Financial Technology

Financial Technology September 2017 INVESTMENT BANKING AND STRATEGICAND BANKING INVESTMENT ADVISORYTO www.MarlinLLC.com M&A MARLIN & ASSOCIATES & MARLIN AND INFORMATIONSERVICES INDUSTRIES THE FINANCIAL TECHNOLOGYTHE FINANCIAL UPDATE MARKET Technology Financial © Marlin & Associates Holdings LLC, All Right Reserved Right All Holdings Associates LLC, & Marlin © Washington, D.C. New New Toronto York DEAR CLIENTS AND FRIENDS, Cashless Is Here: Some People Just Don’t Know It Yet. Our September 2017 Fintech Market Update Dear Clients and Friends,

Our latest Fintech m&a report can be found below – and it highlights m&a trends and transactions in the seven segments of the Fintech world that we follow, and sometimes lead.

One of those trends is the rapid elimination of physical money in all segments – around the world: Banking, Capital Markets, Insurance, Retail as well as B2B Commerce and so many others. It’s happening at a pace few predicted a few short years ago, and in places few would have imagined: Brazil, China, India, Sweden, South Korea, Spain, and Singapore. And that’s not the only change shaking up the financial world.

Next month, we’ll be attending and sponsoring the Money 20/20 conference in Las Vegas https://us.money2020.com/. They expect 11,000 attendees from 4,500 companies and 85 countries. The conference agenda - and our mandate - is broad. It’s about changes coming to payments, lending commerce, wealth management and more. It’s about the impact on products and the customer experience by technologies such as AI, blockchain, tokenization, biometrics, big data, cloud computing, powerful smartphones that use open platforms – and more. It’s about the globalization of commerce, the redefining of banking, the rise of cryptocurrencies, mobile wallets, and P2P lending and more. It’s about expected and needed regulation and security measures and the future role of banks, brokers, securities exchanges – and department stores. It should be fun.

You can see more about the trends and deals in Fintech m&a in the report found below. As you will see, values and volume in all seven sectors of the Fintech world that we follow – and sometimes lead, remain strong. A few of the more notable recent deals include:

• Verisk Analytics (NASDAQ:VRSK) agreed to acquire LCI for • PeerIQ raised $12mm in Series A funding co-led by new $151mm, investors TransUnion, Hearst Ventures and Macquarie • Futu (Hong Kong, China) raised $146mm in a Series C Group and included participation from existing investors, funding round led by Tencent, • Morningstar (NASDAQ:MORN) acquired a 40% stake in • Options Technology (London, United Kingdom) raises Sustainalytics for an undisclosed sum, $100mm in funding from new investor Bregal Sagemount,• Fiserv (NASDAQ:FISV) acquired Dovetail Group for an • Personal Capital (Redwood City, CA) has raised an undisclosed sum. additional $40mm from its Series E investors, following the original completion of its $75mm Series E round in May 2016,

The Money20/20 conference is October 22nd – 25th. We’ll have a strong presence at the show with senior team members Paul Friday, Jason Panzer, Michael Maxworthy, and Lou DeRose all heading to Vegas for the week. Please email [email protected] if you are interested in setting up a meeting.

We are also honored to be finalists for The M&A Advisor Awards for Professional Services (B2B) Deal of the Year, Private Equity Deal of the Year, as well as M&A Deal of The Year for Significant Growth Investment in BillingTree by Parthenon Capital Partners.

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 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 2017

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

Financial Technology is a complex industry that serves a wide range of customers, including retail, commercial, merchant and investment banks; asset managers; insurance companies; securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host of other financial services industry participants, consumers and intermediaries who interface with these financial institutions.

3 Marlin & Associates

8 Events

9 Sector Comparison

10 Sector Analyses

10 Banking Software & Processors

11 Capital Markets Software & Services

12 Data & Analytics – Financial Services

13 Insurance Technology

14 Payment Technology

15 Securities Exchanges

16 Technology-Enabled Financial Institutions

17 Case Studies September 2017 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

• 18+ years of M&A experience • VP of Business Development at SunGard • Founder of software company sold to SunGard • Started career designing trading software for TD Bank • BaSC, Engineering from University of Toronto Tom Selby

"We would like to thank the Marlin & Associates team. They brought a deep understanding of the industry and their expertise was critical in helping us navigate through this strategic transaction. We are very excited about Advise’s future within this new structure.”

Doug Schwenk, Founder and CEO of Advise

Note: Not a complete list September 2017

OUR FOUNDING PARTNER HAS FOUR TIMES BEEN RECOGNIZED AS ONE OF THE MOST INFLUENTIAL PEOPLE IN FINANCIAL TECHNOLOGY

“Deal making is as integral to the evolution of the financial technology industry as the technologies themselves and Ken Marlin has been in the thick of it...” – Institutional Investor 2014

. In 2011, Institutional Investor, the international publisher focused primarily on international finance, has named M&A’s Founding Partner, Ken Marlin, as one of Institutional Investor’s Tech 50, which honored the 50 most “disruptive” figures in the financial technology sector

. Institutional Investor calls these 50 people disrupters because they're changing the way Wall Street does business

. Ken was the only investment banker included on the list

. In 2014, Institutional Investor again named Ken as one of the 50 most influential people in financial technology

. Ken was, again, the only investment banker included on the list

. In 2015 and 2016, Institutional Investor named Ken one of the “35 Most Powerful Dealmakers of 2016”

. Institutional Investor calls these 35 people the influential financiers that accelerate financial start-up’s paths to commercialization

Candidates were evaluated by four primary sets of attributes: achievements and contributions over the course of a career; scope and complexity of responsibilities; influence and leadership inside and outside the organization; and pure technological innovation. September 2017

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

Note: Not a complete list. September 2017

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

Darien, CT has received an equity investment Toronto, Canada London, United Kingdom from Chicago, IL has sold the Atrium wireless and received an investment from extranet infrastructure businesses to has been acquired by

Atlanta, GA

Boston, MA New York, NY Atlanta, GA Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as Marlin & Associates acted as strategic and financial advisor to TMX exclusive strategic and financial exclusive strategic and financial Group exclusive strategic and financial advisor to OpenGamma advisor to OptionsCity Software advisor to TMX Group

New York, NY Salt Lake City, UT New York City, NY Phoenix, AZ has been acquired by has been acquired by has been acquired by has completed a majority recapitalization with a portfolio company of

Boston, MA and San Francisco, CA Chicago, IL New York, NY 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 M&O Systems, Inc. advisor to BillingTree advisor to iTransact Group, LLC advisor to Advise Technologies, LLC

Port Talbot, United Kingdom San Mateo, CA New York, NY Campbell, CA

received an investment from received a strategic has been acquired by received an investment from investment from

London, United Kingdom Tokyo, Japan Palo Alto, CA 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 Vizolution. advisor to Xignite. advisor to Alacra. advisor to Trunomi.

has sold the assets of Boston, MA New York, NY Dublin, Ireland

has been acquired by has invested in has been acquired by

Windsor, CT Dublin, Ireland London, United Kingdom Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial financial advisor to Aquiline Capital exclusive strategic and financial exclusive strategic and financial advisor to Varden Technologies. Partners. advisor to CNO Financial Group. advisor to Information Mosaic. September 2017

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

Vienna, Austria New York, NY New York, NY

has acquired has entered into a strategic secured a $53 million alliance with investment from

New York, NY New York, NY New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to AIM Software. advisor to Alacra Inc. advisor to SR Labs.

London, United Kingdom Birmingham, AL New York, NY New York, NY has been acquired by has been acquired by has been acquired by has acquired a minority interest in

Mumbai, India Wayne, PA Hamilton, Bermuda London, United Kingdom Marlin & Associates acted as exclusive Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as strategic and financial advisor to exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial Coalition Development Ltd. advisor to XcitekSolutionsPlus, LLC. advisor to Correlix. advisor to NYSE Euronext.

New York, NY Vancouver, Canada has acquired a minority interest in London, United Kingdom has acquired has been acquired by has been acquired by

from

Tokyo, Japan Kansas City, MO Toronto, Canada Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial strategic and financial advisor to Welsh, exclusive strategic and financial advisor to NYSE Euronext, Inc. advisor to Subserveo. Carson, Anderson & Stowe. advisor to Atrium Network.

has sold its majority interest in Brussels, Belgium Sydney, Australia Doha, Qatar has acquired Wrexham, United Kingdom has been acquired by has acquired Ambit Messaging Hub to from

Wayne, PA New York, NY London, United Kingdom Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial Marlin & Associates acted as exclusive exclusive strategic and financial advisor to SWIFT. advisor to Deutsche Börse. strategic and financial advisor to Qatar advisor to SMARTS Group. Insurance Services LLC. September 2017

2017 Fintech Events:

Date Conference Location Website

September 28th, 2017 Benzinga Fintech Summit The Benzinga Fintech Summit is for those interested in exploring the companies and topics at the forefront of San Francisco, CA Details innovation in finance and entrepreneurship. Come see the newest A.I., Machine Learning, Deep Learning, and Blockchain tools being used to automate and revolutionize the world as we know it.

October 3 - 4, 2017 InsurTech Connect The world’s largest insurtech event – offering unparalled access to the largest and most comprehensive gathering of Las Vegas, NV Details tech entrepreneurs, investors, and insurance industry incumbents from across the globe.

October 11 - 13, 2017 Lend360 Dallas An event that focuses exclusively on the unique needs of online lending providers and connects every angle of the Dallas, TX Details online lending industry, Lend360 offers unparalled networking and learning opportunities with the best and brightest in the industry

October 16 - 18, 2017 InsurTech Rising InsurTech Rising brings insurance’s digital leaders and C-Level Executives, InsurTech entrepreneurs, investors and techies all Details under one roof to discuss the future of insurance in real-time, London, UK where the industry is heading and what areas are attracting most investment.

October 22 - 25, 2017 The Market Research Event The Market Research Event includes over 120 sessions Orlando, FL Details and 1,100 market research & insights executives from the industry to create research-led organizations and deliver the business value of insights.

October 22 - 25, 2017 Money2020 Money20/20 is the world’s largest marketplace for ideas, connections and deals in Payments and Financial Las Vegas, NV Details Services. It’s where leaders – representing every sector of the industry – come to seize new business opportunities, strengthen partnerships and discover the latest disruptions. September 2017

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Securities Exchanges

Data & Analytics - Financial Services

Banking Software & Processors

Payment Technology

Capital Markets Software & Services

Insurance Software

Technology-Enabled Financial Institutions*

0x 2x 4x 6x 8x 10x 12x

2016A EV/Revenue 2017E EV/Revenue

Enterprise Value / EBITDA

Banking Software & Processors

Capital Markets Software & Services

Technology-Enabled Financial Institutions*

Securities Exchanges

Insurance Software

Data & Analytics - Financial Services

Payment Technology

0x 5x 10x 15x 20x 25x 30x

2016A EV/EBITDA 2017E EV/EBITDA

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

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/17. 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 using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. SEPTEMBER 2017

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

4. 0x 22x 260

3. 5x 19x 220

3. 0x 16x 180 EV / EBITDA EV / Revenue EV 2. 5x 13x 140

2. 0x 10x 100 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

IHS Mar kit 19,467 23,362 6.4x 6.6x 17.4x 16.8x 10% (3%) 37% 39% Broadridge 9,337 10,167 2.9x 2.4x 16.0x 12.7x 23% 22% 18% 19% SS&C Technologies 8,179 10,388 7.0x 6.2x 20.2x 15.1x 48% 14% 35% 41% Computershare 6,153 7,237 3.6x 3.4x 16.6x 12.7x 4% 4% 21% 27% DST 3,208 3,638 2.3x 1.8x 11.0x 8.5x (23%) 31% 21% 21% SimCor p 2,376 2,372 6.7x 5.9x 28.2x 22.3x 6% 15% 24% 26% Envestnet 1,956 2,188 3.8x 3.3x 51.6x 17.2x 37% 16% 7% 19% IRESS 1,647 1,786 5.8x 5.2x 21.8x 18.3x 8% 12% 26% 28% Fidessa group 1,067 974 2.3x 2.1x 12.6x 8.4x 12% 6% 18% 25% First Derivatives 960 976 5.3x 4.5x 42.1x 24.8x 33% 18% 13% 18% Linedata Services 389 436 2.2x 2.0x 8.5x 7.3x (3%) 11% 26% 27% Cinnober 252 227 5.2x 4.2x nm nm 16% 24% 1% 4% StatPro Group 123 148 3.1x 2.3x 26.6x 16.5x 24% 30% 11% 14% Brady 75 65 1.7x 1.7x 29.8x 24.5x 11% (3%) 6% 7% Lombard Risk Management 58 49 1.2x 1.0x na 7.0x 34% 24% na 14% Trim Mean 2,748 3,123 3.9x 3.5x 22.0x 15.0x 17% 15% 19% 22% Median 1,647 1,786 3.6x 3.3x 20.2x 15.8x 12% 15% 20% 21%

Recent Activity

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

Options Technology (London, United Kingdom) raises $100mm in funding from new investor Bregal Sagemount. The round represents the first outside funding taken on 8/16/17 by Options Technology. The company plans to use the proceeds to pursue growth initiatives, invest in further platform innovation, and expand to new geographies.

DRW (Chicago, IL) agreed to acquire RGM Advisors for an undisclosed sum. DRW has said that bringing together the two high frequency trading firms will allow for new 8/16/17 opportunities in equities trading, research, and technology infrastructure. This is the second acquisition by DRW of a HFT firm, following its 2015 acquisition of Chopper Trading. Personal Capital (Redwood City, CA) has raised an additional $40mm from its Series E investors, following the original completion of its $75mm Series E round in May 8/2/17 Existing Investors 2016. Personal Capital has now raised $215mm since being founded in 2009. The company plans to use the proceeds to bolster product development, marketing, and invest in its human advisor team.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 08/31/17. 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 above. SEPTEMBER 2017

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. 5x 26x 350

5. 0x 23x 300

4. 5x 20x 250 4. 0x 17x 200 3. 5x 14x EV / EBITDA EV / Revenue EV 150 3. 0x 11x

2. 5x 8x 100 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

FIS 31,035 40,075 4.3x 4.4x 17.7x 13.0x 1% (1%) 25% 34% Fiserv 26,758 31,191 5.7x 5.4x 18.1x 15.2x 5% 4% 31% 36% Jack Henry & Associates 8,046 7,981 5.7x 5.4x 16.2x 15.6x 7% 5% 35% 35% Temenos 7,165 7,465 11.8x 10.5x 44.6x 30.4x 17% 12% 26% 35% Oracle Financial Services 4,569 4,179 6.1x 5.7x 14.6x 14.6x 10% 6% 42% 39% Ellie Mae 2,980 2,646 7.3x 6.5x 36.1x 22.4x 42% 12% 20% 29% ACI Worldw ide 2,666 3,269 3.3x 3.2x 27.6x 12.9x (4%) 2% 12% 25% Q2 Holdings 1,667 1,589 10.6x 8.2x na nm 38% 30% na 5% Bottomline Technologies 1,142 1,200 3.5x 3.3x 38.4x 14.8x 2% 5% 9% 22% Microgen 399 390 7.0x 5.1x 31.6x 21.6x 35% 39% 22% 23% Polaris Consulting & Services 388 306 1.0x na 9.1x na 0% na 11% na Sw ord Group 380 344 1.8x 1.6x 12.6x 10.7x 16% 10% 14% 15% Gresham Technologies 163 153 6.9x 5.9x 39.6x 22.9x 16% 17% 17% 26% Trim Mean 5,106 5,506 5.7x 5.3x 25.2x 17.0x 13% 10% 21% 28% Median 2,666 2,646 5.7x 5.4x 22.9x 15.2x 10% 8% 21% 28%

[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

QuantGroupVerisk Analytics(Beijing, (NASDAQ:VRSK) China) raisedagreed $72mm to in acquire a Series LCIC forround $151mm. of funding LCI ledprovides by new investorbankruptcy Sunshine risk insight, Insurance prediction Group, and and management including participation solutions for from banks Guosen and creditors. 8/24/1711/28/16 HongshengVerisk plansInvestment to bring together Co., Fosun Verisk’sCapital, proprietary and other data undisclosed assets from investors. its Argus business QuantGroupand LCI’s proprietaryprovides bankruptcy online financial and debtorservices settlement in China. data.

LendingTreeFiserv (NASDAQ:FISV)(NASDAQ:TREE)acquired acquired Dovetail Iron Group Horse for Holdingsan undisclosed (dba: CompareCards sum. Dovetail, ) forprovides $130mm. bank CompareCards payments and isliquidity an online management platform enabling solutions. consumer Fiserv expects credit card the 11/16/168/21/17 comparisons,acquisition to furtherand providing enable creditit to help education financial and institutions credit health transform management their payments solutions. Theinfrastructure transaction to considerationmeet the evolving consists needs of of$85mm wholesale, cash atcommercial closing and and up retail to $45mm of earncustomers.-out payments paid during 2017 and 2018. MetaDeposit FinancialSolutions Group (Hamburg, (NASDAQ: Germany)CASH) acquiredacquired SavedoSpecialty for Consumer an undisclosed Services sum. (SCS)Savedo, for based $54mm. in Berlin, SCS offers provides a loan an managementonline marketplace platform for andretail a savingsproprietary and 11/10/168/14/17 underwritinginvestment products model that offered are primarilythrough partnerused to banks.deliver Theconsumer acquisition tax advances allows Deposit and otherSolutions consumer to add creditmore services.than 18,000 The registered transaction clients, consideration 13 partner consists banks, of and two new approximatelygeographies (Austria $15mm and at closing,the Netherlands) with potential to its for portfolio. additional contingent payments.

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 18x 260

220 5. 0x 15x

180

4. 0x 13x EV / EBITDA EV / Revenue EV 140

3. 0x 10x 100 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

S&P Global 40,110 42,453 7.5x 7.2x 17.2x 15.4x 7% 4% 44% 47% Thomson Reuters 33,904 40,752 3.6x 3.6x 17.1x 11.9x (1%) 2% 21% 30% Moody's 25,975 27,627 7.7x 6.9x 16.8x 14.6x 3% 11% 46% 47% Experian 19,558 22,738 4.9x 5.2x 14.3x 14.9x (0%) (6%) 34% 35% Equifax 17,367 19,856 6.3x 5.8x 17.7x 15.7x 18% 8% 36% 37% Verisk Analytics 13,642 15,893 8.0x 7.6x 17.0x 15.6x 13% 5% 47% 49% MSCI 10,511 11,837 10.3x 9.3x 20.8x 18.0x 7% 10% 49% 52% CoStar Group 9,384 9,124 10.9x 9.5x 42.4x 33.8x 18% 15% 26% 28% TransUnion 9,060 11,329 6.6x 6.0x 20.0x 15.3x 13% 10% 33% 39% FactSet Research Systems 6,202 6,583 5.8x 5.2x 16.4x 15.3x 11% 10% 35% 34% FICO 4,536 5,017 5.6x 5.3x 24.2x 20.8x 6% 5% 23% 26% Dun & Bradstreet 4,134 5,452 3.2x 3.1x 12.1x 11.0x 4% 4% 26% 28% CoreLogic 4,044 5,493 2.8x 3.0x 13.1x 11.8x 28% (5%) 21% 25% Morningstar 3,564 3,455 4.3x n/a 14.9x n/a 1% n/a 29% n/a Trim Mean 13,193 15,142 6.1x 5.9x 17.5x 15.4x 8% 6% 33% 36% Median 9,947 11,583 6.0x 5.8x 17.0x 15.3x 7% 5% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced London Stock Exchange Group (LSE:LSE) acquired Mergent for an undisclosed sum. Verisk Analytics (NASDAQ:VRSK) agreed to acquire LCI for $151mm. LCI provides Mergent is a leading provider of business and financial information on public and bankruptcy risk insight, prediction and management solutions for banks and creditors. 11/21/168/24/17 private companies and adds to LSEG’s data and analytics capabilities. The Mergent Verisk plans to bring together Verisk’s proprietary data assets from its Argus business business will form part of LSEG’s Information Services Division which includes FTSE and LCI’s proprietary bankruptcy and debtor settlement data. Russell, among other real time and reference data products. PeerIQeVestment raisedAlliance $12mm (New in Series York, NY)A funding acquiredco- ledPublic by newPlan investorsIQ for an TransUnion,undisclosed sum.Hearst VenturesPublic Plan and IQ Macquarie is a SaaS- Groupbased platformand included that providesparticipation access from to existing public pensioninvestors. plan 8/2/1711/10/16 PeerIQreporting tracks and boardloans documentsoriginated through and houses marketplace more than lenders. 10,000 The documents. funding is The expected toacquisition enable PeerIQ builds toupon analyze eVestment’s more thanintelligence $13 trillion offering worth toof institutionalloans rather investors, than tens of billionsconsultants by helping and managers. PeerIQ “reboot” an “archaic” securitization market. MorningstarStrategic Insight(NASDAQ:MORN) (New York, NY) acquired acquired a BrightScope40% stake infor Sustainalytics an undisclosed for ansum. undisclosedBrightScope sum.is a financial Sustainalytics information is a provider company of thatenvironmental, provides a suitesocial, of andproprietary 7/24/1711/1/16 governancedatasets, data (“ESG”) management and Corporate capabilities Governance and analytics research to asset and ratings.managers, The record - investmentkeepers, financial aims to advisors, support Sustainalytics’and other market ability participants. to deliver Theinnovative transaction ESG followsproducts andStrategic services Insight’s to the recent global acquisitions investment ofcommunity. Market Metrics and Matrix Solutions.

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

5. 0x 24x 300

4. 0x 18x 250

3. 0x 12x 200 EV / EBITDA EV / Revenue EV 2. 0x 6x 150

1. 0x 0x 100 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Guidew ire Softw are 5,737 5,163 11.5x 9.5x nm 44.1x 14% 21% 4% 22% Ebix 1,825 2,111 7.1x 6.2x 19.2x 17.6x 12% 15% 37% 35% CorVel 986 951 1.9x na 14.4x nm 3% na 13% nm Sapiens 542 534 2.5x 2.0x 17.9x 18.6x 16% 24% 14% 11% Majesco 180 188 1.5x 1.6x 51.3x 36.9x 23% (8%) 3% 4% Trim Mean 1,118 1,199 3.8x 4.1x 18.5x 27.8x 14% 18% 10% 16% Median 986 951 2.5x 4.1x 18.5x 27.8x 14% 18% 13% 16%

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

Recent Activity

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

Ebix (NASDAQ:EBIX) agreed to acquire Money Transfer Service Scheme Business (MTSS) from YouFirst Money Express for an undisclosed sum. YouFirst is the third 8/21/17 largest international remittance player with a market share of ~15% of Western Union's inward remittance flows in India. Money Transfer Service Ebix (NASDAQ:EBIX) agreed to acquire Money Transfer Service Scheme (MTSS) Money Transfer Service Business of Wall Street Finance. This acquisition provides the assets necessary to 8/17/17 Scheme (MTSS) Business run an international remittance exchange business, while also enabling cross-selling of Wall Street Finance opportunities for remittance services and a range of financial, insurance, and travel related services to each respective network

Starr Companies (New York, NY) acquired a minority stake in CoverWallet for an 7/19/17 undisclosed sum. The company plans to use the funds to continue to develop new online products for small businesses, in addition to continuing to fund operations.

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

4. 5x 18x 300

4. 0x 16x 250

3. 5x 14x 200 3. 0x 12x EV / EBITDA EV / Revenue EV 150 2. 5x 10x

2. 0x 8x 100 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Pay Pal 74,941 65,776 6.1x 5.1x 31.3x 19.8x 17% 19% 19% 26% Cielo 19,567 22,476 5.7x 5.7x 12.7x 13.4x 11% 1% 45% 42% First Data 17,269 37,060 4.7x 4.6x 13.9x 12.1x 1% 3% 34% 38% Global Payments 14,663 18,319 6.4x 5.3x 17.2x 16.1x 3% 22% 37% 33% FleetCor Technologies 13,546 16,779 9.2x 7.5x 18.0x 14.4x 8% 22% 51% 52% Total System Services 12,807 15,373 3.7x 4.6x 18.0x 13.1x 50% (19%) 20% 35% Vantiv 11,488 15,213 8.0x 7.2x 17.9x 15.1x 13% 11% 45% 48% Worldpay Group 10,877 12,585 8.6x 7.8x 22.7x 18.7x 15% 10% 38% 41% Wirecard 10,568 9,709 7.7x 5.8x 27.7x 20.1x 32% 33% 28% 29% Square 9,827 9,256 13.5x 9.8x nm 69.7x 52% 37% nm 14% Western Union 8,930 11,494 2.1x 2.1x 8.4x 8.9x (1%) 1% 25% 24% Euronet Worldw ide 5,426 5,231 2.7x 2.4x 15.8x 12.8x 11% 12% 17% 19% WEX 4,700 6,866 6.7x 5.7x 23.2x 14.6x 19% 19% 29% 39% Blackhaw k Netw ork 2,529 2,865 1.5x 1.3x 19.5x 12.1x 5% 19% 8% 10% EV ERTEC 1,345 1,904 4.9x 4.6x 12.5x 9.9x 4% 6% 39% 46% MoneyGram International 1,045 1,811 1.1x 1.1x 8.2x 6.6x 6% 1% 14% 17% PayPoint 820 751 2.7x 2.8x 9.9x 9.4x (1%) (5%) 27% 30% SafeCharge 526 411 3.9x 3.6x 13.3x 11.7x 4% 9% 30% 31%

Trim Mean 9,088 11,731 5.3x 4.8x 16.7x 13.9x 12% 11% 30% 32% Median 10,197 10,601 5.3x 4.9x 17.2x 13.2x 9% 11% 29% 32% Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Fiserv (NASDAQ:FISV) acquired Dovetail Group for an undisclosed sum. Dovetail, provides bank payments and liquidity management solutions. Fiserv expects the 8/21/17 acquisition to further enable it to help financial institutions transform their payments infrastructure to meet the evolving needs of wholesale, commercial and retail customers.

Ebix (NASDAQ:EBIX) agreed to acquire Money Transfer Service Scheme Business (MTSS) from YouFirst Money Express for an undisclosed sum. YouFirst is the third 8/21/17 largest international remittance player with a market share of ~15% of Western Union's inward remittance flows in India. Money Transfer Service Fidelity Payment Services received an investment from H.I.G. Growth Partners, the growth capital investment affiliate of H.I.G. Capital. Headquartered in Brooklyn, NY, 8/17/17 Fidelity operates as a regionally-focused merchant service provider that offers an Omni-channel payment gateway to enable firms to accept electronic payments through multiple channels and platforms.

[1] EVERTEC (EVTC) added to the index as of 4/17/13, Blackhawk Network (HAWK) added as of 4/24/13, SafeCharge (SCH) added 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.

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

12.0x 17x 250

11.0x 15x 220

10.0x 14x 190

9. 0x 13x 160 EV / EBITDA EV / Revenue EV 8. 0x 12x 130

7. 0x 11x 100 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

CME Group 42,775 43,560 12.1x 11.8x 17.8x 16.7x 8% 2% 68% 71% IntercontinentalExchange (ICE) 38,479 43,996 9.8x 9.5x 16.0x 14.8x 35% 3% 61% 64% Hong Kong Exchange 33,529 31,372 22.2x 19.4x 33.8x 27.0x (14%) 14% 66% 72% Deutsche Börse Group 20,037 20,784 6.2x 7.0x 13.2x 11.8x 8% (12%) 47% 59% London Stock Exchange (LSE) 18,287 19,193 8.9x 8.0x 21.5x 15.6x 17% 12% 42% 51% The Nasdaq OMX Group 12,701 15,624 4.2x 6.5x 13.5x 12.8x 71% (35%) 31% 51% BM&F Bovespa 14,548 15,906 21.5x 12.7x 32.2x 19.2x (61%) 69% 67% 66% CBOE 11,378 12,522 19.1x 12.6x 35.0x 19.5x 4% 51% 54% 65% Japan Exchange Group (JPX) 9,252 9,255 9.3x 9.2x 14.4x 14.3x (2%) 0% 64% 64% Australian Exchange (ASX) 8,457 7,660 10.5x 12.3x 13.5x 16.2x 3% (15%) 78% 76% Singapore Exchange (SGX) 5,966 5,368 9.2x 8.8x 17.8x 15.4x (4%) 4% 51% 57% Euronext 4,036 3,921 6.7x 6.2x 11.8x 11.0x (4%) 7% 56% 57% TMX Group 3,028 3,477 5.4x 5.8x 9.7x 10.6x 5% (7%) 55% 54% Trim Mean 16,061 16,833 10.8x 9.5x 18.7x 15.2x 5% 5% 57% 62% Median 12,701 15,624 9.3x 9.2x 16.0x 15.4x 4% 3% 56% 64% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

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

Euronext (ENXTPA:ENX) acquired FastMatch for an undisclosed sum. FastMatch is 8/16/17 an electronic communication network in the spot foreign exchange market which was developed by Credit Suisse Asset Management.

Trumid (New York, NY) raised an additional $10mm from Deutsche Börse as an add- on to its previously announced $28mm financing round earlier this year which 7/10/17 included CreditEase. Trumid offers an electronic trading network for corporate bonds and plans to use the new funding to expand its technology offering.

Instinet (New York, NY) agreed to acquire BlockCross from State Street for an 6/22/17 undisclosed sum. BlockCross is an alternative trading system for buy-side traders. Instinet plans to integrate BlockCross’ alternative trading system into its product suite. BlockCross

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. 5x 20x 290

250 4. 4x 18x

210 3. 3x 15x 170 EV / EBT

EV / Revenue EV 2. 1x 13x 130

1. 0x 10x 90 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Charles Schw ab 53,905 7.2x 6.2x 18.1x 15.0x 18% 16% 40% 42% TD Ameritrade 22,960 6.9x 6.0x 18.0x 13.0x 4% 15% 38% 46% E*TRA DE 11,330 5.4x 4.9x 12.9x 11.6x 17% 12% 42% 42% MarketAxess 7,347 19.9x 18.1x 38.3x 32.0x 22% 10% 52% 57% BGC Partners 5,870 2.3x 2.0x 13.2x 9.9x 2% 15% 17% 20% ICA P 3,292 5.3x 4.4x 23.9x 12.0x na 20% 22% 37% Interactive Brokers Group 3,107 2.3x 4.9x 11.1x 10.7x (1%) (54%) 20% 46% IG Group 2,938 2.0x 2.0x 3.9x 3.0x 3% 5% 53% 66% LendingClub 2,517 5.0x 4.2x na 44.5x 16% 19% na 9% Investment Technology Group 743 1.9x 1.8x 59.0x na (17%) 8% 3% na Monex Group 688 1.5x 1.4x na na (12%) 4% na na On Deck Capital 358 1.0x 2.0x 44.6x na 14% (48%) 2% na BinckBank 351 2.5x 1.0x na 41.0x (22%) 148% na 2% GAIN Capital 302 0.7x 0.9x 5.0x 5.2x (4%) (16%) 15% 17% Elevate Credit 253 0.4x 0.4x na 2.5x 34% 18% na 14% Trim Mean 4,754 3.4x 3.2x 20.6x 15.3x 5% 6% 28% 30% Median 2,938 2.3x 2.0x 18.0x 11.8x 3% 12% 22% 39%

[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) Miradorfor $130mm. (Portland, CompareCards OR) raisedis an an undisclosed online platform sum enabling in a venture consumer funding credit round card led by 11/16/168/24/17 CMFGcomparisons, Ventures. and Mirador providing is acredit financial education technology and credit company health that management provides a solutions. completelyThe transactiondigital consideration small business consists lending of platform.$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 China Media Group (SZE:000793) acquired Donghai Securities for an undisclosed Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and 11/10/167/13/17 sum. Donghai Securities is a provider of securities brokerage, securities trading, and outsourced debt collection services for banks, credit card providers, utilities, telecoms, investment banking services. and retail companies.

Futu (Hong Kong, China) raised $146mm in a Series C funding round led by Tencent. Futu is an online brokerage platform serving Chinese investors trading United States 6/13/17 and Hong Kong-listed Stocks. Existing investors, Matrix Partners China and Sequoia Capital China, also participated in the round.

CASE STUDIES: Marlin & Associates advises OpenGamma on multinational strategic investment – including participation from JPX

OpenGamma is a London-based pioneer in open source financial software and a leading provider of innovative, SaaS-based derivatives pricing and risk analytics to some of the world’s largest global banks, central counterparties and buy-side firms. The company was founded in 2009 to bring a better way to price and manage risk associated with the $500 London, United Kingdom Trillion global Over-The-Counter (“OTC”) derivatives market - offering its pricing and risk received an investment from models via enterprise software as well as via a flexible and cost-effective API. The company quickly attracted financial backing from some of the world’s premier fintech investors including Accel Partners, Firstmark Capital and ICAP, who appreciated the changes occurring in a market that has historically been privately negotiated and loosely regulated, but also one that is moving to become much more regulated and transparent.

In 2016, management and OpenGamma’s board of directors asked Marlin & Associates to

Marlin & Associates acted as Background advise the firm in an effort to raise additional capital to continue funding the company’s exclusive strategic and financial growth. They wanted a new partner to join with existing investors - one that would understand advisor to OpenGamma the business and bring more than just money to the table. They wanted a new partner that also would be strategically positioned to help the company continue to build out its comprehensive portfolio of industry-leading products in this rapidly changing regulatory environment.

M&A formed a team of experts to work with management to craft materials that would communicate the complexity and potential of the large and growing market that OpenGamma addresses, the company’s strong value proposition, and its unique approach to penetrate that market. The team at Marlin then worked with the company to identify and reach out to more than a dozen potential partners in four countries. Ultimately the company decided to take in new capital from the Japanese Exchange Group (“JPX”) as well as additional capital from Accel Partners, NEX (formerly known as ICAP), Euclid Opportunities and ex-SunGard CEO Cristóbal Conde.

JPX is a particularly strong new partner for OpenGamma as it provides both needed capital as well as a strong strategic benefit. JPX is a leading exchange group in Asia. Its affiliates include the Japan Securities Clearing Corporation (“JSCC”), a leader in OTC derivatives transactions. JPX’s involvement and investment together with capital from the other investors is expected to facilitate both geographic and product expansion for OpenGamma and help the company address the increasing demand from financial institutions worldwide for more efficient use of OTC capital. Overview Transaction Overview of

Marlin & Associates acted as OpenGamma’s exclusive strategic and financial advisor for this important transaction, initiated discussions with several parties and worked with the company to negotiate terms, conduct due diligence reviews and complete the transaction. The process involved working with people in the US, UK and Japan as well as OpenGamma’s many stakeholders in disparate locations around the globe which added to the complexity. M&A’s Role M&A’s

"Throughout this process, the team at Marlin & Associates acted as our trusted financial and our strategic advisor. With their guidance we were able to navigate a great outcome for all stakeholders. They worked closely with our board and management team to support a complex process involving many parties across multiple geographies. They were Mas Nakachi invaluable to the process. Vice Chairman September 2017

CASE STUDIES: Marlin & Associates' client, Advise Technologies, acquired by Compliance Solutions Strategies, a portfolio company of CIP Capital

Advise provides regulatory reporting solutions to hedge funds and investment managers. The company was founded in 2010 by CEO Doug Schwenk. He and current COO/CFO Jeff Faber had worked together at a multibillion dollar hedge fund, with Doug leading the noninvestment side of the business and Jeff in a tech/ops role. Both saw how advances in technology and New York, NY increasing regulation were converging to create a business opportunity for the right providers. has been acquired by Doug went on to found Advise Technologies in 2010, with Jeff joining the senior team in 2014.

Based in NYC, with offices in Amsterdam, Paris, and London, Advise’s intuitive, easy to use a portfolio company of software platform allows clients investment managers and fund administrators) to manage regulatory reporting such as Form PF, AIFMD, CPO-PQR and Form ADV while maintaining complete transparency, accuracy and reliability required by global regulators and authorities.

New York, NY Background After six years of strong growth, Advise determined that partnering with a financial sponsor Marlin & Associates acted as would a logical next step in the company’s evolution. That’s when Advise’s management team exclusive strategic and financial approached M&A for assistance in finding a partner that would understand their business and advisor to Advise Technologies, LLC their culture and join with them to help accelerate the company’s growth.

M&A had the advantage of knowing both the governance risk and compliance (“GRC”) sector and the players including both strategic firms as well as financial sponsors that have targeted the GRC industry for investment. M&A organized a dedicated team to work closely with Management to identify strengths and weaknesses of the Company, and to develop materials that would seamlessly communicate Advise’s story, strategy and growth potential.

With Marlin’s assistance, Advise had a tremendous amount of companies who indicated strong interest in partnering with Advise and ultimately received multiple offers. After careful consideration of several alternatives, Advise chose to negotiate final terms with Compliance Solution Strategies (“CSS”) a GRC company financed by through CIP Capital, a growth-oriented, middle-market private equity firm. The CSS platform was enhanced with two other acquisitions, Ascendant Compliance Management and The MoneyMate Group. Together these firms will be in a strong position to offer a global platform that provides a comprehensive regulatory reporting, data management, outsourced compliance management services, compliance workflow tools, shareholding disclosure, trade monitoring, trading analytics and cybersecurity solutions. Overview Transaction Overview of

M&A initiated this transaction, advised the Company through all phases of the process from preparation through negotiations, due diligence reviews and the closing - providing guidance on matters such as partner selection, valuation, structure and key terms. M&A worked diligently with the company to help the company craft materials, identify potential partners, negotiate alternative offers with multiple parties and manage the due diligence review process. Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of Advise Technologies. M&A’s Role M&A’s

The senior level attention and focus on execution at M&A was key – M&A knew all the right people in our sector and managed the process exceptionally. The team worked tirelessly to ensure that all of our objectives were achieved.

Jeff Faber COO and CFO September 2017

CASE STUDIES: Marlin & Associates' client, M&O Systems, Inc. acquired by Broadridge Financial Solutions, Inc.

Based in New York City, M&O Systems, Inc. (“M&O”) provides compensation management and compliance solutions that help broker-dealers and wealth management firms manage broker/advisor compensation, open accounts, support advisors and service clients.

M&A had an ongoing dialog with M&O’s CEO and co-founder Bob Minningham for many New York City, NY years. When he died, his widow, who inherited control of the business, approached M&A for has been acquired by strategic advice. After reviewing the situation, M&A guided M&O on steps to take to better position the company for a sale process. Over the next few years M&A maintained a dialog with the company’s shareowners and management as the company brought in new management and strengthened the firm. When the shareowners were ready, M&A then guided them through a disciplined process that resulted in expressions of potential interests Lake Success, NY from 8 parties. Ultimately Broadridge Financial Solutions, Inc. (NYSE:BR) was selected as the

Background right partner for the firm, its employees, its customers and its shareowners. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.

M&A knows the financial technology space, its strategic participants, the financial sponsors that target companies in this industry, and the drivers of their interest and value. With that knowledge, M&A organized a dedicated team to work closely with M&O’s management to develop materials that would seamlessly communicate M&O’s unique value proposition, growth potential, strategy, execution plan and financial projections. Among other things, M&A helped to communicate to potential partners the likely positive impact of the US Department Of Labor (DOL)’s new Fiduciary Rule on financial advisors (M&O’s core target market). M&A then worked with the company’s management to conduct a disciplined sale process – coordinating with each of the potential partners to ensure that they fully understood the company’s strengths.

After a careful review of its options, M&O’s shareowners agreed to sell the company to Broadridge Financial Solutions, a leading provider of technology-driven solutions for broker-dealers, banks, mutual funds and other corporations. M&O solutions complement Broadridge’s wealth offerings; provide an enhanced career path for M&O’s employees; and offer expanded solutions for M&O’s customers. Overview Transaction Overview of

Marlin & Associates advised the company through all phases of the process from preparation through negotiations, due diligence reviews and the closing providing guidance on matters such as partner selection, valuation, structure and key terms. With a relationship spanning more than 10 years, initially, M&A provided only informal guidance. Once timing was optimal, Marlin & Associates worked diligently to help the company craft materials, initiate conversations, negotiate alternative offers with multiple parties, manage the due diligence process and complete final legal documentation swiftly. Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of M&O. M&A’s Role M&A’s

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 INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

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