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

September 2018

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

New York

Washington, D.C.

Toronto

Blockchain: A Capitalist Tool: Our September Infotech M&A Update Dear Clients and Friends,

Summer is over! (Not that we slowed much.)

As you will see from our report below, last month was busy in the dozen+ segments of the information technology industry that we follow and sometimes lead.

Interest in Blockchain-related applications was a continuing theme over the summer. A recent article in Barron’s noted that something like $1.5 billion was invested in Blockchain initiatives in 2018. For some tech writers, Blockchain is all about shifting power to the masses, whether it’s the power of central monetary authorities or the power of Uber or Facebook. For them Blockchain is “… a technological solution to a political problem.” (As Brian Behlendorf, the executive director of the Hyperledger project, is quoted in the article.)

The socialist twist on Blockchain is reminiscent of the early days of the Internet, when some pundits asserted that it would make all the world’s information available to everyone - for free (again: “Power to the People”). We saw similar hype with self- publishing (no more being beholden to big publishers); and with websites and blogs that would surely bring down the big media players. (Never mind fake news!)

We are aware of dozens of firms working on a wide range of Blockchain applications - including Barclays, Broadridge, DTCC, Goldman Sachs, Microsoft, IBM and several securities exchanges, banks and tech companies. We think they all have capitalist motives. They believe that Blockchain can change the way people and firms interact in a myriad of industries from healthcare, to aerospace, to insurance, food services and more. We know one using Blockchain to make trade finance more efficient and another that is using it to reduce fraud in the billing process. Others are looking at changing the way banks interact with customers; manufacturers with wholesalers and retailers; institutional lenders with borrowers; and insurance companies with doctors, patients and hospitals. It’s a fascinating time. Stay tuned, and hold tight. (Power to the People?)

Values and trends in our industry are strong - and using the latest tech often helps. Some of the more interesting recent transactions over the past month include our client RapidRatings which we advised on a Growth Equity Investment from FTV Capital. Please find the press release here. Some others include:

• Moody’s Corporation (NYSE:MCO) agreed to acquire Reis in • Oscar Insurance (New York, NY) raised $375mm in a growth an all-cash transaction for approximately $278mm at an funding round from Alphabet, implied 5.5x LTM revenue and 37.8x LTM EBITDA, • FiscalNote (Washington, DC) acquired CQ Roll Call from The • CC Capital, Cannea Holdings and Thomas H. Lee Partners Economist Group Limited for $180mm in cash and stock. agreed to acquire Dun & Bradstreet (NYSE:DNB) for $6.9bn at an implied 3.6x LTM revenue and 12.4x LTM EBITDA,

Please feel free to call us if you have any questions on any of the sectors that we follow.

Sincerely,

P.S. ACQ Magazine announced its ACQ5 awards in August. We are pleased that they named Marlin & Associates as the Boutique Investment Banking firm of the Year. We always like when our hard work is recognized. Details on the ACQ5 awards can be found here.

P.P.S. We'll be attending The Futures and Options Expo in Chicago, October 16th-18th, and Money2020 in Las Vegas, October 21- 24th. If you'd like to arrange a meeting at either of these events, please contact Scott Friedman at [email protected].

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 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. SEPTEMBER 2018

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 Information & Market Research

11 Insurance Technology

12 Payment Technology

13 Securities Exchanges

14 Security Software

15 Technology-Enabled Financial Institutions

16 Merger-and-Acquisition Activity Trends

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/18. 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. SEPTEMBER 2018 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2018 Revenue

Securities Exchanges

Application Software

Data & Analytics - Financial Services

Insurance Technology

B2B E-commerce & Marketing Technologies

Security Software

Business Intelligence Software

Banking Software & Processors

Payment Technology

Capital Markets Software & Services

Tech-enabled Financial Institutions *

Information & Market Research

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

Enterprise Value / 2018 EBITDA

B2B E-commerce & Marketing Technologies

Security Software

Business Intelligence Software

Application Software

Data & Analytics - Financial Services

Capital Markets Software & Services

Banking Software & Processors

Insurance Technology

Payment Technology

Information & Market Research

Securities Exchanges

Tech-enabled Financial Institutions *

0x 6x 12x 18x 24x 30x

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

Application Software

Public Market Data

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

8. 0x 40x 300

7. 0x 35x 250

6. 0x 30x 200 5. 0x 25x EV / EBITDA EV / Revenue EV 150 4. 0x 20x

3. 0x 15x 100 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

Oracle 201,558 195,572 5.0x 4.9x 12.9x 10.4x 4% 3% 39% 47% SAP 142,826 146,080 5.4x 5.1x 21.0x 15.5x 6% 5% 26% 33% salesforce 118,174 119,145 11.4x 9.0x nm 38.0x 25% 26% 9% 24% Intuit 57,721 56,443 10.4x 8.9x 34.5x 24.1x 12% 17% 30% 37% Workday 33,370 31,562 14.7x 11.4x na nm 36% 29% na 16% CA 18,177 17,768 4.3x 4.2x 14.6x 11.0x 3% 2% 29% 38% Constellation 16,051 15,994 6.5x 5.2x 33.7x 21.2x 17% 23% 19% 25% Amdocs 9,348 8,830 2.3x 2.2x 12.2x 10.6x 4% 3% 19% 21% Paycom Softw are 9,109 9,089 21.0x 16.3x nm 39.0x 32% 28% 21% 42% Zendesk 7,233 6,995 16.2x 12.0x na nm 38% 36% na 7% NICE 6,519 6,460 4.8x 4.5x 21.0x 14.8x 31% 9% 23% 30% Xero 4,879 4,827 19.6x 14.4x na nm 38% 36% na 12% Paylocity 4,186 4,049 12.1x 9.8x nm 41.5x 26% 23% 7% 24% Manhattan Associates 3,858 3,775 6.3x 6.8x 19.1x 25.7x (2%) (7%) 33% 27% Softw are AG 3,644 3,553 3.5x 3.5x 11.8x 11.5x 1% (1%) 30% 31% Trim Mean 33,189 33,155 9.2x 7.7x 19.2x 21.1x 18% 16% 24% 28% Median 9,348 9,089 6.5x 6.8x 19.1x 18.4x 17% 17% 24% 27% [1] Cloudera (NYSE:CLDR) added to the index as of IPO 4/27/17

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Slack Technologies (San Francisco, CA) raised $427mm in a Series H funding round at an implied valuation of more than $7.1bn from new investors Dragoneer Investment 8/21/18 Group General Atlantic, T. Rowe Price Associates, Sands Capital and Baillie Gifford. Slack is a workplace communications platform with more than 8 million daily active users.

SugarCRM (Cupertino, CA) raised an undisclosed amount of funding from Accel-KKR. The company plans to use the funds for product innovation, customer support, 8/16/18 expanded product capabilities, and acquisitions. SugarCRM is a leading provider of customer relationship management solutions.

Intapp (Palo Alto, CA) acquired DealCloud for an undisclosed sum. Intapp, backed by Temasek and Great Hill Partners, provides solutions to law, accounting, consulting, 8/14/18 and other professional services firms. DealCloud, which provides CRM and deal management tools to investment banks and private equity firms, was previously backed by Cultivation Capital, FINTOP Capital, and Hamilton Lane.

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

9. 0x 42x 340

290 8. 0x 36x

240 7. 0x 30x 190 EV / EBITDA EV / Revenue EV 6. 0x 24x 140

5. 0x 18x 90 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

Adobe 131,294 126,844 17.4x 14.2x 50.9x 31.9x 25% 22% 34% 44% Mercadolibre 15,120 15,041 10.8x 9.7x nm nm 66% 11% 13% 4% Shopify 11,012 9,437 14.0x 9.1x nm nm 73% 53% nm 3% HubSpot 5,575 5,333 14.2x 10.7x nm nm 39% 33% nm 9% QuinStreet 787 722 2.2x 1.7x 60.2x 27.5x 12% 26% 4% 6% ChannelAdvisor 356 307 2.5x 2.3x nm 38.2x 8% 7% nm 6% Mediagrif Interactive 111 122 2.0x 1.9x 8.0x 6.5x 5% 1% 25% 30% Trim Mean 6,570 6,168 8.7x 6.8x 50.9x 29.7x 30% 20% 19% 11% Median 5,575 5,333 10.8x 9.1x 50.9x 29.7x 25% 22% 19% 6%

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

Recent Activity

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

Simple Technology (Brisbane, Australia) raised $12.5mm in a growth funding round 8/28/18 led by Perle Ventures. Simple Technology provides a web-based marketing resource and performance management platform for marketers.

PebblePost (New York, NY) raised $25mm in a Series C funding round led by 8/13/18 Advance Venture Partners. PebblePost provides solutions to online to offline remarketing by combining real time data with direct mail.

RealPage (NASDAQ:RP) agreed to acquire LeaseLabs for $117mm. LeaseLabs provides full stack marketing services including digital marketing services, online 8/2/18 campaign tracking and reporting, search engine optimization and an email marketing platform.

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

6. 5x 41x 330

6. 0x 37x 300 270 5. 5x 33x 240 5. 0x 29x 210 4. 5x 25x 180 EV / EBITDA

EV / Revenue EV 4. 0x 21x 150

3. 5x 17x 120

3. 0x 13x 90 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

FIS 36,021 44,163 4.8x 5.2x 17.6x 14.0x (1%) (7%) 27% 37% Fiserv 33,341 37,735 6.6x 6.5x 21.1x 17.1x 3% 2% 31% 38% Temenos 13,091 13,507 18.4x 16.0x 67.7x 41.6x 16% 15% 27% 39% Jack Henry & Associates 12,293 12,261 8.3x 7.7x 26.9x 22.1x 6% 8% 31% 35% Oracle Financial Services 4,977 4,461 7.1x 6.5x 17.5x 15.5x 1% 10% 41% 42% Ellie Mae 3,766 3,523 8.4x 7.1x 50.0x 26.8x 16% 20% 17% 26% ACI Worldw ide 3,283 3,904 3.8x 3.8x 21.9x 15.1x 2% 1% 17% 25% Bottomline Technologies 2,660 2,677 7.3x 6.5x 62.1x 27.2x 6% 12% 12% 24% Q2 Holdings 2,654 2,553 13.2x 10.7x na nm 29% 23% na 10% Virtusa 1,726 1,937 2.0x 1.6x 29.2x 19.7x 20% 25% 7% 8% Sw ord Group 412 407 2.0x 1.8x 14.4x 11.8x 8% 12% 14% 15% Microgen 349 351 4.3x 3.9x 19.5x 16.5x 46% 10% 22% 24% Gresham Technologies 141 132 4.7x 4.2x 27.5x 18.1x 26% 13% 17% 23% Trim Mean 7,141 7,574 6.4x 5.8x 29.3x 19.2x 12% 11% 22% 27% Median 3,283 3,523 6.6x 6.5x 24.4x 17.6x 8% 12% 20% 25%

[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 GDS Link (Dallas, TX) raised an equity round of funding from new investor Serent QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new Capital. Serent acquired a minority stake in the business. GDS Link provides credit investor Sunshine Insurance Group, and including participation from Guosen 11/28/168/28/18 risk software to both traditional and alternative lenders, including marketplace lending, Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. and point of sale finance. The transaction is the first institutional fundraise by GDS QuantGroup provides online financial services in China. Link. LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Link Group (ASX:LNK) made a strategic investment in Leveris. Leveris is an Ireland- for $130mm. CompareCards is an online platform enabling consumer credit card based provider of end-to-end banking solutions to facilitate lending, deposit taking, 11/16/168/17/18 comparisons, and providing credit education and credit health management solutions. card issuance, and digital channel design. Link Group expects the investment to The transaction consideration consists of $85mm cash at closing and up to $45mm of expand the addressable market for its Banking & Credit Management business. earn-out payments paid during 2017 and 2018. MetaQ2 Holdings Financial (NYSE:QTWO) Group (NASDAQ:agreedCASH) to acquire acquired Cloud Specialty Lending Consumer Solutions Services for $105mm. (SCS)San Mateo, for $54mm. CA-based SCS Cloud offers Lending a loan management Solutions provides platform an andintegrated a proprietary cloud lending 11/10/168/8/18 underwritingplatform. Q2 modelexpects that the are acquisition primarily toused help to the deliver business consumer address tax theadvances needs ofand othercommunity consumer and regionalcredit services. financial The institutions. transaction The consideration transaction isconsists expected of to close in approximatelyQ4 2018. $15mm at closing, with potential for additional contingent payments.

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 70x 250 60x 10.0x 230 210 50x 8. 0x 190 40x 170 6. 0x 30x 150 EV / EBITDA EV / Revenue EV 130 4. 0x 20x 110 2. 0x 10x 90 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

Splunk 18,476 17,652 13.9x 10.5x na nm 34% 33% na 15% Open Text Corporation 10,471 12,360 4.7x 4.3x 16.9x 12.0x 34% 9% 28% 36% Tableau Softw are 8,937 8,025 9.1x 8.2x na na 6% 12% na na Verint Systems 3,149 3,554 3.1x 2.9x 31.9x 12.2x 7% 9% 10% 24% Alteryx 3,423 3,261 24.8x 16.9x na na 53% 47% na na Talend 1,907 1,815 12.2x 8.8x na na 40% 38% na na MicroStrategy 1,699 1,000 2.0x 2.0x 12.4x na (1%) 1% 16% na Hortonw orks 1,725 1,643 6.3x 4.8x na na 42% 31% na na Attunity 437 404 6.5x 5.0x na 46.5x 14% 29% na 11% Dataw atch 159 155 4.1x 3.3x na nm 19% 23% na 4% Trim Mean 3,969 4,008 7.5x 6.0x 16.9x 12.2x 25% 23% 16% 16% Median 2,528 2,538 6.4x 4.9x 16.9x 12.2x 26% 26% 16% 15%

[1] Hortonworks (HDP) added to the index as of IPO 12/12/14, Talend (TLND) added to the index as of IPO 7/29/16, Alteryx (AYX) added to the index as of IPO 2/24/17

Recent Activity

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

Metricly (San Francisco, CA) raised $9.0mm in a Series A funding round led by Rembrandt Venture Partners. Metricly provides business intelligence dashboard 8/30/18 solutions for small businesses and startups that help companies understand key operational metrics.

Ahi Fintech (Haidian, China) raised $14.6mm in a Series B funding round led by 8/8/18 Sinovation Ventures. Ahi provides business intelligence solutions using big data, artificial intelligence and machine learning technologies.

Celtinel (HaZafon, Israel) acquired Corr.BI for an undisclosed sum. Corr.BI provides a 7/26/18 business intelligence software platform for enterprise clients.

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

5. 0x 27x 260

4. 5x 24x 220

4. 0x 21x 180 3. 5x 18x EV / EBITDA EV / Revenue EV 140 3. 0x 15x

2. 5x 12x 100 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

IHS Mar kit 22,198 26,508 7.4x 6.8x 23.7x 17.3x (1%) 9% 31% 39% Broadridge 16,271 17,060 4.0x 3.9x 21.5x 20.4x 24% 2% 19% 19% SS&C Technologies 14,058 20,183 12.0x 6.0x 32.1x 17.9x 13% 102% 38% 33% Computershare 7,470 8,439 3.8x 3.7x 15.4x 12.9x 10% 3% 25% 29% SimCor p 3,745 3,729 9.3x 8.3x 34.9x 30.8x 16% 13% 27% 27% Envestnet 2,868 3,186 4.7x 3.9x 41.2x 20.6x 18% 19% 11% 19% IRESS 1,643 1,777 5.7x 5.3x 25.2x 19.8x 10% 8% 23% 27% First Derivatives 1,496 1,513 6.6x 5.7x 54.7x 31.7x 23% 16% 12% 18% Linedata Services 295 385 1.9x 1.9x 9.5x 8.1x 7% (4%) 19% 24% Cinnober 160 147 3.6x 3.6x na na 7% (1%) na na StatPro Group 119 149 2.3x 2.0x 24.1x 12.8x 31% 15% 10% 16% Brady 72 66 2.2x 2.2x na 16.5x (10%) 3% na 13% Trim Mean 4,812 5,657 5.0x 4.3x 27.3x 18.8x 13% 9% 21% 23% Median 2,256 2,482 4.3x 3.9x 24.7x 17.9x 12% 8% 21% 24% f f

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced ComplySci received an equity round of funding led by new investor Vista Equity Partners. ComplySci helps compliance organizations identify and manage conflicts of 8/23/18 interest due to employee activities, including trading, gifts and entertainment, and political contributions. Existing investor Edison Partners will continue to maintain a minority ownership stake. Intapp (Palo Alto, CA) acquired DealCloud for an undisclosed sum. Intapp, backed by Temasek and Great Hill Partners, provides solutions to law, accounting, consulting, 8/14/18 and other professional services firms. DealCloud, which provides CRM and deal management tools to investment banks and private equity firms, was previously backed by Cultivation Capital, FINTOP Capital, and Hamilton Lane. Apex Fund Services (Hamilton, Bermuda) and Genstar Capital (San Francisco, CA) agreed to acquire Custom House for an undisclosed sum. Custom House provides 8/13/18 hedge fund administration to funds in Europe, Asia, and the Americas. The transaction is expected to close in Q4 2018. The transaction is Apex’s third announced acquisition of 2018.

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

7. 0x 23x 250

20x 6. 0x 200

17x

5. 0x 150 EV / EBITDA EV / Revenue EV 14x

4. 0x 11x 100 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

S&P Global 52,446 55,705 9.2x 8.6x 19.0x 17.5x 7% 6% 48% 49% Moody's 34,607 38,640 9.2x 8.3x 19.4x 17.3x 17% 10% 47% 48% Thomson Reuters 31,313 38,587 7.4x 7.0x 15.3x 30.3x 2% 5% 48% 23% Experian 22,847 26,204 5.8x 5.4x 17.6x 15.7x na 7% 33% 34% Verisk Analytics 20,085 22,730 10.6x 9.5x 23.0x 19.9x 8% 12% 46% 48% MSCI 16,509 17,715 13.9x 12.3x 26.9x 22.5x 11% 13% 52% 55% Equifax 16,264 18,626 5.5x 5.4x 16.7x 16.1x 7% 3% 33% 33% CoStar Group 16,117 15,150 15.7x 12.7x 60.5x 38.1x 15% 23% 26% 33% TransUnion 14,367 18,378 9.5x 7.9x 26.2x 20.4x 13% 21% 36% 39% FactSet Research Systems 8,970 9,301 7.4x 6.8x 21.8x 20.0x 10% 9% 34% 34% FICO 7,198 7,836 8.3x 7.4x 36.3x 31.1x 5% 11% 23% 24% Morningstar 6,120 5,893 6.5x 6.6x 25.1x 22.7x 14% (2%) 26% 29% Dun & Bradstreet 5,317 6,470 3.7x 3.7x 14.1x 12.3x 2% 1% 26% 30% CoreLogic 4,191 5,871 3.2x 3.2x 15.2x 11.8x (5%) 0% 21% 27% Trim Mean 16,643 18,794 8.1x 7.4x 21.9x 20.5x 9% 8% 36% 36% Median 16,190 18,047 7.8x 7.2x 20.6x 20.0x 8% 8% 34% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced CC Capital, Cannea Holdings and Thomas H. Lee Partners agreed to acquire Dun & Bradstreet (NYSE:DNB) for $6.9bn at an implied 3.6x LTM revenue and 12.4x LTM 8/30/18 EBITDA. The merger agreement provides for a 45 day go shop period, during which Dun & Bradstreet may actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that offer alternative proposals.

Moody’s Corporation (NYSE:MCO) agreed to acquire Reis in an all-cash transaction for approximately $278mm at an implied 5.5x LTM revenue and 37.8x LTM EBITDA. 8/8/18 Reis is a leading provider of U.S. commercial real estate data and offers analysis and forecasts covering 275 metropolitan markets and 7,700 submarkets.

Moody’s Corporation (NYSE:MCO) agreed to acquire Omega Performance for an undisclosed amount. Omega Performance offers online training solutions to more 8/7/18 than 300 customers globally ranging from large global banks to local lending institutions.

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

3. 9x 20x 170

18x 155 3. 6x 140 16x

125 3. 3x EV / EBITDA EV / Revenue EV 14x 110

3. 0x 12x 95 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

Reed Elsevier (RELX Group) 44,318 52,345 5.5x 5.4x 18.1x 15.3x 7% 2% 30% 35% Wolters Kluw er 17,797 20,065 3.9x 4.0x 14.3x 14.7x 3% (2%) 27% 27% Gartner 13,801 16,090 4.9x 4.0x 42.1x 21.9x 35% 21% 12% 18% Nielsen 9,266 17,727 2.7x 2.7x 10.4x 9.5x 4% (1%) 26% 29% Pearson 9,261 9,870 1.7x 1.8x 13.7x 11.2x (1%) (8%) 12% 16% Informa 8,464 12,013 5.3x 4.0x 16.6x 11.9x 31% 32% 32% 34% Euromoney Institutional Investor 1,794 1,856 3.7x 3.5x 13.7x 12.8x 8% 5% 27% 27% comScore 1,043 1,182 2.9x 2.8x na na 1% 3% na 0% Forrester Research 900 755 2.2x 2.1x 21.6x 17.4x 4% 5% 10% 12% Trim Mean 8,775 11,258 3.7x 3.3x 16.3x 13.9x 8% 5% 22% 24% Median 9,261 12,013 3.7x 3.5x 15.4x 13.7x 4% 3% 26% 27%

Recent Activity

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

FiscalNote (Washington, DC) acquired CQ Roll Call from The Economist Group Limited for $180mm in cash and stock, The Economist Group will retain an 18% 8/20/18 equity stake in FiscalNote. CQ Roll Call is a media company providing congressional news, legislative tracking, and advocacy services.

Euromoney Institutional Investor PLC (LSE:ERM) acquired Random Lengths 8/2/18 Publications for $18.2mm. Random Lengths Publications publishes reports for up-to date price and market information for the global wood products industry.

Elsevier (Philadelphia, PA), a subsidiary of RelX (LSE:REL), agreed to acquire Aries Systems for an undisclosed sum. Aries Systems develops software to manage print 8/2/18 and electronic publishing—from submission to editorial management and peer review, to production tracking and publishing channel distribution.

Insurance Software

Public Market Data

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

6. 0x 25x 300

5. 0x 20x 250

4. 0x 15x 200 3. 0x 10x EV / EBITDA

EV / Revenue EV 150 2. 0x 5x

1. 0x 0x 100 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

Guidew ire Softw are 8,263 7,501 13.0x 10.8x nm 59.9x 28% 20% 7% 18% Ebix 2,519 3,043 8.4x 6.9x 24.5x 18.6x 22% 22% 34% 37% CorVel 1,136 1,062 1.9x na 15.1x nm 7% na 13% nm Sapiens 602 622 2.3x 2.2x 29.0x 16.1x 25% 5% 8% 14% Majesco 277 279 2.4x na nm nm (6%) na 1% nm Trim Mean 1,419 1,576 4.3x 6.9x 24.5x 18.6x 18% 20% 9% 18% Median 1,136 1,062 2.4x 6.9x 24.5x 18.6x 22% 20% 8% 18%

[1] Majesco added to the index as of IPO 6/30/15

Recent Activity

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

The Travelers Companies (NYSE:TRV) acquired Zensurance for approximately 8/15/18 $12mm. Zensurance provides online commercial insurance brokerage services for startups and small businesses.

Oscar Insurance (New York, NY) raised $375mm in a growth funding round from 8/14/18 Alphabet. Oscar Insurance provides health insurance plans and related services.

Haven Life (New York, NY) acquired Quilt for an undisclosed sum. Quilt provides an 8/8/18 intuitive online insurance platform to renters.

Payment Technology

Public Market Data

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

5. 5x 19x 250

4. 9x 18x 220

4. 3x 16x 190

3. 7x 15x 160 EV / EBITDA EV / Revenue EV 3. 1x 13x 130

2. 5x 12x 100 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Pay Pal 110,981 102,594 7.8x 6.6x 42.3x 26.0x 21% 18% 19% 26% Square 35,749 35,198 nm 22.8x nm nm 43% 57% 14% 16% Worldpay 30,688 38,822 nm 9.9x nm 20.7x na na nm 48% Wirecard 27,394 26,029 14.6x 11.1x 57.0x 40.3x 45% 32% 26% 28% First Data 24,537 44,463 5.5x 5.2x 15.5x 13.3x 4% 6% 35% 39% Global Payments 19,893 23,853 6.0x 6.0x 21.6x 17.0x 5% (1%) 28% 36% FleetCor Technologies 19,814 23,603 10.5x 9.8x 21.1x 17.3x 23% 7% 50% 57% Total System Services 17,832 21,259 6.3x 5.6x 21.6x 15.8x 12% 12% 29% 35% Cielo 11,899 13,582 4.8x 4.7x 10.7x 11.2x (6%) 2% 44% 42% Western Union 8,696 11,087 2.0x 1.9x 8.5x 8.0x 2% 3% 24% 25% WEX 8,283 10,487 8.4x 7.1x 23.8x 17.2x 23% 17% 35% 42% Euronet Worldw ide 5,232 5,074 2.3x 2.0x 12.8x 10.4x 15% 13% 18% 19% EV ERTEC 1,789 2,290 5.6x 5.2x 16.4x 11.1x 5% 9% 34% 46% PayPoint 836 776 2.8x 4.2x 10.1x 9.7x (0%) (32%) 28% 43% SafeCharge 620 511 4.6x 4.0x 16.2x 13.7x 7% 15% 28% 29% MoneyGram International 432 1,136 0.7x 0.7x 5.1x 4.6x (2%) (5%) 14% 16%

Trim Mean 15,233 18,404 5.5x 5.9x 18.4x 14.7x 12% 10% 28% 34% Median 14,866 17,420 5.5x 5.4x 16.3x 13.7x 7% 9% 28% 35% [1] SafeCharge (SCH) added to the index as of 4/4/14, PayPal (PYPL) added as of 7/7/15, Worldpay (WPG) added as of 10/14/15, First Data (FDC) added as of 10/16/15, Square (SQ) added as of 11/20/15.

Recent Activity

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

Pineapple Payments (Pittsburgh, PA) agreed to acquire Transax for an undisclosed sum. Transax is a payments-focused software company that offers a full-service 8/21/18 payment gateway and other omni-channel payment enablement tools for merchants and integrated software providers.

AxiaMed (Santa Barbara, CA) raised $12mm in an equity funding round led by Health 8/15/18 Enterprise Partners. AxiaMed plans to use the funds to increase product development and go-to-market efforts, strengthen its core team, and solidify its market position.

TransferMate (Kilkenny, Ireland) raised €21mm (~$24mm) in an equity funding round led by ING. In addition to the transaction, the company has agreed to a strategic 7/30/18 partnership with ING and plans to provide services to all small and medium enterprises and corporate clients of ING.

Securities Exchanges

Public Market Data

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

9. 5x 17x 220

190 8. 5x 15x

160

7. 5x 13x EV / EBITDA EV / Revenue EV 130

6. 5x 11x 100 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

CME Group 59,561 61,800 17.2x 15.0x 24.6x 20.6x 1% 13% 69% 73% IntercontinentalExchange (ICE) 44,290 50,709 11.3x 10.3x 17.8x 16.0x 3% 6% 61% 64% Hong Kong Exchange 35,406 32,363 23.0x 16.0x 28.1x 21.5x 18% 21% 69% 75% Deutsche Börse Group 25,499 6,795 2.3x 2.1x 4.6x 3.7x 3% 6% 48% 57% London Stock Exchange (LSE) 21,135 22,466 10.5x 8.2x 21.1x 15.4x 18% 8% 42% 53% The Nasdaq OMX Group 15,977 19,204 5.2x 4.7x 15.2x 14.8x 7% 4% 32% 32% CBOE 11,320 12,247 5.7x 4.7x 18.6x 15.8x 4% 17% 30% 30% BM&F Bovespa 10,994 11,318 19.8x 9.8x 24.5x 13.7x 11% 28% 51% 71% Japan Exchange Group (JPX) 9,438 9,460 9.5x 8.7x 13.8x 13.5x 4% 5% 66% 64% Australian Exchange (ASX) 9,344 8,594 13.1x 14.4x 16.1x 18.7x 5% (14%) 77% 77% Singapore Exchange (SGX) 5,773 5,147 8.9x 8.2x 16.4x 14.3x 3% 5% 53% 58% Euronext 4,580 4,674 8.1x 6.6x 14.0x 11.6x 7% 14% 54% 57% TMX Group 3,726 4,453 7.9x 7.1x 13.1x 12.8x 0% 10% 60% 55% Trim Mean 17,614 16,634 10.7x 8.9x 17.7x 15.2x 6% 10% 55% 60% Median 11,320 11,318 9.5x 8.2x 16.4x 14.8x 4% 8% 54% 58% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

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

Coinbase (San Francisco, CA) acquired Distributed Systems. As a part of the transaction, the five-person Distributed Systems team and its technology will join 8/15/18 Coinbase. Distributed Systems is a digital identity startup and a full-stack machine intelligence.

Algomi (London, UK) raised an undisclosed sum in a venture funding round led by 7/18/18 Euroclear. Algomi develops and markets software for the fixed-income market.

London Stock Exchange (LSE:LSE) acquired a 16% stake in AcadiaSoft for an undisclosed sum. AcadiaSoft provides margin automation solutions for counterparties 6/27/18 engaged in collateral management. As part of the transaction, the companies have agreed to partner on new products to automate and standardize the margin process for non-cleared derivatives.

Security Software

Public Market Data

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

10.0x 60x 270

9. 0x 55x 240

8. 0x 50x 210

7. 0x 45x 180

6. 0x 40x 150 EV / EBITDA EV / Revenue EV

5. 0x 35x 120

4. 0x 30x 90 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

Palo Alto Netw orks 21,243 20,165 10.1x 8.1x nm 31.8x 27% 25% nm 26% Check Point Softw are 18,552 16,870 9.1x 8.9x 18.0x 16.5x 7% 3% 51% 54% Fortinet 14,532 13,099 8.8x 7.3x nm 29.9x 17% 19% 11% 25% Symantec 12,580 15,287 3.2x 3.2x 17.8x 7.5x 25% (0%) 18% 43% F5 Netw orks 11,656 10,572 5.0x 4.8x 16.7x 12.6x 4% 4% 30% 39% Okta 6,443 6,156 23.7x 17.2x nm nm 62% 37% nm nm Proofpoint 6,043 6,113 11.9x 8.6x nm 60.5x 37% 37% nm 14% Fir eEy e 3,149 3,012 4.0x 3.6x nm 29.0x 5% 10% nm 13% Avast 3,145 4,431 6.8x 5.4x 17.4x 10.0x 92% 26% 39% 54% Sophos 3,107 3,293 5.4x 4.7x nm 37.4x 18% 15% 2% 13% Tenable 3,020 3,275 17.4x 12.7x nm nm 51% 37% nm nm CyberArk 2,785 2,428 9.3x 7.5x nm 32.3x 21% 23% 11% 23% Mimec as t 2,461 2,385 9.9x 7.5x nm 59.4x 41% 32% 5% 13% Carbon Black 1,667 1,489 9.2x 7.2x nm nm 39% 28% nm nm Imperva 1,642 1,248 3.9x 3.6x nm 29.1x 22% 9% nm 12% Forescout 1,459 1,259 5.7x 4.4x nm nm 32% 28% nm nm Radw are 1,313 1,060 5.0x 4.6x nm 38.7x 8% 10% nm 12% Trim Mean 6,149 6,061 8.1x 6.6x 17.6x 29.7x 27% 20% 19% 25% Median 3,145 3,293 8.8x 7.2x 17.6x 29.9x 25% 23% 15% 23% [1] Mimecast (MIME) added to the index as of 11/19/15, Okta (OKTA) as of 4/7/17, Forescout (FSCT) as of 10/27/17, Carbon Black (CBLK) as of 5/8/18, Avast (AVST) as of 5/10/18 and Tenable (TENB) as of 7/26/18 Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Exabeam (San Mateo, CA) raised $50mm in a Series D round led by existing investor Lightspeed Venture Partners and included existing investors Aspect Ventures, Cisco 8/14/18 Investments, Icon Ventures, Norwest Venture Partners. Exabeams relies on massive amount of data collected to trace and hunt down security threats. This rounds brings the total amount raised by Exabeam to $115mm. RiskRecon (Salt Lake City, UT) raised $25mm in a Series B round led by new investor Accel Partners and included existing investors General Catalyst Partners, 8/7/18 F-Prime Capital Partners, Dell Technologies Capital and individual investors. RiskRecon’s software looks at the internet surface of a vendor and maps the ways it could be compromised.

Tenable (NASDAQ:TENB) raised $250mm in its IPO, valuing the company at 7/26/18 IPO $2.35bn, an implied 11.4x LTM revenue. Tenable’s software helps defend corporate networks from digital attacks.

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

6. 0x 20x 210

5. 4x 18x 188

4. 8x 17x 166

4. 2x 15x 144 EV / EBT EV / Revenue EV 3. 6x 14x 122

3. 0x 12x 100 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18

Market Cap / L TM R evenue 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 CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

The Charles Schw ab 69,278 8.0x 6.8x 19.0x 13.8x 15% 17% 42% 50% TD Ameritrade 33,385 8.4x 6.0x 20.3x 12.9x 20% 40% 41% 46% E*TRA DE 15,594 6.2x 5.5x 13.7x 10.3x 21% 13% 45% 53% MarketAxess 7,187 18.1x 16.6x 35.6x 30.3x 7% 9% 51% 55% BGC Partners 5,980 1.8x 1.5x 35.8x 6.8x 15% 20% 5% 23% NEX Group 5,191 nm 6.5x na 16.5x na na na 39% Interactive Brokers 4,558 2.9x 2.4x 4.3x 2.6x 10% 20% 67% 91% IG Group 4,360 6.2x 6.1x 13.7x 11.9x 3% 3% 46% 51% Monex Group 1,795 4.1x 3.6x 35.8x na 15% 15% 11% na LendingClub 1,521 2.6x 2.2x na 17.7x 15% 21% na 12% Investment Technology Group 723 1.5x 1.4x nm na 4% 8% 1% na On Deck 644 3.3x 1.7x na 18.6x 40% 95% na 9% BinckBank 435 2.2x 2.5x 45.5x na (0%) (12%) 5% na Elevate Credit 414 0.6x 0.5x nm 3.0x 16% 19% 0% 17% GAIN Capital 334 1.1x 0.9x na 3.7x (27%) 20% na 25% Trim Mean 6,291 4.0x 3.6x 24.8x 11.5x 12% 17% 28% 33% Median 4,360 3.1x 2.5x 20.3x 12.4x 15% 18% 41% 43%

[1] Elevate (ELVT) added to the index as of IPO 4/6/17

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Deserve (Menlo Park, CA) raised $17mm in an equity funding round led by Sallie for $130mm. CompareCards is an online platform enabling consumer credit card Mae. Deserve provides credit cards and other financial products. The company plans 11/16/168/27/18 comparisons, and providing credit education and credit health management solutions. to use the funding to build out its online platform and further its reward programs with The transaction consideration consists of $85mm cash at closing and up to $45mm of partners, including Amazon Prime, T-Mobile, and Wikipedia. earn-out payments paid during 2017 and 2018.

UpgradeIntrum Justitia (San Francisco,(STO:IJ) acquired CA) raised 1st Credit$62mm for in £130mm a Series ($161mm),C funding round valuing led the by CreditEaseCompany at Fintech. an implied The 3.9x company 2015 EBITDA.develops 1st and Credit offers provides a consumer debt creditpurchase platform and 11/10/168/15/18 thatoutsourced combines debt a marketplacecollection services lending for approach banks, credit with toolscard thatproviders, help consumers utilities, telecoms, understandand retail companies. and monitor their credit.

Mines.io (San Francisco, CA) raised $13mm in a Series A funding round led by The Rise Fund. Mines.io operates a financial analytics platform for mobile data. The 8/10/18 company plans to use the funds to expand its credit-as-a-service products into new markets in South America and Southeast Asia.

MERGER AND ACQUISITION TRANSACTIONS

(1) Software and Services Transaction Activity

400 16.0

350 14.0

300 12.0

250 10.0

200 8.0

150 6.0 Aggregate Value ($bn)

Number Transactionsof 100 4.0

50 2.0

0 0.0 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2015 2016 2017 2018 Number of Transactions Aggregate Value

(1) Software and Services Transaction Multiples

42x 7x

36x 6x

30x 5x

24x 4x

18x 3x EV / EBITDA EV / Revenue

12x 2x

6x 1x

0x 0x Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2015 2016 2017 2018

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

“The team at Marlin & Associates was critical to our completion of this important strategic transaction, providing invaluable guidance throughout every step of the process. Their expertise in financial technology, SaaS, and the Salesforce ecosystem helped us to prepare effectively and best position Tier1CRM to potential investors. Their knowledge of the market helped us to identify the ideal investors as we move into the next phase of growth at Tier1. We could not have closed this transaction without their steady hand throughout.” Mark Notten, CEO, Tier1CRM

New York, NY Boston, MA has sold Financial Engineering New York, NY New York, NY Associates, Inc. to received a has acquired has received a $30 million equity series B investment led by investment from Dallas, TX A portfolio company of

New York, NY Boston, MA San Francisco, CA Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial strategic and financial exclusive strategic and exclusive strategic and financial advisor to Aquiline Holdings LLC advisor to empow financial advisor to MSCI Inc. advisor to RapidRatings

has received an equity has received an equity Toronto, Canada investment from investment from has sold the Atrium wireless has been acquired by and extranet infrastructure businesses to

Atlanta, GA Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to Tier1CRM advisor to Investment Metrics advisor to OptionsCity Software advisor to TMX Group

Hamilton, Bermuda London, UK New York City, NY received an investment a portfolio company of New York City, NY from has been acquired by has been acquired by

has been acquired by a portfolio company of

Lake Success, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to QuoVadis and ABRY advisor to OpenGamma advisor to Advise Technologies, LLC advisor to M&O Systems, Inc.

17 SEPTEMBER 2018

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

“Throughout this process, the team at Marlin & Associates provided great financial and strategic advice. They served as a true strategic partner and integral part of the team as they guided the complex cross-border carve- out project. Marlin & Associates unique industry expertise played a critical role in bringing this project to a successful conclusion for all stakeholders." Eric Sinclair President, TMX Datalinx

Phoenix, AZ Salt Lake City, UT San Mateo, CA Brentwood, TN has been acquired by has completed a majority has been acquired by received a strategic recapitalization with investment from

a portfolio company of

Boston, MA and San Chicago, IL Francisco, CA Tokyo, Japan Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial Marlin & Associates acted as Marlin & Associates acted as advisor to iTransact Group, LLC advisor to BillingTree exclusive strategic and strategic and financial advisor to financial advisor to Xignite. Agilum Healthcare Intelligence

Paris, France Campbell, CA Boston, MA New York, NY has acquired the Business received an investment has been acquired by has been acquired by Process Management from business from

Palo Alto, CA Palo Alto, CA Windsor, CT Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and exclusive strategic and exclusive strategic and financial advisor to Trunomi. financial advisor to Alacra, Inc. financial advisor to Everteam. advisor to Varden Technologies.

has sold the assets of New York, NY Dublin, Ireland San Francisco, CA has been acquired by has invested in has led a $60 million investment in to

Dublin, Ireland London, United Kingdom New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as financial advisor to Aquiline exclusive strategic and financial exclusive strategic and financial exclusive financial advisor Capital Partners. advisor to CNO Financial Group. advisor to Information Mosaic. Francisco Partners.

18 SEPTEMBER 2018

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:

• Professional Services B-to-B Deal of the Year (2017)* • Cross-Border Deal of the Year (2016)* TMT Advisory Firm of the Year (2017) • Cross-Border Boutique Investment Banking Firm of the Year (2016)* • Boutique Investment Banking Firm of the Year (2014, 2015, 2016)* Boutique Investment • Advisory Firm of they Year (2015)* Banking Firm of the • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Year • Financial Services Deal of the Year (2013, 2012 and 2011) (2017) • Information Technology Deal of the Year (2011) • Middle Market Deal of the Year <$25M (2011) – ACQ5 • Corporate and Strategic Acquisition of the Year (2011) (Acquisition Finance • Middle Market Financial Services Deal of the Year (2011 and 2010) Magazine) • Middle Market Information Technology Deal of the Year (2011 and 2010) • Middle Market International Financial Services Deal of the Year (2013 and 2010) • 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)

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

Note: Not a complete list. 19 SEPTEMBER 2018 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 • Twice named to II’s Tech 50 Chief Operating Officer of M&A • Member Market Data Hall of Fame • 20+ years of M&A experience advising • MD Veronis Suhler Stevenson technology and PE firms globally • CEO of Telesphere Corporation • VP Business Development at FactSet • CEO of Telekurs (NA) • M&A attorney of Skadden, Arps, Slate, • EVP Bridge Information systems Meagher and Flom • SVP at Dun & Bradstreet • CFO of JCF Group • BA from the University of California (Irvine) • MBA from Columbia Business School • MBA from UCLA, post-MBA from New • J.D. from Fordham Law School Ken Marlin York University • CFA Charterholder Jason Panzer

• 18+ years of investment banking and • 18+ years of M&A experience private equity experience • VP of Business Development at SunGard • Named twice to Dealer’s Digest and • Founder of software company sold to recently M&A Advisor’s “40-Under-40” SunGard • Founded Marlin & Associates with Ken • Started career designing trading software Marlin for TD Bank • Formerly at Veronis Suhler Stevenson, • BaSC, Engineering from University of Morgan Stanley, and American Toronto International Group • BS from Binghamton University Michael Maxworthy Tom Selby Tom Selby

• 18+ years of investment banking • 10+ years of technology investment experience banking experience • Formerly at Lehman Brothers, Bear • Experience working with both large Stearns and Houlihan Lokey corporations and entrepreneurial • MBA, University of Virginia (Darden); technology-based companies BS, Birla Institute of Technology & • Formerly at BNPParibas, Science • MBA, NYU Stern, MS from CentraleSupelec

Anup Agarwal Sam Levy

"The Marlin & Associates team was a highly valued player in completing our transaction. Their professional expertise and commitment to the process, preparation, positioning, presentation, and leadership got us to the finish line. They’re smart, available whenever needed, and bring the work ethic to get the deal done.”

Roman Brunner CEO, QuoVadis

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