Market Update M&Amarlin & Associates Investment Banking and Strategic Advisory to the Technology, Information and Healthcare Industries

DECEMBER 2016

MARKET UPDATE M&AMARLIN & ASSOCIATES INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES

New York

San Francisco

Washington, D.C.

Toronto

Year End – a time to reflect and aspire. Our December 2016 General Market Update Dear Clients and Friends:

The report found below is our latest update on the m&a values and trends in the dozen+ sectors of the information technology industry that we follow and sometimes lead. This is our last report for 2016.

December is a time for many to reflect on their accomplishments - and to look forward to new aspirations and challenges.

Our accomplishments this year were many: we advised a wide range of clients - helping some raise capital and others buy and sell - always trying to act strategically. Our clients ranged from Agilum in the healthcare IT space, to Xignite at the cutting edge of fintech; from Singapore based Crayon Data, offering advanced predictive analytics, to Phoenix based Billing Tree; a leading provider of omni- channel, integrated payments solutions to the healthcare, and financial services industries; and several others in between.

We’re pleased that, in April, the M&A Advisor named our Jeff Trongone as an “Emerging Leader” (once called “40 Under 40”); and named our firm as the “Cross-Border Boutique Investment Bank of the Year”; in August, St. Martin’s Press published my book: The Marine Corps Way to Win On Wall Street (It’s gotten good reviews on Amazon, Forbes and elsewhere.) In November, Institutional Investor again named me as among the 35 most influential people in Financial Technology; and this month, M&A received recognition from ACQ Global Advisors as TMT Advisory Firm of the Year, Boutique Investment Banking Firm of the Year, and “Game Changer of the Year”.

As we look forward, we see a global economy that has exceeded the average duration yet continues to grow, an m&a environment that remains robust, and a political environment that is simply unpredictable. Fortunately we have a roster of clients with strong prospects. So we’ll just keep our heads down and aspire to continue serving our clients diligently with a commitment to excellence – and hope for political leadership with the wisdom and ability to keep us all safe and secure, healthy and prosperous.

A few of the more interesting deals this month include:

• Symantec (Nasdaq:SYMC) acquired LifeLock (NYSE:LOCK) for • Singapore Exchange Limited (SGX:S68) acquired Asian Gateway $2.5bn valuing the Company at an implied 3.6x LTM revenue Investments (Singapore) for $99mm, and 50x LTM EBITDA, • Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm • The Allstate Corporation (NYSE:ALL) agreed to acquire ($161mm), SquareTrade (San Francisco, CA) for $1.4bn, • LendingTree (NASDAQ: TREE) acquired CompareCards for • Vantiv (NYSE:VNTV) acquired Moneris Solutions (the US $130mm, business of Moneris) for $425mm, • Broadridge (NYSE:BR) acquired M&O Systems for an • GTCR (Chicago, IL) acquired RevSpring and committed up to undisclosed sum. Marlin & Associates acted as exclusive $400mm to complete this as well as pursue complementary strategic and financial advisor to M&O Systems. acquisitions,

We wish you and your families happy healthy holidays and look forward to working with you in the New Year.

Sincerely,

Kenneth B. Marlin | Managing Partner Marlin & Associates | www.marlinllc.com

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information- technology transactions. DECEMBER 2016

MARLIN & ASSOCIATES MARKET UPDATE

03 Sector Comparison Snapshot

04 Sector Analyses

04 Application Software

05 B2B E-commerce & Marketing Technologies

06 Banking Software & Processors

07 Business Intelligence Software

08 Capital Markets Software & Services

09 Data & Analytics – Financial Services

10 Healthcare Information Software Systems

11 Information & Market Research

12 Insurance Technology

13 Payment Technology

14 Securities Exchanges

15 Security Software

16 Technology-Enabled Financial Institutions

17 Technology-Enabled Healthcare Services

18 Merger-and-Acquisition Activity Trends

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 02 above. DECEMBER 2016 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2016 Revenue

Securities Exchanges Healthcare Info Software Data & Analytics - Financial Services B2B E-commerce & Marketing Technologies Application Software Banking Software & Processors Security Software Payment Technology Business Intelligence Software Insurance Technology Tech-enabled Healthcare Services Tech-enabled Financial Institutions * Capital Markets Software & Services Information & Market Research

0x 2x 4x 6x 8x 10x

Enterprise Value / 2016 EBITDA

Tech-enabled Healthcare Services Tech-enabled Financial Institutions * Security Software Securities Exchanges Payment Technology Insurance Technology Information & Market Research Healthcare Info Software Data & Analytics - Financial Services Capital Markets Software & Services Business Intelligence Software Banking Software & Processors B2B E-commerce & Marketing Technologies Application Software

0x 5x 10x 15x 20x

*Tech-enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT

Public Market Data

5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Application Software Index vs. S&P 500, base = 100

7. 5x 45x 280

250 6. 5x 36x 220 5. 5x 190 27x 4. 5x 160 EV / EBITDA

EV / Revenue EV 130 18x 3. 5x 100

2. 5x 9x 70 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Appli cation Softwar e Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Oracle 169,642 155,699 4.2x 4.2x 10.2x 9.4x (3%) (0%) 41% 44% SAP 100,203 103,025 4.7x 4.4x 17.0x 13.0x 18% 6% 27% 34% Salesforce 49,714 51,029 7.7x 6.1x na 29.6x 24% 26% 7% 21% Intuit 29,329 29,824 6.7x 6.1x 22.9x 16.8x 6% 10% 29% 36% Workday 16,820 15,434 13.3x 9.9x na na 48% 34% n/a 9% CA Technologies 13,263 12,767 3.2x 3.2x 10.3x 7.9x (7%) 0% 31% 40% Constellation Softw are 10,035 10,056 5.5x 4.7x 23.5x 18.5x 10% 16% 23% 26% Amdocs 8,786 7,890 2.2x 2.1x 11.4x 10.6x 1% 3% 19% 20% NICE Sy s tems 4,180 3,492 3.8x 3.4x 15.6x 12.2x 6% 11% 24% 28% Manhattan Associates 3,759 3,649 6.6x 6.0x 21.6x 16.6x 13% 9% 30% 36% Softw are AG 2,695 2,596 2.8x 2.8x 9.4x 8.8x 2% 1% 30% 32% Paycom Softw are 2,643 2,599 11.6x 7.9x 61.8x 29.2x 49% 46% 19% 27% Zendesk 2,003 1,792 8.6x 5.8x na na 64% 49% n/a 2% Paylocity 1,696 1,618 8.6x 6.2x na 51.3x 47% 40% n/a 12% Callidus Softw are 911 725 4.2x 3.5x na 31.3x 27% 19% 0% 11% Trim Mean 18,856 18,905 6.0x 4.9x 16.6x 17.8x 19% 17% 24% 25% Median 8,786 7,890 5.5x 4.7x 16.3x 16.6x 13% 11% 26% 27%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced

Infor (New York, NY) raised more than $2bn in funding from Koch Equity 11/16/16 Development. The investment was a combination of preferred and common equity. Infor plans to use the proceeds to accelerate innovation and expand distribution.

MacroPoint LLC (Cleveland, OH) raised $44mm in funding from Susquehanna Growth 11/15/16 Equity. MacroPoint develops automated location tracking solutions for freight brokers, third party logistic firms and shippers.

Aspen Technology (Nasdaq:AZPN) acquired Mtelligence for $37mm. Mtelligence 10/27/16 provides asset performance optimization software to manufacturers and utilities.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 04 above. DECEMBER 2016 B2B E-commerce & Marketing Technologies

Public Market Data

5 Year LTM Revenue & EBITDA Multiples[1] 5 Year M&A eCommerce Index[1] vs. S&P 500, base = 100

11.0x 60x 180

9. 0x 48x 160

140 7. 0x 35x

120 EV / EBITDA EV / Revenue EV 5. 0x 23x 100

3. 0x 10x Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 80 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A eCommerce Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Mercadolibre 7,419 7,253 11.1x 8.6x 40.6x 34.3x 17% 29% 27% 25% Shopify 3,133 2,733 13.3x 7.2x na nm 95% 86% na 0% HubSpot 1,868 1,755 9.6x 6.5x na na 57% 48% na na NeuStar 1,244 2,111 2.0x 1.7x 5.3x 3.9x 9% 15% 38% 45% Focus Technology 1,189 1,043 14.5x 10.6x nm nm (3%) 36% 3% 12% ChannelAdvisor 284 220 2.2x 1.9x na 42.7x 18% 13% na 5% Mediagrif Interactive 209 229 4.2x 3.9x 12.3x 10.2x 2% 9% 34% 38% QuinStreet 133 94 0.3x 0.3x na 9.4x 3% 8% na 3% Trim Mean 1,321 1,349 7.1x 5.0x 12.3x 18.0x 18% 25% 31% 17% Median 1,217 1,399 6.9x 5.2x 12.3x 10.2x 13% 22% 31% 12%

[1] Shopify (SHOP) added to the index as of IPO 5/21/15

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced

SendGrid (Denver, CO) raised $33mm in series D funding led by Bain Capital 11/17/16 Ventures. SendGrid provides a cloud-based platform that provides email services to solve the challenges of reliably delivering emails on behalf of growing companies.

Criteo (NASDAQ:CRTO) acquired HookLogic for $250mm. HookLogic provides performance marketing services to manufacturers and hotels, offers retail search 10/4/16 exchange/native advertising, paid product listings integration, and closed-loop advertising solutions to e-commerce site owners through its platform.

Vista Equity (Austin, TX) acquired GovDelivery from Actua for $153mm. GovDelivery is a digital marketing platform that connects national, regional, and local governments 9/26/16 with citizens in order to promote the usage of services, enhance public awareness, and increase the contributions and involvement of citizen communities.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 05 above. DECEMBER 2016 Banking Software & Processors

Public Market Data

5 Year LTM Revenue & EBITDA Multiples[1] 5 Year M&A Banking Software Index[1] vs. S&P 500, base = 100

5.0x 22x 280

4.5x 20x 250 18x 4.0x 220 16x 3.5x 190 14x 3.0x 160 EV / EBITDA

EV / Revenue 12x

2.5x 10x 130

2.0x 8x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Banking Software Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

FIS¹ 25,473 35,656 3.9x 3.8x 13.4x 12.1x (1%) 3% 29% 31% Fiserv 23,299 27,604 5.3x 5.0x 17.2x 14.4x 4% 5% 31% 35% Jack Henry & Associates 6,815 6,731 5.2x 4.8x 15.0x 13.2x 6% 7% 34% 37% Temenos 4,988 5,261 9.7x 8.3x 44.4x 22.5x 16% 16% 22% 37% Oracle Financial Services 3,850 3,421 5.8x 5.2x 14.4x 13.2x 4% 10% 40% 40% Ellie Mae 2,764 2,377 9.4x 6.7x 49.5x 21.4x 57% 39% 19% 31% ACI Worldw ide 2,161 2,862 2.7x 2.9x 16.4x 12.2x 3% (6%) 17% 24% Q2 Holdings 1,176 1,084 10.0x 7.3x nm nm 38% 37% na na Bottomline Technologies 951 996 3.0x 2.9x 24.4x 12.9x 4% 2% 12% 22% Sw ord Group 276 249 1.7x 1.4x 11.6x 9.2x 18% 17% 15% 16% Polaris Consulting & Services 241 170 0.6x nm 4.9x nm 0% na 12% na Microgen 139 138 3.4x 2.8x 13.7x 11.2x 7% 24% 25% 25% Gresham Computing 94 89 4.8x 4.1x 35.2x 18.6x 16% 16% 14% 22% Trim Mean 4,242 4,627 5.0x 4.6x 20.6x 14.3x 10% 14% 22% 29% Median 2,161 2,377 4.8x 4.5x 15.7x 13.2x 6% 13% 20% 31%

[1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced

QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new investor Sunshine Insurance Group, and including participation from Guosen 11/28/16 Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. QuantGroup provides online financial services in China.

LendingTree (Nasdaq:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card 11/16/16 comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018. Meta Financial Group (Nasdaq:CASH) acquired Specialty Consumer Services (SCS) for $54mm. SCS offers a loan management platform and a proprietary underwriting 11/10/16 model that are primarily used to deliver consumer tax advances and other consumer credit services. The transaction consideration consists of approximately $15mm at closing, with potential for additional contingent payments.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 06 above. DECEMBER 2016 Business Intelligence Software

Public Market Data

5 Year LTM Revenue & EBITDA Multiples[1] 5 Year M&A BI Index[1] vs. S&P 500, base = 100

12.0x 60x 220

200 10.0x 50x 180

8.0x 40x 160

6.0x 30x 140 EV / EBITDA

EV / Revenue 120 4.0x 20x 100

2.0x 10x 80 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A BI Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Open Text 7,778 9,063 5.0x 4.6x 17.2x 13.1x (2%) 7% 29% 36% Splunk 7,760 6,733 10.1x 7.2x na nm 48% 39% na 9% Tableau Softw are 3,414 2,550 3.9x 3.2x na 39.2x 58% 23% na 8% Verint Systems 2,362 2,809 2.5x 2.6x 20.2x 12.2x 0% (6%) 12% 22% Microstrategy 2,235 1,657 3.1x 3.2x 11.2x 12.4x (9%) (3%) 28% 26% Talend 646 556 7.3x 5.3x na na 21% 38% na na Hortonw orks 545 461 3.8x 2.6x na na 165% 48% na na Trim Mean 3,283 2,861 4.6x 3.8x 17.2x 12.7x 25% 21% 28% 19% Median 2,362 2,550 3.9x 3.2x 17.2x 12.7x 21% 23% 28% 22%

[1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced

Connotate Technologies (New Brunswick, NJ) raised $11mm in a Series B1 round led 11/17/16 by Long River Ventures. Connotate provides a Web data extraction platform provider for the information services industry and data-centric businesses.

Metamarkets (San Francisco, CA) raised $14mm in a debt round led by Wellington Financial. Metamarkets Group develops a real-time analytics platform for the digital 10/12/16 advertising space. The capital will help Metamarkets expand its engineering team and invest even further in its real-time data processing infrastructure.

Wavefront (Palo Alto, CA) raised $53mm in a funding round led by Tenaya Capital. Wavefront operates a cloud-based analytics platform for managing data centers. Its 10/4/16 platform enables users to ask new questions; get real-time answers; send data points every day; localize an issue by identifying and addressing the culprit during a crisis; prevent downtime; and get alerts on various situations.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 07 above. DECEMBER 2016 Capital Markets Software & Services

Public Market Data

5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Capital Markets Index vs. S&P 500, base = 100

3.5x 25.0x 220

200

3.0x 20.0x 180

160

2.5x 15.0x 140 EV / EBITDA EV / Revenue

120

2.0x 10.0x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Capital Markets Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

IHS Mar kit¹ 12,223 15,366 4.7x 4.2x 16.0x 11.4x 5% 10% 29% 37% Broadridge 7,872 8,771 3.1x 2.5x 14.8x 12.9x 7% 25% 21% 20% SS&C Technologies 6,201 8,590 8.6x 5.7x 26.1x 14.1x 30% 52% 33% 40% Computershare 4,762 6,064 3.1x 3.0x 10.1x 11.3x (3%) 5% 31% 26% DST 3,406 3,337 1.7x 2.1x 8.2x 8.8x (1%) (20%) 20% 23% SimCor p 1,949 1,912 6.4x 6.1x 24.2x 25.4x 15% 5% 26% 24% Envestnet 1,549 1,790 4.3x 3.1x 35.4x 17.8x 21% 37% 12% 17% IRESS 1,385 1,505 5.6x 5.1x 22.3x 16.9x 10% 8% 25% 30% Fidessa group 1,103 1,019 2.7x 2.5x 16.1x 9.2x 7% 11% 17% 27% First Derivatives 688 709 5.2x 4.2x 39.6x 21.8x 39% 24% 13% 19% Linedata Services 330 343 1.9x 1.9x 7.4x 6.5x 9% (2%) 25% 29% Cinnober 127 125 3.8x 3.2x 58.5x nm 10% 18% 6% 2% StatPro Group 93 104 2.7x 2.4x 21.1x 16.7x (6%) 17% 13% 14% Brady 74 66 1.9x 1.7x nm 11.9x (12%) 11% 0% 15% Lombard Risk Management 36 28 0.9x 0.8x 23.1x na 6% 25% 4% na Trim Mean 2,272 2,641 3.6x 3.2x 21.4x 13.9x 9% 15% 19% 23% Median 1,385 1,505 3.1x 3.0x 21.7x 12.9x 7% 11% 20% 24%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Nutmeg (London, United Kingdom) raised $37mm in a Series C funding round led by new investor Convoy Technologies Limited, and including existing investors Armada Investment, Balderton Capital, Nigel Wray, Pentech Ventures, and Schroders. 11/21/16 Nutmeg reportedly now manages more than £500mm ($635mm) of capital for more than 20,000 clients. This brings the company’s total funding raised to date to more than $75mm.

Preqin (London, UK) acquired Baxon Solutions for an undisclosed sum. Baxon provides portfolio management and investor reporting tools to private equity firms. 11/14/16 Baxon’s founders will continue to hold a minority stake in the company. Preqin and Baxon had initially formed a strategic partnership in January 2015.

Broadridge (NYSE:BR) acquired M&O Systems for an undisclosed sum. The acquisition will help Broadridge expand its wealth management offerings to include a 11/4/16 best-of-breed, back-office agnostic compensation management tool. The acquisition is Broadridge’s 7th in 2016. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 08 above. DECEMBER 2016 Data & Analytics – Financial Services

Public Market Data

5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Data & Analytics Financials Index vs. S&P 500, base = 100

6.0x 19x 280

235 5.0x 16x

190

4.0x 13x EV / EBITDA EV / Revenue 145

3.0x 10x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A D&A Financial Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Thomson Reuters 32,669 41,507 3.4x 3.7x 16.0x 13.3x (3%) (8%) 21% 28% S&P Global 31,568 34,101 6.4x 6.1x 15.4x 13.8x 5% 5% 42% 44% Moody's 19,527 21,075 6.0x 5.9x 13.3x 13.1x 5% 3% 46% 45% Experian 18,121 21,274 4.6x n/a 12.0x n/a (3%) n/a 38% n/a Verisk Analytics 14,272 16,390 7.9x 8.2x 17.3x 16.4x 18% (3%) 46% 50% Equifax 13,883 16,656 6.3x 5.3x 18.2x 14.8x 9% 18% 34% 36% MSCI 7,523 8,624 8.0x 7.5x 17.9x 15.2x 8% 7% 45% 49% FactSet Research Systems 6,515 6,562 6.3x 5.7x 17.7x 16.1x 10% 11% 36% 36% CoStar Group 6,200 6,014 8.4x 7.2x 65.8x 23.5x 24% 18% 13% 31% Dun & Bradstreet 4,455 5,747 3.5x 3.4x 13.4x 11.6x 3% 4% 26% 29% FICO 3,663 4,158 4.9x 4.7x 21.3x 20.0x 7% 5% 23% 23% CoreLogic 3,365 4,822 3.2x 2.5x 14.9x 9.8x 9% 27% 21% 26% Morningstar 3,157 2,952 3.7x 3.7x 11.6x 11.8x 4% 0% 32% 32% Trim Mean 11,736 13,220 5.6x 5.3x 16.1x 14.6x 7% 7% 33% 35% Median 7,523 8,624 6.0x 5.5x 16.0x 14.3x 7% 5% 34% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced London Stock Exchange Group (LSE:LSE) acquired Mergent for an undisclosed sum. Mergent is a leading provider of business and financial information on public and 11/21/16 private companies and adds to LSEG’s data and analytics capabilities. The Mergent business will form part of LSEG’s Information Services Division which includes FTSE Russell, among other real time and reference data products. eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. Public Plan IQ is a SaaS-based platform that provides access to public pension plan 11/10/16 reporting and board documents and houses more than 10,000 documents. The acquisition builds upon eVestment’s intelligence offering to institutional investors, consultants and managers. Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. BrightScope is a financial information company that provides a suite of proprietary 11/1/16 datasets, data management capabilities and analytics to asset managers, record- keepers, financial advisors, and other market participants. The transaction follows Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 09 above. DECEMBER 2016 Healthcare Information Software Systems

Public Market Data

5 Year LTM Revenue & EBITDA Multiples[1] 5 Year M&A HISS Index[1] vs. S&P 500, base = 100

7.0x 50x 180

6.0x 40x 160

5.0x 30x 140 4.0x EV / EBITDA EV / Revenue 20x 120 3.0x

2.0x 10x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A HISS Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Cerner 17,165 17,045 3.9x 3.6x 14.1x 10.9x 31% 10% 28% 33% Veeva Systems 6,853 6,342 15.5x 11.8x nm 37.7x 31% 32% 22% 31% athenahealth 3,784 3,945 4.3x 3.6x 64.8x 16.3x 23% 19% 7% 22% Medidata 3,189 3,119 7.9x 6.7x nm 29.4x 17% 18% 10% 23% Health Equity 2,675 2,509 19.8x 14.1x nm 40.4x 44% 40% 27% 35% Inovalon 2,326 1,884 4.3x 4.0x 13.4x 14.1x 21% 8% 32% 28% Allscripts 2,045 3,616 2.6x 2.3x 32.2x 12.8x 1% 12% 8% 18% CompuGroup Medical 2,024 2,367 4.0x 3.9x 23.9x 17.5x 5% 1% 17% 23% The Advisory Board 1,433 1,944 2.5x 2.4x 18.9x 10.2x 34% 6% 13% 23% NantHeatlh 1,397 1,194 20.5x 11.1x nm na 72% 84% na na Quality Systems 814 836 1.7x 1.7x 15.0x 10.4x 3% 2% 11% 16% Benefitfocus 809 824 4.5x 3.5x nm na 35% 26% na na iRhythm Technologies 644 771 21.3x 12.3x nm na 66% 74% na na Computer Programs & Systems 321 473 2.6x 1.8x 14.2x 9.2x (11%) 47% 18% 19% Trim Mean 2,333 2,446 7.7x 5.6x 19.7x 17.7x 26% 25% 17% 24% Median 2,034 2,155 4.3x 3.8x 16.9x 14.1x 27% 18% 17% 23%

[1] Benefitfocus added to the index as of IPO 9/18/13, Veeva added on 10/16/13, and Imprivata added on 6/24/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced ContextMedia (Chicago, IL) acquired AccentHealth for an undisclosed sum. AccentHealth provides patient education at the point of care; its content is produced 11/16/16 by CNN's Medical Unit, hosted by Dr. Sanjay Gupta, and by Harvard Medical School. AccentHealth was acquired by M/C Ventures Partners and Bank of America Capital for approximately $120mm in 2008. CareCloud (Miami, FL) raised $31.5mm in Series C funding led by Blue Cloud Ventures and included participation from PNC Financial Services and First Data Corp, 11/15/16 in addition to a number of existing investors. CareCloud provides EMR and RCM solutions to physicians. Including this round, CareCloud has raised approximately $130mm in capital. Practice Fusion (San Francisco, CA) raised an undisclosed amount of funding from new investor ORIX Growth Capital. Practice Fusion provides cloud-based electronic 11/8/16 health records to more than 30,000 doctors. ORIX Growth Capital is related to ORIX Corp, which is a large, diversified financial institution listed on the Tokyo Stock Exchange. Prior to this round, Practice Fusion has raised over $160mm in capital.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 10 above. DECEMBER 2016 Information & Market Research

Public Market Data

5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Info & Mkt Research Index vs. S&P 500, base = 100

4.0x 18x 200

180 3.5x 16x

160 3.0x 14x 140 EV / EBITDA EV / Revenue 2.5x 12x 120

2.0x 10x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Info & Mkt Research Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Reed Elsevier (RELX Group) 34,942 39,622 5.2x 4.6x 17.6x 13.2x 3% 13% 30% 35% Nielsen 15,541 23,253 3.8x 3.7x 15.5x 12.1x (2%) 2% 24% 30% Wolters Kluw er 10,824 12,804 2.8x 2.8x 10.8x 10.8x 15% 2% 26% 26% Gartner 8,617 8,902 4.1x 3.6x 25.2x 19.2x 7% 13% 16% 19% Pearson 8,173 8,724 1.5x 1.5x 9.9x 9.2x (2%) 0% 16% 17% Informa 5,324 6,656 4.4x 3.8x 14.1x 11.6x 7% 15% 31% 33% UBM 3,969 4,027 4.1x 3.9x 16.1x 13.4x 40% 7% 26% 29% Euromoney Institutional Investor 1,721 1,681 3.3x 3.3x 8.1x 12.7x (1%) 1% 41% 26% comScore 1,145 1,031 2.8x 2.0x 27.8x 8.6x 12% 38% 10% 23% Forrester Research 754 619 2.0x 1.9x 19.2x 15.4x 1% 4% 10% 12% Trim Mean 6,914 8,385 3.4x 3.1x 16.1x 12.3x 5% 7% 22% 26% Median 6,748 7,690 3.5x 3.5x 15.8x 12.4x 5% 5% 25% 26%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Verisk Analytics (NasdaqGS:VRSK) acquired The GeoInformation Group for an undisclosed sum. The GeoInformation Group offers large-scale mapping services 11/14/16 and geospatial data and analytic solutions to a broad set of companies and more than 300 public sector organizations. The acquisition bolsters Verisk’s presence in the United Kingdom as a data and analytics provider across multiple markets.

Gartner (NYSE:IT) acquired Machina Research for an undisclosed sum. Machina Research provides market intelligence and strategic insight on Internet of Things 11/9/16 (IoT), Machine-to-Machine (M2M), and big data opportunities. The acquisition is part of Gartner’s strategy of investing further in IoT capabilities.

20/20 Research (Nashville, TN) acquired iModerate for an undisclosed sum. 10/17/16 iModerate offers online qualitative market research services and fits strategically with 20/20’s QualBoard discussion and QualMeeting interview platforms.

Public Market Data

5 Year LTM Revenue & EBITDA Multiples[1] 5 Year M&A Insurance Tech Index[1] vs. S&P 500, base = 100

3.0x 20x 250

220 2.5x 15x

190 2.0x 10x 160 EV / EBITDA EV / Revenue 1.5x 5x 130

1.0x 0x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Insurance Tech Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Guidew ire Softw are 4,083 3,553 9.0x 8.0x nm 45.2x 7% 12% 5% 18% Ebix 1,949 2,113 8.0x 7.2x 21.6x 18.9x 24% 11% 37% 38% Sapiens 738 657 3.5x 3.1x 23.0x 20.6x 18% 16% 15% 15% CorVel 635 595 1.2x nm 9.3x nm 1% na 13% na msg life 109 84 0.7x 0.7x 10.4x 7.3x 4% 5% 7% 9% Connecture 42 111 1.2x 1.3x 19.4x nm 13% (10%) 6% na Trim Mean 858 869 3.5x 3.8x 17.1x 19.8x 10% 9% 10% 16% Median 687 626 2.4x 3.1x 19.4x 19.8x 10% 11% 10% 16%

[1] Connecture added to the index as of IPO 12/12/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced

The Allstate Corporation (NYSE:ALL) acquired SquareTrade for $14bn. SquareTrade 11/28/16 provides consumer protection plans that distributes through many of America’s major retailers.

CoverWallet (New York, NY) raised $7.8mm in a Series A round led by Union Square 11/17/16 Ventures. CoverWallet buys and manages insurance for small businesses. The company has raised $9.5mm to date.

EasyPolicy (Noida, India) raised $10.0mm in a Series B round led by Unilazer 11/3/16 Ventures. EasyPolicy provides an online marketplace for insurance plans in India.

Public Market Data

5 Year LTM Revenue & EBITDA Multiples[1] 5 Year M&A Payment Tech Index[1] vs. S&P 500, base = 100

4.5x 18x 250

4.0x 16x 225

3.5x 14x 200

3.0x 12x 175

2.5x 10x 150 EV / EBITDA EV / Revenue

2.0x 8x 125

1.5x 6x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Payment Tech Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Pay Pal 49,738 44,650 4.8x 4.1x 22.9x 16.4x 15% 17% 21% 25% FleetCor Technologies 16,558 20,009 11.7x 11.0x 23.6x 21.0x 42% 7% 50% 52% Global Payments 11,888 15,885 5.6x 5.8x 25.8x 18.3x 6% (4%) 22% 32% Vantiv 11,104 14,250 8.5x 7.5x 20.0x 15.6x 19% 14% 43% 48% Western Union 10,208 12,134 2.2x 2.2x 8.7x 9.0x (2%) (1%) 25% 25% Total System Services 8,665 11,604 4.2x 2.8x 17.4x 11.4x 14% 50% 24% 24% Wirecard 6,309 5,444 6.2x 4.8x 22.9x 16.2x 28% 27% 27% 30% WEX 4,634 6,398 7.5x 6.4x 21.4x 17.6x 27% 18% 35% 36% Euronet Worldw ide 4,462 4,340 2.4x 2.2x 15.8x 12.3x 6% 11% 16% 18% Blackhaw k Netw ork Holdings 1,680 1,960 1.1x 1.0x 12.2x 9.5x 25% 8% 9% 11% EV ERTEC 1,247 1,839 4.9x 4.8x 12.4x 9.9x 3% 3% 40% 48% PayPoint 871 769 2.9x 3.0x 11.3x 10.6x (1%) (3%) 26% 28% Cass Information Systems 638 335 2.7x nm 9.5x nm 2% na 29% na Moneygram International 471 1,420 1.0x 0.9x 8.6x 5.3x (1%) 6% 12% 18% SafeCharge 420 292 2.9x 2.7x 10.2x 8.5x 30% 6% 29% 32%

Trim Mean 6,057 7,414 4.3x 3.9x 16.0x 12.9x 13% 10% 27% 30% Median 4,634 5,444 4.2x 3.5x 15.8x 11.8x 14% 8% 26% 29%

[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced

Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for 11/10/16 merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of 11/7/16 multi-channel billing and communications solutions to the healthcare and financial services industries.

Cardtronics (Nasdaq:CATM) acquired DirectCash Payments for $460mm. The purchase included First Data’s Australian ATM portfolio, which DirectCash acquired 10/20/16 on September 30. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.

Public Market Data

5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Sec Exchanges Index vs. S&P 500, base = 100

12.0x 16x 180

11.0x 14x 160 10.0x

9.0x 12x 140

8.0x EV / EBITDA EV / Revenue 10x 120 7.0x

6.0x 8x 100 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

EV / LTM Revenue EV / LTM EBITDA M&A Sec Exchanges Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

CME Group 33,948 34,675 10.4x 9.8x 15.6x 14.0x 7% 6% 67% 70% IntercontinentalExchange (ICE) 32,447 38,336 11.5x 8.5x 18.0x 14.0x 8% 34% 64% 61% Hong Kong Exchange 32,173 30,845 18.6x 21.2x 26.1x 30.4x 31% (12%) 71% 70% Deutsche Börse Group 13,779 15,149 5.1x 5.8x 12.5x 10.9x 16% (12%) 41% 53% London Stock Exchange (LSE) 12,330 12,965 6.0x 6.6x 17.0x 13.6x 34% (9%) 35% 48% The Nasdaq OMX Group 10,843 14,105 7.4x 6.2x 12.8x 12.2x 13% 20% 58% 51% BM&F Bovespa 9,941 9,695 14.9x 14.2x 22.7x 23.6x 9% 5% 65% 60% Australian Exchange (ASX) 6,814 6,082 11.2x 10.8x 14.0x 14.1x 9% 4% 80% 77% Singapore Exchange (SGX) 5,363 4,700 8.0x 8.4x 14.9x 15.0x 18% (4%) 54% 56% CBOE 5,138 5,065 8.0x 8.0x 13.8x 14.5x 3% 0% 58% 55% TMX Group 2,566 3,096 5.4x 5.6x 10.7x 11.1x (4%) (3%) 50% 50% Trim Mean 14,314 14,809 9.2x 8.7x 15.7x 14.7x 13% 1% 59% 58% Median 10,843 12,965 8.0x 8.4x 14.9x 14.0x 9% 0% 58% 56%

Recent Activity

Singapore Exchange Limited (SGX:S68) acquired Asian Gateway Investments Asian Gateway 11/10/16 (Singapore) for $99mm. Asian Gateway Investments operates an online security Investments trading platform.

IG Group (LSE:IGG) entered into an asset purchase agreement to acquire DailyFX 9/26/16 from Forex Capital Markets for $40mm. IG Group aims to boost customer count with the acquisition.

Public Market Data

5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Security Index vs. S&P 500, base = 100

8.0x 45x 260

7.0x 39x 220

6.0x 33x 180

5.0x 27x EV / EBITDA EV / Revenue 140 4.0x 21x

3.0x 15x 100 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Security Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Symantec 15,122 16,679 2.7x 2.7x 16.5x 16.5x 32% 32% 16% 16% Check Point Softw are 14,151 12,921 7.9x 7.5x 15.2x 13.5x 9% 6% 52% 55% Palo Alto Netw orks 12,066 11,183 9.7x 7.1x na 33.5x 56% 37% na 21% F5 Netw orks 9,326 8,444 4.3x 4.2x 14.2x 10.6x 9% 4% 31% 39% Fortinet 5,356 4,326 4.3x 3.4x nm 20.6x 31% 25% 6% 17% Proofpoint 3,243 3,192 12.0x 8.6x na nm 36% 40% na 10% Fir eEy e 2,115 1,921 3.1x 2.7x na na 46% 16% na na CyberArk 1,836 1,583 9.8x 7.4x 45.1x 26.6x 56% 34% 22% 28% Imperva 1,238 979 4.2x 3.8x na na 43% 9% na na mimec as t 1,197 1,091 8.0x 6.5x nm nm na 24% 10% 5% Barracuda Netw orks 1,175 1,000 3.2x 2.9x nm 13.0x 16% 12% 1% 22% Axw ay Softw are 652 645 2.1x 1.9x 12.7x 11.9x 9% 9% 17% 16% Radw are 587 380 1.8x 1.9x 12.3x 29.5x (2%) (10%) 14% 7% VASCO Data Security 578 436 1.8x 2.3x 8.0x 16.2x 20% (21%) 23% 14% Zix 237 212 3.9x 3.5x 21.1x 13.0x 9% 10% 18% 27% Absolute Softw are 183 151 1.6x 1.7x 9.0x 18.5x (1%) (4%) 18% 9%

Trim Mean 3,840 3,451 4.8x 4.1x 14.4x 17.9x 24% 15% 17% 19% Median 1,537 1,337 n 4.0x 3.5x 14.2x 16.3x 20% 11% 17% 17%

Recent Activity

Date Announced Acquirer(s) / Investor(s) Target / Issuer Description

Symantec (Nasdaq:SYMC) acquired LifeLock (NYSE:LOCK) for $2.5bn valuing the Company at an implied 3.6x LTM revenue and 50x LTM EBITDA, in a deal that 11/20/16 Symantec hopes will prop up sales at its Norton cybersecurity unit. In August, Symantec bought Blue Coat, which helps firms maintain security over the internet, in a $4.7bn deal.

Prevalent Networks (Warren, NJ) raised $60mm in a Series C round led by Insight 11/17/16 Venture Partners. Prevalent offers third-party risk assessment, monitoring, and collaboration.

RiskIQ (San Francisco, CA) raised $30mm in a Series C round led by Georgian Partners and included Battery Ventures, Summit Partners and MassMutual Ventures. 10/28/16 RiskIQ applies machine learning and data sciences to improve platform intelligence and broaden functionality by leveraging big data, customer usage and attack activity.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 15 above. DECEMBER 2016 Technology-Enabled Financial Institutions

Public Market Data

5 Year LTM Revenue & EBT Multiples 5 Year M&A Fintech Sector Index vs. S&P 500, base = 100

5.0x 22x 220

4.0x 18x 180

3.0x 14x 140 EV / EBT

EV / Revenue 2.0x 10x 100

1.0x 6x 60 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

Market Cap / LTM Revenue Market Cap / LTM EBT M&A Tech-enabled Fin Institutions Index S&P 500

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin (USD millions) Cap CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Charles Schw ab 51,572 8.2x 6.9x 23.4x nm 5% 18% 35% na TD Ameritrade 21,694 6.8x 6.5x 17.0x 14.5x 1% 5% 40% 45% E*TRA DE 9,507 5.2x 4.9x 15.8x 12.3x 4% 5% 33% 40% MarketAxess 6,265 20.7x 17.2x 42.4x 30.6x 16% 20% 49% 56% ICA P 3,972 nm 2.5x nm 13.6x na na na 18% IG Group 3,924 7.1x 6.5x 18.7x 13.7x 3% 9% 38% 47% BGC Partners 3,635 1.5x 1.4x nm 7.7x 43% 3% na 18% Interactive Brokers Group 2,514 1.8x 1.6x 4.2x 2.4x 13% 13% 43% 67% LendingClub 2,216 5.2x 4.5x nm nm 104% 14% na na Tullett Prebon 1,419 1.4x 1.3x 12.1x 8.0x 13% 8% 12% 17% Monex Group 666 1.5x 1.6x 10.6x nm 16% (4%) 14% na Investment Technology Group 610 1.0x 1.3x 5.0x nm 14% (27%) 19% na BinckBank 395 1.9x 2.5x 9.3x nm 1% (25%) 20% na On Deck Capital 326 1.8x 1.1x nm nm 99% 62% na na GAIN Capital 313 0.7x 0.8x 7.6x 5.1x 17% (9%) 10% 16% FXCM 43 0.2x nm nm nm (25%) na na na Trim Mean 4,104 3.4x 3.3x 13.3x 10.7x 19% 5% 28% 35% Median 2,365 1.8x 2.5x 12.1x 12.3x 13% 7% 33% 40%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LendingTree (Nasdaq:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card 11/16/16 comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and 11/10/16 outsourced debt collection services for banks, credit card providers, utilities, telecoms, and retail companies.

AX Trading Group (New York, NY) raised $20mm to expand the firm’s global market 10/26/16 Undisclosed position. AX provides a platform for institutional traders to proactively reach out to targeted counterparties in a way that protects their trading intentions and their identity.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 16 above. DECEMBER 2016 Technology-Enabled Healthcare Services

Public Market Data

5 Year LTM Revenue & EBITDA Multiples[1] 5 Year M&A Tech-Enabled HCS Sector Index[1] vs. S&P 500, base = 100

4.5x 24x 180

160 3.5x 18x 140 2.5x 120 12x EV / EBITDA EV / Revenue 1.5x 100

0.5x 6x 80 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

EV / LTM Revenue EV / LTM EBITDA M&A Tech-Enabled HCS Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

McKesson 32,789 36,947 0.2x 0.2x 8.2x 7.8x 10% 4% 2% 2% WebMD 2,979 2,984 4.7x 4.2x 20.4x 13.0x 10% 11% 23% 33% Cotiviti 2,687 3,431 6.3x 5.5x 17.3x 14.5x 23% 14% 37% 38% HMS Holdings 1,555 1,581 3.3x 3.2x 17.5x 13.5x 7% 5% 19% 23% Evolent Health 1,267 1,303 13.4x 5.2x nm n/a na 159% na n/a Healthw ays 891 1,141 1.5x 2.3x 34.5x 11.6x 4% (35%) 4% 20% MINDBODY 863 793 7.8x 5.7x nm n/a 45% 37% na n/a Teladoc 842 811 10.5x 6.6x nm n/a 78% 58% na n/a HealthStream 805 704 3.4x 3.1x 27.8x 22.9x 22% 9% 12% 13% Emis 745 749 3.8x 3.7x 14.4x 10.8x 13% 3% 26% 34% Vocera Communication 492 371 3.6x 2.9x nm n/a 9% 22% na 3% Castlight Health 480 363 4.8x 3.6x nm n/a 65% 33% na n/a Everyday Health 350 442 1.9x 1.7x 18.3x 9.7x 26% 12% 10% 18% Accretive Health 235 200 1.7x 1.0x nm n/a (44%) 79% na n/a Tabula Rasa Healthcare 225 301 4.3x 3.3x 42.7x 25.2x 45% 32% 10% 13% Cranew are 171 122 2.6x 2.3x 8.6x 7.2x 8% 16% 30% 32%

Trim Mean 1,248 1,283 4.3x 3.4x 19.9x 13.0x 22% 24% 19% 22% Median 842 793 3.7x 3.2x 17.9x 12.3x 15% 16% 19% 22%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced nThrive (Alpharetta, GA) acquired Adreima for an undisclosed sum. Adreima primarily provides clinically-integrated revenue cycle services that help patients find coverage 11/18/16 and meet their financial obligations. Adreima was backed by Bregal Sagemount and Waud Capital. nThrive was formerly the MedAssests/Precyse businesses that Pamplona Capital acquired in 2015. Evolent Health (NYSE:EVH) acquired Aldera for $34mm, consisting of $24.5mm in cash and 500,000 shares of Evolent common stock. Aldera provides back-end benefit 11/9/16 administration and claims management solutions to healthcare companies, including Valence Health. Evolent acquired Valence in October 2016 and had negotiated an option to purchase Aldera, a primary software provider on the Valence platform.

GTCR (Chicago, IL) acquired RevSpring and commits up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of 11/7/16 multi-channel billing and communications solutions to the healthcare and financial services industries.

MERGER AND ACQUISITION TRANSACTIONS

(1) Software and Services Transaction Activity

500 40.0

450 35.0

400 30.0 350

25.0 300

250 20.0

200 15.0

150 Aggregate ($bn)Value Number of Transactions 10.0 100

5.0 50

0 0.0 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2013 2014 2015 2016

Number of Transactions Aggregate Value

(1) Software and Services Transaction Multiples

40x 6x

30x

20x 3x EV / EBITDA EV / Revenue EV

10x

0x 0x Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2013 2014 2015 2016

EV / EBITDA EV / Revenue

(1) Note: Mid-market M&A defined as transactions with enterprise values below $1 billion.

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

“Marlin's advice, consultation and leadership throughout the process directly drove the best outcome for our firm. Their deep industry knowledge and close relationships with prospective acquirers provides unparalleled value as well. They are a principally centered and tireless team of professionals.”

Michael Brodeur, President, M&O Systems

San Mateo, CA Brentwood, TN

received a strategic has been acquired by investment from

a portfolio company of

Tokyo, Japan Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial strategic and financial advisor to advisor to Xignite. Agilum Healthcare Intelligence.

New York, NY Campbell, CA Boston, MA New York, NY

has been acquired by received an investment from has been acquired by has invested in

Dublin, Ireland Palo Alto, CA Windsor, CT

Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive Marlin & Associates acted as strategic and Marlin & Associates acted as exclusive strategic and financial advisor financial advisor to Aquiline Capital strategic and financial advisor strategic and financial advisor to Trunomi. to Varden Technologies Inc. Partners. to Alacra, Inc.

Note: Not a complete list 19 DECEMBER 2016

PEER AND INDUSTRY GROUP RECOGNITION

“We are always grateful to be recognized for our hard work, but we are more pleased that we are able to help our clients achieve the results that they seek.”

Ken Marlin Founder and Managing Partner

Boutique Investment Banking Firm of the Year (2014, 2015, 2016) - The M&A Advisor

M&A Award USA TMT Advisory Firm of the Year (2012, 2015) – Acquisition International

The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in multiple deal categories including:

• Cross-Border Boutique Investment Banking Firm of the Year (2016) • Boutique Investment Banking Firm of the Year (2014, 2015, 2016)* TMT Advisory Firm of the Year (2016) • Advisory Firm of they Year (2015) • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Boutique Investment • Financial Services Deal of the Year (2013, 2012 and 2011) Banking Firm of the • Information Technology Deal of the Year (2011) Year • Middle Market Deal of the Year <$25M (2011) (2016) • Corporate and Strategic Acquisition of the Year (2011) • Middle Market Financial Services Deal of the Year (2011 and 2010) – ACQ5 • Middle Market Information Technology Deal of the Year (2011 and 2010) (Acquisition Finance • Middle Market International Financial Services Deal of the Year (2013 and 2010) Magazine) • Middle Market International Information Technology Deal of the Year (2010) • Middle Market Financial Services Turnaround Deal of the Year (2009) • Middle Market Information Technology Turnaround Deal of the Year (2009) • Middle Market International Deal of the Year(2008) • Middle Market Financial Services Deal of the Year (2008) • Middle Market Technology Deal of the Year (2008) • Middle Market Investment Banking Firm of the Year (2008 and 2007)* • Middle Market International/Cross Border Deal of the Year (2007, Below $100M) • Middle Market Financial Services Deal of the Year (2007, Below $100M) • Middle Market Financing Agent of the Year – Equity (2007)* • Middle Market Computer and Information Technology Deal of the Year (2007)

The Global M&A Network has recognized Marlin & Associates for excellence in multiple deal categories through its M&A Atlas Awards:

• Financial Technology Deal of the Year (2012, 2011) • North America Small Mid Markets Corporate Deal of the Year (2013) • Corporate M&A Deal of the Year (2010) • Technologies Deal of the Year (2010) * Firm-wide Awards

20 DECEMBER 2016 MARLIN AND ASSOCIATES: WHO WE ARE

OUR SENIOR TEAM BRINGS EXTENSIVE DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR CLIENTS

Founder and Managing Partner of M&A Chief Operating Officer of M&A • Twice named to II’s Tech 50 • 20+ years of M&A experience advising • Member Market Data Hall of Fame technology and PE firms, globally • MD Veronis Suhler Stevenson • VP Business Development at FactSet • CEO of Telesphere Corporation • M&A attorney of Skadden, Arps, Slate, • CEO of Telekurs (NA) Meagher and Flom • EVP Bridge Information systems • CFO of JCF Group • SVP at Dun & Bradstreet • MBA from Columbia Business School • BA from the University of California (Irvine) • J.D. from Fordham Law School • MBA from UCLA, post-MBA from New Ken Marlin • CFA Charterholder York University Jason Panzer

• 18+ years of investment banking and • 20+ years of investment banking private equity experience experience • Named twice to Dealer’s Digest and • Experience working with both large recently M&A Advisor’s “40-Under-40” corporations and entrepreneurial • Founded Marlin & Associates with Ken technology-based companies Marlin • Formerly at Robertson Stephens and • Formerly at Veronis Suhler Stevenson, PaineWebber (UBS) Morgan Stanley, and American • BS, Finance from Pennsylvania State International Group University • BS from Binghamton University Michael Maxworthy Paul Friday

Paul Friday

• 12+ years of M&A experience • 15+ years of corporate finance • VP of Business Development at SunGard experience • Founder of software company sold to • Thought leader in Fintech SunGard • 8+ years in investment banking at UBS • Started career designing trading software and Deutsche Bank for TD Bank • BS from Union College • BaSC, Engineering from University of • MBA from University of Virginia’s Darden Toronto School of Business • Named to Deal’s Digest “40-Under-40” Tom Selby Jonathan Kaufman

• 10+ years on Wall Street • 25+ years of investment banking/ • Winner of M&A Advisor’s 2016 Emerging strategic consulting Leaders Award • Co-founder of MarketResearch.com • Previously with Scotia Capital and J.P. • Advisor at Dun & Bradstreet, R.R. Morgan • Donnelly & Sons, and BDM • BS from Villanova University • Executive positions in Washington • CFA Charterholder • Post’s Legislate subsidiary and Thomson Finacials’ legal research business • National Defense Education Fellow at New York University’s Graduate Jeffrey Trongone School of Public Administration George Beckerman

Note: Not a complete list 21 New York | San Francisco | Washington, D.C. | Toronto