporation.

This approach involves allocating the company’s current value among the various capital owners based on their
respective liquidation preferences and conversion, dividend, and other rights under the assumption that all capi-
tal owners act in a manner that maximizes their financial return. Unlike the OPM and the PWERM approaches, this
methodology is not forward-looking, and therefore fails to consider the possibility that the value of the company
and the individual share classes will increase or decrease between the Valuation Date and a future date when the
common shareholders receive a return on their investment (e.g., through a liquidity event such as an IPO or sale/
merger). Per the AICPA guidelines:

“Because the CVM focuses on the present and is not forward looking, the task force believes its usefulness is
limited primarily to two types of circumstances. The first occurs when a liquidity event in the form of an ac-
quisition or dissolution of the enterprise is imminent, and expectations about the future of the enterprise as
a going concern are virtually irrelevant. The second occurs when an enterprise is at such an early stage of its
development that (a) no material progress has been made on the enterprise’s business plan, (b) no significant
common equity value has been created in the business above the liquidation preference on the preferred
shares, and (c) no reasonable basis exists for estimating the amount and timing of any such common equity
value above the liquidation preference that might be created in the future.”

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OPTION PRICING MODEL

This approach allows for the allocation of the determined value of the company among the various equity capital
owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences,
participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall
be distributed among the various ownership classes at a future date. Per the AICPA guidelines:

“The OPM treats common stock and preferred stock as call options on the company’s value, with exercise
prices based on the liquidation preferences of the preferred stock. Under this method, the common stock
has value only if the funds available for distribution to shareholders exceed the value of the liquidation prefer-
ences at the time of a liquidity event (for example, a merger or sale), assuming the enterprise has funds avail-
able to make a liquidation preference meaningful and collectible by the shareholders. The common stock is
modeled as a call option that gives its owner the right, but not the obligation, to buy the underlying value at
a predetermined or exercise price. In the model, the exercise price is based on a comparison with the value
rather than, as in the case of a “regular” call option, a comparison with a per-share stock price. Thus, common
stock is considered to be a call option with a claim on the equity at an exercise price equal to the remaining
value immediately after the preferred stock is liquidated.”

PROBABILITY WEIGHTED EXPECTED RETURN

This approach involves the estimation of future potential outcomes for the company, as well as values and proba-
bilities associated with each respective potential outcome. The common stock per share value determined using
this approach is ultimately based upon probability-weighted per share values resulting from the various future sce-
narios, which can include an IPO, merger or sale, dissolution, or continued operation as a private company. Per the
AICPA guidelines:

“Under a PWERM, the value of the various equity securities are estimated based upon an analysis of future val-
ues for the enterprise, assuming various future outcomes. Share value is based upon the probability-weight-
ed present value of expected future investment returns, considering each of the possible future outcomes
available to the enterprise, as well as the rights of each share class.”

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OPTION PRICING MODEL

Carta Valuations LLC estimated the fair market value of Meetly common shares using the Option Pricing Model
(OPM).

One of the most common AICPA-approved methods to value private companies with complex capital structures
is the Option Pricing Model. The Option Pricing Model (OPM) treats each share class as a call option on the value
of the entire firm, with exercise prices based on the liquidation preferences of the preferred stock. One notable
benefit to using the OPM is that it accounts for the economic rights often seen in venture-capital backed preferred
shares, including preferred liquidation preferences and payout seniority. In this method, each share class only has
value if the funds available for distribution to shareholders exceed the value of the liquidation preferences at the
time of a liquidity event for each of the prior share classes in a company's cap table.

Using the OPM, the common stock is modeled as a call option that gives its owner the right, but not the obligation,
to buy the underlying value at a predetermined price. The considered "price" of these common-stock "call options"
is based on the value of the entire enterprise at specific values ('breakpoints'). Thus, the common stock is consid-
ered to be a call option with a claim on the equity at an exercise price equal to the remaining value immediately
after all share classes with lower-numbered liquidation seniority have liquidated. Carta Valuations LLC utilizes the
Black-Scholes-Merton Option Pricing Model.

OPTION PRICING MODEL CONSIDERATIONS

The OPM considers the various terms of an enterprise's stockholder agreements that would affect the distributions
to each class of equity upon a liquidity event as of the future liquidation date, including:

▪ the level of seniority among securities,

▪ dividend policy,
▪ conversion ratios,
▪ and cash allocations.

OPTION PRICING MODEL INPUTS

The Option Pricing Model relies on four inputs:

▪ the total value of the enterprise,

▪ the expected time to exit,
▪ the risk free rate of interest as of the Valuation Date,
▪ the volatility derived from similar publicly traded companies.

The formula for the Option Pricing Model is as follows:

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Where:

▪ S0 = Total value
▪ X = Breakpoint value
▪ q = Continuously compounded dividend yield
▪ t = Time to exit (years)
▪ σ = Volatility
▪ r = Risk free rate

and d1 and d2 are defined as:

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VOLATILITY ASSUMPTIONS

Volatilities are estimated using historical daily pricing data, provided by CapIQ, for the selected comparable com-
panies. The historical pricing data is gathered for a look-back period that matches the expected term.

Although more typical in later stage companies, the subject company may use both equity and debt instruments to
finance their business activities. Per Section 6.36 of the AICPA Valuation of Privately-Held-Company Equity Securi-
ties Issued as Compensation, “[…] consideration should be given to the effect of the company’s leverage.” In order
to account for the different capital structures across the subject company and its peer group, Carta Valuations LLC
makes adjustments to the capital structure based on the Merton model and the equity volatility and asset volatility
relationships listed below.

Under certain circumstances, applying an asset volatility and allocating enterprise value may have the effect of
shifting value from the senior equity securities to the junior equity securities, as the liquidation preference for the
senior securities is “sandwiched” between debt and the junior securities. When this sandwich effect occurs, Carta
Valuations LLC deems it appropriate to apply an equity volatility (instead of an asset volatility) and allocate equity
value. When such circumstance does not exist, the most appropriate volatility to use when allocating value across
all investments is the asset volatility.

▪ Asset V
Value
alue = total equity and debt value (S
S0) ▪ t = probability weighted time to exit (years)
▪ Equity V
Value
alue = total equity value only ▪ σ = volatility
▪ Deb
Debtt = total value of debt claims outstanding (X
X) ▪ r = risk-free rate
▪ q = continuously compounded dividend yield ▪ N(.) = standard normal cumulative distribution function

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VALUATION ADJUSTMENTS

DISCOUNT FOR LACK OF MARKETABILITY

When valuing closely-held (private) companies, valuators typically apply a discount for lack of marketability (DLOM)
to the share price, to account for the fact that private company shares are not as liquid as their public comparable
company counterparts. In other words, one should expect to pay less for a closely-held (private) share of stock than
that same investor would pay for a publicly-traded, fully liquid security.

Discount for lack of marketability: "An amount or percentage deducted from the value of an ownership interest to
reflect the relative absence of marketability."1

Marketability: "The ability to quickly convert property to cash at minimal cost, with a high degree of certainty of
realizing the anticipated amount of proceeds."1,2

WHAT TO CONSIDER

This valuation, in accordance with the parameters set forth in Mandelbaum v. Commissioner3, takes into account
the following:

▪ The value of the subject corporation's privately traded securities vis-a-vis its publicly traded securities (or, if
the subject corporation does not have stock that is traded both publicly and privately, the cost of a similar
corporation's public and private stock);
▪ an analysis of the subject corporation's financial statements;
▪ the corporation's dividend-paying capacity, its history of paying dividends, and the amount of its prior
dividends;
▪ the nature of the corporation, its history, its position in the industry, and its economic outlook;
▪ the corporation's management;
▪ the degree of control transferred with the block of stock to be valued;
▪ any restriction on the transferability of the corporation's stock;
▪ the period of time for which an investor must hold the subject stock to realize a sufficient profit;
▪ the corporation's redemption policy;
▪ the cost of effectuating a public offering of the stock to be valued, e.g. legal, accounting, and underwriting
fees.

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SUMMARY OF APPROACHES

In preparing this valuation, we considered number of different approaches to computing the proper Discount for
Lack of Marketability, loosely categorizable into the following: benchmark study approach and securities-based
approaches.

1International Glossary of Business Valuation Terms, as adopted in 2001 by American Institute of Certified Public Accoun-
tants, American Society of Appraisers, Canadian Institute of Chartered Business Valuators, National Association of Certi-
fied Valuation Analysts, and The Institute of Business Appraisers.
2Shannon P. Pratt, Alina V. Niculita, Valuing a Business, The Analysis and Appraisal of Closely HeldBusinesses, 5th ed (New
York: McGraw Hill, 2008), p.39.
3Mandelbaum v. Commissioner, T.C. Memo 1995-255, 36.
4Securities Act of 1933 (Section 230.144). Note: Because the holder of restricted common stock is prohibited from selling
any of the stock for full year (1997-2008, thereafter holding period is six months) and has additional constraints on the
amounts that may be sold for an additional year, the restricted stock is significantly less liquid (and therefore less valuable)
than its unrestricted counterpart.

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BENCHMARK STUDY APPROACH

This approach estimates the appropriate DLOM based on restricted stock studies, as well as pre-Initial Public Offer-
ing (IPO) pricing studies. This valuation considers the pre-IPO pricing studies a generally less-accurate indicator of
private company DLOM for smaller, earlier-stage companies. Accordingly, we have not relied upon pre-IPO studies
in determining an appropriate DLOM.

Restricted stock: unregistered common stock of a corporation identical in every respect to its publicly traded
shares, except that it has not been registered, and is therefore, not freely tradable.4

We considered the following restricted stock studies because the effect of lack of marketability can be quantified
by comparing the sale price of publicly traded shares to the sale price of so-called restricted shares of the same
company that are identical in all rights and powers except for their ability to be freely marketed. Restricted stock
studies are published, empirical studies, the most often cited of which are indicated below:

Empirical study Time period covered Mean DLOM

SEC overall average [a] Jan 1966 - Jan 1969 25.8%

[a]
SEC non-reporting OTC companies Jan 1966 - Jan 1969 32.6%

Gelman [b] Jan 1968 - Dec 1970 33.0%

Trout [c] Jan 1968 - Dec 1972 33.5%

[d]
Moroney Jan 1969 - Dec 1972 35.6%
[e]
Maher Jan 1969 - Dec 1973 35.4%
[f]
Standard Research Consultants Oct 1978 - Jun 1982 45.0% (median)

Willamette Management Associates [g] 1981 - 1984 31.2% (median)

Silber [h] Jan 1981 - Dec 1988 33.8%

[i]
FMV Opinions, Inc. Jan 1979 - Apr 1992 23.0%
[j]
Management Planning, Inc. Jan 1980 - Dec 1996 27.1%
[k]
Bruce Johnson Study Jan 1991 - Dec 1995 20.0%

Columbia Financial Advisors [l] Jan 1996 - Apr 1997 21.0%

Columbia Financial Advisors [l] May 1997 - Dec 1998 13.0%

[a]Discounts Involved in Purchases of Common Stock (1966-1969), Institutional Investor Study Report of the Securities and Exchange Commission, H.R. Do. No. 92-64, Part 5, 92nd
Congress, 1st Session, 1971, 2444- 2456.
[b]Gelman, Milton, An Economist Financial Analyst’s Approach to Valuing Stock of a Closely Held Company, Journal of Taxation, June 1972, 353-354.

[c]Trout, Robert R., Estimation of the Discount Associated with the Transfer of Restricted Securities, Taxes, June 1997, 381-384.

[d]
Moroney, Robert E., Most Courts Overvalue Closely Held Stocks, Taxes, March 1993, 144-154.
[e]
Maher, Michael J., Discounts for Lack-of-marketability for Closely Held Business Interests, Taxes, September 1976, 562-71.
[f]
Pittock, William F., and Stryker, Charles H., Revenue Ruling 77-287 Revisited, SRC Quarterly Reports, Spring 1983.
[g]
Willamette Management Associates study (unpublished)
[h]
Silber, William L., Discounts on Restricted Stock: The Impact of Illiquidity on Stock Prices, Financial Analysts Journal, July-August 1991, 60-64.
[i]
Hall, Lance S., and Timothy C . Polacek, “Strategies for Obtaining the Largest Valuation Discounts,” Estate Planning, January/February 1994. pp. 38-44.
[j]
Oliver, Robert P. and Roy H Meyers, “Discounts Seen in Private Placements of Restricted Stock: The Management Planning, Inc., Long-Term Study (1980-1996)” (Chapter 5) in
Robert F, Reilly and Robert P. Schweihs, eds, The Handbook of Advanced Business Valuations (New York: McGraw-Hill, 2000).
[k]
Johnson, Bruce, "Restricted Stock Discounts, 1991-95", Shannon Pratt’s Business Valuation Update, Vol. 5, No. 3, March 1999, pp. 1-3. “Quantitative Support for Discounts for
Lack of Marketability.” Business Valuation Review, December, 1999, pp. 152- 155
[l]
CFAI Study, Aschwald, Kathryn F., "Restricted Stock Discounts Decline as Result of 1-Year Holding Period – Studies After 1990 'No Longer Relevant' for Lack of Marketability Dis-
counts", SHANNON PRATT'S BUSINESS VALUATION UPDATE, Vol. 6, No. 5, May 2000, pp. 1-5.

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SECURITIES-BASED APPROACHES

Securities-based approaches to computing Discount for Lack of Marketability rely on firmly-established stock op-
tion pricing theory. In compiling this valuation, we considered three distinct stock option pricing models - The
Chaffe Approach, The Asian Put Approach and The Finnerty Approach.

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THE CHAFFE APPROACH6

S0 = total equity value σ = volatility

X = equity breakpoint value r = risk-free rate
q = continuously compounded dividend yield N(.) = standard normal cumulative distribution function
t = time to expiration (% of year)

REPRESENTATIVE DLOMS

Time to exit Volatility: 25.00% 50.00% 75.00% 100.00% 125.00%

1 year 9.25% 18.97% 27.48% 37.40% 45.86%

2 years 12.61% 26.01% 37.41% 50.11% 60.25%

3 years 14.97% 30.98% 44.20% 58.28% 68.81%

4 years 16.81% 34.84% 49.30% 64.02% 74.35%

5 years 18.32% 37.97% 53.50% 68.20% 78.00%

6
David B.H. Chaffe III, “Option Pricing as a Proxy for Discount for Lack of Marketability in Private Company Valuations,” Business Valuation Review (December 1993): 182–6. (Model
corrected and updated in 2009; the Carta Valuations LLC uses the corrected, updated model)

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THE ASIAN PUT APPROACH7

P = Discount for Lack of Marketability σ = Volatility

K = F0 = The value of the share of common stock without r = Risk-free rate
transfer restrictions e = The mathematical constant = 2.71828...
q = Continuously compounded dividend yield N(.) = Standard normal cumulative distribution function
T = Time to expiration (% of year)

REPRESENTATIVE DLOMS

Time to exit Volatility: 25.00% 50.00% 75.00% 100.00% 125.00%

1 year 6.00% 12.00% 19.00% 26.00% 33.00%

2 years 9.00% 18.00% 28.00% 37.00% 47.00%

3 years 11.00% 22.00% 34.00% 46.00% 57.00%

4 years 12.00% 26.00% 39.00% 53.00% 64.00%

5 years 14.00% 29.00% 44.00% 58.00% 70.00%

7
David LeRay, “Efficient Pricing of an Asian Put Option Using Stiff ODE Methods”, A Master’s Project, Worcester Polytechnic Institute Review (2007).

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THE FINNERTY APPROACH8

D(T) = Discount for Lack of Marketability σ = Volatility

V0 = The value of the share of common stock without transfer r = Risk-free rate
restrictions e = The mathematical constant = 2.71828...
q = Continuously compounded dividend yield N(.) = standard normal cumulative distribution function
t = Time to expiration (% of year)

REPRESENTATIVE DLOMS

Time to exit Volatility: 25.00% 50.00% 75.00% 100.00% 125.00%

1 year 5.72% 11.24% 16.34% 20.85% 24.62%

2 years 8.04% 15.50% 21.84% 26.63% 29.74%

3 years 9.79% 18.52% 25.26% 29.50% 31.49%

4 years 11.24% 20.85% 27.54% 30.95% 32.05%

5 years 12.49% 22.73% 29.10% 31.66% 32.22%

Note: The Finnerty model has a mathematical asymptote at approximately 32%. Thus, for companies at higher volatilities, this model may understate the proper DLOM. 8 John D.
Finnerty, “An Average-Strike Put Option Model of the Marketability Discount”, The Journal of Derivatives (2012).

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THE DIFFERENTIAL PUT APPROACH

The Differential Put Approach is an option pricing model method that quantitatively approximates a discount for
lack of marketability of common stock in a company where a precedent transaction, typically a preferred stock fi-
nancing round, is used as an indication of fair value.

When applying the backsolve methodology to determine the value of common stock based on the price paid in
the most recent preferred financing round, the resulting value of common stock already incorporates an implied
discount for lack of marketability that is reflected in the price of the most recent preferred stock transaction. There-
fore, according to the differential put approach, the appropriate discount for lack of marketability for the common
stock is the incremental discount between the common stock and most recently transacted preferred share class.

The Chaffe or the Finnerty put models are applied to the share class volatilities to determine the specific discount
for each share class.

S0 = total equity value r = Risk-free rate

X = equity breakpoint value e = The mathematical constant = 2.71828...
t = Time to expiration (% of year) N(.) = standard normal cumulative distribution function
σ = Volatility

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VOLATILITY ANALYSIS

Historical volatilities as of the Valuation Date.

Company name 1 year 2 years 3 years 4 years

ACI Worldwide, Inc. 29.65% 29.27% 29.28% 28.44%

American Software, Inc. 38.58% 33.63% 31.78% 31.39%

Asure Software, Inc. 72.03% 61.19% 57.74% 53.73%

Ceridian HCM Holding Inc. 44.81% 44.81% 44.81% 44.81%

Miroku Jyoho Service Co., Ltd. 40.35% 37.37% 40.01% 38.77%

Model N, Inc. 32.01% 32.88% 39.76% 37.09%

PROS Holdings, Inc. 34.76% 35.21% 37.78% 41.94%

Paylocity Holding Corporation 39.76% 34.79% 37.08% 40.92%

Smartsheet Inc. 64.44% 64.44% 64.44% 64.44%

TriNet Group, Inc. 35.85% 35.61% 35.28% 44.04%

Tyler Technologies, Inc. 23.86% 21.36% 22.34% 25.60%

UKG Inc. 33.35% 30.27% 28.48% 28.91%

Maximum 72.03% 64.44% 64.44% 64.44%

90th percentile 62.48% 59.55% 56.45% 52.84%

75th percentile 41.47% 39.23% 41.21% 44.23%

Median 37.22% 35.00% 37.43% 39.84%

Mean 40.79% 38.40% 39.07% 40.01%

25th percentile 33.02% 32.23% 31.15% 30.77%

10th percentile 29.88% 29.37% 28.56% 28.49%

Minimum 23.86% 21.36% 22.34% 25.60%

Source: Capital IQ

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